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GLOBAL TELESYSTEMS GROUP INC (Form: S-4, Filing Date: 12/08/1998)

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GLOBAL TELESYSTEMS GROUP INC (Form: S-4, Filing Date: 12/08/1998) SECURITIES AND EXCHANGE COMMISSION FORM S-4 Registration of securities issued in business combination transactions Filing Date: 1998-12-08 SEC Accession No. 0000950129-98-004954 (HTML Version on secdatabase.com) FILER GLOBAL TELESYSTEMS GROUP INC Business Address 1751 PINNACLE DRIVE CIK:946392| IRS No.: 943068423 | State of Incorp.:DE | Fiscal Year End: 1231 NORTH TOWER Type: S-4 | Act: 33 | File No.: 333-68511 | Film No.: 98765274 MCLEAN VA 22102 SIC: 4813 Telephone communications (no radiotelephone) 7039184500 Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 8, 1998. REGISTRATION NO. 333- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------- FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------------- GLOBAL TELESYSTEMS GROUP, INC. (Exact name of Registrant as specified in its charter) <TABLE> <S> <C> <C> DELAWARE 4813 94-3068423 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code No.) Identification No.) </TABLE> 1751 PINNACLE DRIVE NORTH TOWER -- 12TH FLOOR MCLEAN, VA 22102 (703) 918-4500 (Address, including Zip Code, and telephone number, including area code, of Registrant's principal executive offices) --------------------- GRIER C. RACLIN 1751 PINNACLE DRIVE NORTH TOWER -- 12TH FLOOR MCLEAN, VA 22102 (703) 918-4573 (Name, address, including Zip Code, and telephone number, including area code, of agent for service) --------------------- Copies to: <TABLE> <S> <C> ALFRED J. ROSS, JR. WILLIAM R. DOUGHERTY, ESQ. SHEARMAN & STERLING SIMPSON, THACHER & BARTLETT 599 LEXINGTON AVENUE 99 BISHOPSGATE NEW YORK, NY 10022-6069 LONDON, ECZM 3YH, ENGLAND (212) 848-7056 (44) 171-422-4000 </TABLE> --------------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE PUBLIC: As soon as practicable from time to time after the effective date of this Registration Statement. If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. [ ] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] --------------------- CALCULATION OF REGISTRATION FEE <TABLE> <CAPTION> ------------------------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------------------------- PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF TITLE OF EACH CLASS OF SECURITIES AMOUNT TO OFFERING PRICE AGGREGATE REGISTRATION TO BE REGISTERED BE REGISTERED(1) PER SHARE(2) OFFERING PRICE(2 AND 3) FEE ------------------------------------------------------------------------------------------------------------------------------- <S> <C> <C> <C> <C> Common Stock, par value Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document $.10 per share................ 15,973,158 $31.04 $495,796,037 $137,832 ------------------------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------------------------- </TABLE> (1) Assumes that all Ordinary Shares (the "Esprit Shares") of Esprit Telecom Group plc ("Esprit") are exchanged for shares of Common Stock (the "GTS Common Stock") of Global TeleSystems Group, Inc. ("GTS") and that all ADSs of Esprit (as defined herein (the "Esprit ADSs")) are exchanged for shares of GTS Common Stock, each pursuant to the terms of the Offer described herein. This Registration Statement relates to an Offer (the "Offer") by GTS of 15,973,158 shares of GTS Common Stock for Esprit Shares and outstanding Esprit ADSs evidenced by American Depositary Receipts. Each Esprit ADS represents seven Esprit Shares. The number of shares of GTS Common Stock to be registered hereby was determined by multiplying (i) 17,947,368 Esprit ADSs by (ii) the exchange ratio for the Offer (i.e., 0.89 shares of GTS Common Stock per Esprit ADS). (2) Calculated pursuant to Rule 457(f) based on the value of the estimated maximum number of Esprit Shares and Esprit ADSs to be acquired by GTS in the Offer. The Esprit ADSs are traded on the NASDAQ National Market and on EASDAQ. The proposed maximum aggregate offering price was determined as follows: (i) the market value per share of the Esprit Shares (determined as one-seventh of the market value per Esprit ADS) multiplied by the maximum number of Esprit Shares which may be exchanged in the Offer described herein for shares of GTS Common Stock, plus (ii) the market value per Esprit ADS, multiplied by the number of Esprit ADSs which may be exchanged in the Offer described herein for shares of GTS Common Stock. Pursuant to Rule 457(c), the market value per Esprit ADS is based on the average of the bid and asked price on the NASDAQ National Market on December 3, 1998. (3) Estimated solely for the purposes of computing the registration fee in accordance with Rule 457(f) under the Securities Act of 1933. --------------------- THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE. -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 2 SUBJECT TO COMPLETION DATED DECEMBER 8, 1998 PRELIMINARY OFFER TO PURCHASE/PROSPECTUS Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in connection with the acquisition offer or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The information in this prospectus is incomplete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. There follows the text of the announcement released on December 8, 1998: 2 3 08 DECEMBER 1998 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO CANADA, AUSTRALIA OR JAPAN -------------------------------------------------------------------------------- GLOBAL TELESYSTEMS GROUP, INC. ("GTS") PROPOSED RECOMMENDED OFFER FOR ESPRIT TELECOM GROUP PLC ("ESPRIT TELECOM") o The Boards of GTS and Esprit Telecom announce that agreement has been reached on the terms of a proposed recommended offer (the "Offer") to be made by Bear Stearns, on behalf of GTS, to acquire all the issued and to be issued share capital of Esprit Telecom including those shares represented Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document by Esprit Telecom ADSs. o Subject to the satisfaction or, to the extent permitted, waiver of the pre-conditions referred to below, the Offer will be made on the following basis: FOR EVERY ESPRIT TELECOM SHARE, 0.1271 NEW GTS SHARE FOR EVERY ESPRIT TELECOM ADS, 0.89 NEW GTS SHARE Based on the NASDAQ closing price of $41.75 per GTS Share on 07 December 1998, the Offer values each Esprit Telecom Share at $5.31 ((pound)3.21) and each Esprit Telecom ADS at $37.16 ((pound)22.48)1. o The Offer represents a premium of approximately 22.8% over the middle market price of an Esprit Telecom ADS on NASDAQ at the close of business on 07 December 1998, being the last dealing day before the announcement of the Offer. o The Offer values the entire issued share capital of Esprit Telecom, fully diluted for the exercise of all outstanding options, at approximately $757.3 million ((pound)458.2 million). o The New GTS Shares to be issued under the Offer will be validly issued and fully paid and non-assessable and will rank pari passu in all respects with the existing issued GTS Shares. ------------- (1) Exchange rate of (pound)1=$1.6530 based on the 07 December 1998 Noon Buying Rate. 3 4 o The Board of Esprit Telecom intends unanimously to recommend the Offer. o Founded in 1992, Esprit Telecom is a facilities-based provider of international and national telecommunications
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