<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
November 2, 1999
Date of Report (Date of earliest event reported)
Global TeleSystems Europe B.V.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Netherlands 333-37719 None
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
</TABLE>
Terhulpsesteenweg 6A
1560 Hoeilaart
Belgium None
(Address of principal executive offices) (Zip Code)
(322) 658-5200
(Registrant's telephone number, including area code)
Hermes Europe Railtel B.V.
(former name of Registrant)
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Item 5. Other Events
On November 18, 1999, Global TeleSystems Europe B.V. (the "Company")
placed (E)225 million of 10.5 percent Senior Notes maturing in 2006 and
(E)275 million of 11-percent Senior Notes maturing in 2009 (collectively, the
"Senior Notes") pursuant to Rule 144A and Regulation S of the Securities Act of
1933, as amended (the "1933 Act").
Item 7. Financial Statements and Exhibits.
(c) Exhibits
<TABLE>
<CAPTION>
Designation Description of Exhibit
- ----------- ----------------------
<S> <C>
99.1 The Company's November 2, 1999 press release announcing
the proposed offering of the Senior Notes.
99.2 The Company's November 19, 1999 press release announcing
the placement of the Senior Notes.
</TABLE>
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Global TeleSystems Europe B.V.
(Registrant)
/s/ Mikel H. Williams
-------------------------------
Date: November 23, 1999 Mikel H. Williams
Acting Finance Director
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Exhibit Index
<TABLE>
<CAPTION>
Designation Description of Exhibit
- ----------- ----------------------
<S> <C>
99.1 The Company's November 2, 1999 press release announcing
the proposed offering of the Senior Notes.
99.2 The Company's November 19, 1999 press release announcing
the placement of the Senior Notes.
</TABLE>
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
GTS EUROPE B.V. ANNOUNCES PROPOSED HIGH YIELD DEBT OFFERING
Former Hermes Europe Railtel to Offer (E)300 Million of Senior Notes
WASHINGTON, NOVEMBER 2, 1999--Global TeleSystems Europe B.V., a subsidiary of
Global TeleSystems Group, Inc. (GTS) (NYSE: GTS; Easdaq: GTSG; Frankfurt: GTS)
formerly known as Hermes Europe Railtel B.V., announced today that it proposes
to offer a total of up to (E)300 million of Senior Notes Due 2006 and 2009
(the "Senior Notes") in a private placement exempt from registration under the
Securities Act of 1933, as amended (the "Securities Act").
The proceeds of the offering will be used for the purchase of additional network
assets, business development opportunities and general corporate purposes.
The securities to be offered will not have been registered under the Securities
Act, or any state securities laws and, unless so registered, may not be offered
or sold in the United States except pursuant to registration or an exemption
from, or in a transaction not subject to, the registration requirements of the
Securities Act and applicable state securities laws. Accordingly, the Senior
Notes will be offered and sold within the United States under Rule 144A only to
"qualified institutional buyers" and outside the United States in accordance
with Regulation S under the Securities Act.
ABOUT GTS
Global TeleSystems Group is the most extensive network and service operator
across Europe today, serving businesses and carriers in 20 European countries
with a range of broadband, Internet/IP and voice services. GTS operates the
first and most extensive trans-European broadband fiber network today, with
network points of presence in over 25 European cities and stretching across more
than 15,000 route kilometers. Through the use of state-of-the-art dense
wavelength division multiplexing (DWDM) technology, GTS operates over 118,000
active "wavelength" kilometers, making GTS a global pioneer in the use of this
technology. In addition, GTS has announced plans to build Flag Atlantic-1, an
advanced trans-Atlantic undersea dual cable system, in a joint venture with Flag
Telecom. GTS is extending its core network deeper into key European cities
through the development of City Enterprise Networks. GTS has rapidly grown
through the acquisitions of Ebone, Esprit Telecom, Omnicom, NetSource and
InTouch Telecom. In addition, GTS is the majority owner of Golden Telecom, which
offers a variety of fixed-line and mobile telecommunications services in Russia
and the Commonwealth of Independent States. Headquartered in the metropolitan
Washington, D.C. area and with European headquarters in London, GTS has offices
in over 70 European cities, including Brussels, Amsterdam, Paris, Berlin,
Frankfurt, Milan, Madrid, Geneva, Dublin, Stockholm, Copenhagen, Oslo, Budapest,
Prague and Warsaw.
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GTS Europe B.V. to Offer Senior Notes
Page 2
For further information, visit GTS's website at www.gtsgroup.net, or contact:
INVESTORS AND U.S. MEDIA
Robert Capozzi, Vice President, Investor Relations and Corporate Communications
Tel.: +1 703 236 3140; fax: +1 703 236 3606;
pager: +1 800 331 4741; e-mail: [email protected]
EUROPEAN MEDIA
Glenn Manoff, Director of Communications, Europe
Tel.: +44 (0) 171 868 8973; fax: +44 (0) 171 868 8706;
mobile: +44 (0) 467 446 087; e-mail: [email protected]
THIS PRESS RELEASE MAY INCLUDE FORWARD-LOOKING STATEMENTS THAT INVOLVE RISK AND
UNCERTAINTY. ALTHOUGH THE COMPANY BELIEVES ITS EXPECTATIONS REFLECTED IN SUCH
FORWARD-LOOKING STATEMENTS ARE BASED ON REASONABLE ASSUMPTIONS, NO ASSURANCE CAN
BE GIVEN THAT SUCH PROJECTIONS WILL BE FULFILLED. ANY SUCH FORWARD-LOOKING
STATEMENT MUST BE CONSIDERED ALONG WITH KNOWLEDGE THAT ACTUAL EVENTS OR RESULTS
MAY VARY MATERIALLY FROM SUCH PREDICTIONS DUE TO, AMONG OTHER THINGS, POLITICAL,
ECONOMIC OR LEGAL CHANGES IN THE MARKETS IN WHICH GTS DOES BUSINESS, COMPETITIVE
DEVELOPMENTS OR RISKS INHERENT IN THE COMPANY'S BUSINESS PLAN. READERS ARE
REFERRED TO THE DOCUMENTS FILED BY GTS WITH THE U.S. SECURITIES AND EXCHANGE
COMMISSION, SPECIFICALLY THE MOST RECENT REPORTS FILED UNDER THE SECURITIES
EXCHANGE ACT OF 1934 AND REGISTRATION STATEMENTS FILED PURSUANT TO THE
SECURITIES ACT OF 1933, WHICH IDENTIFY IMPORTANT RISK FACTORS.
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EXHIBIT 99.2
FOR IMMEDIATE RELEASE
GTS EUROPE B.V. PLACES (E)500 MILLION IN HIGH YIELD DEBT OFFERING
WASHINGTON, NOVEMBER 19, 1999--Global TeleSystems Europe, B.V., formerly known
as Hermes Europe Railtel, B.V., a subsidiary of Global TeleSystems Group, Inc.
(GTS) (NYSE: GTS; Easdaq: GTSG; Frankfurt: GTS), announced today that it has
placed a total of (E)500 million of Senior Notes Due 2006 and 2009 (the
"Senior Notes") in a private placement exempt from registration under the
Securities Act of 1933, as amended (the "Securities Act").
The Senior Notes were placed in two tranches: (E)275 million of 11-percent
Senior Notes maturing in December 2009 and redeemable at the option of the
company after November 2004; and (E)225 million of 10.5-percent Senior Notes
maturing in December 2006. The proceeds of the Senior Notes will be used to
purchase additional network assets, including a fiber pair on the FLAG
Atlantic-1 trans-Atlantic cable; to construct the company's proposed City
Enterprise Networks and data- and Web-hosting centers; to pursue business
development opportunities; and for general corporate purposes.
The Senior Notes have not been registered under the Securities Act, or any state
securities laws and, unless so registered, may not be offered or sold in the
United States except pursuant to registration or an exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act
and applicable state securities laws. Accordingly, the Senior Notes will be
offered and sold within the United States under Rule 144A only to "qualified
institutional buyers" and outside the United States in accordance with
Regulation S under the Securities Act.
ABOUT GTS
Global TeleSystems serves businesses and carriers in 20 European countries with
a range of broadband, Internet/IP and voice services. Winner of the prestigious
World Communications Award for Best Wholesale Carrier in October 1999, GTS
operates the first and currently most extensive trans-European broadband fiber
network with points of presence (PoPs) in over 50 European cities and stretching
across more than 16,000 route kilometers. Through the use of state-of-the-art
dense wavelength division multiplexing technology (DWDM), GTS operates over
118,000 active "wavelength" kilometers, making GTS a global pioneer in the use
of this technology. In addition, GTS has announced plans to build FLAG
Atlantic-1, an advanced trans-Atlantic undersea dual-cable system, in a joint
venture with FLAG Telecom. GTS is extending its core network deeper into key
European cities through the development of a number of City Enterprise Networks
(CENs). Also, GTS is the majority owner of Golden Telecom, which offers a
variety of fixed-line and mobile telecommunications services in Russia, Ukraine,
and other former Soviet nations. Headquartered in the metropolitan Washington,
D.C. area and with European headquarters in London, GTS has offices in over 70
European cities.
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<PAGE> 2
GTS Europe B.V. Places (E)500 Million in High Yield Debt Offering
Page 2
For further information, visit GTS's website at www.gtsgroup.com, or contact:
INVESTORS AND U.S. MEDIA
Robert Capozzi: Tel.: +1-703-236-3140; fax: +1-703-236-3606;
pager: +1-800-331-4741; e-mail: [email protected]
EUROPEAN MEDIA
Glenn Manoff: Tel.: +44-(0)-171-868-8973; fax: +44-(0)-171-868-8706;
mobile: +44-(0)-467-446-087; e-mail: [email protected]
THIS PRESS RELEASE MAY INCLUDE FORWARD-LOOKING STATEMENTS THAT INVOLVE RISK AND
UNCERTAINTY. ALTHOUGH THE COMPANY BELIEVES ITS EXPECTATIONS REFLECTED IN SUCH
FORWARD-LOOKING STATEMENTS ARE BASED ON REASONABLE ASSUMPTIONS, NO ASSURANCE CAN
BE GIVEN THAT SUCH PROJECTIONS WILL BE FULFILLED. ANY SUCH FORWARD-LOOKING
STATEMENT MUST BE CONSIDERED ALONG WITH KNOWLEDGE THAT ACTUAL EVENTS OR RESULTS
MAY VARY MATERIALLY FROM SUCH PREDICTIONS DUE TO, AMONG OTHER THINGS, POLITICAL,
ECONOMIC OR LEGAL CHANGES IN THE MARKETS IN WHICH GTS DOES BUSINESS, COMPETITIVE
DEVELOPMENTS OR RISKS INHERENT IN THE COMPANY'S BUSINESS PLAN. READERS ARE
REFERRED TO THE DOCUMENTS FILED BY GTS WITH THE U.S. SECURITIES AND EXCHANGE
COMMISSION, SPECIFICALLY THE MOST RECENT REPORTS FILED UNDER THE SECURITIES
EXCHANGE ACT OF 1934 AND REGISTRATION STATEMENTS FILED PURSUANT TO THE
SECURITIES ACT OF 1933, WHICH IDENTIFY IMPORTANT RISK FACTORS.
# # #
