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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 1
to
SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
and
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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Global Crossing Ltd.
(Name of Subject Company)
U S WEST, Inc.
(Bidder)
Common Stock, $.01 Par Value
(Titles of Class of Securities)
CUSIP: G3921A100
(CUSIP Number of Class of Securities) (Common Stock)
U S WEST, Inc.
1801 California Street
Denver, CO 80202
(303) 672-2700
(Name, address and telephone number of person authorized to receive notices and
communications on behalf of bidder)
Copies to:
Dennis J. Block, Esq.
Cadwalader, Wickersham & Taft
100 Maiden Lane
New York, New York 10038
(212) 504-6000
Thomas O. McGimpsey, Esq.
U S WEST, Inc.
1801 California Street
Suite 5100
Denver, CO 80202
(303) 672-2712
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U S WEST, Inc. hereby amends and supplements its Schedule 14D-1 and 13D (the
"Statement") originally filed on May 21, 1999, with respect to the Offer by U
S WEST, Inc. to purchase 39,259,305 shares of Common Stock of Global Crossing
Ltd., as set forth in this Amendment No. 1. Capitalized terms used herein and
not otherwise defined shall have the meaning assigned such terms in the
Statement.
Item 2. Identity and Background
Attached as Exhibit (a)(8) to this Amendment No. 1 is Schedule I to the
Offer to Purchase, which was included in the Offer to Purchase mailed to
holders of the Company's Common Stock but was omitted, due to a technical
error, from the original filing of the Statement.
Item 11. Material to be Filed as Exhibits
Item 11 is hereby amended by the addition of the following exhibit:
(a)(8) Schedule I to the Offer to Purchase.
1
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SIGNATURE
After due inquiry and to the best of its knowledge and belief, each of the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: May 24, 1999
U S WEST, INC.
/s/ Thomas O. McGimpsey
By: _________________________________
Thomas O. McGimpsey
Assistant Secretary and Senior
Attorney
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EXHIBIT INDEX
(a)(8) Schedule I to the Offer to Purchase.
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SCHEDULE I
INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE OFFICERS OF OFFEROR
Directors and Executive Officers of Offeror. Set forth below is the name,
current business address, citizenship and the present principal occupation or
employment and material occupations, positions, offices or employments for the
past five years of each director and executive officer of Offeror. The
principal address of Offeror and the current business address for each
individual listed below is 1801 California St., Denver, Colorado 80202.
Directors of the Offeror are identified by an asterisk. Unless otherwise
indicated, each such person is a citizen of the United States and each
occupation set forth opposite the individual's name refers to employment with
Offeror.
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<CAPTION>
Present Principal Occupation or
Employment;
Material Positions Held During the
Name and Current Business Address Past Five Years
--------------------------------- -------------------------------------
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Hank Brown*............................ President of the University of
Northern Colorado since 1998.
Director of the Center for Public
Policy for the University of Denver
from 1997 to 1998. United States
Senator for the State of Colorado
from 1991 to 1997. United States
Congressman for the State of Colorado
from 1981 to 1991. Various positions
with Monfort of Colorado Incorporated
from 1969 to 1981. United States Navy
from 1962 to 1966. Attorney and
Certified Public Accountant. Director
of Sealed Air Corporation.
George J. Harad*....................... Director of the Offeror's predecessor
company until June, 1998. Chairman of
the Board of Boise Cascade
Corporation since 1995. President and
Chief Executive Officer of Boise
Cascade Corporation since 1994.
President and Chief Operating Officer
of Boise Cascade Corporation from
1991 to 1994. Chairman of the Board
of Boise Cascade Office Products
Corporation since 1995. Director of
Allendale Insurance Company.
Marilyn Carlson Nelson*................ Director of the Offeror's predecessor
company from 1993 until June, 1998.
President, Chief Executive Officer
and Vice Chair of Carlson Companies,
Inc., Co-Chair Carlson Wagonlit
Travel. Since joining Carlson
Companies in 1989, Ms. Nelson has
held various positions with Carlson
Companies including Director, Chief
Operating Officer and Senior Vice
President of Carlson Holdings, Inc.
Ms. Nelson is also President elect of
Travel Industry of America, and a
member of the United States National
Tourism Organization, World Travel
and Tourism Council, International
Advisory Council, Center for
International Leadership and
Committee of 200. Director of Exxon
Corporation; Carlson Companies, Inc.
</TABLE>
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<TABLE>
<C> <S>
Peter S. Hellman*...................... Former President and Chief Operating
Officer of TRW Inc. (1995-1999).
Assistant President of TRW Inc. from
1994 to 1995. Chief Financial Officer
from 1992 to 1994. Vice
President and Chief Financial Officer
from 1991 to 1992. Vice President and
Treasurer from 1989 to 1991. Various
positions with BP America from 1979
to 1989 and the Irving Trust Company
from 1972 to 1979. Director of
Arkwright Mutual Insurance Company.
Frank Popoff*.......................... Director of the Offeror's predecessor
company from 1993 until June, 1998.
Chairman of The Dow Chemical Company
since 1992. Chief Executive Officer
of The Dow Chemical Company from 1987
to 1995. Director of American Express
Company; Chemical Financial
Corporation; United Technologies
Corporation.
Linda G. Alvarado*..................... President and Chief Executive Officer
of Alvarado Construction, since 1978.
Director of Cyprus Amax Minerals
Company; Engelhard Corporation;
Pitney.
Craig R. Barrett*...................... President and Chief Executive Officer
of Intel Corporation since 1998.
President and Chief Operating Officer
of Intel Corporation from 1997 to
1998, Executive Vice President and
Chief Operating Officer from 1993-
1997 and Executive Vice-President
from 1990-1993. Senior Vice-President
and General Manager of the
Microcomputer Components Group of
Intel Corporation from 1989 to 1990.
Vice President/ Senior Vice-President
and General Manager of the Components
Technology and Manufacturing Group of
Intel Corporation from 1985 to 1989,
and Vice President from 1984 to 1985.
Various technology, engineering and
manufacturing management positions
with Intel Corporation from 1974 to
1984. Professor of Engineering at
Stanford University from 1965 to
1974. Director or Intel corporation;
SEMATECH.
Jerry J. Colangelo*.................... Owner, Chairman and Chief Executive
Officer of the Arizona Diamondbacks
since 1995. President and Chief
Executive Officer of the Phoenix
Suns, NBA since 1987. General Manager
of the Phoenix Suns, NBA from 1968 to
1987. Head Scout and Director of
Merchandising for the Chicago Bulls,
NBA from 1966 to 1968. Associate of
D.O. Klein & Associates from 1964 to
1965. Partner at the House of
Charles, Inc. from 1962 to 1964.
Director of Phoenix Art Museum;
Phoenix Community Alliance; Arizona.
Manuel A. Fernandez.................... Chairman of the Board of Gartner
Group, Inc. since 1998; Chairman and
Chief Executive Officer of Gartner
Group, 1995-1998; President of
Gartner Group, 1991-1995; Prior to
1995, President, Chief Executive
Officer, Dataquest Inc.; Director,
Brunswick Corporation and Getty
Images.
</TABLE>
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<TABLE>
<C> <S>
Solomon D. Trujillo*................... President and Chief Executive Officer
of U S WEST since 1998. President and
Chief Executive Officer of the
Communications Group of the Offeror's
predecessor company from 1995 to
1998. President and Chief Executive
Officer of U S WEST Dex, Inc. from
1992 to 1995. Mr. Trujillo joined The
Mountain States Telephone and
Telegraph Company in 1974 and has
been affiliated with U S WEST and its
predecessors since that time, serving
in various marketing, sales, finance
and public policy positions. Director
of BankAmerica Corporation; Dayton
Hudson Corporation.
Betsy J. Bernard....................... Executive Vice President--Retail
Markets. Before joining U S WEST, Ms.
Bernard was head of AVIRNES, an
advanced international
telecommunications services company.
Prior to that, Ms. Bernard was
President and CEO of Pacific Bell
Communications, the long-distance
subsidiary of Pacific Telesis Group.
Before joining PacBell, she worked
for AT&T for eighteen years in a
number of positions. Ms. Bernard
serves on the board of directors of
Mile High United Way.
Janet K. Cooper........................ Vice President--Treasurer and
Controller. Ms. Cooper has been the
Vice President and Treasurer of U S
WEST Communications, Inc. since May
of 1998. Before joining U S WEST, Ms.
Cooper was Vice President of Treasury
and Tax Business of The Quaker Oats
Company from 1992 to 1998. Ms. Cooper
joined The Quaker Oats Company in
1978 and held various financial and
managerial positions.
John A. Kelley, Jr. ................... President of Wholesale--U S WEST
Communications, Inc. Mr. Kelley
became President of Wholesale--U S
WEST Communications, Inc. in April
1998. Prior to his current
assignment, Mr. Kelley was Vice
President--Large Business and
Government Accounts and President--
Federal Services of U S WEST
Communications, Inc. since 1995.
Prior to joining U S WEST, Mr. Kelley
was Area President for Mead
Corporation's Zellerbach Southwest
businesses and Vice President and
General Manager for Zellerbach's
Industrial Business Unit.
Mark D. Roellig........................ Executive Vice President--Public
Policy, Human Resources & Law,
General Counsel and Secretary. In
June 1998, Mr. Roellig became
Executive Vice President-- Public
Policy, Human Resources and Law,
General Counsel and Secretary of U S
WEST, Inc. Previously, Mr. Roellig
was Vice President--Public Policy and
Regulatory Law of U S WEST
Communications Group from 1997 until
June 1998. Mr. Roellig had served as
a Vice President of the Offeror's
predecessor company since 1994 and
has held a variety of positions in
the Law Department of that firm since
1983.
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<C> <S>
James A. Smith......................... Executive Vice President and
President of U S WEST Dex, Inc. In
June 1998, Mr. Smith became Executive
Vice President of U S WEST, Inc. He
has served as President and Chief
Executive Officer of U S WEST Dex,
Inc. since 1997. Mr. Smith had been a
Vice President of Old U S WEST since
1987 and has held a variety of
operational, marketing and management
positions with the Offeror's
predecessor company and its
predecessors for 20 years. Mr. Smith
serves on the boards of the U S WEST
Foundation, the Public Education
Network, The Children's Hospital and
The Wigwam Club, Inc.
Allan R. Spies......................... Executive Vice President and Chief
Financial Officer. In June 1998, Mr.
Spies became Executive Vice President
and Chief Financial Officer of U S
WEST, Inc. Previously, Mr. Spies was
Vice President and Chief Financial
Officer of U S WEST Communications
Group since 1997. Mr. Spies had been
a Vice President of the Offeror's
predecessor company since 1995 and
has held a variety of finance and
management positions with Old U S
WEST and its predecessors for over 28
years.
Gregory M. Winn........................ Executive Vice President--Operations
and Technology. Mr. Winn became
Executive Vice President--Operations
and Technology in July of 1998. Mr.
Winn served as Executive Vice
President--Retail Markets for U S
WEST Communications Group from 1997
to 1998 and for U S WEST from June
1998 until July of 1998. Mr. Winn had
been a Vice President of the
Offeror's predecessor company since
1994 and has held a variety of
marketing and sales positions with
Old U S WEST and its predecessors for
28 years.
</TABLE>
Except for Ms. Bernard, Ms. Cooper and Mr. Kelley, each of the above
executive officers has held a managerial position with the Offeror's
predecessor company or an affiliate thereof since 1994.
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