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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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SCHEDULE 14D-9
Solicitation/Recommendation Statement
Pursuant to Section 14(d)(4)
of the Securities Exchange Act of 1934
(Amendment No.1 )
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Global Crossing Ltd.
(Name of Subject Company)
Global Crossing Ltd.
(Name of Person(s) Filing Statement)
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Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)
G3921A100
(CUSIP Number of Class of Securities)
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James C. Gorton, Esq.
Global Crossing Ltd.
150 El Camino Drive
Suite 204
Beverly Hills, California 90212
(310) 385-5200
(Name, address and telephone number of person
authorized to receive notice and communications on
behalf of the person(s) filing statement)
With a copy to:
Brian J. McCarthy, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue
Los Angeles, California 90071
(213) 687-5600
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This Amendment No. 1 amends and supplements the Schedule 14D-9 filed
with the Securities and Exchange Commission on May 24, 1999 by Global Crossing
Ltd., a company formed under the laws of Bermuda ("Global" or the "Company"),
relating to the cash tender offer by U S WEST, Inc., a Delaware corporation ("US
WEST") to purchase up to 39,259, 305 outstanding shares of Common Stock, par
value $0.01 per share, of Global.
ITEM 8. Additional Information to be Furnished.
Item 8 of the Schedule 14D-9 is hereby amended and supplemented by
adding the following information:
On Sunday, June 13, 1999, Qwest Communications International
Inc. ("Qwest") announced that it had offered to buy US West and Frontier
Corporation ("Frontier") in separate transactions. Global is a party to separate
merger agreements with Qwest and Frontier, both of which are in effect. On
Monday, June 14, 1999, Global issued a press release stating that the Global/US
West merger agreement is superior to Qwest's offer and that Global fully expects
to close the Global/US West merger as planned next year. Global further stated
in its press release that existing Global/Frontier merger agreement is also
superior to Qwest's offer, and that Global expects that the Global/Frontier
merger will close as planned in the third quarter of this year.
A copy of Global's June 14, 1999 press release is attached
hereto as Exhibit 9.
ITEM 9 Material to be filed as Exhibits.
Item 9 of the Schedule 14D-9 is hereby amended by adding the following
exhibit:
Exhibit 9 - Press Release issued by Global on June 14, 1999.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
GLOBAL CROSSING LTD.
By: /s/ JAMES C. GORTON
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James C. Gorton
Senior Vice President and General Counsel
Dated: June 16, 1999
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EXHIBIT 9
Hamilton, Bermuda - June 14, 1999 - Global Crossing Ltd. (Nasdaq: GBLX), the
owner and operator of the world's most advanced global IP-based fiber optic
network, today issued the following statement from Robert Annunziata, Chief
Executive Officer:
"We expect US WEST's $62.75 per share tender offer for approximately 39 million
Global Crossing shares to close as scheduled this Friday. Our existing US WEST
merger agreement is superior to Qwest's offer, and we fully expect to close it
as planned next year. Our existing Frontier merger agreement is also superior
to Qwest's offer, and we expect to close it as planned in the third quarter of
this year."
About Global Crossing
Global Crossing is the world's premier provider of global broadband capacity.
It is building and operating the world's most advanced global IP-based fiber
optic platform, connecting five continents for data, voice, video and Internet
transmissions. Global Crossing's operations are headquartered in Hamilton,
Bermuda, with offices in Los Angeles; New York City; Morristown, New Jersey; San
Francisco; Miami; London; Amsterdam; and Buenos Aires.
Statements made in this press release that state the company's or management's
intentions, beliefs, expectations, or predictions for the future are
forward-looking statements. It is important to note that the company's actual
results could differ materially from those projected in such forward-looking
statements. Information concerning factors that could cause actual results to
differ materially from those in the forward-looking statements is contained from
time to time in the company's filings with the U.S. Securities and Exchange
Commission (SEC). Copies of these filings may be obtained by contacting the
company or the SEC.
