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| FORM 3 |
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| OMB APPROVAL |
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| OMB Number: 3235-0104 |
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935 or
Section 30(f) of the Investment Company Act of 1940
(Print or Type Responses)
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1. Name and Address of Reporting Person*
Global CrosSing Ltd.
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(Last) (First) (Middle)
Wessex House, 45 Reid Street
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(Street)
Hamilton HM12, Bermuda
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(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year) February 22, 2000
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3. IRS Identification Number of Reporting Person, if an entity
(voluntary) 98-0189783
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4. Issuer Name and Ticker or Trading Symbol IXnet, Inc. (EXNT)
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5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
___ Director ___ Officer X 10% Owner ___ Other
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(give title below) (specify below)
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6. If Amendment, Date of Original (Month/Day/Year)
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7. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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____ Form filed by More than One Reporting Person
TABLE I--NON-DERIVATIVE SECURITIES BENEFICIALLY OWNED
<TABLE>
<CAPTION>
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1. Title 2. Amount of 3. Ownership Form: 4. Nature of
of Securities Bene- Direct (D) or Indirect Bene-
Security ficially Owned Indirect (I) ficial Ownership
(Instr. 4) (Instr. 4) (Instr. 5) (Instr. 5)
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<S> <C> <C> <C>
Common Stock, See Attachment A. See Attachment A. Not Applicable
$0.01 par value
</TABLE>
Reminder: Report on a separate line for each class of securities beneficially
owned directly or indirectly.
* If the form is filed by more than one reported person, see Instruction
5(b)(v).
Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a currently
valid OMB Number.
TABLE II--DERIVATIVE SECURITIES BENEFICIALLY OWNED
(e.g., puts, calls, warrants, options, convertible securities)
<TABLE>
<CAPTION>
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1. Title of Derivative 2. Date Exer- 3. Title and Amount of Securities 4. Conversion 5. Ownership 6. Nature of
Security (Instr. 4) cisable and Underlying Derivative Security or Form of Indirect
Expiration (Instr. 4) Exercise Derivative Beneficial
Date Price of Security: Ownership
(Month/Day/ Derivative Direct (D) (Instr. 5)
Year) Security or In-
---------------------------------------------------- direct (I)
Date Expira- Amount or (Instr. 5)
Exer- tion Title Number of
cisable Date Shares
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<S> <C> <C> <C> <C> <C> <C> <C>
Not applicable.
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</TABLE>
Explanation of Responses:
GLOBAL CROSSING LTD.
By: /s/ Dan J. Cohrs March 3, 2000
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Name: Dan J. Cohrs Date
Title: Senior Vice President
& Chief Financial Officer
**Signature of Reporting Person
** Intentional misstatements or omissions of facts constitute Federal
Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed.
If space is insufficient, See Instruction 6 for procedure.
Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a currently
valid OMB Number.
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ATTACHMENT A TO FORM 3
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Reporting Person Date of Event Issuer Name and Ticker
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Global Crossing Ltd 02/22/2000 Ixnet,Inc.
Wessex House, 45 Reid Street (EXNT)
Hamilton HM12, Bermuda
Amount of Securities Beneficially Owned and Ownership Form: Direct (D) or
Indirect (I)
On February 22, 2000, Global Crossing entered into an Agreement and
Plan of Merger, dated as of February 22, 2000 (the "Merger "Agreement") with
Georgia Merger Sub Corporation ("GC Merger Sub"), IPC, IPC Information Systems,
Inc. ("IPC Systems"), Idaho Merger Sub Corporation ("IPC Merger Sub") and IXnet,
Inc. ("IXnet"), which sets forth the terms and conditions by which Global
Crossing will acquire by merger the entire equity interest in each of IPC and
IXnet. Pursuant to the Merger Agreement, (i) IPC will merge with and into IPC
Systems (the "Intercompany Merger"), with IPC Systems as the surviving
corporation, (ii) immediately thereafter, GC Merger Sub, a newly organized
wholly owned subsidiary of Global Crossing, will merge with and into IPC Systems
(the "IPC Systems Merger"), with IPC Systems surviving as a wholly owned
subsidiary of Global Crossing, and (iii) immediately thereafter, IPC Merger Sub,
a newly organized wholly owned subsidiary of IPC Systems will merge with and
into IXnet (the "IXnet Merger", and together with the Intercompany Merger and
the IPC Systems Merger, the "Mergers"), with IXnet surviving as a wholly owned
indirect subsidiary of Global Crossing.
Pursuant to the Merger Agreement, each share of common stock, par
value $0.01 per share of IPC (the "IPC Common Stock") issued and outstanding,
subject to certain exceptions described in the Merger Agreement, will be
converted into the right to receive 5.417 shares of common stock, par value
$0.01 per share, of Global Crossing ("Global Common Stock") and each share of
common stock, par value $0.01 per share of IXnet ("IXnet Common Stock") issued
and outstanding, subject to certain exceptions described in the Merger
Agreement, will be converted into the right to receive 1.184 shares of Global
Common Stock.
Concurrently with the execution of the Merger Agreement and in
accordance with the applicable provisions of the Merger Agreement, IPC Systems,
which owns approximately 84.3% of the outstanding IXnet Common Stock, has
executed and delivered its irrevocable written consent (the "IPC Systems
Consent") pursuant to which IPC Systems has taken action by written consent as a
stockholder of IXnet to adopt the Merger Agreement. Therefore, no further vote
with respect to the IXnet Merger by the stockholders of IXnet is required or
will be taken.
As a result of the execution of the Merger Agreement, certain
obligations and restrictions were imposed on the voting and disposition of
shares of IXnet Common Stock held by IPC Systems. Pursuant to the definition of
beneficial owner as set forth in Rule 13d-3 under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), Global Crossing may be deemed to be the
beneficial owner, in accordance with Rule 16a-1(a)(2) under
Page 2 of 3
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the Exchange Act, of 43,100,000 shares of IXnet Common Stock, constituting 84.3%
of the outstanding shares of IXnet Common Stock. Global Crossing does not have
beneficial ownership of any IXnet Common Stock for purposes of Rule 16a-1(a)(2)
of the Exchange Act.
Page 3 of 3
