UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)
Under the Securities Exchange Act of 1934
TELEGLOBE INC.
(Name of Issuer)
----------------------------------------
Common Shares, No Par Value
(Title of Class of Securities)
----------------------------------------
87941V100
(CUSIP Number)
----------------------------------------
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Timothy E. McGee Martine Turcotte Timothy E. McGee
Corporate Secretary Chief Legal Officer Chief Legal Officer and
Bell Canada Holdings Inc. BCE Inc. Corporate Secretary
1000 rue de La Gauchetiere Ouest 1000 rue de La Gauchetiere Ouest Bell Canada
Bureau 3700 Bureau 3700 1000 rue de La Gauchetiere Ouest
Montreal (Quebec) H3B 4Y7 Montreal (Quebec) H3B 4Y7 Bureau 4100
Canada Canada Montreal (Quebec) H3B 5H8
Telephone: (416) 581-4488 Telephone: (514) 870-4637 Canada
Telephone: (416) 581-4488
</TABLE>
David G. Masse David G. Masse
Secretary Secretary and Treasurer
129201 Canada Inc. 3632709 Canada Inc.
1000 rue de La Gauchetiere Ouest 1000 rue de La Gauchetiere Ouest
Bureau 3700 Bureau 4100
Montreal (Quebec) H3B 4Y7 Montreal (Quebec) H3B 5H8
Canada Canada
Telephone: (514) 786-3891 Telephone: (514) 786-3891
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
Copy to:
John J. Madden
Shearman & Sterling
599 Lexington Avenue
New York, New York 10022
Telephone: (212) 848-4000
November 23, 1999
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box |_|.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
1 of 19
<PAGE>
CUSIP No. 87941V100
- --------------------------------------------------------------------------------
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
BCE Inc.
- --------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of Group (See Instructions)
(a) |_|
(b) |_|
- --------------------------------------------------------------------------------
3. SEC Use Only
- --------------------------------------------------------------------------------
4. Sources of Funds (See Instructions)
N/A
- --------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e).
- --------------------------------------------------------------------------------
6. Citizenship or Place of Organization
Canada
- --------------------------------------------------------------------------------
7. Sole Voting Power
0
8. Number of Shares Shared Voting Power
Beneficially
Owned 58,660,728
By
Each
9. Reporting Person Sole Dispositive Power
With
0
10. Shared Dispositive Power
58,660,728
- --------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
58,660,728
- --------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
- --------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
23.13%
- --------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
CO
- --------------------------------------------------------------------------------
2 of 19
<PAGE>
CUSIP No. 87941V100
- --------------------------------------------------------------------------------
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Bell Canada Holdings Inc.
- --------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of Group (See Instructions)
(a) |_|
(b) |_|
- --------------------------------------------------------------------------------
3. SEC Use Only
- --------------------------------------------------------------------------------
4. Sources of Funds (See Instructions)
N/A
- --------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e).
- --------------------------------------------------------------------------------
6. Citizenship or Place of Organization
Canada
- --------------------------------------------------------------------------------
7. Sole Voting Power
0
8. Number of Shares Shared Voting Power
Beneficially
Owned 58,660,728
By
Each
9. Reporting Person Sole Dispositive Power
With
0
10. Shared Dispositive Power
58,660,728
- --------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
58,660,728
- --------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
- --------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
23.13%
- --------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
CO
- --------------------------------------------------------------------------------
3 of 19
<PAGE>
CUSIP No. 87941V100
- --------------------------------------------------------------------------------
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Bell Canada
- --------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of Group (See Instructions)
(a) |_|
(b) |_|
- --------------------------------------------------------------------------------
3. SEC Use Only
- --------------------------------------------------------------------------------
4. Sources of Funds (See Instructions)
WC
- --------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e).
- --------------------------------------------------------------------------------
6. Citizenship or Place of Organization
Canada
- --------------------------------------------------------------------------------
7. Sole Voting Power
0
8. Number of Shares Shared Voting Power
Beneficially
Owned 58,660,728
By
Each
9. Reporting Person Sole Dispositive Power
With
0
10. Shared Dispositive Power
58,660,728
- --------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
58,660,728
- --------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
- --------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
23.13%
- --------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
CO
- --------------------------------------------------------------------------------
4 of 19
<PAGE>
CUSIP No. 87941V100
- --------------------------------------------------------------------------------
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
129201 Canada Inc.
- --------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of Group (See Instructions)
(a) |_|
(b) |_|
- --------------------------------------------------------------------------------
3. SEC Use Only
- --------------------------------------------------------------------------------
4. Sources of Funds (See Instructions)
N/A
- --------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e).
- --------------------------------------------------------------------------------
6. Citizenship or Place of Organization
Canada
- --------------------------------------------------------------------------------
7. Sole Voting Power
0
8. Number of Shares Shared Voting Power
Beneficially
Owned 54,660,728
By
Each
9. Reporting Person Sole Dispositive Power
With
0
10. Shared Dispositive Power
54,660,728
- --------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
54,660,728
- --------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
- --------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
21.56%
- --------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
CO
- --------------------------------------------------------------------------------
5 of 19
<PAGE>
CUSIP No. 87941V100
- --------------------------------------------------------------------------------
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
3632709 Canada Inc.
- --------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of Group (See Instructions)
(a) |_|
(b) |_|
- --------------------------------------------------------------------------------
3. SEC Use Only
- --------------------------------------------------------------------------------
4. Sources of Funds (See Instructions)
WC
- --------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e).
- --------------------------------------------------------------------------------
6. Citizenship or Place of Organization
Canada
- --------------------------------------------------------------------------------
7. Sole Voting Power
0
8. Number of Shares Shared Voting Power
Beneficially
Owned 4,000,000
By
Each
9. Reporting Person Sole Dispositive Power
With
0
10. Shared Dispositive Power
4,000,000
- --------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
4,000,000
- --------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
- --------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
1.58%
- --------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
CO
- --------------------------------------------------------------------------------
6 of 19
<PAGE>
This Amendment No. 1 amends, supplements and restates the Statement on
Schedule 13D, filed with the Securities and Exchange Commission on March 10,
1999 (the "Schedule 13D"), by BCE Inc., a corporation incorporated under the
Canada Business Corporation Act ("BCE"), with respect to the common shares, no
par value (the "Common Shares"), of Teleglobe Inc., a corporation incorporated
under the Canada Business Corporation Act (the "Company" or "Teleglobe").
This Amendment is made principally to amend Item 4 to report the
exercise by BCE of a right of first refusal, whereby BCE through an indirectly
owned subsidiary acquired 4,000,000 Common Shares for US$21.75 per share,
pursuant to an agreement between BCE and Troutt Family Trust - Separate Trust
Estate of Kenny Troutt. In addition, certain other items were amended to
identify a change in the ownership structure of the Common Shares due to a
reorganization of BCE pursuant to a strategic partnership with Ameritech
Corporation ("Ameritech"). Except for certain additional conforming changes, all
other items identified below are restated from the Schedule 13D in compliance
with the electronic filing requirements of the Securities and Exchange
Commission as set forth in Regulation S-T (Reg. ss. 232.101(a)(2)).
Item 1. Security and Issuer
Item 1 of the Schedule 13D is hereby amended, supplemented and restated
as follows:
The class of equity securities to which this statement relates is the
common shares, no par value, of Teleglobe Inc. The principal place of business
of Teleglobe is 1000 rue de La Gauchetiere Ouest, Bureau 2400, Montreal, Quebec,
Canada H3B 4X5.
Item 2. Identity and Background.
Item 2 of the Schedule 13D is hereby amended, supplemented and restated
as follows:
The persons listed in numbers 1 through 5 are the persons filing this
joint statement.
1. a. BCE Inc. is a corporation incorporated under the Canada Business
Corporations Act.
b. The address of the principal office of BCE is 1000, rue de La
Gauchetiere Ouest, Bureau 3700, Montreal, Quebec, H3B 4Y7.
c. BCE is Canada's largest communications company.
d. During the last five years, BCE has not been convicted in any criminal
proceeding.
e. During the last five years, BCE has not been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction, as a result of which it is or was subject to a judgment,
decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
7 of 19
<PAGE>
2. a. Bell Canada Holdings Inc. is a corporation incorporated under the
Canada Business Corporations Act ("BCH").
b. The address of the principal office of BCH is 1000, rue de La
Gauchetiere Ouest, Bureau 3700, Montreal, Quebec, H3B 4Y7.
c. BCH is a 80% owned subsidiary of BCE. The remaining 20% of BCH is
indirectly owned by Ameritech.
d. During the last five years, BCH has not been convicted in any criminal
proceeding.
e. During the last five years, BCH has not been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction, as a result of which it is or was subject to a judgment,
decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
3. a. Bell Canada is a corporation governed by the Canada Business
Corporations Act ("Bell Canada").
b. The address of the principal office of Bell Canada is 1000, rue de La
Gauchetiere Ouest, Bureau 4100, Montreal, Quebec, H3B 5H8.
c. Bell Canada is a wholly-owned subsidiary of BCH.
d. During the last five years, Bell Canada has not been convicted in any
criminal proceeding.
e. During the last five years, Bell Canada has not been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction, as a result of which it is or was subject to a judgment,
decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
4. a. 129201 Canada Inc. is a corporation incorporated under the Canada
Business Corporations Act ("129201").
b. The address of the principal office of 129201 is 1000, rue de La
Gauchetiere Ouest, Bureau 3700, Montreal, Quebec, H3B 4Y7.
c. 129201 is a wholly-owned subsidiary of Bell Canada.
d. During the last five years, 129201 has not been convicted in any
criminal proceeding.
8 of 19
<PAGE>
e. During the last five years, 129201 has not been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction, as a result of which it is or was subject to a judgment,
decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
5. a. 3632709 Canada Inc. is a corporation incorporated under the Canada
Business Corporations Act ("3632709").
b. The address of the principal office of 3632709 is 1000, rue de La
Gauchetiere Ouest, Bureau 4100, Montreal, Quebec, H3B 5H8.
c. 3632709 is a wholly-owned subsidiary of Bell Canada.
d. During the last five years, 3632709 has not been convicted in any
criminal proceeding.
e. During the last five years, 3632709 has not been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction, as a result of which it is or was subject to a judgment,
decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
Information regarding the directors and executive officers of the
companies listed in numbers 1 trough 5 above is set forth on Exhibit A attached
hereto, which Exhibit is incorporated herein by reference. Except as set forth
on Exhibit A, all of the directors and executive officers of such companies are
citizens of Canada. During the last five years, to the knowledge of such
companies, no person named on Exhibit A with respect to that particular company
has been (a) convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (b) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
is or was subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or other Consideration.
Item 3 of the Schedule 13D is hereby amended, supplemented and restated
as follows:
The aggregate purchase price for the 4,000,000 Teleglobe Common Shares
purchased pursuant to the Stock Purchase Agreement (as described in Item 4
below) was US$87,000,000. BCE, as part of the Ameritech reorganization assigned
its right to purchase the Common Shares to Bell Canada, who by board resolution
authorized 3632709 to exercise such right. The source of funds used to purchase
the Common Shares was from the working capital of Bell Canada.
9 of 19
<PAGE>
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended, supplemented and restated
as follows:
BCE acquired Common Shares for the purpose of investment in Teleglobe
as part of its strategic relationship with Teleglobe. 129201 is currently the
record and beneficial owner of approximately 21.56% of the Common Shares
outstanding and 3632709 is currently the record and beneficial owner of
approximately 1.58% of the Common Shares outstanding.
On June 14, 1998, Teleglobe and Excel Communications, Inc. ("Excel")
announced a business combination which provided for the exchange of common
shares of Excel for common shares of Teleglobe on the basis of .885 of a
Teleglobe common share for each Excel common share exchanged. On November 10,
1998, the effective date of the business combination, BCE held, directly and
indirectly, 11,971,700 common shares of Excel, entitling it to 10,594,954 common
shares of Teleglobe. On December 7, 1998, BCE exchanged 11,521,700 Excel shares
for 10,196,704 Common Shares of Teleglobe. On December 8, 1998, BCE exchanged
the remaining 450,000 Excel shares for 398,250 Common Shares of Teleglobe.
Pursuant to an agreement with the Company (then Memotec Data Inc.)
dated May 7, 1987, as amended June 14, 1998 (the "Private Placement Agreement"),
BCE has a pre-emptive right entitling it to maintain at least a 20% ownership
position in the Company. Concurrently with the closing of the business
combination with Excel, BCE exercised this pre-emptive right and acquired
indirectly an additional 5,400,000 Common Shares of Teleglobe from treasury at
market price. A copy of this agreement is filed herewith as Exhibit B to this
Schedule 13D and is hereby incorporated herein by reference. In addition,
between October 15, 1998, and November 4, 1998, BCE acquired an additional
2,301,500 Common Shares of Teleglobe through purchases on the open market.
On February 26, 1999, BCE, through its then wholly-owned subsidiary
129201, acquired an additional 4,000,000 Common Shares from Troutt Family Trust
- - Separate Trust Estate of Kenny A. Troutt pursuant to an Agreement of Purchase
and Sale dated February 19, 1999 (the "2/99 Stock Purchase Agreement"). A copy
of the 2/99 Stock Purchase Agreement is filed herewith as Exhibit C to this
Schedule 13D and is hereby incorporated herein by reference. Concurrently with
the execution of the 2/99 Stock Purchase Agreement, BCE and Kenny A. Troutt
entered into an agreement whereby BCE was given a right of first refusal over an
additional 20,000,000 common shares of Teleglobe (the "Right of First Refusal
Agreement"). A copy of the Right of First Refusal Agreement is filed herewith as
Exhibit D to this Schedule 13D and is hereby incorporated herein by reference.
On June 1, 1999, BCE entered into a strategic partnership with
Ameritech relating to Bell Canada. Pursuant to such transaction, Ameritech
through an indirectly wholly-owned subsidiary acquired a 20% interest in BCH.
BCH owns all of the common shares of Bell Canada. As a result of such
transaction BCE currently owns 80% of the share capital of BCH and Ameritech
owns a 20% minority interest.
10 of 19
<PAGE>
Prior to the investment by Ameritech, Bell Canada was reorganized. As a
result of such reorganization BCE contributed all of its Canadian
telecommunications assets to Bell Canada including all of its interest in
Teleglobe. BCE transferred 42,099,274 Common Shares to 129201. Subsequently BCE
contributed 129201 to Bell Canada which resulted in 129201 becoming a direct
wholly-owned subsidiary of Bell Canada.
On November 23, 1999, BCE exercised its right to acquire additional
Common Shares from Troutt Family Trust - Separate Trust Estate of Kenny A.
Troutt under the Right of First Refusal Agreement. Pursuant to such agreement
BCE was entitled to assign its right to purchase the Common Shares to any direct
or indirect subsidiary. As part of the Ameritech reorganization, BCE has
assigned such right to Bell Canada who in turn assigned such right to 3632709.
Pursuant to an Agreement of Purchase and Sale dated November 23, 1999 ("11/99
Stock Purchase Agreement"), 3632709 purchased 4,000,000 Common Shares. A copy of
the 11/99 Stock Purchase Agreement is filed herewith as Exhibit E to this
Schedule 13D and is hereby incorporated herein by reference.
BCE intends to periodically review its investment in and strategic
relationship with Teleglobe on the basis of various factors, including
Teleglobe's business, financial condition, results of operations and prospects,
general economic and industry conditions, the securities markets in general and
those for Teleglobe's Common Shares in particular. Based upon such assessment,
BCE may acquire additional Common Shares in Teleglobe, in the future, pursuant
to the Right of First Refusal Agreement, through open market purchases or in
privately negotiated transactions. Similarly, BCE may dispose of some or all of
its investment in Teleglobe, based upon BCE's review of the above factors.
Except as set forth above, neither BCE, BCH, Bell Canada, 129201 or
3632709 nor any person controlling such companies, nor any of the persons named
on Exhibit A, has any plan or proposals which relate to or would result in any
of the transactions described in subparagraphs (a) through (j) of Item 4 of this
Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended, supplemented and restated
as follows:
1. BCE
(a) BCE beneficially owns 58,660,728 Common Shares, representing
approximately 23.13% of the outstanding Common Shares of Teleglobe, of which
54,660,728 are registered in the name of 129201 and 4,000,000 are registered in
the name of 3632709.
Filed herewith as Schedule 1 are the directors and executive officers
of BCE that beneficially own Common Shares of Teleglobe.
(b) BCE has the shared voting power to vote and to dispose of
58,660,728 Common Shares of Teleglobe.
11 of 19
<PAGE>
(c) Except for the transaction described in Item 4 hereof, no
transactions in securities of the Company have been effected during the last 60
days by BCE, or any other person controlling BCE, or any of the persons named in
Exhibit A.
(d) Not applicable.
(e) Not applicable.
2. BCH
(a) BCH beneficially owns 58,660,728 Common Shares, representing
approximately 23.13% of the outstanding Common Shares of Teleglobe, of which
54,660,728 are registered in the name of 129201 and 4,000,000 are registered in
the name of 3632709.
Filed herewith as Schedule 1 are the directors and executive officers
of BCH that beneficially own Common Shares of Teleglobe.
(b) BCH has the shared voting power to vote and to dispose of
58,660,728 Common Shares of Teleglobe.
(c) Except for the transaction described in Item 4 hereof, no
transactions in securities of the Company have been effected during the last 60
days by BCH, or any other person controlling BCH, or any of the persons named in
Exhibit A.
(d) Not applicable.
(e) Not applicable.
3. Bell Canada
(a) Bell Canada beneficially owns 58,660,728 Common Shares,
representing approximately 23.13% of the outstanding Common Shares of Teleglobe,
of which 54,660,728 are registered in the name of 129201 and 4,000,000 are
registered in the name of 3632709.
Filed herewith as Schedule 1 are the directors and executive officers
of Bell Canada that beneficially own Common Shares of Teleglobe.
(b) Bell Canada has the shared voting power to vote and to dispose of
58,660,728 Common Shares of Teleglobe.
(c) Except for the transaction described in Item 4 hereof, no
transactions in securities of the Company have been effected during the last 60
days by Bell Canada, or any other person controlling Bell Canada, or any of the
persons named in Exhibit A.
(d) Not applicable.
(e) Not applicable.
12 of 19
<PAGE>
4. 129201
(a) 129201 beneficially and of record owns 54,660,728 Common Shares,
representing approximately 21.56% of the outstanding Common Shares of Teleglobe.
Currently none of the directors or executive officers of 129201
beneficially own Common Shares of Teleglobe.
(b) 129201 has the shared voting power to vote and to dispose of
54,660,728 Common Shares of Teleglobe.
(c) Except for the transaction described in Item 4 hereof, no
transactions in securities of the Company have been effected during the last 60
days by 129201, or any other person controlling 129201, or any of the persons
named in Exhibit A.
(d) Not applicable.
(e) Not applicable.
5. 3632709
(a) 3632709 beneficially and of record owns 4,000,000 Common Shares,
representing approximately 1.58% of the outstanding Common Shares of Teleglobe.
Currently none of the directors or executive officers of 3632709
beneficially own Common Shares of Teleglobe.
(b) 3632709 has the shared voting power to vote and to dispose of
4,000,000 Common Shares of Teleglobe.
(c) Except for the transaction described in Item 4 hereof, no
transactions in securities of the Company have been effected during the last 60
days by 3632709, or any other person controlling 3632709, or any of the persons
named in Exhibit A.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of Teleglobe.
Item 6 of the Schedule 13D is hereby amended, supplemented and restated
as follows:
Except for the Private Placement Agreement as amended, the 2/99 Stock
Purchase Agreement, the 11/99 Stock Purchase Agreement and the Right of First
Refusal Agreement, to the best knowledge of BCE, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) between the
persons enumerated in Item 2, and any other person, with respect
13 of 19
<PAGE>
to any securities of the Company, including, but not limited to, transfer or
voting of any of the securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or loss,
or the giving or withholding of proxies.
Item 7. Materials to be Filed as Exhibits
Item 7 of the Schedule 13D is hereby amended, supplemented and restated as
follows:
Exhibit A - Directors and Officers of BCE, BCH, Bell Canada, 129201 and
3632709.
Exhibit B - Private Placement Agreement entered into between Memotec
Data Inc. (Now Teleglobe Inc.), dated May 7, 1987, as
amended June 14, 1998.
Exhibit C - Agreement of Purchase and Sale entered into between BCE and
Trout Family Trust - Separate Trust Estate of Kenny A.
Troutt, dated February 19, 1999.
Exhibit D - Right of First Refusal Agreement entered into between BCE
and Kenny A. Troutt, dated February 19, 1999.
Exhibit E - Agreement of Purchase and Sale entered into between [Bell
Canada], 3632709 and Troutt Family Trust - Separate Trust
Estate of Kenny A. Troutt, dated November 23, 1999.
Exhibit F - Joint Filing Agreement between BCE, BCH, Bell Canada,
129201, and 3632709 pursuant to Rule 13d-1(k)(l)(iii).
14 of 19
<PAGE>
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.
Dated: November 29, 1999 BCE INC.
By /s/ Martine Turcotte
-----------------------------------
Name: Martine Turcotte
Title: Chief Legal Officer
15 of 19
<PAGE>
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.
Dated: November 29, 1999 BELL CANADA HOLDINGS INC.
By /s/ Timothy E. McGee
-----------------------------------
Name: Timothy E. McGee
Title: Corporate Secretary
16 of 19
<PAGE>
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.
Dated: November 29, 1999 BELL CANADA
By /s/ Timothy E. McGee
-----------------------------------
Name: Timothy E. McGee
Title: Chief Legal Officer and
Corporate Secretary
17 of 19
<PAGE>
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.
Dated: November 29, 1999 129201 CANADA INC.
By /s/ David G. Masse
-----------------------------------
Name: David G. Masse
Title: Secretary
18 of 19
<PAGE>
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.
Dated: November 29, 1999 3632709 CANADA INC.
By /s/ David G. Masse
-----------------------------------
Name: David G. Masse
Title: Secretary and Treasurer
19 of 19
<PAGE>
SCHEDULE 1
.
DIRECTORS AND OFFICERS
HOLDINGS IN SHARES OF TELEGLOBE INC.
BCE INC:
Directors
- ---------
Jeannine Guillevin Wood 2,000
Jean C. Monty 10,000
Guy Saint-Pierre 300
Lynton R. Wilson 1,142
Officers
- --------
Michael T. Boychuk 500
Barry W. Pickford 300
BELL CANADA HOLDINGS INC.:
Directors
- ---------
Jean C. Monty 10,000
Guy Saint-Pierre 300
Officers
- --------
Jean C. Monty 10,000
<PAGE>
BELL CANADA:
Directors
- ---------
Jean C. Monty 10,000
Guy Saint-Pierre 300
Officers
- --------
Pierre J. Blouin 200
Michael T. Boychuk 500
Martine Corriveau-Gougeon 250 (shares purchased August 30, 1999)
Bernard A. Courtois 700
Sylvie Lalande 600 (shares purchased August 10, 1999)
Barry W. Pickford 300
<PAGE>
EXHIBIT A
<TABLE>
<CAPTION>
Directors and Executive Officers
As of November 26, 1999
Corporation: BCE Inc.
- -------------------------------------------------------------------------------------------------------------------
Directors and Citizenship Address Occupation
- ------------------------- ------- ----------
<S> <C> <C>
Barford, Ralph MacKenzie Valleydene Corporation Limited President
Canadian 1903-20 Eglinton Avenue West
P.O. Box 2026
Toronto Ontario
Canada M4R 1K8
Charest, Micheline CINAR Corporation Chairman and Co-CEO
Canadian 1055 Rene-Levesque Blvd. East
Suite 800
Montreal Quebec
Canada H2L 4S5
Currie, Richard J. George Weston Limited President
Canadian 22 St. Clair Avenue East
Suite 2001
Toronto Ontario
Canada M4T 2S7
Guillevin Wood, Jeannine Banque Laurentienne du Canada Chairman of the Board
Canadian 1981 McGill College Avenue
20th Floor
Montreal Quebec
Canada H3A 3K3
Kaufman, Donna S. 2 St. Clair Avenue East Lawyer; Corporate Director
Canadian 800
Toronto Ontario
Canada M4T 2T5
Kierans, Thomas E. 100 Richmond Street West Chairman
Canadian 331
Clarkson Center for Business
Ethics
Toronto Ontario
Canada M5H 3K6
Levitt, Brian M. Imasco Limited President and Chief
Canadian 600 de Maisonneuve Blvd. West Executive Officer
19th Floor
Montreal Quebec
Canada H3A 3K7
McArthur, John H. Harvard University Dean Emeritus
Canadian Graduate School of Bus. Admin.
Soldiers Field
Boston, Massachusetts 02163
United States
</TABLE>
<PAGE>
2
<TABLE>
<CAPTION>
Corporation: BCE Inc.
- -------------------------------------------------------------------------------------------------------------------
Directors and Citizenship Address Occupation
- ------------------------- ------- ----------
<S> <C> <C>
Monty, Jean C. 1000 de La Gauchetiere West President and Chief
Canadian Suite 3700 Executive Officer
BCE Inc.
Montreal Quebec
Canada H3B 4Y7
Newall, J. Edward 2015 Bankers Hall Chairman
Canadian 855 - 2nd Street S.W.
Newall & Associates
Calgary Alberta
Canada T2P 4J7
Saint-Pierre, Guy Groupe SCN-Lavalin inc. Chairman of the Board
Canadian 455, Rene-Levesque Blvd. West
21st Floor
Montreal Quebec
Canada H2Z 1Z3
Tellier, Paul M. Canadian National Railway Co. President and Chief
Canadian 935 rue de La Gauchetiere O. Executive Officer
16th Floor
Montreal Quebec
Canada H3B 2M9
Wilson, Lynton R. 181 Bay Street Chairman of the Board
Canadian 4700
BCE Inc.
BCE Place, P.O. Box 794
Toronto Ontario
Canada M5J 2T3
Young, Victor L. 70 O'Leary Avenue Chairman and Chief
Canadian P.O. Box 550 Executive Officer
St. John's Newfoundland
Canada A1C 5L1
Officers and Citizenship Address Occupation
- ------------------------ ------- ----------
Anderson, William D. 1000 rue de La Guachetiere Ouest Chief Financial Officer
Canadian 3800
Montreal Quebec
Canada H3B 4Y7
Boychuk, Michael T. 1000 rue de La Gauchetiere O. Corporate Treasurer
Canadian 3700
Montreal Quebec
Canada H3B 4Y7
</TABLE>
<PAGE>
3
<TABLE>
<CAPTION>
Corporation: BCE Inc.
- -------------------------------------------------------------------------------------------------------------------
Officers and Citizenship Address Occupation
- ------------------------ ------- ----------
<S> <C> <C>
Monty, Jean C. 1000 rue de La Gauchetiere West President and Chief
Canadian 3700 Executive Officer
BCE Inc.
Montreal Quebec
Canada H3B 4Y7
Nicholson, Peter J.M. 100 rue de La Gauchetiere Ouest Chief Strategy Officer
Canadian 3700
Montreal Quebec
Canada H3B 4Y7
Pickford, Barry W. 1000 rue de La Gauchetiere Ouest Vice-President, Taxation
Canadian 3700
Montreal Quebec
Canada H3B 4Y7
Ryan, Marc J. 1000 rue de La Gauchetiere Ouest Corporate Secretary
Canadian 3800
Montreal Quebec
Canada H3B 4Y7
Turcotte, Martine 1000 rue de La Gauchetiere Ouest Chief Legal Officer
Canadian 3800
Montreal Quebec
Canada H3B 4Y7
</TABLE>
<PAGE>
4
<TABLE>
<CAPTION>
Corporation: Bell Canada
- -------------------------------------------------------------------------------------------------------------------
Directors and Citizenship Address Occupation
- ------------------------- ------- ----------
<S> <C> <C>
Kahan, James S. 175 East Houston Senior V-P, Corporate
American 11-A-50 Development
SBC Communications Inc.
San Antonio, Texas 78205
United States
Levitt, Brian M. Imasco Limited President and Chief Executive
Canadian 600 de Maisonneuve Blvd. West Officer
19th Floor
Montreal Quebec
Canada H3A 3K7
Monty, Jean C. 1000 rue de la Gauchetiere Ouest Chairman and Chief Executive
Canadian 3700 Officer
Bell Canada
Montreal Quebec
Canada H3B 4Y7
Mueller, Edward A. 175 East Houston President, SBC
American 10-A-50 International Operations
SBC Communications Inc.
San Antonio, Texas 78205
United States
Newall, J. Edward 2015 Bankers Hall Chairman
Canadian 855 - 2nd Street S.W.
Newall & Associates
Calgary Alberta
Canada T2P 4J7
Nicholson, Peter J.M. 1000 rue de la Gauchetiere Ouest Chief Strategy Officer
Canadian 3700
BCE Inc.
Montreal Quebec
Canada H3B 4Y7
Ryan, Marc J. 1000 rue de la Gauchetiere Ouest Corporate Secretary
Canadian 3800
Montreal Quebec
Canada H3B 4Y7
Saint-Pierre, Guy Groupe SCN-Lavalin inc. Chairman of the Board
Canadian 455, Rene-Levesque Blvd. West
21st Floor
Montreal Quebec
Canada H2Z 1Z3
Scott, C. Wesley M. 483 Bay Street Vice-Chairman
Canadian Floor 19 South
Toronto Ontario
Canada M5G 2E1
</TABLE>
<PAGE>
5
<TABLE>
<CAPTION>
Corporation: Bell Canada
- -------------------------------------------------------------------------------------------------------------------
Directors and Citizenship Address Occupation
- ------------------------- ------- ----------
<S> <C> <C>
Tellier, Paul M. Canadian National Railway Co. President and Chief Executive
Canadian 935 rue de la Gauchetiere O. Officer
16th Floor
Montreal Quebec
Canada H3B 2M9
Officers and Citizenship Address Occupation
- ------------------------ ------- ----------
Blouin, Pierre J. Bell Canada Senior V-P. - Sourcing and
Canadian 700, rue de la Gauchetiere O. Logistics
Bureau 2800
Montreal Quebec
Canada H3B 4L1
Boychuk, Michael T. 1000 rue de la Gauchetiere O. Vice-President and Treasurer
Canadian 3700
Montreal Quebec
Canada H3B 4Y7
Childers, Charles Anthony 483 Bay Street Senior Vice-President Sales
United States Floor 10 South
Toronto Ontario
Canada M5G 2E1
Corriveau-Gougeon, Martine 700 rue de la Gauchetiere Ouest Senior V-P. - Operations Planning
Canada 2800
Montreal Quebec
Canada H3B 2L1
Courtois, Bernard A. 105 rue Hotel de Ville Chief Strategy Officer
Canada 6e etage sud
Hull Quebec
Canada J8X 4H7
Cox, David Roderick 483 Bay Street Chief Information Officer
Canada Floor 10 South
Toronto Ontario
Canada M5G 2E1
Davis, Gary M. 1000, de la Gauchetiere Ouest Vice-President and Corporate
Canada Suite 700 Controller
Montreal Quebec
Canada H3B 4W5
Goulet, Josee 483 Bay Street SVP - Consumer Markets,
Canada Floor 10 South Sales & Service
Toronto Ontario
Canada M5G 2E1
Jarman, Terence James Bell Trinity Square President and CEO Bell Nexxia
Canadian 483 Bay Street, Floor 6 North
Toronto Ontario
Canada M5G 2E1
</TABLE>
<PAGE>
6
<TABLE>
<CAPTION>
Corporation: Bell Canada
- -------------------------------------------------------------------------------------------------------------------
Officers and Citizenship Address Occupation
- ------------------------ ------- ----------
<S> <C> <C>
Lalande, Sylvie 700 rue de la Gauchetiere O. SVP - Que
Canada Bureau 2800 Communications & Consumer Mkt
Montreal Quebec
Canada H3B 4L1
Marier, Guy 700 rue de la Gauchetiere Ouest President, Bell Quebec
Canadian 2800
Montreal Quebec
Canada H3B 4L1
McGee, Timothy E. 483 Bay Street Chief Legal Officer and
Canadian F8S Corporate Secretary
Toronto Ontario
Canada M5G 2E1
Monty, Jean C. 1000 rue de la Gauchetiere Ouest Chairman and Chief Executive
Canadian 3700 Officer
Bell Canada
Montreal Quebec
Canada H3B 4Y7
Mosey, Robert T. 483 Bay Street SVP - Advantage Business Markets
Canadian Floor 10 South
Toronto Ontario
Canada M5G 2E1
Pickford, Barry W. 1000 rue de la Gauchetiere Ouest Vice-President, Taxation
Canadian 3700
Montreal Quebec
Canada H3B 4Y7
Reising, Ronald 1000 rue de la Gauchetiere Ouest Chief Financial Officer
American 3700
Montreal Quebec
Canada H3B 4Y7
Scott, C. Wesley M. 483 Bay Street Vice-Chairman
Canadian Floor 19 South
Toronto Ontario
Canada M5G 2E1
Scott, Sheridan 105 Hotel de ville Chief Regulatory Officer
Canadian Floor 6
Hull Quebec
Canada J8X 4H7
Shedleur, Pierre 930 D'Aiguillon Senior V-P. - Business Markets,
Canadian 100 Quebec
Quebec Quebec
Canada G1R 5M9
Sheridan, John William 483 Bay Street President, Bell Ontario
Canada Bell Trinity Square
Floor 10 South
Toronto Ontario
Canada M5G 2E1
</TABLE>
<PAGE>
7
<TABLE>
<CAPTION>
Corporation: Bell Canada
- -------------------------------------------------------------------------------------------------------------------
Officers and Citizenship Address Occupation
- ------------------------ ------- ----------
<S> <C> <C>
Sheriff, Karen H. 483 Bay Street SVP - Product Management
American F6N and Product Development
Toronto Ontario
Canada M5G 2E1
Southwell, David A. 483 Bay Street Chief Technology Officer
Canadian Floor 10 South
Bell Trinity Square
Toronto Ontario
Canada M5G 2E1
Wyman, Georgina 1000 rue de la Gauchetiere Ouest Chief Human Resources Officer
Canadian Suite 3700
Montreal Quebec
Canada H3B 4Y7
</TABLE>
<PAGE>
8
<TABLE>
<CAPTION>
Corporation: Bell Canada Holdings Inc.
- -------------------------------------------------------------------------------------------------------------------
Directors and Citizenship Address Occupation
- ------------------------- ------- ----------
<S> <C> <C>
Levitt, Brian M. Imasco Limited President and Chief
Canadian 600 de Maisonneuve Blvd. West Executive Officer
19th Floor
Montreal Quebec
Canada H3A 3K7
Monty, Jean C. 1000 rue de la Gauchetiere Ouest President and Chief
Canadian 3700 Executive Officer
BCE Inc.
Montreal Quebec
Canada H3B 4Y7
Mueller, Edward A. 175 East Houston President, SBC
American 10-A-50 International Operations
SBC Communications Inc.
San Antonio, Texas 78205
United States
Newall, J. Edward 2015 Bankers Hall Chairman
Canadian 855 - 2nd Street S.W.
Newall & Associates
Calgary Alberta
Canada T2P 4J7
Nicholson, Peter J.M. 1000 rue de la Gauchetiere Ouest Chief Strategy Officer
Canadian 3700
BCE Inc.
Montreal Quebec
Canada H3B 4Y7
Ryan, Marc J. 1000 rue de la Gauchetiere Ouest Corporate Secretary
Canadian 3700
Montreal Quebec
Canada H3B 4Y7
Saint-Pierre, Guy Group SCN-Lavalin inc. Chairman of the Board
Canadian 455, Rene-Levesque Blvd. West
21st Floor
Montreal Quebec
Canadian H2Z 1Z3
Scott, C. Wesley M. 483 Bay Street Vice-Chairman
Canadian Floor 19 South
Toronto Ontario
Canada M5G 2E1
Tellier, Paul M. Canadian National Railway Co. President and Chief
Canadian 935 rue de La Gauchetiere O. Executive Officer
16th Floor
Montreal Quebec
Canada H3B 2M9
</TABLE>
<PAGE>
9
<TABLE>
<CAPTION>
Corporation: Bell Canada Holdings Inc.
- -------------------------------------------------------------------------------------------------------------------
Officers and Citizenship Address Occupation
- ------------------------ ------- ----------
<S> <C> <C>
McGee, Timothy E. 483 Bay Street Corporate Secretary
Canadian F8S
Toronto Ontario
Canada M5G 2E1
Monty, Jean C. 1000 rue de La Gauchetiere Ouest Chairman
Canadian 3700
BCE Inc.
Montreal Quebec
Canada H3B 4Y7
Reising, Ronald 1000 rue de la Gauchetiere Ouest Chief Financial Officer
American 3700
BCE Inc.
Montreal Quebec
Canada H3B 4Y7
Scott, C. Wesley M. 483 Bay Street President
Canadian Floor 19 South
Toronto Ontario
Canada M5G 2E1
</TABLE>
<PAGE>
10
<TABLE>
<CAPTION>
Corporation: 129201 Canada Inc.
- -------------------------------------------------------------------------------------------------------------------
Directors and Citizenship Address Occupation
- ------------------------- ------- ----------
<S> <C> <C>
Bich, Genevieve Bell Canada Vice-President
Canadian 1000, rue de la Gauchetiere Ouest
Bureau 4100
Montreal Quebec
Canada H3B 5H8
Masse, David G. 1000 rue de la Gauchetiere Ouest Assistant Corporate
Canadian 4100 Secretary
Montreal Quebec
Canada H3B 5H8
McGee, Timothy E. 483 Bay Street Chief Legal Officer and
Canadian F8S Corp. Secretary
Toronto Ontario
Canada M5G 2E1
Officers and Citizenship Address Occupation
- ------------------------ ------- ----------
Masse, David G. 1000 rue de la Gauchetiere Ouest Secretary
Canadian 4100.
Montreal Quebec
Canada H3B 5H8
McGee, Timothy E. 483 Bay Street Chairman and President
Canadian F8S
Toronto Ontario
Canada M5G 2E1
Ruggins, Leonard F. 1000 rue de la Gauchetiere Ouest Vice-President
3700
Montreal Quebec
Canada H3B 4Y7
</TABLE>
<PAGE>
11
<TABLE>
<CAPTION>
Corporation: 3632709 Canada Inc.
- -------------------------------------------------------------------------------------------------------------------
Directors and Citizenship Address Occupation
- ------------------------- ------- ----------
<S> <C> <C>
Bich, Genevieve Bell Canada Vice-President
Canadian 1000, rue de la Gauchetiere Ouest
Bureau 1400
Montreal Quebec
Canada H3B 5H8
Masse, David G. 1000 rue de la Gauchetiere Ouest Assistant Corporate
Canadian 4100 Secretary
Montreal Quebec
Canada H3B 5H8
Officers and Citizenship Address Occupation
- ------------------------ ------- ----------
Bich, Genevieve Bell Canada Chairman and President
Canadian 1000, rue de la Gauchetiere Ouest
Bureau 1400
Montreal Quebec
Canada H3B 5H8
Masse, David G. 1000 rue de la Gauchetiere Ouest Secretary and Treasurer
Canadian 4100
Montreal Quebec
Canada H3B 5H8
</TABLE>
<PAGE>
EXHIBIT B
May 7, 1987
MEMOTEC DATA INC.
600 McCaffrey Street
St-Laurent, Quebec
H4T 1M1
Dear Sirs:
We understand that Memotec Data Inc. ("Memotec") is prepared to
consider an issue of shares to Bell Canada Enterprises Inc. ("BCE") by way of
private placement, which may be simultaneous with a proposed issue of Common
Shares to the public. This letter sets out the terms and conditions of an offer
and agreement of BCE to acquire shares of Memotec by way of private placement.
1- Defined Terms
Where used herein, the following terms shall have the following
meanings respectively:
1.1 "Closing Date" means May 15, 1987 or such earlier or later date as may
be mutually agreed upon.
1.2 "Common Shares" means the common shares in the capital of Memotec as
constituted at the date hereof.
1.3 "Convertible Preferred Shares" means a series of the presently
constituted Preferred Shares in the capital of Memotec, to be created by the
Board of Directors of Memotec and having the attributes described in paragraph 3
hereof.
1.4 "Financial Statements" means the financial statements of Memotec
included in the Preliminary Prospectus and the Prospectus.
1.5 "Preliminary Prospectus" means the preliminary prospectus of Memotec
dated April 21, 1987 executed by Memotec for a public issue of Common Shares and
filed with securities commissions in the various provinces of Canada.
<PAGE>
2
1.6 "Prospectus" means the final version, if any, of the Preliminary
Prospectus filed with provincial securities commissions prior to the closing of
the purchase of Common Shares provided for in this Agreement.
1.7 "Purchased Shares" means the Common Shares and Convertible Preferred
Shares in the capital of Memotec subscribed for by BCE as provided for in
paragraph 2 hereof.
1.8 "Teleglobe" means Teleglobe Canada Inc., a company incorporated under
the Canada Business Corporations Act, and "Teleglobe Act" means the Teleglobe
Canada Reorganization and Divestiture Act (Canada).
1.9 "Time of Closing" means 11:00 A.M. (Montreal time) on the Closing Date.
2- Subscription for Purchased Shares
Subject to the terms and conditions set forth herein, BCE hereby
subscribes for and agrees to take up and pay for, and Memotec hereby agrees to
issue, sell and deliver to BCE, at the Closing Time, as fully paid and
non-assessable, 3,750,000 Common Shares and 1,517,500 Convertible Preferred
Shares for a purchase price of $28.00 per Common Share or Convertible Preferred
Share, being an aggregate subscription price of $147,490,000.
3- Share Provisions and Ownership
(a) The articles of Memotec shall fix, at closing, the following rights,
privileges, restrictions and conditions as attaching to Convertible Preferred
Shares:
(i) no dividend may be declared and made payable on the Common Shares
unless an equal and rateable dividend has been first declared and made
payable on the Convertible Preferred Shares;
(ii) the Convertible Preferred Shares shall rank ahead of the Common Shares
with respect to distribution of Memotec's assets in the event of its
liquidation, dissolution or winding-up;
(iii) there will be no voting rights attached to the Convertible Preferred
Shares except as prescribed by law;
(iv) the Convertible Preferred Shares shall be convertible into Common
Shares on a one for one basis, at any time.
<PAGE>
3
(b) As long as Teleglobe remains a subsidiary of Memotec and is subject to
a restriction in respect of voting share ownership by "designated
telecommunications common carriers" and their "associates" within the meaning of
the Teleglobe Act, it is intended that BCE and its affiliates not own shares
carrying more than a number of voting rights which would constitute Memotec an
"associate" of a "designated telecommunications common carrier". If a court of
final determination determines that Memotec is such an "associate" by reason of
the percentage ownership of Common Shares by BCE and its affiliates then it is
agreed that the parties shall consult and use their best efforts with a view to
agreeing as to an appropriate manner to restore Memotec to the status of not
being such an "associate", provided that, failing agreement within 10 business
days of the court decision, BCE will, to the extent it has not otherwise
disposed of its Common Shares, agree to an exchange of such number of its Common
Shares into an equal number of convertible preferred shares, having the same
attributes as those described in paragraph 3(a) hereof, as counsel to BCE and
Memotec shall advise as being necessary to restore such status, provided that in
no event shall a number of Common Shares be so exchanged which would result in
BCE being unable to equity account for its investment in Memotec under Canadian
generally accepted accounting principles. Memotec shall not knowingly assist in
or encourage the acquisition of any shares of Memotec by any "designated
telecommunications common carrier" or any "associate" thereof (within the
meaning of the Teleglobe Act) without the consent of BCE.
4- Closing
The closing of the purchase and sale of the Purchased Shares shall take
place at the offices of Bell Canada Enterprises Inc., Suite 2100, 2000 McGill
College Avenue, Montreal, Quebec at the Time of Closing. Upon fulfillment of the
terms and conditions hereof, at the Time of Closing Memotec will deliver to BCE
definitive share certificates duly issued and registered in the name of BCE, or
as it may otherwise direct in writing, representing the Purchased Shares against
receipt of a cheque payable at par or to the order of Memotec in the amount of
$147,490,000.
5- Representations and Warranties of Memotec
Memotec represents and warrants to BCE, and acknowledges that BCE is
entering into this Agreement in reliance on the following:
5.1 Memotec has been duly incorporated and organized and is validly
existing and in good standing as a public corporation under the laws of Canada
and has all requisite corporate power and authority to carry on its business as
now conducted and is presently proposed to be conducted, to own, lease and
operate its property and assets and is duly qualified as a corporation to do
business and is in good standing in each jurisdiction in which the nature of the
business
<PAGE>
4
conducted by it or the property owned or leased by it makes such qualification
necessary, and is in good standing under the securities laws of each province of
Canada to which it is subject;
5.2 Memotec has taken all necessary corporate action to authorize the
execution, delivery and performance by Memotec of its obligations under this
Agreement and, by the Time of Closing, will have taken all such corporate action
as is necessary for the valid issuance of the Purchased Shares; this Agreement
has been duly executed and delivered by Memotec and constitutes a valid and
binding obligation of Memotec, enforceable against Memotec in accordance with
its terms, except as enforcement may be limited by bankruptcy, insolvency and
other laws of general application, or by legal or equitable principles relating
to or limiting creditors' rights generally;
5.3 Neither the execution nor the delivery by Memotec of this Agreement nor
the consummation of the transactions contemplated hereby will result in a breach
of the terms and conditions of, or constitute a default under, the constating
documents or by-laws of Memotec or the Teleglobe Act or any Court order,
agreement, license or other instrument or obligation to which Memotec is now a
party or by which it or any of its assets may be bound or affected;
5.4 The Preliminary Prospectus and the Prospectus contains and constitutes
full, true and plain disclosure of all material facts relating to the business
and affairs of Memotec and its subsidiaries taken as a whole and the securities
proposed to be offered by the final version thereof and there have been no
material changes to any of the information or facts contained in the Preliminary
Prospectus or the Prospectus since the date thereof except with respect to the
change resulting from this Agreement;
5.5 The Financial Statements are complete and correct, have been prepared
in accordance with generally accepted accounting principles applied on a basis
consistent with prior periods and accurately and fairly present and disclose the
assets, liabilities and the financial condition of the business of Memotec as
and at the date thereof and the results of its operations and the source and
application of its funds for the period then ended and reflect all liabilities
(whether accrued, absolute, contingent or otherwise) of Memotec as at such date;
5.6 None of the unissued Common Shares and Preferred Shares of Memotec will
be allotted, reserved, set aside or issued from the date hereof until the Time
of Closing, and no person, firm or corporation has any agreement, option, right
or privilege capable of becoming an agreement (including convertible securities
and warrants) for the allotment, purchase, subscription or issuance of any of
the unissued shares or securities of Memotec, except as disclosed in the
Preliminary Prospectus;
5.7 The financial position of Memotec is presently and will at the Time of
Closing be at least as good as that shown on or disclosed in the Financial
Statements contained in the
<PAGE>
5
Preliminary Prospectus and since the date of such statements there has been no
material adverse change in the business, results of operations, prospects,
assets, financial condition or affairs of Memotec and its subsidiaries taken as
a whole, financial or otherwise;
5.8 Since the date of the Preliminary Prospectus, the business and affairs
of Memotec have been carried on, and will be carried on from the date hereof to
the Time of Closing, in the ordinary and normal course;
5.9 Memotec is, and immediately following the Time of Closing will be, the
owner of all of its material real and personal property (including, without
limitation, the shares of Teleglobe) with good and marketable title thereto free
and clear of any mortgage, lien, charge, security interest, adverse claim or
other encumbrance whatsoever, except as disclosed in the Financial Statements
contained in the Preliminary Prospectus;
5.10 The corporate records and minute books of Memotec contain complete and
accurate minutes of all meetings of and copies of all by-laws and resolutions
passed; the share certificate books, registers of shareholders, registers of
transfers and other corporate registers are complete and accurate in all
material respects;
5.11 The books and records, financial and otherwise, of Memotec fairly and
correctly set out and disclose in all material respects the financial position
of Memotec as at the date hereof and all material financial transactions of
Memotec have been accurately recorded in such books and records;
5.12 No payments or special arrangements have been made or authorized or are
required to be made, since the date of the Financial Statements contained in the
Preliminary Prospectus by Memotec to officers directors, shareholders or
employees, including former such persons, except at the regular rates payable to
them as salaries, pensions, bonuses, management fees or other remuneration;
5.13 No capital expenditures or other expenditures out of the ordinary
course of business have, since the date of the Financial Statements contained in
the Preliminary Prospectus, been made or authorized by Memotec, except as
reflected in the Financial Statements contained in the Preliminary Prospectus;
5.14 No dividends or other distributions to the shareholders of Memotec have
been declared, paid, reserved, set aside or authorized on any shares or
securities of Memotec since the date of the Financial Statements contained in
the Preliminary Prospectus and Memotec has not since that date, directly or
indirectly, redeemed, paid off, purchased or otherwise acquired any of its
shares or made any return of capital on any of its shares or agreed to do so and
no such aforesaid action or proceeding will be taken from the date hereof to the
Time of Closing;
<PAGE>
6
5.15 No authorization, approval, consent or order of, or filing with, any
governmental authority or regulatory body or any other person is required for
the valid authorization, execution, delivery or performance by Memotec of its
obligations under this Agreement except as have been or will have been obtained
on or before the Time of Closing; and
5.16 The representations and warranties set forth in subparagraphs l, 3, 6,
7, 8, 9, 10, 11, 12 and 13 are hereby reiterated with respect to each material
subsidiary of Memotec (more than 10% of Memotec's current consolidated assets).
6- Representations and Warranties of BCE
BCE hereby represents and warrants to Memotec, and acknowledges that
Memotec is entering into this Agreement in reliance on the following:
6.1 BCE has taken all necessary corporate action to authorize the
execution, delivery and performance of its obligations under this Agreement;
this Agreement has been duly executed and delivered by BCE and constitutes a
valid and binding obligation of BCE, enforceable against BCE in accordance with
its terms, except as enforcement may be limited by applicable bankruptcy,
insolvency and other laws of general application, or by legal or equitable
principles relating to or limiting creditors' rights generally; and
6.2 No authorization, approval, consent or order of or filing with any
governmental agency or any other person is required for the valid authorization,
execution, delivery or performance by BCE of its obligations under this
Agreement except as have been or will have been obtained on or before the
Closing Date.
7- Survival of Representations and Warranties
It is understood that all representations and warranties of Memotec and
BCE herein contained, or contained in certificates or documents submitted
pursuant to or in connection with the transaction herein provided for, shall
survive the purchase of the Purchased Shares by BCE and shall continue to be in
full force and effect for the benefit of BCE and Memotec, respectively,
regardless of any investigation by or on behalf of either party with respect to
the representations and warranties of the other, except that such
representations and warranties of each party shall continue only for a period of
two years from the Closing Date.
<PAGE>
7
8- Conditions for the Benefit of BCE
The obligation of BCE to purchase the Purchased Shares and to complete
the transactions herein contemplated shall be subject to the following as of the
date hereof, to the fulfillment by Memotec of its covenants and agreements
hereunder and to the following additional conditions:
8.1 the accuracy of and compliance in all material respects with each of
the representations and warranties contained in paragraph 5;
8.2 the representations and warranties of Memotec as set out in paragraph 5
hereof shall be true at the Time of Closing in all material respects as if such
representations and warranties were made at and as of such time and Memotec
shall deliver to BCE at the Time of Closing a certificate of Memotec signed by a
senior officer dated the Closing Date to such effect;
8.3 Memotec shall have delivered to BCE a certified copy of its articles
and by-laws, and of a resolution duly passed by the Board of Directors of
Memotec authorizing the issue and sale of the Purchased Shares to BCE hereunder
and the execution and delivery of this Agreement;
8.4 BCE shall have received a favourable legal opinion from counsel to
Memotec, with respect to the following:
(i) confirming the accuracy of the statements in sub-paragraphs 5.1, 5.2,
5.3, 5.6, 5.9, 5.10, 5.14, 5.15 and 5.16 (insofar as that sub-paragraph
refers to sub-paragraphs 5.1, 5.3, 5.6, 5.9 and 5.10);
(ii) describing the authorized share capital of Memotec and that the
attributes of the Convertible Preferred Shares conform to the
description thereof set forth in paragraph 3; and that the Purchased
Shares have been duly authorized and, when such Purchased Shares are
issued and delivered to and paid for by BCE pursuant to this Agreement,
will be validly issued;
(iii) such other legal matters in connection with the transactions
contemplated herein as BCE may reasonably request.
8.5 All proceedings to be taken and all approvals to be obtained in
connection with the transaction contemplated by this Agreement, and all
documents incidental thereto, shall be satisfactory in form and substance to
BCE;
<PAGE>
8
8.6 No change in the beneficial ownership of outstanding shares of Memotec
materially affecting control of Memotec shall have occurred between the date
hereof and the Time of Closing;
8.7 Memotec shall have delivered to the Purchaser a letter executed by
Memotec's external auditors in form and substance satisfactory to the Purchaser
confirming in effect the representations contained in sub-paragraphs 5.4
(insofar as it contains information derived from the Financial Statements) and
5.5;
8.8 BCE shall have purchased prior to closing $28,250,000 of 10 3/4% Sixth
Series Convertible Notes ("Sixth Series Notes") due March 31, 1994 of Memotec
and $4,000,000 of 8% Fifth Series Convertible Notes ("Fifth Series Notes") due
June 30, 1995 of Memotec pursuant to letters of intent signed by BCE and holders
of such Notes on the date hereof.
9- Conditions for the Benefit of Memotec
The obligation of Memotec to issue and sell the Purchased Shares to BCE
shall be subject to the accuracy of the representations and warranties of BCE
herein as of the date hereof and as of the Time of Closing and to the
fulfillment by BCE of its covenants and agreements hereunder.
10- Conditions for the Benefit of Memotec and BCE
Neither party shall be obligated to complete the closing of the
transaction herein contemplated unless at the Time of Closing each of the
following conditions shall have been satisfied:
10.1 There shall be no action, suit or proceeding in any jurisdiction, at
law or in equity, or otherwise pending or threatened by any person, company,
governmental authority or regulatory body or any order, judgment, ruling or
decree by any court, governmental authority or regulatory body (i) to enjoin,
prohibit or proscribe the purchase by BCE of any of the Purchased Shares, the
issue and sale of the Purchased Shares by Memotec to BCE as herein provided for
or any other act or proceeding to be taken hereunder or in connection therewith
as herein contemplated or (ii) to cease trading in the Common Shares in any
jurisdiction or to suspend trading in or delist the Common Shares of Memotec on
the Montreal or Toronto stock exchanges; and
10.2 Memotec shall have obtained and shall have delivered to BCE copies of
all approvals, consents, rulings and authorizations of the Montreal and Toronto
stock exchanges and such other governmental or administrative bodies, regulatory
authorities or securities commissions
<PAGE>
9
having jurisdiction over the transactions herein contemplated as shall be
necessary, including all requisite approvals necessary to cause the Purchased
Shares subscribed for and to be issued hereunder to be duly listed and posted
for trading on the Montreal and Toronto stock exchanges.
11- Best Efforts and Rescission
11.1 The parties hereto agree to use their best efforts to fulfill or cause
to be fulfilled the covenants, representations and warranties and conditions
herein contained of and in favour of the parties hereto, respectively;
11.2 If any of the foregoing conditions is not met at the Time of Closing,
the party for whose benefit such condition exists may, by notice in writing to
the other party, rescind this Agreement in which event neither of the parties
shall be under any obligation to the other party hereunder; each party shall be
entitled to waive any of the conditions existing for its benefit in whole or in
part without prejudice to its rights of rescission in the event of
non-fulfillment of any other condition or conditions.
12- Board Representation of BCE
(a) Memotec agrees that the closing of the transaction herein contemplated
shall be conditional on arrangements being made satisfactory to BCE to provide
immediately after the Closing Time for a number of nominees of BCE to sit on the
Board of Directors (which shall include a reference to an Executive Committee of
the Board, if applicable) of Memotec such that the number of nominees comprises
one third (without rounding up, and to be a minimum of one) of the number of
Memotec directors, and thereafter that such nominees (including any nominees
proposed by BCE in substitution for the original nominees, and any subsequent
substitutes) (the "Nominees") be nominated and recommended to the shareholders
by the directors and management of Memotec for election at each meeting of
shareholders of Memotec held for the purpose of electing directors, or
immediately appointed to the Board by the remaining directors should a vacancy
arise between annual meetings due to one or more of the nominees ceasing to sit
on the Board for whatever reason, with the continuous intent that the nominees
of BCE and its affiliates on the Board of Directors shall represent one third of
the number of Directors of Memotec;
(b) BCE agrees that, so long as Teleglobe is a subsidiary of Memotec and is
subject to a restriction in respect of voting share ownership by "designated
telecommunications common carriers" and "associates" under the Teleglobe Act, it
shall not exercise its voting rights in respect of the election of directors of
Memotec except in favour of its nominees provided for in subparagraph (a);
<PAGE>
10
(c) Memotec agrees that, so long as Teleglobe is a subsidiary of Memotec,
it shall take appropriate actions required to provide immediately after the
Closing Time for a number of nominees of BCE to sit on the Board of Directors of
Teleglobe such that the number of such nominees comprises the maximum number of
Teleglobe directors which may be elected or appointed by "designated
telecommunications common carriers" and their "associates" within the meaning of
the Teleglobe Act, provided that this paragraph shall not apply if the Board of
Teleglobe is comprised only of internal management of Memotec;
(d) the entitlement of BCE mentioned in paragraphs (a) and (c) above shall
cease if, at any time after the Closing and after exercising or failing to
exercise its rights under subparagraph (e), BCE and affiliates do not have
beneficial ownership or control of a sufficient number of shares of Memotec to
enable BCE to equity account for its investment in Memotec under Canadian
generally accepted accounting principles;
(e) Memotec agrees that it is desirable that BCE and affiliates be
permitted, at its option, to maintain at least a 20 percent equity interest in
Memotec, and for this purpose agrees to make provision, in connection with all
future public or private offerings of its Common Shares, or securities
convertible into Common Shares, other than pursuant to continuous offering
plans, for the simultaneous purchase by BCE at the same price of such additional
Common Shares or securities as may be necessary to permit BCE and affiliates to
maintain a 20% equity interest in Memotec on a fully diluted basis, provided
that BCE shall indicate its intention to so purchase within 10 business days of
management recommending the offering to the Memotec Board; and also agrees to
afford BCE the opportunity, during the 30 days following each year-end during
which Memotec has issued such number of Common Shares, or securities convertible
into Common Shares, pursuant to continuous offering plans (including employee
stock option or savings plans), that the equity interest of BCE and affiliates
on a fully diluted basis has fallen below 20%, to purchase such additional
number of Common Shares or securities at the then current market price as may be
necessary to increase its equity interest back up to 20% on a fully diluted
basis.
13- Fees
Memotec agrees to pay BCE, at the closing, a fee in the amount of
$2,600,000 in respect of its agreement to acquire the Purchased Shares.
<PAGE>
11
14- Memotec Financing
Memotec agrees that from the date hereof and until six months after the
Closing Date it will not issue any Common Shares or securities convertible into
Common Shares (except pursuant to existing rights at the date hereof), unless
such issue satisfies each of the following:
(i) unless in accordance with clause (iii), is limited to the issuance of
not more than 2,750,000 Common Shares or securities convertible into
more than such number of Common Shares (not more than 1,750,000 to the
public and 1,000,000 to employees of Memotec and Teleglobe);
(ii) is made at an issue price of at least $27 per Common Share or having an
exercise price on conversion of at least $27 per Common Share or, in
the case of the issue of Common Shares to employees, at a discount of
not more than 10% from the issue price referred to in this clause (
ii), unless otherwise agreed to by the Chairman or President of BCE
within 7 days of request; and
(iii) to the extent necessary, is offered to BCE on a proportionate basis to
enable BCE to maintain its percentage ownership of Common Shares (on a
fully diluted basis after taking into account all Common Shares
issuable upon conversion or exercise of existing rights) at the level
which BCE will hold immediately after Closing and BCE shall have been
given at least 10 working days to respond to such offer.
15- Price Adjustment
Memotec hereby agrees to a right of action by BCE against Memotec for
damages on the same terms and conditions as those set forth in Section 217 and
following of the Securities Act (Quebec), based upon any false or misleading
information (as defined in the Securities Act) in the Preliminary Prospectus and
the Prospectus. This right is an addition to any other rights which BCE may have
under law with respect to this Agreement. The carrying out of the closing shall
not constitute an admission by BCE as to the accuracy of any information given
by Memotec in, or pursuant to, this Agreement, including in the Preliminary
Prospectus and the Financial Statements.
16- Shareholder Transactions
Memotec will not knowingly take or encourage any action which will or
could have the result of any person, including any affiliate of such person,
other than BCE and its affiliates, owning or exercising direction or control
over shares carrying more than one third of the votes attaching to all shares of
Memotec then outstanding.
<PAGE>
12
17- Notices
Any notice required or permitted to be given hereunder may be
effectively given to Memotec by letter addressed to Memotec and delivered to its
offices at the address on the first page hereof, or mailed by registered mail,
postage prepaid, to Memotec at such address, or to BCE by letter addressed to
BCE and delivered to BCE's office at Suite 2100, 2000 McGill College Avenue,
Montreal, Quebec, or mailed by registered mail, postage prepaid, to the
Purchaser at such address. Any notice so delivered shall be deemed to have been
received at the time of delivery and, if mailed as aforesaid, shall be deemed to
have been received on the third business day following the date of mailing.
Either party hereto may change its address for service from time to time to such
other address in Canada by notice given in accordance with the foregoing.
18- Entire Agreement
This agreement shall constitute the entire agreement between the
parties with respect to the transactions herein contemplated. There are not and
shall not be any oral statements, representations, warranties, undertakings or
agreements between the parties relating to the subject matter hereof. This
agreement may not be amended or modified in any respect except by written
instrument executed by both of the parties hereto.
19- Announcements
Any announcement with respect to this Agreement shall be made jointly
by the parties hereto.
20- Time of the essence
Time shall be of the essence hereof.
21- Proper Law
This agreement shall be construed and enforced in accordance with the
laws of the Province of Quebec and each of the parties hereto irrevocably
attorns to the jurisdiction of the Courts of Quebec.
<PAGE>
13
22- Language
The parties hereto have expressly requested that the present Agreement
be drafted in the English language. Les parties a la presente, ont expressement
demande a ce que le present Contrat soit redige dans la langue anglaise.
23- Successors and Assigns
This Agreement shall enure to the benefit of and be binding upon the
parties hereto and their respective successors and assigns. BCE shall have the
right to assign any or all of its interest in this Agreement, including the
Purchased Shares, to a subsidiary.
24- Acceptance
(a) The agreement of Memotec and its principal shareholders to the
foregoing may be confirmed by signing the enclosed copy of this letter at the
place indicated and delivering the same to BCE at Suite 2100, 2000 McGill
College Avenue, Montreal, Quebec prior to 8:00 P.M. on May 7, 1987.
(b) The agreement of BCE and of Memotec to the foregoing is subject to the
approval of their respective Boards of Directors, or authorized Committees
thereof, within 10 days from the date hereof.
Yours very truly,
BELL CANADA ENTERPRISES INC.
By: (signed)
----------------------------------
<PAGE>
14
The foregoing is hereby accepted
and agreed to by us.
MEMOTEC DATA INC.
By: (signed)
-------------------------------
By: (signed)
-------------------------------
<PAGE>
15
PRINCIPAL SHAREHOLDERS
The undersigned confirm that they are aware of the within Agreement
between Bell Canada Enterprises Inc. and Memotec Data Inc., and agree that if
any shareholder approvals or actions are required in order to complete any of
the transactions or other matters referred to in the Agreement, each of them
will vote or cause to be voted all voting shares of Memotec which they own or
over which they exercise direction or control in favour of such approvals or
actions.
The undersigned also agree to be bound by the undertaking set forth in
paragraph 16 of the Agreement with respect to shares of Memotec which they own
or over which they exercise direction or control.
ALTAMIRA COMMUNICATIONS INC.
By: (signed)
------------------------------
NOVACAP INVESTMENTS INC.
By: (signed)
------------------------------
<PAGE>
16
AMENDMENT AGREEMENT entered into on the formal date of June 14, 1998.
AMONG: TELEGLOBE INC., a Canadian corporation having its
head office in Montreal, Quebec;
("Teleglobe")
AND: BCE INC., a Canadian corporation having its head office in
Montreal, Quebec;
("BCE")
WHEREAS Teleglobe, previously named Memotec Data Inc., and BCE have
entered into a Subscription Agreement dated May 7, 1987 (the "Subscription
Agreement"), relating to an issue of Common Shares of the capital stock of
Teleglobe to BCE and providing for certain board representation and subscription
rights in favour of BCE;
WHEREAS, concurrently with the execution of this Amendment Agreement,
Teleglobe, North Merger Sub Corporation, a Delaware corporation and a direct
wholly-owned subsidiary of Teleglobe ("North Sub"), and Excel Communications,
Inc., a Delaware corporation ("South") have entered into an Agreement and Plan
of Merger (the "Merger Agreement") pursuant to which North Sub will merge with
and into South (the "Merger"), with South to be the surviving corporation in
such Merger. Such Merger shall become effective at such time as specified in the
certificate of merger to be filed in accordance with the applicable laws of the
State of Delaware (the "Effective Time");
WHEREAS BCE has contemporaneously entered into a voting agreement with
South;
NOW, THEREFORE, for good and valuable consideration and for and in
consideration of the mutual covenants and agreements hereinafter set forth, the
receipt and adequacy of which are hereby acknowledged, the parties hereto agree
with each other as follows:
1. Section 3(b) of the Subscription Agreement shall be abrogated.
2. Section 12(a) of the Subscription Agreement shall be abrogated and
replaced by the following provision:
"12. Board Representation of BCE
<PAGE>
17
(a) Teleglobe agrees to make arrangements satisfactory to BCE
prior to the Effective Time which by their terms shall become
effective immediately after the Effective Time providing for a
number of nominees of BCE to sit on the Board of Directors (which
shall also include a reference to an Executive Committee of the
Board, if applicable) of Teleglobe such that the number of such
nominees as a proportion of the total number of board members
shall be at least equal to the proportion of the total number of
issued and outstanding common shares of Teleglobe held by BCE and
its majority-owned affiliates at such time (without rounding up),
and thereafter that such nominees (including any nominees proposed
by BCE in substitution for the original nominees, and any
subsequent substitutes) (the "Nominees") be nominated and
recommended to the shareholders by the directors and management of
Teleglobe for election at each meeting of shareholders of
Teleglobe held for the purpose of electing directors, or
immediately appointed to the Board by the remaining directors
should a vacancy arise between annual meetings due to one or more
of the Nominees ceasing to sit on the Board for whatever reason,
with the continuous intent that the number of Nominees of BCE as a
proportion of the total number of members of the Board of
Directors (and Executive Committee) shall always be at least equal
to the proportion of the total number of issued and outstanding
common shares of Teleglobe held by BCE and its majority-owned
affiliates at any such time (without rounding up). BCE and its
majority-owned Affiliates shall be deemed to hold common shares
which they may acquire through the exercise of conversion,
warrants, options or other rights or securities issued by
Teleglobe;".
3. Section 12(b) of the Subscription Agreement shall be abrogated.
4. Section 12(c) of the Subscription Agreement shall be abrogated and
replaced by the following provision:
"Teleglobe agrees that, so long as Teleglobe Canada is a
subsidiary of Teleglobe, unless otherwise agreed in writing from
time to time by BCE, Teleglobe shall ensure that continuously
after the Effective Time, the number of nominees of BCE on the
Board of Directors of Teleglobe Canada (as well as any Executive
Committee) shall at least equal the proportionate board
representation enjoyed by BCE (without rounding up) on the board
of Teleglobe; provided that this paragraph shall not apply if the
Board of Teleglobe Canada is comprised only of internal management
of Teleglobe;".
5. Section 12(d) of the Subscription Agreement shall be abrogated.
<PAGE>
18
6. Any references in the Subscription Agreement to "Memotec" shall refer
to Teleglobe and any references therein to "Teleglobe" shall refer to
"Teleglobe Canada".
7. All other provisions of the Subscription Agreement remain unchanged.
8. Notwithstanding its date of execution this Amendment Agreement shall
become effective as of the Effective Time (and for greater certainty,
only if the Effective Time occurs prior to June 14, 1999).
<PAGE>
19
IN WITNESS WHEREOF, the parties have executed this Amendment Agreement.
TELEGLOBE INC.
Per: (signed)
----------------------------------------
BCE INC.
Per: (signed)
----------------------------------------
<PAGE>
EXHIBIT C
[Letterhead of BCE]
William D. Anderson
Chief Financial Officer,
BCE & Bell Canada
Telephone: (514) 870-8582
Fax: (514) 786-3960
E-mail: [email protected]
February 19, 1999
Troutt Family Trust - Separate Trust Estate of Kenny A. Troutt
c/o: Kenny A. Troutt
10595 Strait Lane
Dallas, Texas
75229
Re: Purchase and sale of 4,000,000 common shares of Teleglobe Inc.
--------------------------------------------------------------
Sir:
Upon the terms and conditions set forth in this agreement, Troutt Family Trust -
Separate Trust Estate of Kenny A. Troutt (the "Trust") agrees to sell, and
129201 Canada Inc. ("129201") agrees to buy, 4,000,000 common shares of
Teleglobe Inc. (the "Shares") for a purchase price of US$ 29.50 per Share, for
an aggregate purchase price of US$ 118 million.
The closing of the purchase and sale of the Shares shall take place at the
offices of BCE Inc., Montreal, Quebec, on the fifth (5th) business day following
the date of execution of this agreement by the Trust (the "Closing Date"). On
the Closing Date, the Trust will deliver to 129201 a single certificate
representing the Shares registered in the name of 129201 against payment of the
purchase price therefore by wire transfer of immediately available U.S. funds to
the order of the Trust.
The Trust represents and covenants to BCE Inc. and 129201 as follows on the date
hereof and on the Closing Date and acknowledges that BCE Inc. and 129201 are
relying upon such representations and covenants in connection with the purchase
of the Shares:
(a) the Trust is a trust duly created and subsisting and in good standing
under the laws of its jurisdiction;
<PAGE>
2
(b) the Trust has all necessary power and authority to enter into this
agreement and to do all acts and things as required hereunder to be
done, observed and performed by it;
(c) the Trust has taken all necessary action, if any, to authorize the
execution of this agreement on its behalf by Kenny A. Troutt, and the
performance by it of all acts and things as are required hereunder to
be done, observed and performed by it;
(d) this agreement has been duly and validly executed and delivered by the
Trust and constitutes a legal, valid and binding obligation of the
Trust enforceable in accordance with its terms;
(e) the Trust is the record owner of the Shares and Kenny A. Troutt is the
sole beneficial holder of the Shares free and clear of any and all
liens;
(f) no person, other than 129201 pursuant hereto, has any option or
agreement or right capable of becoming an option or an agreement
relating to the acquisition of any or all of the Shares;
(g) the entry into, execution and delivery of this agreement and the
performance by the Trust of its obligations hereunder will not result
in the violation of any of the terms and provisions of any agreement,
written or oral, to which the Trust or Kenny A. Troutt is a party or by
which it or he is bound or in the creation of any lien on the Shares
and does not require the consent, waiver, approval, license or
authorization or filing with any governmental entity or person, other
than filings under Rule 13d-1 promulgated under the Securities Exchange
Act of 1934;
(h) the certificate representing the Shares is free of any legend other
then a legend in relation to Section 145 of the U.S. Securities Act of
1933, as amended (the "Securities Act") or a legend in the form
attached as Schedule A hereto;
(i) the Trust is a single inter vivos trust of which Kenny A. Troutt is the
sole settlor and trustee; and
(j) Kenny A. Troutt shall have executed an affidavit in the form attached
as Schedule B respecting certain Canadian takeover bid matters.
129201 represents to the Trust as follows on the date hereof and on the Closing
Date and acknowledges that the Trust is relying upon such representations in
connection with the sale of the Shares:
<PAGE>
3
(a) this agreement has been duly and validly executed and delivered by
129201 and BCE Inc. and constitutes a legal, valid and binding
obligation of 129201 and BCE Inc. enforceable in accordance with its
terms;
(b) the entry into, execution and delivery of this agreement and the
performance by 129201 and BCE Inc. of its obligations hereunder will
not result in the violation of any of the terms and provisions of any
agreement, written or oral, to which 129201 or BCE Inc. is a party or
by which it is bound and does not require the consent, waiver,
approval, license or authorization or filing with any governmental
entity or person;
(c) 129201 is acquiring the Shares for its own account, for investment
purposes only and not with a view to the distribution (as such term is
used in Section 2(l1) of the Securities Act) thereof;
(d) 129201 and BCE Inc. understand that the sale of the Shares to 129201
has not been registered under the Securities Act, the Shares constitute
"restricted securities" for purposes of such Act and cannot and will
not be sold unless subsequently registered under the Securities Act or
an exemption from such registration is available;
(e) 129201 is an "accredited investor" within the meaning of subparagraph
(a)(3) of Rule 501 and (a)(8) under the Securities Act;
(f) 129201 is aware that it may be required to bear the economic risk of an
investment in the Shares for an indefinite period of time, and it is
able to bear such risk for an indefinite period;
(g) 129201 has received and is in possession of adequate information
concerning the legal, business and financial conditions of Teleglobe
Inc. to make an informed decision regarding an investment in the Shares
and hereby waives and releases, to the fullest extent permitted by law,
any and all claims and causes of action it may have against the Trust
or any of its affiliates relating to or arising out of any
nondisclosure of information relating to Teleglobe Inc.;
(h) to the knowledge of BCE Inc., and without any independent enquiry, no
shareholder of BCE Inc. has more than 5% of the issued and outstanding
common shares of BCE Inc. as of the date hereof;
(i) after giving effect to the purchase by BCE Inc. and 129201 of the
Shares, and taking into account any option or other right to purchase
shares of stock of Teleglobe Inc. that BCE Inc. or any entity in which
BCE Inc. owns a 5% or greater equity interest may have, BCE Inc. and
any entity in which BCE Inc. owns a 5% or greater equity interest owns
in the
<PAGE>
4
aggregate less than 50% of the voting power and value of the stock of
Teleglobe Inc. as of the date hereof; and
(j) BCE Inc. and 129201 are not purchasing the Shares in concert with, or
pursuant to a plan or arrangement with, Teleglobe Inc.
To the extent that the Trust has registration rights with respect to any of the
Trust, and to the extent that such rights become assignable, the Trust shall
assign such rights to 129201.
This agreement will terminate if it is not executed by the Trust and notice
thereof given to BCE Inc. and 129201 within two (2) days of the date first above
written.
This agreement shall be construed and enforced in accordance with, and the
rights of the parties shall be governed by, the laws of the State of New York
and the parties agree to submit to the non-exclusive jurisdiction of the courts
of the State of New York.
This Agreement may be executed in counterparts, each of which shall be deemed an
original but all of which together shall constitute one and the same instrument.
Yours very truly,
129201 CANADA INC.
By: (signed)
------------------------------
BCE Inc. agrees to guarantee the obligations
of 129201 hereunder.
BCE INC.
By: (signed)
------------------------------
<PAGE>
5
The foregoing Agreement is hereby accepted by
the Trust as of the date first above written.
Troutt Family Trust - Separate Trust Estate of Kenny A. Troutt
By: (signed)
------------------------------------
Kenny A. Troutt
Kenny A. Troutt repeats and reiterates each of
the representations and covenants in favour of
BCE Inc. and 129201 herein and
acknowledges that BCE Inc. and 129201 are
relying upon such representations and
covenants in connection with the purchase of
the Shares.
(signed)
- ---------------------------------------
Kenny A. Troutt
<PAGE>
6
SCHEDULE A
Legend
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") AND
MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION THEREFROM."
<PAGE>
7
SCHEDULE B
AFFIDAVIT
I, the undersigned, Kenny A. Troutt, executive, domiciled at 10595
Strait Lane, City of Dallas, State of Texas, solemnly affirm the following:
1. I have read the agreement for the purchase and sale of 4,000,000 common
shares of Teleglobe Inc. (the "Shares") to be entered into between
129201 Canada Inc., Troutt Family Trust - Separate Trust Estate of
Kenny A. Troutt (the "Trust"), BCE Inc. and me on the date hereof and I
am familiar with its contents;
2. the Trust is a trust duly created and subsisting and in good standing
under the laws of its jurisdiction;
3. the Trust is a single inter vivos trust of which I am the sole settlor
and trustee;
4. the Trust acquired the Shares directly from Troutt Partners, Ltd. which
at all relevant times I controlled (the "Partnership"), which had
acquired the Shares directly from me;
5. for the period commencing two (2) years prior to the date hereof and
terminating on the date hereof, the sole owners of the Shares were the
Partnership, the Trust and me; and
6. neither the Partnership, the Trust nor I acquired the Shares in order
that the purchaser might make use of a takeover exemption under
Canadian securities legislation.
Signed at the City of Dallas, State of Texas, this 19th day of February, 1999.
- -------------------------------------------
Kenny A. Troutt
<PAGE>
8
Sworn to before me at the City of Dallas, State
of Texas, on this 19th day of February, 1999.
- ------------------------------------
Notary Public for the State of Texas
<PAGE>
EXHIBIT D
[Letterhead of BCE]
William D. Anderson
Chief Financial Officer,
BCE & Bell Canada
Telephone: (514) 870-8582
Fax: (514) 786-3960
E-mail: [email protected]
February 19, 1999
Kenny A. Troutt
10595 Strait Lane
Dallas, Texas
75229
Re: Right of first refusal with respect to shares of Teleglobe Inc.
Sir:
The following sets forth our agreement as to the terms and conditions of a right
of first refusal granted by you to BCE Inc. for up to 20,000,000 shares of
Teleglobe Inc.
For good and valuable consideration, receipt of which is hereby acknowledged,
you agree not to sell, transfer, alienate, pledge or otherwise dispose of any
shares of Teleglobe Inc. and to cause any trust, partnership or corporation
controlled or directed by you not to sell, transfer, alienate, pledge or
otherwise dispose of any shares of Teleglobe Inc., without first offering such
shares to BCE Inc. in accordance with this agreement. Notwithstanding the
foregoing, the provisions of this right of first refusal granted to BCE Inc.
hereunder shall not apply to: (i) donations of shares to charitable
organizations; (ii) transfers to family trusts or other entities controlled or
directed by you so long as such family trusts and entities are deemed to be
"Sellers" (as hereinafter defined) for the purposes hereof (and confirmation to
that effect is given by you at such time) and such family trusts or other
entities agree to be bound at such time (with notice at such time to BCE Inc.)
by the terms and conditions of this agreement; and (iii) sales or conversions of
shares of Teleglobe Inc. in relation to a business combination (including a
merger, recapitalization, share exchange, tender offer or takeover bid) (a
"Business Combination") to which Teleglobe Inc. is a party or in which Teleglobe
Inc. is the subject where the consideration consists of cash or securities or
other non-cash consideration, or a combination of any of the foregoing.
<PAGE>
2
In the event that you or any trust, partnership or corporation controlled or
directed by you (a "Seller") wishes to sell, transfer, alienate, pledge or
otherwise dispose of any shares of Teleglobe Inc. subject to the right of first
refusal granted hereby, it shall first notify BCE Inc. in writing of such
intention to dispose of such shares, indicating the number of shares such Seller
wishes to sell and enclosing an affidavit respecting Canadian takeover bid
matters for execution by you in the form attached hereto as Schedule A. Within
three (3) business days from receipt of such notice, BCE Inc. shall then elect
by written notice to the Seller to either: (i) purchase all or a portion of such
shares; or (ii) permit such Seller to dispose of such shares. Should BCE Inc.
fail to exercise such election within such time allotted, it shall be deemed to
have permitted the disposition of such shares. Should BCE Inc. elect to purchase
only a portion of such shares, it shall be deemed to have permitted the
disposition of the balance of such shares.
In the event that BCE Inc. elects to, or be deemed to have elected to, permit a
disposition of shares, the Seller shall dispose of such shares within three (3)
months from the date of such election or deemed election, failing which it shall
be obligated to re-offer such shares to BCE Inc. in accordance with the terms
hereof.
Should BCE Inc. elect to purchase all or a portion of such shares, the purchase
price shall be the average of the closing price of such shares on the New York
Stock Exchange for the twenty (20) trading days ending on the trading day
immediately preceding the date of receipt by BCE Inc. of notice from the Seller
of its intention to sell such shares. The closing of the purchase and sale of
the shares shall take place at the offices of BCE Inc., Montreal, Quebec, on the
fifth (5th) business day following delivery of such notice of election to
purchase by BCE Inc. (the "Closing Date") and the parties shall enter into an
agreement on the same terms and conditions as the agreement for the purchase and
sale of 4,000,000 shares of Teleglobe Inc. entered into by 129201 Canada Inc.,
Troutt Family Trust - Separate Trust Estate of Kenny A. Troutt (the "Trust"),
BCE Inc. and Kenny A. Troutt on the date hereof (including, if applicable, the
BCE Inc. guarantee set forth therein, and including the repetition and
reiteration of the representations and warranties by the Trust and affidavit set
forth therein, both signed by Kenny A. Troutt).
Notwithstanding the foregoing, in the event that a Seller has received a bona
fide arms length offer (other than with respect to a Business Combination) for
cash consideration to purchase shares of Teleglobe Inc., the Seller shall notify
BCE Inc. in writing of the number of shares subject to such offer and the
purchase price thereof and BCE Inc.'s sole rights in respect of such shares
shall be to elect to purchase all (and not less than all) of such shares at the
purchase price specified in the notice delivered to BCE Inc. notwithstanding
that such offer may be for in excess of 20,000,00 shares of Teleglobe Inc. The
other procedures set forth in this letter shall apply to such shares subject to
such bona fide arms length offer.
You agree to sign all such documents and do all such things as may be required
to carry out this right of first refusal and in the event that the Seller is a
trust, partnership or corporation, you
<PAGE>
3
agree to do all such things as may be necessary to cause such trust, partnership
or corporation to sell and transfer shares to BCE Inc. or its designated
affiliate in accordance with the terms hereof.
To the extent that a Seller has registration rights with respect to any of the
shares purchased by BCE Inc. or its designated affiliate pursuant to the terms
hereof, and to the extent that such rights are assignable, the Seller shall
assign such rights to BCE Inc. or its designated affiliate concurrently with the
purchase and sale of such shares by BCE Inc. or such designated affiliate.
You have represented to us that the Trust is the record and beneficial owner of
at least 24,000,000 shares of Teleglobe Inc., that you are the sole settlor of
the Trust and that the Trust is a single inter vivos trust. Canadian securities
laws limit in certain circumstances the number of sellers from whom BCE Inc. may
purchase securities without a takeover bid circular. In order to address these
limitations, you have agreed to the undertakings with respect thereto set out in
Schedule B hereto.
Any notice, direction or other instrument required or permitted to be given or
made hereunder shall be in writing and shall be sufficiently given or made if
delivered in person to the address set forth below or if telexed, telegraphed,
telecopied or sent by other means of recorded electronic communication and
confirmed by delivery as soon as practicable thereafter.
Notices to a Seller shall be addressed as follows:
[name of Seller]
c/o: Kenny A. Troutt
10595 Strait Lane
Dallas, Texas
75229
Notices to BCE Inc. shall be addressed as follows:
BCE Inc.
1000, de la Gauchetiere Street West
Montreal, Quebec
H3B 4Y7
c/o: the Chief Financial Officer
with a copy to the Corporate Secretary.
<PAGE>
4
No party may assign this agreement or any of its rights without the prior
written consent of the other party hereto. Notwithstanding the foregoing, BCE
Inc. may assign its rights hereunder to a direct or an indirect subsidiary.
The rights of BCE Inc. hereunder shall terminate upon the earlier of: (i) five
(5) years from the date hereof; and (ii) BCE Inc. having purchased, permitted
the disposition in accordance with the terms hereof or deemed to have permitted
the disposition of an aggregate of 20,000,000 shares of Teleglobe Inc. in
accordance with the terms hereof.
This agreement shall be construed and enforced in accordance with, and the
rights of the parties shall be governed by, the laws of the State of New York
and the parties agree to submit to the non-exclusive jurisdiction of the courts
of the State of New York.
This Agreement may be executed in counterparts, each of which shall be deemed an
original but all of which together shall constitute one and the same instrument.
<PAGE>
5
Yours very truly,
BCE INC.
By: (signed)
-------------------------------
The foregoing Agreement is hereby accepted by
Kenny A. Troutt as of the date first above written.
(signed)
- ----------------------------------
Kenny A. Troutt
<PAGE>
6
SCHEDULE A
AFFIDAVIT
I, the undersigned, Kenny A. Troutt, executive, domiciled at 10595
Strait Lane, City of Dallas, State of Texas, solemnly affirm the following:
1. I have read the agreement for the purchase and sale of [number of
shares] common shares of Teleglobe Inc. (the "Shares") to be entered
into between [BCE Inc. or designated affiliate], Troutt Family Trust -
Separate Trust Estate of Kenny A. Troutt (the "Trust"), BCE Inc. [if
applicable] and me on the date hereof and I am familiar with its
contents;
2. the Trust is a trust duly created and subsisting and in good standing
under the laws of its jurisdiction;
3. the Trust is a single inter vivos trust of which I am the sole settlor
and trustee;
4. the Trust acquired the Shares directly from Troutt Partners, Ltd. which
at all relevant times I controlled (the "Partnership"), which had
acquired the Shares directly from me;
5. for the period commencing two (2) years prior to the date hereof and
terminating on the date hereof, the sole owners of the Shares were the
Partnership, the Trust and me; and
6. neither the Partnership, the Trust nor I acquired the Shares in order
that the purchaser might make use of a takeover exemption under
Canadian securities legislation.
Signed at the City of Dallas, State of Texas, this 19th day of February, 1999.
__________________________
Kenny A. Troutt
<PAGE>
7
Sworn to before me at the City of Dallas, State
of Texas, on this [date]
Notary Public for the State of Texas
<PAGE>
8
SCHEDULE B
Except for valid business reasons, which Kenny A. Troutt agrees to discuss with
BCE Inc., should any trust, partnership or corporation controlled or directed by
Kenny A. Troutt wish to sell any shares of Teleglobe Inc., such shares shall be
sold first by Troutt Family Trust - Separate Trust Estate of Kenny A. Troutt
(the "Trust").
Except for valid business reasons, which Kenny A. Troutt agrees to discuss with
BCE Inc., the Trust shall continue to hold a minimum of 20,000,000 shares of
Teleglobe Inc., less any shares purchased or permitted to be disposed of by BCE
Inc. in accordance with the terms of the agreement to which this Schedule B
forms an integral part thereof, and Kenny A. Troutt shall continue to be the
sole settlor of such Trust.
Kenny A. Troutt and the Trust shall cooperate from time to time as reasonably
required to assist BCE Inc. in evaluating its position under securities laws
with respect to takeover bid restrictions and to assist BCE Inc. in seeking such
exemptions and no action letters as may be available from securities authorities
with respect thereto.
<PAGE>
EXHIBIT E
November 19, 1999
Troutt Family Trust - Separate Trust Estate of Kenny Allan Troutt
c/o: Kenny Allan Troutt
10595 Strait Lane
Dallas, Texas
75229
Dear Sirs:
Re: Purchase and sale of 4,000,000 common shares of Teleglobe Inc.
------------------------------------------------------------------
Upon the terms and conditions set forth in this agreement, Troutt Family Trust -
Separate Trust Estate of Kenny Allan Troutt (the "Trust") agrees to sell, and
3632709 Canada Inc. ("3632709") agrees to buy, free and clear of any and all
liens, 4,000,000 common shares of Teleglobe Inc. (the "Shares") for a purchase
price of US$ 21.75 per Share, for an aggregate purchase price of US$ 87 million.
The closing of the purchase and sale of the Shares shall take place at the
offices of Bell Canada, Montreal, Quebec, on the second business day following
the date of execution of this agreement by the Trust or on any date thereafter
that the parties hereto may mutually agree on (the "Closing Date"). On the
Closing Date, the Trust will deliver to 3632709 a single certificate
representing the Shares registered in the name of 3632709 against payment of the
purchase price therefore by wire transfer of immediately available U.S.
funds to the order of the Trust.
The Trust represents and covenants to Bell Canada and 3632709 as follows on the
date hereof and on the Closing Date and acknowledges that Bell Canada and
3632709 are relying upon such representations and covenants in connection with
the purchase of the Shares:
(a) the Trust is a trust duly created and subsisting and in good standing
under the laws of its jurisdiction;
(b) the Trust has all necessary power and authority to enter into this
agreement and to do all acts and things as required hereunder to be
done, observed and performed by it;
(c) the Trust has taken all necessary action, if any, to authorize the
execution of this agreement on its behalf by Kenny Allan Troutt, and the
performance by it of all acts and things as are required hereunder to be
done, observed and performed by it;
<PAGE>
(d) this agreement has been duly and validly executed and delivered by the
Trust and constitutes a legal, valid and binding obligation of the Trust
enforceable in accordance with its terms;
(e) the Trust is the record owner of the Shares and Kenny Allan Troutt is
the sole beneficial holder of the Shares free and clear of any and all
liens;
(f) no person, other than Bell Canada or 3632709 pursuant hereto, has any
option or agreement or right capable of becoming an option or an
agreement relating to the acquisition of any or all of the Shares;
(g) the entry into, execution and delivery of this agreement and the
performance by the Trust of its obligations hereunder will not result in
the violation of any of the terms and provisions of any agreement,
written or oral, to which the Trust or Kenny Allan Troutt is a party or
by which it or he is bound or in the creation of any lien on the Shares
and does not require the consent, waiver, approval, license or
authorization or filing with any governmental entity or person, other
than filings under Rule 13d-1 promulgated under the Securities Exchange
Act of 1934;
(h) the certificate representing the Shares is free of any legend other then
a legend in relation to Section 145 of the U.S. Securities Act of 1933,
as amended (the "Securities Act") or a legend in the form attached as
Schedule A hereto;
(i) the Trust is a single inter vivos trust of which Kenny Allan Troutt is
the sole settlor and trustee; and
(j) Kenny Allan Troutt shall have executed an affidavit in the form attached
as Schedule B respecting certain Canadian takeover bid matters.
3632709 represents to the Trust as follows on the date hereof and on the Closing
Date and acknowledges that the Trust is relying upon such representations in
connection with the sale of the Shares:
(a) this agreement has been duly and validly executed and delivered by
3632709 and Bell Canada and constitutes a legal, valid and binding
obligation of 3632709 and Bell Canada enforceable in accordance with its
terms;
(b) the entry into, execution and delivery of this agreement and the
performance by 3632709 and Bell Canada of its obligations hereunder will
not result in the violation of any of the terms and provisions of any
agreement, written or oral, to which 3632709 or Bell Canada is a party
or by which it is bound and does not require the consent, waiver,
approval, license or authorization or filing with any governmental
entity or person;
(c) 3632709 is acquiring the Shares for its own account, for investment
purposes only and not with a view to the distribution (as such term is
used in Section 2(11) of the Securities Act) thereof;
<PAGE>
(d) 3632709 and Bell Canada understand that the sale of the Shares to
3632709 has not been registered under the Securities Act, the Shares
constitute "restricted securities" for purposes of such Act and cannot
and will not be sold unless subsequently registered under the Securities
Act or an exemption from such registration is available;
(e) 3632709 is an "accredited investor" within the meaning of subparagraph
(a) (3) of Rule 501 and (a) (8) under the Securities Act;
(f) 3632709 or Bell Canada is aware that it may be required to bear the
economic risk of an investment in the Shares for an indefinite period of
time, and it is able to bear such risk for an indefinite period;
(g) 3632709 or Bell Canada has received and is in possession of adequate
information concerning the legal, business and financial conditions of
Teleglobe Inc. to make an informed decision regarding an investment in
the Shares and hereby waives and releases, to the fullest extent
permitted by law, any and all claims and causes of action it may have
against the Trust or any of its affiliates relating to or arising out of
any nondisclosure of information relating to Teleglobe Inc.;
(h) after giving effect to the purchase by Bell Canada and 3632709 of the
Shares, and taking into account any option or other right to purchase
shares of stock of Teleglobe Inc. that BCE Inc. or any entity in which
BCE Inc. owns a 5% or greater equity interest may have, BCE Inc. and any
entity in which BCE Inc. owns a 5% or greater equity interest owns in
the aggregate less than 50% of the voting power and value of the stock
of Teleglobe Inc. as of the date hereof; and
(i) Bell Canada and 3632709 are not purchasing the Shares in concert with,
or pursuant to a plan or arrangement with, Teleglobe Inc.
To the extent that the Trust has registration rights with respect to any of the
Shares, and to the extent that such rights become assignable, the Trust shall
assign such rights to 3632709.
This agreement will terminate if it is not executed by the Trust and notice
thereof given to BCE Inc. and 3632709 within two (2) days of the date first
above written.
This agreement shall be construed and enforced in accordance with, and the
rights of the parties shall be governed by, the laws of the State of New York
and the parties agree to submit to the non-exclusive jurisdiction of the courts
of the State of New York.
This Agreement may be executed in counterparts, each of which shall be deemed an
original but all of which together shall constitute one and the same instrument.
<PAGE>
Yours very truly,
3632709 CANADA INC.
By: (Signed) Ron Reising
-------------------------------
Bell Canada agrees to guarantee the obligations of 3632709 hereunder.
BELL CANADA
By: (Signed) Ron Reising
--------------------------------
The foregoing Agreement is hereby accepted by
the Trust as of the date first above written.
Troutt Family Trust - Separate Trust Estate of Kenny Allan Troutt
By: (Signed)
--------------------------------
Kenny Allan Troutt
Kenny Allan Troutt repeats and reiterates each of the
representations and covenants in favour of Bell Canada
and 3632709 herein and acknowledges that Bell Canada
and 3632709 are relying upon such representations and
covenants in connection with the purchase of the
Shares.
(Signed)
- ------------------------------------
Kenny Allan Troutt
<PAGE>
SCHEDULE A
Legend
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN
A TRANSACTION TO WHICH RULE 145 PROMULGATED UNDER THE
SECURITIES ACT OF 1933 APPLIES. THE SECURITIES REPRESENTED BY
THIS CERTIFICATE MAY BE SOLD, TRANSFERRED OR OTHERWISE
DISPOSED OF ONLY PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT OR UNLESS THE PROPOSED SALE, TRANSFER OR OTHER
DISPOSITION CAN BE MADE IN COMPLIANCE WITH RULE 145 OR WITHOUT
REGISTRATION IN RELIANCE ON ANOTHER EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. REFERENCE IS
MADE TO THE TERMS OF A LETTER AGREEMENT BETWEEN THE REGISTERED
HOLDER HEREOF AND TELEGLOBE, A COPY OF WHICH AGREEMENT IS ON
FILE AT THE PRINCIPAL OFFICES OF TELEGLOBE."
<PAGE>
SCHEDULE B
AFFIDAVIT
I, the undersigned, Kenny Allan Troutt, executive, domiciled at 10595
Strait Lane, City of Dallas, State of Texas, solemnly affirm the following:
I have read the agreement for the purchase and sale of 4,000,000 common
shares of Teleglobe Inc. (the "Shares") to be entered into between
3632709 Canada Inc., Troutt Family Trust - Separate Trust Estate of
Kenny Allan Troutt (the "Trust"), Bell Canada and me on the date hereof
and I am familiar with its contents;
the Trust is a trust duly created and subsisting and in good standing under
the laws of its jurisdiction;
the Trust is a single inter vivos trust of which I am the sole settlor and
trustee;
the Trust acquired the Shares directly from Troutt Partners, Ltd. which at
all relevant times I controlled (the "Partnership"), which had acquired
the Shares directly from me;
for the period commencing two (2) years prior to the date hereof and
terminating on the date hereof, the sole owners of the Shares were the
Partnership, the Trust and me; and
neither the Partnership, the Trust nor I acquired the Shares in order that the
purchaser might make use of a takeover exemption under Canadian
securities legislation.
Signed at the City of Dallas, State of Texas, this o, 1999.
- -------------------------------
Kenny Allan Troutt
Sworn to before me at the City of Dallas, State
of Texas, on this ____ day of November, 1999.
- -------------------------------
Notary Public for the State of Texas
<PAGE>
EXHIBIT F
JOINT FILING AGREEMENT
The undersigned hereby agree that Amendment No. 1 to the Statement on
Schedule 13D, dated November 30, 1999, ("Schedule 13D"), with respect to the
Common Shares, no par value of Teleglobe Inc. is, and any amendments thereto
executed by each of us shall be, filed on behalf of each of us pursuant to and
in accordance with the provisions of Rule 13d-1(k) under the Securities and
Exchange Act of 1934, as amended, and that this Agreement shall be included as
an Exhibit to the Schedule 13D and each such amendment. Each of the undersigned
agrees to be responsible for the timely filing of the Schedule 13D and any
amendments thereto, and for the completeness and accuracy of the information
concerning itself contained therein. This Agreement may be executed in any
number of counterparts, all of which taken together shall constitute one and the
same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
November 29, 1999.
BCE INC.
By /s/ Martine Turcotte
-----------------------------------
Name: Martine Turcotte
Title: Chief Legal Officer
BELL CANADA HOLDINGS INC.
By /s/ Timothy E. McGee
-----------------------------------
Name: Timothy E. McGee
Title: Corporate Secretary
BELL CANADA
By /s/ Timothy E. McGee
-----------------------------------
Name: Timothy E. McGee
Title: Chief Legal Officer and
Corporate Secretary
129201 CANADA INC.
By /s/ David G. Masse
-----------------------------------
Name: David G. Masse
Title: Secretary
3632709 CANADA INC.
By /s/ David G. Masse
-----------------------------------
Name: David G. Masse
Title: Secretary and Treasurer
