SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-l(a) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(a)
(Amendment No. 1) *
Teleglobe Inc.
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(Name of Issuer)
Common Shares
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(Title of Class of Securities)
87941V20
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(CUSIP Number)
Christopher P. Kelly, Esq.
8750 North Central Expressway, Suite 2000, Dallas, Texas 75231,
(214)863-8000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 3, 1999
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(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check
the following box [ ].
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CUSIP No. 87941V10
1. Name Of Reporting Person Troutt Family Trust
I.R.S. Identification No. of
Above Person (entities only) ________________
2. Check the Appropriate Box if a Member
of a Group (a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds OO
5. Check Box if Disclosure of Legal
Proceedings is Required Pursuant to
Item 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization Texas
Number of Shares 7. Sole Voting Power 0
Beneficially Owned
by Reporting 8. Shared Voting Power 31,956,979
Person With
9. Sole Dispositive Power 0
10. Shared Dispositive Power 31,956,979
11. Aggregate Amount Beneficially Owned
by Reporting Person 31,956,979
12. Check Box if the Aggregate Amount
in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount
in Row (11) 12.6%
14. Type of Reporting Person OO
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CUSIP No. 87941V10
1. Name of Reporting Person Kenny Troutt Investment
I.R.S. Identification No. of Above Person Partnership, Ltd.
(entities only) ____________________
2. Check the Appropriate Box if a Member of
a Group (a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds OO
5. Check Box if Disclosure of Legal
Proceedings is Required Pursuant to
Item 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization Texas
Number of Shares 7. Sole Voting Power 0
Beneficially Owned
by Reporting 8. Shared Voting Power 3,500,000
Person With
9. Sole Dispositive Power 0
10. Shared Dispositive Power 3,500,000
11. Aggregate Amount Beneficially Owned by
Reporting Person 3,500,000
12. Check Box if the Aggregate Amount in Row
(11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount
in Row (11) 1.4%
14. Type of Reporting Person PN
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CUSIP No. 87941V10
1. Name of Reporting Person Kenny A. Troutt
I.R.S. Identification No. of Above Person
(entities only)
2. Check the Appropriate Box if a Member of
a Group (a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds OO
5. Check Box if Disclosure of Legal
Proceedings is Required Pursuant to
Item 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization United States
Number of Shares 7. Sole Voting Power 13,559,693
Beneficially Owned
by Reporting 8. Shared Voting Power 35,456,979
Person With
9. Sole Dispositive Power 13,559,693
10. Shared Dispositive Power 35,456,979
11. Aggregate Amount Beneficially Owned by
Reporting Person 49,016,672
12. Check Box if the Aggregate Amount in Row
(11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount
in Row (11) 19.3%
14. Type of Reporting Person IN
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AMENDMENT NO. 1 TO SCHEDULE 13D
The Schedule 13D relating to the common shares of capital stock of
Teleglobe Inc., a corporation governed by the Canadian Business Corporation
Act, filed with the Securities and Exchange Commission on March 10, 1999,
by the Troutt Family Trust and Kenny A. Troutt is hereby amended and
restated in its entirety as set forth below. In addition, this filing
constitutes the initial filing on Schedule 13D for Kenny Troutt Investment
Partnership, Ltd.
ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D relates to the common shares of capital
stock (the "Common Shares") of Teleglobe Inc., a corporation governed by
the Canadian Business Corporations Act (the "Issuer"). The address of the
Issuer's principal executive office is 1000 de La Gauchetiere Street West,
24th Floor, Montreal, Quebec, Canada H3B 4X5.
ITEM 2. IDENTITY AND BACKGROUND.
(a) The persons filing this schedule (collectively, the "Reporting
Persons") are the Troutt Family Trust, a trust formed under the laws of the
State of Texas (the "Family Trust"), Kenny Troutt Investment Partnership,
Ltd., a Texas limited partnership (the "Partnership"), and Kenny A. Troutt.
The sole trustee of the Family Trust is Kenny A. Troutt. The general
partner of the Partnership is Troutt Enterprises, LLC, a Texas limited
liability company (the "LLC"). The sole member and sole manager of the LLC
is Mr. Troutt.
(b) The business address of each of the Family Trust, the Partnership
and the LLC is 10595 Strait Lane, Dallas, Texas 75229. The business address
of Mr. Troutt is 8750 North Central Expressway, Suite 2000, Dallas, Texas
75231.
(c) The principal business of the Family Trust is to hold trust
property, including the Common Shares, to invest trust property, and to
make distributions of trust property in accordance with the terms of the
Agreement and Declaration of Trust of the Family Trust. The principal
business of the Partnership is to make investments. The principal business
of the LLC is to serve as the general partner of the Partnership. The
present principal occupation of Mr. Troutt is Chairman of the Board of
Excel Communications, Inc., a Delaware corporation and a wholly-owned
subsidiary of the Issuer ("Excel"), and Vice-Chairman and a director of
the Issuer.
(d) In the past five years, neither any of the Reporting Persons nor
the LLC has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) In the past five years, neither any of the Reporting Persons nor
the LLC has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is 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.
(f) The place of citizenship of Mr. Troutt is the United States of
America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The information in Item 6 of this Schedule 13D is incorporated herein
by reference.
The Common Shares beneficially owned by the Family Trust and the
13,559,693 Common Shares beneficially owned by Mr. Troutt and over which he
has sole voting and dispositive power were acquired by reason of the
conversion of shares of common stock of Excel beneficially owned by them on
November 10, 1998 pursuant to the terms of an Agreement and Plan of Merger
(the "Merger Agreement"), dated as of June 14, 1998, among the Issuer,
North Merger Sub Corporation, a Delaware corporation and a direct wholly-
owned subsidiary of the Issuer ("Sub"), and Excel, which provided for the
merger of Sub with and into Excel (the "Merger"), with Excel as the
surviving corporation. In the Merger, each outstanding share of common
stock of Excel was converted into the right to receive .885 of a Common
Share of the Issuer. Prior to the Merger, Excel had been a public company
unaffiliated with the Issuer.
The Common Shares beneficially owned by the Partnership were acquired
in exchange for interests in the Partnership. On August 3, 1999, Mr. Troutt
contributed 3,465,000 Common Shares to the Partnership in exchange for a
99% limited partnership interest in the Partnership. Also on August 3,
1999, Mr. Troutt contributed 35,000 Common Shares to the LLC in exchange
for the membership interest in the LLC, and the LLC then contributed such
Common Shares to the Partnership in exchange for a 1% general partner
interest in the Partnership.
ITEM 4. PURPOSE OF TRANSACTION.
As noted above, the Family Trust and Mr. Troutt acquired their
beneficial ownership of the Common Shares of the Issuer in exchange for
shares of Excel common stock in connection with the Merger consummated
pursuant to the Merger Agreement. Also as noted above, the Partnership
acquired its beneficial ownership of the Common Shares through
contributions of such shares from Mr. Troutt and the LLC. Such transfers
were made in connection with Mr. Troutt's estate planning.
Kenny A. Troutt is Chief Executive Officer of Excel and Vice-Chairman,
President and Chief Operating Officer and a director of the Issuer.
Accordingly, he will be in a position to influence the operations of the
Issuer.
Except as set forth above and as noted in Item 6, none of the
Reporting Persons currently has any plans or proposals that relate to or
would result in any of the actions set forth in parts (a) through (j) of
item 4.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The responses of the Reporting Persons to Rows (11) through (13)
of the cover page of this statement on Schedule 13D are incorporated herein
by reference.
Mr. Troutt, as sole trustee of the Family Trust, has the power to vote
or to direct the vote of and the power to dispose or direct the disposition
of all of the Common Shares held by the Family Trust. In addition, Mr.
Troutt can revoke the Family Trust without the consent of any other person.
As a result of such voting and investment control and power to revoke, Mr.
Troutt is deemed to be a beneficial owner of the Common Shares held of
record by the Family Trust.
The LLC, as the sole general partner, has the power to vote or to
direct the vote of and the power to dispose or direct the disposition of
all of the Common Shares held by the Partnership and thus may be deemed a
beneficial owner of the Common Shares held of record by the Partnership.
Mr. Troutt, as the sole member of the LLC, has the power to direct all
voting and investment decisions of the LLC and thus may be deemed a
beneficial owner of the Common Shares held of record by the Partnership.
Mr. Troutt is the record holder of and has the sole power to vote and
dispose of 13,559,693 Common Shares as of the date of filing this Amendment
No. 1 to Schedule 13D with the Securities and Exchange Commission (the
"SEC").
As of the date of filing this Amendment No. 1 to Schedule 13D with the
SEC, (i) Mr. Troutt beneficially owns 49,016,672 Common Shares of the
Issuer, 13,559,693 of which are held of record by Mr. Troutt, which shares
represent 19.3% of the Issuer's outstanding Common Shares, (ii) the Family
Trust beneficially owns 31,956,979 shares of the Issuer, all of which are
owned of record by the Family Trust, which shares represent 12.6% of the
Issuer's outstanding Common Shares, and (iii) the Partnership beneficially
owns 3,500,000 shares of the Issuer, all of which are owned of record by
the Partnership, which shares represent 1.4% of the Issuer's outstanding
Common Shares. The percentages set forth above are based upon 253,489,113
Common Shares outstanding as of August 23, 1999 (based upon information
supplied by the Issuer).
(b) The responses of the Reporting Persons to (i) Rows (7) through
(10) of the cover pages of this statement on Schedule 13D, as amended, and
(ii) Item 5(a) hereof are incorporated herein by reference.
(c) Except as set forth in Item 3 above, none of the Reporting
Persons has effected any transaction in the Common Shares within the past
60 days.
(d-e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
1. On February 19, 1999, the Family Trust entered into an agreement
(the "Purchase Agreement") with 129201 Canada Inc. ("129201"), a wholly-
owned subsidiary of BCE Inc. ("BCE"), for the purchase by 129201 of four
million (4,000,000) Common Shares from the Family Trust at a price of
U.S.$29.50 per share for an aggregate price of U.S.$118 million. Such
purchase was consummated on February 26, 1999.
Concurrently with the execution of the Purchase Agreement, Mr. Troutt
entered into an agreement (the "Right of First Refusal") with BCE granting
to BCE a right of first refusal on the sale of an additional twenty million
(20,000,000) Common Shares. Mr. Troutt agreed, subject to certain
exceptions, not to sell or otherwise dispose of any Common Shares, and to
cause any trust, partnership or corporation controlled or directed by him
(a "Seller") not to sell any Common Shares, without first offering such
shares to BCE in accordance with the terms of the Right of First Refusal.
Copies of the Purchase Agreement and the Right of First Refusal were
filed as exhibits to the initial Schedule 13D and the foregoing is
qualified in its entirety by reference to the text of such agreements.
2. The Family Trust, as optionor, and Selby Shaver, as optionee,
entered into a stock option agreement (the "Option Agreement") as of
February 13, 1999, providing, in return for certain consulting services to
the Family Trust by the Optionee, for the purchase by the optionee of
140,197 Common Shares at a price of $30.75 per share (the "Option Shares"),
and vesting one third of the Common Shares on each anniversary date of the
Option Agreement, provided that the optionee has been employed by the
Issuer from the date of grant until such vesting date.
A copy of the Option Agreement was filed as an exhibit to the initial
Schedule 13D and the foregoing is qualified in its entirety by reference to
the text of such agreement.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 Agreement for the Purchase and Sale of 4,000,000 Common Shares of
Teleglobe Inc.*
Exhibit 2 Agreement for the Right of First Refusal with respect to shares
of Teleglobe Inc.*
Exhibit 3 Stock Option Agreement between the Family Trust and Selby
Shaver.*
Exhibit 4 Joint Filing Agreement.**
________________________
* Previously filed as an exhibit to the initial Schedule 13D and
incorporated herein by reference.
** Filed herewith.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
TROUTT FAMILY TRUST
By: /S/ KENNY A. TROUTT Date: September 20, 1999
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Kenny A. Troutt
Trustee
KENNY TROUTT INVESTMENT PARTNERSHIP, LTD.
By: Troutt Enterprises, LLC
By:/S/ KENNY A. TROUTT Date: September 20, 1999
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Kenny A. Troutt
Manager
/S/ KENNY A. TROUTT Date: September 20, 1999
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Kenny A. Troutt, individually
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Exhibit Index
Exhibit 1 Agreement for the Purchase and Sale of 4,000,000 Common
Shares of Teleglobe Inc.*
Exhibit 2 Agreement for the Right of First Refusal with respect to
shares of Teleglobe Inc.*
Exhibit 3 Stock Option Agreement between the Troutt Family Trust and
Selby Shaver.*
Exhibit 4 Joint Filing Agreement.**
________________________
* Previously filed as an exhibit to the initial Schedule 13D and
incorporated herein by reference.
** Filed herewith.
EXHIBIT 4
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of
1934, as amended, the undersigned agree to the joint filing on behalf of
each of them of a Statement on Schedule 13D (including any and all
amendments thereto) with respect to the common shares of capital stock of
Teleglobe Inc., and further agree that this Joint Filing Agreement shall be
included as an Exhibit to such joint filings.
The undersigned further agree that each party hereto is responsible
for timely filing of such Statement on Schedule 13D and any amendments
thereto, and for the accuracy and completeness of the information
concerning such party contained therein; provided, however, that no party
is responsible for the accuracy or completeness of the information
concerning any other party, unless such party knows or has reason to
believe that such information is inaccurate.
This Joint Filing Agreement may be signed in counterparts with the
same effect as if the signature on each counterpart were upon the same
instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
September 20, 1999.
TROUTT FAMILY TRUST
By:/S/ KENNY A. TROUTT
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Kenny A. Troutt
Trustee
KENNY TROUTT INVESTMENT PARTNERSHIP, LTD.
By:Troutt Enterprises, LLC
By:/S/ KENNY A. TROUTT
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Kenny A. Troutt
Manager
/S/ KENNY A. TROUTT
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Kenny A. Troutt, individually
