SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(A)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(A).
(AMENDMENT NO. 2 TO SCHEDULE 13D)
TELEGLOBE INC.
------------------------------------------------------------------------
(Name of Issuer)
Common Shares
------------------------------------------------------------------------
(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)
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 Rule 13d-1(e), 13d-1(f) or Rule 13d-1(g)
check the following box [ ].
CUSIP No. 87941V10 13D/A
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
TROUTT FAMILY TRUST
2 CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
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 7 SOLE VOTING POWER 0
OF
SHARES 8 SHARED VOTING POWER 27,956,979
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER 0
EACH
REPORTING 10 SHARED DISPOSITIVE POWER 27,956,979
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,956,979
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.0%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT
CUSIP No. 87941V10 13D/A
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
KENNY TROUTT INVESTMENT PARTNERSHIP, LTD.
2 CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
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 7 SOLE VOTING POWER 0
OF
SHARES 8 SHARED VOTING POWER 3,500,000
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER 0
EACH
REPORTING 10 SHARED DISPOSITIVE POWER 3,500,000
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 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
*SEE INSTRUCTIONS BEFORE FILLING OUT
CUSIP No. 87941V10 13D/A
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
KENNY A. TROUTT
2 CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
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 7 SOLE VOTING POWER 13,559,693
OF
SHARES 8 SHARED VOTING POWER 31,456,979
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER 13,559,693
EACH
REPORTING 10 SHARED DISPOSITIVE POWER 31,456,979
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,016,672
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.8%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT
AMENDMENT NO. 2 TO SCHEDULE 13D
This Amendment No. 2 to Schedule 13D is being filed on behalf of the
Troutt Family Trust (the "Family Trust"), Kenny Troutt Investment
Partnership, Ltd. (the "Partnership") and Kenny A. Troutt ("Mr. Troutt";
collectively with the Family Trust and the Partnership, the "Reporting
Persons"), as an amendment to the initial statement on Schedule 13D (the
"Initial Schedule 13D"), relating to shares of common stock of Teleglobe
Inc. (the "Issuer"), a corporation governed by the Canadian Business
Corporation Act, filed with the Securities and Exchange Commission on March
10, 1999 and as amended from time to time since such date (as so amended,
the "Schedule 13D"). The Schedule 13D is hereby amended and supplemented
as follows:
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 of the Schedule 13D is hereby amended and supplemented by the
addition of the following paragraph:
On November 23, 1999, pursuant to a letter agreement, dated November
23, 1999, between 3632709 Canada, Inc., Bell Canada, the Troutt Family
Trust and, with respect to certain provisions only, Mr. Troutt (the
"Agreement"), the Family Trust sold 4,000,000 Common Shares to 3632709
Canada, Inc., a Canadian corporation, for an aggregate purchase price of
$87,000,000, or $21.75 per share (the "Purchase"). Bell Canada Inc.
provided a guaranty of the obligations of 3632709 Canada, Inc. under the
Agreement.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 of the Schedule 13D is hereby amended and restated as follows:
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 Chairman of the Board of Excel and Vice-Chairman
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
Item 5 of the Schedule 13D is hereby amended and restated as follows:
(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 the 13,559,693 Common Shares held by him.
As of the filing date of this Amendment No. 2 to Schedule 13D with the
Securities and Exchange Commission, (i) Mr. Troutt beneficially owns
45,016,672 Common Shares of the Issuer, 13,559,693 of which are held of
record by Mr. Troutt, which represent 17.8% of the Issuer's outstanding
Common Shares, (ii) the Family Trust beneficially owns 27,956,979 shares of
the Issuer, all of which are owned of record by the Family Trust, which
shares represent 11.0% 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 are
based upon 253,568,940 Common Shares outstanding as of October 31, 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) There have been no transactions in the class of securities
reported on that were effected during the past 60 days by the Reporting
Persons other than those discussed in Item 3 and Item 4 above.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Item 6 of the Schedule 13D is hereby amended and supplemented by the
addition of the following:
3. On November 23, 1999, pursuant to the Agreement, the Family Trust
sold 4,000,000 Common Shares of the Issuer to 3632709 Canada, Inc. for an
aggregate purchase price of $87,000,000, or $21.75 per share, payment of
which was guaranteed by Bell Canada, Inc. A copy of the Agreement is filed
as an exhibit hereto and the foregoing is qualified in its entirety by
reference to the text of the Agreement.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS..
Item 7 of the Schedule 13D is hereby amended and restated as follows:
Exhibit 1 Agreement for the Purchase and Sale of 4,000,000 Common
Shares of Teleglobe Inc.*
Exhibit 2 Agreement for the Right of First Refusal with respect to
shares of Teleglobe Inc.*
Exhibit 3 Stock Option Agreement between the Family Trust and Selby
Shaver.*
Exhibit 4 Joint Filing Agreement.*
Exhibit 5 Form of Letter Agreement dated November 23, 1999 for the
Sale of 4,000,000 Common Shares of Teleglobe Inc.**
_____________________
* Previously filed as an exhibit to the Schedule 13D and incorporated
herein by reference.
** Filed herewith.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement
is true, complete and correct.
TROUTT FAMILY TRUST
By: /S/KENNY A. TROUTT Date: December 14, 1999
-----------------------------
Kenny A. Troutt
Trustee
KENNY A. TROUTT INVESTMENT PARTNERSHIP, LTD.
By: Troutt Enterprises, LLC
By: /S/KENNY A. TROUTT Date: December 14, 1999
-----------------------------
Kenny A. Troutt
Manager
/S/KENNY A. TROUTT Date: December 14, 1999
- -----------------------------------
Kenny A. Troutt, individually
EXHIBIT 5
November 23, 1999
Troutt Family Trust - Separate Trust Estate of Kenny Allan Troutt
c/o: Kenny Allan Troutt
10595 Strait Lane
Dallas, Texas
85229
Dear Sirs:
RE: PURCHASE AND SALE OF 4,000,000 COMMON SHARES OF TELEGLOBE INC.
Upon the terms and conditions set forth in this agreement, Troutt Family
Trust - Separate Trust Estate of Kenny Allan Troutt (the "Trust") agrees to
sell, and 3632709 Canada Inc. ("3632709") agrees to buy, 4,000,000 common
shares of Teleglobe Inc. (the "Shares") for a purchase price of US$ 21.75
per Share, for an aggregate purchase price of US$ 87 million.
The Trust hereby delivers 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;
(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
than 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 terms is
used in Section 2(11) of the Securities Act) thereof;
(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.
Yours very truly,
3632709 CANADA INC.
By: ____________________________________
Bell Canada agrees to guarantee the obligations
of 3632709 hereunder.
BELL CANADA
By: ____________________________________
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: ____________________________________
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.
____________________________________
Kenny Allan Troutt
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."
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:
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
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;
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 ___________, 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
