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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )
Global Telesystems, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
37936U104
(CUSIP Number)
November 13, 2000
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
/_X_/ Rule 13d-1(b)
/_X_/ Rule 13d-1(c)
/___/ Rule 13d-1(d)
* 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).
Potential persons who are to respond to the collection of
information contained in this form are not required to respond
unless the form displays a currently valid OMB control number.
SEC 1745 (3-98) Page 1 of 9
CUSIP No. 37936U104
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1 NAME OF REPORTING PERSONS
IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
West Highland Capital, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)/XX/
(b)/ /
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
California
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NUMBER OF 5 SOLE VOTING POWER
SHARES 0
BENEFICIALLY ---------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH 11,000,000
REPORTING ---------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH 0
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8 SHARED DISPOSITIVE POWER
11,000,000
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,000,000
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10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (See Instructions)
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.4%
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12 TYPE OF REPORTING PERSON (See Instructions)
CO and IA
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Page 2 of 9
CUSIP No. 37936U104
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1 NAME OF REPORTING PERSONS
IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Estero Partners, LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)/XX/
(b)/ /
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
California
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NUMBER OF 5 SOLE VOTING POWER
SHARES 0
BENEFICIALLY ---------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH 10,285,000
REPORTING ---------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH 0
---------------------------------------
8 SHARED DISPOSITIVE POWER
10,285,000
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,285,000
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10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (See Instructions)
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.1%
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12 TYPE OF REPORTING PERSON (See Instructions)
OO
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Page 3 of 9
CUSIP No. 37936U104
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1 NAME OF REPORTING PERSONS
IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Lang H. Gerhard
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)/XX/
(b)/ /
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF 5 SOLE VOTING POWER
SHARES 0
BENEFICIALLY ---------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH 11,000,000
REPORTING ---------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH 0
---------------------------------------
8 SHARED DISPOSITIVE POWER
11,000,000
----------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,000,000
----------------------------------------------------------------
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (See Instructions)
----------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.4%
----------------------------------------------------------------
12 TYPE OF REPORTING PERSON (See Instructions)
IN
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Page 4 of 9
CUSIP No. 37936U104 13G
ITEM 1.
(a) The name of the issuer is Global Telesystems, Inc. (the
"Issuer").
(b) The principal executive office of the Issuer is located at
4121 Wilson Blvd., 8th Floor, Arlington, VA 22203.
ITEM 2.
(a) The names of the persons filing this statement are West
Highland Capital, Inc. ("WHC"), Lang H. Gerhard ("Gerhard"), and
Estero Partners, LLC ("LLC") (collectively, the "Filers").
(b) The principal business office of the Filers is located at
300 Drakes Landing Road, Suite 290, Greenbrae, CA 94904.
(c) WHC is a California corporation, LLC is a California
limited liability company, and Gerhard is a United States citizen.
(d) This statement relates to shares of Common Stock of the
Issuer (the "Stock").
(e) The CUSIP number of the Stock is 37936U104.
Page 5 of 9
CUSIP No. 37936U104 13G
ITEM 3. If this statement is filed pursuant to rule 240.13d-1(b),
or 240.13d-2(b) or (c), check whether the person filing is a:
(a) ___ Broker or dealer registered under section 15 of the
Act (15 U.S.C. 78o).
(b) ___ Bank as defined in section 3(a)(6) of the Act (15
U.S.C. 78c).
(c) ___ Insurance company as defined in section 3(a)(19) of
the Act (15 U.S.C. 78c).
(d) ___ Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) _X_ An investment adviser in accordance with 240.13d-
1(b)(1)(ii)(E). One of the reporting persons, West Highland
Capital, Inc., is a registered investment adviser and is filing
pursuant to Rule 13d-1(b).
(f) ___ An employee benefit plan or endowment fund in
accordance with 240.13d-1(b)(1)(ii)(F).
(g) ___ A parent holding company or control person in
accordance with 240.13d-1(b)(1)(ii)(G)
(h) ___ A savings association as defined in section 3(b) of
the Federal Deposit Insurance Act (12 U.S.C. 1813).
(i) ___ A church plan that is excluded from the definition of
an investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3).
(j) ___ Group, in accordance with section 240.13d-
1(b)(1)(ii)(J)
Page 6 of 9
CUSIP No. 37936U104 13G
ITEM 4. OWNERSHIP.
See Items 5-9 and 11 of the cover sheet for each Filer.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check
the following / /.
ITEM. 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON
WHC is a registered investment adviser whose clients have the right
to receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, the Stock. Gerhard is the sole
shareholder of WHC and the Manager of LLC. No single client of WHC
holds more than five percent of the Stock.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
WHC, LLC and Gerhard constitute a group as defined in Rule 13d-
5(b)(1).
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not applicable.
ITEM 10. CERTIFICATION
By signing below, each of the reporting persons certifies that, to
the best of the person's knowledge and belief, the securities
referred to above were acquired and are held in the ordinary course
of business and were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the
issuer of the securities, and were not acquired and are not held in
connection with or as a participant in any transaction having that
purpose or effect.
Page 7 of 9
CUSIP No. 37936U104 13G
SIGNATURES
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 17, 2000
LANG H. GERHARD
By: West Highland Capital, Inc.
Attorney-in-Fact
By: /s/ Bonnie George
Bonnie George
Chief Operating Officer
WEST HIGHLAND CAPITAL, INC.
By: /s/ Bonnie George
Bonnie George
Chief Operating Officer
ESTERO PARTNERS, LLC
By: West Highland Capital, Inc
Attorney-in-Fact
By: /s/ Bonnie George
Bonnie George
Chief Operating Officer
Page 8 of 9
SCHEDULE 13G
CUSIP No. 37936U104
EXHIBIT A
AGREEMENT REGARDING JOINT FILING
OF STATEMENT ON SCHEDULE 13D OR 13G
The undersigned agree to file jointly with the Securities and
Exchange Commission (the "SEC") any and all statements on Schedule
13D or Schedule 13G (and any amendments or supplements thereto)
required under section 13(d) of the Securities Exchange Act of 1934,
as amended, in connection with purchases by the undersigned of
securities of Intermedia Communications, Inc. and any other issuer,
until such time as the undersigned file with the SEC a statement
terminating this Agreement Regarding Joint Filing of Statement on
Schedule 13D or 13G. For that purpose, the undersigned hereby
constitute and appoint West Highland Capital, Inc., a California
corporation, as their true and lawful agent and attorney-in-fact,
with full power and authority for and on behalf of the undersigned
to prepare or cause to be prepared, sign, file with the SEC and
furnish to any other person all certificates, instruments,
agreements and documents necessary to comply with section 13(d) and
section 16(a) of the Securities Exchange Act of 1934, as amended, in
connection with said purchases, and to do and perform every act
necessary and proper to be done incident to the exercise of the
foregoing power, as fully as the undersigned might or could do if
personally present, until such time as the undersigned file with the
SEC a statement terminating this Agreement Regarding Joint Filing of
Statement on Schedule 13D or 13G.
DATED: May 15, 1998
/s/ Lang H. Gerhard WEST HIGHLAND PARTNERS, L.P.
Lang H. Gerhard
By: /s/ Lang H. Gerhard
Lang H. Gerhard,
WEST HIGHLAND CAPITAL, INC. General Partner
By: /s/ Bonnie George
Bonnie George, Chief BUTTONWOOD PARTNERS, L.P.
Operating Officer
By: /s/ Lang H. Gerhard ESTERO
PARTNERS, LLC Lang H. Gerhard,
General Partner
By: /s/ Lang H. Gerhard Lang H. Gerhard,
Manager
Page 9 of 9
CSR\2463\041\1123176.01
