SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d- 1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. )*
GLOBAL TELESYSTEMS GROUP, INC.
______________________________
(Name of Issuer)
Common Stock, $0.10 Par Value
______________________________
(Title of Class of Securities)
37936U104
______________
(CUSIP Number)
December 31, 1998
_____________________________________
(Date of Event which Requires Filing
of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] 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 the
disclosures provided in a prior cover page.
The information required in 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).
Continued on following page(s)
Page 1 of 23 Pages
Exhibit Index: Page 18
<PAGE>
SCHEDULE 13G
CUSIP No. 37936U104 Page 2 of 23 pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
George Soros (in the capacity described herein)
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 8,099,047
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 8,099,047
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
8,099,047
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[X]
11 Percent of Class Represented By Amount in Row (9)
11.93%
12 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 37936U104 Page 3 of 23 pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Dr. Purnendu Chatterjee (in the capacity described herein)
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 1,695,200
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 1,695,200
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,695,200
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[X]
11 Percent of Class Represented By Amount in Row (9)
2.58%
12 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 37936U104 Page 4 of 23 pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Chatterjee Advisors LLC
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 1,139,645
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 1,139,645
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,139,645
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[X]
11 Percent of Class Represented By Amount in Row (9)
1.75%
12 Type of Reporting Person*
OO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 37936U104 Page 5 of 23 pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Chatterjee Management Company
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 1,139,645
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 1,139,645
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,139,645
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[X]
11 Percent of Class Represented By Amount in Row (9)
1.75%
12 Type of Reporting Person*
CO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 37936U104 Page 6 of 23 pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Winston Partners II LLC
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 378,881
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 378,881
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
378,881
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[X]
11 Percent of Class Represented By Amount in Row (9)
0.59%
12 Type of Reporting Person*
OO; IV
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 37936U104 Page 7 of 23 pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Winston Partners II LDC
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
CAYMAN ISLANDS
5 Sole Voting Power
Number of 760,764
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 760,764
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
760,764
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[X]
11 Percent of Class Represented By Amount in Row (9)
1.17%
12 Type of Reporting Person*
OO; IV
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 37936U104 Page 8 of 23 pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Chatterjee Fund Management, L.P.
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 555,555
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 555,555
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
555,555
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[X]
11 Percent of Class Represented By Amount in Row (9)
0.85%
12 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 9 of 23 Pages
Item 1(a) Name of Issuer:
Global TeleSystems Group, Inc. (the "Issuer").
Item 1(b) Address of the Issuer's Principal Executive Offices:
1751 Pinnacle Drive, North Tower, 12th Floor, McLean, VA
22102.
Item 2(a) Name of Person Filing:
This statement is filed on behalf of each of the following
persons (collectively, the "Reporting Persons"):
i) Mr. George Soros ("Mr. Soros");
ii) Dr. Purnendu Chatterjee ("Dr. Chatterjee");
iii) Chatterjee Advisors LLC ("Chatterjee Advisors");
iv) Chatterjee Management Company ("Chatterjee
Management");
v) Winston Partners II LLC ("Winston LLC");
vi) Winston Partners II LDC ("Winston LDC"); and
vii) Chatterjee Fund Management, L.P. ("CFM").
This statement relates to Shares (as defined herein) held for
the accounts of: (i) Open Society Institute, a New York trust ("OSI"); (ii)
Soros Foundation-Hungary, a New York corporation ("Soros Hungary"); (iii) Soros
Charitable Foundation, a New York trust ("SCF"); and (iv) Soros Humanitarian
Foundation, a New York trust ("Soros Humanitarian"). Mr. Soros serves as a
trustee of each of OSI, SCF and Soros Humanitarian, and as a director of Soros
Hungary (collectively, the "Foundations").
This Statement also relates to Shares held for the accounts of
Winston LDC and Winston LLC. Chatterjee Advisors, a Delaware limited liability
company that is managed and controlled by Dr. Chatterjee, serves as the manager,
and is responsible for supervising the operations of each of Winston LDC and
Winston LLC. Chatterjee Advisors is also a shareholder of Winston LDC and
Winston LLC.
Chatterjee Management, a Delaware corporation that is managed
and controlled by Dr. Chatterjee, serves as investment advisor to each of
Winston LDC and Winston LLC pursuant to investment management contracts between
Chatterjee Management, Chatterjee Advisors and each of Winston LDC and Winston
LLC.
<PAGE>
Page 10 of 23 pages
Chatterjee Advisors, as the manager of each of Winston LDC and
Winston LLC, and by reason of its ability as manager to terminate the
contractual relationship of Winston LDC and Winston LLC with Chatterjee
Management within 60 days, and Chatterjee Management, by reason of its voting
and dispositive power over securities held for the accounts of Winston LDC and
Winston LLC, may each be deemed to be the beneficial owner of securities
(including the Shares) held for the account of each of Winston LDC and Winston
LLC.
This Statement also relates to Shares held for the account of
CFM. CFM is a Delaware limited partnership. Dr. Chatterjee is the sole general
partner of CFM.
Item 2(b) Address of Principal Business Office or, if None, Residence:
The address of the principal business office of Mr. Soros is
888 Seventh Avenue, 33rd Floor, New York, NY 10106.
The address of the principal business office of each of Dr.
Chatterjee, Chatterjee Advisors, Chatterjee Management, Winston LLC, and CFM is
888 Seventh Avenue, 30th Floor, NewYork, NY 10106.
The address of the principal business office of Winston LDC is
Kaya Flamboyan 9, Willemstad, Curacao, Netherlands Antilles.
Item 2(c) Citizenship:
i) Mr. Soros is a citizen of the United States;
ii) Dr. Chatterjee is a citizen of the United States;
iii) Chatterjee Advisors is a Delaware limited liability
company;
iv) Chatterjee Management is a Delaware corporation;
v) Winston LLC is a Delaware limited liability company;
vi) Winston LDC is a Cayman Islands exempted limited
duration company; and
vii) CFM is a Delaware limited partnership.
Item 2(d) Title of Class of Securities:
Common Stock, $0.10 par value (the "Shares").
.
Item 2(e) CUSIP Number:
37936U104
<PAGE>
Page 11 of 23 pages
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b), check whether the person filing is a:
This Item 3 is not applicable.
Item 4. Ownership:
Item 4(a) Amount Beneficially Owned:
As of December 31, 1998, the number of Shares which may be
deemed to have been beneficially owned by each of the
Reporting Persons was as follows:
i) Mr. Soros may be deemed to have been the beneficial
owner of 8,099,047 Shares. This number consists of
(a) 4,330,281 Shares held for the account of OSI
(including 3,333,333 shares subject to immediately
exercisable warrants), (b) 3,074,199 Shares held for
the account of Soros Hungary, (c) 656,849 Shares held
for the account of SCF, and (d) 37,718 Shares held
for the account of Soros Humanitarian.
ii) Dr. Chatterjee may be deemed to have been the
beneficial owner of 1,695,200 Shares. This number
consists of (a) 378,881 Shares held for the account
of Winston LLC (including 185,184 Shares subject to
immediately exercisable warrants), (b) 760,764 Shares
held for the account of Winston LDC (including
370,371 Shares subject to immediately exercisable
warrants), and (c) 555,555 Shares subject to
immediately exercisable warrants held for the account
of CFM.
iii) Chatterjee Advisors may be deemed to have been the
beneficial owner of 1,139,645 Shares. This number
consists of (a) 378,881 Shares held for the account
of Winston LLC (including 185,184 Shares subject to
immediately exercisable warrants) and (b) 760,764
Shares held for the account of Winston LDC (including
370,371 Shares subject to immediately exercisable
warrants).
iv) Chatterjee Management may be deemed to have been the
beneficial owner of 1,139,645 Shares. This number
consists of (a) 378,881 Shares held for the account
of Winston LLC (including 185,184 Shares subject to
immediately exercisable warrants) and (b) 760,764
Shares held for the account of Winston LDC (including
370,371 Shares subject to immediately exercisable
warrants).
v) Winston LLC may be deemed to have been the beneficial
owner of 378,881 Shares (including 185,184 Shares
subject to immediately exercisable warrants) held for
its account.
vi) Winston LDC may be deemed to have been the beneficial
owner of 760,764 Shares (including 370,371 Shares
subject to immediately exercisable warrants) held for
its own account.
vii) CFM may be deemed to have been the beneficial owner
of 555,555 Shares subject to immediately exercisable
warrants.
<PAGE>
Page 12 of 23 pages
Item 4(b) Percent of Class:
(i) The number of Shares of which Mr. Soros may be deemed
to have been the beneficial owner constitutes
approximately 11.93% of the total number of Shares
outstanding (assuming the conversion of 3,333,333
warrants held for the account of OSI).
(ii) The number of Shares of which Dr. Chatterjee may be
deemed to have been the beneficial owner constitutes
approximately 2.58% of the total number of Shares
outstanding (assuming the conversion of: 185,184
warrants held for the account of Winston LLC, 370,371
warrants held for the account of Winston LDC and
555,555 warrants held for the account of CFM).
(iii) The number of Shares of which Chatterjee Advisors may
be deemed to have been the beneficial owner
constitutes approximately 1.75% of the total number
of Shares outstanding (assuming the conversion of
185,184 warrants held for the account of Winston LLC
and 370,371 warrants held for the account of Winston
LDC).
(iv) The number of Shares of which Chatterjee Management
may be deemed to have been the beneficial owner
constitutes approximately 1.75% of the total number
of Shares outstanding (assuming the conversion of
185,184 warrants held for the account of Winston
LDC).
(v) The number of Shares of which Winston LLC may be
deemed to have been the beneficial owner constitutes
approximately 0.59% of the total number of Shares
outstanding (assuming the conversion of 185,184
warrants held for its own account).
(vi) The number of Shares of which Winston LDC may be
deemed to have been the beneficial owner constitutes
approximately 1.17% of the total number of Shares
outstanding (assuming the conversion of 370,371
warrants held for its own account).
(vii) The number of Shares of which CFM may be deemed to
have been the beneficial owner constitutes
approximately 0.85% of the total number of Shares
outstanding (assuming the conversion of 555,555
Shares warrants held for its own account).
<PAGE>
Page 13 of 23 pages
Item 4(c) Number of shares as to which such person had:
Mr. Soros
---------
(i) Sole power to vote or to direct the vote: 8,099,047
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 8,099,047
(iv) Shared power to dispose or to direct the disposition of: 0
Dr. Chatterjee
--------------
(i) Sole power to vote or to direct the vote: 1,695,200
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 1,695,200
(iv) Shared power to dispose or to direct the disposition of: 0
Chatterjee Advisors
-------------------
(i) Sole power to vote or to direct the vote: 1,139,645
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 1,139,645
(iv) Shared power to dispose or to direct the disposition of: 0
<PAGE>
Page 14 of 23 Pages
Chatterjee Management
---------------------
(i) Sole power to vote or to direct the vote: 1,139,645
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 1,139,645
(iv) Shared power to dispose or to direct the disposition of: 0
Winston LLC
-----------
(i) Sole power to vote or to direct the vote: 378,881
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 378,881
(iv) Shared power to dispose or to direct the disposition of: 0
Winston LDC
-----------
(i) Sole power to vote or to direct the vote: 760,764
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 760,764
(iv) Shared power to dispose or to direct the disposition of: 0
CFM
---
(i) Sole power to vote or to direct the vote: 555,555
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 555,555
(iv) Shared power to dispose or to direct the disposition of: 0
<PAGE>
Page 15 of 23 pages
Item 5. Ownership of Five Percent or Less of a Class:
This Item 5 is not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person:
(i) OSI has the right to participate in the receipt of
dividends from, and proceeds from the sale of, securities,
including the Shares held for its account.
(ii) Soros Hungary has the right to participate in the receipt
of dividends from, and proceeds from the sale of, the Shares
held for its account.
(iii) SCF has the right to participate in the receipt of
dividends from, and proceeds from the sale of, securities,
including the Shares held for its account.
(iv) Soros Humanitarian has the right to participate in the
receipt of dividends from, and proceeds from the sale of,
securities, including the Shares held for its account.
(v) The members of Winston LLC have the right to participate
in the receipt of dividends from, and proceeds from the sale
of, securities, including the Shares held by Winston LLC in
accordance with their ownership interests in Winston LLC.
(vi) The shareholders of Winston LDC have the right to
participate in the receipt of dividends from, or proceeds from
the sale of, the Shares held by Winston LDC in accordance with
their ownership interests in Winston LDC.
(vii) Dr. Chatterjee as sole general partner of CFM has sole
right to participate in the receipt of dividends from, or
proceeds from the sale of, the any Shares received upon
conversion of the Warrants held for its account.
The inclusion of Shares held for the accounts of OSI, Soros
Hungary, SCF and Soros Humanitarian herein shall not be an admission that Mr.
Soros or any of the Reporting Persons has or may be deemed to have had
beneficial ownership of such Shares. Mr. Soros expressly disclaims beneficial
ownership of any Shares held directly for the accounts of Winston LLC, Winston
LDC and CFM. Dr. Chatterjee expressly disclaims beneficial ownership of any
Shares held for the accounts of OSI, Soros Hungary, SCF and Soros Humanitarian.
Each of Chatterjee Advisors and Chatterjee Management expressly disclaims
beneficial ownership of any Shares held for the accounts of OSI, Soros Hungary,
SCF, Soros Humanitarian, and CFM. Winston LLC expressly disclaims beneficial
ownership of any Shares held for the accounts of OSI, Soros Hungary, SCF, Soros
Humanitarian, Winston LDC and CFM. Winston LDC expressly disclaims beneficial
ownership of any Shares held for the accounts of OSI, Soros Hungary, SCF, Soros
Humanitarian, Winston LLC and CFM. CFM expressly disclaims beneficial ownership
of any Shares held for the accounts of OSI, Soros Hungary, SCF, Soros
Humanitarian, Winston LLC and Winston LDC.
<PAGE>
Page 16 of 23 pages
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company:
This Item 7 is not applicable.
Item 8. Identification and Classification of Members of the Group:
This Item 8 is not applicable.
Item 9. Notice of Dissolution of Group:
This Item 9 is not applicable.
Item 10. Certification:
This Item 10 is not applicable.
<PAGE>
Page 17 of 23 pages
SIGNATURES
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.
Date: February 12, 1999 GEORGE SOROS
By: /S/ MICHAEL C. NEUS
-----------------------------------
Michael C. Neus
Attorney-in-Fact
Date: February 12, 1999 PURNENDU CHATTERJEE
By: /S/ PETER HURWITZ
-----------------------------------
Peter Hurwitz
Attorney-in-Fact
Date: February 12, 1999 CHATTERJEE ADVISORS LLC
By: /S/ PETER HURWITZ
-----------------------------------
Peter Hurwitz
Manager
Date: February 12, 1999 CHATTERJEE MANAGEMENT COMPANY
By: /S/ PETER HURWITZ
-----------------------------------
Peter Hurwitz
Vice-President
Date: February 12, 1999 WINSTON PARTNERS II LLC
By: Chatterjee Advisors LLC,
its Manager
By: /S/ PETER HURWITZ
------------------------------
Peter Hurwitz
Manager
Date: February 12, 1999 WINSTON PARTNERS II LDC
By: /S/ PETER HURWITZ
-----------------------------------
Peter Hurwitz
Attorney-in-Fact
Date: February 12, 1999 CHATTERJEE FUND MANAGEMENT, L.P.
By: Purnendu Chatterjee,
its General Partner
By: /S/ PETER HURWITZ
------------------------------
Peter Hurwitz
Attorney-in-Fact
<PAGE>
Page 18 of 23 Pages
EXHIBIT INDEX
Page
----
A. Power of Attorney dated January 1, 1997 granted
by Mr. George Soros in favor of Mr. Sean C.
Warren and Mr. Michael C. Neus................. 19
B. Power of Attorney dated May 31, 1995 granted by
Dr. Purnendu Chatterjee in favor of Mr. Peter
Hurwitz........................................ 20
C. Power of Attorney dated October 25, 1996
granted by Winston Partners II LDC in favor of
Mr. Peter Hurwitz.............................. 21
D. Joint Filing Agreement dated February 11, 1999
by and among Mr. George Soros, Dr. Purnendu
Chatterjee, Chatterjee Advisors LLC, Chatterjee
Management Company, Winston Partners II LLC,
Winston Partners II LDC, Chatterjee Fund
Management, L.P................................ 22
Page 19 of 23 pages
EXHIBIT A
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, GEORGE SOROS, hereby make, constitute
and appoint each of SEAN C. WARREN and MICHAEL C. NEUS, acting individually, as
my agent and attorney-in-fact for the purpose of executing in my name, (a) in my
personal capacity or (b) in my capacity as Chairman of, member of or in other
capacities with Soros Fund Management LLC, all documents, certificates,
instruments, statements, filings and agreements ("documents") to be filed with
or delivered to any foreign or domestic governmental or regulatory body or
required or requested by any other person or entity pursuant to any legal or
regulatory requirement relating to the acquisition, ownership, management or
disposition of securities or other investments, and any other documents relating
or ancillary thereto, including but not limited to, all documents relating to
filings with the United States Securities and Exchange Commission (the "SEC")
pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934
(the "Act") and the rules and regulations promulgated thereunder, including: (1)
all documents relating to the beneficial ownership of securities required to be
filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act,
including, without limitation: (a) any acquisition statements on Schedule 13D or
Schedule 13G and any amendments thereto, (b) any joint filing agreements
pursuant to Rule 13d-1(f) and (c) any initial statements of, or statements of
changes in, beneficial ownership of securities on Form 3, Form 4 or Form 5 and
(2) any information statements on Form 13F required to be filed with the SEC
pursuant to Section 13(f) of the Act.
All past acts of the attorney-in-fact in furtherance of the foregoing are hereby
ratified and confirmed.
This power of attorney shall be valid from the date hereof until revoked by me.
IN WITNESS WHEREOF, I have executed this instrument as of this 1st day of
January, 1997.
/s/George Soros
----------------------------------------------
GEORGE SOROS
Page 20 of 23 Pages
EXHIBIT B
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, PURNENDU CHATTERJEE, hereby make,
constitute and appoint PETER HURWITZ as my agent and attorney-in-fact for the
purpose of executing in my name or in my personal capacity all documents,
certificates, instruments, statements, filings and agreements ("documents") to
be filed with or delivered to any foreign or domestic governmental or regulatory
body or required or requested by any other person or entity pursuant to any
legal or regulatory requirement relating to the acquisition, ownership,
management or disposition of securities or other investments, and any other
documents relating or ancillary thereto, including but not limited to, all
documents relating to filings with the United States Securities and Exchange
Commission (the "SEC") pursuant to the Securities Act of 1933 or the Securities
Exchange Act of 1934 (the "Act") and the rules and regulations promulgated
thereunder, including: (1) all documents relating to the beneficial ownership of
securities required to be filed with the SEC pursuant to Section 13(d) or
Section 16(a) of the Act, including, without limitation: (a) any acquisition
statements on Schedule 13D or Schedule 13G and any amendments thereto, (b) any
joint filing agreements pursuant to Rule 13d-1(f) and (c) any initial statements
of, or statements of changes in, beneficial ownership of securities on Form 3,
Form 4 or Form 5 and (2) any information statements on Form 13F required to be
filed with the SEC pursuant to Section 13(f) of the Act.
All past acts of the attorney-in-fact in furtherance of the foregoing are hereby
ratified and confirmed.
This power of attorney shall be valid from the date hereof until revoked by me.
IN WITNESS WHEREOF, I have executed this instrument as of this 31st day of May,
1995.
/s/Purnendu Chatterjee
-----------------------------------------
PURNENDU CHATTERJEE
Page 21 of 23 Pages
EXHIBIT C
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, Winston Partners II LDC
(the "Company"), a Cayman Islands exempted limited duration company, hereby
makes, constitutes and appoints PETER HURWITZ as the Company's agent and
attorney-in-fact for the purpose of executing on behalf of the Company, all
documents, certificates, instruments, statements, filings and agreements
("documents") to be filed with or delivered to any foreign or domestic
governmental or regulatory body or required or requested by any other person or
entity pursuant to any legal or regulatory requirement relating to the
acquisition, ownership, management or disposition of securities or other
investments, and any other documents relating or ancillary thereto, including
but not limited to, all documents relating to filings with the United States
Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of
1933 or the Securities Exchange Act of 1934 (the "Act") and the rules and
regulations promulgated thereunder, including: (1) all documents relating to the
beneficial ownership of securities required to be filed with the SEC pursuant to
Section 13(d) or Section 16(a) of the Act, including, without limitation: (a)
any acquisition statements on Schedule 13D or Schedule 13G and any amendments
thereto, (b) any joint filing agreements pursuant to Rule 13d-1(f) and (c) any
initial statements of, or statements of changes in, beneficial ownership of
securities on Form 3, Form 4 or Form 5 and (2) any information statements on
Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act.
All past acts of the attorney-in-fact in furtherance of the foregoing are hereby
ratified and confirmed.
This power of attorney shall be valid from the date hereof until revoked by me.
IN WITNESS WHEREOF, I have executed this instrument as of this 25th day of May,
1995.
WINSTON PARTNERS II LDC
By: /s/Kieran Conroy /s/ Wiekert Weber
----------------------------------
Name: Kieran Conroy / Wiekert Weber
Page 22 of 23 Pages
EXHIBIT D
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with respect to
the Common Stock of Global TeleSystems Group, Inc. dated as of February 11, 1999
is, and any amendments thereto signed by each of the undersigned shall be, filed
on behalf of us pursuant to and in accordance with the provisions of Rule
13d-1(f) under the Securities Exchange Act of 1934.
Date: February 12, 1999 GEORGE SOROS
By: /S/ MICHAEL C. NEUS
-----------------------------------
Michael C. Neus
Attorney-in-Fact
Date: February 12, 1999 PURNENDU CHATTERJEE
By: /S/ PETER HURWITZ
-----------------------------------
Peter Hurwitz
Attorney-in-Fact
Date: February 12, 1999 CHATTERJEE ADVISORS LLC
By: /S/ PETER HURWITZ
-----------------------------------
Peter Hurwitz
Manager
Date: February 12, 1999 CHATTERJEE MANAGEMENT COMPANY
By: /S/ PETER HURWITZ
-----------------------------------
Peter Hurwitz
Vice-President
<PAGE>
Page 23 of 23 Pages
Date: February 12, 1999 WINSTON PARTNERS II LLC
By: Chatterjee Advisors LLC,
its Manager
By: /S/ PETER HURWITZ
------------------------------
Peter Hurwitz
Manager
Date: February 12, 1999 WINSTON PARTNERS II LDC
By: /S/ PETER HURWITZ
-----------------------------------
Peter Hurwitz
Attorney-in-Fact
Date: February 12, 1999 CHATTERJEE FUND MANAGEMENT, L.P.
By: Purnendu Chatterjee,
its General Partner
By: /S/ PETER HURWITZ
------------------------------
Peter Hurwitz
Attorney-in-Fact
