GLOBAL TELESYSTEMS GROUP INC
SC 14D1/A, 1999-07-14
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                               SCHEDULE 14D-1-1/A

                                Amendment No. 5

              TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                            ESPRIT TELECOM GROUP PLC
                           (Name of Subject Company)

                         GLOBAL TELESYSTEMS GROUP INC.
                                   (Bidders)

             ORDINARY SHARES, NOMINAL VALUE OF ONE PENCE PER SHARE,
                                      AND
        AMERICAN DEPOSITARY SHARES, EACH REPRESENTING 7 ORDINARY SHARES
                         (Title of Class of Securities)

                                   29665W104
                          (American Depositary Shares)
                     (CUSIP Number of Class of Securities)

                                GRIER C. RACLIN
                              1751 PINNACLE DRIVE
                             NORTH TOWER-12TH FLOOR
                                MCLEAN, VA 22102
                                 (703) 918-4573
  (Name, Address and Telephone Number of Person Authorized to Receive Notices
                    and Communications on Behalf of Bidder)

                                   Copies to:
                              ALFRED J. ROSS, JR.
                              SHEARMAN & STERLING
                              599 LEXINGTON AVENUE
                            NEW YORK, NEW YORK 10022
                                 (212) 848-7056

                           CALCULATION OF FILING FEE

<TABLE>
<CAPTION>
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            TRANSACTION VALUATION                          AMOUNT OF FILING FEE
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<S>                                            <C>
                $574,783,773*                                    $159,791
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</TABLE>

[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
    and identify the filing with which the offsetting fee was previously paid.
    Identify the previous filing by registration statement number, or the Form
    or Schedule and the date of its filing.

                        Amount Previously Paid: $137,832
                      Form or Registration No.: 333-68511
                  Filing Party: Global TeleSystems Group, Inc.
                          Date Filed: December 8, 1998

                        Amount Previously Paid: $21,959
                      Form or Registration No.: 333-68511
                  Filing Party: Global TeleSystems Group, Inc.
                          Date Filed: February 1, 1999

* Note: The proposed maximum aggregate offering price was determined as follows:
  (i) the market value per share of the Esprit Telecom Ordinary Shares
  (determined as one-seventh of the market value per Esprit Telecom ADS)
  multiplied by the maximum number of Esprit Telecom Ordinary Shares which may
  be exchanged in the Offer described herein for shares of GTS Common Stock,
  plus (ii) the market value per Esprit Telecom ADS, multiplied by the number of
  Esprit Telecom ADSs which may be exchanged in the Offer described herein for
  shares of GTS Common Stock. Pursuant to Rule 457(c), the market value per
  Esprit Telecom ADS is based on the average of the bid and asked price on the
  NASDAQ National Market on January 28, 1999. $137,832 of the filing fee was
  paid on December 8, 1998. The market value per Esprit Telecom ADS used to
  calculate the proposed maximum aggregate offering price for the portion of the
  filing fee paid on December 8, 1998 was based on the average of the bid and
  asked price on the NASDAQ National Market on December 3, 1998.

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     This Amendment No. 5 is filed to supplement and amend the information set
forth in the Tender Offer Statement on Schedule 14D-1 (the "Statement") filed by
Global TeleSystems Group, Inc., a Delaware corporation ("GTS"), upon the terms
and conditions set forth in the Offering Circular/Proxy Statement/ Prospectus
dated February 2, 1999 and in the related Form of Acceptance, Letter of
Transmittal and Notice of Guaranteed Delivery (the "Offering Circular/Proxy
Statement/Prospectus" the "Form of Acceptance," "Letter of Transmittal," and
"Notice of Guaranteed Delivery" respectively, together constituting the
"Offer"), to exchange (i) each outstanding Ordinary Share, nominal value of one
pence each, of Esprit Telecom (as defined below) (the "Esprit Telecom Ordinary
Shares"), and (ii) each outstanding American Depository Share of Esprit Telecom
representing seven Esprit Telecom Ordinary Shares, (the "Esprit Telecom ADSs"),
for new shares of Common Stock, par value $0.10 per share, of GTS (the "Common
Stock"), based on an exchange ratio of (i) 0.1271 of a share of Common Stock for
each Esprit Telecom Ordinary Share, and (ii) 0.89 of a share of Common Stock for
each Esprit Telecom ADS. The Esprit Telecom Ordinary Shares and the Esprit
Telecom ADSs are collectively referred to herein as the "Esprit Telecom
Securities." All capitalized terms used but not defined herein shall have the
meanings ascribed to such terms in the Offering Circular/Proxy
Statement/Prospectus.


ITEM 10. ADDITIONAL INFORMATION.

Item 10(f) is hereby amended and supplemented as follows:


     On July 13, 1999, GTS issued a notice to those holders of Esprit Telecom
ordinary shares and Esprit Telecom ADSs who have not accepted the Offer, as
required by the rules of The City Code on Takeovers and Mergers that the Offer
will remain open for acceptance until 3:00 p.m. London time (10:00 a.m. New York
City time) on July 28, 1999.



     On July 13, 1999, GTS issued a press releases relating to the foregoing, a
copy of which is attached hereto as Exhibit (a)(22) and is incorporated herein
by reference.


ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.


<TABLE>
<C>                      <S>
        (a)(22)          -- Press Release, dated July 13, 1999, issued by GTS,
                            announcing the closure of the Offer.
</TABLE>

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     After due 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.


July 14, 1999


                                            Global TeleSystems Group, Inc.

                                            By:     /s/ GRIER C. RACLIN
                                              ----------------------------------
                                              Name: Grier C. Raclin
                                              Title: Senior Vice President and
                                                 General Counsel
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                                 EXHIBIT INDEX


<TABLE>
<CAPTION>
        EXHIBIT
         NUMBER                                  DESCRIPTION
        -------                                  -----------
<C>                      <S>
        (a)(22)          -- Press Release, dated July 13, 1999, issued by GTS
                            announcing the Closure of the Offer.
</TABLE>


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                                                                 EXHIBIT (a)(22)

                 [GLOBAL TELESYSTEMS GROUP, INC. LETTERHEAD]




FOR IMMEDIATE RELEASE--NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR
IN PART IN OR INTO CANADA, AUSTRALIA OR JAPAN

       RECOMMENDED OFFER FOR ESPRIT TELECOM GROUP PLC ("ESPRIT TELECOM")

                                CLOSURE OF OFFER

WASHINGTON, JULY 13, 1999 --The board of directors of Global TeleSystems Group,
Inc. (GTS) (Nasdaq: GTSG; Frankfurt: GTS; Easdaq: GTSG) announced today that
the offer made by Bear, Stearns International Limited and Bear, Stearns & Co.
Inc. on behalf of GTS for Esprit Telecom on February 2, 1999, will remain open
for acceptances until 3:00 p.m. London time (10 a.m. New York City time) on
July 28, 1999, whereupon it will close.

Bear, Stearns International Limited, which is regulated by The Securities and
Futures Authority Limited in the conduct of its investment business in the
United Kingdom, and Bear, Stearns & Co. Inc. (together "Bear Stearns") are
acting exclusively for GTS and are acting for no one else in connection with
the Offer and will not be responsible to anyone other than GTS for providing
the protections afforded to customers of either Bear Stearns entity for
providing advice in relation to the Offer.  The provisions of this paragraph
are not intended to disclaim any liability of either Bear Stearns entity under
U.S. securities laws.

Copies of this announcement are not being and must not be mailed or otherwise
distributed or sent in or into Canada, Australia or Japan and persons receiving
this announcement (including custodians, nominees and trustees) must not
distribute or send it in or into Canada, Australia or Japan.

About GTS

Global TeleSystems Group is a leading independent owner and operator of
telecommunications companies throughout Europe.  GTS serves customers in 20
European countries and operates a broadband network with points of presence in
23 cities in Europe.  GTS recently acquired Esprit Telecom, Omnicom and
NetSource, which provide business customers with a wide range of voice, data,
IP, Internet and other telecommunications services. The company has announced
it will develop competitive local exchange carrier (CLECs) in Paris, Geneva and
Berlin and has plans to develop at least 12 CLEC operations in Western Europe
by year-end 2001.  GTS also provides managed bandwidth and switched services in
Europe to other telecommunications and Internet service providers and has
announced a planned transatlantic joint venture.  In addition, the company
offers a variety of fixed line and mobile telecommunications services in Russia
and the CIS.




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Headquartered in the metropolitan Washington, D.C. area, GTS's affiliates have
offices in London, Brussels, Amsterdam, Paris, Frankfurt, Moscow, Budapest,
Kiev and Prague.

Inquiries:

Bear, Stearns International Limited
Richard Strang
telephone:  +44 (0) 171 516 6937

For investors and U.S. media:
Robert Capozzi
telephone:  +1 703 918 4548
fax:  +1 703 918 0371;
pager:  +1 800 331 4741
e-mail:  [email protected]

For European media:
Glenn Manoff
telephone:  +44 (0) 118 918 4010
fax:  +44 (0) 118 918 4144
mobile:  +44 (0) 467 446 087
e-mail: [email protected]

Visit GTS's website at www.gtsgroup.net.

THIS PRESS RELEASE MAY INCLUDE FORWARD-LOOKING STATEMENTS THAT INVOLVE RISK AND
UNCERTAINTY.  ALTHOUGH THE COMPANY BELIEVES ITS EXPECTATIONS REFLECTED IN SUCH
FORWARD-LOOKING STATEMENTS ARE BASED ON REASONABLE ASSUMPTIONS, NO ASSURANCE
CAN BE GIVEN THAT SUCH PROJECTIONS WILL BE FULFILLED.  ANY SUCH FORWARD-LOOKING
STATEMENT MUST BE CONSIDERED ALONG WITH KNOWLEDGE THAT ACTUAL EVENTS OR RESULTS
MAY VARY MATERIALLY FROM SUCH PREDICTIONS DUE TO, AMONG OTHER THINGS,
POLITICAL, ECONOMIC OR LEGAL CHANGES IN THE MARKETS IN WHICH GTS DOES BUSINESS,
COMPETITIVE DEVELOPMENTS OR RISKS INHERENT IN THE COMPANY'S BUSINESS PLAN.
READERS ARE REFERRED TO THE DOCUMENTS FILED BY GTS WITH THE U.S. SECURITIES AND
EXCHANGE COMMISSION, SPECIFICALLY THE MOST RECENT REPORTS FILED UNDER THE
SECURITIES EXCHANGE ACT OF 1934 AND REGISTRATION STATEMENTS FILED PURSUANT TO
THE SECURITIES ACT OF 1933, WHICH IDENTIFY IMPORTANT RISK FACTORS.

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