GLOBAL TELESYSTEMS GROUP INC
SC 14D1/A, 1999-03-04
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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<PAGE>   1
 
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- --------------------------------------------------------------------------------
 
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
 
                               SCHEDULE 14D-1-1/A
   
                                Amendment No. 2
    
              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>
- --------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------
            TRANSACTION VALUATION                          AMOUNT OF FILING FEE
- --------------------------------------------------------------------------------------------
<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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<PAGE>   2
 
   
     This Amendment No. 2 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 March 4, 1999, GTS announced that by 3:00 p.m. (London time), 10:00 a.m.
(New York City time), on March 4, 1999, the first closing date of the Offer,
valid acceptances had been received in respect of 49,958,873 Esprit Telecom
Ordinary Shares and 10,504,227 Esprit Telecom ADSs representing in total
approximately 97.92% percent of Esprit Telecom's present issued share capital.
    
 
   
     All of the conditions to the Offer having been satisfied or waived, GTS
declared the Offer unconditional in all respects. The Offer will remain open for
acceptance for a subsequent offer period, until further notice. GTS will give
not less that 14 calendar days' notice in writing, before closing the Offer, 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. Holders of Esprit Telecom ordinary shares and ADSs will not have
withdrawal rights during the subsequent offer period.
    
 
   
     On March 4, 1999, GTS issued two press releases relating to the foregoing,
copies of which are attached hereto as Exhibits (a)(18) and (a)(19) and are
incorporated herein by reference.
    
 
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
 
   
<TABLE>
<C>                      <S>
        (a)(18)          -- Press Release, dated March 3, 1999, issued by GTS,
                            announcing stockholder approval of the issuance of new
                            shares of common stock of GTS in the Offer.
        (a)(19)          -- Press Release, dated March 4, 1999 issued by GTS,
                            announcing receipt of the required level of acceptances.
</TABLE>
    
<PAGE>   3
 
     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.
 
   
March 4, 1999
    
 
                                            Global TeleSystems Group, Inc.
 
                                            By:     /s/ GRIER C. RACLIN
                                              ----------------------------------
                                              Name: Grier C. Raclin
                                              Title: Senior Vice President and
                                                 General Counsel
<PAGE>   4
 
                                 EXHIBIT INDEX
 
   
<TABLE>
<CAPTION>
        EXHIBIT
         NUMBER                                  DESCRIPTION
        -------                                  -----------
<C>                      <S>
        (a)(18)          -- Press Release, dated March 3, 1999, issued by GTS,
                            announcing stockholder approval of the issuance of new
                            shares of common stock of GTS in the offer.
        (a)(19)          -- Press Release, dated March 4, 1999 issued by GTS,
                            announcing receipt of the required level of acceptances.
</TABLE>
    

<PAGE>   1

                                                                 EXHIBIT (a)(18)


                                           [GLOBAL TELESYSTEMS GROUP, INC. LOGO]

                                                      1751 Pinnacle Drive 
                                                      North Tower 12th Floor 
                                                      McLean, Virginia 22102 USA
                                                      Tel: 703 918-4500 
                                                      Fax: 703 918-0371

FOR IMMEDIATE RELEASE

             GTS STOCKHOLDERS APPROVE TERMS OF ESPRIT TELECOM OFFER

MCLEAN, Va., March 3, 1999 - Global TeleSystems Group, Inc. (GTS) (Nasdaq and
EASDAQ: GTSG) announced that, at a Special Meeting held today, its stockholders
have approved the issuance of new shares of Common Stock of GTS pursuant to the
previously announced offer by GTS (the "Offer") to acquire all the issued and
outstanding share capital of Esprit Telecom Group plc (Esprit Telecom) (Nasdaq:
ESPRY; EASDAQ: ESPR). Pursuant to the Offer, each Esprit Telecom securityholder
will receive 0.1271 of a share of new common stock of GTS for each ordinary
share of Esprit Telecom held by such holder, and 0.89 of a share of new common
stock of GTS for each American Depositary Share (ADS) of Esprit Telecom held by
such holder.

The Offer is open for acceptance during an initial offer period that is due to
expire at 10:00 a.m. (New York City time), 3:00 p.m. (London time), on Thursday,
March 4, 1999, unless extended. Upon expiration of the initial offer period, if
all of the conditions to the Offer have been either satisfied or waived, the
Offer will be declared unconditional. The Offer will then be extended for a
subsequent offer period of at least 14 calendar days, as required by the rules
of The City Code on Takeovers and Mergers, during which time holders of Esprit
Telecom ordinary shares and ADSs who have not tendered such securities may do
so. Holders of Esprit Telecom ordinary shares and ADSs have withdrawal rights
during the initial offer period but, except in limited circumstances, not during
the subsequent offer period.

The Offer is conditional upon, among other things, acceptance of the Offer by
holders of not less than 90 percent of the Esprit Telecom ordinary shares
(including those represented by ADSs) outstanding, or at GTS's discretion,
acceptance by holders of any percentage greater than 50 percent. GTS has been
advised by The Bank of New York, the U.S. depositary, and IRG plc, the U.K.
receiving agent, for the Offer, that as of the close of business in New York
City and London on Wednesday, March 3, 1999, valid acceptances had been received
in respect of 49,937,646 Esprit Telecom ordinary shares and 9,714,869 Esprit
Telecom ADSs, in total representing approximately 93.5 percent of Esprit Telecom
ordinary shares (including those represented by ADSs).

GTS will declare the Offer wholly unconditional on Thursday, March 4, 1999,
subject to receipt of certification of the precise level of acceptances.


                                     -MORE-


<PAGE>   2

GTS Stockholders Approve Terms of Esprit Telecom Offer
Page 2


Prior to the announcement of the Offer on December 8, 1998, GTS had received
irrevocable undertakings to accept the Offer in respect of 47,736,275 Esprit
Telecom ordinary shares and 4,890,285 Esprit Telecom ADSs, in total representing
approximately 65 percent of Esprit Telecom's ordinary shares (including those
represented by ADSs).

Other than as disclosed above, neither GTS nor any person deemed to be acting in
concert with it for the purposes of the Offer owned any Esprit Telecom ordinary
shares or rights over such ordinary shares (including those represented by ADSs)
on December 7, 1998 (being the last dealing date prior to commencement of the
Offer period). Neither GTS nor any person deemed to be acting in concert with it
for the purposes of the Offer has acquired or agreed to acquire any Esprit
Telecom ordinary shares or rights over such ordinary shares (including those
represented by ADSs) during the Offer period other than by way of acceptances of
the Offer.

For additional information, contact:

Global TeleSystems Group
Robert Capozzi
Tel:  +1-703-918-4548
[email protected]

The Offer is being made in the U.S. by Bear, Stearns & Co. Inc. and outside the
U.S. by Bear, Stearns International Limited on behalf of GTS.

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 nor 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 into Canada, Australia or Japan.

THIS PRESS RELEASE INCLUDES 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.


                                       ###

<PAGE>   1
                                                                 EXHIBIT (a)(19)


                                                [LOGO GTS(TM)]

                                                GLOBAL TELESYSTEMS GROUP, INC.

                                                1751 Pinnacle Drive        
                                                North Tower 12th Floor     
                                                McLean, Virginia 22102 USA 
                                                Tel:703 918-4500           
                                                Fax: 703 918-0371      
                                                



FOR IMMEDIATE RELEASE


        GTS ANNOUNCES RECEIPT OF REQUIRED LEVEL OF ACCEPTANCES OF OFFER
                               FOR ESPRIT TELECOM

               OFFER DECLARED WHOLLY UNCONDITIONAL IN ALL RESPECTS


MCLEAN, Va., March 4, 1999 - The Board of Directors of Global TeleSystems Group,
Inc. (GTS) (Nasdaq and Easdaq: GTSG) announced that by 3:00 p.m. (London time),
10:00 a.m. (New York City time), today, March 4, 1999, pursuant to the
previously announced offer by GTS (the "Offer") to acquire all the issued and
outstanding share capital of Esprit Telecom Group plc (Esprit Telecom) (Nasdaq:
ESPRY; Easdaq: ESPR), valid acceptances had been received in respect of
49,958,873 Esprit Telecom ordinary shares and 10,504,227 Esprit Telecom American
Depositary Shares (ADSs) representing in total approximately 97.92 percent of
Esprit Telecom's present issued share capital. All of the conditions to the
Offer having been satisfied or waived, the Offer has been declared unconditional
in all respects.

The Offer will remain open for acceptance for a subsequent offer period, until
further notice. GTS will give not less than 14 calendar days' notice in writing,
before closing the Offer, 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. Holders of Esprit Telecom ordinary
shares and ADSs will not have withdrawal rights during the subsequent offer
period.

Prior to the announcement of the Offer on December 8, 1998, GTS had received
irrevocable undertakings to accept the Offer in respect of 47,736,275 Esprit
Telecom ordinary shares and 4,890,285 Esprit Telecom ADSs (in total representing
approximately 65 percent of Esprit Telecom's present issued share capital).

Other than as disclosed above, neither GTS nor any person deemed to be acting in
concert with it for the purposes of the Offer owned any Esprit Telecom ordinary
shares or rights over such ordinary shares (including those represented by ADSs)
on December 7, 1998 (being the last dealing date prior to commencement of the
Offer period). Neither GTS nor any person deemed to be acting in concert with it
for the purposes of the Offer has acquired or agreed to acquire any Esprit
Telecom ordinary shares or rights over such shares (including those represented
by ADSs) during the Offer period other than by way of acceptances of the Offer.


                                     -MORE-


<PAGE>   2


GTS Declares Esprit Telecom Offer Unconditional
Page 2

For additional information, contact:

Global TeleSystems Group
Robert Capozzi
Tel:  +1-703-918-4548
[email protected]

Bear, Stearns International Limited
Richard Strang
Tel:  +44 (0)171 516 6937
Sanjay Sharma
Tel:  +44 (0)171 516 6945

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 nor 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.

THIS PRESS RELEASE INCLUDES 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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