GLOBAL TELESYSTEMS GROUP INC
SC 14D1/A, 1999-04-02
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
 
                               SCHEDULE 14D-1-1/A
                                Amendment No. 4
              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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<PAGE>   2
     This Amendment No. 4 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 April 1, 1999, GTS issued a notice pursuant to the Companies Act 1985
that valid acceptances of more than 90% had been received in respect of the
Esprit Telecom Ordinary Shares (including those represented by Esprit Telecom
ADSs). Therefore, GTS intends to compulsory acquire the remaining outstanding
Esprit Telecom Shares (including those represented by ADSs) at the expiration
of the requisite notice period.
 
      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 April 1, 1999, GTS issued a press releases relating to the foregoing,
a copy of which is attached hereto as Exhibit (a)(21) and is incorporated 
herein by reference.
 
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
 

<TABLE>
<C>                      <S>
        (a)(21)          -- Press Release, dated April 1, 1999 issued by GTS,
                            announcing the intent to exercise the Compulsory
                            Acquisition.
</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.
 
April 2, 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)(21)          -- Press Release, dated April 1, 1999, issued by GTS 
                            announcing the intent to exercise the Compulsory
                            Acquisition.
</TABLE>

<PAGE>   1
                                                                 EXHIBIT (a)(21)


1 April 1999                                               FOR IMMEDIATE RELEASE


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

                     GLOBAL TELESYSTEMS GROUP, INC. ("GTS")

          Compulsory Acquisition of Outstanding Esprit Telecom Shares


MCLEAN, Va., April 1, 1999 -- Global TeleSystems Group, Inc. (GTS) (Nasdaq and
Easdaq: GTSG) announces that valid acceptances in connection with the offer made
by Bear, Stearns International Limited and Bear, Stearns & Co. Inc. on behalf of
GTS for Esprit Telecom Group plc on February 2, 1999 (the "Offer") have been
received in respect of more than 90 percent of the Esprit Telecom Shares
(including those shares represented by Esprit Telecom American Depositary
Shares) to which the Offer relates. Accordingly, GTS is today issuing notices
under section 429 of the Companies Act 1985 to Esprit Telecom Shareholders who
have not yet accepted the Offer that GTS now intends to exercise its rights to
acquire compulsorily all those Esprit Telecom Shares in respect of which valid
acceptances have not been received at the expiry of the requisite notice period.
In the meantime, the Offer remains open for acceptance until further notice.

Global TeleSystems Group is a leading independent owner and operator of 
telecommunications companies throughout Europe. GTS has six primary lines of 
business: GTS Carrier Services, which provides cross-border transport in Europe 
to other telecommunications companies; GTS Wholesale Services, which provides 
switched and other value-added services to carriers; GTS Access Services, which 
provides facilties-based access services to businesses throughout Europe; GTS 
Business Services -- Western Europe, which offers voice, data, Internet and 
other telecommunications services to businesses; GTS Business Services -- 
Commonwealth of Independent States (CIS), where GTS is a leading alternative 
provider of high quality telecommunications services in Moscow, Kiev, St. 
Petersburg and other cities in Russia and the CIS; and GTS Mobile Services -- 
CIS, which operates cellular businesses in Russia and Ukraine.

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

<PAGE>   2
Compulsory Acquisition of Outstanding Esprit Telecom Shares
Page 2


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.

For further information, visit GTS's website at www.gtsgroup.net, or contact:

INQUIRIES

INVESTORS:
Robert Capozzi                     Richard Strang
GTS                                Bear, Stearns International Ltd.
Tel:   +1-703-918-4548             Tel:          +44(0)171-516-6937
Pager: +1-800-331-4741
Email: [email protected]

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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