GLOBAL TELESYSTEMS GROUP INC
SC 14D1/A, 1999-02-03
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. 1
    
              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. 1 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 11. MATERIAL TO BE FILED AS EXHIBITS.
    
 
   
<TABLE>
<C>                      <S>
        (a)(15)          -- Press Release, dated February 3, 1999, issued in the
                            United Kingdom by GTS, announcing the opening of the
                            Offer for acceptance.
        (a)(16)          -- Press Release, dated February 3, 1999, issued in Belgium
                            by GTS, announcing the opening of the Offer for
                            acceptance.
        (a)(17)          -- Correction Press Release issued by GTS, dated February 2,
                            1999.
</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.
 
   
February 3, 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)(15)          -- Press Release, dated February 3, 1999, issued in the
                            United Kingdom by GTS, announcing the opening of the
                            Offer for acceptance.
        (a)(16)          -- Press Release, dated February 3, 1999, issued in Belgium
                            by GTS, announcing the opening of the Offer for
                            acceptance.
        (a)(17)          -- Correction Press Release issued by GTS, dated February 2,
                            1999.
</TABLE>
    

<PAGE>   1
                                                                 EXHIBIT (a)(15)

                              RECOMMENDED OFFER BY

                       BEAR, STEARNS INTERNATIONAL LIMITED
                                       AND
                            BEAR, STEARNS & CO. INC.

                                  ON BEHALF OF

                         GLOBAL TELESYSTEMS GROUP, INC.

   TO ACQUIRE ALL THE ORDINARY SHARES (INCLUDING THOSE REPRESENTED BY ADSS) OF

                            ESPRIT TELECOM GROUP PLC

Bear, Stearns International Limited and Bear, Stearns & Co. Inc. (together "Bear
Stearns") announce on behalf of Global TeleSystems Group, Inc. ("GTS") that by
means of a formal offer document dated 02 February 1999 (the "Offer Document")
dispatched on that date, and by means of this advertisement, GTS, through Bear
Stearns, is making a recommended offer (the "Offer") to acquire all the issued
and to be issued ordinary shares (including those represented by ADSs) of Esprit
Telecom Group plc ("Esprit Telecom"). Terms defined in the Offer Document have
the same meanings in this advertisement.

THE OFFER COMPRISES: FOR EACH ESPRIT TELECOM ORDINARY SHARE, 0.1271 OF A SHARE
OF GTS COMMON STOCK; AND FOR EACH ESPRIT TELECOM ADS, 0.89 OF A SHARE OF GTS
COMMON STOCK.

The full terms and conditions of the Offer (including details of how the Offer
may be accepted) are set out in the Offer Document and the Form of Acceptance
accompanying the Offer Document.

The Offer is being made by means of the Offer Document and this advertisement
and will be open for acceptance until 3:00 p.m. (London time) and 10:00 a.m.
(New York City time) on 04 March 1999 (or such later time(s) and/or date(s) as
GTS may, subject to the provisions of the City Code, decide). The Offer is by
means of this advertisement being extended to all holders of Esprit Telecom
Securities, including those to whom the Offer Document may not be dispatched.
Such persons are informed that copies of the Offer Document and Form of
Acceptance are available for collection during normal business hours from New
Issues Department, IRG plc, P.O.Box No. 166 Bourne House, 34 Beckenham Road,
Beckenham, Kent BR3 4TH.

This advertisement, which is published on behalf of GTS by Bear Stearns, has
been approved by Bear, Stearns International Limited solely for the purpose of
section 57 of the Financial Services Act 1986. Bear, Stearns International
Limited, which is regulated in the United Kingdom by The Securities and Futures
Authority Limited in the conduct of its investment business in the United
Kingdom, and Bear, Stearns & Co. Inc. are acting exclusively for GTS and for no
one else in connection with the Offer and will not be responsible under the
regulations of The Securities and Futures Authority Limited to anyone other than
GTS for providing the protection afforded to customers of either Bear Stearns
entity, nor for providing advice in relation to the Offer.

The Offer is not being made, and this advertisement is not being published,
directly or indirectly, in or into, or by use of the mails of or by any means or
instrumentality (including, without limitation, facsimile transmission, telex
and telephone) of interstate or foreign commerce of, or any facility of a
national securities exchange of Canada, Australia or Japan. The Offer cannot be
accepted by any such use, means, instrumentality or facility from or within
Canada, Australia or Japan. Copies of this advertisement, the Offer Document and
the Form of Acceptance and any related offering documents are not being and must
not be distributed or sent in, into or from Canada, Australia or Japan
including, without limitation, to holders of Esprit Telecom Securities with
registered addresses in Canada, Australia or Japan or to nominees, custodians or
trustees holding Esprit Telecom Securities for such persons. Persons receiving
such documents (including, without limitation, nominees, custodians and
trustees) must not distribute or send them in, into or from Canada, Australia or
Japan or use Canada, Australia or Japan mails or any such means, instrumentality
or facility for any purpose directly or indirectly related to acceptance of the
Offer and doing so will render invalid any related purported acceptance of the
Offer. Persons wishing to accept the Offer must not use Canadian, Australian or
Japanese mails or any such means or instrumentality for any purpose directly or
indirectly related to acceptance of the Offer.

The board of directors of GTS accept responsibility for the information
contained in this advertisement and, to their best of their knowledge and belief
(having taken all reasonable care to ensure that such is the case), such
information is in accordance the facts and does not omit anything likely to
affect the import of such information.

Dated: 03 February 1999

<PAGE>   1
                                                                 EXHIBIT (a)(16)


                     GLOBAL TELESYSTEMS GROUP, INC. ("GTS")


                           RECOMMENDED OFFER ("OFFER")


                  FOR THE WHOLE OF THE ISSUED SHARE CAPITAL OF


                   ESPRIT TELECOM GROUP PLC ("ESPRIT TELECOM")


                                       AND


  ADMISSION TO TRADING ON EASDAQ AND NASDAQ OF NEW GTS SHARES OF COMMON STOCK
                         TO BE ISSUED UNDER THIS OFFER.


THE OFFER COMPRISES:

O      FOR EACH ESPRIT TELECOM ORDINARY SHARE, 0.1271 OF A NEWLY TO BE ISSUED 
       SHARE OF GTS COMMON STOCK

O      FOR EACH ESPRIT TELECOM ADS, 0.89 OF A  NEWLY TO BE ISSUED SHARE OF 
       GTS COMMON STOCK.


Bear, Stearns International Limited and Bear, Stearns &Co. Inc. (together "Bear
Stearns"), the financial advisers of GTS, announce on behalf of GTS that by
means of a formal offer document dated February 2, 1999 (the "Prospectus")
dispatched on that date, and by means of this advertisement, GTS, through Bear
Stearns, is making a recommended offer to acquire all the issued and to be
issued ordinary shares (including those represented by ADSs )of Esprit Telecom.

Shares of GTS common stock are listed and traded on EASDAQ and NASDAQ. Esprit
Telecom ADSs are currently listed and traded on EASDAQ and NASDAQ. The newly to
be issued shares under this Offer will be admitted for quotation on EASDAQ and
NASDAQ.

The full terms and conditions of the Offer (including details of how the Offer
may be accepted) are set out in the Prospectus and the acceptance forms
accompanying the Prospectus.

WARNING TO ALL HOLDERS OF ESPRIT TELECOM ORDINARY SHARES (INCLUDING THOSE
REPRESENTED BY ADSs) IN RELATION TO THE BELGIAN LAW ASPECTS OF THIS OFFER:
NUMEROUS ASPECTS OF THIS OFFER ARE BEING CARRIED OUT PURSUANT TO APPLICABLE US
AND UK RULES AND PROCEDURES. THE ATTENTION OF ALL HOLDERS OF ESPRIT TELECOM
ORDINARY SHARES (INCLUDING THOSE REPRESENTED BY ADSs) IN BELGIUM WISHING TO
RESPOND TO THIS OFFER SHOULD BE DRAWN TO THE FACT



<PAGE>   2

THAT THE US AND UK RULES AND PROCEDURES DIFFER IN VARIOUS WAYS FROM THE
PROCEDURES AND RULES PROVIDED FOR IN THE BELGIAN ROYAL DECREE OF NOVEMBER 8,
1989 ON PUBLIC TAKEOVER BIDS AND CHANGES IN CONTROL OF COMPANIES. THE RELEVANT
US AND UK RULES AND PROCEDURES ARE DESCRIBED IN THE PROSPECTUS.

ACCEPTANCE FORMS MAY BE SUBMITTED, DURING NORMAL BUSINESS HOURS, TO THE BANK OF
NEW YORK, CLIENT SERVICES GROUP, ATTN : ALAIN VANDEN EEDE, AVENUE DES ARTS 35
KUNSTLAAN, 1040 BRUSSELS, BELGIUM, WHERE COPIES OF THE PROSPECTUS AND ACCEPTANCE
FORMS ARE AVAILABLE FOR COLLECTION. THE OFFER WILL BE OPEN FOR ACCEPTANCE UNTIL
4.00 P.M. (BRUSSELS TIME) ON MARCH 4, 1999 (OR SUCH LATER TIME(S) AND/OR DATE(S)
AS GTS MAY, SUBJECT TO THE RULES OF THE UK CITY CODE ON TAKEOVERS AND MERGERS,
DECIDE). SUBJECT TO THE CONSENT OF THE UK PANEL ON TAKEOVERS AND MERGERS (THE
"PANEL"), THE OFFER WILL LAPSE UNLESS ALL OF THE CONDITIONS HAVE BEEN SATISFIED
OR (IF CAPABLE OF WAIVER) WAIVED OR, WHERE APPROPRIATE, HAVE BEEN DETERMINED BY
GTS IN ITS REASONABLE OPINION TO BE OR REMAIN SATISFIED IN EACH CASE BY MIDNIGHT
(LONDON TIME) ON APRIL 2, 1999 OR SUCH LATER DATE(S) AS GTS MAY, WITH THE
PANEL'S CONSENT DECIDE. GTS RESERVES THE RIGHT, IF APPROPRIATE, TO SEEK THE
PANEL'S APPROVAL TO EXTEND SUCH DATE TO APRIL 23, 1999 OR SUCH LATER DATE AS THE
PANEL MAY PERMIT.

<PAGE>   1

                                                                 EXHIBIT (a)(17)

TUESDAY FEBRUARY 2, 3:37 PM EASTERN TIME     
NOTE: This is a correction for a previous article.

COMPANY PRESS RELEASE

CORRECTION -- GLOBAL TELESYSTEMS GROUP, INC. 

In HSTU013, GTS Announces Special Meeting of Shareholders Concerning Acquisition
of Esprit Telecom Group, moved earlier today, we are advised by the client that
the third graph, seventh line should read "and brokers may call 212-440-9800
(collect)" rather than "212-929-5500" as originally issued.



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