<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 20, 2000
REGISTRATION NO. 333-32760
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
GLOBAL TELESYSTEMS GROUP, INC.
(Exact name of registrant as specified in charter)
<TABLE>
<S> <C> <C>
DELAWARE 4813 94-3068423
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification
incorporation or organization) Classification Code Number) Number)
</TABLE>
---------------------
<TABLE>
<S> <C>
GRIER C. RACLIN
4121 WILSON BOULEVARD 4121 WILSON BOULEVARD
8TH FLOOR 8TH FLOOR
ARLINGTON, VIRGINIA 22203 ARLINGTON, VIRGINIA 22203
(703) 236-3100 (703) 236-3100
(Address, including zip code, and telephone (Name, address, including zip code, and telephone
number, including area code, of registrant's number, including area code, of agent for
principal executive offices) service)
</TABLE>
---------------------
Copies to:
CHRISTOPHER C. PACI, ESQ.
SHEARMAN & STERLING
599 LEXINGTON AVENUE
NEW YORK, NY 10022
(212) 848-8515
---------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BE COME
EFFECTIVE ON SUCH DATE AS THE SEC, ACTING PURSUANT TO SAID SECTION 8(a), MAY
DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the estimated expenses to be borne by GTS in
connection with the offering of the securities being hereby registered.
<TABLE>
<CAPTION>
ITEM
----
<S> <C>
SEC Registration Fee........................................ $26,563
Accounting Fees and Expenses................................ 5,000
Legal Fees and Expenses..................................... 10,000
Printing Expenses........................................... 10,000
Miscellaneous............................................... 5,000
-------
TOTAL............................................. $56,563
=======
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law ("DGCL") provides that
a corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding whether civil, criminal or investigative (other than an action by or
in the right of the corporation) by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. Section 145 further
provides that a corporation similarly may indemnify any such person serving in
any such capacity who was or is a party or is threatened to be made a party to
any threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor, against expenses (including
attorneys' fees) actually and reasonably incurred in connection with the defense
or settlement of such action or suit if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Delaware Court
of Chancery or such other court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.
Section 102(b)(7) of the DGCL permits a corporation to include in its
certificate of incorporation a provision eliminating or limiting the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, provided that such provision
shall not eliminate or limit the liability of a director (i) for any breach of
the director's duty of loyalty to the corporation or its stockholders, (ii) for
acts or omission not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the DGCL (relating to
unlawful payment of dividends and unlawful stock purchase and redemption) or
(iv) for any transaction from which the director derived an improper personal
benefit.
GTS' Certificate of Incorporation (the "Certificate") provides that the
GTS' Directors shall not be liable to the Company or its stockholders for
monetary damages for breach of fiduciary duty as a director provided, however,
that such exculpation from liabilities is not permitted with respect to
liability arising from items described in clauses (i) through (iv) in the
preceding paragraph. The Certificate and the GTS' By-Laws further provide that
the Company shall indemnify its directors and officers to the fullest extent
permitted by the DGCL.
II-1
<PAGE> 3
The directors and officers of GTS are covered under directors' and
officers' liability insurance policies maintained by GTS.
ITEM 16. EXHIBITS
(a) Exhibits:
The following is a list of exhibits filed as a part of this registration
statement.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
1.1******* -- Indenture relating to the 10 1/2% Senior Notes due 2006,
dated as of November 24, 1999, between Global TeleSystems
Europe B V and United States Trust Company of New York,
as Trustee
1.2******* -- Indenture relating to the 11% Senior Notes due 2009,
dated as of November 24, 1999, between Global TeleSystems
Europe B V and United States Trust Company of New York,
as Trustee
1.3******* -- Registration Rights Agreement, dated as of November 24,
1999, between Global TeleSystems Europe B V and Initial
Purchasers
2.1*** -- Offer Agreement dated as of December 8, 1998 between the
Registrant and Esprit Telecom Telecom Group plc
2.2*** -- Irrevocable Undertaking by Walter Anderson dated as of
December 8, 1998
2.3*** -- Irrevocable Undertaking by Apax Funds Nominees Limited
dated as of December 8, 1998
2.3(a)*** -- Amendment to the Irrevocable Undertaking by Apax Funds
Nominees Limited dated as of December 8, 1998, dated
December 12, 1998
2.4*** -- Irrevocable Undertaking by Gold & Appel Transfer S.A.
dated as of December 8, 1998
2.5*** -- Irrevocable Undertaking by Warburg, Pincus Ventures, L.P.
dated as of December 8, 1998
2.6*** -- Irrevocable Undertaking by Sir Robin Biggam dated as of
December 8, 1998
2.7*** -- Irrevocable Undertaking by John McMonigall dated as of
December 8, 1998
2.8*** -- Irrevocable Undertaking by Roy Merritt dated as of
December 8, 1998
2.9*** -- Irrevocable Undertaking by David Oertle dated as of
December 8, 1998
2.10*** -- Irrevocable Undertaking by Michael Potter dated as of
December 8, 1998
2.11*** -- Irrevocable Undertaking by Dominic Shorthouse dated as of
December 8, 1998
3.1** -- Certificate of Incorporation of SFMT, Inc.
3.2** -- Certificate of Correction to the Certificate of
Incorporation of SFMT, Inc., filed with the Delaware
Secretary of State on October 8, 1993
3.3** -- Certificate of Ownership and Merger Merging San
Francisco/Moscow Teleport, Inc. into SFMT, Inc., filed
with the Delaware Secretary of State on November 3, 1993
3.4** -- Certificate of Amendment to the Certificate of
Incorporation of SFMT, Inc., filed with the Delaware
Secretary of State on January 12, 1995
3.5** -- Certificate of Amendment to the Certificate of
Incorporation of SFMT, Inc., filed with the Delaware
Secretary of State on February 22, 1995
3.6** -- Certificate of Amendment to the Certificate of
Incorporation of Global TeleSystems Group, Inc., filed
with the Delaware Secretary of State on October 16, 1996
3.7** -- By-laws of SFMT, Inc.
</TABLE>
II-2
<PAGE> 4
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
3.8** -- Certificate of Amendment to the Certificate of
Incorporation of Global TeleSystems Group, Inc., filed
with the Delaware Secretary of State on December 1, 1997
3.9** -- Form of Amended and Restated By-laws of Global
TeleSystems Group, Inc. (supersedes By-laws of SFMT, Inc.
filed as Exhibit 3.7)
3.10+ -- Certificate of Amendment to the Certificate of
Incorporation of Global TeleSystems Group, Inc. filed
with the Delaware Secretary of State on January 29, 1998
3.11+ -- Certificate of Amendment to the Certificate of
Incorporation of Global TeleSystems Group, Inc. filed
with the Delaware Secretary of State on February 9, 1998.
3.12+ -- Certificate of Designation of the Series A Preferred
Stock of Global TeleSystems Group, Inc.
3.13++++++ -- Certificate of Designation of the 7 1/4% Cumulative
Convertible Preferred Stock of Global TeleSystems Group,
Inc.
3.14++++++++ -- Certificate of Amendment to the Certificate of
Incorporation of Global Telesystems Group, Inc. filed
with the Delaware Secretary of State on June 18, 1999.
4.1** -- Form of Specimen Stock Certificate for Common Stock of
the Registrant
4.2** -- Indenture dated as of July 14, 1997 between Global
TeleSystems Group, Inc. and The Bank of New York
(including the form of Senior Subordinated Convertible
Bond due 2000 as an exhibit thereto)
4.3** -- Registration Rights Agreement, dated as of July 14, 1997,
between Global TeleSystems Group, Inc. and UBS Securities
LLC.
4.4** -- Indenture dated as of August 19, 1997 between Hermes
Europe Railtel B.V. and The Bank of New York (including
the form of 11 1/2% Senior Note due 2007 as an exhibit
thereto)
4.5** -- Registration Rights Agreement dated as of August 19, 1997
between Hermes Europe Railtel B.V. and Donaldson, Lufkin
& Jenrette Securities Corporation, UBS Securities LLC,
and Lehman Brothers, Inc.
4.6** -- Form of Rights Agreement between Global TeleSystems
Group, Inc. and The Bank of New York, as Rights Agent
4.7+ -- Indenture dated as of February 10, 1998 between Global
TeleSystems Group, Inc. and The Bank of New York
(including the form of 9 7/8% Senior Notes due 2005 as an
exhibit thereto)
4.8++ -- Indenture dated as of July 8, 1998 between Global
TeleSystems Group, Inc. and The Bank of New York relating
to the Company's 5 3/4% Convertible Senior Debentures due
2010
4.9*** -- Registration Rights Agreement dated as of December 8,
1998 by and among the Registrant, Apax Funds Nominees
Limited and Warburg, Pincus Ventures, L.P.
4.10***** -- Registration Rights Agreement dated as of April 23, 1999
by and among Global TeleSystems Group, Inc., and Merrill
Lynch, Pierce, Fenner & Smith Incorporated, Donaldson
Lufkin & Jenrette Securities Corporation, Bear, Stearns &
Co. Inc., BT Alex. Brown Incorporated and Lehman Brothers
Inc.
5.1### -- Opinion of Arnold Y. Dean, Deputy General Counsel of the
Registrant respecting the Securities registered hereby.
</TABLE>
II-3
<PAGE> 5
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
10.1** -- Senior Note Purchase Agreement, dated as of January 19,
1996, among Global TeleSystems Group, Inc., The Open
Society Institute and Chatterjee Fund Management, L.P.
10.1(a)** -- Amendment to Senior Note Purchase Agreement dated January
19, 1996 among Global TeleSystems Group, Inc., The Open
Society Institute and Chatterjee Fund Management, L.P.,
dated June 6, 1996
10.1(b)** -- Amendment to Senior Note Purchase Agreement dated January
19, 1996 among Global TeleSystems Group, Inc., The Open
Society Institute and Chatterjee Fund Management, L.P.,
dated June 6, 1996
10.1(c)** -- Amendment to Senior Note Purchase Agreement dated January
19, 1996 among Global TeleSystems Group, Inc., The Open
Society Institute and Chatterjee Fund Management, L.P.,
dated July 23, 1996
10.1(d)** -- Amendment to Senior Note Purchase Agreement dated January
19, 1996 among Global TeleSystems Group, Inc., The Open
Society Institute and Chatterjee Fund Management, L.P.,
dated September 16, 1996
10.1(e)** -- Amendment to Senior Note Purchase Agreement dated January
19, 1996 among Global TeleSystems Group, Inc., The Open
Society Institute and Chatterjee Fund Management, L.P.,
dated July 11, 1997
10.1(f)** -- Amendment to Senior Note Purchase Agreement dated January
19, 1996 among Global TeleSystems Group, Inc., The Open
Society Institute and Chatterjee Fund Management, L.P.,
dated July 29, 1997
10.1(g)** -- Amendment to Senior Note Purchase Agreement dated January
19, 1996 among Global TeleSystems Group, Inc., The Open
Society Institute and Chatterjee Fund Management, L.P.,
dated September 29, 1997
10.2** -- Registration Rights Letter Agreement, dated as of January
19, 1996, among Global TeleSystems Group, Inc., The Open
Society Institute and Chatterjee Fund Management, L.P.
10.3** -- Warrant Agreement, dated as of January 19, 1996, among
Global TeleSystems Group, Inc., The Open Society
Institute and Chatterjee Fund Management, L.P.
10.4** -- Joint Venture Letter Agreement, dated January 19, 1996,
among Global TeleSystems Group, Inc., The Open Society
Institute and Chatterjee Fund Management, L.P.
10.5 -- Intentionally Omitted
10.6** -- Registration Rights Letter Agreement, dated June 6, 1996,
among Global TeleSystems Group, Inc., The Open Society
Institute, Winston Partners II LDC and Winston Partners
II LLC
10.7** -- Warrant Agreement, dated as of June 6, 1996, between
Global TeleSystems Group, Inc., The Open Society
Institute, Winston Partners II LDC and Winston Partners
II LLC
10.8** -- Senior Note Purchase Agreement, dated as of February 2,
1996, between Global TeleSystems Group, Inc. and Emerging
Markets Growth Fund, Inc.
10.8(a)** -- Amendment to Senior Note Purchase Agreement, dated as of
February 2, 1996, between Global TeleSystems Group, Inc.
and Emerging Markets Growth Fund, Inc., dated June 6,
1996 (see Exhibit No. 10.1(b))
10.8(b)** -- Amendment to Senior Note Purchase Agreement, dated as of
February 2, 1996, between Global TeleSystems Group, Inc.
and Emerging Markets Growth Fund, Inc., dated June 6,
1996
</TABLE>
II-4
<PAGE> 6
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
10.8(c)** -- Amendment to Senior Note Purchase Agreement, dated as of
February 2, 1996, between Global TeleSystems Group, Inc.
and Emerging Markets Growth Fund, Inc., dated July 25,
1996
10.8(d)** -- Amendment to Senior Note Purchase Agreement, dated as of
February 2, 1996, between Global TeleSystems Group, Inc.
and Emerging Markets Growth Fund, Inc., dated September
10, 1996
10.8(e)** -- Amendment to Senior Note Purchase Agreement, dated as of
February 2, 1996, between Global TeleSystems Group, Inc.
and Emerging Markets Growth Fund, Inc., dated September
16, 1996
10.8(f)** -- Amendment to Senior Note Purchase Agreement, dated as of
February 2, 1996, between Global TeleSystems Group, Inc.
and Emerging Markets Growth Fund, Inc., dated December
30, 1996
10.8(g)** -- Amendment to Senior Note Purchase Agreement, dated as of
February 2, 1996, between Global TeleSystems Group, Inc.
and Emerging Markets Growth Fund, Inc., dated May 13,
1997
10.8(h)** -- Amendment to Senior Note Purchase Agreement, dated as of
February 2, 1996, between Global TeleSystems Group, Inc.
and Emerging Markets Growth Fund, Inc., dated June 20,
1997
10.8(i)** -- Amendment to Senior Note Purchase Agreement, dated as of
February 2, 1996, between Global TeleSystems Group, Inc.
and Emerging Markets Growth Fund, Inc., dated July 11,
1997
10.8(j)** -- Amendment to Senior Note Purchase Agreement, dated as of
February 2, 1996, between Global TeleSystems Group, Inc.
and Emerging Markets Growth Fund, Inc., dated July 21,
1997
10.8(k)** -- Amendment to Senior Note Purchase Agreement, dated as of
February 2, 1996, between Global TeleSystems Group, Inc.
and Emerging Markets Growth Fund, Inc., dated August 14,
1997
10.8(l)** -- Amendment to Senior Note Purchase Agreement, dated as of
February 2, 1996, between Global TeleSystems Group, Inc.
and Emerging Markets Growth Fund, Inc., dated September
29, 1997
10.9** -- Registration Rights Letter Agreement, dated as February
2, 1996, between Global TeleSystems Group, Inc. and
Emerging Markets Growth Fund, Inc.
10.10** -- Warrant Agreement, dated as of February 2, 1996, between
Global TeleSystems Group, Inc. and Emerging Markets
Growth Fund, Inc.
10.11 -- Intentionally Omitted
10.12** -- Registration Rights Letter Agreement, dated as February
2, 1996, between Global TeleSystems Group, Inc. and
Capital International Emerging Markets Funds
10.13** -- Warrant Agreement, dated as of February 2, 1996, between
Global TeleSystems Group, Inc. and Capital International
Emerging Markets Funds
10.14+ -- Restated and Amended Global TeleSystems Group, Inc.
Non-Employee Directors' Stock Option Plan
10.15+ -- Restated and Amended GTS-Hermes, Inc. 1994 Stock Option
Plan
10.16** -- Restricted Stock Grant letter, dated as of January 1,
1995
10.17+++++++ -- Employment Agreement dated as of April 1, 1999 between
the Company and H. Brian Thompson
10.18++++++++ -- Employment Agreement dated as of March 22, 1999 between
the Company and Robert Amman
</TABLE>
II-5
<PAGE> 7
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
10.19++++++++ -- Employment Agreement dated as of January 3, 1995 between
the Company and Gerard Caccappolo
10.20++++++++ -- Employment Agreement dated as of July 1, 1998 between
Esprit Telecom and Hans Peter Kohlhammer
10.21++++++++ -- Employment Agreement dated as of February 22, 1999
between the Company and Robert Schriesheim
10.22** -- SFMT, Inc. Equity Compensation Plan
10.23** -- Form of Non-Statutory Stock Option Agreement
10.24+ -- Third Amended and Restated 1992 Stock Option Plan of
Global TeleSystems Group Inc. dated as of September 25,
1997
10.25** -- GTS-Hermes 1994 Stock Option Grant, Non-Qualified Stock
Option Grant
10.26** -- Agreement on the Creation and Functions of the Joint
Venture of EDN Sovintel, dated June 18, 1990
10.27** -- Stock Purchase Agreement among Global TeleSystems Group,
Inc, Kompaniya "Invest-Project," Swinton Limited, GTS-Vox
Limited, and MTU-Inform, dated September 6, 1995
10.28** -- Certificate of Registration of Revised and Amended
Foundation Document in the State Registration of
Commercial Organizations, dated May 30, 1996
10.29** -- Agreement on the Creation and Functions of the Joint
Venture Sovam Teleport, dated May 26, 1992
10.30** -- Amended and Restated Joint Venture Agreement between GTS
Cellular, Tricor B.V., Gerard Essing, Ivan Laska, and
Erik Jennes, dated July 6, 1995
10.31** -- Amended and Restated Shareholders' Agreement between HIT
Rail B.V., GTS-Hermes, Inc., Nationale Maatschappij Der
Belgische Spoorwegen, Teleport B.V., AB Swed Carrier, and
Hermes Europe Railtel B.V., dated July, 1997
10.31(a)** -- Shareholders' Agreement among the Hermes Europe Railtel,
B.V., GTS-Hermes Inc., HIT Rail B.V., SNCB/NMBS and AB
Swed Carrier (incorporated by reference to Exhibit 10.1
to the Hermes Europe Railtel B.V.'s Registration
Statement on Form S-4 (File No. 333-37719) filed on
December 11, 1997) (supersedes the Amended and Restated
Shareholders' Agreement incorporated by reference as
Exhibit 10.31 to this Registration Statement)
10.32** -- Company Agreement between The Societe National de
Financement, GTS S.A.M. and The Principality of Monaco,
dated September 27, 1995
10.33** -- Joint Venture Agreement between SFMT-Hungaro Inc. and
Montana Holding Vagyonkezelo Kft., dated December 23,
1993
10.34** -- Joint Venture and Shareholders' Agreement among Gerard
Aircraft Sales and Leasing Company, SFMT-Hungaro Inc.,
and Microsystem Telecom Rt., dated August 5, 1994
10.35** -- Agreement on the Establishment of Limited Liability
Company between SFMT-Czech, Inc. and B&H s.r.o., dated
July 12, 1994
10.36** -- Formation of the Equity Joint Venture between GTS and
SSTIC, dated April 12, 1995
10.37** -- Contract to Establish the Sino-foreign Cooperative Joint
Venture Beijing Tianmu Satellite Communications
Technology Co., Ltd, amended, by and between China
International Travel Service Telecom Co., Ltd. and
American China Investment Corporation, dated March 27,
1996
10.38** -- Joint Venture Contract between GTS TransPacific Ventures
Limited and Shanghai Intelligence Engineering, Inc.,
dated March 28, 1996
</TABLE>
II-6
<PAGE> 8
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
10.39** -- Agreement between Global TeleSystems Group, Inc. and
Cesia S.A., dated June 21, 1997
10.40** -- Consulting Agreement between SFMT, Inc. and Alan B.
Slifka, dated March 1, 1994
10.41** -- Consulting Agreement between Global TeleSystems Group,
Inc. and Bernard J. McFadden, dated August 15, 1996
10.42** -- Consulting Agreement between CESIA S.A. and Hermes Europe
Railtel B.V., dated June 20, 1997
10.43++ -- Master Agreement, dated June , 1998 between Ebone
Holding Association, Ebone A/S, Hermes Europe Railtel
Holdings B.V. and Hermes Europe Railtel (Ireland) Limited
10.44+++ -- Plusnet Acquisition Agreement between Esprit Telecom
Group plc and Plusnet Gesellschaft fur Netzwerk Services
GmbH
10.45**** -- Press Announcement of Esprit Telecom Group plc, dated
December 8, 1998, announcing the signing of a definitive
offer agreement with Global TeleSystems Group, Inc.
10.46++++ -- Form of Undertaking of shareholders of NetSource ASA made
in connection with the acquisition of NetSource ASA by
Global TeleSystems Group, Inc.
10.47++++ -- Form of Amendment Agreement to the Undertaking of
shareholders of NetSource ASA made in connection with the
acquisition of NetSource ASA by Global TeleSystems Group,
Inc.
10.48++++ -- Form of Waiver Agreement in made connection with the
acquisition of NetSource ASA by Global TeleSystems Group,
Inc.
10.49++++ -- Form of Waiver Agreement with certain shareholders of
NetSource ASA made in connection with the acquisition of
NetSource ASA by Global TeleSystems Group, Inc.
10.50+++++ -- Indenture dated as of December 18, 1997 between Esprit
Telecom Group plc, as Issuer, and The Bank of New York,
as Trustee, Registrar and Paying Agent, relating to the
Esprit Telecom Group plc 11 1/2% Dollar Senior Notes due
2007 and 11 1/2% DM Senior Notes due 2007
10.51+++ -- Indenture dated as of June 24, 1998 between Esprit
Telecom Group plc, as Issuer, and The Bank of New York,
as Trustee, Registrar and Paying Agent, relating to the
Esprit Telecom Group plc 10 7/8% Dollar Senior Notes due
2008 and 11% DM Senior Notes due 2008
10.52*** -- Supplemental Indenture, dated December 23, 1998 of
$230,000,000 11 1/2% Senior Notes due 2007, supplementing
the indenture dated as of December 18, 1997, between
Esprit Telecom Group plc, as issuer, and The Bank of New
York, as Trustee, Registrar and Paying Agent
10.53*** -- Supplemental Indenture, dated December 23, 1998 of DM
125,000,000 11 1/2% Senior Notes due 2007, supplementing
the indenture dated as of December 18, 1997, between
Esprit Telecom Group plc, as issuer, and The Bank of New
York, as Trustee, Registrar and Paying Agent
10.54*** -- Supplemental Indenture, dated December 23, 1998 of DM
150,000,000 11% Senior Notes due 2008, supplementing the
indenture dated as of June 24, 1998, between Esprit
Telecom Group plc, as issuer and The Bank of New York, as
Trustee, Registrar and Paying Agent
</TABLE>
II-7
<PAGE> 9
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
10.55*** -- Supplemental Indenture, dated December 23, 1998 of
$150,000,000 10 7/8% Senior Notes due 2008, supplementing
the indenture dated as of June 24, 1998, between Esprit
Telecom Group plc, as issuer, and The Bank of New York,
as Trustee, Registrar and Paying Agent
10.56***** -- Purchase Agreement dated as of April 19, 1999 by and
among Global TeleSystems Group, Inc., and Apax Funds
Nominees Limited and Warburg, Pincus Ventures, L.P. and
Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner &
Smith Incorporated, Donaldson, Lufkin & Jenrette
Securities Corporation, Bear, Stearns & Co. Inc.,
Dresdner Kleinwort Benson North American LLC, BT Alex.
Brown Incorporated, Lehman Brothers Inc., Prudential
Securities Incorporated, ING Baring Furman Selz LLC,
BancBoston Robertson Stephens Inc., CIBC Oppenheimer
Corp., ABN AMRO Incorporated, Arnhold and S.
Bleichroeder, Inc. and Credit Suisse First Boston
Corporation.
10.57***** -- Purchase Agreement dated as of April 19, 1999 by and
among Global TeleSystems Group, Inc. and Merrill Lynch &
Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Donaldson, Lufkin & Jenrette Securities Corporation,
Bear, Stearns & Co., Inc., BT Alex. Brown Incorporated,
and Lehman Brothers Inc.
10.58***** -- Agreement for the transfer of Omnicom Shares dated as of
April 14, 1999 by and among Alain Nicolazzi, Florent
Martenne-Duplan, Philippe Ait Yahia and various other
Omnicom shareholders and Esprit Telecom Holdings, Limited
and Global TeleSystems Group, Inc.
12.1++++++ -- Statement Re: Computation of Deficiency of Earnings
Available to Cover Fixed Charges
21.1++++++++ -- List of Subsidiaries of the Registrant
23.1## -- Consent of Ernst & Young LLP, Independent Auditors
23.2## -- Consent of PricewaterhouseCoopers, Independent
Accountants
23.3## -- Consent of Arnold Y. Dean, Deputy General Counsel of the
Registrant (included in his opinion delivered under
Exhibit No. 5.1)
24.1## -- Powers of Attorney (included on signature page to this
registration statement)
27.1++++++++ -- Financial Data Schedule extracted from our December 31,
1999 audited financial statements
</TABLE>
- ---------------
# Filed herewith.
## To be filed by amendment.
### Previously filed.
* Incorporated by reference to the corresponding exhibit to our Annual
Report on Form 10-K for the year ended December 31, 1998, filed on March
23, 1999.
** Incorporated by reference to the corresponding exhibit to our
Registration Statement on Form S-1 (File No. 333-36555), filed on
September 26, 1997.
*** Incorporated by reference to the corresponding exhibit to our
Registration Statement on Form S-4 (File No. 333-68511), filed on
December 8, 1998.
**** Incorporated by reference to the corresponding exhibit to the Esprit
Telecom Group plc Annual Report on Form 20-F for the year ended
September 30, 1998, filed on December 24, 1998.
***** Incorporated by reference to the corresponding exhibit to our Current
Report on Form 8-K, dated April 14, 1999 and filed on April 28, 1999
****** Incorporated by reference to the corresponding exhibit to our Quarterly
Report on Form 10-Q for the three month period ended March 31, 1999,
filed on May 17, 1999
******* Incorporated by reference to the corresponding exhibit to the Global
TeleSystems Europe B V Registration Statement on Form S-4/A (File No.
333-94339), filed on February 2, 2000.
II-8
<PAGE> 10
+ Incorporated by reference to the corresponding exhibit to our Annual
Report on Form 10-K for the year ended December 31, 1997, filed on
March 31, 1998.
++ Incorporated by reference to the corresponding exhibit to our
Registration Statement on Form S-1 (File No. 333-52733), filed on May
14, 1998.
+++ Incorporated by reference to the corresponding exhibit to the Esprit
Telecom Group plc Registration Statement on Form F-4 (File No.
333-9292), filed on August 13, 1998.
++++ Incorporated by reference to the corresponding exhibit to the Global
TeleSystems Group, Inc. Form 8-K, filed on November 30, 1998.
+++++ Incorporated by reference to the corresponding exhibit to the Esprit
Telecom Group plc Registration Statement on Form F-1 (File No.
333-8012), filed on December 10, 1997.
++++++ Incorporated by reference to the corresponding exhibit to our
Amendment No. 1 Registration Statement on Form S-3 (File No.
333-78097), filed on June 3, 1999.
+++++++ Incorporated by reference to Exhibit No. 10 to the Company's Report on
Form 10-Q for the quarter ended March 31, 1999.
++++++++ Incorporated by reference to the correspondingly numbered Exhibit to
the Company's Annual Report on Form 10-K for the year ended December
31, 1999.
ITEM 17. UNDERTAKINGS
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described under "Item
14 -- Indemnification of Directors and Officers" hereof, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the forms of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in
forms of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
The undersigned registrant hereby undertakes to provide to the underwriters
at the closing specified in the underwriting agreements certificates in such
denominations and registered in such names as required by the underwriters to
permit prompt delivery to each purchaser.
II-9
<PAGE> 11
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has duly caused this Amendment to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Arlington, Commonwealth of Virginia, on this 20th day
of March, 2000.
GLOBAL TELESYSTEMS GROUP, INC.
By: /s/ GRIER C. RACLIN
----------------------------------
Name: Greer C. Raclin
Title: Senior Vice President and
General Counsel
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the Registration Statement has been signed below by the following persons in
the capacities indicated on the 20th day of March, 2000.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S> <C>
* Chairman and Chief Executive
- ----------------------------------------------------- Officer (principal executive
H. Brian Thompson officer)
* President and Director
- -----------------------------------------------------
Robert J. Amman
* Executive Vice President-
- ----------------------------------------------------- Corporate Development and Chief
Robert A. Schriesheim Financial Officer (principal
financial and accounting
officer)
* Executive Vice Chairman of the
- ----------------------------------------------------- Board of Directors
Gerald W. Thames
* Vice Chairman of the Board of
- ----------------------------------------------------- Directors
Alan B. Slifka
* Director
- -----------------------------------------------------
David Dey
</TABLE>
II-10
<PAGE> 12
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S> <C>
* Director
- -----------------------------------------------------
Roger Hale
* Director
- -----------------------------------------------------
Bernard McFadden
* Director
- -----------------------------------------------------
Stewart J. Paperin
Director
- -----------------------------------------------------
W. James Peet
* Director
- -----------------------------------------------------
Jean Salmona
Director
- -----------------------------------------------------
Frank V. Sica
* Director
- -----------------------------------------------------
Adam Solomon
* /s/ GRIER C. RACLIN
- -----------------------------------------------------
Attorney-in-Fact
</TABLE>
II-11
<PAGE> 13
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
1.1******* -- Indenture relating to the 10 1/2% Senior Notes due 2006,
dated as of November 24, 1999, between Global TeleSystems
Europe B V and United States Trust Company of New York,
as Trustee
1.2******* -- Indenture relating to the 11% Senior Notes due 2009,
dated as of November 24, 1999, between Global TeleSystems
Europe B V and United States Trust Company of New York,
as Trustee
1.3******* -- Registration Rights Agreement, dated as of November 24,
1999, between Global TeleSystems Europe B V and Initial
Purchasers
2.1*** -- Offer Agreement dated as of December 8, 1998 between the
Registrant and Esprit Telecom Telecom Group plc
2.2*** -- Irrevocable Undertaking by Walter Anderson dated as of
December 8, 1998
2.3*** -- Irrevocable Undertaking by Apax Funds Nominees Limited
dated as of December 8, 1998
2.3(a)*** -- Amendment to the Irrevocable Undertaking by Apax Funds
Nominees Limited dated as of December 8, 1998, dated
December 12, 1998
2.4*** -- Irrevocable Undertaking by Gold & Appel Transfer S.A.
dated as of December 8, 1998
2.5*** -- Irrevocable Undertaking by Warburg, Pincus Ventures, L.P.
dated as of December 8, 1998
2.6*** -- Irrevocable Undertaking by Sir Robin Biggam dated as of
December 8, 1998
2.7*** -- Irrevocable Undertaking by John McMonigall dated as of
December 8, 1998
2.8*** -- Irrevocable Undertaking by Roy Merritt dated as of
December 8, 1998
2.9*** -- Irrevocable Undertaking by David Oertle dated as of
December 8, 1998
2.10*** -- Irrevocable Undertaking by Michael Potter dated as of
December 8, 1998
2.11*** -- Irrevocable Undertaking by Dominic Shorthouse dated as of
December 8, 1998
3.1** -- Certificate of Incorporation of SFMT, Inc.
3.2** -- Certificate of Correction to the Certificate of
Incorporation of SFMT, Inc., filed with the Delaware
Secretary of State on October 8, 1993
3.3** -- Certificate of Ownership and Merger Merging San
Francisco/Moscow Teleport, Inc. into SFMT, Inc., filed
with the Delaware Secretary of State on November 3, 1993
3.4** -- Certificate of Amendment to the Certificate of
Incorporation of SFMT, Inc., filed with the Delaware
Secretary of State on January 12, 1995
3.5** -- Certificate of Amendment to the Certificate of
Incorporation of SFMT, Inc., filed with the Delaware
Secretary of State on February 22, 1995
3.6** -- Certificate of Amendment to the Certificate of
Incorporation of Global TeleSystems Group, Inc., filed
with the Delaware Secretary of State on October 16, 1996
3.7** -- By-laws of SFMT, Inc.
3.8** -- Certificate of Amendment to the Certificate of
Incorporation of Global TeleSystems Group, Inc., filed
with the Delaware Secretary of State on December 1, 1997
3.9** -- Form of Amended and Restated By-laws of Global
TeleSystems Group, Inc. (supersedes By-laws of SFMT, Inc.
filed as Exhibit 3.7)
</TABLE>
<PAGE> 14
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
3.10+ -- Certificate of Amendment to the Certificate of
Incorporation of Global TeleSystems Group, Inc. filed
with the Delaware Secretary of State on January 29, 1998
3.11+ -- Certificate of Amendment to the Certificate of
Incorporation of Global TeleSystems Group, Inc. filed
with the Delaware Secretary of State on February 9, 1998.
3.12+ -- Certificate of Designation of the Series A Preferred
Stock of Global TeleSystems Group, Inc.
3.13++++++ -- Certificate of Designation of the 7 1/4% Cumulative
Convertible Preferred Stock of Global TeleSystems Group,
Inc.
3.14++++++++ -- Certificate of Amendment to the Certificate of
Incorporation of Global Telesystems Group, Inc. filed
with the Delaware Secretary of State on June 18, 1999.
4.1** -- Form of Specimen Stock Certificate for Common Stock of
the Registrant
4.2** -- Indenture dated as of July 14, 1997 between Global
TeleSystems Group, Inc. and The Bank of New York
(including the form of Senior Subordinated Convertible
Bond due 2000 as an exhibit thereto)
4.3** -- Registration Rights Agreement, dated as of July 14, 1997,
between Global TeleSystems Group, Inc. and UBS Securities
LLC.
4.4** -- Indenture dated as of August 19, 1997 between Hermes
Europe Railtel B.V. and The Bank of New York (including
the form of 11 1/2% Senior Note due 2007 as an exhibit
thereto)
4.5** -- Registration Rights Agreement dated as of August 19, 1997
between Hermes Europe Railtel B.V. and Donaldson, Lufkin
& Jenrette Securities Corporation, UBS Securities LLC,
and Lehman Brothers, Inc.
4.6** -- Form of Rights Agreement between Global TeleSystems
Group, Inc. and The Bank of New York, as Rights Agent
4.7+ -- Indenture dated as of February 10, 1998 between Global
TeleSystems Group, Inc. and The Bank of New York
(including the form of 9 7/8% Senior Notes due 2005 as an
exhibit thereto)
4.8++ -- Indenture dated as of July 8, 1998 between Global
TeleSystems Group, Inc. and The Bank of New York relating
to the Company's 5 3/4% Convertible Senior Debentures due
2010
4.9*** -- Registration Rights Agreement dated as of December 8,
1998 by and among the Registrant, Apax Funds Nominees
Limited and Warburg, Pincus Ventures, L.P.
4.10***** -- Registration Rights Agreement dated as of April 23, 1999
by and among Global TeleSystems Group, Inc., and Merrill
Lynch, Pierce, Fenner & Smith Incorporated, Donaldson
Lufkin & Jenrette Securities Corporation, Bear, Stearns &
Co. Inc., BT Alex. Brown Incorporated and Lehman Brothers
Inc.
5.1# -- Opinion of Arnold Y. Dean, Deputy General Counsel of the
Registrant respecting the Securities registered hereby.
10.1** -- Senior Note Purchase Agreement, dated as of January 19,
1996, among Global TeleSystems Group, Inc., The Open
Society Institute and Chatterjee Fund Management, L.P.
10.1(a)** -- Amendment to Senior Note Purchase Agreement dated January
19, 1996 among Global TeleSystems Group, Inc., The Open
Society Institute and Chatterjee Fund Management, L.P.,
dated June 6, 1996
</TABLE>
<PAGE> 15
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
10.1(b)** -- Amendment to Senior Note Purchase Agreement dated January
19, 1996 among Global TeleSystems Group, Inc., The Open
Society Institute and Chatterjee Fund Management, L.P.,
dated June 6, 1996
10.1(c)** -- Amendment to Senior Note Purchase Agreement dated January
19, 1996 among Global TeleSystems Group, Inc., The Open
Society Institute and Chatterjee Fund Management, L.P.,
dated July 23, 1996
10.1(d)** -- Amendment to Senior Note Purchase Agreement dated January
19, 1996 among Global TeleSystems Group, Inc., The Open
Society Institute and Chatterjee Fund Management, L.P.,
dated September 16, 1996
10.1(e)** -- Amendment to Senior Note Purchase Agreement dated January
19, 1996 among Global TeleSystems Group, Inc., The Open
Society Institute and Chatterjee Fund Management, L.P.,
dated July 11, 1997
10.1(f)** -- Amendment to Senior Note Purchase Agreement dated January
19, 1996 among Global TeleSystems Group, Inc., The Open
Society Institute and Chatterjee Fund Management, L.P.,
dated July 29, 1997
10.1(g)** -- Amendment to Senior Note Purchase Agreement dated January
19, 1996 among Global TeleSystems Group, Inc., The Open
Society Institute and Chatterjee Fund Management, L.P.,
dated September 29, 1997
10.2** -- Registration Rights Letter Agreement, dated as of January
19, 1996, among Global TeleSystems Group, Inc., The Open
Society Institute and Chatterjee Fund Management, L.P.
10.3** -- Warrant Agreement, dated as of January 19, 1996, among
Global TeleSystems Group, Inc., The Open Society
Institute and Chatterjee Fund Management, L.P.
10.4** -- Joint Venture Letter Agreement, dated January 19, 1996,
among Global TeleSystems Group, Inc., The Open Society
Institute and Chatterjee Fund Management, L.P.
10.5 -- Intentionally Omitted
10.6** -- Registration Rights Letter Agreement, dated June 6, 1996,
among Global TeleSystems Group, Inc., The Open Society
Institute, Winston Partners II LDC and Winston Partners
II LLC
10.7** -- Warrant Agreement, dated as of June 6, 1996, between
Global TeleSystems Group, Inc., The Open Society
Institute, Winston Partners II LDC and Winston Partners
II LLC
10.8** -- Senior Note Purchase Agreement, dated as of February 2,
1996, between Global TeleSystems Group, Inc. and Emerging
Markets Growth Fund, Inc.
10.8(a)** -- Amendment to Senior Note Purchase Agreement, dated as of
February 2, 1996, between Global TeleSystems Group, Inc.
and Emerging Markets Growth Fund, Inc., dated June 6,
1996 (see Exhibit No. 10.1(b))
10.8(b)** -- Amendment to Senior Note Purchase Agreement, dated as of
February 2, 1996, between Global TeleSystems Group, Inc.
and Emerging Markets Growth Fund, Inc., dated June 6,
1996
10.8(c)** -- Amendment to Senior Note Purchase Agreement, dated as of
February 2, 1996, between Global TeleSystems Group, Inc.
and Emerging Markets Growth Fund, Inc., dated July 25,
1996
10.8(d)** -- Amendment to Senior Note Purchase Agreement, dated as of
February 2, 1996, between Global TeleSystems Group, Inc.
and Emerging Markets Growth Fund, Inc., dated September
10, 1996
</TABLE>
<PAGE> 16
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
10.8(e)** -- Amendment to Senior Note Purchase Agreement, dated as of
February 2, 1996, between Global TeleSystems Group, Inc.
and Emerging Markets Growth Fund, Inc., dated September
16, 1996
10.8(f)** -- Amendment to Senior Note Purchase Agreement, dated as of
February 2, 1996, between Global TeleSystems Group, Inc.
and Emerging Markets Growth Fund, Inc., dated December
30, 1996
10.8(g)** -- Amendment to Senior Note Purchase Agreement, dated as of
February 2, 1996, between Global TeleSystems Group, Inc.
and Emerging Markets Growth Fund, Inc., dated May 13,
1997
10.8(h)** -- Amendment to Senior Note Purchase Agreement, dated as of
February 2, 1996, between Global TeleSystems Group, Inc.
and Emerging Markets Growth Fund, Inc., dated June 20,
1997
10.8(i)** -- Amendment to Senior Note Purchase Agreement, dated as of
February 2, 1996, between Global TeleSystems Group, Inc.
and Emerging Markets Growth Fund, Inc., dated July 11,
1997
10.8(j)** -- Amendment to Senior Note Purchase Agreement, dated as of
February 2, 1996, between Global TeleSystems Group, Inc.
and Emerging Markets Growth Fund, Inc., dated July 21,
1997
10.8(k)** -- Amendment to Senior Note Purchase Agreement, dated as of
February 2, 1996, between Global TeleSystems Group, Inc.
and Emerging Markets Growth Fund, Inc., dated August 14,
1997
10.8(l)** -- Amendment to Senior Note Purchase Agreement, dated as of
February 2, 1996, between Global TeleSystems Group, Inc.
and Emerging Markets Growth Fund, Inc., dated September
29, 1997
10.9** -- Registration Rights Letter Agreement, dated as February
2, 1996, between Global TeleSystems Group, Inc. and
Emerging Markets Growth Fund, Inc.
10.10** -- Warrant Agreement, dated as of February 2, 1996, between
Global TeleSystems Group, Inc. and Emerging Markets
Growth Fund, Inc.
10.11 -- Intentionally Omitted
10.12** -- Registration Rights Letter Agreement, dated as February
2, 1996, between Global TeleSystems Group, Inc. and
Capital International Emerging Markets Funds
10.13** -- Warrant Agreement, dated as of February 2, 1996, between
Global TeleSystems Group, Inc. and Capital International
Emerging Markets Funds
10.14+ -- Restated and Amended Global TeleSystems Group, Inc.
Non-Employee Directors' Stock Option Plan
10.15+ -- Restated and Amended GTS-Hermes, Inc. 1994 Stock Option
Plan
10.16** -- Restricted Stock Grant letter, dated as of January 1,
1995
10.17+++++++ -- Employment Agreement dated as of April 1, 1999 between
the Company and H. Brian Thompson
10.18++++++++ -- Employment Agreement dated as of March 22, 1999 between
the Company and Robert Amman
10.19++++++++ -- Employment Agreement dated as of January 3, 1995 between
the Company and Gerard Caccappolo
10.20++++++++ -- Employment Agreement dated as of July 1, 1998 between
Esprit Telecom and Hans Peter Kohlhammer
10.21++++++++ -- Employment Agreement dated as of February 22, 1999
between the Company and Robert Schriesheim
</TABLE>
<PAGE> 17
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
10.22** -- SFMT, Inc. Equity Compensation Plan
10.23** -- Form of Non-Statutory Stock Option Agreement
10.24+ -- Third Amended and Restated 1992 Stock Option Plan of
Global TeleSystems Group Inc. dated as of September 25,
1997
10.25** -- GTS-Hermes 1994 Stock Option Grant, Non-Qualified Stock
Option Grant
10.26** -- Agreement on the Creation and Functions of the Joint
Venture of EDN Sovintel, dated June 18, 1990
10.27** -- Stock Purchase Agreement among Global TeleSystems Group,
Inc, Kompaniya "Invest-Project," Swinton Limited, GTS-Vox
Limited, and MTU-Inform, dated September 6, 1995
10.28** -- Certificate of Registration of Revised and Amended
Foundation Document in the State Registration of
Commercial Organizations, dated May 30, 1996
10.29** -- Agreement on the Creation and Functions of the Joint
Venture Sovam Teleport, dated May 26, 1992
10.30** -- Amended and Restated Joint Venture Agreement between GTS
Cellular, Tricor B.V., Gerard Essing, Ivan Laska, and
Erik Jennes, dated July 6, 1995
10.31** -- Amended and Restated Shareholders' Agreement between HIT
Rail B.V., GTS-Hermes, Inc., Nationale Maatschappij Der
Belgische Spoorwegen, Teleport B.V., AB Swed Carrier, and
Hermes Europe Railtel B.V., dated July, 1997
10.31(a)** -- Shareholders' Agreement among the Hermes Europe Railtel,
B.V., GTS-Hermes Inc., HIT Rail B.V., SNCB/NMBS and AB
Swed Carrier (incorporated by reference to Exhibit 10.1
to the Hermes Europe Railtel B.V.'s Registration
Statement on Form S-4 (File No. 333-37719) filed on
December 11, 1997) (supersedes the Amended and Restated
Shareholders' Agreement incorporated by reference as
Exhibit 10.31 to this Registration Statement)
10.32** -- Company Agreement between The Societe National de
Financement, GTS S.A.M. and The Principality of Monaco,
dated September 27, 1995
10.33** -- Joint Venture Agreement between SFMT-Hungaro Inc. and
Montana Holding Vagyonkezelo Kft., dated December 23,
1993
10.34** -- Joint Venture and Shareholders' Agreement among Gerard
Aircraft Sales and Leasing Company, SFMT-Hungaro Inc.,
and Microsystem Telecom Rt., dated August 5, 1994
10.35** -- Agreement on the Establishment of Limited Liability
Company between SFMT-Czech, Inc. and B&H s.r.o., dated
July 12, 1994
10.36** -- Formation of the Equity Joint Venture between GTS and
SSTIC, dated April 12, 1995
10.37** -- Contract to Establish the Sino-foreign Cooperative Joint
Venture Beijing Tianmu Satellite Communications
Technology Co., Ltd, amended, by and between China
International Travel Service Telecom Co., Ltd. and
American China Investment Corporation, dated March 27,
1996
10.38** -- Joint Venture Contract between GTS TransPacific Ventures
Limited and Shanghai Intelligence Engineering, Inc.,
dated March 28, 1996
10.39** -- Agreement between Global TeleSystems Group, Inc. and
Cesia S.A., dated June 21, 1997
10.40** -- Consulting Agreement between SFMT, Inc. and Alan B.
Slifka, dated March 1, 1994
10.41** -- Consulting Agreement between Global TeleSystems Group,
Inc. and Bernard J. McFadden, dated August 15, 1996
</TABLE>
<PAGE> 18
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
10.42** -- Consulting Agreement between CESIA S.A. and Hermes Europe
Railtel B.V., dated June 20, 1997
10.43++ -- Master Agreement, dated June , 1998 between Ebone
Holding Association, Ebone A/S, Hermes Europe Railtel
Holdings B.V. and Hermes Europe Railtel (Ireland) Limited
10.44+++ -- Plusnet Acquisition Agreement between Esprit Telecom
Group plc and Plusnet Gesellschaft fur Netzwerk Services
GmbH
10.45**** -- Press Announcement of Esprit Telecom Group plc, dated
December 8, 1998, announcing the signing of a definitive
offer agreement with Global TeleSystems Group, Inc.
10.46++++ -- Form of Undertaking of shareholders of NetSource ASA made
in connection with the acquisition of NetSource ASA by
Global TeleSystems Group, Inc.
10.47++++ -- Form of Amendment Agreement to the Undertaking of
shareholders of NetSource ASA made in connection with the
acquisition of NetSource ASA by Global TeleSystems Group,
Inc.
10.48++++ -- Form of Waiver Agreement in made connection with the
acquisition of NetSource ASA by Global TeleSystems Group,
Inc.
10.49++++ -- Form of Waiver Agreement with certain shareholders of
NetSource ASA made in connection with the acquisition of
NetSource ASA by Global TeleSystems Group, Inc.
10.50+++++ -- Indenture dated as of December 18, 1997 between Esprit
Telecom Group plc, as Issuer, and The Bank of New York,
as Trustee, Registrar and Paying Agent, relating to the
Esprit Telecom Group plc 11 1/2% Dollar Senior Notes due
2007 and 11 1/2% DM Senior Notes due 2007
10.51+++ -- Indenture dated as of June 24, 1998 between Esprit
Telecom Group plc, as Issuer, and The Bank of New York,
as Trustee, Registrar and Paying Agent, relating to the
Esprit Telecom Group plc 10 7/8% Dollar Senior Notes due
2008 and 11% DM Senior Notes due 2008
10.52*** -- Supplemental Indenture, dated December 23, 1998 of
$230,000,000 11 1/2% Senior Notes due 2007, supplementing
the indenture dated as of December 18, 1997, between
Esprit Telecom Group plc, as issuer, and The Bank of New
York, as Trustee, Registrar and Paying Agent
10.53*** -- Supplemental Indenture, dated December 23, 1998 of DM
125,000,000 11 1/2% Senior Notes due 2007, supplementing
the indenture dated as of December 18, 1997, between
Esprit Telecom Group plc, as issuer, and The Bank of New
York, as Trustee, Registrar and Paying Agent
10.54*** -- Supplemental Indenture, dated December 23, 1998 of DM
150,000,000 11% Senior Notes due 2008, supplementing the
indenture dated as of June 24, 1998, between Esprit
Telecom Group plc, as issuer and The Bank of New York, as
Trustee, Registrar and Paying Agent
10.55*** -- Supplemental Indenture, dated December 23, 1998 of
$150,000,000 10 7/8% Senior Notes due 2008, supplementing
the indenture dated as of June 24, 1998, between Esprit
Telecom Group plc, as issuer, and The Bank of New York,
as Trustee, Registrar and Paying Agent
</TABLE>
<PAGE> 19
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
10.56***** -- Purchase Agreement dated as of April 19, 1999 by and
among Global TeleSystems Group, Inc., and Apax Funds
Nominees Limited and Warburg, Pincus Ventures, L.P. and
Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner &
Smith Incorporated, Donaldson, Lufkin & Jenrette
Securities Corporation, Bear, Stearns & Co. Inc.,
Dresdner Kleinwort Benson North American LLC, BT Alex.
Brown Incorporated, Lehman Brothers Inc., Prudential
Securities Incorporated, ING Baring Furman Selz LLC,
BancBoston Robertson Stephens Inc., CIBC Oppenheimer
Corp., ABN AMRO Incorporated, Arnhold and S.
Bleichroeder, Inc. and Credit Suisse First Boston
Corporation.
10.57***** -- Purchase Agreement dated as of April 19, 1999 by and
among Global TeleSystems Group, Inc. and Merrill Lynch &
Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Donaldson, Lufkin & Jenrette Securities Corporation,
Bear, Stearns & Co., Inc., BT Alex. Brown Incorporated,
and Lehman Brothers Inc.
10.58***** -- Agreement for the transfer of Omnicom Shares dated as of
April 14, 1999 by and among Alain Nicolazzi, Florent
Martenne-Duplan, Philippe Ait Yahia and various other
Omnicom shareholders and Esprit Telecom Holdings, Limited
and Global TeleSystems Group, Inc.
12.1++++++ -- Statement Re: Computation of Deficiency of Earnings
Available to Cover Fixed Charges
21.1++++++++ -- List of Subsidiaries of the Registrant
23.1# -- Consent of Ernst & Young LLP, Independent Auditors
23.2## -- Consent of PricewaterhouseCoopers, Independent
Accountants
23.3### -- Consent of Arnold Y. Dean, Deputy General Counsel of the
Registrant (included in his opinion delivered under
Exhibit No. 5.1)
24.1### -- Powers of Attorney
27.1++++++++ -- Financial Data Schedule extracted from our December 31,
1999 financial statements
</TABLE>
- ---------------
# Filed herewith.
## To be filed by amendment.
### Previously filed.
* Incorporated by reference to the corresponding exhibit to our Annual
Report on Form 10-K for the year ended December 31, 1998, filed on March
23, 1999.
** Incorporated by reference to the corresponding exhibit to our
Registration Statement on Form S-1 (File No. 333-36555), filed on
September 26, 1997.
*** Incorporated by reference to the corresponding exhibit to our
Registration Statement on Form S-4 (File No. 333-68511), filed on
December 8, 1998.
**** Incorporated by reference to the corresponding exhibit to the Esprit
Telecom Group plc Annual Report on Form 20-F for the year ended
September 30, 1998, filed on December 24, 1998.
***** Incorporated by reference to the corresponding exhibit to our Current
Report on Form 8-K, dated April 14, 1999 and filed on April 28, 1999
****** Incorporated by reference to the corresponding exhibit to our Quarterly
Report on Form 10-Q for the three month period ended March 31, 1999,
filed on May 17, 1999
******* Incorporated by reference to the corresponding exhibit to the Global
TeleSystems Europe B V Registration Statement on Form S-4/A (File No.
333-94339), filed on February 2, 2000.
+ Incorporated by reference to the corresponding exhibit to our Annual
Report on Form 10-K for the year ended December 31, 1997, filed on
March 31, 1998.
++ Incorporated by reference to the corresponding exhibit to our
Registration Statement on Form S-1 (File No. 333-52733), filed on May
14, 1998.
<PAGE> 20
+++ Incorporated by reference to the corresponding exhibit to the Esprit
Telecom Group plc Registration Statement on Form F-4 (File No.
333-9292), filed on August 13, 1998.
++++ Incorporated by reference to the corresponding exhibit to the Global
TeleSystems Group, Inc. Form 8-K, filed on November 30, 1998.
+++++ Incorporated by reference to the corresponding exhibit to the Esprit
Telecom Group plc Registration Statement on Form F-1 (File No.
333-8012), filed on December 10, 1997.
++++++ Incorporated by reference to the corresponding exhibit to our
Amendment No. 1 Registration Statement on Form S-3 (File No.
333-78097), filed on June 3, 1999.
+++++++ Incorporated by reference to Exhibit No. 10 to the Company's Report on
Form 10-Q for the quarter ended March 31, 1999.
++++++++ Incorporated by reference to the correspondingly numbered Exhibit to
the Company's Annual Report on Form 10-K for the year ended December
31, 1999.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3 No. 333-32760) and related Prospectus of
Global TeleSystems Group, Inc. for the registration of 3,700,857 shares of
its common stock and to the incorporation by reference therein of our report
dated February 4, 2000, with respect to the consolidated financial statements
and schedule of Global TeleSystems Group, Inc. included in its Annual Report
(Form 10-K) for the year ended December 31, 1999, filed with the Securities
and Exchange Commission.
/s/ Ernst & Young LLP
McLean, Virginia
March 20, 2000
