SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d- 1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 1)*
GLOBAL TELESYSTEMS GROUP, INC.
_______________________________
(Name of Issuer)
Common Stock, $0.10 Par Value
_______________________________
(Title of Class of Securities)
37936U104
______________
(CUSIP Number)
December 31, 1999
_____________________________________
(Date of Event which Requires Filing
of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Continued on following page(s)
Page 1 of 17 Pages
<PAGE>
SCHEDULE 13G
CUSIP No. 37936U104 Page 2 of 17 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
George Soros (in the capacity described herein)
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 11,998,094
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 11,998,094
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
11,998,094
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[X]
11 Percent of Class Represented By Amount in Row (9)
6.42%
12 Type of Reporting Person*
IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 37936U104 Page 3 of 17 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Dr. Purnendu Chatterjee (in the capacity described herein)
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 2,546,374
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 2,546,374
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
2,546,374
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[X]
11 Percent of Class Represented By Amount in Row (9)
1.40%
12 Type of Reporting Person*
IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 37936U104 Page 4 of 17 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Chatterjee Advisors LLC
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 1,551,524
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 1,551,524
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,551,524
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[X]
11 Percent of Class Represented By Amount in Row (9)
0.86%
12 Type of Reporting Person*
OO; IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 37936U104 Page 5 of 17 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Chatterjee Management Company
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 1,551,524
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 1,551,524
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,551,524
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[X]
11 Percent of Class Represented By Amount in Row (9)
0.86%
12 Type of Reporting Person*
CO; IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 37936U104 Page 6 of 17 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Winston Partners II LLC
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 582,760
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 582,760
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
582,760
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[X]
11 Percent of Class Represented By Amount in Row (9)
0.32%
12 Type of Reporting Person*
OO; IV
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 37936U104 Page 7 of 17 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Winston Partners II LDC
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
CAYMAN ISLANDS
5 Sole Voting Power
Number of 968,764
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 968,764
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
968,764
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[X]
11 Percent of Class Represented By Amount in Row (9)
0.54%
12 Type of Reporting Person*
OO; IV
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 37936U104 Page 8 of 17 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Chatterjee Fund Management, L.P.
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 994,850
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 994,850
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
994,850
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[X]
11 Percent of Class Represented By Amount in Row (9)
0.55%
12 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 9 of 17 Pages
Item 1(a) Name of Issuer:
Global TeleSystems Group, Inc. (the "Issuer").
Item 1(b) Address of the Issuer's Principal Executive Offices:
1751 Pinnacle Drive, North Tower, 12th Floor, McLean, VA
22102.
Item 2(a) Name of Person Filing:
This statement is filed on behalf of each of the following
persons (collectively, the "Reporting Person"):
i) Mr. George Soros ("Mr. Soros");
ii) Dr. Purnendu Chatterjee ("Dr. Chatterjee");
iii) Chatterjee Advisors LLC ("Chatterjee Advisors");
iv) Chatterjee Management Company ("Chatterjee Management");
v) Winston Partners II LLC ("Winston LLC");
vi) Winston Partners II LDC ("Winston LDC"); and
vii) Chatterjee Fund Management, L.P. ("CFM").
This statement relates to Shares (as defined herein) held for
the accounts of: (i) Open Society Institute, a New York trust ("OSI"); (ii)
Soros Foundation-Hungary, a New York corporation ("Soros Hungary"); (iii) Soros
Charitable Foundation, a New York trust ("SCF"); and (iv) Soros Humanitarian
Foundation, a New York trust ("Soros Humanitarian"). Mr. Soros serves as a
trustee of each of OSI, SCF and Soros Humanitarian, and as a director of Soros
Hungary (collectively, the "Foundations").
This Statement also relates to Shares held for the accounts of
Winston LDC and Winston LLC. Chatterjee Advisors, a Delaware limited liability
company that is managed and controlled by Dr. Chatterjee, serves as the manager,
and is responsible for supervising the operations of each of Winston LDC and
Winston LLC. Chatterjee Advisors is also a shareholder of Winston LDC and
Winston LLC.
Chatterjee Management, a Delaware corporation that is managed
and controlled by Dr. Chatterjee, serves as investment advisor to each of
Winston LDC and Winston LLC pursuant to investment management contracts between
Chatterjee Management, Chatterjee Advisors and each of Winston LDC and Winston
LLC.
Chatterjee Advisors, as the manager of each of Winston LDC and
Winston LLC, and by reason of its ability as manager to terminate the
contractual relationship of Winston LDC and Winston LLC with Chatterjee
Management within 60 days, and Chatterjee Management, by reason of its voting
and dispositive power
<PAGE>
Page 10 of 17 Pages
over securities held for the accounts of Winston LDC and Winston LLC, may each
be deemed to be the beneficial owner of securities (including the Shares) held
for the account of each of Winston LDC and Winston LLC.
This Statement also relates to Shares held for the account of
CFM. CFM is a Delaware limited partnership. Dr. Chatterjee is the sole general
partner of CFM.
Item 2(b) Address of Principal Business Office or, if None, Residence:
The address of the principal business office of Mr. Soros is
888 Seventh Avenue, 33rd Floor, New York, NY 10106.
The address of the principal business office of each of Dr.
Chatterjee, Chatterjee Advisors, Chatterjee Management, Winston LLC, and CFM is
888 Seventh Avenue, 30th Floor, New York, NY 10106.
The address of the principal business office of Winston LDC is
Kaya Flamboyan 9, Willemstad, Curacao, Netherlands Antilles.
Item 2(c) Citizenship:
i) Mr. Soros is a citizen of the United States;
ii) Dr. Chatterjee is a citizen of the United States;
iii) Chatterjee Advisors is a Delaware limited liability
company;
iv) Chatterjee Management is a Delaware corporation;
v) Winston LLC is a Delaware limited liability company;
vi) Winston LDC is a Cayman Islands exempted limited duration
company; and
vii) CFM is a Delaware limited partnership.
Item 2(d) Title of Class of Securities:
Common Stock, $0.10 par value (the "Shares")
Item 2(e) CUSIP Number:
37936U104
<PAGE>
Page 11 of 17 Pages
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b), check whether the person filing is a:
This Item 3 is not applicable.
Item 4. Ownership:
Item 4(a) Amount Beneficially Owned:
As of December 31, 1999, the number of Shares which may be
deemed to have been beneficially owned by each of the Reporting Persons was as
follows:
1) Mr. Soros may be deemed to have been the beneficial
owner of 11,998,094 Shares. This number consists of
(a) 8,660,562 Shares (including 6,666,666 Shares
subject to immediately exercisable warrants) held for
the account of OSI, (b) 1,948,398 Shares held for the
account of Soros Hungary, (c) 1,313,698 Shares held
for the account of SCF, and (d) 75,436 Shares held
for the account of Soros Humanitarian.
2) Dr. Chatterjee may be deemed to have been the
beneficial owner of 2,546,374 Shares. This number
consists of (a) 582,760 Shares (including 370,368
Shares subject to immediately exercisable warrants)
held for the account of Winston LLC, (b) 968,764
Shares (including 740,742 Shares subject to
immediately exercisable warrants) held for the
account of Winston LDC, and (c) 994,850 Shares held
for the account of CFM.
3) Chatterjee Advisors may be deemed to have been the
beneficial owner of 1,551,524 Shares. This number
consists of (a) 582,760 Shares (including 370,368
Shares subject to immediately exercisable warrants)
held for the account of Winston LLC and (b) 968,764
Shares (including 740,742 Shares subject to
immediately exercisable warrants) held for the
account of Winston LDC.
4) Chatterjee Management may be deemed to have been the
beneficial owner of 1,551,524 Shares. This number
consists of (a) 582,760 Shares (including 370,368
Shares subject to immediately exercisable warrants)
held for the account of Winston LLC and (b) 968,764
Shares (including 740,742 Shares subject to
immediately exercisable warrants) held for the
account of Winston LDC.
5) Winston LLC may be deemed to have been the beneficial
owner of the 582,760 Shares (including 370,368 Shares
subject to immediately exercisable warrants) held for
its account.
6) Winston LDC may be deemed to have been the beneficial
owner of the 968,764 Shares (including 740,742 Shares
subject to immediately exercisable warrants) held for
its account.
7) CFM may be deemed to have been the beneficial owner
of the 994,850 Shares assuming the exercise of
994,850 immediately exercisable warrants held for its
own account
<PAGE>
Page 12 of 17 Pages
Item 4(b) Percent of Class:
(i) The number of Shares of which Mr. Soros may be deemed
to have been the beneficial owner constitutes
approximately 6.42% of the total number of Shares
outstanding (assuming the exercise of 6,666,666
warrants held for the account of OSI).
(ii) The number of Shares of which Dr. Chatterjee may be
deemed to have been the beneficial owner constitutes
approximately 1.40% of the total number of Shares
outstanding (assuming the exercise of: 370,368
warrants held for the account of Winston LLC, 740,742
warrants held for the account of Winston LDC and
994,850 warrants held for the account of CFM).
(iii) The number of Shares of which Chatterjee Advisors may
be deemed to have been the beneficial owner
constitutes approximately 0.86% of the total number
of Shares outstanding (assuming the exercise of
370,368 warrants held for the account of Winston LLC
and 740,742 warrants held for the account of Winston
LDC).
(iv) The number of Shares of which Chatterjee Management
may be deemed to have been the beneficial owner
constitutes approximately 0.86% of the total number
of Shares outstanding (assuming the exercise of
370,368 warrants held for the account of Winston LLC
and 740,742 warrants held for the account of Winston
LDC).
(v) The number of Shares of which Winston LLC may be
deemed to have been the beneficial owner constitutes
approximately 0.32% of the total number of Shares
outstanding (assuming the exercise of 370,368
warrants held for its own account).
(vi) The number of Shares of which Winston LDC may be
deemed to have been the beneficial owner constitutes
approximately 0.54% of the total number of Shares
outstanding (assuming the exercise of 740,742
warrants held for its own account).
(vii) The number of Shares of which CFM may be deemed to
have been the beneficial owner constitutes
approximately 0.55% of the total number of Shares
outstanding (assuming the exercise of 994,850
warrants held for its own account).
<PAGE>
Page 13 of 17 Pages
Item 4(c) Number of shares as to which such person had:
Mr. Soros
---------
(i) Sole power to vote or to direct the vote: 11,998,094
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 11,998,094
(iv) Shared power to dispose or to direct the disposition of: 0
Dr. Chatterjee
--------------
(i) Sole power to vote or to direct the vote: 2,546,374
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 2,546,374
(iv) Shared power to dispose or to direct the disposition of: 0
Chatterjee Advisors
-------------------
(i) Sole power to vote or to direct the vote: 1,551,524
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 1,551,524
(iv) Shared power to dispose or to direct the disposition of: 0
Chatterjee Management
---------------------
(i) Sole power to vote or to direct the vote: 1,551,524
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 1,551,524
(iv) Shared power to dispose or to direct the disposition of: 0
<PAGE>
Page 14 of 17 Pages
Winston LLC
-----------
(i) Sole power to vote or to direct the vote: 582,760
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 582,760
(iv) Shared power to dispose or to direct the disposition of: 0
Winston LDC
-----------
(i) Sole power to vote or to direct the vote: 968,764
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 968,764
(iv) Shared power to dispose or to direct the disposition of: 0
CFM
---
(i) Sole power to vote or to direct the vote: 994,850
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 994,850
(iv) Shared power to dispose or to direct the disposition of: 0
Item 5. Ownership of Five Percent or Less of a Class:
This Item 5 is not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person:
(i) OSI has the right to participate in the receipt of
dividends from, and proceeds from the sale of, securities,
including the Shares held for its account.
(ii) Soros Hungary has the right to participate in the receipt
of dividends from, and proceeds from the sale of, the Shares
held for its account.
(iii) SCF has the right to participate in the receipt of
dividends from, and proceeds from the sale of, securities,
including the Shares held for its account.
(iv) Soros Humanitarian has the right to participate in the
receipt of dividends from, and proceeds from the sale of,
securities, including the Shares held for its account.
<PAGE>
Page 15 of 17 Pages
(v) The members of Winston LLC have the right to participate
in the receipt of dividends from, and proceeds from the sale
of, securities, including the Shares held by Winston LLC in
accordance with their ownership interests in Winston LLC.
(vi) The shareholders of Winston LDC have the right to
participate in the receipt of dividends from, or proceeds from
the sale of, the Shares held by Winston LDC in accordance with
their ownership interests in Winston LDC.
(vii) Dr. Chatterjee as sole general partner of CFM has sole
right to participate in the receipt of dividends from, or
proceeds from the sale of, the any Shares received upon
conversion of the warrants held for its account.
The inclusion of Shares held for the accounts of OSI, Soros Hungary, SCF and
Soros Humanitarian herein shall not be an admission that Mr. Soros or any of the
Reporting Persons has or may be deemed to have had beneficial ownership of such
Shares. Mr. Soros expressly disclaims beneficial ownership of any Shares held
directly for the accounts of Winston LLC, Winston LDC and CFM. Dr. Chatterjee
expressly disclaims beneficial ownership of any Shares held directly for the
accounts of OSI, Soros Hungary, SCF and Soros Humanitarian. Each of Chatterjee
Advisors and Chatterjee Management expressly disclaims beneficial ownership of
any Shares held directly for the accounts of OSI, Soros Hungary, SCF, Soros
Humanitarian, and CFM. Winston LLC expressly disclaims beneficial ownership of
any Shares held directly for the accounts of OSI, Soros Hungary, SCF, Soros
Humanitarian, Winston LDC and CFM. Winston LDC expressly disclaims beneficial
ownership of any Shares held directly for the accounts of OSI, Soros Hungary,
SCF, Soros Humanitarian, Winston LLC and CFM. CFM expressly disclaims beneficial
ownership of any Shares held directly for the accounts of OSI, Soros Hungary,
SCF, Soros Humanitarian, Winston LLC and Winston LDC.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company:
This Item 7 is not applicable.
Item 8. Identification and Classification of Members of the Group:
This Item 8 is not applicable.
Item 9. Notice of Dissolution of Group:
This Item 9 is not applicable.
Item 10. Certification:
This Item 10 is not applicable.
<PAGE>
Page 16 of 17 pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Date: February 11, 2000 GEORGE SOROS
By: /S/ MICHAEL C. NEUS
-----------------------------------
Michael C. Neus
Attorney-in-Fact
Date: February 11, 2000 PURNENDU CHATTERJEE
By: /S/ PETER HURWITZ
-----------------------------------
Peter Hurwitz
Attorney-in-Fact
Date: February 11, 2000 CHATTERJEE ADVISORS LLC
By: /S/ PETER HURWITZ
-----------------------------------
Peter Hurwitz
Manager
Date: February 11, 2000 CHATTERJEE MANAGEMENT COMPANY
By: /S/ PETER HURWITZ
-----------------------------------
Peter Hurwitz
Vice-President
Date: February 11, 2000 WINSTON PARTNERS II LLC
By: Chatterjee Advisors LLC,
its Manager
By: /S/ PETER HURWITZ
------------------------------
Peter Hurwitz
Manager
<PAGE>
Page 17 of 17 Pages
Date: February 11, 2000 WINSTON PARTNERS II LDC
By: /S/ PETER HURWITZ
-----------------------------------
Peter Hurwitz
Attorney-in-Fact
Date: February 11, 2000 CHATTERJEE FUND MANAGEMENT, L.P.
By: Purnendu Chatterjee,
its General Partner
By: /S/ PETER HURWITZ
------------------------------
Peter Hurwitz
Attorney-in-Fact
