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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
November 30, 1998
Date of Report (Date of earliest event reported)
Global TeleSystems Group, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-23717 94-3068423
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
1751 Pinnacle Drive
North Tower, 12th Floor
McLean, VA 22102 22102
(Address of principal executive offices) (Zip Code)
(703) 918-4500
(Registrant's telephone number, including area code)
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Item 2. Acquisition or Disposition of Assets
On November 30, 1998, Global TeleSystems Group, Inc. (the "Company")
acquired more than 93% of the outstanding capital stock of NetSource Europe ASA,
a limited liability company organized under the laws of Norway ("NetSource"),
for aggregate consideration consisting of up to 4,037,500 shares of the
Company's common stock and $46.1 million in cash. The cash consideration was
paid out of the Company's available cash. Each holder of NetSource stock that
accepted the Company's offer to acquire the holder's shares received 0.141003
shares of the Company's common stock and US$1.6099257 for each share of
NetSource stock. The shares of Company common stock received by NetSource's
shareholders are not registered under the Securities Act of 1933 and may not be
sold in the United States absent registration or an applicable exemption from
registration requirements. GTS has agreed, however, to register as soon as
reasonably practicable the shares of Company common stock that will be offered
as consideration to the NetSource shareholders.
In addition, the Company has agreed to make additional "earn out"
payments of up to $35 million in either cash or Company common stock, contingent
on NetSource's achieving certain quarterly performance targets during the
quarters ended March 31 and June 30, 1999.
NetSource is a pan-European telecommunications services company with
executive offices in Birmingham, England and sales and operating offices in
seven countries across Europe.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements.
Financial statements of NetSource Europe ASA are not available
at the date hereof and shall be filed with the Securities and
Exchange Commission ("SEC") by February 15, 1999.
(b) Pro Forma Financial Statements.
Pro forma financial statements are not available at the date
hereof and shall be filed with the SEC by February 15, 1999.
(c) Exhibits
Designation Description
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2.1 Form of Shareholder's Undertaking
2.2 Form of Amendment Agreement to
Shareholder's Undertaking
2.3 Form of Waiver Agreement
2.4 Form of Waiver Agreement with certain
Shareholders
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Global TeleSystems Group, Inc.
(Registrant)
Date: December 15, 1998 /s/ Alan Krenek
Vice President -
Corporate Accounting
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EXHIBIT INDEX
Designation Description
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2.1 Form of Shareholder's Undertaking
2.2 Form of Amendment Agreement to
Shareholder's Undertaking
2.3 Form of Waiver Agreement
2.4 Form of Waiver Agreement with certain
Shareholders