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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
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 (the
"Securities Act") 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
Item 9. Sales of Equity Securities Pursuant to Regulation S
In connection with the acquisition of NetSource discussed in Item 2 of this
report, on November 30, 1998, the Company issued 3,737,407 shares of its common
stock, par value $.10 ("Common Shares"), to holders of NetSource stock who
accepted, as of October 30, 1998, the Company's offer to purchase the NetSource
stock owned by such holders. The Company received the NetSource shares tendered
as consideration for the Common Shares. No underwriters were involved in the
issuance of the Common Shares. The Company issued the Common Shares pursuant to
Rule 903 under the Securities Act of 1933 and the Company's offer was made
exclusively to non US persons, within the meaning of Rule 902 under the
Securities Act, not in the United States. The Company extended its offer to
purchase the NetSource stock to December 15, 1998 and, consequently, additional
shares of the Company's common stock will be issued pursuant to this
transaction. That additional issuance also will be effected in accordance with
Rule 903 of the Securities Act and will be disclosed in a subsequent filing
with the SEC.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this amendment to the report to be signed on its
behalf by the undersigned hereunto duly authorized.
Global TeleSystems Group, Inc.
(Registrant)
Date: December 16, 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
* Previously filed