-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FDKZIr2weiVWWVlszOXbs40vNtQowEmAiWN/veBY4Htvw4G9AiXMKsnmtjg/0L+H OeoQ59cBBTtSNXy+o+mT/A== 0000914121-99-000605.txt : 19990625 0000914121-99-000605.hdr.sgml : 19990625 ACCESSION NUMBER: 0000914121-99-000605 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990624 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GLOBAL CROSSING LTD CENTRAL INDEX KEY: 0001061322 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 980189783 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-55643 FILM NUMBER: 99651152 BUSINESS ADDRESS: STREET 1: WESSEX HOUSE 45 REID STREET STREET 2: HAMILTON 11M12 CITY: BERMUDA BUSINESS PHONE: 4412968600 MAIL ADDRESS: STREET 1: WESSEX HOUSE 45 REID STREET STREET 2: HAMILTON 11M12 CITY: BERMUDA FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: U S WEST INC /DE/ CENTRAL INDEX KEY: 0001054522 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 840953188 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 1801 CALIFORNIA STREET STREET 2: SUITE 390 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 3036722700 MAIL ADDRESS: STREET 1: 1801 CALIFORNIA STREET STREET 2: SUITE 390 CITY: DENVER STATE: CO ZIP: 80202 FORMER COMPANY: FORMER CONFORMED NAME: USW-C INC DATE OF NAME CHANGE: 19980204 SC 14D1/A 1 AMENDMENT NO. 7 TO SCHEDULE 14D-1 AND SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------- Amendment No. 7 to SCHEDULE 14D-1 Tender Offer Statement Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934 and SCHEDULE 13D Under the Securities Exchange Act of 1934 ---------------- Global Crossing Ltd. (Name of Subject Company) U S WEST, Inc. (Bidder) Common Stock, $.01 Par Value (Titles of Class of Securities) CUSIP: G3921A100 (CUSIP Number of Class of Securities) (Common Stock) U S WEST, Inc. 1801 California Street Denver, CO 80202 (303) 672-2700 (Name, address and telephone number of person authorized to receive notices and communications on behalf of bidder) Copies to: Dennis J. Block, Esq. Cadwalader, Wickersham & Taft 100 Maiden Lane New York, New York 10038 (212) 504-6000 Thomas O. McGimpsey, Esq. U S WEST, Inc. 1801 California Street Suite 5100 Denver, CO 80202 (303) 672-2712 U S WEST, Inc. hereby amends and supplements its Schedule 14D-1 and 13D originally filed on May 21, 1999 (the "Original Filing"), as amended by its Schedule 14D-1 and 13D, Amendment No. 1, filed on May 24, 1999, Amendment No. 2, filed on June 8, 1999, Amendment No. 3, filed on June 11, 1999, Amendment No. 4, filed on June 18, 1999, Amendment No. 5, filed on June 18, 1999 and Amendment No. 6, filed on June 21, 1999 (together with the Original Filing, the "Statement") with respect to the Offer by U S WEST, Inc. to purchase 39,259,305 shares of Common Stock of Global Crossing Ltd., as set forth in the Statement. Capitalized terms used herein and not otherwise defined shall have the meaning assigned such terms in the Statement. Item 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY. The information set forth in the press release dated June 22, 1999, which press release is attached hereto as Exhibit (a)(1), is incorporated by reference herein. Item 10. ADDITIONAL INFORMATION. The information set forth in the press release dated June 22, 1999, which press release is attached hereto as Exhibit (a)(1), is incorporated by reference herein. Item 11. Material to be Filed as Exhibits. Item 11 is hereby amended by the addition of the following exhibits: (a)(1) Press release issued by U S WEST, Inc., dated June 22, 1999. SIGNATURE After due inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: June 24, 1999 U S WEST, Inc. By: /s/ Thomas O. McGimpsey --------------------------------- Name: Thomas O. McGimpsey Title: Assistant Secretary and Senior Attorney EXHIBIT INDEX (a)(1) Press release issued by U S WEST, Inc., dated June 22, 1999. EX-99.(A)(1) 2 PRESS RELEASE ISSUED BY U S WEST, INC. Exhibit (a)(1) June 22, 1999 - U S WEST REVISES GLOBAL CROSSING TENDER OFFER RESULTS - DENVER -- U S WEST, Inc. (NYSE: USW) announced it has revised the number of shares tendered in its tender offer for 39,259,305 shares of Global Crossing Ltd. (Nasdaq: GBLX). The revised number of shares tendered is 220,370,572, a reduction of 20,037,585 from its previously announced total of 240,408,157 shares. The revisions resulted from a clerical error by one of the tendering shareholders. The new total of tendered shares will result in a tender of 181,111,267 shares more than the number of shares which U S WEST offered to purchase pursuant to the tender offer. U S WEST anticipates completing the proration process in several days for determining which shares will be accepted for payment. U S WEST (NYSE: USW) provides a full range of telecommunications services -- including wireline, wireless PCS, data networking, directory and information services -- to more than 25 million customers nationally and in 14 western and midwestern states. More information about U S WEST can be found on the Internet at http://www.uswest.com. Safe Harbor Statement: This document contains statements about expected future events and financial results that are forward-looking and subject to risks and uncertainties. For these statements, we claim the safe harbor for "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Factors that could cause actual results to differ from expectations include: (i) greater than anticipated competition from new entrants into the local exchange, intraLATA toll, wireless, data and directories markets, causing loss of customers and increased price competition; (ii) changes in demand for U S WEST's products and services, including optional custom calling features; (iii) higher than anticipated employee levels, capital expenditures and operating expenses (such as costs associated with interconnection and year 2000 remediation); (iv) the loss of significant customers; (v) pending and future state and federal regulatory changes affecting the telecommunciations industry, including changes that could have an impact on the competitive environment in the local exchange market; (vi) a change in economic conditions in the various markets served by U S WEST's operations; (vii) higher than anticipated start-up costs associated with new business opportunities; (viii) delays in U S WEST's ability to begin offering interLATA long-distance services; (ix) consumer acceptance of broadband services, including telephony, data and wireless services; and (x) delays in the development of anticipated technologies, or the failure of such technologies to perform according to expectations. These cautionary statements by U S WEST should not be construed as exhaustive or as any admission regarding the adequacy of disclosures made by U S WEST. U S WEST cannot always predict or determine after the fact what factors would cause actual results to differ materially from those indicated by the forward-looking statements or other statements. In addition, readers are urged to consider statements that include the terms "believes", "belief", "expects", "plans", "objectives", "anticipates", "intends", "targets", or the like to be uncertain and forward-looking. All cautionary statements should be read as being applicable to all forward-looking statements wherever they appear. U S WEST does not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Further information: Larry Thede, 303-896-3550; Martha Daniele Paine, 303-896-5706; Kent Evans, 303-896-3096. -----END PRIVACY-ENHANCED MESSAGE-----