-----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, FeB61nm1EXRcST6gC7c4bvjJTubdPnq8gXs6haWhGLcp/0o/Aq/smmQpOIvHK/Bg TvUgB7oVZBGezLuxGygAWA== 0000950130-99-003264.txt : 19990623 0000950130-99-003264.hdr.sgml : 19990623 ACCESSION NUMBER: 0000950130-99-003264 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990524 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 13D/A SEC ACT: SEC FILE NUMBER: 005-55643 FILM NUMBER: 99633094 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 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: 99633095 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 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. 1 TO SCHEDULE 14D-1 AND SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------- Amendment No. 1 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 (the "Statement") originally filed on May 21, 1999, 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 this Amendment No. 1. Capitalized terms used herein and not otherwise defined shall have the meaning assigned such terms in the Statement. Item 2. Identity and Background Attached as Exhibit (a)(8) to this Amendment No. 1 is Schedule I to the Offer to Purchase, which was included in the Offer to Purchase mailed to holders of the Company's Common Stock but was omitted, due to a technical error, from the original filing of the Statement. Item 11. Material to be Filed as Exhibits Item 11 is hereby amended by the addition of the following exhibit: (a)(8) Schedule I to the Offer to Purchase. 1 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: May 24, 1999 U S WEST, INC. /s/ Thomas O. McGimpsey By: _________________________________ Thomas O. McGimpsey Assistant Secretary and Senior Attorney 2 EXHIBIT INDEX (a)(8) Schedule I to the Offer to Purchase. EX-99.(A)(8) 2 SCHEDULE I TO OFFER TO PURCHASE SCHEDULE I INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE OFFICERS OF OFFEROR Directors and Executive Officers of Offeror. Set forth below is the name, current business address, citizenship and the present principal occupation or employment and material occupations, positions, offices or employments for the past five years of each director and executive officer of Offeror. The principal address of Offeror and the current business address for each individual listed below is 1801 California St., Denver, Colorado 80202. Directors of the Offeror are identified by an asterisk. Unless otherwise indicated, each such person is a citizen of the United States and each occupation set forth opposite the individual's name refers to employment with Offeror.
Present Principal Occupation or Employment; Material Positions Held During the Name and Current Business Address Past Five Years --------------------------------- ------------------------------------- Hank Brown*............................ President of the University of Northern Colorado since 1998. Director of the Center for Public Policy for the University of Denver from 1997 to 1998. United States Senator for the State of Colorado from 1991 to 1997. United States Congressman for the State of Colorado from 1981 to 1991. Various positions with Monfort of Colorado Incorporated from 1969 to 1981. United States Navy from 1962 to 1966. Attorney and Certified Public Accountant. Director of Sealed Air Corporation. George J. Harad*....................... Director of the Offeror's predecessor company until June, 1998. Chairman of the Board of Boise Cascade Corporation since 1995. President and Chief Executive Officer of Boise Cascade Corporation since 1994. President and Chief Operating Officer of Boise Cascade Corporation from 1991 to 1994. Chairman of the Board of Boise Cascade Office Products Corporation since 1995. Director of Allendale Insurance Company. Marilyn Carlson Nelson*................ Director of the Offeror's predecessor company from 1993 until June, 1998. President, Chief Executive Officer and Vice Chair of Carlson Companies, Inc., Co-Chair Carlson Wagonlit Travel. Since joining Carlson Companies in 1989, Ms. Nelson has held various positions with Carlson Companies including Director, Chief Operating Officer and Senior Vice President of Carlson Holdings, Inc. Ms. Nelson is also President elect of Travel Industry of America, and a member of the United States National Tourism Organization, World Travel and Tourism Council, International Advisory Council, Center for International Leadership and Committee of 200. Director of Exxon Corporation; Carlson Companies, Inc.
I-1 Peter S. Hellman*...................... Former President and Chief Operating Officer of TRW Inc. (1995-1999). Assistant President of TRW Inc. from 1994 to 1995. Chief Financial Officer from 1992 to 1994. Vice President and Chief Financial Officer from 1991 to 1992. Vice President and Treasurer from 1989 to 1991. Various positions with BP America from 1979 to 1989 and the Irving Trust Company from 1972 to 1979. Director of Arkwright Mutual Insurance Company. Frank Popoff*.......................... Director of the Offeror's predecessor company from 1993 until June, 1998. Chairman of The Dow Chemical Company since 1992. Chief Executive Officer of The Dow Chemical Company from 1987 to 1995. Director of American Express Company; Chemical Financial Corporation; United Technologies Corporation. Linda G. Alvarado*..................... President and Chief Executive Officer of Alvarado Construction, since 1978. Director of Cyprus Amax Minerals Company; Engelhard Corporation; Pitney. Craig R. Barrett*...................... President and Chief Executive Officer of Intel Corporation since 1998. President and Chief Operating Officer of Intel Corporation from 1997 to 1998, Executive Vice President and Chief Operating Officer from 1993- 1997 and Executive Vice-President from 1990-1993. Senior Vice-President and General Manager of the Microcomputer Components Group of Intel Corporation from 1989 to 1990. Vice President/ Senior Vice-President and General Manager of the Components Technology and Manufacturing Group of Intel Corporation from 1985 to 1989, and Vice President from 1984 to 1985. Various technology, engineering and manufacturing management positions with Intel Corporation from 1974 to 1984. Professor of Engineering at Stanford University from 1965 to 1974. Director or Intel corporation; SEMATECH. Jerry J. Colangelo*.................... Owner, Chairman and Chief Executive Officer of the Arizona Diamondbacks since 1995. President and Chief Executive Officer of the Phoenix Suns, NBA since 1987. General Manager of the Phoenix Suns, NBA from 1968 to 1987. Head Scout and Director of Merchandising for the Chicago Bulls, NBA from 1966 to 1968. Associate of D.O. Klein & Associates from 1964 to 1965. Partner at the House of Charles, Inc. from 1962 to 1964. Director of Phoenix Art Museum; Phoenix Community Alliance; Arizona. Manuel A. Fernandez.................... Chairman of the Board of Gartner Group, Inc. since 1998; Chairman and Chief Executive Officer of Gartner Group, 1995-1998; President of Gartner Group, 1991-1995; Prior to 1995, President, Chief Executive Officer, Dataquest Inc.; Director, Brunswick Corporation and Getty Images.
I-2 Solomon D. Trujillo*................... President and Chief Executive Officer of U S WEST since 1998. President and Chief Executive Officer of the Communications Group of the Offeror's predecessor company from 1995 to 1998. President and Chief Executive Officer of U S WEST Dex, Inc. from 1992 to 1995. Mr. Trujillo joined The Mountain States Telephone and Telegraph Company in 1974 and has been affiliated with U S WEST and its predecessors since that time, serving in various marketing, sales, finance and public policy positions. Director of BankAmerica Corporation; Dayton Hudson Corporation. Betsy J. Bernard....................... Executive Vice President--Retail Markets. Before joining U S WEST, Ms. Bernard was head of AVIRNES, an advanced international telecommunications services company. Prior to that, Ms. Bernard was President and CEO of Pacific Bell Communications, the long-distance subsidiary of Pacific Telesis Group. Before joining PacBell, she worked for AT&T for eighteen years in a number of positions. Ms. Bernard serves on the board of directors of Mile High United Way. Janet K. Cooper........................ Vice President--Treasurer and Controller. Ms. Cooper has been the Vice President and Treasurer of U S WEST Communications, Inc. since May of 1998. Before joining U S WEST, Ms. Cooper was Vice President of Treasury and Tax Business of The Quaker Oats Company from 1992 to 1998. Ms. Cooper joined The Quaker Oats Company in 1978 and held various financial and managerial positions. John A. Kelley, Jr. ................... President of Wholesale--U S WEST Communications, Inc. Mr. Kelley became President of Wholesale--U S WEST Communications, Inc. in April 1998. Prior to his current assignment, Mr. Kelley was Vice President--Large Business and Government Accounts and President-- Federal Services of U S WEST Communications, Inc. since 1995. Prior to joining U S WEST, Mr. Kelley was Area President for Mead Corporation's Zellerbach Southwest businesses and Vice President and General Manager for Zellerbach's Industrial Business Unit. Mark D. Roellig........................ Executive Vice President--Public Policy, Human Resources & Law, General Counsel and Secretary. In June 1998, Mr. Roellig became Executive Vice President-- Public Policy, Human Resources and Law, General Counsel and Secretary of U S WEST, Inc. Previously, Mr. Roellig was Vice President--Public Policy and Regulatory Law of U S WEST Communications Group from 1997 until June 1998. Mr. Roellig had served as a Vice President of the Offeror's predecessor company since 1994 and has held a variety of positions in the Law Department of that firm since 1983.
I-3 James A. Smith......................... Executive Vice President and President of U S WEST Dex, Inc. In June 1998, Mr. Smith became Executive Vice President of U S WEST, Inc. He has served as President and Chief Executive Officer of U S WEST Dex, Inc. since 1997. Mr. Smith had been a Vice President of Old U S WEST since 1987 and has held a variety of operational, marketing and management positions with the Offeror's predecessor company and its predecessors for 20 years. Mr. Smith serves on the boards of the U S WEST Foundation, the Public Education Network, The Children's Hospital and The Wigwam Club, Inc. Allan R. Spies......................... Executive Vice President and Chief Financial Officer. In June 1998, Mr. Spies became Executive Vice President and Chief Financial Officer of U S WEST, Inc. Previously, Mr. Spies was Vice President and Chief Financial Officer of U S WEST Communications Group since 1997. Mr. Spies had been a Vice President of the Offeror's predecessor company since 1995 and has held a variety of finance and management positions with Old U S WEST and its predecessors for over 28 years. Gregory M. Winn........................ Executive Vice President--Operations and Technology. Mr. Winn became Executive Vice President--Operations and Technology in July of 1998. Mr. Winn served as Executive Vice President--Retail Markets for U S WEST Communications Group from 1997 to 1998 and for U S WEST from June 1998 until July of 1998. Mr. Winn had been a Vice President of the Offeror's predecessor company since 1994 and has held a variety of marketing and sales positions with Old U S WEST and its predecessors for 28 years.
Except for Ms. Bernard, Ms. Cooper and Mr. Kelley, each of the above executive officers has held a managerial position with the Offeror's predecessor company or an affiliate thereof since 1994. I-4 -----END PRIVACY-ENHANCED MESSAGE-----