-----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, MHynZd9xm49xUtdMV5VsmQa/xLO/Xp858k7IsqR8OX/1jkKE+6m4c5QFq7s2Nbf4 ITglmp1WzxTfjDgMFt3oQQ== 0000950150-04-000537.txt : 20040526 0000950150-04-000537.hdr.sgml : 20040526 20040526172947 ACCESSION NUMBER: 0000950150-04-000537 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040526 GROUP MEMBERS: SINGAPORE TECHNOLOGIES PTE LTD GROUP MEMBERS: SINGAPORE TECHNOLOGIES TELEMEDIA PTE LTD GROUP MEMBERS: STT COMMUNICATIONS LTD GROUP MEMBERS: STT CROSSING LTD 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: 1934 Act SEC FILE NUMBER: 005-55643 FILM NUMBER: 04833115 BUSINESS ADDRESS: STREET 1: WESSEX HOUSE 45 REID ST STREET 2: HAMILTON HM12 CITY: BERMUDA STATE: D0 ZIP: HM12 BUSINESS PHONE: 4412968600 MAIL ADDRESS: STREET 1: WESSEX HOUSE 45 REID STREET STREET 2: HAMILTON HM12 CITY: BERMUDA FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TEMASEK HOLDINGS LTD CENTRAL INDEX KEY: 0001021944 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 8 SHENTON WAY #38-03 STREET 2: TREASURY BUILDING CITY: SINGAPORE 06881 BUSINESS PHONE: 2123712000 MAIL ADDRESS: STREET 1: 8 SHENTON WAY #38-03 STREET 2: TREASURY BUILDING CITY: SINGAPORE 06881 STATE: U0 SC 13D/A 1 a99364sc13dza.htm SCHEDULE 13D, AMENDMENT NO. 2 Global Crossing Limited - Schedule 13D, Am. No. 2
 

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

Global Crossing Limited

(Name of Issuer)

Common Shares, par value $.01 per share

(Title of Class of Securities)

G3921A175

(Cusip Number)

Pek Siok Lan
c/o Singapore Technologies Telemedia Pte Ltd
51 Cuppage Road #10-11/17
StarHub Centre
Singapore 229469
Telephone: (65) 6723 8668
Facsimile: (65) 6720 7277

Copy to

Michael W. Sturrock, Esq.
Latham & Watkins LLP
80 Raffles Place #14-20
Singapore 048624
Telephone: (65) 6536 1161
Facsimile: (65) 6536 1171
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

May 26, 2004

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* 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 disclosures provided in a prior cover page.

The information required on 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).

 

 

             
CUSIP No. G3921A175 Page 2 of 9 Pages
  1. Name of Reporting Person:
Temasek Holdings (Private) Limited		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) o  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
AF
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
Singapore
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
0
8. Shared Voting Power:
24,600,000(1)
9. Sole Dispositive Power:
0
10.Shared Dispositive Power:
24,600,000(1)
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
24,600,000(1)
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
61.50%
  14.Type of Reporting Person (See Instructions):
CO

(1)   Comprises 6,600,000 common shares, par value $.01 per share, and 18,000,000 common shares issuable upon conversion of preferred shares, par value $.10 per share, of the Issuer.

 

 

             
CUSIP No. G3921A175 Page 3 of 9 Pages
  1. Name of Reporting Person:
Singapore Technologies Pte Ltd		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) o  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
WC
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
Singapore
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
0
8. Shared Voting Power:
24,600,000(1)
9. Sole Dispositive Power:
0
10.Shared Dispositive Power:
24,600,000(1)
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
24,600,000(1)
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
61.50%
  14.Type of Reporting Person (See Instructions):
CO

(1)   Comprises 6,600,000 common shares, par value $.01 per share, and 18,000,000 common shares issuable upon conversion of preferred shares, par value $.10 per share, of the Issuer.

 

 

             
CUSIP No. G3921A175 Page 4 of 9 Pages
  1. Name of Reporting Person:
Singapore Technologies Telemedia Pte Ltd		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) o  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
AF
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
Singapore
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
0
8. Shared Voting Power:
24,600,000(1)
9. Sole Dispositive Power:
0
10.Shared Dispositive Power:
24,600,000(1)
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
24,600,000(1)
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
61.50%
  14.Type of Reporting Person (See Instructions):
CO

(1)   Comprises 6,600,000 common shares, par value $.01 per share, and 18,000,000 common shares issuable upon conversion of preferred shares, par value $.10 per share, of the Issuer.

 

 

             
CUSIP No. G3921A175 Page 5 of 9 Pages
  1. Name of Reporting Person:
STT Communications Ltd		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) o  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
AF
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
Singapore
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
0
8. Shared Voting Power:
24,600,000(1)
9. Sole Dispositive Power:
0
10.Shared Dispositive Power:
24,600,000(1)
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
24,600,000(1)
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
61.50%
  14.Type of Reporting Person (See Instructions):
CO

(1)   Comprises 6,600,000 common shares, par value $.01 per share, and 18,000,000 common shares issuable upon conversion of preferred shares, par value $.10 per share, of the Issuer.

 

 

             
CUSIP No. G3921A175 Page 6 of 9 Pages
  1. Name of Reporting Person:
STT Crossing Ltd		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) o  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
AF
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
Mauritius
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
0
8. Shared Voting Power:
24,600,000(1)
9. Sole Dispositive Power:
0
10.Shared Dispositive Power:
24,600,000(1)
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
24,600,000(1)
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
61.50%
  14.Type of Reporting Person (See Instructions):
CO

(1)   Comprises 6,600,000 common shares, par value $.01 per share, and 18,000,000 common shares issuable upon conversion of preferred shares, par value $.10 per share, of the Issuer.

 

 

Page 7 of 9 Pages

This Amendment No. 2 amends the Schedule 13D previously filed by Singapore Technologies Telemedia Pte Ltd (“STT”) with the Securities and Exchange Commission (“SEC”) on December 19, 2003, as amended by Amendment No. 1 to the Schedule 13D filed by STT with the SEC on January 12, 2004 (as amended, the “Statement”), with respect to the common shares, par value $.01 per share (the “Common Shares”), of Global Crossing Limited, a company organized under the laws of Bermuda (the “Issuer”), with its principal executive offices located at Wessex House, 45 Reid Street, Hamilton HM12, Bermuda. Capitalized terms used but not defined herein have the meanings given to them in the Statement.

Item 4. Purpose of Transaction

Item 4 is amended to include the following new paragraphs:

On May 19, 2004, an affiliate of STT (the “Lender”) entered into a credit agreement (the “Credit Agreement”) with Global Crossing (UK) Telecommunications Limited, an affiliate of the Issuer, as borrower (the “Borrower”), providing for availability of up to $100 million of secured bridge financing for the Issuer’s business operations. The borrowings under the Credit Agreement may be used for the repayment of a portion of the demand loans payable by the Borrower to an affiliate of the Issuer. The borrowings are secured by all of the property of the Borrower (other than any property expressly excluded pursuant to the terms of the Global Security Agreement (as defined in the Indenture)), and capital stock of the Borrower.

The Issuer and STT and its affiliates are seeking and will continue to seek new equity and/or debt financing in order to recapitalize the Issuer and to finance the Issuer’s business operations. No assurances can be given that these efforts will be successful or that such efforts would enable the Issuer to improve its business operations.

Item 7. Material to be Filed as Exhibits

1.   Credit Agreement, dated as of May 18, 2004, among Global Crossing (UK) Telecommunications Limited (incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K filed by Global Crossing Limited with the Securities and Exchange Commission on May 19, 2004).

 

 

Page 8 of 9 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

         
Date: May 26, 2004
        
 
        
    TEMASEK HOLDINGS (PRIVATE) LIMITED
 
        
  By   /s/ Jeffrey Chua
     
 
  Name:   Jeffrey Chua
  Title:   Director, Legal & Secretariat
 
        
    SINGAPORE TECHNOLOGIES PTE LTD
 
        
  By   /s/ Chua Su Li
     
 
  Name:   Chua Su Li
  Title:   Company Secretary
 
        
    SINGAPORE TECHNOLOGIES TELEMEDIA PTE LTD
 
        
  By   /s/ Pek Siok Lan
     
 
  Name:   Pek Siok Lan
  Title:   Company Secretary
 
        
    STT COMMUNICATIONS LTD
 
        
  By   /s/ Pek Siok Lan
     
 
  Name:   Pek Siok Lan
  Title:   Company Secretary
 
        
    STT CROSSING LTD
 
        
  By   /s/ Pek Siok Lan
     
 
  Name:   Pek Siok Lan
  Title:   Director

 

 

Page 9 of 9 Pages

EXHIBIT INDEX

1.   Credit Agreement, dated as of May 18, 2004, among Global Crossing (UK) Telecommunications Limited (incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K filed by Global Crossing Limited with the Securities and Exchange Commission on May 19, 2004).

 

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