SC 13G/A 1 globaltele_13ga3-123101.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* GLOBAL TELESYSTEMS, INC. (f/k/a Global Telesystems Group, Inc.) -------------------------------------- (Name of Issuer) Common Stock, $0.10 Par Value ----------------------------- (Title of Class of Securities) 37936U104 --------- (CUSIP Number) December 31, 2001 ----------------- (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [_] Rule 13d-1(b) [_] Rule 13d-1(c) [X] Rule 13d-1(d) *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 the 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). Continued on following pages Page 1 of 8 Pages Exhibit Index: Page 7 SCHEDULE 13G CUSIP No. 37936U104 Page 2 of 8 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) GEORGE SOROS (in the capacity described herein) 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [_] b. [_] 3 SEC Use Only 4 Citizenship or Place of Organization UNITED STATES 5 Sole Voting Power Number of 11,998,094 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 11,998,094 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 11,998,094 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [_] 11 Percent of Class Represented By Amount in Row (9) 4.54% 12 Type of Reporting Person (See Instructions) IA Page 3 of 8 Pages Item 1(a) Name of Issuer: Global Telesystems, Inc.(f/k/a Global Telesystems Group, Inc.) (the "Issuer"). Item 1(b) Address of the Issuer's Principal Executive Offices: 4121 Wilson Boulevard, 8th Floor, Arlington, VA 22203 Item 2(a) Name of Person Filing: The Statement is filed on behalf of Mr. George Soros ("Mr. Soros"): This Statement relates to Shares (as defined herein) held for the accounts of (i) Open Society Institute, a New York trust ("OSI"), (ii) Soros Foundation-Hungary, a New York corporation ("Soros Hungary"); (iii) Soros Charitable Foundation, a New York trust ("SCF"); and (iv) Soros Humanitarian Foundation, a New York trust ("Soros Humantarian"). Mr. Soros serves as a trustee of each of OSI, SCF and Soros Humanitarian, and as a director of Soros Hungary (collectively, the "Foundations"). Item 2(b) Address of Principal Business Office or, if None, Residence: The address of the principal business office of Mr. Soros is 888 Seventh Avenue, 33rd Floor, New York, New York 10106. Item 2(c) Citizenship: Mr. Soros is a United States citizen. Item 2(d) Title of Class of Securities: Common Stock, $0.10 Par Value (the "Shares"). Item 2(e) CUSIP Number: 37936U104 Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: This Item 3 is not applicable. Item 4. Ownership: Item 4(a) Amount Beneficially Owned: As of December 31, 2001, Mr. Soros may be deemed the beneficial owner of 11,998,094 Shares. This number consists of (a) 8,660,562 Shares (including 6,666,666 Shares subject to immediately exercisable warrants) held for the account of OSI, (b) 1,948,398 Shares held for the account of Soros Hungary, (c) 1,313,698 Shares held for the account of SCF, and (d) 75,436 Shares held for the account of Soros Humanitarian. Page 4 of 8 Pages Item 4(b) Percent of Class: The number of Shares of which Mr. Soros may be deemed to be the beneficial owner constitutes approximately 4.54% of the total number of Shares outstanding (assuming the exercise of 6,666,666 warrants held for the account of OSI). Item 4(c) Number of shares as to which such person has: Mr. Soros --------- (i) Sole power to vote or to direct the vote: 11,998,094 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 11,998,094 (iv) Shared power to dispose or to direct the disposition of: 0 Item 5. Ownership of Five Percent or Less of a Class: If this statement is being filed to report the fact that as of the date hereof the Reporting Person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X]. Item 6. Ownership of More than Five Percent on Behalf of Another Person: (i) OSI has the right to participate in the receipt of dividends from, and proceeds from the sale of, securities, including the Shares held for its account. (ii) Soros Hungary has the right to participate in the receipt of dividends from, and proceeds from the sale of, securities, including the Shares held for its account. (iii) SCF has the right to participate in the receipt of dividends from, and proceeds from the sale of, securities, including the Shares held for its account. (iv) Soros Humanitarian has the right to participate in the receipt of dividends from, and proceeds from the sale of, securities, including the Shares held for its account. The inclusion of securities held for the accounts of OSI, Soros Hungary, SCF and Soros Humanitarian herein shall not be deemed an admission that Mr. Soros has or may be deemed to have had beneficial ownership of such securities. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: This Item 7 is not applicable. Item 8. Identification and Classification of Members of the Group: This Item 8 is not applicable. Item 9. Notice of Dissolution of Group: This Item 9 is not applicable. Page 5 of 8 Pages Item 10. Certification: This Item 10 is not applicable. Page 6 of 8 Pages SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: February 14, 2002 GEORGE SOROS By: /s/ Richard D. Holahan, Jr. ------------------------ Richard D. Holahan, Jr. Attorney-in-Fact Page 7 of 8 Pages EXHIBIT INDEX Page No. -------- A. Power of Attorney, dated as of January 15, 2002, granted by Mr. George Soros in favor of Mr. Armando T. Belly, Ms. Jodye Anzalotta, Ms. Maryann Canfield, Mr. Sean Cullinan, Mr. Richard D. Holahan, Jr. and Mr. Robert Soros............................ 8