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Global Crossing Ltd. – ‘3’ for 2/22/00 re: Ixnet Inc.

As of:  Friday, 3/3/00   ·   For:  2/22/00   ·   Accession #:  950130-0-1038   ·   File #:  0-26959

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/03/00  Global Crossing Ltd.              3          10% Owner   1:10K  Ixnet Inc.                        Donnelley … Solutions/FA

Initial Statement of Beneficial Ownership of Securities by an Insider   —   Form 3   —   SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 3           Initial Statement of Beneficial Ownership of           3     15K 
                Securities by an Insider                                         

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+--------+ | FORM 3 | +--------+ |------------------------------| | OMB APPROVAL | |------------------------------| | OMB Number: 3235-0104 | | Expires: December 31, 2001 | | Estimated average burden | | hours per response...... 0.5 | |------------------------------| UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940 (Print or Type Responses) -------------------------------------------------------------------------------- 1. Name and Address of Reporting Person* Global CrosSing Ltd. ---------------------------------------------------------------------------- (Last) (First) (Middle) Wessex House, 45 Reid Street ---------------------------------------------------------------------------- (Street) Hamilton HM12, Bermuda ---------------------------------------------------------------------------- (City) (State) (Zip) 2. Date of Event Requiring Statement (Month/Day/Year) February 22, 2000 ----------------- 3. IRS Identification Number of Reporting Person, if an entity (voluntary) 98-0189783 -------------- 4. Issuer Name and Ticker or Trading Symbol IXnet, Inc. (EXNT) ----------------------------------- 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) ___ Director ___ Officer X 10% Owner ___ Other --- (give title below) (specify below) ---------------------------------------------------------------------------- 6. If Amendment, Date of Original (Month/Day/Year) ---------------------------- 7. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person ---- ____ Form filed by More than One Reporting Person TABLE I--NON-DERIVATIVE SECURITIES BENEFICIALLY OWNED [Download Table] -------------------------------------------------------------------------------- 1. Title 2. Amount of 3. Ownership Form: 4. Nature of of Securities Bene- Direct (D) or Indirect Bene- Security ficially Owned Indirect (I) ficial Ownership (Instr. 4) (Instr. 4) (Instr. 5) (Instr. 5) -------------------------------------------------------------------------------- Common Stock, See Attachment A. See Attachment A. Not Applicable $0.01 par value Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reported person, see Instruction 5(b)(v). Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. TABLE II--DERIVATIVE SECURITIES BENEFICIALLY OWNED (e.g., puts, calls, warrants, options, convertible securities) [Enlarge/Download Table] ------------------------------------------------------------------------------------------------------------------------------------ 1. Title of Derivative 2. Date Exer- 3. Title and Amount of Securities 4. Conversion 5. Ownership 6. Nature of Security (Instr. 4) cisable and Underlying Derivative Security or Form of Indirect Expiration (Instr. 4) Exercise Derivative Beneficial Date Price of Security: Ownership (Month/Day/ Derivative Direct (D) (Instr. 5) Year) Security or In- ---------------------------------------------------- direct (I) Date Expira- Amount or (Instr. 5) Exer- tion Title Number of cisable Date Shares ------------------------------------------------------------------------------------------------------------------------------------ Not applicable. ------------------------------------------------------------------------------------------------------------------------------------ Explanation of Responses: GLOBAL CROSSING LTD. By: /s/ Dan J. Cohrs March 3, 2000 ---------------------------- --------------- Name: Dan J. Cohrs Date Title: Senior Vice President & Chief Financial Officer **Signature of Reporting Person ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
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ATTACHMENT A TO FORM 3 ---------------------- Reporting Person Date of Event Issuer Name and Ticker ---------------- ------------- ---------------------- Global Crossing Ltd 02/22/2000 Ixnet,Inc. Wessex House, 45 Reid Street (EXNT) Hamilton HM12, Bermuda Amount of Securities Beneficially Owned and Ownership Form: Direct (D) or Indirect (I) On February 22, 2000, Global Crossing entered into an Agreement and Plan of Merger, dated as of February 22, 2000 (the "Merger "Agreement") with Georgia Merger Sub Corporation ("GC Merger Sub"), IPC, IPC Information Systems, Inc. ("IPC Systems"), Idaho Merger Sub Corporation ("IPC Merger Sub") and IXnet, Inc. ("IXnet"), which sets forth the terms and conditions by which Global Crossing will acquire by merger the entire equity interest in each of IPC and IXnet. Pursuant to the Merger Agreement, (i) IPC will merge with and into IPC Systems (the "Intercompany Merger"), with IPC Systems as the surviving corporation, (ii) immediately thereafter, GC Merger Sub, a newly organized wholly owned subsidiary of Global Crossing, will merge with and into IPC Systems (the "IPC Systems Merger"), with IPC Systems surviving as a wholly owned subsidiary of Global Crossing, and (iii) immediately thereafter, IPC Merger Sub, a newly organized wholly owned subsidiary of IPC Systems will merge with and into IXnet (the "IXnet Merger", and together with the Intercompany Merger and the IPC Systems Merger, the "Mergers"), with IXnet surviving as a wholly owned indirect subsidiary of Global Crossing. Pursuant to the Merger Agreement, each share of common stock, par value $0.01 per share of IPC (the "IPC Common Stock") issued and outstanding, subject to certain exceptions described in the Merger Agreement, will be converted into the right to receive 5.417 shares of common stock, par value $0.01 per share, of Global Crossing ("Global Common Stock") and each share of common stock, par value $0.01 per share of IXnet ("IXnet Common Stock") issued and outstanding, subject to certain exceptions described in the Merger Agreement, will be converted into the right to receive 1.184 shares of Global Common Stock. Concurrently with the execution of the Merger Agreement and in accordance with the applicable provisions of the Merger Agreement, IPC Systems, which owns approximately 84.3% of the outstanding IXnet Common Stock, has executed and delivered its irrevocable written consent (the "IPC Systems Consent") pursuant to which IPC Systems has taken action by written consent as a stockholder of IXnet to adopt the Merger Agreement. Therefore, no further vote with respect to the IXnet Merger by the stockholders of IXnet is required or will be taken. As a result of the execution of the Merger Agreement, certain obligations and restrictions were imposed on the voting and disposition of shares of IXnet Common Stock held by IPC Systems. Pursuant to the definition of beneficial owner as set forth in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), Global Crossing may be deemed to be the beneficial owner, in accordance with Rule 16a-1(a)(2) under Page 2 of 3
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the Exchange Act, of 43,100,000 shares of IXnet Common Stock, constituting 84.3% of the outstanding shares of IXnet Common Stock. Global Crossing does not have beneficial ownership of any IXnet Common Stock for purposes of Rule 16a-1(a)(2) of the Exchange Act. Page 3 of 3

Dates Referenced Herein   and   Documents Incorporated by Reference

Referenced-On Page
This ‘3’ Filing    Date First  Last      Other Filings
12/31/01111-K,  NT 10-K,  NT 11-K
Filed on:3/3/0013,  425,  8-K,  SC 13D
For Period end:2/22/00123,  8-K
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Filing Submission 0000950130-00-001038   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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