SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) April 15, 1997
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TELCO COMMUNICATIONS GROUP, INC.
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(Exact name of registrant as specified in its charter)
Virginia 0-28668 54-1674283
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(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification No.)
incorporation)
4219 Lafayette Center Drive, Chantilly, Virginia 20151
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (703) 631-5600
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(Former name or former address, if changed since last report)
Exhibit Index on Page 4
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Item 2. Acquisition of Assets
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On April 15, 1997, a wholly owned subsidiary of Telco Communications
Group, Inc. (Telco Communications Group, Inc. and its wholly owned
subsidiaries are hereinafter collectively referred to as "Telco" or the
"Company") acquired the voice network assets of Advantis, a partnership formed
by International Business Machines Corp. and Sears, Roebuck and Co.
("Advantis"), for approximately $170 million in cash. The purchase price was
determined by negotiations between Advantis and Telco. The Company financed
the acquisition from available cash and from borrowings under its credit
facility with a group of banks led by NationsBank. The credit facility was
increased from $100 million to $200 million in conjunction with the
acquisition.
The assets acquired from Advantis by Telco include a long-term lease on
approximately 100,000 network miles of DS-3 fiber optic capacity. Currently,
the flexible portion of the leased network capacity serves 30 cities in the
eastern United States and the fixed portion of the leased network crosses 19
cities in the western United States. Additionally, Telco acquired five Nortel
DMS 250 switches and other ancillary network equipment located in Atlanta,
Georgia; Chicago, Illinois; Dallas, Texas; Los Angeles, California; and New
York, New York. Telco is considering the sale of certain of the switching
equipment. Otherwise, Telco will continue to use these assets as they were
used by Advantis for the provision of telecommunications services.
The press release issued by Telco regarding the closing of the Advantis
acquisition is annexed hereto as Exhibit 99.1, and incorporated in its
entirety by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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c) Exhibits
Exhibit Number Description
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*+2.1 Network Purchase Agreement between Advantis and Telco Network
Services, Inc. dated March 11, 1997
99.1 Press Release dated April 15, 1997
* Incorporated by reference from Telco's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996 filed with the Commission on March
28, 1997.
** Incorporated by reference from Telco's Registration Statement on Form S-1
(Commission File No. 333-05857)
+ Portions of this Exhibit have been omitted pursuant to a request for
confidential treatment and filed separately with the Commission.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
TELCO COMMUNICATIONS GROUP, INC.
By: /s/ Bryan Rachlin
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Date: April 28, 1997 Bryan Rachlin
Chief Operating Officer
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INDEX TO EXHIBITS
FORM 8-K
Exhibit Number Description Page
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*+2.1 Network Purchase Agreement between Advantis and
Telco Network Services, Inc. dated March 11, 1997
99.1 Press Release dated April 15, 1997
* Incorporated by reference from Telco's Annual Report on Form 10-K for
the fiscal year ended December 31, 1996 filed with the Commission on
March 28, 1997.
+ Portions of this Exhibit have been omitted pursuant to a request for
confidential treatment and filed separately with the Commission.
[Logo of Telco Communications Group, Inc.]
TELCO COMMUNICATIONS GROUP, INC.
COMPLETES ACQUISITION OF
ADVANTIS VOICE NETWORK ASSETS
CHANTILLY, Va. (April 15, 1997) - Telco Communications Group, Inc.
(Nasdaq/NM:TCGX) and its wholly owned subsidiaries (collectively "Telco" or
"the Company"), today announced that its newly formed network subsidiary has
completed the acquisition of the voice network assets of Advantis for
approximately $170 million in cash. The Advantis assets include approximately
100,000 network miles of DS-3 fiber optic capacity (under a long-term lease),
five Nortel DMS 250 switches, and other ancillary equipment. In conjunction
with this acquisition, the Company closed on an increase in its credit
facility from $100 million to $200 million with a group of banks led by
NationsBank.
Telco Communications Group, Inc. is one of the nation's ten largest long
distance companies. Telco is a rapidly growing nationwide switch-based
provider of a full spectrum of long distance telecommunications products and
services targeting residential, commercial and carrier customers. Telco
markets its residential products and services primarily through its Dial &
Save and Long Distance Wholesale Club subsidiaries. Telco markets its
commercial and carrier products through approximately 300 sales professionals
in 28 regional offices in 16 states.
