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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
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Date of Report (Date of
Earliest event reported): March 6, 1998
OPTEL, INC.
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(Exact name of registrant as specified in its charter)
Delaware 95-4495524
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(State or other jurisdiction (I.R.S. Employer Identification
of incorporation or organization) Number)
333-24881
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(Commission File Number)
1111 West Mockingbird Lane, Suite 1000, Dallas, Texas 75247
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (214) 634-3800
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ITEM 5. OTHER MATERIALLY IMPORTANT EVENTS
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On March 6, 1998, the Registrant issued the press releases attached hereto
as Exhibit "A" announcing that the Registrant had entered into a definitive
agreement with Interactive Cable Systems, Inc. for the purchase of private cable
and telephone operations in certain markets.
ITEM 7. EXHIBITS
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Press Release, dated March 6, 1998.
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SIGNATURE
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.
Date: March 12, 1998
OpTel, Inc.
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(Registrant)
By: /s/ Michael E. Katzenstein
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Name: Michael E. Katzenstein
Title: Vice President and
General Counsel
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EXHIBIT INDEX
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Exhibit
No. Description Page No.
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20 Press Release, dated March 6, 1998
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EXHIBIT 20
[LOGO OF OPTEL AND ICS APPEARS HERE]
OPTEL AND ICS ANNOUNCE ACQUISITION BY OPTEL OF
OVER 90,000 PRIVATE CABLE AND TELEPHONE UNITS
Purchase brings OpTel to over 500,000 units under contract.
DALLAS (MARCH 6, 1998) --OpTel, Inc. and Interactive Cable Systems, Inc. (ICS)
announced today that they had signed a definitive agreement for the purchase by
OpTel of ICS's private cable and telephone operations in Houston, Dallas/Fort
Worth, San Diego, Phoenix, Chicago, Denver, San Francisco, Los Angeles,
Miami/Ft. Lauderdale, Tampa, Atlanta, Orlando, Indianapolis and greater
Washington, D.C.
ICS will receive $4 million in cash, $60 million in OpTel 8% payment-in-kind
convertible preferred stock and 165,746 shares of OpTel's Class A common stock,
together valued at $80.2 million.
The transaction, which is subject to certain regulatory and other approvals and
conditions, comprises approximately 90,000 cable and phone units under contract.
Louis Brunel, OpTel's President and Chief Executive Officer said, "This major
strategic acquisition will bring us to over 500,000 units under contract and
will reinforce OpTel as the preeminent leader in the private cable and
telecommunications industry. It will greatly strengthen our presence and
profitability in existing OpTel markets and bring us into new markets, Atlanta,
Indianapolis and Orlando, on an efficient scale of operations. We are very
pleased to welcome ICS, and through it ICS's investors and shareholders, as
investors in OpTel."
Kevin Schottlaender, ICS's President and Chief Executive Officer, said: "ICS is
very pleased to merge its business with OpTel's in the MDU markets we mutually
serve, creating significant economies of scale that will benefit stockholders,
building owners, residents and employees."
Interactive Cable Systems, Inc. (ICS) is the nation's third largest private
telecommunications and video services provider to the multi dwelling unit
housing industry. Headquartered in Richardson, Texas, ICS serves in 20+ markets
throughout the United States.
OpTel is the largest private cable operator in the United States. The Company
provides cable television service and telecommunications services to residents
of multi-dwelling unit (MDU) complexes principally under long-term contracts
with MDU owners in ten major cities (Houston, Dallas/Fort Worth, San Diego,
Phoenix, Chicago, Denver, San Francisco, Los Angeles, Miami/Ft. Lauderdale and
Tampa). OpTel is majority owned by Le Groupe Videotron Ltee, owner of the second
largest cable television operator in Canada.
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For further information contact:
OpTel ICS
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Stephen Dube Kevin Schottlaender
(214) 634-3856 (972) 669-6000
