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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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): November 10, 1998
EXCEL COMMUNICATIONS, INC.
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(Exact Name of Registrant as Specified in its Charter)
DELAWARE
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(State or Other Jurisdiction of Incorporation)
1-13433 75-2720091
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(Commission File Number) (I.R.S. Employer Identification No.)
8750 North Central Expressway
Dallas, Texas, Suite 2000 75231
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(Address of Principal Executive Offices) (Zip Code)
(214) 863-8000
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
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NYFS05...:\41\44241\0005\2097\FRM0288U.47B
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Item 1. Changes in Control of Registrant
On November 10, 1998, EXCEL Communications, Inc., a Delaware
corporation (the "Company"), became a wholly-owned subsidiary of
Teleglobe Inc., a corporation governed by the Canada Business
Corporations Act ("Teleglobe"), as contemplated by the Agreement
and Plan of Merger, dated as of June 14, 1998, among Teleglobe,
North Merger Sub Corporation, a Delaware corporation and a
wholly-owned subsidiary of Teleglobe ("Merger Sub"), and the
Company (the "Merger Agreement"). Pursuant to the Merger Agreement,
the Company was merged (the "Merger") with and into Merger Sub.
The Merger Agreement was approved on June 14, 1998 by the written
consents of the holders of a majority of the outstanding shares of
the Company's common stock. The Merger Agreement is incorporated
herein by reference to Exhibit 2 of the Company's Current Report
on Form 8-K dated June 14, 1998.
At the effective time of the Merger, each outstanding share of the
Company's common stock was automatically converted into the right to
receive 0.885 of a common share of Teleglobe ("Teleglobe Common
Shares"). No fractional Teleglobe Common Shares will be issued in
the Merger; instead, a cash payment in lieu of any fractional share
to which a stockholder would otherwise be entitled will be made in
an amount equal to the product of such fractional share and
$27.94, the average of the closing prices of the Teleglobe Common
Shares on the New York Stock Exchange, Inc. Composite Tape for the
ten trading days prior to and ending on November 9, 1998. In the
Merger, approximately 117,650,000 Teleglobe Common Shares will be
issued to the former stockholders of the Company.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Description
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2 Agreement and Plan of Merger, dated as of June 14, 1998
among Teleglobe Inc., North Merger Sub Corporation and EXCEL
Communications, Inc. (incorporated by reference to Exhibit 2
of the Current Report on Form 8-K of EXCEL Communications,
Inc. dated June 14, 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 hereunto duly authorized.
EXCEL Communications, Inc.
Date: November 10, 1998 /s/ Chris Dance
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By: J. Christopher Dance
Executive Vice President,
Secretary and General Counsel
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EXHIBIT INDEX
Exhibit No. Description Page
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2 Agreement and Plan of Merger, dated as of June
14, 1998 among Teleglobe Inc., North Merger Sub
Corporation and EXCEL Communications, Inc.
(incorporated by reference to Exhibit 2 of the
Current Report on Form 8-K of EXCEL
Communications, Inc. dated June 14, 1998).
