SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
ADVANCED COMMUNICATIONS GROUP, INC.
(Name of Issuer)
COMMON STOCK, $.0001 PAR VALUE
(Title of Class of Securities)
00751B 10 6
(CUSIP Number)
Rod K. Cutsinger
3355 West Alabama, Suite 580
Houston, Texas 77098
(713) 599-0101
Copy to:
Edgar J. Marston III Bracewell & Patterson, L.L.P.
2900 South Tower Pennzoil Place
711 Louisiana
Houston, Texas 77002
(713) 223-2900
(Name, Address and Telephone Number
of Person Authorized to Receive Notices
and Communications)
February 18, 1998
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report this acquisition which is
the subject of this Schedule 13D, and is filing
this Schedule because of Rule 13d-1(b)(3) or (4),
check the following box: [ ].
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).
Page 1 of 12 Pages.
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Page 2 of 12 Pages
CUSIP NO.: 00751B 10 6
SCHEDULE 13D
1 NAME OF REPORTING PERSON; S.S. OR IRS IDENTIFICATION NUMBER
Rod K. Cutsinger
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [XX]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(D) OR 2(E)
[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 Sole Voting Power
76,739 shares
8 SHARED VOTING POWER
7,560,780 shares
9 SOLE DISPOSITIVE POWER
76,739 shares
10 SHARED DISPOSITIVE POWER
7,560,780 shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,637,519 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.9%
14 TYPE OF REPORTING PERSON
IN
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Page 3 of 12 Pages
CUSIP NO.: 00751B 10 6
SCHEDULE 13D
1 NAME OF REPORTING PERSON; S.S. OR IRS IDENTIFICATION NUMBER
Consolidation Partners Founding Fund, L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [XX]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(D) OR 2(E)
[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
7 Sole Voting Power
-0-
8 SHARED VOTING POWER
7,560,780 shares
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
7,560,780 shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,560,780 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.5%
14 TYPE OF REPORTING PERSON
OO
<PAGE>
Page 4 of 12 Pages
CUSIP NO.: 00751B 10 6
SCHEDULE 13D
1 NAME OF REPORTING PERSON; S.S. OR IRS IDENTIFICATION NUMBER
Consolidation Partners, L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [XX]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(D) OR 2(E)
[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
7 Sole Voting Power
-0-
8 SHARED VOTING POWER
7,560,780 shares
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
7,560,780 shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,560,780 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.5%
14 TYPE OF REPORTING PERSON
OO
<PAGE>
Page 5 of 12 Pages
SCHEDULE 13D
Item 1. SECURITY AND ISSUER.
This Schedule 13D relates to the common stock, par value $.0001 per share
("Common Stock"), of Advanced Communications Group, Inc., a Delaware corporation
("ACG"). The principal executive offices of ACG are located at 390 South Woods
Mill Road, Suite 150, St. Louis, Missouri 63017.
Item 2. IDENTITY AND BACKGROUND.
This Schedule 13D is filed by (a) Rod K. Cutsinger, (b) Consolidation
Partners Founding Fund, L.L.C., a Texas limited liability company ("CPFF"), and
(c) Consolidation Partners, L.L.C., a Texas limited liability company
("Consolidation Partners"). Rod K. Cutsinger, CPFF and Consolidation Partners
acknowledge that they are a group for purposes of this Schedule 13D. The
business and affairs of CPFF are to be managed under the direction of its
Managers. The only Managers of CPFF are Rod K. Cutsinger and Brad K. Cutsinger,
the son of Rod K. Cutsinger. The Managers of CPFF may also elect officers. The
only officers of CPFF are Rod K. Cutsinger (Chairman, President, Treasurer and
Managing Director) and Brad K. Cutsinger (Secretary and Managing Director). The
Managers of CPFF are elected by the holders of its Class B Interests.
Consolidation Partners owns 100% of the Class B Interests of CPFF. Similarly,
the business and affairs of Consolidation Partners are to be managed under the
direction of its Managers. The only Managers of Consolidation Partners are Rod
K. Cutsinger, Brad K. Cutsinger and Sue Nan Cutsinger, the wife of Rod K.
Cutsinger and mother of Brad K. Cutsinger. The Managers of Consolidation
Partners may also elect officers. The only officers of Consolidation Partners
are Rod K. Cutsinger (Chairman, President and Chief Executive Officer), Brad K.
Cutsinger (Managing Director, Secretary and Assistant Treasurer), and Sue Nan
Cutsinger (Managing Director, Treasurer and Assistant Secretary). The Managers
of Consolidation Partners are elected by its members. Rod K. Cutsinger and Sue
Nan Cutsinger hold 80% of the membership interests in Consolidation Partners,
Brad K. Cutsinger 1985 Trust c/o Rod K. Cutsinger, Trustee, holds 15% of the
membership interests, and Jill Noel Cutsinger 1985 Trust c/o Rod K. Cutsinger,
Trustee, holds the remaining 5% of the membership interests.
The business address of Rod K. Cutsinger, Brad K. Cutsinger, Sue Nan
Cutsinger, CPFF and Consolidation Partners is 3355 West Alabama, Suite 580,
Houston, Texas 77098. The present principal occupations or employments of Rod K.
Cutsinger and Brad K. Cutsinger are as Managers and officers of CPFF. The
present principal occupation of Sue Nan Cutsinger is housewife. Rod K.
Cutsinger, Sue Nan Cutsinger and Brad K. Cutsinger are citizens of the United
States.
During the past five years, neither Rod K. Cutsinger, Sue Nan Cutsinger,
Brad K. Cutsinger, CPFF nor Consolidation Partners has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
was a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which they were or are subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or
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Page 6 of 12 Pages
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Rod K. Cutsinger, Brad K. Cutsinger and CPFF acquired their shares of
Common Stock of ACG in the Merger (as defined in Item 4 below). Each of them had
used personal funds or working capital which had not been borrowed to acquire
their shares of Advanced Communications Corp., a Delaware corporation ("AC
Corp."), which became shares of Common Stock of ACG in the Merger.
CPFF was formed in May 1996 by the Rod Cutsinger family interests to
pursue various types of consolidation transactions. CPFF concluded its initial
private placement of Class A Interests in September 1996, at which time an
aggregate of $2,220,000 Class A Interests had been issued. At the same time,
Consolidation Partners, as holder of the Class B Interests, contributed 1.01% of
the amount of the contribution of the Class A Interest holders. $1,520,000 of
Class A Interests were issued for cash in the private placement; $350,000 of
Class A Interests were issued to Rod K. Cutsinger in exchange for intangible
personal property, including business plans, confidentiality agreements,
organizational documents of CPFF, and economic projections; $250,000 of Class A
Interests were issued to Rod K. Cutsinger for $5,000 cash and a $245,000
promissory note; and $100,000 of Class A Interests were issued to Brad K.
Cutsinger for $5,000 cash and a $95,000 promissory note. The promissory notes of
Rod Cutsinger and Brad Cutsinger bore interest at 8% per annum, were payable
upon the first to occur of the consummation of the initial public offering of
ACG or December 31, 1998, and were secured by a pledge of the acquired Class A
Interests. Both notes have been paid in full, primarily as a result of the
application of the salaries of $20,000 and $5,000 per month from CPFF which Rod
K. Cutsinger and Brad K. Cutsinger were otherwise entitled to receive, to the
reduction of the principal balances of these notes.
In September 1997, November 1997, and January 1998, CPFF concluded private
placements of an aggregate of $1,880,000 of additional Class A Interests. At the
same time, Consolidation Partners contributed an aggregate of $18,990 to the
capital of CPFF. In consideration of the agreements of four Class A Interest
owners to subscribe and oversubscribe for certain of these Class A Interests,
Rod K. Cutsinger agreed to deliver to such persons certificates representing
230,418 shares of his Common Stock. Additionally, in consideration for the
subscription of three other existing Class A Interest owners for an aggregate of
$200,000 of Class A Interests, Rod K. Cutsinger transferred to such persons for
nominal consideration an aggregate of $44,400 of his Class A Interests. Because
of subscriptions and oversubscriptions for in excess of the amounts offered in
those private placements, neither Rod K. Cutsinger or Brad K. Cutsinger acquired
any additional Class A Interests in those transactions.
Item 4. PURPOSE OF TRANSACTION.
Prior to February 18, 1998, all of the 1,000 outstanding shares of Common
Stock of ACG was owned by AC Corp. On September 29, 1997, AC Corp. incorporated
ACG as a wholly owned
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Page 7 of 12 Pages
subsidiary under the laws of the state of Delaware. ACG was founded to create a
regional competitive local exchange carrier that provides an integrated
portfolio of telecommunications services principally to business customers in
selected service areas of Southwestern Bell Telephone Company and U S WEST
Communications, Inc. As of October 6, 1997, ACG entered into new definitive
agreements to acquire the stock or assets of six telecommunications service
providers, one yellow page publisher, two telephone equipment sales and
maintenance companies, and a 49% interest in a company owning a fiber optic
network (collectively, the "Acquired Companies"), that replaced the definitive
agreements that had been entered into earlier between AC Corp., certain of its
subsidiaries and the Acquired Companies. Also as of October 6, 1997, ACG, AC
Corp. and a wholly owned subsidiary of ACG entered into an Agreement of Merger
pursuant to which, after the consummation of a reverse stock split of AC Corp.
and concurrently with the closing of the acquisitions of the Acquired Companies
(the "Acquisitions"), AC Corp. would be merged with the subsidiary of ACG, with
AC Corp. as the surviving corporation (the "Merger"). In the Merger, each share
of common stock of AC Corp. would be converted into one share of Common Stock of
ACG, ACG would succeed to all options and warrants of AC Corp., and AC Corp.
would become a wholly owned subsidiary of ACG.
On October 10, 1997, ACG filed with the Securities and Exchange Commission
a Registration Statement on Form S-1 (the "Registration Statement") relating to
the initial public offering of its Common Stock (the "Offering"). A portion of
the proceeds of the Offering were to be used to pay the cash portion of the
consideration in the Acquisitions. The Registration Statement was declared
effective on February 12, 1998.
On February 17, 1998, AC Corp. effected an approximately one-for-2.645
reverse stock split, pursuant to which each outstanding share of AC Corp. common
stock became .378039021 shares of such common stock (the "Reverse Stock Split").
On February 18, 1998, ACG consummated the Offering, the Acquisitions and
the Merger. As a result of the Merger, ACG issued shares of Common Stock
described in Item 5 to CPFF, Rod K. Cutsinger and Brad K. Cutsinger.
In connection with the Offering, the Common Stock was listed on the New
York Stock Exchange (the "NYSE"). In the Registration Statement, ACG stated that
promptly after the Offering it intends to identify and appoint two additional
independent directors to its Board and the Audit Committee no later than the
1998 annual meeting of stockholders in order to satisfy the requirements of the
NYSE.
Except as set forth in this Schedule 13D, none of Rod K. Cutsinger, Sue
Nan Cutsinger, Brad K. Cutsinger, CPFF or Consolidation Partners has any plans
or proposals which would result in: (a) the acquisition by any person of
additional securities of ACG, or the disposition of any securities of ACG; (b)
any extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving ACG or any of its subsidiaries; (c) a sale or transfer of
a material amount of assets of ACG or any of its subsidiaries; (d) any change in
the present board of directors or management of ACG, including any plans or
proposals to change the number or term of directors or to fill any existing
vacancies on the board; (e) any other material change in the present
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Page 8 of 12 Pages
capitalization or dividend policy of ACG; (f) any other material change in ACG's
business or corporate structure; (g) changes in ACG's Certificate of
Incorporation or By-Laws or other action which may impede the acquisition of ACG
by any person; (h) causing a class of securities of ACG to be delisted from a
national securities exchange or cease to be authorized to be quoted on an
inter-dealer quotation system of a registered national securities association;
or (i) a class of equity securities of ACG becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities Exchange Act of
1934, as amended.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
CPFF owns beneficially 7,560,780 shares of Common Stock. Voting power and
dispositive power with respect to such shares is shared with Consolidation
Partners, Rod K. Cutsinger, Sue Nan Cutsinger and Brad K. Cutsinger.
Consolidation Partners and Sue Nan Cutsinger beneficially own no other shares of
Common Stock.
Under the terms of the corporate regulations of CPFF, CPFF is obligated to
distribute shares in a consolidating company such as ACG as soon as practicable
after the consummation of that company's initial public offering. Shares of
Common Stock in ACG held by CPFF will be distributed to the holders of its Class
A and Class B Interests on a fifty-fifty basis until the holders of the Class A
Interests have received shares of Common Stock of ACG (valued at the initial
public offering price of $14 per share) equal to three times their aggregate
investment in CPFF, or $12.3 million. Thereafter, the balance of the shares of
Common Stock of ACG held by CPFF will be distributed 25% to the holders of the
Class A Interests and 75% to the holders of the Class B Interests. Accordingly,
following the Offering, CPFF will distribute shares of Common Stock to the
holders of the Class A Interests (including shares to Messrs. Rod K. Cutsinger
and Brad K. Cutsinger, who own respectively approximately 13.6% and 2.4 % of the
Class A Interests of CPFF) and shares of Common Stock to Consolidation Partners
in respect of its Class B Interests. The shares of Common Stock distributed by
CPFF will be entitled to certain registration rights and are subject to certain
lock-up arrangements with the Underwriters of the Offering. Subject to the
resolution of the matter described in the following paragraph, if the 7,560,780
shares of Common Stock of ACG are distributed by CPFF as provided above, CPFF
would distribute 5,231,300 shares of Common Stock to Consolidation Partners,
315,674 shares of Common Stock to Rod K. Cutsinger, and 56,817 shares of Common
Stock to Brad K. Cutsinger.
Prior to the pricing of the Offering, Richard O'Neal, the principal
shareholder of Great Western Directories, Inc., one of the Acquired Companies
("Great Western"), expressed disagreement with the effect of the Reverse Stock
Split on certain warrants that had been issued to the stockholders of Great
Western at the time of the execution of the initial acquisition agreement
between AC Corp. and Great Western (the "Warrants"). CPFF and Mr. O'Neal agreed
to engage in good faith negotiations to determine the type and amount of any
consideration appropriately payable by CPFF to the holders of the Warrants
following the consummation of the Offering. If a negotiated settlement cannot be
reached within 45 days after the closing of the Offering, the matter will be
referred to binding arbitration and the cost of such arbitration shall be borne
by CPFF. CPFF agreed not to effect any distribution of ACG Common Stock to its
interest owners prior to the resolution of these matters. The resolution of this
matter is solely between
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Page 9 of 12 Pages
CPFF and the principal shareholder of Great Western. ACG shall have no liability
with respect to the resolution of this matter and no additional shares of ACG
Common Stock or equivalents will be issued in connection therewith. In no event
shall any assets of ACG be used to satisfy any negotiated settlement or
arbitration award.
In addition to the 7,560,780 shares beneficially owned by CPFF, with
respect to which Rod K. Cutsinger shares voting and dispositive power, Rod K.
Cutsinger has sole voting and dispositive power with respect to 76,739 shares of
Common Stock. An officer of ACG has the right to purchase 47,255 of such shares
from Mr. Cutsinger for $5.29 per share within 30 days after the consummation of
the Offering. The shares of Common Stock beneficially owned by Mr. Cutsinger do
not include the 230,418 shares of Common Stock, certificates for which Mr.
Cutsinger had agreed to deliver to four individuals within 15 days of the
closing of the Offering in connection with certain sales of Class A Interests by
CPFF as described above.
Rod K. Cutsinger is a director of ACG, although he is not an employee of
that company. Pursuant to ACG's Non-Qualified Stock Option Plan for Non-Employee
Directors (the "Directors' Plan"), immediately after the closing of the Offering
Rod K. Cutsinger was granted options to acquire 15,000 shares of Common Stock at
an exercise price equal to the initial public offering price of $14 per share.
These options vest in equal annual installments on the first, second and third
anniversaries of the consummation of the Offering. Since he does not have the
right to acquire any of the shares of Common Stock subject to these options
within 60 days of the date of this Schedule 13D, none of such shares are
included in his beneficial ownership of Common Stock.
In addition to the 7,560,780 shares beneficially owned by CPFF, which
respect to which Brad K. Cutsinger shares voting and dispositive power, Brad K.
Cutsinger has sole voting and dispositive power with respect to 47,255 shares of
Common Stock. Also, in mid-1997, the Board of Directors of AC Corp. granted
ten-year options to purchase 175,000 shares of its common stock to Brad K.
Cutsinger at an exercise price of $2.50 per share. In January 1998, Brad
Cutsinger exchanged these options to purchase AC Corp. common stock for
ten-year, fully vested warrants to purchase a like number of shares of Common
Stock at the same exercise price. As a result of the Reverse Stock Split, these
warrants represent the right to purchase 66,157 shares of Common Stock.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The holders of substantially all the shares of Common Stock and warrants
issued in the Acquisitions and the Merger have certain rights to require ACG
(but may not exercise such registration rights for a period of one year
following the closing of the Offering) to register sales of such shares, or
shares acquired pursuant to such warrants, under the Securities Act of 1933, as
amended (the "Securities Act"). If, subsequent to the consummation of the
Offering, ACG proposes to register any of its securities under the Securities
Act, such holders are entitled to notice of such registration and to include
their shares in such registration with their expenses borne by ACG, subject to
the right of an underwriter participating in the offering to limit the number of
shares included in such registration. In addition, the holders of a majority of
such shares of
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Page 10 of 12 Pages
Common Stock have the right to demand after one year from the closing of the
Acquisitions, subject to certain limitations, that ACG file one registration
statement covering sales of their respective shares, and ACG is obligated to pay
the expenses of such registration.
ACG's directors, its executive officers, and certain other stockholders of
ACG, including CPFF, Consolidation Partners and Brad K. Cutsinger, have agreed
that, subject to certain exceptions, during a one-year period following the
effective date of the Registration Statement they will not, without the prior
written consent of PaineWebber Incorporated, offer, sell, contract to sell or
otherwise dispose of any shares of Common Stock, or any securities convertible
into, or exercisable or exchangeable for, Common Stock. In addition, Rod K.
Cutsinger has agreed not to offer or sell any of his shares of Common Stock for
a period ending 18 months after the closing of the Offering, subject to certain
exceptions, in each case without the prior written consent of PaineWebber
Incorporated.
ACG and Rod K. Cutsinger have entered into a Standstill Agreement pursuant
to which Mr. Cutsinger, among other things, agreed that, for three years after
the completion of the Offering, he will not (i) acquire any voting securities of
ACG other than the shares of Common Stock issuable as stock dividends or splits
or upon exercise of his options under the Directors' Plan, (ii) sponsor or
participate in any proxy solicitations, (iii) enter into or form voting trusts,
pooling agreements or "groups", (iv) vote any of his shares of Common Stock in
opposition to the recommendation of the disinterested members of ACG's board of
directors regarding the election or removal of directors and matters relating to
a possible change in control of ACG, or (v) directly or indirectly assist,
encourage or induce any person to bid or acquire any class of securities that is
entitled to vote for the election of directors. Mr. Cutsinger's obligations
under the Standstill Agreement will terminate if he is removed from the Board or
not renominated for election as a director in 2000.
ACG's Board has also agreed, subject to its fiduciary obligations, to
nominate as a director an individual designated by Liberty Cellular, Inc. (the
owner of the 51% of the fiber optic network company not acquired by ACG in the
Acquisitions) ("Liberty") that is reasonably qualified to serve on the board of
directors of a publicly held corporation. This obligation expires on the first
to occur of the tenth anniversary of the closing of the consummation of the
Offering or the reduction of Liberty's ownership of Common Stock below 100,000
shares. Rod. K. Cutsinger has agreed to vote his shares of Common Stock in favor
of Liberty's designee nominated by the Board.
During a hearing on February 23, 1998, before the Bankruptcy Judge in Case
No. 97- 43113-H3-11; IN RE NATIONWIDE LONG DISTANCE, INC.; Adversary No.
98-3097; NATIONWIDE LONG DISTANCE, INC. V. VADACOM, INC., ET AL. (in the United
States Bankruptcy Court for the Southern District of Texas, Houston Division),
Rod K. Cutsinger agreed to retain beneficial ownership of $6.5 million in market
value of Common Stock (valued at the $14 per share initial public offering
price) until he, CPFF and Consolidation Partners received a judgment in their
favor against the plaintiffs in this proceeding.
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Page 11 of 12 Pages
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
A. Form of Lock-Up Agreement signed by Brad K. Cutsinger, CPFF and
Consolidation Partners (incorporated herein by reference to Annex B of
the Underwriting Agreement filed as Exhibit 1.1 to ACG's Registration
Statement on Form S-1 (Registration No.
333-37671)(the "Registration Statement")).
B. Form of Lock-Up Agreement signed by Rod K. Cutsinger (incorporated
herein by reference to Annex C of the Underwriting Agreement filed as
Exhibit 1.1 to the Registration Statement.
C. Form of Standstill Agreement dated as of February 18, 1998, between
ACG and Rod K. Cutsinger (incorporated herein by reference to Exhibit
10.41 to the Registration Statement).
D. Form of Letter Agreement dated February 18, 1998, between Rod K.
Cutsinger and Liberty Cellular, Inc.
E. Agreement among Rod K. Cutsinger, CPFF and Consolidation Partners with
respect to filing of joint Schedule 13D.
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Page 12 of 12 Pages
SIGNATURES
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, each of the undersigned hereby certifies that the information set
forth in this statement is true, complete and correct.
Dated: February 27, 1998.
ROD K. CUTSINGER
Rod K. Cutsinger, Individually
CONSOLIDATION PARTNERS FOUNDING FUND, L.L.C.
By:ROD K. CUTSINGER
Rod K. Cutsinger, Manager
CONSOLIDATION PARTNERS, L.L.C.
By:ROD K. CUTSINGER
Rod K. Cutsinger, Manager
<PAGE>
EXHIBIT D TO
SCHEDULE 13D
ROD K. CUTSINGER
3355 West Alabama, Suite 580
Houston, Texas 77098
February 18, 1998
Liberty Cellular, Inc.
621 Westport Boulevard
Salina, Kansas 67401
Attn: E. Clarke Garnett
Re: Agreement to Vote Advanced Communications Group, Inc. Stock.
Gentlemen:
Pursuant to Section 16.13 of the Agreement and Plan of Exchange dated as of
October 6, 1997 by and among Advanced Communications Group, Inc. ("ACG"),
Advanced Communications Corp., KIN Network, Inc., and Liberty Cellular, Inc.
("Liberty"), as amended by a First Amendment to Agreement and Plan of Exchange
dated as of January 8, 1998 (the "Agreement"), the Board of Directors of ACG has
agreed, subject to its fiduciary obligations, to nominate as a director, at the
expiration of the initial term of the individual appointed to ACG's Board of
Directors pursuant to Section 8.12 and thereafter as long as Liberty
beneficially owns at least 100,000 shares of Common Stock, $.0001 par value of
ACG ("Common Stock"), an individual designated by Liberty that is reasonably
qualified to serve on the board of directors of a publicly held company. As
required by Section 8.12 of the Agreement, I agree to vote all shares of Common
Stock over which I have voting power from time to time in support of each
candidate for director of ACG nominated pursuant to Section 16.13 of the
Agreement.
Please acknowledge your acceptance of these terms by executing this letter below
and returning an original copy to me.
Very truly yours,
Rod K. Cutsinger
ACCEPTED:
LIBERTY CELLULAR, INC.
By:____________________
Name:__________________
Title:_________________
<PAGE>
EXHIBIT E TO
SCHEDULE 13D
The undersigned agree that the Schedule 13D executed by each of them to
which this agreement is attached, and any amendments thereto executed by each of
them, is filed on behalf of each of them.
Dated: February 27, 1998.
/s/ROD K. CUTSINGER
Rod K. Cutsinger, Individually
CONSOLIDATION PARTNERS FOUNDING
FUND, L.L.C.
By: /s/ ROD K. CUTSINGER
Rod K. Cutsinger, Manager
CONSOLIDATION PARTNERS, L.L.C.
By: /s/ ROD K. CUTSINGER
Rod K. Cutsinger, Manager
