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FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 12, 1999
Advanced Communications Group, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 001-13875 76-0549396
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
390 S. Woods Mill Road, Suite 150, St. Louis, Missouri 63017
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (314) 205-8668
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(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS.
The Company's press release dated April 12, 1999, is incorporated
herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
C. Exhibits
99 Additional Exhibits
(a) Press Release issued by Advanced Communications Group,
Inc. dated April 12, 1999
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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 hereunto duly authorized.
ADVANCED COMMUNICATIONS GROUP, INC.
By: /s/ James F. Cragg
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James F. Cragg
President and Chief Operating Officer
Date: April 14, 1999
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EXHIBIT INDEX
These Exhibits are numbered in accordance with the Exhibit Table of Item
601 of Regulation S-K:
Exhibit No. Description
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1 Omitted - Inapplicable.
2 Omitted - Inapplicable.
4 Omitted - Inapplicable.
16 Omitted - Inapplicable.
17 Omitted - Inapplicable.
20 Omitted - Inapplicable.
23 Omitted - Inapplicable.
24 Omitted - Inapplicable.
27 Omitted - Inapplicable.
99 Press Release issued by Advanced Communications Group, Inc.
dated April 12, 1999.
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EXHIBIT 99
ADVANCED COMMUNICATIONS GROUP, INC.
390 South Woods Mill Road, Suite 150, St. Louis, Missouri 63017, 314-205-8668
NEWS RELEASE
CONTACT: Advanced Communications, Group, Inc.
314/205-8668
James R. Altemus (Media/General)
David J. Gould (Financial Community)
ADVANCED COMMUNICATIONS ANNOUNCES THE PLANNED ACQUISITION
OF WORLDPAGES.COM AND YPtel CORPORATION
ACG CHANGES NAME TO WORLDPAGES.COM UPON THE CLOSING OF THE ACQUISITION
ST. LOUIS (April 12, 1999) Advanced Communications Group, Inc. (ACG, listed
NYSE: ADG) today announced its board of directors approved a letter of intent to
acquire the outstanding stock of YPtel Corporation, WebYP, Inc. (d/b/a
WorldPages.com) and a related company, Big Stuff, Inc. The corporation will be
re-named Worldpages.com and its stock will continue to be traded on the NYSE
under a new symbol to be released upon completion of the transaction. The
company expects to issue approximately 15 million additional common shares for
the acquisitions and expects to complete the transaction during the 3rd quarter.
Its completion is subject to negotiating definitive documentation, shareholder
approval, and regulatory approvals.
Commenting on the transaction, Richard O'Neal, Chairman and CEO of ACG said,
"This is a very significant and sound strategic move for ACG. There is
tremendous fit between the companies that we are acquiring and consolidating
under the Worldpages.com umbrella." Worldpages was chosen by PC Magazine in
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January 1999, as one of the Internet's top 100 web sites. O'Neal added, "We
believe that this move will generate exceptional returns for shareholders both
today and over the long term." O'Neal will continue as Chairman and CEO of
WorldPages.com and has agreed to convert a $15 million note owed by ACG into
ACG common stock in support of the new company, which is included in the above
shares to be issued by the Company.
The company is evaluating its strategic options in the telephone business,
including the possible sale of those operations. Several interim financing
alternatives are also being evaluated.
-more-
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ADVANCED COMMUNICATIONS
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By combining the yellow page customers of YPtel Corporation and ACG, the new
operation will be vertically integrated with both Internet and print directories
in 41 markets in 7 states. Both companies introduced yellow page directories in
two new markets in 1998. ACG entered the Austin, TX market and Pacific Coast
Publishing (YPtel Corporation) introduced a new directory in Portland, OR.
Network expansion will be accelerated through the strategic partnerships that
now exist between 82 independent yellow page companies and WorldPages.com that
provide market coverage throughout America. "The combined publishing and
e-commerce revenue and EBITDA of the merging companies totaled approximately $83
million and $15 million, respectively, for 1998," stated O'Neal.
Worldpages has been ranked by both PC Magazine and The Wall Street Journal as
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being ranked as one of the top 100 web sites and top 100 most useful web sites
respectively. It also has working relationships with many industry leaders such
as Microsoft, Netscape, Packard Bell and Sony/ETAK. "These business
relationships position WorldPages.com to become one of the premier facilitators
of local e-commerce," according to O'Neal.
Through WorldPages.com, customers have direct access to:
* 112 million U.S. and Canadian white and yellow page listings
* 9 million e-mail addresses
* 30 million URLs
* links to over 200 directories worldwide.
WorldPages.com was founded and designed by some of the industry's most
experienced yellow page publishers to be a fast, "user friendly" service that
facilitates bringing buyers and sellers together. Richard O'Neal adds,
"WorldPages is the ultimate reference tool, helping consumers find information
needed to make a purchase. The comprehensive, intuitive electronic directory
searches across town or across the world for anyone, any place, any thing."
-more-
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ADVANCED COMMUNICATIONS
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ACG also approved a letter of intent to acquire YPtel Corporation, and its
subsidiaries, YPtel, Inc. and Pacific Coast Publishing, Ltd. Pacific Coast is a
leading yellow pages publisher located in Tacoma, Washington. Over the last
three years Pacific Coast has grown its revenue at an annual compounded rate of
29% and has achieved a 38% rate of growth in its earnings before interest,
taxes, depreciation and amortization and non-recurring shareholder remuneration
(EBITDA). Pacific Coast produced approximately $33 million of revenue and over
$7.3 million of EBITDA for its fiscal year ending October 31, 1998. YPtel,
founded in 1984, has 300 employees, 29,000 business customers and distributes
approximately 2.8 million directories to consumers in Washington, Oregon, Utah
and Arizona.
WorldPages.com mission is to facilitate transactions between buyers and sellers
worldwide by establishing the world's premier Internet yellowpages network that
is integrated with wholly-owned local print yellow page directories.
To accomplish this mission, WorldPages.com plans to:
* establish WorldPages.com as a top "Branded" portal site for e-commerce
* expand its wholly-owned print directory network
* leverage the close relationship it has with approximately 60,000
business customers
* brand each of its print directories with the WorldPages.com name
* capitalize on the competitive advantage of having a direct sales
force of over 400 agents to help the company's 60,000 customers move into
e-commerce.
The Company also announced that it will reorganize its board of directors
and senior management team upon the consummation of the transaction. The new
team will include the following key members: Chairman & CEO, Richard O'Neal;
President & COO, Douglas G. McIntyre; Chief Financial Officer, Edward Truant.
-more-
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ADVANCED COMMUNICATIONS
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In addition, John A. Woodall will continue in his key management role at Pacific
Coast Publishing, as will Rick Klein and Dick Reid in their leadership positions
with Worldpages. An eight-member board of directors will be composed of three
nominees from each of the current boards. Current nominees include Wilmot L.
Matthews, Chairman of YPtel, Robert E. Flynn, and George D. Anderson also from
YPtel and Richard O'Neal, Robert F. Benton and Marvin C. Moses from ACG.
For more information concerning the companies, please visit www.worldpages.com
and www.acginc.net
