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FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For March 21, 2000
TRICOM, S.A.
(Translation of registrant's name into English)
AVENIDA LOPE DE VEGA NO. 95, SANTO DOMINGO, DOMINICAN REPUBLIC
(Address of principal executives offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.
Form 20-F X Form 40-F
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Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the information to
the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.
Yes No X
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If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82-_________
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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.
TRICOM, S.A.
Dated March 21, 2000 By: /s/ Carl H. Carlson
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Name: Carl H. Carlson
Title: Executive Vice President
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TRICOM FILES REGISTRATION STATEMENT FOR COMMON STOCK; ANNOUNCES PRIVATE OFFERING
OF $300 MILLION SENIOR NOTES AND TENDER OFFER FOR OUTSTANDING 11 3/8% NOTES DUE
2004
Santo Domingo / Dominican Republic - March 20, 2000 - TRICOM, S.A. ("TRICOM")
(NYSE: TDR), a leading integrated communications service provider in the
Dominican Republic, today announced that it has filed a registration statement
in connection with a public offering of 4,000,000 newly issued American
depositary shares ("ADSs"). Each ADS represents one share of TRICOM's Class A
common stock. After the offering there will be outstanding approximately
28,844,544 shares, assuming the underwriters do not exercise an over-allotment
option for an additional 600,000 shares granted by TRICOM. TRICOM intends to use
the net proceeds for capital expenditures associated with increasing the
capacity and coverage of our local access, mobile and data networks and with
expanding our international facilities to support increased traffic volume and
to fund working capital. Bear, Stearns & Co. Inc. and Morgan Stanley Dean Witter
are acting as joint book running managers.
TRICOM has also announced a concurrent private offering, not registered under
the Securities Act, of $300 million of senior notes (the "New Notes") under rule
144A and that it has commenced a fixed price tender offer for all of its
outstanding 11 3/8% senior notes due 2004 (the "Notes"). TRICOM has $200 million
of the Notes outstanding. Concurrently with the tender offer, TRICOM is
soliciting consents from the holders of the Notes to amend the Indenture under
which the Notes were issued. The New Notes offering is not contingent on the
tender offer.
A registration statement relating to the ADSs has been filed with the Securities
and Exchange Commission, but has not yet become effective. These securities may
not be sold nor may offers be accepted prior to the time the registration
statement becomes effective. This communication shall not constitute an offer to
sell or the solicitation of an offer to buy, nor shall there be any sale of
these securities in any state in which such an offer, solicitation or sale would
be unlawful prior to the registration or qualification under the securities laws
of any state.
The tender offer will expire at 5:00 p.m., New York City time, on Monday April
17, 2000, unless extended or earlier terminated. The consent solicitation will
expire at 5:00 p.m., New York City time, on Monday, April 3, 2000, unless
extended or earlier terminated.
The total consideration for each $1,000 principal amount of Notes validly
tendered and not revoked on or prior to the expiration date of the tender offer
will be $1,056.88 per $1,000 principal amount on the Notes. Of the total
consideration, $20.00 per $1,000 principal amount of the Notes is attributable
to the consent payment. Holders who validly tender Notes will also be paid
accrued and unpaid interest up to, but not including, the date of payment of the
Notes. Holders who validly tender their Notes after the expiration of the
consent solicitation will receive only the purchase price for the Notes, but not
the consent payment. The purchase price will equal the total consideration minus
the consent payment.
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The terms of the tender offer and consent solicitation, including the conditions
to TRICOM's obligations to accept the Notes tendered and consents delivered and
pay the purchase price and make the consent payment, are set forth in TRICOM's
Offer to Purchase and Consent Solicitation Statement, dated March 20, 2000. The
tender offer is conditioned upon, among other things, the Company having entered
into arrangements on terms acceptable to the Company, in its sole discretion
(including, without limitation, as to terms and amounts) with respect to the
financing necessary to complete the offer and related transactions, including
financing to implement the Company's business plan. TRICOM may amend, extend or
terminate the tender offer and consent solicitation at any time in its
discretion without making any payments with respect thereto.
Bear, Stearns & Co. Inc. is the dealer manager for the tender offer and the
solicitation agent for the consent solicitation. Questions or requests for
assistance may be directed to Bear, Stearns & Co. Inc. (telephone 877-696-BEAR).
Requests for documentation may be directed to D.F. King & Co., Inc., the
information agent for the tender offer and the consent solicitation (telephone
800-488-8075).
ABOUT TRICOM
TRICOM is a full-service telecommunications provider in the Dominican Republic.
Through the only completely digital local access network in the Dominican
Republic, a wireless network covering 80% of the population and our submarine
fiber optic cable systems, we offer local, long distance, mobile, Internet and
broadband data transmission services. Through our subsidiary, TRICOM USA, Inc.,
we own switching facilities in New York and are one of the few Latin American
long distance carriers licensed in the United States. For more information,
visit TRICOM'S Web site at HTTP://WWW.TRICOM.NET, or phone (809) 476-4044.
THIS PRESS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS CONCERNING THE COMPANY'S
ANTICIPATED FUTURE OPERATING RESULTS, FUTURE REVENUES AND EARNINGS OR ADEQUACY
OF FUTURE CASH FLOW. (THESE FORWARD-LOOKING STATEMENTS INCLUDE, BUT ARE NOT
LIMITED TO, STATEMENTS CONTAINING THE WORDS "EXPECT", "BELIEVE", "WILL", "MAY",
"SHOULD", "PROJECT", "ESTIMATE" AND LIKE EXPRESSIONS, AND THE NEGATIVE THEREOF.)
THESE STATEMENTS ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL
RESULTS TO DIFFER MATERIALLY FROM THE STATEMENTS, INCLUDING THE RISKS ATTENDANT
TO A GROWING BUSINESS IN A NEW INDUSTRY AS WELL AS THOSE RISKS DESCRIBED IN THE
COMPANY'S QUARTERLY OR ANNUAL REPORT.
Contact:
TRICOM, S.A.
Jaime Garcia
Ph: 809/476-4054
e-mail: [email protected]
or
Strategic Growth International, Inc.
Richard Cooper / Robert Schatz
Ph: 516/829-7111
e-mail: [email protected]
