=============================================================================
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): September 11, 2000
TIME WARNER TELECOM INC.
(Exact name of registrant as specified in its charter)
---------------------------
Delaware [ ] 84-1500624
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification Number)
---------------------------
10475 Park Meadows Drive
Littleton, Colorado
80124
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (303) 566-1000
5700 S. Quebec Street
Greenwood Village, Colorado
80111
(Former name or former address, if changed since last report)
=============================================================================
<PAGE>
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On September 11, 2000, Time Warner Telecom Inc. ("Time Warner
Telecom") announced that it had entered into an Asset Purchase Agreement to
acquire substantially all of the assets of GST Telecommunications, Inc.
("GST"). These assets include: local and regional fiber networks in the
Western United States; network operations center in Vancouver, Washington;
SS7 networks; voice and data switches; and substantially all other assets,
excluding customers and certain assets in Hawaii and certain of GST's
non-core businesses.
The Asset Purchase Agreement provides for cash consideration of $640
million, plus the assumption of certain liabilities and fees, up to a total
purchase price of $690 million. The closing of the transaction is subject
to delivery and satisfaction with disclosure schedules, obtaining
bankruptcy court and regulatory approval and certain other customary
closing conditions.
The Asset Purchase Agreement is attached hereto as Exhibit 2.1 and is
hereby incorporated herein by reference. The press release issued by Time
Warner Telecom on September 11, 2000, with respect to the transaction is
attached hereto as Exhibit 99.1 and is hereby incorporated herein by
reference.
Item 7. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
Pursuant to the instructions to Item 7 of Form 8-K, the financial
information required by Item 7(a) will be filed by Amendment within
60 days of the date of this filing.
(b) Pro forma financial information.
Pursuant to the instructions to Item 7 of Form 8-K, the financial
information required by Item 7(b) will be filed by Amendment within
60 days of the date of this filing.
(c) Exhibits.
2.1 Asset Purchase Agreement.
99.1 Press Release dated September 11, 2000 of Time Warner Telecom.
1
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
TIME WARNER TELECOM INC.
Date: September 18, 2000 By: /s/ Tina Davis
--------------------------------
Name: Tina Davis
Title: Vice President and
Assistant General Counsel
2
<PAGE>
EXHIBIT INDEX
Exhibit No. Description of the Exhibit
----------- --------------------------
2.1 Asset Purchase Agreement.
99.1 Press Release dated September 11, 2000 of Time Warner Telecom.
