SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
---------------------------
Form T-3
FOR APPLICATION FOR QUALIFICATION OF INDENTURE
UNDER THE TRUST INDENTURE ACT OF 1939
---------------------------
FACILICOM INTERNATIONAL, INC.
(Name of applicant)
1401 New York Avenue, N.W.
Washington, D.C. 20005
(Address of principal executive offices)
SECURITIES TO BE ISSUED UNDER THE INDENTURE TO BE QUALIFIED
TITLE OF CLASS AMOUNT
10 1/2 percent Series B Senior Notes Due 2008 $300,000,000
Approximate date of offering:
June 2, 1998
Name and address of agent for service:
With a copy to:
Morris F. DeFeo, Jr., Esquire
Swidler & Berlin, Chartered
3000 K Street, N.W., Suite 300
Washington, DC 20007
(202) 424-7500
<PAGE>
<PAGE>
GENERAL
1. General information. Furnish the following as to the applicant:
(a) Form of organization: Corporation.
(b) State or other sovereign power under the laws of which
organized: Delaware
2. Securities Act exemption applicable. State briefly the fact
relied upon by the applicant as basis for the claim that registration of the
indenture securities under the Securities Act of 1933 is not required: Not
Applicable.
AFFILIATIONS
3. Affiliates. Furnish a list or diagram of all affiliates of the
applicant and indicate the respective percentages of voting securities or
other bases of control.
PERCENT OF JURISDICTION OF
NAME OWNERSHIP INCORPORATION
1. FaciliCom International, L.L.C. 100% Delaware
2. FCI (GP), L. L.C. 100% Delaware
3. Nordiska Tele8 AB 99% *Sweden
4. Cruisetel AB 100% +Sweden
5. Tele8 - Denmark A/S 100% +Denmark
6. FaciliCom International (UK) Limited 100% *UK
7. FaciliCom International (Hong Kong) Limited 100% *Hong Kong
8. FaciliCom Telekcommunikation GmbH 100% *Germany
______________
* Denotes subsidiary of FaciliCom International, L.L.C.
+ Denotes subsidiary of Nordiska Tele8 AB
Certain directors and executive officers of the Company listed in Item 4
below may also be deemed affiliates of the Company by virtue of their
respective positions with Telegroup Inc.
-2-<PAGE>
<PAGE>
MANAGEMENT AND CONTROL
4. Directors and executive officers. List the names and complete
mailing addresses of all directors and executive officers of the applicant
and all persons chosen to become directors or executive officers. Indicate
all offices with the applicant held or to be held by each person named.
NAME & ADDRESS POSITION
Walter J. Burmeister Chief Executive Officer, President, Director
Anand Kumar Executive Vice President Business Development
Jeffrey J. Guzy Executive Vice President Marketing, Sales &
Product Development
Juan Carlos Valls Executive Vice President Latin America
Christopher S. King Vice President Finance and Administration,
Chief Financial Officer
Donald Dodd Managing Director Operations & Engineering
Peter Gardener Managing Director FCI-U.K.
Robert M. Trehin Managing Director FCI-France
Ronald L. Honselaar Managing Director FCI-Netherlands
Rainer L. Zettl Managing Director FCI-Germany
Kirby J. Campbell Treasurer, Vice President, Director
Dru A. Sedwick Secretary, Vice President, Director
Bryan Cipoletti Director
Robert L. Reed Director
Jay L. Sedwick Director
William C. Stewart Director
-3-
<PAGE>
<PAGE>
5. Principal owners of voting securities. Furnish the following
information as to each person owning 10 percent or more of the voting
securities of the applicant as of April 30, 1998.
Number of shares
of Common Stock Percentage of
Name and Complete Title Of Beneficially Voting Securities
Mailing Address Class Owned Owned Owned
----------------- ----------- ------------------- ---------------
Armstrong International
Telecommunications, Inc.(1) Common Stock 189,641 82.8%
Jay L. Sedwick (2) Common Stock 189,641 82.8%
Walter J. Burmeister (3) Common Stock 38,000 16.6%
Juan Carlos Valls (4) Common Stock 36,100 15.8%
Robert L. Reed (5) Common Stock 36,100 15.8%
- ------------------------
(1) The address for Armstrong International Telecommunications is One
Armstrong Plae, Butler, Pennsylvania 16001.
(2) Represents shares of common stock owned by AIT, a wholly owned subsidiary
of Armstrong. Mr. Sedwick, a director of the Company, is Chairman of the
Board of, and controls, Armstrong. The address for Mr. Sedwick is One
Armstrong Plae, Butler, Pennsylvania 16001.
(3) Represents 36,100 shares of common stock beneficially owned by Mr.
Burmeister through FMG, in which Mr. Burmeister has a 33.3% ownership
interest, and 1,900 shares of common stock that were issued upon
the conversion of Phantom Shares granted pursuant to the 1998 Stock
Option Plan. Mr. Burmeister shares with Messrs. Valls and Reed voting
and investment control with respect to 36,100 shares of common stock owned
by FMG. The address for Mr. Burmeister is c/o Facilicom International,
1401 New York Avenue, N.W., Washington, D.C. 20005.
(4) Represents shares of common stock beneficially owned by Mr. Valls through
FMG, in which Mr. Valls has a 33.3% ownership interest. The address for
Mr. Valls is c/o Facilicom International, 1401 New York Avenue, N.W.,
Washington, D.C. 20005. Mr. Valls shares with Messrs. Burmeister and
Reed voting and investment control with respect to 36,100 shares of
common stock owned by FMG.
(5) Represents shares of common stock owned beneficially by Mr. Reed through
FMG, in which Mr. Reed has a 33.3% ownership interest. The address for
Mr. Reed is c/o Facilicom International, 1401 New York Avenue, N.W.,
Washington, D.C. 20005. Mr. Reed shares with Messrs. Burmeister and
Valls voting and investment control with respect to 36,100 shares of
common stock owned by FMG.
-4-<PAGE>
<PAGE>
UNDERWRITERS
6. Underwriters. Give the name and complete mailing address of (a)
each person who, within three years prior to the date of filing the
application, acted as an underwriter of any securities of the obligor which
were outstanding on the date of filing the application, and (b) each proposed
principal underwriter of the securities proposed to be offered. As to each
person specified in (a), give the title of each class of securities
underwritten.
(a) Senior Notes due 2008 of the Company: Lehman Brothers Inc., 3
World Financial Center, 4th Floor, New York, New York 10285 and BT Alex.
Brown, 1 South Street, Baltimore, MD 21202
-
-5-<PAGE>
<PAGE>
CAPITAL SECURITIES
7. Capitalization. (a) Furnish the following information as to each
authorized class of securities of the applicant.
(a) As of April 30, 1998, the following table sets forth
information as to each authorized class of securities of the Company:
TITLE OF CLASS AMOUNT AUTHORIZED AMOUNT OUTSTANDING
-------------- ----------------- ------------------
Common Stock 300,000 228,924
-6-
<PAGE>
<PAGE>
INDENTURE SECURITIES
8. Analysis of indenture provisions. Insert at this point the
analysis of indenture provisions required under section 305(a)(2) [paragraph
42,191] of the Act.
The Notes (which are more fully described in the Offering Memorandum
dated January 28, 1998 and Prospectus dated June 2, 1998) were issued pursuant
to an Indenture (the Indenture dated January 28, 1998, is filed as an exhibit
to the applicant's form S-4 filed on March 20, 1998, the "Indenture") between
the Company and the State Street Bank and Trust Company, as trustee, and are
in aggregate principal amount $300 million. The terms of the Notes include
those provisions contained in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939, as amended (the
"TIA"). The Notes are subject to all such terms and investors are referred to
the Indenture and the TIA for a statement thereof.
The Notes are senior obligations of the Company, limited to $300.0
million aggregate principal amount, and will mature on January 15, 2008. The
Notes bear interest at the rate of 10 1/2 percent per annum, payable
semiannually in arrears on January 15 and July 15 of each year, commencing
July 15, 1998, to the person in whose name the Note (or any predecessor Note)
is registered at the close of business on the preceding January 1 or July 1,
as the case may be. Interest will be computed on the basis of a 360-day year
of twelve 30-day months.
The Notes will be redeemable at the option of the Company, in whole or in
part, at any time on or after January 15, 2003, at the redemption prices set
forth therein, plus accrued and unpaid interest and Liquidated Damages (as
defined), if any, thereon to the date of redemption. In addition, at any time
prior to January 15, 2001, the Company may redeem from time to time up to
35.0% of the originally issued aggregate principal amount of the Notes at the
redemption price set forth therein plus accrued and unpaid interest and
Liquidated Damages, if any, to the date of redemption with the Net Cash
Proceeds (as defined) of one or more Public Equity Offerings (as defined);
provided that at least 65.0% of the originally issued aggregate principal
amount of the Notes remains outstanding after such redemption. In the event
of a Change in Control (as defined), each holder of the Notes will have the
right to require the Company to purchase all or any part of the holder's Notes
at a purchase price in cash equal to 101.0% of the aggregate principal amount
thereof, plus accrued and unpaid interest and Liquidated Damages, if any, to
the date of purchase.
9. Other obligors. Give the name and complete mailing address of any
person, other than the applicant, who is an obligor upon the indenture
securities: Not Applicable.
-7-<PAGE>
<PAGE>
Contents of application for qualification. This application for
qualification comprises --
(a) Pages numbered 1 to 9, consecutively.
(b) The following exhibits in addition to those filed as a part of
the statement of eligibility and qualification of each trustee:
Exhibit
Number Description
- -------- -------------------
T3A Certificate of Amendment of Certificate of
Incorporation of FaciliCom International, Inc. (1)
T3B Bylaws of FaciliCom International, Inc. (1)
T3C Indenture between Facilicom International, Inc. and
State Street Bank and Trust Company, as Trustee, dated
as of January 28, 1998 for 10 1/2 percent Senior Notes
due 2008 (1)
T3D Not Applicable
T3E Prospectus dated June 2, 1998 (2)
T3F Cross-reference sheet showing the location in the
indenture of the provisions inserted therein pursuant
to Section 310 through 318(a) of the Trust Indenture
Act of 1939.
T3G Trustee's Statement of Eligibility on Form T-1 under
the Trust Indenture Act of 1939. (1)
- ----------------------
(1) Previously filed as Exhibits to Form S-4, SEC Registration Statement
File Number 333-48371.
(2) Previously filed as part of Form S-4, SEC Registration Statement File
Number 333-48371.
-8-
<PAGE>
<PAGE>
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
applicant, Facilicom International Inc., a corporation organized and existing
under the laws of the State of Delaware, has duly caused this application to
be signed on its behalf by the undersigned, thereunto duly authorized, and its
seal to be hereunto affixed and attested, all in the city of Washington,
District of Columbia, on the 2nd day of June, 1998.
Facilicom International Inc.
By: /s/ Christopher S. King
----------------------------
Name: Christopher S. King
Title: Vice President-Finance and
Administration and Chief
Financial Officer
-9-
<PAGE>
<PAGE>
Exhibit T3F
Reconciliation and tie between Trust Indenture Act of 1939 and Indenture,
dated as of October 23, 1997.
Trust Indenture Act Section Indenture Section
Section 310(a)(1) 7.11
(a)(2) 7.11
(a)(3) N.A.
(a)(4) N.A.
(a)(5) 7.11
(b) 7.09; 7.11; 10.02
(c) N.A.
Section 311(a) 7.12
(b) 7.12
(c) N.A.
Section 312(a) 2.05
(b) 10.03
(c) 10.03
Section 313(a) 7.07
(b) 7.07
(c) 7.07; 10.02
(d) 7.07
Section 314(a) 4.07; 10.02
(b) N.A.
(c)(1) 10.04
(c)(2) 10.04
(c)(3) N.A.
(d) N.A.
(e) 10.05
Section 315(a) 7.01(b)
(b) 7.05
(c) 7.01(a)
(d) 7.01(c)
(e) 6.11
Section 316(a) (last sentence) 2.09
(a)(1)(A) 6.05
(a)(1)(B) 6.04
(a)(2) N.A.
(b) 6.07
Section 317(a)(1) 6.08
(a)(2) 6.09
(b) 2.04
Section 318(a) 10.01
(c) 10.01
- -------------------
Note: This reconciliation and tie shall not, for any purpose, be deemed to be
a part of the indenture.
