FOCAL COMMUNICATIONS CORP
8-K, 2000-01-04
RADIOTELEPHONE COMMUNICATIONS
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                       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 January 3, 2000
               (Date of earliest event reported: January 3, 2000)

                        FOCAL COMMUNICATIONS CORPORATION

             (Exact name of Registrant as specified in its charter)


          Delaware                 333-49397                   36-4167094
         (State of          (Commission File Number)          (IRS Employer
      incorporation)                                      Identification Number)

         200 North LaSalle Street, Suite 1100, Chicago, Illinois 60601
                    (Address of Principal Executive Offices)

                                 (312) 895-8400
              (Registrant's telephone number, including area code)

                                Not applicable.
         (Former name or former address, if changed since last report)
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          ITEM 5.  OTHER EVENTS

          On January 3, 2000, the Registrant issued a press release, a copy of
which is attached hereto as Exhibit 99.1 and incorporated by reference herein.

          ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
                   EXHIBITS

          (c)  Exhibits

          99.1 Press Release issued by the Registrant dated January 3, 2000.

                                       2
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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.


                                            FOCAL COMMUNICATIONS CORPORATION

                                            By: /s/ Joseph A. Beatty
                                                --------------------------------
                                                    Joseph A. Beatty
                                                    Executive Vice President and
                                                    Chief Financial Officer


Dated: January 3, 2000

                                       3
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                                 Exhibit Index

Exhibit No.        Description
- -----------        -----------

    99.1       Press Release issued by the Registrant dated January 3, 2000

                                       4

<PAGE>

                                                                  EXHIBIT 99.1

Focal Contacts:
- ---------------

Investor Relations:
Debra O'Shea
Director of Investor Relations
312-895-8427

Media Relations:
Arianne Venuso
Senior Manager Public Relations
312-895-8274

FOR IMMEDIATE RELEASE

 Focal Communications Corporation Announces $200 Million Private Debt Offering

CHICAGO, January 3, 2000 -- Focal Communications Corporation (Nasdaq:FCOM),
today announced that it is proposing to issue $200 million in aggregate
principal amount of Senior Notes due 2010 (the "Notes") in a private placement
to qualified institutional investors in accordance with Securities Exchange
Commission Rule 144A and outside of the United States in accordance with
Regulation S under the Securities Act of 1933. These securities have not been
registered under the Securities Act and may not be offered or sold in the United
States absent registration or an applicable exemption from registration
requirements.

Focal expects the net proceeds of this offering will be used to finance the cost
to acquire equipment and network assets; to fund operating losses; for working
capital and potential acquisitions; and for general corporate purposes.

The foregoing discussion regarding Focal Communications Corporation contains
forward-looking statements. Focal's future performance is subject to numerous
risks and uncertainties that could cause actual results to deviate substantially
from those discussed in these forward-looking statements. Factors that could
impact future results include but are not limited to: the successful execution
of Focal's expansion activities into new geographic markets on a timely and
cost-effective basis; the successful introduction and expansion of voice and
data service offerings on a timely and cost-effective basis; the pace at which
new competitors enter Focal's existing and planned markets; competitive
responses of other carriers; the execution of interconnection agreements with
incumbent local exchange carriers on terms satisfactory to Focal; acceptance of
Focal's services by new and existing customers; Focal's ability to raise
sufficient capital on acceptable terms and on a timely basis; the outcome of
legal and regulatory proceedings regarding reciprocal compensation for
Internet-related calls; the ability to successfully provision HDSL2 services,
the ability to attract and retain talented employees; effective management of
administrative, technical and operational issues presented by Focal's expansion
plans; Focal's ability to successfully address Year 2000 remediation issues and
Focal's ability to successfully access markets, install switching electronics,
and obtain the use of fiber transport facilities and any required governmental
authorizations, franchises or permits, all in a timely manner, at reasonable
costs and on satisfactory terms and conditions, as well as regulatory and
judicial developments that could cause actual results to differ materially from
the future results indicated, expressed or implied, in such forward-looking
statements. Investors are directed to examine Focal's SEC filings, which more
fully describe the risks and uncertainties associated with Focal's business.

                                    -more-
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About Focal

Focal Communications Corporation (www.focal.com) is a rapidly growing
facilities-based communications provider. Headquartered in Chicago, Focal offers
innovative data and voice services to large corporations, value-added resellers
and Internet service providers across the United States. Focal's common stock is
traded on the Nasdaq National Market under the symbol FCOM.

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