TRANSWORLD TELECOMMUNICATIONS INC
8-K, 1997-12-23
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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 (Date of earliest event reported) December 15, 1997


                       TRANSWORLD TELECOMMUNICATIONS, INC.
             (Exact name of registrant as specified in its charter)


                                  PENNSYLVANIA
                         (State or other jurisdiction of
                         Incorporation or Organization)


   001-13410                                                    52-1546434
Commission file number                                        (I.R.S. Employer
                                                             Identification No.)

     102 West 500 South, Suite 320
        Salt Lake City, Utah                                           84101
(Address of principal executive offices)                             (Zip Code)


Registrant's telephone number, including area code (801) 328-5618.





<PAGE>



Item 1.           Changes in Control of Registrant

                  Not applicable.

Item 2.  Acquisition or Disposition of Assets

                  Not applicable.

Item 3.           Bankruptcy or Receivership

         On December  15,  1997,  the  registrant  filed a voluntary  bankruptcy
petition under Title 11 of the United States Code in the United States Bankrupcy
Court for the  District  of Utah,  Central  Division  (bankruptcy  case no.  97B
31618).  Under  Title  11 of the  Bankruptcy  Code,  a  debtor's  estate  may be
reorganized or liquidated  for the benefit of its creditors and equity  holders.
Attempts  at  collection  of  prepetition  claims  against the debtor are stayed
during  the  case  and  the  debtor   generally   operates  its  business  as  a
debtor-in-possession until a plan of reorganization is confirmed.

         The  registrant  intends  to  propose a plan of  reorganization  at the
earliest  practicable  date. It is  anticipated  that the  registrant's  plan of
reorganization,  subject to acceptance and  confirmation as provided under Title
11 of the  Bankruptcy  Code,  will  allow  for the  orderly  liquidation  of the
registrant's  claims  against  various  third  parties  for  breach  of  certain
contractual  agreements,  marshalling of the  registrant's  other assets for the
benefit  of  its   creditors   and  security   holders,   and  provide  for  the
reorganization  or  liquidation  of  the  registrant  and  distribution  of  its
remaining net assets,  if any, after  satisfaction  of creditors to its security
holders.

         Statements  made or  incorporated  in this  report  include a number of
forward-looking  statements  within the meaning of section 27A of the Securities
Act  of  1933  and  Section  21E  of  the  Securities   Exchange  Act  of  1934.
Forward-looking  statements include,  without limitation,  statements containing
the words "anticipates",  "believes",  "expects", "intends", "future", and words
of similar import which express management's belief,  expectations or intentions
regarding the company's future performance or future events or trends.  Reliance
should not be placed on  forward-looking  statements  because they involve known
and unknown  risks,  uncertainties  and other  factors,  which may cause  actual
results,  performance or achievements  of the company to differ  materially from
anticipated future results,  performance or achievements expressly or implied by
such  forward-looking  statements.  In addition,  the  registrant  undertakes no
obligation to publicly update or revise any forward-looking  statement,  whether
as a result of new information, future events or otherwise.

Item 4.           Changes in Registrant's Certifying Accountant

                  Not applicable.



<PAGE>



Item 5.           Other Events

                  Not applicable.

Item 6.           Resignation of Registrant's Directors

                  Not applicable.

Item 7.  Financial Statements, Pro Forma Financial Information and
                  Exhibits

                  Not applicable.

Item 8.  Changes in Fiscal Year

                  Not applicable.

Item 9.           Sales of equity securities pursuant to Regulation S

                  Not applicable.

                                   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.

                                            TRANSWORLD TELECOMMUNICATIONS, INC.



Date: December 18, 1997             By: /s/ Andrew Lowe
                                        E.  Andrew Lowe, Vice President


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