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
June 14, 1996
Date of Report (Date of earliest event reported)
AmeriConnect, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-18654 48-1056927
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
6750 W. 93rd St., Suite 110, Overland Park, Kansas 66212
(Address of principal executive offices)
(913) 341-8888
(Registrant's telephone number, including area code)
Page 1 of
Exhibit Index at Page 5
ITEM 5. OTHER EVENTS.
On June 17, 1996, AmeriConnect, Inc., a Delaware corporation
("AmeriConnect"), and Phoenix Network, Inc., a Delaware corporation ("Phoenix"),
jointly announced that they had entered into an Agreement and Plan of
Reorganization by and among Phoenix, Phoenix Acquisition Corp., a Delaware
corporation and wholly owned subsidiary of Phoenix ("Sub"), and AmeriConnect,
dated as of June 14, 1996 (the "Agreement"). Under the terms of the
Agreement, it is proposed that Sub will merge with and into AmeriConnect (the
"Merger"). Upon consummation of the proposed Merger, AmeriConnect would become
a wholly-owned subsidiary of Phoenix and Sub would cease to exist. The
Agreement is filed herewith as Exhibit 2.1. The Merger, which is intended
to be a tax-free reorganization and is intended to be accounted for as a
pooling-of-interests, is anticipated to close in approximately 90
days subject to, among other things, approval by the stockholders of
AmeriConnect and Phoenix and obtaining any required Hart-Scott-Rodino
clearance.
AmeriConnect and Phoenix issued a press release announcing the proposed
Merger, which is filed herewith as Exhibit 99.1.
Except for the historical information contained herein, the discussion above
contains forward-looking statements that involve risks and uncertainties,
including obtaining approval of the stockholders of AmeriConnect and Phoenix
and obtaining any required Hart-Scott-Rodino clearance, as well as the other
risks detailed from time to time in the Company's SEC reports, including the
report on Form 10-K for the year ended December 31, 1995 and the report on
Form 10-Q for the quarter ended March 31, 1996.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
2.1 Agreement and Plan of Reorganization by and among Phoenix, Sub and
AmeriConnect, dated as of June 14, 1996.
99.1 Press release dated June 17, 1996.
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.
AmeriConnect, Inc.
June 18, 1996 /s/ Robert R. Kaemmer
Robert R. Kaemmer
President and Chief Executive Officer
INDEX TO FINANCIAL STATEMENTS AND EXHIBITS
Exhibit Sequential
Numbers Description Page Number
2.1 Agreement and Plan of Reorganization
by and among Phoenix, Sub and
AmeriConnect, dated as of June 14, 1996.
99.1 Press release dated June 17, 1996.
Exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K. AmeriConnect
hereby undertakes to furnish supplementally copies of any of the omitted
exhibits upon request by the Commission. Exhibits omitted pursuant to Item
601(b)(2) of Regulation S-K. AmeriConnect hereby undertakes to furnish
supplementally copies of any of the omitted exhibits upon request by the
Commission.
