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) January 17, 1996
AmeriConnect, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-18654 48-1056927
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification
No.)
6750 West 93rd Street, Suite 110, Overland Park, Kansas 66212
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (913) 341-8888
(Former name, former address, if changed since last report)
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Item 5. Other Events.
AmeriConnect, Inc. ("AmeriConnect") and Phoenix Network, Inc.
("Phoenix") issued a joint press release on January 17, 1996, a copy of
which press release is attached hereto as Exhibit 99, relating to their
announcement that they have signed a letter of intent to merge
AmeriConnect and Phoenix in a stock-for-stock transaction.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
99 Press Release, issued January 17, 1996
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SIGNATURE
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.
Date: January 17, 1996 By: /s/ Robert R. Kaemmer
Robert R. Kaemmer
Chairman of the Board, Chief
Executive Officer and President
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EXHIBIT INDEX
Exhibit Sequentially
Number Exhibit Numbered Page
99 Press Release, issued January 17, 1996 5
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EXHIBIT 99
NEWS RELEASE
Phoenix Network and AmeriConnect to Merge
SAN FRANCISCO, CA; OVERLAND PARK, KS -- January 16, 1996 -- Phoenix Network,
Inc. (AMEX:PHX), a San Francisco, California-based long distance reseller and
provider of value-added telecommunications services, and AmeriConnect, Inc.
(NASD:AMCT), an Overland Park, Kansas-based long distance reseller and
provider of value-added telecommunication services, announced today that they
have signed a letter of intent to merge these two long distance companies in a
stock-for-stock transaction. The parties intend to negotiate a definitive
merger agreement in the next several weeks. In the merger, Phoenix Network,
Inc. expects to issue approximately 4 million new shares in exchange for the
outstanding shares of AmeriConnect, Inc. The closing will take place on or
about May 15, 1996, pending the obtaining of all necessary regulatory
approvals and approval of the shareholders of both companies. The merger will
be accounted for as a pooling of interests.
In describing the merger with AmeriConnect, Wallace Hammond, President and CEO
of Phoenix Network, said "Phoenix and AmeriConnect are a good fit because the
two companies are so similar. We use the same carriers, our operations are
similar and we have both performed under the scrutiny of public ownership for
quite some time. The merger represents tremendous opportunities for both
companies because of the underlying synergies which these similar operations
produce. Having like carriers will allow us to further reduce our carrier
costs on both the Phoenix Network and AmeriConnect traffic. Additionally, the
combined company will gain efficiencies by bringing in house certain of
AmeriConnect's provisioning and billing functions, which AmeriConnect now
outsources, as well as gain economies of scale in customer service and
administrative areas."
"The thing that makes this deal even more appealing is that the combined
entity will have as an executive a respected industry leader like Bob
Kaemmer," Hammond continued. "I am very pleased that Bob will be a Vice
President of the surviving company and the head of its midwest operations.
His management expertise and industry-wide knowledge will also be utilized as
the company steps up its acquisition activities and continue on the path of
disciplined revenue growth which is accretive to earnings per share."
Robert R. Kaemmer, AmeriConnect's President and CEO, said "We are extremely
excited by the prospect of joining AmeriConnect and Phoenix as a single team.
When we first contemplated a merger with another company, we recognized that,
upon the closing of the transaction, our shareholders would be shareholders of
the surviving company. Phoenix's positive operating results over the last six
fiscal quarters and our confidence in their growth strategy were two of the
determining factors in our decision to join forces in a move which we believe
will position the combined company to be successful in the resale industry."
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Phoenix Network, Inc. is one of the nation's largest and oldest publicly
traded long distance resellers. In addition to its core long distance
offerings, Phoenix Network provides conference calling, travel cards, debit
cards, international call-back, Internet access, custom invoices, management
reports and a variety of additional products and services.
AmeriConnect, Inc. is a switchless reseller providing long distance and other
telecommunication services targeted toward small to medium-sized businesses,
which services include switched and dedicated WATS services, 800 services,
travel card services, international calling, digital data line service,
conference calling, debit cards, Internet access, and customized billing and
telemanagement services.
Contact: Phoenix Network, Mary Ellen Warner, Investor Relations, at
(415) 399-3352
AmeriConnect, Janet Flynn, Investor Relations, at (913) 341-8888.
