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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
DECEMBER 10, 1996
Date of Report (Date of earliest event reported)
SA TELECOMMUNICATIONS, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 0-18048 75-2258519
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
1600 PROMENADE CENTER, 15TH FLOOR
RICHARDSON, TX 75080
(Address of Principal Executive Offices) (Zip Code)
(972) 690-5888
(Registrant's Telephone Number, Including Area Code)
N/A
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
SA Telecommunications, Inc. issued the press release which is attached as
Exhibit 20.1 hereto on December 10, 1996, which press release is incorporated
herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
Exhibit No. Document Description
20.1* Press Release of SA
Telecommunications, Inc.
dated December 10, 1996
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*Filed herewith
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
SA TELECOMMUNICATIONS, INC.
DATE: December 10, 1996 BY: /s/ Jack W. Matz, Jr.
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Jack W. Matz, Jr.
Chairman and
Chief Executive Officer
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EXHIBIT INDEX
EXHIBIT NO. DOCUMENT DESCRIPTION
20.1 Press Release of SA Telecommunications, Inc. dated
December 10, 1996
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EXHIBIT 20.1
SA TELECOMMUNICATIONS SIGNS LETTER OF INTENT
TO ACQUIRE ADDTEL COMMUNICATIONS, INC.
DALLAS, TEXAS, December 10, 1996 -- SA Telecommunications, Inc. (NASDAQ-STEL)
and Addtel Communications, Inc. today jointly announced that they signed a
letter of intent for STEL to acquire all of the stock of Addtel, a private
California-based switchless reseller offering retail and wholesale long distance
services in California and nine other states. The transaction is currently
anticipated to be completed by year-end.
Addtel's unaudited revenues for the year ended May 31, 1996 were approximately
$16.5 million and for the four month period ended September 30, 1996, unaudited
revenues were approximately $9.7 million. Consummation of the transaction is
subject to various terms and conditions, including but not limited to
satisfactory completion of the Company's due diligence review of Addtel, an
audit of Addtel's financial statements, and regulatory approvals.
Mr. Jack W. Matz, Jr., Chairman and Chief Executive Officer of SA
Telecommunications, Inc. stated "Today's announcement represents a
continuation of the Company's overall strategy to continue to grow through
internal growth and acquisitions. The primary consideration for STEL
management was the fact that we can use Addtel's sales channels for our full
service line of telecommunications products. In addition, Addtel is an
excellent choice because its primary customer market is adjacent to our
footprint in the southwest United States, which we believe makes a logical
extension of our network."
Mr. Tony C. Lonstein, Chairman and Chief Executive Officer of Addtel
Communications, Inc. stated: "We recognize that the potential advantages of
joining with a strong switch-based carrier will significantly enhance our
ability to be a full service provider to our existing customers and agents.
These additional services will include paging, Internet access, wireless
service, enhanced debit cards and local service resale."
In addition, on May 31, 1996, STEL's stockholders approved a proposed reverse
stock split of not less than one share of Common Stock for every two shares of
the Company's then issued Common Stock nor more than one share of Common Stock
for every three shares of the Company's then issued Common Stock, subject to the
Board of Directors of the Company determining whether such reverse stock split
is in the best interests of the Company and setting the specific exchange ratio.
On November 27, 1996, the Company's Board of Directors determined not to
effect a reverse stock split at this time and may or may not reconsider the
matter at a later date.
SA Telecommunications, Inc., headquartered in Richardson, Texas, is a
regional, full service, switched-based interexchange carrier, and an
authorized reseller of Southwestern Bell's local telephone services in Texas,
with operations, sales, offices and customer service centers situated
throughout a contiguous eight state region in 26 locations. The Company
serves primarily commercial accounts in the southwestern and south central
United States, providing its customers voice, Internet access, wireless, and
other advanced data services, originating and terminating service over its
own network facilities.
This press release contains forward looking statements that involve risks and
uncertainties. Actual
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results may differ materially from those expressed or implied by such forward
looking statements.
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For more information, contact Michelle Appleby, Director of Corporate
Communications, SA Telecommunications, Inc., Tel (800) 999-0395, Fax (972)
889-1543, Investor Relations Toll Free at 1-888-783-5872 or visit our
Internet Home Page at http://www.satele.com
