UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Sections 13 and 15(d) of
the Securities Exchange Act of 1934
February 16, 2000
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 Of (Commission (IRS Employer
Incorporation) File Number) Identification No.)
None
(Address of Principal Executive Office)
None
(Registrant's Telephone Number, Including Area Code)
1600 Promenade Center, 15th Floor
Richardson, TX 75080
(972) 690-5888
(Former Name or Former Address,
if Changed Since Last Report)
<PAGE>
ITEM 5. OTHER EVENTS
As previously reported, SA Telecommunications, Inc. and its
subsidiaries (collectively, the "Company") filed petitions for relief under
Chapter 11 of the United States Bankruptcy Code (the "Bankruptcy Code") in the
United States Bankruptcy Court for the District of Delaware (the "Bankruptcy
Court") (Cases No. 97-2395 through 97-2401). Since that date, the Company has
continued as a debtor-in-possession pursuant to the Bankruptcy Code.
On May 14, 1999, the Company filed a press release announcing the
filing of its Chapter 11 Liquidating Plan and a draft of the associated
Disclosure Statement. Since that time, as a result of a decrease in the value of
the Company's assets, the Company has fully ceased operations and no longer has
any offices. Accordingly, on February 16, 2000, the Company filed a press
release to provide a status update regarding its bankruptcy case. A copy of the
February 16, 2000 press release is attached hereto as Exhibit 20.1, and is
incorporated herein by reference.
As noted in the press release, inquiries for additional information
can be addressed to either Albert B. Gordon of Jay Alix & Associates or Andrew
DeNatale, Esq. of White & Case LLP.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits:
20.1 Press Release of SA Telecommunications, Inc. dated
February 16, 2000
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: February 17, 2000 By: /s/ Albert B. Gordon, Jr.
-----------------------------------
Albert B. Gordon, Jr.
Interim Chief Executive Officer per
Bankruptcy Court Order
SA TELECOMMUNICATIONS REITERATES PREVIOUS
FILING OF JOINT CHAPTER 11 LIQUIDATING PLAN
Richardson, Texas, February 16, 2000 - On May 14, 1999, SA
Telecommunications, Inc. ("STEL") filed a press release announcing that it and
certain of its subsidiaries (collectively, the "Debtors") had filed their Joint
Chapter 11 Liquidating Plan (the "Plan") and a draft of the associated
Disclosure Statement with the United States Bankruptcy Court for the District of
Delaware.
Under the Plan, the Debtors proposed to liquidate their assets,
substantially all of which consist of cash, shares of common stock of EqualNet
Communications Corp. (f/k/a EqualNet Holding Corp.) and potential awards from
various fraudulent preference, fraudulent conveyance and other recovery actions,
and distribute the proceeds thereof to creditors substantially in accordance
with the priority provisions of the Bankruptcy Code. Pursuant to the terms of
the Plan, all STEL preferred stock and STEL common stock would be canceled on
the Effective Date of the Plan and the holders thereof would neither receive nor
retain any property under the Plan. As a result of a significant decrease in the
value of their assets (principally the shares of common stock of EqualNet
Communications Corp.), however, the Debtors currently are unable to pay in full
the administrative expenses of their Chapter 11 cases, which is a prerequisite
for confirming the Plan or any other plan under Chapter 11. If the Debtors are
unable to confirm the Plan or another Chapter 11 plan, their Chapter 11 cases
will be dismissed or converted to Chapter 7 cases. In such event, the prospect
for recoveries by the general unsecured creditors will be greatly diminished
with no recoveries of any kind by the holders of STEL preferred stock and STEL
common stock under any reasonable scenario.
As released previously, the Debtors have fully ceased their operations
and have no employees or any offices. Currently, per an order of the bankruptcy
court, a member of Jay Alix & Associates is acting as the Debtors' interim chief
executive officer and White & Case LLP is acting as counsel for the Debtors.
Accordingly, for further information, please contact either Albert B. Gordon of
Jay Alix & Associates at (212) 490-2500 or Andrew DeNatale, Esq. of White & Case
LLP at (212) 819-8200.
THIS PRESS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS AND AS SUCH
INVOLVES KNOWN AND UNKNOWN RISKS AND UNCERTAINTIES AND OTHER FACTORS THAT MAY
CAUSE THE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS OF THE COMPANY TO BE
MATERIALLY DIFFERENT FROM THOSE EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING
STATEMENTS.
