COMPANY: FIRSTCOM CORPORATION
TICKER: FCLX
EXCHANGE: NASDAQ SMALL CAP MARKET
FORM TYPE: 425
DOCUMENT DATE: AUGUST 22, 2000
FILING DATE: AUGUST 22, 2000
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: FirstCom Corporation
Commission File No.: 001-14107
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For Further Information:
Lydia R. Rodriguez David. P. Caouette Leonardo Santiago
AT&T Latin America AT&T Corp. Brainerd Communications
305-774-2368 (office) 908-221-6382 212-986-6667
305-613-6767 (cell) [email protected] [email protected]
[email protected]
FIRSTCOM CORPORATION AND AT&T LATIN AMERICA CORP.
ANNOUNCE PRICING OF TENDER OFFER AND CONSENT
SOLICITATION FOR FIRSTCOM 14% SENIOR NOTES DUE 2007
Miami, FL (August 22, 2000) -- AT&T Latin America Corp., a subsidiary of AT&T
Corp., and FirstCom Corporation announced today, in connection with FirstCom's
pending tender offer and consent solicitation for its outstanding 14% Senior
Notes due 2007, that the applicable yield on the Reference Bond (the 5.750% U.S.
Treasury Note due October 31, 2002) is 6.27%, as calculated by the Dealer
Manager in accordance with standard market practice based on the bid-side price,
as indicated on Bloomberg screen PX5 at 2:00 p.m., New York City time, on August
22, 2000.
Based on this yield, the total purchase price per $1,000 principal amount of
Notes tendered on or prior to the expiration of the tender offer, assuming a
payment date of August 28, 2000 (which FirstCom currently expects to be the
payment date), would be $1,250.70 (of which $40 represents the consent payment).
As previously announced, the tender offer expires at 11:59 p.m., New York City
time, on August 24, 2000, unless extended.
As of the expiration of the consent period at 11:59 p.m., New York City time, on
August 10, 2000, $150 million in aggregate principal amount of the Senior Notes
had been tendered and consents had been delivered, representing 100% of the
total Senior Notes outstanding.
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The closing of the tender offer and consent solicitation by FirstCom is subject
to the completion of the previously announced merger of FirstCom and AT&T Latin
America. FirstCom shareholders are scheduled to vote on the merger on August 28,
2000.
Salomon Smith Barney is the dealer manager and solicitation agent and
ChaseMellon Shareholder Services, L.L.C. ("ChaseMellon") is the information
agent for the tender offer and the solicitation. Requests for documentation
should be directed to ChaseMellon at (917) 320-6286 (for bankers and brokers)
and (888) 566-9474 (for others). Questions regarding the transaction should be
directed to Salomon Smith Barney at 800-558-3745.
This announcement is not an offer to purchase, a solicitation of an offer to
purchase or a solicitation of consent with respect to any Notes. The tender
offer and consent solicitation are being made solely by the Offer to Purchase
and related Letter of Transmittal and Consent, dated July 28, 2000.
About AT&T Latin America
In November 1999, AT&T Corp. announced plans to form AT&T Latin America, a
company that will merge the operations of Netstream, the Brazilian competitive
local exchange carrier it acquired, and FirstCom, a publicly traded company with
operations in Chile, Colombia and Peru.
AT&T Latin America will provide technologically advanced last mile data and
voice connectivity, while providing the knowledge and experience to partner with
business customers to make a lasting difference. It will establish a full range
of quality business services, one-stop shopping and customer service in
countries where it operates.
About AT&T Corporation
AT&T Corp. (www.att.com) is among the world's premier voice, video and data
communications companies, serving more than 80 million customers, including
consumers, businesses and government. With annual revenues of more than $62
billion and 147,000 employees, AT&T provides services to customers worldwide.
Backed by the research and development capabilities of AT&T Labs the company
runs the world's largest, most sophisticated communications network and has one
of the largest digital wireless networks in North America.
About FirstCom Corporation
FirstCom Corporation operates as a publicly traded (NASDAQ: FCLX) competitive
local exchange carrier in four major metropolitan business centers in Chile,
Colombia and Peru. With annual revenues in 1999 of $38 million and approximately
650 employees at year-end, FirstCom owns and operates a technologically
advanced, fiber optic IP/ATM backbone-network and provides a wide range of
integrated communications services.
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In connection with the FirstCom/AT&T Latin America merger, FirstCom has filed a
definitive proxy statement and AT&T Latin America has filed a registration
statement on Form S-4. We urge investors and security holders to read the
definitive proxy statement and registration statement before they make a
decision concerning the merger. Security holders may obtain a free copy of those
documents and other documents filed by FirstCom Corporation at the SEC's web
site at www.sec.gov. In addition, documents filed with the SEC by FirstCom may
also be obtained from FirstCom Corporation by directing such request to FirstCom
Corporation, 220 Alhambra Circle, Coral Gables, Florida 33134, Attention:
General Counsel, Thomas C. Canfield (305) 459-6300.
The members of the board of directors of FirstCom Corporation are
Patricio E. Northland, George Cargill, Andrew Hulsh and David Kleinman. As of
the date hereof, there are no other "participants in the solicitation," within
the meaning of Rule 14a-12 under the Securities Exchange Act of 1934, as
amended. Information concerning the directors is set forth in the Definitive
Proxy Statement filed with the SEC.
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