UNITED STATES
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) February 22, 2000
FIRSTCOM CORPORATION
(Exact name of registrant as specified in its charter)
Texas 0-25194 87-0464860
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation or File Number) Identification No.)
organization)
220 Alhambra Circle
Suite 910
Coral Gables, Florida 33134
(Address, including zip code, of principal executive office)
(305) 448-4422
(Registrant's telephone number, including area code)
Not applicable
(Former name, former address and fiscal year, if changed since last report)
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ITEM 5. OTHER EVENTS
(a) On February 22, 2000, the registrant amended the Agreement and Plan
of Merger (the "Merger Agreement") among AT&T Corp., Kiri Inc., Frantis, Inc.
and the registrant to permit the acquisition of Keytech LD by AT&T Latin America
. Copies of the amendment to the Merger Agreement and the press release
announcing such amendment are attached as exhibits to this Form 8-K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
99.1 Press release dated February 23, 2000.
99.2 Amendment dated February 22, 2000 to the Agreement and Plan of Merger
among AT&T Corp., Kiri Inc., Frantis, Inc. and the registrant
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SIGNATURES
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.
Date: February 24, 2000 By: /s/ Patricio E. Northland
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Patricio E. Northland
Chairman of the Board, President
and Chief Executive Officer
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
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99.1 Press release dated February 23, 2000.
99.2 Amendment dated February 22, 2000 to the Agreement and Plan of Merger
among AT&T Corp., Kiri Inc., Frantis, Inc. and the registrant
Exhibit 99.1
FIRSTCOM CORPORATION ANNOUNCES AMENDMENT OF MERGER AGREEMENT
TO REFLECT STRATEGIC
1. Investment by AT&T Latin America in Argentina
February 23, 2000 01:14 PM
MIAMI--(BUSINESS WIRE)--Feb. 23, 2000--FirstCom Corporation FCLX today announced
that it had amended its previously-announced merger agreement with AT&T Latin
America, the recently created AT&T subsidiary, to permit AT&T Latin America to
acquire Keytech LD S.A., a newly formed competitive local exchange carrier in
Argentina.
AT&T Latin America will purchase 100% of the shares of Keytech LD, a private
company, from the Keytech Group, an Argentina-based diversified
telecommunications and technology integrator. The transaction is subject to
regulatory approvals and customary closing conditions. FirstCom expects that the
transaction will take place within the time frame of its proposed merger with
AT&T Latin America. Keytech LD has nationwide licenses to provide domestic and
international long distance, local telephony services, value-added services,
licenses to provide a full range of Internet and data services and a unique
1910-1930 MHz spectrum license to provide fixed wireless services in nine of
Argentina's largest cities, including Buenos Aires. The acquisition will provide
AT&T Latin America with a significantly reduced time to market and the
opportunity to position itself in Argentina to compete in a fully deregulated
environment by the end of the year 2000.
As a result of the agreement by AT&T Latin America to acquire Keytech L.D., the
merger agreement between FirstCom and AT&T Latin America has been amended to
reflect the issuance of shares to the shareholders of Keytech L.D. Upon
completion of the Keytech transaction and the merger with AT&T Latin America,
the former shareholders of Keytech L.D. will own approximately 1% of the issued
and outstanding shares of AT&T Latin America on a fully-diluted basis, AT&T
Corp. will own approximately 58%, the former shareholders of FirstCom will own
approximately 34%, and the other shareholders will own the remaining shares of
AT&T Latin America. Accordingly, the percentage ownership of FirstCom in AT&T
Latin America will not be materially reduced as a result of this transaction
from the percentage which they were originally entitled to receive under the
merger agreement with AT&T Latin America.
AT&T Latin America also announced today that it intends to continue developing
Keytech's IP technology position, while providing advanced services and growing
its client base. Additionally, AT&T Latin America announced that it plans to
construct an ATM/Frame Relay/IP metropolitan area network in downtown Buenos
Aires. The network will utilize state-of-the-art technology with an ATM/IP and
Frame Relay services, along with local, domestic and international voice
switched services.
"The acquisition by AT&T Latin America of Keytech LD is a milestone in AT&T
Latin America's strategy to become the region's premier telecommunications
company, meeting the advanced telecommunications needs of customers in Latin
America's business centers and providing them with communications solutions
seamlessly around the globe," said Patricio Northland, Chairman and CEO of
FirstCom, who will become CEO of AT&T Latin America when the merger with
FirstCom is completed.
AT&T Latin America announced that it plans to replicate its approach in Brazil
in the key cities of Argentina by deploying a fiber optic network to have a
significant local access presence for business customers in Buenos Aires,
Cordoba and Rosario. This coverage would be complemented with fixed wireless
technology to expand the reach in these metropolitan areas, as well as to
interconnect up to forty cities within the country using next generation
technology. The new construction also entails the installation of telephone
switching equipment (SS7) capable of providing local, domestic and international
voice switched services.
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FirstCom Corporation is rapidly emerging as a premium provider of broadband
integrated Internet/data, voice and video telecommunication services to business
customers in Peru, Chile and Colombia. FirstCom operates state-of-the-art fiber
optic ATM/IP networks in these countries that provide high-speed Internet/data
connectivity which facilitates the delivery of content to the business
community. FirstCom also operates as a competitive long-distance carrier in
Chile and Peru.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995: The foregoing statements involve known and unknown risks and uncertainties
that may cause FirstCom's actual results or outcomes to be materially different
from those anticipated and discussed herein. Except for historical information
contained herein, the matters discussed in this press release contain
forward-looking statements that involve risks and uncertainties, including but
not limited to economic, competitive, governmental and technological factors
detailed in FirstCom's filings with the Securities and Exchange Commission which
readers are urged to read carefully in assessing the forward looking statements
contained herein.
CONTACT: FirstCom Corporation Jose Segrera, Interim CFO 305/448-4422
[email protected] or Strategic Growth International, Inc. Richard Cooper
/ Rob Schatz 516/829-7111
Exhibit 99.2
AMENDMENT TO AGREEMENT AND PLAN OF MERGER
This Amendment to Agreement and Plan of Merger ("AMENDMENT") is entered
into as of February __, 2000 by and among AT&T Corp. ("PARENT"), a New York
corporation, AT&T Latin America Corp. ("ATTL"), a Delaware corporation (formerly
named Kiri Inc.), Frantis, Inc.("MERGER SUB"), a Delaware corporation, and
FirstCom Corporation (the "COMPANY"), a Texas corporation.
RECITALS
A. Parent, ATTL, Merger Sub and the Company have entered into an
Agreement and Plan of Merger, dated as of November 1, 1999 (as amended, the
"MERGER AGREEMENT").
B. ATTL desires to enter into certain agreements (the "KEYTECH
ACQUISITION AGREEMENTS"), in the forms previously delivered to the Company,
providing for the purchase by ATTL (or one or more affiliates designated by it)
of 100% of the capital stock of Keytech LD S.A. ("KEYTECH") and certain other
transactions as set forth therein.
C. ATTL and the other parties to the Keytech Acquisition Agreements
anticipate that the closing thereunder will occur prior to the Closing.
D. Pursuant to the Merger Agreement, ATTL requires the consent of the
Company in order to purchase the capital stock of Keytech and to issue shares of
ATTL Class A Common Stock in partial payment therefor, as contemplated by the
Keytech Acquisition Agreements.
E. Assuming that the closing under the Keytech Acquisition Agreements
occurs prior to the Closing, each of Parent, ATTL, Merger Sub and the Company
intend that, immediately following the Effective Time, on a fully-diluted basis
and after giving effect to such closing, (I) the former shareholders of the
Company will own, collectively, approximately 34% of the shares of common stock
of ATTL, in the form of shares of ATTL Class A common stock ("CLASS A COMMON
STOCK") or ATTL Series A convertible preferred stock, as the case may be, (II)
Promon will own, directly or indirectly, approximately 6% of the shares of
common stock of ATTL, in the form of Class A Common Stock, (III) the former
shareholders of Kevin will own, collectively, approximately 1% of the shares
of common stock of ATTL, in the form of Class A Common Stock, a portion of which
will be held in escrow pursuant to an escrow agreement, and (IV) Parent will
own, directly or indirectly, approximately 58% of the shares of common stock of
ATTL, in the form of ATTL Class B common stock (in each case rounded to nearest
integer).
F. Parent, ATTL, Merger Sub and the Company desire to amend Schedule B
to the form of Regional Vehicle Agreement attached as Exhibit E to the Merger
Agree-ment.
NOW, THEREFORE, the parties agree as follows:
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2. DEFINED TERMS. Capitalized terms used herein without definition
shall have the respective meanings ascribed to them in the Merger Agreement.
3. REPRESENTATION AND WARRANTY OF PARENT. Paragraph (d) of Section 3.2
of the Merger Agreement is hereby deleted and replaced in its entirety by the
following:
"(d) CAPITALIZATION. (i) As of February 13, 2000, the
issued and outstanding capital stock of ATTL consisted of 40,000
shares of common stock, par value $.01 per share, all of which
were issued and outstanding, 36,000 of which were owned, directly
or indirectly, by Parent, and 4,000 of which were owned, directly
or indirectly, by Promon. As of the Closing Date, the aggregate
number of issued and outstanding shares of capital stock of ATTL
shall be not more than the sum of (I) the product of (X) such
number of shares of Preferred Stock issued or accrued as
paid-in-kind dividends from November 1, 1999 to the Closing Date,
and (Y) 2.077, plus (II) either 82,026,893, if the closing shall
have occurred under the Keytech Acquisition Agreements, or
80,848,204, if such closing shall not have occurred. All issued
and outstanding shares of capital stock of ATTL and of Merger Sub
are duly authorized, validly issued, fully paid, non-assessable
and free of pre-emptive rights. As of the Closing, except for (A)
approximately 10% of the outstanding common stock of ATTL owned by
Promon (assuming Promon's participation in all contributions to
the capital of ATTL in proportion to its percentage interest as of
the date hereof), and (B) if the closing under the Keytech
Acquisition Agreements shall have occurred, 1,178,689 shares of
common stock of ATTL owned by the former shareholders of Keytech
and their respective permitted transferees (including shares held
in escrow), as provided in the Keytech Acquisition Agreements, in
each case in the form of Class A Common Stock, (I) all issued and
outstanding shares of common stock of ATTL are owned, directly or
indirectly, by Parent, in the form of ATTL Class B common stock,
(II) all issued and outstanding shares of capital stock of Merger
Sub are owned directly by ATTL, and (III) all issued and
outstanding shares of capital stock or quotas, as the case may be,
of each member of the Jamtis Group (and Keytech, if the closing
shall have occurred under the Keytech Acquisition Agreements) are
owned directly or indirectly by ATTL, in each case free and clear
of Encumbrances (other than any Encumbrances created by Promon or
the former shareholders of Keytech as to the shares of Class A
Common Stock owned by them). None of ATTL, Merger Sub, Keytech or
any member of the Jamtis Group has any outstanding bonds,
debentures, notes or other similar obligations, instruments or
securities entitling the holders thereof to vote (or which are
convertible into or exercisable for securities having the right to
vote) with the shareholders of ATTL, Merger Sub, Keytech or such
member on any matter. As of November 1, 1999 and as of the Closing
Date, the amount and ownership of the issued equity capital of
each member of the Jamtis Group are as set forth on Schedule
3.2(d) of the ATTL Disclosure Letter.
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(ii) Except as described in the Merger Agreement, the
Keytech Acquisition Agreements or the ATTL Disclosure Letter,
there are no other shares of capital stock (or quotas, as the case
may be) of ATTL, Merger Sub, Keytech or any member of the Jamtis
Group, no securities of ATTL, Merger Sub, Keytech or any member of
the Jamtis Group convertible or exchangeable for shares of capital
stock or voting securities (or quotas, as the case may be) of
ATTL, Merger Sub, Keytech or any member of the Jamtis Group, and
no existing options, warrants, calls, subscrip-tions, convertible
securities, or other rights, agreements or commitments which
obligate ATTL, Merger Sub, Keytech or any member of the Jamtis
Group to issue, transfer or sell any shares of capital stock of
ATTL, Merger Sub, Keytech or any member of the Jamtis Group."
4. ACCESS AND INFORMATION; PRE-CLOSING REVIEW. The Company acknowledges
that it has been afforded an adequate opportunity to investigate the properties,
assets, liabilities, personnel and records of Keytech. Prior to the closing
under the Keytech Acquisition Agreements, Parent will use its reasonable best
efforts to assist the Company in obtaining any further information as to Keytech
that the Company may reasonably request. From and after the date of the closing
under the Keytech Acquisition Agreements, Parent shall, and shall cause its
Subsidiaries to, (I) give the Company and its authorized representatives full
access during normal business hours to all books, records, personnel, research
and other consultants, offices and other facilities and properties of Keytech
and Keytech's accountants (and shall use its reasonable best efforts to give the
Company and such representatives access to such accountants' work papers), (II)
permit the Company to make such copies and inspections thereof as the Company
may reasonably request and (III) furnish the Company with such financial and
operating data and other information with respect to the business and properties
of Keytech as the Company may from time to time reasonably request.
5. CONSENT. The Company hereby gives its consent to ATTL to execute and
deliver the Keytech Acquisition Agreements and to consummate the transactions
contemplated thereby.
6. REGIONAL VEHICLE AGREEMENT. Schedule B to the form of Regional
Vehicle Agreement attached as Exhibit E to the Merger Agreement is hereby
amended and restated as set forth in Exhibit A hereto.
7. NO OTHER AMENDMENT OR MODIFICATION. The Merger Agreement shall
remain in full force and effect except as expressly amended or modified hereby.
8. COUNTERPARTS. This Amendment may be executed by one or more of the
parties hereto on any number of separate counterparts, and all of such
counterparts taken together shall be deemed to constitute one and the same
instrument.
9. CAPTIONS. Captions and headings to paragraphs and sections of this
Amendment are included for convenience of reference only and shall not
constitute a part
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of this Amendment or in any way affect the meaning of any term or provision of
this Amendment.
10. EFFECTIVENESS. This Amendment shall be effective only upon
execution and delivery by each of the parties hereto.
[rest of page intentionally left blank; signature page follows]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the date first written above.
AT&T Corp.
By:
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Name: John Haigh
Title: /S/ John Haigh
AT&T Latin America Corp.
By:
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Name: John Haigh
Title: /S/ John Haigh
Frantis, Inc.
By:
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Name: Gary Swenson
Title: /S/ Gary Swenson
FirstCom Corporation
By:
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Name: Patrico E. Northland
Title: /S/ Patricio E. Northland
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EXHIBIT A
Schedule B
To Regional Vehicle Agreement
RV NON-EXCLUSIVE SERVICES
AT&T Card Services
AT&T Direct(R) services
E-commerce
Web-hosting
Fixed wireless for connectivity
Voice over Internet Protocol
Managed Network Services
Video conferencing services
