SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 27, 1997
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WINSTAR COMMUNICATIONS, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 1-10726 13-3585278
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
230 Park Avenue, New York, New York 10169
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (212) 687-7577
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Exhibit Index -- Page 4
Page 1 of 5 Pages
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Item 5. Other Events.
On February 25, 1997, WinStar Communications, Inc. ("WinStar") issued a
press release announcing that WinStar and its wholly owned subsidiary, WinStar
Equipment Corp., have engaged two investment banks in connection with a private
offering to sell $450 million of debt securities, in three tranches, in a 144A
institutional private placement. A copy of such press release is annexed hereto
as an exhibit.
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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.
Dated: February 27 , 1997 WINSTAR COMMUNICATIONS, INC.
(Registrant)
By: /s/ Timothy R. Graham
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Timothy R. Graham
Executive Vice President
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EXHIBIT INDEX
Exhibit Number Description
99 Press Release, dated February 25, 1997
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WINSTAR ANNOUNCES OFFERING OF $450 MILLION OF NOTES
IN 144A INSTITUTIONAL PRIVATE PLACEMENT
NEW YORK - FEBRUARY 25, 1997, WINSTAR COMMUNICATIONS, INC. (NASDAQ -WCII)
today announced that it has engaged two investment banks in connection with an
offering it has commenced to sell $450 million of debt securities, in three
tranches, in a 144A institutional private placement. There is no equity
associated with the offering.
The company anticipates that the offering will be consummated in March 1997. The
offering includes the following three tranches of notes, none of which is
convertible into equity of the company:
o $100 million of Senior Notes of the company due 2005, ranking pari passu
with the company's existing senior discount notes
o $150 million of Senior Subordinated Notes of the company due 2007, ranking
pari passu with the company's existing convertible senior subordinated
discount notes
o $200 million of Guaranteed Senior Secured Notes due 2004 of the company's
subsidiary, WinStar Equipment Corp.
Interest on the company's Senior Notes will accrue and compound semi-annually,
but will not be payable in cash until April 2001 and interest on its Senior
Subordinated Notes will accrue and compound semi-annually, but will not be
payable in cash until September 2002. Interest on the Guaranteed Senior Secured
Notes of WinStar Equipment Corp. will be payable semi-annually commencing
September 1, 1997. The Guaranteed Secured Notes are unconditionally guaranteed
by the company.
The net proceeds of the Senior Notes and the Senior Subordinated Notes will be
available for general corporate and working capital purposes in the development
of the company's telecommunications operations. The net proceeds from the sale
of the Guaranteed Secured Notes will be used solely to purchase equipment,
inventory and related items, including switches and 38GHz radio equipment, for
use by the company in its telecommunications operations. The proceeds of the
offering, combined with the company's existing resources, are expected to fund
the company's business plan for the next 30-36 months.
This offering has not been registered under the Securities Act of 1933 and such
securities are being sold pursuant to an exemption from the registration
requirements of such Act. These securities may not be offered or sold in the
United States absent registration or an applicable exemption from the
registration requirements of such act. The company has agreed to register the
notes on behalf of the holders thereof.
WinStar Communications, Inc. is a national local communications company serving
business customers, long distance carriers, fiber-based competitive access
providers, mobile communications companies, local telephone companies, and other
customers with broadband local communications needs. The company provides its
Wireless FiberSM services using its licenses in the 38GHz spectrum. The company
also provides long distance and various information services and entertainment
content.
Wireless Fiber is a service mark of WinStar Communications, Inc.
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