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 193
Date of Report (Date of earliest event reported) February 14, 2000
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WINSTAR COMMUNICATIONS, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-10726 13-3585278
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
685 Third Avenue, New York, New York 10017
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (212) 792-9800
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS
On February 14, 2000, Winstar Communications, Inc. ("Company") issued a
press release relating to the Company's initiation of discussions with
institutional holders of its public debt to simplify the Company's debt
structure. A copy of the press release is annexed hereto as Exhibit 99.1.
On March 3, 2000, the Company issued a press release announcing that it has
initiated the following transactions relating to its outstanding notes and one
series of preferred stock:
o an institutional private placement of $2 billion of new unsecured
notes, a portion of which will be used for the exchange offers
described below;
o a tender offer to purchase for cash all of the Company's outstanding
senior notes, which have an aggregate principal or accreted amount of
approximately $660 million;
o an offer to exchange new senior notes for all of the Company's
outstanding subordinated notes, which have an aggregate principal or
accreted amount of approximately $640 million; and
o a proposed agreement to exchange for new senior notes a substantial
majority of the Company's Series C 14 1/4% Senior Cumulative
Exchangeable Preferred Stock Due 2007, which has a current liquidation
preference of approximately $230 million.
The private placement will provide the proceeds necessary to fund the
tender offer described above and estimated excess proceeds of approximately $250
million for general corporate purposes. The consummation of each of these
transactions is conditioned on the consummation of the others. The new senior
notes will not be registered under the Securities Act of 1933 and may not be
sold in the United States absent registration or an applicable exemption from
registration requirements.
The Company also announced that it obtained a commitment for a $1 billion
secured credit facility, the closing of which is subject to certain amendments
to its existing credit facility with Lucent Technologies.
A copy of the press release is annexed hereto as Exhibit 99.2.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS.
(c) Exhibits
99.1 Press Release, dated February 14, 2000 (filed
herewith)
99.2 Press Release, dated March 3, 2000 (filed herewith)
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SIGNATURE
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: March 7, 2000 WINSTAR COMMUNICATIONS, INC.
/s/ Frederic E. Rubin
By: ____________________________
Frederic E. Rubin
Senior Vice President and Treasurer
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release, dated February 14, 2000 (filed herewith)
99.2 Press Release, dated March 3, 2000 (filed herewith)
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EXHIBIT 99.1
Winstar Initiates Discussions With Institutional Holders of Its Public Debt
NEW YORK - (BUSINESS WIRE) - Feb. 14, 2000 - WINSTAR COMMUNICATIONS, INC.
(NASDAQ: WCII) announced today that, in response to inquiries by certain holders
of its public debt, it has initiated discussions to simplify its debt structure.
The company stated that it is considering a series of tender and exchange offers
for certain classes of its debt securities, and anticipates funding these
transactions through the placement of new institutional debt.
Any securities that may be issued in this transaction will not be
registered under the Securities Act of 1933 and may not be offered or sold in
the United States absent registration or an applicable exemption from
registration requirements.
Except for any historical information contained herein, the matters
discussed in this press release contain forward-looking statements that involve
risks and uncertainties, including those described in Winstar's SEC reports and
other filings.
Winstar is a registered trademark of Winstar Communications, Inc.
CONTACT:
Winstar Financial Community:
Daniel Briggs
Director, Capital Market Relations
212/792-9032
[email protected]
or
Press:
Marianne Steiner
Vice President, Corporate Communications
212/792-9021
[email protected]
EXHIBIT 99.2
Winstar Initiates Series of Debt Transactions;
Company Obtains Bank Commitment for a $1B Credit Facility
NEW YORK - (BUSINESS WIRE) - March 3, 2000 - WINSTAR COMMUNICATIONS, INC.
(NASDAQ: WCII) announced today that it has initiated a series of transactions
relating to its outstanding notes and one series of its preferred stock. These
transactions include:
- an institutional private placement of $2 billion of new unsecured
senior notes, a portion of which will be used for the exchange offers
described below;
- a tender offer to purchase for cash all of Winstar's outstanding
senior notes which have an aggregate principal or accreted amount of
approximately $660 million;
- an offer to exchange new senior notes for all of Winstar's outstanding
subordinated notes which have an aggregate principal or accreted
amount of approximately $640 million; and
- a proposed agreement to exchange for new senior notes, a substantial
majority of Winstar's Series C 14 1/4% Senior Cumulative Exchangeable
Preferred Stock Due 2007 which has a current liquidation preference of
approximately $230 million.
The private placement will provide the proceeds necessary to fund the
tender offer described above and estimated excess proceeds of approximately $250
million for general corporate purposes.
In addition, the Company announced that it has obtained a commitment from a
group of commercial banks for a $1 billion senior secured credit facility, the
closing of which is subject to certain amendments to its existing credit
facility with Lucent Technologies and customary closing conditions.
The consummation of each of the private placement, the tender offer and the
exchange offers is conditioned on the consummation of the others. The new senior
notes will not be registered under the Securities Act of 1933 and may not be
offered or sold in the United States absent registration or an applicable
exemption from registration requirements.
About Winstar
Winstar Communications, Inc. (http://www.winstar.com) helps companies
around the globe engage in Frictionless Business(sm) through the use of seamless
communications and technology. Winstar provides its customers with a
comprehensive set of high-quality, digital-age broadband communications
services, including high-speed Internet access and data transport, Web-based
information, Web hosting and local and long distance services.
Winstar offers its services in more than 70 markets throughout the U.S. and
in Europe, Asia and South America. It is the largest holder of broadband fixed
wireless spectrum, with licenses in the top 60 U.S. markets and in 10
international markets. Winstar's broadband fixed wireless capabilities
complement and extend the reach of its extensive fiber network. The company's
long-haul fiber network, which supports IP (Internet Protocol), ATM
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(Asynchronous Transfer Mode) and frame relay, will extend more than 16,000 route
miles and connect the top 60 U.S. markets. Winstar's intracity fiber network
will consist of nearly 6,000 route miles in over 60 major domestic and
international markets.
Winstar's Tier 1 Internet backbone and enhanced Web service offerings,
including Web hosting and design, make Winstar one of the largest Internet
companies in the U.S. The company's innovative applications enable businesses to
take advantage of the new Internet economy. In 1999, the company launched
Office.com(R), A Service From Winstar, (http://www.office.com) the new online
business service for small and medium-sized businesses. Office.com was ranked
first overall among Online Business Centers by Cahners In-Stat Group.
Winstar is based in New York City. The company has strategic relationships
with several leading corporations, including Lucent Technologies; Williams
Communications, Inc.; CBS Corporation; and Microsoft Corporation.
Except for any historical information contained herein, the matters
discussed in this press release contain forward-looking statements that involve
risks and uncertainties, which are described in Winstar's SEC reports and other
filings.
Winstar and Office.com are registered trademarks, and Wireless Fiber and
Frictionless Business are service marks, of Winstar Communications, Inc.
CONTACT:
WINSTAR
Financial Community:
Daniel Briggs
Director, Capital Market Relations
212/792-9032
[email protected]
or
Press:
Marianne Steiner
Vice President, Corporate Communications
212/792-9021
[email protected]
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