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) December 6, 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
Financing Transactions
Private Placement of Preferred Stock and Warrants
On December 6, 2000, Winstar Communications, Inc. ("Company")
consummated the previously announced private placement ("Private Placement") of
270,000 shares of the Company's Series H Senior Cumulative Participating
Convertible Preferred Stock ("Series H Preferred Stock") and warrants to
purchase an aggregate of 4,590,000 shares of the Company's Common Stock
("Warrants") for an aggregate purchase price of $270,000,000 to Credit Suisse
First Boston Equity Partners, L.P. ("CSFBEP"), Welsh, Carson, Anderson & Stowe
VIII, L.P. ("WCAS"), Microsoft Corporation ("Microsoft"), CPQ Holdings, Inc.
("Compaq"), a wholly- owned subsidiary of Compaq Computer Corporation, and
certain other purchasers. The sale was made pursuant to a Securities Purchase
Agreement dated as of November 7, 2000 by and among the Company, Winstar Credit
Corp., CSFBEP, WCAS, Microsoft, Compaq and the other purchasers listed on the
signature pages thereto.
Senior Secured Financing and Equipment Leasing Facilities
Upon the closing of the Private Placement, an additional $125 million
of equipment lease financing became available to a subsidiary of the Company
pursuant to the previously announced equipment leasing arrangement with Cisco
Systems Capital Corporation, a subsidiary of Cisco Systems Inc.
Also on December 6, 2000, the Company consummated the previously
announced $200 million Term Loan C to be made under the Company's Revolving
Credit and Term Loan Agreement, as amended, dated as of May 4, 2000, among WCI
Capital Corp., as borrower, the Company and certain subsidiaries, as guarantors,
the Lenders from time to time parties thereto, The Bank of New York, as Letter
of Credit Issuer, Administrative Agent and Collateral Agent for the Lenders and
certain other parties in other capacities.
A copy of the press release announcing the closing of the foregoing
financing transactions is annexed hereto as Exhibit 99.1.
Amendment to Rights Agreement
Effective December 1, 2000, the Board of Directors of the Company
approved a fourth amendment (the "Fourth Amendment") to the Rights Agreement
dated as of July 2, 1997, as amended on June 3, 1999, July 15, 1999 and February
1, 2000 (as so amended, the "Rights Agreement"), by and between the Company and
Continental Stock Transfer and Trust Company, as Rights Agent (the "Rights
Agent"). The Fourth Amendment was adopted to further revise the definition of
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"Beneficial Owner" (and the correlative terms "beneficially own" and "Beneficial
Ownership") to exclude therefrom (A) any shares of a class of Voting Stock (as
defined in the Rights Agreement) represented by certain shares of the Company's
Series G Senior Cumulative Participating Convertible Preferred Stock ("Series G
Preferred Stock"), the Company's Series H Preferred Stock and the Warrants, and
(B) any shares of a class of Voting Stock either issued or deemed issued by the
Company in payment of dividends on, or as a result of the failure of the Company
to pay cash dividends on, outstanding shares of such Series G Preferred Stock or
Series H Preferred Stock pursuant to the terms of the instrument providing for
the creation of the Series G Preferred Stock and the Series H Preferred Stock.
A complete copy of the Fourth Amendment is attached hereto as Exhibit
4.1 and is incorporated herein by reference. A copy of the Rights Agreement, as
previously amended, is incorporated herein by reference to Exhibit 4 to the Form
8-A filed with the SEC on July 2, 1997, to Exhibit 4.2 to the Form 8-A/A filed
with the SEC on June 3, 1999, to Exhibit 4.3 to the Form 8-A/A filed with the
SEC on July 16, 1999 and to Exhibit 4.4 to the Form 8-A/A filed with the SEC on
February 1, 2000.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(c) Exhibits
4.1 Fourth Amendment to the Rights Agreement dated as of
December 6, 2000 between the Company and the Rights Agent
10.1 Amendment No. 1, dated as of June 23, 2000, to the Revolving
Credit and Term Loan Agreement among Winstar Communications,
Inc., the Guarantors from time to time parties thereto and
WCI Capital Corp., the Lenders from time to time parties
thereto and The Bank of New York, as Letter of Credit
Issuer, Administrative Agent and Collateral Agent, Citicorp
North America, Inc., as Syndication Agent, and CIBC World
Markets Corp. and Credit Suisse First Boston, as
Documentation Agents
10.2 Amendment No. 2 and New Lender Agreement, dated as of
December 6, 2000, to the Revolving Credit and Term Loan
Agreement among Winstar Communications, Inc., the Guarantors
from time to time parties thereto and WCI Capital Corp., the
Lenders from time to time parties thereto and The Bank of
New York, as Letter of Credit Issuer, Administrative Agent
and Collateral Agent, Citicorp North America, Inc., as
Syndication Agent, and CIBC World Markets Corp. and Credit
Suisse First Boston, as Documentation Agents
99.1 Press Release, dated December 7, 2000
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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: December 29, 2000 WINSTAR COMMUNICATIONS, INC.
By: /s/ Kenneth J. Zinghini
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Kenneth J. Zinghini
Senior Vice President
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EXHIBIT INDEX
Exhibit
No. Description
4.1 Fourth Amendment to the Rights Agreement dated as of December 6, 2000
between the Company and the Rights Agent
10.1 Amendment No. 1, dated as of June 23, 2000, to the Revolving Credit
and Term Loan Agreement among Winstar Communications, Inc., the
Guarantors from time to time parties thereto and WCI Capital Corp.,
the Lenders from time to time parties thereto and The Bank of New
York, as Letter of Credit Issuer, Administrative Agent and Collateral
Agent, Citicorp North America, Inc., as Syndication Agent, and CIBC
World Markets Corp. and Credit Suisse First Boston, as Documentation
Agents
10.2 Amendment No. 2 and New Lender Agreement, dated as of December 6,
2000, to the Revolving Credit and Term Loan Agreement among Winstar
Communications, Inc., the Guarantors from time to time parties thereto
and WCI Capital Corp., the Lenders from time to time parties thereto
and The Bank of New York, as Letter of Credit Issuer, Administrative
Agent and Collateral Agent, Citicorp North America, Inc., as
Syndication Agent, and CIBC World Markets Corp. and Credit Suisse
First Boston, as Documentation Agents
99.1 Press Release, dated December 7, 2000
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