SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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,
1998
GST Telecommunications, Inc.
GST USA, Inc.
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(Exact name of registrant as specified in its charter)
Canada 1-12866 N/A
Delaware 333-33601-02 83-0310464
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
4001 Main Street, Vancouver, Washington 98663
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (360) 906-7100
(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On February 27, 1998, GST USA, Inc., a Delaware corporation
("GST USA"), a wholly-owned subsidiary of GST Telecommunications, Inc., a
federally chartered Canadian corporation ("GST"), sold (the "NACT Sale") to
World Access, Inc., a Delaware corporation ("World Access"), 5,113,712 shares of
the Common Stock of NACT Telecommunications, Inc. ("NACT"), representing
approximately 63% of the outstanding Common Stock of NACT. The NACT Sale was
consummated under the terms and conditions of that certain Stock Purchase
Agreement dated as of December 31, 1997, by and among World Access, GST USA and
GST.
The consideration for the NACT Sale consisted of $59,662,956
in cash and 1,429,907 shares of World Access' common stock, and was determined
by arms length negotiations among the parties, based upon the value of the
business of NACT. GST USA received proceeds of $86,545,207 from the NACT Sale,
which included proceeds from the monetization of the 1,429,907 shares of World
Access' common stock. There exists no material relationship between GST, GST
USA, any of their affiliates, directors and officers or any associates thereof
and World Access.
The NACT Sale involved the disposition of assets constituting
in excess of 10% of the total assets of GST and its consolidated subsidiaries.
Such disposition did not involve the disposition of a business which is
"significant" within the meaning of Rule 11-01(b) of Regulation S-X and
accordingly, the pro forma financial information referred to in Item 7(b) of
Current Report on Form 8-K is not required to be included herein.
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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.
GST TELECOMMUNICATIONS, INC.
Dated: March 12, 1998 By: /S/ STEPHEN IRWIN
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Stephen Irwin
Vice Chairman of the Board and
Secretary
GST USA, INC.
Dated: March 12, 1998 By: /S/ STEPHEN IRWIN
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Stephen Irwin
Senior Vice President and
Secretary
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