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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) September 11, 2000
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GST TELECOMMUNICATIONS, INC.
GST USA, INC.
GST NETWORK FUNDING, INC.
(Exact name of Registrants as specified in their charters)
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CANADA 4813 NOT APPLICABLE
DELAWARE (Primary Standard Industrial 83-0310464
DELAWARE Classification Code Number) 13-4001870
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
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4001 MAIN STREET, VANCOUVER, WASHINGTON 98663
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(Address of principal executive offices) (Zip Code)
Registrants' telephone number, including area code (360) 356-7100
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On August 25, 2000, GST Telecommunications, Inc. and its subsidiaries
("GST") received approval from the U.S. District Court for the District of
Delaware to proceed toward a sale of assets to Time Warner Telecom Inc. On
September 11, 2000, GST and Time Warner Telecom Inc. executed a definitive
asset purchase agreement. The agreement provides for the purchase of
substantially all of GST's assets, excluding the substantial majority of
GST's Hawaii assets and residual cash balances, for cash consideration of
$640 million plus the assumption of liabilities and fees, for a total
purchase price of $690 million. The agreement is subject to approval of the
U.S. District Court for the District of Delaware and customary terms and
closing conditions, including regulatory approvals. A hearing in the U.S.
District Court to consider the sale is scheduled for September 14, 2000.
The asset purchase agreement described above will likely result in a
non-cash impairment loss to be recorded in GST's results of operations for the
three months ended September 30, 2000. GST currently estimates that the charge
will range from $250 million to $300 million.
This current report contains "forward-looking statements" within the
meaning of the securities laws. Although we believe that the plans,
intentions and expectations reflected in or suggested by the forward-looking
statements made in this current report are reasonable, we can give no
assurance that such plans, intentions or expectations will be achieved. Given
these uncertainties, prospective investors are cautioned not to place undue
reliance on such forward-looking statements.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
99.1 Asset Purchase Agreement by and among Time Warner Telecom Inc., GST
Telecommunications, Inc., GST USA, Inc. and other parties identified
therein, dated September 11, 2000. (Filed herewith). GST agrees to furnish
supplementally a copy of any schedule to the Commission upon request.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrants have duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
GST TELECOMMUNICATIONS, INC.,
GST USA, Inc., and GST Network Funding, Inc.
Date: September 12, 2000 By: /s/ Donald A. Bloodworth
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Donald A. Bloodworth
Chief Financial Officer
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EXHIBIT INDEX
The following exhibits are hereby filed as part of this Form 8-K:
Exhibit
Number Description
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99.1 Asset Purchase Agreement by and among Time Warner Telecom Inc., GST
Telecommunications, Inc., GST USA, Inc. and other parties
identified therein, dated September 11, 2000. (Filed herewith). GST
agrees to furnish supplementally a copy of any schedule to the
Commission upon request.
