<PAGE> 1
As Filed with the Securities and Exchange Commission on May 8, 1996
Registration No. 333-_________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
------------------------------------
BROOKS FIBER PROPERTIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 43-1656187
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
425 Woods Mill Road South, Suite 300
Town & Country, Missouri 63017
(314) 878-1616
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
BROOKS FIBER PROPERTIES, INC. 1996 EMPLOYEE STOCK PURCHASE PLAN
---------------------------------------------------------------
(Full Title of the Plan)
DAVID L. SOLOMON
Senior Vice President and Chief Financial Officer
BROOKS FIBER PROPERTIES, INC.
425 Woods Mill Road South, Suite 300
Town & Country, Missouri 63017
(314) 878-1616
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
------------------------------------
<TABLE>
CALCULATION OF REGISTRATION FEE
=====================================================================================================
<CAPTION>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share <F1> Price <F1> Fee <F1>
- ---------- ---------- ---------- ---------- ------------
<C> <C> <C> <C> <C>
Voting Common Stock, 500,000 Shares<F2> $30.125 $15,062,500 $5,194.00
$.01 par value per share,
and related Preferred
Stock Purchase Rights
<PAGE> 2
- ----------------------
<FN>
<F1> Computed pursuant to Rule 457(h) solely for the purpose of determining the registration fee.
<F2> This Registration Statement also covers such additional shares of Common Stock as may be issuable
pursuant to antidilution provisions.
</TABLE>
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant are
incorporated by reference into this Registration Statement:
(a) The Registrant's Prospectus dated May 2, 1996 filed
pursuant to Rule 424(b) under the Securities Act of
1933, as amended;
(b) All other reports filed pursuant to Section 13(a) or
15(b) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") since December 31, 1995;
and
(c) The description of the Registrant's Voting Common
Stock, par value $.01 per share, and the related
Preferred Stock Purchase Rights, contained in the
Registrant's Registration Statement on Form 8-A filed
on March 21, 1996 under the Exchange Act.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing of such documents. Any statement
contained herein or in a document incorporated or deemed to be incorporated
herein by reference shall be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement contained in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement.
Item 4. Description of Securities.
The description of the Registrant's Voting Common Stock, par
value $.01 per share, and the related Preferred Stock Purchase Rights,
contained in Item 1 of the Registrant's Registration Statement on Form 8-A
filed on March 21, 1996 under the Exchange Act is incorporated herein by
reference. The securities are registered under Section 12(g) of the Exchange
Act.
Item 5. Interest of Named Experts and Counsel.
The validity of the issuance of the shares of the Registrant's
Voting Common Stock, par value $.01 per share, registered hereunder has been
passed upon by Bryan Cave LLP, St. Louis, Missouri. John P. Denneen, Esq., a
member of Bryan Cave LLP, is Secretary of the Registrant and its subsidiaries.
Two other members of Bryan Cave LLP own an aggregate of 30,940 shares of Voting
Common Stock of the Registrant, warrants to purchase an aggregate of 23,280
shares of the Registrant's Voting Common Stock, par value $.01 per share, at
$11.00 per share and an option to purchase 22,220 shares of the Registrant's
Voting Common Stock, par value $.01 per share, at $11.35 per share.
<PAGE> 4
Item 6. Indemnification of Directors and Officers.
The information contained in Item 15 of the Registrant's
Registration Statement on Form S-1 under the Securities Act of 1933, as amended
(Registration No. 333-1924), is incorporated herein by reference.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Reference is made to the Exhibit Index filed herewith.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus
required by Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any
facts or events arising after the effective date of the
registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in
the registration statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective registration
statement;
(iii) To include any material information
with respect to the plan of distribution not previously
disclosed in the registration statement or any material change
to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8, and
the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement relating
<PAGE> 5
to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof; and
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors, officers, and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer,
or controlling person of the Registrant in the successful defense of any
action, suit, or proceeding) is asserted by such director, officer, or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Town & Country, Missouri on May 1, 1996.
BROOKS FIBER PROPERTIES, INC.
By: /S/ JAMES C. ALLEN
-------------------------
James C. Allen
Vice Chairman and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby severally
constitutes and appoints James C. Allen and David L. Solomon his true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement on Form S-8, and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact
and agent or his substitute may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signatures Title Date
---------- ----- ----
/S/ ROBERT A. BROOKS Director (Chairman of the Board) May 1, 1996
- ----------------------
Robert A. Brooks
/S/ JAMES C. ALLEN Vice Chairman and Director May 1, 1996
- ---------------------- (Chief Executive Officer)
James C. Allen
/S/ D. CRAIG YOUNG President and Director May 1, 1996
- ---------------------- (Chief Operating Officer)
D. Craig Young
/S/ DAVID L. SOLOMON Senior Vice President and Chief May 1, 1996
- ---------------------- Financial Officer (Principal
David L. Solomon Financial and Accounting Officer)
/S/ ROBERT F. BENBOW Director May 2, 1996
- ----------------------
Robert F. Benbow
<PAGE> 7
/S/ JONATHAN M. NELSON Director May 2, 1996
- ----------------------
Jonathan M. Nelson
/S/ G. JACKSON TANKERSLEY, JR. Director May 2, 1996
- ------------------------------
G. Jackson Tankersley, Jr.
<PAGE> 8
Brooks Fiber Properties, Inc.
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
4.1(a) Restated Certificate of Incorporation of the Registrant
(incorporated herein by reference to Exhibit 3.1(a) to the
Registrant's Registration Statement on Form S-1
(No. 333-1924), as amended (the "Registration Statement on
Form S-1")
4.1(b) Certificate of Designation of 6060 Additional shares of $.01
Par Value Series A-2 Voting Convertible Preferred Stock of the
Registrant (incorporated herein by reference to Exhibit 3.1(b)
to the Registration Statement Form S-1)
4.1(c) Certificate of Designation of Series C Junior Participating
Preferred Stock of the Registrant (incorporated herein by
reference to Exhibit 3.1(c) to the Registration Statement on
Form S-1)
4.2 By-laws of the Registrant
4.3 Form of Specimen Certificate of Voting Common Stock of the
Registrant (incorporated herein by reference to Exhibit 4.1 to
the Registration Statement on Form S-1)
4.4 Rights Agreement dated as of February 29, 1996 (incorporated
herein by reference to Exhibit 4.2 to the Registration
Statement on Form S-1)
4.5 Amended and Restated Stockholders' Agreement dated as of June
15, 1995 (incorporated herein by reference to Exhibit 4.3 to
the Registration Statement on Form S-1)
4.6 Amended and Restated Registration Rights Agreement dated as of
June 15, 1995 (incorporated herein by reference to Exhibit 4.4
to the Registration Statement on Form S-1)
4.7 Exchange and Registration Rights Agreement dated as of
February 26, 1996 (incorporated herein by reference to Exhibit
4.5 to the Registration Statement on Form S-1)
4.8 Brooks Fiber Properties, Inc. 1996 Employee Stock Purchase
Plan (incorporated herein by reference to Exhibit 10.3 to the
Registration Statement on Form S-1)
4.9 Indenture dated as of February 26, 1996 between the Registrant
and the Bank of New York, as Trustee (incorporated herein by
reference to Exhibit 4.6 of the Registration Statement on Form
S-1)
<PAGE> 9
4.10 Loan and Security Agreement dated as of November 18, 1994
among AT&T Credit Corporation and certain subsidiaries of the
Registrant (incorporated herein by reference to Exhibit 4.7 of
the Registration Statement on Form S-1)
4.11 The Registrant has not filed certain instruments with respect
to long-term debt since the total amount of securities
authorized thereunder does not exceed 10% of the total assets
of the Registrant and its subsidiaries on a consolidated
basis. The Registrant agrees to furnish a copy of any such
agreement to the Commission upon request.
5.1 Opinion of Bryan Cave LLP
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of BDO Seidman, LLP
23.3 Consent of KPMG Peat Marwick LLP
23.4 Consent of Bryan Cave LLP (included in Exhibit 5.1)
24.1 Power of Attorney (included in Signature Page)
<PAGE> 1
EXHIBIT 4.2
BY-LAWS
OF
BROOKS FIBER PROPERTIES, INC.
<PAGE> 2
BY-LAWS
OF
BROOKS FIBER PROPERTIES, INC.
TABLE OF CONTENTS
-----------------
PAGE
ARTICLE I Offices . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 1.1 Registered Office . . . . . . . . . . . . . . . . . . . . . 4
Section 1.2 Other Offices . . . . . . . . . . . . . . . . . . . . . . . 4
ARTICLE II Meetings of Stockholders. . . . . . . . . . . . . . . . . . 4
Section 2.1 Place . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 2.2 Annual Meetings . . . . . . . . . . . . . . . . . . . . . . 4
Section 2.3 Special Meetings. . . . . . . . . . . . . . . . . . . . . . 4
Section 2.4 Notice of Meetings. . . . . . . . . . . . . . . . . . . . . 4
Section 2.5 Adjournments. . . . . . . . . . . . . . . . . . . . . . . . 5
Section 2.6 List of Stockholders. . . . . . . . . . . . . . . . . . . . 5
Section 2.7 Quorum. . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 2.8 Organization. . . . . . . . . . . . . . . . . . . . . . . . 5
Section 2.9 Proxies; Voting . . . . . . . . . . . . . . . . . . . . . . 6
ARTICLE III Board of Directors. . . . . . . . . . . . . . . . . . . . . 6
Section 3.1 General Powers. . . . . . . . . . . . . . . . . . . . . . . 6
Section 3.2 Number and Term of Office . . . . . . . . . . . . . . . . . 6
Section 3.3 Resignation, Removal and Vacancies. . . . . . . . . . . . . 7
Section 3.4 Meetings. . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 3.5 Compensation. . . . . . . . . . . . . . . . . . . . . . . . 8
Section 3.6 Nominations . . . . . . . . . . . . . . . . . . . . . . . . 8
ARTICLE IV Committees. . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 4.1 Committees. . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 4.2 Meetings and Quorum . . . . . . . . . . . . . . . . . . . . 9
ARTICLE V Officers. . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 5.1 Election and Appointment; Term of Office. . . . . . . . . . 10
Section 5.2 Resignation; Removal; Vacancies . . . . . . . . . . . . . . 10
Section 5.3 Duties and Functions. . . . . . . . . . . . . . . . . . . . 10
ARTICLE VI Books and Records . . . . . . . . . . . . . . . . . . . . 12
ARTICLE VII Shares and Their Transfer; Fixing Record Dates. . . . . . 12
Section 7.1 Certificates for Stock. . . . . . . . . . . . . . . . . . 12
Section 7.2 Transfer Agents and Registrars; Facsimile Signatures . . . 12
Section 7.3 Stock Record. . . . . . . . . . . . . . . . . . . . . . . . 13
Section 7.4 Transfer of Stock . . . . . . . . . . . . . . . . . . . . . 13
Section 7.5 Lost, Stolen, Destroyed, or Mutilated Certificates. . . . . 13
Section 7.6 Record Dates. . . . . . . . . . . . . . . . . . . . . . . . 13
<PAGE> 3
PAGE
ARTICLE VIII Corporate Seal. . . . . . . . . . . . . . . . . . . . . . . 14
ARTICLE IX Fiscal Year . . . . . . . . . . . . . . . . . . . . . . . . 14
ARTICLE X Indemnification . . . . . . . . . . . . . . . . . . . . . . 14
ARTICLE XI Amendments. . . . . . . . . . . . . . . . . . . . . . . . . 15
<PAGE> 4
BY-LAWS
OF
BROOKS FIBER PROPERTIES, INC.
ARTICLE I
Offices
-------
SECTION 1.1 Registered Office. The registered office of the
Corporation in the State of Delaware shall be located at 1013 Centre Road, City
of Wilmington, County of New Castle, Delaware, 19805. The name of the
registered agent in charge thereof is Corporation Service Company.
SECTION 1.2 Other Offices. The Corporation may also have offices at
such other places within or without the State of Delaware as the Board of
Directors may from time to time determine or as the business of the Corporation
may require.
ARTICLE II
Meetings of Stockholders
------------------------
SECTION 2.1 Place. Meetings of stockholders shall be held at such
place, within or without the State of Delaware, as shall be designated from
time to time by the Board of Directors and stated in the notice of the meeting.
SECTION 2.2 Annual Meetings. The annual meeting of stockholders for
the election of directors and for the transaction of such other business as may
properly come before the meeting shall be held on the second Tuesday of April
if not a legal holiday, and if a legal holiday then on the next day following
which is not a legal holiday, at 10:00 A.M., or at such other date and time as
shall be designated from time to time by the Board of Directors and stated in
the notice of the meeting.
SECTION 2.3 Special Meetings. Special meetings of the stockholders
for any purpose or purposes may be called by any two (2) members of the Board
of Directors or by the Chairman of the Board of the Corporation, to be held at
such place, either within or without the State of Delaware, and at such date
and time as shall be designated in the notice of the meeting.
SECTION 2.4 Notice of Meetings. Except as otherwise expressly
required by law, written notice of each meeting of the stockholders shall be
given not less than ten (10) nor more than sixty (60) days before the date of
the meeting to each stockholder of record entitled to vote at such meeting. If
mailed, such notice shall be deemed given when deposited in the United States
mail, postage prepaid, directed to the stockholder at the stockholder's address
as it appears on the records of the Corporation. Every such notice shall state
the place, date and hour of the meeting and, in the case of a special meeting,
the purpose or purposes for which the meeting is called. A written waiver of
notice, signed by the person entitled thereto, whether before or after the time
stated therein, shall be deemed equivalent to notice. Attendance of a person
<PAGE> 5
at a meeting in person or by proxy shall constitute a waiver of notice of such
meeting, except when the person attends the meeting for the express purpose of
objecting, at the beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened.
SECTION 2.5. Adjournments. Any meeting of the stockholders, annual
or special, may adjourn from time to time to reconvene at the same or some
other place, and notice need not be given of any such adjourned meeting if the
time and place thereof are announced at the meeting at which the adjournment is
taken. At the adjourned meeting, the Corporation may transact any business
which might have been transacted at the original meeting. If the adjournment
is for more than thirty (30) days, or if after the adjournment a new record
date is fixed for the adjourned meeting, a notice of the adjourned meeting
shall be given to each stockholder of record entitled to vote at the meeting.
SECTION 2.6 List of Stockholders. At least ten (10) days before every
meeting of the stockholders, the Secretary or other officer of the Corporation
who shall have charge of the stock ledger of the Corporation shall prepare and
make, or cause the preparation and making of, a complete list of the
stockholders entitled to vote at the meeting, arranged in alphabetical order,
and showing the address of each stockholder and the number of shares registered
in the name of each stockholder. Such list shall be open to the examination of
any stockholder, for any purpose germane to the meeting, during ordinary
business hours, for a period of at least ten (10) days prior to the meeting,
either at a place within the city where the meeting is to be held, which place
shall be specified in the notice of the meeting, or, if not so specified, at
the place where the meeting is to be held. Such list shall also be produced
and kept at the time and place of the meeting during the whole time thereof,
and may be inspected by any stockholder who is present.
SECTION 2.7 Quorum. At each meeting of the stockholders, except as
otherwise expressly required by law or by the Certificate of Incorporation of
the Corporation, the holders of a majority of the voting power of the issued
and outstanding shares of each class of stock of the Corporation entitled to
vote at the meeting, present in person or represented by proxy, shall
constitute a quorum for the transaction of business. For purposes of the
foregoing, two or more classes or series of stock shall be considered a single
class if the holders thereof are entitled to vote together as a single class at
the meeting. In the absence of a quorum at any such meeting or any adjournment
thereof, any officer entitled to preside at, or to act as secretary of, such
meeting may adjourn the meeting from time to time in the manner provided in
Section 2.5 of these By-laws, until stockholders holding the amount of stock
requisite for a quorum shall be present in person or by proxy.
SECTION 2.8 Organization. At each meeting of the stockholders, one of
the following shall act as chairman of the meeting and preside thereat, in the
following order of precedence:
(a) the Chairman of the Board;
(b) the Vice Chairman of the Board;
(c) the President;
(d) any other officer of the Corporation designated by the Board of
Directors to act as chairman of such meeting and to preside
thereat if both of the above-named officers shall be absent from
such meeting; or
<PAGE> 6
(e) in the absence of any of the foregoing, a stockholder of record of
the Corporation who shall be chosen chairman of such meeting by a
majority in voting power of the stockholders present in person or
by proxy at the meeting and entitled to vote thereat.
The Secretary, or, if the Secretary shall be presiding over the meeting in
accordance with the provisions of this Section or if the Secretary shall be
absent from such meeting, the person (who shall be an Assistant Secretary, if
an Assistant Secretary, shall be present thereat) whom the chairman of such
meeting shall appoint, shall act as secretary of such meeting and keep the
minutes thereof.
SECTION 2.9. Proxies; Voting. Each stockholder entitled to vote at
a meeting of stockholders or to express consent or dissent to corporate action
in writing without a meeting may authorize another person or persons to act for
such stockholder by proxy, but no such proxy shall be voted or acted upon after
three (3) years from its date, unless the proxy provides for a longer period.
A duly executed proxy shall be irrevocable if it states that it is irrevocable
and if, and only as long as, it is coupled with an interest sufficient in law
to support an irrevocable power. A stockholder may revoke any proxy which is
not irrevocable by attending the meeting and voting in person or by filing an
instrument in writing revoking the proxy or another duly executed proxy bearing
a later date with the Secretary of the Corporation. Voting at meetings of the
stockholders need not be by written ballot and need not be conducted by
inspectors unless otherwise provided in these By-laws or unless so directed by
the chairman of the meeting or unless the holders of a majority of the voting
power of the outstanding shares of all classes of stock entitled to vote
thereon present in person or by proxy at such meeting shall so determine. At
all meetings of the stockholders for the election of directors, a plurality of
the votes of the shares present in person or represented by proxy at the
meeting and entitled to vote on the election of directors shall be sufficient
to elect. All other elections and questions shall, unless otherwise provided
by law or by the Certificate of Incorporation of the Corporation or a
Certificate of Designation thereunder, or these By-laws, be decided by the vote
of the holders of a majority of the voting power of the outstanding shares of
the Corporation's stock entitled to vote thereon present in person or by proxy
at the meeting, voting as a single class, provided that (except as otherwise
required by law or by the Certificate of Incorporation of the Corporation) the
Board of Directors may require a larger vote upon any election or question.
ARTICLE III
Board of Directors
------------------
SECTION 3.1. General Powers. The business and affairs of the
Corporation shall be managed by or under the direction of the Board of
Directors.
SECTION 3.2. Number and Term of Office. The number of directors
which shall constitute the whole Board of Directors shall be ten (10). Each
director shall hold office for a term of one year or until his or her successor
is elected and qualified or until his or her earlier death, resignation or
removal. In accordance with the provisions of Section 4.1 of the Amended and
Restated Stockholders' Agreement dated as of June 15, 1995 between the
Corporation and the Stockholders of the Corporation named therein (the
"Stockholders' Agreement"), five (5) directors ("Institutional Directors")
<PAGE> 7
shall be designated by certain Institutional Stockholders (as defined in the
Stockholders Agreement), two (2) directors shall be designated by the Board of
Directors and three (3) directors shall be designated by the Founding
Stockholder (as defined in the Stockholders Agreement).
SECTION 3.3. Resignation, Removal and Vacancies. Any director may
resign at any time by giving written notice of his resignation to the Board of
Directors or to the Chairman of the Board or the Secretary of the Corporation.
Any such resignation shall take effect upon receipt unless specified to be
effective at some other time and, unless otherwise specified therein, no
acceptance of such resignation shall be necessary to make it effective. A
director may be removed with or without cause by the holders of a majority of
the shares of stock entitled to vote for the election of directors, provided,
that, if the director to be removed has been designated to serve by a
stockholder or group of stockholders pursuant to the terms of a stockholders
agreement between the Corporation and the holders of at least a majority of the
stock entitled to vote for the election of directors, such stockholder or group
of stockholders has voted in favor of the removal of such director. Any
vacancy by reason of death, resignation, removal or otherwise may be filled by
the holders of a majority of the stock entitled to vote for the election of
directors to fill such vacancy or by a majority of the directors then in
office, though less than a quorum, or by a sole remaining director so elected,
each to hold office until the next annual meeting of stockholders and until his
or her successor shall have been elected and qualified or until his or her
earlier death, resignation or removal; provided, that, if a director whose
vacancy is to be filled has been designated to serve by a stockholder or group
of stockholders pursuant to the terms of a stockholders agreement between the
Corporation and the holders of at least a majority of the stock entitled to
vote for the election of directors, the candidate chosen to fill such vacancy
shall be a candidate designated by such stockholder or group of stockholders.
SECTION 3.4. Meetings.
(A) Annual Meetings. As promptly as practicable after each annual
election of directors, the Board of Directors shall meet for the purpose of
organization, the election of officers and the transaction of other business.
(B) Regular Meetings. Regular meetings of the Board of Directors
shall be held at such times and places as the Board of Directors shall from
time to time determine.
(C) Special Meetings. Special meetings of the Board of Directors
shall be held whenever called by the Chairman of the Board or by any two (2)
members of the Board of Directors. Any and all business may be transacted at a
special meeting which may be transacted at a regular meeting of the Board of
Directors.
(D) Place of Meeting. The Board of Directors may hold its meetings at
such place or places within or without the State of Delaware as the Board of
Directors may from time to time by resolution determine or as shall be
designated in the notice of meeting.
(E) Notice of Meetings. Notice of the annual and other regular
meetings of the Board of Directors or of any adjourned meeting need not be
given. Notice of special meetings of the Board of Directors, or of any meeting
of any committee of the Board of Directors, shall be given to each director, or
member of such committee, at least five (5) business days before the day on
which such meeting is to be held, if by mail, and at least two (2) business
<PAGE> 8
days before the time of the meeting, if by telegraph, cable, telex, telecopy or
telephone, or if delivered personally. Such notice shall include the time and
place of such meeting. A written waiver of notice, signed by the director,
whether before or after such meeting shall be deemed equivalent to notice.
Attendance of a director at a meeting shall constitute a waiver of notice of
such meeting, except when the director attends the meeting for the express
purposes of objecting, at the beginning of the meeting, to the transaction of
any business because the meeting is not lawfully called or convened.
(F) Quorum and Manner of Acting. A majority of the directors then in
office shall be present in person at any meeting of the Board of Directors in
order to constitute a quorum for the transaction of business at such meeting.
In the absence of a quorum for any such meeting, a majority of the directors
present thereat may adjourn such meeting from time to time until a quorum shall
be present. The vote of a majority of the directors present at a meeting at
which a quorum is present shall be the act of the Board of Directors unless the
vote of a greater number of directors or any specified number of such
Institutional Directors shall be required by the Certificate of Incorporation
of the Corporation, these By-laws or any Stockholders Agreement between the
Corporation and the holders of at least a majority of the stock entitled to
vote for the election of directors.
(G) Action by Communications Equipment. The directors, or the members
of any committee of the Board of Directors, may participate in a meeting of the
Board of Directors, or of such committee, by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other, and such participation shall constitute
presence in person at such meeting.
(H) Action by Consent. Any action required or permitted to be taken
at any meeting of the Board of Directors, or of any committee thereof, may be
taken without a meeting if all members of the Board of Directors or such
committee, as the case may be, consent thereto in writing, and such writing is
filed with the minutes of the proceedings of the Board of Directors or such
committee.
(I) Organization. At each meeting of the Board of Directors, the
Chairman of the Board, or, if the Chairman of the Board shall be absent from a
meeting, any director chosen by a majority of the directors present thereat,
shall act as chairman of the meeting and preside thereat. The Secretary or, in
the absence of the Secretary, any person (who shall be an Assistant Secretary,
if an Assistant Secretary shall be present thereat) whom the chairman shall
appoint shall act as secretary of such meeting and keep the minutes thereof.
SECTION 3.5. Compensation. The Board of Directors may provide that
the Corporation shall reimburse directors for any expenses incurred on account
of attendance at any meeting of the Board of Directors or any committee
thereof, and may otherwise fix the compensation of directors. Nothing herein
shall preclude any director from serving the Corporation in any other capacity
and receiving compensation therefor or limit the authority of the Board of
Directors to fix such compensation.
SECTION 3.6. Nominations. Only persons who are nominated in
accordance with the following procedures shall be eligible for election by the
stockholders as Directors. Nominations of persons for election as Directors of
the Corporation may be made at a meeting of stockholders at which Directors are
being elected (i) by or at the direction of the Board of Directors and/or by or
at the direction of any committee or person authorized or appointed by the
<PAGE> 9
Board of Directors or (ii) by any stockholder of the Corporation entitled to
vote for the election of directors at the meeting who complies with the notice
procedures set forth in this Section 3.6. Any nomination other than those
governed by clause (i) of the preceding sentence shall be made pursuant to
timely notice in writing to the Secretary of the Corporation. To be timely, a
stockholder's notice shall be delivered to or mailed and received at the
principal executive offices of the Corporation not less than 50 days prior to
the meeting; provided, however, that in the event that less than 60 days'
notice or prior public disclosure of the date of the meeting is given or made
to stockholders, notice by the stockholder to be timely must be so received not
later than the close of business on the 10th day following the day on which
such notice of the date of the meeting was mailed or such public disclosure was
made. Such stockholder's notice to the Secretary shall set forth (i) the name,
age, business address and residence of any such person, (ii) the principal
occupation or employment of such person, (iii) the class and number of any
shares of the Corporation or any subsidiary of the Corporation which are
beneficially owned by such person, and (iv) any other information relating to
such person that is required to be disclosed in solicitations for proxies for
election of Directors pursuant to any then existing rule or regulation
promulgated under the Securities Exchange Act of 1934, as amended; and (b) as
to the stockholder giving the notice (i) the name and record address of such
stockholder and (ii) the class and number of shares of the Corporation which
are beneficially owned by such stockholder. The Corporation may require any
proposed nominee to furnish such other information as may reasonably be
required by the Corporation to determine the eligibility of such proposed
nominee as a Director. No person shall be eligible for election as a Director
unless nominated as set forth herein.
The chairman of the meeting shall, if the facts warrant, determine
and declare to the meeting that a nomination was not made in
accordance with the foregoing procedure, and if the chairman should so
determine, the chairman shall so declare to the meeting and the
defective nomination shall be disregarded.
ARTICLE IV
Committees
----------
SECTION 4.1. Committees. The Board of Directors may designate one
or more committees, each committee to consist of three (3) or more directors
and to have such duties and functions permitted by law as shall be provided in
such resolution.
SECTION 4.2. Meetings and Quorum. Each Committee shall meet as
often as may be deemed necessary and expedient at such times and places as
shall be determined by such Committee. At all meetings of any Committee, a
majority of the members thereof shall constitute a quorum and the vote of a
majority of all of the members thereof at a meeting at which a quorum is
present shall be the act of such Committee. The Chairman of the Board or, in
his absence, any other member of any Committee selected by a majority of the
members present shall preside at the meetings of any Committee.
<PAGE> 10
ARTICLE V
Officers
--------
SECTION 5.1. Election and Appointment; Term of Office. The
officers of the Corporation shall be a Chairman of the Board, a Vice Chairman
of the Board, a President, one or more Vice Presidents (the number thereof to
be determined from time to time by the Board of Directors), a Treasurer and a
Secretary. Each such officer shall be elected by the Board of Directors at its
annual meeting and shall hold office until the next annual meeting of the Board
of Directors and until his or her successor is elected or until his or her
earlier death, resignation or removal in the manner hereinafter provided. The
Board of Directors may elect or appoint such other officers (including one or
more Assistant Treasurers and one or more Assistant Secretaries) as it deems
necessary who shall have such authority and shall perform such duties as the
Board of Directors may prescribe. If additional officers are elected or
appointed during the year, each of them shall hold office until the next annual
meeting of the Board of Directors at which officers are regularly elected or
appointed and until his or her successor is elected or appointed or until his
or her earlier death, resignation or removal in the manner hereinafter
provided.
SECTION 5.2. Resignation; Removal; Vacancies.
(A) Resignation. Any officer may resign at any time by giving written
notice to the Chairman of the Board or the Secretary of the Corporation, and
such resignation shall take effect upon receipt unless specified therein to be
effective at some other time (subject always to the provisions of
Section 5.2B). No acceptance of any such resignation shall be necessary to
make it effective.
(B) Removal. All officers and agents elected or appointed by the
Board of Directors shall be subject to removal at any time by the Board of
Directors with or without cause.
(C) Vacancies. A vacancy in any office may be filled for the
unexpired portion of the term in the same manner as provided for election or
appointment to such office.
SECTION 5.3. Duties and Functions.
(A) Chairman of the Board. The Chairman of the Board shall preside at
all meetings of stockholders and directors and shall perform such other duties
as the Board of Directors may prescribe.
(B) Vice Chairman of the Board. The Vice Chairman of the Board shall
be the Chief Executive Officer of the Corporation and shall see that orders and
resolutions of the stockholders and Board of Directors are carried into affect.
Subject to the direction and control of the Board of Directors, the Vice
Chairman of the Board shall have responsibility for the management and control
of the affairs and business of the Corporation and shall perform all duties and
have all powers which are commonly incident to the office of the Chief
Executive Officer, including the power to enter into commitments, execute and
deliver contracts and do and perform all such other acts and things as are
necessary and appropriate in the ordinary course of business to accomplish the
Corporation's business and operations and to manage the day to day business and
affairs of the Corporation. In the absence or incapacity of the Chairman of
the Board or the President, the Vice Chairman of the Board shall perform the
<PAGE> 11
duties of the Chairman of the Board or the President, as the case may be. The
Vice Chairman of the Board may assign such duties to other officers of the
Corporation as he or she deems appropriate.
(C) President. The President shall act under the direction of the
Vice Chairman of the Board. The President shall be the Chief Operating Officer
of the Corporation and shall have such powers and perform such duties as the
Board of Directors or the Vice Chairman of the Board may prescribe.
(D) Vice Presidents. The Vice Presidents shall have such powers and
perform such duties as the Board of Directors or the Vice Chairman of the Board
or the President may prescribe. One or more Vice Presidents may be given and
shall use as part of his or her title such other designations, including,
without limitation, the designations "Executive Vice President" and "Senior
Vice President", as the Board of Directors may designate from time to time. In
the absence or incapacity of the Vice Chairman of the Board and the President,
the powers and duties of the President shall be vested in and performed by such
Vice Presidents as have the designation "Executive Vice President", in the
order of their seniority or as otherwise established by action of the Board of
Directors from time to time, or by such other officer as the Board of Directors
or the Vice Chairman of the Board shall have most recently designated for that
purpose in a writing filed with the Secretary.
(E) Treasurer. The Treasurer shall act under the direction of the
Vice Chairman of the Board. Subject to the direction of the Vice Chairman of
the Board, the Treasurer shall have charge and custody of and be responsible
for all funds and securities of the Corporation and the deposit thereof in the
name and to the credit of the Corporation in such depositories as may be
designated by the Board of Directors or by the Treasurer pursuant hereto. The
Treasurer shall be authorized at any time, and from time to time, by a writing
countersigned by the Vice Chairman of the Board, to open bank accounts in the
name of the Corporation in any bank or trust company for the deposit therein of
any funds, drafts, checks or other orders for the payment of money to the
Corporation; and the Treasurer shall be authorized at any time, and from time
to time, by a writing countersigned by the Vice Chairman of the Board, to
authorize and empower any representative or agent of the Corporation to draw
upon or sign for the Corporation either manually or by the use of facsimile
signature, any and all checks, drafts or other orders for the payment of money
against such bank accounts which any such bank or trust company may pay without
further inquiry. Subject to the direction of the Vice Chairman of the Board,
the Treasurer shall also have charge of the accounting records of the
Corporation, shall keep full and accurate accounts of all receipts and
disbursements in books belonging to the Corporation, shall maintain adequate
internal control of the Corporation's accounts, and may perform such other
duties as may be prescribed by the Vice Chairman of the Board, and by the Board
of Directors.
(F) Secretary. The Secretary shall act under the direction of the
Vice Chairman of the Board. Subject to the direction of the Vice Chairman of
the Board, the Secretary shall attend all meetings of the Board of Directors
and the stockholders and record the proceedings in a book to be kept for that
purpose and shall perform like duties for committees designated by the Board of
Directors when required. The Secretary shall give or cause to be given notice
of all meetings of the stockholders and special meetings of the Board of
Directors. The Secretary shall affix the seal of the Corporation to all deeds,
contracts, bonds or other instruments requiring the corporate seal when the
same shall have been signed on behalf of the Corporation by a duly authorized
officer. The Secretary shall be the custodian of all contracts, deeds,
<PAGE> 12
documents and all other indicia of title to properties owned by the Corporation
and of its other corporate records (except accounting records).
G. Execution of Documents. The Board of Directors or the Vice
Chairman of the Board shall designate the officers, employees and agents of the
Corporation who shall have power to execute and deliver deeds, contracts,
mortgages, bonds, debentures, checks, notes, drafts and other orders for the
payment of money and other documents in the ordinary course of business of the
Corporation for and in the name of the Corporation, except when the execution
and delivery thereof shall be expressly delegated by the Board of Directors or
these By-laws to some other officer or agent of the Corporation.
ARTICLE VI
Books and Records
-----------------
The books and records of the Corporation may be kept at such places
within or without the State of Delaware as the Board of Directors may from time
to time determine.
ARTICLE VII
Shares and Their Transfer; Fixing Record Dates
----------------------------------------------
SECTION 7.1. Certificates for Stock. Every owner of stock of the
Corporation shall be entitled to have a certificate certifying the number of
shares owned and designating the class of stock to which such shares belong,
which shall otherwise be in such form as the Board of Directors shall
prescribe. Each such certificate shall be signed by, or in the name of the
Corporation by, the Vice Chairman of the Board or the President or a Vice
President and by the Treasurer or an Assistant Treasurer or the Secretary or an
Assistant Secretary of the Corporation. In the event the Corporation is
advised in writing of any agreement or agreements among stockholders of the
Corporation relating to restrictions on the transferability or voting rights of
the Corporation's stock, no certificate for such restricted stock will be
issued by the Corporation unless first imprinted with a legend referring to
such agreement or agreements.
SECTION 7.2 Transfer Agents and Registrars; Facsimile Signatures. The
Board of Directors shall have the power to appoint one or more transfer agents
and/or registrars for the transfer and/or registration of certificates of stock
of any class, and may require that stock certificates shall be countersigned
and/or registered by one or more of such transfer agents and/or registrars. In
the case of certificates for stock of the Corporation countersigned by a
transfer agent of the Corporation and/or registered by a registrar of the
Corporation, the signatures of the officers of the Corporation thereon may be
facsimiles of their respective autograph signatures, and all such stock
certificates so countersigned and/or registered and signed in facsimile as
aforesaid shall be as valid and effective for all purposes as if the facsimile
signatures thereon of such officers were their respective autograph signatures,
and notwithstanding the fact that any such officer whose facsimile signature
appears thereon may have ceased to be such officer at the time when any such
stock certificate shall be actually issued or delivered.
<PAGE> 13
SECTION 7.3. Stock Record. A record shall be kept of the name of
the person owning the stock represented by each certificate for stock of the
Corporation issued, the number of shares represented by each such certificate,
and the date thereof, and, in the case of cancellation, the date of
cancellation. The person in whose name shares of stock stand on the books of
the Corporation shall be deemed the owner thereof for all purposes.
SECTION 7.4. Transfer of Stock. Transfers of shares of the stock
of the Corporation shall be made only on the books of the Corporation by the
registered holder thereof, or by the attorney of such registered holder
thereunto authorized by power of attorney duly executed and filed with the
Secretary of the Corporation, and upon the surrender to the Corporation or a
transfer agent of the Corporation of the certificate or certificates for such
shares properly endorsed or accompanied by proper evidence of succession,
assignment or authority to transfer.
SECTION 7.5. Lost, Stolen, Destroyed or Mutilated Certificates.
The holder of any stock of the Corporation shall promptly notify the
Corporation of any loss, theft, destruction or mutilation of the certificate
therefor. The Corporation may issue a new certificate for stock in the place
of any certificate theretofore issued by it and alleged to have been lost,
stolen, destroyed or mutilated, and the Board of Directors may, in its
discretion, require the owner of the lost, stolen, destroyed or mutilated
certificate or the legal representative of such owner to give the Corporation a
bond in such sum, limited or unlimited, in such form and with such surety or
sureties as the Board of Directors shall in its discretion determine, to
indemnify the Corporation against any claim that may be made against it on
account of the alleged loss, theft, destruction or mutilation of any such
certificate or the issuance of any such new certificate.
SECTION 7.6. Record Dates. In order that the Corporation may
determine the stockholders entitled to notice of or to vote at any meeting of
the stockholders or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock
or for the purpose of any other lawful action, the Board of Directors may fix,
in advance, a record date, which shall not be more than sixty (60) nor less
than ten (10) days before the date of such meeting, nor more than sixty (60)
days prior to any such other action. If no record date is fixed: (1) the
record date for determining stockholders entitled to notice of or to vote at a
meeting of stockholders shall be at the close of business on the day next
preceding the day on which notice is given, or, if notice is waived, at the
close of business on the day next preceding the day on which the meeting is
held; (2) the record date for determining stockholders entitled to express
consent to corporate action in writing without a meeting, when no prior action
by the Board of Directors is necessary, shall be the day on which the first
written consent is expressed; and (3) the record date for determining
stockholders for any other purpose shall be at the close of business on the day
on which the Board of Directors adopts the resolution relating thereto. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for
the adjourned meeting.
<PAGE> 14
ARTICLE VIII
Corporate Seal
--------------
The corporate seal shall have inscribed thereon the name of the
Corporation, the year of its organization, and the words "Corporate Seal
Delaware". The seal may be used by causing it or a facsimile to be impressed
or affixed or in any other manner reproduced.
ARTICLE IX
Fiscal Year
-----------
The fiscal year of the Corporation shall end on the 31st day of
December of each year, or as otherwise fixed by resolution of the Board of
Directors.
ARTICLE X
Indemnification
---------------
A. Every person who was or is a party or is threatened to be made a
party to or is involved in any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that such person or a person of whom such person is a legal
representative is or was a director or officer of the Corporation, or is or was
serving at the request of the Corporation or for its benefit as a director,
officer, employee or agent of any other corporation, or as the representative
of the Corporation in a partnership, joint venture, trust or other entity,
shall be indemnified and held harmless by the Corporation to the fullest extent
legally permissible under the General Corporation Law of the State of Delaware,
as amended from time to time, against all expenses, liabilities and losses
(including attorneys' fees, judgments, fines and amounts paid or to be paid in
settlement) reasonably paid or incurred by such person in connection therewith.
Such right of indemnification shall be a contract right that may be enforced in
any manner desired by such person. Such right of indemnification shall include
the right to be paid by the Corporation the expenses incurred in defending any
such action, suit or proceeding in advance of its final disposition upon
receipt of an undertaking by or on behalf of such person to repay such amount
if ultimately it should be determined that such person is not entitled to be
indemnified by the Corporation under the General Corporation Law of the State
of Delaware. Such right of indemnification shall not be exclusive of any other
right which such directors, officers or representatives may have or hereafter
acquire and, without limiting the generality of such statement, they shall be
entitled to their respective rights of indemnification under the Certificate of
Incorporation of the Corporation or any agreement, vote of stockholders,
provision of law or otherwise, as well as their rights under this Article X.
B. Notwithstanding anything in this Article X to the contrary, no
person shall be indemnified in respect of any claim, action, suit or proceeding
initiated by any such person or in which any such person has voluntarily
intervened, other than an action initiated by such person to enforce
indemnification rights hereunder or an action initiated with the approval of a
majority of the Board of Directors.
<PAGE> 15
C. The Board of Directors may cause the Corporation to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the Corporation, or is or was serving at the request of
the Corporation or for its benefit as a director, officer, employee or agent of
any other corporation, or as the representative of the Corporation in a
partnership, joint venture, trust or other entity, against any expense,
liability or loss asserted against or incurred by any such person in any such
capacity or arising out of such status, whether or not the Corporation would
have the power to indemnify such person against such expense, liability or
loss.
D. The Board of Directors may adopt further By-laws from time to time
with respect to indemnification and may amend these and such further By-laws to
provide at all times the fullest indemnification permitted by the General
Corporation Law of the State of Delaware, as amended from time to time.
ARTICLE XI
Amendments
----------
These By-laws may be altered, amended or repealed by (i) the
affirmative vote of at least 66-2/3% of the members of the Board of Directors
present at a meeting at which a quorum is present, which vote shall include the
affirmative vote of at least three Institutional Directors, or (ii) the holders
of 66-2/3% of the issued and outstanding shares of the Corporation's stock
entitled to vote generally at a meeting of stockholders, voting as a single
class.
<PAGE> 1
EXHIBIT 5.1
BRYAN CAVE LLP
ONE METROPOLITAN SQUARE, SUITE 3600
ST. LOUIS, MISSOURI 63102-2750
(314) 259-2000
FACSIMILE: (314) 259-2020
Washington, D.C. London, England
New York, New York Frankfurt Am Main, Germany
Kansas City, Missouri Riyadh, Saudi Arabia
Overland Park, Kansas Kuwait City, Kuwait
Phoenix, Arizona Dubai, United Arab Emirates
Los Angeles, California Hong Kong
Santa Monica, California Affiliated Office In Beijing
Irvine, California
May 6, 1996
Board of Directors
Brooks Fiber Properties, Inc.
425 Woods Mill Road South, Suite 300
Town & Country, Missouri 63017
Gentlemen:
We have acted as special counsel to Brooks Fiber Properties,
Inc., a Delaware corporation (the "Company"), in connection with the filing of
a Registration Statement on Form S-8 (the "Registration Statement") with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Act"), concerning the offering and sale of up to 500,000 shares of the
Company's Voting Common Stock, par value $.01 per share (the "Common Stock"),
and related Preferred Stock Purchase Rights, pursuant to the terms of the
Company's 1996 Employee Stock Purchase Plan (the "Plan").
In connection herewith, we have examined and relied without
independent investigation as to matters of fact upon such certificates of
public officials, such statements and certificates of officers of the Company
and originals or copies certified to our satisfaction of the Registration
Statement, the Restated Certificate of Incorporation and By-laws of the
Company, proceedings of the Board of Directors of the Company and such other
corporate records, documents, certificates and instruments as we have deemed
necessary or appropriate in order to enable us to render the opinions expressed
below. In rendering this opinion, we have assumed the genuineness of all
signatures on all documents examined by us, the authenticity of all documents
submitted to us as originals and the conformity to authentic originals of all
documents submitted to us as certified or photostatted copies.
Based upon the foregoing and in reliance thereon, and subject
to the qualifications and limitations stated herein, we are of the opinion
that:
(1) The Company is a corporation validly existing in good standing
under the laws of the State of Delaware; and
(2) When,
(i) the Registration Statement shall have become effective
under the Act; and
<PAGE> 2
Board of Directors
Brooks Fiber Properties, Inc.
May 6, 1996
Page 2
(ii) the shares of Common Stock being offered and sold by
the Company shall have been duly issued and sold in
accordance with the terms of the Plan;
then such shares of Common Stock will be legally issued, fully
paid and non-assessable.
This opinion is not rendered with respect to any laws other
than the General Corporation Law of the State of Delaware and the Act.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement. We also consent to your filing copies of this
opinion as an exhibit to the Registration Statement with agencies of such
states as you deem necessary in the course of complying with the laws of such
states regarding the offering and sale of such shares of Common Stock. In
giving this consent, we do not admit that we are in the category of persons
whose consent is required under Section 7 of the Act or the rules and
regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
/S/ BRYAN CAVE LLP
Bryan Cave LLP
<PAGE> 1
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors and Stockholders
Brooks Fiber Properties, Inc.:
We consent to incorporation by reference in the registration statement on
Form S-8 of Brooks Fiber Properties, Inc. of our report dated January 26, 1996,
related to the consolidated balance sheets of Brooks Fiber Properties, Inc. as
of December 31, 1995 and 1994, and the related consolidated statements of
operations, changes in stockholders' equity, and cash flows for each of the
years in the two-year period ended December 31, 1995 and the period from
November 10, 1993 (date of inception) to December 31, 1993, which report
appears in the Registration Statement on Form S-1 (Registration No. 333-1924)
of Brooks Fiber Properties, Inc.
/S/ KPMG PEAT MARWICK LLP
KPMG PEAT MARWICK LLP
St. Louis, Missouri
May 6, 1996
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement on Form S-8 and related Offering Circular pertaining to the Brooks
Fiber Properties, Inc. 1996 Employee Stock Purchase Plan of our report dated
February 29, 1996, relating to the consolidated financial statements of City
Signal, Inc. incorporated herein by reference.
/S/ BDO SEIDMAN, LLP
BDO SEIDMAN, LLP
Grand Rapids, Michigan
May 6, 1996
<PAGE> 1
EXHIBIT 23.3
INDEPENDENT AUDITORS' CONSENT
The Board of Directors and Stockholders
Brooks Fiber Properties, Inc.:
We consent to incorporation by reference in the registration statement on
Form S-8 of Brooks Fiber Properties, Inc. of our report dated February 16,
1996, related to the consolidated balance sheet of Brooks Telecommunications
Corporation as of December 31, 1995, and the related consolidated statements of
operations, changes in stockholders' equity, and cash flows for the year ended
December 31, 1995, which report appears in the registration statement on
Form S-1 (Registration No. 333-1924) of Brooks Fiber Properties, Inc.
/S/ KPMG PEAT MARWICK LLP
KPMG PEAT MARWICK LLP
St. Louis, Missouri
May 6, 1996
