SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 1
to
FORM 10-Q/A
(Mark One)
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1996
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 0-28036
BROOKS FIBER PROPERTIES, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE
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(State or other jurisdiction of incorporation or organization)
43-1656187
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(I.R.S. Employer Identification No.)
425 Woods Mill Road South, Suite 300, St. Louis, Missouri 63017
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 314-878-1616
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(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Shares of Voting Common Stock outstanding at September 30, 1996: 28,461,890 par
value $.01.
Exhibit Index is on page 5.
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PART II
Item 4. Submission of Matters to a Vote of Security Holders
At the Annual Meeting of Stockholders of the Company held on August 20, 1996,
four proposals described in the Notice of Annual Meeting of Stockholders dated
July 23, 1996 were voted upon.
1. The shareholders elected eight directors, Mr. Robert A. Brooks, Mr.
Jonathan M. Nelson and Mr. G. Jackson Tankersley, Jr. each for a term of
three years; Mr. James C. Allen, Mr. William J. Bresnan and Mr. D. Craig
Young each for a term of two years; and Mr. Robert F. Benbow and Mr.
Ronald H. Vander Pol each for a term of one year.
Directors For Withheld
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Robert A. Brooks 24,038,395 141,900
Jonathan M. Nelson 24,042,425 137,870
G. Jackson Tankersley, Jr. 24,042,495 137,800
James C. Allen 24,038,395 141,900
William J. Bresnan 24,042,495 137,800
D. Craig Young 24,036,195 144,100
Robert F. Benbow 24,042,425 137,870
Ronald H. Vander Pol 24,038,395 141,900
2. The proposal to approve an amendment to the Company's Restated Certificate
of Incorporation to divide the Board of Directors into three classes having
staggered terms of three years each was approved by a vote of 20,325,940 in
favor to 2,459,128 against, with 125,800 abstaining and 1,269,427 broker
non-votes.
3. The proposal to approve the adoption of the Brooks Fiber Properties, Inc.
1996 Employee Stock Purchase Plan was approved by a vote of 22,708,244 in
favor to 139,413 against, with 123,100 abstaining and 1,209,538 broker
non-votes.
4. The proposal to ratify the appointment of KPMG Peat Marwick LLP as
independent auditors for the fiscal year ending December 31, 1996 was
approved by a vote of 23,994,455 in favor to 63,340 against, with 122,500
abstaining.
2
<PAGE>
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibit No.
(Reference to Item 601(b)
of Regulation S-K) Description
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3 Certificate of Amendment of Certificate of
Incorporation of the Company dated
as of August 20, 1996
11 Statement regarding Computation
of Per Share Earnings
27 Financial Data Schedule
(furnished to the Securities and
Exchange Commission for
Electronic Data Gathering,
Analysis, and Retrieval
[EDGAR] purposes only)
(b) Reports on Form 8-K
There were no reports on Form 8-K filed during the quarter for which this
report is filed.
3
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SIGNATURES
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 thereunto duly authorized to sign on behalf of the Registrant and as
the Principal Financial Officer thereof.
BROOKS FIBER PROPERTIES, INC.
(Registrant)
Date: November 14, 1996 By: /s/ David L. Solomon
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David L. Solomon
(Principal Financial Officer)
4
<PAGE>
EXHIBIT INDEX
Exhibit Sequential
Number Description Page Number
3 Certificate of Amendment of Certificate of Incorporation
of the Company dated as of August 20, 1996 6
*11 Computation of Earnings Per Share
*27 Financial Data Schedule(furnished to the Securities and
Exchange Commission for Electronic DataGathering, Analysis,
and Retrieval [EDGAR] purposes only)
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*Previously Filed
5
EXHIBIT 3
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
* * * * *
<PAGE>
BROOKS FIBER PROPERTIES, INC., a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware, DOES
HEREBY CERTIFY:
FIRST: That the Board of Directors of said corporation, by unanimous
written consent adopted a resolution proposing and declaring advisable that the
Certificate of Incorporation of BROOKS FIBER PROPERTIES, INC. be amended to
include a new Article Tenth to read as follows:
TENTH.
A. The Board of Directors shall be divided into three (3) classes,
designated Class I, Class II and Class III. Each class shall consist, as
nearly as may be possible, of one-third of the total number of directors
constituting the entire Board of Directors. At the annual meeting of
stockholders to be held in 1996, the directors of Class I shall be elected
for a term of one year, the directors of Class II shall be elected for a
term of two years, and the directors of Class III shall be elected for a
term of three years, and in each case, until their respective successors
shall have been elected and qualified in the class to which such director
is assigned or until their earlier death, resignation and removal. At each
annual meeting of stockholders thereafter, the successors of the directors
of the class whose term expires in that year shall be elected to hold
office for a term of three years (and until their respective successors
shall have been elected and qualified in such class or until their earlier
death, resignation or removal), so that the term of one class of directors
shall expire in each year. If the number of directors is changed, any
increase or decrease in directorships shall be apportioned among the
classes so as to maintain the number of directors in each class as nearly
equal as possible, and any additional directors of any class elected to
fill a vacancy resulting from an increase in such class shall hold office
only until the next election of directors by the stockholders, but in no
case will a decrease in the number of directors shorten the term of any
incumbent director. Any vacancy on the Board of Directors, whether arising
through death, resignation or removal, or through an increase in the number
of directors, may be filled by the affirmative vote of a majority of the
remaining directors then in office, even if less than a quorum. Any
director elected to fill a vacancy shall hold office only until the next
election of directors by the stockholders.
B. Notwithstanding anything in the Certificate of Incorporation or
By-Laws of the Corporation to the contrary, whenever the holders of any one
or more classes or series of shares of capital stock of the Corporation
other than shares of Voting Common Stock shall have the right, voting
separately by class or series, to elect directors, the election, term of
office, filling of vacancies and other features of
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such directorship shall be governed by the terms of the Restated
Certificate of Incorporation of the Corporation or any Certificate of
Designation thereunder applicable thereto; and such directors so elected
shall not be divided into classes pursuant to this Article Tenth unless
expressly provided by such terms.
SECOND: That holders of more than a majority of all the outstanding
Voting Common Stock voted in favor of said amendment.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, said BROOKS FIBER PROPERTIES, INC. has caused this
certificate to be signed by J. C. Allen, its Vice Chairman, and attested by
J. P. Denneen, its Secretary this 20th day of August, 1996.
BROOKS FIBER PROPERTIES, INC.
By: /s/ James C. Allen
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J. C. Allen, Vice Chairman
ATTEST:
/s/ J. P. Denneen
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J. P. Denneen
Secretary
