<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
--------------
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):
March 3, 1997
BROOKS FIBER PROPERTIES, INC.
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Missouri
- --------------------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation)
0-28036
- --------------------------------------------------------------------------------
(Commission File Number)
43-1656187
- --------------------------------------------------------------------------------
(I.R.S. Employer Identification Number)
425 Woods Mill Road South, Suite 300,
St. Louis, Missouri 63017
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code:
(314) 878-1616
<PAGE>
ITEM 5. OTHER EVENTS.
On March 3, 1997, the Company announced that it had concluded
definitive agreements for the acquisition of the Phoenix Fiberlink assets and
networks in operation and under construction in Salt Lake City, Utah and Reno,
Nevada, together with Phoenix Fiberlink's operating rights in Boise, Idaho. The
definitive agreements provide for the purchase price to be paid through the
combination of cash and the issuance by the Company of an aggregate of 600,000
shares of the Company's Common Stock valued at $26.125 per share. Consummation
of the transaction is subject to, among other conditions, regulatory approvals.
A copy of the Company's press release dated March 3, 1997, with respect
to the transactions described above, is attached as an Exhibit to this Current
Report.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
Exhibit No. Description of Exhibit
- ----------- -------------------------------------------------------------------
99 Press release issued by the registrant on March 3, 1997.
2
<PAGE>
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.
BROOKS FIBER PROPERTIES, INC.
Date: March 12, 1997 By: David L. Solomon
-------------------------------------
David L. Solomon
Executive Vice President and Chief
Financial Officer (Principal
Financial and Accounting Officer)
3
<PAGE>
EXHIBIT INDEX
Exhibit No. Description of Exhibit
- ----------- -------------------------------------------------------------------
99 Press release issued by the registrant on March 3, 1997.
<PAGE>
[CORPORATE LOGO] BROOKS FIBER PROPERTIES
Your Gateway Brooks Fiber Properties, Inc.
To The 425 Woods Mill Road South / Suite 300
Information Age Town & Country, Missouri 63017
314 878-1616 Fax 314 878-3211
FOR IMMEDIATE RELEASE
Contact: Waymon R. Tipton
Senior Vice President
(800) 799-8914, ext. 313
BROOKS FIBER PROPERTIES AGREES TO ACQUIRE PHOENIX FIBERLINK
--------------------
ACQUISITION WILL GIVE BROOKS OPERATIONAL MARKET IN SALT LAKE
CITY AND EXPAND COMPANY'S EXISTING NETWORK IN RENO
St. Louis, MO (March 3, 1997) - Brooks Fiber Properties, Inc. (Nasdaq/NM:BFPT),
a nationwide competitive local telecommunications services company, today
announced the acquisition of the assets of Phoenix Fiberlink ("PFI"), a provider
of competitive local telecommunications services in the Salt Lake City, Utah and
Reno, Nevada metropolitan markets, and plans for the development of a
telecommunications network in Boise, Idaho, in a transaction involving cash and
600,000 shares of Brooks Fiber common stock. The agreement is subject to
regulatory approvals.
James C. Allen, Chief Executive Officer of Brooks Fiber Properties, said,
"This acquisition provides us with an outstanding platform for our entry into
Salt Lake City, one of the fastest growing cities in the country and a market we
have explored for some time. Salt Lake City fits perfectly in our strategy of
targeting high growth, technology rich cities where the demand for our services
is accelerating. Furthermore, the recently announced expansion of our operating
agreement with AT&T to include Salt Lake City allows us to enter this market
with the assurance of substantial additional revenues."
The Phoenix Fiberlink network in Salt Lake City has over fifty miles of
fiber optic cable with an additional sixteen miles under construction. The
operational network is configured in SONET compatible rings and is fully
operational. In Salt Lake City, PFI recently initiated internet services,
providing direct connectivity of its customers to the internet.
"The acquisition practically doubles our network size in Reno where we have
an operational network," Allen continued. "In addition, PFI is an established
MCI 'preferred
-MORE-
<PAGE>
BFPT Agrees to Acquire Phoenix Fiberlink
Page 2
March 3, 1997
provider,' and we will assume that relationship upon closing, which will greatly
benefit our existing network operations."
In Reno, PFI has installed a 20-mile fully SONET compatible network, with
eleven additional miles under construction. The two networks together will
connect the vast majority of the high capacity users in Reno.
"By combining our resources with the excellent existing PFI operations, we
will have established a strong position in these markets, Allen stated. "Our
confidence in the PFI operation is heightened because two of our existing
markets, Sacramento and San Jose, were also acquired from the Phoenix group."
Brooks Fiber Properties, Inc., headquartered in St. Louis, Missouri, in a
leading full service provider of competitive local telecommunications services
in cities across the United States. With networks operational or under
construction in 37 U.S. cities, the company provides its customers with advanced
and reliable high-capacity voice, video, data and other enhanced
telecommunications services.
You can now receive fax copies of recent Brooks Fiber news releases 24
hours a day by calling 1-800-758-5804 and entering 102207 or visit Brooks Fiber
on the Internet at www.Brooks.net.
# # #
