SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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):
June 20, 1997
BROOKS FIBER PROPERTIES, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
0-28036
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(Commission File Number)
43-1656187
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(I.R.S. Employer Identification Number)
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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ITEM 5. OTHER EVENTS.
(a) On June 20, 1997, Brooks Fiber Properties, Inc., a Delaware corporation (the
"Registrant"), entered into a commitment letter with Goldman, Sachs Credit
Partners L.P. (the "Commitment Letter") to obtain financing for its and its
subsidiaries operations and capital expenditures. The Commitment Letter
contemplates that the Registrant will establish secured revolving credit
facilities of $250 million, consisting of a $160 million secured revolving
credit facility and $90 million secured revolving purchase money facility. The
proceeds of the facilities would be used to finance capital expenditures and
working capital, to provide purchase money financing for the acquisition,
construction or improvement of telecommunications assets and for other general
corporate purposes of the Registrant and its subsidiaries.
(b) On June 24, 1997, the Registrant completed the purchase of 50,000 Units
consisting of $50,000,000 aggregate principal amount of the 13 1/2% Senior Notes
due June 24, 2004 (the "Notes") of Verio Inc., a Delaware corporation ("Verio"),
and warrants (the "Warrants") to acquire 704,160 shares of Verio's common stock,
par value $0.001 per share (the "Common Stock"), in a private sale exempt from
the registration requirements of the Securities Act of 1933, as amended (the
"Act"), from Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Lazard Freres & Co. in accordance with Rule 144A of the Act.
As of June 24, 1997, the Registrant also owned 1,666,667 shares of Verio's
Series A Preferred Stock, par value $0.001 per share, 2,500,000 shares of
Verio's Series B Preferred Stock, par value $0.001 per share, and 498,304 shares
of Verio's Series C Preferred Stock, par value $0.001 per share, all of which
shares are convertible, on a one-for-one basis, into shares of Common Stock.
A copy of the Registrant's press release dated June 27, 1997, with respect
to the transaction described above, is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
Exhibit No. Description of Exhibit
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99.1 Press Release of the Registrant dated June 27, 1997.
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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.
BROOKS FIBER PROPERTIES, INC.
Date: June 27, 1997 By: David L. Solomon
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David L. Solomon
Executive Vice President and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
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EXHIBIT INDEX
Exhibit No. Description of Exhibit
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99.1 Press Release of the Registrant dated June 27, 1997.
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EXHIBIT 99.1
BROOKS FIBER PROPERTIES, INC.
[CORPORATE LOGO]
FOR IMMEDIATE RELEASE
Contact: Waymon R. Tipton
Senior Vice President
(800) 799-8914, ext. 313
BROOKS FIBER PROPERTIES INCREASES INVESTMENT IN VERIO INC.
St. Louis, MO (June 27, 1997) - Brooks Fiber Properties, Inc. (Nasdaq/NM:BFPT),
a nationwide provider of competitive local telecommunications services, today
announced the Company has increased its investment in Verio Inc., an Englewood,
Colorado based national Internet service provider (ISP) that targets small and
mid-size business and institutional customers, through the purchase of 50,000
Units consisting of $50,000,000 aggregate principal amount of 13-1/2% Senior
Notes due June 24, 2004 and warrants to acquire an additional 704,160 shares of
Verio's common stock. Brooks Fiber owns approximately 23% of Verio Inc.
Verio is a national network of ISPs committed to delivering superior
Internet connectivity, Web services and customer care to enterprises doing
business online. Verio's strategy is to acquire an equity interest in
established independent ISPs and increase their efficiency by offering
centralized back office and support functions, therefore combining the strength
of a national company with the customer focus and responsiveness of a local
provider. In markets where both Brooks Fiber and Verio operate, Brooks Fiber
provides Verio's ISPs with telecommunications services that are superior in
quality and more cost efficient than those generally available from the local
incumbent provider.
Commenting on the transaction, James C. Allen, Brooks Fiber Properties'
chief executive officer commented, "We are very pleased to have the opportunity
to enhance our relationship with Verio. This strategic alliance allows us to
further leverage our capability to offer customer-oriented Internet and Intranet
communications solutions and make our service package more appealing to business
customers. In addition, this investment represents a significant opportunity for
Brooks Fiber to acquire expertise in an important growth industry, and allow us
to remain focused on our core business."
Brooks Fiber Properties, Inc., headquartered in St. Louis, Missouri, is
a leading full service provider of competitive local telecommunications services
in cities across the United States. With networks operational or under
construction in 44 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 1-888-329-2304 and or visit Brooks Fiber on
the Internet at www.Brooks.net.
