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
JANUARY 7, 1998
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Date of Report (Date of earliest event reported)
USN COMMUNICATIONS, INC.
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(Exact name of Registrant as specified in its charter)
DELAWARE 333-16265 36-3947804
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(State of (Commission File No.) (IRS Employer
Incorporation) Identification No.)
10 SOUTH RIVERSIDE PLAZA, SUITE 401, CHICAGO, ILLINOIS 60606
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(Address of principal executive offices, including zip code)
(312) 906-3600
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(Registrant's telephone number, including area code)
N/A
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(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS
USN Communications, Inc. (the "Registrant") has agreed to acquire
all of the outstanding capital stock of Hatten Communications Holding
Company, Inc., a Connecticut corporation doing business as Connecticut
Telephone ("Connecticut Telephone"), pursuant to a Stock Purchase
Agreement, dated as of January 7, 1998, by and among the Company,
Connecticut Telephone and the securityholders of Connecticut Telephone
(the "Stock Purchase Agreement") for approximately $68.0 million, which
includes the assumption or repayment of approximately $13.5 million of
existing indebtedness (the "Proposed Acquisition").
The consummation of the Proposed Acquisition is subject to
customary closing conditions, including the receipt of necessary consents
and approvals, including the consent of the holders of the Registrant's
14% Senior Discount Notes due 2003, and the completion of the
Registrant's proposed initial public offering of its common stock. The
Stock Purchase Agreement may be terminated by either the securityholders
of Connecticut Telephone or the Registrant in the event that the closing
of the Proposed Acquisition does not occur by March 1, 1998.
SIGNATURES
Pursuant to the requirement 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.
USN COMMUNICATIONS, INC.
By: /s/ Thomas A. Monson
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Thomas A. Monson
Vice President, General Counsel
and Secretary
