AMERICAN COMMUNICATIONS SERVICES INC
8-K, 1998-02-03
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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                       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: February 3, 1998

                     American Communications Services, Inc.
             (Exact name of registrant as specified in its charter)

State of Delaware                   0-25314                 52-1947746
(State or other jurisdiction of     (Commission             (I.R.S. Employer
incorporation or organization)      File No.)               Identification No.)

131 National Business Parkway
Annapolis Junction, Maryland                                20701
(Address of Principal Executive                             (Zip Code)
Offices)

(301) 617-4200
(Registrant's telephone number,
including area code)



<PAGE>



Item 5.           Other Events.

On February 3, 1998,  American  Communications  Services,  Inc.  (NASDAQ:  ACNS)
issued a press  release that it had adjusted the aggregate  principal  amount of
securities  sought in its offer to exchange (the  "Exchange  Offer") its 13 3/4%
Senior Notes due 2007,  which have been  registered  under the Securities Act of
1933, as amended,  for its  outstanding  13 3/4% Senior Notes due 2007 (the "Old
Notes") to  $173.25  million  in order to enable  the  holders  of all  eligible
securities to participate in the Exchange Offer.

The Company also extended the Exchange  Offer to 5:00 pm, New York City time, on
February  3, 1998,  unless  extended.  Based on information  received  from its
exchange  agent, The Chase Manhattan Bank, the Company believes that
approximately $170.00  million  aggregate principal amount of the $173.25
aggregate principal amount of Old Notes eligible to participate in the Exchange
Offer had been tendered as of February 2, 1998.

Except for the extension of the expiration date and the adjustment of the amount
of Old Notes sought, all other terms and conditions of the Exchange Offer remain
as set forth in the exchange offer documents previously furnished to the holders
of the Old Notes.

American  Communications  Services,  Inc. offers the full suite of integrated
business  telecommunications  services,  including dedicated access, local dial
tone, long distance, advanced data, Internet and  networking  solutions.  The
company is actively implementing  marketing plans to become the primary provider
of competitive voice and data communications services in all markets it serves.
For more information about ACSI, contact www.acsi.net on the Internet.



<PAGE>



                                   SIGNATURES

         Pursuant to the  requirements  of the  Securities  and  Exchange Act of
1934,  the  registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.



                                    AMERICAN COMMUNICATIONS SERVICES, INC.
                                    By


Date:  February 3, 1998             /s/ Riley M. Murphy
                                    -------------------------------------------
                                    Riley M. Murphy, Executive Vice President
                                      Legal and Regulatory Affairs and Secretary




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