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) February 2, 1999
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EQUALNET COMMUNICATIONS CORP.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Texas 0-25482 0457803
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(STATE OR OTHER (COMMISSION FILE NUMBER) (IRS EMPLOYER
JURISDICTION IDENTIFICATION NO.)
OF INCORPORATION)
1250 Wood Branch Park Drive, Houston, TX 77079
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code (281) 529-4600
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HO1:\146821\01\35@D01!.DOC\44189.0004
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INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 5. OTHER EVENTS
Press Release of February 2, 1999.
ITEM 7. EXHIBITS
Exhibit number Description
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99.1 Press Release of February 2, 1999
2
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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 hereunto duly authorized.
EQUALNET COMMUNICATIONS CORP.
By: /s/ Dean H. Fisher
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Name: Dean H. Fisher
Title: Senior Vice President,
General Counsel and Secretary
Date: February 3, 1999
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EXHIBIT INDEX
Exhibit number Description
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99.1 Press Release of February 2, 1999
4
COMPANY CONTACT:
Mitchell H. Bodian, President and CEO
Shaunna Jones, Investor Relations
Equalnet Communications Corp.
281.529.4611
FOR IMMEDIATE RELEASE February 2, 1999
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EQUALNET COMMUNICATIONS ACQUIRES ASSETS OF
BRITTAN COMMUNICATIONS INC.
Equalnet Communications Corp. (NASDAQ: ENET), through its USC Telecom subsidiary
("Equalnet"), has acquired the customer base and certain other assets of Brittan
Communications International Corporation ("BCI"), a switchless long distance
reseller primarily serving residential subscribers, headquartered in Houston,
Texas. Equalnet acquired these assets at a foreclosure sale conducted by BCI's
secured creditor. The consideration paid included the assumption of up to $2.5
million in debt and the issuance of a maximum of $1 million of common stock and
1.5 million common stock purchase warrants. Equalnet also assumed certain of
BCI's existing and future obligations under a Receivables Sale Agreement and its
third part billing agreements.
In calendar 1998, BCI had total revenue in excess of $40 million. Equalnet
anticipates that the BCI customer base and certain related marketing programs
will generate revenue of approximately $16 million in calendar 1999.
"Acquiring this customer base provides great financial benefit for Equalnet,"
commented Mitchell H. Bodian, Equalnet's CEO. "We see this as a transaction that
can have an immediate favorable impact on our operating performance. As a result
of the consolidation of these assets into Equalnet, we have eliminated
substantial overhead expense and we anticipate an immediate positive impact on
our consolidated cash flow."
Mark Willis, Chairman of Equalnet added, "Not only is this transaction
beneficial from a financial point of view, but also from an operational
perspective. We have succeeded in selectively hiring some experienced and
talented BCI employees, thereby improving Equalnet's operational capabilities."
This press release includes "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended and Section 21E of the
Securities and Exchange Act of 1934, as amended. All statements other than
stsatements of historical fact, included in this press release, including
without limitation, Equalnet's business strategy, plans and objectives, are
forward-looking statements. Although Equalnet believes that the expectations
reflected in such forward-looking statements are reasonable, it can give no
assurance that such expectations will prove to be correct. Numerous factors
could cause actual results to differ materially from Equalnet's expectation,
including without limitation, general economic and competitive factors.
Additional risk factors are discussed in Equalnet's Annual Report on Form 10-K
for the year ended June 30, 1998, which is on file with the Securities and
Exchange Commission. Readers should carefully review the cautionary statements
and risk factors described in documents filed by Equalnet from time to time with
the Securities Exchange Commission.
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