<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
November 12, 1997
------------------------------------------------
Date of Report (Date of earliest event reported)
MIDCOM Communications Inc.
-----------------------------------------------------
(Exact name of registrant as specified in its charter)
Washington 000-26118 91-1438806
- --------------- ------------ -------------------
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
19675 West Ten Mile Road, Suite 100, Southfield, MI 48075-2306
--------------------------------------------------------------
(Address of principal executive offices)
(248) 304-1780
---------------------------------------------------
(Registrant's telephone number, including area code)
<PAGE>
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
On November 7, 1997, MIDCOM Communications Inc. ("Midcom" or the "Company")
filed a petition for relief under Chapter 11 of the Bankruptcy Code. The
petition was filed with the U.S. Bankruptcy Court for the Eastern District of
Michigan (file number 97-59044-S). At this time, the Company is managing its
affairs as a "debtor-in-possession," as defined in the Bankruptcy Code. No
trustee, examiner or other officer has been appointed by the Court to manage
the affairs of the Company.
ITEM 5. OTHER EVENTS.
On November 7, 1997, Midcom announced that it filed a petition for relief
under Chapter 11 of the Bankruptcy Code. The announcement was made in a press
release, a copy of which is filed herewith as Exhibit 99.1.
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
99.1 Press Release, November 7, 1997.
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.
Date: November 12, 1997 Midcom Communications Inc.
By: /s/ William H. Oberlin
-----------------------------
William H. Oberlin, President
and Chief Executive Officer
<PAGE>
Exhibit No. Description
- ----------- -----------
99.1 Press Release dated November 7, 1997
<PAGE>
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
- ---------------------
Contact: Teresa C. Stackpole
Director, Corporate Communications
MIDCOM Communications inc.
206/574-3152
MIDCOM FILES CHAPTER 11 TO PROTECT ASSETS
Company In Talks With Various Buyers
SOUTHFIELD, MI (November 7,1997) -- MIDCOM Communications Inc. (NASDAQ: MCCI)
today announced that it has filed a petition for relief under Chapter 11 of the
Bankruptcy Code with the U.S. Bankruptcy Court for the Eastern District of
Michigan, seeking protection of its assets, its customers and the on-going value
of its business. The company also indicated that it will continue to pursue
possible investment and other strategic alternatives, including a merger,
partnership, or sale of the company, as previously announced.
"Filing for protection from its creditors allows MIDCOM time to continue
investment and sales discussions that have already begun," said William H.
Oberlin, president and chief executive officer for MIDCOM. "We recognize that
it is important for us to be able to continue to serve our customers, thereby
protecting the on-going value of our business, and we believe Chapter 11 will
afford us the time we need to thoroughly investigate and pursue the options
available to us."
On October 31, 1997 the company announced that it did not have sufficient
resources to satisfy its current obligations. A Chapter 11 filing allows the
company to
<PAGE>
continue operations in the normal course of business, while obtaining relief
from the immediate collection of its obligations owed to existing creditors.
The company also announced additional efforts to operate more efficiently,
including layoffs of 170 of its 790 total employees, as well as other cost
savings. In addition, the company has arranged for debtor-in-possession
financing from its lender, Foothill Capital, of approximately $10 million,
which, with the on-going support of its employees and vendors, will permit the
company to continue normal operations. In that regard, MIDCOM's customers will
not experience any interruption in their service as a result of the filing.
Related Chapter 11 petitions were also filed in the same court for PacNet
Inc., Cel-Tech International Corporation and AdVal, Inc., all wholly-owned
subsidiaries of MIDCOM. The companies are being represented by Barbara Rom of
Pepper, Hamilton & Scheetz located in Detroit, Michigan.
Founded in 1989, MIDCOM provides a broad range of telecommunications
services to small and medium-sized businesses nationwide. The company has
regional offices throughout the nation and currently invoices approximately
100,000 customer locations monthly.
# # # #
