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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
December 17, 1997
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Date of Report (Date of earliest event reported)
MIDCOM Communications Inc.
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(Exact name of registrant as specified in its charter)
Washington 91-1438806
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
26899 Northwestern Highway, Suite 120, Southfield, MI 48034
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(Address of principal executive offices)
(248) 304-1780
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(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
On December 17, 1997, MIDCOM Communications Inc. ("Midcom")
announced that it has entered into an asset purchase agreement with WinStar
Communications, Inc. ("WinStar"). A copy of the related news release is filed
herewith as Exhibit 99.1.
On December 22, 1997, Midcom announced that, on December 19,
1997, the U.S. Bankruptcy Court approved, with minor modification, the sale
procedures set forth in the asset purchase agreement entered into with WinStar
(the "Purchase Agreement"). In addition, Midcom announced that its securities
were delisted from the NASDAQ National Market on December 19, 1997. A copy of
the related news release is filed herewith as Exhibit 99.2.
On January 7, 1998, Midcom announced that the U.S. Bankruptcy
Court has approved the sale of substantially all of its assets, as well as
substantially all of the assets of its CelTech International and PacNet Inc.
subsidiaries, to WinStar pursuant to the Purchase Agreement entered into between
the companies. A copy of the related news release is filed herewith as Exhibit
99.3.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
99.1 News Release dated on December 17, 1997.
99.2 News Release dated on December 22, 1997.
99.3 News Release dated on January 7, 1998.
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: January 9, 1998 Midcom Communications Inc.
By: /s/ William H. Oberlin
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William H. Oberlin, President
and Chief Executive Officer
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<TABLE>
<CAPTION>
Exhibit No. Description
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<S> <C>
99.1 Press Release dated December 17, 1997
99.2 Press Release dated December 22, 1997
99.3 Press Release dated January 7, 1998
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
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Contact: Steve Goldman
Vice President and General Counsel
248/945-3431
MIDCOM AND WINSTAR ENTER INTO ASSET PURCHASE AGREEMENT
SOUTHFIELD, MI (December 17,1997)--MIDCOM Communications Inc. (NASDAQ: MCCIQ)
announced today that it has entered into an asset purchase agreement with
WinStar Communications, Inc. Under the terms of the agreement, WinStar will
purchase substantially all of MIDCOM's assets and those of its subsidiaries,
PacNet, Inc. and Cel-Tech International Corporation, in exchange for $92.0
million.
"I am pleased with the WinStar agreement and believe it represents a fair
price for the benefit of MIDCOM's creditors," said William H. Oberlin, MIDCOM's
president and chief executive officer.
Not included in the agreement are the company's conference calling business
and AdVal Inc., a MIDCOM subsidiary, which offers facsimile broadcast services.
The company continues to review strategic options with respect to these assets.
Under the agreement, WinStar will provide employment for substantially
all of MIDCOM's employees and will maintain MIDCOM's key distribution channels.
"MIDCOM's focus on providing long distance and other telecommunication services
to small and medium-sized businesses meshes well with WinStar's national local
communications strategy," said Oberlin.
Under bankruptcy code procedures certain provisions of the agreement,
including an auction procedure, will be submitted to the bankruptcy court for
approval as quickly as possible. Then, if accepted by the court, other
interested purchasers will have the opportunity to top WinStar's offering price
on similar terms and conditions to those set forth in the agreement between
MIDCOM and WinStar.
Forward-looking Statements
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Statements in this news release concerning the ultimate sale of assets of
the company are forward-looking statements. Actual developments could differ
materially from those expressed or implied by such forward-looking statements as
a result of known or unknown risks, uncertainties and other factors including
those identified in the company's annual report on Form 10-K and those described
from time to time in the company's other filings with the Securities and
Exchange Commission, press releases and other communications.
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 customers monthly. MIDCOM and it subsidiaries filed for protection under
Chapter 11 of the U.S. Bankruptcy Code on November 7, 1997.
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EXHIBIT 99.2
[LOGO OF MIDCOM]
FOR IMMEDIATE RELEASE
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Contact: Steve Goldman
Vice President and General Counsel
248/945-3431
MIDCOM ANNOUNCES APPROVAL OF ASSET SALE PROCEDURES
COMPANY ALSO ANNOUNCES NASDAQ DECISION
SOUTHFIELD, MI (December 22,1997)--MIDCOM Communications Inc. today announced
that, on December 19, 1997, the U.S. Bankruptcy Court approved, with minor
modification, the sale procedures set forth in the asset purchase agreement
entered into with WinStar Communications, Inc.
In addition, MIDCOM announced that it has withdrawn its appeal of a
decision by NASDAQ to delist its securities. The decision not to appeal was
based upon the company's filing for protection under Chapter 11 of the United
States Bankruptcy Code and the ensuing signing of an asset purchase agreement
with WinStar for the sale of substantially all of MIDCOM's assets as well as
those of its subsidiaries, PacNet, Inc. and Cel-Tech International Corp. Based
upon the withdrawal of the appeal, MIDCOM's stock was delisted by NASDAQ as of
the close of trading December 19, 1997. The company's stock will continue to
trade off the exchange, although the liquidity of the stock may be affected.
Founded in 1989, MIDCOM Communications Inc. 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 per month. MIDCOM and its subsidiaries
filed for protection under Chapter 11 of the U.S. Bankruptcy Code on November 7,
1997.
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EXHIBIT 99.3
[LOGO OF MIDCOM]
FOR IMMEDIATE RELEASE
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Contact: Steve Goldman
Vice President and General Counsel
248/945-3431
COURT APPROVES ASSET SALE TO
WINSTAR COMMUNICATIONS, INC.
SOUTHFIELD, MI (January 7, 1998) - MIDCOM Communications Inc. announced today
that the U.S. Bankruptcy Court has approved the sale of substantially all of the
assets of MIDCOM and its Cel Tech International and PacNet Inc. subsidiaries to
WinStar Communications, Inc. pursuant to the Amended Asset Purchase Agreement
entered into between the companies.
The anticipated closing date for the sale is on or about January 20, 1998
subject to closing conditions set forth in the agreement.
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. MIDCOM and its subsidiaries filed for
protection under Chapter 11 of the U.S. Bankruptcy code on November 7, 1997.
