GALAXY TELECOM LP
8-K, 2000-10-03
CABLE & OTHER PAY TELEVISION SERVICES
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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 (DATE OF EARLIEST EVENT REPORTED):  September 28,2000

                              GALAXY TELECOM, L.P.
 ------------------------------------------------------------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)



        Delaware                        33-95298                 43-1697125
---------------------              -----------------         ------------------

(State Or Other Jurisdiction       (Commission File        (I.R.S. Employer
Of Incorporation Or Organization)      Number)               Identification No.)

1220 N. Main, Sikeston, Mo. 63801          63801
---------------------------------     -----------------
      (Address of principle executive offices, zip code)

Registrant telephone number, including area code: (573) 472-8200


                                 NOT APPLICABLE
          (Former name or former address, if changed since last report)



<PAGE>


Items 1 through 4 (inclusive), 6, and 8 not applicable.

Item 5. Other Events.

     Galaxy Telecom,  L.P.  ("Galaxy") has received  written notice on September
28,  2000  from  Fleet  National  Bank,  as agent of the  lenders  (the  "Senior
Lenders"),  under Galaxy's 1995 Amended and Restated Loan Agreement (as amended,
the  "1995  Loan")  and its 2000  Term  Loan  Agreement  (the  "2000  Loan"  and
collectively with the Term Loan, the "Loan Agreements"), that the Senior Lenders
are exercising their rights to suspend payments of principal and/or interest for
up to 179 days from September 28, 2000 on Galaxy's  $120,000,000  12-3/8% Senior
Subordinated  Notes due 2005 (the  "Notes")  due to a breach of a  non-financial
obligation  under the 1995 Loan  Agreements.  The basis for the  assertion  of a
breach and the  exercise  of the right to suspend  payments  on the Notes by the
Senior  Lenders is Galaxy's  failure to execute a definitive  agreement  for the
sale of Galaxy and an affiliate on or before July 31, 2000.

     Pursuant to the terms of the Indenture  dated as of September 28, 1995 (the
"Indenture")  under which the Notes were issued,  the Senior Lenders may suspend
payment of principal and/or interest to the holders of the Notes for a period of
up to 179 days from the date that notice is received  upon the  occurrence  of a
breach by Galaxy of the terms of its  senior  loan  agreement  and notice by the
Senior  Lenders to the trustee under the Indenture of their  election to suspend
such payments.

Item 7.   Financial Statements and Exhibits.

        (c)    Exhibits

Exhibit No.        Description
--------------      ----------------------------------------

None.

                                       2
<PAGE>




                                                  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.


                                              Galaxy Telecom, L.P.



Date:  October 2, 2000                 By:  /s/ J. Keith Davidson
                                           ------------------------------------
                                            Title: Vice President - Finance,
                                            (Principal Financial Officer)

                                        3

<PAGE>




                                                 EXHIBIT INDEX


Exhibit No.        Description

   None




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