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 earliest event reported: February 18, 2004
TOUCH AMERICA HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware | | 1-31237 | | 81-0540231 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | | | |
130 North Main, Butte, Montana | | 59701-9332 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code (406) 497-5100
Exhibit Index is found on pages 6 and 7
CHAPTER 11 BANKRUPTCY OF TOUCH AMERICA HOLDINGS, INC. AND SUBSIDIARIES
On June 19, 2003, Touch America Holdings, Inc. (“Touch America”) and subsidiaries Touch America, Inc., Touch America Intangible Holding Company, LLC, Touch America Purchasing Company, LLC, Entech, LLC, American Fiber Touch, LLC, and Sierra Touch America, LLC filed for Chapter 11 bankruptcy protection in the United States Bankruptcy Court, District of Delaware. These cases are jointly administered under Touch America Holdings, Inc. case number 03-11915.
On December 23, 2003, Touch America sold substantially all of its Internet services, private line, and dark fiber assets to 360networks, a Vancouver, Canada based corporation for $28,000,000. On December 23, 2003, Touch America also sold certain dark fiber assets to Qwest Communications, Inc. for $8,000,000. With the exception of ATM/Frame services and certain wireless services, Touch America has ceased operations. However, Touch America will continue to provide some ATM/Frame Services thru February 29, 2004. Touch America will also provide certain wireless services pending the transfer of the same to Corban Communications, Inc.
Touch America has the exclusive right to file a Chapter 11 Liquidating Plan through February 16, 2004 and has filed a motion to extend the exclusivity period for an additional 60 days. It is contemplated that funds will be available for distribution to unsecured creditors, however the estimated amount to be distributed and percentage of recovery to unsecured creditors has not yet been determined. Touch America estimates that the claims of creditors and costs of administration of its bankruptcy will exceed the total amount of funds available to Touch America’s bankruptcy estate.
MONTHLY OPERATING REPORTS FOR COMPANIES INCLUDED
IN THE BANKRUPTCY FILING OF TOUCH AMERICA HOLDINGS, INC.
The Monthly Operating Reports required by the United States Bankruptcy Court in the District of Delaware for the months of August 2003, September 2003 and October 2003 are provided in this Current Report on Form 8-K. The Monthly Operating Reports have not been audited or reviewed by independent accountants. The results presented for each company are on a stand-alone basis and do not reflect eliminations for intercompany activity that would normally occur in the preparation of consolidated financial statements. As such, the statements are not comparable with the consolidated financial statements presented in previous filings. The monthly operating reports are attached hereto as Exhibits 99a through 99u.
SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS
This Form 8-K may contain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934. Forward-looking statements should be read with the cautionary statements and important factors included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2001, at Part I, “Warnings About Forward-Looking Statements” and also in Part I, “Challenges Facing the Telecommunications Industry and Our Company.” The forward-looking
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statement should also be read with the cautionary statements and important factors included in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2002, in Item 2, “Warnings About Forward-Looking Statements” and in Item 2, “Challenges Facing the Telecommunications Industry and Our Company.” Forward-looking statements are all statements other than statements of historical fact, including, without limitation, those that are identified by the use of the words “expects,” “believes,” “anticipates,” “plan,” “may,” and similar expressions.
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EXHIBITS
Exhibit | | |
| | |
99a | | Monthly Operating Report for Touch America Purchasing Company, LLC for the reporting period August 1, 2003 to August 31, 2003 |
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99b | | Monthly Operating Report for Touch America Intangible Holding Company, LLC for the reporting period August 1, 2003 to August 31, 2003 |
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99c | | Monthly Operating Report for Entech, LLC for the reporting period August 1, 2003 to August 31, 2003 |
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99d | | Monthly Operating Report for Sierra Touch America, LLC for the reporting period August 1, 2003 to August 31, 2003 |
| | |
99e | | Monthly Operating Report for American Fiber Touch, LLC for the reporting period August 1, 2003 to August 31, 2003 |
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99f | | Monthly Operating Report for Touch America Holdings, Inc. for the reporting period August 1, 2003 to August 31, 2003 |
| | |
99g | | Monthly Operating Report for Touch America, Inc. for the reporting period August 1, 2003 to August 31, 2003 |
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99h | | Monthly Operating Report for Touch America Purchasing Company, LLC for the reporting period September 1, 2003 to September 30, 2003 |
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99i | | Monthly Operating Report for Touch America Intangible Holding Company, LLC for the reporting period September 1, 2003 to September 30, 2003 |
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99j | | Monthly Operating Report for Entech, LLC for the reporting period September 1, 2003 to September 30, 2003 |
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99k | | Monthly Operating Report for Sierra Touch America, LLC for the reporting period September 1, 2003 to September 30, 2003 |
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99l | | Monthly Operating Report for American Fiber Touch, LLC for the reporting period September 1, 2003 to September 30, 2003 |
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99m | | Monthly Operating Report for Touch America Holdings, Inc for the reporting period September 1, 2003 to September 30, 2003 |
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99n | | Monthly Operating Report for Touch America, Inc. for the reporting period September 1, 2003 to September 30, 2003 |
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99o | | Monthly Operating Report for Touch America Purchasing Company, LLC for the reporting period October 1, 2003 to October 31, 2003 |
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99p | | Monthly Operating Report for Touch America Intangible Holding Company, LLC for the reporting period October 1, 2003 to October 31, 2003 |
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99q | | Monthly Operating Report for Entech, LLC for the reporting period October 1, 2003 to October 31, 2003 |
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Exhibit | | |
| | |
99r | | Monthly Operating Report for Sierra Touch America, LLC for the reporting period October 1, 2003 to October 31, 2003 |
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99s | | Monthly Operating Report for American Fiber Touch, LLC for the reporting period October 1, 2003 to October 31, 2003 |
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99t | | Monthly Operating Report for Touch America Holdings, Inc for the reporting period October 1, 2003 to October 31, 2003 |
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99u | | Monthly Operating Report for Touch America, Inc. for the reporting period October 1, 2003 to October 31, 2003 |
SIGNATURES
The registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| | TOUCH AMERICA HOLDINGS, INC. | |
| | (Registrant) | |
| | |
| | |
| By | /s/ J.P. Pederson |
| | J.P. Pederson |
| | Vice Chairman and Chief Financial Officer |
Dated: February 18, 2004
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EXHIBIT INDEX
Exhibit 99a
Monthly Operating Report for Touch America Purchasing Company, LLC for the reporting period August 1, 2003 to August 31, 2003
Exhibit 99b
Monthly Operating Report for Touch America Intangible Holding Company, LLC for the reporting period August 1, 2003 to August 31, 2003
Exhibit 99c
Monthly Operating Report for Entech, LLC for the reporting period August 1, 2003 to August 31, 2003
Exhibit 99d
Monthly Operating Report for Sierra Touch America, LLC for the reporting period August 1, 2003 to August 31, 2003
Exhibit 99e
Monthly Operating Report for American Fiber Touch, LLC for the reporting period August 1, 2003 to August 31, 2003
Exhibit 99f
Monthly Operating Report for Touch America Holdings, Inc. for the reporting period August 1, 2003 to August 31, 2003
Exhibit 99g
Monthly Operating Report for Touch America, Inc. for the reporting period August 1, 2003 to August 31, 2003
Exhibit 99h
Monthly Operating Report for Touch America Purchasing Company, LLC for the reporting period September 1, 2003 to September 30, 2003
Exhibit 99i
Monthly Operating Report for Touch America Intangible Holding Company, LLC for the reporting period September 1, 2003 to September 30, 2003
Exhibit 99j
Monthly Operating Report for Entech, LLC for the reporting period September 1, 2003 to September 30, 2003
Exhibit 99k
Monthly Operating Report for Sierra Touch America, LLC for the reporting period September 1, 2003 to September 30, 2003
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Exhibit 99l
Monthly Operating Report for American Fiber Touch, LLC for the reporting period September 1, 2003 to September 30, 2003
Exhibit 99m
Monthly Operating Report for Touch America Holdings, Inc. for the reporting period September 1, 2003 to September 30, 2003
Exhibit 99n
Monthly Operating Report for Touch America, Inc. for the reporting period September 1, 2003 to September 30, 2003
Exhibit 99o
Monthly Operating Report for Touch America Purchasing Company, LLC for the reporting period October 1, 2003 to October 31, 2003
Exhibit 99p
Monthly Operating Report for Touch America Intangible Holding Company, LLC for the reporting period October 1, 2003 to October 31, 2003
Exhibit 99q
Monthly Operating Report for Entech, LLC for the reporting period October 1, 2003 to October 31, 2003
Exhibit 99r
Monthly Operating Report for Sierra Touch America, LLC for the reporting period October 1, 2003 to October 31, 2003
Exhibit 99s
Monthly Operating Report for American Fiber Touch, LLC for the reporting period October 1, 2003 to October 31, 2003
Exhibit 99t
Monthly Operating Report for Touch America Holdings, Inc. for the reporting period October 1, 2003 to October 31, 2003
Exhibit 99u
Monthly Operating Report for Touch America, Inc. for the reporting period October 1, 2003 to October 31, 2003
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