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: April 2, 2004
TOUCH AMERICA HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware |
| 1-31237 |
| 81-0540231 |
(State or other jurisdiction |
| (Commission File Number) |
| (IRS Employer |
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130 North Main, Butte, Montana |
| 59701-9332 | ||
(Address of principal executive offices) |
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Registrant’s telephone number, including area code (406) 497-5100
Exhibit Index is found on page 5
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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 certain wireless services, Touch America ceased operations as of February 29, 2004.
Touch America had the exclusive right to file a Chapter 11 Liquidating Plan through April 14, 2004, and on that date, filed a motion to extend the exclusivity period for an additional 45 days. On June 7, 2004, an order was entered by the Bankruptcy Court granting the extension of the exclusive right to file a plan until July 12, 2004 and the exclusive right to solicit acceptances thereto until September 10, 2004. On July 12, 2004, Touch America filed its Joint Disclosure Statement and Chapter 11 Liquidating Plan. On October 4, 2004, the U.S. Bankruptcy Court, District of Delaware confirmed the Touch America Holding, Inc. et. al. Amended Joint Liquidating Plan. The Findings of Fact, Conclusions of Law and Order Under 11 U.S.C. Section 1129(A) and (B) and Fed. R. Bankr.P.3020 Confirming Debtors’ Amended Chapter 11 Liquidating Plan is attached hereto as Exhibit 99h.
It is contemplated that funds will be available for distribution to unsecured creditors. At the confirmation hearing, the financial advisors to Touch America estimated that the minimum distribution to unsecured creditors of approximately 65%. The actual distribution could however vary significantly.
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 month of August 2004 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 99g.
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 certain of the cautionary statements and
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important factors included in the Company’s Annual Report on Form 10-K for the year ended January 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 statement should also be read with certain of 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 |
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99a |
| Monthly Operating Report for Touch America Purchasing Company, LLC for the reporting period August 1 to August 31, 2004 |
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99b |
| Monthly Operating Report for Touch America Intangible Holding Company, LLC for the reporting period August 1 to August 31, 2004 |
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99c |
| Monthly Operating Report for Entech, LLC for the reporting period August 1 to August 31, 2004 |
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99d |
| Monthly Operating Report for Sierra Touch America, LLC for the reporting period August 1 to August 31, 2004 |
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99e |
| Monthly Operating Report for American Fiber Touch, LLC for the reporting period August 1 to August 31, 2004 |
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99f |
| Monthly Operating Report for Touch America Holdings, Inc. for the reporting period August 1 to August 31, 2004 |
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99g |
| Monthly Operating Report for Touch America, Inc. for the reporting period August 1 to August 31, 2004 |
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99h |
| The Findings of Fact, Conclusions of Law and Order Under 11 U.S.C. Section 1129(A) and (B) and Fed. R. Bankr.P.3020 Confirming Debtors’ Amended Chapter 11 Liquidating Plan |
SIGNATURES
The registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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| TOUCH AMERICA HOLDINGS, INC. |
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| (Registrant) |
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| By | /s/ J.P. Pederson |
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| J.P. Pederson |
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| Vice Chairman and Chief |
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Dated: October 11, 2004
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Monthly Operating Report for Touch America Purchasing Company, LLC for the reporting period August 1 to August 31, 2004
Monthly Operating Report for Touch America Intangible Holding Company, LLC for the reporting period August 1 to August 31, 2004
Monthly Operating Report for Entech, LLC for the reporting period August 1 to August 31, 2004
Monthly Operating Report for Sierra Touch America, LLC for the reporting period August 1 to August 31, 2004
Monthly Operating Report for American Fiber Touch, LLC for the reporting period August 1 to August 31, 2004
Monthly Operating Report for Touch America Holdings, Inc. for the reporting period August 1 to August 31, 2004
Monthly Operating Report for Touch America, Inc. for the reporting period August 1 to August 31, 2004
The Findings of Fact, Conclusions of Law and Order Under 11 U.S.C. Section 1129(A) and (B) and Fed. R. Bankr.P.3020 Confirming Debtors’ Amended Chapter 11 Liquidating Plan
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