----------------------------
OMB APPROVAL
----------------------------
OMB Number: 3235-0060
----------------------------
Expires: March 31, 2006
----------------------------
Estimated average burden
hours per response: 2.64
----------------------------
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): January 5, 2004
XO COMMUNICATIONS, INC.
(Exact name of registrant as specified in charter)
Delaware 0-30900 54-1983517
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
11111 Sunset Hills Road, Reston, Virginia 20190
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 703-547-2000
(Former name or former address, if changed from last report)
Item 9. Regulation FD Disclosure.
On January 5, 2004, XO Communications, Inc. ("XO") concluded its $200
million rights offering of 40 million shares of XO's common stock, $0.01 par
value ("Common Stock"), at a purchase price of $5.00 per share. An aggregate of
approximately 39,700,000 shares were purchased in the offering, yielding gross
proceeds to XO of approximately $198.6 million. All of the proceeds of the
rights offering will be used to reduce XO's outstanding indebtedness.
XO anticipates that it will issue the shares subscribed for in the
rights offering following the determination of the final subscription and
proceeds figures, as well as the fulfillment of certain regulatory requirements.
The rights offering was mandated in XO's Chapter 11 plan of
reorganization pursuant to which it emerged from bankruptcy in January 2003.
A copy of the press release of the Company is attached hereto as
Exhibit 99.1.
Item 7. Financial Statements and Exhibits.
Exhibits. XO Communications, Inc.
99.1 Press Release of XO Communications, Inc., dated January 6, 2004.
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.
XO COMMUNICATIONS, INC.
By:_______________________________
Name: Wayne M. Rehberger
Title: Executive Vice President and Chief
Financial Officer
January 7, 2003
Exhibit Index
-------------
Exhibit No. Description
- ----------- -----------
99.1 Press Release of XO Communications, Inc., dated January 6, 2004.