SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
AMENDMENT NO. 3
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 30, 1997
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Audio Communications Network, Inc.
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(Exact name of Registrant as specified in its charter)
Florida 0-7762 59-0690530
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
1000 Legion Place, Suite 1515, Orlando, Florida 32801
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (407) 649-8877
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(Former name or former address, if changed since last report)
Item 7. Financial Statements and Exhibits.
(a) Financial Statements.
(i) The Independent Auditors Report to the Financial Statements for
SunCommunications LLC as of December 31, 1996 and 1995 and for
the years then ended and for the period from July 6, 1995 to
December 31, 1995 is being refiled to include the city and state
where the auditors' report was issued.
(ii) The Independent Auditors Report to the Financial Statements for
SunCom Group, Inc. as of December 31, 1994 and 1995 and for the
years then ended is being refiled to include the city and state
where the auditors' report was issued.
(b) Pro Forma Financial Information.
(i) Pro Forma Financial Information for Audio Communications Network,
Inc. as of December 31, 1996 and for the year then ended
(previously filed).
(c) Exhibits.
*2.1 Asset Purchase Agreement, dated as of November 19, 1996, by and
between the Registrant and Suncom Communications L.L.C.
**99.1 Press release of the Registrant, dated May 30, 1997.
**99.2 Note Assumption Agreement and Note, dated as of May 30, 1997,
by and among the Registrant, Suncom, Inc. and Midwest Mezzanine
Fund, L.P.
**99.3 Credit Agreement, dated as of May 30, 1997, by and among the
Registrant, PNC Bank, National Association individually and as
Agent, SunTrust Bank, Central Florida, N.A. and Lehman
Commercial Paper Inc.
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* Incorporated by reference to the Registrant's Current Report on Form 8-K
dated November 19, 1996.
** Incorporated by reference to the Registrant's Current Report on Form 8-K
dated May 30, 1997.
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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 thereunto duly authorized.
Audio Communications Network, Inc.
Dated: January 9, 1998 By: /s/ David Unger
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David Unger
Executive Vice President
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[Breslow Starling Frost Warner & Boger Letterhead]
January 24, 1997
Independent Auditors' Report
To the Stockholders
SUNCOM GROUP, INC.
Charlotte, North Carolina
We have audited the accompanying balance sheet of SunCom Group, Inc. as of
December 31, 1995 and the related statements of income and retained earnings and
cash flows for the year then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of SunCom Group, Inc. as of
December 31, 1995 and the results of its operations and its cash flows for the
year then ended, in conformity with generally accepted accounting principles.
/s/ Breslow Starling Frost Warner & Boger, PLLC
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Greensboro, North Carolina
[Breslow Starling Frost Warner & Boger Letterhead]
March 29, 1995
Independent Auditors' Report
To the Stockholders
SUNCOM GROUP, INC.
Charlotte, North Carolina
We have audited the accompanying balance sheet of SunCom Group, Inc. as of
December 31, 1994 and the related statements of income and accumulated deficit,
and cash flows for the year then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of SunCom Group, Inc. as of
December 31, 1994 and the results of its operations and its cash flows for the
year then ended, in conformity with generally accepted accounting principles.
/s/ Breslow Starling Frost Warner & Boger, PLLC
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Greensboro, North Carolina
[Deloitte & Touche LLP Letterhead]
INDEPENDENT AUDITORS' REPORT
To the Members of Suncom Communications LLC
We have audited the accompanying balance sheets of Suncom Communications LLC
(the "Company") as of December 31, 1996 and 1995 and the related statements of
operations, changes in members' capital and cash flows for the year ended
December 31, 1996 and for the period from July 6, 1995 (date of formation) to
December 31, 1995. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the financial position of the Company at December 31, 1996 and 1995,
and the results of its operations and its cash flows for the year ended December
31, 1996 and for the period from July 6, 1995 (date of formation) to December
31, 1995 in conformity with generally accepted accounting principles.
As discussed in Note 11, the Company changed the estimated useful lives of
certain of its assets
Deloitte & Touche LLP
New York, New York
March 14, 1997