1
FORM 10-Q
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: September 30, 1995
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF
THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the transition period from to
Commission file number: 1-11966
ALLNET COMMUNICATION SERVICES, INC.
(Exact name of registrant as specified in its charter)
MICHIGAN 36-3098226
(State of incorporation) (IRS Employer ID No.)
30300 Telegraph Road, Bingham Farms, Michigan 48025-4510
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (810) 647-6920
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
----- -----
As of November 9, 1995, the registrant had 1,000 shares of Common Stock
outstanding.
OMISSION OF INFORMATION BY CERTAIN WHOLLY-OWNED SUBSIDIARIES
The registrant meets the conditions set forth in General Instruction H(1)(a)
and (b) of Form 10-Q and is therefore filing this Form with the reduced
disclosure format.
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ALC COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
September 30 December 31,
1995 1994
-------- --------
(Unaudited)
(In Thousands)
Current Assets:
Cash and cash equivalents $ 8,126 $ 41,412
Accounts receivable, less allowance for doubtful accounts of
$5,691,000 and $4,192,000 134,208 81,214
Other current assets 20,256 7,121
-------- --------
Total Current Assets $162,590 $129,747
Fixed Assets:
Communication systems $107,014 $ 91,140
Building and other equipment 49,686 36,842
Construction in progress 28,300 8,690
-------- --------
$185,000 $136,672
Less accumulated depreciation and amortization 103,023 77,514
-------- --------
Total Fixed Assets $ 81,977 $ 59,158
Cost in excess of net assets acquired 87,800 47,267
Customer bases 34,664 30,444
Deferred income taxes 13,163 10,429
Other assets 10,881 7,680
-------- --------
Total Assets $391,075 $284,725
======== ========
3
ALC COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY
September 30 December 31,
1995 1994
-------- ---------
(Unaudited)
(In Thousands)
Current Liabilities:
Accounts payable $ 10,494 $ 2,018
Accrued liabilities 35,177 20,864
Accrued network costs 72,956 51,672
Taxes other than income 12,058 13,425
Payable to Frontier Corporation 69,264
Capitalized leases and other long-term debt 6,138 232
-------- --------
Total Current Liabilities $206,087 $ 88,211
Long-term Liabilities:
Capitalized leases and other long-term debt $ 6,180 $3,048
Senior Subordinated Notes 3,216 79,418
-------- --------
Total Long-Term Liabilities $ 9,396 $ 82,466
-------- --------
Total Liabilities $215,483 $170,677
Stockholders' Equity:
Preferred Stock, par value $0.01; authorized -- 14,784,000
shares at December 31, 1994, 0 at September 30, 1995; issued
and outstanding -- none
Common Stock, par value $1.00 in 1995 and $0.01 in 1994;
authorized -- 100 shares and 200,000,000 shares; issued and
outstanding -- 100 shares and 33,712,000 shares $ 337
Capital in excess of par value $169,278 140,278
Paid-in capital -- Warrants 9,009 11,715
Accumulated deficit (2,695) (38,282)
-------- --------
Total Stockholders' Equity $175,592 $114,048
-------- --------
Total Liabilities and Stockholders' Equity $391,075 $284,725
======== ========
See notes to consolidated financial statements
4
ALC COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
Three Months Ended Nine Months Ended
------------------------------- ---------------------------------
September 30, September 30, September 30, September 30,
1995 1994 1995 1994
---------- -------- -------- -----------
(In Thousands)
Revenue $226,149 $149,054 $601,140 $414,751
Operating Expenses:
Cost of communication services
and equipment sales $127,335 $ 80,655 $338,450 $225,053
Sales, general and administrative 48,157 34,696 132,040 98,378
Depreciation and amortization 7,078 4,555 19,986 12,845
Costs incurred in connection with
merger with Frontier Corporation 37,271 37,271
-------- -------- -------- --------
Total Operating Expenses $219,841 $119,906 $527,747 $336,276
-------- -------- -------- --------
Operating Income $ 6,308 $ 29,148 $ 73,393 $ 78,475
Interest expense 1,723 1,380 4,617 4,621
-------- -------- -------- --------
Income Before Income Taxes and
Extraordinary Item $ 4,585 $ 27,768 $ 68,776 $ 73,854
Income taxes 3,350 10,175 27,350 26,775
-------- -------- -------- --------
Income Before Extraordinary Item $ 1,235 $ 17,593 $ 41,426 $ 47,079
Extraordinary Item --loss related to
early retirement of debt (net of
income tax benefit of $3,650,000) (5,839) (5,839)
-------- -------- -------- --------
Net Income (Loss) $ (4,604) $ 17,593 $ 35,587 $ 47,079
=====================================================================
See notes to consolidated financial statements
5
ALC COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Ended
-----------------------------
September 30, September 30,
1995 1994
----------- ---------
Operating Activities
Net income $ 35,587 $ 47,079
Adjustments to reconcile net income to net cash provided
by operating activities:
Reserve for merger related costs 25,892
Depreciation 12,041 8,359
Amortization of intangible assets and bond discount 8,698 4,575
Provision for deferred income taxes (8,712) (97)
Increase (decrease) in net payable to Frontier Corporation (5,964)
Loss on disposal of assets 11
Loss on retirement of debt, net of tax 5,839
Increase in accounts receivable and
other current assets (36,332) (23,722)
Increase in current liabilities 42,276 27,637
----------- ---------
Net Cash Provided by Operating Activities $ 79,336 $ 63,831
Financing Activities
Retirement of Senior Subordinated Notes $ (5,017)
Additions to long-term debt $ 201
Payments on long-term debt (483) (768)
Proceeds from issuance of stock 3,908 3,208
----------- ---------
Net Cash Used in Financing Activities $ 3,626 $ (2,577)
Investing Activities
Expenditures for fixed assets $ (34,126) $ (18,453)
Acquisition of ConferTech International, Inc. (64,054)
Change in other non-current assets (2,154) (3,746)
Purchase of customer bases (15,914) (10,384)
----------- ---------
Net Cash Used in Investing Activities $ (116,248) $ (32,583)
----------- ---------
Increase (Decrease) in Cash and Cash Equivalents $ (33,286) $ 28,671
Cash and cash equivalents at beginning of period 41,412 1,819
----------- ---------
Cash and cash equivalents at end of period $ 8,126 $ 30,490
=========== =========
Interest paid $ 6,638 $ 7,890
=========== =========
Income taxes paid $ 35,892 $ 17,253
=========== =========
See notes to consolidated financial statements
6
ALC COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
Nine Months Ended September 30, 1995
(Unaudited)
(In Thousands)
Paid-in capital
Common Stock Capital in -- Warrants
--------------- excess of ---------------- Accumulated
Shares Amount par value Shares Amount deficit Total
------ ------ --------- ------ ------ ------- --------
Balance, December 31, 1994 33,712 $337 $140,278 3,852 $11,715 ($38,282) $114,048
Exercise of warrants prior to August 1995
merger with Frontier Corporation 585 6 2,258 (585) (623) 1,641
Exercise of stock options 315 3 2,265 2,268
Tax benefit from exercise of stock
options 10,710 10,710
Retirement of common stock in
connection with the August 1995 merger
with Frontier Corporation (34,612) (346) 346
Exercise of warrants subsequent to August
1995 merger with Frontier Corporation 2,083 (2,083) (2,083)
Capital contribution from
Frontier Corporation 11,338 11,338
Net income for the nine months
ended September 30, 1995 35,587 35,587
------ ----- -------- ------ ------ ------- --------
Balance September 30, 1995 0 $0 $169,278 1,184 $9,009 ($2,695) $175,592
====== ===== ======== ====== ====== ======= ========
See notes to consolidated financial statements
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ALC COMMUNICATIONS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Nine Months Ended September 30, 1995 and 1994
NOTE A -- MANAGEMENT'S REPRESENTATION
The consolidated financial statements included herein have been prepared by ALC
management, without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and note disclosures
normally included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted pursuant to such
rules and regulations. Certain prior year amounts have been reclassified to
conform to current year presentation. In the opinion of ALC management, all
adjustments considered necessary for a fair presentation have been included and
are of a normal recurring nature, and the accompanying consolidated financial
statements present fairly the financial position as of September 30, 1995 and
December 31, 1994, and the results of operations and cash flows for the three
and nine month periods ended September 30, 1995 and 1994.
The balance sheet at December 31, 1994 has been derived from the audited
financial statements at that date but does not include all of the information
and accompanying footnotes required by generally accepted accounting principles
for complete financial statements. It is suggested that these consolidated
financial statements be read in conjunction with the financial statements and
notes included in the Company's Form 10-K for the fiscal year ended December
31, 1994.
NOTE B -- MERGER WITH FRONTIER CORPORATION
Effective August 16, 1995, ALC Communications Corporation merged with Frontier
Corporation ("Frontier"). The combined company operates under the name
Frontier Corporation. The combined company has total consolidated long
distance, local and cellular annual revenues approximating $2 billion.
Frontier Corporation had revenues of $985 million and net income of $103
million for the year ended December 31, 1994 and total assets of $1,761 million
at December 31, 1994. Under the terms of the merger agreement, shareholders of
ALC received 2.0 shares of Frontier for each share of ALC stock. In connection
with the merger, the Company retired all but 100 shares of its Common Stock
which are wholly-owned by Frontier Corporation. The merger qualifies as a
tax-free reorganization and a "pooling of interests" for accounting purposes.
During the third quarter of 1995, the Company recorded merger expenses totaling
$37.3 million. Included in this amount were the costs associated with the
consolidation of the Allnet and Frontier long distance networks as well as the
costs directly associated with effecting the merger. As part of the merger,
Frontier Corporation agreed to make a capital contribution of $11.3 million to
cover some of these costs. This capital contribution was received by ALC in
the form of a promissory note.
At the time of the merger, the Company had 3.9 million options outstanding and
3.3 million warrants outstanding for the purchase of an equal number of shares
of ALC Common Stock. After the merger, each of these options and warrants
continue to be exercisable for 2 shares of Frontier Corporation common stock.
8
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE C -- RETIREMENT OF SENIOR SUBORDINATED NOTES
In late September 1995, the Company acquired, through a tender offer, $76.8
million of its Senior Subordinated Notes for $83.5 million plus accrued
interest. This amount was paid by Frontier Corporation and is reflected within
the Payable to Frontier Corporation balance on ALC's financial statements. The
early retirement resulted in an extraordinary loss of $5.8 million, net of
applicable tax of $3.7 million.
NOTE D -- CONFERTECH ACQUISITION
During late February 1995, ALC completed a tender offer and, by mid-March 1995,
had acquired all the shares of ConferTech International, Inc. ("ConferTech").
The financial statements reflect the transaction effective March 1, 1995. ALC
financed the purchase price, $66.4 million or $8.00 per share, through cash
from operations as well as utilizing its line of credit. ConferTech is a
leading provider of teleconferencing services and audio bridge equipment. The
purchase price has been allocated between the value of the assets acquired and
the cost in excess of net assets acquired which is being amortized over 40
years.
The following unaudited proforma summary presents the Company's revenue and
income as if the transaction occurred at the beginning of the periods
presented. The proforma financial data is not necessarily indicative of the
results that actually would have occurred had the transaction taken place on
the dates presented and do not project the Company's results of operations.
Three months ended Nine months ended
September 30, September 30,
--------------------- ------------------------
1995 1994 1995 1994
-------- -------- -------- --------
(in thousands except per share amounts)
Revenue $226,149 $159,891 $608,487 $445,897
Net income $ (4,603) $ 17,526 $ 35,651 $ 45,874
NOTE E -- REVOLVING CREDIT FACILITY
In January 1995, the Company entered into a $105 million unsecured credit
facility with First Union National Bank of North Carolina and Bank One,
Columbus, NA as Co-Managing Agents. Under the facility, which was to expire
December 31, 1999, the Company was able to minimize interest expense by
structuring borrowings under either of two alternatives. Each alternative has
a varying interest rate associated with it. A 0.25% per annum commitment fee
was charged on the unused portion of the line. As of August 16, 1995, the
effective date of the merger, the Company terminated this facility.
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ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
MERGER WITH FRONTIER CORPORATION
Effective August 16, 1995, ALC Communications Corporation merged with Frontier
Corporation. The combined company, operating under the name Frontier
Corporation, became the fifth largest long distance company in the United
States. The combined company has total consolidated long distance, local and
cellular annual revenues approximating $2 billion. Under the terms of the
merger agreement, shareholders of ALC received 2.0 shares of Frontier for each
share of ALC stock. The merger qualifies as a tax-free reorganization and a
"pooling of interests" for accounting purposes.
During the third quarter of 1995, the Company recorded merger expenses totaling
$37.3 million. Included in this amount were the costs associated with the
consolidation of the Allnet and Frontier long distance networks as well as the
costs directly associated with effecting the merger. As part of the merger,
Frontier Corporation agreed to make a capital contribution of $11.3 million to
cover some of these costs.
At the time of the merger, the Company had 3.9 million options outstanding and
3.3 million warrants outstanding for the purchase of an equal number of shares
of ALC Common Stock. After the merger, each of these options and warrants
continue to be exercisable for 2 shares of Frontier Corporation common stock.
RESULTS OF OPERATIONS
The Company reported net income of $35.6 million on revenue of $601.1 million
for the nine month period ended September 30, 1995. This compares to net
income of $47.1 million on revenue of $414.8 million for the same period in
1994. The Company's 1995 results include both a $37.3 million expense to
reflect the merger with Frontier Corporation ("Frontier") and an extraordinary
loss of $5.8 million related to the early retirement of approximately 96% of
the Company's Senior Subordinated Debentures. Excluding these items, the
Company would have reported income of $78.7 million, a 67.2% improvement over
net income in the first nine months of 1994. Gross margin, defined as revenue
less cost of communication services and equipment sales, as a percent of net
revenue decreased from 45.7% for the nine months ended September 30, 1994 to
43.7% for the nine months ended September 30, 1995 primarily due to the impact
of lower average revenue per minute. The improved operating results were due
primarily to an increase in long distance traffic and a reduction of sales,
general and administrative expenses as a percentage of revenue. The Company's
continued strong performance was reflected by the increase in operating income
(excluding merger costs) of $32.2 million for the nine months ended September
30, 1995 over the same period one year earlier.
OPERATING RESULTS AS A PERCENT OF REVENUE
----------------------------------------------------------------
NINE MONTHS ENDED
SEPTEMBER 30,
---------------
1995 1994
----- -----
Revenue 100.0% 100.0%
Cost of communication services and
equipment sales (56.3) (54.3)
----- -----
Gross Margin 43.7% 45.7%
Sales, general and administrative (22.0) (23.7)
Depreciation and amortization (3.3) (3.1)
----- -----
Operating Income excluding merger costs 18.4% 18.9%
10
Billable minutes have increased since the third quarter of 1990 when compared
to the same quarter in the prior year. Sequentially, billable minutes have
reached record levels for the eighth consecutive quarter. The increase results
from traffic growth generated by new customers, including strong growth in
reseller traffic, as well as the introduction of new products partially offset
by billable minutes lost through attrition of existing customers. The results
of operations for the nine months ended September 30, 1995 reflect a
continuation of the trend of strong financial performance as indicated by a
54.8% increase in income excluding costs incurred in connection with the August
1995 merger with Frontier Corporation from the comparable year to date period
of 1994.
During late February 1995, ALC completed a tender offer and, by mid-March 1995,
had acquired all the shares of ConferTech International, Inc. ("ConferTech").
The financial statements reflect the transaction effective March 1, 1995. ALC
financed the purchase price, $66.4 million or $8.00 per share, through cash
from operations as well as utilizing its line of credit. ConferTech is a
leading provider of teleconferencing services and audio bridge equipment.
Operating income for the nine months ended September 30, 1995 reflects
ConferTech results since March 1, 1995. The portion of operating income
relating to ConferTech totaled $3.1 million or approximately 2.8% of total
operating income.
REVENUE
Revenue increased by 44.9% for the nine months ended September 30, 1995 from
the comparable period of 1994. Billable minutes again reached the highest
level in the history of the Company, increasing by 64.8% for the three months
ended September 30, 1995 over the comparable period in 1994. The Company's
base revenue per minute of 14.7cents continues to be strong, though it has
decreased from the prior year quarter level of 17.0cents primarily due to
changes in the sales mix. Revenue from the ConferTech acquisition totaled
$31.7 million for the nine months ended September 30, 1995. Excluding the
impact of the ConferTech acquisition, revenue increased 37.3% for the nine
months ended September 30, 1995 from the comparable period in 1994.
Reseller revenue has continued to grow significantly from prior year periods
reaching over 35% of net revenue for the nine months ended September 30, 1995
compared to approximately 20% of net revenue for the same periods one year ago.
Although reseller revenue per minute (between 11cents and 12cents) is lower than
regular commercial traffic, the increased reseller traffic has a positive
impact on operating income due to low incremental sales, general and
administrative costs. Revenue growth was also positively impacted by a major
carrier customer whose revenue has increased substantially for the year and
represents 12.9 percent of long distance revenues for the quarter and 9.4
percent of the year to date revenues. It is the Company's understanding that
this customer may be installing long distance switching capacity which, as
completed, could result in a portion of this traffic gradually moving to the
customer's network. However, the customer has in turn entered into a three
year agreement with the Company effective April 1, 1995 and amended October 27,
1995. The Company will retain significant traffic volumes and has obtained
certain provisions regarding exclusivity and minimums.
The provision for uncollectible revenue was 1.5% of gross revenue for the nine
months ended September 30, 1995 and 1.7% for the same period of 1994. Strong
controls and procedures in the collection and credit risk detection processes
have enabled the Company to sustain a low bad debt rate.
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OPERATING EXPENSES
The Company's primary cost is for communication services, which represents the
costs of originating and terminating calls via local exchange carriers
(primarily Bell Operating Companies). Also included in communication services
are the costs of owning and leasing long-haul transmission capacity as well as
bridges and the cost of providing conferencing services.
The cost of communication services and equipment sales increased $113.4 million
during the nine month period ended September 30, 1995 compared to the same
period in 1994. This cost increased as a percent of net revenue for the
comparable periods, due in part to the significant concentration of reseller
traffic which has a lower rate per minute than regular commercial traffic.
However, by the use of high volume fixed price leased facilities to transmit
traffic and lower prevailing unit prices for such capacity, the Company has
reduced its long-haul transmission costs from 7.1% for the nine months ended
September 30, 1994 to less than 6% of revenue for the nine months ended
September 30, 1995.
Sales, general and administrative expense increased by 34.2% for the nine month
period ended September 30, 1995 from the same period one year earlier (but
decreased as a percent of revenue). The dollar increase reflects increased
salaries and other expenses related to a 25.8% increase in headcount for the
nine month period compared to the prior year to support the greater sales
activity as well as the costs incurred by ConferTech in 1995. Results for 1994
include a $1.2 million cost reduction, recorded in the first quarter of the
year, resulting from the favorable settlement of a state telecommunications
excise tax dispute.
Depreciation and amortization increased 55.6% for the nine months ended
September 30, 1995 compared to the same period in 1994. This increase is the
result of a $3.7 million increase in year to date depreciation due to newly
acquired fixed assets and a $3.5 million increase in year to date amortization
of intangible assets associated with the purchase of ConferTech and various
customer bases.
INTEREST EXPENSE
Net interest expense remained relatively constant for the nine months ended
September 30 compared to the same period in 1994 due to improved cash flow from
operations. These positive factors were somewhat offset by increased interest
expense due to borrowings made during late February and March under the
Revolving Credit Facility ("Facility") to finance the ConferTech acquisition.
The Company's interest expense will decrease during the fourth quarter of 1995
as compared to prior quarters as a result of the Company's retirement of $76.8
million of its Senior Subordinated Notes in late September 1995.
INCOME TAXES
The effective tax rate increased from 36.3% for the first nine months of 1994
to 39.8% for the first nine months of 1995, due to the increase in income
(which results in a decrease in the favorable impact of the Company's annual
available $10 million net operating loss carryforward on the effective tax
rate) and the impact of non-deductible merger related expenses.
LIQUIDITY AND CAPITAL RESOURCES
For the nine months ended September 30, 1995 and 1994, the Company generated
positive cash flow from operations of $79.3 million and $63.8 million,
respectively. The positive cash flow reflects twenty-one consecutive quarters
of increased revenue and operating profits compared to prior year comparable
quarters.
12
In late September 1995, the Company acquired, through a tender offer, $76.8
million of its Senior Subordinated Notes for $83.5 million plus accrued
interest. The early retirement resulted in an extraordinary loss of $5.8
million, net of applicable tax of $3.7 million.
Evidence of the Company's strong liquidity position was its ability to finance
the purchase of ConferTech during March of 1995. ALC paid an aggregate
purchase price of $66.4 million dollars, financing the purchase through cash
from operations as well as utilizing its Revolving Credit Facility.
Because the Company has chosen to lease rather than own its transmission
facilities, the Company's requirements for capital expenditures are modest.
Capital expenditures totaled $34.1 million for the first nine months of 1995.
Capital expenditures year to date 1995 included projects for enhanced
efficiency and technical advancement in the network. Additional investment
requirements for capital expenditures during 1995 relate primarily to the
consolidation of the Frontier network with the Allnet network as well as
traffic growth which necessitates the purchase of switching and related
equipment. In addition, a component of the future capital budget relates to
technological advancements as the Company continually updates its network
capabilities to offer enhanced products and services.
Management believes that the Company's cash flow from operations will provide
adequate sources of liquidity to meet the Company's anticipated short and long
term liquidity needs.
13
PART II: OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits required by Item 601 of Regulation S-K
EXHIBIT INDEX
[refer to definitions at end of Index]
Incorporated Page
Exhibit Filed Herein by Number
Number Description Herewith Reference to: Herein
- ------ ------------ ---------- ------------- ------
4.1 First Supplemental X
Indenture, ALC,
Allnet, Star Bank, N.A.
Sept. 27, 1995
10.1 Employment X
Agrmt. (J.M. Zrno)
April 9, 1995
10.2 Employment X
Agrmt. (W.H. Oberlin)
April 9, 1995
10.3 Employment X
Agrmt. (M.C. Moses)
April 9, 1995
27.1 Financial Data Schedule X
DEFINITIONS: ALC: ALC Communications Corporation
ALLNET: Allnet Communication Services, Inc.
The Registrant hereby agrees to furnish the Commission a copy of each of the
Indentures or other instruments defining the rights of security holders of the
long-term debt securities of the Registrant and any of its subsidiaries for
which consolidated or unconsolidated financial statements are required to be
filed.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the third quarter of 1995.
14
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
ALLNET COMMUNICATION SERVICES, INC.
(Registrant)
By: /s/ Marvin C. Moses
-------------------
Marvin C. Moses
Executive Vice President
(and principal financial officer)
Dated: November 13, 1995
15
EXHIBIT INDEX
[refer to definitions at end of Index]
Incorporated Page
Exhibit Filed Herein by Number
Number Description Herewith Reference to: Herein
- ------ ------------ ---------- ------------- ------
4.1 First Supplemental X
Indenture, ALC,
Allnet, Star Bank, N.A.
Sept. 27, 1995
10.1 Employment X
Agrmt. (J.M. Zrno)
April 9, 1995
10.2 Employment X
Agrmt. (W.H. Oberlin)
April 9, 1995
10.3 Employment X
Agrmt. (M.C. Moses)
April 9, 1995
27.1 Financial Data Schedule X
DEFINITIONS: ALC: ALC Communications Corporation
ALLNET: Allnet Communication Services, Inc.