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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) May 20, 1999
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AmeriLink Corporation
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(Exact name of registrant as specified in its charter)
Ohio 0-24334 31-1409345
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(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
1900 East Dublin-Granville Road, Columbus, Ohio 43229
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(Address of principal executive offices) (Zip Code)
(614) 895-1313
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Registrant's telephone number, including area code
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ITEM 5. OTHER EVENTS
On May 20, 1999, AmeriLink Corporation ("AmeriLink"), Tandy Corporation
("Tandy") and LWT, Inc., a wholly owned subsidiary of Tandy ("Merger Sub"),
entered into a definitive Agreement and Plan of Reorganization (the "Merger
Agreement") providing, subject to the terms and conditions set forth therein,
for the merger of Merger Sub with and into AmeriLink (the "Merger"). Pursuant to
the terms of the Merger Agreement, shareholders of AmeriLink will receive in the
Merger shares of Tandy common stock for each common share of AmeriLink at a
ratio equal to $15.60 divided by Tandy's average closing share price over the 5
trading days ending May 24, 1999. In the event that Tandy common stock trades
during a predetermined period at prices that cause the exchange ratio to yield
to the Amerilink shareholders less than $12.00 per share in Tandy common stock,
each AmeriLink common share will automatically convert into the right to receive
$14.50 cash in the Merger.
The Merger is subject to usual and customary closing conditions, including
regulatory and AmeriLink shareholder approval, and the satisfaction or waiver of
various other conditions as more fully described in the Merger Agreement. In
addition, the distribution of Tandy shares is subject to the clearance of a
registration statement to be filed with the Securities and Exchange Commission.
AmeriLink shareholders controlling approximately 41% of the outstanding common
stock have entered into voting agreements to support the merger. It is currently
anticipated that the transaction will close in late August 1999.
In connection with the execution of the Merger Agreement, on May 20, 1999,
AmeriLink and Tandy entered into a Target Option Agreement whereby AmeriLink
granted Tandy an option to purchase up to 19.9% of the outstanding AmeriLink
common shares at an exercise price of $15.60.
Copies of the Merger Agreement and the related press release are attached
as exhibits hereto and are incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
2.1 Agreement and Plan of Reorganization, dated as of May 20, 1999,
among AmeriLink Corporation, Tandy Corporation and LWT, Inc.
10.1 Target Option Agreement , dated as of May 20, 1999, between
AmeriLink Corporation and Tandy Corporation.
99.1 Form of Voting Agreement between Tandy Corporation and certain
shareholders of AmeriLink Corporation.
99.2 Press release, dated May 21, 1999.
99.3 Press release, dated May 27, 1999.
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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 hereunto duly authorized.
AMERILINK CORPORATION
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(Registrant)
May 24, 1999 /s/ Larry R. Linhart
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(Date) Larry R. Linhart, Chairman, President and Chief
Executive Officer
May 24, 1999 /s/ James W. Brittan
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(Date) James W. Brittan, Vice President of Finance
(Principal Financial and Accounting Officer)
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EXHIBIT INDEX
Exhibit
Number Exhibit
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2.1 Agreement and Plan of Reorganization, dated as of May 20, 1999,
among AmeriLink Corporation, Tandy Corporation and LWT, Inc.
10.1 Target Option Agreement , dated as of May 20, 1999, between
AmeriLink Corporation and Tandy Corporation.
99.1 Form of Voting Agreement between Tandy Corporation and certain
shareholders of AmeriLink Corporation.
99.2 Press release, dated May 21, 1999.
99.3 Press release, dated May 27, 1999.