UNITED STATES
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 12, 2000
BTI TELECOM CORP.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NORTH CAROLINA 333-41723 56-2047220
(STATE OR OTHER (COMMISSION (I.R.S. EMPLOYER
JURISDICTION FILE NUMBER) IDENTIFICATION NO.)
OF INCORPORATION)
4300 SIX FORKS ROAD, RALEIGH, NORTH CAROLINA 27609
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (800) 849-9100
NOT APPLICABLE
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT.)
ITEM 5. OTHER EVENTS.
BTI Telecom Corp. ("BTI") received a $20 million investment on January 12,
2001, from Welsh, Carson, Anderson & Stowe VIII, L.P., a New York based private
equity firm and one affiliated fund (together, "WCAS") and from Peter T. Loftin,
Chairman and CEO of BTI. WCAS and Mr. Loftin each invested $10 million. BTI
plans to use the proceeds from the investment for general working capital and
capital expenditures.
Forward Looking Statements
Statements contained in this Form 8-K regarding planned financial
transactions and other events are forward-looking statements, subject to
uncertainties and risks, including but not limited to the Company's negative
cash flow after capital expenditures, significant near-term capital
requirements, restrictions on the ability to execute strategies or complete
certain transactions as a result of its capital structure or debt covenants,
ability to manage growth and expansion (including into the local services
market) regulation, competition and dependence on key personnel. These and other
applicable risks are detailed in the Company's filings with the Securities and
Exchange Commission.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS
3.1 Articles of Amendment and Restatement of BTI Telecom Corp.
3.2 Third Amended and Restated Bylaws of BTI Telecom Corp.
10.21 Amended and Restated Shareholders Agreement, among BTI Telecom
Corp., Peter T. Loftin, Welsh, Carson, Anderson & Stowe VIII, L.P.,
WCAS Information Partners, L.P., and BTI Investors LLC, dated
January 12, 2001.
10.23 Amended and Restated Investor Rights Agreement, among BTI Telecom
Corp., Welsh, Carson, Anderson & Stowe VIII, L.P., WCAS Information
Partners, L.P., and BTI Investors LLC, dated January 12, 2001.
10.29 Series B Preferred Stock Purchase Agreement, among BTI Telecom
Corp., Welsh, Carson, Anderson & Stowe VIII, L.P., WCAS Information
Partners, L.P., and BTI Investors LLC, dated January 12, 2001.
10.30 Series B Redemption Agreement, among BTI Telecom Corp., Welsh,
Carson, Anderson & Stowe VIII, L.P., and BTI Investors LLC, dated
January 12, 2001.
10.31 Common Stock Purchase Warrant issued by BTI Telecom Corp. to Welsh,
Carson, Anderson & Stowe VIII, L.P., dated January 12, 2001.
10.32 Common Stock Purchase Warrant issued by BTI Telecom Corp. to BTI
Investors LLC, dated January 12, 2001.
10.33 Common Stock Purchase Warrant issued by BTI Telecom Corp. to Peter
T. Loftin, dated January 12, 2001.
SIGNATURE
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.
Date: January 29, 2001
By: /s/ Brian Branson
------------------------
Brian Branson
Chief Financial Officer
EXHIBIT INDEX
Exhibit
Number Description
3.1 Articles of Amendment and Restatement of BTI Telecom Corp.
3.2 Third Amended and Restated Bylaws of BTI Telecom Corp.
10.21 Amended and Restated Shareholders Agreement, among BTI Telecom Corp.,
Peter T. Loftin, Welsh, Carson, Anderson & Stowe VIII, L.P., WCAS
Information Partners, L.P., and BTI Investors LLC, dated January 12,
2001.
10.23 Amended and Restated Investor Rights Agreement, among BTI Telecom
Corp., Welsh, Carson, Anderson & Stowe VIII, L.P., WCAS Information
Partners, L.P., and BTI Investors LLC, dated January 12, 2001.
10.29 Series B Preferred Stock Purchase Agreement, among BTI Telecom Corp.,
Welsh, Carson, Anderson & Stowe VIII, L.P., WCAS Information Partners,
L.P., and BTI Investors LLC, dated January 12, 2001.
10.30 Series B Redemption Agreement, among BTI Telecom Corp., Welsh, Carson,
Anderson & Stowe VIII, L.P., and BTI Investors LLC, dated January 12,
2001.
10.31 Common Stock Purchase Warrant issued by BTI Telecom Corp. to Welsh,
Carson, Anderson & Stowe VIII, L.P., dated January 12, 2001.
10.32 Common Stock Purchase Warrant issued by BTI Telecom Corp. to BTI
Investors LLC, dated January 12, 2001.
10.33 Common Stock Purchase Warrant issued by BTI Telecom Corp. to Peter T.
Loftin, dated January 12, 2001.