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) October 26, 2001
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BTI Telecom Corp.
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(Exact name of registrant as specified in its charter)
North Carolina 333-41723 56-2047220
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
4300 Six Forks Road, Raleigh, North Carolina 27609
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (800) 849-9100
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Item 5. Other Events.
Execution of First Supplemental Indenture. Attached as Exhibit 99.1 is
the First Supplemental Indenture dated as of October 26, 2001 (the "First
Supplemental Indenture"), between BTI Telecom Corp. ("BTI") and U.S. Bank Trust
National Association (the "Trustee") to the Indenture dated as of September 22,
1997 (the "Original Indenture") under which BTI's 10-1/2% Senior Notes due 2007
(the "Notes") were issued. The First Supplemental Indenture was executed in
conjunction with an offer to purchase (the "Tender Offer") all of BTI's
outstanding Notes made on October 12, 2001 by Welsh, Carson, Anderson & Stowe
VIII, L.P., a New York based private equity firm and one affiliated fund
(together, "WCAS"). As part of the debt tender offer, WCAS also sought consents
from the registered holders of the outstanding Notes to the adoption of certain
amendments to the Original Indenture. The purpose of the solicitation and the
amendments was to eliminate substantially all of the restrictive covenants and
certain related provisions in the Original Indenture. On October 26, 2001, WCAS
received the required number of consents as over a majority of the holders of
the outstanding Notes tendered and consented to the amendments. The Trustee and
the Company subsequently executed the First Supplemental Indenture. The
amendments in the First Supplemental Indenture will not become operative until
the date that the Notes, the tender of which represents the required number of
consents, are accepted for payment pursuant to the terms of the Tender Offer
(the "Acceptance Date"). The Original Indenture will remain in effect until the
amendments become operative on the Acceptance Date.
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Item 7. Financial Statements and Exhibits.
(c) Exhibits
99.1 The First Supplemental Indenture, dated as of October 26, 2001,
between BTI Telecom Corp. and U.S. Bank Trust National
Association to the Indenture dated as of September 22, 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 hereunto duly authorized.
BTI Telecom Corp.
Date November 8, 2001 By: /s/ Anthony M. Copeland
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Anthony M. Copeland
Executive Vice President and
General Counsel
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