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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) AUGUST 7, 2003
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CTC COMMUNICATIONS GROUP, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
0-27505 04-3469590
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(Commission File Number) (I.R.S. Employer Identification No.)
220 BEAR HILL ROAD, WALTHAM, MASSACHUSETTS 02451
(Address of Principal Executive Offices) (Zip Code)
(781) 466-8080
(Registrant's Telephone Number, Including Area Code)
NOT APPLICABLE
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
On August 7, 2003, the Registrant, Columbia Ventures
Corporation and Columbia Ventures Broadband, LLC jointly issued the following
press release:
CTC COMMUNICATIONS ENTERS INTO INVESTMENT AGREEMENT
WITH COLUMBIA VENTURES
Investor to sponsor forthcoming reorganization plan
Waltham, MA and Vancouver, WA, August 7, 2003 - CTC Communications Group, Inc.,
Columbia Ventures Corporation and Columbia Ventures Broadband LLC announced
today that they have entered into an investment agreement and filed a motion
with the Bankruptcy Court seeking approval of the investor, the agreement and
certain investor protections.
The agreement provides for an investment of $32 million in cash by Columbia
Ventures Broadband in exchange for 100% of the equity of a reorganized CTC
Communications. The investment agreement also provides for a combination of
cash, warrants representing a 5% equity interest in the reorganized CTC
Communications and other consideration to be made available for distribution to
CTC's creditors in its Chapter 11 proceedings. The agreement is subject to a
number of conditions to closing, including Bankruptcy Court and regulatory
approvals.
The investment from Columbia Ventures Broadband will form the basis of CTC's
Chapter 11 plan of reorganization, which it expects to file within the next few
weeks. Lenders holding a majority of CTC's senior secured debt have advised CTC
that they support CTC's decision to move forward with the investment agreement
with Columbia Ventures and Columbia Ventures Broadband. CTC's committee of
unsecured creditors has advised CTC that it intends to support Bankruptcy Court
approval of the investment agreement and the investor, subject to CTC's plan of
reorganization being confirmed by the Bankruptcy Court.
Michael Katzenstein, CTC's interim CEO and a principal of crisis, restructuring
and turnaround manager, CXO, L.L.C., said, "Columbia Venture Corporation's
investment demonstrates the value and strength of CTC's business, network,
customers and people. I am pleased that CTC has reached this important
milestone." Mr. Katzenstein also stated that Columbia Ventures has indicated its
intention to continue to serve CTC's PowerPath(R) and resale customers with its
current services, network and technologies.
Kenneth D. Peterson, Jr., Columbia Ventures CEO, said, "We were attracted to CTC
by the opportunity to pursue an aggressive growth plan, new product roll-outs
employing CTC's superior IP-based network and cross-marketing opportunities with
our other businesses."
Miller Buckfire Lewis Ying & Co., LLC, investment banker to CTC, advised on
the transaction.
Mr. Katzenstein added, "I am looking forward to working with Ken Peterson and
his team to complete the investment transaction, exiting Chapter 11 and watching
CTC resume its growth and development under new ownership."
ABOUT CTC
CTC is a "next generation" Integrated Communications Carrier utilizing advanced
technology and providing its customers with converged voice, data, Internet and
video services on a broadband, packet-based network, called the PowerPath(R)
Network. The Company serves medium and larger business customers from Virginia
to Maine, which includes the most robust telecommunications region in the world
- -- the Washington D.C. to Boston corridor. CTC's Cisco Powered IP+ATM packet
network and its top-tier sales and service teams provide contiguous marketing
and technology coverage throughout the Northeast and Mid-Atlantic States. The
Company, through its dedicated commitment to exceptional customer service, has
achieved an industry-leading market share in the Northeast. CTC can be found on
the worldwide web at www.ctcnet.com.
ABOUT COLUMBIA VENTURES CORPORATION AND COLUMBIA VENTURES BROADBAND LLC
Columbia Ventures Corporation (CVC) owns and operates telecommunications and
industrial businesses. The most recent addition to CVC`s operations is Hibernia
Atlantic, a transatlantic fiber optic network with landing stations in Boston,
Halifax, Liverpool and Dublin. The Hibernia Atlantic system includes a fully
protected terrestrial system linking Boston and Halifax via New York City. CVC
also operates a fiber optic metropolitan network in Spokane, Washington and is
the largest shareholder in Og Vodafone, the second largest telecommunications
provider in Iceland. The industrial businesses of CVC include Nordural, an
aluminum smelter developed and constructed by CVC in Iceland, as well as
aluminum manufacturing and fabrication operations in the United States and
Mexico. CVC and its related businesses began operations in 1987; the company's
headquarters are located in Vancouver, Washington.
SAFE HARBOR STATEMENT
The statements in this press release that relate to future plans, events or
performance are "forward-looking statements". Forward-looking statements are not
guarantees of future performance and involve significant risks and uncertainties
that could cause actual results to differ materially from those reflected in the
forward-looking statements as a result of various factors, some of which are
unknown. These risks and uncertainties include the ability to obtain required
consents of lenders, suppliers and other lessors, financial results, operating
metrics expectations, reduced operating costs, and the effects of the current
economic conditions. Readers are, accordingly, cautioned not to place undue
reliance on these forward-looking statements. CTC undertakes no obligation to
release publicly the results of any revisions to these forward-looking
statements that may be made to reflect results, events or circumstances after
the date hereof.
FOR FURTHER INFORMATION
CTC Communications:
John D. Pittenger, Executive Vice President and CFO (781) 466-1302
Miller Buckfire Lewis Ying & Co., LLC:
Marc D. Puntus (212) 895-1819
John Bosacco (212) 895-1822
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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 on August 11, 2003.
CTC COMMUNICATIONS GROUP INC.
By: /s/ John D. Pittenger
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John D. Pittenger
Chief Financial Officer