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 September 18, 2002
(Date of earliest event reported) (September 17, 2002)
CTC COMMUNICATIONS GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-27505 04-3469590
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
220 Bear Hill Rd., Waltham, Massachusetts 02451
(Address of principal executive offices) (Zip Code)
(781) 466-8080
(Registrant's telephone number including area code)
(Former name or former address if changed since last report)
Item 5. Other Events
On September 17, 2002, the Registrant issued the following press release:
"CTC Communications Group Announces Engagement of CXO, L.L.C., to
Provide Corporate and Operational Restructuring Services
Miller Buckfire Lewis & Co., LLC as Financial Advisors
WALTHAM, Mass., Sep 17, 2002 -- CTC Communications
Group, Inc. (OTCBB: CPTL) announced today that it has engaged CXO,
L.L.C., to provide corporate and operational restructuring services to
CTC and its operating subsidiaries. Michael Katzenstein, a CXO
principal, was named interim Chief Executive Officer of CTC and its
operating subsidiaries. Robert J. Fabbricatore, the Company's founder,
has relinquished the positions of Chairman of the Board of Directors
and Chief Executive Officer of CTC and its operating subsidiaries.
Richard J. Santagati, a longstanding CTC Board member and Chairman of a
Special Negotiating Committee consisting of independent members of
CTC's Board of Directors chartered to oversee the restructuring of CTC,
said, "CXO's team will join with CTC's Board and management to take
steps to improve CTC's liquidity, profitability and attractiveness to
investors. The Board appreciates Bob Fabbricatore's distinguished
contribution to CTC over the past 21 years."
Mr. Katzenstein, in assuming the role as interim CEO, brings directly
related experience to the task of restructuring CTC from his role as
the President and CEO of OpTel, Inc., a CLEC and integrated
communications and cable television provider based in Dallas, TX. Mr.
Katzenstein completed the successful restructuring of OpTel, Inc.
during his tenure, and brings experience from other CXO restructuring
assignments in the telecommunications and technology industries.
Mr. Santagati also noted that, as previously reported, CTC has engaged
Miller Buckfire Lewis & Co., LLC, to assist in developing a plan to
amend, restructure or refinance its existing financing facilities and
to raise additional capital.
About CXO:
CXO, L.L.C., is a group of experienced operating executives (CEOs,
COOs, CFOs, etc.) of public and private telecommunications and
technology-based companies. CXO specializes in providing experienced
and dynamic management, operational and advisory services to help
under-performing telecommunications and technology companies mitigate
risk, maximize profitability and generate liquidity events for
stakeholders. CXO services include restructuring and crisis management
services to domestic and international telecom, technology and media
companies, and when requested, members of the CXO team assume
management and operating positions within our client organizations.
About Miller Buckfire
With 27 experienced professionals and 23 current active client
engagements, Miller Buckfire Lewis ("MBL") is one of the world's
leading global independent investment banking firms providing strategic
and financial advisory services in large-scale corporate restructuring
transactions. Over the past five years, MBL has been involved in over
100 restructuring transactions, representing companies, creditors and
acquirors. Services provided by MBL include valuation and debt capacity
analysis, capital structure design, restructuring plan formulation and
negotiation and private equity and debt placement services. Clients of
MBL have access to the merger and acquisition and capital raising
capabilities of Dresdner Kleinwort Wasserstein, one of world's leading
investment banks, through a strategic alliance between the two firms.
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
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.
Safe Harbor Statement:
The statements in this press release that relate to future plans,
events or performance are forward-looking statements that involve risk
and uncertainties that could cause actual results to differ materially
from those reflected in the forward-looking statements including the
ability to improve the operations of the Company, obtain needed
capital, including any required consents of lenders, lessors, and
preferred stockholders and any necessary restructuring of indebtedness,
the attainment of EBITDA positive, free cash flow and net income
positive results, improved margins, network and fiber deployment plans
and schedules, revenue growth, resale customer movement to the network,
network applications and services development and deployment, 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. Additional information about these risks and
uncertainties is set forth in the Company's most recent report on Form
10-K and Form 10-Q. 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.
CONTACT: CTC Communications Group, Inc.
Alan Russell, 781/522-8731
arussell@ctcnet.com"
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 September 18, 2002.
CTC COMMUNICATIONS GROUP, INC.
By: /s/ John D. Pittenger
John D. Pittenger,
Executive Vice President, Finance and Administration