-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ULR3cdagKR06hWIHw6IZHwsJIpX2CHhMB38PyIwCvVa442koBzkDoJ89dguqQQbO 4K2h0XYbNsgZJJ98RHzCNA== 0000893220-95-000632.txt : 19951006 0000893220-95-000632.hdr.sgml : 19951006 ACCESSION NUMBER: 0000893220-95-000632 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950929 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19951005 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ACS ENTERPRISES INC CENTRAL INDEX KEY: 0000702511 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 231976138 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-12160 FILM NUMBER: 95578885 BUSINESS ADDRESS: STREET 1: 2510 METROPOLITAN DR CITY: TREVOSE STATE: PA ZIP: 19053-6789 BUSINESS PHONE: 2153969400 8-K 1 FORM 8-K FOR ACS ENTERPRISES,INC 1 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: September 29, 1995 ACS ENTERPRISES, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in charter) Pennsylvania 1-11584 23-1976138 - -------------------------------------------------------------------------------- (State or other (Commission File (IRS Employer jurisdiction of Number) Identification No.) incorporation) 2510 Metropolitan Drive, Trevose, Pennsylvania 19053-6789 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number including area code: (215) 396-9400 -------------- ITEM 5. OTHER EVENTS On September 29, 1995, ACS Enterprises, Inc. (the "Company"), pursuant to an Agreement and Plan of Merger dated March 28, 1995, as amended, by and among the Company, CAI Wireless Systems, Inc ("CAI") and CAI Transactions P, Inc. (the "Merger Agreement") effected the transactions contemplated by the Merger Agreement and became a wholly-owned subsidiary of CAI (the "Merger"). As a result of the Merger, each shareholder of the Company's Common Stock will receive $3.50 in cash; plus 1.65 shares of CAI Common Stock in exchange for each share of Common Stock of the Company held by such shareholder prior to the Merger. In connection with the Merger, trading on the Company's Common Stock ceased at the close of business on September 28, 1995 and the Company de-listed its Common Stock from the NASDAQ National Market. A copy of the joint press release issued by the Company and CAI is attached hereto in the form of Exhibit 99.1. 2 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits: 99.1 Joint Press Release issued by CAI Wireless Systems, Inc. and ACS Enterprises, Inc. dated September 29, 1995. 3 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 thereunto duly authorized. ACS ENTERPRISES, INC. By: /s/ Alan Sonnenberg ------------------------------ Alan Sonnenberg, President Dated: October 5, 1995 4 EXHIBIT INDEX
Exhibit Sequential Number Description of Exhibit Page Number - ------- ---------------------- ----------- 99.1 Joint Press Release issued by CAI Wireless Systems, Inc. and ACS Enterprises, Inc. dated September 29, 1995
EX-99.1 2 JOINT PRESS RELEASE 1 September 29, 1995 CAI Wireless Systems, Inc. and ACS Enterprises Inc. announce consummation of pending merger; wireless cable acquisitions in Baltimore, Pittsburgh and Washington, D.C.; closing of CAI Senior Note offering; and completion of previously announced transactions with Bell Atlantic and NYNEX. CAI Wireless Systems, Inc. ("CAI") and ACS Enterprises, Inc. ("ACS") announced today the closing of the acquisition of ACS by CAI. Concurrently with the closing of the ACS acquisition, CAI completed the acquisition of Eastern Cable Networks of Washington, Inc. ("ECNW") certain wireless cable television assets in Baltimore, Maryland and certain wireless cable assets in Pittsburgh, Pennsylvania. As a result of all of the foregoing acquisitions, CAI will have wireless cable systems or wireless channel rights in 17 markets encompassing approximately 12.7 million line of sight households, as estimated by CAI, in major markets primarily in the northeast and mid-atlantic regions of the United States. The CAI and ACS shareholders voted in favor of the ACS acquisition at separate special meetings of shareholders on September 27, 1995. Under the Agreement and Plan of Merger, as amended, relating to the ACS acquisition, each ACS shareholder will receive for each ACS share held $3.50 in cash and 1.65 shares of CAI Common Stock. The cash portion of the consideration to be paid to ACS shareholders as well as the cash required for the ECNW, Baltimore and Pittsburgh acquisition is being financed by a portion of the net proceeds from the offering of $275 million of CAI's 12 1/4% Senior Notes due 2002. The offering, which also closed today, was a condition to the ACS acquisition. In addition, concurrently with the closing of the acquisitions and the Senior Notes offering, CAI completed the second stage of a two-stage transaction with affiliates of Bell Atlantic Corporation and NYNEX Corporation, including BANX Partnership ("BANX"). In the first stage, which took place on May 9, 1995. BANX paid CAI $30 million in cash to purchase convertible Term Notes and Warrants to purchase Voting Preferred Stock. In the second stage, which closed today, BANX purchased from CAI for $70 million in cash, 7,000 shares of Senior Preferred Stock and Warrants to purchase Voting Preferred Stock. -----END PRIVACY-ENHANCED MESSAGE-----