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) December 19, 2003
ATX COMMUNICATIONS, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 000-49899 13-4078506
(State or Other Jurisdiction (Commission (IRS Employer
Of Incorporation) File Number) Identification No.)
50 Monument Road, Bala Cynwyd, Pennsylvania 19004
--------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(610) 668-3000
--------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS
As previously disclosed, since the end of March 2003 ATX
Communications, Inc. (the "Company") has been reviewing and seeking strategic
alternatives, including possible recapitalization and/or financing transactions,
in order to significantly reduce the Company's overall indebtedness and ensure
the Company's ongoing viability and growth. On December 19, 2003, this
Company-led process culminated when Leucadia National Corporation ("Leucadia")
purchased, at a significant discount, all of the Company's debt obligations
under its senior secured credit facility, including $156,100,000 in principal
borrowings then outstanding under the facility. Further, the Company and
Leucadia have entered into an amendment to the senior secured credit facility,
under which Leucadia has agreed, subject to certain conditions and limitations,
to refrain from exercising certain of its rights under the facility. Leucadia's
purchase of the Company's senior secured debt was accomplished with the full
support of the Company's board of directors and senior management and completes
the first step in the recapitalization of the Company. The Company and Leucadia
contemplate that a recapitalization of the Company may be implemented via a
voluntary Chapter 11 reorganization or, possibly, outside of court. In the event
that the Company determines to commence a voluntary reorganization proceeding,
Leucadia has agreed to make additional capital available to the Company at the
outset and during the course of such a proceeding, subject to certain
conditions. Subject to the terms of the documents filed herewith, Leucadia, an
investor in other telecommunications assets, has agreed to work cooperatively
with the Company to effectuate the Company's recapitalization so as to preserve
and maximize the Company's operations and value.
ITEM 7(C). EXHIBITS
10.01 Purchase Agreement dated as of December 19, 2003, among Leucadia
National Corporation or one of its affiliates, JPMorgan Chase Bank, in
its capacity as Administrative Agent and in its capacity as Collateral
Agent, and JPMorgan Chase Bank; America Online, Inc., Goldman Sachs
Credit Partners L.P., and Morgan Stanley Senior Funding, Inc., as
lenders under the Credit Agreement dated as of September 28, 2000, as
amended and restated as of April 11, 2001, and amended by the First
Amendment dated as of October 31, 2001, the Second Amendment dated as
of December 14, 2001, the Third Amendment dated as of March 29, 2002
and the Fourth Amendment dated as of March 31, 2003.
10.02 Fifth Amendment, dated as of December 19, 2003, to the Credit
Agreement, dated as of September 28, 2000, as amended and restated as
of April 11, 2001, and amended by the First Amendment dated as of
October 31, 2001, the Second Amendment dated as of December 14, 2001,
the Third Amendment dated as of March 29, 2002 and the Fourth Amendment
dated as of March 31, 2003 among CCL Historical, Inc., formerly named
CoreComm Limited, the Company, CoreComm Communications, Inc. and
Leucadia National Corporation or one of its affiliates.
10.03 Conversion Agreement, dated as of December 19, 2003, by and among ATX
Communications, Inc. and Leucadia National Corporation or one of its
affiliates.
Cautionary Statement Regarding Forward Looking Statements
This document contains certain forward-looking statements that involve
substantial risks and uncertainties. All statements regarding the Company's
expected future financial position, results of operations, cash flows,
restructuring and financing plans, business strategy, budgets, projected costs,
capital expenditures, competitive positions, growth opportunities, plans and
objectives of management for future operations and statements that include words
such as "anticipate," "if," "believe," "plan," "estimate," "expect," "intend,"
"may," "could," "should," "will," and other similar expressions are
forward-looking statements. Such forward-looking statements are inherently
uncertain, and readers must recognize that actual results may differ from the
Company's expectations.
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 thereunto duly authorized.
Date: December 23, 2003 ATX COMMUNICATIONS, INC.
(Registrant)
By: /s/ Thomas J. Gravina
---------------------------------------
Name: Thomas J. Gravina
Title: President and Chief Executive Officer
EXHIBIT INDEX
Exhibit No. Description
10.01 Purchase Agreement dated as of December 19, 2003, among Leucadia
National Corporation or one of its affiliates, JPMorgan Chase Bank, in
its capacity as Administrative Agent and in its capacity as Collateral
Agent, and JPMorgan Chase Bank; America Online, Inc., Goldman Sachs
Credit Partners L.P., and Morgan Stanley Senior Funding, Inc., as
lenders under the Credit Agreement dated as of September 28, 2000, as
amended and restated as of April 11, 2001, and amended by the First
Amendment dated as of October 31, 2001, the Second Amendment dated as
of December 14, 2001, the Third Amendment dated as of March 29, 2002
and the Fourth Amendment dated as of March 31, 2003.
10.02 Fifth Amendment, dated as of December 19, 2003, to the Credit
Agreement, dated as of September 28, 2000, as amended and restated as
of April 11, 2001, and amended by the First Amendment dated as of
October 31, 2001, the Second Amendment dated as of December 14, 2001,
the Third Amendment dated as of March 29, 2002 and the Fourth Amendment
dated as of March 31, 2003 among CCL Historical, Inc., formerly named
CoreComm Limited, the Company, CoreComm Communications, Inc. and
Leucadia National Corporation or one of its affiliates.
10.03 Conversion Agreement, dated as of December 19, 2003, by and among ATX
Communications, Inc. and Leucadia National Corporation or one of its
affiliates.