CLEC Business

Weekly Financial Report
December 6, 2000

By Wayne Kawamoto
Managing Editor, CLEC-Planet 

e.spire Communications announced that shareholders of record approved all three proposals in its special shareholders' meeting held on December 1, 2000. The three proposals authorized e.spire to issue a total of $100.7 million in new Series A convertible preferred stock and warrants; to issue up to $124.3 million in new junior purchaser securities (which include common stock, convertible preferred stock, warrants and subordinated notes) and transaction fee warrants in connection with the issuance of the securities; and to increase the number of authorized shares of the company's common stock from 125 million shares to 250 million.

CFW Communications announced that all five proposals have been approved by its shareholders at a special meeting held December 4. The items approved in the vote include the change of CFW's name to NTELOS, and the merger with R&B Communications, which is pending R&B shareholders and regulatory approval. Also approved were an increase in the size of the CFW board of directors to 11 members, and an increase in the authorized shares of CFW common stock from 20,000,000 to 75,000,000. The proposed modifications of various terms of CFW's outstanding series B, series C and series D preferred stock was also approved.

OnePoint Communications announced that it has received the consents required to eliminate or modify certain covenants and related provisions in the Indenture under which it issued its outstanding 14 1/2% Senior Notes due 2008 (CUSIP No. 68272TAF1). The consent solicitation was made in conjunction with a tender offer for the Notes, both of which commenced on Nov. 16 in connection with the proposed acquisition of OnePoint by a subsidiary of Verizon Communications. After the merger becomes effective, OnePoint will be the surviving corporation and will become a wholly owned subsidiary of Verizon. To date, holders have tendered and delivered consents representing approximately 99.9 percent of the principal amount of Notes outstanding. The tender offer will expire at 5 p.m. Eastern Standard Time on Friday, Dec. 15, 2000, unless extended or earlier terminated.

Metromedia Fiber Network said that two of its executives had bought 1 million company shares. The New York-based company said Stephen Garofalo, chairman and chief executive, and Nick Tanzi, president and chief operating officer, bought the shares on Nov. 29 in a transaction worth $11 million.

OnePoint Communications announced that it has modified the terms of its tender offer for all of its outstanding 14-1/2% Senior Notes due 2008 (CUSIP No. 68272TAF1). The Notes were issued in May 1998 in an original aggregate principal amount of $175 million, of which $82.750 million remains outstanding. OnePoint has increased the total consideration to $1,220.00 per $1,000 principal amount of Notes from $1,145.00 per $1,000 principal amount of Notes validly tendered and accepted for payment prior to the consent date for the consent solicitation. The consent payment of $30 per $1,000 principal amount of Notes is unchanged and is included in the total consideration. The purchase price has been increased to $1,190 per $1,000 principal amount of Notes validly tendered and accepted for payment prior to the expiration time for the tender offer. Holders who validly tender notes will also be paid accrued and unpaid interest on such $1,000 principal amount up to, but not including, the payment date. No other terms or conditions of the tender offer have changed. OnePoint is also soliciting consents from the holders of the Notes to amend the Indenture under which the Notes were issued by eliminating or modifying certain covenants and related provisions. These proposed amendments have not changed.