Brooks Fiber Properties Inc – ‘8-K’ for 3/28/97 – EX-99.1

As of:  Friday, 4/4/97   ·   For:  3/28/97   ·   Accession #:  950138-97-110   ·   File #:  0-28036

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         4     12K 
 2: EX-99.1     Press Release                                          3     14K 

EX-99.1   —   Press Release

EX-99.1
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[Corporate Logo]  BROOKS FIBER PROPERTIES                                       

Your Gateway                                       Brooks Fiber Properties, Inc.
To The                                       425 Woods Mill Road South/Suite 300
Information Age                                   Town & Country, Missouri 63017
                                                 314 878-1616   Fax 314 878-3211

FOR IMMEDIATE RELEASE                                                           

Contact: Waymon R. Tipton                                                       
Senior Vice President                                                           
(800) 799-8914, ext. 313                                                        

 BROOKS FIBER PROPERTIES AND CENTURY TELEPHONE
ENTERPRISES, INC. SIGN DEFINITIVE AGREEMENT TO MERGE METRO
 ACCESS NETWORKS, INC. WITH BROOKS FIBER
 -----------------

 MERGER TO ESTABLISH BROOKS IN KEY STATE OF TEXAS WITH
FIBER NETWORKS IN SEVEN CITIES

St. Louis, MO (March 31, 1997) - Brooks Fiber Properties,  Inc. (Nasdaq/NM:BFPT)
today  announced the signing of a definitive  agreement  with Century  Telephone
Enterprises,  Inc.  (NYSE:CTL)  for the merger of Metro  Access  Networks,  Inc.
("MAN"),  Century's  competitive  local exchange  carrier  (CLEC) in Texas,  and
Brooks Fiber.  The merger will consist of MAN's  networks in seven Texas cities,
including 326 route miles of fiber optic cable  (representing  a 31% increase in
Brooks  Fiber's route miles  nationwide)  in operating  networks in Dallas,  Ft.
Worth, San Antonio and Austin and networks under development in Houston,  Corpus
Christi  and  Waco.  In  exchange,   the   shareholders   of  MAN  will  receive
approximately 5,000,000 shares, based upon an exchange rate of $20.60 per share,
of Brooks  Fiber  common stock and will have  representation  on Brooks  Fiber's
Board of  Directors.  As a result,  Century  will own  approximately  12% of the
outstanding common stock of the Company.                                        

         In addition, Brooks Fiber and Century intend to form a joint venture to
develop  full-service   competitive  local  exchange  networks  in  new  markets
throughout  the state of Michigan on a 50/50 basis,  allowing both  companies to
leverage their respective  strengths in the Michigan market. The consummation of
this transaction,  which is expected in the second quarter of 1997 is subject to
certain regulatory approvals and certain other closing conditions.              

         Commenting  on  the   announcement,   James  C.  Allen,   Brooks  Fiber
Properties'  chief  executive  officer,  said,  "With four of the Texas networks
fully operational, this transaction will provide Brooks Fiber an early-to-market
advantage  in  these  key  markets  without  incurring  significant  development
expenses.  Importantly,  this acquisition, when combined with our other recently
announced  expansions into new cities, does not change the Company's  previously
announced expectations regarding the timing of peak EBITDA losses and subsequent
EBITDA breakeven.  In addition,  by establishing a significant presence in Texas
through this merger,  we believe the Company has built a critical mass of assets
in  operation or in  development  sufficient  to provide  service in a very cost
effective manner                                                                

-MORE-

EX-99.1
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BFPT Signs Definitive Agreement With Century Telephone                          
Page 2                                                                          
March 31, 1997                                                                  

nationwide. Since Brooks Fiber's founding some three years ago, our strategy has
included a  significant  focus on growing  via  strategic  acquisitions  and new
market  development.  This acquisition places us at least twelve months ahead of
our expansion  goals and reduces that focus greatly,  allowing us to concentrate
on  efficiently  growing our existing  markets in order to move  quickly  toward
EBITDA breakeven.                                                               

         "We are very enthusiastic about strategic  partnership with Century and
the  natural  operational  synergies  that this  relationship  will  create.  By
leveraging  Brooks  Fiber's CLEC  expertise  with the extensive full service LEC
experience of Century,  we believe this combination creates a stronger operating
Company  better  positioned to pursue the full range of rapidly  expanding  CLEC
opportunities.  Equally  important,  this relationship  signifies the confidence
that an established,  large and  sophisticated  telecommunications  company like
Century has placed in Brooks Fiber,  and once again reaffirms the inherent value
in the market for competitive local exchange service."                          

         Allen  continued,  "This  purchase  also  provides us with an excellent
opportunity  to expand our national  coverage and  establish a strategic  market
presence in Texas,  the third largest  telecommunications  state in the country.
The  addition  of  these  markets  represents  a  significant  increase  in  our
addressable  market potential,  to approximately $29 billion for 44 markets from
approximately  $21 billion in our existing 37 markets,  and places us well ahead
of our strategic goal to reach 40 cities by the end of 1997."                   

         Glen P. Post, III,  President and Chief  Executive  Officer of Century,
commented,  "We view  this  transaction  as a  tremendous  opportunity  for both
Companies  to  leverage  their  unique  strengths  and  capabilities,  and fully
capitalize  on  the  opportunities   that  competition  brings  to  the  dynamic
telecommunications  marketplace. In looking for a strategic partner, we surveyed
the CLEC  industry and believe that Brooks Fiber has the most to offer  Century,
as their experience and success have  demonstrated a superior ability to execute
and be a leading competitive local exchange carrier."                           

         The statements contained in this release which are not historical facts
are forward-looking statements that involve risks and uncertainties.  Management
wishes to caution  the reader  that these  forward-looking  statements  are only
predictions; actual events or results may differ materially as a result of risks
facing the Company.  Such risk  include,  but are not limited to, the  Company's
ability to move more quickly toward EBITDA breakeven and the Company and Century
joint-venture's  ability to successfully  market its services to current and new
customers, access markets, identify, finance and complete suitable acquisitions,
design fiber optic  backbone  routes,  install cable and  facilities,  including
switching,  and obtain  rights-of-way,  building  access rights and any required
governmental authorizations,  franchises and permits, all in a timely manner, at
reasonable costs and on satisfactory terms and conditions,  as well as favorable
regulatory, legislative and judicial developments.                              

         Century Telephone Enterprises, Inc., provides a range of communications
services including local exchange,  wireless,  long distance and Internet access
to more than one million customers in 14 states.  The Company,  headquartered in
Monroe,  Louisiana,  is publicly traded on the New York Stock Exchange under the
symbol CTL. Century is the 16th largest local exchange telephone company,  based
on access  lines,  and the 12th largest  cellular  company,  based on population
equivalents  owned, in the United States.  Visit Century's  corporate website at
www.centurytel.com.                                                             

EX-99.1
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BFPT Signs Definitive Agreement With Century Telephone                          
Page 2                                                                          
March 31, 1997                                                                  

         Brooks Fiber Properties, Inc., headquartered in St. Louis, Missouri, is
a leading full service provider of competitive local telecommunications services
in  cities  across  the  United  States.  With  networks  operational  or  under
development in 44 U.S. cities,  the Company provides its customers with advanced
and reliable high-capacity voice, video, data and other enhanced services.      

         You can now receive fax copies of recent  Brooks Fiber news releases 24
hours a day by calling  1-800-758-5804 and entering 102207 or visit Brooks Fiber
on the Internet at www.Brooks.net.                                              

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on:		4/4/97
		3/31/97		1		3			10-K/A,  10-Q
For Period End:		3/28/97							10-K,  8-K,  DEF 14A
									List all Filings