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To: blankmind who wrote (844)1/6/1998 10:14:00 PM
From: Gary Korn  Respond to of 1629
 
1/6/98 Wall St. J. (Page Number Unavailable Online)

1998 WL-WSJ 3477791

The Wall Street Journal
Copyright (c) 1998, Dow Jones & Company, Inc.

Tuesday, January 6, 1998

Technology & Health

Williams Re-Enters Wholesale Market For Long-Distance With U S West Pact
By Terzah Ewing and Stephanie N. Mehta
Staff Reporters of The Wall Street Journal

Williams Cos. re-entered the wholesale long-distance market with a bang, saying it reached a five-year agreement to provide long-distance transmission and other services to U S West Communications Group Inc., as well as additional agreements that will expand its network and its customer base.

Williams, a Tulsa, Okla., natural-gas pipeline company, rolled out its new telecommunications strategy on the day before a non-compete agreement with
WorldCom Inc. expires. Williams built a national network of fiber-optic cable and sold most of it to WorldCom for $2.5 billion three years ago. Williams made that deal somewhat reluctantly, having turned down an earlier $2 billion offer from WorldCom after insisting the unit wasn't for sale. Williams executives say they never intended to exit the business entirely.

Since the sale, Williams, which retained the rights to one strand of fiber in WorldCom's network, has been rebuilding its communications business, centering it on television feeds, Internet services and internal phone networks. Meanwhile, the company has been adding to its own network, and by late 1999, it expects that network to cover more than 25,000 miles and 120 cities.

The new agreements "lay the groundwork for them to be a major player" in communications, said Paul Elliot, whose Elco Energy Fund owns 50,000 Williams shares. Williams executives have said they are comfortable saying the telecommunications business will add $200 million to Williams's bottom line by 2001. In 1996, the company earned $362.2 million, or $2.17 a share, on revenue of $3.53 billion.

In New York Stock Exchange composite trading, Williams shares rose 50 cents
to $29.1875 a share.

U S West Communications, Denver, a unit of U S West Inc., said its five-year, multimillion-dollar agreement with Williams will give it additional capacity for its burgeoning national data-networking business. Sol Trujillo, president of U S West Communications, called the relationship a "virtual acquisition," in which the Baby Bell gets access to the network's capacity "without having to spend hundreds of millions of dollars."

U S West currently offers data networking in its 14-state territory, plus an additional 22 markets nationwide. Like other carriers, it needs the fiber networks to enable its customers to, say, access an on-line database in another state, or send e-mail across the country. Carriers have begun forging agreements with fiber wholesalers in anticipation of a data explosion, fueled by growing use of the Internet and other on-line services.

U S West last week won a U.S. District Court decision that could enable it to offer long-distance services in its home territory. The Williams network, which stretches across the country, also could provide U S West with a platform for offering long-distance services.

Williams called U S West its "anchor tenant." Williams also announced a new 20-year agreement with Intermedia Communications Inc. of Tampa, Fla., valued at $260 million, and it expanded its relationship with Concentric Network Corp., a Cupertino, Calif., Internet service provider in which Williams owns a 12% stake. Williams said it expects the three agreements to add "meaningful revenue" later this year.

As part of the new thrust, Williams said it agreed to buy a 350-mile length of fiber-optic cable in Florida for an undisclosed price from a division of U S West Media Group, the other publicly traded U S West Inc. unit. In New York Stock Exchange composite trading, U S West Communications shares fell 75 cents to $45.375 while U S Media shares gained 75 cents to $29.125.

Separately, Williams also agreed to purchase $150 million in switching equipment from Ascend Communications Inc.

In its second go-round in long-distance services, Williams may face more competition from companies like IXC Communications Inc. and Qwest Communications International Inc. But Howard Janzen, chief executive officer of the Williams Communications unit, said he believes Williams's strategy of leasing all of its space to customers, rather than selling long-distance
itself, will set it apart.

---
Adding Fiber

Some recently announced domestic network-construction projects
COMPANY MILES OF FIBER COMPLETION
Qwest 16,000 Late 1998
WorldCom 9,000 Feb. 1998
IXC Comm. 7,500 Late 1998
Williams 7,000 Late 1998




To: blankmind who wrote (844)1/6/1998 10:16:00 PM
From: Gary Korn  Read Replies (1) | Respond to of 1629
 
See BOLD below
1/6/98 Select Fed. Filings Newswires 13:24:00
Select Federal Filings Newswires
Copyright (c) 1998, Dow Jones & Company, Inc.

Tuesday, January 6, 1998

FFBN Cvts: Converts Horizon - Pending Offerings
ISSUER: FEDERAL FILINGS BUSINESS NEWS
SYMBOL: X.FFI
========================================================================
CALENDAR OF PROPOSED CONVERTIBLE SECURITIES OFFERINGS
------------------------------------------------------------------------
Compiled by the Federal Filings Convertibles Group
========================================================================
The following is a forward-looking calendar of proposed
convertible securities offerings:
Company Issue Size Rating Manager Maturity
-----------------------------------------------------------------------
Kennametal Inc. Feline $225M Ba1 (M) Merrill
(KMT) PRIDES Lynch & Co.

Comment: Co. will use proceeds to repay bank debt. PRIDES consist of
trust preferred securities and stock purchase contracts due some time
in 2001. Offering expected in January. Goldman Sachs & Co. also
underwriting issue. Registered.
-----------------------------------------------------------------------
Amkor Technology Bond $150M Salomon 5 yr.
Inc.
Comment: Co. amended its IPO to include $150 million convertible
note offer, with add'l $22.5 million of notes for over-allotments.
Will use proceeds for short-term and long-term debt. BancAmerica
Robertson Stephens., Cowen & Co. Registered.
-----------------------------------------------------------------------
KCS Energy Inc. Bond $125M B- (S&P) Smith Barney 7 yr.
(KCS) Inc.
Comment: Proceeds to be used to reduce credit facility debt. Notes
redeemable beginning some time in the year 2000. Offering also
underwritten by Prudential Securities Inc., CIBC Oppenheimer, Morgan
Keegan & Co. and Salomon Bros. Inc. Registered.
-----------------------------------------------------------------------
Rainforest Cafe Bond $100M NationsBanc 6 yr.
Inc. (RAIN) Montgomery

Securities Inc.
Comment: Comment will use proceeds for development of additional units
and corp. purposes. PaineWebber Inc., Wessels Arnold & Henderson also
underwriting issue. Registered.
-----------------------------------------------------------------------
Avatar Holdings Bond $100M CIBC 8 yr.
Inc. (AVTR) Oppenheimer
Comment: Co. will use proceeds to retire $33 million of its 8.0% senior
notes due 2000 and 9.0% senior notes due 2000, with remainder of
proceeds for general corp. purposes. SBC Warburg Dillon Read Inc. also
underwriting issue. Registered.
-----------------------------------------------------------------------
Cygnus Inc. Bond $75M PaineWebber 5 yr.
(CYGN) Inc.
Comment: Offering expected some time this month. Morgan Stanley Dean
Witter & Co. also underwriting issue. Price talk pegs issue with 5.5%
coupon and 25% premium. Expected this week. Registered.
-----------------------------------------------------------------------
Pacific Gulf Pfd
Properties Inc. (PAG)
Comment: Co. expects to offer Class A and Class B convertible preferred

shares before Jan. 1. Proceeds to be used for purchases of properties.
------------------------------------------------------------------------
Skyline Pfd
Multimedia Ent.
Inc. (SKYL)
Comment: Co. to offer 650,000 units, each consisting of one cvt.
preferred share and warrants to buy additional preferred shares.
Proceeds to be used for equity capital and to satisfy financial
obligations. Expected in latter part of first quarter 1998.
-----------------------------------------------------------------------
Steven Madden
Ltd. (SHOO)
Comment: Co. said it retained Hambrecht & Quist LLC as advisor for
possible convertible private placement.
-----------------------------------------------------------------------
Heico Inc. Bond $75M B- (S&P) Forum Capital 7 yr.
(HEI) B3 (M) Mkts. L.P.
Comment: Co. will use proceeds for general corporate purposes and
working capital. Raymond James & Assoc. Inc., Southeast Research
Partners Inc. also underwriting issue. Three-year hard call protection.
Registered.

-----------------------------------------------------------------------
Ascend Comm. Bond 7 yr.
Inc. (ASND)
Comment: Private placement.
-----------------------------------------------------------------------

Worldcom Inc. STRYPES
(WCOM)
Comment: Synthetic deal rumored to be brought by J.P. Morgan. Offering
delayed after GTE Corp. bid for MCI Corp.
-----------------------------------------------------------------------
SanDisk Corp.
(SNDK)
Comment: Co. to raise capital in fourth quarter through sale of equity
or convertible debt.
-----------------------------------------------------------------------
Owens Corning Feline $300M Merrill Lynch
(OWC) PRIDES & Co.
Comment: Feline PRIDES of Owens Corning Capital II used to purchase an
undisclosed amount of junior subordinated debentures of Owens Corning.
Each stock purchase unit of Owens Corning consists of stock purchase
contracts to buy Owens Corning common stock and U.S. Treasury

interests. Issue has settlement date of November 16, 2000. Credit
Suisse First Boston, Goldman Sachs & Co. also underwriting issue.
Registered.
-----------------------------------------------------------------------
Ingersoll Rand STRYPES Merrill Lynch
Co. (IR) & Co.
Comment: Co. filed $1.05 billion debt and equity shelf on October 2.
Proceeds to be used for general corporate purposes. Registered.
-----------------------------------------------------------------------
Enron Corp. Natwest
(ENE) Securities
Comment: Co. filed $1 billion mixed securities shelf on Sept. 12.
-----------------------------------------------------------------------
Pillowtex Corp. Pfd $65M Apollo Mgmt.
(PTX)
Comment: Co. to issue convertible preferreds in connection with
acquisition of Fieldcrest Cannon Inc. for $400 million. Acquisition
expected to close by year-end.
-----------------------------------------------------------------------
Market price talk with respect to impending securities offerings is
compiled from various market sources, some of whom may make a market in

or have financial interest in the issues presented. The information
contained herein does not represent a solicitation to sell or buy the
underlying issues. FFI shall not be held liable for any reason for any
errors or omissions, delays or inaccuracies or any decision made in
reliance upon price and yield indications. FFI shall not be liable to
any person for any loss of business revenues or lost profits for any
indirect, special, consequential or exemplary damages whatsoever,
whether in contract, tort or otherwise, arising in connection with the
indications, even if FFI has been advised of the possibility of such
damages. FFI makes no merchantability or fitness for a particular
purpose with respect to the indications and specifically disclaims any
such warranty.
/www.fedfil.com/support //

(END) FEDERAL FILINGS-DOW JONES NEWS 01-06-98

13:24

/FEDERAL FILINGS CONTACTS: (202) 393-7856 FOR
EDITORIAL, (800) 487-6162 FOR DOCUMENT
SALES, (202) 628-8990 FOR NEWSWIRE

SALES, (888) FED-FILE FOR TECHNICAL
SUPPORT, & http:/

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