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SCHEDULE 13D - INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13D-1(A) AND AMENDMENTS
THERETO FILED PURSUANT TO RULE 13D-2(A).*
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*As amended by Releases (1)34-15457, dated January 4, 1979, effective February
14, 1979 (as corrected by Release (1) 34-15457A, dated February 25, 1979) and
(1) 34-14384, dated November 29, 1979, effective January 5, 1980. - Editor.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
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CYPRESS COMMUNICATIONS, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $.001 PER SHARE
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(Title of Class of Securities)
232743203
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(CUSIP Number)
CHARLES B. MCNAMEE
ONE FINANCIAL PLAZA, SUITE 1101
FT. LAUDERDALE, FLORIDA 33394
TELEPHONE: (954) 462-0449
WITH A COPY TO:
MARLON F. STARR, ESQ.
SMITH, GAMBRELL & RUSSELL, LLP
1230 PEACHTREE STREET, N.E., SUITE 3100
ATLANTA, GEORGIA 30309
TELEPHONE: (404) 815-3753
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
JANUARY 10, 2002
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box
[ ].
Check the following box if a fee is being paid with this statement [ ].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover period.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities and
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes.)
Continued on following page(s)
Page 1 of 9 Pages
CUSIP NO. 232743203 13D PAGE 2 OF 9 PAGES
--------------------- -------- --------
(1) NAME OF REPORTING PERSON
IRS IDENTIFICATION NO OF ABOVE PERSON
U.S. REALTEL, INC. (IRS Identification No. 36-4360426)
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ]
(b) [ ]
JOINT FILING
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS*
SC, WC, OO
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
N/A
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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(7) SOLE VOTING POWER
NUMBER OF 0
SHARES --------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 541,835(1)
EACH --------------------------------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON WITH 0
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(10) SHARED DISPOSITIVE POWER
541,835(1)
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
541,835(1)
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(12) CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
N/A
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.0%
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(14) TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILING OUT!
CUSIP NO. 232743203 13D PAGE 3 OF 9 PAGES
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(1) NAME OF REPORTING PERSON
IRS IDENTIFICATION NO OF ABOVE PERSON
CYPRESS MERGER SUB, INC. (IRS Identification No. Applied For)
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ]
(b) [ ]
JOINT FILING
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS*
SC, WC, OO
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
N/A
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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(7) SOLE VOTING POWER
NUMBER OF 0
SHARES --------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 541,835(1)
EACH --------------------------------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON WITH 0
--------------------------------------------------------
(10) SHARED DISPOSITIVE POWER
541,835(1)
--------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
541,835(1)
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(12) CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
N/A
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.0%
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(14) TYPE OF REPORTING PERSON*
CO
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(1) The shares of Common Stock represent the number of shares subject to the
Shareholders' Agreement, dated as of January 10, 2002 (the "Shareholders'
Agreement"), among U.S. RealTel, Inc., Cypress Merger Sub, Inc. and certain
stockholders of Cypress Communications, Inc. U.S. RealTel, Inc. and Cypress
Merger Sub, Inc. may be deemed to share the power to direct the vote of
such shares under the provisions of the Shareholders' Agreement, which is
discussed in greater detail in response to Item 4.
This Schedule 13D is filed by U.S. RealTel, Inc., a Delaware
corporation ("Parent") and Cypress Merger Sub, Inc., a Delaware corporation (the
"Purchaser") and a wholly owned subsidiary of Parent, and relates to the tender
offer by the Purchaser to purchase all outstanding shares of Common Stock, par
value $.001 per share (the "Common Stock"), of Cypress Communications, Inc., a
Delaware corporation (the "Company"), including the associated rights to
purchase preferred stock issued pursuant to that certain Shareholders' Rights
Agreement, dated February 9, 2000, between the Company and State Street Bank and
Trust Company, as rights agent (the "Rights" and, together with the Common
Stock, the "Shares"), at $3.50 per Share, net to the seller in cash, without
interest, upon the terms and subject to the conditions set forth in the Offer to
Purchase, dated January 22, 2002 (the "Offer to Purchase"), incorporated herein
by reference to Exhibit (a)(1)(i) to the Schedule TO filed by Parent and the
Purchaser on January 22, 2002 (as amended from time to time, the "Schedule TO")
and in the related Letter of Transmittal, incorporated herein by reference to
Exhibit (a)(1)(ii) to the Schedule TO (which, together with the Offer to
Purchase, as either may be amended or supplemented from time to time,
collectively constitute the "Offer").
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the Shares. The principal executive
offices of the Company are located at Fifteen Piedmont Center, Suite 100,
Atlanta, Georgia 30305.
ITEM 2. IDENTITY AND BACKGROUND.
The information set forth in section 8 ("Certain Information Concerning
Purchaser and Parent") of the Offer to Purchase and in the section captioned
"Schedule I: Directors and Executive Officers of Parent and Purchaser" of the
Offer to Purchase is incorporated herein by reference.
ITEM 3. SOURCE AND AMOUNT OF FUNDS FOR OTHER CONSIDERATION.
This Schedule 13D relates to the acquisition by Parent and Purchaser of
beneficial ownership of Shares pursuant to the Shareholders' Agreement, dated as
of January 10, 2002 (the "Shareholders' Agreement"), among Parent, the Purchaser
and certain stockholders of the Company (the "Major Shareholders"), pursuant to
which the Major Shareholders (i) granted Purchaser an option to purchase an
aggregate of 541,835 Shares owned by them (the "Subject Shares") pursuant to the
terms contained in the Shareholders' Agreement (the "Option"), (ii) agreed to
tender the Subject Shares pursuant to the Offer and (iii) granted to Parent and
Purchaser an irrevocable proxy (the "Proxy") to vote such Subject Shares in
favor of the merger. The Shareholders' Agreement is described more fully in
section 11 ("The Merger Agreement; Other Arrangements") of the Offer to
Purchase, which is incorporated herein by reference.
The Option and the Proxy were granted by the Major Shareholders as an
inducement to Parent and Purchaser to enter into the Agreement and Plan of
Merger (the "Merger Agreement"), dated as of January 10, 2002, as amended
January 17, 2002 among Parent, the Purchaser and the Company, as described in
Item 4 below. No monetary consideration was paid by Parent or Purchaser to the
Major Shareholders for either the Option or the Proxy.
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The information set forth in the Offer to Purchase in section 9
("Source and Amount of Funds") is incorporated herein by reference.
ITEM 4. PURPOSE OF TRANSACTION.
The information set forth in the section of the Offer to Purchase
captioned "Introduction," and in section 1 ("Terms of the Offer"), section 10
("Background of the Offer; Past Contacts or Negotiations with Cypress"), section
11 ("The Merger Agreement; Other Arrangements"), section 12 ("Purpose of the
Offer; Plans for Cypress"), section 13 ("Certain Effects of the Offer"), and
section 14 ("Dividends and Distributions") of the Offer to Purchase is
incorporated herein by reference.
No reporting person has any present plans or proposal which would
relate to or result in any of the matters set forth in subparagraphs (a) - (j)
of Item 4 of Schedule 13D except as set forth herein or such as would occur upon
completion of any of the actions set forth herein.
ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER.
As a result of the grant of the Option and the Proxy pursuant to the
Shareholders' Agreement, Parent and Purchaser may be deemed to be the beneficial
owners of an aggregate of 541,835 Shares, which would represent approximately
11.0% of the outstanding Shares (based on the number of Shares outstanding as of
January 10, 2002, as set forth in the Merger Agreement).
The information set forth in the Offer to Purchase in section 8
("Certain Information Concerning Purchaser and Parent "), section 11 ("The
Merger Agreement; Other Arrangements") and in the section captioned "Schedule I:
Directors and Executive Officers of Parent and Purchaser" is incorporated herein
by reference.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
The information set forth in Item 3 herein and in the sections of the
Offer to Purchase captioned "Introduction" and "Schedule I: Directors and
Executive Officers of Parent and Purchaser" and in section 8 ("Certain
Information Concerning Purchaser and Parent"), section 10 ("Background of the
Offer; Past Contacts or Negotiations with Cypress"), and section 11 ("The Merger
Agreement; Other Arrangements") of the Offer to Purchase and in Exhibits (d)(i)
and (d)(ii) attached to the Schedule TO is incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following exhibits are filed with this Schedule 13D:
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EXHIBIT DESCRIPTION
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*1 Agreement and Plan of Merger, dated as of
January 10, 2002, among Parent, the Purchaser
and the Company (the "Merger Agreement").
*2 Amendment No. 1 to the Merger Agreement, dated January 17, 2002.
*3 Shareholders' Agreement, dated as of January
10, 2002, among Parent, the Purchaser and
certain stockholders of the Company.
*4 Offer to Purchase, dated January 22, 2002.
*5 Form of Letter of Transmittal.
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* Incorporated by reference to the Schedule TO, filed with the Securities and
Exchange Commission on January 22, 2002 by Parent and the Purchaser.
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SIGNATURES
After reasonable inquiry and to the best of each of the undersigned's
knowledge and belief, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.
Date: January 22, 2002 U.S. REALTEL, INC.
By: /s/ Perry H. Ruda
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Perry H. Ruda
Chief Executive Officer
CYPRESS MERGER SUB, INC.
By: /s/ Charles D. McNamee
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Charles D. McNamee
Chief Executive Officer
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