UNITED STATES
SECURITIES 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): FEBRUARY 18, 2005
FN ESTATE, INC.
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(Exact name of registrant as specified in its charter)
PENNSYLVANIA 0-29255 23-2767197
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation
TWO COURTNEY PLACE, SUITE 130, 3864 COURTNEY STREET, BETHLEHEM, PA 18017
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(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (610) 266-6700
FASTNET CORPORATION
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 8.01. OTHER EVENTS
As previously disclosed, on June 10, 2003, FN Estate, Inc. (f/k/a Fastnet
Corporation) (the "Company") and on June 13, 2003, each of its subsidiaries
(excluding the Company's wholly-owned subsidiary "DASLIC", a Delaware Holding
Company) (Fastnet and such subsidiaries are sometimes referred to herein as the
"Debtors") filed respective voluntary petitions for relief under Chapter 11 of
Title 11 of the United States Code in Jointly Administered Case No. 03-23143 in
the United States Bankruptcy Court for the Eastern District of Pennsylvania (the
"Bankruptcy Court").
Also, as reported in the Company's Current Reports on Form 8-K previously filed
with the United States Securities and Exchange Commission, the Debtors have sold
substantially all of their assets as a result of several transactions completed
pursuant to the provisions of the United States Bankruptcy Code on and between
December 15, 2003 and May 4, 2004.
A Bankruptcy Court hearing was held on January 27, 2005, to determine the
adequacy of the Disclosure Statement to Accompany Joint Plan of Liquidation
Dated December 30, 2004 (the "Disclosure Statement") and the Disclosure
Statement for Holders of Equity Interests to Accompany Joint Plan of Liquidation
Dated December 30, 2004 (the "Equity Holder Disclosure Statement"). By Order
dated February 1, 2005, the Bankruptcy Court, among other things, (i) approved
the Disclosure Statement and the Equity Holder Disclosure Statement, (ii)
scheduled March 4, 2005, as the last day to file objection to confirmation of
the First Amended Joint Plan of Liquidation Dated December 30, 2004 (the
"Plan"), as filed with the Bankruptcy Court on January 27, 2005, and (iii)
scheduled a hearing for March 24, 2005, to consider confirmation of the Plan.
The Disclosure Statement, the Equity Holder Disclosure Statement and the Plan
were attached as exhibits to Form 8-K filed with the United States Securities
and Exchange Commission by the Company on December 30, 2004.
Pursuant to the procedure prescribed in Staff Legal Bulletin No. 2, on November
14, 2003, the Company sought a no-action position from the Staff of the
Securities and Exchange Commission that would permit the Company to file, under
cover of a Current Report on Form 8-K, its periodic financial reports filed with
the Bankruptcy Court, in lieu of its annual and quarterly reports under the
Securities Exchange Act of 1934. To date, the Staff has not officially granted
the request. Nonetheless, in conformity with its requests and the provisions of
Staff Legal Bulletin No. 2, the Company files herewith as Exhibits, 99.1, 99.2
and 99.3 its monthly operating reports for the periods commencing October 1,
2004 and ended October 31, 2004, commencing November 1, 2004 and ended November
30, 2004, and commencing December 1, 2004 and ended December 31, 2004
(collectively, the "Monthly Operating Reports"), which were filed with the
Bankruptcy Court on February 18, 2005.
THE COMPANY CAUTIONS READERS NOT TO PLACE UNDUE RELIANCE UPON THE INFORMATION
CONTAINED IN THE MONTHLY OPERATING REPORTS. THE MONTHLY OPERATING REPORTS
CONTAIN FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION THAT HAVE NOT BEEN
AUDITED OR REVIEWED BY INDEPENDENT ACCOUNTANTS, ARE NOT PRESENTED IN ACCORDANCE
WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES, AND MAY BE SUBJECT TO FUTURE
RECONCILIATION AND ADJUSTMENTS. THE MONTHLY OPERATING REPORTS ARE LIMITED IN
SCOPE, COVER LIMITED TIME PERIODS, AND ARE IN A FORMAT PRESCRIBED BY THE
APPLICABLE BANKRUPTCY LAWS. THERE CAN BE NO ASSURANCE THAT THE OPERATING REPORTS
ARE COMPLETE.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit No. Description of Document
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99.1 Monthly Operating Report for the Period October 1,
2004 to October 31, 2004.
99.2 Monthly Operating Report for the Period November 1,
2004 to November 30, 2004.
99.3 Monthly Operating Report for the Period December 1,
2004 to December 31, 2004.
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SIGNATURES
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 hereunto duly authorized.
FN ESTATE, INC.
(Registrant)
Date: February 18, 2005 By: /s/ R. Barry Borden
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R. Barry Borden
Chief Executive Officer
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EXHIBIT INDEX
Exhibit
Number Document Description
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99.1 Monthly Operating Report For The Period October 1, 2004 to
October 31, 2004.
99.2 Monthly Operating Report For The Period November 1, 2004 to
November 30, 2004.
99.3 Monthly Operating Report For The Period December 1, 2004 to
December 31, 2004.