-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TY7IAdNJOZOrdTcHE0HMNUF9JyLghuh0LFJ9ODBIc81ngGHh6Gc+isfKh1D2Uxlo JHST8a3iHTSvARJ7SYYY4g== 0000821130-98-000006.txt : 19980217 0000821130-98-000006.hdr.sgml : 19980217 ACCESSION NUMBER: 0000821130-98-000006 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980210 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980212 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: TELEPHONE & DATA SYSTEMS INC CENTRAL INDEX KEY: 0000096966 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 362669023 STATE OF INCORPORATION: IA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-08251 FILM NUMBER: 98534383 BUSINESS ADDRESS: STREET 1: 8401 GREENWAY BLVD STREET 2: PO BOX 628010 CITY: MIDDLETON STATE: WI ZIP: 535628010 BUSINESS PHONE: 3126301900 MAIL ADDRESS: STREET 1: 30 NORTH LASALLE STREET SUITE 400 CITY: CHICAGO STATE: IL ZIP: 60602 FORMER COMPANY: FORMER CONFORMED NAME: TELEPHONE SYSTEMS INC STOCK OPTION PLANS DATE OF NAME CHANGE: 19741118 FORMER COMPANY: FORMER CONFORMED NAME: TELEPHONE SYSTEMS INC DATE OF NAME CHANGE: 19740509 8-K 1 FORM 8-K FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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 10, 1998 ----------------- TELEPHONE AND DATA SYSTEMS, INC. -------------------------------- (Exact name of registrant as specified in its charter) Iowa 1-8251 36-2669023 ---- ------ ---------- (State or other (Commission (IRS Employer jurisdiction of File Number) Identification incorporation) No.) 30 North LaSalle Street, Chicago, Illinois 60602 - ------------------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (312) 630-1900 Not Applicable -------------- (Former name or former address, if changed since last report) Item 5. Other Events. ------------- On February 10, 1998, Telephone and Data Systems, Inc. and American Paging, Inc. announced that they have entered into a definitive agreement for TDS to acquire all of the issued and outstanding shares of common stock of APP not already owned by TDS for $2.50 per share in cash. This Current Report on Form 8-K is being filed for the purpose of filing the news release issued by the Company relating to such announcement as an exhibit. Item 7. Financial Statements and Exhibits. ---------------------------------- Exhibits -------- The exhibits accompanying this report are listed in the accompanying Exhibit Index. 2 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, thereto duly authorized. Telephone and Data Systems, Inc. (Registrant) Date: February 12, 1998 By: /s/ GREGORY J. WILKINSON ----------------------------- Gregory J. Wilkinson Vice President and Controller (principal accounting officer) 3 EXHIBIT INDEX Exhibit Number Description of Exhibit - -------------- ---------------------- 99 News Release dated February 10, 1998 4 EX-99 2 EXHIBIT 99 Exhibit 99 Contact: Murray L. Swanson Karen M. Stewart Executive Vice President - Finance Vice President-Investor Relations (312) 630-1900 (608) 828-8316 e-mail: murray.swanson@teldta.com e-mail: karen.stewart@teldta.com FOR RELEASE: IMMEDIATE TDS TO ACQUIRE REMAINING INTEREST IN AMERICAN PAGING, INC. February 10, 1998, Chicago, Illinois - Telephone and Data Systems, Inc. [AMEX:TDS] and American Paging, Inc. [AMEX:APP] announced today that they have entered into a definitive agreement for TDS to acquire all of the issued and outstanding shares of common stock of APP not already owned by TDS for $2.50 per share in cash. The transaction was recommended by a Special Committee of APP's independent directors and approved by APP's board of directors. Paine Webber Incorporated acted as financial advisor to the Special Committee of independent directors of APP. TDS's offer was made in connection with a definitive agreement announced December 23, 1997 between TDS and TSR Paging, Inc. ("TSR") to combine the businesses of APP and TSR. The agreement with TSR requires that TDS acquire the outstanding shares of common stock of APP not already owned by TDS for cash prior to the combination of APP and TSR. The parties are currently seeking FCC approvals in connection with that transaction, which is subject to other customary closing conditions as well. TDS currently owns 16.5 million shares of APP common stock, which, on February 9, 1998, represented 81.9% of the issued and outstanding shares. Under the agreement with APP, a subsidiary of TDS will commence a tender offer on or prior to February 18, 1998, to acquire the APP shares. The tender offer will be subject to satisfaction of the closing conditions in the TDS/TSR agreement and to other customary conditions. Credit Suisse First Boston Corporation acted as financial advisor to TDS. All shares not purchased in the tender offer will be converted into the right to receive $2.50 per share in a second-step merger to be consummated as soon as practicable after the tender offer. TDS is a Chicago-based telecommunications company with established cellular telephone, local telephone and radio paging operations and developing PCS operations. TDS strives to build value for its shareholders by providing excellent communications services in attractive, closely related segments of the telecommunications industry. TDS Internet Home Page: http://www.teldta.com -----END PRIVACY-ENHANCED MESSAGE-----