-----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, SFI1VriqTKrR4Jtbv48QRUGWEbCD46cYtCkPskm4C1fO2dftee7cBlcVhnk9QHq2 BwoRXxQ/41mgVUuio8nxYg== 0001047469-98-010374.txt : 19980319 0001047469-98-010374.hdr.sgml : 19980319 ACCESSION NUMBER: 0001047469-98-010374 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980318 SROS: AMEX SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN PAGING INC CENTRAL INDEX KEY: 0000916065 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 363109408 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-43693 FILM NUMBER: 98568290 BUSINESS ADDRESS: STREET 1: 1300 GODWARD ST NE STE 3100 CITY: MINNEAPOLIS STATE: MN ZIP: 55413-1767 BUSINESS PHONE: 6126233100 MAIL ADDRESS: STREET 1: 1300 GODWARD ST NE STREET 2: SUITE 3100 CITY: MINNEAPOLIS STATE: MN ZIP: 55413-1767 FILED BY: 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: SC 14D1/A 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 SC 14D1/A 1 SCHEDULE 14D1/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-1 (AMENDMENT NO. 2) (FINAL AMENDMENT) TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 ___________________ SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 4) AMERICAN PAGING, INC. (NAME OF SUBJECT COMPANY [ISSUER]) API MERGER CORP. AND TELEPHONE AND DATA SYSTEMS, INC. (BIDDER) COMMON SHARES ($1.00 PAR VALUE) (TITLE OF CLASS OF SECURITIES) 02882K10 (CUSIP NUMBER OF CLASS OF SECURITIES) LEROY T. CARLSON, JR. PRESIDENT AND CHIEF EXECUTIVE OFFICER TELEPHONE AND DATA SYSTEMS, INC. 30 N. LASALLE STREET, SUITE 4000, CHICAGO, ILLINOIS 60602 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDER) ___________________________ COPY TO: JAMES G. ARCHER, ESQ. SIDLEY & AUSTIN 875 THIRD AVENUE NEW YORK, NEW YORK 10022 (212) 906-2000 This Amendment No. 2 to the Tender Offer Statement on Schedule 14D-1, as amended ("Schedule 14D-1"), and Amendment No. 4 to the Statement on Schedule 13D (collectively, the "Amendment"), relates to the offer by API Merger Corp., a Delaware corporation ("Purchaser"), and a direct wholly owned subsidiary of Telephone and Data Systems, Inc., a company organized under the laws of Iowa ("TDS"), to purchase all outstanding Common Shares, par value $1.00 per share (the "Common Shares") of American Paging Inc., a Delaware corporation (the "Company"), at a price of $2.50 per Common Share, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in Purchaser's Offer to Purchase dated February 18, 1998 (the "Offer of Purchase") and in the related Letter of Transmittal (which together with the Offer to Purchase constitute the "Offer"). This Amendment No. 2 constitutes the final amendment to Schedule 14D-1. All capitalized terms used in this Amendment without definition have the meanings attributed to them in the Schedule 14D-1. The items of the Schedule 14D-1 set forth below are hereby amended and supplemented as follows: ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY. The Offer expired at 12:00 midnight, New York City time, on Tuesday, March 17, 1998. Based on a preliminary count, approximately 2,294,067 Common Shares were tendered pursuant to the Offer, of this 1,100 were tendered pursuant to notices of guaranteed delivery. On Wednesday, March 18, 1998, effective as of 12:01 a.m., all Common Shares validly tendered and not withdrawn prior to the expiration of the Offer were accepted for payment. The Common Shares tendered, together with the 16,500,000 Common Shares already owned by Purchaser (which includes 12,500,000 Common Shares which Purchaser is receiving in connection with the conversion of all of the Series A Common Shares of the Company previously held by Purchaser), represent approximately 93.3% of the outstanding Common Shares of the Company. As a result of the foregoing, Purchaser has a sufficient number of Common Shares to enable it to effect the Merger without a vote or meeting of the Company's shareholders. After the Merger, TDS will indirectly own 100% of the Company. Purchaser intends to effect the Merger as soon as practicable. A press release issued by TDS on March 18, 1998 announcing the expiration of the Offer and the acceptance of validly tendered Common Shares is attached hereto as Exhibit (a)(11) and is incorporated herein by reference. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. Item 11 is hereby supplemented and amended by adding the following exhibit: (a)(11) Press Release issued by TDS on March 18, 1998. (c)(21) Joint Filing Agreement and Power of Attorney, dated February 10, 1997, with respect to The Voting Trust. 2 SIGNATURES Dated: March 18, 1998 After due inquiry and to the best of our knowledge and belief, we certify that the information set forth in this Amendment is true, complete and correct. API MERGER CORP. THE VOTING TRUST* By: /s/ Leroy T. Carlson, Jr. By: /S/ LEROY T. CARLSON, JR. ----------------------------- -------------------------------------- Name: LeRoy T. Carlson, Jr. Name: LeRoy T. Carlson, Jr. Title: President Title: As Trustee and Attorney-in-Fact for other Trustees** * Signature only for Amendment No. 4 to the Schedule 13D relating to the direct TELEPHONE AND DATA SYSTEMS, INC. and indirect beneficial ownership of the Common Shares of American Paging, Inc. by API Merger Corp., Telephone and Data By: /s/ Leroy T. Carlson, Jr. Systems, Inc. and The Voting Trust, ---------------------------- respectively. Name: LeRoy T. Carlson, Jr. Title: President and Chief Executive Officer **Pursuant to Joint Filing Agreement and Power of Attorney filed herewith. Signature Page to Amendment No. 2 to Schedule 14D-1 relating to the Offer by API Merger Corp. to purchase all outstanding Common Shares of American Paging, Inc. and Amendment No. 4 to Schedule 13D relating to the direct and indirect beneficial ownership of the Common Shares of American Paging, Inc. by API Merger Corp., Telephone and Data Systems, Inc., and The Voting Trust, respectively. EXHIBIT INDEX EXHIBIT NO. EXHIBIT DESCRIPTION (a)(11) Press Release issued by TDS on March 18, 1998. (c)(21) Joint Filing Agreement and Power of Attorney, dated February 10, 1997, with respect to The Voting Trust. EX-99.A11 2 EXHIBIT 99A11/PRESS RELEASE [TDS LETTERHEAD AND LOGO] Contact: Murray L. Swanson Executive Vice President - Finance (312) 630-1900 e-mail: murray.swanson@teldta.com e-mail: @teldta.com FOR RELEASE: IMMEDIATE TDS COMPLETES TENDER OFFER FOR AMERICAN PAGING, INC. MARCH 18, 1998, CHICAGO, ILLINOIS - Telephone and Data Systems, Inc. [AMEX: TDS] today announced that its tender offer, through its wholly-owned subsidiary, API Merger Corp., for all of the outstanding Common Shares of American Paging, Inc. [AMEX: APP] at $2.50 per share net expired at midnight EST on Tuesday, March 17, 1998, and that it will accept for payment and promptly pay for all Common Shares of APP tendered pursuant to the Offer. Approximately 2,294,067 Common Shares were tendered and accepted or tender has been guaranteed in the Offer. The shares tendered, together with the 16,500,000 Common Shares already owned by TDS (which includes 12,500,000 Common Shares which TDS is receiving in connection with the conversion of all of the Series A Common Shares of the Company previously held by TDS), represent approximately 93.3% of the outstanding Common Shares of APP. The tendered shares will be purchased by API Merger Corp. which will, as soon as practicable after such purchase, merge into APP. In that second-step merger, each APP Common Share not purchased in the tender offer, other than those held by TDS or its subsidiaries, will be converted into the right to receive $2.50 per Common Share in cash. After completion of the merger, pursuant to a previously reported definitive Asset Contribution Agreement, APP and TSR Paging, Inc. expect to combine their respective paging businesses. 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. ### EX-99.C21 3 EXHIBIT 99C21/JOINT FILING AGREEMENT JOINT FILING AGREEMENT AND POWER OF ATTORNEY By signing below, the parties hereto hereby agree and consent, pursuant to Rule 13d-1(f)(1), to the joint filing of Schedules 13G and/or Schedules 13D (including any amendments thereto) on behalf of such parties in their capacities as trustees of the Voting Trust Agreement dated June 30, 1989, as amended. Each of the undersigned persons further hereby constitutes and appoints each of LeRoy T. Carlson, Jr. and Walter C.D. Carlson, acting singly, as their true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the undersigned and in the name, place and stead of the undersigned, in their capacities as trustees of such voting trust, to execute for and on behalf of the undersigned, all Schedules 13G and/or Schedules 13D and all amendments thereto as required by the Securities Exchange Act of 1934, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, the issuer and relevant stock exchanges. The powers hereby conferred upon the said attorneys-in-fact and agents shall continue in force until notice of the revocation of this Power of Attorney has been received by the said attorneys-in-fact. IN WITNESS WHEREOF, the undersigned have hereunto subscribed this Joint Filing Agreement and Power of Attorney as of the 10th day of February, 1997. /s/ Leroy T. Carlson, Jr. ------------------------------ LeRoy T. Carlson, Jr. /s/ Walter C.D. Carlson* ------------------------------ Walter C.D. Carlson /s/ Letitia G.C. Carlson* -------------------------------- Letitia G.C. Carlson /s/ Donald C. Nebergall* ------------------------------ Donald C. Nebergall /s/ Melanie J. Heald* ----------------------------- Melanie J. Heald -----END PRIVACY-ENHANCED MESSAGE-----