-----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, Qu4H6ujVk2g98S1yWtXrVbJJvwPTKKcREEia1feayvEnTjGCQaVqWGA8RVbliXkn 2ewgpSGolq3viBPKaGZJ8A== 0001047469-98-010748.txt : 19980323 0001047469-98-010748.hdr.sgml : 19980323 ACCESSION NUMBER: 0001047469-98-010748 CONFORMED SUBMISSION TYPE: SC 13E3/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980320 SROS: AMEX GROUP MEMBERS: AMERICAN PAGING, INC. GROUP MEMBERS: API MERGER CORP GROUP MEMBERS: TELEPHONE & DATA SYSTEMS INC 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 13E3/A SEC ACT: SEC FILE NUMBER: 005-43693 FILM NUMBER: 98569859 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 13E3/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 13E3/A 1 SC 13E3/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ___________ SCHEDULE 13E-3 (AMENDMENT NO. 3) (FINAL AMENDMENT) RULE 13E-3 TRANSACTION STATEMENT (PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 13e-3 (Section 240.13e-3) THEREUNDER) _______________ American Paging, Inc. (Name of the Issuer) AMERICAN PAGING, INC. API MERGER CORP. TELEPHONE AND DATA SYSTEMS, INC. (Name of Person(s) Filing Statement) COMMON SHARES, PAR VALUE $1.00 PER SHARE (Title of Class of Securities) 02882K10 (CUSIP NUMBER OF CLASS OF SECURITIES) __________________ LeRoy T. Carlson, Jr. (312) 630-1900 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 Person(s) Filing Statement) __________________ WITH COPY TO: James G. Archer (212) 906-2000 Sidley & Austin 875 Third Avenue, New York, New York 10022 ______________ This statement is filed in connection with (check the appropriate box): a. / / The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934. b. / / The filing of a registration statement under the Securities Act of 1933. c. /x / A tender offer. d. / / None of the above. Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: / / This Amendment No. 3 (this "Amendment") to the Rule 13e-3 Transaction Statement on Schedule 13E-3, as amended (the "Schedule 13E-3"), is being filed by (i) API Merger Corp., a Delaware corporation ("Purchaser")(*) and a direct wholly-owned subsidiary of Telephone and Data Systems, Inc., a corporation organized under the laws of Iowa ("TDS"), (ii) TDS and (iii) American Paging, Inc., a Delaware corporation (the "Company"), pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended, and Rule 13e-3 thereunder in connection with the tender offer by Purchaser for all the outstanding common shares, par value $1.00 per share (the "Common Shares"), of the Company not already beneficially owned by Purchaser or any of its affiliates, upon the terms and subject to the conditions set forth in the Offer to Purchase dated February 18, 1998 (the "Offer to Purchase") and the related Letter of Transmittal (which together with the Offer to Purchase constitute the "Offer"). This Amendment constitutes the final amendment to Schedule 13E-3. All capitalized terms used in this Amendment without definition have the meanings attributed to them in the Schedule 13E-3. The transaction to which this Statement relates was completed on March 20, 1998 when the Merger was completed. The items of Schedule 13E-3 set forth below are hereby amended and supplemented as follows: ITEM 10. INTEREST IN SECURITIES OF THE ISSUER. Item 10(a) is hereby supplemented and amended to incorporate by reference the information set forth in the Press Release issued by TDS on March 20, 1998, attached hereto as Exhibit (d)(11). ITEM 17. MATERIAL TO BE FILED AS EXHIBITS. Item 17 is hereby supplemented and amended by adding the following exhibit: (d)(11) Press Release issued by TDS on March 20, 1998. ___________________ * On March 20, 1998, API Merger Corp. merged with and into American Paging, Inc. and, as a result of such merger, ceased to exist as a separate entity. - 1 - SIGNATURES After due inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this Amendment is true, complete and correct. Dated: March 20, 1998 API MERGER CORP. * By: /s/ LEROY T. CARLSON, JR. ------------------------- Name: LeRoy T. Carlson, Jr. Title: President TELEPHONE AND DATA SYSTEMS, INC. By: /s/ LEROY T. CARLSON, JR. ------------------------- Name: LeRoy T. Carlson, Jr. Title: President Signature Page to Amendment No. 3 to Schedule 13E-3 ___________________ * On March 20, 1998, API Merger Corp. merged with and into American Paging, Inc. and, as a result of such merger, ceased to exist as a separate entity. SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment is true, complete and correct. Dated: March 20, 1998 AMERICAN PAGING, INC. By: /s/ TERRENCE T. SULLIVAN ------------------------ Name: Terrence T. Sullivan Title: President Signature Page for Amendment No. 3 to Schedule 13E-3 EXHIBIT INDEX EXHIBIT NO. EXHIBIT DESCRIPTION (d)(11) Press Release issued by TDS on March 20, 1998. EX-99.D11 2 EXHIBIT 99D11/PRESS RELEASE [LETTERHEAD AND LOGO OF TDS] Contact: Murray L. Swanson Executive Vice President - Finance (312) 630-1900 e-mail: murray.swanson@teldta.com FOR RELEASE: IMMEDIATE TDS COMPLETES ACQUISITION OF AMERICAN PAGING, INC. MARCH 20, 1998, CHICAGO, ILLINOIS - Telephone and Data Systems, Inc. [AMEX: TDS] today announced that the merger of its wholly-owned subsidiary, API Merger Corp., with American Paging, Inc. [AMEX: APP] became effective today, completing TDS's acquisition of APP. Under the terms of the merger, all remaining APP shareholders will receive $2.50 in cash per share upon surrender of the certificates for their shares to Harris Trust and Savings Bank, as Depositary Agent appointed for that purpose. A Notice of Merger and Letter of Transmittal for surrendering shares will be mailed to all remaining holders of record of APP common shares promptly. 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-----