SECURITIES AND 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: October 18, 1999
(Date of earliest event reported) October 6, 1999
DOBSON COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)
OKLAHOMA 333-23769 73-1110531
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
13439 North Broadway Extension, Suite 200
Oklahoma City, Oklahoma 73114
(Address of principal executive offices) (Zip Code)
(405) 529-8500
(Registrant's telephone number, including area code)
<PAGE>
INFORMATION TO BE INCLUDED IN THE REPORT
Item 5. OTHER EVENTS
On October 6, 1999, Dobson Communications Corporation, an
Oklahoma corporation (the "Company"), AT&T Wireless
Services, Inc. ("AT&T") and American Cellular Corporation
("ACC") announced the signing of a definitive agreement
whereby the Company and AT&T will acquire ACC for $2.32
billion through a newly created joint venture.
(c) Exhibits
The following exhibit is filed as a part of this report:
Exhibit
No. Description Method of Filing
- ------- ----------- ----------------
99.1 Press Release of the Company, (1)
AT&T and ACC dated October 6, 1999
_____________________
(1) Filed herewith.
<PAGE>
SIGNATURE
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.
Date: October 18, 1999 Dobson Communications Corporation
(Registrant)
By BRUCE R. KNOOIHUIZEN
Bruce R. Knooihuizen
<PAGE>
EXHIBIT INDEX
Exhibit
No. Description Method of Filing
- ------- ----------- ----------------
99.1 Press Release of the Company, Filed herewith electronically
AT&T and ACC dated October 6, 1999
Exhibit 99.1
Eileen M. Connolly Richard D. Sewell, Jr. Stephen J. Easley
AT&T Dobson Communications American Cellular
908-221-6731 (office) 405-529-8674 (office) 202-508-6619 (office)
888-602-5417 (pager)
FOR RELEASE: WEDNESDAY, OCTOBER 6, 1999
AT&T AND DOBSON COMMUNICATIONS FORM JOINT VENTURE TO
PURCHASE AMERICAN CELLULAR
NEW YORK, OKLAHOMA CITY & WASHINGTON - AT&T and Dobson Communications
Corporation announced today the signing of a definitive agreement to
acquire American Cellular Corporation through a newly created joint
venture for $2.32 billion.
Dobson will be responsible for day-to-day management of the joint venture,
which will be equally owned and jointly controlled by Dobson and AT&T.
The acquisition will be funded with non-recourse bank debt by the joint
venture and cash equity contributions of up to approximately $370 million
each from the two partners.
The boards of AT&T, Dobson and American Cellular have approved the
transaction. The companies expect the merger to close in the first quarter
of 2000. The merger is subject to the approval of American Cellular's
shareholders and federal regulatory agencies and to certain other conditions.
American Cellular has markets in New York, Wisconsin, Minnesota, Michigan,
Kentucky, Tennessee, West Virginia, Ohio, Pennsylvania and Illinois.
American Cellular covers a population base of 4.9 million people and had
approximately 398,000 subscribers as of September 30, 1999. Its markets
are operated under the Cellular One trade name.
"We are excited to extend our excellent strategic relationship with AT&T,"
said Dobson Chairman and CEO Everett R. Dobson. "Together we have formed
an experienced team to acquire one of the largest and fastest growing
independent rural cellular operators in the U.S. This acquisition will
increase our managed pops from 5.9 million to 10.8 million and increase
our wireless operations from eleven states to seventeen states.
"This acquisition continues our rural cellular expansion in markets that
are strategically important for our partner and other significant wireless
operators. We will continue to provide high quality service and are
committed to increasing the customer base in these new markets," Dobson said.
Dan Hesse, President and Chief Executive Officer of AT&T Wireless
Services, added, "AT&T is delighted to expand its relationship with
Dobson, a proven rural operator and a member of the TDMA family.
"This transaction accomplishes two of AT&T's strategic objectives. First,
to continue to extend our wireless footprint and technology and provide
the highest quality service and features across the U.S.; and second, to
use partnerships or affiliations to leverage AT&T's capital and marketing
capabilities to the greatest extent possible," Hesse said.
"American was built on a commitment to superior wireless communications
and exceptional customer service," said Stephen Easley, Vice President for
External Affairs of American Cellular Corporation. "We are proud to be
entering into a transaction where our customers, vendors and employees
will have an ongoing relationship with such respected leaders in the
industry."
Lehman Brothers and Toronto Dominion Securities advised the Dobson and
AT&T joint venture. American Cellular was advised by Merrill Lynch & Co.
Dobson Communications Corporation is a leading provider of rural cellular
telephone services, employing approximately 1,000 employees in its
wireless operations, headquartered in Oklahoma City, Oklahoma. Through
its subsidiaries, the Company has wireless operations in eleven states
located throughout the United States. Dobson Communications may be found
on the World Wide Web at http://www.dobson.net.
AT&T is one of the world's premier communications and information services
company, serving more than 90 million customers, including consumers,
businesses and government. It runs the world's largest, most sophisticated
communications network and is a leading provider of long-distance and
wireless services. AT&T operates in more than 200 countries and
territories around the world.
EDITORS NOTE: Dobson Communications will host a financial analyst
conference call at 11:30 a.m. Eastern time today. Callers should dial
1-800-406-5345 and enter access code 798347. An audio rebroadcast of the
conference call will be available until October 11. To listen to the
rebroadcast, callers can dial 719-457-0820 and then enter the access code
798347.
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