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 (Date of earliest event reported) April 28, 1999
DOBSON COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)
OKLAHOMA 333-23769 and 333-50107 73-1110531
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
13439 North Broadway Extension, Suite 200
Oklahoma City, Oklahoma 73114
(Address of principal executive offices) (Zip Code)
(405) 391-8500
(Registrant's telephone number, including area code)
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INFORMATION TO BE INCLUDED IN THE REPORT
Item 5. OTHER EVENTS
The registrant intends to effect a private offering of $170
million of a series of its senior exchangeable preferred stock.
The registrant expects that the preferred stock will provide that
the registrant, at its option, may pay dividends either in cash or
by the issuance of additional shares of such preferred stock until
January 15, 2004 and in cash thereafter. It is expected that the
preferred stock will rank equally with outstanding shares of the
registrant's 12-1/4% Senior Exchangeable Preferred Stock ("Senior
Preferred Stock") with respect to dividends and upon liquidation,
and senior to other outstanding classes of the registrant's preferred
stock and common stock. The preferred stock is expected to be exchange-
able for debentures, at the registrant's option.
The net proceeds from the private offering of the preferred
stock will be used to redeem outstanding shares of the
registrant's Class F and Class G Preferred Stock, to reduce bank
debt and for general corporate purposes, including acquisitions.
The preferred stock to be offered will not be registered
under the Securities Act of 1933 and may not be offered or sold
in the United States unless it is registered under the Securities
Act of 1933 or unless there is an available exemption from the
registration requirements of the Securities Act of 1933.
(c) Exhibits
The following exhibits are filed as a part of this report:
Exhibit
No. Description
- -------- ------------
99 Press release issued by the Registrant on April
28, 1999
<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: April 28, 1999 Dobson Communications
Corporation
(Registrant)
By EVERETT R. DOBSON
Everett R. Dobson
Chairman of the Board and
Chief Executive Officer
By BRUCE R. KNOOIHUIZEN
Bruce R. Knooihuizen
Vice President and Chief
Financial Officer
<PAGE>
EXHIBIT INDEX
Exhibit
No. Description Method of Filing
- -------- ----------- ----------------
99 Press release Filed herewith electronically
PRESS RELEASE
FOR IMMEDIATE RELEASE
Dobson Communications Corporation today filed a Form 8-K with the
Securities and Exchange Commission disclosing its intention to
effect a private offering of $170 million of a series of its senior
exchangeable preferred stock. The net proceeds from the private offering
of the preferred stock will be used to redeem outstanding shares of the
Company's Class F and Class G Preferred Stock, to reduce bank debt
and for general corporate purposes, including acquisitions.
The Company today reported preliminary financial results for its cellular
operations for the quarter ended March 31, 1999. Dobson reported that its
total operating revenues for the first quarter of 1999 are approximately
$68 million with earnings before interest expense, income taxes, depre-
ciation and amortization, other income, and discontinued operations
(EBITDA) of approximately $27 million. This information is based on
preliminary results that are subject to final review and adjustment by
the Company and its auditors. Final financial results are expected to
be released the first week of May.
The Company's results for the first quarter of 1999 do not
include any material operating revenue or EBITDA from the Ohio 2
and Texas 10 markets. The Company recently purchased subscribers
from the previous operator of Ohio 2. The Company expects to
complete the purchase of the subscribers in Texas 10 by May 31,
1999. The aggregate purchase price paid by the Company for the
Ohio 2 and Texas 10 licenses was approximately $94 million.
The Company's subscriber count at March 31, 1999 was
approximately 381,000, including 13,611 subscribers in Ohio 2
purchased late in the first quarter. This is an increase from
352,000 subscribers at December 31, 1998. Net subscriber
additions for the quarter, not including subscribers purchased in
Ohio 2, were approximately 16,000.
Dobson Communications is a leading provider of rural cellular
telephone services, employing approximately 1,000 employees in
its wireless operation, headquartered in Oklahoma City, Oklahoma.
The Company currently has wireless operations in ten states
located throughout the United States. Dobson Communications may
be found on the World Wide Web at http://www.dobson.net.
The information in this release includes certain forward-looking
statements that are based upon assumptions that in the future may
prove not to have been accurate. Those statements, and the
Company's business and prospects, are subject to a number of
risks including, but not limited to, substantial capital
expenditures required to fund its acquisitions, competition,
government regulation and the ability of the Company to implement
and continue its business strategy. These and other risks are
described in the Company's documents and reports that are
available from the Securities and Exchange Commission.
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