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 May 6, 1999
(Date of earliest event reported) May 5, 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
On May 5, 1999, the registrant successfully completed a private
offering of $170 million of its 13% Senior Exchangeable Preferred Stock
due 2009 ("Preferred Stock"). The Preferred Stock provided that
the registrant, at its option, may pay dividends either in cash or
by the issuance of additional shares of such Preferred Stock until
May 1, 2004 and in cash thereafter. The Preferred Stock ranks 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
exchangeable for debentures, at the registrant's option.
Net proceeds of approximately $163.9 million 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.
(c) Exhibits
The following exhibits are filed as a part of this report:
Exhibit
No. Description
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99 Press release issued by the Registrant on May 6, 1999
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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: May 6, 1999 Dobson Communications Corporation
(Registrant)
By BRUCE R. KNOOIHUIZEN
Bruce R. Knooihuizen
Vice President and Chief
Financial Officer
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EXHIBIT INDEX
Exhibit
No. Description Method of Filing
- -------- ----------- ----------------
99 Press release Filed herewith electronically
PRESS RELEASE
FOR IMMEDIATE RELEASE
Dobson Communications Corporation announced today that it has
closed a private placement of $170 million of its 13% Senior Exchangeable
Preferred Stock, sole managed by Lehman Brothers. The net proceeds of
the offering will be used to redeem outstanding shares of the Company's
Class F and Class G Preferred Stock, to reduce bank debt at Dobson
Cellular Operating Company (DCOC), a subsidiary of Dobson Communications
Corporation, and for general corporate purposes including acquisitions.
Under the terms of the offering, holders of this issue of Preferred Stock
are entitled to receive dividends at a rate per annum of 13%, payable
quarterly. Prior to May 1, 2004 dividends may be paid with additional
shares of Preferred Stock and thereafter are required to be paid in cash.
The Preferred Stock is redeemable at the Company's option after May 1,
2004 at an initial rate of 106.5% and matures on May 1, 2009.
Everett R. Dobson, the Company's Chief Executive Officer commented "This
offering allows Dobson the opportunity to redeem the more expensive Class
F and Class G Preferred Stock which was put in place at the time of the
Sygnet acquisition and provides increased flexibility under our bank
facility."
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.
