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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: January 14, 2000
(Date of earliest event reported) December 14, 1999
DOBSON COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)
OKLAHOMA 333-23769 73-1513309
(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)
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INFORMATION TO BE INCLUDED IN THE REPORT
This Current Report on Form 8-K/A is being filed to amend and restate its
previously filed Current Report on Form 8-K, dated December 14, 1999.
Item 5. OTHER EVENTS
Dobson Communications Corporation (the "Company") has initiated an offer to
purchase ("Offer to Purchase") all of its outstanding 11 3/4% Senior Notes due
2007 (the "Notes"). In conjunction with its Offer to Purchase, the Company is
soliciting from the holders of the Notes consents to certain amendments to the
indenture governing the Notes (the "Indenture"). The amendments, if approved,
would eliminate a number of restrictive covenants contained in the Indenture,
including covenants that:
- - limit the ability of the Company to incur indebtedness;
- - limit the ability of the Company to make restricted payments;
- - limit the ability of the Company to pay dividends and impose payment
restrictions effecting its restricted subsidiaries;
- - limit the ability of the Company to issue and sell capital stock of its
restricted subsidiaries;
- - limit the ability of restricted subsidiaries of the Company to issue
guarantees of indebtedness;
- - limit the transactions with stockholders and affiliates of the Company;
- - limit the ability of the Company to put liens upon its assets;
- - limit the ability of the Company to sell assets and to utilize the proceeds
from such sales;
- - require that the Company purchase Notes upon a change of control of the
Company;
- - require that the Company maintain its corporate existence;
- - require that the Company provide the trustee under the Indenture with a
compliance certificate; and
- - require the Company to file reports with the Securities and Exchange
Commission and provide reports to holders of the Notes.
In addition, the proposed amendments, if adopted, would eliminate the
prohibition contained in the Indenture on certain mergers, consolidations and
transfer of assets by the Company. Further, the proposed amendments to the
Indenture would amend the provision entitled "Events of Default" in the
Indenture to delete the clauses making it an Event of Default if the Company
fails to comply with the covenants eliminated by the proposed amendments or the
provision in the Indenture regarding when the Company may merge, consolidate or
transfer assets, or if the Company fails to comply with any other agreements of
the Company, defaults under any instrument governing the Company's other
indebtedness or is subject to certain final judgments.
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The proposed amendments would also waive any requirement of the Company to make
an offer to purchase Notes using the proceeds from any prior sale of assets.
The Company is offering to purchase each $1,000 principal amount of Notes at
a price equal to (i) the present value on the payment date of $1,058.75 per
$1,000 principal amount of Notes and the present value of the interest that
would be payable on or accrue until April 15, 2002, the earliest redemption
date of the Notes, in each case, determined on the basis of a yield to such
earliest redemption date equal to the sum of (x) the bid-sale yield on the
6-5/8% U.S. Treasury Notes due April 30, 2002 (the "referenced yield"), as of
2:00 p.m., New York City time, on January 10, 2000 plus (y) 50 basis points
minus the consent payment of $30 per $1,000 principal amount of Notes, plus
accrued and unpaid interest to but not including, the payment date. In
addition, the Company will pay each registered holder of Notes who validly
consents to the proposed amendments to the Indenture on or prior to December
28, 1999, unless that date is extended, an amount in cash equal to $30 per
$1,000 principal amount of such holder's Notes for which consents have been
validly delivered and not validly revoked on or prior to the consent date.
The Company's offer to purchase its outstanding Notes will expire on January
13, 2000 unless extended. The last date for consents to be received for the
proposed amendments of the Indenture is December 28, 1999, unless extended.
In connection with its offer to purchase its outstanding Notes, the Company
provided to the holders of the Notes certain information regarding the
Company which had not theretofore been publicly disclosed. That information,
as provided in the Company's initial filing of this 8-K, has been updated and
is publicly disclosed in Amendment No. 3 to the Company's Registration
Statement on Form S-1, Registration No. 333-90759, filed on January 14, 2000,
and is incorporated herein by reference.
(c) Exhibits
The following exhibit is filed as a part of this report:
Exhibit No. Description
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99.3 Amendment No. 3 to the Company's Registration
Statement on Form S-1 (Registration No. 333-90759)
as filed on January 14, 2000.*
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*Incorporated by reference herein.
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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.
January 14, 2000 Dobson Communications Corporation
(Registrant)
By /s/ Everett R. Dobson
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Everett R. Dobson
President and Chief
Executive Officer
