SCHEDULE 13D
Amendment No. 1
Dial Page Incorporated
Common Stock
Cusip # 25247p104
Filing Fee: No
Cusip # 25247p104
Item 1: Reporting Person - FMR Corp. - (Tax ID: 04-2507163)
Item 4: PF
Item 6: Commonwealth of Massachusetts
Item 7: 1,409,823
Item 8: None
Item 9: 1,419,192
Item 10: None
Item 11: 1,419,192
Item 13: 7.36%
Item 14: HC
PREAMBLE
The filing of this Schedule 13D is not, and should not be deemed to be,
an admission that such Schedule 13D is required to be filed. See the
discussion under Item 2.
Item 1. Security and Issuer.
This statement relates to shares of the Common Stock, $1.00 par value
(the "Shares") of Dial Page Incorporated, a Delaware corporation (the
"Company"). The principal executive offices of the Company are located at 301
College Street, Suite 700, Greenville, SC 29601.
Item 2. Identity and Background.
This statement is being filed by FMR Corp., a Massachusetts Corporation
("FMR"). A separate Schedule 13D is being filed by Fidelity International
Limited, a Bermuda joint stock company incorporated for an unlimited duration
by private act of the Bermuda legislature ("FIL"). FMR is a holding company
one of whose principal assets is the capital stock of a wholly-owned
subsidiary, Fidelity Management & Research Company ("Fidelity"), which is also
a Massachusetts corporation. Fidelity is an investment advisor which is
registered under Section 203 of the Investment Advisors Act of 1940 and which
provides investment advisory services to more than 30 investment companies
which are registered under Section 8 of the Investment Company Act of 1940 and
serves as investment advisor to certain other funds which are generally
offered to limited groups of investors (the "Fidelity Funds"). Fidelity
Management Trust Company ("FMTC"), a wholly-owned subsidiary of FMR Corp. and
a bank as defined in Section 3(a)(6) of the Securities Exchange Act of 1934,
serves as trustee or managing agent for various private investment accounts,
primarily employee benefit plans and serves as investment adviser to certain
other funds which are generally offered to limited groups of investors (the
"Accounts"). Various directly or indirectly held subsidiaries of FMR are also
engaged in investment management, venture capital asset management, securities
brokerage, transfer and shareholder servicing and real estate development.
The principal offices of FMR, Fidelity, and FMTC are located at 82 Devonshire
Street, Boston, Massachusetts 02109.
FIL is an investment adviser which provides investment advisory and
management services to a number of non-U.S. investment companies or instrument
trusts (the "International Funds") and certain institutional investors. Prior
to June 30, 1980. FIL was a majority-owned subsidiary of Fidelity. On that
date, the shares of FIL held by Fidelity were distributed, as a dividend, to
the shareholders of FMR. FIL clients, with the exception of Fidelity and an
affiliate of Fidelity, are non-U.S. entities. Various foreign-based
subsidiaries of FIL are also engaged in investment management. The principal
office of FIL is located at Pembroke Hall, 42 Crow Lane, Hamilton, Bermuda.
Prior to June 30, 1980, FIL was a majority-owned subsidiary of Fidelity.
One that date, the shares of FIL held by Fidelity were distributed, as a
dividend, to the shareholders of FMR. FIL currently operates as an entity
independent of FMR and Fidelity. The International Funds and FIL's other
clients, with the exception of Fidelity and an affiliate of Fidelity, are non-
U.S. entities.
Edward C. Johnson 3d owns 24.9% of the outstanding voting common stock
of FMR. In addition, a partnership controlled by Mr. Johnson and members of
his family own shares of FIL voting stock with the right to cast approximately
47.22% of the total votes which may be cast by all holders of FIL voting
stock. Mr. Johnson 3d is Chairman of FMR Corp. and FIL. FMR Corp. and FIL
are separate and independent corporate entities. FMR Corp. and FIL are
managed independently and their boards of Directors are general composed of
different individuals. Their investment decisions are made independently, and
clients are different organizations. The business address and principal
occupation of Mr. Johnson 3d is set forth in Schedule A hereto.
Effective July 1, 1993, Fidelity became sub-advisor to Fidelity American
Special Situations Trust ("FASST").
FASST is a unit trust established and authorized by the Department of
Trade and Industry under the laws of England. The investment advisor of FASST
is Fidelity Investment Services Limited, and English company and a subsidiary
of FIL.
Advanced MobileComm, Inc. ("AMI") directly and indirectly through its
subsidiaries provides telecommunication services. Fidelity Capital, Inc.,
directly or through its subsidiaries, invests in and/or operates emerging
businesses. Fidelity Capital, Inc. is a subsidiary of FMR Corp.
The Shares to which this statement relates are owned directly by two of
the Fidelity Funds, five of the Accounts, and Advanced MobilComm, Inc.
FMR and FIL are of the view that they are not acting as a "group" for
purposes of Section 13(d) under the Securities Exchange Act of 1934 (the "1934
Act") and that they are not otherwise required to attribute to each other the
"beneficial ownership" of securities "beneficially owned" by the other
corporation within the meaning of Rule 13d-3 promulgated under the 1934 Act.
Therefore, they are of the view that the Shares held by the other corporations
need not be aggregated for purposes of Section 13(d). However, FMR is making
this filing on a voluntary basis as if all of the Shares are beneficially
owned by FMR and FIL on a joint basis.
The name, residence or business address, principal occupation or
employment and citizenship of each of the executive officers and directors of
FMR are set forth in Schedule A hereto.
Within the past five years, none of the persons named in this Item 2 or
listed on Schedule A has been convicted in any criminal proceeding (excluding
traffic violations or similar misdemeanors) or has been a party to any civil
proceeding and as a result thereof was or is subject to any judgment, decree
or final order enjoining future violations of, or prohibiting or mandating
activities subject to federal or state securities laws or finding any
violations with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Advanced MobileComm, Inc. received 1,406,443 Shares of common stock
pursuant to an Agreement and Plan of Merger and Plan of Reorganization dated
as of September 2, 1993, as amended (the "Merger Agreement") which provides,
among other things, for the issuance of Shares of Dial Page Incorporated
common stock.
The Fidelity Funds which own or owned Shares purchased in the aggregate
183,113 Shares for cash in the amount of approximately $11,483,991, including
brokerage commissions. The Fidelity Funds used their own assets in making
such purchase and no part of the purchase price is represented by borrowed
funds. Proceeds from 173,300 Shares sold aggregated approximately $4,567,555.
The attached Schedule B sets forth Shares purchased and/or sold since July 28,
1994.
The Accounts of FMTC which own or owned Shares purchased in the
aggregate 325,360 Shares for cash in the amount of approximately $17,780,471,
including brokerage commissions. The Accounts used their own assets in making
such purchase and no part of the purchase price is represented by borrowed
funds. Proceeds from 315,500 Shares sold aggregated approximately $9,150,100.
The attached Schedule B sets forth Shares purchased and/or sold since July 28,
1994.
Item 4. Purpose of Transaction.
The purpose of Fidelity and FMTC in having the Fidelity Funds and the
Accounts purchase Shares (see Item 5 below) is to acquire an equity interest
in the Company in pursuit of specified investment objectives established by
the Board of Trustees of the Fidelity Funds and by the investors in the
Accounts.
Fidelity and FMTC, respectively, may continue to have the Fidelity Funds
and the Accounts purchase Shares subject to a number of factors, including,
among others, the availability of Shares of sale at what they consider to be
reasonable prices and other investment opportunities that may be available to
the Fidelity Funds and Accounts.
Fidelity and FMTC, respectively, intend to review continuously the
equity position of the Fidelity Funds and Accounts in the Company. Depending
upon future evaluations of the business prospects of the Company and upon
other developments, including, but not limited to, general economic and
business conditions and money market and stock market conditions, Fidelity may
determine to cease making additional purchases of Shares or to increase or
decrease the equity interest in the Company by acquiring additional Shares, or
by disposing of all or a portion of the Shares.
Neither Fidelity nor FMTC has any present plan or proposal which relates
to or would result in (i) an extraordinary corporate transaction, such as a
merger, reorganization, liquidation, or sale of transfer of a material amount
of assets involving the Company or any of its subsidiaries, (ii) any change in
the Company's present Board of Directors or management, (iii) any material
changes in the Company's present capitalization or dividend policy or any
other material change in the Company's business or corporate structure, (iv)
any change in the Company's charter or by-laws, or (v) the Company's common
stock becoming eligible for termination of its registration pursuant to
Section 12(g)(4) of the 1934 Act.
The purpose of AMI in purchasing the Shares (see Item 5 below) is to
acquire an equity interest in the Company.
AMI may continue to purchase Shares subject to a number of factors,
including, among others, the availability of Shares of sale at what it
considers to be reasonable prices and other investment opportunities that may
be available to AMI.
AMI intends to review continuously its equity position in the Company.
Depending upon future evaluations of the business prospects of the Company and
upon other developments, including, but not limited to, general economic and
business conditions and money market and stock market conditions, AMI may
determine to cease making additional purchases of Shares or to increase or
decrease the equity interest in the Company by acquiring additional Shares, or
by disposing of all or a portion of the Shares.
AMI has no present plan or proposal which relates to or would result in
(i) an extraordinary corporate transaction, such as a merger, reorganization,
liquidation, or sale of transfer of a material amount of assets involving the
Company or any of its subsidiaries, (ii) any change in the Company's present
board of Directors or management, (iii) any material changes in the Company's
present capitalization or dividend policy or any other material change in the
Company's business or corporate structure, (iv) any change in the Company's
charter or by-laws, or (v) the Company's common stock becoming eligible for
termination or its registration pursuant to Section 12(g)(4) of the 1934 Act.
Item 5. Interest in Securities of Issuer.
Although Item 5 assumes that FMR, Fidelity, FMTC, and Advanced
MobilComm, Inc., beneficially own all 1,419,192 Shares, reference is made to
Item 2 for a disclaimer of beneficial ownership with respect to the securities
which are "beneficially owned" by the other corporations.
(a) FMR beneficially owns, through AMI, 1,406,443 Shares, or
approximately 7.29% of the outstanding Shares of the Company, and through
Fidelity, as investment advisor to the Fidelity Funds, 6,360 Shares, or
approximately 0.03% of the outstanding Shares of the Company, and through
FMTC, the managing agent for the Accounts, 6,389 Shares, or approximately
0.03% of the outstanding Shares of the Company. The number of Shares held by
the Fidelity Funds includes 6,360 Shares of common stock resulting from the
assumed conversion of 9,815 Warrants (0.648 shares of common stock for each
Warrant). The number of Shares held by the Account includes 6,389 Shares of
common stock resulting from the assumed conversion of 9,863 Warrants (0.648
shares of common stock for each Warrant). Neither FMR, Fidelity, FMTC, AMI,
nor any of its affiliates nor, to the best knowledge of FMR, any of the
persons name in Schedule A hereto, beneficially owns any other Shares. The
combined holdings of FMR, Fidelity, FMTC, and AMI, are 1,419,192 Shares, or
approximately 7.36% of the outstanding Shares of the Company.
(b) FMR, through is control of Fidelity, investment advisor to the
Fidelity Funds, and the Funds each has sole power to dispose of the Shares.
Neither FMR nor Mr. Johnson has the sole power to vote or direct the voting of
the 6,360 Shares owned directly by the Fidelity Funds, which power resides
with the Funds' Boards of Trustees. Fidelity carries out the voting of the
Shares under written guidelines established by the Funds' Board of Trustees.
FMR, through its control of FMTC, investment manager to the Accounts, and the
Accounts each has sole dispositive power over 6,389 Shares and sole power to
vote or to direct the voting of 3,380 Shares, and no power to vote or to
direct the voting of 3,009 Shares owned by the Accounts. AMI has sole voting
and dispositive power over the 1,406,443 Shares owned by AMI.
(c) Except as set forth in Schedule B, neither FMR, or any of its
affiliates, nor, to the best knowledge of FMR, any of the persons named in
Schedule A hereto has effected any transaction in Shares during the past sixty
(60) days.
Item 6. Contract, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
Neither FMR nor any of its affiliates nor, to the best knowledge of FMR,
any of the persons named in Schedule A hereto has any joint venture, finder's
fee, or other contract or arrangement with any person with respect to any
securities of the Company.
Item 7. Material to be Filed as Exhibits.
Not Applicable.
This statement speaks as of its date, and no inference should be drawn
that no change has occurred in the facts set forth herein after the date
hereof.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
FMR Corp.
DATE: October 6, 1994 By: /s/Arthur Loring
David C. Weinstein
Clerk
Advanced MobilComm, Inc.
By:_________________________
David C. Weinstein
Vice President
SCHEDULE A
The name and present principal occupation or employment of each
executive officer and director of FMR Corp. are set forth below. The business
address of each person is 82 Devonshire Street, Boston, Massachusetts 02109,
and the address of the corporation or organization in which such employment is
conducted is the same as his business address. All of the persons listed
below are U.S. citizens.
POSITION WITH
PRINCIPAL
NAME FMR CORP. OCCUPATION
Edward C. Johnson 3d President, Chairman of the
Director, CEO Board and CEO, FMR
Chairman &
Mng. Director
J. Gary Burkhead Director President-Fidelity
Caleb Loring, Jr. Director, Director, FMR
Mng. Director
James C. Curvey Director, Sr. V.P., FMR
Sr. V.P.
William L. Byrnes Vice Chairman Vice Chairman, FIL
Director & Mng.
Director
Robert C. Pozen Sr. V.P. & Gen'l Sr. V.P. & Gen'l
Counsel Counsel, FMR
Mark Peterson Exec. Exec.
V.P.-Management V.P.-Management
Resources Resources, FMR
Denis McCarthy Sr. Vice Pres. - Vice Pres., Chief
Chief Financial Financial Officer,
Officer FMR
SCHEDULE B
Dial Page Incorporated
Five Fidelity Fund(s) sold Shares since July 28, 1994 at the dates and at the
prices set forth below. The transactions were made for cash in open market
transactions or with other investment companies with the same or an affiliated
investment advisor.
DATE SHARES PRICE
08-05-94 5,600 $31.70
08-08-94 8,000 28.64
08-09-94 1,200 28.25
08-11-94 1,300 28.25
08-12-94 1,100 28.00
08-17-94 49,100 28.00
08-26-94 23,800 28.00
08-31-94 10,000 25.88
09-01-94 5,000 25.38
09-02-94 10,000 22.25
09-06-94 12,700 22.55
09-07-94 19,500 23.63
09-08-94 7,500 24.38
09-22-94 5,000 22.50
09-23-94 5,000 22.50
09-26-94 6,300 21.27
SCHEDULE B
Dial Page Incorporated
Three Account(s) sold Shares since July 28, 1994 at the dates and at the
prices set forth below. The transactions were made for cash in open market
transactions or with other investment companies with the same or an affiliated
investment advisor.
DATE SHARES PRICE
08-05-94 19,400 $31.70
08-08-94 24,500 28.64
08-09-94 3,400 28.25
08-11-94 3,400 28.25
08-12-94 1,400 28.00
08-17-94 154,000 28.00
08-26-94 74,500 28.00
09-08-94 23,200 24.38