SCHEDULE 13D
Amendment No.
Dial Page, Inc.
common stock
Cusip #25247P104
Filing Fee: Yes
Cusip # 25247P104
Item 1: Reporting Person - Fidelity International Limited
Item 4: PF
Item 6: Bermuda
Item 7: 11,200
Item 8: None
Item 9: 11,200
Item 10: None
Item 11: 1,785,816
Item 13: 9.27%
Item 14: HC, IA
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, Inc. a Delaware corporation (the
"Company"). The principal executive offices of the Company are located
at 301 College Street, Suite 700, P.O. Box Drawer 17067, Greenville,
South Carolina 29603.
Item 2. Identity and Background.
This statement 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"). A separate Schedule 13D
is being filed by FMR Corp., a Massachusetts Corporation ("FMR"), with
respect to the Shares. 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. The principal office of FIL is
located at Pembroke Hall, 42 Crow Lane, Hamilton, Bermuda.
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 adviser which is registered
under Section 203 of the Investment Advisers 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 adviser 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.
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 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 34.0% 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 generally 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, an 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
seven of the Fidelity Funds, three Accounts, FASST, by Advanced
MobileComm, Inc., and by Fidelity International Limited, through its
subsidiaries and affiliates.
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.
FASST which own or owned Shares purchased in the aggregate 13,200
Shares for cash in the amount of approximately $605,880, including
brokerage commissions. FASST used its own assets in making such
purchase and no part of the purchase price is represented by borrowed
funds. Proceeds from 2,000 Shares sold aggregated approximately
$73,500. The attached Schedule B sets forth Shares purchased and/or
sold since March 5, 1994.
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, Inc. common stock.
The Fidelity Funds which own or owned Shares purchased in the
aggregate 153,713 Shares for cash in the amount of approximately
$10,562,209, 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 2,200 Shares sold
aggregated approximately $122,100. The attached Schedule B sets forth
Shares purchased and/or sold since March 5, 1994.
The Accounts of FMTC which own or owned Shares purchased in the
aggregate 228,260 Shares for cash in the amount of approximately
$14,809,805, 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 11,600 Shares sold
aggregated approximately $638,400. The attached Schedule B sets forth
Shares purchased and/or sold since March 5, 1994.
Item 4. Purpose of Transaction.
The purpose of FIL or its subsidiaries in having the International
Funds and 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 Directors of the International
Funds.
FIL or its subsidiaries may continue to have the International
Funds and accounts purchase Shares subject to a number of factors,
including, among others, the availability of Shares for sale at what FIL
or its subsidiaries considers to be reasonable prices and other
investment opportunities that may be available to the International
Funds and accounts.
FIL and its subsidiaries intend to review continuously the equity
position of the International 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, FIL and its subsidiaries may determine to cause the
International Funds 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.
FIL and its subsidiaries have 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 or
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 of 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, Advanced
MobileComm, Inc., FASST, and FIL, beneficially own all 1,785,816
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) FIL beneficially owns, as investment adviser to FASST,
11,200 Shares, or approximately 0.06% of the outstanding Shares of the
Company. FMR beneficially owns, through AMI, 1,406,443 Shares, or
approximately 7.30% of the outstanding Shares of the Company, and
through Fidelity, as investment adviser to the Fidelity Funds, 151,513
Shares, or approximately 0.79% of the outstanding Shares of the Company,
and through FMTC, the managing agent for the Accounts, 216,660 Shares,
or approximately 1.12% of the outstanding Shares of the Company. The
number of Shares held by the Fidelity Funds includes 9,813 Shares of
common stock resulting from the assumed conversion of $6,360,000
princiapl amount of the 10.25% Unit Bonds (1.543 Shares of common stock
for each $1,000 principal amount of the bond). The number of Shares held
by the FMTC includes 9,859 Shares of common stock resulting from the
assumed conversion of $6,390,000 princiapl amount of the 10.25% Unit
Bonds (1.543 Shares of common stock for each $1,000 principal amount of
the bond). 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, AMI, FASST, and FIL are 1,785,816 Shares, or
approximately 9.27% of the outstanding Shares of the Company.
(b) FMR, through is control of Fidelity, investment adviser 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 151,513 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 voting power over and dispositive power over the 216,660 Shares
owned by the Accounts. FIL, FMR Corp., through its control of Fidelity,
and FASST each has sole power to vote and to dispose of the 11,200
Shares held by FASST. AMI has sole voting and dispositive power over
the 1,406,443 Shares held by AMI.
(b) FIL has the sole power to vote and the sole power to dispose
11,200 shares. FIL, FMR Corp., through its control of Fidelity, and
FASST each has sole power to vote and to dispose of the 11,200 Shares
held by FASST.
Item 6. Contract, Arrangements, Understandings or Relationships With
Respect to Securities
of the Issuer.
Neither FIL nor any of its affiliates nor, to the best knowledge
of FIL, 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.
Power of Attorney.
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.
Fidelity International Limited
DATE: March 13, 1994 By /s/Frank V. Knox
Frank V. Knox
Under Power of Attorney
Dated May 3, 1994
SCHEDULE A
POSITION WITH PRINCIPAL
NAME AND ADDRESS INTERNATIONAL OCCUPATION
Edward C. Johnson 3d Director & Chairman of the Board Chief
Executive
82 Devonshire Street Officer-FMR Corp.
Boston, MA 02109
Barry J. Bateman Director Chief Executive
25 Lovat Lane Officer-Fidelity
London, England International Ltd.
EC3R 8LL
William L. Byrnes Director Vice Chairman-
82 Devonshire Street FMR Corp.
Boston, MA 02109
Martin P. Cambridge Chief Financial Officer CFO-Fidelity
Oakhill House International
Limited
130 Tonbridge Road
Hildenborough, Kent,
TN119DZ
Charles T. M. Collis Director, V.P., & Secretary Private Attorney
P.O. Box HM 391
Hamilton HMBX, Bermuda
Glen R. Moreno Director Director-Fidelity
25 Lovat Lane International Ltd.
London, England
EC3R 8LL
David J. Saul Director Executive V.P. &
P.O. Box 650 President-Fidelity
Hamilton, Bermuda Bermuda, a
division
of Fidelity
International Ltd.
Messrs. Johnson 3d, Byrnes, and Moreno are United States citizens
and Messrs. Cambridge, Collis, Saul, and Bateman are citizens of the
United Kingdom.
SCHEDULE B
DIAL PAGE, INC.
FASST sold Shares since March 5, 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
05-06-94 2,000 $36.75
