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UNITED STATES
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): February 25, 1999
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HICKORY TECH CORPORATION
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(Exact name of registrant as specified in its charter)
Minnesota 0-13721 41-1524393
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
221 East Hickory Street, P.O. Box 3248, Mankato, MN 56002-3248
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(Address of principal executive offices) (Zip code)
Registrant's telephone number including area code (800) 326-5789
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ITEM 5. OTHER EVENTS.
On February 25, 1999, the Board of Directors of Hickory Tech
Corporation (the "Company"), declared a dividend of one preferred share
purchase right (a "Right") per share for each outstanding share of Common
Stock, no par value per share (a "Common Share"), of the Company. The
dividend is payable to shareholders of record on March 12, 1999 (the "Record
Date").
Each Right entitles the registered holder to purchase from the
Company one one-hundredth of a share of Series A Junior Participating
Preferred Stock, no par value per share (a "Preferred Share"), of the
Company at a price of $65.00 per one-hundredth of a Preferred Share (the
"Purchase Price"), subject to adjustment. The description and terms of the
Rights are set forth in a Rights Agreement (the "Rights Agreement"), dated as
of February 25, 1999, between the Company and Norwest Bank Minnesota,
National Association, as Rights Agent.
Initially, the Rights will be evidenced by the certificates
representing Common Shares then outstanding, and no separate Right
Certificates will be distributed. The Rights will separate from the Common
Shares, and a distribution date (a "Distribution Date") for the Rights will
occur, upon the earlier of: (i) the first date of public announcement that a
person or group of affiliated or associated persons has become an "Acquiring
Person" (I.E., has become, subject to certain exceptions, the beneficial
owner of 15% or more of the outstanding Common Shares (other than as a result
of a Permitted Offer)) and (ii) the close of business on the 10th day
following the commencement or public announcement of a tender offer or
exchange offer, the consummation of which would result in a person or group
of affiliated or associated persons becoming an Acquiring Person.
A "Permitted Offer" is a tender offer or an exchange offer for all
outstanding Common Shares of the Company determined by the Board of Directors
of the Company, after receiving such advice as it deems necessary and giving
due consideration to all relevant factors, to be in the best interests of the
Company and its shareholders.
Until the Distribution Date, (i) the Rights will be evidenced by the
Common Share certificates and will be transferred with and only with the
Common Shares, (ii) new Common Share certificates issued after the Record
Date upon transfer or new issuance of the Common Shares will contain a
notation incorporating the Rights Agreement by reference, and (iii) the
surrender for transfer of any Common Share certificate, even without such
notation or a copy of this Summary of Rights attached thereto, will also
constitute the transfer of the Rights associated with the Common Shares
represented by such certificate.
As promptly as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Right Certificates") will be mailed to
holders of record of the Common Shares as of the close of business on the
Distribution Date, and such separate Right Certificates alone will evidence
the Rights.
The Rights are not exercisable until the Distribution Date. The
Rights will expire on March 12, 2009, unless extended or earlier redeemed or
exchanged by the Company as described below. No fraction of a Preferred Share
(other than fractions in integral multiples of one one-hundredth of a share)
will be issued and, in lieu thereof, an adjustment in cash will be made based
on the closing price on the last trading date prior to the date of exercise.
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The Purchase Price payable and the number of Preferred Shares
issuable upon exercise of the Rights are subject to adjustment from time to
time to prevent dilution: (i) in the event of a stock dividend on, or a
subdivision, combination or reclassification of, the Preferred Shares, (ii)
upon the grant to holders of the Preferred Shares of certain rights, options
or warrants to subscribe for or purchase Preferred Shares or convertible
securities at less than the then current market price of the Preferred Shares
or (iii) upon the distribution to holders of the Preferred Shares of
evidences of indebtedness or assets (excluding regular periodic cash
dividends or dividends payable in Preferred Shares) or of subscription rights
or warrants (other than those described in clause (ii) of this paragraph).
With certain exceptions, no adjustment in the Purchase Price will be required
until cumulative adjustments require an adjustment of at least 1% in the
Purchase Price.
The number of outstanding Rights and the number of Preferred Shares
issuable upon exercise of the Rights are also subject to adjustment in the
event of a stock split of the Common Shares or a stock dividend on the Common
Shares payable in Common Shares or subdivisions, consolidations or
combinations of the Common Shares occurring, in any such case, prior to the
Distribution Date.
Preferred Shares purchasable upon exercise of the Rights will not be
redeemable. Each Preferred Share will be entitled to a minimum preferential
quarterly dividend payment of $1.00 per share but will be entitled to an
aggregate dividend of 100 times the dividend declared per Common Share. In
the event of liquidation, the holders of the Preferred Shares will be
entitled to a minimum preferential liquidation payment of $100.00 per share
but will be entitled to an aggregate payment of 100 times the payment made
per Common Share. Each Preferred Share will have 100 votes, voting together
with the Common Shares. Finally, in the event of any merger, consolidation or
other transaction in which Common Shares are exchanged, each Preferred Share
will be entitled to receive 100 times the amount received per Common Share.
These Preferred Share rights are subject to adjustment in the event of a
stock dividend on the Common Shares or a subdivision, combination or
consolidation of the Common Shares.
In the event any person becomes an Acquiring Person, each holder of
a Right (other than the Acquiring Person) shall thereafter have a right to
receive, upon exercise thereof at the then current aggregate exercise price,
in lieu of Preferred Shares, such number of Common Shares of the Company
having a current aggregate market price equal to twice the current aggregate
exercise price. In the event that at any time after there is an Acquiring
Person the Company is acquired in certain mergers or other business
combination transactions or 50% or more of the assets or earning power of the
Company and its subsidiaries (taken as a whole) are sold, holders of the
Rights (other than the Acquiring Person) will thereafter have the right to
receive, upon exercise thereof at the then current aggregate exercise price,
such number of common shares of the acquiring company (or, in certain cases,
one of its affiliates) having a current aggregate market price equal to twice
the current aggregate exercise price.
At any time after a person becomes an Acquiring Person (subject to
certain exceptions), and prior to the acquisition by a Person of 50% or more
of the outstanding Common Shares, the Board of Directors of the Company may
exchange all or part of the Rights for Common Shares at an exchange ratio of
one Common Share per right, subject to adjustment.
At any time before a person has become an Acquiring Person, the
Board of Directors of the Company may redeem the Rights in whole, but not in
part, at a price of $0.01 per Right, subject to adjustment. The redemption of
the Rights may be made effective at such time, on such basis and with such
conditions as the Board of Directors in its sole discretion may establish.
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Until a Right is exercised, the holder thereof, as such, will have
no rights as a shareholder of the Company, including without limitation, the
right to vote or to receive dividends.
This summary description of the Rights does not purport to be
complete and is qualified in its entirety by reference to the Rights
Agreement.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(C) EXHIBITS
99. Press Release dated February 25, 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, hereto duly authorized.
Date: February 26, 1999
HICKORY TECH CORPORATION
By /s/ Robert D. Alton, Jr.
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Robert D. Alton, Jr.
Chief Executive Officer
By /s/ David A. Christensen
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David A. Christensen
Chief Financial Officer
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EXHIBIT INDEX
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EXHIBIT DESCRIPTION OF EXHIBIT PAGE NUMBER
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99 Press Release dated February 25, 1999 7
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Exhibit 99
PRESS RELEASE
HICKORY TECH CORPORATION ADOPTS SHAREHOLDER RIGHTS PLAN
Mankato, MN- Hickory Tech Corporation (NASDAQ: HTCO) announced that its Board
of Directors has adopted a Shareholders Rights Plan. The ten-year Shareholder
Rights Plan gives each shareholder the right to purchase shares of a newly
authorized series of preferred stock in the event that a tender offer for the
company is announced, or an acquirer purchases at least 15 percent of the
common stock of HTC.
"A Shareholder Rights Plan encourages any prospective buyer to negotiate with
our Board," said Robert D. Alton, Chairman and Chief Executive Officer of
HTC. "Our Board has adopted the plan to protect the long-term interests of
the Company's shareholders," Alton said.
The rights become exercisable by existing shareholders only following the
acquisition by a buyer, without prior approval of the HTC Board, of 15
percent or more of HTC's common stock, or following the announcement of a
tender offer for 15 percent or more of the common stock. After any acquirer
purchases at least 15 percent of the outstanding common stock, HTC
shareholders other than the acquirer could then purchase HTC common stock at
a 50-percent discount from market price, rendering any hostile takeover
prohibitively expensive for a would-be acquirer.
"Although we would be surprised if any prospective buyer chose to acquire a
telecommunications company without negotiating with the Board, we have
decided to add this measure to protect against those who may not understand
our industry," Alton said.
The new purchase rights will attach to all HTC common shares outstanding at
the close of business on March 12, 1999. There will be no rights certificates
issued unless the above-mentioned conditions are met. The rights are not
currently exercisable and possess no current value. The distribution is not
taxable to shareholders. The rights expire on March 12, 2009.
Mr. Alton said, "Shareholders Rights Plans are common in our industry. We
have studied merits of a plan for over a year, and are convinced it assures
all of our shareholders fair treatment."
Hickory Tech Corporation is a diversified communications holding company
located in Mankato, Minnesota. HTC is in its 101tst year of operations with
its roots in the local telephone exchange business. From this base, it has
expanded into billing and data processing, and communications products and
services, all oriented around the telephone industry. The NASDAQ symbol is
HTCO. The Internet home page address is: http://www.hickorytech.com
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