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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): August 12, 1997
COMMNET CELLULAR INC.
(Exact name of registrant as specified in charter)
Colorado 0-15056 84-0924904
(State or other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
8350 East Crescent Parkway 80111
Suite 400 (Zip Code)
Englewood, Colorado
(Address of Principal
Executive Offices)
Registrant's telephone number, including area code: (303) 694-3234
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Item 5. Other Events.
On August 12, 1997, CommNet Cellular Inc. (the "Company") received
notice of a Petition to Dismiss or Deny (the "Consolidated Petition") submitted
to the Federal Communications Commission (the "FCC") on August 11, 1997 by
Pueblo Cellular, Inc., Platte River Cellular, Inc., Sangre De Cristo Cellular,
Inc., Smoky Hill Cellular, Inc., Sand Dunes Cellular, Inc., San Isabel Cellular,
Inc., and Yellowstone Cellular, Inc. (collectively, the "Consolidated
Petitioners"). The Consolidated Petitioners are partners in limited partnerships
affiliated with the Company. Pursuant to the Consolidated Petition, the
Consolidated Petitioners request the FCC to dismiss or deny the Company's and
Blackstone CCI Capital Partners L.P.'s (the "Partnership") joint application to
the FCC to transfer control of certain cellular licenses from the Company to the
Partnership (the "Transfer Application") in connection with the merger of AV
Acquisition Corp., a Delaware corporation formed by an affiliate of the
Partnership, into the Company (the "Merger"). A similar petition was filed by
Pueblo Cellular, Inc., Platte River Cellular, Inc., Sangre De Cristo Cellular,
Inc., Smoky Hill Cellular, Inc., San Isabel Cellular, Inc., and Yellowstone
Cellular, Inc. on August 14, 1997 with respect to the transfer of control of
certain microwave licenses from the Company to the Partnership.
On August 12, 1997, the Company received notice of four substantially
identical Petitions to Dismiss or Deny (collectively, the "Petitions") submitted
to the FCC on August 11, 1997 by: Shell Rock Telephone Company and F.W.C., Inc.;
Dakota Systems, Inc.; Missouri Valley Cellular, Inc. on its own behalf and on
behalf of Missouri Valley Cellular of South Dakota Limited Partnership; and
Sanborn Cellular, Inc. on its own behalf and on behalf of Sanborn Cellular of
South Dakota Limited Partnership (collectively, the "Petitioners"). The
Petitioners are partners in limited partnerships affiliated with the Company.
Each Petition seeks dismissal or denial of the Transfer Application.
It is a condition to consummation of the Merger that all required
regulatory approvals are obtained and in full force and effect, including the
FCC's approval of the Transfer Application. Although the Company will seek to
have the FCC dismiss the Consolidated Petition and the Petitions on an expedited
basis, there can be no assurance as to the outcome of such decision, or the time
period that may elapse before a decision is reached, and consequently, of the
time period that may elapse before the Merger is consummated. The Company
believes that it will prevail on the merits on the Consolidated Petition and the
Petitions and intends to contest the Consolidated Petition and the Petitions
vigorously and to seek expedited treatment by the FCC.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
COMMNET CELLULAR INC.
/s/ Daniel P. Dwyer
Date: August 20, 1997 By: _____________________
Daniel P. Dwyer
Chief Financial Officer
