<PAGE>
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): September 25, 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
<PAGE>
Item 5. Other Events.
CommNet Cellular Inc. ("CommNet") announced that shareholders of
CommNet yesterday voted to approve the merger of AV Acquisition Corp., a
Delaware corporation formed by an affiliate of Blackstone CCI Capital Partners
L.P. (the "Partnership"), with and into CommNet (the "Merger").
The Merger is expected to be consummated shortly after all conditions
thereto have been satisfied, including the receipt of Federal Communications
Commission ("FCC") approval. As previously disclosed, certain petitions have
been filed before the FCC seeking to dismiss or deny CommNet's and the
Partnership's joint application to the FCC to transfer control of certain
cellular licenses from CommNet to the Partnership. Although CommNet is seeking
to have the FCC dismiss such 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. CommNet believes that it will prevail
on the merits on the petitions and is contesting the petitions vigorously.
CommNet has issued a press release announcing the shareholders' vote to
approve the Merger, which is filed herewith as Exhibit 99.1.
Item 7. Financial Statements and Exhibits.
(c) The following exhibit is filed with this report:
99.1 Press Release dated September 26, 1997
<PAGE>
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.
Date: September 26, 1997 By: /s/ Daniel P. Dwyer
-----------------------------
Daniel P. Dwyer
Chief Financial Officer
<PAGE>
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
Contact: CommNet Cellular Inc.
Daniel P. Dwyer
Chief Financial Officer
(303) 694-8520
Web Site: http://www.cels.com
SHAREHOLDERS OF COMMNET CELLULAR INC.
VOTE TO APPROVE MERGER
Englewood, CO. September 26, 1997. CommNet Cellular Inc. ("CommNet") (Nasdaq
National Market: CELS) announced that shareholders of CommNet yesterday voted to
approve the merger of AV Acquistion Corp., a Delaware corporation formed by an
affiliate of Blackstone CCI Capital Partners L.P. (the "Partnership") with and
into CommNet.
The merger is expected to be consummated shortly after all conditions
thereto have been satisfied, including the receipt of Federal Communications
Commission ("FCC") approval. As previously disclosed, certain petitions have
been filed before the FCC seeking to dismiss or deny CommNet's and the
Partnership's joint application to the FCC to transfer control of certain
cellular licenses from CommNet to the Partnership. Although CommNet is seeking
to have the FCC dismiss such 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. CommNet believes that it will prevail
on the merits on the petitions and is contesting the petitions vigorously.
CommNet operates, manages and finances cellular telephone systems in
which its subsidiaries and affiliates hold ownership interests. CommNet owns
interests in 82 markets in 14 states with a proportionate interest in 3.6
million pops. CommNet is the manager in 56 of these markets with a total
population of 4.2 million residing in nine contiguous states in the mountain and
plains regions. These managed markets represent one of the largest geographic
collections of contiguous wireless systems in the United States.
