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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): January 16, 1998
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.
CommNet Cellular Inc. (the "Company") announced on January 16, 1998
that in connection with the tender offers (the "Offers") to purchase for cash
all of its outstanding 11 3/4% Senior Subordinated Discount Notes due 2003 (the
"Discount Notes") and all of its outstanding 11 1/4% Subordinated Notes due 2005
(the "Subordinated Notes," together with the Discount Notes, the "Notes") that
it has amended the pricing, increased the consent payment for the Notes and
amended the terms under which tendered Notes may be withdrawn. The Company also
announced that it has extended the initial expiration date for each consent
solicitation from 5:00 p.m. New York City time, on Wednesday, January 21, 1998
to 5:00 p.m., New York City time, on Friday, January 23, 1998. The original
expiration date for the Offers remains unchanged and will occur on Wednesday,
February 4, 1998 at 12:00 midnight, New York City time (unless extended). The
Offers and consent solicitations are being made in connection with the proposed
merger of AV Acquisition Corp., a Delaware corporation formed by an affiliate of
Blackstone Capital Partners II Merchant Banking Fund L.P., with and into the
Company pursuant to a Merger Agreement dated May 27, 1997.
The Company has issued a press release announcing the amended pricing,
increased consent payment and amended terms under which tendered Notes may be
withdrawn, which press release is filed herewith as Exhibit 99.1.
The Company announced on January 22, 1998 the total consideration to
be paid for (i) each validly tendered Discount Note and properly delivered
consent and (ii) each validly tendered Subordinated Note and properly delivered
consent. The press release issued by the Company announcing the pricing of the
Offers is filed herewith as Exhibit 99.2.
Item 7. Financial Statements and Exhibits.
(c) The following exhibits are filed with this report:
99.1 Press Release dated January 16, 1998
99.2 Press Release dated January 22, 1998
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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.
Date: January 22, 1998 By: /s/ Daniel P. Dwyer
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Daniel P. Dwyer
Chief Financial Officer
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Exhibit 99.1
FOR IMMEDIATE RELEASE Contact: Daniel P. Dwyer
Chief Financial Officer
(303) 694-8520
Web Site: http//www.cels.com
COMMNET CELLULAR INC. AMENDS TENDER OFFERS AND CONSENT
SOLICITATIONS FOR ITS 11-3/4% SUBORDINATED DISCOUNT NOTES DUE
2003 AND ITS 11-1/4% SUBORDINATED NOTES DUE 2005
Englewood, CO January 16, 1998....CommNet Cellular Inc. ("CommNet") (Nasdaq
National Market: CELS) announced today that in connection with the tender offers
to purchase for cash all of its outstanding 11-3/4% Senior Subordinated Discount
Notes due 2003 (the "Discount Notes") and all of its outstanding 11-1/4%
Subordinated Notes due 2005 (the "Subordinated Notes," together with the
Discount Notes, the "Notes") that it has amended the pricing, increased the
consent payment for the Notes and amended the terms under which tendered Notes
may be withdrawn. The Company also announced that it has extended the initial
expiration date for each consent solicitation from 5:00 p.m. New York City time,
on Wednesday, January 21, 1998 to 5:00 p.m., New York City time, on Friday,
January 23, 1998. The original expiration date for the tender offers remains
unchanged and will occur on Wednesday, February 4, 1998 at 12:00 midnight, New
York City time (unless extended).
Under the revised terms of the tender offers, the total consideration to be
paid for each validly tendered Discount Note and properly delivered consent will
be based upon a fixed spread of 50 basis points (instead of 75 basis points in
the original tender offer) over the yield to maturity on the 6-1/8% U.S.
Treasury Note due August 31, 1998, as calculated in accordance with standard
market practice, which includes a consent payment of $30.00 (instead of $10.00
in the original tender offer) per $1,000.00 principal amount at the maturity of
the Discount Notes. Using the fixed spread formula, the purchase price for the
Discount Notes will be set at 2:00 p.m., New York City time, on Wednesday,
January 21, 1998.
Under the revised terms of the tender offers, the total consideration to be
paid for each validly tendered Subordinated Note and properly delivered consent
will be based upon a fixed spread of 50 basis points (instead of 75 basis points
in the original tender offer) over the yield to maturity on the 5-7/8% U.S.
Treasury Note due June 30, 2000, as calculated in accordance with standard
market practice, which includes a consent payment of $30.00 (instead of $10.00
in the original tender offer) per $1,000.00 principal amount of the Subordinated
Notes, together with accrued and unpaid interest up to but not including the
date of payment. Using the fixed spread formula, the purchase price for the
Subordinated Notes will be set at 2:00 p.m., New York City time, on Wednesday,
January 21, 1998.
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The tender offers will expire at 12:00 midnight, New York City time, on
Wednesday February 4, 1998, unless extended. The expiration date for each
consent solicitation will be 5:00 p.m., New York City time, on Friday, January
23, 1998, if on such date CommNet has received duly executed consents from
holders representing a majority in principal amount of the Discount Notes or the
Subordinated Notes, as the case may be, or at 5:00 p.m., New York City time, on
the first date thereafter that it receives such consents. Holders who tender
Notes after the corresponding consent expiration date will not be entitled to
receive the consent payment for such Notes, which will result in a reduction of
the total consideration to be received. Under the revised terms of the tender
offers, holders of the Notes who provide consents and tender Notes prior to the
consent expiration date may not revoke consents or withdraw Notes subsequent to
the corresponding consent expiration date; under the terms of the original
tender offer, tendered Notes could be withdrawn at any time prior to the
relevant tender offer expiration date and consents could be revoked at any time
prior to the corresponding consent expiration date.
Chase Securities Inc. is acting as the sole Dealer Manager and Solicitation
Agent for the tender offers and the consent solicitations, and Beacon Hill
Partners, Inc. is the information agent.
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.
###
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Exhibit 99.2
FOR IMMEDIATE RELEASE Contact: Daniel P. Dwyer
Chief Financial Officer
(303) 694-8520
Web Site: http//www.cels.com
COMMNET CELLULAR INC. PRICES THE OFFER TO PURCHASE ITS 11-3/4% SENIOR
SUBORDINATED DISCOUNT NOTES DUE 2003 AND ITS 11-1/4% SUBORDINATED
NOTES DUE 2005
ENGLEWOOD, Colo., Jan. 22, 1998-/PRNewswire/-CommNet Cellular Inc. ("CommNet")
(Nasdaq: CELS-news) announced today the prices of its cash tenders for any and
all of its outstanding 11-3/4% Senior Subordinated Discount Notes Due 2003 (the
"Discount Notes") and any and all of its outstanding 11-1/4% Subordinated Notes
due 2005 (the "Subordinated Notes," together with the Discount Notes, the
"Notes").
The total consideration to be paid for each validly tendered Discount Note
and properly delivered consent will be $1,024.57, determined on the basis of the
yield to September 1, 1998, the first date on which the Discount Notes are
redeemable, equal to the sum of (x) 5.31% (the yield on the 6 1/8% U.S. Treasury
Note due August 31, 1998 based on the bid price for such security as of 2:00
p.m. New York City time on January 21, 1998), plus (y) 50 basis points (such
price being rounded to the nearest cent per $1,000 principal amount at maturity
of the Discount Notes).
The total consideration to be paid for each validly tendered Subordinated
Note and properly delivered consent will be $1,172.16, determined on the basis
of the yield to July 1, 2000, the first date on which the Subordinated Notes are
redeemable, equal to the sum of (x) 5.33% (the yield on the 5 7/8% U.S. Treasury
Note due June 30, 2000 based on the bid price for such security as of 2:00 p.m.
New York City time on January 21, 1998), plus (y) 50 basis points (such price
being rounded to the nearest cent per $1,000 principal amount of the
Subordinated Notes).
The total consideration for the Notes includes a consent payment of (i)
$30.00 per $1,000 principal amount at maturity of the Discount Notes, and (ii)
$30.00 per $1,000 principal amount of the Subordinated Notes, which holders of
Notes tendered prior to the respective consent expiration date are entitled to
receive. The expiration date for each consent solicitation will be 5:00 p.m.,
New York City time, Friday, January 23, 1998. Holders of Notes who do not
properly consent will have the consent payment withheld from the total
consideration for their Notes.
Additional information concerning the terms of the tender offers and
consent solicitations, tendering Notes and the delivery of consents and
conditions to the tender offers and consent solicitations may be directed to Mr.
Robert Berk at Chase Securities Inc. at (212) 270-1100 (collect). The tender
offers and consent solicitations have been made pursuant to the Offer to
Purchase and Consent Solicitation Statement dated January 7, 1998, as
supplemented on January 16, 1998 (the "Statement"), and the related Letter of
Transmittal and Consent, which more fully set forth the terms of the tender
offers and consent solicitations. The Statement, Letter of Transmittal and
Consent and related documents may be obtained from Beacon Hill Partners, Inc.,
the Information Agent, at (212) 843-8500 (collect) or (800) 253-3841.
CommNet operates, manages and finances cellular telephone systems in which
its subsidiaries and affiliates hold ownership interests. CommNet owns interests
in 82 markets located 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.
