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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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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 21, 1998
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COMMNET CELLULAR INC.
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(Exact name of registrant as specified in its charter)
Colorado 84-0924904
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8350 East Crescent Parkway, Suite 400
Englewood, Colorado 80111
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(Address of principal executive offices)
(Zip Code)
303/694-3234
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(Registrant's telephone number, including area code)
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ITEM 5. Other Events.
On August 26, 1998, twelve independent telephone companies ("Sellers") agreed to
sell all of their interests in four cellular telephone service markets that
CommNet Cellular Inc. (the "Company") manages, contingent upon FCC and other
regulatory approvals, and have entered into purchase agreements with the
Company. The Company currently owns a majority and consolidates the results of
operations and financial position of three of the markets. The Company owns 49%
of the fourth market and accounts for its share of results of operations and
financial position on the equity method. Effective October 1, 1998, the Company
will record 100% of the activity of all four markets, although each purchase
transaction will close at some date thereafter, but not later than the end of
the second fiscal quarter of 1999.
The purchase agreements also contain agreement to settle all claims and lawsuits
by the Company and affiliates of the Company owned by the Sellers against one
another involving changes in management, breaches of fiduciary duties and rights
of first refusal by filing of settlement agreements at the time of closing.
In addition, the Company closed the purchase of a 90% interest in another
managed market on September 17, 1998.
Aggregate consideration of $66.3 million in cash will be financed out of
existing cash balances and from borrowings under the Company's existing line of
credit with its primary lender. The equity of the net book value of the
interests acquired is not significant to the Company's total assets, nor are
these acquisitions of significant businesses, individually or in the aggregate.
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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 thereunto duly authorized.
COMMNET CELLULAR INC. (Registrant)
Date: September 21, 1998 By:/s/Daniel P. Dwyer
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Daniel P. Dwyer
Executive Vice President, Treasurer &
Chief Financial Officer
