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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): February 4, 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.
On February 4, 1998, CommNet Cellular Inc. (the "Company") announced
that the Federal Communications Commission (the "FCC") had granted all of the
remaining joint applications of the Company and Blackstone CCI Capital Partners
L.P. (the "Partnership") to transfer control of certain cellular and microwave
licenses (including certain joint applications that had been the subject of
petitions to dismiss or deny) from the Company to the Partnership. The Company
also announced that the expiration date of its 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") had been extended to 5:00 p.m., New York City time,
on Monday, February 9, 1998, unless again extended.
The Company has issued a press release announcing the granting of the
remaining joint applications by the FCC and the extension of the Offers, which
press release is filed herewith as Exhibit 99.1.
Item 7. Financial Statements and Exhibits.
(c) The following exhibits are filed with this report:
99.1 Press Release dated February 4, 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: February 5, 1998 By:
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Daniel P. Dwyer
Chief Financial Officer
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Exhibit 99.1
CommNet Cellular Inc. Receives FCC Approvals and Extends Tender
Offers to Purchase its 11 3/4% Senior Subordinated Discount Notes
Due 2003 and its 11 1/4% Subordinated Notes due 2005
ENGLEWOOD, CO., Feb. 4, 1998/PRNewswire/--CommNet Cellular Inc. ("CommNet")
(Nasdaq: CELS) announced today that on February 3, 1998 the FCC granted all of
the remaining joint applications of CommNet and Blackstone CCI Capital Partners
L.P. (the "Partnership") to transfer control of certain cellular and microwave
licenses (including certain joint applications that had been the subject of
petitions to dismiss or deny) from CommNet to the Partnership. As previously
announced, on December 30, 1997 the FCC granted joint applications to transfer
control of eight cellular licenses and denied a joint petition to dismiss or
deny the joint applications relating to these eight licenses. The FCC approvals
clear the way for CommNet to consummate the merger of AV Acquisition Corp., a
Delaware corporation formed by the Partnership, with and into CommNet. The
expiration date of CommNet's offers (the "Offers") to purchase for cash 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") has been extended to 5:00 p.m., New York City time, on Monday, February
9, 1998, unless again extended. The Offers had been scheduled to expire today
at 12:00 midnight, New York City time.
The Offers are being made in connection with the pending merger (the "Merger")
of AV Acquisition Corp. with and into CommNet pursuant to a Merger Agreement
dated as of May 27, 1997 (the "Merger Agreement"). CommNet currently expects
that the Merger and the other transactions contemplated by the Merger Agreement
will be consummated on Tuesday, February 10, 1998. The terms and conditions of
the Offers are more fully set forth in the Offer to Purchase and Consent
Solicitation Statement dated January 7, 1998, as supplemented on January 16,
1998, and the related Letter of Transmittal and Consent, which can be obtained
from Beacon Hill Partners, Inc., the Information Agent, at (212) 843-8500
(collect) or (800) 253-3841.
CommNet has approximately $176.7 million in aggregate principal amount at
maturity of the Discount Notes outstanding, of which approximately $176.4
million or 99.8% had been tendered as of the close of business today and
approximately $80 million in aggregate principal amount of the Subordinated
Notes outstanding, of which approximately $79.9 million or 99.9% had been
tendered as of the close of business today.
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 continuous wireless systems in the United States.
