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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
AMENDMENT NO. 6
Under the Securities Exchange Act of 1934
DATA TRANSMISSION NETWORK CORPORATION
(Name of Issuer)
Common Stock, $.001 Par Value
(Title of Class of Securities)
238017107
(CUSIP Number)
Peter H. Kamin
Peak Management, Inc.
Suite 1600
One Financial Center
Boston, MA 02111
(617) 526-8979
-with copies to-
Joseph F. Mazzella, Esq.
Lane Altman & Owens LLP
101 Federal Street
Boston, Massachusetts 02110
(617) 345-9800
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
May 1, 1998
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement. (A fee is not
required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13-d(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
CUSIP NO. 238017107 PAGE 2 OF 5 PAGES
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person Peak Management, Inc.
2 Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [X]
3 SEC Use Only
4 Source of Funds* None
5 Check Box if Disclosure of Legal Proceeding is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization Massachusetts
Number of 7 Sole Voting Power 0
Shares
Beneficially 8 Shared Voting Power 546,200
Owned by
Each 9 Sole Dispositive Power 0
Reporting
Person With 10 Shared Dispositive Power 546,200
11 Aggregate Amount Beneficially Owned by Each Reporting Person 546,200
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ]
13 Percent of Class Represented by Amount in Row (11) 4.88%
14 Type of Reporting Person* CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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SCHEDULE 13D
CUSIP NO. 238017107 PAGE 3 OF 5 PAGES
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person Peter H. Kamin
2 Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [X]
3 SEC Use Only
4 Source of Funds* None
5 Check Box if Disclosure of Legal Proceeding is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization USA
Number of 7 Sole Voting Power 0
Shares
Beneficially 8 Shared Voting Power 546,200
Owned by
Each 9 Sole Dispositive Power 0
Reporting
Person With 10 Shared Dispositive Power 546,200
11 Aggregate Amount Beneficially Owned by Each Reporting Person 546,200
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ]
13 Percent of Class Represented by Amount in Row (11) 4.88%
14 Type of Reporting Person* IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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THIS AMENDMENT NO. 6 AMENDS THE SCHEDULE 13D FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AS PREVIOUSLY AMENDED THROUGH APRIL 13, 1998.
ITEM 4. PURPOSE OF TRANSACTION
As previously reported, Peak Management, Inc. had requested
representation on the Issuer's Board of Directors, the creation of a Special
Committee to explore the sale or merger of the Corporation, or other
alternatives for the maximization of shareholder value.
Peak Management, Inc. also said that it was considering nomination of
certain persons to stand for election to the Issuer's Board of Directors. On
April 14, 1998, the Company announced its intention to add new directors and to
create a Special Committee of Directors.
On April 29, 1998 Peter H. Kamin, a controlling person of Peak
Management, Inc., agreed to serve as a member of the issuer's Board of Directors
and to be Chairman of a Special Committee to explore all alternatives to
maximize the value of the Issuer's shares. Accordingly, Peak Management, Inc.
has no current intention to nominate other persons to the Board of Directors or
to solicit consents for that purpose.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(c) On May 1, 1998, Peak Management, Inc. agreed to return to the
beneficial holder of a Managed Account all discretionary voting and dispositive
authority over the 45,400 shares of the Issuer held in such account; and has
agreed to a new advisory fee arrangement with such beneficial holder respecting
profits realized on any future sale of such shares. As a result, Peak
Management, Inc. may now be deemed to be the beneficial owner of 156,600 shares
of the Issuer held in the remaining Managed Accounts, and the 389,600 shares
held for the account of Peak Investment Limited Partnership, a private
investment limited partnership for which Peak Management, Inc.
acts as general partner.
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After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
This statement may be executed in any number of counterparts, each of which
shall be deemed an original and all of which shall constitute one (1)
instrument.
PEAK MANAGEMENT, INC.
By: /S/ Peter H. Kamin
-----------------------------------
Peter H. Kamin, President
By: /s/ Peter H. Kamin
-----------------------------------
Peter H. Kamin, Individually
Dated as of: May 4, 1998
