SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATA TRANSMISSION NETWORK CORPORATION
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 47-0669375
(State of incorporation (IRS Employer
or organization) Identification Number)
9110 West Dodge Road, Suite 200, Omaha, Nebraska 68114
- -------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
------------------- ------------------------------
None None
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box.[ ]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box.[x]
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Stock Purchase Rights
-------------------------------
(Title of class)
1
<PAGE>
Item 1. Description of Registrant's Securities to be Registered.
On August 29, 1997, the Board of Directors of Data Transmission Network
Corporation (the "Company") declared a dividend of one preferred share purchase
right (a "Right") for each outstanding share of common stock, par value $.001
per share, of the Company. The dividend was payable on September 2, 1997 to the
stockholders of record on that date. Each Right entitled the registered holder
to purchase from the Company one one-thousandth of a share of Series A Junior
Participating Preferred Stock, par value $.50 per share, of the Company at a
price of $150.00 per one-thousandth of a share of such Preferred Stock, upon the
happening of certain events. The description and terms of the Rights are set
forth in a Rights Agreement (the "Rights Agreement") between the Company and
First National Bank of Omaha, as Rights Agent, dated as of August 29, 1997, as
previously amended by the First Amendment to Rights Agreement dated as of March
4, 1999, and as further amended by the Second Amendment to Rights Agreement
dated as of March 24, 1999 (the "Second Amendment"). The Second Amendment
amended the Rights Agreement to provide for the Rights to expire on March 24,
1999, by changing the Final Expiration Date to March 24, 1999. Accordingly, the
Rights are no longer exercisable. Except as modified by the Second Amendment as
provided above, the information required by this item is incorporated by
reference to the Registration Statement on Form 8-A/A filed with the Securities
and Exchange Commission on March 12, 1999.
Item 2. Exhibits.
1. Rights Agreement, dated as of August 29, 1997, between Data Transmission
Network Corporation and First National Bank of Omaha, as Rights Agent,
which includes the Form of Certificate of Designation of Series A Junior
Participating Preferred Stock as Exhibit A, the Form of Right Certificate
as Exhibit B, and the Summary of Rights to Purchase Shares of Preferred
Stock as Exhibit C.
2. Press release of Data Transmission Network Corporation dated August 29,
1997.
3. First Amendment to Rights Agreement dated as of March 4, 1999, between
Data Transmission Network Corporation and First National Bank of Omaha,
as Rights Agent.
4. Press release of Data Transmission Network Corporation dated March 4,
1999.
5. Second Amendment to Rights Agreement dated as of March 24, 1999, between
Data Transmission Network Corporation and First National Bank of Omaha,
as Rights Agent.
2
<PAGE>
Signature
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
Date: April 2, 1999.
DATA TRANSMISSION NETWORK CORPORATION
By: /s/ Brian L. Larson
----------------------------
Brian L. Larson,
Vice President,
Chief Financial Officer
and Secretary
3
<PAGE>
EXHIBIT INDEX
Page Number
In Sequential
Exhibit Numbering
No. System
------- --------------
1 Rights Agreement, dated as of August *
29, 1997, between Data Transmission
Network Corporation and First National
Bank of Omaha, as Rights Agent, which
includes the Form of Certificate of
Designation of Series A Junior
Participating Preferred Stock as Exhibit A,
the Form of Right Certificate as Exhibit
B, and the Summary of Rights to Purchase
Shares of Preferred Stock as Exhibit C.
2 Press release of Data Transmission *
Network Corporation dated August 29,1997.
3 First Amendment to Rights Agreement **
dated as of March 4, 1999, between Data
Transmission Network Corporation and First
National Bank of Omaha, as Rights Agent.
4 Press release of Data Transmission Net- **
work Corporation dated March 4, 1999.
5 Second Amendment to Rights Agreement 5
dated as of March 24, 1999, between Data
Transmission Network Corporation
and First National Bank of Omaha,
as Rights Agent.
* Incorporated by reference to the exhibits to the original
Registration Statement on Form 8-A filed with the Securities and
Exchange Commission on August 29, 1997.
** Incorporated by reference to the exhibits to the Registration
Statement on Form 8-A/A filed with the Securities and Exchange
Commission on March 12, 1999.
4
Exhibit 5
---------
SECOND AMENDMENT
TO
RIGHTS AGREEMENT
----------------
This SECOND AMENDMENT TO RIGHTS AGREEMENT ("Amendment") is dated as of
March 24, 1999, and is entered into by and between Data Transmission Network
Corporation, a Delaware corporation ("DTN"), and First National Bank of Omaha
("Rights Agent").
RECITALS:
A. DTN and Rights Agent are all of the present parties to that certain
Rights Agreement dated as of August 29, 1997, as amended by First Amendment to
Rights Agreement dated as of March 4, 1999 (as amended, the "Agreement").
Capitalized terms not defined in this Amendment shall have the meanings given to
such defined terms in the Agreement.
B. In accordance with the provisions of Section 27 of the Agreement,
the members of the Board of Directors of DTN (which also presently constitute
the Continuing Directors) have unanimously approved this Amendment, and the
Secretary of DTN has delivered to the Rights Agent a certificate to such effect
and has directed the Rights Agent to execute this Amendment as provided in the
Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth therein and herein, the parties hereto agree as follows:
1. Amendment to Agreement. Effective immediately, Section 7(a) of the
Agreement is amended by deleting the date of August 29, 2007 (referred to
therein as the Final Expiration Date) and substituting therefore the date of
March 24, 1999. Accordingly, the Expiration Date becomes March 24, 1999, and the
Rights are no longer exercisable.
2. Binding Effect. This Amendment shall be binding upon and inure to
the benefit of DTN and Rights Agent and their respective successors and
permitted assigns.
3. Superseding. From and after the date hereof, all references to the
Agreement shall mean the Agreement, as amended by this Amendment.
4. Confirmation. Except as otherwise expressly set forth in this
Amendment, the Agreement is hereby ratified and confirmed and remains in full
force and effect.
5. Counterparts. This Amendment may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument and any of the parties hereto may execute this Amendment by signing
any such counterpart.
5
<PAGE>
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date and year first above written.
DATA TRANSMISSION NETWORK CORPORATION
By: /s/ Greg T. Sloma
------------------------------
Greg T. Sloma, President
FIRST NATIONAL BANK OF OMAHA,
as Rights Agent
By: /s/ John E. Lenihan
-----------------------
Name: John E. Lenihan
Title: Trust Officer
6
