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): March 24, 1999
DATA TRANSMISSION NETWORK CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 0-15405 47-0669375
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification
Number)
9110 West Dodge Road, Suite 200, Omaha, Nebraska 68114
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (402) 390-2328
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Item 5. Other Events.
On March 24, 1999, Roger R. Brodersen, Chairman of the Board and Chief
Executive Officer of Data Transmission Network Corporation (the "Company"),
resigned all his positions as an officer and director of the Company and its
subsidiaries. In addition, Scott A. Fleck, Richard R. Jaros, J. Michael Parks
and Jay E. Ricks each resigned as a director of the Company effective on March
24, 1999. Later on March 24, 1999, the remaining directors of the Company
consisting of Peter H. Kamin, David K. Karnes, Greg T. Sloma and Roger W.
Wallace elected Jay H. Golding, Anthony S. Jacobs and Joseph F. Mazzella as
directors of the Company to fill three of the vacancies on the Board of
Directors resulting from such resignations. The new Board of Directors then
amended the Bylaws of the Company to reduce from nine to seven the number of
directors of the Company. The new Board of Directors also amended the Company's
shareholder rights plan to provide for such rights to expire on March 24, 1999,
therefore causing such rights to become unexercisable.
Item 7. Financial Statements and Exhibits.
(a) and (b) Financial Statements and Pro Forma Financial Information. None.
(c) Exhibits. The following exhibits are filed with this report, and
the foregoing description is modified by reference to such
exhibits:
1. Rights Agreement, dated as of August 29, 1997, between Data
Transmission Network Corporation and First National Bank of
Omaha, as Rights Agent.
2. 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.
3. 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.
4. Press release of Data Transmission Network Corporation dated
March 24, 1999.
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Signatures
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.
Date: April 2, 1999.
DATA TRANSMISSION NETWORK CORPORATION
By: /s/ Brian L. Larson
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Brian L. Larson, Vice
President, Chief Financial
Officer, and Secretary
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EXHIBIT INDEX
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Page Number
In Sequential
Exhibit Numbering
No. System
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(1) 1 Rights Agreement, dated as of August 29, 1997, between Data
Transmission Network Corporation and First National Bank of
Omaha, as Rights Agent.
(2) 2 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.
(3) 3 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.
4 Press release of Data Transmission 5
Network Corporation dated March 24, 1999.
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(1) Exhibit 1 hereto was previously filed as an exhibit to the
Registration Statement of Data Transmission Network Corporation on
Form 8-A dated August 29, 1997, registering its Preferred Stock
Purchase Rights, which is incorporated herein by this reference.
(2) Exhibit 2 hereto was previously filed as an exhibit to the
Registration Statement of Data Transmission Network Corporation on
Form 8-A/A dated March 11, 1999, amending the registration of its
Preferred Stock Purchase Rights, which is incorporated herein by
this reference.
(3) Exhibit 3 hereto was previously filed as an exhibit to the
Registration Statement of Data Transmission Network Corporation on
Form 8-A/A dated April 1, 1999, amending the registration of its
Preferred Stock Purchase Rights, which is incorporated herein by
this reference.
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EXHIBIT 4
News release of Data Transmission Network Corporation dated March 24, 1999.
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New Board Puts DTN on Fast Track to Enhance Shareholder Value
OMAHA, NEB, March 24, 1999 - Roger R. Brodersen, Chairman and Chief
Executive Officer of Data Transmission Network Corporation (DTN) (NASDAQ:DTLN)
announced today that he had resigned as part of a reconstitution of the
Company's Board of Directors. Mr. Brodersen stated that the reduced and
significantly changed Board was a move to provide the investment community with
assurance that the Company was focused on the process of enhancing shareholder
value and establishing a solid foundation for future transactions.
The changes, which will be approved by the Board of Directors at a
meeting on March 24 , 1999, will result in a reduction of the Board from nine
members to seven. Today's resignation of five incumbent directors includes Mr.
Brodersen, Chairman and Chief Executive Officer of the Company. Continuing on
the Company's Board of Directors will be incumbent Directors Peter H. Kamin,
Greg T. Sloma, President and Chief Operating Officer of the Company, Roger W.
Wallace and David K. Karnes. Three new directors will be appointed to fill
vacancies created by the change. In addition, Peter Kamin will be appointed
Non-Executive Chairman of the Board of Directors and will also head up a new
Special Committee of Directors consisting of Mr. Kamin and two of the newly
appointed directors. The Special Committee will undertake a re-examination of
the Company's strategic alternatives, including the hiring of an investment
banker to evaluate and pursue any available alternatives for near-term
maximization of shareholder value. As part of this process, the newly organized
board will terminate the Shareholder's Rights Plan (poison pill).
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New Board Puts DTN on Fast Track to Enhance Shareholder Value - Page 2
The newly appointed directors will be Mr. Jay Golding, presently a
director of Bogan Aerotech, a joint venture partner of Bell Helicopter Textron,
Inc. and Chairman and CEO of American International Partners, LLC. Mr. Golding
has served as a director of several public and privately held companies,
including Sterling Electronics. Also to be appointed is Mr. Anthony Jacobs, who
is the President of the Wessel Group, a Chicago-based industrial holding
company. The third new director will be Mr. Joseph F. Mazzella, a partner in the
law firm of Lane Altman & Owens LLP of Boston, Massachusetts. Mr. Mazzella is
currently a director of Alliant Techsystems, Inc., (NYSE:ATK) a $1Billion
defense and aerospace contractor, Inforonics, Inc., of Littleton, Massachusetts,
a developer of Internet-based electronic commerce systems and website tracking
and fulfillment applications, and Insurance Auto Auctions, Inc. (NASDAQ:IAAI),
the nation's largest provider of automotive and specialty loss coverage services
for the insurance industry. Messrs. Golding and Jacobs will join Peter Kamin as
members of the Special Committee.
Peter H. Kamin, the newly elected Chairman of the Board commented, "I
want to first extend the Board's thanks to Roger Brodersen for his years of
service in building DTLN into the industry leader that it is today. While we had
all hoped that the search for alternatives over the last year would have yielded
more tangible results, several factors, including the Fall 1998 disruption to
the acquisition financing marketplace, severely handicapped that effort. The new
Board and I intend to renew and refocus that effort to insure that shareholder
value is the number one priority. We firmly believe that this process can and
will achieve higher values for shareholders through strategic transactions, or
otherwise."
DTN is holding a teleconference on Thursday, March 25, 1999 at 10:00
a.m. (ET) 9:00 a.m. (CST) with shareholders and analysts. To participate in the
teleconference, call 1-800-521-5499. Conference Call Play Back is available
until March 29, 1999 at 7:00 p.m. (ET) 6:00 p.m. (CST). For Conference Play Back
call 1-800-696-1588 and enter Pass Code 523967.
To meet the growing need for comprehensive news, weather and market
information, Data Transmission Network Corporation (NASDAQ: DTLN), based in
Omaha, Nebraska, delivers customized content to more than 159,000 subscribers
primarily in the US and Canada. DTN serves subscribers with interest in four
primary segments: agriculture, weather, energy, and financial services. DTN
delivers information, including real-time stock and commodity quotes and
weather, using a variety of technologies including the Internet, satellite,
cable and FM side band. Visit the DTN Web site for company and investor
information at www.dtn.com. This release contains forward looking statements
that are subject to risks and uncertainties, including, but not limited to, the
impact of competitive products and pricing, the volatility of international
markets, product demand and market acceptance, new product development, reliance
on key strategic alliances, availability of raw materials, the regulatory
environment, fluctuations in operating results and other risks detailed from
time to time in the company's filings with the Securities and Exchange
Commission.
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