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
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(Exact name of registrant as specified in its charter)
Delaware 47-0669375
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(State of incorporation (IRS Employer Identification
or organization) Number)
9110 West Dodge Road, Suite 200, Omaha, Nebraska 68114
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(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
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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
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(Title of class)
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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 "Common Stock"). The dividend was payable on
September 2, 1997 (the "Record Date") to the stockholders of record on that
date. Each Right entitles 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 (the "Preferred Stock") at a price of
$150.00 per one-thousandth of a share of Preferred Stock (the "Purchase Price"),
subject to adjustment. The description and terms of the Rights are set forth in
a Rights Agreement dated as of August 29, 1997, as amended by the First
Amendment to Rights Agreement dated as of March 4, 1999, and as the same may be
further amended from time to time (the "Rights Agreement"), between the Company
and First National Bank of Omaha, as Rights Agent.
Until the earlier to occur of (i) 10 days following a public announcement
that a person or group of affiliated or associated persons (an "Acquiring
Person") has acquired beneficial ownership of 15% or more of the outstanding
shares of Common Stock or (ii) 10 business days (or such later date as may be
determined by action of a majority of Continuing Directors then in office prior
to such time as any person or group of affiliated persons becomes an Acquiring
Person) following the commencement of, or announcement of an intention to make,
a tender offer or exchange offer the consummation of which would result in the
beneficial ownership by a person or group of 15% or more of the outstanding
shares of Common Stock (the earlier of such dates being called the "Distribution
Date"), the Rights will be evidenced, with respect to any of the Common Stock
certificates outstanding as of the Record Date, by such Common Stock certificate
together with a summary description of the Rights attached thereto. The term
"Acquiring Person" excludes the Company, any subsidiary of the Company, any
employee benefit plan of the Company or any subsidiary of the Company, and Roger
R. Brodersen (the founder of the Company) and certain related persons and
entities.
The Rights Agreement provides that, until the Distribution Date (or earlier
expiration of the Rights), the Rights will be transferred with and only with the
Common Stock. Until the Distribution Date (or earlier expiration of the Rights),
new Common Stock certificates issued after the Record Date upon transfer or new
issuances of Common Stock will contain a notation incorporating the Rights
Agreement by reference. Until the Distribution Date (or earlier expiration of
the Rights), the surrender for transfer of any certificates for shares of Common
Stock outstanding as of the Record Date, even without such notation or a summary
description of the Rights being attached thereto, will also constitute the
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transfer of the Rights associated with the shares of Common Stock represented by
such certificate. As soon as practicable following the Distribution Date,
separate certificates evidencing the Rights ("Right Certificates") will be
mailed to holders of record of the Common Stock as of the close of business on
the Distribution Date and such separate Right Certificates alone will evidence
the Rights.
The Rights are not exercisable until the Distribution Date. The Rights will
expire on August 29, 2007 (the "Final Expiration Date"), unless the Final
Expiration Date is advanced or extended or unless the Rights are earlier
redeemed or exchanged by the Company, in each case as described below.
The Purchase Price payable, and the number of shares of Preferred Stock or
other securities or property issuable, upon exercise of the Rights is subject to
adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Preferred
Stock, (ii) upon the grant to holders of the Preferred Stock of certain rights
or warrants to subscribe for or purchase Preferred Stock at a price, or
securities convertible into Preferred Stock with a conversion price, less than
the then current market price of the Preferred Stock or (iii) upon the
distribution to holders of the Preferred Stock of evidences of indebtedness or
assets (excluding regular periodic cash dividends or dividends payable in
Preferred Stock) or of subscription rights or warrants (other than those
referred to above).
The number of outstanding Rights is subject to adjustment in the event of a
stock dividend on the Common Stock payable in shares of Common Stock or
subdivisions, consolidations or combinations of the Common Stock occurring, in
any such case, prior to the Distribution Date.
Shares of Preferred Stock purchasable upon exercise of the Rights will not
be redeemable. Each share of Preferred Stock will be entitled, when, as and if
declared, to a minimum preferential quarterly dividend payment of $1.00 per
share but will be entitled to an aggregate dividend of 1000 times the dividend
declared per share of Common Stock. In the event of liquidation, dissolution or
winding up of the Company, the holders of the Preferred Stock will be entitled
to a minimum preferential payment of $150.00 per share (plus any accrued but
unpaid dividends) but will be entitled to an aggregate payment of 1000 times the
payment made per share of Common Stock. Each share of Preferred Stock will have
1000 votes, voting together with the Common Stock. Finally, in the event of any
merger, consolidation or other transaction in which outstanding shares of Common
Stock are converted or exchanged, each share of Preferred Stock will be entitled
to receive 1000 times the amount received per share of Common Stock. These
rights are protected by customary antidilution provisions.
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Because of the nature of the Preferred Stock's dividend, liquidation and
voting rights, the value of the one one-thousandth interest in a share of
Preferred Stock purchasable upon exercise of each Right should approximate the
value of one share of Common Stock.
In the event that any person or group of affiliated or associated persons
becomes an Acquiring Person, each holder of a Right, other than Rights
beneficially owned by the Acquiring Person (which will thereupon become void),
will thereafter have the right to receive upon exercise of a Right that number
of shares of Common Stock having a market value of two times the exercise price
of the Right.
In the event that, after a person or group has become an Acquiring Person,
the Company is acquired in a merger or other business combination transaction or
50% or more of its consolidated assets or earning power are sold, proper
provisions will be made so that each holder of a Right (other than Rights
beneficially owned by an Acquiring Person which will have become void) will
thereafter have the right to receive upon the exercise of a Right that number of
shares of common stock of the person with whom the Company has engaged in the
foregoing transaction (or its parent) that at the time of such transaction have
a market value of two times the exercise price of the Right.
At any time after any person or group becomes an Acquiring Person and prior
to the earlier of one of the events described in the previous paragraph or the
acquisition by such Acquiring Person of 50% or more of the outstanding shares of
Common Stock, the Board of Directors of the Company (with the concurrence of a
majority of the Continuing Directors then in office) may exchange the Rights
(other than Rights owned by such Acquiring Person which will have become void),
in whole or in part, for shares of Common Stock or Preferred Stock (or a series
of the Company's preferred stock having equivalent rights, preferences and
privileges), at an exchange ratio of one share of Common Stock, or a fractional
share of Preferred Stock (or other preferred stock) equivalent in value thereto,
per Right.
The Rights Agreement defines "Continuing Director" as any member of the
Company's Board of Directors who is not an Acquiring Person or an affiliate or
associate of an Acquiring Person or a representative of an Acquiring Person or
any such affiliate or associate and either (i) was a member of the Board of
Directors prior to the date of the Rights Agreement or (ii) subsequently becomes
a Board member, if such person's nomination for election or election to the
Board is recommended or approved by a majority of the Continuing Directors.
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With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional shares of Preferred Stock or Common Stock
will be issued (other than fractions of Preferred Stock which are integral
multiples of one one-thousandths of a share of Preferred Stock, which may, at
the election of the Company, be evidenced by depositary receipts), and in lieu
thereof an adjustment in cash will be made based on the current market price of
the Preferred Stock or the Common Stock.
At any time prior to the time an Acquiring Person becomes such, the Board
of Directors of the Company (with the concurrence of a majority of the
Continuing Directors) may redeem the Rights in whole, but not in part, at a
price of $.01 per Right (the "Redemption Price"). The redemption of the Rights
may be made effective at such time, on such basis and with such conditions as
the Board of Directors and the majority of such Continuing Directors may in
their discretion establish. Immediately upon any redemption of the Rights, the
right to exercise the Rights will terminate and the only right of the holders of
Rights will be to receive the Redemption Price.
For so long as the Rights are then redeemable, the Company may by majority
vote of the Board of Directors and majority vote of the Continuing Directors,
except with respect to the redemption price, amend the Rights Agreement in any
manner. After the Rights are no longer redeemable, the Company may, except with
respect to the redemption price, amend the Rights Agreement in any manner that
does not adversely affect the interests of holders of the Rights.
Until a Right is exercised or exchanged, the holder thereof, as such, will
have no rights as a stockholder of the Company, including, without limitation,
the right to vote or to receive dividends.
The original Rights Agreement, which includes as Exhibit B the Form of
Rights Certificate, is attached hereto as Exhibit 1 and the First Amendment to
Rights Agreement is attached hereto as Exhibit 3, both of which are incorporated
herein by reference. The foregoing description of the Rights does not purport to
be complete and is qualified in its entirety by reference to such Exhibits.
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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.
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: March 12, 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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<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 8
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 11
Network Corporation dated March 4, 1999.
* 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.
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FIRST AMENDMENT
TO
RIGHTS AGREEMENT
This FIRST AMENDMENT TO RIGHTS AGREEMENT ("Amendment") is dated as of
March 4, 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 (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. Amendments to Agreement. (a) Effective immediately, Section 1(a) of
the Agreement is amended by deleting it in its entirety and inserting the
following in its place:
"(a) "Acquiring Person" shall mean any Person (as such term is
hereinafter defined) who or which shall be the Beneficial Owner (as
such term is hereinafter defined) of 15% or more of the shares of
Common Stock then outstanding, but shall not include an Exempt Person
(as such term is hereinafter defined); provided, however, that (i) if
the Board of Directors of the Company determines in good faith that a
Person who would otherwise be an "Acquiring Person" became such
inadvertently (including, without limitation, because (A) such Person
was unaware that it beneficially owned a percentage of Common Stock
that would otherwise cause such Person to be an "Acquiring Person" or
(B) such Person was aware of the extent of its Beneficial Ownership of
Common Stock but had no actual knowledge of the consequences of such
Beneficial Ownership under this Agreement) and without any intention of
changing or influencing control of the Company, and if such Person as
promptly as practicable divested or divests itself of Beneficial
Ownership of a sufficient number of shares of Common Stock so that such
Person would no longer be an "Acquiring Person," then such Person shall
not be deemed to be or to have become an "Acquiring Person" for any
purposes of this Agreement; and (ii) no Person shall become an
"Acquiring Person" as the result of an acquisition of shares of Common
Stock by the Company which, by reducing the number of shares
outstanding, increases the proportionate number of shares of Common
Stock beneficially owned by such Person to 15% or more of the shares of
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Common Stock then outstanding, provided, however, that if a Person
shall become the Beneficial Owner of 15% or more of the shares of
Common Stock then outstanding by reason of such share acquisitions by
the Company and shall thereafter become the Beneficial Owner of any
additional shares of Common Stock (other than pursuant to a dividend or
distribution paid or made by the Company on the outstanding Common
Stock in shares of Common Stock or pursuant to a split or subdivision
of the outstanding Common Stock), then such Person shall be deemed to
be an "Acquiring Person" unless upon becoming the Beneficial Owner of
such additional shares of Common Stock such Person does not
beneficially own 15% or more of the shares of Common Stock then
outstanding. For all purposes of this Agreement, any calculation of the
number of shares of Common Stock outstanding at any particular time,
including for purposes of determining the particular percentage of such
outstanding shares of Common Stock of which any Person is the
Beneficial Owner, shall be made in accordance with the last sentence of
Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), as in
effect on the date hereof."
(b) Effective immediately, Section 1(q) of the Agreement is
amended by substituting the figure 15% in place of the figure 11%
contained therein.
(c) Effective immediately, Section 3(a) of the Agreement is
amended by substituting the figure 15% in place of the figure 11%
contained therein.
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.
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
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Greg T. Sloma, President
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FIRST NATIONAL BANK OF OMAHA,
as Rights Agent
By: /s/ John E. Lenihan
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Title: Trust Officer
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PRESS RELEASE
March 4, 1999 Contact: Linda Grunberg
Director of Public Relations
Phone: 402-255-3748
Fax: 402-390-7188
Email: [email protected]
Contact: Brian Larson
Vice President and CFO
Phone: 402-255-3757
Fax: 402-255-8227
DTN Amends Shareholder Rights Plan
OMAHA, NEB - Data Transmission Network Corporation (DTN) (NASDAQ: DTLN)
announced today that its Board of Directors has amended the Companys Shareholder
Rights Plan to allow for the purchase of up to 15 percent of the Companys common
stock before the rights under the plan become exercisable. Prior to this
amendment, the rights generally became exercisable if a person or group acquired
11 percent or more of DTNs common stock or announced a tender offer for 11
percent or more of DTNs common stock. As amended, the Plan allows a person or
group to acquire greater than 15% (but not more than 20%) of DTNs common stock
with a voting trust agreement with the Board of Directors.
This action by DTNs Board of Directors came about as a result of
conversations with an investor interested in acquiring greater than 11 percent
of the Company. The Shareholder Rights Plan was implemented in August of 1997
and is designed to assure that all stockholders receive fair and equal treatment
in the event of any proposed takeover of the Company. It also guards against
partial tender offers, open market accumulations and other abusive tactics to
gain control of the Company which might provide inadequate value to
stockholders.
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Data Transmission Network Corporation (NASDAQ: DTLN) in Omaha,
Nebraska, is an innovative information and communication provider for a variety
of industries including agriculture, financial, energy and weather-related
industries. Additional industries served include automotive, electrical
equipment and freight transportation. DTN is committed to providing
comprehensive, time sensitive and affordably priced information including
weather, news, quotes, market analysis and commentary to more than 159,000
subscribers in the U.S. and Canada via all relevant distribution technologies.
Visit the DTN Web site for company and investor information at www.dtn.com.
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