<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. ____)*
Data Transmission Network Corporation
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.001 per share
- -------------------------------------------------------------------------------
(Title of Class of Securities)
238017017
---------------------------------------------------------------
(CUSIP Number)
Bruce H. Lauer
Wanger Asset Management, L.P.
227 West Monroe Street, Suite 3000
Chicago, Illinois 60606
(312) 634-9200
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
Copy to:
Janet D. Olsen, Esq.
Bell Boyd & Lloyd
Three First National Plaza
Suite 3300
Chicago, Illinois 60602
(312) 807-4311
March 3, 2000
---------------------------------------------------------------
(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(e), 13d-1(f) or 13d-1(g), check the following
box: [X].
* 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).
(Page 1 of 12 pages)
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CUSIP NO. 238017017
NAME OF REPORTING PERSON
1) I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
Wanger Asset Management, L.P. EIN: 36-3820584
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
2) (a) [_]
Not Applicable (b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3)
- ------------------------------------------------------------------------------
SOURCE OF FUNDS (See Instructions)
4)
Not Applicable
- ------------------------------------------------------------------------------
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5) Not Applicable
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6)
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7)
NUMBER OF
None
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8)
OWNED BY 1,646,300
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9)
REPORTING
None
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10)
1,646,300
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11)
1,646,300
- ------------------------------------------------------------------------------
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12) (See Instructions) [_]
Not Applicable
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13)
13.7%*
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TYPE OF REPORTING PERSON (See Instructions)
14)
IA
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(Page 2 of 12 pages)
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* Based upon 12,019,986 shares outstanding at March 1, 2000.
(Page 3 of 12 pages)
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CUSIP NO. 238017017
NAME OF REPORTING PERSON
1) I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
Wanger Asset Management, Ltd.
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
2) (a) [_]
Not Applicable (b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3)
- ------------------------------------------------------------------------------
SOURCE OF FUNDS (See Instructions)
4)
Not Applicable
- ------------------------------------------------------------------------------
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5) Not Applicable
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6)
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7)
NUMBER OF
None
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8)
OWNED BY 1,646,300
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9)
REPORTING
None
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10)
1,646,300
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11)
1,646,300
- ------------------------------------------------------------------------------
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12) (See Instructions) [_]
Not Applicable
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13)
13.7%*
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TYPE OF REPORTING PERSON (See Instructions)
14)
CO
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(Page 4 of 12 pages)
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* Based upon 12,019,986 shares outstanding at March 1, 2000.
(Page 5 of 12 pages)
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CUSIP NO. 238017017
NAME OF REPORTING PERSON
1) I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
Acorn Investment Trust
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
2) (a) [_]
Not Applicable (b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3)
- ------------------------------------------------------------------------------
SOURCE OF FUNDS (See Instructions)
4)
Not Applicable
- ------------------------------------------------------------------------------
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5) Not Applicable
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6)
Massachusetts
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7)
NUMBER OF
None
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8)
OWNED BY 1,028,100
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9)
REPORTING
None
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10)
1,028,100
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11)
1,028,100
- ------------------------------------------------------------------------------
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12) (See Instructions) [_]
Not Applicable
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13)
8.6%*
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TYPE OF REPORTING PERSON (See Instructions)
14)
IV
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(Page 6 of 12 pages)
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* Based upon 12,019,986 shares outstanding at March 1, 2000.
(Page 7 of 12 pages)
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Item 1. Security and Issuer
-------------------
The class of equity securities to which this Schedule 13D (this
"Schedule 13D") relates is the common stock, par value $0.001 per share (the
"Common Stock") of Data Transmission Network Corporation, a Delaware corporation
(the "Company"), which has its principal executive offices at 9110 West Dodge
Road, Suite 200, Omaha, Nebraska 68114.
Item 2. Identity and Background
-----------------------
This Schedule 13D is filed by (a) Wanger Asset Management, L.P.
("WAM"), a Delaware limited partnership, which is an investment adviser
registered under Section 203 of the Investment Advisors Act of 1940; (b) Wanger
Asset Management Ltd. ("WAM LTD."), a Delaware corporation, which is the general
partner of WAM; and (c) Acorn Investment Trust ("Acorn"), a Massachusetts
business trust, which is an investment company registered under Section 8 of the
Investment Company Act of 1940. WAM, WAM LTD. and Acorn are hereinafter
collectively referred to as the "Reporting Persons."
The business address of each of the Reporting Persons is 227 West
Monroe Street, Suite 3000, Chicago, Illinois 60606.
During the last five years, none of the Reporting Persons has been (i)
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) a party to a civil proceeding of a judicial or
administrative body that resulted in a judgment, decree, or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
Item 3. Source and Amount of Funds or Other Consideration
-------------------------------------------------
VS&A Communications Partners III, L.P., a Delaware limited partnership
("VS&A"), VS&A-DTN, LLC, a Delaware limited liability company, DTN Acquisition
Corporation, a Delaware corporation (the "Purchaser") and the Company entered
into an Agreement and Plan of Merger dated March 3, 2000 (the "Merger
Agreement"), pursuant to which, subject to the terms and conditions therein, the
Purchaser agreed to (i) commence an offer (the "Offer") to purchase all the
outstanding shares of Common Stock at a price of $29.00 per share and (ii) as
soon as practical after the consummation of the Offer, consummate the merger of
Purchaser into the Company (the "Merger").
As an inducement to VS&A to enter into the Merger Agreement with the
Company each of WAM and Acorn (each a "Stockholder" and, collectively, the
"Stockholders") entered into a Voting Agreement with VS&A (collectively, the
"Voting Agreements"). The Voting Agreement into which Acorn entered covers all
of Acorns 1,028,100 shares. The Voting Agreement into which WAM entered covers
239,100 shares of the 1,646,300 shares WAM beneficially owns. An affiliate of
the Stockholders who is not a Reporting Person hereunder, also entered into a
voting agreement with VS&A covering shares as to which WAM shares power over
voting and disposition and which are included in the shares listed in Item 5,
but which are not covered by the Voting Agreement into which WAM entered.
(Page 8 of 12 pages)
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Neither WAM nor Acorn purchased any shares of Common Stock pursuant to
the Voting Agreements and thus no funds were used for such purpose.
Item 4. Purpose of Transaction
----------------------
The Stockholders entered into the Voting Agreements in order to induce
VS&A to enter into the Merger Agreement. Pursuant to the Voting Agreements, each
of the Stockholders has agreed, among other things and subject to certain
exceptions, (i) to tender 1,028,100 shares (in the case of Acorn) and 239,100
shares (in the case of WAM) (in each case, the "Subject Shares") to VS&A in
response to the Offer or to vote the Subject Shares in favor of the Merger and
the Merger Agreement (or if not all of the Subject Shares are purchased in the
Offer, the Stockholder will vote the remaining Subject Shares in favor of the
Merger and the Merger Agreement); (ii) not to tender any of the Subject Shares
in response to a tender offer by any third party (other than VS&A and its
affiliates); (iii) not to transfer or permit the transfer of any of the Subject
Shares to a third party transferee unless as a condition of such transfer the
third party transferee executes an agreement substantially in the form of the
Voting Agreements; and (iv) not to grant any proxy or power of attorney or
similar authorization with respect to any of the Subject Shares or to take any
other action that is inconsistent with or that would limit or interfere with the
Stockholder's obligations under the Voting Agreement.
Other than as described above, the Reporting Persons have no present
plan or proposal which relates to or would result in: (i) the acquisition by any
person of additional securities of the Company, or the disposition of securities
of the Company; (ii) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its subsidiaries;
(iii) a sale or transfer of a material amount of assets of the Company or any of
its subsidiaries; (iv) any change in the present Board of Directors or
management of the Company, including any plans or proposals to change the number
or term of directors or to fill any existing vacancies on the Board; (v) any
material change in the present capitalization or dividend policy of the Company;
(vi) any other material change in the Company's business or corporate structure;
(vii) changes in the Company's charter, by-laws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
Company by any person; (viii) causing a class of securities of the Company to be
delisted from a national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered national securities
association; (ix) a class of equity securities of the Company becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the Act; or (x)
any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
------------------------------------
As of the date of this filing, WAM and WAM LTD. beneficially own
1,646,300 shares of Common Stock totaling 13.7% of the Company's Common Stock,
based upon 12,019,986 shares outstanding at March 1, 2000, as represented by the
Company in the Merger Agreement.
As of the date of this filing, Acorn beneficially owns 1,028,100
shares of Common Stock totaling 8.6% of the Common Stock, based upon 12,019,986
shares outstanding at March 1, 2000, as represented by the Company in the Merger
Agreement.
(Page 9 of 12 pages)
<PAGE>
The shares reported herein have been acquired on behalf of discretionary
clients of WAM, including Acorn. Persons other than WAM and WAM Ltd. are
entitled to receive all dividends from, and proceeds from the sale of, those
shares. Acorn is the only such person known to be entitled to all dividends
from, and all proceeds from the sale of, shares reported herein to the extent of
more than 5% of the class.
Subject to the terms of the Voting Agreements, the following is the number
of shares as to which the WAM and WAM LTD. have:
(i) sole power to vote or to direct the vote:
none
(ii) shared power to vote or to direct the vote:
1,646,300
(iii) sole power to dispose or to direct the disposition of:
None
(iv) shared power to dispose or to direct the disposition of:
1,646,300.
Subject to the terms of the Voting Agreements, the following is the number
of shares as to which Acorn has:
(i) sole power to vote or to direct the vote:
none
(ii) shared power to vote or to direct the vote:
1,028,100
(iii) sole power to dispose or to direct the disposition of:
None
(iv) shared power to dispose or to direct the disposition of:
1,028,100.
The Reporting Persons have previously filed a statement on Schedule 13G, as
subsequently amended. The Reporting Persons have not effected any transactions
with respect to shares of the Company's Common Stock within the past 60 days.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
----------
Voting Agreements (described in Item 4 above).
(Page 10 of 12 pages)
<PAGE>
Except for the above, the Reporting Persons are not a party to any
contract, arrangement, understanding, or relationship (legal or otherwise) with
any person with respect to any securities of the Company, including but not
limited to transfer or voting of any securities of the Company, finder's fees,
joint ventures, loan or option arrangements, puts or calls, guarantees of
profits, division of profits or losses, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits
--------------------------------
Exhibit 1. Joint Filing Agreement
Exhibit 2. Voting Agreement, dated March 3, 2000 between VS&A Communications
Partners III, L.P. and Acorn Investment Trust
Exhibit 3. Voting Agreement, dated March 3, 2000 between VS&A Communications
Partners III, L.P. and Wanger Asset Management, L.P.
(Page 11 of 12 pages)
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of the knowledge and belief of
each of the undersigned, the undersigned each certify that the information set
forth in this statement is true, complete and correct.
Signature Date
- --------- ----
WANGER ASSET MANAGEMENT, LTD., for itself and as March 13, 2000
general partner of WANGER ASSET MANAGEMENT, L.P.
By: /s/ Kenneth A. Kalina
------------------------------
Kenneth A. Kalina
Fund Controller
ACORN INVESTMENT TRUST March 13, 2000
By: /s/ Kenneth A. Kalina
------------------------------
Kenneth A. Kalina
Assistant Treasurer
(Page 12 of 12 pages)
<PAGE>
Exhibit 1
Joint Filing Statement
----------------------
Each of the undersigned hereby agrees that the Schedule 13D, to which this
Agreement is attached as Exhibit 1, and all amendments thereto may be filed on
behalf of each such persons.
Signature Date
- --------- ----
WANGER ASSET MANAGEMENT, LTD., for itself and as March 13, 2000
general partner of WANGER ASSET MANAGEMENT, L.P.
By: /s/ Kenneth A. Kalina
------------------------------
Kenneth A. Kalina
Fund Controller
ACORN INVESTMENT TRUST March 13, 2000
By: /s/ Kenneth A. Kalina
------------------------------
Kenneth A. Kalina
Assistant Treasurer
<PAGE>
VOTING AGREEMENT
THIS VOTING AGREEMENT dated as of March 3, 2000 (this "Agreement"), is
entered into by the undersigned stockholder ("Stockholder") of Data Transmission
Network Corporation, a Delaware corporation ("DTN"), and VS&A Communications
Partners III, L.P., a Delaware limited partnership ("Acquiror").
RECITALS
A. As of the date of this Agreement, Stockholder is the owner of the
number of shares of the common stock, par value $0.001, of DTN ("DTN Common
Stock") as is set forth below Stockholder's name on the signature page of this
Agreement (the "Subject Shares").
B. Acquiror is contemplating the acquisition of DTN by means of a cash
tender offer for up to 100% of the outstanding shares of DTN Common Stock at a
price of $29.00 per share (the "Tender Offer"), followed by a cash merger, if
necessary, to acquire all of the remaining shares of outstanding DTN Common
Stock (the "Merger"), all pursuant to the terms of an Agreement and Plan of
Merger between Acquiror and DTN (the "Merger Agreement").
C. Acquiror is unwilling to initiate the Tender Offer unless holders of
greater than 50.1% of the outstanding DTN Common Stock enter into an agreement
substantially in the form of this Agreement.
NOW, THEREFORE, in consideration of the covenants and agreements of the
parties herein contained, the sufficiency of which is hereby acknowledged, and
as an inducement to Acquiror to initiate the Tender Offer, the parties hereto,
intending to be legally bound, hereby agree as follows:
Section 1. Representations and Warranties. Stockholder represents and
------------------------------
warrants that as of the date hereof he owns the Subject Shares. Stockholder
represents that he has delegated to Wanger Asset Management, L.P., Stockholder's
investment adviser, the power to vote the Subject Shares, subject to
Stockholder's retained power to direct Wanger Asset Management, L.P. as to the
voting of the Subject Shares. Stockholder shall cause Wanger Asset Management,
L.P. to take such action (including, if applicable, voting in the manner
provided in this Agreement) as may be necessary to carry out Stockholder's
obligations under this Agreement.
Section 2. Tender or Voting of Subject Shares. (a) If on or prior to
----------------------------------
March 3, 2000, Acquiror and DTN enter into the Merger Agreement and holders of
greater than 50.1% of the outstanding shares of DTN Common Stock enter into
agreements substantially in the form of this Agreement with Acquiror, then
Stockholder agrees that he will either (i) tender the Subject Shares to Acquiror
in response to the Tender Offer or (ii) vote the Subject Shares in favor of the
Merger and the Merger Agreement (or, if not all of the Subject Shares are
purchased in the Tender Offer, he shall vote the remaining Subject Shares in
favor of the Merger and the Merger Agreement). In addition, Stockholder shall
not tender any of the Subject Shares in response to a tender offer by any third
party.
(b) Stockholder shall not transfer or permit the transfer of any of
the Subject Shares to a third party transferee unless as a condition of such
transfer the third party transferee executes a voting agreement substantially in
the form of this Agreement, and any such voting agreement shall be deemed a
supplement to this Agreement to which all Subject Shares then or thereafter
acquired by the third party transferee shall be subject.
(c) Stockholder shall not grant any proxy or power of attorney or
similar authorization with respect to any of the Subject Shares or take any
other action that is inconsistent with or that would limit or interfere with his
obligations under this Agreement.
(d) Stockholder authorizes the Company and Acquiror to publish and
disclose in the documents relating to the Tender Offer and the Merger (including
all documents filed with the Securities and Exchange Commission) his identity
and the commitments and arrangements under this Agreement.
Section 3. No Ownership Interest. Nothing contained in this Agreement
---------------------
shall be deemed to vest in Acquiror any direct or indirect ownership or
incidence of ownership of or with respect to any of the Subject Shares. All
rights, ownership and economic benefits of and relating to the Subject Shares
shall remain in and belong to Stockholder, and except as may be provided in the
Merger Agreement, Acquiror shall have no authority: (a) to manage, direct,
superintend, restrict, regulate,
<PAGE>
govern or administer any of the policies or operations of DTN or of any of its
subsidiaries; or (b) except as otherwise expressly provided herein, to exercise
any power or authority to direct Stockholder in the voting of any of the Subject
Shares or the performance of his duties or responsibilities as a director,
officer or stockholder of DTN.
Section 4. Amendment and Modification. This Agreement may only be
--------------------------
amended, modified or supplemented by a written instrument signed by Stockholder
and Acquiror.
Section 5. Entire Agreement. Except for the Merger Agreement, this
----------------
Agreement evidences the entire agreement between the parties hereto with respect
to the matters provided for herein and there are no agreements, representations
or warranties with respect to the matters provided for herein other than those
set forth in this Agreement. This Agreement supersedes any agreement between
DTN and Stockholder concerning the acquisition, disposition or control of the
stock of DTN.
Section 6. Severability. The parties agree that if any provision of this
------------
Agreement shall under any circumstances be deemed invalid or inoperative, this
Agreement shall be construed with the invalid or inoperative provisions deleted
and the rights and obligations of the parties shall be construed and enforced
accordingly.
Section 7. Governing Law. This Agreement shall be construed and
-------------
interpreted in accordance with the laws of the State of Delaware without regard
to the conflicts of laws rules.
Section 8. Captions, Counterparts and Construction. The captions in this
---------------------------------------
Agreement are for convenience only and shall not be considered a part of or
affect the construction or interpretation of any provision of this Agreement.
This Agreement may be executed in counterparts, each of which shall constitute
one and the same instrument. Unless the context requires otherwise, all words
used in this Agreement in the singular number shall extend to and include the
plural, all words in the plural number shall extend to and include the singular
and all words in any gender shall extend to and include all genders.
Section 9. Assignment; Parties in Interest. This Agreement shall be
-------------------------------
binding upon and inure solely to the benefit of the parties hereto and their
respective successors and assigns, but shall not be assigned by the parties
hereto, by operation of law or otherwise, without the prior written consent of
the other party. Except as otherwise expressly provided herein, nothing in this
Agreement, expressed or implied, is intended to confer upon any other person any
rights or remedies of any nature whatsoever under or by reason of this
Agreement.
Section 10. Termination. This Agreement shall terminate at the earlier
-----------
of: (a) the termination of the Merger Agreement; or (b) March 3, 2000, but only
if by such date either the Merger Agreement has not been executed by Acquiror
and DTN or holders of greater than 50.1% of the outstanding DTN Common Stock
have not entered into agreements substantially in the form of this Agreement
with Acquiror.
Section 11. Limitation of Personal Liability. A copy of the Declaration of
--------------------------------
Trust of Stockholder is on file with the Secretary of The Commonwealth of
Massachusetts, and notice is hereby given that this instrument is executed on
behalf of the Trustees of Stockholder as Trustees and not individually and that
the obligations of this instrument are not binding upon any of the Trustees,
officers or shareholders of Stockholder individually but are binding only upon
the assets and property of the series of Stockholder which is the owner of the
Subject Shares.
IN WITNESS WHEREOF, the parties hereto have executed or caused this
Agreement to be duly executed as of the day and year first above written.
2
<PAGE>
ACQUIROR: STOCKHOLDER:
ACORN INVESTMENT TRUST
_________________________________
By: /s/ Kenneth A. Kalina
-----------------------------------
Signature
By:______________________________ Kenneth A. Kalina, Assistant Treasurer
Name: ________________________ --------------------------------------
Printed Name
Title ________________________
819,000 - Acorn Fund series
--------------------------------------
209,100 - Acorn USA series
--------------------------------------
Number of Subject Shares
3
<PAGE>
VOTING AGREEMENT
THIS VOTING AGREEMENT dated as of March 3, 2000 (this "Agreement"), is
entered into by the undersigned stockholder ("Stockholder") of Data Transmission
Network Corporation, a Delaware corporation ("DTN"), and VS&A Communications
Partners III, L.P., a Delaware limited partnership ("Acquiror").
RECITALS
A. As of the date of this Agreement, Stockholder is the investment adviser
to accounts for the benefit of the owners of the number of shares of the common
stock, par value $0.001, of DTN ("DTN Common Stock") as are set forth below
Stockholder's name on the signature page of this Agreement (the "Subject
Shares").
B. Acquiror is contemplating the acquisition of DTN by means of a cash
tender offer for up to 100% of the outstanding shares of DTN Common Stock at a
price of $29.00 per share (the "Tender Offer"), followed by a cash merger, if
necessary, to acquire all of the remaining shares of outstanding DTN Common
Stock (the "Merger"), all pursuant to the terms of an Agreement and Plan of
Merger between Acquiror and DTN (the "Merger Agreement").
C. Acquiror is unwilling to initiate the Tender Offer unless holders of
greater than 50.1% of the outstanding DTN Common Stock enter into an agreement
substantially in the form of this Agreement.
NOW, THEREFORE, in consideration of the covenants and agreements of the
parties herein contained, the sufficiency of which is hereby acknowledged, and
as an inducement to Acquiror to initiate the Tender Offer, the parties hereto,
intending to be legally bound, hereby agree as follows:
Section 1. Representations and Warranties. Stockholder represents and
------------------------------
warrants that as of the date hereof he has the sole power to vote and dispose of
the Subject Shares on behalf of the owner thereof and has the authority to enter
into this Agreement.
Section 2. Tender or Voting of Subject Shares. (a) If on or prior to
----------------------------------
March 3, 2000, Acquiror and DTN enter into the Merger Agreement and holders of
greater than 50.1% of the outstanding shares of DTN Common Stock enter into
agreements substantially in the form of this Agreement with Acquiror, then
Stockholder agrees that he will either (i) tender the Subject Shares to Acquiror
in response to the Tender Offer or (ii) vote the Subject Shares in favor of the
Merger and the Merger Agreement (or, if not all of the Subject Shares are
purchased in the Tender Offer, he shall vote the remaining Subject Shares in
favor of the Merger and the Merger Agreement). In addition, Stockholder shall
not tender any of the Subject Shares in response to a tender offer by any third
party.
(b) Stockholder shall not transfer or permit the transfer of any of
the Subject Shares to a third party transferee unless as a condition of such
transfer the third party transferee executes a voting agreement substantially in
the form of this Agreement, and any such voting agreement shall be deemed a
supplement to this Agreement to which all Subject Shares then or thereafter
acquired by the third party transferee shall be subject.
(c) Stockholder shall not grant any proxy or power of attorney or
similar authorization with respect to any of the Subject Shares or take any
other action that is inconsistent with or that would limit or interfere with his
obligations under this Agreement.
(d) Stockholder authorizes the Company and Acquiror to publish and
disclose in the documents relating to the Tender Offer and the Merger (including
all documents filed with the Securities and Exchange Commission) his identity
and the commitments and arrangements under this Agreement.
Section 3. No Ownership Interest. Nothing contained in this Agreement
---------------------
shall be deemed to vest in Acquiror any direct or indirect ownership or
incidence of ownership of or with respect to any of the Subject Shares. All
rights, ownership and economic benefits of and relating to the Subject Shares
shall remain in and belong to Stockholder, and except as may be provided in the
Merger Agreement, Acquiror shall have no authority: (a) to manage, direct,
superintend, restrict, regulate, govern or administer any of the policies or
operations of DTN or of any of its subsidiaries; or (b) except as otherwise
expressly provided herein, to exercise any power or authority to direct
Stockholder in the voting of any of the Subject Shares or the performance of his
duties or responsibilities as a director, officer or stockholder of DTN.
<PAGE>
Section 4. Amendment and Modification. This Agreement may only be
--------------------------
amended, modified or supplemented by a written instrument signed by Stockholder
and Acquiror.
Section 5. Entire Agreement. Except for the Merger Agreement, this
----------------
Agreement evidences the entire agreement between the parties hereto with respect
to the matters provided for herein and there are no agreements, representations
or warranties with respect to the matters provided for herein other than those
set forth in this Agreement. This Agreement supersedes any agreement between
DTN and Stockholder concerning the acquisition, disposition or control of the
stock of DTN.
Section 6. Severability. The parties agree that if any provision of this
------------
Agreement shall under any circumstances be deemed invalid or inoperative, this
Agreement shall be construed with the invalid or inoperative provisions deleted
and the rights and obligations of the parties shall be construed and enforced
accordingly.
Section 7. Governing Law. This Agreement shall be construed and
-------------
interpreted in accordance with the laws of the State of Delaware without regard
to the conflicts of laws rules.
Section 8. Captions, Counterparts and Construction. The captions in this
---------------------------------------
Agreement are for convenience only and shall not be considered a part of or
affect the construction or interpretation of any provision of this Agreement.
This Agreement may be executed in counterparts, each of which shall constitute
one and the same instrument. Unless the context requires otherwise, all words
used in this Agreement in the singular number shall extend to and include the
plural, all words in the plural number shall extend to and include the singular
and all words in any gender shall extend to and include all genders.
Section 9. Assignment; Parties in Interest. This Agreement shall be
-------------------------------
binding upon and inure solely to the benefit of the parties hereto and their
respective successors and assigns, but shall not be assigned by the parties
hereto, by operation of law or otherwise, without the prior written consent of
the other party. Except as otherwise expressly provided herein, nothing in this
Agreement, expressed or implied, is intended to confer upon any other person any
rights or remedies of any nature whatsoever under or by reason of this
Agreement.
Section 10. Termination. This Agreement shall terminate at the earlier
-----------
of: (a) the termination of the Merger Agreement; or (b) March 3, 2000, but only
if by such date either the Merger Agreement has not been executed by Acquiror
and DTN or holders of greater than 50.1% of the outstanding DTN Common Stock
have not entered into agreements substantially in the form of this Agreement
with Acquiror.
IN WITNESS WHEREOF, the parties hereto have executed or caused this
Agreement to be duly executed as of the day and year first above written.
ACQUIROR: STOCKHOLDER:
WANGER ASSET MANAGEMENT, L.P.
______________________________
By: /s/ Kenneth A. Kalina
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Signature
By:___________________________
Name: _____________________ Kenneth A. Kalina, Fund Controller
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Title _____________________ Printed Name
186,100 - Oregon State Treasury
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33,000 - Wanger U.S. Smaller Companies Fund
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20,000 - New America Small Caps
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Number of Subject Shares
2
