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 3, 2000
DATA TRANSMISSION NETWORK CORPORATION
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(Exact name of Registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
0-15405 47-0669375
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(Commission File Number) (I.R.S. Employer Identification Number)
9110 West Dodge Road, Suite 200, Omaha, Nebraska 68114
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(Address of principal executive offices) (Zip Code)
(402) 390-2328
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(Registrant's telephone number, including area code)
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Item 5. Other Events
On March 3, 2000, Data Transmission Network Corporation (the "Company")
entered into an agreement and plan of merger (the "Merger Agreement") with VS&A
Communications Partners III, L.P., a Delaware limited partnership, VS&A-DTN,
LLC, a Delaware limited liability company ("Acquiror"), and DTN Acquisition
Corporation, a Delaware corporation ("Acquisition Corp."), whereby Acquiror
agreed to commence a tender offer (the "Offer") to purchase all the outstanding
shares of common stock, par value $0.001 per share, of the Company (the "Common
Stock") at a purchase price of $29.00 per share, net to the sellers in cash. The
Offer is subject to acceptance by holders of at least 90% of the Company's
outstanding Common Stock, the receipt of certain government approvals, and other
customary conditions. If the Offer is not consummated, the Company has agreed to
call a meeting of the stockholders of the Company to approve the merger of the
Company with Acquisition Corp. for cash consideration of $29.00 per share.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) None.
(b) Pro Forma Financial Information.
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None.
(c) Exhibits.
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99.1 Company Press Release dated March 6, 2000 (incorporated
by reference to Schedule TO filed by VS&A-DTN, LLC and
DTN Acquisition Corporation on March 6, 2000)
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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 hereunto duly authorized.
DATA TRANSMISSION NETWORK CORPORATION
Dated: March 10, 2000 By: /s/ Brian L. Larson
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Brian L. Larson
Senior Vice President,
Chief Financial Officer and
Secretary
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INDEX TO EXHIBITS
Exhibit
Number Description
99.1 Company Press Release dated March 6, 2000 (incorporated
by reference to Schedule TO filed by VS&A-DTN, LLC and
DTN Acquisition Corporation on March 6, 2000)
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