SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Amendment No. 2 to
SCHEDULE TO
(Rule 14D-100)
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(d)(1) OR 13(e)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934
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DATA TRANSMISSION
NETWORK COPORATION
(Name of Subject Company (Issuer))
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VS&A COMMUNICATIONS PARTNERS III, L.P.
DTN ACQUISITION CORPORATION
VS&A-DTN, LLC
(Names of Filing persons (Offerors))
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Common Stock, $0.001 par value
(Title of Class of Securities)
238017017
(CUSIP Number of Common Stock)
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Jonathan D. Drucker
VS&A-DTN, LLC
350 Park Avenue
New York, New York 10022
(212) 935-4990
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Filing Persons)
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Copy to:
Bertram A. Abrams
Proskauer Rose LLP
1585 Broadway
New York, New York 10036
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CALCULATION OF FILING FEE
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Transaction Valuation* Amount of Filing Fee
$396,776,724 $79,355
* Estimated for purposes of calculating the amount of the filing fee
only. The amount assumes the purchase of 13,681,956 shares of common stock,
$0.001 par value (the "Shares"), of Data Transmission Network Corporation,
at a price per Share of $29.00 in Cash. Such aggregate number of Shares
represents all the Shares outstanding on a fully-diluted basis as of March
1, 2000. The amount of the filing fee, calculated in accordance with
Regulation 240.0-11 of the Securities Exchange Act of 1934, as amended,
equals 1/50th of one percent of the value of the transaction.
[X] Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $79,355 Filing Party: VS&A Communications
Partners III, L.P.
DTN Acquisition
Corporation
VS&A-DTN, LLC
Form or Registration No.: Schedule TO Date Filed: March 17, 2000
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[X] amendment to schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
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<PAGE>
AMENDMENT NO. 2 TO SCHEDULE TO
This Amendment No. 2 amends and supplements the Schedule TO filed with
the Securities and Exchange Commission on March 17, 2000 (the "Schedule TO") by
VS&A Communications Partners III, L.P., a Delaware corporation (the "Parent"),
VS&A-DTN, LLC, a Delaware limited liability company ("VS&A-DTN") and DTN
Acquisition Corporation, a Delaware corporation (the "Purchaser") and an
indirect subsidiary of Parent. The Schedule TO relates to the offer to purchase
all of the outstanding shares of common stock par value $.001 per share (the
"Common Stock"), of Data Transmission Network Corporation, a Delaware
corporation (the "Shares"), at a purchase price of $29.00 per Share, net to the
seller in cash, without interest, upon the terms and subject to the conditions
set forth in the Offer to Purchase dated March 17, 2000 and in the related
Letter of Transmittal, copies of which were filed as Exhibits (a)(1) and (a)(2),
respectively, to the Schedule TO.
Item 11. Additional Information.
The second to last sentence of the second paragraph of the "Other
Financial Information" subsection of Section 7 of Exhibit (a)(1) to Schedule TO
(the "Offer to Purchase") is amended and restated in its entirety as follows:
"None of the Parent, the Purchaser, VS&A-DTN or their respective
financial advisors or the Company's financial advisors assumes any
responsibility for the validity, reasonableness, accuracy or
completeness of the projections. None of the Parent, the Purchaser,
VS&A-DTN, the Company or their respective financial advisors intends to
update or otherwise revise the projections to reflect circumstances
existing after the date when made or to reflect the occurrence of
future events and the Company has made no representation to the Parent,
VS&A-DTN or the Purchaser regarding the forecasts described above."
The remainder of Section 7 of the Offer to Purchase shall remain
unchanged.
The first paragraph of Section 15 of the Offer to Purchase is amended
and restated in its entirety as follows:
"Notwithstanding any other provision of the Offer or the Merger
Agreement, the Purchaser shall not be required to accept for payment
or, subject to the applicable rules and regulations of the Commission,
including Rule 14e-1(c) of the Exchange Act, pay for and may delay the
acceptance for payment of any tendered Shares and the Purchaser may
terminate or amend the Offer, if (i) any applicable waiting period
under the HSR Act has not expired or terminated, (ii) at the Expiration
Date, the Minimum Condition has not been satisfied or (iii) prior to
the Expiration Date any of the following conditions has occurred and
continues to occur:"
The second paragraph of Section 15 of the Offer to Purchase is amended
and restated in its entirety as follows:
"The foregoing conditions are for the sole benefit of VS&A-DTN and the
Purchaser and may be waived by VS&A-DTN or the Purchaser, in whole or
in part, at any time prior to Expiration Date in the sole discretion of
VS&A-DTN or the Purchaser. The failure by VS&A-DTN or the Purchaser to
exercise the foregoing rights shall not be deemed a waiver of any such
right and may be asserted at any time prior to the Expiration Date."
The remainder of Section 15 of the Offer to Purchase shall remain
unchanged.
<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: April 20, 2000
DTN ACQUISITION CORPORATION
By:/s/ Jonathan D. Drucker
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Name: Jonathan D. Drucker
Title: Secretary
VS&A-DTN, LLC
By: VS&A COMMUNICATIONS PARTNERS III,
L.P.
By: VS&A EQUITIES III, L.L.C.
By: /s/ Martin I. Visconti
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Name: Martin I. Visconti
Title: Managing Member
VS&A COMMUNICATIONS PARTNERS
III, L.P.
By: VS&A EQUITIES III, L.L.C.
By: /s/ Martin I. Visonti
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Name: Martin I. Visconti
Title: Managing Member
