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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)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
DATA TRANSMISSION NETWORK CORPORATION
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(Name of Issuer)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
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(Title of Class of Securities)
238017017
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(CUSIP Number)
ROGER R. BRODERSEN
13305 BIRCH DRIVE, SUITE 200
OMAHA, NEBRASKA 68164
(402) 898-4050
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
Copy to:
Craig Fry, Esq.
Abrahams, Kaslow & Cassman
8712 West Dodge Road
Omaha, Nebraska 68114
(402) 392-1250
MARCH 3, 2000
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(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/.
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule
13d-7(b) for other parties to whom copies are to be sent.
*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 6 pages)
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CUSIP NO. 238017017 13D
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1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Roger R. Brodersen S.S.N.: ###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
Not Applicable (b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
Not Applicable
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
Not Applicable
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7 SOLE VOTING POWER
NUMBER OF
627,589
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
76,149
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
627,589
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
76,149
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
703,738
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
Not Applicable
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.85%*
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14 TYPE OF REPORTING PERSON (See Instructions)
IN
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* Based upon 12,019,986 shares outstanding at March 1, 2000.
(Page 2 of 6 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 Roger R. Brodersen, an individual. The
Reporting Person's business address is 13305 Birch Drive, Suite 200, Omaha,
Nebraska 68164.
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, the Reporting Person entered into a Voting Agreement with VS&A (the
"Voting Agreement").
The Reporting Person did not purchase any shares of Common Stock
pursuant to the Voting Agreement and thus no funds were used for such purpose.
Item 4. Purpose of Transaction
----------------------
The Reporting Person entered into the Voting Agreement in order to
induce VS&A to enter into the Merger Agreement. Pursuant to the Voting
Agreement, the Reporting Person has agreed, among other things and subject to
certain exceptions, (i) to tender his shares (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 Reporting Person 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
Reporting Person's obligations under the Voting Agreement.
Other than as described above and as contemplated by the Voting
Agreement, the Reporting Person has 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
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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, the Reporting Person beneficially owns
703,738 shares of the Company's Common Stock totaling 5.85% 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.
Subject to the terms of the Voting Agreement, the following is the
number of shares as to which the Reporting Person has:
(i) sole power to vote or to direct the vote:
627,589
(ii) shared power to vote or to direct the vote:
76,149
(iii) sole power to dispose or to direct the disposition of:
627,589
(iv) shared power to dispose or to direct the disposition of:
76,149.
The Reporting Person has previously filed a statement on Schedule 13G,
as subsequently amended. The Reporting Person has not effected any transactions
with respect to shares of the Company's Common Stock within the past 60 days
other than those that may have been reported on a statement on Schedule 13G/A
filed by the Reporting Person.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
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Voting Agreement (described in Item 4 above).
Except for the above and as disclosed on the Reporting Person's
Schedule 13G, as amended, the Reporting Person is not a party to any contract,
arrangement, understanding, or
(page 4 of 6 pages)
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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. Voting Agreement dated February 17, 2000, between VS&A
Communications Partners III, L.P. and Roger R. Brodersen
(page 5 of 6 pages)
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Signature Date
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/s/ Roger R. Brodersen
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Roger R. Brodersen March 13, 2000
(page 6 of 6 pages)
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EXHIBIT 1
VOTING AGREEMENT
THIS VOTING AGREEMENT dated as of February 17, 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 and that he has
the sole voting power with respect to the Subject Shares.
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
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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.
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 agreements among DTN
and its stockholders 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:
/s/Roger Brodersen
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Signature
Roger Brodersen
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By: Printed Name
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Name:
---------------------- 703,738
Title --------------------------
---------------------- Number of Subject Shares
2
