SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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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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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[X] 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.
[ ] 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: [ ]
News Release
OMAHA, Neb.--(BUSINESS WIRE)--March 6, 2000--Data Transmission Network
Corporation (DTN)(NASDAQ: DTLN - news), a leading business-to-business
e-commerce and information services company serving the agriculture, weather,
energy and financial services industries, today announced that it has signed a
definitive agreement to be acquired by VS&A Communications Partners III, L.P.,
the private equity affiliate of New York media merchant
<PAGE>
bank Veronis, Suhler & Associates Inc. Total consideration for the transaction,
inclusive of the purchase of the equity and assumption of outstanding debt, is
approximately $470 million. DTN shareholders will receive $29.00 per share in an
all-cash tender offer to be commenced within 10 business days. The tender offer
is made subject to the tender of at least 90 percent of DTN's outstanding
shares, the receipt of certain government approvals and other customary
conditions. If less than 90 percent of the outstanding shares of DTN are
tendered, DTN has agreed to merge with an affiliate of VS&A Communications
Partners III. Under the terms of that agreement, DTN's shareholders would
receive $29.00 cash per share for their DTN stock. The closing of the merger is
also subject to government and shareholder approvals and other customary
conditions.
DTN has approximately 12.0 million shares outstanding, and has issued options to
purchase approximately 1.7 million additional shares. Holders of over 50.1
percent of the company's outstanding shares have agreed to accept the tender
offer and vote to approve the merger.
DTN's Board of Directors has unanimously recommended that DTN's shareholders
accept the tender offer and also approved the merger. Greif & Co. served as
financial advisor to DTN and has rendered a fairness opinion to DTN's board.
Greg Sloma, President and Chief Operating Officer of DTN, noted, "We are excited
about the prospect of teaming up with VS&A and capitalizing on their vast
experience in the media, communications and information industries. VS&A is an
ideal partner to enable us to achieve our goal of becoming the preeminent
electronic commerce and information source in our four core industry segments."
Jeffrey T. Stevenson, President of VS&A Communications Partners III, said, "We
have long admired DTN's strong market position, financial performance,
professionalism and reputation in the markets it serves. Its recent extensions
into Internet-based distribution and e-commerce served to further our respect
for DTN and its management team. We are pleased to have the opportunity to join
with DTN management to build upon the company's strengths in each of the
attractive information markets it serves. We expect to help DTN leverage its
proprietary digital content; its leading-edge distribution network; and its
large base of loyal customers to strengthen existing products, as well as to
introduce new products and services. We are particularly excited about the
potential that exists in the e-commerce arena." Headquartered in Omaha,
Nebraska, DTN is a leading business-to-business electronic commerce and
information services company with more than 1,000 employees in eight locations
across the U.S., and approximately 167,000 subscribers throughout the U.S. and
Canada.
DTN has served professional users in the agriculture, weather, energy and
financial services industries since it was founded in 1984. For each of these
sectors, DTN provides its customers with targeted (proprietary and third party)
time-sensitive information through a variety of distribution methods including
Internet, satellite, leased lines and other technologies. The Company announced
revenues of $167 million and operating cash flow (EBITDA) of $62 million for the
fiscal year ending December 31, 1999.
Visit the DTN web site for company and investor information at www.dtn.com.
Since 1987, VS&A Communications Partners has managed three private equity funds,
which have acquired 20 portfolio companies in the media, communications and
information industries. Its third fund, VS&A Communications Partners III, L.P.,
capitalized at $1.0 billion, is the largest private equity fund dedicated
exclusively to investments in the media, communications and information
industries. Veronis, Suhler (www.veronissuhler.com) is a leading independent
merchant bank dedicated to the media, communications and information industries.
Since its formation in 1981, the firm has acted as a financial advisor across
the full spectrum of media industry segments including Broadcasting, Cable &
Entertainment; Newspaper Publishing; Consumer Magazines; Business Information
Services; Consumer,
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<PAGE>
Professional & Educational Books; Business-to-Business Communications; Specialty
Media & Marketing Services; and the Internet.
CONTACT:
Data Transmission Network Corporation:
402-390-2328
Brian Larson, CFO
Greg Sloma, President & COO
Joe Urzendowski, Vice President/Operations
or
VS&A Communications Partners:
Allan Ripp, Ripp & Associates, 212-721-7468
Julie Farin, 212-935-4990
THIS ANNOUNCEMENT IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN
OFFER TO SELL SHARES OF DATA TRANSMISSION NETWORK CORPORATION. AT THE TIME
THE OFFER IS COMMENCED, VS&A-DTN, LLC WILL FILE A TENDER OFFER STATEMENT
WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION AND DATA TRANSMISSION
NETWORKS CORPORATION WILL FILE A SOLICITATION/RECOMMENDATION STATEMENT WITH
RESPECT TO THE OFFER. THE TENDER OFFER STATEMENT (INCLUDING AN OFFER TO
PURCHASE, A RELATED LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS) AND
THE SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT
INFORMATION, WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE
WITH RESPECT TO THE OFFER. THE OFFER TO PURCHASE, THE RELATED LETTER OF
TRANSMITTAL AND CERTAIN OTHER OFFER DOCUMENTS, AS WELL AS THE
SOLICITATION/RECOMMENDATION STATEMENT, WILL BE MADE AVAILABLE TO ALL
STOCKHOLDERS OF DATA TRANSMISSION NETWORK CORPORATION AT NO EXPENSE TO
THEM. THE TENDER OFFER STATEMENT (INCLUDING THE OFFER TO PURCHASE, THE
RELATED LETTER OF TRANSMITTAL AND ALL OTHER OFFER DOCUMENTS FILED WITH THE
COMMISSION) AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL ALSO BE
AVAILBEL AT THE COMMISSION'S WEBSITE AT WWW.SEC.GOV.
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