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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1 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
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$396,776,724 $79,355
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* 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. 1 TO SCHEDULE TO
This Amendment No. 1 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 ("Parent"),
VS&A-DTN, LLC, a Delaware limited liability company and DTN Acquisition
Corporation, a Delaware corporation 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 12. EXHIBITS.
The response to Item 12 is amended to add the following exhibit:
(a)(9) Press Release issued by Parent dated April 17, 2000.
<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 17, 2000
DTN ACQUISITION CORPORATION
By: /S/ Jonathan Drucker
---------------------------------
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. Visconti
-----------------------------
NAME: MARTIN I. VISCONTI
TITLE: MANAGING MEMBER
<PAGE>
EXHIBIT INDEX
EXHIBIT PAGE NO.
(a)(9) Press Release issued by Parent dated April 17, 2000.
<PAGE>
Exhibit (a)(9)
Press Release
New York, NY (April 17, 2000) - VS&A Communications Partners III, L.P.
("VS&A") announced today that it was extending the $29.00 per share cash tender
offer made by its indirect subsidiary DTN Acquisition Corporation for all of the
issued and outstanding shares of Data Transmission Network Corporation ("DTN")
(NASDAQ:DTLN). The tender offer, as extended, will expire at 5:00 p.m., Eastern
Standard Time, on April 21, 2000, unless further extended.
As of the close of business on April 14, 2000, 11,496,298 shares of
DTN's common stock, representing approximately 95% of the outstanding shares had
been validly tendered in connection with the tender offer. The number of shares
tendered satisfies the minimum condition to the offer. However, more time is
needed to allow DTN and VS&A to obtain certain required regulatory approvals.
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 166,000
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 business 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.
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 more than 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 media 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, Professional & Educational Books;
Business-to-Business Communications; Specialty Media & Marketing Services; and
the Internet.
Contacts:
Data Transmission Network Corporation: 402-390-2328
Brian Larson, CFO
Greg Sloma, President & COO
Joe Urzendowski, Vice President/Operations
VS&A Communications Partners:
Allan Ripp, Ripp & Associates, 212-721-7468
Julie Farin, 212-935-4990
