<PAGE> 1
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) - July 30, 1998
Sygnet Wireless, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Ohio
----------------------------
(State or Other Jurisdiction of Incorporation)
333-10161 34-1689165
- ----------------------------------- -------------------------------------
Commission File Number IRS Employer Identification No.
6550-B Seville Drive
Canfield, Ohio 44406
(Address of Principal Executive Offices, Including Zip Code)
(330) 565-1000
(Registrant's Telephone Number, Including Area Code)
1
<PAGE> 2
ITEM 5. OTHER EVENTS
------------
On July 29, 1998, Registrant issued a press release announcing the signing of an
agreement to be acquired through a merger with a subsidiary of Dobson
Communications Corporation. A copy of such press release is attached hereto as
Exhibit 1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
---------------------------------
(c) Exhibits
99.1 Press release issued by Registrant on July 29, 1998.
2
<PAGE> 3
SIGNATURE
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.
SYGNET WIRELESS, INC.
Dated: July 30, 1998 By: /s/: CRAIG T. SHEETZ
---------------------------
Craig T. Sheetz
Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description of Exhibit
----------- ----------------------
99.1 Press release issued by Registrant on July 29, 1998.
3
<PAGE> 1
Contact: Hold For Release
July 29, 1998
Craig T. Sheetz, Sygnet
Vice President, Chief Financial Officer
330-565-9504
Bruce Knooihuizen, Dobson
Chief Financial Officer
405-391-8308
Sygnet Wireless Agrees to be Acquired by
Dobson Communications Corporation
Canfield, OH - July 29, 1998 - Sygnet Wireless, Inc., announced today it has
signed an agreement to be acquired through a merger with a subsidiary of Dobson
Communications Corporation.
Under terms of the agreement, Sygnet shareholders will receive $337.5 million or
$34.51 per share on a fully diluted basis. Dobson will assume all of Sygnet's
long term debt which totaled approximately $310 million at June 30th.
The agreement is subject to shareholder and regulatory approvals and is expected
to close in the fourth quarter of 1998. Lehman Brothers represented Sygnet
Wireless in the transaction. Dobson was represented by Morgan Stanley Dean
Witter.
<PAGE> 2
"Dobson Communications is a top quality company which will continue Sygnet's
commitment to growth in the competitive climate of telecommunications," Sygnet
Chairman Warren P. Williamson, III, said. "Our employees and the communities we
serve will benefit from the strength of the merged organizations."
"This agreement maximizes the value for our shareholders and ensures Sygnet
customers will continue to receive outstanding service," Sygnet President and
CEO Bert Pharis said.
Sygnet Wireless, Inc. owns and operates cellular systems under the Cellular One
and Wilcom Cellular trade names, covering a total estimated population of
approximately 2.4 million people in Ohio, Pennsylvania and New York. All of the
company's systems are affiliates of the North American Cellular Network. The
company is privately owned and is headquartered in Canfield, Ohio.
"With this agreement, we are combining two well managed cellular companies into
a much larger and more efficient operation which together will have 5.1 million
pops and had 258,000 subscribers as of March 31," said Dobson Chairman and CEO
Everett R. Dobson. "Additionally, we are pleased to announce Sygnet President
and CEO Bert Pharis will join Dobson Communications as a strategic advisor and
member of the company's board of directors."
<PAGE> 3
Dobson Communications is a closely held telecommunications provider based in
Oklahoma City. The acquisition of Sygnet will expand Dobson's wireless footprint
to 10 states: Oklahoma, Texas, Kansas, Missouri, California, Arizona,
Pennsylvania, Maryland, Ohio and New York.
Dobson markets wireless services under the licensed trade names of Cellular One,
AirTouch Cellular and Dobson Cellular Systems.
In addition, Dobson provides wireline telecommunications service under the names
Logix Communications, American Telco, Dobson Telephone, McLoud Telephone and
Dobson Fiber.
