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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): December 23, 1997
Commission File Number 1-12786
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AMERICAN PAGING, INC.
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(Exact name of registrant as specified in its charter)
Delaware 36-3109408
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1300 Godward Street Northeast, Suite 3100, Minneapolis, Minnesota 55413-1767
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (612) 623-3100
Not Applicable
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(Former name or former address, if changed since last report)
<PAGE>
Item 5. Other Events.
On December 23, 1997, American Paging, Inc. (the "Company") issued a news
release announcing that it has received an offer from its parent company,
Telephone and Data Systems ("TDS"), to acquire all of the issued and outstanding
stock of the Company. The offer by TDS is being made in connection with a
definitive asset contribution agreement which TDS has entered into with TSR
Paging, Inc.
This Current Report on Form 8-K is being filed for the purpose of filing the
news release issued by the Company relating to such information as an exhibit.
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<PAGE>
SIGNATURES
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, thereto duly authorized.
American Paging, Inc.
(Registrant)
Date: December 24, 1997 By: /s/ TERRENCE T. SULLIVAN
Terrence T. Sullivan
President
(Chief Executive Officer)
Date: December 24, 1997 By: /s/ DENNIS M. BESTE
Dennis M. Beste
Vice President-Finance and Treasurer
(Chief Financial Officer)
Date: December 24, 1997 By: /s/ MICHELLE M. HAUPT
Michelle M. Haupt
Controller
(Principal Accounting Officer)
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EXHIBIT INDEX
Exhibit Number Description of Exhibit
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99 News Release dated December 23, 1997
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Exhibit 99
Contacts: Terrence (Terry) T. Sullivan Dennis M. Beste
President and CEO Vice President-Finance and CFO
e-mail: [email protected] e-mail: [email protected]
(612) 623-3100
FOR RELEASE: IMMEDIATE
AMERICAN PAGING ANNOUNCES OFFER FROM TDS
TO ENTER INTO MERGER AGREEMENT
December 23, 1997, Minneapolis, Minnesota - American Paging, Inc. [AMEX:APP],
announced that it has received an offer from its parent company, Telephone and
Data Systems, Inc. [AMEX:TDS], to negotiate and enter into a merger agreement
pursuant to which a wholly owned subsidiary of TDS would acquire all of the
issued and outstanding stock of APP not owned by TDS for cash in an amount equal
to $2.25 per APP share.
The offer by TDS is being made in connection with a definitive asset
contribution agreement which TDS has entered into with TSR Paging, Inc. ("TSR").
In accordance with the terms of such asset contribution agreement, upon
consummation of the proposed merger, TDS and TSR would combine their respective
paging businesses. TDS would contribute substantially all of the assets and
certain, limited liabilities of APP, and TSR would contribute all of its assets
and liabilities, to a limited liability company called TSR Wireless, LLC. The
new company would not assume approximately $170 million of debt owed by APP to
TDS. The asset contribution agreement provides that, subject to adjustment, TDS
would have a 30% interest and TSR would have a 70% interest in the new company.
In addition, concurrently with the execution and delivery of the asset
contribution agreement, TDS and TSR Wireless executed an option agreement
pursuant to which TDS granted TSR Wireless an option to acquire certain
intercompany liabilities owed by APP to TDS under certain circumstances.
TDS currently owns 12.5 million Series A Common Shares and 4.0 million Common
Shares of APP, representing approximately 82% of the issued and outstanding
shares of APP. The Board of Directors of APP is expected to refer the offer to a
special committee of independent directors for review and recommendation.
APP, in business since 1980, is ranked twelfth in the paging industry in terms
of customer units in service. APP has more than 600 employees and operates in 21
states with approximately 800,000 customer units and more than 1,000
transmitters. APP Internet home page: http://americanpaging.com
