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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): February 11, 1998
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
(Former name or former address, if changed since last report)
<PAGE>
Item 5. Other Events.
On February 11, 1998, American Paging, Inc. [AMEX:APP] and Telephone and Data
Systems, Inc. [AMEX:TDS] announced today that they have entered into a
definitive agreement for TDS to acquire all of the issued and outstanding shares
of common stock of APP not already owned by TDS for $2.50 per share in cash. The
transaction was recommended by a Special Committee of APP's independent
directors and approved by APP's board of directors. Paine Webber Incorporated
acted as financial advisor to the Special Committee of independent directors of
APP.
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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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: February 17, 1998 By: /s/ TERRENCE T. SULLIVAN
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Terrence T. Sullivan
President
(Chief Executive Officer)
Date: February 17, 1998 By: /s/ DENNIS M. BESTE
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Dennis M. Beste
Vice President-Finance & Treasurer
(Chief Financial Officer)
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EXHIBIT INDEX
Exhibit Number Description of Exhibit
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99 News Release dated February 11, 1998
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Exhibit 99
Contacts: Terrence (Terry) T. Sullivan Dennis M. Beste
President and Vice President-Finance and
Chief Executive Officer Chief Financial Officer
e-mail: [email protected] e-mail: [email protected]
612/623-3100
FOR RELEASE: IMMEDIATE
AMERICAN PAGING, INC. TO SELL REMAINING INTEREST TO
TELEPHONE AND DATA SYSTEMS, INC.
February 11, 1998, Minneapolis, Minnesota - American Paging, Inc. [AMEX:APP] and
Telephone and Data Systems, Inc. [AMEX:TDS] announced today that they have
entered into a definitive agreement for TDS to acquire all of the issued and
outstanding shares of common stock of APP not already owned by TDS for $2.50 per
share in cash. The transaction was recommended by a Special Committee of APP's
independent directors and approved by APP's board of directors. Paine Webber
Incorporated acted as financial advisor to the Special Committee of independent
directors of APP.
TDS's offer was made in connection with a definitive agreement announced
December 23, 1997 between TDS and TSR Paging, Inc. ("TSR") to combine the
businesses of APP and TSR. The agreement with TSR requires that TDS acquire the
outstanding shares of common stock of APP not already owned by TDS for cash
prior to the combination of APP and TSR. The parties are currently seeking FCC
approvals in connection with that transaction, which is subject to other
customary closing conditions as well.
TDS currently owns 16.5 million shares of APP common stock, which, on February
9, 1998, represented 81.9% of the issued and outstanding shares. Under the
agreement with APP, a subsidiary of TDS will commence a tender offer on or prior
to February 18, 1998, to acquire the APP shares. The tender offer will be
subject to satisfaction of the closing conditions in the TDS/TSR agreement and
to other customary conditions. Credit Suisse First Boston Corporation acted as
financial advisor to TDS.
All shares not purchased in the tender offer will be converted into the right to
receive $2.50 per share in a second-step merger to be consummated as soon as
practicable after the tender offer.
American Paging, Inc., an 81.9%-owned subsidiary of Telephone and Data Systems,
Inc., is headquartered in Minneapolis and provides high-quality, advanced
wireless messaging communications services to approximately 811,100 subscribers
in 21 states and the District of Columbia, covering a total population base of
76 million.
American Paging's internet home page: http://www.americanpaging.com
