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): September 29, 1998
OMNIAMERICA, INC.
(Exact name of Registrant as specified in charter)
Delaware 1-13272 85-0421409
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction Identification No.)
of incorporation)
12001 State Highway 14 North 87008
Cedar Crest, New Mexico (Zip code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (505) 281-2197
DAFS01...:\95\66295\0001\1727\FRM0118U.34A
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On September 29, 1998, OmniAmerica, Inc., a Delaware corporation
("Omni" and, together with its subsidiaries, the "Company"), acquired (the
"Acquisition") a total of 70 transmission towers on 61 telecommunications sites
and the exclusive right to manage an additional 7 sites from Arch Communications
Group, Inc., a Delaware corporation, and certain of its subsidiaries
(collectively, "Arch"), for a purchase price of $20,400,314 in cash pursuant to
a second closing (the "Second Closing") under that certain Asset Purchase and
Sale Agreement, dated as of April 10, 1998, by and between the Company and Arch
(as amended, the "Agreement"). On June 26, 1998, the Company acquired a total of
52 towers on 46 sites and the exclusive right to manage an additional 3 sites
for a purchase price of approximately $13,139,000 pursuant to a first closing
under the Agreement. In addition, the Company may purchase approximately 18
additional sites pursuant to a third closing under the Agreement, which closing
is expected to take place, if at all, during the last calendar quarter of 1998.
The aggregate consideration paid at the Second Closing pursuant to
the Agreement was determined as the result of arm's length negotiations between
the parties and was funded with borrowings under a Credit Agreement (the "Credit
Agreement"), dated as of June 30, 1998, among Omni, the lenders party thereto,
Bankers Trust Company, Bank Boston, N.A. and The Chase Manhattan Bank.
Prior to the Acquisition, Arch used the assets purchased by the
Company at the Second Closing in the operation of its paging business and,
subject to any dispositions that may be agreed upon in the future, such assets
will continue to be utilized by the Company for the purpose of leasing space on
such towers to Arch and other tenants.
The foregoing summary is subject to the full text of the Agreement
referenced in Exhibits 2.1 through 2.4 below and the Credit Agreement referenced
in Exhibit 2.5 below.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
Exhibit 2.1 - Asset Purchase and Sale Agreement, dated April 10,
1998, among certain subsidiaries of Arch Communications Group,
Inc. and OmniAmerica, Inc. (1)
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Exhibit 2.2 - Amendment to Asset Purchase and Sale Agreement,
dated June 26, 1998, among certain subsidiaries of Arch
Communications Group, Inc. and OmniAmerica, Inc. (1)
Exhibit 2.3 - Second Amendment to Asset Purchase and Sale
Agreement, dated August 12, 1998, among certain subsidiaries of
Arch Communications Group, Inc. and OmniAmerica, Inc. (1)
Exhibit 2.4 - Third Amendment to Asset Purchase and Sale
Agreement, dated September 29, 1998, among certain subsidiaries
of Arch Communications Group, Inc. and OmniAmerica, Inc. (1)
Exhibit 2.5 - Credit Agreement, dated June 30, 1998, among
OmniAmerica, Inc., the lenders party thereto, Bankers Trust
Company, Bank Boston, N.A. and The Chase Manhattan Bank. (1)
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(1) Incorporated by reference to the Registrant's Annual Report on Form 10-KSB
filed on September 28, 1998.
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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 hereunto duly authorized.
OMNIAMERICA, INC.
(Registrant)
Date: October 14, 1998 By: /s/ F. Howard Mandel
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F. Howard Mandel
Vice President and
General Counsel
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EXHIBIT INDEX
Exhibit
2.1 - Asset Purchase and Sale Agreement dated April 10, 1998,
among certain subsidiaries of Arch Communications Group,
Inc. and OmniAmerica, Inc. (1)
2.2 - Amendment to Asset Purchase and Sale Agreement, dated June
26, 1998, among certain subsidiaries of Arch Communications
Group, Inc. and OmniAmerica, Inc. (1)
2.3 - Second Amendment to Asset Purchase and Sale Agreement, dated
August 12, 1998, among certain subsidiaries of Arch
Communications Group, Inc. and OmniAmerica, Inc. (1)
2.4 - Third Amendment to Asset Purchase and Sale Agreement, dated
September 29, 1998, among certain subsidiaries of Arch
Communications Group, Inc. and OmniAmerica, Inc. (1)
2.5 - Credit Agreement, dated June 30, 1998, among OmniAmerica,
Inc., the lenders party thereto, Bankers Trust Company, Bank
Boston, N.A. and The Chase Manhattan Bank. (1)
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(1) Incorporated by reference to the Registrant's Annual Report on Form 10-KSB
filed on September 28, 1998.
