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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________
SCHEDULE 13E-3
(AMENDMENT NO. 3)
(FINAL AMENDMENT)
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(e) OF THE
SECURITIES EXCHANGE ACT OF 1934
AND RULE 13e-3 (Section 240.13e-3) THEREUNDER)
_______________
American Paging, Inc.
(Name of the Issuer)
AMERICAN PAGING, INC.
API MERGER CORP.
TELEPHONE AND DATA SYSTEMS, INC.
(Name of Person(s) Filing Statement)
COMMON SHARES, PAR VALUE $1.00 PER SHARE
(Title of Class of Securities)
02882K10
(CUSIP NUMBER OF CLASS OF SECURITIES)
__________________
LeRoy T. Carlson, Jr. (312) 630-1900
President and Chief Executive Officer
Telephone and Data Systems, Inc.
30 N. LaSalle Street, Suite 4000, Chicago, Illinois 60602
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Person(s) Filing Statement)
__________________
WITH COPY TO:
James G. Archer (212) 906-2000
Sidley & Austin
875 Third Avenue, New York, New York 10022
______________
This statement is filed in connection with (check the appropriate box):
a. / / The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities
Exchange Act of 1934.
b. / / The filing of a registration statement under the Securities Act of
1933.
c. /x / A tender offer.
d. / / None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: / /
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This Amendment No. 3 (this "Amendment") to the Rule 13e-3 Transaction
Statement on Schedule 13E-3, as amended (the "Schedule 13E-3"), is being filed
by (i) API Merger Corp., a Delaware corporation ("Purchaser")(*) and
a direct wholly-owned subsidiary of Telephone and Data Systems, Inc., a
corporation organized under the laws of Iowa ("TDS"), (ii) TDS and (iii)
American Paging, Inc., a Delaware corporation (the "Company"), pursuant to
Section 13(e) of the Securities Exchange Act of 1934, as amended, and Rule 13e-3
thereunder in connection with the tender offer by Purchaser for all the
outstanding common shares, par value $1.00 per share (the "Common Shares"), of
the Company not already beneficially owned by Purchaser or any of its
affiliates, upon the terms and subject to the conditions set forth in the Offer
to Purchase dated February 18, 1998 (the "Offer to Purchase") and the related
Letter of Transmittal (which together with the Offer to Purchase constitute the
"Offer"). This Amendment constitutes the final amendment to Schedule 13E-3.
All capitalized terms used in this Amendment without definition have the
meanings attributed to them in the Schedule 13E-3.
The transaction to which this Statement relates was completed on March 20,
1998 when the Merger was completed.
The items of Schedule 13E-3 set forth below are hereby amended and
supplemented as follows:
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.
Item 10(a) is hereby supplemented and amended to incorporate by reference
the information set forth in the Press Release issued by TDS on March 20, 1998,
attached hereto as Exhibit (d)(11).
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
Item 17 is hereby supplemented and amended by adding the following exhibit:
(d)(11) Press Release issued by TDS on March 20, 1998.
___________________
* On March 20, 1998, API Merger Corp. merged with and into American Paging,
Inc. and, as a result of such merger, ceased to exist as a separate
entity.
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SIGNATURES
After due inquiry and to the best of its knowledge and belief, each of the
undersigned certifies that the information set forth in this Amendment is true,
complete and correct.
Dated: March 20, 1998 API MERGER CORP. *
By: /s/ LEROY T. CARLSON, JR.
-------------------------
Name: LeRoy T. Carlson, Jr.
Title: President
TELEPHONE AND DATA SYSTEMS, INC.
By: /s/ LEROY T. CARLSON, JR.
-------------------------
Name: LeRoy T. Carlson, Jr.
Title: President
Signature Page to Amendment No. 3 to Schedule 13E-3
___________________
* On March 20, 1998, API Merger Corp. merged with and into American Paging,
Inc. and, as a result of such merger, ceased to exist as a separate entity.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Amendment is true, complete and correct.
Dated: March 20, 1998 AMERICAN PAGING, INC.
By: /s/ TERRENCE T. SULLIVAN
------------------------
Name: Terrence T. Sullivan
Title: President
Signature Page for Amendment No. 3 to Schedule 13E-3
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EXHIBIT INDEX
EXHIBIT NO. EXHIBIT DESCRIPTION
(d)(11) Press Release issued by TDS on March 20, 1998.
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[LETTERHEAD AND LOGO OF TDS]
Contact: Murray L. Swanson
Executive Vice President - Finance
(312) 630-1900
e-mail: [email protected]
FOR RELEASE: IMMEDIATE
TDS COMPLETES ACQUISITION OF AMERICAN PAGING, INC.
MARCH 20, 1998, CHICAGO, ILLINOIS - Telephone and Data Systems, Inc. [AMEX: TDS]
today announced that the merger of its wholly-owned subsidiary, API Merger
Corp., with American Paging, Inc. [AMEX: APP] became effective today, completing
TDS's acquisition of APP. Under the terms of the merger, all remaining APP
shareholders will receive $2.50 in cash per share upon surrender of the
certificates for their shares to Harris Trust and Savings Bank, as Depositary
Agent appointed for that purpose. A Notice of Merger and Letter of Transmittal
for surrendering shares will be mailed to all remaining holders of record of APP
common shares promptly.
TDS is a Chicago-based telecommunications company with established cellular
telephone, local telephone and radio paging operations and developing PCS
operations. TDS strives to build value for its shareholders by providing
excellent communications services in attractive, closely related segments of the
telecommunications industry.
TDS Internet Home Page: http://www.teldta.com.
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