FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 10, 1998
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TELEPHONE AND DATA SYSTEMS, INC.
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(Exact name of registrant as specified in its charter)
Iowa 1-8251 36-2669023
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) No.)
30 North LaSalle Street, Chicago, Illinois 60602
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (312) 630-1900
Not Applicable
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
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On February 10, 1998, Telephone and Data Systems, Inc. and American
Paging, Inc. announced 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.
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 announcement as
an exhibit.
Item 7. Financial Statements and Exhibits.
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Exhibits
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The exhibits accompanying this report are listed in the accompanying
Exhibit Index.
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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.
Telephone and Data Systems, Inc.
(Registrant)
Date: February 12, 1998
By: /s/ GREGORY J. WILKINSON
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Gregory J. Wilkinson
Vice President and Controller
(principal accounting officer)
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EXHIBIT INDEX
Exhibit Number Description of Exhibit
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99 News Release dated February 10, 1998
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Exhibit 99
Contact: Murray L. Swanson Karen M. Stewart
Executive Vice President - Finance Vice President-Investor Relations
(312) 630-1900 (608) 828-8316
e-mail: [email protected] e-mail: [email protected]
FOR RELEASE: IMMEDIATE
TDS TO ACQUIRE REMAINING INTEREST IN AMERICAN PAGING, INC.
February 10, 1998, Chicago, Illinois - Telephone and Data Systems, Inc.
[AMEX:TDS] and American Paging, Inc. [AMEX:APP] 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.
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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