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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
(AMENDMENT NO. 2)
(FINAL AMENDMENT)
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
___________________
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)
AMERICAN PAGING, INC.
(NAME OF SUBJECT COMPANY [ISSUER])
API MERGER CORP.
AND
TELEPHONE AND DATA SYSTEMS, INC.
(BIDDER)
COMMON SHARES ($1.00 PAR VALUE)
(TITLE OF CLASS OF SECURITIES)
02882K10
(CUSIP NUMBER OF CLASS OF SECURITIES)
LEROY T. CARLSON, JR.
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 BIDDER)
___________________________
COPY TO:
JAMES G. ARCHER, ESQ.
SIDLEY & AUSTIN
875 THIRD AVENUE
NEW YORK, NEW YORK 10022
(212) 906-2000
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This Amendment No. 2 to the Tender Offer Statement on Schedule 14D-1, as
amended ("Schedule 14D-1"), and Amendment No. 4 to the Statement on Schedule 13D
(collectively, the "Amendment"), relates to the offer by API Merger Corp., a
Delaware corporation ("Purchaser"), and a direct wholly owned subsidiary of
Telephone and Data Systems, Inc., a company organized under the laws of Iowa
("TDS"), to purchase all outstanding Common Shares, par value $1.00 per share
(the "Common Shares") of American Paging Inc., a Delaware corporation (the
"Company"), at a price of $2.50 per Common Share, net to the seller in cash,
without interest thereon, upon the terms and subject to the conditions set forth
in Purchaser's Offer to Purchase dated February 18, 1998 (the "Offer of
Purchase") and in the related Letter of Transmittal (which together with the
Offer to Purchase constitute the "Offer"). This Amendment No. 2 constitutes the
final amendment to Schedule 14D-1.
All capitalized terms used in this Amendment without definition have the
meanings attributed to them in the Schedule 14D-1.
The items of the Schedule 14D-1 set forth below are hereby amended and
supplemented as follows:
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
The Offer expired at 12:00 midnight, New York City time, on Tuesday,
March 17, 1998. Based on a preliminary count, approximately 2,294,067 Common
Shares were tendered pursuant to the Offer, of this 1,100 were tendered
pursuant to notices of guaranteed delivery. On Wednesday, March 18, 1998,
effective as of 12:01 a.m., all Common Shares validly tendered and not
withdrawn prior to the expiration of the Offer were accepted for payment.
The Common Shares tendered, together with the 16,500,000 Common Shares
already owned by Purchaser (which includes 12,500,000 Common Shares which
Purchaser is receiving in connection with the conversion of all of the Series
A Common Shares of the Company previously held by Purchaser), represent
approximately 93.3% of the outstanding Common Shares of the Company. As a
result of the foregoing, Purchaser has a sufficient number of Common Shares
to enable it to effect the Merger without a vote or meeting of the Company's
shareholders. After the Merger, TDS will indirectly own 100% of the Company.
Purchaser intends to effect the Merger as soon as practicable. A press
release issued by TDS on March 18, 1998 announcing the expiration of the
Offer and the acceptance of validly tendered Common Shares is attached hereto
as Exhibit (a)(11) and is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby supplemented and amended by adding the following
exhibit:
(a)(11) Press Release issued by TDS on March 18, 1998.
(c)(21) Joint Filing Agreement and Power of Attorney, dated February 10,
1997, with respect to The Voting Trust.
2
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SIGNATURES
Dated: March 18, 1998
After due inquiry and to the best of our knowledge and belief, we certify
that the information set forth in this Amendment is true, complete and correct.
API MERGER CORP. THE VOTING TRUST*
By: /s/ Leroy T. Carlson, Jr. By: /S/ LEROY T. CARLSON, JR.
----------------------------- --------------------------------------
Name: LeRoy T. Carlson, Jr. Name: LeRoy T. Carlson, Jr.
Title: President Title: As Trustee and Attorney-in-Fact
for other Trustees**
* Signature only for Amendment No. 4 to
the Schedule 13D relating to the direct
TELEPHONE AND DATA SYSTEMS, INC. and indirect beneficial ownership of the
Common Shares of American Paging, Inc.
by API Merger Corp., Telephone and Data
By: /s/ Leroy T. Carlson, Jr. Systems, Inc. and The Voting Trust,
---------------------------- respectively.
Name: LeRoy T. Carlson, Jr.
Title: President and Chief
Executive Officer **Pursuant to Joint Filing Agreement and
Power of Attorney filed herewith.
Signature Page to Amendment No. 2 to Schedule 14D-1 relating to the Offer
by API Merger Corp. to purchase all outstanding Common Shares of
American Paging, Inc. and Amendment No. 4 to Schedule 13D
relating to the direct and indirect beneficial ownership of the Common
Shares of American Paging, Inc. by API Merger Corp., Telephone and
Data Systems, Inc., and The Voting Trust, respectively.
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EXHIBIT INDEX
EXHIBIT NO. EXHIBIT DESCRIPTION
(a)(11) Press Release issued by TDS on March 18, 1998.
(c)(21) Joint Filing Agreement and Power of Attorney, dated
February 10, 1997, with respect to The Voting Trust.
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[TDS LETTERHEAD AND LOGO]
Contact: Murray L. Swanson
Executive Vice President - Finance
(312) 630-1900
e-mail: [email protected] e-mail: @teldta.com
FOR RELEASE: IMMEDIATE
TDS COMPLETES TENDER OFFER FOR AMERICAN PAGING, INC.
MARCH 18, 1998, CHICAGO, ILLINOIS - Telephone and Data Systems, Inc. [AMEX: TDS]
today announced that its tender offer, through its wholly-owned subsidiary, API
Merger Corp., for all of the outstanding Common Shares of American Paging, Inc.
[AMEX: APP] at $2.50 per share net expired at midnight EST on Tuesday,
March 17, 1998, and that it will accept for payment and promptly pay for all
Common Shares of APP tendered pursuant to the Offer.
Approximately 2,294,067 Common Shares were tendered and accepted or tender has
been guaranteed in the Offer. The shares tendered, together with the 16,500,000
Common Shares already owned by TDS (which includes 12,500,000 Common Shares
which TDS is receiving in connection with the conversion of all of the Series A
Common Shares of the Company previously held by TDS), represent approximately
93.3% of the outstanding Common Shares of APP. The tendered shares will be
purchased by API Merger Corp. which will, as soon as practicable after such
purchase, merge into APP. In that second-step merger, each APP Common Share
not purchased in the tender offer, other than those held by TDS or its
subsidiaries, will be converted into the right to receive $2.50 per Common Share
in cash. After completion of the merger, pursuant to a previously reported
definitive Asset Contribution Agreement, APP and TSR Paging, Inc. expect to
combine their respective paging businesses.
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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JOINT FILING AGREEMENT AND POWER OF ATTORNEY
By signing below, the parties hereto hereby agree and consent, pursuant to
Rule 13d-1(f)(1), to the joint filing of Schedules 13G and/or Schedules 13D
(including any amendments thereto) on behalf of such parties in their capacities
as trustees of the Voting Trust Agreement dated June 30, 1989, as amended. Each
of the undersigned persons further hereby constitutes and appoints each of LeRoy
T. Carlson, Jr. and Walter C.D. Carlson, acting singly, as their true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for the undersigned and in the name, place and stead of the
undersigned, in their capacities as trustees of such voting trust, to execute
for and on behalf of the undersigned, all Schedules 13G and/or Schedules 13D and
all amendments thereto as required by the Securities Exchange Act of 1934, as
amended, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, the issuer
and relevant stock exchanges. The powers hereby conferred upon the said
attorneys-in-fact and agents shall continue in force until notice of the
revocation of this Power of Attorney has been received by the said
attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned have hereunto subscribed this
Joint Filing Agreement and Power of Attorney as of the 10th day of February,
1997.
/s/ Leroy T. Carlson, Jr.
------------------------------
LeRoy T. Carlson, Jr.
/s/ Walter C.D. Carlson*
------------------------------
Walter C.D. Carlson
/s/ Letitia G.C. Carlson*
--------------------------------
Letitia G.C. Carlson
/s/ Donald C. Nebergall*
------------------------------
Donald C. Nebergall
/s/ Melanie J. Heald*
-----------------------------
Melanie J. Heald
