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): March 3, 2000 DATA TRANSMISSION NETWORK CORPORATION ------------------------------------------------------ (Exact name of Registrant as specified in its charter) Delaware ---------------------------------------------- (State or other jurisdiction of incorporation) 0-15405 47-0669375 - ------------------------ --------------------------------------- (Commission File Number) (I.R.S. Employer Identification Number) 9110 West Dodge Road, Suite 200, Omaha, Nebraska 68114 - ------------------------------------------------ ---------- (Address of principal executive offices) (Zip Code) (402) 390-2328 ---------------------------------------------------- (Registrant's telephone number, including area code) Item 5. Other Events On March 3, 2000, Data Transmission Network Corporation (the "Company") entered into an agreement and plan of merger (the "Merger Agreement") with VS&A Communications Partners III, L.P., a Delaware limited partnership, VS&A-DTN, LLC, a Delaware limited liability company ("Acquiror"), and DTN Acquisition Corporation, a Delaware corporation ("Acquisition Corp."), whereby Acquiror agreed to commence a tender offer (the "Offer") to purchase all the outstanding shares of common stock, par value $0.001 per share, of the Company (the "Common Stock") at a purchase price of $29.00 per share, net to the sellers in cash. The Offer is subject to acceptance by holders of at least 90% of the Company's outstanding Common Stock, the receipt of certain government approvals, and other customary conditions. If the Offer is not consummated, the Company has agreed to call a meeting of the stockholders of the Company to approve the merger of the Company with Acquisition Corp. for cash consideration of $29.00 per share. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (a) None. (b) Pro Forma Financial Information. ------------------------------- None. (c) Exhibits. -------- 99.1 Company Press Release dated March 6, 2000 (incorporated by reference to Schedule TO filed by VS&A-DTN, LLC and DTN Acquisition Corporation on March 6, 2000) 2 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. DATA TRANSMISSION NETWORK CORPORATION Dated: March 10, 2000 By: /s/ Brian L. Larson ------------------- Brian L. Larson Senior Vice President, Chief Financial Officer and Secretary 3 INDEX TO EXHIBITS Exhibit Number Description 99.1 Company Press Release dated March 6, 2000 (incorporated by reference to Schedule TO filed by VS&A-DTN, LLC and DTN Acquisition Corporation on March 6, 2000) 4