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OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING COMMON SHARES
OF
AMERICAN PAGING, INC.
AT
$2.50 NET PER COMMON SHARE
BY
API MERGER CORP.
A DIRECT WHOLLY OWNED SUBSIDIARY OF
TELEPHONE AND DATA SYSTEMS, INC.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON TUESDAY, MARCH 17, 1998, UNLESS THE OFFER IS EXTENDED.
February 18, 1998
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
We have been appointed by API Merger Corp., a Delaware corporation
("Purchaser") and a direct wholly owned subsidiary of Telephone and Data
Systems, Inc., an Iowa corporation ("TDS"), to act as Dealer Manager in
connection with Purchaser's offer 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, upon the terms and subject to the conditions set forth in
Purchaser's Offer to Purchase, dated February 18, 1998 (the "Offer to
Purchase"), and the related Letter of Transmittal (which together constitute the
"Offer") enclosed herewith. Please furnish copies of the enclosed materials to
those of your clients for whose accounts you hold Common Shares registered in
your name or in the name of your nominee.
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, (I) THERE BEING VALIDLY
TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION OF THE OFFER AT LEAST THE
NUMBER OF COMMON SHARES THAT WHEN ADDED TO THE COMMON SHARES OWNED BY TDS AND
PURCHASER SHALL CONSTITUTE 90% OF THE COMMON SHARES THEN OUTSTANDING (THE
"MINIMUM CONDITION") AND (II) THAT THE ASSET CONTRIBUTION AGREEMENT, DATED AS OF
DECEMBER 22, 1997 (THE "ASSET CONTRIBUTION AGREEMENT"), AMONG TDS, TSR PAGING,
INC., A DELAWARE CORPORATION, AND TSR WIRELESS LLC, A DELAWARE LIMITED LIABILITY
COMPANY, BE IN FULL FORCE AND EFFECT AND NOT TERMINATED IN ACCORDANCE WITH THE
TERMS THEREOF AND ALL OF THE CONDITIONS SET FORTH IN ARTICLES XI AND XII THEREOF
SHALL HAVE BEEN SATISFIED OR WAIVED. PURCHASER HAS AGREED TO WAIVE THE MINIMUM
CONDITION UNDER CERTAIN CIRCUMSTANCES DESCRIBED IN THE OFFER TO PURCHASE.
Enclosed for your information and use are copies of the following documents:
1. Offer to Purchase, dated February 18, 1998;
2. Letter of Transmittal for your use and for the information of your
clients; facsimile copies of the Letter of Transmittal may be used to tender
Common Shares;
3. Notice of Guaranteed Delivery to be used to accept the Offer if the
Common Shares and all other required documents are not immediately available or
cannot be delivered to Harris Trust and Savings Bank (the "Depositary") by the
Expiration Date (as defined in the Offer to Purchase) or if the procedure for
book-entry transfer cannot be completed by the Expiration Date;
4. A letter to shareholders of the Company from Terrence T. Sullivan,
President and Chief Executive Officer of the Company, together with a
Solicitation/Recommendation Statement on Schedule 14D-9 filed with the
Securities and Exchange Commission by the Company;
5. A printed form of letter which may be sent to your clients for whose
accounts you hold Common Shares registered in your name or in the name of your
nominee, with space provided for obtaining such clients' instructions with
regard to the Offer;
6. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9; and
7. Return envelope addressed to the Depositary.
YOUR PROMPT ATTENTION IS REQUESTED. WE URGE YOU TO CONTACT YOUR CLIENTS AS
PROMPTLY AS POSSIBLE. PLEASE NOTE THAT THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT
12:00 MIDNIGHT, NEW YORK CITY TIME, ON TUESDAY, MARCH 17, 1998, UNLESS THE OFFER
IS EXTENDED.
In all cases, payment for Common Shares accepted for payment pursuant to the
Offer will be made only after timely receipt by the Depositary of certificates
evidencing such Common Shares (or a confirmation of a book-entry transfer of
such Common Shares into the Depositary's account at one of the Book-Entry
Transfer Facilities (as defined in the Offer to Purchase)), a Letter of
Transmittal (or facsimile thereof) properly completed and duly executed and any
other required documents.
If holders of Common Shares wish to tender, but it is impracticable for them
to forward their certificates or other required documents, or, if applicable,
comply with the procedure for book-entry transfer, prior to the expiration of
the Offer, a tender of Common Shares may be effected by following the guaranteed
delivery procedure described under "THE TENDER OFFER -- 3. Procedures for
Accepting the Offer and Tendering Common Shares" in the Offer to Purchase.
Purchaser will not pay any fees or commissions to any broker, dealer or
other person (other than the Dealer Manager, the Depositary and the Information
Agent as described in the Offer to Purchase) in connection with the solicitation
of tenders of Common Shares pursuant to the Offer. However, Purchaser will
reimburse you for customary mailing and handling expenses incurred by you in
forwarding any of the enclosed materials to your clients. Purchaser will pay or
cause to be paid any stock transfer taxes payable with respect to the transfer
of Common Shares to it, except as otherwise provided in Instruction 6 of the
Letter of Transmittal.
Any inquiries you may have with respect to the Offer should be addressed to
the undersigned or MacKenzie Partners, Inc. (the "Information Agent") at their
respective addresses and telephone numbers set forth on the back cover page of
the Offer to Purchase.
Additional copies of the enclosed material may be obtained from the
Information Agent or the Dealer Manager at their respective addresses and
telephone numbers set forth on the back cover page of the Offer to Purchase.
VERY TRULY YOURS,
Credit Suisse First Boston Corporation
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NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU,
OR ANY OTHER PERSON, THE AGENT OF TDS, PURCHASER, THE COMPANY, THE DEALER
MANAGER, THE INFORMATION AGENT OR THE DEPOSITARY, OR OF ANY AFFILIATE OF ANY OF
THEM, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR TO MAKE ANY
STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE
ENCLOSED DOCUMENTS AND THE STATEMENTS CONTAINED THEREIN.
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