SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________
SCHEDULE 13E-3
(AMENDMENT NO. 2)
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)
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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: / /
This Amendment No. 2 (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").
All capitalized terms used in this Amendment without definition have the
meanings attributed to them in the Schedule 13E-3.
The items of Schedule 13E-3 set forth below are hereby amended and
supplemented as follows:
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.
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 (d)(10) and is incorporated herein by reference.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
Item 17 is hereby supplemented and amended by adding the following
exhibit:
(d)(10) Press Release issued by TDS on March 18, 1998.
-1-
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 18, 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. 2 to Schedule 13E-3
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 18, 1998 AMERICAN PAGING, INC.
By: /s/ Terrence T. Sullivan
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Name: Terrence T. Sullivan
Title: President
Signature Page for Amendment No. 2 to Schedule 13E-3
EXHIBIT INDEX
EXHIBIT NO. EXHIBIT DESCRIPTION
(d)(10) Press Release issued by TDS on March 18, 1998.