OKLAHOMA CITY, Aug. 20, 2007 (PRIME NEWSWIRE) -- Dobson Communications Corporation (the "Company") (Nasdaq:DCEL) announced today that it has called for redemption all of its outstanding shares of Series F Convertible Preferred Stock (CUSIPs: 256069709, 256069600, 256069402 and U25401206) (the "Series F Preferred Stock"). Unless the Company defaults in its payment in cash of the optional redemption price, dividends on the shares of the Series F Preferred Stock will cease to be payable on and after the optional redemption date, which is October 4, 2007, and the right of holders of the Series F Preferred Stock to voluntarily convert shares of the Series F Preferred Stock into Class A Common Stock of the Company will terminate at the close of business on the business day preceding the optional redemption date (subject to any extension necessary to permit the expiration of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended).
The conversion ratio of the Series F Preferred Stock as of the date of this press release is 20 shares of Class A Common Stock of the Company for each share of Series F Preferred Stock converted in accordance with the Certificate of Designation for the Series F Preferred Stock. The conversion ratio was calculated using a conversion price of $8.75 per share of Class A Common Stock of the Company. The closing price of the Class A Common Stock of the Company on August 17, 2007 was $12.39 per share.
The optional redemption price payable for each outstanding share of Series F Preferred Stock is an amount of cash equal to (i) $178.571 per share (which represents 100% of the liquidation preference), plus (ii) all accumulated and unpaid dividends (including an amount in cash equal to a prorated dividend for any partial dividend period) thereon to the optional redemption date. As of the date of this press release, there were 759,896 outstanding shares of the Series F Preferred Stock.
The formal redemption notice required by the Certificate of Designation for the Series F Preferred Stock has been sent to holders of the shares of Series F Preferred Stock. The redemption of the shares of Series F Preferred Stock and the payment of the optional redemption price will be made in accordance with the terms specified in the redemption notice and the redemption procedures of The Depository Trust Company, 55 Water Street 50th Floor, New York, NY 10041-0099. (If any shares of the Series F Preferred Stock held by any holder are represented by one or more physical certificates, such holder must surrender such shares to our Redemption Agent, UMB Bank N.A., at UMB Bank, N.A., Securities Transfer Division, 928 Grand Boulevard, 5th Floor, Kansas City, MO 64106 Attention: Jennifer Fuller, Telephone: (816) 860-3753, in accordance with the procedures established by the Company and the Redemption Agent.)
Dobson Communications is a leading provider of wireless phone services to rural markets in the United States. Headquartered in Oklahoma City, the Company owns wireless operations in 17 states. For additional information on the Company and its operations, please visit its Web site at www.dobson.net.
This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These include, but are not limited to, statements regarding the Company's plans, intentions and expectations. Such statements are inherently subject to a variety of risks and uncertainties that could cause actual results to differ materially from those projected. These risks include, but are not limited to, changes in the Company's plans to redeem its Series F Preferred Stock. A more extensive discussion of the risk factors that could impact these areas and the Company's overall business and financial performance can be found in the Company's reports and other filings filed with the Securities and Exchange Commission. Given these concerns, investors and analysts should not place undue reliance on forward-looking statements.