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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 8, 1997
REGISTRATION NO. 333-29865
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 3
TO
FORM F-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PAGING NETWORK DO BRASIL S.A.
(Exact name of registrant as specified in its charter)
PAGING NETWORK OF BRAZIL INC.
(Translation of Registrant's name into English)
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THE FEDERATIVE REPUBLIC OF BRAZIL 4841 NOT APPLICABLE
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
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RUA ALEXANDRE DUMAS, 1,711
CHACARA SANTO ANTONIO
SAO PAULO, 04717-004, BRAZIL
(TELEPHONE: 55-11-538-3800)
(Address and telephone number of registrants' principal
executive offices)
CT CORPORATION SYSTEM
1633 BROADWAY
NEW YORK, NY 10019
(TELEPHONE: 212-664-1666)
(Name, address and telephone number of agent for service)
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COPY TO:
STEVEN J. GARTNER, ESQ.
Willkie Farr & Gallagher
One Citicorp Center
153 East 53rd Street
New York, New York 10022
(212) 821-8000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC:
As soon as practicable after this Registration Statement becomes effective.
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO PROPOSED MAXIMUM AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED BE REGISTERED OFFERING PRICE OFFERING PRICE FEE(1)
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13 1/2% Senior Notes due 2005........ $125,000,000 100% $125,000,000 $37,878.79
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(1) Previously paid.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
None.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits
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**3.1 --Bylaws of Paging Network do Brasil S.A. (English Translation).
**4.1 --Indenture dated as of June 1, 1997 between Paging Network do Brasil S.A. and The
Chase Manhattan Bank, as Trustee (including exhibits).
**4.2 --Form of Senior Note (included in Exhibit 4.1).
**5.1 --Opinion of Xavier, Bernardes, Braganca, Sociedade de Advogados, Brazilian counsel
to the Registrant, as to the legality of the Notes.
**5.2 --Opinion of Willkie Farr & Gallagher, U.S. counsel to the Registrant, as to the
legality of the Notes.
**8.1 --Opinion of Willkie Farr & Gallagher, U.S. counsel to the Registrant, as to
certain U.S. tax matters.
**10.1 --Purchase Agreement dated as of May 30, 1997 among Paging Network do Brasil S.A.,
Paging Brazil Holding Co., LLC and the Initial Purchasers.
**10.2 --Notes Registration Rights Agreement dated as of June 6, 1997 among Paging Network
do Brasil S.A. and the Initial Purchasers.
**10.3 --Equity Registration Rights Agreement, dated as of June 6, 1997 among Paging
Network do Brasil S.A., Paging Brazil Holding Co., LLC, Warburg, Pincus Ventures,
L.P., Paging Network International N.V., IVP Paging (Cayman) L.P., Multiponto
Telecomunicacoes Ltda., TVA Sistema Televisao S.A., the Initial Purchasers and
Chase Mellon Shareholder Services.
**10.4 --Escrow and Pledge Agreement, dated as of June 6, 1997 between Paging Network do
Brasil S.A.and The Chase Manhattan Bank.
**10.5 --Shareholders Agreement, dated as of December 11, 1996 among Paging Network do
Brasil S.A., Warburg, Pincus Ventures, L.P., Paging Network International N.V.,
IVP Paging (Cayman) L.P., Multiponto Telecomunicacoes Ltda. and TVA Sistema
Televisao S.A.
**10.6 --Shareholders Agreement Amendment No.1 and Waiver, dated as of March 10, 1997
among Paging Network do Brasil S.A., Warburg, Pincus Ventures, L.P., Paging
Network International N.V., IVP Paging (Cayman) L.P., Multiponto Telecomunicacoes
Ltda. and TVA Sistema Televisao S.A.
**10.7 --Securities Subscription Agreement dated as of December 11, 1996 among Paging
Network do Brasil S.A., Warburg, Pincus Ventures, L.P., Paging Network
International N.V., IVP Paging (Cayman) L.P., Multiponto Telecomunicacoes Ltda.
and TVA Sistema Televisao S.A.
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**10.8 --Registration Rights Agreement dated as of December 11, 1996 among Paging Network
do Brasil S.A., Warburg, Pincus Ventures, L.P., Paging Network International
N.V., IVP Paging (Cayman) L.P., Multiponto Telecomunicacoes Ltda., TVA Sistema
Televisao S.A., Thomas C. Trynin and Marco A. Fregenal.
**10.9 --Technical Services Agreement dated as of December 11, 1996 between Paging Network
do Brasil S.A. and Paging Network, Inc.
**10.10 --Operating Agreement and Other Covenants dated December 11, 1996 between Paging
Network do Brasil S.A. and Multiponto Telecomunicacoes Ltda.
**10.11 --Agreement of Promise of Assignment and Transfer of Permissions dated December 11,
1996 between Paging Network do Brasil S.A. and Multiponto Telecomunicacoes Ltda.
**10.12 --Operating Agreement and Other Covenants dated December 11, 1996 between Paging
Network do Brasil S.A. and TVA Sistema Televisao S.A.
**10.13 --Agreement of Promise of Assignment and Transfer of Permissions dated December 11,
1996 between Paging Network do Brasil S.A. and TVA Sistema Televisao S.A.
**10.14 --Operating Agreement and Other Covenants dated December 11, 1996 between Paging
Network do Brasil S.A. and San Francisco Comunicacoes Ltda.
**10.15 --Agreement of Promise of Assignment and Transfer of Permissions dated December 11,
1996 between Paging Network do Brasil S.A and San Francisco Comunicacoes Ltda.
*23.1 --Independent Auditors' Consent of Ernst & Young Auditores Independentes.
**23.2 --Consent of Xavier, Bernardes, Braganca, Sociedade de Advogados (included in
Exhibit 5.1).
**23.3 --Consent of Willkie Farr & Gallagher (included in Exhibit 5.2).
**25.1 --Statement of Eligibility and Qualification under Trust Indenture Act of 1939 of
The Chase Manhattan Bank, as Trustee on Form T-1 (bound separately).
**99.1 --Authorization of the Central Bank of Brazil authorizing the issuance of the Notes
(English Translation).
**99.2 --Form of Letter of Transmittal.
**99.3 --Form of Notice of Guaranteed Delivery.
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* Filed herewith.
** Filed previously.
(b) Financial Statement Schedules:
None.
ITEM 22. UNDERTAKINGS.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted
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by such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
The undersigned Registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through the
date of responding to the request.
The undersigned Registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in this Registration Statement when it became effective.
The undersigned Registrant hereby undertakes as follows: that prior to any
public reoffering of the securities registered hereunder through use of a
prospectus which is a part of this registration statement, by any person or
party who is deemed to be an underwriter within the meaning of Rule 145(c), the
Registrant undertakes that such reoffering prospectus will contain the
information called for by the applicable registration form with respect to the
reofferings by persons who may be deemed to be underwriters, in addition to the
information called for by the other Items of the applicable form.
The undersigned Registrant hereby undertakes that every prospectus: (i) that
is filed pursuant to the immediately preceding paragraph or (ii) that purports
to meet the requirements of Section 10(a)(3) of the Securities Act of 1933 and
is used in connection with an offering of securities subject to Rule 415, will
be filed as a part of an amendment to the registration statement and will not be
used until such amendment is effective, and that, for purposes of determining
any liability under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the Securities
Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) (Section230.424(b) of this
chapter) if, in the aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
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(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(4) To file a post-effective amendment to the registration statement to
include any financial statements required by Section210.3-19 of this chapter at
the start of any delayed offering or throughout a continuous offering. Financial
statements and information otherwise required by Section 10(a)(3) of the Act
need not be furnished, PROVIDED that the registrant includes in the prospectus,
by means of a post-effective amendment, financial statements required pursuant
to this paragraph (a)(4) and other information necessary to ensure that all
other information in the prospectus is at least as current as the date of those
financial statements.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Registration Statement or amendment thereto to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of Sao
Paulo, the Federative Republic of Brazil, on this 8th day of September, 1997.
PAGING NETWORK DO BRASIL S.A.
By: /s/ THOMAS C. TRYNIN
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Name: Thomas C. Trynin
Title: Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on September 8, 1997.
SIGNATURE TITLE
/s/ THOMAS C. TRYNIN Chief Executive Officer
- ------------------------------ and Director
Thomas C. Trynin (Principal Executive
Officer)
/s/ WILSON OLIVIERI Chief Financial Officer
- ------------------------------ (Principal Financial
Wilson Olivieri Officer and
Principal Accounting
Officer)
/s/ MARIA REGINA MANGABEIRA Director
ALBERNAZ LYNCH
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Maria Regina Mangabeira
Albernaz Lynch
/s/ HORACIO BERNARDES NETO Director
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Horacio Bernardes Neto
/s/ RENATO ABUCHAM Director
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Renato Abucham
/s/ HELENA DE ARAUJO LOPES Director
XAVIER
- ------------------------------
Helena de Araujo Lopes Xavier
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the heading "Selected
Consolidated Financial Data" and under the caption "Experts" and to the use of
our report dated February 27, 1997, in the Registration Statement (Form F-4) and
related Prospectus of Paging Network do Brasil S.A. for the registration of
$125,000,000 of 13 1/2% Senior Notes due 2005.
Ernst & Young LLP
Auditores Independentes S.C.
Sao Paulo, Brazil
September 5, 1997
