<PAGE>
Form 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the period ended September 30, 1997
.......... Paging Network do Brasil S.A. ..........
(Translation of registrant's name into English)
..........Rua Alexandre Dumas, 1,711..........
......Chacara Santon Antonio......
..........Sao Paulo, 04717-004, Brazil...........
(Address of principal executive offices)
<PAGE>
PAGING NETWORK DO BRASIL S.A.
INDEX
Page
----
PART I
Item 1. Financial Statements
a) Balance Sheet at December 31, 1996 (audited) and
September 30, 1997 (unaudited)........................................1
b) Statements of Operations for the
three and nine months ended September 30, 1996 and 1997 (unaudited)...2
c) Statement of Cash Flows for the
nine months ended September 30, 1996 and 1997 (unaudited).............3
d) Statement of Shareholders' Equity for the
nine months ended September 30, 1997 (unaudited)......................4
e) Notes to Financial Statements (unaudited).............................5
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations......................7
PART II
Item 1. Legal Proceedings.................................................10
Item 2. Changes in Securities.............................................10
Item 3. Defaults Upon Senior Securities...................................10
Item 4. Submission of Matters to a Vote of Security Holders...............10
Item 5. Other Information.................................................10
Item 6. Exhibits..........................................................10
<PAGE>
PART I
Item 1(a)
PAGING NETWORK DO BRASIL S.A.
BALANCE SHEET
September 30, 1997
(Amounts in U.S. dollars)
December 31, September 30,
1996 1997
------------ -------------
(Audited) (Unaudited)
Assets:
Current Assets:
Cash and cash equivalents.................... $ 12,444,689 $ 5,566,237
Short-term investments....................... -- 71,293,835
Accounts receivable, net..................... -- 1,364,021
Refundable taxes............................. 839,859 432,269
Pager inventories............................ 2,105,955 2,492,069
Prepaid expenses and other current assets.... 635,109 343,855
Pledged securities-current................... -- 14,576,286
Total current assets....................... 16,025,612 96,068,572
------------ ------------
Fixed assets, net.............................. 4,513,421 11,346,945
Pledged securities............................. -- 31,873,087
Debt issuance costs, net....................... -- 7,882,231
Other assets................................... -- 300,324
------------ ------------
Total assets............................... $ 20,539,033 $147,471,159
============ ============
Liabilities and shareholders' equity (deficit)
Current liabilities:
Accounts payable............................. $ 2,532,676 $ 3,614,782
Accrued expenses............................. 576,374 2,841,477
Accrued interest payable..................... -- 5,343,750
Payable to related parties................... 1,854,492 1,293,140
------------ ------------
Total current liabilities.................. 4,963,542 13,093,149
Senior notes................................... -- 125,000,000
Redeemable preferred stock, without par value..
Authorized shares - 63,000 shares
Issued and outstanding, 30,000 shares........ 20,451,427 32,671,754
Shareholders' equity (deficit)
Common stock, without par value
Authorized shares - 2,073,387
Issued and outstanding 1,378,401............. 28,672 30,760
Accumulated deficit............................ (4,904,608) (23,324,504)
------------ ------------
Total shareholders' equity (deficit)....... (4,875,936) (23,293,744)
------------ ------------
Total liabilities and shareholders' equity
(deficit)................................ $ 20,539,033 $147,471,159
============ ============
See accompanying notes to financial statements.
<PAGE>
Item 1(b)
PAGING NETWORK DO BRASIL S.A.
STATEMENT OF OPERATION
For the three and nine months ended September 30, 1996 and 1997
(Amounts in U.S. dollars)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
---------------------- ---------------------
1996 1997 1996 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues:
Services, rent and maintenance
revenue........................ $ -- $ 990,933 $ -- $ 1,248,500
Product sales.................... -- 3,710,631 -- 4,013,411
----------- ----------- ----------- -----------
-- 4,701,564 -- 5,261,911
Taxes............................ -- (621,854) -- (800,051)
----------- ----------- ----------- -----------
Total revenue...................... -- 4,079,710 -- 4,461,860
Cost of product sold............. -- (3,244,718) -- (3,508,911)
----------- ----------- ----------- -----------
-- 834,992 -- 952,949
Operating costs and expenses:
Services rent and maintenance.... -- 1,193,167 -- 2,892,404
Selling, general and administrative 2,270,007 5,219,471 2,340,190 11,110,413
Depreciation and amortization.... 11,922 391,240 12,434 801,640
----------- ----------- ----------- -----------
Total operating costs and
expenses.................... 2,281,929 6,803,878 2,352,624 14,804,457
----------- ----------- ----------- -----------
Operating loss................ (2,281,929) (5,968,886) (2,352,624) (13,851,508)
Other income (expense):
Interest expense................. -- (4,350,744) -- (5,461,519)
Interest income.................. -- 4,362,494 -- 5,728,260
Exchange and translation loss.... (32,591) (1,455,050) (43,602) (2,163,375)
----------- ----------- ----------- -----------
Total other income (expense)..... (32,591) (1,443,300) (43,602) (1,896,634)
----------- ----------- ----------- -----------
Net loss........................... $(2,314,520) $(7,412,186) $(2,396,226) $(15,748,142)
=========== =========== =========== ============
</TABLE>
See accompanying notes to financial statements.
2
<PAGE>
Item 1(c)
PAGING NETWORK DO BRASIL S.A.
STATEMENT OF CASH FLOWS
For the nine months ended September 30, 1996 and 1997
(Amounts in U.S. dollars)
(Unaudited)
<TABLE>
<CAPTION>
Nine months Ended
September 30,
-----------------------
1996 1997
---- ----
<S> <C> <C>
Operating activities:
Net loss ......................................... $ (2,396,226) $ (15,748,142)
Adjustments to reconcile net loss to net
cash used by operating activities:
Depreciation and amortization .................. 12,664 801,640
Provision for losses on accounts receivable .... -- 210,476
Interest income on pledged securities .......... -- (846,029)
Amortization of debt issuance costs ............ -- 117,769
Changes in operating assets and liabilities:
Increase in accounts receivable .............. -- (1,574,497)
Decrease in refundable taxes ................. -- 407,590
Increase in pager inventories ................ -- (386,114)
Increase in prepaid expenses and other current
assets ..................................... (492,750) 291,254
Increase in other assets ..................... -- (300,325)
Increase in accounts payable ................. 2,249,899 1,082,106
Increase in accrued expenses ................. -- 7,608,853
Decrease in payable to related parties ....... -- (561,352)
------------- -------------
Net cash used by operating activities .............. (626,413) (8,896,771)
Investing activities
Purchase of fixed assets ......................... (1,528,783) (7,635,164)
------------- -------------
Net cash used by investing activities ............ (1,528,783) (7,635,164)
Financing activities
Proceeds from the sale of common
and redeemable preferred stock ................. -- 9,550,660
---------- ----------
Proceeds of senior notes, net of debt issuance
cost ........................................... 4,015,822 117,000,000
Pledged securities ............................... -- (45,603,342)
------------- -------------
Net cash provided by financing activities ........ 4,015,822 80,947,318
------------- -------------
Net increase in cash ............................... 1,860,626 64,415,383
Cash and cash equivalents at beginning of period ... -- 12,444,689
------------- -------------
Cash and cash equivalents at end of period ......... $ 1,860,626 $ 76,860,072
============= =============
</TABLE>
See accompanying notes to financial statements.
3
<PAGE>
Item 1(d)
PAGING NETWORK DO BRASIL S.A.
STATEMENT OF SHAREHOLDERS' EQUITY
For the nine months ended September 30, 1997
(Amounts in U.S. dollars)
(Unaudited)
<TABLE>
<CAPTION>
Common Accumulated
Stock Deficit Total
------------ ----------------- -----------------
<S> <C> <C> <C>
Balance at December 31, 1996............ $ 28,672 $ (4,904,608) $ (4,875,936)
Proceeds of receivables for the
sale of common stock.................. 2,088 2,088
Accrued dividends on redeemable
preferred stock....................... (639,000) (639,000)
Net loss for the period................. (3,465,323) (3,465,323)
------------ ----------------- -----------------
Balance at March 31, 1997............... 30,760 (9,008,931) (8,978,171)
Proceeds from the sale of common stock.. 0
Accrued dividends on redeemable
preferred stock....................... (1,071,837) (1,071,837)
Net loss for the period................. (4,870,633) (4,870,633)
------------ ----------------- -----------------
Balance at June 30, 1997................ $ 30,760 $(14,951,401) $(14,920,641)
Proceeds from the sale of common stock.. 0
Accrued dividends on redeemable
preferred stock....................... (960,917) (960,917)
Net loss for the period................. (7,412,186) (7,412,186)
------------ ----------------- -----------------
Balance at September 30, 1997........... $ 30,760 $(23,324,504) $(23,293,744)
============ ================= =================
</TABLE>
See accompanying notes to financial statements.
4
<PAGE>
Item 1(e)
PAGING NETWORK DO BRASIL S.A.
NOTES TO FINANCIAL STATEMENTS
September 30, 1997
(Amounts in U.S. dollars)
1. Organization
Paging Network do Brasil S. A. (formerly Warburg Paging do Brasil Ltda.,
the "Company") is a company that was formed on April 7, 1996 through an
investment by Warburg, Pincus Ventures, L.P. The three month and nine month
periods ended September 30, 1996 reflect operations from the date of inception.
During 1997, the Company has started to provide paging services in Sao Paulo and
Rio de Janeiro and simultaneously plans for expansion into additional Brazilian
markets.
In October 1996, the Company increased its capital to approximately
$5,500,000 and in December 1996, through the incorporation of three new
shareholders, received approximately $15,000,000 of additional capital. In
December 1996, the Company changed its name from Warburg Paging do Brasil Ltda.
to Paging Network do Brasil Ltda. and then to Paging Network do Brasil S. A.
following a change in its legal formation from a limited liability company
(Ltda.) to a closed corporation (S.A.), at which time common stock in the
limited liability company was exchanged for common and redeemable preferred
stock in the Company. In June, 1996, the Company issued $125,000,000 principal
amount of 13-1/2% Senior Notes due June 6, 2005 (the "Senior Notes"). Prior to
consummation of the Senior Note offering, the Company received from shareholders
approximately $9,500,000 in exchange for additional shares of redeemable
preferred stock, and effected a stock split of 40.74774 for 1 of issued and
outstanding shares of common stock.
2. Summary of Significant Accounting Policies
The financial statements have been prepared in accordance with
generally accepted accounting principles in the United States ("U.S. GAAP")
in U.S. dollars.
The Company's significant accounting policies are as follows:
Foreign Currency Translation
The financial statements were translated from Brazilian reais to U.S.
dollars in accordance with the provisions of Statement of Financial Accounting
Standards No 52 as it applies to entities operating in highly inflationary
economies.
Pager inventories, fixed assets and intangibles and related income
statement accounts are remeasured at exchange rates in effect when the assets
were acquired or the liabilities were incurred. All other assets and liabilities
are remeasured at period end exchange rates, and all other income and expense
items are remeasured at average exchange rates prevailing during the period.
Remeasurement adjustments are included in exchange and translation gains
(losses).
Revenue Recognition
The Company recognizes revenue under service, rental and maintenance
agreements with customers as the related services are performed. Advance
billings for services are deferred and recognized as revenue when earned. Sales
of pagers are recognized upon delivery. Sales commissions are recognized at
selling, G&A. The Company will lease certain pagers under operating leases.
Substantially all of these leases will be on a month-to-month basis.
5
<PAGE>
2. Summary of Significant Accounting Policies (cont.)
Cash Equivalents
The Company considers all highly liquid investments with a maturity of
three months or less when purchased to be cash equivalents. Short-term
investments are liquid investments with a maturity of greater than three months.
3. Related Party Transactions
The Company has agreed to reimburse its shareholders for certain
transaction costs associated with the formation of the Company and the
$125,000,000 senior note offering consummated on June 6, 1997. As of September
30, 1997, the Company had a payable of approximately $970,000 to Warburg, Pincus
and approximately $400,000 to Paging Network, Inc.
4. Long Term Debt
On June 6, 1997, the Company issued $125,000,000 principal amount of 13
- -1/2% Senior Notes due June 6, 2005. Interest is payable semi-annually in
arrears on June 6 and December 6 of each year, commencing on December 6, 1997.
Of the $125,000,000 proceeds approximately $45,600,000 was used to purchase U.S.
government securities, scheduled interest and principal payments on which is in
an amount sufficient to provide for payment in full when due of the first six
scheduled interest payments on the Senior Notes. Debt issuance costs are
capitalized and amortized over the term of the debt under the effective yield
method.
The Senior Notes are redeemable on or after June 6, 2001 at the option
of the Company, in whole or in part from time to time, at specified redemption
prices declining annually to 100% of the principal amount on or after June 6,
2004, plus accrued interest. The Senior Notes contain certain covenants that,
among other things, limit the ability of the Company to incur additional
indebtedness or issue preferred stock, pay dividends or make certain other
restricted payments. Upon a change of control, the Company is required to make
an offer to purchase the Senior Notes at a purchase price equal to 101% of the
aggregate principal amount thereof, plus accrued and unpaid interest, if any. In
accordance with the covenants of the Senior Notes and the Company's current
level of leverage, at September 30, 1997 it is unable to make any dividend
payments.
The Company believes that the recorded value of the Senior Notes approximates
the fair value at September 30, 1997.
5. Accrued Expenses
Accrued expenses at September 30, 1997 are comprised of the following:
Withholding taxes payable........ $ 620,000
Payroll and other benefits payable 1,561,142
Other............................ 660,335
----------
$2,841,477
6. Redeemable Preferred Stock
The amount of accrued and unpaid dividends on the redeemable preferred
stock at September 30, 1997 is $2,671,754.
6
<PAGE>
Item 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This report contains forwarding-looking statements which involve risks
and uncertainties. Paging Network do Brasil S.A.'s (the "Company") actual
results may differ significantly from the results discussed in the
forward-looking statements. The following discussion should be read in
conjunction with the financial statements, including the notes thereto, included
elsewhere in this report.
Results of Operations for the Three Months and Nine months Ended
September 30, 1997
Although the Company's financial statements are presented pursuant to
U.S. GAAP in U.S. dollars, the Company's transactions are consummated in both
Brazilian reais and U.S. dollars. Inflation and devaluation in Brazil have had,
and may continue to have, substantial effects on the Company's results of
operations and financial condition.
For the purpose of management's discussion and analysis, net revenue is
defined as total revenue less sales tax and cost of product sold.
As a result of the development of the Company's business in Sao Paulo
and Rio de Janeiro (the "Initial Markets") during the periods presented, the
period-to-period comparisons of the Company's results of operations are not
necessarily meaningful and should not be relied upon as an indication of future
performance. The three month and nine month periods ended September 30, 1996
reflect operations from April 7, 1996, the date of the Company's inception.
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
------------------ -------------------
1996 1997 1996 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net Revenue ....................... $ -- $ 834,992 $ -- $ 952,949
Operating costs and expenses:
Services rent and maintenance ..... -- 1,193,167 -- 2,892,404
Selling, general and administrative 2,270,007 5,219,471 2,340,190 11,110,413
Depreciation and amortization ..... 11,922 391,240 12,434 801,640
------------ ------------ ------------ ------------
Total operating costs and
expenses .................... 2,281,929 6,803,878 2,352,624 14,804,457
------------ ------------ ------------ ------------
Operating loss .................... (2,281,929) (5,968,886) (2,352,624) (13,851,508)
Other income (expense) ............ (32,591) (1,443,300) (43,602) (1,896,634)
------------ ------------ ------------ ------------
Net loss .......................... $ (2,314,520) $ (7,412,186) $ (2,396,226) $(15,748,142)
============ ============ ============ ============
Other data:
EBITDA(1).......................... $ (2,270,007) $ (5,577,646) $ (2,340,190) $(13,049,868)
Number of Subscribers at end of
period ............................ -- 25,418 -- 25,418
</TABLE>
- ----------
(1) EBITDA is defined as operating income (loss) plus depreciation,
amortization and non-cash charges. EBITDA is a commonly used measure of
performance in the paging industry. While EBITDA should not be construed as
a substitute for operating income (loss) or a better measure of liquidity
than cash flow from operating activities, each of which is determined in
accordance with U.S. GAAP, it is included herein to provide additional
information regarding the ability of the Company to meet its capital
expenditures and any future debt service. EBITDA, however, is not
necessarily a measure of the Company's ability to fund its cash needs
because it does not include capital expenditures, which the Company expects
to continue to be significant.
7
<PAGE>
Net Revenue. The Company's total revenues primarily consist of monthly
fees paid by subscribers for the paging service, as well as product sales to
both individuals and retailers, net of sales taxes. During the three and nine
months ended September 30, 1997, the Company was offering service to customers
in Sao Paulo. During such three and nine month periods, the Company generated
$990,933 and $1,248,500 in service revenue and $3,710,631 and $4,013,411 in
product sales to customers, had cost of sales of $3,244,718 and $3,508,911, and
had sales tax of $621,854 and $800,051, respectively. During the three and nine
month periods ended September 30, 1997, the Company's net revenue was $834,992
and $952,949, respectively. The Company had no revenue for the three and nine
months ended September 30, 1996.
Service, Rent and Maintenance Expenses. Service, rent and maintenance
expenses include a portion of costs of compensation and benefits for the
Company's dispatch and technical employees, transmitter site rentals, telephone
line costs, transmission costs, vehicle rental costs and repair and maintenance
expenditures and service call costs. During the three and nine month periods
ended September 30, 1997, the Company incurred $1,193,167 and $2,892,494,
respectively, of expenses in connection with the continued buildout of its
paging network and the operation of the Sao Paulo system. During the three and
nine month periods ended September 30, 1996, the Company did not incur any
service, rent and maintenance expenses.
Selling and Marketing. Selling and marketing expenses include
commissions to salesmen and retailers, advertising and promotion. During the
three and nine month periods ended September 30, 1997, the Company incurred
$2,916,063 and $4,293,806, respectively, of selling and marketing expenses. Such
amounts increased from the prior year as the Company did not have significant
operations in 1996.
General and Administrative. General and administrative expenses include
compensation benefits, rent, bank fees, outside services and the provision for
losses on accounts receivable. During the three and nine month periods ended
September 30, 1997, the Company incurred $2,303,408 and $6,816,607,
respectively, of general and administrative expenses. Included in such amount is
approximately $2,500,000 of costs associated with the formation of the Company.
Depreciation and Amortization. Depreciation and amortization expenses
consist primarily of depreciation of leased pagers, transmitters, paging
terminals, leasehold improvements, telephone lines and cost of network
installation. Depreciation and amortization expenses increased from
approximately $11,922 and $12,434 for the three and nine month periods ended
September 30, 1996 to $391,240 and $801,640 for the three and nine month periods
ended September 30, 1997, primarily due the purchase and installation of
equipment necessary to buildout its paging network.
Operating Loss. For the three and nine month periods ended September 30,
1997 the Company generated an operating losses of $5,968,886 and $13,851,508,
respectively, primarily due to low volume from a low subscriber base and
expenses in connection with the development of the Company's business as
explained above.
Interest Expense. Interest expense increased to $4,350,744 and
$5,461,519 for the respective three and nine month periods ended September 30,
1997, primarily as a result of interest associated with the Senior Notes.
Interest Income. Interest income increased to $4,362,494 and $5,728,260
for the respective three and nine month periods ended September 30, 1997,
primarily as a result of investing the net proceeds from the Senior Note
offering and issuance by the Company of its redeemable preferred stock.
Exchange and Translation (Losses). Exchange and translation losses
increased to $1,455,050 and $2,163,375 for the respective three and nine month
periods ended September 30, 1997, primarily as a result of its short-term
investments in Brazil.
8
<PAGE>
Income Taxes. The Company did not have taxable income during the periods
presented and expects to generate losses for the foreseeable future.
Net Loss. As explained above, net loss in the period presented is
primarily attributable to the still small subscriber base and expenses incurred
during the period in connection with the development of the Company's business.
Liquidity and Capital Resources. The Company's operations and expansion
into new markets and product lines will require substantial capital investment
for the development and installation of paging systems and for the procurement
of pagers and paging equipment. The Company made capital expenditures of
$7,635,164 for the nine months ended September 30, 1997.
The Company commenced the buildout of systems for its paging services in
May 1996 and plans to substantially complete the buildout of the Initial Markets
by the first quarter of 1998 and plans to expand into other markets by the first
quarter of 1999. As of September 30, 1997, the Company has (1) completed the
buildout of its Sao Paulo system, which served 25,418 subscribers, (2) installed
transmitters in Sao Paulo, Rio de Janeiro and each of the additional eight
cities where it has secured licenses, and (3) hired personnel and infrastructure
necessary to support the Company's Sao Paulo operations. The Company expects
that the proceeds of the Senior Notes, together with cash on hand, will be
sufficient to complete the buildout of Initial Markets and that it will need to
secure additional financing to complete the planned buildout of other expansion
markets.
The Company has a line of credit with a commercial bank for
approximately $5,500,000, of which, as of September 30, 1997, approximately
$600,000 is backing an outstanding letter of credit and approximately $4,900,000
is available to the Company for borrowing.
The principal capital expenditure requirements to construct a paging
system involve the acquisition of pagers for leasing and the acquisition and
installation of transmission facilities, both of which are directly related to
the demand of paging service. Additional capital is required to fund operating
losses incurred during the initial stages of construction and rolling out
services. The Company currently anticipates that its cash requirements
(comprised of capital expenditures, working capital requirements, debt service
requirements and anticipated operating losses) for the remaining three months of
1997 will be $24,000,000.
9
<PAGE>
PART II
Item 1. Legal Proceedings
None
Item 2. Changes in Securities
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
Pursuant to a unanimous written consent in lieu of a shareholder
meeting, dated April 30, 1997, the Company's stockholders approved
the accounts of the Company for 1996.
Pursuant to a unanimous written consent in lieu of a shareholder
meeting, dated March 12, 1997, the Company's stockholders ratified
the relocation of the Company's headquarters from Brasilia to Sao
Paulo.
Pursuant to a unanimous written consent in lieu of a shareholder
meeting, dated June 4, 1997, the Company's stockholders approved and
ratified the issuance by the Company of its 13-1/2% Senior Notes due
2005 and all actions taken and to be taken by the Company in
connection therewith.
Item 5. Other Information
None
Item 6. Exhibits
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).
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
<PAGE>
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* -- Shareholder 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 am ong 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.
10.8* -- 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
International N.V. 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.
---------
* Incorporated herein by reference to the Exhibit to the
Company's Registration Statement on Form F-4, Registration
No. 333-29865.
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<PAGE>
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, thereunto duly authorized.
PAGING NETWORK DO BRASIL S.A.
(Registrant)
By: /s/ Thomas C. Trynin
------------------------
Thomas C. Trynin
President and
Chief Executive Officer
Date: November 25, 1997
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