As filed with the Securities and Exchange Commission on May
2, 1995
Registration No. 33-88960
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PAGE AMERICA GROUP, INC.
(Exact name of registrant as specified in its charter)
New York 13-2865787
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
125 State Street
Hackensack, New Jersey 07601
(201) 342-6676
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
MARTIN H. NEIDELL, ESQ.
Stroock & Stroock & Lavan
7 Hanover Square
New York, New York 10004
(212) 806-5836
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Approximate date of commencement
of proposed sale to the public From time to time after this
Registration Statement becomes effective
If the only securities being registered on this form are
being offered pursuant to dividend or interest
reinvestment plans, please check the following box. \ \
If any of the securities being registered on this form are
to be offered on a delayed or continuous
basis pursuant to Rule 415 under the Securities Act of 1933,
other than securities offered only in
connection with dividend or interest reinvestment plans, check
the following box. \ X \
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 which specifically states that
this Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall
become effective on such date as the
Commission, acting pursuant to said Section 8(a) may determine.
<PAGE>
SUBJECT TO COMPLETION, DATED MAY 2, 1995
PROSPECTUS
PAGE AMERICA GROUP, INC.
654,514 Shares of Common Stock
This Prospectus relates to 654,514 shares (the "Shares") of
Common Stock, $.10 par value (the "Common Stock"), which may be
offered by certain shareholders (the "Selling Shareholders") of
Page America Group, Inc., a New York corporation (the
"Company").
The Shares may be offered by the Selling Shareholders for their
own account at any time and from time to time on the American
Stock Exchange or otherwise or in private sales. None of the
proceeds from the sale of the Shares by the Selling Shareholders
will be received by the Company. The Company has agreed to bear
all expenses (other than underwriting discounts and selling
commissions) in connection with the registration of such
securities by the Selling Shareholders. The Company has agreed
to indemnify the Selling Shareholders against certain
liabilities, including liabilities under the Securities Act of
1933.
The shares of Common Stock of the Company are traded on the
American Stock Exchange. On April 28, 1995, the last reported
sales price for the shares of Common Stock of the Company on the
American Stock Exchange was $ 2.875.
The Common Stock offered hereby involves a high degree of
risk. The Company has suffered net losses for the past five
years and has a substantial accumulated deficit and
shareholders'
deficit. See "Investment Considerations".
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
No person is authorized to give any information or to make
any representation not contained in this Prospectus in
connection
with the offer made hereby, and, if given or made, such
information or representation must not be relied upon as having
been authorized by the Company.
The date of this Prospectus is May , 1995
AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934 and in accordance therewith
files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such
reports, proxy statements and other information can be inspected
and copied at the public reference facilities of the Commission,
Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the Commission's New York Regional Office, 7
World Trade Center, 13th Floor, New York, New York 10048, and
Chicago Regional Office, Northwestern Atrium Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661, and copies
of such materials can be obtained from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549, at prescribed rates.
Additional information regarding the Company and the Common
Stock is contained in the Registration Statement and the
Exhibits
thereto filed with the Commission under the Securities Act of
1933, as amended (the "Act"). The Registration Statement and
the Exhibits thereto may be inspected without charge at the
office of the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549,
and copies thereof may be obtained from the Commission upon
payment of the prescribed fees.
The Company's shares are listed on the American Stock
Exchange. Reports and other information concerning the Company
can be inspected at the offices of the American Stock Exchange,
86 Trinity Place, New York, New York 10006.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the
Commission are incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the year
ended December 31, 1994, Commission file no. 1-10682, as amended
by Form 10-K/A.
2. The Company's Registration Statement on Form 8-A,
declared effective January 22, 1991 with respect to the
Company's
Common Stock.
All documents filed by the Company with the Commission
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the date of this Prospectus
and prior to the termination of the offering of the Shares shall
be deemed to be incorporated by reference in this Prospectus and
to be a part hereof from the date of filing of such documents.
The Company will provide without charge to each person to
whom a copy of this Prospectus is delivered on the written or
oral request of any such person, a copy of any or all of the
documents incorporated herein by reference (other than
exhibits).
Requests for such copies should be directed to Investor
Relations, Page America Group, Inc., 125 State Street,
Hackensack, New Jersey 07601, telephone: (201) 342-6676.
THE COMPANY
The Company has its principal executive offices at 125
State
Street, Hackensack, New Jersey 07601 and its telephone number is
(201) 342-6676.
INVESTMENT CONSIDERATIONS
Prospective investors should carefully consider the
following factors, as well as the other information contained in
this Prospectus.
1. History of Losses; Accumulated Deficit. Since its
inception, the Company has not been profitable. For the fiscal
year ended December 31, 1994, the Company incurred a net loss of
$7 million. There can be no assurance that the Company will be
profitable in the future. As of December 31, 1994 the Company
had an accumulated deficit of $79 million.
2. Indebtedness, Liquidity and Access to Capital. In
connection with its growth, the Company has incurred significant
amounts of indebtedness. As of December 31, 1994, the Company
had long-term debt of $58 million, including $45 million
outstanding under a senior secured credit facility (the "Credit
Facility") and $13 million principal amount outstanding under
subordinated promissory notes (the "Subordinated Notes"). The
Company has terminated its revolving credit facility under the
Credit Facility.
3. Deficiency in Working Capital; Limitation on Purchases
of Pagers. Historically, the Company has experienced a
deficiency in its working capital. At December 31, 1994, the
Company had a working capital deficiency of $9.5 million. In
order to conserve capital, pager purchases are limited by
management of the Company to an amount necessary to maintain its
subscriber base.
4. Effect of Competition and Technological Advances. The
Company faces competition in the geographic areas in which it
operates. Some of the Company's competitors possess greater
financial and other resources than the Company. In addition,
technological advances in the telecommunications industry may
result in the availability of alternative services or products
that could compete with the paging services currently provided
by the Company and its competitors. There can be no assurance
that the Company would not be adversely affected in the event of
such technological change.
5. Governmental Regulation of the Company's Operations.
The Company's paging operations are subject to regulation by the
FCC and various state regulatory agencies. There can be no
assurance that either the FCC or state agencies will not adopt
regulations, authorize new competitive services or take other
actions that would materially adversely affect the results of
operations of the Company. Changes in regulation of the
Company's paging business or the allocation of radio spectrum
for services that compete with the Company's business could
adversely affect the Company's future results of operations.
6. Rights of Holders of Preferred Stock to elect
Directors;
Change in Control Consequences. Holders of a majority of Series
One Preferred Stock, as a class, have the right to elect two
directors of the Company. In addition, if any dividend payments
are not made to the holders of shares of Series One Preferred
Stock, the dividend rate will increase to 15% per annum and the
holders of a majority of Series One Preferred Stock will be
entitled to elect an additional director of the Company. If a
change in control of the Company occurs, the holders of Series
One Preferred Stock have the right to cause the Company to
repurchase such stock at its liquidation value, plus accrued
dividends. Bariston Paging Partners, L.P. holds a majority of
the Series One Preferred Stock. Dividends on the shares of
Series One Preferred Stock registered hereby have been
distributed by Bariston Paging Partners directly to its
partners.
7. Restrictions on Payment of Dividends; Liquidation
Preferences. The Company has never paid cash dividends on its
Common Stock and does not intend to pay cash dividends on its
Common Stock in the foreseeable future. The Company may not pay
any cash dividends on Common Stock while accrued dividends on
its
outstanding Preferred Stock remain unpaid. In addition, the
Company is restricted in its ability to pay dividends on both
its
Common Stock and Preferred Stock under the Credit Facility and
the Subordinated Notes. Series One Preferred Stock has a
preference over the Common Stock in the event of a liquidation
of the Company.
8. Loss of Chief Executive Officer. The Company's success
depends upon its ability to attract and retain skilled managers
and key personnel, including its Chairman of the Board and Chief
Executive Officer, Steven L. Sinn. Loss of the services of Mr.
Sinn might have an adverse effect on the operation of the
Company. The Company does not have an employment agreement with
Mr. Sinn nor does the Company maintain any key-man life
insurance on Mr. Sinn.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the
sale of the Shares offered hereby.
DETERMINATION OF OFFERING PRICE AND PLAN OF DISTRIBUTION
The sale of Shares by the Selling Shareholders may be
effected from time to time in transactions on the American Stock
Exchange, in the over-the-counter market, in negotiated
transactions, or through a combination of such methods of sale,
at fixed prices, which may be changed, at market prices
prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. The Selling
Shareholders may effect such transactions by selling the Shares
to or through broker-dealers, and such broker-dealers may
receive compensation in the form of discounts, concessions or
commissions
from the Selling Shareholders and/or the purchasers of the
Shares
for which such broker-dealers may act as agent or to whom they
sell as principals, or both (which compensation as to a
particular broker-dealer may be in excess of customary
compensation).
SELLING SHAREHOLDERS
The following table shows the names of the Selling
Shareholders, the shares of Common Stock owned beneficially
and/or of record by each of them, or by nominees, as of December
31, 1994, and the number of shares of Common Stock to be owned
by each of them after completion of the offering, assuming all
of the Shares being offered are sold.
<TABLE>
<CAPTION>
Ownership of Common Stock
After Sale, Assuming Owners
Were to Elect to Sell All Such
Common Stock Issuable in Shares Offered Hereby <F1>
lieu of Payment of Cash
Name of Selling Dividends on Series One Number of Percent
Shareholder Convertible Preferred Stock Shares Owned Owned
<S> <C> <C> <C>
Rebecca G. Ames Trust 537 0 0
AmSouth Bank, FBO
Margaret Spencer South 5,530 0 0
AmSouth Bank, FBO
Murray Spencer South 5,530 0 0
Mitchell Bacow 708 0 0
Edwin F. Barber 1,419 0 0
Bariston Paging Partners, L.P. 17 0 0
Bariston Associates, Inc. 6,411 0 0
David Barry, IRA 572 0 0
Coleman and Jeanne Benedict 1,786 0 0
Howard R. Berlin 1,780 0 0
Terry Bernstein 7,872 0 0
Bergman Horowitz & Reynolds, PC 886 0 0
Murray B. Berry 3,615 0 0
Linda Bialecki 1,356 0 0
Louis Boeri 666 0 0
James J. Burke 3,615 0 0
Randall W. Byrnes 4,372 0 0
Randall W. Byrnes, Jr. 1,316 0 0
Spencer D. Byrnes 1,316 0 0
William L. Byrnes 11,062 0 0
William Carter Byrnes 1,316 0 0
Michael Chase 1,910 0 0
Clarion Capital 7,575 0 0
John F. Cogan, Jr. 1,044 0 0
Stephen and Lois Coit 2,204 0 0
Etta J. Collins 2,945 0 0
Norman J. Cowen IRA 474 0 0
Joshua G. Cooperman 1,251 0 0
Grace K. Culbertson 11,152 0 0
John H. Culbertson 5,510 0 0
Gary B. Davis 3,851 0 0
Delaware State Employee
Retirement Fund 14,225 0 0
David J. Deutsch 1,251 0 0
Mary Alice Donohue 1,251 0 0
Ronald M. Druker 5,341 0 0
Stewart R. Dudley 890 0 0
Martin M. Ehrlich 474 0 0
John A. Elliot 671 0 0
Emvest & Co. 10,095 0 0
Robert H. Ewen, Jr. 2,470 0 0
Family Ventures V, L.P. 8,208 0 0
Joseph Felber 705 0 0
Edward E. Finch & Co. 2,470 0 0
First National Bank
fbo Frank J. Stich 1,333 0 0
First Trust Corp.
fbo James H. Belanger 1,262 0 0
First Trust Corp.
fbo Jack Kadis 1,354 0 0
First Trust Corp.
fbo Lawrence Kadis 1,335 0 0
First Trust Corp.
fbo Michael Kadis 1,333 0 0
First Trust Corp.
fbo Douglas P. Klassen 1,344 0 0
Rodger Furse 1,313 0 0
Brian O'N Gallery 10,948 0 0
George P. Gardner, Jr. 2,342 0 0
John L. Gardner, Jr. Trust 537 0 0
Joseph E. Gibbs 1,925 0 0
Carl Giffin 901 0 0
Daljit K. Gill, M.D. 892 0 0
Peter L. Goedecke 892 0 0
Griffith R. Harsh, III 892 0 0
David M. Helpern 3,587 0 0
Walter R. Hess 1,390 0 0
Elizabeth R. Hewitt 1,473 0 0
Mary M. Hines 1,260 0 0
Lee H. Idleman 1,780 0 0
Jonmar & Co. 1,044 0 0
Julian & Eunice Cohen
Investment, L.P. 3,587 0 0
KM Investment Co. 708 0 0
Lawrence and Suellen Kadis 1,427 0 0
Michael Kadis IRA 3,808 0 0
Kenneth M. Kahn 355 0 0
Richard I. Karash 710 0 0
Stephen R. Karp 9,067 0 0
Michael M. Kassen 1,427 0 0
I. Michael Kasser 1,110 0 0
Charles W. Kemp, Jr. 2,691 0 0
H. Kempner Trust 4,173 0 0
Joseph I. Lachman 2,940 0 0
Ronald Lachman 5,414 0 0
Robert Ladd 378 0 0
S. Ramsdell Lee 688 0 0
Mary L. Lentz 719 0 0
Little Moose Trust 16,951 0 0
Bryan H. Lynch 1,435 0 0
Jerrold Marks 2,683 0 0
Louis H. Marks 1,429 0 0
Michael J. McCarthy 1,262 0 0
John V. McManmon 989 0 0
Hobart A. McWhorter, Jr. 962 0 0
Mirza Mehdi 1,902 0 0
Martin E. Messinger 3,558 0 0
Richard J. Moynihan 2,945 0 0
Kenneth Musen 890 0 0
Gordon H. Newman 2,766 0 0
David Nolan 2,945 0 0
Fred E. Nonneman 23,539 0 0
Theodore A. Oatis 2,231 0 0
Patrick O'Hara 1,445 0 0
Harold Osher 11,062 0 0
Daniel P. Paduano 1,777 0 0
Dean P. Phypers 11,062 0 0
Premier Venture
Capital Corporation 7,029 0 0
Michael V. Prentiss 5,278 0 0
Foley, Revy
Investment Co., Inc.
Account: First
Interstate Bank
of Oregon as
Agent for Oregon
Equity Fund 30,300 0 0
William Redmond 672 0 0
Gerald Rothschild 1,320 0 0
Roger T. Servison 1,427 0 0
W. Sydnor Settle 4,899 0 0
Rulon G. Shelley 5,891 0 0
Barbara I. Shook 3,851 0 0
SICO Paging Ltd. 38,867 0 0
Michael Simmons 6,102 0 0
S.J. Financial Corp. 2,281 0 0
William M. Spencer, III 3,615 3,750 *
Eleanor Moore Sterne 1,786 0 0
Sandler Mezzanine
Foreign Partners, L.P. 7,367 0 0
Sandler Mezzanine
Partners, L.P. 34,196 0 0
Sandler Mezzanine
T-E Partners, L.P. 15,333 0 0
Garret G. Thunen 4,940 0 0
Wm. J. Tierney, Jr. IRA 4,899 0 0
T. Rowe Price High
Yield Fund, Inc. 56,900 0 0
T. Rowe Price Strategic
Partners Fund, L.P. 16,050 0 0
T. Rowe Price Strategic
Partners Fund II, L.P. 36,750 0 0
Town Square Shopping Center 1,133 0 0
Alicia H. Urban 472 0 0
Mark J. Waltch 3,615 0 0
Earl D. Weiner 3,945 0 0
Stephen R. Weiner 9,037 0 0
Marie K. Welsh 1,073 0 0
Jonathan Wexler 4,418 0 0
Joel B. Wilder 9,924 0 0
Joel B. Wilder
Children's Trust 10,850 0 0
Joel B. Wilder -
Quechee Trust 1,019 0 0
Arnold Zousmer 1,454 0 0
________________
* Less than 1%.
<FN>
<F1> Does not include shares of Common Stock issuable upon conversion of Series One Preferred Stock or
exercise of warrants.
</TABLE>
All of the Shares covered by this Prospectus are being
offered by or for the account of the persons who acquired them
in
lieu of cash dividends on the Series One Convertible Preferred
Stock. The Shares being offered hereby are, to the best of the
Company's knowledge, still owned by the Selling Shareholders.
The Company has agreed to prepare and file a registration
statement registering the resale of the Shares offered hereby by
the Selling Shareholders and the Company has agreed to use its
best reasonable efforts to have such registration statement
declared effective and to maintain a current prospectus with
respect to such Shares for a period of 36 months from the date
hereof. If the registration statement is not declared effective
by the close of business on June 30, 1995, then commencing on
July 1, 1995, the dividend rate on the Series One Preferred
Stock
will increase at a rate of .5% per annum for the first three
months immediately following June 30, 1995, such dividend rate
to
increase by an additional .5% per annum at the beginning of each
subsequent three month period; provided, however, that the
dividend rate may not exceed 18% per annum. Upon the
effectiveness of this Registration Statement, the dividend rate
will revert to 10% per annum.
With respect to certain relationships between certain of
the Selling Shareholders and the Company, reference is made to
Item 13 of the Company's Annual Report on Form 10-K for the year
ended December 31, 1994 which is incorporated herein by
reference.
Certain of the Selling Shareholders, their associates and
affiliates may from time to time be customers of, engage in
transactions with, and/or perform services for, the Company in
the ordinary business.
The Selling Shareholders may be deemed to be underwriters
under the Securities Act of 1933.
LEGAL OPINION
The legality of the Shares offered hereby will be passed
upon for the Company by Messrs. Stroock & Stroock & Lavan, 7
Hanover Square, New York, New York 10004. Martin H. Neidell, a
member of the firm, is Secretary of the Company.
EXPERTS
The consolidated financial statements and the related
financial statement schedule of Page America Group, Inc.
appearing in Page America Group, Inc.'s Annual Report (Form
10-K)
for the year ended December 31, 1994, have been audited by Ernst
& Young LLP, independent auditors, as set forth in their report
thereon included therein and incorporated herein by reference.
Such financial statements and related financial statement
schedule are incorporated herein by reference in reliance upon
such report given upon the authority of such firm as experts in
accounting and auditing.
<PAGE>
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated expenses in connection with the offering, all
of which will be borne by the Company are as follows:
SEC Registration Fee. . . . . . . . . . . $ 415
American Stock Exchange Listing Fee . . . $ 8,753
Printing Costs . . . . . . . . . . . . . $ 250
Legal Fees and Expenses . . . . . . . . . $ 5,000
Accounting Fees and Expenses . . . . . . $ 5,000
Miscellaneous . . . . . . . . . . . . . $ 582
Total . . . . . $20,000
Item 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's By-Laws provide that, subject to the
conditions and qualifications set forth in the New York Business
Corporation Law, as amended, the Company shall indemnify any
person made or threatened to be made a party to an action,
including an action by or in the right of the Company, by virtue
of the fact that he was an officer or director of the Company or
served in any capacity at its request against judgments, fines,
amounts paid in settlement, and reasonable expenses actually
incurred as a result of such action or any appeal therein,
provided that the director or officer acted in good faith for a
purpose he reasonably believed to be in the Company's best
interests, and, in criminal actions or proceedings, had no
reasonable cause to believe that his conduct was unlawful. The
Company's Certificate of Incorporation contains provisions
limiting or eliminating a director's personal liability to the
Company or its shareholders for damages arising from any breach
of the director's duty to the Company, except if a judgment or
other final adjudication adverse to the director establishes
that
his acts or omissions were in bad faith or involved intentional
misconduct or a knowing violation of law or that such director
personally gained in fact a financial profit or other advantage
to which such director was not legally entitled. New York
Business Corporation Law Sections 402(b), 715(h), 717, and 721
through 726 set forth the indemnification permitted under New
York law.
Item 16. EXHIBITS
*5. Opinion of Stroock & Stroock & Lavan.
23(a). Consent of Stroock & Stroock & Lavan (contained
in Exhibit 5).
**23(b). Consent of Ernst & Young LLP.
24. Power of Attorney (included on signature page)
* Previously filed
** Filed herewith
Item 17. UNDERTAKINGS
(a) 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;
(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;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the registration statement is on Form S-3 or
Form
S-8, and the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed by the registrant pursuant to Section 13 or
Section
15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference 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.
(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) If the registrant is a foreign private issuer, to
file a post-effective amendment to the registration statement to
include any financial statements required by Rule 3-19 of
Regulation S-X at the start of any delayed offering or
throughout
a continuous offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Act, each filing
of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement 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.
(c) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and controlling persons of the registrant pursuant to the fore-
going provisions, or otherwise, 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
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
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 a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-3 and has duly caused this amendment to the registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York, State of New
York, on April 28, 1995.
PAGE AMERICA GROUP, INC.
By: /s/ Steven L. Sinn
Steven L. Sinn,
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this
amendment to the Registration Statement has been signed by the
following persons in the capacities and on the dates indicated:
Signature Title Date
/s/ Steven L. Sinn* Principal Executive April 28, 1995
Steven L. Sinn Officer and Director
/s/ David A. Barry* Director April 28, 1995
David A. Barry
/s/ Michael J. Marocco* Director April 28, 1995
Michael J. Marocco
*By:/s/ Martin H. Neidell
Martin H. Neidell,
attorney-in-fact
Exhibit 23(b)
Consent of Independent Auditors
We consent to the reference to our firm under the caption
"Experts" and to the use of our report dated April 14, 1995, in
Amendment No. 1 to the Registration Statement (Form S-3 No.
33-88960) and related Prospectus of Page America Group, Inc. for
the registration of 437,629 shares of its common stock.
Ernst & Young LLP
Hackensack, New Jersey
April 26, 1995
