SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------------
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) July 1, 1997
PAGE AMERICA GROUP, INC.
(Exact name of registrant as specified in charter)
NEW YORK 1-10682 13-2865787
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) No.)
c/o Bariston Associates, Inc.
One International Place, Boston, Massachusetts 02110
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (617) 330-8950
125 State Street, Hackensack, New Jersey 07601
(Former name or former address, if changed since last report)
<PAGE>
Item 2. Disposition of Assets.
On July 1, 1997, the Company sold substantially all of its assets and
certain of its liabilities to Metrocall, Inc. The purchase price of $58.5
million consisted of $24.5 million of cash, $15 million of Series B Junior
Convertible Preferred Stock and $19 million of Common Stock of Metrocall, Inc.
Proceeds from the sale have been used as follows: a) $19.3 million to repay
current maturities of long-term debt; b) $1.8 million towards accrued interest
and accounts payable; and c) $1.0 million for transaction costs.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired
Not applicable
(b) Proforma Financial Information
The following unaudited proforma condensed consolidated financial
statements are filed with this report:
Unaudited Proforma Condensed Consolidated Balance Sheet as of June 30, 1997
Unaudited Proforma Condensed Consolidated Statements of Operations
Year ended December 31, 1996
Six months ended June 30, 1997
The unaudited proforma condensed consolidated balance sheet of Registrant
as of June 30, 1997 reflects the financial position of Registrant after giving
effect to the disposition of substantially all of the assets and liabilities,
acquired or assumed, of the Company and assumes the disposition took place on
June 30, 1997. The unaudited proforma condensed consolidated statements of
operations for the year ended December 31, 1996 and six months ended June 30,
1997 assumes that the disposition occurred on January 1, 1996, and are based on
the operations of the Registrant for the year ended December 31, 1996 and six
months ended June 30, 1997. Such unaudited proforma condensed consolidated
financial statements also reflect the use of proceeds to reduce the existing
senior bank credit facility, accrued interest, transaction costs and other
accounts payable.
The unaudited proforma condensed consolidated financial statements have
been prepared by Registrant based upon assumptions deemed proper by it. The
unaudited proforma condensed consolidated financial statements presented here
are shown for illustrative purposes only and are not necessarily indicative of
the future financial position or future results of operations of Registrant or
the results that would have actually occurred had the transaction been in effect
for the periods presented. In addition, it should be noted that the Registrant's
financial statements will reflect the dispositions only from the actual closing
date.
<PAGE>
The unaudited proforma condensed consolidated financial statements should be
read in conjunction with the historical financial statements and related notes
of Registrant.
(c) Exhibits
Not Applicable
SIGNATURE
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 as of the date indicated.
PAGE AMERICA GROUP, INC.
Dated: September 15, 1997 By: /s/ David A. Barry
David A. Barry
President and Chairman
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<TABLE>
<CAPTION>
PAGEAMERICA GROUP, INC.
Unaudited Proforma Condensed Consolidated Balance Sheet
As of June 30, 1997
(in thousands)
Historical Proforma Proforma
Page America Adjustments Amounts
------------- ----------- ---------
ASSETS
<S> <C> <C> <C>
Current assets
Cash and cash equivalents $623 $2,449 (a) $3,072
Accounts receivable 326 326
Prepaid expenses and other current assets 113 113
Assets held for sale, net of liabilities assumed 34,102 (34,102)(b) 0
--------- --------- --------
Total current assets 35,164 (31,653) 3,511
Other assets 473 (473)(b) 0
Equity investments 33,979 (a) 33,979
---------- --------- --------
473 33,506 33,979
----------- --------- --------
$35,637 $1,853 $37,490
=========== ========= ========
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current liabilities
Current maturities of long-term debt $52,448 ($19,260)(a) $33,188
Accounts payable and accrued expenses 5,205 (1,832)(a) 3,373
Dividends payable 4,295 (4,295)(c) 0
---------- --------- ---------
Total current liabilities 61,948 (25,387) 36,561
Long-term debt, less current maturities -- --
Shareholders' equity (deficit)
series one convertible preferred stock 30,068 30,068
Common stock 1,602 1,602
Paid-in capital 53,499 53,499
Accumulated deficit (111,480) 27,240 (a)(b)(c) (84,240)
------------ --------- --------
(26,311) 27,240 929
------------ --------- --------
$35,637 $1,853 $37,490
============ ========= =========
</TABLE>
Notes to the unaudited proforma condensed consolidated balance sheet as of June
30, 1997:
(a) To reflect the cash proceeds of $24.5 million, $15.0 million of Series
B Junior Convertible Preferred Stock and $19 million of Common Stock of
Metrocall, Inc. received from the sale of the Company's paging
operations to Metrocall, Inc. and the use of proceeds as follows:
a) $19.3 million to repay current maturities of long-term debt;
b) $2.6 million to pay accrued interest and accounts payable (offset by
$771,000 transaction costs accrued); and (c)
$654,000 for transaction costs.
(b) To reflect the acquisition of substantially all of the Company's paging
assets and assumption of liabilities by Metrocall, Inc.
(c) To reflect the agreement with the Series One Preferred Shareholders to
waive the payment of accrued dividends.
<PAGE>
<TABLE>
<CAPTION>
PAGE AMERICA GROUP, INC.
Unaudited Proforma Condensed Consolidated Statement of Operations
Year Ended December 31, 1996
(in thousands)
Historical Proforma Proforma
Page America Adjustments Results
------------- ----------- --------
<S> <C> <C> <C>
Revenues $0 $0
------------ ----------- ---------
Expenses
Sales, administrative and general 1,403 (970) (a) 433
Interest 6,141 (1,559) (b) 4,582
Other 573 573
------------ ----------- ---------
Total expenses 8,117 (2,529) 5,588
Dividend income 2,100 (c) 2,100
------------ ----------- --------
Net loss from continuing operations (8,117) 4,629 (3,488)
Net gain from discontinued operations 7 (7) (d) 0
------------ ---------- --------
NET LOSS ($8,110) $4,622 ($3,488)
============ ========== =========
</TABLE>
<TABLE>
<CAPTION>
PAGE AMERICA GROUP, INC.
Unaudited Proforma Condensed Consolidated Statement of Operations
Six Months Ended June 30, 1997
(in thousands)
Historical Proforma Proforma
Page America Adjustments Results
------------ ------------ -----------
<S> <C> <C> <C>
Revenues $0 $ 0
------------ ---------- -----------
Expenses
Sales, administrative and general 671 (479) (a) 192
Interest 3,045 (794) (b) 2,251
Other 106 106
------------- ----------- ----------
Total expenses 3,822 (1,273) 2,549
Dividend income 1,050 (c) 1,050
-------------- ----------- ----------
Net loss from continuing operations (3,822) 2,323 (1,499)
Net loss from discontinued operations (307) 307 (d) 0
-------------- ----------- ---------
NET LOSS ($4,129) $2,630 ($1,499)
============== =========== ==========
</TABLE>
<PAGE>
Notes to the unaudited proforma condensed consolidated statements of operations
for six months ended June 30, 1997 and year ended December 31, 1997:
(a) To reflect reduction of expenses related to officers and employees
terminated as a result of the sale to Metrocall, Inc.
(b) Reduction in interest expense resulting from the use of proceeds to pay
down $19.3 million of the Company's debt.
(c) To reflect dividend income from the $15.0 million Series B Junior
Convertible Preferred Stock of Metrocall, Inc.
(d) To eliminate the operating results of paging operations sold to Metrocall,
Inc. effective January 1, 1996.
