SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form ll-K
ANNUAL REPORT
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended March 31, 1997
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to ______________
Commission file number 1-10682
A. Full title of the plan: Page America Group, Inc. Employee Stock
Purchase Plan and Trust
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
PAGE AMERICA GROUP, INC.
C/O Bariston Associates, Inc.
One International Place
Suite 1450
Boston, MA 02110
Telephone No. (617) 330-8950
<PAGE>
1. FINANCIAL STATEMENTS AND SCHEDULES.
The following financial data for the Plan are submitted herewith:
PAGE
Report of Independent Auditors F-1
Statements of Net Assets Available for Plan Benefits-
March 31, 1997 and 1996 F-2 and F-3
Statement of Changes in Net Assets Available for Plan
Benefits - Year ended March 31, 1997 F-4
Notes to Financial Statements F-5, F-6, F-7
and F-8
Item 30a - Schedule of Assets Held for Investment
Purposes - March 31, 1997 F-9
Item 30d - Schedule of Reportable Transactions
Year ended March 31, 1997 F-10
2. EXHIBITS
See Exhibit Index on page 4 hereof for a list of Exhibits filed or
incorporated by reference as part of this report.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees have duly caused this annual report to be signed on its behalf by
the undersigned hereunto duly authorized.
Page America Group, Inc.
Employee Stock Purchase Plan and Trust
/s/ David A. Barry
Date: October 29, 1998 -------------------
David A. Barry
Trustee
<PAGE>
Exhibit Index
Exhibit Method of Sequential
Number Description Filing Page Number
1 Consent of
Independent Filed with 5
Auditors this report
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 33-41887) pertaining to the Page America Group, Inc.
Employee Stock Purchase P1an and Trust and in the related Prospectus of our
report dated May 8, 1998, with respect to the financial statements and
supplemental schedules of the Page America Group, Inc. Employee Stock Purchase
P1an and Trust included in this Annual Report (Form 11-K) for the year ended
March 31, 1997.
ERNST & YOUNG LLP
Hackensack, New Jersey
October 27, 1998
<PAGE>
PAGE AMERICA GROUP, INC.
EMPLOYEE STOCK PURCHASE PLAN AND TRUST
Audited Financial Statements and Supplemental Schedules
Year Ended March 31, 1997
with
Report of Independent Auditors
<PAGE>
PAGE AMERICA GROUP, INC.
EMPLOYEE STOCK PURCHASE PLAN AND TRUST
AUDITED FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
YEAR ENDED MARCH 31, 1997
CONTENTS
Report of Independent Auditors F-1
Financial Statements:
Statements of Net Assets Available for Plan Benefits F-2
Statement of Changes in Net Assets Available for Plan Benefits F-4
Notes to Financial Statements F-5
Supplemental Schedules:
Item 30a -- Schedule of Assets Held for Investment Purposes F-9
Item 30d -- Schedule of Reportable Transactions F-10
Party-In-Interest Transactions:
(A schedule of party-in-interest transactions has not been
presented because there were no party-in-interest transactions
which are prohibited by Employee Retirement Income Security Act of 1974
("ERISA") Section 406 and for which there is no statutory or administrative
exemption.)
<PAGE>
Report of Independent Auditors
Administrators of Page America Group, Inc.
Employee Stock Purchase Plan and Trust
We have audited the accompanying statements of net assets available for plan
benefits of the Page America Group, Inc. Employee Stock Purchase Plan and Trust
as of March 31, 1997 and 1996, and the related statement of changes in net
assets available for plan benefits for the year ended March 31, 1997. These
financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the Plan's net assets available for plan benefits at
March 31, 1997 and 1996, and the changes in its net assets available for plan
benefits for the year ended March 31, 1997, in conformity with generally
accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedules of assets
held for investment purposes at March 31, 1997 and reportable transactions for
the year then ended, are presented for purposes of complying with the Department
of Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974, and are not a required part of the
financial statements. The Fund Information in the statements of net assets
available for plan benefits and the statement of changes in net assets available
for plan benefits is presented for purposes of additional analysis rather than
to present the net assets available for plan benefits and changes in net assets
available for plan benefits of each fund. The supplemental schedules and Fund
Information have been subjected to the auditing procedures applied in our audits
of the financial statements and, in our opinion, are fairly stated in all
material respects in relation to the financial statements taken as a whole.
Ernst & Young LLP
Hackensack, New Jersey
May 8, 1998
PAGE AMERICA GROUP, INC.
EMPLOYEE STOCK PURCHASE PLAN AND TRUST
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
MARCH 31, 1997
<TABLE>
<CAPTION>
GUARANTEED BOND AND STOCK INTERNATIONAL
INTEREST US STOCK MORTGAGE INDEX STOCK COMPANY LOAN
ASSETS ACCOUNTS ACCOUNT ACCOUNT ACCOUNT ACCOUNT STOCK ACCOUNT OTHER TOTAL
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Investments held by
Principal Mutual Life
Insurance Co.:
At fair value $237,698 $158,015 $227,929 $ 97,400 $721,042
At contract value $522,271 522,271
Page America Group, Inc.
Common Stock at fair value
(223,102 shares) $3,486 3,486
Plan participant loans
receivable $68,043 68,043
Other $18,366 18,366
-------- -------- --------- --------- -------- -------- ------- -------- ---------
Total assets 522,271 237,698 158,015 227,929 97,400 3,486 68,043 18,366 1,333,208
LIABILITIES
Excess contribution refunds
payable to
employees 2,339 2,123 219 546 547 5,774
------- ------- ------- ------- ------- ------- ------- ------- ---------
Total liabilities 2,339 2,123 219 546 547 0 0 0 5,774
NET ASSETS AVAILABLE
FOR PLAN BENEFITS $519,932 $235,575 $157,696 $227,383 $96,853 $3,486 $68,043 $18,336 $1,327,434
========= ========= ======== ========== ========= ======== ======= ====== ==========
</TABLE>
The accompanying notes are an integral part of these statements
<PAGE>
PAGE AMERICA GROUP, INC.
EMPLOYEE STOCK PURCHASE PLAN AND TRUST
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
MARCH 31, 1997
<TABLE>
<CAPTION>
GUARANTEED BOND AND STOCK INTERNATIONAL
INTEREST US STOCK MORTGAGE INDEX STOCK COMPANY LOAN
ASSETS ACCOUNTS ACCOUNT ACCOUNT ACCOUNT ACCOUNT STOCK ACCOUNT OTHER TOTAL
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Investments held by
Principal Mutual Life
Insurance Co.:
At fair value $239,535 $253,592 $ 87,963 $55,333 $636,423
At contract value $482,599 482,599
Page America Group, Inc.
Common Stock at fair
value $34,506 34,506
(184,030 shares)
Plan participant loans
receivable $85,351 85,351
Other $15,748 $ 15,748
-------- -------- -------- ------- ------- ------- ------- ------- ---------
Total investments 482,599 239,535 253,592 87,963 55,333 34,506 85,351 15,748 1,254,627
Contributions receivable 13,733 13,733
-------- -------- -------- ------- ------- ------- ------- ------- ---------
Total assets 482,599 239,535 253,592 87,963 55,333 48,239 85,351 15,748 1,268,360
LIABILITIES
Excess contribution
refunds payable:
Employees 381 1,575 3,550 894 2,321 2,525 11,246
Employer 8,456 8,456
-------- -------- -------- ------- ------- ------- ------- ------- ---------
Total liabilities 381 1,575 3,550 894 2,321 10,981 0 0 19,702
NET ASSETS AVAILABLE
FOR PLAN BENEFITS $482,218 $237,960 $250,042 $87,069 $53,012 $37,258 $85,351 $15,748 $1,248,658
========= ========= ======== ========== ========= ======== ======= ======= ==========
</TABLE>
The accompanying notes are an integral part of these statements
<PAGE>
PAGE AMERICA GROUP, INC.
EMPLOYEE STOCK PURCHASE PLAN AND TRUST
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
MARCH 31, 1997
<TABLE>
<CAPTION>
INVESTMENTS HELD BY
PRINCIPAL MUTUAL LIFE INSURANCE CO. PAGE PLAN
---------------------------------------------------------------- AMERICA PARTICIPANT
GUARANTEED BOND AND STOCK INTERNATIONAL GROUP, INC. LOANS
INTEREST US STOCK MORTGAGE INDEX STOCK COMMON RECEIVABLE
ASSETS ACCOUNTS ACCOUNT ACCOUNT ACCOUNT ACCOUNT STOCK ACCOUNT OTHER TOTAL
-------- -------- --------- -------- ------------ ----------- ----------- ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Additions
Participants'
contributions $77,757 $ 20,979 $ 23,949 $ 13,347 $ 10,172 - - $ 2,657 $ 148,861
Loan repayments 26,234 6,792 2,060 1,455 3,816 - ($40,357) - 0
Income from
investments 31,222 49,409 12,718 21,581 15,339 - 7,752 1,077 139,098
Transfers among
funds (48,491) (36,110) (108,062) 109,075 33,251 - - 50,337 0
----------- ---------- ---------- ---------- -------- ---------- ---------- ---------- --------
86,722 41,070 (69,335) 145,458 62,578 - (32,605) 54,071 287,959
Deductions:
Distributions to
participants 24,506 43,086 22,659 4,993 18,622 $ 446 5,703 51,418 171,433
Administrative
expenses 1,158 369 252 151 115 35 2,080
Loan withdrawals 21,000 - - - - (21,000) 0
----------- ---------- ---------- ---------- -------- ---------- ---------- ---------- --------
46,664 43,455 22,911 5,144 18,737 446 (15,297) 51,453 173,513
Net realized and
unrealized
appreciation
(depreciation)
in fair value of
investments (2,344) - - - - (33,326) - - (35,670)
----------- ---------- ---------- ---------- -------- ---------- ---------- ---------- --------
Net increase
(decrease) 37,714 (2,385) (92,246) 140,314 43,841 (33,772) (17,308) 2,618 78,776
Net assets
available for
plan benefits
at beginning
of year 482,218 237,960 250,042 87,069 53,012 37,258 85,351 15,748 1,248,658
----------- ---------- ---------- ---------- -------- ---------- ---------- -------- ----------
Net assets
available for
plan benefits at
end of year $519,932 $235,575 $157,796 $227,383 $96,853 $ 3,486 $ 68,043 $18,366 $1,327,434
=========== ========== ========= ========= ======== ======== ========= ======== ===========
</TABLE>
The accompanying notes are an integral part of these statements
<PAGE>
PAGE AMERICA GROUP, INC.
EMPLOYEE STOCK PURCHASE PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1997
NOTE 1 - DESCRIPTION OF THE PLAN
Page America Group, Inc. (the "Company") has maintained an Employee Stock
Purchase Plan and Trust (the "Plan") since April 1984 (See Note 4 regarding the
termination of the Plan subsequent to year-end). The Plan is a defined
contribution plan which includes a 401(k) Savings Plan. The purpose of the Plan
is to encourage and assist employees in following a systematic savings program
and to provide an opportunity for employees to become shareholders of the
Company. All employees are eligible to participate after completing ninety days
of employment. The Plan is subject to the provisions of the Employee Retirement
Income Security Act of 1974 ("ERISA") and is not subject to the minimum funding
requirements. The Plan is managed and administered by the Principal Financial
Group ("Principal"). Principal offers the following investment options: 2-year
and 7-year guaranteed interest accounts issued by Principal and pooled separate
accounts consisting of a bond and mortgage account, a U.S. stock account and a
stock index account.
Contributions: Eligible employees who are members of the Plan can authorize
payroll deductions to contribute to the Plan. In the Basic portion of the Plan,
the participant may contribute 1% to 4% of compensation on an after-tax basis
(the "Basic Contributions"). In the 401(k) Savings Plan, the participant has the
opportunity to defer an additional portion of compensation on a pre-tax basis
(the "Deferral Contributions") in increments of 1% subject to certain
limitations of the Internal Revenue Code (the "Code"). The Company contributes
on behalf of each participant an amount equal to 100% of the participant's Basic
Contributions and 25% of the participant's Deferral Contributions ("Matching
Contributions"). In addition, the Company may make additional discretionary
contributions ("Supplemental Contributions") to the Plan, on behalf of
participants who are not "highly compensated employees" as defined in the Code,
in an amount to be determined by the Board of Directors in its discretion. There
were no supplemental contributions made to the plan during the year ended March
31, 1997. In order for a participant to be eligible for Supplemental or Matching
Contributions, the participant must be credited with at least 1,000 hours of
service during the plan year and be still employed by the Company on March 31.
All contributions made under the Plan are held in trust. Until March 29, 1996,
Matching and Basic Contributions were invested in common stock of the Company.
Thereafter, Matching and Basic Contributions are invested in a 7-year guaranteed
interest account issued by Principal. Deferral and Supplemental Contributions
may be invested in Company common stock or other investments maintained by the
trustee as the participant elects. Plan earnings are allocated to each
participant in the same proportion that the participant's interest in an
investment account bears to the value of all participants' interests in that
investment account
Forfeitures: Forfeited Matching Contributions are allocated to Plan participants
based on each participant's salary as a percent of total participant salaries or
are used to offset employer Matching Contributions, at the option of the
Company.
<PAGE>
PAGE AMERICA GROUP, INC.
EMPLOYEE STOCK PURCHASE PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 1997
Vesting Participants are fully vested at all times in the value of their
accounts attributed to Basic and Deferral Contributions. Participants become 20%
vested in the value of their accounts attributed to Matching and Supplemental
Contributions after completion of two years of service, 30% after three years of
service, 40% after four years of service and an additional 20% becomes vested
for each year of service completed thereafter. In addition, participants become
100% vested in the value of their accounts attributed to Matching and
Supplemental Contributions upon death, disability or normal retirement age of
65. Distributions generally may be made upon retirement, permanent disability,
death or other termination of employment.
Loans: Participants are generally able to borrow from their accumulated balance
after approval by the Trustees. The participant may borrow the lesser of $50,000
or 50% of the vested balance with a minimum account value of $2,000. Loans are
repayable over a period of five years. However, if the participant borrows to
finance the purchase of a principal residence, the loan may be repaid within a
reasonable period of time, as fixed by the trustees at the time the loan is
made. Interest is fixed at the time of granting the loan. For loans issued in
the year ended March 31, 1997, the interest rate was 10.25%.
Administrative Expenses: All expenses related to the administration of the Plan
are paid by the Company except for one-time fees upon grant of loans and
quarterly maintenance fees which are charged to the participants.
Taxation Status of Plan: The Internal Revenue Service has determined that the
Plan qualifies under Section 401(a) of the Code and that its related trust is
not subject to tax under Section 501(a) of the Code. The Plan and related trust
must be operated in conformity with the Code to maintain qualification. The Plan
Administrators are not aware of any course of action, series of events, or
amendments that might adversely affect the qualified status of the Plan and
related trust.
The foregoing description of the Plan provides only general information. For
more detailed information about the Plan, refer to the Plan's summary
description booklet. Copies of this booklet are available from the Plan
Administrator.
NOTE 2 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The preparation of the Plan financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect amounts reported in the financial statements and
accompanying notes. Such estimates and assumptions could change in the future as
more information becomes known which could impact the amounts reported and
disclosed herein.
The accounting records of the Plan are maintained on the accrual basis whereby
all income, costs and expenses are recorded when earned or incurred.
<PAGE>
PAGE AMERICA GROUP, INC.
EMPLOYEE STOCK PURCHASE PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 1997
Investments of the Plan consist of accounts held by Principal and investments in
Page America Group, Inc. common stock.
Investments in the guaranteed interest accounts are recorded on the basis of
cost, but are stated at contract value. Contract value represents contributions
made, plus interest at contract rate and transfers, less distributions. At March
31, 1997, the contract value of the guaranteed interest account approximates
fair value. The weighted average yields for the year ended March 31, 1997 for
the 2 year and 7 year guaranteed interest accounts are 5.6% and 7.5%,
respectively. The weighted average crediting interest rates at March 31, 1997
are 5.47% and 6.51%, respectively.
Investments in pooled separate accounts are based on the quoted redemption value
on the last business day of the plan year. Investments in Company common stock
are presented at fair value, determined by quoted market prices through March
1997 (See Note 4). Income from investments reported for the pooled separate
accounts includes interest and dividend income as well as realized and
unrealized appreciation and depreciation.
NOTE 3 -- INVESTMENTS
Individual investments that represent 5% or more of the fair value of net assets
available for benefits at March 31, 1997 and 1996 are as follows:
1997 1996
---- ----
Investments held by Principal:
U.S. Stock Account $237,698 $239,535
Private Market Bond and Mortgage Account 158,015 253,592
Stock Index Account 227,929 87,963
International Stock Account 97,400 0
Guaranteed Interest Accounts:
2-yr. Accounts, maturing 3/31/96 0 108,034
2-yr. Accounts, maturing 3/31/97 109,136 120,403
2-yr. Accounts, maturing 3/31/98 95,370 0
7-yr. Accounts, maturing 3/31/98 147,767 137,199
The guaranteed interest accounts are subject to a termination penalty if
withdrawn before maturity. During the year ended March 31, 1997, the Plan's
investment in Page America Group, Inc. common stock depreciated in value by
$33,326.
<PAGE>
PAGE AMERICA GROUP, INC.
EMPLOYEE STOCK PURCHASE PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 1997
NOTE 4 -- SUBSEQUENT EVENT
On July 1, 1997, the Company sold substantially all of its assets to Metrocall,
Inc. ("Metrocall") for a sale price (as adjusted) of approximately $60.7 million
including the assumption of $2.2 million of liabilities. Page America received
$24.8 million in cash, $15 million of Series B Junior Convertible Preferred
Stock of Metrocall and $18.7 million of Common Stock of Metrocall. As a result
of the sale, the Company discontinued all of its operations and no longer
engages in the paging business. In connection with this transaction, the Company
adopted a plan of complete liquidation and dissolution of the corporate entity
which became effective with the completion of the Metrocall sale. Accordingly,
on July 1, 1997, the Company changed from the going concern basis of accounting
to the liquidation basis of accounting. The value of the assets to be available
for payment of its liabilities and distribution to Page America shareholders
upon liquidation cannot be ascertained at this time and will depend among other
things, on the total amount of its liabilities, the market value of the
Metrocall Common Stock, and the value of the Preferred Stock.
In connection with this event, the Company terminated its Plan on July 1, 1997.
The assets of the Plan continue to be invested according to the participants'
instructions. The Plan will distribute all of its assets upon receiving a
favorable determination letter from the Internal Revenue Service.
<PAGE>
PAGE AMERICA GROUP, INC.
EMPLOYEE STOCK PURCHASE PLAN AND TRUST
Item 30a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
YEAR ENDED MARCH 31, 1997
Identity of Issue and Description Number of Contract
Investment Shares Cost or
- --------------------------------- --------- ----- Fair Value
----------
Held by Principal Mutual Life Insurance:
Guaranteed Interest Accounts
2-yr. Accounts, maturing 3/31/97 $109,135 $109,135
2-yr. Accounts, maturing 3/31/98 95,370 95,998
7-yr. Accounts, maturing 3/31/98 147,767 147,767
7-yr. Accounts, maturing 3/31/99 31,188 31,189
7-yr. Accounts, maturing 3/31/00 33,609 32,871
7-yr. Accounts, maturing 3/31/01 28,056 28,056
7-yr. Accounts, maturing 3/31/02 18,400 17,783
7-yr. Accounts, maturing 3/31/03 61,090 60,482
---------- ---------
524,615 522,271
U.S. Stock Account 771 152,019 237,698
Private Market Bond and Mortgage
Account 382 127,414 158,015
Stock Index Account 8,842 181,799 227,929
International Stock Account 3,488 79,899 97,400
Page America Group, Inc. Common Stock 223,102 650,790 3,486
Plan Participant Loans Receivable, at
interest rates of 5.9% to 12.9% 68,043 68,043
Other 430 17,416 18,366
------------ -----------
$1,801,995 $1,333,208
============ ===========
<PAGE>
PAGE AMERICA GROUP, INC.
EMPLOYEE STOCK PURCHASE PLAN AND TRUST
Item 30d - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED MARCH 31, 1997
<TABLE>
<CAPTION>
NUMBER NUMBER NUMBER TOTAL. TOTAL NET
OF OF OF PURCHASE SELLING GAIN
DESCRIPTION OF ASSETS PURCHASES SALES SHARES PRICE COST PRICE (LOSS)
- --------------------- ---------- -------- --------- -------- ---- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Category (iii)-A series
of transactions in excess
of 5% of plan assets:
Principal Mutual Life
Insurance: Guaranteed
Interest Account 46 38 $169,388 $158,473 $158,473 $ 0
Bond and Mortgage
Account 41 34 29,547 111,615 137,843 26,228
Stock Index Account 45 14 128,338 7,785 9,957 2,172
U.S. Stock Account 44 26 51,974 65,693 103,223 37,530
International Stock
Account 44 18 60,714 27,924 33,985 6,061
Money Market Account 31 10 58,820 57,701 58,986 1,285
There were no category (i), (ii) or (iv) reportable transactions during 1997
</TABLE>
