SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) January 8, 1999
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 No.)
incorporation)
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
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
On January 8, 1999, Page America Group, Inc. (the "Company") sold in a
private transaction all the shares of Series B Junior Convertible Preferred
Stock of Metrocall, Inc. owned by it for a price of $15.7 million. Of the
proceeds from the sale, $11.1 million was used to repay in full the Company's
obligations to its bank lenders, with the balance added to the Company's cash
reserves. As the result, the Company's credit agreement with its bank lenders
has been terminated. The Company also entered into an amendment with its
subordinated noteholders to extend its forbearance agreement with them from
December 31, 1998 to March 1, 1999.
A copy of the press release announcing the foregoing is attached
hereto.
EXHIBITS
1 Press release issued by the Company on January 11, 1999.
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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.
PAGE AMERICA GROUP, INC.
Dated: January 14, 1999 By: /S/ DAVID A. BARRY
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David A. Barry
Chairman of the Board
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EXHIBIT INDEX
EXHIBIT DESCRIPTION PAGE NO.
1 Press release issued by the Company
January 11, 1999.
Exhibit 1
For further information please contact:
David A. Barry, President
Bariston Partners, LLC
One International Place
Boston, MA 02110
(617) 330-8950
(Boston, MA, January 11, 1999) - Page America Group, Inc. today announced that
it completed the sale of all of its holdings of Series B Convertible Preferred
Stock of Metrocall, Inc. Page America continues to own approximately 3.06
million common shares of Metrocall. Page America also announced that the
Forbearance Agreement with its subordinated lenders had been extended from
December 31, 1998 to March 1, 1999.
Proceeds of $15.7 million from the sale of the preferred stock were used to
fully repay Page America's indebtedness to its banks which totaled $11.1
million, including accrued interest. The $4.6 million balance was added to Page
America's cash reserves. Having eliminated its bank borrowings and created
significant reserves, Page America is no longer in a position where it is
required to sell its Metrocall common shares to satisfy its obligations.
Consistent with Page American's Plan of Liquidation and Distribution as approved
by its shareholders, the Company must now determine the amount of cash reserves
adequate to satisfy future expenses and liabilities. Following this assessment,
the Company will be in a position to make liquidating distributions to its
holders of subordinated debt, preferred stock and common stock.
