SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended March 31, 1998
[ ] 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, 1998 and 1997 F-2 and F-3
Statement of Changes in Net Assets Available for Plan
Benefits - Year ended March 31, 1998 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, 1998 F-9
Item 30d - Schedule of Reportable Transactions-
Year ended March 31, 1998 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
Date: January 13, 1999 /s/ David A. Barry
-------------------
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
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 Plan and Trust and in the related Prospectus of our report dated
January 8, 1999, with respect to the financial statements and supplemental
schedules of the Page America Group, Inc. Employee Stock Purchase Plan and Trust
included in this Annual Report (Form 11-K) for the year ended March 31, 1998.
ERNST & YOUNG LLP
Hackensack, New Jersey
January 13, 1999
<PAGE>
PAGE AMERICA GROUP, INC.
EMPLOYEE STOCK PURCHASE PLAN AND TRUST
AUDITED FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
YEAR ENDED MARCH 31, 1998
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, 1998
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, 1998 and 1997, and the related statement of changes in net
assets available for plan benefits for the year ended March 31, 1998. 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 benefits at March 31,
1998 and 1997, and the changes in its net assets available for benefits for the
year ended March 31,1998, in conformity with generally accepted accounting
principles.
Our audits were performed 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 as of March 31, 1998 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.
As described in Note 4, the Company terminated the Plan effective June 30, 1997.
In accordance with generally accepted accounting principles, the Plan has
changed its basis of accounting used to determine the amounts at which the
accumulated benefit information is stated, from the ongoing plan basis used in
presenting the 1997 financial statements to the liquidation basis used in
presenting the 1998 financial statements.
ERNST & YOUNG LLP
Hackensack, New Jersey
January 8, 1999
<PAGE>
PAGE AMERICA GROUP, INC.
EMPLOYEE STOCK PURCHASE PLAN AND TRUST
<TABLE>
<CAPTION>
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
MARCH 31, 1998
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 $322,032 $157,030 $374,494 $108,826 $962,382
At contract value $519,076 519,076
Page America Group, Inc.
Common Stock at fair
value
(212,870 shares) $13,304 13,304
Plan participant
loans receivable $54,576 54,576
Other $19,711 19,711
-------- -------- -------- -------- -------- ------- -------- ------- ---------
Total assets 519,076 322,032 157,030 374,494 108,826 13,304 54,576 19,711 1,569,049
LIABILITIES
Excess contribution
refunds payable to
employees 1,613 396 124 278 77 2,488
-------- -------- -------- -------- -------- ------- -------- ------- ---------
Total liabilities 1,613 396 124 278 77 0 0 0 2,488
NET ASSETS AVAILABLE
FOR PLAN BENEFITS $517,463 $321,636 $156,906 $374,216 $108,749 $13,304 $54,576 $19,711 $1,566,561
======== ======== ======== ======== ======== ======= ======= ======= ==========
</TABLE>
The accompanying notes are an integral part of these statements
<PAGE>
PAGE AMERICA GROUP, INC.
EMPLOYEE STOCK PURCHASE PLAN AND TRUST
<TABLE>
<CAPTION>
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
MARCH 31, 1997
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
(184,030 shares) $3,486 3,486
Plan participant
loans receivable $68,043 68,043
Other $18,366 18,366
-------- -------- -------- -------- -------- ------- -------- ------- ---------
Total 522,271 237,698 158,015 227,929 97,400 3,486 68,043 18,366 1,333,208
investments
LIABILITIES
Excess contribution
refunds payable:
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 $157,796 $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>
<TABLE>
<CAPTION>
PAGE AMERICA GROUP, INC.
EMPLOYEE STOCK PURCHASE PLAN AND TRUST
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
MARCH 31, 1998
INVESTMENTS HELD BY
_______________PRINCIPAL MUTUAL LIFE INSURANCE CO._____________________
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>
Additions
Participants'
contributions $ 13,090 $ 3,169 $ 3,362 $ 5,523 $ 1,329 - - $ 353 $26,826
Loan repayments 12,338 1,420 1,182 689 421 - ($16,050) - -
Income from
investments 34,268 86,410 19,823 116,639 22,814 - 3,071 1,451 284,476
Transfers among funds (30,666) 19,616 (19,028) 27,568 960 - - 1,550 -
-------- -------- -------- -------- -------- ------- -------- ------- ---------
29,030 110,615 5,339 150,419 25,524 - (12,979) 3,354 311,302
Deductions:
Distributions to
participants 31,029 20,765 6,077 3,444 13,553 $ 160 8,288 1981 85,297
Administrative expenses 854 289 152 142 75 - - 28 1,540
Loan withdrawals 4,300 3,500 - - - - (7,800) - -
-------- -------- -------- -------- -------- ------- -------- ------- ---------
36,183 24,554 6,229 3,586 13,628 160 488 2,009 86,837
Net realized and
unrealized appreciation
(depreciation)
in fair value of
investments 4,684 - - - - 9,978 - - 14,662
-------- -------- -------- -------- -------- ------- -------- ------- ---------
Net increase (decrease) (2,469) 86,061 (890) 146,833 11,896 9,818 (13,467) 1,345 239,127
Net assets available for
plan benefits at
beginning of year 519,932 235,575 157,796 227,383 96,853 3,486 68,043 18,366 1,327,434
-------- -------- -------- -------- -------- ------- -------- ------- ---------
Net assets available for
plan benefits at end
of year $517,463 $321,636 $156,906 $374,216 $108,749 $13,304 $54,576 $19,711 $1,566,561
======== ======== ======== ======== ======== ======= ======= ======= ==========
</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, 1998
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). 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, a stock index account and an
international stock 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, 1998. 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.
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, 1998, 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.
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, 1998, the contract value of the guaranteed interest account approximates
fair value. The weighted average yields for the year ended March 31, 1998 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, 1998
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
1998 (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, 1998 and 1997 are as follows:
1998 1997
----- ----
Investments held by Principal:
U. S. Stock Account $322,032 $237,698
Private Market Bond and Mortgage Account 157,030 158,015
Stock Index Account 374,494 227,929
International Stock Account 108,826 97,400
Guaranteed Interest Accounts:
2-yr. Accounts, maturing 3/31/97 0 109,136
2-yr. Accounts, maturing 3/31/98 86,374 95,370
7-yr. Accounts, maturing 3/31/98 160,063 147,767
2-yr. Accounts, maturing 3/31/99 84,207 0
The guaranteed interest accounts are subject to a termination penalty if
withdrawn before maturity. During the year ended March 31, 1998, the Plan's
investment in Page America Group, Inc. common stock appreciated in value by
$9,978.
<PAGE>
PAGE AMERICA GROUP, INC.
EMPLOYEE STOCK PURCHASE PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1998
NOTE 4 - SALE OF COMPANY ASSETS AND PLAN TERMINATION
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 June 30, 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 the Plan on June 30, 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, 1998
<TABLE>
<CAPTION>
IDENTITY OF ISSUE AND NUMBER OF CONTRACT OR
DESCRIPTION OF INVESTMENT SHARES COST FAIR VALUE
<S> <C> <C> <C>
Held by Principal Mutual Life Insurance:
Guaranteed Interest Accounts
2 - yr. Accounts, maturing 3/31/98 $ 86,374 $ 86,374
7 - yr. Accounts, maturing 3/31/98 160,063 160,063
2 - yr. Accounts, maturing 3/31/99 84,207 84,207
7 - yr. Accounts, maturing 3/31/99 33,310 33,310
7 - yr. Accounts, maturing 3/31/00 29,278 29,278
7 - yr. Accounts, maturing 3/31/01 30,170 30,170
7 - yr. Accounts, maturing 3/31/02 19,410 19,410
7 - yr. Accounts, maturing 3/31/03 62,994 62,994
7 - yr. Accounts, maturing 3/31/04 13,270 13,270
--------- -----------
519,076 519,076
U.S. Stock Account 763 162,770 322,032
Private Market Bond and Mortgage Account 338 114,049 157,030
Stock Index Account 9,854 213,212 374,494
International Stock Account 3,110 72,111 108,826
Page America Group, Inc. Common Stock 212,870 621,580 13,304
Plan Participant Loans Receivable, at interest
rates of 5.9% to 12.9% 54,576 54,576
Other 422 17,543 19,711
---------- ----------
$1,774,917 $1,569,049
========== ==========
</TABLE>
PAGE AMERICA GROUP, INC.
EMPLOYEE STOCK PURCHASE PLAN AND TRUST
Item 30d - SCHEDULE OF REPORTABLE TRANSACTIONS
Year ended March 31, 1998
<TABLE>
<CAPTION>
NUMBER TOTAL. TOTAL
NUMBER OF NUMBER OF OF PURCHASE SELLING NET GAIN
DESCRIPTION OF ASSETS PURCHASES SALES SHARES PRICE COST PRICE (LOSS)
--------------------- --------- --------- ------ -------- ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
Category (i) Individual
transactions in excess
of 5% of Plan assets:
Principal Mutual Life
Insurance - Guaranteed 1 1 $90,889 $109,136 $109,136 $0
Interest Account
Category (iii) A series
of transactions in excess
of 5% of plan assets:
Principal Mutual Life
Insurance: Guaranteed 21 25 $123,875 $163,317 $163,317 $0
Interest Account
There were no category (ii) or (iv) reportable transactions during 1998
</TABLE>
