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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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): April 1, 1995
PRONET INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-16029 75-1832168
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(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification Number)
incorporation)
600 Data Drive
Suite 100
Plano, Texas 75075
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(Address of principal (Zip Code)
executive offices)
Registrant's telephone number,
including area code: (214) 964-9500
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Item 2. ACQUISITION OR DISPOSITION OF ASSETS
Effective April 1, 1995, Contact Communications Inc., a Delaware
corporation ("Contact") and wholly-owned subsidiary of ProNet Inc. (the
"Company"), completed the acquisition of substantially all of the paging assets
of Carrier Paging Systems, Inc., a New York corporation ("Carrier"), for
approximately $6.5 million, comprised of approximately $3.5 million paid in cash
at closing and a $3.0 million deferred payment which is due and payable on or
before April 1, 1996, and is payable, at the Company's discretion, either in
shares of common stock of the Company, or cash, pursuant to an Asset Purchase
Agreement dated as of December 5, 1994, by and among Carrier, Carrier
Communications Corp. ("Communications"), Rick Kaminer, and Harry Lowenthal
(collectively, the "Shareholders" and, together with Carrier and Communications,
the "Sellers") and Contact. Concurrently with the closing of the Carrier
acquisition, Contact entered into noncompetition agreements with the Sellers.
Carrier is a provider of commercial paging services and serves more than
31,000 subscribers in the greater New York area. The assets acquired include
substantially all of the accounts receivable, pager inventories and property and
equipment that are used in the conduct of such radio paging system business.
Contact intends to continue to use the assets acquired from Carrier to provide
paging services and does not intend to devote such assets to other purposes.
The Company borrowed approximately $3.5 million in cash to fund the Carrier
acquisition under an Amended and Restated Credit Agreement dated as of February
9, 1995, by and between The First National Bank of Chicago, as Agent and the
Company. The consideration paid for the acquired assets of Carrier was
determined through arm's length negotiations between Contact and the Sellers.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED. It is impracticable to file
the financial statements required by this Item 7(a) at this time because such
statements are not available. The Company will file such statements as soon as
practicable, but not later than 60 days following April 17, 1995.
(b) PRO FORMA FINANCIAL INFORMATION. It is impracticable to file the pro
forma financial information required by this Item 7(b) at this time because such
statements are not available. The Company will file such information as soon as
practicable, but not later than 60 days following April 17, 1995.
(c) EXHIBITS.
[none]
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SIGNATURE
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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 hereunto duly authorized.
PRONET INC.
(Registrant)
Date: April 17, 1995 By: /s/ Jan E. Gaulding
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Jan E. Gaulding
Senior Vice President and
Chief Financial Officer
(principal financial and
accounting officer)
