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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): October 11, 1996
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PRONET INC.
(Exact name of issuer as specified in its charter)
DELAWARE 0-16029 75-1832168
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification Number)
incorporation)
6340 LBJ FREEWAY 75240
DALLAS, TEXAS (Zip Code)
(Address of Principal
Executive Offices)
Registrant's telephone number, including area code: (972) 687-2000
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On October 16, 1996, ProNet Inc. (the "Company") announced that it had
completed the previously announced merger with Northern California-based CalPage
("CalPage"), formerly Pac-West Telcomm, Inc. ("PacWest"), and acquisition of
Georgia-based Georgialina Communication Company and affiliates ("Georgialina")
in two separate transactions. CalPage, which adds more than 45,000
subscribers, was acquired for approximately $17.2 million, comprised of
approximately $10.3 million in cash and the balance in 897,771 shares of common
stock of the Company paid at closing. Georgialina, which adds more than 27,000
subscribers, was acquired for approximately $11.4 million which was paid in cash
at closing. The cash portions of the purchase prices were funded by borrowings
under the Company's $150 million bank credit facility. The purchase prices
include payments for accounts receivable, pager inventory and certain fixed
assets associated with the operation of the paging systems. Based on the
unaudited financial statements as of and for the year ended December 31, 1995,
Georgialina does not qualify as a significant acquisition by the Company in
accordance with the definition of a significant acquisition in Rule 3.05 of
Regulation S-X.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
The following financial statements and pro forma financial information are
not included herein as they have been previously reported in the Registrant's
Current Report on Form 8-K, dated October 10, 1996, in accordance with the
definition of "previously reported" in Rule 12b-2 of Regulation 12B:
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
PacWest
- Audited Statement of Assets and Liabilities and Divisional Equity
as of November 30, 1995, Audited Statement of Operations for the
Year Ended November 30, 1995, Audited Statement of Divisional
Equity for the Year Ended November 30, 1995 and Audited Statement
of Cash Flows for the Year Ended November 30, 1995.
- Unaudited Statement of Assets and Liabilities and Divisional
Equity as of May 31, 1996, Unaudited Statement of Operations for
the Six Months Ended May 31, 1996, Unaudited Statement of
Divisional Equity for the Six Months Ended May 31, 1996 and
Unaudited Statement of Cash Flows for the Six Months Ended May
31, 1996.
(b) PRO FORMA FINANCIAL INFORMATION.
- Unaudited Pro Forma Condensed Consolidated Balance Sheet for the
Company as of June 30, 1996, consolidating the assets and certain
liabilities of the Company, PacWest, and Georgialina.
- Unaudited Pro Forma Condensed Consolidated Statements of
Operations for the Company for the Year Ended December 31, 1995,
incorporating the operating revenues and expenses of the
Company, Signet Paging of Charlotte, Inc. ("Signet Charlotte"),
Carrier Paging Systems, Inc. ("Carrier"), All City Communication
Company, Inc. ("All City"), Metropolitan Houston Paging Services,
Inc. ("Metropolitan"), Americom Paging Corporation ("Americom"),
Gold Coast Paging, Inc. ("Gold Coast"), Lewis Paging, Inc.
("Lewis"), Paging & Cellular of Texas ("Paging & Cellular"),
Apple Communication, Inc. ("Apple"), Sun Paging Communications
("Sun"), SigNet Paging of Raleigh, Inc. ("SigNet Raleigh"),
Cobbwells, Inc. dba Page One ("Page One"), A.G.R. Electronics,
Inc. and affiliates ("AGR"), Total Communication Services, Inc.
("Total"), Williams Metro Communications Corp. and affiliates
("Williams"), PacWest and Georgialina.
- Unaudited Pro Forma Condensed Consolidated Statements of
Operations for the Company for the Six Months Ended June 30,
1996, incorporating the operating revenues and expenses of the
Company, AGR, Total, Williams, PacWest and Georgialina.
The Pro Forma Condensed Consolidated Statements of Operations include
reasonable estimates of costs and expenses which will be incurred by the Company
in connection with the operation of Signet Charlotte, Carrier, All City,
Metropolitan, Americom, Gold Coast, Lewis, Paging & Cellular, Apple, Sun, SigNet
Raleigh, Page One, AGR, Total, Williams, PacWest and Georgialina. The pro forma
condensed consolidated financial statements should be read in conjunction with
the historical consolidated financial statements of the Registrant.
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SIGNATURE
Pursuant to the requirements of the Securities 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)
By: /s/ JAN E. GAULDING
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Jan E. Gaulding
Senior Vice President and
Chief Financial Officer
(principal financial and accounting officer)
Date: October 24, 1996
