<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 30, 1996
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
PRONET INC.
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 75-1832168
(State or other jurisdiction (I.R.S. Employer Identification Number)
of incorporation or organization)
</TABLE>
6340 LBJ FREEWAY
DALLAS, TEXAS 75240
(214) 687-2000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
MARK A. SOLLS
VICE PRESIDENT AND GENERAL COUNSEL
6340 LBJ FREEWAY
DALLAS, TEXAS 75240
(214) 687-2000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies of all communications, including all communications
to the agent for service, should be sent to:
<TABLE>
<S> <C>
JEFFREY A. CHAPMAN VINCENT PAGANO, JR.
VINSON & ELKINS L.L.P. SIMPSON THACHER & BARTLETT
3700 TRAMMELL CROW CENTER 425 LEXINGTON AVENUE
2001 ROSS AVENUE NEW YORK, NEW YORK 10017-3909
DALLAS, TEXAS 75201
</TABLE>
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. /X/ 333-03279
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED PER NOTE (1) OFFERING PRICE (1) REGISTRATION FEE
<S> <C> <C> <C> <C>
Senior Subordinated Notes due 2006.......... $20,000,000 100% $20,000,000 $6,896.56
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The information in the Registration Statement filed by ProNet Inc. with the
Securities and Exchange Commission (the "Commission") (File No. 333-03279)
pursuant to the Securities Act of 1933, as amended, is incorporated by reference
into this Registration Statement.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Dallas, State of Texas, on May 30, 1996.
PRONET INC.
By: /s/ JAN E. GAULDING
-----------------------------------
Jan E. Gaulding
SENIOR VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated. Each person whose signature to this
Registration Statement appears below hereby appoints Jackie R. Kimzey and Jan E.
Gaulding as his or her attorney-in-fact to sign on his or her behalf,
individually and in the capacities stated below, and to file any and all
amendments and post-effective amendments to this Registration Statement, which
amendment or amendments may make such changes and additions as such
attorney-in-fact may deem necessary or appropriate.
SIGNATURE TITLE DATE
- ----------------------------------- ------------------------- ----------------
Chairman, Chief Executive
/s/ JACKIE R. KIMZEY Officer and Director
- ----------------------------------- (Principal Executive May 30, 1996
Jackie R. Kimzey Officer)
/s/ DAVID J. VUCINA President, Chief
- ----------------------------------- Operating Officer and May 30, 1996
David J. Vucina Director
Senior Vice President and
/s/ JAN E. GAULDING Chief Financial Officer
- ----------------------------------- (Principal Financial and May 30, 1996
Jan E. Gaulding Accounting Officer)
- -----------------------------------
Thomas V. Bruns Director May 30, 1996
/s/ HARVEY B. CASH
- ----------------------------------- Director May 30, 1996
Harvey B. Cash
/s/ EDWARD E. JUNGERMAN
- ----------------------------------- Director May 30, 1996
Edward E. Jungerman
- -----------------------------------
Mark C. Masur Director May 30, 1996
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIALLY
NUMBER DESCRIPTION OF EXHIBITS NUMBERED PAGE
- ---------- --------------------------------------------------------------------------------------- -------------
<C> <C> <S> <C>
5.1 -- Opinion of Vinson & Elkins L.L.P.
23.1 -- Consent of Vinson & Elkins L.L.P. (set forth in Exhibit 5.1).
23.2 -- Consent of Ernst & Young LLP, Independent Auditors.
23.3 -- Consent of KPMG Peat Marwick LLP, Independent Auditors.
23.4 -- Consent of KPMG Peat Marwick LLP, Independent Auditors.
23.5 -- Consent of Wright, Moore, Dehart, Dupis & Hutchinson, Independent Auditors.
23.6 -- Consent of Spillar, Mitcham, Eaton & Bicknell, L.L.P., Independent Auditors.
23.7 -- Consent of James N. Rachel, Independent Auditor.
23.8 -- Consent of Raymond Belonsky, Independent Auditor.
23.9 -- Consent of Greer & Walker L.L.P., Independent Auditor.
23.10 -- Consent of Winter, Kloman, Motor & Repp, S.C., Independent Auditors.
23.11 -- Consent of Arthur Andersen LLP, Independent Auditors.
23.12 -- Consent of Sartain, Fischbein & Co., Independent Auditors.
23.13 -- Consent of DeRouen & Wells, Certified Public Accountants, Independent Auditors.
23.14 -- Consent of KPMG Peat Marwick LLP, Independent Auditors.
24.1 -- Powers of Attorney (set forth on signature page).
</TABLE>
<PAGE>
EXHIBIT 5.1
[LETTERHEAD]
May 30, 1996
ProNet Inc.
6340 LBJ Freeway
Dallas, Texas 75240
Ladies and Gentlemen:
We have acted as counsel for ProNet Inc., a Delaware corporation (the
"COMPANY"), in connection with the registration of $20 million aggregate
principal amount of Senior Subordinated Notes due 2006 (the "NOTES") under the
Securities Act of 1933 (the "SECURITIES ACT") on a Registration Statement on
Form S-3 (the "REGISTRATION STATEMENT").
In reaching the opinion set forth in this letter, we have reviewed
originals or copies of the Registration Statement and such other agreements,
certificates of public officials, certificates of officers of the Company,
certificates of other persons, records, documents and matters of law as we
deemed relevant.
Based on and subject to the foregoing and subject further to the
assumptions, exceptions and qualifications hereinafter stated, we express the
opinion that, subject to compliance with applicable federal and state securities
laws (as to which we express no opinion), the Notes, when authorized and
approved for issuance, sale and delivery by the Company's board of directors
and subsequently executed, authenticated, issued and delivered in accordance
with the terms of the indenture under which they shall be issued (the
"INDENTURE"), shall constitute legally binding obligations of the Company,
subject to bankruptcy, insolvency, fraudulent conveyance or transfer,
reorganization, moratorium and other laws of general applicability relating
to or affecting creditors' rights and to general equitable principles.
The opinion expressed above is subject to the following assumptions,
exceptions and qualifications:
(a) We have assumed that (i) all information contained in all documents
reviewed by us is true and correct, (ii) all signatures on all documents
reviewed by us are genuine, (iii) all documents submitted to us as originals are
true and complete, (iv) all documents submitted to us as copies are true and
complete copies of the originals thereof, (v) each natural person signing any
document reviewed by us had the legal capacity to do so, (vi) each natural
person signing in a representative capacity any document reviewed by us had
authority to sign in such capacity and (vii) the laws of any
<PAGE>
ProNet Inc.
May 30, 1996
Page 2
jurisdiction other than Texas that govern any of the documents reviewed by us
do not modify the terms that appear in any such document.
(b) The opinion expressed in this letter is limited to the laws of the
State of Texas, the General Corporation Law of the State of Delaware, and the
federal laws of the United States of America. You should be aware that we are
not admitted to the practice of law in the State of Delaware.
(c) We note that the Indenture shall provide that it is governed by the
laws of the State of New York. While we express no opinion with respect to the
laws of the State of New York, we have assumed that the internal laws of the
State of New York are the same as the internal laws of the State of Texas. We
have made no investigation to confirm whether such assumption is correct.
This opinion may be filed as an exhibit to the Registration Statement.
Consent is also given to the reference to this firm under the caption "Legal
Matters" in the Prospectus included in the Registration Statement as having
passed on certain legal matters in connection with the Notes. In giving this
consent we do not admit that we come within the category of persons whose
consent is required under Section 7 of the Securities Act or the rules and
regulations of the Securities and Exchange Commission promulgated thereunder.
This opinion speaks as of the date hereof, and we disclaim any duty to
advise you regarding any changes subsequent to the date hereof in, or to
otherwise communicate with you with respect to, the matters addressed herein.
Very truly yours,
/s/ Vinson & Elkins L.L.P.
---------------------------------------
Vinson & Elkins L.L.P.
<PAGE>
EXHIBIT 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the references to our firm under the caption "Experts" in the
Registration Statement (Form S-3 No. 333- ) and related Prospectus
of ProNet Inc. for the registration of $20,000,000 Senior Subordinated
Notes due 2006 and to the use or incorporation by reference of our
reports (a) dated February 5, 1996, with respect to the consolidated
financial statements and schedule of ProNet Inc. included in its Annual
Report (Form 10-K) for the year ended December 31, 1995, and (b) with
respect to the financial statements of companies acquired or to be
acquired as follows:
<TABLE>
<CAPTION>
With Respect to Year Ended Report Date
- ---------------------------------------------------------------------------------
<S> <C> <C>
Apple Communications, Inc. December 31, 1994 August 4, 1995
Signet of Raleigh, Inc. December 31, 1994 August 9, 1995
Teletouch Communications, Inc. May 31, 1995 August 11, 1995
Cobbwells, Inc. d/b/a Page One
Messaging Services December 31, 1994 August 24, 1995
A.G.R. Electronic, Inc. and
Affiliates December 31, 1994 September 9, 1995
The Paging Divisions of Pac-West
Telecomm, Inc. November 30, 1995 January 26, 1996
Dial-A-Page, Inc. July 31, 1995 April 26, 1996
</TABLE>
all filed with the Securities and Exchange Commission.
We also consent to the incorporation by reference of our reports in the
following Registration Statements:
Form S-8 No. 33-18977 1987 Stock Option Plan
Form S-8 No. 33-52606 1987 Stock Option Plan
Form S-8 No. 33-80382 1994 Stock Option Plan
Form S-8 No. 33-81220 Non-Employee Director Stock
Option Plan
Form S-8 No. 33-66193 1995 Long-Term Incentive Plan
Ernst & Young LLP
May 30, 1996
Dallas, Texas
<PAGE>
Exhibit 23.3
INDEPENDENT AUDITOR'S CONSENT
The Board of Directors
Americom Paging:
We consent to the incorporation by reference in this registration statement
on Form S-3 (and an additional registration statement related thereto) of
ProNet Inc. of our report dated April 17, 1995, with respect to the financial
statements of Americom Paging which appears in the Form 8-K of ProNet Inc.
dated July 6, 1995, and to the reference to our firm under the heading
"Experts" in the prospectus.
Our report dated April 17, 1995, contains an explanatory paragraph that
states that Americom Paging Corporation has suffered recurring losses from
operations and has a net capital deficiency, which raise substantial doubt
about its ability to continue as a going concern. The financial statements do
not include any adjustments that might result from the outcome of that
uncertainty.
/s/ KPMG PEAT MARWICK LLP
-------------------------------
KPMG Peat Marwick LLP
Houston, Texas
May 30, 1996
<PAGE>
Exhibit 23.3
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Americom Paging:
We consent to the incorporation by reference in the registration statements
below of ProNet Inc. of our report dated April 17, 1995, with respect to the
financial statements of Americom Paging, which appears in the Form 8-K of
ProNet Inc. dated July 6, 1995:
Form S-8 No. 33-18977 1987 Stock Option Plan
Form S-8 No. 33-52606 1987 Stock Option Plan
Form S-8 No. 33-80382 1994 Stock Option Plan
Form S-8 No. 33-81220 Non-Employee Director Stock Option Plan
Form S-8 No. 33-66193 1995 Long-Term Incentive Plan
Form S-3 No. 33-61279 2,000,000 Shares Registered
/s/ KPMG PEAT MARWICK LLP
---------------------------------
KPMG Peat Marwick LLP
Houston, Texas
May 30, 1996
<PAGE>
EXHIBIT 23.4
INDEPENDENT AUDITOR'S CONSENT
The Board of Directors
Paging and Cellular of Texas
We consent to the incorporation by reference in this registration statement
on Form S-3 (and an additional registration statement related thereto) of
ProNet Inc. of our report dated September 8, 1995, with respect to the
financial statements of Paging and Cellular of Texas which appears in the
Form 8-K of ProNet Inc. dated September 15, 1995, and to the reference to our
firm under the heading "Experts" in the prospectus.
/s/ KPMG PEAT MARWICK LLP
-------------------------------
KPMG Peat Marwick LLP
Houston, Texas
May 30, 1996
<PAGE>
EXHIBIT 23.4
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Paging and Cellular of Texas
We consent to the incorporation by reference in the registration statements
below of ProNet Inc. of our report dated September 8, 1995, with respect to
the financial statements of Paging and Cellular of Texas, which appears in
the Form 8-K of ProNet Inc. dated September 15, 1995:
Form S-8 No. 33-18977 1987 Stock Option Plan
Form S-8 No. 33-52606 1987 Stock Option Plan
Form S-8 No. 33-80382 1994 Stock Option Plan
Form S-8 No. 33-81220 Non-Employee Director
Stock Option Plan
Form S-8 No. 33-66193 1995 Long-Term Incentive Plan
Form S-3 No. 33-61279 2,000,000 Shares Registered
/s/ KPMG PEAT MARWICK LLP
---------------------------------
KPMG Peat Marwick LLP
Houston, Texas
May 30, 1996
<PAGE>
[LETTERHEAD]
EXHIBIT 23.5
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" and to
the use of our report dated February 14, 1996, with respect to the financial
statements of Warren Communications, included in the Registration Statement
(Form S-3 No. 333-03279) and the related Prospectus (and an additional
registration statement related thereto) for ProNet Inc. dated .
We also consent to the incorporation by reference in the Registration
Statements:
Form S-8 No. 33-18977 1987 Stock Option Plan
Form S-8 No. 33-52606 1987 Stock Option Plan
Form S-8 No. 33-80382 1994 Stock Option Plan
Form S-8 No. 33-81220 Non-Employee Director
Stock Option Plan
Form S-8 No. 33-66193 1995 Long Term
Incentive Plan
Form S-3 No. 33-61279 2,000,000 Shares
registered
/s/ WRIGHT, MOORE, DEHART,
DUPUIS, & HUTCHINSON
----------------------------------
WRIGHT, MOORE, DEHART,
DUPUIS & HUTCHINSON
Certified Public Accountants
May 30, 1996
Lafayette, LA
<PAGE>
EXHIBIT 23.6
May 30, 1996
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference of our firm under the caption "Experts" and to
the use of our reports dated March 28, 1996, with respect to the financial
statements of AACS Communications, Inc. included in the Registration
Statement (Form S-3 No. 333-03279) and the related Prospectus for ProNet Inc.
dated May 9, 1996 (and an additional registration statement related thereto).
We also consent to the incorporation by reference in the Registration
Statements:
Form S-8 No. 33-18977 1987 Stock Option Plan
Form S-8 No. 33-52606 1987 Stock Option Plan
Form S-8 No. 33-80382 1994 Stock Option Plan
Form S-8 No. 33-81220 Non-Employee Director Stock
Option Plan
Form S-8 No. 33-66193 1995 Long-Term Incentive Plan
Form S-3 No. 33-61279 2,000,000 Shares registered
[SIGCUT]
/s/ SPILLAR, MITCHUM, EATON & BICKNELL, L.L.P.
SPILLAR, MITCHUM, EATON & BICKNELL, L.L.P.
<PAGE>
EXHIBIT 23.7
CONSENT OF INDEPENDENT AUDITOR
I consent to the reference to my firm under the caption "Experts" and to the
use of my reports dated April 22, 1996, with respect to the financial
statements of Hyde's Stay In Touch, Inc. included in the Registration
Statement (Form S-3 No. 333-03279) and the related Prospectus (and an
additional registration statement related thereto) for ProNet Inc.
I also consent to the incorporation by reference in the Registration
Statements:
Form S-8 No. 33-18977 1987 Stock Option Plan
Form S-8 No. 33-52606 1987 Stock Option Plan
Form S-8 No. 33-80382 1994 Stock Option Plan
Form S-8 No. 33-81220 Non-Employee Director Stock Option Plan
Form S-8 No. 33-66193 1995 Long Term Incentive Plan
Form S-3 No. 33-61279 2,000,000 Shares registered
/s/ JAMES N. RACHEL, CPA
- ---------------------------
James N. Rachel, CPA
Shreveport, Louisiana
May 30, 1996
<PAGE>
EXHIBIT 23.8
CONSENT OF INDEPENDENT AUDITOR
I consent to the reference to my firm under the caption "Experts" and to the
use of our reports dated November 11, 1994 with respect to the financial
statements of Carrier Paging Systems Inc. included in the Registration
Statement (Form S-3 No. 333-03279) and the related Prospectus (and an
additional registration statement related thereto) of ProNet Inc. dated
___________________.
I also consent to the incorporation by reference in the Registration
Statements:
Form S-8 No. 33-18977 1987 Stock Option Plan
Form S-8 No. 33-52606 1987 Stock Option Plan
Form S-8 No. 33-80382 1994 Stock Option Plan
Form S-8 No. 33-81220 Non-Employee Director
Stock Option Plan
Form S-8 No. 33-66193 1995 Long Term Incentive Plan
Form S-3 No. 33-61279 2,000,000 Shares registered
/s/ RAYMOND BELONSKY
-----------------------------
Raymond Belonsky
May 30, 1996
New York, New York
<PAGE>
EXHIBIT 23.9
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" and to
the use of our report dated April 13, 1995, with the respect to the financial
statements of Signet Paging of Charlotte included in the Registration
Statement (Form S-3 No. 333-03279) and the related Prospectus (and an
additional registration statement related thereto) for ProNet Inc. dated
.
We also consent to the incorporation by reference to the use of our report
dated April 13, 1995, with respect to the financial statements of Signet
Paging of Charlotte, Inc. in the following Registration Statements of ProNet
Inc.:
Form S-8 No. 33-18977 1987 Stock Option Plan
Form S-8 No. 33-52606 1987 Stock Option Plan
Form S-8 No. 33-80382 1994 Stock Option Plan
Form S-8 No. 33-81220 Non-Employee Director Stock
Option Plan
Form S-8 No. 33-66193 1995 Long Term Incentive Plan
Form S-3 No. 33-61279 2,000,000 Shares registered
/s/ GREER & WALKER, L.L.P.
--------------------------------------
Greer & Walker, L.L.P.
May 30, 1996
Charlotte, North Carolina
<PAGE>
Exhibit 23.10
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" and to
the use of our reports dated April 14, 1995, with the respect to the
financial statements of All City Communication Company, Inc. included in the
Registration Statement (Form S-3 No. 333-03279) and the related Prospectus
(and an additional registration statement related thereto) of ProNet Inc.
dated .
We also consent to the incorporation by reference in the Registration
Statements:
Form S-8 No. 33-18977 1987 Stock Option Plan
Form S-8 No. 33-52606 1987 Stock Option Plan
Form S-8 No. 33-80382 1994 Stock Option Plan
Form S-8 No. 33-81220 Non-Employee Director Stock Option Plan
Form S-8 No. 33-66193 1995 Long Term Incentive Plan
Form S-3 No. 33-61279 2,000,000 Shares registered
/s/ WINTER, KLOMAN, MOTER & REPP, S.C.
--------------------------------------
Winter, Kloman, Moter & Repp, S.C.
May 30, 1996
Elm Grove, Wisconsin
<PAGE>
EXHIBIT 23.11
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our reports dated April 20, 1995
with respect to the financial statements of Metropolitan Houston Paging
Services, Inc. included in ProNet Inc.'s Form S-3, and to all references to
our firm included in this Registration Statement (File No. 333-03279) (and an
additional registration statement related thereto).
/s/ ARTHUR ANDERSEN LLP
-----------------------------
Arthur Andersen LLP
Little Rock, Arkansas
May 30, 1996.
<PAGE>
EXHIBIT 23.12
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" and to
the use of our report dated February 2, 1996, with respect to the financial
statements of Ventures in Paging L.C., included in the Registration Statement
(Form S-3 No. 333-03279) and the related Prospectus (and an additional
registration statement related thereto) for ProNet Inc.
We also consent to the incorporation by reference in the Registration
Statements:
Form S-8 No. 33-18977 1987 Stock Option Plan
Form S-8 No. 33-52606 1987 Stock Option Plan
Form S-8 No. 33-80382 1994 Stock Option Plan
Form S-8 No. 33-81220 Non-Employee Director
Stock Option Plan
Form S-8 No. 33-66193 1995 Long Term
Incentive Plan
Form S-3 No. 33-61279 2,000,000 Shares
registered
/s/ SARTAIN FISCHBEIN & CO.
----------------------------------
Sartain Fischbein & Co.
May 30, 1996
<PAGE>
EXHIBIT 23.13
[DeRouen & Wells Letterhead]
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference of our firm under the caption "Experts" and to
the use of our reports dated April 22, 1996, with respect to the financial
statements of Russell's Communications, Inc., dba LaPageCo, included in the
Registration Statement (Form S-3 No. 333-03279) and the related Prospectus
(and an additional registration statement related thereto) for ProNet Inc.
We also consent to the incorporation by reference in the Registration
Statements:
Form S-8 No. 33-18977 1987 Stock Option Plan
Form S-8 No. 33-52606 1987 Stock Option Plan
Form S-8 No. 33-80382 1994 Stock Option Plan
Form S-8 No. 33-81220 Non-Employee Director Stock
Option Plan
Form S-8 No. 33-66193 Long-Term Incentive Plan
Form S-3 No. 33-61279 2,000,000 Shares registered
/s/ DEROUEN & WELLS
-----------------------------
DeRouen & Wells, CPA's
May 30, 1996
<PAGE>
EXHIBIT 23.14
INDEPENDENT AUDITORS' CONSENT
The Partners
Sun Paging Communications:
We consent to the incorporation by reference in this registration
statement (No. 333-03279) on Form S-3 (and an additional registration
statement related thereto) of Pronet Inc. of our report dated May 24,
1995, except for note 5 which was as of July 26, 1995, with respect to
the balance sheets of Sun Paging Communications (a Joint Venure) as of
December 31, 1994 and 1993, and the related statements of operations,
partners' equity, and cash flows for the year ended December 31, 1994 and
the period August 6, 1993 (inception) to December 31, 1993, which report
appears in the Form 8-K of Pronet Inc. dated January 16, 1996, and to the
reference to our firm under the heading "Experts" in the prospectus.
/s/ KPMG PEAT MARWICK LLP
--------------------------------------
KPMG Peat Marwick LLP
Des Moines, Iowa
May 30, 1996
<PAGE>
EXHIBIT 23.14
INDEPENDENT AUDITORS' CONSENT
The Partners
Sun Paging Communications:
We consent to the incorporation by reference in the registration statements
below of Pronet Inc. of our report dated May 24, 1995, except for note 5 which
was as of July 26, 1995, with respect to the balance sheets of Sun Paging
Communications (a Joint Venture) as of December 31, 1994 and 1993, and the
related statements of operations, partners' equity, and cash flows for the year
ended December 31, 1994 and the period August 6, 1993 (inception) to December
31, 1993, which report appears in the Form 8-K of Pronet Inc. dated January 16,
1996:
<TABLE>
<S> <C> <C>
Form S-8 No. 33-18977 1987 Stock Option Plan
Form S-8 No. 33-52606 1987 Stock Option Plan
Form S-8 No. 33-80382 1994 Stock Option Plan
Form S-8 No. 33-81220 Non-Employee Director
Stock Option Plan
Form S-8 No. 33-66193 1995 Long-Term Incentive Plan
Form S-3 No. 33-61279 2,000,000 Shares Registered
</TABLE>
/s/ KPMG PEAT MARWICK LLP
--------------------------------------
KPMG Peat Marwick LLP
Des Moines, Iowa
May 30, 1996
