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Filed Pursuant to Rule 424(b)(3)
Registration Statement No. 33-61279
PRONET INC.
SUPPLEMENT TO PROSPECTUS DATED APRIL 5, 1996
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THE DATE OF THIS SUPPLEMENT IS AUGUST 20, 1996.
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The following information supplements the Prospectus dated April 5, 1996,
of ProNet Inc., a Delaware corporation ("ProNet" or the "Company"), relating to
the offering by the Selling Stockholders (the "Selling Stockholders") of up to
an aggregate of 2,000,000 shares of Common Stock, par value $.01 per share
("Common Stock"), of ProNet. Unless otherwise defined herein, certain
capitalized terms have the meanings ascribed to them in the Prospectus.
SELLING STOCKHOLDERS
The following table sets forth the name of each Selling Stockholder and
relationship, if any, with the Company and (i) the number of shares of Common
Stock owned by each Selling Stockholder as of August 20, 1996, (assuming no
shares have been sold under this Prospectus as of such date), (ii) the
maximum number of shares of Common Stock which may be offered for the account
of such Selling Stockholder under the Prospectus, and (iii) the amount and
percentage of Common Stock to be owned by the Selling Stockholder after the
completion of the Offering assuming the sale of all the Common Stock which
may be offered hereunder.
<TABLE>
<CAPTION>
Maximum
Number of Amount and Percentage
Shares Owned Shares Which of Common Stock Owned
Prior to May be Sold After the Offering(1)
Name of Selling Holder and Relationship to Company Offering Hereunder Amount - %
-------------------------------------------------- ------------ ------------ ---------------------
<S> <C> <C> <C>
Chicago Communication Service, Inc. 44,166 44,166 --
All City Communication Company, Inc. (2) -- -- --
Carrier Paging Systems, Inc. 144,994 144,994 --
Signet Paging of Charlotte, Inc. 171,509 171,509 --
Americom Paging Corporation 411,313 411,313 --
SigNet Paging of Raleigh, Inc. 109,091 109,091 --
Sam Zarcone 129,211 129,211 --
Jill DiFoggio 43,071 43,071 --
Frank K. Spain and Mary Jane Spain 47,797 47,797 --
Michael J. Matakaetis 24,636 24,636 --
Kenneth Fisher (2) -- -- --
Lewis Paging, Inc. 70,822 70,822 --
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Michael J. Frawley 5,000 5,000 --
James H. Cobb, III (2) -- -- --
Warren K. Wells (2) -- -- --
</TABLE>
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(1) Assumes the sale of all shares of Common Stock registered hereunder,
although none of the Selling Stockholders are under any obligation known to
the Company to sell any shares of Common Stock.
(2) The shares of Common Stock to be held by such Selling Stockholder will be
acquired by such Selling Stockholder in connection with the sale of its
paging business to the Company. The number of shares to be issued in
connection with such sales is subject to adjustment in certain
circumstances and such shares may also be subject to certain rights to
indemnification on the part of the Company. As a result, it is not
possible to determine the number of such shares that ultimately will be
available for sale hereunder.
The Company will pay the expenses of registering the shares of Common Stock
being sold hereunder which are estimated to be approximately $67,000.
