<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 12, 1996
REGISTRATION NO. 333-13907
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------
AMENDMENT NO. 1
TO
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
(972) 687-2000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
<TABLE>
<S> <C>
MARK A. SOLLS Copies of all communications, including
VICE PRESIDENT AND GENERAL COUNSEL all
6340 LBJ FREEWAY communications to the agent for service,
DALLAS, TEXAS75240 should be sent to:
(972) 687-2000 JEFFREY A. CHAPMAN
(Name, address, including zip code, MARK EARLY
and telephone VINSON & ELKINS L.L.P.
number, including area code, of 3700 TRAMMELL CROW CENTER
agent for service) 2001 ROSS AVENUE
DALLAS, TEXAS 75201
(214) 220-7700
</TABLE>
------------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement as determined in
light of market conditions and other factors.
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: /X/
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. / /
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. / /
------------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PROSPECTUS
1,500,000 SHARES
[LOGO]
COMMON STOCK, $.01 PAR VALUE
---------------
This Prospectus relates to the offering by the Selling Stockholders (the
"Selling Stockholders") of up to an aggregate of 1,500,000 shares of Common
Stock, par value $.01 per share ("Common Stock"), of ProNet Inc., a Delaware
corporation ("ProNet" or the "Company"). The shares of Common Stock offered
hereby (the "Offered Securities") were privately offered by the Company pursuant
to acquisitions of paging businesses in a series of unrelated transactions that
have occurred since January 1, 1996. See "Plan of Distribution" for information
relating to such resales.
SEE "RISK FACTORS" ON PAGE 8 FOR CERTAIN FACTORS RELEVANT TO AN INVESTMENT
IN THE COMMON STOCK.
The Offered Securities may be sold from time to time pursuant to this
Prospectus by the Selling Stockholders. The Offered Securities may be sold by
the Selling Stockholders in ordinary brokerage transactions, in transactions in
which brokers solicit purchases, in negotiated transactions, or in a combination
of such methods of sale, at market prices prevailing at the time of sale, at
prices relating to such prevailing market prices or at negotiated prices. See
"Plan of Distribution." The distribution of the Offered Securities is not
subject to any underwriting agreement. The Company will receive no part of the
proceeds of sales from the offering by the Selling Stockholders. All expenses of
registration incurred in connection with this offering are being borne by the
Company, but all selling and other expenses incurred by the Selling Stockholders
will be borne by such Selling Stockholders. None of the securities offered
pursuant to this Prospectus have been registered prior to the filing of the
Registration Statement of which this Prospectus is a part.
The Common Stock is quoted on The Nasdaq Stock Market. The last reported
sale price of the Common Stock on November 11, 1996, was $6.00.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
------------------------
The date of this Prospectus is November 12, 1996.
<PAGE>
THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT PRESENTED
HEREIN OR DELIVERED HEREWITH. THESE DOCUMENTS ARE AVAILABLE UPON REQUEST FROM
PRONET INC., 6340 LBJ FREEWAY, DALLAS, TEXAS 75240, ATTENTION: GENERAL COUNSEL
(TELEPHONE (972) 687-2000). IN ORDER TO INSURE TIMELY DELIVERY OF THE DOCUMENTS,
POTENTIAL INVESTORS SHOULD ALLOW FIVE BUSINESS DAYS FOR DELIVERY. SEE
"INCORPORATION OF CERTAIN INFORMATION BY REFERENCE."
AVAILABLE INFORMATION
No person has been authorized to give any information or to make any
representations in connection with this offering other than those contained in
this Prospectus. If given or made, such representations must not be relied upon
as having been authorized by the Company or any Selling Stockholder. This
Prospectus shall not constitute an offer to sell or the solicitation of an offer
to buy nor shall there be any sale of these securities in any State in which
such offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities law of any such State.
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith, files reports, proxy and information statements and other information
with the Securities and Exchange Commission (the "Commission"). Reports, proxy
statements and other information filed by the Company can be inspected and
copied at the public reference facilities maintained by the Commission at 450
West Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's
Regional Offices at Seven World Trade Center, 13th Floor, New York, New York
10048 and CitiCorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511. Copies of such material can be obtained by mail from the
Public Reference Branch of the Commission at 450 West Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. Such reports, proxy statements and
other information concerning the Company are also available for inspection at
the offices of the Nasdaq National Market, Reports Section, 1735 K Street, N.W.,
Washington, D.C. 20006.
The Company has filed with the Commission a Registration Statement on Form
S-3 (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act") with respect to the securities offered hereby. This Prospectus
does not contain all of the information set forth in the Registration Statement,
certain parts of which were omitted in accordance with the rules and regulations
of the Commission. For further information, reference is hereby made to the
Registration Statement. Any statements contained herein concerning the
provisions of any document filed as an exhibit to the Registration Statement or
otherwise filed with the Commission are not necessarily complete, and in each
instance reference is made to the copy of such document so filed. Each such
statement is qualified in its entirety by such reference.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated herein by reference:
(i) Annual Report on Form 10-K for the fiscal year ended December 31, 1995;
(ii) Current Report on Form 8-K filed January 16, 1996;
(iii) Current Report on Form 8-K filed April 4, 1996;
(iv) Current Report on Form 8-K filed May 6, 1996; provided however, that
the financial statements of Ventures In Paging L.C. included in such
Current Report are not incorporated herein by this reference and are
not made a part of this Prospectus or the Registration Statement of
which it is a part;
(v) Current Report on Form 8-K filed May 29, 1996;
2
<PAGE>
(vi) Current Report on Form 8-K filed June 4, 1996;
(vii) Current Report on Form 8-K filed July 12, 1996;
(viii) Current Report on Form 8-K filed October 10, 1996;
(ix) Annual Report on Form 10-K/A for the fiscal year ended December 31,
1995;
(x) Quarterly Report on Form 10-Q for the quarter ended March 31, 1996;
(xi) Quarterly Report on Form 10-Q for the quarter ended June 30, 1996;
(xii) The description of the Company's Common Stock contained in Item 1 of
the Registration Statement on Form 8-A dated July 15, 1987, as amended
by Form 8-A/A dated April 19, 1995; and
(xiii) The description of the Company's Series A Junior Participating
Preferred Stock contained in Item 1 of the Registration Statement on
Form 8-A dated April 7, 1995.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering of the securities offered hereby shall be deemed
to be incorporated by reference into this Prospectus and to be a part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, upon the written or oral request of such person, a
copy of any or all of the documents which are incorporated by reference herein,
other than exhibits to such documents (unless such exhibits are specifically
incorporated by reference into such documents). Requests should be directed to
Mark A. Solls, Vice President, General Counsel and Secretary, at the Company's
principal executive offices.
3
<PAGE>
PROSPECTUS SUMMARY
THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY THE MORE DETAILED
INFORMATION AND FINANCIAL STATEMENTS AND NOTES THERETO APPEARING ELSEWHERE IN
THIS PROSPECTUS OR INCORPORATED HEREIN BY REFERENCE. UNLESS THE CONTEXT
OTHERWISE REQUIRES, REFERENCES IN THIS PROSPECTUS TO "PRONET" AND THE "COMPANY"
REFER TO PRONET INC. AND ITS CONSOLIDATED SUBSIDIARIES.
THE COMPANY
ProNet is one of the fastest growing providers of wireless messaging
services in the United States. The Company's subscriber base has grown through
both acquisitions and internal growth at annual rates of 14%, 172% and 142% in
1993, 1994 and 1995, respectively. Over this time period, the Company has
migrated its business focus from serving primarily the healthcare industry to
broader commercial and retail markets. Since March 1, 1994, the Company has
completed 21 acquisitions, adding 750,200 subscribers. Additionally, the Company
has focused on and generated internal growth in its paging subscriber base of
36% and 32% for the 12 months ended December 31, 1995 and June 30, 1996,
respectively. The Company is currently one of the seven largest publicly traded
paging companies in the United States, with approximately 1.1 million
subscribers at June 30, 1996.
The Company currently offers local, regional and nationwide paging services
in 25 states covering 75% of the population of the United States. The Company
has focused its business development around five geographic regions serviced by
communication "SuperCenters" which are located in Charlotte, Chicago, Houston,
Los Angeles and New York. This geographically concentrated operating and
expansion strategy allows the Company to develop regional critical mass,
undertake cost-effective incremental expansion and selectively access markets
which feature the size, growth rates, demographic groups, types of businesses
and competitive dynamics that indicate significant potential demand for the
Company's current and future products and services. In addition, by developing a
heavy concentration of subscribers in each geographic region, the Company is
able to maintain one of the lowest cost operating structures in the paging
industry.
The Company believes that it has solidified its position as one of the
leading wireless messaging providers in the United States with the acquisition
in July 1996 of a nationwide, one-way paging license on the 931.9125 MHZ
frequency covering the United States and Canada from Motorola, Inc. (the
"Nationwide License") which enhances and augments the Company's SuperCenter
expansion strategy. The acquisition of the Nationwide License provides the
Company with the ability to use an exclusive nationwide frequency as a platform
to expand on a cost-effective basis into attractive markets within and
contiguous to the Company's SuperCenters. The Nationwide License will also
position the Company to develop regional and national distribution alliances
with a variety of other communications service providers. In addition, the
Nationwide License will allow the Company the flexibility to focus on
acquisition candidates that offer distribution enhancements, economies of scale
and market expansion opportunities rather than acquisitions that would
supplement the Company's spectrum resources.
The Company's strategy seeks to capitalize on the critical mass of
subscribers, broad spectrum resources, distribution capabilities and marketing
expertise that the Company has built since the initiation of its three-phase
growth plan in 1993. The objective of the Company's strategy is to enhance the
Company's position as a leading provider of wireless messaging services and to
accelerate the Company's growth in subscribers and cash flow. Key elements of
the Company's strategy include (i) focusing the Company's operations on, and
expanding the business around, specific geographic regions anchored by the
Company's five operational SuperCenters, (ii) selectively acquiring additional
companies in SuperCenter regions that have complementary operations to those
already existing in the market, (iii) selectively acquiring companies in areas
contiguous to SuperCenter regions that provide a more cost-effective method of
market entry than launching a start-up operation, (iv) increasing penetration of
selected distribution channels, primarily reseller and retail, through the
development of innovative marketing programs,
4
<PAGE>
(v) offering a variety of enhanced wireless products and services, including new
products and services, such as narrowband PCS, as they become available, and
(vi) selectively expanding the Company's senior management team and focusing on
the ongoing training and career development of its managers and employees.
Certain statements contained in this Prospectus are not based on historical
facts, but are forward-looking statements that are based upon numerous
assumptions about future conditions that could prove not to be accurate. Actual
events and results may materially differ from the anticipated results described
in such statements. The Company's ability to achieve such results is subject to
certain risks and uncertainties. Such risks and uncertainties include, but are
not limited to, the existence of demand for and acceptance of the Company's
products and services, the availability of appropriate candidates for
acquisition by the Company, economic conditions, the impact of competition and
pricing, results of financing efforts and other factors affecting the Company's
business that are beyond the Company's control, including but not limited to the
matters described under the caption "Risk Factors."
The Company was incorporated under Delaware law in 1982. The Company's
principal executive office is located at 6340 LBJ Freeway, Dallas, Texas 75240
and its telephone number is (972) 687-2000.
5
<PAGE>
SUMMARY FINANCIAL DATA
The following table presents summary financial data for the Company as of
the dates and for the periods indicated. The summary financial data for the
years ended December 31, 1991, 1992, 1993, 1994 and 1995 were derived from the
audited consolidated financial statements of the Company. The summary financial
data as of June 30, 1996 and for the six-month periods ended June 30, 1995 and
1996 have been derived from unaudited financial statements incorporated by
reference herein. In the opinion of management, all adjustments, consisting of
normal recurring accruals, considered necessary for a fair presentation have
been made. The results of operations for the six months ended June 30, 1996 are
not necessarily indicative of the results for the full 1996 fiscal year. The pro
forma financial information does not purport to represent what the results of
operations or financial position would have been had the Acquisitions (as
defined) occurred on the dates indicated or for any future period or date. The
following information should be read in conjunction with the Company's pro forma
condensed consolidated financial statements and the consolidated financial
statements and related notes thereto incorporated by reference herein.
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31, SIX MONTHS ENDED
------------------------------------------------------------------ JUNE 30,
(UNAUDITED) --------------------
PRO FORMA (UNAUDITED)
1991 1992 1993 1994 1995 1995 (1) 1995 1996
--------- --------- --------- --------- --------- ----------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
(IN THOUSANDS, EXCEPT PERCENTAGE, RATIO, UNIT AND PER SHARE AMOUNTS)
STATEMENT OF OPERATIONS DATA:
Service revenues (2).............. $ 15,084 $ 16,845 $ 19,234 $ 33,079 $ 56,108 $ 94,049 $ 23,892 $ 41,942
Product sales (3)................. 1,466 1,855 2,040 6,639 10,036 17,133 4,669 7,035
--------- --------- --------- --------- --------- ----------- --------- ---------
Total revenues.................. 16,550 18,700 21,274 39,718 66,144 111,182 28,561 48,977
Depreciation and amortization
expense......................... 3,748 4,077 4,656 8,574 18,662 30,360 6,461 17,132
Operating income (loss)........... 1,223 1,834 2,732 3,189 (270) (1,987) 1,399 (12,738)
Interest expense.................. 425 310 292 1,774 8,640 17,283 1,894 7,646
Income (loss) before extraordinary
item (4)........................ 794 1,754 1,574 693 (7,697) (17,703) (335) (20,270)
Net income (loss) (4)............. 1,312 1,754 1,574 693 (7,697) (17,703) (335) (20,270)
NET INCOME (LOSS) PER SHARE:
Before extraordinary item......... 0.20 0.43 0.40 0.16 (1.23) (1.54) (0.05) (2.65)
Net income (loss)................. 0.33 0.43 0.40 0.16 (1.23) (1.54) (0.05) (2.65)
OTHER DATA:
Pagers in service at end of
period.......................... 103,157 114,356 130,000 353,830 856,302 1,051,802 636,701 1,107,444
TracPacs in service at end of
period.......................... 13,846 19,210 25,841 27,595 27,548 27,548 27,015 29,329
Pagers in service per employee
(5)............................. 570 880 1,000 1,325 1,619 1,370 1,667 1,569
ARPU-Paging (6)................... $ 10.64 $ 10.48 $ 10.23 $ 8.51 $ 6.57 $ 7.03 $ 7.14 $ 6.09
ARPU-TracPac (7).................. 15.00 14.75 15.90 16.52 15.90 15.90 16.18 15.85
Operating, selling, general and
administrative costs per paging
subscriber (8).................. 6.82 7.80 7.91 5.08 4.78 5.00 4.52 4.43
Cash flow (deficit) from operating
activities (9).................. 3,493 6,720 7,144 9,821 12,298 13,990 3,909 (4,316)
EBITDA (10)....................... 4,971 5,911 7,388 11,763 18,392 28,373 7,860 11,768
EBITDA margin (11)................ 32% 34% 36% 36% 32% 30% 33% 27%
Capital expenditures (12)......... $ 4,193 $ 5,523 $ 5,497 $ 5,777 $ 17,528 $ 22,141 $ 3,154 $ 10,519
Ratio of total debt to EBITDA
(13)............................ 1.0x 0.6x 0.5x 0.9x 6.4x 4.9x 7.3x 5.2x
Ratio of EBITDA to interest
expense......................... 11.7 19.1 25.3 6.6 2.1 1.6 4.1 1.5
<CAPTION>
PRO FORMA
1996 (1)
---------
<S> <C>
STATEMENT OF OPERATIONS DATA:
Service revenues (2).............. $ 47,512
Product sales (3)................. 7,917
---------
Total revenues.................. 55,429
Depreciation and amortization
expense......................... 18,930
Operating income (loss)........... (13,387)
Interest expense.................. 8,477
Income (loss) before extraordinary
item (4)........................ (21,724)
Net income (loss) (4)............. (21,724)
NET INCOME (LOSS) PER SHARE:
Before extraordinary item......... (1.83)
Net income (loss)................. (1.83)
OTHER DATA:
Pagers in service at end of
period.......................... 1,178,444
TracPacs in service at end of
period.......................... 29,329
Pagers in service per employee
(5)............................. 1,484
ARPU-Paging (6)................... $ 6.11
ARPU-TracPac (7).................. 15.85
Operating, selling, general and
administrative costs per paging
subscriber (8).................. 4.85
Cash flow (deficit) from operating
activities (9).................. (3,972)
EBITDA (10)....................... 12,917
EBITDA margin (11)................ 27%
Capital expenditures (12)......... $ 11,201
Ratio of total debt to EBITDA
(13)............................ 5.3x
Ratio of EBITDA to interest
expense......................... 1.5
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
AS OF JUNE 30, 1996
------------------------
AS OF DECEMBER 31, (UNAUDITED)
----------------------------------------------------- PRO FORMA AS
1991 1992 1993 1994 1995 ACTUAL ADJUSTED (14)
--------- --------- --------- --------- --------- --------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
(IN THOUSANDS)
BALANCE SHEET DATA:
Cash and cash equivalents............. $ 370 $ 131 $ 530 $ 666 $ 10,154 $ 29,556 $ 29,556
Working capital (deficit)............. 2,402 1,130 812 (3,119) 3,242 32,599 33,589
Total assets.......................... 26,599 28,128 30,296 73,273 186,969 267,752 296,916
Total debt............................ 4,735 3,460 3,903 10,450 117,814 115,847 137,448
Total liabilities..................... 8,397 8,325 9,937 23,038 137,413 131,367 153,794
Total stockholders' equity............ 18,202 19,803 20,359 50,235 49,556 136,385 143,122
</TABLE>
- ------------------------------
(1) Gives effect to (a) the acquisition of Metropolitan Houston Paging Services,
Inc. ("Metropolitan"), Apple Communication, Inc. ("Apple"), Cobbwells, Inc.
dba Page One ("Page One"), Total Communication Services, Inc. ("Total"),
A.G.R. Electronics, Inc. and affiliates ("AGR"), William Metro
Communications Corp. and affiliates ("Williams") and Georgialina
Communication Company and affiliates ("Georgialina"), and the acquisition of
the paging assets of Carrier Paging Systems, Inc. ("Carrier"), Signet Paging
of Charlotte, Inc. ("Signet Charlotte"), All City Communication Company,
Inc. ("All City"), Americom Paging Corporation ("Americom"), Gold Coast
Paging, Inc. ("Gold Coast"), Lewis Paging, Inc. ("Lewis"), Paging & Cellular
of Texas, a Sole Proprietorship ("Paging & Cellular"), Sun Paging
Communications ("Sun"), and SigNet Paging of Raleigh, Inc. ("SigNet Raleigh"
and, together with Metropolitan, Apple, Page One, Total, AGR, Williams,
Carrier, Signet Charlotte, All City, Americom, Gold Coast, Lewis, Paging &
Cellular, Sun and Georgialina, the "Completed Acquisitions") and (b) the
acquisition of the Paging Divisions of Pac-West Telecomm, Inc. and
Subsidiary ("PacWest" or the "Pending Acquisition") as if they had occurred
at the beginning of the period presented. The Completed Acquisitions and the
Pending Acquisition are collectively referred to as the "Acquisitions."
(2) Service revenues consist of fixed monthly, quarterly, annual and bi-annual
service and leasing fees.
(3) Product sales include pager and paging equipment sales and other security
systems' income.
(4) In June 1996, nonrecurring charges of $7.4 million were incurred by the
Company. These charges represent nonrecurring costs related to the
terminated merger with Teletouch Communications, Inc. and related planned
financing, consisting primarily of underwriting, advisory, legal and
accounting fees and merger financing costs.
(5) Calculated by dividing pagers in service at the end of each period by the
number of employees at the end of such period presented. This calculation
excludes employees directly related to the security systems' business.
(6) ARPU-Paging (average revenue per paging unit) is calculated by dividing
paging systems' average monthly service revenues for the last quarter in the
period by the number of pagers in service at the beginning of such months.
(7) ARPU-TracPac (average revenue per TracPac unit) is calculated by dividing
security systems' service revenues for the last month in the period by the
number of TracPacs in service at the beginning of such month.
(8) Calculated by dividing the sum of the cost of pager lease and access fees
and selling, general and administrative expenses for the last month in the
period by the number of pagers in service at the beginning of such month.
(9) Cash flow from operating activities is derived from the statement of cash
flows and differs from EBITDA (as defined below) primarily due to interest
expense, changes in working capital and nonrecurring charges.
(10) EBITDA is earnings before other income (expense), taxes, depreciation and
amortization and nonrecurring charges. Other income (expense) consists
primarily of interest expense. EBITDA does not represent cash flows as
defined by generally accepted accounting principles and does not necessarily
indicate that cash flows are sufficient to fund all of the Company's cash
needs. EBITDA should not be considered in isolation or as a substitute for
net income, cash from operating activities or other measures of liquidity
determined in accordance with generally accepted accounting principles.
(11) Calculated by dividing EBITDA by the remainder of total revenues less cost
of products sold for the period presented.
(12) Excludes acquisition costs.
(13) Calculated by dividing total debt at the end of the period by EBITDA for
the 12 months ended on the last day of the period, except for the pro forma
ratio for the six months ended June 30, 1996, which is based on annualized
EBITDA.
(14) Gives effect to the acquisitions of PacWest and Georgialina as if they had
occurred on June 30, 1996.
7
<PAGE>
RISK FACTORS
IN ADDITION TO THE OTHER INFORMATION IN THIS PROSPECTUS, THE FOLLOWING
FACTORS SHOULD BE CONSIDERED CAREFULLY BY EACH PROSPECTIVE PURCHASER OF COMMON
STOCK.
ACQUISITION AND GROWTH STRATEGY
The Company intends to continue to pursue an aggressive acquisition
strategy. Since January 1, 1994, the Company has purchased 21 paging operations.
No assurances can be given that further suitable acquisition candidates can be
found or purchased on favorable terms. Moreover, there can be no assurance that
the Company will be able to integrate the paging operations of each of the
acquired companies successfully. If the Company is not successful in integrating
such paging operations, the business of the Company may be adversely affected.
In addition, integration of new acquisitions may, at least in the short term,
have an adverse impact upon the Company's operations.
HIGH DEGREE OF LEVERAGE; RESTRICTIONS IMPOSED BY LENDERS
The Company is highly leveraged. At June 30, 1996, the Company had
approximately $116 million of debt outstanding and the Company's long-term debt
as a percentage of total capitalization was 46%.
The Company's high degree of leverage will have important consequences to
the Company, including the following: (i) the ability of the Company to obtain
additional financing in the future for acquisitions, working capital, capital
expenditures or other purposes, should it need to do so, may be impaired; (ii) a
substantial portion of the Company's cash flow from operations will be required
to be dedicated to the payment of the Company's interest expense, which will
reduce the funds available to the Company for its operations and future business
opportunities; (iii) the Company may be more highly leveraged than some of its
competitors, which may place it at a competitive disadvantage; and (iv) the
Company's high degree of leverage may make it more vulnerable to a downturn in
its business or the economy generally.
The Company's credit facility and the indenture governing the Company's
senior subordinated notes contain financial and operating covenants including,
among other things, requirements that the Company maintain certain financial
ratios and satisfy certain financial tests which may limit the Company's ability
to incur other indebtedness, pay dividends, engage in transactions with
affiliates, sell assets and engage in mergers and consolidations and other
acquisitions. If the Company fails to comply with these covenants, the lenders
will be able to accelerate the maturity of the applicable indebtedness.
LITIGATION.
The Company, its directors, and certain of its officers are defendants in
eight separate actions brought in the United States District Court for the
Northern District of Texas and the District Courts of Dallas County, Texas. The
actions pending in federal court are captioned: WERNER V. PRONET INC., ET AL.,
No. 3-96CV1795-P; BLUM V. PRONET INC., ET AL., No. 3-96CV1845-R; MOLINA V.
PRONET INC., ET AL., No. 3-96CV1972-R; SMITH, ET AL. V. LEHMAN BROTHERS, ET AL.,
No. 3-96CV2116-H; L.L. CAPITAL PARTNERS L.P. V. PRONET INC., ET AL., No.
3-96-CV-02197-D. The actions pending in state court are captioned: DENNIS V.
PRONET INC., ET AL., NO. 96-06509; GREENFIELD V. PRONET INC., ET AL., No.
96-06782-B; and DRUCKER V. PRONET INC., No. 96-06786-L.
Each of these cases purports to be a class action on behalf of a class of
purchasers of the Company's Common Stock. The actions, taken as a group, allege
that the Company violated the Securities Act, the Exchange Act (and Rule 10b-5
thereunder), and certain state statutes and common law doctrines. All of the
actions were filed after the price of the Company's Common Stock decreased in
June 1996. Certain of the actions pertain to an alleged class of plaintiffs who
purchased shares in the Company's $100 million public offering of Common Stock,
which closed on June 5, 1996. Other actions purport to include claims on behalf
of all purchasers of the Company's Common Stock during an alleged class period.
The state cases have been consolidated into a single action. The federal actions
are subject to pending motions
8
<PAGE>
requesting the appointment of lead plaintiffs, as that term is used in the
Private Securities Reform Act of 1995, and requesting that the court consolidate
the various federal actions into two separate consolidated actions, depending
upon the nature of the claims raised.
The Company will vigorously defend the actions. The Company anticipates that
the plaintiffs will claim substantial damages. Because these cases have recently
been filed, the Company cannot predict the amount of damages, if any. The final
outcome of the issues that are the subject of these actions could have a
material adverse effect on the Company's results of operations in 1996 and in
the future.
FUTURE PROFITABILITY
The Company was profitable in 1991, 1992, 1993 and 1994. However, due to the
incurrence of significantly greater depreciation, amortization and interest
expenses in 1995 as a result of the Company's recent acquisitions of commercial
paging companies and the offering of the Company's senior subordinated notes,
the Company was not profitable in 1995 or the first half of 1996. Such increased
expenses may continue, and, if continued, will reduce net income and may
contribute to the Company's incurrence of losses in future periods. No
assurances can be given that the Company will achieve profitability in the
future. See "Summary Financial Data."
SUBSCRIBER TURNOVER
The results of operations of paging service providers such as the Company
may be significantly affected by subscriber cancellations. In order to realize
net growth in pagers in service, disconnected users must be replaced and
additional users must be added. However, the sales and marketing costs
associated with attracting new subscribers are substantial relative to the costs
of providing service to existing customers. Although the Company's current
disconnect rate is in line with the industry average, it may experience a higher
disconnect rate in the future among small businesses and individual consumers,
and there can be no assurance that the Company will not experience an increase
in its subscriber cancellation rate which may adversely affect the Company's
operating results.
COMPETITION AND TECHNOLOGICAL CHANGE
The Company faces direct competition in all of its paging markets.
Competition for subscribers to the Company's paging services in most geographic
markets is based primarily on the price and quality of services offered and the
geographic area covered. Some of the Company's competitors, which include
certain national and regional paging companies and Regional Bell Operating
Companies, possess greater financial and other resources than the Company. There
can be no assurance that additional competitors will not enter markets served by
the Company or that the Company will be able to continue to compete
successfully. In addition, the telecommunications industry is characterized by
rapid technological change. Future technological advances in the industry may
result in the availability of new services or products that could compete
directly with the services and products being provided or developed by the
Company. Recent and proposed regulatory changes by the Federal Communications
Commission (the "FCC") are aimed at encouraging such new services and products.
Moreover, changes in technology could lower the cost of competitive services and
products to a level at which the Company's services and products would become
less competitive or the Company would be required to reduce the prices of its
services and products. There can be no assurance that the Company will be able
to develop or introduce new services and products to remain competitive or that
the Company will not be adversely affected in the event of such technological
developments.
GOVERNMENT REGULATION
The paging industry is subject to regulation by the FCC and, depending on
the jurisdiction, may be regulated by state regulatory agencies. There can be no
assurance that either the FCC or those state
9
<PAGE>
agencies having jurisdiction over the Company's business will not adopt
regulations or take other actions that would adversely affect the business of
the Company.
RELIANCE ON SELECT GROUP OF EXECUTIVES
The Company believes that its success will depend to a significant extent on
the efforts and abilities of a relatively small group of executive personnel.
The loss of services of one or more of these key executives could adversely
affect the Company. The Company does not maintain "key man" life insurance
policies on its executives. However, the Company has entered into three-year
employment agreements with Jackie R. Kimzey, the Company's Chairman and Chief
Executive Officer, and David J. Vucina, the Company's President and Chief
Operating Officer.
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 November 11, 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
SHARES NUMBER OF AMOUNT AND PERCENTAGE
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>
Bay Alarm Company.............................................. 433,971 433,971 --
William E. Koch................................................ 386,821 386,821 --
John K. LaRue.................................................. 76,979 76,979 --
</TABLE>
- ------------------------
(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 $54,000.
PLAN OF DISTRIBUTION
The Offered Securities were issued to the Selling Stockholders in connection
with the acquisition by the Company of the various paging businesses of the
Selling Stockholders in a series of separate transactions. The Offered
Securities may be sold from time to time by the Selling Stockholders. The
Selling Stockholders may from time to time sell all or a portion of the Offered
Securities in transactions on The Nasdaq Stock Market, in the over-the-counter
market, in negotiated transactions, or a combination of such methods of sale, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices; provided, that such
transactions will not include an underwritten public offering. The Offered
Securities may be sold directly or through broker-dealers. If shares of Common
Stock are sold through broker-dealers, the Selling Stockholders may pay
brokerage commissions and
10
<PAGE>
charges. The methods by which the Offered Securities may be sold include (a) a
block trade (which may involve crosses) in which the broker or dealer so engaged
will attempt to sell the securities as agent but may position and resell a
portion of the block as principal to facilitate the transaction; (b) purchases
by a broker or dealer as principal and resale by such broker or dealer for its
own account pursuant to this Prospectus; (c) exchange distributions and/or
secondary distributions in accordance with the rules of The Nasdaq Stock Market;
(d) ordinary brokerage transactions and transactions in which the broker
solicits purchasers; and (e) privately negotiated transactions.
Pursuant to the provisions of various Registration Rights Agreements entered
into by and between the Company and each of the Selling Stockholders, the
Selling Stockholders will pay their costs and expenses of selling the shares of
Common Stock offered hereunder, including commissions and discounts of
underwriters, brokers, dealers, or agents, and the Company has agreed to pay the
costs and expenses incident to its registration and qualification of the Common
Stock offered hereby, including registration and filing fees. In addition, the
Company has agreed to indemnify the Selling Stockholders against certain
liabilities, including liabilities arising under the Securities Act.
The Selling Stockholders and any broker-dealer participating in the
distribution of the Offered Securities may be deemed to be "underwriters" within
the meaning of the Securities Act, and any profit and any commissions paid or
any discounts or concessions allowed to any such broker-dealer may be deemed to
be underwriting discounts and commissions under the Securities Act. The Selling
Stockholders may indemnify any broker-dealer that participates in transactions
involving the sale of shares of Common Stock against certain liabilities,
including liabilities under the Securities Act.
There can be no assurances that the Selling Stockholders will sell any or
all of the shares of Common Stock offered by them hereunder.
VALIDITY OF SECURITIES
The validity of the shares of Common Stock will be passed upon by Vinson &
Elkins L.L.P., Dallas, Texas.
EXPERTS
The consolidated financial statements of ProNet Inc. for the three years
ended December 31, 1995, appearing in ProNet Inc.'s Annual Report on Form 10-K
have been audited by Ernst & Young LLP, independent auditors, as indicated in
their report thereon included therein. Such consolidated financial statements
are incorporated herein by reference in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.
The financial statements of Paging and Cellular of Texas (a sole
proprietorship) and Sun Paging Communications appearing in one of the documents
incorporated herein by reference to the extent and for the periods indicated in
their reports have been audited by KPMG Peat Marwick LLP, independent auditors,
as indicated in their reports incorporated by reference herein in reliance upon
such reports given upon the authority of such firm as experts in accounting and
auditing.
The financial statements of Apple Communication, Inc., SigNet Paging of
Raleigh, Inc., and Cobbwells, Inc. dba Page One Messaging Services appearing in
the Form 8-K dated January 16, 1996, and the financial statements of the Paging
Divisions of Pac-West Telecomm, Inc. and Subsidiary appearing in the Form 8-K
dated October 10, 1996, both of which are incorporated herein by reference to
the extent and for the periods indicated in their reports have been audited by
Ernst & Young LLP, independent auditors, as indicated in their reports
incorporated by reference. Such financial statements are incorporated herein by
reference in reliance upon such reports given upon the authority of such firm as
experts in accounting and auditing.
11
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY, BY ANY SELLING STOCKHOLDER OR UNDERWRITER. NEITHER
THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY
CIRCUMSTANCES CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS
OF THE COMPANY SINCE THE DATE HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFER OR SOLICITATION BY ANYONE IN ANY STATE IN WHICH SUCH OFFER OR SOLICITATION
IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS
NOT QUALIFIED TO DO SO TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION.
------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
AVAILABLE INFORMATION.......................... 2
INCORPORATION OF CERTAIN INFORMATION BY
REFERENCE.................................... 2
PROSPECTUS SUMMARY............................. 4
SUMMARY FINANCIAL DATA......................... 6
RISK FACTORS................................... 8
SELLING STOCKHOLDERS........................... 10
PLAN OF DISTRIBUTION........................... 10
VALIDITY OF SECURITIES......................... 11
EXPERTS........................................ 11
</TABLE>
1,500,000 SHARES
defg
COMMON STOCK
---------------------
PROSPECTUS
---------------------
November 12, 1996
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The expenses, all of which will be paid by the Registrant, in connection
with the registration of Common Stock offered hereby, other than commissions,
are as follows:
<TABLE>
<S> <C>
SEC Registration Fee............................................ $3,238.31
NASDAQ Listing Fee.............................................. 17,500.00
Printing and Engraving Expenses................................. 3,000.00*
Legal Fees and Expenses......................................... 8,000.00
Accounting Fees and Expenses.................................... 20,000.00*
"Blue Sky" Fees and Expenses.................................... 500.00*
Transfer Agent and Registrar Fees............................... 1,000.00*
Miscellaneous................................................... 1,000.00*
---------
Total......................................................... $54,238.31*
---------
---------
</TABLE>
- ------------------------
*Estimated amount.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article Six of the Restated Certificate of Incorporation of the Registrant
provides that the Registrant shall indemnify its directors and officers to the
maximum extent allowed by the Delaware General Corporation Law. Pursuant to
Section 145 of the Delaware General Corporation Law, the Registrant generally
has the power to indemnify its present and former directors and officers against
expenses and liabilities incurred by them in connection with any suit to which
they are, or are threatened to be made, a party by reason of their serving in
those positions so long as they acted in good faith and in a manner they
reasonably believed to be in, or not opposed to, the best interests of the
Registrant, and with respect to any criminal action, so long as they had no
reasonable cause to believe their conduct was unlawful. With respect to suits by
or in the right of the Registrant, however, indemnification is generally limited
to attorneys' fees and other expenses and is not available if the person is
adjudged to be liable to the Registrant, unless the court determines that
indemnification is appropriate. The statute expressly provides that the power to
indemnify authorized thereby is not exclusive of any rights granted under any
bylaw, agreement, vote of stockholders or disinterested directors, or otherwise.
The Registrant also has the power to purchase and maintain insurance for its
directors and officers and has recently obtained such insurance.
The preceding discussion of the Registrant's Restated Certificate of
Incorporation and Section 145 of the Delaware General Corporation Law is not
intended to be exhaustive and is qualified in its entirety by the Restated
Certificate of Incorporation and Section 145 of the Delaware General Corporation
Law.
The Registrant has entered into indemnity agreements with the Registrant's
directors and officers. Pursuant to such agreements, the Registrant will, to the
extent permitted by applicable law, indemnify such persons against all expenses,
judgments, fines and penalties incurred in connection with the defense or
settlement of any actions brought against them by reason of the fact that they
were directors or officers of the Registrant or assumed certain responsibilities
at the direction of the Registrant.
II-1
<PAGE>
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
- ----------- ----------------------------------------------------------------------------------------------------
<C> <S> <C>
4.1 -- Indenture, dated as of June 15, 1995, between the Registrant and First Interstate Bank of Texas,
N.A., as Trustee (filed as an exhibit to the Registrant's Current Report on Form 8-K, dated July
5, 1995, and incorporated herein by reference).
4.2 -- Registration Rights Agreement, dated as of June 15, 1995, between the Registrant, Lehman Brothers,
Inc., Alex. Brown & Sons Incorporated and Paine Webber Incorporated (filed as an exhibit to the
Registrant's Registration Statement on Form S-4 (File No. 33-60925) filed July 7, 1995, and
incorporated herein by reference).
4.3 -- Rights Agreement, dated as of April 5, 1995, between the Registrant and Chemical Shareholder
Services Group, Inc., as Rights Agent, specifying the terms of the rights to purchase the
Registrant's Series A Junior Participating Preferred Stock, and the exhibits thereto (filed as an
exhibit to the Registrant's Registration Statement on Form 8-A dated April 7, 1995, and
incorporated herein by reference).
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.
24.1 -- Powers of Attorney (set forth on signature page).
</TABLE>
- ------------------------
*Previously filed.
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) (i) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement;
(ii) To include any prospectus required in Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");
(iii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the Registration Statement; and
(iv) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration
Statement.
(2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
II-2
<PAGE>
(4) That, for purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report pursuant to section 13(a) or
section 15(d) of the Exchange Act that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described under Item 20 above, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
II-3
<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 amendment to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Dallas, State of Texas, on November 12,
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 amendment
to the Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------
Chairman, Chief Executive
/s/ JACKIE R. KIMZEY* Officer and Director
- ------------------------------ (Principal Executive November 12, 1996
Jackie R. Kimzey Officer)
/s/ DAVID J. VUCINA*
- ------------------------------ President, Chief Operating November 12, 1996
David J. Vucina Officer and Director
Senior Vice President and
/s/ JAN E. GAULDING Chief Financial Officer
- ------------------------------ (Principal Financial and November 12, 1996
Jan E. Gaulding Accounting Officer)
/s/ THOMAS V. BRUNS*
- ------------------------------ Director November 12, 1996
Thomas V. Bruns
/s/ HARVEY B. CASH*
- ------------------------------ Director November 12, 1996
Harvey B. Cash
/s/ EDWARD E. JUNGERMAN*
- ------------------------------ Director November 12, 1996
Edward E. Jungerman
/s/ MARK C. MASUR*
- ------------------------------ Director November 12, 1996
Mark C. Masur
*By: /s/ JAN E. GAULDING
-------------------------
Jan E. Gaulding
ATTORNEY-IN-FACT
II-4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
- ------ --------------------------------------------------------------------------
<C> <S> <C>
4.1 -- Indenture, dated as of June 15, 1995, between the Registrant and First
Interstate Bank of Texas, N.A., as Trustee (filed as an exhibit to the
Registrant's Current Report on Form 8-K, dated July 5, 1995, and
incorporated herein by reference).
4.2 -- Registration Rights Agreement, dated as of June 15, 1995, between the
Registrant, Lehman Brothers, Inc., Alex. Brown & Sons Incorporated and
Paine Webber Incorporated (filed as an exhibit to the Registrant's
Registration Statement on Form S-4 (File No. 33-60925) filed July 7,
1995, and incorporated herein by reference).
4.3 -- Rights Agreement, dated as of April 5, 1995, between the Registrant and
Chemical Shareholder Services Group, Inc., as Rights Agent, specifying
the terms of the rights to purchase the Registrant's Series A Junior
Participating Preferred Stock, and the exhibits thereto (filed as an
exhibit to the Registrant's Registration Statement on Form 8-A dated
April 7, 1995, and incorporated herein by reference).
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.
24.1 -- Powers of Attorney (set forth on signature page).
</TABLE>
- ------------------------
*Previously filed.
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the references to our firm under the caption "Experts" in
Amendment No. 1 to the Registration Statement (Form S-3) and related Prospectus
of ProNet Inc. for the registration of 1,500,000 shares of its common stock and
to the incorporation by reference therein 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 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
Cobbwells, Inc. d/b/a Page One
Messaging Services December 31, 1994 August 24, 1995
The Paging Divisions
of Pac-West Telecomm, Inc. November 30, 1995 January 26, 1996
</TABLE>
Such statements are filed with the Securities and Exchange Commission in
certain Form 8-K's incorporated by reference in the Form S-3 referred to above.
ERNST & YOUNG LLP
November 12, 1996
Dallas, Texas
<PAGE>
EXHIBIT 23.3
The Board of Directors
Paging and Cellular of Texas:
We consent to the incorporation by reference in Amendment No. 1 to the
registration statement on Form S-3 of ProNet Inc. of our report dated September
8, 1995, with respect to the balance sheet of Paging and Cellular of Texas as of
December 31, 1994 and the related statement of operations, stockholder's equity
and cash flows for the year then ended, which report appears in the Form 8-K of
ProNet Inc. dated January 16, 1996.
/s/ KPMG PEAT MARWICK LLP
------------------------------------------
KPMG Peat Marwick LLP
Houston, Texas
November 12, 1996
<PAGE>
EXHIBIT 23.4
INDEPENDENT AUDITORS' CONSENT
The Partners
Sun Paging Communications:
We consent to the incorporation by reference in the registration statement
(No. 333-13907) on Form S-3 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, 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
November 12, 1996
