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Previous: CORPORATE EXPRESS INC, PRE 14A, 1996-06-28 |
Next: STEWART ENTERPRISES INC, 10-C, 1996-06-28 |
<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(X) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended December 31, 1995
OR
(__) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
Commission file number 04-2740516
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
PageNet Employees Savings Plan
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
Paging Network, Inc.
4965 Preston Park Blvd.
Suite 600
Plano, Texas 75093
<PAGE> 2
PAGENET EMPLOYEES SAVINGS PLAN
FINANCIAL STATEMENTS
AND SUPPLEMENTAL SCHEDULES
YEARS ENDED DECEMBER 31, 1995 AND 1994
CONTENTS
PAGE
----
<TABLE>
<S> <C>
Report of Independent Auditors 3
Statement of Financial Condition, with Fund Information
as of December 31, 1995 4
Statement of Financial Condition, with Fund Information
as of December 31, 1994 5
Statement of Income and Changes in Plan Equity, with Fund Information
for the Year Ended December 31, 1995 6
Statement of Income and Changes in Plan Equity, with Fund Information
for the Year Ended December 31, 1994 7
Notes to Financial Statements 8
Item 27(a) - Schedule of Assets Held for Investment Purposes 16
Item 27(d) - Schedule of Reportable Transactions 17
</TABLE>
2
<PAGE> 3
REPORT OF INDEPENDENT AUDITORS
The Investment Committee
PageNet Employee Savings Plan
We have audited the accompanying statements of financial condition of the
PageNet Employees Savings Plan (the Plan) as of December 31, 1995 and 1994 and
the related statements of income and changes in plan equity of the years then
ended. These financial statements are the responsibility of the Plan's
Investment Committee. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial condition of the PageNet Employees Savings
Plan at December 31, 1995 and 1994, and the results of its operations and
changes in plan equity for the years then ended in conformity with generally
accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental schedules
of assets held for investment purposes as of December 31, 1995, and reportable
transactions for the year then ended, are presented for purposes of complying
with the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974, and are
not a required part of the basic financial statements. The Fund Information in
the statement of financial condition and the statement of income and changes in
plan equity is presented for purposes of additional analysis rather than to
present the financial condition and results of operations and changes in plan
equity of each fund. The supplemental schedules and Fund Information have been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
Ernst & Young LLP
May 3, 1996
3
<PAGE> 4
PAGENET EMPLOYEES SAVINGS PLAN
STATEMENT OF FINANCIAL CONDITION, WITH FUND INFORMATION
DECEMBER 31, 1995
<TABLE>
<CAPTION>
CONSERVATIVE FIXED INCOME BALANCED
TOTAL FUND FUND FUND
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
ASSETS:
Fair Value of Investments $10,573,006 $ 777,698 $ 720,662 $ 2,139,207
Cash and Cash Equivalents 354,867 4 1,125 371
Due To (From) Funds - (1,337) (508) (6,209)
Employee Contribution
Receivable 129,534 13,704 8,699 21,490
Employer Contribution
Receivable 67,568 5,054 3,852 18,195
Interest and Dividends Receivable 264,955 6,982 7,373 58,807
----------- ----------- ----------- -----------
TOTAL ASSETS $11,389,930 $ 802,105 $ 741,203 $ 2,231,861
=========== =========== =========== ===========
PLAN EQUITY $11,389,930 $ 802,105 $ 741,203 $ 2,231,861
=========== =========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
GROWTH PAGENET STOCK INTERNATIONAL PARTICIPANTS'
FUND FUND FUND LOANS
----------- ------------- ----------- ------------
<S> <C> <C> <C> <C>
ASSETS:
Fair Value of Investments $ 2,491,468 $ 4,031,503 $ 115,108 $ 297,360
Cash and Cash Equivalents 27,306 282,432 34,319 9,310
Due To (From) Funds 13,658 7,366 (10,860) (2,110)
Employee Contribution
Receivable 36,697 43,667 5,277 -
Employer Contribution
Receivable 17,758 21,135 1,574 -
Interest and Dividends Receivable 187,592 572 3,529 100
----------- ------------- ----------- ------------
TOTAL ASSETS $ 2,774,479 $ 4,386,675 $ 148,947 $ 304,660
=========== ============= =========== ============
PLAN EQUITY $ 2,774,479 $ 4,386,675 $ 148,947 $ 304,660
=========== ============= =========== ============
</TABLE>
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
4
<PAGE> 5
PAGENET EMPLOYEES SAVINGS PLAN
STATEMENT OF FINANCIAL CONDITION, WITH FUND INFORMATION
DECEMBER 31, 1994
<TABLE>
<CAPTION>
CONSERVATIVE FIXED INCOME BALANCED
TOTAL FUND FUND FUND
------------ ------------ ------------- -----------
<S> <C> <C> <C> <C>
ASSETS:
Fair Value of Investments $ 5,292,920 $ 415,423 $ 485,394 $ 1,312,935
Cash and Cash Equivalents 273,367 27,011 22,266 54,577
Due To (From) Funds - (343) 1,282 (598)
Employee Contribution
Receivable 102,986 10,120 9,088 21,305
Employer Contribution
Receivable 30,721 3,188 3,033 6,435
Interest and Dividends Receivable 105,481 3,589 4,912 34,787
------------ ------------ ------------- -----------
TOTAL ASSETS $ 5,805,475 $ 458,988 $ 525,975 $ 1,429,441
============ ============ ============= ===========
LIABILITIES AND
PLAN EQUITY:
Excess Contribution Payable $ 19,725 $ 2,426 $ 1,251 $ 4,828
Accounts Payable 6,491 610 (61) (57)
------------ ------------ ------------- -----------
Total Liabilities 26,216 3,036 1,190 4,771
------------ ------------ ------------- -----------
Plan Equity 5,779,259 455,952 524,785 1,424,670
------------ ------------ ------------- -----------
TOTAL LIABILITIES
AND PLAN EQUITY $ 5,805,475 $ 458,988 $ 525,975 $ 1,429,441
============ ============ ============= ===========
</TABLE>
<TABLE>
<CAPTION>
GROWTH PAGENET STOCK INTERNATIONAL PARTICIPANTS'
FUND FUND FUND LOANS
------------ ------------ ------------- -----------
<S> <C> <C> <C> <C>
ASSETS:
Fair Value of Investments $ 1,269,288 $ 1,716,660 $ - $ 93,220
Cash and Cash Equivalents 84,709 78,272 - 6,532
Due To (From) Funds 6,380 479 - (7,200)
Employee Contribution
Receivable 29,915 32,558 - -
Employer Contribution
Receivable 9,100 8,965 -
Interest and Dividends Receivable 59,506 839 - 1,848
------------ ------------ ------------- -----------
TOTAL ASSETS $ 1,458,898 $ 1,837,773 $ - $ 94,400
============ ============ ============= ===========
LIABILITIES AND
PLAN EQUITY:
Excess Contribution Payable $ 7,971 $ 3,249 $ - $ -
Accounts Payable 143 2,554 - 3,302
------------ ------------ ------------- -----------
Total Liabilities 8,114 5,803 - 3,302
------------ ------------ ------------- -----------
Plan Equity 1,450,784 1,831,970 - 91,098
------------ ------------ ------------- -----------
TOTAL LIABILITIES
AND PLAN EQUITY $ 1,458,898 $ 1,837,773 $ - $ 94,400
============ ============ ============= ===========
</TABLE>
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
5
<PAGE> 6
PAGENET EMPLOYEES SAVINGS PLAN
STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY, WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>
CONSERVATIVE FIXED INCOME BALANCED
TOTAL FUND FUND FUND
--------------- ------------ ------------ -----------
<S> <C> <C> <C> <C>
Contributions - Employee $ 3,764,185 $ 397,736 $ 273,822 $ 675,315
Contribution - Employer 458,090 54,434 34,681 90,008
Contributions - Rollover 490,289 58,614 19,893 73,052
Transfers - (87,816) (82,186) (139,994)
Net Appreciation (Depreciation) in
Fair Value of Investments 1,732,523 - 34,524 232,574
Dividends and Interest 429,620 36,219 40,030 145,232
--------------- ------------ ------------ -----------
6,874,707 459,187 320,764 1,076,187
Withdrawals and Loan Repayments 1,264,036 113,034 104,346 268,996
--------------- ------------ ------------ -----------
Net Increase in Plan Equity 5,610,671 346,153 216,418 807,191
Plan Equity at Beginning of Year 5,779,259 455,952 524,785 1,424,670
--------------- ------------ ------------ -----------
Plan Equity at End of Year $ 11,389,930 $ 802,105 $ 741,203 $ 2,231,861
=============== ============ ============ ===========
</TABLE>
<TABLE>
<CAPTION>
GROWTH PAGENET STOCK INTERNATIONAL PARTICIPANTS'
FUND FUND FUND LOANS
------------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
Contributions - Employee $ 1,072,147 $ 1,255,447 $ 89,718 $ -
Contribution - Employer 119,009 149,051 10,907 -
Contributions - Rollover 168,498 158,976 11,256 -
Transfers (111,292) 164,278 35,474 221,536
Net Appreciation (Depreciation) in
Fair Value of Investments 248,740 1,209,955 6,730 -
Dividends and Interest 191,321 4,854 3,851 8,113
------------- ------------ ------------ ------------
1,688,423 2,942,561 157,936 229,649
Withdrawals and Loan Repayments 364,728 387,856 8,989 16,087
------------- ------------ ------------ ------------
Net Increase in Plan Equity 1,323,695 2,554,705 148,947 213,562
Plan Equity at Beginning of Year 1,450,784 1,831,970 - 91,098
------------- ------------ ------------ ------------
Plan Equity at End of Year $ 2,774,479 $ 4,386,675 $ 148,947 $ 304,660
============= ============ ============ ============
</TABLE>
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
6
<PAGE> 7
PAGENET EMPLOYEES SAVINGS PLAN
STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY, WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1994
<TABLE>
<CAPTION>
CONSERVATIVE FIXED INCOME BALANCED
TOTAL FUND FUND FUND
------------ ------------ ------------ ----------
<S> <C> <C> <C> <C>
Contributions - Employee $ 2,810,825 $ 250,637 $ 273,538 $ 646,710
Contribution - Employer 397,111 40,695 41,740 93,053
Contributions - Rollover 213,175 28,316 7,160 69,379
Transfers - (30,412) (32,091) (68,645)
Net Appreciation (Depreciation) in
Fair Value of Investments 117,183 - (21,470) (62,125)
Dividends and Interest 161,507 13,760 22,229 58,554
------------ ------------ ------------ ----------
3,699,801 302,996 291,106 736,926
Withdrawals and Loan Repayments 492,938 38,104 56,713 139,195
------------ ------------ ------------ ----------
Net Increase in Plan Equity 3,206,863 264,892 234,393 597,731
Plan Equity at Beginning of Year 2,572,396 191,060 290,392 826,939
------------ ------------ ------------ ----------
Plan Equity at End of Year $ 5,779,259 $ 455,952 $ 524,785 $1,424,670
============ ============ ============ ==========
</TABLE>
<TABLE>
<CAPTION>
GROWTH PAGENET STOCK INTERNATIONAL PARTICIPANTS'
FUND FUND FUND LOANS
------------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
Contributions - Employee $ 833,878 $ 806,062 $ - $ -
Contribution - Employer 114,113 107,510 - -
Contributions - Rollover 44,990 63,330 - -
Transfers (35,836) 92,410 - 74,574
Net Appreciation (Depreciation) in
Fair Value of Investments (64,053) 264,831 - -
Dividends and Interest 60,126 3,463 - 3,375
------------- ------------ ------------ ------------
953,218 1,337,606 - 77,949
Withdrawals and Loan Repayments 130,265 122,536 - 6,125
------------- ------------ ------------ ------------
Net Increase in Plan Equity 822,953 1,215,070 - 71,824
Plan Equity at Beginning of Year 627,831 616,900 - 19,274
------------- ------------ ------------ ------------
Plan Equity at End of Year $ 1,450,784 $ 1,831,970 $ - $ 91,098
============= ============ ============ ============
</TABLE>
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
7
<PAGE> 8
PAGENET EMPLOYEES SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995
1. DESCRIPTION OF THE PLAN
GENERAL
The PageNet Employees Savings Plan (the Plan) was adopted by Paging Network,
Inc. (the Company) effective January 1, 1993, for eligible employees of the
Company and its participating subsidiaries. The Plan is a defined contribution
plan designed to comply with the Employee Retirement Income Security Act of
1974 (ERISA).
The Plan is administered by the Investment Committee, whose members are
appointed by the Company. Milliman and Robertson provides recordkeeping and
other administrative services for the Plan. Texas Commerce Bank acts as the
Plan's trustee.
Participants may elect the extent to which assets are invested in the following
funds:
(a) Conservative Fund - a money market fund that invests in high quality,
short-term fixed income securities.
(b) Fixed Income Fund - a bond fund that invests in high-quality corporate
and U.S. Government fixed income securities with maturities ranging
from three months to four years.
(c) Balanced Fund - Invests in a pool of equity and fixed income funds.
(d) Growth Fund - Invests in a pool of commingled funds that have a goal
of long-term growth, all of which are invested in stocks. The funds
buy stocks of rapidly growing companies or companies with the
potential for exceptional growth.
(e) PageNet Stock Fund - Invests exclusively in shares of Paging Network,
Inc. common stock.
(f) International Stock Fund - Invests in a pool of international stock
funds that have a goal of long-term growth by investing in stocks of
companies based outside the United States.
A separate account is maintained for each participant. The account balances
for participants are adjusted monthly for:
(a) participant contributions.
(b) the participant's share of employer contributions.
8
<PAGE> 9
PAGENET EMPLOYEES SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(c) the participant's share of income and gains and losses, by fund,
determined by the percentage which the participant's account balance
at the beginning of the month bears to the total of all participant's
account balances at the beginning of the month.
(d) participant withdrawals.
CONTRIBUTIONS
Participating employees may contribute to the Plan up to 15% of their annual
earnings, as defined by the Plan, subject to annual limitations as established
by the United States Treasury Department. Prior to December 31, 1995, the
Company was required to make matching contributions to the Plan in an amount
equal to 25% of employee contributions up to a maximum of 4% of the employee's
compensation. Effective January 1, 1996, the Company contributions to the Plan
will be equal to 50% of employee contributions up to a maximum of 6% of the
employee's compensation.
VESTING
Participants are immediately vested in their contributions plus the actual
earnings thereon. The vesting schedule for employer contributions (adjusted
for gains and losses thereon) is as follows (as defined in the Plan):
<TABLE>
<CAPTION>
Years of Service Portion of Matching Account
Subsequent to January 1, 1993 to which Employees are Entitled
-------------------------------- -------------------------------
<S> <C> <C>
Less than 2 0%
2 33%
3 50%
4 or more 100%
</TABLE>
INCOME TAX STATUS
The Internal Revenue Service (IRS) has determined and informed the Company, by
a letter dated September 10, 1994, that the Plan is designed in accordance with
applicable sections of the Internal Revenue Code (IRC). The Plan has been
amended since receiving the determination letter from the IRS. However, the
Plan administrator and the Plan's tax counsel believe that the Plan is designed
and is being operated in compliance with the applicable requirements of the
IRC.
9
<PAGE> 10
PAGENET EMPLOYEES SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
TERMINATION OF THE PLAN
While the Company has not expressed any intent to do so, the Company, by action
of the Board of Directors, may terminate the Plan. In the event the Plan is
terminated, the participants become fully vested and the net assets of the Plan
are to be distributed to participants in proportion to their account balances.
WITHDRAWALS PAYABLE AND FORFEITURES
As specified in the Plan, a participant, upon retirement or termination, may
choose to receive his or her vested plan balances in a single payment or in the
form of a direct rollover to an IRA or another qualified plan. Participants
who are still employees may elect a withdrawal or loan, subject to certain
restrictions.
Forfeitures from a participant's employer matching account will be used to
reduce employer matching contributions to remaining participants in the period
in which the forfeiture occurred.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
INVESTMENTS AND INVESTMENT INCOME
The investment funds are valued at fair market value as determined by the last
sales price on the last business day of the Plan year as reported on a national
securities exchange.
Purchases and sales of investments are reflected on a trade-date basis.
Investments in portfolios of the Plan's funds are carried at per share net
asset value. Net asset value is based on the market value of each fund
portfolio's underlying assets and liabilities at the date of determination.
CONTRIBUTIONS
Contributions are recorded on the accrual basis.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the amounts reported in the financial statements and accompanying
notes. Actual results could differ from those estimates.
10
<PAGE> 11
PAGENET EMPLOYEES SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
3. INVESTMENTS
INVESTMENTS AS OF DECEMBER 31, 1995 ARE AS FOLLOWS:
<TABLE>
<CAPTION>
SHARES OR FAIR
UNITS VALUE
-------- -------------
<S> <C> <C>
TCB Short - Term Investment Fund 320,546 $ 320,546
TCB Money Market Trust 34,321 34,321
(1) The Vanguard Group Money Market Reserves Prime Portfolio 777,698 777,698
(1) The Vanguard Group Fixed Income Securities Fund 149,248 1,628,668
The Vanguard Group Windsor II 16,218 335,054
(1) Davis New York Venture Fund Class A 83,717 1,215,569
T. Rowe Price International Stock Fund 23,065 282,088
Brandywine Fund, Inc. 12,588 353,485
(1) HCA Securities, Inc. Harbor Capital Appreciation Fund 36,447 826,981
(1) Parkstone Mutual Fund Small Cap Value Fund 28,455 766,291
(1) Paging Network, Inc. Common Stock 165,395 4,031,503
Warburg, Pincus Counsellors, Inc. International Equity Fund 2,969 58,309
Participants' Loans 297,360
-------------
$ 10,927,873
=============
</TABLE>
(1) Represents investment greater than 5% of the fair value of
net assets available for benefits.
11
<PAGE> 12
PAGENET EMPLOYEES SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
3. INVESTMENTS (CONTINUED)
INVESTMENTS AS OF DECEMBER 31, 1994 ARE AS FOLLOWS:
<TABLE>
<CAPTION>
SHARES OR FAIR
UNITS VALUE
------------- --------------
<S> <C> <C>
TCB Short - Term Investment Fund 273,367 $ 273,367
(1) The Vanguard Group Money Market Reserves Prime Portfolio 462,548 900,817
(1) The Vanguard Group Fixed Income Securities Fund 58,741 604,507
The Vanguard Group Windsor II 11,513 182,136
(1) Davis New York Venture Fund Class A 52,756 588,759
T. Rowe Price International Stock Fund 13,397 151,650
Brandywine Fund, Inc. 8,511 200,520
(1) Paging Network, Inc. Common Stock 50,490 1,716,660
(1) Janus Institutional Services Janus Fund 22,996 431,860
(1) Stein Roe and Farnham Stein Roe Equity Trust 19,466 422,791
Participants' Loans 93,220
--------------
$ 5,566,287
==============
</TABLE>
(1) Represents investment greater than 5% of the fair value of net assets
available for benefits.
12
<PAGE> 13
PAGENET EMPLOYEES SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
4. EXPENSES
The expenses incurred by the Trustee in the performance of its duties,
including the Trustee's compensation and the services of the recordkeeper,
shall be paid by the Plan unless paid by the Company. For the fiscal years
ended December 31, 1995 and 1994, the Company paid all of the expenses of the
Plan, aggregating approximately $160,000 and $138,000 in 1995 and 1994,
respectively, for administrative services, trustee fees, and other expenses.
5. RECONCILIATION TO FORM 5500
The following is a reconciliation of net assets available for benefits per the
financial statements to the Form 5500:
<TABLE>
<CAPTION>
December 31,
1995 1994
----------- -----------
<S> <C> <C>
Net assets available for benefits per the financial
statements $11,389,930 $ 5,779,259
Amounts allocated to withdrawing participants (1,141,868) (306,000)
----------- -----------
Net assets available for benefits per the Form 5500 $10,248,062 $ 5,473,259
=========== ===========
</TABLE>
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500:
<TABLE>
<CAPTION>
Year ended
December 31, 1995
-----------------
<S> <C>
Withdrawals and loan payments per the financial statements $1,264,036
Add: Amounts allocated to withdrawing participants at
December 31, 1995 1,141,868
Less: Amounts allocated to withdrawing participants at
December 31, 1994 (306,000)
----------
Withdrawals and loan payments per Form 5500 $2,099,904
==========
</TABLE>
Amounts allocated to withdrawing participants are recorded on the Form 5500 for
benefit claims that have been processed and approved for payment prior to
December 31 but not yet paid as of that date.
13
<PAGE> 14
PAGENET EMPLOYEES SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
6. PARTY-IN-INTEREST TRANSACTIONS
The Plan invests in shares of Paging Network, Inc. common stock, the Plan
sponsor. Plan participants may borrow from their fund accounts a minimum of
$1,000 up to a maximum of $50,000 or 50% of their vested account balance.
These loans are secured by the balance in the participant's account and bear
interest at the prime rate effective on the first day of the month preceding
the loan approval date plus 1%.
These party-in-interest transactions are exempt under ERISA Section 408 (e).
14
<PAGE> 15
SUPPLEMENTAL SCHEDULES
15
<PAGE> 16
PAGENET EMPLOYEES SAVINGS PLAN
ITEM 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1995
<TABLE>
<CAPTION>
SHARES OR CURRENT
ISSUER DESCRIPTION OF INVESTMENT UNITS COST VALUE
- ----------------------------- ------------------------------------- ------- ------------ ----------
<S> <C> <C> <C> <C>
(1) Texas Commerce Bank, N.A. TCB Short-Term Investment Fund 320,546 $ 320,546 $ 320,546
(1) Texas Commerce Bank, N.A. TCB Money Market Trust 34,321 34,321 34,321
The Vanguard Group Money Market Reserves Prime Portfolio 777,698 777,698 777,698
The Vanguard Group Fixed Income Securities Fund 149,248 1,604,088 1,628,668
The Vanguard Group Windsor II 16,218 279,385 335,054
Davis Funds Davis New York Venture Fund Class A 83,717 1,039,294 1,215,569
T. Rowe Price International Stock Fund 23,065 278,775 282,088
Brandywine Brandywine Fund, Inc. 12,588 300,192 353,485
HCA Securities, Inc. Harbor Capital Appreciation Fund 36,447 855,360 826,981
Parkstone Mutual Fund Small Cap Value Fund 28,455 889,414 766,291
(1) Paging Network, Inc. PageNet Stock Fund 165,395 2,452,300 4,031,503
Warburg, Pincus
Counsellors, Inc. International Equity Fund 2,969 54,258 58,309
(1) Plan Participants Loans (Interest rates from 7% to 10%) - - 297,360
------------ -----------
$ 8,885,631 $10,927,873
============ ===========
</TABLE>
(1) Party-in-Interest
16
<PAGE> 17
PAGENET EMPLOYEES SAVINGS PLAN
ITEM 27(D) - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>
(a) Identity of (c) Purchase (d) Selling
Party Involved (b) Description of Asset Price Price (g) Cost
-------------- ------------------------ ------------ ----------- --------
<S> <C> <C> <C> <C>
Category (i) - Single transactions in excess of 5% of plan assets:
- ------------------------------------------------------------------
Janus Institutional Janus Fund - Sale $ - $ 819,014 $ 675,013
Services
Stein Roe and Stein Roe Equity Trust - Sale - 784,960 685,592
Farnham
Category (iii) - Series of securities transactions in excess of 5%
- ------------------------------------------------------------------
of plan assets:
- ---------------
(1) Texas Commerce TCB Short-Term Investment $2,370,771 $ - $2,370,771
Bank, N.A. Fund
(1) Texas Commerce TCB Short-Term Investment - 1,422,863 1,422,863
Bank, N.A. Fund
(1) Texas Commerce TCB Money Market 882,555 - 882,555
Bank, N.A. Trust
(1) Texas Commerce TCB Money Market - 924,747 924,747
Bank, N.A. Trust
The Vanguard Money Market 330,460 - 330,460
Group Reserves Prime Portfolio
The Vanguard Fixed Income Securities 377,284 - 377,284
Group Fund
Davis Funds Davis New York Venture Fund 375,590 - 375,590
Class A
Janus Institutional Janus Fund 234,049 - 234,049
Services
Parkstone Mutual Small Cap Value 889,414 - 889,414
Fund Fund
HCA Securities, Inc. Harbor Capital Appreciation 885,360 - 885,360
Fund
(1) Paging Network, Inc. PageNet Stock Fund 941,320 - 941,320
</TABLE>
<TABLE>
<CAPTION>
(h) Current
Value
of Asset on
(a) Identity of Transaction (i) Net Gain
Party Involved Date or (Loss)
- --------------- ---------- ------------
<S> <C> <C>
Category (i) - Single transactions in excess of 5% of plan assets:
- ------------------------------------------------------------------
Janus Institutional $ 819,014 $ 144,001
Services
Stein Roe and 784,960 99,368
Farnham
Category (iii) - Series of securities transactions in excess of 5%
- ------------------------------------------------------------------
of plan assets:
- ---------------
(1) Texas Commerce $ 2,370,771 $ -
Bank, N.A.
(1) Texas Commerce 1,422,863 -
Bank, N.A.
(1) Texas Commerce 882,555 -
Bank, N.A.
(1) Texas Commerce 924,747 -
Bank, N.A.
The Vanguard 330,460 -
Group
The Vanguard 377,284 -
Group
Davis Funds 375,590 -
Janus Institutional 234,049 -
Services
Parkstone Mutual 889,414 -
Fund
HCA Securities, Inc. 885,360 -
(1) Paging Network, Inc. 941,320 -
</TABLE>
There were no category (ii) or (iv) reportable transactions during the year
ended December 31, 1995.
Columns (e) and (f) are not applicable.
(1) Party-in-Interest
17
<PAGE> 18
SIGNATURES
The Plan. Pursuant to the requirements of the Securities and Exchange
Act of 1934, the Investment Committee has duly caused this Annual Report to be
signed on its behalf by the undersigned hereunto duly authorized.
PAGENET EMPLOYEE SAVINGS PLAN
By Investment Committee Appointed
Pursuant to the Plan:
Date: June 20, 1996 By: /s/ G. Robert Thompson
-----------------------------------------
G. Robert Thompson, Committee
Member - Chairman
Date: June 20, 1996 By: /s/ Levy Curry
-----------------------------------------
Levy Curry, Committee Member
Date: June 20, 1996 By: /s/ Colleen Davidson
-----------------------------------------
Colleen Davidson, Committee
Member
Date: June 20, 1996 By: /s/ Barry Duncan
-----------------------------------------
Barry Duncan, Committee Member
Date: June 20, 1996 By: /s/ Brett Paul
----------------------------------------
Brett Paul, Committee Member
18
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