SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 8K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 27, 2000
PAGING NETWORK, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-19494 04-2740516
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation File Number) Identification No.)
14911 Quorum Drive
Dallas, Texas 75240
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including are code: (972) 801-8000
Not Applicable
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
On January 27, 2000, the Registrant issued the attached press
release.
Item 7. Exhibits
99.1 Press Release, dated January 27, 2000
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
Dated: January 27, 2000 PAGING NETWORK, INC.
By: /s/ Ruth Williams
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Ruth Williams
Senior Vice President and General
Counsel
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For immediate release Investor contact: Kirk Brewer
(972) 801-8012
Media contact: Scott Baradell
(972) 801-8180
PageNet Will Not Make Cash Interest Payments on
Two Senior Subordinated Notes
DALLAS, January 27, 2000 - PageNet (Nasdaq: PAGE) announced today
that it will not make cash interest payments due February 1, 2000 (totaling
approximately $33.6 million) on its 8.875% and 10.125% Senior Subordinated
Notes. Under the terms of PageNet's Merger Agreement with Arch
Communications, the number of exchanged shares to be received by holders of
these Notes will be adjusted to reflect the additional accrued and unpaid
interest on such Notes.
The company referred investors to PageNet and Arch's filings with
the Securities and Exchange Commission (including PageNet's and Arch's
preliminary proxy materials expected to be filed today) for a full
discussion of the merger and related transactions, including the
consequences of not making cash interest payments. These filings also
include further discussion of PageNet's financial condition and liquidity,
including the expected violation of certain covenants of PageNet's bank
credit facility due to a continuing decline in PageNet's results of
operations during the fourth quarter of 1999.
PageNet announced in November 1999 a definitive agreement to merge
with Arch Communications (Nasdaq: APGR). Expected to be completed in the
first half of 2000, the merger will create a new company with more than 16
million wireless communications subscribers. The merger, which will include
an exchange of equity for PageNet's senior subordinated notes and certain
of Arch's senior discount notes, remains subject to clearance by the
Federal Communications Commission, the Securities and Exchange Commission,
the Department of Justice and PageNet bondholders and shareholders.
PageNet is a leading provider of wireless messaging and information
services with approximately 9 million subscribers in all 50 states, the
District of Columbia, the
-more-
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PageNet Will Not Make Cash Interest
Payments on
Two Senior Subordinated Notes
U.S. Virgin Islands, Puerto Rico and Canada. The company offers a full range
of paging and advanced messaging services, including guaranteed-delivery
messaging, two-way wireless e-mail, and global messaging. PageNet's wholly
owned subsidiary, Vast Solutions, develops integrated wireless solutions to
increase productivity and improve performance for major corporations.
Detailed information for PageNet services are available on the Internet at
www.pagenet.com. Detailed information about Vast Solutions is available at
www.vast.com.
PageNet is a registered trademark of Paging Network, Inc.
Safe Harbor Statement Under the Private Securities Litigation Reform Act of
1995 Statements contained in, or made in conjunction with, this release
which are not historical fact, such as forward-looking statements
concerning future financial performance and growth of the business of
PageNet, Arch and the future combined company, involve risks and
uncertainties, including those described in Arch's and PageNet's most
recent Annual Reports on Form 10-K, the preliminary S-4 Registration
Statements, and other filings with the Securities and Exchange Commission.
Although Arch and PageNet believe the expectations reflected in any
forward-looking statements are based on reasonable assumptions, they can
give no assurance that their expectations will be attained. Factors that
could cause actual results to differ materially from their expectations
include the recapitalization of the combined companies, challenges of
integrating the businesses of Arch and PageNet, competitive pricing
pressures, the introduction of products and services by competitors, the
performance of vendors and independent contractors, costs and timing
associated with post-merger synergies and cost reductions, the timing,
performance and market acceptance of new products and services, including
the construction, testing and placement into operation of the Company's
advanced messaging network, future capital needs following the merger, the
financial condition of the Company and the uncertainty of additional
funding, and other risks. Any forward-looking statements represent the best
judgment of both Arch and PageNet as of the date of this release. The
companies disclaim any intent or obligation to update any forward-looking
statements.
PR0200
