SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 8-K
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 7, 2000
PAGING NETWORK, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-19494 04-2740516
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
14911 Quorum Drive
Dallas, Texas 75240
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including are code: (972) 801-8000
Not Applicable
(Former name or former address, if changed since last report)
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Item 1. Changes in Control of Registrant.
On November 7, 1999, Paging Network, Inc., a Delaware corporation
(the "Company"), Arch Communications Group, Inc., a Delaware corporation
("Arch") and St. Louis Acquisition Corp., a Delaware corporation and wholly
owned subsidiary of Arch ("Merger Sub"), entered into an Agreement and Plan
of Merger (the "Merger Agreement"), pursuant to which Merger Sub will be
merged with and into the Company (the "Merger") with the Company as the
corporation surviving in the Merger.
On January 7, 2000, the Company, Arch and Merger Sub entered into
an amendment to the Merger Agreement so as to (i) increase the amount of
common equity of Vast Solutions, Inc., a wholly owned subsidiary of the
Company, that the Company may set aside for an employee stock option, stock
ownership or other similar plan from 15% to 20% of such equity ownership,
and (ii) reduce the aggregate principal amount of senior secured debt
financing the Company and Arch must secure in order to consummate the
Merger from $1.5 billion to an amount not less than $1.3 billion.
Item 7. Exhibits
99.1 Agreement and Plan of Merger, dated as of November 7, 1999, by
and among the Company, Arch and Merger Sub. (1)
99.2 Amendment to Agreement and Plan of Merger, dated as of January 7,
2000, by and among the Company, Arch and Merger Sub.
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(1) Previously filed as an exhibit to the Registrant's Current Report
on Form 8-K on November 17, 1999.
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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 18, 2000 PAGING NETWORK, INC.
By: /s/ Ruth Williams
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Ruth Williams
Senior Vice President and
General Counsel
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AMENDMENT
TO
AGREEMENT AND PLAN OF MERGER
AMENDMENT dated as of January 7, 2000 (this "Amendment") between
Paging Network, Inc., a Delaware corporation ("PageNet"), Arch
Communications Group, Inc., a Delaware corporation ("Arch"), and St. Louis
Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of
Arch ("Merger Sub").
WHEREAS, PageNet, Arch and Merger Sub have previously entered into
that certain Agreement and Plan of Merger dated as of November 7, 1999
between PageNet, Arch and Merger Sub (the "Merger Agreement"); and
WHEREAS, the respective Boards of Directors of PageNet, Arch and
Merger Sub have determined that it is in the best interests of PageNet or
Arch, as the case may be, and its respective stockholders to amend the
Merger Agreement as hereinafter set forth and have duly approved this
Amendment and authorized its execution and delivery.
NOW, THEREFORE, the parties hereto agree as follows:
1. All capitalized terms used herein, unless otherwise defined
herein, shall have the meanings given them in the Merger Agreement, and
each reference in the Merger Agreement to "this Agreement", "hereof",
"herein", "hereunder" or "hereby" and each other similar reference shall be
deemed to refer to the Merger Agreement as amended hereby. All references
to the Merger Agreement in any other agreement between PageNet and Arch
relating to the transactions contemplated by the Merger Agreement shall be
deemed to refer to the Merger Agreement as amended hereby.
2. Section 6.1(d)(v) of the Merger Agreement is hereby amended
by replacing the reference to "15%" with "20%".
3. Section 6.17 of the Merger Agreement is hereby amended by
replacing the reference to "$1.5 billion" with "$1.3 billion".
4. Section 7.1(f) of the Merger Agreement is hereby amended by
replacing the reference to "$1.5 billion" with "$1.3 billion".
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IN WITNESS WHEREOF, this Amendment has been duly executed and
delivered by the duly authorized officers of the parties to this Amendment
as of the date first written above.
PAGING NETWORK, INC.
By: /s/ John P. Frazee, Jr.
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Name: John P. Frazee, Jr.
Title: Chairman of the Board and
Chief Executive Officer
ARCH COMMUNICATIONS GROUP, INC.
By: /s/ C.E. Baker, Jr.
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Name: C.E. Baker, Jr.
Title: Chairman of the Board and
Chief Executive Officer
ST. LOUIS ACQUISITION CORP.
By: /s/ C.E. Baker, Jr.
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Name: C.E. Baker, Jr.
Title: Chief Executive Officer
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