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) - October 9, 1996
Sygnet Wireless, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Ohio
(State or Other Jurisdiction of Incorporation)
333-10161
Commission File Number
34-1689165
IRS Employer Identification No.
6550-B Seville Drive
Canfield, Ohio 44406
(Address of Principal Executive Offices, Including Zip Code)
(330) 565-1000
(Registrant's Telephone Number, Including Area Code)
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ITEM 2. ACQUISITION OF ASSETS
On October 9, 1996, Sygnet Wireless, Inc. ("Sygnet") acquired certain
cellular licenses, property, equipment, current assets and current liabilities
of selected systems of Horizon Cellular Telephone Company of Chautauqua, L.P.,
Horizon Cellular Telephone Company of Crawford, L.P. and Horizon Cellular
Telephone Company of Indiana, L.P. ("Horizon"). The systems acquired will
continue to provide cellular service to an estimated population of 1.4 million
in contiguous markets in western Pennsylvania and New York. Pursuant to the
Asset Acquisition Agreement dated July 11, 1996 between Sygnet and Horizon, the
aggregate purchase price was $252,258,661 in cash and was financed through the
issuance of $110,000,000 in 11 1/2% senior notes due 2006, the issuance of
$20,000,000 in redeemable preferred stock and by a syndicated bank credit
facility led by Toronto Dominion (Texas), Inc. and PNC Bank, National
Association.
A copy of the press release issued by Sygnet Wireless, Inc. announcing
completion of the acquisition of certain assets from Horizon is filed herewith
as Exhibit 99 and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) The information required by this item appears on pages F-15 through
F-29 and F-44 through F-49 of Sygnet's Registration Statement (Form
S-1; Registration No. 333-10161) filed with the Securities and Exchange
Commission on September 17, 1996 (The "Registration Statement") and is
incorporated herein by reference thereto.
(b) The information required by this item appears on pages 18 through 25 of
the Registration Statement and is incorporated herein by reference
thereto.
(c) Exhibits
2. Asset Acquisition Agreement among Sygnet Communications, Inc.
and Horizon Cellular Telephone Company of Chautauqua, L.P.,
Horizon Cellular Telephone Company of Crawford, L.P. and
Horizon Cellular Telephone Company of Indiana, L.P, dated July
11, 1996, incorporated by reference to Exhibit No. 10.17 of
the Registration Statement. As permitted by item 601(b)(2) of
Regulation S-K, the schedules and exhibits to this agreement
are not filed herewith. The agreement identifies all omitted
documents, and Sygnet agrees to furnish supplementally a copy
of any such document upon Commission request.
99. Press release, dated October 10, 1996, issued by Sygnet
Wireless, Inc.
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SIGNATURE
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 hereunto duly authorized.
SYGNET WIRELESS, INC.
(Registrant)
By: /s/ Craig T. Sheetz
Dated: October 24, 1996 ------------------------------------
Craig T. Sheetz
Vice President and Chief
Financial Officer
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EXHIBIT 99
Sygnet Wireless Completes Acquisition
CANFIELD, Ohio, Oct. 10 /PRNewswire/ -- Sygnet Wireless, Inc. announced
that it completed the acquisition of certain cellular properties from Horizon
Cellular Group on Wednesday, October 9, 1996. The acquired properties cover a
population of approximately 1.4 million and are located in Western Pennsylvania
and Western New York state.
Sygnet Wireless, Inc. now has cellular systems in Ohio, Pennsylvania
and New York that cover a population of approximately 2.4 million. The Company's
headquarters are located in Canfield, Ohio. Sygnet Wireless, Inc. conducts its
operations through a subsidiary, Sygnet Communications, Inc. and markets under
the Wilcom Cellular and Cellular One names.
CONTACT: Craig T. Sheetz, Vice President & Chief Financial Officer,
of Sygnet Wireless, Inc., 330-565-9504
