PITTENCRIEFF COMMUNICATIONS INC
8-K, 1997-09-22
RADIOTELEPHONE COMMUNICATIONS
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                       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

                              --------------------


                               SEPTEMBER 16, 1997
                        (Date of earliest event reported)


                        PITTENCRIEFF COMMUNICATIONS, INC.
             (Exact name of registrant as specified in its charter)



         DELAWARE                    0-21840                75-2609476
     (State or other               (Commission           (I.R.S. employer
     jurisdiction of              file number)            identification
     incorporation or                                          no.)
       organization)




                                 1 VILLAGE DRIVE
                                    SUITE 500
                              ABILENE, TEXAS  79606
                    (Address of principal executive offices)


                                 (915) 690-5800
                         (Registrant's telephone number,
                              including area code)

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     ITEM 5.  OTHER EVENTS.

     On September 16, 1997, Pittencrieff Communications, Inc. ("PCI"), held a
special meeting of the stockholders of PCI for the purpose of considering and
voting upon a proposal to approve an Amended and Restated Agreement of Merger
and Plan of Reorganization dated as of December 3, 1996 (the "Agreement"), among
PCI, Nextel Communications, Inc. ("Nextel"), Nextel Finance Company, a wholly
owned subsidiary of Nextel ("NFC"), and DCI Merger Inc., a wholly owned
subsidiary of NFC, whereby PCI would become a wholly owned indirect subsidiary
of Nextel.  PCI stockholders approved the proposal  by the affirmative vote of a
majority of the shares of PCI Common Stock outstanding and entitled to vote
thereon at the special meeting as more fully detailed in PCI's press release
dated September 16, 1997, which is incorporated herein by reference.

     ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS.

               (a)  Financial statements of businesses acquired.

                    Not applicable.

               (b)  Pro forma financial information.

                    Not applicable.

               (c)  Exhibits.

     No.       Description
     ---       -----------

     99.1 --   Press Release dated September 16, 1997





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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 hereunto duly authorized.



                                   PITTENCRIEFF COMMUNICATIONS, INC.



Dated: September 19, 1997          By:     /s/ C.G. WHITTEN
                                        ----------------------------------------
                                        C.G. Whitten,
                                        Senior Vice President, General Counsel,
                                        and Secretary





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                                INDEX TO EXHIBITS

     No.       Description
     ---       -----------

     99.1 --   Press Release dated September 16, 1997

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                                                                    EXHIBIT 99.1

                                             [Logo]
                                             Pittencrieff
                                             Communications, Inc.
                                             One Village Drive, Suite 500
                                             P.O. Box 6088
                                             Abilene, Texas 79608

                                             Phone 915-690-5800
                                             Fax 915-690-5885

NEWS RELEASE


                   PCI STOCKHOLDERS APPROVE MERGER WITH NEXTEL

ABILENE, TEXAS, SEPTEMBER 16, 1997-----Pittencrieff Communications, Inc.
(Nasdaq: PITC) ("PCI"), one of the leading providers of Specialized Mobile Radio
("SMR") wireless communications services in the United States, announced today
that PCI stockholders have approved the previously announced merger agreement
with a subsidiary of Nextel Communications, Inc.  The action came at a special
meeting of stockholders held today (September 16) at PCI's headquarters in
Abilene, Texas.

     Completion of the merger is subject to approval by the Federal
Communications Commission ("FCC") and the satisfaction of various customary
closing conditions contained in the merger agreement.

     PCI currently has approximately 6,000  800 MHZ SMR channels covering a
total population of over 25 million people.  PCI provides customized wireless
solutions to more than 88,000 subscribers throughout the Southwestern United
States and parts of North and South Dakota.

                                       ###

For more information, contact:
Thomas R. Modisett, Vice President-Finance & CFO
Jerry J. Bradford, Investor Relations Coordinator
Pittencrieff Communications, Inc.
(915) 690-5800


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