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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
Date of Report (Date of Earliest Event Reported): January 7, 2000
Arch Communications Group, Inc.
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(Exact Name of Registrant as Specified in Its Charter
Delaware
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(State or Other Jurisdiction of Incorporation)
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0-23232 31-1358569
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(Commission File Number) (I.R.S. Employer Identification No.)
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1800 West Park Drive, Suite 250, Westborough, MA 01581
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(Address of Principal Executive Offices) (Zip Code)
(508) 870-6700
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(Registrant's Telephone Number, Including Area Code)
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 November 7, 1999, Arch Communications Group, Inc., a Delaware
corporation ("Arch"), Paging Network, Inc., a Delaware corporation ("PageNet")
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 PageNet (the "Merger") with PageNet as the corporation surviving in the
Merger.
On January 7, 2000, PageNet, 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 PageNet, that
PageNet 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 PageNet 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
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99.1 Amendment to Agreement and Plan of Merger, dated as of January 7, 2000,
by and among PageNet, Arch and Merger Sub.
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ARCH COMMUNICATIONS GROUP, INC.
By: /s/ Gerald J. Cimmino
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Gerald J. Cimmino
Vice President and Treasurer
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EXHIBIT 99.1
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
