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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): September 7, 2000
ARCH COMMUNICATIONS GROUP, INC.
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(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
0-23232 31-1358569
(Commission File Number) (I.R.S. Employer Identification No.)
1800 West Park Drive, Suite 250, Westborough, MA 01581
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(Address of Principal Executive Offices) (Zip Code)
(508) 870-6700
(Registrant's Telephone Number, Including Area Code)
NOT APPLICABLE
(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 (the "Company"), Paging Network, Inc., a Delaware corporation
("PageNet") and St. Louis Acquisition Corp., a Delaware corporation and wholly
owned subsidiary of the Company ("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 September 7, 2000, the Company, PageNet and Merger Sub entered into a
further amendment of the Merger Agreement which decreases the number of shares
of the Company's common stock to be issued to PageNet's stockholders in the
Merger and increases the number of shares to be issued to PageNet's creditors by
an equivalent amount. As a result of the amendment, PageNet's stockholders will
receive 0.04796505 of a share of the Company's common stock for each share of
PageNet common stock they own immediately prior to the effective time of the
Merger.
ITEM 7. EXHIBITS
99.1 Amendment No. 4 to Agreement and Plan of Merger, dated as of September
7, 2000, by and among the Company, PageNet and Merger Sub.
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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.
Date: September 20, 2000 ARCH COMMUNICATIONS GROUP, INC.
By: /s/ Gerald J. Cimmino
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Title: Vice President and Treasurer
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