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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): July 24, 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)
0-23232 31-1358569
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(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
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(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 July 24, 2000, the Company, PageNet and Merger Sub entered into a
further amendment of the Merger Agreement which: (i) decreases the merger
consideration to be paid to PageNet stockholders such that PageNet stockholders
will receive 0.08365112 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; (ii) changes the term "stockholders" to "stakeholders" in the provision
regarding consideration of third party acquisition proposals by the respective
boards of PageNet and the Company; (iii) increases the total number of Vast
shares to be distributed to PageNet stockholders in connection with the Merger
from 11.6% of the total equity ownership of Vast to 20.0% of the total equity
ownership of Vast; and (iv) eliminates as a condition to the Company's
obligation to effect the Merger the requirement that the Company receive a
favorable tax opinion of Hale and Dorr LLP regarding the treatment of the merger
for federal income tax purposes.
On July 24, 2000, PageNet and seven of its domestic subsidiaries filed
voluntary petitions for relief under Chapter 11 of the Bankruptcy Code in the
United States Bankruptcy Court for the District of Delaware (In re Paging
Network, Inc., et al., Case No. 00-03098 (GMS)). The Company and PageNet
previously announced that their proposed merger was subject to approval by
PageNet's stockholders and agreement of PageNet's bondholders to exchange their
bonds for the Company's common stock. Shareholder approval and bondholder
agreement will now be sought by PageNet as part of its Chapter 11 case. PageNet
filed its Joint Plan of Reorganization and accompanying Disclosure Statement
with the Bankruptcy Court on July 25, 2000. The Joint Plan of Reorganization is
based upon the Merger Agreement and contemplates consummation of the Merger upon
confirmation of the Joint Plan of Reorganization. A hearing on the adequacy of
the Disclosure Statement has been scheduled for September 7, 2000.
ITEM 7. EXHIBITS
99.1 Amendment No. 3 to Agreement and Plan of Merger, dated as of July
24, 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: July 28, 2000 ARCH COMMUNICATIONS GROUP, INC.
By: /s/ J. Roy Pottle
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Title: Executive Vice President
and Chief Financial Officer
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