SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) June 7, 1999
Aquis Communications Group, Inc.
(formerly known as Paging Partners Corporation)
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 1-13002 22-3281446
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
1719 A Route 10, Suite 300, Parsippany, NJ 07054
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (973) 560-8000
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(Former Name or Former Address, if Changed Since Last Report)
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Item 4. Changes in the Registrant's Certifying Accountant
On June 7, 1999, the Audit Committee of the Registrant's Board of
Directors approved the appointment of PriceWaterhouseCoopers LLP as the
Registrant's certifying accountants for the fiscal year ending December 31,
1999.
On June 7, 1999, Berenson & Company, LLP, the Registrant's certifying
accountants, resigned. There was no adverse opinion or disclaimer of opinion
contained in Berenson & Company LLP's reports on the Registrant's financial
statements for the past two fiscal years and any subsequent interim period, nor
was any of such opinions qualified or modified as to uncertainty, audit scope or
accounting principles.
During the past two fiscal years of the Registrant and any subsequent
interim period, there was no disagreement with Berenson & Company LLP on any
matter of accounting principles or practices, financial statement disclosure or
auditing scope or procedure, which disagreement, if not resolved to the
satisfaction of Berenson & Company LLP, would have caused Berenson & Company LLP
to make reference to the subject matter of the disagreement in connection with
its report.
Item 5. Other Events
On June 9, 1999, the Registrant entered into a Settlement Agreement (the
"Settlement Agreement") with Bell Atlantic Paging, Inc. ("BAPCO") and various
operating telephone company subsidiaries of the Bell Atlantic Corporation ("Bell
Atlantic").
Pursuant to the Settlement Agreement, the parties resolved certain claims
arising from the December 31, 1998 acquisition (the "Bell Acquisition") by Aquis
Communications, Inc., a wholly-owned subsidiary of the Registrant ("Aquis"), of
Bell Atlantic's paging operations and assets. In connection with the settlement,
Aquis has agreed to pay the Bell Atlantic entities an aggregate amount of
$1,111,345 by June 30, 1999 ($899,880 of such amount represents a reimbursement
to BAPCO for payments made by it to third party vendors).
The Settlement Agreement also provides for the termination of certain
indemnification obligations under the Bell Acquisition purchase agreement and
termination of an Indemnity Escrow Agreement pursuant to which Aquis had
deposited in escrow a portion of the purchase price due in connection with the
Bell Acquisition (which was established for the payment of potential
indemnification obligations of the Bell Atlantic entities). Upon termination of
the Escrow Agreement, the money deposited in escrow will be delivered to Bell
Atlantic.
Also pursuant to the Settlement Agreement, BAPCO granted Aquis the option
("Option") of satisfying all of its obligations under its Promissory Note (the
"Note") to BAPCO in the original principal amount of $4,150,000, plus accrued
interest of approximately $185,000, by payment to Bell Atlantic of $3,150,000.
The Option expires on June 30, 1999. Exercise of the Option is conditioned upon
Aquis' payment of the agreed upon balance amount of $1,111,345 referred to
above. Upon Exercise of the Option, the Bell Atlantic entities have agreed to
release the liens placed on Aquis' assets to secure payment of its obligations
under the Note.
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Item 7. Financial Statements and Exhibits
(a) Financial Statements: Not Applicable
(b) Exhibits:
16 Letter re: Change in Certifying Accountant.
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<PAGE>
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.
AQUIS COMMUNICATIONS GROUP, INC.
(Registrant)
Dated: June 10, 1999
By: /s/ John X. Adiletta
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Name: John X. Adiletta
Title: President and Chief Executive
Officer
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[LETTERHEAD OF BERENSON & COMPANY LLP]
June 8, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Aquis Communications Group, Inc.
Ladies and Gentlemen:
We have read Item 4 of Aquis Communications Group, Inc. (formerly known as
Paging Partners Corporation) of Form 8-K dated June 7, 1999 and are in agreement
with the statements contained in that paragraph.
Very truly yours,
/s/ Berenson & Company LLP
BERENSON & COMPANY LLP
New York, NY
