<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) NOVEMBER 5, 1997
-------------------------------
PAGEMART, INC.
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
- --------------------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation)
0-24436 75-2283921
- --------------------------------------------------------------------------------
(Commission File Number) (IRS Employer Identification No.)
6688 NORTH CENTRAL EXPY., STE 800, DALLAS, TX 75206
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(214) 750-5809
- --------------------------------------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
- --------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
<PAGE> 2
ITEM 5. OTHER EVENTS
PageMart, Inc. (the "Company") is proposing to (a) refinance certain of
its outstanding indebtedness (the "Refinancing"), and (b) modify its corporate
structure.
The Refinancing will consist of the purchase of all 12 1/4% Senior
Discount Notes Due 2003 (the "12 1/4% Notes") of the Company tendered in its
tender offer (the "Tender Offer") for all outstanding 12 1/4% Notes and the
elimination of most of the covenants and agreements in the indenture relating to
the 12 1/4% Notes.
The Company will modify its corporate structure by merging (the
"Merger") the Company into its parent corporation, PageMart Wireless, Inc.
("Wireless"), pursuant to which Wireless will be the surviving corporation.
Wireless is proposing to raise approximately $225 million through an
Offering (the "Offering") of Senior Subordinated Discount Notes Due 2007 (the
"New Subordinated Notes") and to amend the terms of certain of the covenants and
agreements in the indenture relating to its 15% Senior Discount Notes due 2005
(the "15% Notes") pursuant to consents being solicited from holders of such
notes.
Wireless intends to use the net proceeds of the Offering of the New
Subordinated Notes to finance the Tender Offer, to fund the initial construction
of its Narrowband Personal Communications Services ("NPCS") network and for
other general corporate purposes.
The New Subordinated Notes will be sold in the United States in a
private placement and outside the United States pursuant to Regulation S.
Accordingly, the New Subordinated Notes will not be registered under the
Securities Act of 1933, as amended, and may not be offered or sold in the United
States absent registration or an applicable exemption from the registration
requirements of such act. This Form 8-K shall not constitute an offer to sell or
the solicitation of an offer to buy, nor shall there be any sale of these
securities in any state in which such offer or solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any
state.
Consummation of the Offering, the Refinancing and the Merger will occur
simultaneously and is conditional upon, among other things, market conditions,
receipt of consents from at least a majority in principal amount at maturity of
the 15% Notes and receipt of tenders of at least a majority in principal amount
at maturity of the 12 1/4% Notes.
Pending Litigation
On October 27, 1997, an action against the Company and Paging Network,
Inc. was filed in Superior Court of the State of California, County of San
Francisco, by two
<PAGE> 3
customers of EconoPage, Inc. ("EconoPage"), a reseller of the Company's services
that had resold the Company's paging services to approximately 38,000 customers.
The Company terminated the reseller agreement due to monetary default by
EconoPage. In the complaint, plaintiffs request class action statues on behalf
of EconoPage customers and alleged that EconoPage was an Agent of the Company,
that the Company was aware that EconoPage's pricing would not permit it to
sustain its business, and the Company permitted EconoPage to continue to enter
into service contracts with customers while EconoPage was having serious
financial difficulties. The complaint alleges violation of statute, fraud and
negligent misrepresentation by the Company, and request injunctive relief as
well as compensatory, punitive, special and incidental damages in an unspecified
amount. The Company denies all claims and will vigorously defend itself. The
Company does not expect the ultimate outcome of this suit to have a material
adverse effect on its results of operations or financial condition.
<PAGE> 4
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.
PAGEMART, INC.
-------------------------------
(Registrant)
Date: NOVEMBER 5, 1997 By: \s\ Frederick G. Anderson
------------------------ ----------------------------
Name: Frederick G. Anderson
--------------------------
Title: Vice President, General
-------------------------
Counsel and Secretary
-------------------------
