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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 3, 1997
PAGEMART WIRELESS, 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)
0-28196 75-2575229
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(Commission File Number) (IRS Employer Identification No.
6688 NORTH CENTRAL EXPY., STE 800, DALLAS, TX 75206
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(Address of Principal Executive Offices) (Zip Code)
(214) 750-5809
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS
PageMart Wireless, Inc. (the "Company") is proposing to (a) raise
approximately $225 million through an offering (the "Offering") of Senior
Subordinated Discount Notes Due 2007 (the "New Subordinated Notes"), (b)
refinance certain of its outstanding indebtedness (the "Refinancing"), and (c)
modify its corporate structure.
The Refinancing will consist of the following: (i) the purchase of all
12 1/4% Senior Discount Notes Due 2003 (the "12 1/4% Notes") of the Company's
wholly-owned subsidiary, PageMart, Inc. ("PageMart"), tendered to PageMart 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; and (ii) the amendment of the terms of certain
of the covenants and agreements in the indenture relating to the Company's 15%
Senior Discount Notes due 2005 (the "15% Notes") pursuant to consents being
solicited from holders of such notes.
The Company will modify its corporate structure by merging (the
"Merger") PageMart into the Company, pursuant to which the Company will be the
surviving corporation.
The Company 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 the Company's 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 PageMart, Inc., a wholly owned
subsidiary of the Company ("PageMart"), and Paging Network, Inc. was filed in
Superior
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Court of the State of California, County of San Francisco, by two customers of
EconoPage, Inc. ("EconoPage"), a reseller of the Company's services that had
resold PageMart's paging services to approximately 38,000 customers. PageMart
terminated the reseller agreement due to monetary default by EconoPage. In the
complaint, plaintiffs request class action status on behalf of EconoPage
customers and allege that EconoPage was an Agent of PageMart, that PageMart was
aware that EconoPage's pricing would not permit it to sustain its business, and
PageMart 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 PageMart, and requests injunctive relief as well as compensatory, punitive,
special and incidental damages in an unspecified amount. PageMart 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.
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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 WIRELESS, INC.
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(Registrant)
Date: NOVEMBER 3, 1997 By: /s/ FREDERICK G. ANDERSON
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Name: Frederick G. Anderson
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Title: Vice President, General Counsel
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