-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, F44RY/spNPpRvHMUBOO4GHpMY4WP4fWFpIE7kv1UOfGaiwZb13FSKVI2nQUXt7nt dwKSG0sqgenH13LlcYm9WQ== 0000950134-97-004160.txt : 19970521 0000950134-97-004160.hdr.sgml : 19970521 ACCESSION NUMBER: 0000950134-97-004160 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970515 ITEM INFORMATION: Other events FILED AS OF DATE: 19970520 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: PAGING NETWORK INC CENTRAL INDEX KEY: 0000878324 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 042740516 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19494 FILM NUMBER: 97612039 BUSINESS ADDRESS: STREET 1: 4965 PRESTON PARK BLVD STE 600 CITY: PLANO STATE: TX ZIP: 75093 BUSINESS PHONE: 2149854100 MAIL ADDRESS: STREET 1: 4965 PRESTON PARK BLVD STREET 2: SUITE 600 CITY: PLANO STATE: TX ZIP: 75093 8-K 1 FORM 8-K 1 ================================================================================ UNITED STATES 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): MAY 15, 1997 PAGING NETWORK, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 0-19494 04-2740516 (STATE OR OTHER JURISDICTION OF (COMMISSION (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) FILE NUMBER) IDENTIFICATION NO.) 4965 PRESTON PARK BOULEVARD, SUITE 600 PLANO, TX 75093 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (972) 985-4100 ================================================================================ 2 INFORMATION TO BE INCLUDED IN THE REPORT ITEM 5. OTHER EVENTS On May 15, 1997, the registrant redeemed all of its outstanding $200 million 11.75% Senior Subordinated Notes due May 15, 2002 (the "Notes"). As a result of the redemption, the registrant will record an extraordinary loss of approximately $15 million in the second quarter of 1997. The registrant anticipates an incremental savings in interest expense of approximately $4 million in 1997 as a result of the redemption. The redemption was paid for with funds borrowed under the registrant's $1 billion bank credit agreement. The redemption substitutes approximately $212 million of bank debt ($200 million of principal plus the pre-payment premium) for the $200 million of public debt. Except for the $12 million premium, the registrant's total leverage is not impacted by this transaction. On May 15, 1997, the registrant and Fleet National Bank, as Trustee (the "Trustee"), executed and delivered Discharge of Indenture discharging the Indenture dated as of May 15, 1992 pursuant to which the Notes were issued. The Discharge of Indenture is attached hereto as an exhibit and incorporated herein by reference. EXHIBITS 99.1 Discharge of Indenture. 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. PAGING NETWORK, INC. By: /s/ Kenneth W. Sanders -------------------------------- Kenneth W. Sanders Sr. Vice President and Chief Financial Officer DATED: May 19, 1997 3 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION 99 Discharge of Indenture
EX-99 2 DISCHARGE OF INDENTURE 1 EXHIBIT 99 DISCHARGE OF INDENTURE THIS DISCHARGE OF INDENTURE dated as of May 15, 1997 between PAGING NETWORK, INC., a corporation duly organized and existing under the laws of the State of Delaware (herein called the "Company"), having its principal office at 4965 Preston Park Boulevard, Plano, Texas, and FLEET NATIONAL BANK, a national bank duly organized and existing under the laws of the United States of America (as successor to Shawmut Bank, N.A.), as Trustee under the Indenture referred to below (herein called the "Trustee"); W I T N E S S E T H: WHEREAS, the Company and the Trustee are parties to an Indenture dated as of May 15, 1992, as amended by the First Supplemental Indenture, dated as of November 16, 1994 (collectively, the "Indenture"), pursuant to which the Company issued $200,000,000 in aggregate principal amount of its 11.75% Senior Subordinated Notes due May 15, 2002 (hereinafter called the "Notes"); and WHEREAS, pursuant to Section 1105 of the Indenture, the Company has called all of the outstanding Notes for redemption on May 15, 1997; and WHEREAS, the Company deposited with the Trustee, as trust funds, an amount of money sufficient to pay and discharge the entire indebtedness on the outstanding Notes; and WHEREAS, the Company has paid or caused to be paid all other sums payable under the Indenture by the Company; and WHEREAS, Section 401 of the Indenture provides that, upon satisfaction of certain conditions specified therein, the Trustee shall execute proper instruments acknowledging the satisfaction and discharge of the Indenture; and WHEREAS, the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the satisfaction and discharge of the Indenture have been complied with; 2 -2- NOW, THEREFORE, for and in consideration of the premises and other good and valuable consideration, receipt and sufficiency of which are hereby acknowledged, it is mutually covenanted and agreed as follows: 1. Each of the Company and the Trustee hereby acknowledges, agrees, and confirms that, as of the date hereof, the Indenture has been satisfied and discharged and ceased to be of further effect. 2. Notwithstanding the satisfaction and discharge of the Indenture, the obligations of the Company to the Trustee under Section 607 and the obligations of the Trustee under Section 402 of the Indenture and the last paragraph of Section 1003 of the Indenture shall survive. 3. The recitals contained herein shall be taken as statements of the Company, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Discharge. 4. This Discharge shall be governed by and construed in accordance with the laws of the State of New York. 5. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. IN WITNESS WHEREOF, the parties hereto have caused this Discharge of Indenture to be duly executed, and their respective corporate seals to be hereto affixed and attested, all as of the day and year first above written. 3 -3- PAGING NETWORK, INC. By: /s/ G. ROBERT THOMPSON ------------------------------- G. Robert Thompson Vice President - Finance [Seal] Attest: /s/ ROGER D. FELDMAN - ----------------------------------- Name: Roger D. Feldman Title: Secretary FLEET NATIONAL BANK, As Trustee By: /s/ GERALD BEAZLEY ------------------------------ Authorized Officer [Seal] Attest: /s/ MICHAEL QUAILE - ------------------------------------ Name: Michael Quaile Title: Corporate Trust Officer -----END PRIVACY-ENHANCED MESSAGE-----