-----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, K6uf/o+HjrObTpA3ulNO1s30njZG4NBhVzwS27nbSpIul7xITtvF05w3kvR98IOt L5anadzjDGm3hUBjjPITJA== 0000950134-96-003233.txt : 19960701 0000950134-96-003233.hdr.sgml : 19960701 ACCESSION NUMBER: 0000950134-96-003233 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960628 SROS: NONE 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: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19494 FILM NUMBER: 96587946 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 11-K 1 FORM 11-K FOR YEAR ENDED DECEMBER 31, 1995 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K (X) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED) For the fiscal year ended December 31, 1995 OR (__) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) Commission file number 04-2740516 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: PageNet Employees Savings Plan B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: Paging Network, Inc. 4965 Preston Park Blvd. Suite 600 Plano, Texas 75093 2 PAGENET EMPLOYEES SAVINGS PLAN FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES YEARS ENDED DECEMBER 31, 1995 AND 1994 CONTENTS PAGE ---- Report of Independent Auditors 3 Statement of Financial Condition, with Fund Information as of December 31, 1995 4 Statement of Financial Condition, with Fund Information as of December 31, 1994 5 Statement of Income and Changes in Plan Equity, with Fund Information for the Year Ended December 31, 1995 6 Statement of Income and Changes in Plan Equity, with Fund Information for the Year Ended December 31, 1994 7 Notes to Financial Statements 8 Item 27(a) - Schedule of Assets Held for Investment Purposes 16 Item 27(d) - Schedule of Reportable Transactions 17
2 3 REPORT OF INDEPENDENT AUDITORS The Investment Committee PageNet Employee Savings Plan We have audited the accompanying statements of financial condition of the PageNet Employees Savings Plan (the Plan) as of December 31, 1995 and 1994 and the related statements of income and changes in plan equity of the years then ended. These financial statements are the responsibility of the Plan's Investment Committee. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial condition of the PageNet Employees Savings Plan at December 31, 1995 and 1994, and the results of its operations and changes in plan equity for the years then ended in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental schedules of assets held for investment purposes as of December 31, 1995, and reportable transactions for the year then ended, are presented for purposes of complying with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, and are not a required part of the basic financial statements. The Fund Information in the statement of financial condition and the statement of income and changes in plan equity is presented for purposes of additional analysis rather than to present the financial condition and results of operations and changes in plan equity of each fund. The supplemental schedules and Fund Information have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. Ernst & Young LLP May 3, 1996 3 4 PAGENET EMPLOYEES SAVINGS PLAN STATEMENT OF FINANCIAL CONDITION, WITH FUND INFORMATION DECEMBER 31, 1995
CONSERVATIVE FIXED INCOME BALANCED TOTAL FUND FUND FUND ----------- ----------- ----------- ----------- ASSETS: Fair Value of Investments $10,573,006 $ 777,698 $ 720,662 $ 2,139,207 Cash and Cash Equivalents 354,867 4 1,125 371 Due To (From) Funds - (1,337) (508) (6,209) Employee Contribution Receivable 129,534 13,704 8,699 21,490 Employer Contribution Receivable 67,568 5,054 3,852 18,195 Interest and Dividends Receivable 264,955 6,982 7,373 58,807 ----------- ----------- ----------- ----------- TOTAL ASSETS $11,389,930 $ 802,105 $ 741,203 $ 2,231,861 =========== =========== =========== =========== PLAN EQUITY $11,389,930 $ 802,105 $ 741,203 $ 2,231,861 =========== =========== =========== ===========
GROWTH PAGENET STOCK INTERNATIONAL PARTICIPANTS' FUND FUND FUND LOANS ----------- ------------- ----------- ------------ ASSETS: Fair Value of Investments $ 2,491,468 $ 4,031,503 $ 115,108 $ 297,360 Cash and Cash Equivalents 27,306 282,432 34,319 9,310 Due To (From) Funds 13,658 7,366 (10,860) (2,110) Employee Contribution Receivable 36,697 43,667 5,277 - Employer Contribution Receivable 17,758 21,135 1,574 - Interest and Dividends Receivable 187,592 572 3,529 100 ----------- ------------- ----------- ------------ TOTAL ASSETS $ 2,774,479 $ 4,386,675 $ 148,947 $ 304,660 =========== ============= =========== ============ PLAN EQUITY $ 2,774,479 $ 4,386,675 $ 148,947 $ 304,660 =========== ============= =========== ============
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS 4 5 PAGENET EMPLOYEES SAVINGS PLAN STATEMENT OF FINANCIAL CONDITION, WITH FUND INFORMATION DECEMBER 31, 1994
CONSERVATIVE FIXED INCOME BALANCED TOTAL FUND FUND FUND ------------ ------------ ------------- ----------- ASSETS: Fair Value of Investments $ 5,292,920 $ 415,423 $ 485,394 $ 1,312,935 Cash and Cash Equivalents 273,367 27,011 22,266 54,577 Due To (From) Funds - (343) 1,282 (598) Employee Contribution Receivable 102,986 10,120 9,088 21,305 Employer Contribution Receivable 30,721 3,188 3,033 6,435 Interest and Dividends Receivable 105,481 3,589 4,912 34,787 ------------ ------------ ------------- ----------- TOTAL ASSETS $ 5,805,475 $ 458,988 $ 525,975 $ 1,429,441 ============ ============ ============= =========== LIABILITIES AND PLAN EQUITY: Excess Contribution Payable $ 19,725 $ 2,426 $ 1,251 $ 4,828 Accounts Payable 6,491 610 (61) (57) ------------ ------------ ------------- ----------- Total Liabilities 26,216 3,036 1,190 4,771 ------------ ------------ ------------- ----------- Plan Equity 5,779,259 455,952 524,785 1,424,670 ------------ ------------ ------------- ----------- TOTAL LIABILITIES AND PLAN EQUITY $ 5,805,475 $ 458,988 $ 525,975 $ 1,429,441 ============ ============ ============= ===========
GROWTH PAGENET STOCK INTERNATIONAL PARTICIPANTS' FUND FUND FUND LOANS ------------ ------------ ------------- ----------- ASSETS: Fair Value of Investments $ 1,269,288 $ 1,716,660 $ - $ 93,220 Cash and Cash Equivalents 84,709 78,272 - 6,532 Due To (From) Funds 6,380 479 - (7,200) Employee Contribution Receivable 29,915 32,558 - - Employer Contribution Receivable 9,100 8,965 - Interest and Dividends Receivable 59,506 839 - 1,848 ------------ ------------ ------------- ----------- TOTAL ASSETS $ 1,458,898 $ 1,837,773 $ - $ 94,400 ============ ============ ============= =========== LIABILITIES AND PLAN EQUITY: Excess Contribution Payable $ 7,971 $ 3,249 $ - $ - Accounts Payable 143 2,554 - 3,302 ------------ ------------ ------------- ----------- Total Liabilities 8,114 5,803 - 3,302 ------------ ------------ ------------- ----------- Plan Equity 1,450,784 1,831,970 - 91,098 ------------ ------------ ------------- ----------- TOTAL LIABILITIES AND PLAN EQUITY $ 1,458,898 $ 1,837,773 $ - $ 94,400 ============ ============ ============= ===========
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS 5 6 PAGENET EMPLOYEES SAVINGS PLAN STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY, WITH FUND INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1995
CONSERVATIVE FIXED INCOME BALANCED TOTAL FUND FUND FUND --------------- ------------ ------------ ----------- Contributions - Employee $ 3,764,185 $ 397,736 $ 273,822 $ 675,315 Contribution - Employer 458,090 54,434 34,681 90,008 Contributions - Rollover 490,289 58,614 19,893 73,052 Transfers - (87,816) (82,186) (139,994) Net Appreciation (Depreciation) in Fair Value of Investments 1,732,523 - 34,524 232,574 Dividends and Interest 429,620 36,219 40,030 145,232 --------------- ------------ ------------ ----------- 6,874,707 459,187 320,764 1,076,187 Withdrawals and Loan Repayments 1,264,036 113,034 104,346 268,996 --------------- ------------ ------------ ----------- Net Increase in Plan Equity 5,610,671 346,153 216,418 807,191 Plan Equity at Beginning of Year 5,779,259 455,952 524,785 1,424,670 --------------- ------------ ------------ ----------- Plan Equity at End of Year $ 11,389,930 $ 802,105 $ 741,203 $ 2,231,861 =============== ============ ============ ===========
GROWTH PAGENET STOCK INTERNATIONAL PARTICIPANTS' FUND FUND FUND LOANS ------------- ------------ ------------ ------------ Contributions - Employee $ 1,072,147 $ 1,255,447 $ 89,718 $ - Contribution - Employer 119,009 149,051 10,907 - Contributions - Rollover 168,498 158,976 11,256 - Transfers (111,292) 164,278 35,474 221,536 Net Appreciation (Depreciation) in Fair Value of Investments 248,740 1,209,955 6,730 - Dividends and Interest 191,321 4,854 3,851 8,113 ------------- ------------ ------------ ------------ 1,688,423 2,942,561 157,936 229,649 Withdrawals and Loan Repayments 364,728 387,856 8,989 16,087 ------------- ------------ ------------ ------------ Net Increase in Plan Equity 1,323,695 2,554,705 148,947 213,562 Plan Equity at Beginning of Year 1,450,784 1,831,970 - 91,098 ------------- ------------ ------------ ------------ Plan Equity at End of Year $ 2,774,479 $ 4,386,675 $ 148,947 $ 304,660 ============= ============ ============ ============
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS 6 7 PAGENET EMPLOYEES SAVINGS PLAN STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY, WITH FUND INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1994
CONSERVATIVE FIXED INCOME BALANCED TOTAL FUND FUND FUND ------------ ------------ ------------ ---------- Contributions - Employee $ 2,810,825 $ 250,637 $ 273,538 $ 646,710 Contribution - Employer 397,111 40,695 41,740 93,053 Contributions - Rollover 213,175 28,316 7,160 69,379 Transfers - (30,412) (32,091) (68,645) Net Appreciation (Depreciation) in Fair Value of Investments 117,183 - (21,470) (62,125) Dividends and Interest 161,507 13,760 22,229 58,554 ------------ ------------ ------------ ---------- 3,699,801 302,996 291,106 736,926 Withdrawals and Loan Repayments 492,938 38,104 56,713 139,195 ------------ ------------ ------------ ---------- Net Increase in Plan Equity 3,206,863 264,892 234,393 597,731 Plan Equity at Beginning of Year 2,572,396 191,060 290,392 826,939 ------------ ------------ ------------ ---------- Plan Equity at End of Year $ 5,779,259 $ 455,952 $ 524,785 $1,424,670 ============ ============ ============ ==========
GROWTH PAGENET STOCK INTERNATIONAL PARTICIPANTS' FUND FUND FUND LOANS ------------- ------------ ------------ ------------ Contributions - Employee $ 833,878 $ 806,062 $ - $ - Contribution - Employer 114,113 107,510 - - Contributions - Rollover 44,990 63,330 - - Transfers (35,836) 92,410 - 74,574 Net Appreciation (Depreciation) in Fair Value of Investments (64,053) 264,831 - - Dividends and Interest 60,126 3,463 - 3,375 ------------- ------------ ------------ ------------ 953,218 1,337,606 - 77,949 Withdrawals and Loan Repayments 130,265 122,536 - 6,125 ------------- ------------ ------------ ------------ Net Increase in Plan Equity 822,953 1,215,070 - 71,824 Plan Equity at Beginning of Year 627,831 616,900 - 19,274 ------------- ------------ ------------ ------------ Plan Equity at End of Year $ 1,450,784 $ 1,831,970 $ - $ 91,098 ============= ============ ============ ============
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS 7 8 PAGENET EMPLOYEES SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1995 1. DESCRIPTION OF THE PLAN GENERAL The PageNet Employees Savings Plan (the Plan) was adopted by Paging Network, Inc. (the Company) effective January 1, 1993, for eligible employees of the Company and its participating subsidiaries. The Plan is a defined contribution plan designed to comply with the Employee Retirement Income Security Act of 1974 (ERISA). The Plan is administered by the Investment Committee, whose members are appointed by the Company. Milliman and Robertson provides recordkeeping and other administrative services for the Plan. Texas Commerce Bank acts as the Plan's trustee. Participants may elect the extent to which assets are invested in the following funds: (a) Conservative Fund - a money market fund that invests in high quality, short-term fixed income securities. (b) Fixed Income Fund - a bond fund that invests in high-quality corporate and U.S. Government fixed income securities with maturities ranging from three months to four years. (c) Balanced Fund - Invests in a pool of equity and fixed income funds. (d) Growth Fund - Invests in a pool of commingled funds that have a goal of long-term growth, all of which are invested in stocks. The funds buy stocks of rapidly growing companies or companies with the potential for exceptional growth. (e) PageNet Stock Fund - Invests exclusively in shares of Paging Network, Inc. common stock. (f) International Stock Fund - Invests in a pool of international stock funds that have a goal of long-term growth by investing in stocks of companies based outside the United States. A separate account is maintained for each participant. The account balances for participants are adjusted monthly for: (a) participant contributions. (b) the participant's share of employer contributions. 8 9 PAGENET EMPLOYEES SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (CONTINUED) (c) the participant's share of income and gains and losses, by fund, determined by the percentage which the participant's account balance at the beginning of the month bears to the total of all participant's account balances at the beginning of the month. (d) participant withdrawals. CONTRIBUTIONS Participating employees may contribute to the Plan up to 15% of their annual earnings, as defined by the Plan, subject to annual limitations as established by the United States Treasury Department. Prior to December 31, 1995, the Company was required to make matching contributions to the Plan in an amount equal to 25% of employee contributions up to a maximum of 4% of the employee's compensation. Effective January 1, 1996, the Company contributions to the Plan will be equal to 50% of employee contributions up to a maximum of 6% of the employee's compensation. VESTING Participants are immediately vested in their contributions plus the actual earnings thereon. The vesting schedule for employer contributions (adjusted for gains and losses thereon) is as follows (as defined in the Plan):
Years of Service Portion of Matching Account Subsequent to January 1, 1993 to which Employees are Entitled -------------------------------- ------------------------------- Less than 2 0% 2 33% 3 50% 4 or more 100%
INCOME TAX STATUS The Internal Revenue Service (IRS) has determined and informed the Company, by a letter dated September 10, 1994, that the Plan is designed in accordance with applicable sections of the Internal Revenue Code (IRC). The Plan has been amended since receiving the determination letter from the IRS. However, the Plan administrator and the Plan's tax counsel believe that the Plan is designed and is being operated in compliance with the applicable requirements of the IRC. 9 10 PAGENET EMPLOYEES SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (CONTINUED) TERMINATION OF THE PLAN While the Company has not expressed any intent to do so, the Company, by action of the Board of Directors, may terminate the Plan. In the event the Plan is terminated, the participants become fully vested and the net assets of the Plan are to be distributed to participants in proportion to their account balances. WITHDRAWALS PAYABLE AND FORFEITURES As specified in the Plan, a participant, upon retirement or termination, may choose to receive his or her vested plan balances in a single payment or in the form of a direct rollover to an IRA or another qualified plan. Participants who are still employees may elect a withdrawal or loan, subject to certain restrictions. Forfeitures from a participant's employer matching account will be used to reduce employer matching contributions to remaining participants in the period in which the forfeiture occurred. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES INVESTMENTS AND INVESTMENT INCOME The investment funds are valued at fair market value as determined by the last sales price on the last business day of the Plan year as reported on a national securities exchange. Purchases and sales of investments are reflected on a trade-date basis. Investments in portfolios of the Plan's funds are carried at per share net asset value. Net asset value is based on the market value of each fund portfolio's underlying assets and liabilities at the date of determination. CONTRIBUTIONS Contributions are recorded on the accrual basis. USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. 10 11 PAGENET EMPLOYEES SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (CONTINUED) 3. INVESTMENTS INVESTMENTS AS OF DECEMBER 31, 1995 ARE AS FOLLOWS:
SHARES OR FAIR UNITS VALUE -------- ------------- TCB Short - Term Investment Fund 320,546 $ 320,546 TCB Money Market Trust 34,321 34,321 (1) The Vanguard Group Money Market Reserves Prime Portfolio 777,698 777,698 (1) The Vanguard Group Fixed Income Securities Fund 149,248 1,628,668 The Vanguard Group Windsor II 16,218 335,054 (1) Davis New York Venture Fund Class A 83,717 1,215,569 T. Rowe Price International Stock Fund 23,065 282,088 Brandywine Fund, Inc. 12,588 353,485 (1) HCA Securities, Inc. Harbor Capital Appreciation Fund 36,447 826,981 (1) Parkstone Mutual Fund Small Cap Value Fund 28,455 766,291 (1) Paging Network, Inc. Common Stock 165,395 4,031,503 Warburg, Pincus Counsellors, Inc. International Equity Fund 2,969 58,309 Participants' Loans 297,360 ------------- $ 10,927,873 =============
(1) Represents investment greater than 5% of the fair value of net assets available for benefits. 11 12 PAGENET EMPLOYEES SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (CONTINUED) 3. INVESTMENTS (CONTINUED) INVESTMENTS AS OF DECEMBER 31, 1994 ARE AS FOLLOWS:
SHARES OR FAIR UNITS VALUE ------------- -------------- TCB Short - Term Investment Fund 273,367 $ 273,367 (1) The Vanguard Group Money Market Reserves Prime Portfolio 462,548 900,817 (1) The Vanguard Group Fixed Income Securities Fund 58,741 604,507 The Vanguard Group Windsor II 11,513 182,136 (1) Davis New York Venture Fund Class A 52,756 588,759 T. Rowe Price International Stock Fund 13,397 151,650 Brandywine Fund, Inc. 8,511 200,520 (1) Paging Network, Inc. Common Stock 50,490 1,716,660 (1) Janus Institutional Services Janus Fund 22,996 431,860 (1) Stein Roe and Farnham Stein Roe Equity Trust 19,466 422,791 Participants' Loans 93,220 -------------- $ 5,566,287 ==============
(1) Represents investment greater than 5% of the fair value of net assets available for benefits. 12 13 PAGENET EMPLOYEES SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (CONTINUED) 4. EXPENSES The expenses incurred by the Trustee in the performance of its duties, including the Trustee's compensation and the services of the recordkeeper, shall be paid by the Plan unless paid by the Company. For the fiscal years ended December 31, 1995 and 1994, the Company paid all of the expenses of the Plan, aggregating approximately $160,000 and $138,000 in 1995 and 1994, respectively, for administrative services, trustee fees, and other expenses. 5. RECONCILIATION TO FORM 5500 The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500:
December 31, 1995 1994 ----------- ----------- Net assets available for benefits per the financial statements $11,389,930 $ 5,779,259 Amounts allocated to withdrawing participants (1,141,868) (306,000) ----------- ----------- Net assets available for benefits per the Form 5500 $10,248,062 $ 5,473,259 =========== ===========
The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500:
Year ended December 31, 1995 ----------------- Withdrawals and loan payments per the financial statements $1,264,036 Add: Amounts allocated to withdrawing participants at December 31, 1995 1,141,868 Less: Amounts allocated to withdrawing participants at December 31, 1994 (306,000) ---------- Withdrawals and loan payments per Form 5500 $2,099,904 ==========
Amounts allocated to withdrawing participants are recorded on the Form 5500 for benefit claims that have been processed and approved for payment prior to December 31 but not yet paid as of that date. 13 14 PAGENET EMPLOYEES SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (CONTINUED) 6. PARTY-IN-INTEREST TRANSACTIONS The Plan invests in shares of Paging Network, Inc. common stock, the Plan sponsor. Plan participants may borrow from their fund accounts a minimum of $1,000 up to a maximum of $50,000 or 50% of their vested account balance. These loans are secured by the balance in the participant's account and bear interest at the prime rate effective on the first day of the month preceding the loan approval date plus 1%. These party-in-interest transactions are exempt under ERISA Section 408 (e). 14 15 SUPPLEMENTAL SCHEDULES 15 16 PAGENET EMPLOYEES SAVINGS PLAN ITEM 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 1995
SHARES OR CURRENT ISSUER DESCRIPTION OF INVESTMENT UNITS COST VALUE - ----------------------------- ------------------------------------- ------- ------------ ---------- (1) Texas Commerce Bank, N.A. TCB Short-Term Investment Fund 320,546 $ 320,546 $ 320,546 (1) Texas Commerce Bank, N.A. TCB Money Market Trust 34,321 34,321 34,321 The Vanguard Group Money Market Reserves Prime Portfolio 777,698 777,698 777,698 The Vanguard Group Fixed Income Securities Fund 149,248 1,604,088 1,628,668 The Vanguard Group Windsor II 16,218 279,385 335,054 Davis Funds Davis New York Venture Fund Class A 83,717 1,039,294 1,215,569 T. Rowe Price International Stock Fund 23,065 278,775 282,088 Brandywine Brandywine Fund, Inc. 12,588 300,192 353,485 HCA Securities, Inc. Harbor Capital Appreciation Fund 36,447 855,360 826,981 Parkstone Mutual Fund Small Cap Value Fund 28,455 889,414 766,291 (1) Paging Network, Inc. PageNet Stock Fund 165,395 2,452,300 4,031,503 Warburg, Pincus Counsellors, Inc. International Equity Fund 2,969 54,258 58,309 (1) Plan Participants Loans (Interest rates from 7% to 10%) - - 297,360 ------------ ----------- $ 8,885,631 $10,927,873 ============ ===========
(1) Party-in-Interest 16 17 PAGENET EMPLOYEES SAVINGS PLAN ITEM 27(D) - SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1995
(a) Identity of (c) Purchase (d) Selling Party Involved (b) Description of Asset Price Price (g) Cost -------------- ------------------------ ------------ ----------- -------- Category (i) - Single transactions in excess of 5% of plan assets: - ------------------------------------------------------------------ Janus Institutional Janus Fund - Sale $ - $ 819,014 $ 675,013 Services Stein Roe and Stein Roe Equity Trust - Sale - 784,960 685,592 Farnham Category (iii) - Series of securities transactions in excess of 5% - ------------------------------------------------------------------ of plan assets: - --------------- (1) Texas Commerce TCB Short-Term Investment $2,370,771 $ - $2,370,771 Bank, N.A. Fund (1) Texas Commerce TCB Short-Term Investment - 1,422,863 1,422,863 Bank, N.A. Fund (1) Texas Commerce TCB Money Market 882,555 - 882,555 Bank, N.A. Trust (1) Texas Commerce TCB Money Market - 924,747 924,747 Bank, N.A. Trust The Vanguard Money Market 330,460 - 330,460 Group Reserves Prime Portfolio The Vanguard Fixed Income Securities 377,284 - 377,284 Group Fund Davis Funds Davis New York Venture Fund 375,590 - 375,590 Class A Janus Institutional Janus Fund 234,049 - 234,049 Services Parkstone Mutual Small Cap Value 889,414 - 889,414 Fund Fund HCA Securities, Inc. Harbor Capital Appreciation 885,360 - 885,360 Fund (1) Paging Network, Inc. PageNet Stock Fund 941,320 - 941,320
(h) Current Value of Asset on (a) Identity of Transaction (i) Net Gain Party Involved Date or (Loss) - --------------- ---------- ------------ Category (i) - Single transactions in excess of 5% of plan assets: - ------------------------------------------------------------------ Janus Institutional $ 819,014 $ 144,001 Services Stein Roe and 784,960 99,368 Farnham Category (iii) - Series of securities transactions in excess of 5% - ------------------------------------------------------------------ of plan assets: - --------------- (1) Texas Commerce $ 2,370,771 $ - Bank, N.A. (1) Texas Commerce 1,422,863 - Bank, N.A. (1) Texas Commerce 882,555 - Bank, N.A. (1) Texas Commerce 924,747 - Bank, N.A. The Vanguard 330,460 - Group The Vanguard 377,284 - Group Davis Funds 375,590 - Janus Institutional 234,049 - Services Parkstone Mutual 889,414 - Fund HCA Securities, Inc. 885,360 - (1) Paging Network, Inc. 941,320 -
There were no category (ii) or (iv) reportable transactions during the year ended December 31, 1995. Columns (e) and (f) are not applicable. (1) Party-in-Interest 17 18 SIGNATURES The Plan. Pursuant to the requirements of the Securities and Exchange Act of 1934, the Investment Committee has duly caused this Annual Report to be signed on its behalf by the undersigned hereunto duly authorized. PAGENET EMPLOYEE SAVINGS PLAN By Investment Committee Appointed Pursuant to the Plan: Date: June 20, 1996 By: /s/ G. Robert Thompson ----------------------------------------- G. Robert Thompson, Committee Member - Chairman Date: June 20, 1996 By: /s/ Levy Curry ----------------------------------------- Levy Curry, Committee Member Date: June 20, 1996 By: /s/ Colleen Davidson ----------------------------------------- Colleen Davidson, Committee Member Date: June 20, 1996 By: /s/ Barry Duncan ----------------------------------------- Barry Duncan, Committee Member Date: June 20, 1996 By: /s/ Brett Paul ---------------------------------------- Brett Paul, Committee Member 18 -----END PRIVACY-ENHANCED MESSAGE-----