EX-99.8 12 ex99-8.txt CLASS 6 BALLOT - OLD STOCK INTERESTS 1 EXHIBIT 99.8 CLASS 6 BALLOT-- OLD STOCK INTERESTS NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR ADVICE, OR TO MAKE ANY REPRESENTATION, OTHER THAN WHAT IS INCLUDED IN THE MATERIAL MAILED WITH THIS BALLOT IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: CHAPTER 11 PAGING NETWORK, INC., et al., Case No. ( ) Debtors Jointly Administered
BALLOT FOR BENEFICIAL OWNERS OF COMMON STOCK (CUSIP NO. ) OF PAGING NETWORK, INC., A DELAWARE CORPORATION, ACCEPTING OR REJECTING THE PREPACKAGED PLAN OF REORGANIZATION TO BE FILED BY PAGING NETWORK, INC., A DELAWARE CORPORATION AND CERTAIN OF ITS OPERATING SUBSIDIARIES IN THE EVENT A CHAPTER 11 CASE IS COMMENCED ON THEIR BEHALF RECORD DATE: , 2000 VOTING DEADLINE: 12:00 MIDNIGHT, NEW YORK CITY TIME, ON , 2000 THIS BALLOT IS TO BE USED BY BENEFICIAL OWNERS OF THE COMMON STOCK (CUSIP NO. ) ISSUED BY PAGING NETWORK, INC., A DELAWARE CORPORATION. PLEASE READ AND FOLLOW THE ATTACHED INSTRUCTIONS CAREFULLY. PLEASE COMPLETE, SIGN AND DATE THIS BALLOT AND RETURN IT IN THE ENCLOSED ENVELOPE PROMPTLY. IF THE ENCLOSED RETURN ENVELOPE IS ADDRESSED TO YOUR BROKER, BANK, PROXY INTERMEDIARY OR OTHER NOMINEE, PLEASE MAIL YOUR BALLOT SUFFICIENTLY IN ADVANCE OF THE VOTING DEADLINE SO THAT IT MAY BE PROCESSED AND FORWARDED BY YOUR BROKER, BANK, PROXY INTERMEDIARY OR OTHER NOMINEE TO THE INFORMATION AGENT BEFORE THE VOTING DEADLINE. Paging Network, Inc. and its designated operating subsidiaries (the "Company") is soliciting votes with respect to the joint prepackaged plan of reorganization (the "Prepackaged Plan") under chapter 11 of title 11 of the United States Code (the "Bankruptcy Code") referred to, described in, and attached as Annex C to the Prospectus dated , 2000 that may be filed on behalf of the Company. You should review the Prospectus and the Prepackaged Plan before you vote. You may also wish to seek legal advice concerning the Prepackaged Plan and your classification and treatment under the Prepackaged Plan. This Ballot is to be used by a beneficial owner of the common stock issued by the Company (the "Common Stock") to cast its vote to accept or reject the Prepackaged Plan. Pursuant to the Prepackaged Plan, beneficial owners of the Company's Common Stock hold a Class 6 Interest. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Prepackaged Plan. Although the Company is soliciting votes to accept or reject the Prepackaged Plan, the Company has not commenced a chapter 11 case. As discussed in the Prospectus, in the event that less than 97.5% of the Company's senior subordinated notes are validly tendered in the exchange offer, the Company may seek to implement its exchange offer and related restructuring transactions pursuant to the Prepackaged Plan. 2 Accordingly, the Company is seeking the votes of the beneficial owners of the Common Stock to accept or reject the Prepackaged Plan. In the event that the Company seeks to implement the exchange offer and related restructuring transactions through the Prepackaged Plan, the Prepackaged Plan can be confirmed (approved) by the Bankruptcy Court and thereby made binding upon you if it is accepted by holders of two-thirds of the shares of the Common Stock that are voted on the Prepackaged Plan and if it otherwise satisfies the requirements of Section 1129(a) of the Bankruptcy Code. TO HAVE YOUR VOTE COUNTED, THIS BALLOT MUST BE COMPLETED AND RETURNED TO YOUR BROKER, BANK, PROXY INTERMEDIARY OR OTHER NOMINEE, OR TO THE INFORMATION AGENT, AS INDICATED BY THE ENCLOSED RETURN ENVELOPE SUFFICIENTLY IN ADVANCE OF THE VOTING DEADLINE SO THAT YOUR BROKER, BANK, PROXY INTERMEDIARY OR OTHER NOMINEE CAN COMPLETE AND FILE A MASTER BALLOT INCLUDING YOUR VOTE. PLEASE SEE THE "INSTRUCTIONS FOR COMPLETING THE BALLOT" BELOW FOR ADDITIONAL INFORMATION. If the Prepackaged Plan is confirmed by the Bankruptcy Court it will be binding on you whether or not you vote. The Company reserves the right to amend the Prepackaged Plan before or after the date a chapter 11 case is commenced. Amendments to the Prepackaged Plan that do not materially and adversely affect the treatment of holders of the Common Stock may be approved by the bankruptcy court at a hearing on confirmation without the necessity of resoliciting votes of such holders. If resolicitation is required, the Company will furnish new Ballots and/or Master Ballots to be used to accept or reject the Prepackaged Plan, as amended. PLEASE READ THE ATTACHED INSTRUCTIONS FOR COMPLETING THE BALLOT BEFORE COMPLETING THE BALLOT: ITEM 1. AGGREGATE SHARES OF COMMON STOCK. This Ballot is cast by or on behalf of the beneficial owner of the aggregate principal amount of PageNet Common Stock indicated immediately below as of the , 2000 record date: -------------------------------------------- shares If you own Common Stock but the shares are held by someone else on your behalf and you do not know the amount, please contact that individual or entity immediately. ITEM 2. CLASS 6 (OLD STOCK INTERESTS) VOTE. The beneficial owner of the aggregate number of shares of Common Stock set forth in Item 1 votes with respect to the proposed treatment of its Old Stock Interests in the Company as follows (check one box only): [ ] to ACCEPT the Prepackaged Plan [ ] to REJECT the Prepackaged Plan ITEM 3. By returning this Ballot, the voter certifies and/or acknowledges that: (a) the beneficial owner of the shares of Common Stock set forth in Item 1 above has been provided with a copy of the Prospectus, including the Prepackaged Plan; (b) the beneficial owner of the shares of Common Stock set forth in Item 1 above has full power and authority to vote to accept or reject the Prepackaged Plan; (c) the beneficial owner of the shares of Common Stock set forth in Item 1 above has voted to accept or reject the Prepackaged Plan as set forth in Item 2 above; (d) this Ballot has been executed on behalf of a single beneficial owner; and (e) this solicitation of Prepackaged Plan acceptances is subject to all the terms and conditions set forth in the Prospectus. 2 3 ITEM 4. By returning this Ballot, the voter certifies that (i) this Ballot has been executed on behalf of a single entity or individual and (ii) the voter has full power and authority to execute this Ballot on behalf of such entity: Name: -------------------------------------------------------------------------------- (print or type) Social Security or Federal Tax I.D. No.: ---------------------------------------------------------------- (optional) Signature: X -------------------------------------------------------------------------------- By: -------------------------------------------------------------------------------- (if appropriate) Title: -------------------------------------------------------------------------------- (if appropriate) Street Address: -------------------------------------------------------------------------------- City, State, Zip Code: -------------------------------------------------------------------------------- Telephone Number: ( ) -------------------------------------------------------------------------------- Date Completed: -------------------------------------------------------------------------------- THE VOTING DEADLINE IS 12:00 MIDNIGHT, NEW YORK CITY TIME, ON , 2000, UNLESS EXTENDED BY THE COMPANY. ALL BALLOTS AND MASTER BALLOTS MUST BE RECEIVED BY THE VOTING DEADLINE. IF YOUR MUST RETURN YOUR BALLOT TO YOUR BANK OR BROKER, ITS PROXY AGENT, OR OTHER NOMINEE, PLEASE ALLOW ENOUGH TIME FOR THAT FIRM TO RECEIVE AND PROCESS YOUR VOTE. THE INFORMATION AGENT IS: INNISFREE M&A INCORPORATED 501 MADISON AVENUE, 20TH FLOOR NEW YORK, NEW YORK 10022 ATTN: PAGENET BALLOT TABULATION CALL TOLL FREE: (877) 750-2689 3 4 INSTRUCTIONS FOR COMPLETING THE BALLOT The Company is soliciting your vote pursuant to the provisions of chapter 11 of the Bankruptcy Code with respect to the Prepackaged Plan referred to in the Prospectus. Please review the Prospectus in its entirety, including the annexes thereto, before you vote. INSTRUCTIONS: PLEASE COMPLETE THIS BALLOT AS FOLLOWS: (a) complete Item 1 (if not already filled out by your nominee) with the understanding that the information provided by you will be used for the tabulation of votes on the Prepackaged Plan, except to the extent that the official records of the Company or your nominee differ from the amount indicated by you. Please contact your nominee if you are unsure how many shares of PageNet Common Stock you own; (b) vote to accept or reject the Prepackaged Plan by checking the appropriate box in Item 2; (c) review the acknowledgment set forth in Item 3; (d) date this Ballot, and provide your address if it does not appear on the Ballot. By returning this Ballot you are voting all of your shares of PageNet Common Stock with respect to the Prepackaged Plan; (e) please use additional sheets of paper if additional space is required to respond to any item on the Ballot (clearly marked to indicate the applicable item on the Ballot); (f) if you are completing this Ballot on behalf of another entity, indicate your relationship with such entity and the capacity in which you are signing, and provide proof of your authorization to so sign; and (g) return your Ballot as provided below: 1. if your broker, bank, proxy intermediary or other nominee has "prevalidated" this Ballot by signing the Ballot and indicating thereon its name as record holder of your common stock: return this prevalidated Ballot in the enclosed return envelope to the Information Agent SO THAT IT IS RECEIVED BY THE INFORMATION AGENT BY 12:00 MIDNIGHT, NEW YORK CITY TIME, ON , 2000, UNLESS EXTENDED BY THE COMPANY. ANY BALLOT WHICH IS EXECUTED BUT WHICH DOES NOT INDICATE AN ACCEPTANCE OR REJECTION OF THE PREPACKAGED PLAN WILL NOT BE COUNTED; or 2. if your broker, bank, proxy intermediary or other nominee has NOT "prevalidated" this Ballot: SIGN this Ballot and return in the enclosed return envelope EARLY ENOUGH FOR YOUR VOTE TO BE PROCESSED BY YOUR BROKER, BANK, PROXY INTERMEDIARY OR OTHER NOMINEE AND THEN FORWARDED TO THE INFORMATION AGENT SO THAT IT IS RECEIVED BY 12:00 MIDNIGHT, NEW YORK CITY TIME, ON , 2000, UNLESS EXTENDED BY THE COMPANY. ANY BALLOT WHICH IS EXECUTED BUT WHICH DOES NOT INDICATE AN ACCEPTANCE OR REJECTION OF THE PREPACKAGED PLAN WILL NOT BE COUNTED. - YOU MUST VOTE ALL YOUR SHARES OF COMMON STOCK EITHER TO ACCEPT OR REJECT THE PREPACKAGED PLAN AND YOU MAY NOT SPLIT YOUR VOTE. - IF YOU ACQUIRED BENEFICIAL OWNERSHIP OF YOUR SHARES OF COMMON STOCK AFTER THE , 2000 RECORD DATE, IN ORDER TO VOTE ON THE PREPACKAGED PLAN YOU MUST SUBMIT WITH YOUR BALLOT A PROXY FROM THE BENEFICIAL OWNER AS OF THE , 2000 RECORD DATE IN WHICH SUCH BENEFICIAL OWNER CERTIFIES THAT HE, SHE, OR IT WAS THE BENEFICIAL OWNER OF THE SHARES OF COMMON STOCK ON , 2000, THAT SUCH BENEFICIAL OWNER HAS NOT ALREADY VOTED ON THE PREPACKAGED PLAN AND THAT SUCH BENEFICIAL OWNER IS AUTHORIZING 4 5 YOU TO VOTE ON THE PREPACKAGED PLAN. IF YOU HAVE ANY QUESTIONS WITH RESPECT TO THE FORM OF PROXY REQUIRED OR ANY MATTER RELATED THERETO, PLEASE CONTACT THE INFORMATION AGENT. - IF YOU RECEIVED A RETURN ENVELOPE ADDRESSED DIRECTLY TO THE INFORMATION AGENT, PLEASE MAIL YOUR BALLOT SO THAT IT WILL BE RECEIVED BY THE VOTING DEADLINE. - IF YOU RECEIVED A RETURN ENVELOPE ADDRESSED TO A BROKER, BANK, PROXY INTERMEDIARY OR OTHER NOMINEE YOU MUST RETURN YOUR BALLOT EARLY ENOUGH FOR YOUR VOTE TO BE PROCESSED AND THEN FORWARDED TO THE INFORMATION AGENT BY THE VOTING DEADLINE. PLEASE ALLOW ADDITIONAL TIME. - IF YOU HAVE ANY QUESTIONS REGARDING THIS BALLOT OR THE VOTING PROCEDURES, OR IF YOU NEED A BALLOT OR ADDITIONAL COPIES OF THE PROSPECTUS OR OTHER ENCLOSED MATERIAL, INCLUDING THE PREPACKAGED PLAN, PLEASE CALL: INNISFREE M&A INCORPORATED 501 MADISON AVENUE, 20TH FLOOR NEW YORK, NEW YORK 10022 CALL TOLL FREE: (877) 750-2689 Please Note: This Ballot shall not constitute or be deemed a proof of claim, equity interest or an assertion of a claim or equity interest. No fees, commissions, or other remuneration will be payable to any broker, dealer, or other person for soliciting votes on the Prepackaged Plan. 5