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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)
PAGE AMERICA GROUP, INC.
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(Name of Issuer)
COMMON STOCK $.10 PAR VALUE
---------------------------------
(Title of Class of Securities)
695465302
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(CUSIP Number)
Thomas W. White, Esq.
Wilmer, Cutler & Pickering
2445 M Street, N.W.
Washington, D.C. 20037
--------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
January 30, 1997
--------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
(Continued on following pages)
Page 1 of 9 Pages
SEC 1746 (12-91)
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 695465302 PAGE 2 OF 9 PAGES
---------
<TABLE>
<S> <C> <C> <C>
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Metrocall, Inc.
IRS Identification No. 54-1215634
- -----------------------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- -----------------------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
- -----------------------------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
NUMBER OF
SHARES -0-
BENEFICIALLY -----------------------------------------------------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 10,503,703
PERSON -----------------------------------------------------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
-0-
-----------------------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- -----------------------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,503,703
- -----------------------------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES* [ ]
- -----------------------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51%
- -----------------------------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 3
SCHEDULE 13D (CONTINUED) PAGE 3 OF 9 PAGES
This Amendment No. 1 to Schedule 13D is filed by and on behalf of
Metrocall, Inc. ("Metrocall"). It amends Metrocall's Schedule 13D filed on May
2, 1996 with respect to the securities that are the subject of this filing.
Capitalized terms not otherwise defined shall have the meaning given such terms
in the Schedule 13D. Only those items amended are reported herein.
ITEM 2. IDENTITY AND BACKGROUND.
The name, business address, principal occupation and citizenship of
each of the current directors and executive officers of Metrocall (the
"Directors and Executive Officers"), are set forth in Exhibit 1 hereto and are
hereby incorporated by reference.
During the last five years, neither Metrocall nor any of the persons
identified in Exhibit 1 have (i) been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), nor (ii) been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decreee or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws of finding
any violation with respect to such laws.
ITEM 4. PURPOSE OF TRANSACTION.
On January 30, 1997, Metrocall, the Issuer, and certain of the
Issuer's wholly-owned subsidiaries, entered into an Amended and Restated Asset
Purchase Agreement (the "Amended Agreement"). Pursuant to the Amended
Agreement, the consideration to be paid by Metrocall to acquire substantially
all of the Issuer's assets was revised to consist of $25 million in cash,
Metrocall junior convertible preferred stock having a value upon liquidation or
redemption of $15 million, 830,333 shares of Metrocall common stock, and
additional shares of common stock or common stock equivalents valued at $15
million, subject to certain adjustments. The Amended Agreement also extended
the outside termination date of the agreement from February 1, 1997 to July 1,
1997.
<PAGE> 4
SCHEDULE 13D (CONTINUED) PAGE 4 OF 9 PAGES
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Pursuant to the Shareholders Agreement, Metrocall acquired
limited shared voting rights over (i) 621,376 shares of Common Stock, and (ii)
198,296 shares of Preferred Stock, which are convertible into approximately
4,406,577 shares of Common Stock. In addition, pursuant to a stock dividend on
the Preferred Stock received by Page America Shareholders in June 1996,
Metrocall acquired limited shared voting power over approximately 5,475,750
additional shares of Common Stock. As a result, Metrocall is deemed to
beneficially own an aggregate of 10,503,703 shares of Common Stock,
constituting 51% of the Issuer's shares deemed outstanding. The shares deemed
outstanding include (i) 16,037,095 shares of Common Stock outstanding, as
reported in the Issuer's quarterly report on Form 10-Q for the period ended
September 30, 1996, and (ii) 4,406,577 shares of Common Stock into which the
Page America Shareholders' Preferred Stock is convertible.
(b) As stated above, Metrocall has shared voting power over
6,097,126 shares of Common Stock and 198,296 shares of Preferred Stock. As and
when the Preferred Stock is converted into Common Stock, Metrocall will have
shared voting power over shares of Common Stock acquired upon conversion.
(c) Other than as set forth above, neither Metrocall nor to
Metrocall's knowledge any of the persons identified in Exhibit 1 hereto or
Exhibit 1 to the Schedule 13D have effected any transaction of shares of Common
Stock during the past sixty days.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit Description
1 Directors and Executive Officers of
Metrocall, Inc.
2 Amended and Restated Asset Purchase Agreement
dated January 30, 1997 by and among Page
America Group, Inc., Page America of New
York, Inc., Page America of Illinois, Inc.,
Page America Communications of Indiana, Inc.,
and Page America of Pennsylvania, Inc.
(incorporated by reference to Exhibit 2.2 of
Metrocall's Registration Statement on Form
S-4 filed February 5, 1997 (Commission File
No. 333-21231))
<PAGE> 5
SCHEDULE 13D (CONTINUED) PAGE 5 OF 9 PAGES
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this amendment is true, complete
and correct.
Dated: February 12, 1997
METROCALL, INC.
By: /s/ VINCENT D. KELLY
-------------------------------------
Vincent D. Kelly
Chief Financial Officer and Treasurer
<PAGE> 6
SCHEDULE 13D (CONTINUED) PAGE 6 OF 9 PAGES
Exhibit Index
Exhibit Page
Exhibit 1: Directors and Executive Officers of Metrocall, Inc. ....... 7
Exhibit 2: Amended and Restated Asset Purchase Agreement dated
January 30, 1997 by and among Page America Group, Inc.,
Page America of New York, Inc., Page America of Illinois,
Inc., Page America Communications of Indiana, Inc., and
Page America of Pennsylvania, Inc. (incorporated by
reference to Exhibit 2.2 to Metrocall's Registration
Statement on Form S-4 filed February 5, 1997
(Commission File No. 333-21231)) ..........................
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SCHEDULE 13D (CONTINUED) PAGE 7 OF 9 PAGES
Exhibit 1
Directors and, Executive Officers of Metrocall, Inc.
Set forth below, with respect to each Director, Executive Officer and Trustee
is the following: (a) name; (b) business address; (c) principal occupation;
and (d) citizenship.
DIRECTORS AND EXECUTIVE OFFICERS OF METROCALL, INC.:
1. (a) Vincent Kelly
(b) Metrocall, Inc.
6677 Richmond Highway
Alexandria, VA 22306
(c) Chief Financial Officer, Vice President,
Treasurer,
Metrocall, Inc.
(d) United States
2. (a) William Collins, III
(b) Metrocall, Inc.
6677 Richmond HIghway
Alexandria, VA 22306
(c) President, Chief Executive Officer,
Director and Vice Chairman of the Board
Metrocall, Inc.
(d) United States
3. (a) Steven Jacoby
(b) Metrocall, Inc.
6677 Richmond Highway
Alexandria, VA 22306
(c) Chief Operating Officer,
Vice President,
Metrocall, Inc.
(d) United States
4. (a) Suzanne S. Brock
(b) Metrocall, Inc.
6677 Richmond Highway
Alexandria, VA 22306
(c) Director,
Metrocall, Inc.
(d) United States
5. (a) Richard M. Johnston
(b) Metrocall, Inc.
6677 Richmond Highway
Alexandria, VA 22306
(c) Chairman of the Board and Director,
Metrocall, Inc.;
Vice President for Investments,
The Hillman Company
(d) United States
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SCHEDULE 13D (CONTINUED) PAGE 8 OF 9 PAGES
6. (a) Harry L. Brock, Jr.
(b) Metrocall, Inc.
6677 Richmond Highway
Alexandria, VA 22306
(c) Director,
Metrocall, Inc.
(d) United States
7. (a) Francis A. Martin, III
(b) Metrocall, Inc.
6677 Richmond Highway
Alexandria, VA 22306
(c) Director,
Metrocall, Inc.;
Chairman of the Board, President, and
Chief Executive Officer,
U.S. Media Holdings, Inc.
(d) United States
8. (a) Ronald V. Aprahamian
(b) Metrocall, Inc.
6677 Richmond Highway
Alexandria, VA 22306
(c) Director,
Metrocall, Inc.;
(d) United States
9. (a) Ryal R. Poppa
(b) Metrocall, Inc.
6677 Richmond Highway
Alexandria, VA 22306
(c) Director,
Metrocall, Inc.;
(d) United States
10. (a) Elliott H. Singer
(b) Metrocall, Inc.
6677 Richmond Highway
Alexandria, VA 22306
(c) Director,
Metrocall, Inc.;
(d) United States
11. (a) Ray D. Russenberger
(b) Metrocall, Inc.
6677 Richmond Highway
Alexandria, VA 22306
(c) Director,
Metrocall, Inc.
(d) United States
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SCHEDULE 13D (CONTINUED) PAGE 9 OF 9 PAGES
12. (a) Michael Greene
(b) UBS Capital LLC
299 Park Avenue
New York, NY 10171
(c) Director, Metrocall, Inc.
Managing Director,
UBS Capital LLC
(d) United States
