UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ____ )*
Arch Communications Group, Inc.
(Name of Issuer)
Common Stock, par value $0.01
(Title of Class of Securities)
039381108
(CUSIP Number)
William W. Chandler
Credit Suisse First Boston
11 Madison Avenue
New York, New York 10010-3629
(212) 325-2911
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 3, 1999
(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 that is the subject of this Schedule 13D, and is
filing this schedule because of Secs. 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box. [ ]
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See Rule
13d-7(b) 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).
<PAGE>
SCHEDULE 13D
CUSIP No 039381108
1 NAMES OF REPORTING PERSONS
IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Credit Suisse First Boston, on behalf of the Credit Suisse
First Boston business unit
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Switzerland
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY
OWNED BY EACH 8 SHARED VOTING POWER
REPORTING PERSON
WITH 13,812,957 shares of Common
Stock, par value $0.01
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
13,812,957 shares of Common
Stock, par value $0.01
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,812,957 shares of Common Stock, par value $0.01
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.6%
14 TYPE OF REPORTING PERSON*
BK, HC, OO
*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>
Item 1. SECURITY AND ISSUER.
This statement on Schedule 13D relates to the common stock, $0.01
par value (the "Common Stock"), of Arch Communications Group, Inc. ("Arch" or
the "Company"). The principal executive office of Arch is located at 1800 West
Park Drive, Suite 250, Westborough, Massachusetts 01581.
Item 2. IDENTITY AND BACKGROUND.
(a-c, f) This Schedule 13D is being filed by Credit Suisse First
Boston (the "Bank"), a Swiss bank, on behalf of itself and its consolidated
subsidiaries, to the extent that they constitute part of the Credit Suisse First
Boston business unit (the "CSFB business unit" or the "Reporting Person"). The
CSFB business unit is engaged in the corporate and investment banking, trading
(equity, fixed income and foreign exchange), private equity investment and
derivatives businesses on a worldwide basis. The Bank's registered head office
is located at Uetlibergstrasse 231, P.O. Box 900, CH-8045 Zurich, Switzerland.
The Bank and its consolidated subsidiaries engage in other separately managed
activities, most of which constitute the independently operated Credit Suisse
Asset Management business unit; the Credit Suisse Asset Management business unit
provides asset management and investment advisory services to institutional
investors worldwide.
Credit Suisse First Boston Corporation ("CSFBC"), a Massachusetts
corporation, a broker-dealer registered under Section 15 of the Securities
Exchange Act of 1934 (the "Act") and an indirect wholly-owned subsidiary of the
Bank, beneficially owns the securities reported herein. The principal business
office of CSFBC is 11 Madison Avenue, New York, New York 10010. CSFBC is a
wholly-owned subsidiary of Credit Suisse First Boston, Inc., a Delaware
corporation that is, in turn, a wholly-owned subsidiary of the Bank. The
ultimate parent company of the Bank is Credit Suisse Group ("CSG"), a
corporation formed under the laws of Switzerland. The principal business of CSG
is acting as a holding company for a global financial services group with five
distinct specialized business units that are independently operated. In addition
to the two business units referred to above, CSG and its consolidated
subsidiaries (other than the Bank and its subsidiaries) are comprised of (a) the
Credit Suisse Private Banking business unit that engages in global private
banking business, (b) the Credit Suisse business unit that engages in the Swiss
domestic banking business and (c) the Winterthur business unit that engages in
the global insurance business. CSG's business address is: Nuschelerstrasse 1,
CH-8070, Zurich, Switzerland.
CSG, for purposes of certain federal securities laws, may be deemed
ultimately to control the Bank and the CSFB business unit. CSG, its executive
officers and directors, and its direct and indirect subsidiaries (including all
of the business units except the CSFB business unit), may beneficially own
shares of Common Stock, and such shares are not reported in this statement on
Schedule 13D. Due to the separate management and independent operation of its
business units, CSG disclaims beneficial ownership of shares of Common Stock
beneficially owned by its direct and indirect subsidiaries, including the
Reporting Person. The Reporting Person disclaims beneficial ownership of shares
of Common Stock beneficially owned by CSG and any of CSG's and the Bank's other
business units.
The name, citizenship, residence or business address and present
principal occupation or employment, and the name, principal business and address
of any corporation or other organization in which such employment is conducted,
of each executive officer and director of the CSFB business unit, and of CSFBC,
are set forth on Schedules I and II, respectively, each of which is incorporated
herein by reference.
(d-e) None of the Reporting Person, the Bank, CSFBC or any of the
executive officers or directors of such persons listed on Schedules I or II
during the last five years (a) has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (b) has 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,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, U.S. Federal or State securities laws or
finding any violation with respect to such laws.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The beneficial ownership interest in Common Stock reported in this
statement on Schedule 13D was acquired in connection with the reorganization of
MobileMedia Communications, Inc., a Delaware corporation ("MobileMedia"),
MobileMedia Corporation, the sole stockholder of MobileMedia ("Parent"), and all
of MobileMedia's subsidiaries (the "Subsidiaries", and collectively with
MobileMedia and Parent, the "Debtors") pursuant to Chapter 11 of Title 7, United
States Code, 11 U.S.C. ss.ss. 101 et seq. (the "Reorganization"). In connection
with the Reorganization, Arch acquired MobileMedia, as more fully described in
Item 4 below. The net amount of funds used by CSFBC to acquire that portion of
such securities not issued to CSFBC solely in respect of its status as a holder
of Unsecured Claims (as defined in Item 4 below) was $35,796,542, which funds
came from CSFBC's working capital.
Item 4. PURPOSE OF TRANSACTION.
The acquisition of the securities of Arch reported herein is a
result of the Reorganization, which involved a chain of transactions, including
the following: (a) pursuant to the Agreement and Plan of Merger, dated as of
August 18, 1998 (as amended, the "Merger Agreement"), among Arch, a wholly-owned
subsidiary of Arch ("Merger Sub"), Parent and MobileMedia, MobileMedia merged
with and into Merger Sub, with Merger Sub continuing as the surviving
corporation and a wholly-owned subsidiary of Arch; (b) pursuant to the Merger
Agreement, Arch made available for distribution pursuant to a plan of
Reorganization of the Debtors (the "Plan"), which was confirmed by order of the
United States Bankruptcy Court for the District of Delaware on April 12, 1999,
(i) cash, (ii) shares of the Common Stock, and (iii) warrants entitling the
holders thereof to purchase shares of Common Stock ("Warrants"), (c) holders of
unsecured non-priority claims against the Debtors ("Unsecured Claims"), to the
extent such Unsecured Claims are Allowed (as defined in the Plan), received
pursuant to the Plan (i) shares of Common Stock and (ii) rights to purchase for
cash shares of Common Stock; (d) holders of claims arising under or relating to
the Credit Agreement, dated December 4, 1995, as amended, among MobileMedia and
the other parties thereto, to the extent such claims are Allowed, received
pursuant to the Plan cash in an amount equal to 100% of such claims; (e) all of
the outstanding equity interests in MobileMedia and Parent were canceled without
consideration and Parent was dissolved; and (f) the commitments under the
MobileMedia debtor-in-possession financing agreement were terminated and all
amounts owed under such agreement were paid in full in cash.
On June 3, 1999 (the "Effective Date"), in connection with the
transactions relating to the Reorganization and the Plan, as set forth above,
CSFBC received 15,767,356 shares of Common Stock, 4,176,292 shares, par value
$0.01 per share, of Class B common stock (the "Class B Common Stock"), and
29,309 Warrants (the Common Stock, Class B Common Stock and the Warrants,
collectively, the "Securities").
The acquisition of the Securities was consummated pursuant to the
Plan and the Commitment Letter of August 8, 1998, as amended, among CSFBC,
MobileMedia and Arch. In addition, CSFBC, the Company and certain other parties
entered into the Registration Rights Agreement, dated as of June 3, 1999 (the
"Registration Rights Agreement), which provides for (i) a filing of a "shelf"
registration statement, (ii) demand registration rights that may be exercised no
more than twice, and (iii) "piggyback" registration rights of the Securities.
Pursuant to the Registration Rights Agreement, Arch filed a registration
statement covering the resale of CSFBC of the Securities and the same became
effective on the Effective Date.
The Reporting Person and CSFBC may, from time to time, and reserve
the right to change their plans or intentions and to take any and all actions
that they deem appropriate to maximize the value of their investments,
including, among other things, from time to time, acquiring additional
securities of the Company, disposing of any securities of the Company owned by
them or formulating other plans or proposals regarding the Company or its
securities to the extent deemed advisable by the Reporting Person or CSFBC in
light of their general investment policies, market conditions, subsequent
developments affecting the Company, the general business and future prospects of
the Company, tax considerations or other factors.
Except as set forth above, neither the Reporting Person nor CSFBC
has any current intention, plan or proposal with respect to: (a) the acquisition
by any person of additional securities of the Company, or the disposition of
securities of the Company; (b) an extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the Company or any of its
subsidiaries; (c) a sale or transfer of a material amount of assets of the
Company or any of its subsidiaries; (d) any change in the present board of
directors or management of the Company, including any plans or proposals to
change the number or term of directors or to fill any existing vacancies on the
board; (e) any material change in the present capitalization or dividend policy
of the Company; (f) any other material change in the Company's business or
corporate structure; (g) changes in the Company's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Company by any person; (h) causing a class of securities of the
Company to be delisted from a national securities exchange, if any, or to cease
to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities association; (i) a class of equity securities of
the Company becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Act; or (j) any action similar to any of those
enumerated above.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a-b) The Class B Common Stock is identical to the Common Stock,
except that holders of Class B Common Stock are not entitled to vote in the
election of directors of Arch and are entitled to 1/100th of a vote per share on
all other matters. Any share of Class B Common Stock transferred to any
transferee, subject to an exception, will automatically convert into an equal
number of shares of Common Stock. Each Warrant represents the right to purchase
one share of Common Stock. Warrants may be exercised by their holders, in whole
or in part, at any time and from time to time prior to 5:00 p.m., New York City
time, on September 1, 2001, and CSFBC and the Reporting Person may be deemed to
be the beneficial owner of Common Stock received as a result of such exercise of
Warrants. 13,812,957 shares of Common Stock represent approximately 9.6%
(computed in accordance with Rule 13d-3(d) of the Act) of the shares of Common
Stock of the Company on a converted basis, based on 128,101,567 shares of Common
Stock outstanding and 16,080,785 shares of Class B Common Stock outstanding as
set forth in the Company's Prospectus, dated June 3, 1999, filed pursuant to
Rule 424(b)(3)(Registration No. 333-79769). By reason of their relationship, the
Reporting Person and CSFBC may be deemed to share voting and dispositive power
with respect to shares of Common Stock reported herein.
(c) During the last 60 days, the Reporting Person has sold and
bought the following number of shares of Common Stock at the following prices,
in each case in open-market transactions.
- --------------------------------------------------------------------------------
PARTY DATE NUMBER OF SHARES PRICE PER SHARE
SOLD(S)/ BOUGHT(B)
- --------------------------------------------------------------------------------
CSFBC 6/04/99 30,000/S/ $2.64
- --------------------------------------------------------------------------------
CSFBC 6/09/99 250,000/S/ $2.82
- --------------------------------------------------------------------------------
CSFBC 6/10/99 250,000/S/ $2.97
- --------------------------------------------------------------------------------
CSFBC 6/11/99 2,000,000/S/ $3.35
- --------------------------------------------------------------------------------
CSFBC 6/11/99 1,500,000/S/ $3.24
- --------------------------------------------------------------------------------
CSFBC 6/11/99 500,000/S/ $3.11
- --------------------------------------------------------------------------------
CSFBC 6/11/99 180,000/S/ $3.53
- --------------------------------------------------------------------------------
CSFBC 6/18/99 150,000/B/ $3.14
- --------------------------------------------------------------------------------
CSFBC 6/21/99 500,000/S/ $3.03
- --------------------------------------------------------------------------------
CSFBC 6/23/99 1,000,000/S/ $3.18
- --------------------------------------------------------------------------------
CSFBC 6/25/99 100,000/S/ $3.18
- --------------------------------------------------------------------------------
Except as described above, neither the Reporting Person nor, to the
best knowledge of the Reporting Person, CSFBC or any of the persons listed on
Schedules I or II hereto effected any transactions in Securities during the last
60 days.
(d-e) Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Except as described in Item 4 and Item 5 above, neither the
Reporting Person, nor, to the best knowledge of the Reporting Person, CSFBC or
any of the persons listed on Schedules I or II hereto has any contracts,
arrangements, understandings or relationships (legal or otherwise) with any
person with respect to securities of the Company.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit Description
10.1 Debtors' Third Amended Joint Plan of Reorganization, dated as of
December 1, 1998. (1)
10.2 Commitment Letter to Purchase Stock and Warrants, dated as of August
8, 1998, by and among CSFBC, Arch and MobileMedia. (1)
10.3 Amendment to Commitment Letter to Purchase Stock and Warrants, dated
as of September 3, 1998, by and among CSFBC, Arch and MobileMedia.
(1)
10.4 Amendment to Commitment Letter to Purchase Stock and Warrants, dated
as of December 1, 1998, by and among CSFBC, Arch and MobilMedia. (1)
10.5 Amendment to Commitment Letter to Purchase Stock and Warrants, dated
as of February 8, 1999, by and among CSFBC, Arch and MobileMedia.
(2)
10.6 Form of Registration Rights Agreement among Arch and other persons
signatory hereto. (2)
- --------------------
(1) Incorporated by reference from the Registration Statement on Form S-4
(file No. 333-63519) of Arch.
(2) Incorporated by reference from the Current Report on Form 8-K of Arch,
dated March 2, 1999.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Dated: June 25, 1999
CREDIT SUISSE FIRST BOSTON, acting solely
on behalf of the Credit Suisse First
Boston business unit
By: /S/ WILLIAM W. CHANDLER
--------------------------------
Name: William W. Chandler
Title: Director
<PAGE>
SCHEDULE I
Executive Board Members and Executive Officers of the Reporting Person
NAME AND TITLE BUSINESS ADDRESS PRINCIPAL CITIZENSHIP
OCCUPATION
Allen D. Wheat 11 Madison Avenue Chief Executive USA
Chairman New York, NY 10010 Officer,
Credit Suisse
First Boston
and member of the
Executive
Board, Credit
Suisse Group
Brady W. Dougan 11 Madison Avenue Managing USA
Board Member New York, NY 10010 Director, Credit
Suisse Fist
Boston Corporation
Christopher A. 11 Madison Avenue President and USA
Goekjan New York, NY 10010 Chief
Board Member Executive
Officer, Credit
Suisse Financial
Products
Stephen A.M. Hester 11 Madison Avenue Chief Financial United Kingdom
Board Member New York, NY 10010 Officer,
Credit Suisse
First Boston Inc.
Marc Hotimsky 11 Madison Avenue Managing United Kingdom
Board Member New York, NY 10010 Director, Credit
Suisse First
Boston Corporation
David C. Mulford 11 Madison Avenue Vice Chairman, United Kingdom
Board Member New York, NY 10010 Credit Suisse
First Boston,
Inc. and Chairman
International,
Credit Suisse
First Boston
Stephen E. Uetlibergstrasse 231 Chairman of USA
Stonefield P.O. Box 900, Pacific Region,
Board Member CH-8045 Zurich, Credit Suisse
Switzerland First Boston
Franz K. von Uetlibergstrasse 231 Deputy Chairman Switzerland
Meyenburg P.O. Box 900, of Europe, Credit
Board Member CH-8045 Zurich, Suisse First
Switzerland Boston
Charles G. Ward III 11 Madison Avenue Head of Corporate USA
Board Member New York, NY 10010 and Investment
Banking, Credit
Suisse First
Boston Corporation
David A, DeNunzio 11 Madison Avenue Chief Executive USA
Executive Officer New York, NY 10010 Officer, Private
Equity Division
John M. Hennessy 11 Madison Avenue Chairman, Private USA
Executive Officer New York, NY 10010 Equity Division
<PAGE>
SCHEDULE II
Executive Officers and Directors of Credit Suisse First Boston Corporation
NAME AND TITLE BUSINESS ADDRESS PRINCIPAL OCCUPATION CITIZENSHIP
Allen D. Wheat 11 Madison Avenue Chief Executive USA
President, Chief New York, NY 10010 Officer,
Executive Officer Credit Suisse First
and Board Member Boston
and member of the
Executive
Board, Credit
Suisse Group
Benjamin H. Cohen 11 Madison Avenue Managing Director, USA
Managing Director New York, NY 10010 Credit Suisse First
and Boston
Board Member
Brady W. Dougan 11 Madison Avenue Managing Director, USA
Managing Director New York, NY 10010 Credit Suisse First
and Boston Corporation
Board Member
Carlos Onis 11 Madison Avenue Controller Credit USA
Chief Financial New York, NY 10010 Suisse
Officer First Boston
and Board Member
Charles G. Ward III 11 Madison Avenue Managing Director, USA
Managing Director New York, NY 10010 Credit Suisse First
and Boston
Board Member
Jeremy Marshall 11 Madison Avenue, Managing Director, United Kingdom
Managing Director New York, NY 10010 Credit Suisse First
and Boston Corporation
Board Member
Joseph McLaughlin 11 Madison Avenue, Managing Director & USA
General Counsel and New York, NY 10010 General Counsel,
Board Credit Suisse First
Member Boston Corporation
Richard C. Holbrooke 11 Madison Avenue Vice Chairman, USA
Vice Chairman New York, NY 10010 Credit Suisse First
Boston Corporation
Ken Miller 11 Madison Avenue Vice Chairman, USA
Vice Chairman New York, NY 10010 Credit Suisse First
Boston Corporation
David C. Mulford 11 Madison Avenue Vice Chairman, United Kingdom
Vice Chairman New York, NY 10010 Credit Suisse First
Boston, Inc. and
Chairman
International
Credit Suisse First
Boston
Frank J. Decongelio 11 Madison Avenue Managing Director, USA
Managing Director New York, NY 10010 Credit Suisse First
and Boston
Director of
Operations
Lori M. Russo 11 Madison Avenue Vice President & USA
Vice President and New York, NY 10010 Secretary, Credit
Secretary Suisse First Boston
Corporation
Lewis H. Wirshba 11 Madison Avenue Treasurer, Credit USA
Managing Director New York, NY 10010 Suisse
and First Boston
Treasurer Corporation
Rochelle Pullman 11 Madison Avenue Controller, Credit USA
Director and New York, NY 10010 Suisse
Controller First Boston
Corporation
Thomas A. DeGennaro 11 Madison Avenue Director of Taxes, USA
Director and New York, NY 10010 Credit Suisse First
Director Boston
of Taxes
