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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
PRONET INC.
----------------
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
------------------------------
(Title of Class of Securities)
74342C105
-----------
(CUSIP Number)
Thomas W. White
Wilmer, Cutler & Pickering
2445 M Street, N.W.
Washington, D.C. 20037-1420
(202) 663-6000
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
August 8, 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 [ ].
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
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 74342C105 PAGE 2 OF 9 PAGES
<TABLE>
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C>
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) [X]
- ----------------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- ----------------------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- ----------------------------------------------------------------------------------------------------------------------------
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
2,450,000
NUMBER OF -----------------------------------------------------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH -----------------------------------------------------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 2,450,000
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10 SHARED DISPOSITIVE POWER
0
- ----------------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,450,000
- ----------------------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES* [ ]
- ----------------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.3%
- ----------------------------------------------------------------------------------------------------------------------------
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 Page 3 of 9 Pages
This Schedule 13D is filed by and on behalf of Metrocall,
Inc. ("Metrocall"). Metrocall has not previously filed a Schedule 13D with
respect to the securities that are the subject of this filing. As described
more fully in Item 4 below, Metrocall is filing this Schedule 13D pursuant to
Rule 13d-1(a) as a result of its entry into a certain Option Agreement dated as
of August 8, 1997 (the "Option Agreement") with ProNet Inc.
ITEM 1. SECURITY AND ISSUER.
This statement relates to the common stock, $.01 par value
(the "Common Stock") of ProNet Inc. (the "Issuer"), a Delaware corporation.
The principal executive office of the Issuer is located at 6340 LBJ Freeway,
Dallas, Texas 75240.
ITEM 2. IDENTITY AND BACKGROUND.
Name: Metrocall, Inc.
State of Organization: Delaware
Principal Business: Wireless Communications, Paging and
Messaging Industry
Principal Business Address: 6677 Richmond Highway,
Alexandria, Virginia 22306.
The name, business address, principal occupation and
citizenship of each of the 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 has been (i) convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), or (ii) 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, federal or state securities laws or finding any
violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Metrocall acquired beneficial ownership of 2,450,000 shares
of Common Stock pursuant to the Option Agreement as an inducement for Metrocall
to execute a certain Agreement and Plan of Merger by and between Metrocall and
the Issuer dated as of August 8, 1997 (the "Merger Agreement").
ITEM 4. PURPOSE OF TRANSACTION.
The Issuer entered into the Option Agreement as a condition to
Metrocall's willingness to enter into the Merger Agreement. Pursuant to the
Merger Agreement, the Issuer will be merged with and into Metrocall (the
"Merger"), and each issued and outstanding share of the Issuer's Common
Stock will be converted into 0.9 fully paid and non-assessable shares of common
stock of Metrocall, subject to certain adjustments.
Pursuant to the Option Agreement, the Issuer granted Metrocall
an irrevocable option to purchase 2,450,000 shares of the Issuer's Common Stock
(equal to approximately 19.4% of the issued and outstanding Common Stock) (or
any other securities into which the Issuer's Common Stock are converted or
exchanged) at a price of $5.40 per share (the "Option"). Metrocall may
exercise the Option upon the occurrence of the following "Trigger Events": (1)
the Issuer's termination of the Merger Agreement because the Issuer's Board of
Directors has accepted another proposal relating to the acquisition of the
Issuer ("Acquisition Proposal"); (2) the Merger Agreement becomes terminable by
Metrocall as a result of the Issuer's Board's acceptance of such an Acquisition
Proposal or withdrawal of its recommendation of the Merger; or (3) the Issuer
accepts an Acquisition Proposal within six months after the stockholders of the
Issuer disapprove the Merger. Metrocall may exercise the option for cash or by
a cashless exercise. The Option will terminate upon the earliest to occur of
consummation of the Merger, termination of the Merger Agreement in
circumstances other than upon a Trigger Event, or one year after occurrence of
a Trigger Event, subject to extension in certain circumstances but in no event
later than two years after a Trigger Event.
Notwithstanding any other provision of the Option Agreement,
the Option may not be exercised for a number of shares of Common Stock as
would, as of the date of exercise, result in Metrocall receiving a Notional
Total Return (as defined) more than 9.9% of the Total Equity Value (as defined)
of the Issuer as of such date. For purposes of the Option Agreement, Notional
Total Return means the sum of (1) a $4 million termination fee payable under
the terms of the Merger Agreement; plus (2) the net cash that Metrocall would
receive if it had sold the shares for which the Option is exercised at the
Current Equity Value (as defined) of the Common Stock on the exercise date
minus the exercise price for such shares. Total Equity Value of the Issuer
means (1) the Current Equity Value times issued and outstanding Common Stock
plus Common Stock the Issuer has agreed to issue; plus (2) the Current Equity
Value times any additional shares of Common Stock that are issuable pursuant to
any rights to acquire Common Stock, minus the exercise price for such rights;
plus (3) the fair value of any other equity securities issued by the Issuer or
its subsidiaries; plus (4) liabilities in excess of certain targets specified
in the Merger Agreement. Current Equity Value means the greater of the current
market price of the Common Stock or the consideration per share offered in any
pending Acquisition Proposal for the Issuer.
Metrocall has agreed in the Option Agreement that, during the
period beginning on the date of the Option Agreement and ending on the earlier
of the first anniversary thereof and consummation of an Acquisition Proposal,
(1) Metrocall will not (a) solicit proxies with respect to the Common Stock or
be a "participant" in an "election contest" or "solicitation" (as such terms
are used in Regulation 14A under the Securities Exchange Act of 1934, as
amended) with respect to the Common Stock, (b) form, join or in any way
participate in a Group (within the meaning of Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended) with respect to any Common Stock,
(c) in any manner acquire, agree to acquire or make any proposal to acquire,
any securities of, equity interest in, or any material property of, the Issuer
or any of the Issuer's subsidiaries (other than pursuant to the Option
Agreement or the Merger Agreement) except nothing in the Option Agreement
prevents Metrocall from offering to buy Common Stock in the event that a third
party submits an Acquisition Proposal that is not approved or endorsed by the
Issuer's Board of Directors, and such party thereafter commences a tender offer
or share exchange offer that constitutes an Acquisition Proposal, (d) seek to
control the management, Board of Directors or policies of the Issuer, or (e)
advise, assist or encourage any other person in connection with the foregoing;
(2) any shares of Common Stock acquired pursuant to the Option will be voted
pro rata with the Common Stock voted by all other stockholders of the Issuer
(excluding Metrocall and its affiliates) with respect to all matters presented
to the stockholders of the Issuer for approval. Also during this time period,
Metrocall may tender or exchange shares subject to the Option in an Acquisition
Proposal.
<PAGE> 4
Schedule 13D Page 4 of 9 Pages
The description of the Option Agreement is not necessarily
complete, and reference is made to the copy of the Option Agreement which is
incorporated by reference into Exhibit 99.2 to this Schedule 13D. Reference is
also made to the Merger Agreement, which is incorporated by reference into
Exhibit 99.3 to this Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Pursuant to the Option Agreement, Metrocall acquired
sole voting and dispositive power over 2,450,000 shares of the Issuer's
Common Stock. As a result, Metrocall is deemed to beneficially own an
aggregate of 2,450,000 shares of the Issuer's Common Stock, constituting 16.3%
of the Issuer's shares issued and outstanding as of August 6, 1997, plus the
shares exercisable by the Option. The number of shares of Common Stock issued
and outstanding as of August 6, 1997 was 12,618,865.
(b) As stated above, Metrocall has or will have sole
voting and dispositive power over 2,450,000 shares of the Issuer's Common
Stock pursuant to the Option Agreement.
(c) Other than as set forth above, neither Metrocall nor
to Metrocall's knowledge any of the persons identified in Exhibit 1 have
effected any transactions of shares of Common Stock during the past sixty days.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Other than the Option Agreement and the Merger Agreement, the
terms of which are described in item 4, there are no contracts, arrangements,
understandings or relationships between Metrocall and any other person with
respect to the securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 99.1 Directors and Executive Officers of Metrocall, Inc.
Exhibit 99.2 Option Agreement dated as of August 8, 1997 by and between
Metrocall and the Issuer (incorporated by reference to
Metrocall's Current Report on Form 8-K filed August 12, 1997).
Exhibit 99.3 Agreement and Plan of Merger dated as of August 8, 1997 by and
between Metrocall and the Issuer (incorporated by reference to
Metrocall's Current Report on Form 8-K filed August 12, 1997).
<PAGE> 5
Schedule 13D 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 statement is true,
complete and correct.
Dated: August 18, 1997
Metrocall, Inc.
By:
----------------------------------
Vincent D. Kelly,
Chief Financial Officer and Treasurer
<PAGE> 6
Schedule 13D Page 6 of 9 Pages
Exhibit Index
<TABLE>
<CAPTION>
Exhibit Page
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<S> <C>
Exhibit 99.1: Directors and Executive Officers of Metrocall, Inc. ........................... 7
Exhibit 99.2: Option Agreement dated as of August 8, 1997 by and between
Metrocall and the Issuer (incorporated by reference to Metrocall's Current
Report on Form 8-K filed August 12, 1997). ........................................
Exhibit 99.3: Agreement and Plan of Merger dated as of August 8, 1997 by and
between Metrocall and the Issuer (incorporated by reference to Metrocall's
Current Report on Form 8-K filed August 12, 1997). ................................
</TABLE>
<PAGE> 1
Schedule 13D Page 7 of 9 Pages
EXHIBIT 99.1
Directors and Executive Officers of Metrocall, Inc.
Set forth below, with respect to each Director and Executive Officer is the
following: (a) name; (b) business address; (c) principal occupation; and (d)
citizenship.
<TABLE>
<S> <C> <C>
1. (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
2. (a) Steven Jacoby
(b) Metrocall, Inc.
6677 Richmond Highway
Alexandria, VA 22306
(c) Chief Operating Officer and
Executive Vice President,
Metrocall, Inc.
(d) United States
3. (a) Vincent Kelly
(b) Metrocall, Inc.
6677 Richmond Highway
Alexandria, VA 22306
(c) Chief Financial Officer,
Executive Vice President, and
Treasurer,
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.;
</TABLE>
<PAGE> 2
Schedule 13D Page 8 of 9 Pages
<TABLE>
<S> <C> <C>
Vice President for Investments,
The Hillman Company
(d) United States
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) Elliot H. Singer
(b) Metrocall, Inc.
6677 Richmond Highway
Alexandria, VA 22306
(c) Director,
Metrocall, Inc.
(d) United States
</TABLE>
<PAGE> 3
Schedule 13D Page 9 of 9 Pages
<TABLE>
<S> <C> <C>
11. (a) Ray D. Russenberger
(b) Metrocall, Inc.
6677 Richmond Highway
Alexandria, VA 22306
(c) Director,
Metrocall, Inc.
(d) United States
12. (a) Michael Greene
(b) UBS Capital LLC
299 Park Avenue
New York, NY 10171
(c) Director,
Metrocall, Inc.
(d) United States
13. (a) Royce R. Yudkoff
(b) ABRY Partners, Incorporated
18 Newbury Street
Boston, MA 02116
(c) Director,
Metrocall, Inc.
(d) United States
</TABLE>
