<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
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Metrocall, Inc.
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(Name of Issuer)
Common Stock, $.01 par value per share
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(Title of Class of Securities)
591674 10 2
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(CUSIP Number)
Mark A. Solls
Vice President, Secretary and General Counsel
ProNet Inc.
6340 LBJ Freeway
Dallas, Texas 75240
(214) 687-2000
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Copy to:
Jeffrey A. Chapman
Vinson & Elkins L.L.P.
3700 Trammell Crow Center
Dallas, Texas 75201
(214) 220-7797
August 8, 1997
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(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).
The Exhibit Index required by Rule 0-3(c) is located at page 9 of this filing.
(Continued on the following page(s))
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13D Page 2 of 9 Pages
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(1) Name of Reporting Person.
ProNet Inc.
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(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) /X/
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(3) SEC Use Only
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(4) Source of Funds*
00 (See Item 3)
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(5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) / /
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(6) Citizenship or Place of Organization
Delaware
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Number of Shares (7) Sole Voting
Beneficially Owned Power 0
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting
Power 9,405,969
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(9) Sole Dispositive
Power 0
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(10) Shared Dispositive
Power 0
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
9,405,969
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(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
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(13) Percent of Class Represented by Amount in Row (11)
37.5%
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(14) Type of Reporting Person*
CO
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*SEE INSTRUCTION BEFORE FILLING OUT!
*As a result of executing that certain Stockholders Voting Agreement dated
August 8, 1997 (the "Voting Agreement") with the stockholders of Metrocall,
Inc., a Delaware corporation ("Metrocall"), listed on Annex A hereto (the
"Metrocall Stockholders"), ProNet Inc., a Delaware corporation ("ProNet"),
may be deemed, for purposes of Section 13(d) of the Act, to have formed a
"group" with the Metrocall Stockholders. The Voting Agreement is filed as
Exhibit 10.1 hereto and is incorporated herein by reference. The information
regarding the Metrocall Stockholders contained in this Statement on Schedule
13D is provided to the best knowledge of ProNet and, unless otherwise
indicated, is based on information provided to ProNet by Metrocall and the
Metrocall Stockholders.
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SCHEDULE 13D
Page 3 of 9 Pages
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Item 1. SECURITY AND ISSUER.
This Schedule 13D relates to shares of common stock, $.01 par value per
share ("Shares"), of Metrocall, Inc., a Delaware corporation ("Metrocall" or
the "Issuer"). The address of the principal executive offices of the Issuer
is 6677 Richmond Highway, Alexandria, Virginia 22306.
Item 2. IDENTITY AND BACKGROUND.
(a) - (c) and (f). This statement is being filed by ProNet. ProNet is
organized under the laws of the State of Delaware, and its principal business
address is 6340 LBJ Freeway, Dallas, Texas 75240. ProNet provides wireless
messaging services in the United States.
The names, business addresses, principal occupations and citizenship of
the directors and executive officers of ProNet are set forth in Annex B
hereto and are incorporated herein by reference.
(d) and (e). During the last five years, ProNet has not and, to the best
knowledge of ProNet, none of the executive officers and directors of ProNet have
(i) been convicted in a criminal proceeding (excluding traffic violations and
similar misdemeanors) or (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, 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.
The information set forth in Item 4 is incorporated herein by reference.
Item 4. PURPOSE OF TRANSACTION.
Pursuant to that certain Agreement and Plan of Merger, dated August 8,
1997, between ProNet and Metrocall (the "Merger Agreement"), filed as Exhibit
10.2 hereto and incorporated herein by reference, ProNet shall, subject to
the terms and conditions set forth therein, be merged with and into Metrocall
(the "Merger"). The individuals who are to serve as directors of Metrocall
upon consummation of the Merger are identified in Annex A of the Merger
Agreement and include 11 directors designated by Metrocall and three
directors designated by ProNet.
Pursuant to the Voting Agreement, each Metrocall Stockholder agreed
to attend the meeting of Metrocall's stockholders to be called pursuant
to the Merger Agreement (including any adjournment or adjournments thereof),
in person or by proxy, and to vote, or cause to be voted (or, if the
stockholders of Metrocall act by written consent, to consent in writing,
or cause to consent in writing, with respect to) all Shares, whether issued
heretofore or hereafter, that such Metrocall Stockholder owns or has the
right to vote or consent in favor of approval and adoption of the Merger
Agreement, the Merger and a proposed amendment to the Amended and Restated
Certificate of Incorporation of Metrocall, as amended, to increase
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Page 4 of 9 Pages
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the authorized number of Shares to 80,000,000 (the "Charter Amendment"). In
addition, each of the Metrocall Stockholders has agreed to appoint ProNet as
its attorney-in-fact and proxy for such purpose. As a result, ProNet has
shared voting power with respect to an aggregate of 9,405,969 Shares held by
the Metrocall Stockholders, representing 37.5% of the 25,052,513 Shares
outstanding as of May 1, 1997. In addition, the Metrocall Stockholders
agreed in the Voting Agreement that, until consummation of the Merger or the
termination of the Voting Agreement, they will not, directly or indirectly,
sell, transfer, pledge (other than pledges pursuant to commercially customary
brokers margin accounts) or otherwise dispose of, any of the number of "Owned
Shares" (herein so called) indicated on Annex A hereto to any person other
than ProNet or its designee, or grant an option with respect to any of the
foregoing, or enter into any other agreement or arrangement with respect to
any of the foregoing, unless such Owned Shares remain subject to the
Metrocall Stockholder's obligations under the Voting Agreement in the hands
of any transferee, provided that nothing in the Voting Agreement shall
preclude a Metrocall Stockholder from transferring that number of Shares in
excess of the number of Owned Shares owned by such Metrocall Stockholder free
and clear of any obligations under the Voting Agreement. No purchases of
Shares will be made pursuant to the Voting Agreement. ProNet entered into
the Voting Agreement with the Metrocall Stockholders to ensure that the
Metrocall Stockholders will vote in favor of the Merger Agreement, the Merger
and the Charter Amendment.
Metrocall and ProNet have entered into that certain Option Agreement
dated August 8, 1997 (the "Option Agreement"), filed as Exhibit 10.3 hereto
and incorporated herein by reference, under which ProNet granted to Metrocall
an irrevocable option (the "Option") to purchase, subject to the terms and
conditions therein, 2,450,000 shares of common stock, par value $.01 per
share, of ProNet ("ProNet Shares") at an exercise price of $5.40 per ProNet
Share. The Option is capped such that it may not be exercised for a number
of ProNet Shares as would, as of the date of exercise of the Option, result
in Metrocall's receiving a Notional Total Return (as defined in the Option
Agreement) of more than 9.9% of the Total Equity Value (as defined in the
Option Agreement) of ProNet as of such date.
Except as otherwise set forth in this Item 4, ProNet has no present plans
or proposals which relate to or would result in (i) the acquisition by any
person of additional securities of the Issuer, or the disposition of securities
of the Issuer; (ii) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(iii) a sale or transfer of a material amount of assets of the Issuer or any of
its subsidiaries; (iv) any change in the present board of directors or
management of the Issuer; (v) any material change in the present capitalization
or dividend policy of the Issuer; (vi) any other material change in the Issuer's
business or corporate structure; (vii) changes to the Issuer's charter, by-laws
or instruments corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person; (viii) causing the Shares to
cease to be authorized to be quoted on the Nasdaq National Market; (ix) the
Shares becoming eligible for termination of registration pursuant to Section
12(g)(4) of the Exchange Act; or (x) any action similar to any of those actions
set forth in this Paragraph.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b). The information set forth in Item 4 is incorporated herein by
reference. Other than as described above, ProNet does not beneficially own any
Shares. To the knowledge of ProNet, none of ProNet's executive officers and
directors beneficially own any Shares. ProNet disclaims beneficial
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Page 5 of 9 Pages
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ownership of any Shares and, notwithstanding anything to the contrary
contained in this Schedule 13D, and in accordance with Rule 13d-4 promulgated
under the Act, the filing of this Schedule 13D shall not be construed as an
admission that ProNet is the beneficial owner of any Shares.
(c). To the knowledge of ProNet, there have been no transactions in Shares
by any of ProNet's executive officers or directors during the past 60 days.
(d). To the knowledge of ProNet, the right to receive dividends with
respect to the Shares to which this Schedule 13D relates, and the power to
direct the receipt of dividends from, or the proceeds of the sale of, such
Shares held by each of the Metrocall Stockholders are held by such Metrocall
Stockholders as reflected in Annex A to the Voting Agreement.
(e). Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONS WITH RESPECT TO
SECURITIES OF THE ISSUER.
The information set forth in Item 4 is incorporated herein by reference.
Other than the Merger Agreement, the Voting Agreement and the transactions
contemplated thereby, there are no contracts, arrangements, understandings or
relationships between ProNet and any other person, or, to the knowledge of
ProNet, among any of ProNet's executive officers and directors or between any
of ProNet's executive officers and directors and any other person, with
respect to the Shares.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT 10.1 - Stockholders Voting Agreement, dated August 8, 1997,
among ProNet and the Metrocall Stockholders (filed as an exhibit to
Metrocall's Current Report on Form 8-K dated August 11, 1997 (the "Metrocall
8-K"), and incorporated herein by reference).
EXHIBIT 10.2 - Agreement and Plan of Merger dated August 8, 1997,
between Metrocall and ProNet (filed as an exhibit to the Metrocall 8-K and
incorporated herein by reference).
EXHIBIT 10.3 - Option Agreement dated August 8, 1997, between Metrocall
and ProNet (filed as an exhibit to the Metrocall 8-K and incorporated herein
by reference).
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Page 6 of 9 Pages
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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: August 18, 1996 ProNet Inc.
By: /s/ MARK A. SOLLS
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Mark A. Solls
Vice President
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Page 7 of 9 Pages
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ANNEX A
METROCALL STOCKHOLDERS
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Total Shares
Number of Owned as of
"Owned Shares" August 8, 1997
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Ronald V. Aprahamian 40,000 40,000
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Harry L. Brock, Jr. 3,000,000 3,536,200
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Suzanne S. Brock 210,000 210,000
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William L. Collins, III 347,515 347,515
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Francis A. Martin, III 50,000 50,000
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Ray Russenberger 1,900,000 2,129,448
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Elliott H. Singer 800,000 869,345
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UBS Capital LLC 970,365 970,365
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Wilmington Securities, Inc. 1,154,185 1,154,185
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C.G. Grefenstette and Thomas G. Bigley, Trustees
U/A/T Dated 8/28/68 for Juliet Lea Hillman 14,130 14,130
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C.G. Grefenstette and Thomas G. Bigley, Trustees
U/A/T Dated 8/28/68 for Audrey Hilliard Hillman 14,130 14,130
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C.G. Grefenstette and Thomas G. Bigley, Trustees
U/A/T Dated 8/28/68 for Henry Lea Hillman, Jr. 14,130 14,130
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C.G. Grefenstette and Thomas G. Bigley, Trustees
U/A/T Dated 8/28/68 for William Talbott Hillman 14,130 14,130
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Henry L. Hillman, Elsie Hilliard Hillman and
C.G. Grefenstette Trustees of the Henry L.
Hillman Trust U/A Dated November 18, 1985 42,391 42,391
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Page 8 of 9 Pages
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ANNEX B
IDENTITY AND BACKGROUND
Listed below are the names, addresses and principal occupations of the
directors and executive officers of ProNet. Each of the persons listed below
is a United States citizen.
<TABLE>
Name and Position Business Address Present Occupation
- ----------------- ---------------- ------------------
<S> <C> <C>
Jackie R. Kimzey, Chairman and 6340 LBJ Freeway See "Name and Position"
Chief Executive Officer Dallas, Texas 75240
David J. Vucina, President, Chief 6340 LBJ Freeway See "Name and Position"
Operating Officer and Director Dallas, Texas 75240
Jan E. Gaulding, Senior Vice 6340 LBJ Freeway See "Name and Position"
President, Treasurer and Chief Dallas, Texas 75240
Financial Officer
Jeffrey A. Owens, 6340 LBJ Freeway See "Name and Position"
Senior Vice President and Dallas, Texas 75240
Chief Technology Officer
Mark A. Solls, Senior Vice 6340 LBJ Freeway See "Name and Position"
President, Secretary and Dallas, Texas 75240
General Counsel
Joseph Y. Lacik, Vice President 6340 LBJ Freeway See "Name and Position"
and Chief Information Officer Dallas, Texas 75240
Timothy J. Moore 6340 LBJ Freeway See "Name and Position"
Vice President - New Business Dallas, Texas 75240
Development
Harvey B. Cash, Director 13455 Noel Road General Partner, Berry Cash
Suite 1670 Southwest Partnership, a venture
Dallas, Texas 75240 capital partnership
Edward E. Jungerman, Director 12221 Merit Drive President, Impulse
Suite 1150 Telecommunications, a strategic
Dallas, Texas 75251 telecommunications consulting firm
Max D. Hopper, Director 1950 Stemmons Freeway Principal, Max D. Hopper
Suite 1755 Associates, Inc., a technology
Dallas, Texas 75225 consulting firm
George C. Platt, Director Liberty Plaza II President and Chief Executive
5057 Keller Springs Road Officer, Intecom, a provider of
Dallas, Texas 75248 multimedia network services
</TABLE>
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Page 9 of 9 Pages
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EXHIBIT INDEX
EXHIBIT 10.1 - Stockholders Voting Agreement, dated August 8, 1997,
among ProNet and the Metrocall Stockholders (filed as an exhibit to the
Metrocall 8-K and incorporated herein by reference).
EXHIBIT 10.2 - Agreement and Plan of Merger dated August 8, 1997,
between Metrocall and ProNet (filed as an exhibit to the Metrocall 8-K and
incorporated herein by reference).
EXHIBIT 10.3 - Option Agreement dated August 8, 1997, between Metrocall
and ProNet (filed as an exhibit to the Metrocall 8-K and incorporated herein
by reference).
