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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Amendment No. 1)*
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
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(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
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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).
(Continued on following pages)
Page 1 of 7 Pages
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SCHEDULE 13D
CUSIP NO. 74342C105 PAGE 2 OF 7 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
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- ----------------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
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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
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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.
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Schedule 13D Page 3 of 7 Pages
This Amendment No. 1 amends the Schedule 13D filed on August
18, 1997 (the "Schedule 13D") with the Securities and Exchange Commission (the
"Commission") by and on behalf of Metrocall, Inc. ("Metrocall") relating to the
common stock, $.01 par value (the "Common Stock") of ProNet Inc. (the
"Issuer"). Metrocall is filing this Amendment No. 1 as a result of its entering
into a certain Amendment to Option Agreement (the "Amendment") dated as of
August 29, 1997 with the Issuer. All capitalized terms used and not defined
herein have the meanings set forth in the Schedule 13D.
Item 3 is amended as follows:
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Metrocall acquired beneficial ownership of 2,450,000 shares
of Common Stock pursuant to an Option Agreement entered into between Metrocall
and the Issuer on August 8, 1997 (the "Option Agreement"), as amended by the
Amendment. The Option Agreement and Amendment were entered into between
Metrocall and the Issuer as an inducement for Metrocall to execute the Merger.
Item 4 is amended by adding the following:
ITEM 4. PURPOSE OF TRANSACTION.
The Amendment amends the Option Agreement to clarify when the
Option will terminate. The description of the Amendment is qualified in its
entirety by reference to the Amendment filed herewith as Exhibit 99.1.
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Schedule 13D Page 4 of 7 Pages
Item 6 is amended as follows:
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 were described in item 4 of the Schedule 13D, and the Amendment,
the terms of which are described in item 4 hereto, 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 Amendment to Option Agreement dated as of August 29, 1997 by
and between Metrocall and the Issuer.
<PAGE> 5
Schedule 13D Page 5 of 7 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Amendment No. 1 is
true, complete and correct.
Dated: September 8, 1997
Metrocall, Inc.
By: /s/ VINCENT D. KELLY
----------------------------------
Vincent D. Kelly,
Chief Financial Officer and Treasurer
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Schedule 13D Page 6 of 7 Pages
Exhibit Index
<TABLE>
<CAPTION>
Exhibit Page
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<S> <C>
Exhibit 99.1: Amendment to Option Agreement dated as of August 29, 1997
by and between Metrocall and the Issuer ............................................. 7
</TABLE>
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Schedule 13D Page 7 of 7 Pages
EXHIBIT 99.1
EXHIBIT 99.1
AMENDMENT TO OPTION AGREEMENT
AMENDMENT TO OPTION AGREEMENT dated as of August 29, 1997, by and
between ProNet Inc., a Delaware corporation ("PN") and Metrocall, Inc., a
Delaware corporation ("MC").
W I T N E S S E T H :
WHEREAS, PN and MC are parties to that certain Option Agreement dated
as of August 8, 1997 ("Option Agreement"); and
WHEREAS, the parties desire to amend the Option Agreement in certain
respects.
NOW, THEREFORE, in consideration of the mutual promises contained
herein and other good and valuable consideration, the sufficiency of which is
hereby acknowledged, the parties agree as follows:
1. Section 2(d)(ii) of the Option Agreement is amended to read in
its entirety as follows:
"the termination of the Merger Agreement other than under Sections
7.1(c)(iii), 7.1(d)(ii) or 7.1(d)(iii) thereof; and"
2. Except as expressly modified hereby, all other terms and
conditions of the Option Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment to Option
Agreement as of the date first above written.
PRONET INC.
By: /s/ MARK A. SOLLS
-----------------------
Name: Mark A. Solls
Title: Vice President
METROCALL, INC.
By: /s/ VINCENT D. KELLY
-----------------------
Name: Vincent D. Kelly
Title: Chief Financial Officer
