UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
-------------------------------------------------------------
(Amendment No. 1)*
ARCH COMMUNICATIONS GROUP, INC.
-------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
-------------------------------------------------------------
(Title of Class of Securities)
039381108
---------------
(CUSIP Number)
Bryan E. Bloom, Esq.
W. R. Huff Asset Management Co., L.L.C.
67 Park Place, 9TH Floor
Morristown, New Jersey
(973) 984-1233
-------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
July 12, 2000
-------------------
(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 ss.ss 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 ss.240.13d-7(b) for other
parties to whom copies are to be sent.
<PAGE>
*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>
CUSIP No. 039381108
13D
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
W. R. Huff Asset Management Co., L.L.C.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS (See Instructions)
00
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OF PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY 8. SHARED VOTING POWER
8,510,857
OWNED BY EACH 9. SOLE DISPOSITIVE POWER
REPORTING PERSON 10. SHARED DISPOSITIVE POWER
WITH 8,510,857
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
8,510,857
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES (See Instructions)
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.35%
14. TYPE OF REPORTING PERSON (See Instructions)
IA, OO
<PAGE>
SCHEDULE 13D
-------------
ITEM 1. SECURITY AND ISSUER
This Statement on Schedule 13D (this "Statement") relates to the Common
Stock, par value $.01 per share (the "Common Stock"), of Arch Communications
Group, Inc., a Delaware corporaton (the "Issuer"). The principal executive
offices of the Issuer are located at 1800 West Park Drive, Suite 250,
Westborough, MA 01581. The Statement amends the Schedule 13D filed by W.R. Huff
Asset Management Co., L.L.C. ("Huff") on August 2, 1999 and again on February
11, 2000. The information reflected in this Statement is current through August
1, 2000.
ITEM 2. IDENTITY AND BACKGROUND.
No change.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
No change.
ITEM 4. PURPOSE OF TRANSACTION.
No change.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is amended in its entirety as follows:
(a) The percentages set forth in this Item 5 are based on the Issuer's
representation that as of August 10, 2000 there were 63,961,997 shares of Class
A Common Stock outstanding and 2,508,652 shares of Class B Common Stock
outstanding.
The Accounts and the Fund, in the aggregate, directly own 7,942,912
shares of Common Stock representing approximately 11.35% of the outstanding
Common Stock. The Accounts and the Fund, in the aggregate, own 1,704,006
Participation Warrants, which are exercisable into 567,945 additional shares of
Common Stock. Therefore, the Accounts and the Fund, in the aggregate,
beneficially own 8,510,857 shares of Common Stock, representing approximately
11.35% of the outstanding Common Stock (computed in accordance with Rule
13d-3(d) under the Act).
(b) Although Huff does not own any of the Common Stock, since Huff has
<PAGE>
discretionary authority with respect to the investments of the Accounts and is
an affiliate of the Fund, Huff has shared power to vote the 8,510,857 shares of
Common Stock beneficially owned by the Accounts and the Fund. The information
required by Item 2 with respect to Huff is set forth in Item 2 above.
(c) Since the filing of the Schedule 13D by Huff, the Accounts and the
Fund have entered into the following transactions. All of these transactions
were effected through the Nasdaq stock market.
<TABLE>
<CAPTION>
Trade Date Amount Action Price Per Share
========== ====== ====== ===============
<S> <C> <C> <C> <C>
01-27-00 7,100 Sale $6.25
02-17-00 1,438 Sale $10.31
02-28-00 49,528 Sale $14.13
03-01-00 30,007 Sale $14.54
03-02-00 5,000 Sale $14.34
03-06-00 7,000 Sale $14.16
03-07-00 18,000 Sale $13.45
03-08-00 92,000 Sale $13.47
03-09-00 53,000 Sale $13.48
03-10-00 27,500 Sale $13.54
03-15-00 300 Sale $11.94
04-27-00 6,000 Sale $7.34
04-28-00 22,000 Sale $7.57
06-12-00 18,500 Sale $6.03
06-19-00 15,000 Sale $6.00
06-23-00 10,000 Sale $5.97
06-26-00 5,000 Sale $6.13
06-27-00 20,000 Sale $6.08
06-28-00 25,000 Sale $6.07
06-29-00 25,000 Sale $6.08
06-30-00 27,500 Sale $6.56
07-05-00 25,000 Sale $6.87
07-06-00 30,000 Sale $6.60
07-07-00 50,000 Sale $6.87
07-10-00 5,000 Sale $6.69
07-11-00 30,000 Sale $6.67
07-12-00 45,000 Sale $6.98
07-13-00 27,000 Sale $7.01
07-17-00 15,000 Sale $6.32
</TABLE>
(d) The Accounts and the Fund have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, the
securities reported herein. Neither the Fund nor any single Account managed by
Huff beneficially owns more than 5% of the Common Stock.
<PAGE>
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
No change.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
No change.
<PAGE>
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 11, 2000
W. R. Huff Asset Management Co., L.L.C.
By: /s/ Bryan Bloom
------------------------------------
Name: Bryan Bloom
Title: Counsel
