SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. *)
Metricom, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
591596-10-1
(CUSIP Number)
Brian L. Blomquist
7711 Carondelet Ave., Suite 700
St. Louis, MO 63105
(314) 727-5305
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 26, 1996
(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 [X]
Page 1 of 5 pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ryback Management Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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
Michigan
7 SOLE VOTING POWER
4,112,891
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 4,112,891
PERSON
WITH 10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,112,891
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROX (11)
27.4%
14 TYPE OF REPORTING PERSON
IA, CO
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Item 1. Security and Issuer.
This Schedule 13D is being filed by Ryback Management Corporation, a
Michigan corporation ("Ryback") and relates to the common stock, par value
$0.01 per share (the "Common Stock"), of Metricom, Inc., a Delaware
corporation (the "Issuer"). The address of the principal executive office
of the Issuer is 980 University Avenue, Los Gatos, California 95030.
Item 2. Identity and Background.
Ryback is a registered investment adviser providing investment
advisory services to Lindner Investments, a Massachusetts business trust
(the "Trust"), which currently has seven separate series of shares. Of
these separate series, four series beneficially own shares of the Issuer's
Common Stock and two series own the Issuer's 8% convertible debentures due
2003 ("Convertible Debentures"). The address of the principal business and
principal office for Ryback is 7711 Carondelet Ave., St. Louis, MO 63105.
The following table sets forth certain information with respect to
the executive officers and directors of Ryback. Each person is a citizen of
the United States and unless otherwise indicated, has his business address
at 7711 Carondelet Ave., St. Louis, MO 63105.
Principal Occupation and
Business Address if Different
Name from that set forth above
- ---- -----------------------------
Eric E. Ryback President and Trustee of the Trust; President and a
Director of Ryback.
Robert A. Lange Senior Vice President of the Trust and Ryback.
Brian L. Blomquist Vice President and Secretary of the Trust; Vice
President and Assistant Secretary of Ryback.
Lawrence G. Callahan Vice President of the Trust and Ryback.
Doug T. Valassis Chairman and Trustee of the Trust and Chairman,
Director and Treasurer of Ryback; President of
Franklin Enterprises, Inc., 520 Lake Cook Road,
Deerfield, Illinois
Edward W. Elliot, Jr. Director of Ryback; Vice Chairman, Franklin
Enterprises, Inc., 520 Lake Cook Road, Deerfield,
Illinois
D. Craig Valassis Director of Ryback; Vice President, Franklin
Enterprises, Inc., 520 Lake Cook Road, Deerfield,
Illinois
Robert L. Miller Director of Ryback; Treasurer, Franklin
Enterprises, Inc., 520 Lake Cook Road, Deerfield,
Illinois
Neither Ryback nor any of its executive officers or directors has,
during the last five years, been convicted in a criminal proceeding.
Neither Ryback nor the Trust nor any of their executive officers, directors
or trustees has, during the last five years, been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as
a result of which he or it was or is subject to any 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 source of the funds used by the Ryback and the Trust for the
acquisition of Issuer's Common Stock was available working capital.
Item 4. Purpose of Transaction.
Initially, the Trust purchased Common Stock and Convertible
Debentures of the Issuer for investment purposes. Ryback believes that the
Issuer's Common Stock is undervalued and that the most effective way to
maximize its value is to encourage management to consider a sale, merger or
other business combination of the Issuer to or with another company.
Accordingly, on December 26, 1996, on behalf of the Trust, Ryback presented
the Issuer with a proxy proposal for action at the 1997 annual meeting of
the Issuer to recommend that the Issuer's Board of Directors take all
actions necessary to conduct a competitive auction for the Issuer's business
and/or assets. Ryback may, at any time or from time to time, review or
reconsider this position with respect to the Issuer and may formulate plans
with respect to other matters referred to in Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) The Trust, through four of its separate series, beneficially
owns 4,012,891 shares of Common Stock (approximately 27.4% of the
outstanding shares of Common Stock, taking into account the shares issuable
on conversion of the Convertible Debentures). Ryback, in its own capacity
and for its own account, also owns 10,000 shares of the Issuer's Common
Stock.
(b) In its capacity as investment adviser for the Trust,
Ryback exercises sole voting and dispositive powers over the shares owned by
the Trust, and therefore may be deemed to be the beneficial owner of all
such shares.
(c) During the sixty days immediately preceding the date of this
filing, the Trust has engaged in the following transactions with respect to
the Issuer's Common Stock, all of which were broker transactions executed on
the open market:
No. of Shares
and Type of Price/
Date Transaction Share
- ---- ------------- ------
10/28/96 Purchase--6,000 shs. $14.75
10/29/96 Purchase--10,000 shs. $14.75
10/30/96 Purchase--5,000 shs. $14.4375
11/13/96 Purchase--8,000 shs. $15.5625
(d) No other persons are known to have the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the
sale of Common Stock held by the Trust.
(e) Not applicable.
Item 7. Exhibits.
None.
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.
RYBACK MANAGEMENT CORPORATION
Date: December 26, 1996 By: /S/ LAWRENCE G. CALLAHAN
Lawrence G. Callahan
Vice President
