<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
SCHEDULE 13D
(AMENDMENT NO. 2)
UNDER THE SECURITIES EXCHANGE ACT OF 1934(1)
METRICOM, INC.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
591596 10 1
(CUSIP Number)
With a copy to:
---------------
William D. Savoy Alvin G. Segel
Vulcan Northwest, Inc. Irell & Manella LLP
110 110th Avenue, N.E. 1800 Avenue of the Stars
Suite 550 Suite 900
Bellevue, Washington 98004 Los Angeles, California 90067
Tel: (206) 453-1940 Tel: (310) 277-1010
Fax: (206) 453-1985 Fax: (310) 203-7199
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 25, 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.
(Continued on following pages)
(Page 1 of 9 Pages)
- ----------
(1) 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 THE DISCLOSURES PROVIDED IN A PRIOR COVER PAGE.
THE INFORMATION REQUIRED IN 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> 2
CUSIP No. 591596 10 1 13D Page 1 of 9 Pages
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1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Vulcan Ventures Incorporated
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Vulcan Ventures Incorporated is a Washington
corporation
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7 SOLE VOTING POWER:
NUMBER OF
SHARES 4,471,745
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
---------------------------------------------------
8 SHARED VOTING POWER:
n/a
---------------------------------------------------
9 SOLE DISPOSITIVE POWER:
4,471,745
---------------------------------------------------
10 SHARED DISPOSITIVE POWER:
n/a
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
4,471,745
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
32.7%
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14 TYPE OF REPORTING PERSON*:
Vulcan Ventures Incorporated -- CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE> 3
CUSIP No. 591596 10 1 13D Page 2 of 9 Pages
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1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Paul G. Allen
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Paul G. Allen is a U.S.Citizen
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NUMBER OF 7 SOLE VOTING POWER:
SHARES
BENEFICIALLY 4,496,745 (25,000 of which are held directly by
OWNED BY Paul G. Allen and the remaining 4,471,745 are
EACH held by Vulcan Ventures)
REPORTING
PERSON WITH
-----------------------------------------------------------------
8 SHARED VOTING POWER:
n/a
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9 SOLE DISPOSITIVE POWER:
4,496,745 (25,000 of which are held directly by
Paul G. Allen and the remaining 4,471,745 are
held by Vulcan Ventures)
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER:
n/a
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
11 4,496,745
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
32.9%
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14 TYPE OF REPORTING PERSON*:
Paul G. Allen -- IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE> 4
CUSIP No. 591596 10 1 13D Page 3 of 9 Pages
This Amendment No. 2 to Schedule 13D relates to shares of common stock
of Metricom, Inc. (the "Issuer"). This Amendment No. 2 supplements and amends
the initial statement on Schedule 13D dated November 10, 1993 (the "Initial
Statement"), as amended by Amendment No. 1 thereto dated March 8, 1995, filed by
Vulcan Ventures Incorporated ("Vulcan Ventures") and Mr. Paul G. Allen (together
with Vulcan Ventures, the "Reporting Persons"). This Amendment No. 2 is being
filed to report the prospective acquisition by the Reporting Persons of certain
of the shares of the Issuer. Capitalized terms used herein and not otherwise
defined herein shall have the meaning given to them in the Initial Statement.
Item 3. Source and Amount of Funds or Other Consideration
The Initial Statement is hereby amended by adding the following:
The sole source of the funds for the purchase of the 2,583,500 shares
(the "Shares") of common stock of the Issuer pursuant to the Stock Purchase
Agreement dated September 25, 1997 by and between Vulcan Ventures and Lindner
Investments is working capital of the reporting person. The amount of funds used
in making the purchase is $15,501,000.
Item 4. Purpose of Transaction
The Initial Statement is hereby amended and restated in its entirety as
follows:
Vulcan Ventures acquired and is acquiring beneficial ownership of its
shares of the Issuer for investment purposes. Its ownership of approximately 33%
of the voting stock of the issuer may provide Vulcan Ventures with an
opportunity to change or influence control of the Issuer. Vulcan Ventures has
considered and intends to continue to consider various strategies (including
possibly seeking new management to operate the Issuer) to increase the value of
its shares of the Issuer and may from time to time consider implementing one or
more of such strategies. Vulcan Ventures has had discussions with existing
management of the Issuer with respect to the desirability of bringing in new
management. Vulcan Venture's obligation to consummate the purchase of the Shares
is subject to, at Vulcan Venture's option, approval of the Issuer's Board of
Directors. Vulcan Ventures retains the right to change its investment intent, to
propose one or more possible transactions to the Board of Directors of the
Issuer, to acquire additional shares of the Issuer from time to time or to sell
or otherwise dispose of all or part of the shares of common stock beneficially
owned by Vulcan Ventures in any manner permitted by law. In the event of a
material change in the present plans or intentions of Vulcan Ventures, Vulcan
Ventures will amend this Schedule 13D to reflect such changes.
Vulcan Ventures has the nonassignable right to designate one director
of the Issuer's Board of Directors as long as Vulcan Ventures (together with its
affiliates) holds not fewer than 933,334 shares (as presently constituted,
subject to adjustment for stock splits, stock dividends and similar events) (the
Minimum Amount") of common stock of the Issuer, Inc. The director designated by
Vulcan Ventures is subject to the approval of the Issuer's Board of Directors,
but such approval shall not be unreasonably withheld.
Except as set forth herein, Vulcan Ventures does not have any plans or
proposals that relate to or would result in any of the matters specified in
Item 4.
Item 5. Interest in Securities of the Issuer
The Initial Statement is hereby amended and restated in its entirety as
follows:
(a) Aggregate Number of Shares of Common Stock of the Issuer
Beneficially Owned: 4,471,745.
Percentage of Common Stock of the Issuer Owned (based
on 13,675,756 shares outstanding of common stock as
of August 12, 1997): 32.7%
<PAGE> 5
CUSIP No. 591596 10 1 13D Page 4 of 9 Pages
(b) Sole Voting Power 4,471,745
Sole of Dispositive Power: 4,471,745
Shared Voting Power -0-
Shared Dispositive Power: -0-
(c) No transactions in the class of securities reported on
were effected the past sixty days except as described
above.
(d) Not applicable
(e) Not applicable
To the best knowledge of Vulcan Ventures, its directors, executive
officers and controlling persons beneficially own the following shares of the
Issuer:
Paul G. Allen, Director, President and sole shareholder of Vulcan
Ventures - 4,496,745 shares (which includes the 4,471,745 shares owned and to be
acquired by Vulcan Ventures).
William D. Savoy, Director and Vice President of Vulcan Ventures, and
Bert E. Kolde, Director and Vice President of Vulcan Ventures, do not own any
shares of the Issuer.
ITEM. 7. MATERIAL TO BE FILED AS EXHIBITS
Durable Special Power of Attorney, dated September 25, 1997, granted by
Paul G. Allen to William D. Savoy.
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.
VULCAN VENTURES INCORPORATED
September 25, 1997
By: /s/ William D. Savoy
--------------------------------------
William Savoy, Vice President
<PAGE> 6
CUSIP No. 591596 10 1 13D Page 5 of 9 Pages
Item 3. Source and Amount of Funds or Other Consideration
The Initial Statement is hereby amended by adding the following:
The sole source of the funds for the purchase of the Shares pursuant to
the Stock Purchase Agreement dated September 25, 1997 by and between Vulcan
Ventures and Lindner Investments is working capital of the reporting person. The
amount of funds used in making the purchase is $15,501,000.
Item 4. Purpose of Transaction
The Initial Statement is hereby amended and restated in its entirety as
follows:
Paul G. Allen (both directly and through Vulcan Ventures) acquired and
is acquiring beneficial ownership of his shares of the Issuer for investment
purposes. His ownership of approximately 33% of the voting stock of the issuer
may provide Paul G. Allen with an opportunity to change or influence control of
the Issuer. Paul G. Allen has considered and intends to continue to consider
various strategies (including possibly seeking new management to operate the
Issuer) to increase the value of his shares of the Issuer and may from time to
time consider implementing one or more of such strategies. Vulcan Ventures has
had discussions with existing management of the Issuer with respect to the
desirability of bringing in new management. Vulcan Venture's obligation to
consummate the purchase of the Shares is subject to, at Vulcan Venture's option,
approval of the Issuer's Board of Directors. Paul G. Allen retains the right to
change his investment intent, to propose one or more possible transactions to
the Board of Directors of the Issuer, to acquire additional shares of the Issuer
from time to time or to sell or otherwise dispose of all or part of the shares
of common stock beneficially owned by Paul G. Allen in any manner permitted by
law. In the event of a material change in the present plans or intentions of
Paul G. Allen, he will amend this Schedule 13D to reflect such changes.
Item 5. Interest in Securities of the Issuer
The Initial Statement is hereby amended and restated in its entirety as
follows:
A. Aggregate Number of Shares of Common Stock of the Issuer
Beneficially Owned: 4,496,745. This amount includes: (i) 4,471,745
shares directly owned by Vulcan Ventures and (ii) 25,000 shares
directly owned by Paul G. Allen.
Percentage of Common Stock of the Issuer Owned (based
on 13,675,756 shares outstanding of common stock as
of August 12, 1997): 32.9%
(b) Sole voting Power 4,496,745
Sole Dispositive Power: 4,496,745
Shared Voting Power -0-
Shared Dispositive Power: -0-
(c) No transactions in the class of securities reported on were
effected during the past sixty days except as described above.
(d) Not applicable
(e) Not applicable
<PAGE> 7
CUSIP No. 591596 10 1 13D Page 6 of 9 Pages
ITEM. 7. MATERIAL TO BE FILED AS EXHIBITS
Durable Special Power of Attorney, dated September 25, 1997, granted by
Paul G. Allen to William D. Savoy.
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.
September 25, 1997 /s/ Paul G. Allen
----------------------------------------
By: /s/ William D. Savoy
-------------------------------------
William Savoy, Attorney in Fact
for Paul G. Allen
<PAGE> 8
CUSIP No. 591596 10 1 13D Page 7 of 9 Pages
EXHIBITS
1. Durable Special Power of Attorney, dated September 25, 1997,
granted by Paul G. Allen to William D. Savoy.
<PAGE> 9
CUSIP No. 591596 10 1 13D Page 8 of 9 Pages
Exhibit 1
DURABLE SPECIAL POWER OF ATTORNEY
I, PAUL G. ALLEN, as principal, do hereby appoint WILLIAM D. SAVOY as
my attorney-in-fact with full power and authority to do and perform all acts in
my name, place and stead as fully as I might do and perform as principal in
connection with my shareholdings of METRICOM, INC., a Delaware corporation,
including, without limitation, the full power and authority to (i) vote, pledge
or sell such shares, (ii) negotiate and enter into or modify any shareholder
agreement or other agreement, and (ii) execute any and all documents and other
instruments reasonably necessary to effect the foregoing.
This power of attorney shall not be affected by my disability,
incapacity at law or uncertainty as to whether I am dead or alive. All acts done
by my attorney-in-fact during any period of my disability or incapacity at law
or uncertainty as to whether I am dead or alive shall have the same effect and
inure to my benefit and bind me or my guardian, heirs, beneficiaries, devisees,
legatees, personal representatives and successors as if I were alive, competent
and not disabled.
My attorney-in-fact shall have no power to act hereunder after December
31, 1997, but any act performed prior to that date shall be valid and continue
to be effective regardless of this termination date.
DATED at Bellevue, Washington, this 25 day of September, 1997.
/s/ Paul G. Allen
Paul G. Allen
