METRICOM INC / DE
SC 13D/A, 1997-01-09
RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT
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                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549




                                 Schedule 13D
                   Under the Securities Exchange Act of 1934
                               (Amendment No. 1)

                                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 [ ]


                                                     Page 1 of 2 pages
<PAGE>
         This Amendment No. 1 to Schedule 13D is being filed by Ryback
Management Corporation, a Michigan corporation ("Ryback") in order to file
as an exhibit the text of the stockholder proposal and supporting statement
that were submitted to Metricom, Inc. (the "Issuer"), as described in
Ryback's initial Schedule 13D filing.

Item 7.  Exhibits.

No.     Description
- ---     -----------
1       Text of Stockholder Proposal and Statement in Support


                                   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: January 9, 1997              By:/S/ LAWRENCE G. CALLAHAN
                                      Lawrence G. Callahan, Vice President




                                                       Page 2 of 2 pages

EXHIBIT 1

                  STOCKHOLDER PROPOSAL OF LINDNER INVESTMENTS

"RESOLVED THAT THE SHAREHOLDERS OF METRICOM, INC., ASSEMBLED AT THE 1997
ANNUAL MEETING HEREBY RECOMMEND TO THE BOARD OF DIRECTORS THAT THE BOARD
TAKE THE STEPS NECESSARY TO ACHIEVE A CASH OR STOCK MERGER OF METRICOM,
INC., ON TERMS THAT WILL ACHIEVE THE GREATEST VALUE FOR THE TECHNOLOGY THE
COMPANY POSSESSES AS PROMPTLY AS POSSIBLE."

                 STATEMENT IN SUPPORT OF STOCKHOLDER PROPOSAL

"Lindner Investments believes that the current management of Metricom, Inc.,
has failed to capitalize on the outstanding attributes of the Ricochet
network technology and thereby increase the value of Metricom shares.  The
company has raised over 100 million dollars since 1994 and has not delivered
the results which we believe are possible with this technology.  The
inability of current management to provide and adhere to a reasonable
timetable whereby providers of services and hardware can plan upon offering
solutions to customers has greatly impaired the value of the company and its
substantial technological lead over its competitors.  We believe that
shareholders, employees and especially potential users of Ricochet networks
would be best served by a merger with a strategic partner who could add
financial, marketing and network management capabilities to fully exploit
the tremendous opportunities which increasingly affordable, smaller and more
functional electronic devices present for an inexpensive, high speed
wireless data network covering the U.S.A."



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