SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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)
February 24, 1997
(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 [ ]
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This Amendment No. 2 to Schedule 13D is being filed by Ryback
Management Corporation, a Michigan corporation ("Ryback") in order to amend
Item 4 in its entirety. Item 4 is hereby amended to read as follows:
Item 4. Purpose of Transaction.
Initially, the Trust purchased Common Stock and Convertible
Debentures of the Issuer for investment purposes. 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. On February
24, 1997, the Trust wrote to the President and Chief Executive Officer of
the Issuer notifying the Issuer that the Trust was withdrawing its proposal
regarding the sale or merger of the Issuer, in the interests of attempting
to assure the future success of the Issuer. In its letter, the Trust
stated, "We believe the company has attempted to address shareholder
concerns and hope to be a constructive influence on the implementation of
Ricochet networks nationwide." The Trust and 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.
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: March 6, 1997 By: /S/ LAWRENCE G. CALLAHAN
Lawrence G. Callahan, Vice President
