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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
AMENDMENT NO. 1
INFORMATION STATEMENT PURSUANT TO
RULES 13d-1 (b) AND (c)
AND AMENDMENTS THERETO FILED PURSUANT
TO RULE 13d-2(b)*
PAGEMART WIRELESS, INC.
-----------------------
(Name of Issuer)
CLASS A CONVERTIBLE COMMON STOCK
$.0001 PAR VALUE
--------------------------------
(Title of Class of Securities)
69553J104
--------------
(CUSIP Number)
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).
- ------------------------------
* 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.
<PAGE>
CUSIP No.69553J104 13G Page 2 of 90 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Morgan Stanley, Dean Witter, Discover & Co.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
0
6 SHARED VOTING POWER
16,991,140 shares
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
16,991,140 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,991,140 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
49.8%
12 TYPE OF REPORTING PERSON*
HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 3 of 90 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
The Morgan Stanley Leveraged Equity Fund II, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
0
6 SHARED VOTING POWER
8,476,518 shares
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
8,476,518 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,476,518 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
24.8%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 4 of 90 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
The Morgan Stanley Leveraged Equity Fund II, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
0
6 SHARED VOTING POWER
8,476,518 shares
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
8,476,518 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,476,518 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
24.8%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 5 of 90 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Morgan Stanley Capital Partners III, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
0
6 SHARED VOTING POWER
5,072,672 shares
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
5,072,672 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,072,672 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.9%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 6 of 90 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
MSCP III, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
0
6 SHARED VOTING POWER
5,334,780 shares
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
5,334,780 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,334,780 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
15.6%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 7 of 90 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Morgan Stanley Capital Investors, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
0
6 SHARED VOTING POWER
172,569 shares
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
172,569 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
172,569 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.5%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 8 of 90 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Morgan Stanley Capital Partners III, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
0
6 SHARED VOTING POWER
5,334,780 shares
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
5,334,780 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,334,780 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
15.6%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 9 of 90 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
MSCP III 892 Investors, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
0
6 SHARED VOTING POWER
89,539 shares
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
89,539 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
89,539 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.3%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 10 of 90 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Morgan Stanley Venture Capital Fund II, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
0
6 SHARED VOTING POWER
372,662 shares
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
372,662 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
372,662 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.1%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 11 of 90 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Morgan Stanley Venture Partners II, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
0
6 SHARED VOTING POWER
580,611 shares
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
580,611 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
580,611 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.7%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 12 of 90 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Morgan Stanley Venture Capital II, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
0
6 SHARED VOTING POWER
580,611 shares
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
580,611 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
580,611 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.7%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 13 of 90 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Morgan Stanley Venture Capital Fund, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
0
6 SHARED VOTING POWER
2,154,071 shares
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
2,154,071 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,154,071 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.3%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 14 of 90 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Morgan Stanley Venture Capital Fund II, C.V.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Netherlands Antilles
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
0
6 SHARED VOTING POWER
100,826 shares
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
100,826 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100,826 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.3%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 15 of 90 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Morgan Stanley Venture Partners L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
0
6 SHARED VOTING POWER
2,154,071 shares
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
2,154,071 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,154,071 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.3%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 16 of 90 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Morgan Stanley Venture Investors, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
0
6 SHARED VOTING POWER
107,123 shares
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
107,123 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
107,123 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.3%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 17 of 90 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Morgan Stanley Venture Capital Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
0
6 SHARED VOTING POWER
2,154,071 shares
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
2,154,071 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,154,071 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.3%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 18 of 90 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
First Plaza Group Trust
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
0
6 SHARED VOTING POWER
3,214,286 shares
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
3,214,286 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,214,286 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.4%
12 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 19 of 90 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
General Motors Investment Management Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
0
6 SHARED VOTING POWER
3,214,286 shares
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
3,214,286 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,214,286 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.4%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 20 of 90 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Accel Telecom L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
0
6 SHARED VOTING POWER
1,542,300 shares
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
1,542,300 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,542,300 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.5%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 21 of 90 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Accel Investors '89 L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
0
6 SHARED VOTING POWER
91,500 shares
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
91,500 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
91,500 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.3%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 22 of 90 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Accel III L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
0
6 SHARED VOTING POWER
1,416,200 shares
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
1,416,200 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,416,200 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.2%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 23 of 90 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Accel III Associates L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
0
6 SHARED VOTING POWER
1,416,200 shares
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
1,416,200 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,416,200 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.2%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 24 of 90 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Accel Telecom Associates L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
0
6 SHARED VOTING POWER
1,542,300 shares
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
1,542,300 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,542,300 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.5%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 25 of 90 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Arthur C. Patterson
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
0
6 SHARED VOTING POWER
3,050,000 shares
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
3,050,000 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,050,000 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.9%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 26 of 90 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
James R. Swartz
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
0
6 SHARED VOTING POWER
3,050,000 shares
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
3,050,000 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,050,000 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.9%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 27 of 90 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Swartz Family Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
0
6 SHARED VOTING POWER
2,958,000 shares
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
2,958,500 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,958,500 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.7%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 28 of 90 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Paul H. Klingenstein
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
0
6 SHARED VOTING POWER
1,507,700 shares
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
1,507,700 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,507,700 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.4%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 29 of 90 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
James W. Breyer
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
0
6 SHARED VOTING POWER
2,958,500 shares
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
2,958,500 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,958,500 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.7%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 30 of 90 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Donald A. Gooding
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
0
6 SHARED VOTING POWER
1,416,200 shares
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
1,416,200 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,416,200 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.2%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 31 of 90 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
G. Carter Sednaoui
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
0
6 SHARED VOTING POWER
1,416,200 shares
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
1,416,200 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,416,200 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.2%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 32 of 90 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Leadership Investments Ltd.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
0
6 SHARED VOTING POWER
0 shares
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
0 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 33 of 90 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Conjunto Administrativo Integral, S.A. de C.V.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United Mexican States
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
0
6 SHARED VOTING POWER
1,285,715 shares
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
1,285,715 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,285,715 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.8%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 34 of 90 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Empresas La Moderna, S.A. DE C.V.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United Mexican States
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
0
6 SHARED VOTING POWER
857,142 shares
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
857,142 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
857,142 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.5%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 35 of 90 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Seguros Comercial America, S.A. DE C.V.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United Mexican States
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
0
6 SHARED VOTING POWER
0
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 Shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 36 of 90 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Alfonso Romo Garza
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United Mexican States
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
0
6 SHARED VOTING POWER
2,142,857 shares
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
2,142,857 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,142,857 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.3%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 37 of 90 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
TD Capital Group Ltd.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
0
6 SHARED VOTING POWER
142,857 shares
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
142,857 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
142,857 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.4%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 38 of 90 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
The Toronto-Dominion Bank
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
0
6 SHARED VOTING POWER
142,857 shares
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
142,857 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
142,857 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.4%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 39 of 90 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Ellmore C. Patterson
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
0
6 SHARED VOTING POWER
7,142 shares
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
7,142 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,142 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.02%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 40 of 90 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Anne H. Patterson
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
0
6 SHARED VOTING POWER
5,714 shares
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
5,714 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,714 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.02%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 41 of 90 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Brandywine Trust Company, et al., Trustees U/A 5/4/56 FBO
Jane C. Beck
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
0
6 SHARED VOTING POWER
4,714 shares
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
4,714 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,714 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.01%
12 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 42 of 90 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Brandywine Trust Company, Trustee U/A 2/10/56 FBO Michael
E. Patterson
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
0
6 SHARED VOTING POWER
1,428 shares
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
1,428 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,428 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.004%
12 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 43 of 90 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Brandywine Trust Company, Trustee U/A 2/10/56 FBO Robert
E. Patterson
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
0
6 SHARED VOTING POWER
2,715 shares
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
2,715 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,715 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.008%
12 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 44 of 90 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Brandywine Trust Company, Trustee U/A 2/10/56 FBO
David C. Patterson
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
0
6 SHARED VOTING POWER
1,428 shares
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
1,428 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,428 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.004%
12 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 45 of 90 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Brandywine Trust Company, Trustee U/A 2/10/56 FBO Thomas
H.C. Patterson
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
0
6 SHARED VOTING POWER
1,428 shares
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
1,428 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,428 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.004%
12 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 46 of 90 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Brandywine Trust Company, Trustee U/A 12/15/95 FBO Eloise C.
Patterson
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
0
6 SHARED VOTING POWER
429 shares
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
429 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
429 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.001%
12 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 47 of 90 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Brandywine Trust Company, Trustee U/A 12/15/95 FBO David G.
Patterson
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
0
6 SHARED VOTING POWER
429 shares
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
429 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
429 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.001%
12 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 48 of 90 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Brandywine Trust Company, Trustee U/A 12/15/95 FBO
Daphne D. Patterson
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
0
6 SHARED VOTING POWER
429 shares
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
429 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
429 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.001%
12 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 49 of 90 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Michael E. Patterson & Elena C. Patterson, Trustees U/A 9/6/90
FBO Anne H. Patterson
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
0
6 SHARED VOTING POWER
429 shares
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
429 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
429 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.001%
12 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 50 of 90 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Michael E. Patterson & Elena C. Patterson, Trustees U/A 9/6/90
FBO Elena A. Patterson
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
0
6 SHARED VOTING POWER
429 shares
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
429 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
429 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.001%
12 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 51 of 90 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Michael E. Patterson & Elena C. Patterson,
Trustees U/A 3/12/92 FBO Michael E. Patterson, Jr.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY 5 SOLE VOTING POWER
EACH REPORTING PERSON WITH
0
6 SHARED VOTING POWER
429 shares
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
429 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
429 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.001%
12 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 52 of 90 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Kaplan, Choate Management Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
0
6 SHARED VOTING POWER
27,143 shares
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
27,143 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,143 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.08%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 53 of 90 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
UMB Bank, Trustee of the Brobeck, Phleger & Harrison Retirement
Savings Plan for the benefit of Gari L. Cheever
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
0
6 SHARED VOTING POWER
3,068 shares
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
3,068 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,068 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.009%
12 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 54 of 90 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
John A. Beletic
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
7,669 shares
6 SHARED VOTING POWER
0
7 SOLE DISPOSITIVE POWER
7,669 shares
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,669 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.02%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 55 of 90 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
John D. Beletic
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
531,871 shares
6 SHARED VOTING POWER
3,534 shares
7 SOLE DISPOSITIVE POWER
531,871 shares
8 SHARED DISPOSITIVE POWER
3,534 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
535,405 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.6%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 56 of 90 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Roger Linquist
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
1,525,000 shares
6 SHARED VOTING POWER
0
7 SOLE DISPOSITIVE POWER
1,525,000 shares
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,525,000 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.5%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 57 of 90 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
John D. Beletic as Custodian for Allison C. Beletic
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
0
6 SHARED VOTING POWER
3,534 shares
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
3,534 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,534 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.01%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 58 of 90 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Walter F. Loeb
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
6,135 shares
6 SHARED VOTING POWER
0
7 SOLE DISPOSITIVE POWER
6,135 shares
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,135 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.02%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 59 of 90 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Vick T. Cox
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
42,901 shares
6 SHARED VOTING POWER
0
7 SOLE DISPOSITIVE POWER
42,901 shares
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
42,901 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 60 of 90 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Frances W. Hopkins
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
75,817 shares
6 SHARED VOTING POWER
0
7 SOLE DISPOSITIVE POWER
75,817 shares
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
75,817 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.2%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 61 of 90 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Sandra D. Neal
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
90,567 shares
6 SHARED VOTING POWER
0
7 SOLE DISPOSITIVE POWER
90,567 shares
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
90,567 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.3%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 62 of 90 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Richard S. Nelson
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
70,901 shares
6 SHARED VOTING POWER
0
7 SOLE DISPOSITIVE POWER
70,901 shares
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
70,901 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.2%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 63 of 90 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Mary Jo Hernandez Sabeti
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
35,318 shares
6 SHARED VOTING POWER
0
7 SOLE DISPOSITIVE POWER
35,318 shares
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,318 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 64 of 90 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Gari L. Cheever
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
1,534 shares
6 SHARED VOTING POWER
3,068 shares
7 SOLE DISPOSITIVE POWER
1,534 shares
8 SHARED DISPOSITIVE POWER
3,068 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,602 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.01%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 65 of 90 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
G. Clay Myers
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
73,986 shares
6 SHARED VOTING POWER
0
7 SOLE DISPOSITIVE POWER
73,986 shares
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
73,986 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.2%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 66 of 90 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Kenneth L. Hilton
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
83,583 shares
6 SHARED VOTING POWER
0
7 SOLE DISPOSITIVE POWER
83,583 shares
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
83,583 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.2%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 67 of 90 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Douglas S. Glen
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
89,749 shares
6 SHARED VOTING POWER
0
7 SOLE DISPOSITIVE POWER
89,749 shares
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
89,749 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.3%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 68 of 90 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Carol W. Dickson
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
5,000 shares
6 SHARED VOTING POWER
0
7 SOLE DISPOSITIVE POWER
5,000 shares
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,000 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.02%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 69 of 90 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Lawrence H. Wecsler
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
61,166 shares
6 SHARED VOTING POWER
0
7 SOLE DISPOSITIVE POWER
61,166 shares
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
61,166 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.2%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 70 of 90 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Douglas H. Kramp
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
74,082 shares
6 SHARED VOTING POWER
0
7 SOLE DISPOSITIVE POWER
74,082 shares
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
74,082 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.2%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 71 of 90 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Paul L. Turner
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
38,832 shares
6 SHARED VOTING POWER
0
7 SOLE DISPOSITIVE POWER
38,832 shares
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
38,832 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 72 of 90 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Jack D. Hanson
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
31,331 shares
6 SHARED VOTING POWER
0
7 SOLE DISPOSITIVE POWER
31,331 shares
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,331 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 73 of 90 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Thomas C. Keys
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
21,016 shares
6 SHARED VOTING POWER
0
7 SOLE DISPOSITIVE POWER
21,016 shares
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,016 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 74 of 90 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Todd A. Bergwall
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
14,999 shares
6 SHARED VOTING POWER
0
7 SOLE DISPOSITIVE POWER
14,999 shares
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,999 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.04%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69553J104 13G Page 75 of 90 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Cezary Pasiuk
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH
1,428 shares
6 SHARED VOTING POWER
0
7 SOLE DISPOSITIVE POWER
1,428 shares
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,428 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.004%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1(a). Name of Issuer.
PageMart Wireless, Inc. (the "Company")
Item 1(b). Address of Issuer's Principal Executive Offices.
3333 Lee Parkway
Suite 100
Dallas TX 75219
Item 2(a). Name of Person Filing.
This statement is filed on behalf of the persons identified in Item 4 and
Item 5 below. In accordance with Rule 13d-1(f)(1) under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), each person filing this statement
acknowledges that it is responsible for the completeness and accuracy of the
information concerning that person but is not responsible for the completeness
or accuracy of the information concerning the other persons making the filing,
unless such person knows or has reason to believe that such information is
inaccurate.
Item 2(b). Address of Principal Business Office or, if None, Residence.
The business address for Morgan Stanley, Dean Witter, Discover & Co. is
1585 Broadway, New York, NY 10036. The business address of each of The Morgan
Stanley Leveraged Equity Fund II, L.P. ("MSLEF II"), Morgan Stanley Leveraged
Equity Fund II, Inc., Morgan Stanley Capital Partners III, L.P., MSCP III, L.P.,
Morgan Stanley Capital Partners III, Inc., Morgan Stanley Capital Investors,
L.P., MSCP III 892 Investors, L.P., Morgan Stanley Venture Capital Fund II,
L.P., Morgan Stanley Venture Partners II, L.P., Morgan Stanley Venture Capital
II, Inc., Morgan Stanley Venture Capital Fund, L.P., Morgan Stanley Venture
Partners L.P., Morgan Stanley Venture Capital Inc., Morgan Stanley Venture
Capital Fund II, C.V. and Morgan Stanley Venture Investors L.P. is 1221 Avenue
of the Americas, New York, New York 10020-001.
The business address of First Plaza Group Trust is c/o Mellon Bank, N.A.,
One Mellon Bank Center, Pittsburgh, PA 15258-0001. The business address of
General Motors Investment Management Corporation is 767 Fifth Avenue, New York,
NY 10153.
The business address of each of Accel Telecom L.P., Accel Investors '89
L.P., Accel III L.P., Accel III Associates L.P., Accel Telecom Associates L.P.,
Swartz Family Partnership, L.P., Messrs. Arthur C. Patterson, James R. Swartz,
Paul H. Klingenstein, James W. Breyer, Donald A. Gooding and G. Carter Sednaoui
is One Palmer Square, Princeton, NJ 08542.
The business address for Leadership Investments Ltd. is CITCO Building,
Wickhams Cay, P.O. Box 662, Road Town, Tortola, British Virgin Islands.
The business address for Empresas la Moderna, S.A. de C.V. is Ave.
Francisco I. Madero, No. 2750 Poniente, Monterrey, N.L. 64000 Mexico.
The business address for Seguros Comercial America, S.A. de C.V. is
Batallon de San Patricio No. 111, Torre Comercial America Col Valle Oriente,
San Pedro Garza Garcia, Nuevo Leon, 66269 Mexico.
The business address for each of Conjunto Administrativo Integral, S.A. de
C.V. and Alfonso Romo Garzo is Venceia 835-5, Col. Mitras Sun., Monterrey, N.L.
64090 Mexico.
The business address for each of The Toronto-Dominion Bank and TD Capital
Group Ltd. is Ernst & Young Tower, P.O. Box 1, Toronto Dominion Centre, Toronto,
Ontario, M5K 1A2, Canada.
The business address of each of Ellmore C. Patterson, Anne H. Patterson,
Brandywine Trust Company, et. al, Trustees U/A 5/4/56 FBO Jane C. Beck,
Brandywine Trust Company, Trustee U/A 2/10/56 FBO Michael E. Patterson,
Brandywine Trust Company, Trustee U/A 2/10/56 FBO Robert E. Patterson,
Brandywine Trust Company, Trustee U/A 2/10/56 David C. Patterson, Brandywine
Trust Company, Trustee U/A 2/10/56 FBO Thomas H.C. Patterson, Brandywine Trust
Company, Trustee U/A 12/15/95 FBO Eloise C. Patterson, Brandywine Trust Company,
Trustee U/A 12/15/95 FBO David G. Patterson, Brandywine Trust Company, Trustee
U/A 12/15/95 FBO Daphne D. Patterson, Michael E. Patterson & Elena C. Patterson,
Trustees U/A 9/6/90 FBO Anne H. Patterson, Michael E. Patterson & Elena C.
Patterson, Trustees U/A 9/6/90 FBO Elena A. Patterson, Michael E. Patterson &
Elena C. Patterson, Trustees U/A 3/12/92 FBO Michael E. Patterson, Jr., Cesary
Pasiuk and Kaplan, Choate Management Inc. is c/o Kaplan Choate & Co., 880 Third
Avenue, New York, NY 10022.
The business address of UMB Bank, Trustee of the Brobeck, Phleger &
Harrison Retirement Savings Plan for the benefit of Gari L. Cheever is 1010
Grand, P.O. Box 419226, Kansas City, MO 64141-6226.
The business address of each of John A. Beletic, John D. Beletic, John D.
Beletic as Custodian for Allison C. Beletic, Vick T. Cox, Frances W. Hopkins,
Sandra D. Neal, Richard S. Nelson, Mary Jo Hernandez Sabeti, Gari L. Cheever, G.
Clay Myers, Douglas S. Glen, Lawrence H. Wecsler, Douglas H. Kramp, Paul L.
Turner, Jack D. Hanson, Thomas C. Keys and Todd A. Bergwall is 3333 Lee Parkway,
Suite 100, Dallas, Texas 75219.
The business address for Carol W. Dickson is Brinks Home Security, 8880
Esters Blvd., Irving, TX 75063. The business address for Walter F. Loeb is Loeb
Associates Inc., P.O. Box 1155, New York, NY 10018. The business address for
Roger Linquist is General Wireless, Inc., 8144 Walnut Hill Lane, Suite 600,
Dallas, TX 75231. The business address for Kenneth L. Hilton is Excel
Communications, Inc., 8750 North Central Expressway, Suite 2000, Dallas, TX
75231.
Item 2(c). Citizenship.
Each of the persons filing this statement is a United States citizen, a
corporation or limited partnership organized under the laws of a state of the
United States or a trust created or governed under the laws of a state of the
United States, except as noted below.
Morgan Stanley Venture Capital Fund II, C.V. is a commanditaire
venootschaap (i.e. a limited partnership) organized under the laws of
Netherlands Antilles.
Each of The Toronto-Dominion Bank and TD Capital Group Ltd. is a
corporation organized under the Canadian laws. Leadership Investments Ltd. is
incorporated under the laws of the British Virgin Islands. Empresas La Moderna,
S.A. de C.V., Seguros Comercial America, S.A. de C.V., and Conjunto
Administrativo Integral, S.A. de C.V. are incorporated under the laws of the
United Mexican States. The citizenship of Mr. Alfonso Romo Garza is United
Mexican States.
Item 2(d). Title of Class of Securities.
This statement relates to the Company's Class A Convertible Common Stock,
par value $0.0001 per share (the "Class A Common Stock").
Item 2(e). CUSIP Number.
69553J104
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check
whether the person filing is a:
(a) |_| Broker or dealer registered under Section 15 of the Act,
(b) |_| Bank as defined in Section 3(a)(6) of the Act,
(c) |_| Insurance Company as defined in Section 3(a)(19) of the Act,
(d) |_| Investment Company registered under Section 8 of the
Investment Company Act,
(e) |_| Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940,
(f) |_| Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of
1974 or Endowment Fund; see Section 240.13d-1(b)(1)(ii)(F),
(g) |_| Parent Holding Company, in accordance with Section 240.13d-1(b)
(1)(ii)(G) (Note: See Item 7),
(h) |_| Group, in accordance with Section 240.13d-1(b)(1)(ii)(H).
Item 4. Ownership.
(a), (b) and (c)
Certain stockholders of the Company and the Company are parties to the
Amended and Restated Agreement Among Certain Stockholders dated as of May 10,
1996 (the "Stockholders Agreement"). Certain of the parties to the Stockholders
Agreement and certain of their affiliates are filing this Schedule 13G jointly.
Some of the shares of the Company's Class A Common Stock covered by this
statement are subject to the Stockholders Agreement, which contains provisions
regarding, among other things, restrictions on voting of the Company's Class A
Common Stock and certain agreements as to sales or other dispositions of Class A
Common Stock.
Certain provisions of the Stockholders Agreement, such as the restrictions
on transferability, have lapsed since the date on which the Schedule 13G was
filed. The voting agreement provisions of the Stockholders Agreement (the
"Voting Agreement"), however, remain in effect. As a result, only those
stockholders who are party to the Voting Agreement (the "Voting Parties"), and
certain of their affiliates, may be deemed to be members of a "group" for the
purposes of Sections 13(d) or 13(g) of the Exchange Act. For a list of those
stockholders who are no longer deemed to be members of that "group", see Item 5.
The filing of this statement should not be construed as an admission by any
person that such person is, for purposes of Section 13(d) or 13(g) of the
Exchange Act, the beneficial owner of any securities covered by this statement,
other than the securities set forth opposite such person's name in the table
below. The table below indicates beneficial ownership of Class A Common Stock as
of December 31, 1997:
Beneficial
Ownership
at 12/31/97 % at
(shares) 12/31/97(1)
-------- -----------
The Morgan Stanley Leveraged Equity Fund II, L.P. ...... 8,476,518 24.8
Morgan Stanley Leveraged Equity Fund II, Inc.(2) ....... 8,476,518 24.8
Morgan Stanley, Dean Witter, Discover & Co.(3) .........16,991,140 49.8
Morgan Stanley Capital Partners III, L.P. .............. 5,072,672 14.9
MSCP III, L.P.(2) ...................................... 5,334,780 15.6
Morgan Stanley Capital Partners III, Inc.(2) ........... 5,334,780 15.6
Morgan Stanley Capital Investors, L.P. ................. 172,569 0.5
MSCP III 892 Investors, L.P. ........................... 89,539 0.3
Morgan Stanley Venture Capital Fund II, L.P. ........... 372,662 1.1
Morgan Stanley Venture Partners, II, L.P.(2) ........... 580,611 1.7
Morgan Stanley Venture Capital II, Inc.(2) ............. 580,611 1.7
Morgan Stanley Venture Capital Fund, L.P. .............. 2,154,071 6.3
Morgan Stanley Venture Partners L.P.(2) ................ 2,154,071 6.3
Morgan Stanley Venture Capital Inc.(2) ................. 2,154,071 6.3
Morgan Stanley Venture Capital Fund II, C.V ............ 100,826 0.3
Morgan Stanley Venture Investors, L.P. ................. 107,123 0.3
Accel Telecom L.P. ..................................... 1,542,300 4.5
Accel Investors '89 L.P. ............................... 91,500 0.3
Accel III L.P. ......................................... 1,416,200 4.2
Accel III Associates L.P.(4) ........................... 1,416,200 4.2
Accel Telecom Associates L.P.(4) ....................... 1,542,300 4.5
Arthur C. Patterson(4) ................................. 3,050,000 8.9
James R. Swartz(4) ..................................... 3,050,000 8.9
Swartz Family Partnership(4) ........................... 2,958,500 8.7
Paul H. Klingenstein(4) ................................ 1,507,700 4.4
James W. Breyer(4) ..................................... 2,958,500 8.7
Donald A. Gooding(4) ................................... 1,416,200 4.2
G. Carter Sednaoui(4) .................................. 1,416,200 4.2
Conjunto Administrativo Integral, S.A. de C.V.(5)....... 1,285,715 3.8
Empresas La Moderna, S.A. de C.V.(6) ................... 857,142 2.5
Alfonso Romo Garza(7) .................................. 2,142,857 6.3
TD Capital Group Ltd. .................................. 142,857 0.4
The Toronto-Dominion Bank(8) ........................... 142,857 0.4
Ellmore C. Patterson ................................... 7,142 0.02
Anne H. Patterson ...................................... 5,714 0.02
Brandywine Trust Company, et. al, Trustees
u/a 5/4/56 FBO Jane C. Beck ......................... 4,714 0.01
Brandywine Trust Company, Trustee u/a 2/10/56
FBO Michael E. Patterson ............................ 1,428 0.004
Brandywine Trust Company, Trustee u/a 2/10/56
FBO Robert E. Patterson ............................. 2,715 0.008
Brandywine Trust Company, Trustee u/a 2/10/56
FBO David C. Patterson .............................. 1,428 0.004
Brandywine Trust Company, Trustee u/a 2/10/56
FBO Thomas H.C. Patterson ........................... 1,428 0.004
Brandywine Trust Company, Trustee u/a 12/15/95
FBO Eloise C. Patterson ............................. 429 0.001
Brandywine Trust Company, Trustee u/a 12/15/95
FBO David G. Patterson .............................. 429 0.001
Brandywine Trust Company, Trustee u/a 12/15/95
FBO Daphne D. Patterson ............................. 429 0.001
Michael E. Patterson & Elena C. Patterson,
Trustees u/a 9/6/90 FBO Anne H. Patterson ........... 429 0.001
Michael E. Patterson & Elena C. Patterson,
Trustees u/a 9/6/90 FBO Elena A. Patterson .......... 429 0.001
Michael E. Patterson & Elena C. Patterson,
Trustees u/a 3/12/92 FBO Michael E. Patterson, Jr. .. 429 0.001
Kaplan, Choate Management Inc.(9) ..................... 27,143 0.08
John D. Beletic ........................................ 535,405 1.6
(1) Based on 34,115,157 shares of Class A Common Stock outstanding as of
December 31, 1997 as reported to the Reporting Parties herein by the
Company.
(2) The sole general partner of MSLEF II is Morgan Stanley Leveraged Equity
Fund II, Inc., a wholly-owned subsidiary of Morgan Stanley, Dean Witter,
Discover & Co. ("MSDWD"). The general partner of each of Morgan Stanley
Capital Partners III, L.P., Morgan Stanley Capital Investors, L.P. and MSCP
III 892 Investors, L.P. is MSCP III, L.P. The general partner of MSCP III,
L.P. is Morgan Stanley Capital Partners III, Inc., also a wholly-owned
subsidiary of MSDWD.
The general partner of each of Morgan Stanley Venture Capital Fund II,
L.P., Morgan Stanley Venture Capital Fund II, C.V. and Morgan Stanley
Venture Investors, L.P. is Morgan Stanley Venture Partners II, L.P. The
managing general partner of Morgan Stanley Venture Partners II, L.P. is
Morgan Stanley Venture Capital II, Inc., a wholly-owned subsidiary of
MSDWD.
The general partner of Morgan Stanley Venture Capital Fund, L.P. is Morgan
Stanley Venture Partners, L.P. The managing general partner of Morgan
Stanley Venture Capital Fund, L.P. is Morgan Stanley Venture Capital Inc.,
a wholly-owned subsidiary of MSDWD.
(3) Includes shares of Class A Common Stock beneficially owned by The Morgan
Stanley Leveraged Equity Fund II, L.P., Morgan Stanley Capital Partners
III, L.P., Morgan Stanley Capital Investors, L.P., MSCP III 892 Investors,
L.P., Morgan Stanley Venture Capital Fund II, L.P., Morgan Stanley Venture
Capital Fund, L.P., Morgan Stanley Venture Capital Fund II, C.V., Morgan
Stanley Venture Investors, L.P. (all such shares are subject to the
Stockholders Agreement) and Morgan Stanley & Co. Incorporated (which shares
are not subject to the Stockholders Agreement). MSDWD may be deemed to have
shared voting and dispositive power with respect to any shares of Class A
Common Stock beneficially held by each of the entities listed in the
preceding sentence. MSDWD is the successor to Morgan Stanley Group Inc. and
is the result of the merger on May 30, 1997 of Morgan Stanley Group
Inc. and Dean Witter, Discover & Co.
(4) The general partner of Accel Telecom L.P. is Accel Telecom Associates, L.P.
The general partner of Accel III L.P. is Accel III Associates L.P. In
addition, the general partners of Accel Telecom Associates L.P. are Messrs.
Arthur C. Patterson, James R. Swartz, James W. Breyer and Swartz Family
Partnership L.P. The general partners of Accel III Associates L.P. are
Messrs. Arthur C. Patterson, James R. Swartz, James W. Breyer, Paul H.
Klingenstein, Donald A. Gooding, G. Carter Sednaoui and Swartz Family
Partnership L.P. The general partners of Accel Investors '89 L.P. are
Messrs. Arthur C. Patterson, James R. Swartz and Paul H.
Klingenstein.
(5) On March 24, 1997, Leadership Investments Ltd. transferred its 1,285,715
shares of Class A Common Stock of the Company to Conjunto Administrativo
Integral, S.A. de C.V.
(6) On December 26, 1997, Seguros Comercial America, S.A. de C.V. transferred
its 428,571 shares of Class A Common Stock of the Company to Empresas La
Moderna, S.A. de C.V.
(7) Mr. Alfonso Romo Garza is the controlling shareholder of each of Leadership
Investments Ltd., Empresas la Moderna, S.A. de C.V., Seguros Commercial
America, S.A. de C.V. and Conjunto Administrativo Integral, S.A. de C.V.
(8) TD Capital Group Ltd. is wholly owned by The Toronto-Dominion Bank.
(9) Kaplan, Choate Management Inc. serves as the investment manager for each of
Ellmore C. Patterson, Anne H. Patterson, Brandywine Trust Company, et. al,
Trustees U/A 5/4/56 FBO Jane C. Beck, Brandywine Trust Company, Trustee U/A
2/10/56 FBO Michael E. Patterson, Brandywine Trust Company, Trustee U/A
2/10/56 FBO Robert E. Patterson, Brandywine Trust Company, Trustee U/A
2/10/56 FBO David C. Patterson, Brandywine Trust Company, Trustee U/A
2/10/56 FBO Thomas H.C. Patterson, Brandywine Trust Company, Trustee U/A
12/15/95 FBO Eloise C. Patterson, Brandywine Trust Company, Trustee U/A
12/15/95 FBO David G. Patterson, Brandywine Trust Company, Trustee U/A
12/15/95 FBO Daphne D. Patterson, Michael E. Patterson & Elena C.
Patterson, Trustees U/A 9/6/90 FBO Anne H. Patterson, Michael E. Patterson
& Elena C. Patterson, Trustees U/A 9/6/90 FBO Elena A. Patterson, and
Michael E. Patterson & Elena C. Patterson, Trustees U/A 3/12/92 FBO Michael
E. Patterson, Jr. Beneficial ownership by Kaplan, Choate Management Inc. is
disclaimed.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following. |X|
As described in Item 4 above, the following stockholders are no longer deemed to
be members of a "group" for the purposes of Section 13 of the Exchange Act:
Beneficial
Ownership
at 12/31/97 % at
(shares) 12/31/97(1)
---------- -----------
First Plaza Group Trust ............................... 3,214,286 9.4
General Motors Investment Management Corporation(2) ... 3,214,286 9.4
UMB Bank, Trustee of the Brobeck,
Phleger & Harrison Retirement Savings
Plan for the benefit of Gari L. Cheever(1) ........ 3,068 0.009
Roger Linquist ........................................ 1,525,000 4.5
John A. Beletic ....................................... 7,669 0.02
John D. Beletic as Custodian for
Allison C. Beletic ................................. 3,534 0.01
Walter F. Loeb ........................................ 6,135 0.02
Vick T. Cox ........................................... 42,901 0.1
Frances W. Hopkins .................................... 75,817 0.2
Sandra D. Neal ........................................ 90,567 0.3
Richard S. Nelson ..................................... 70,901 0.2
Mary Jo Hernandez Sabeti ............................. 35,318 0.1
Gari L. Cheever ....................................... 3,068 0.01
G. Clay Myers ......................................... 73,986 0.2
Kenneth L. Hilton ..................................... 83,583 0.2
Homer L. Huddleston(3) ................................ 44,416 0.1
Douglas S. Glen ....................................... 89,749 0.3
Carol W. Dickson ...................................... 5,000 0.02
Lawrence H. Wecsler ................................... 61,166 0.2
Douglas H. Kramp ...................................... 74,082 0.2
Paul L. Turner ........................................ 38,832 0.1
Jack D. Hanson ........................................ 31,331 0.1
Thomas C. Keys ........................................ 21,016 0.1
Todd A. Bergwall ...................................... 14,999 0.04
Cezary Pasiuk ......................................... 1,428 0.004
(1) UMB Bank is the Trustee of the Brobeck, Phleger & Harrison Retirement
Savings Plan for the benefit of Gari L. Cheever. Because of the Trustee's
limited role, beneficial ownership by the Trustee is disclaimed.
(2) Mellon Bank, N.A., acts as the trustee (the "Trustee") for First Plaza
Group Trust, a trust under and for the benefit of certain employee benefit
plans of General Motors Corporation and its subsidiaries. The 3,214,286
shares of Class A Common Stock held by the Trustee may be deemed to be
beneficially owned by General Motors Investment Management Corporation
("GMIMCo"), a wholly-owned subsidiary of General Motors Corporation.
GMIMCo is serving as First Plaza Group Trust's investment manager with
respect to the 3,214,286 shares of Class A Common Stock held by the
Trustee and in that capacity has sole power to direct the Trustee as to
voting and disposition of such shares. Because of the Trustee's limited
role, beneficial ownership by the Trustee is disclaimed.
(3) Homer Huddleston passed away in January 1998.
Although Seguros Comercial America, S.A. de C.V. is a Voting Party, it is
no longer a stockholder of the Company, having transferred its 428,571 shares to
Empresas La Moderna, S.A. de C.V. on December 26, 1997.
Although Leadership Investments Ltd. is a Voting Party, it is no longer
a stockholder of the Company, having transferred its 1,285,715 shares to
Conjunto Administrativo Integral, S.A. de C.V. on March 24, 1997.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
See Exhibit 1.
Item 9. Notice of Dissolution of Group.
See Item 5.
Item 10. Certification.
Not applicable.
<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.
Date: February 17, 1998
MORGAN STANLEY, DEAN WITTER, DISCOVER & CO.
THE MORGAN STANLEY LEVERAGED EQUITY FUND II,
L.P.
MORGAN STANLEY LEVERAGED EQUITY FUND II, INC.
MORGAN STANLEY CAPITAL PARTNERS III, L.P.
MSCP III, L.P.
MORGAN STANLEY CAPITAL PARTNERS III, INC.
MORGAN STANLEY CAPITAL INVESTORS, L.P.
MSCP III 892 INVESTORS, L.P.
MORGAN STANLEY VENTURE CAPITAL FUND II, L.P.
MORGAN STANLEY VENTURE PARTNERS II, L.P.
MORGAN STANLEY VENTURE CAPITAL II, INC.
MORGAN STANLEY VENTURE CAPITAL FUND, L.P.
MORGAN STANLEY VENTURE PARTNERS L.P.
MORGAN STANLEY VENTURE CAPITAL INC.
MORGAN STANLEY VENTURE CAPITAL FUND II, C.V.
MORGAN STANLEY VENTURE INVESTORS, L.P.
FIRST PLAZA GROUP TRUST
GENERAL MOTORS INVESTMENT MANAGEMENT
CORPORATION
ACCEL TELECOM L.P.
ACCEL INVESTORS '89 L.P.
ACCEL III L.P.
ACCEL III ASSOCIATES L.P.
ACCEL TELECOM ASSOCIATES L.P.
ARTHUR C. PATTERSON
JAMES R. SWARTZ
SWARTZ FAMILY PARTNERSHIP
PAUL H. KLINGENSTEIN
JAMES W. BREYER
DONALD A. GOODING
G. CARTER SEDNAOUI
LEADERSHIP INVESTMENTS LTD.
CONJUNTO ADMINISTRATIVO INTEGRAL, S.A. DE C.V.
EMPRESAS LA MODERNA, S.A. DE C.V.
SEGUROS COMERCIAL AMERICA, S.A. DE C.V.
ALFONSO ROMO GARZA
TD CAPITAL GROUP LTD.
THE TORONTO-DOMINION BANK
ELLMORE C. PATTERSON
ANNE H. PATTERSON
CEZARY PASIUK
BRANDYWINE TRUST COMPANY, ET. AL,
TRUSTEES U/A 5/4/56 FBO JANE C. BECK
BRANDYWINE TRUST COMPANY, TRUSTEE U/A
2/10/56 FBO MICHAEL E. PATTERSON
BRANDYWINE TRUST COMPANY, TRUSTEE U/A
2/10/56 FBO ROBERT E. PATTERSON
BRANDYWINE TRUST COMPANY, TRUSTEE U/A
2/10/56 FBO DAVID C. PATTERSON
BRANDYWINE TRUST COMPANY, TRUSTEE U/A
2/10/56 FBO THOMAS H.C. PATTERSON
BRANDYWINE TRUST COMPANY, TRUSTEE U/A
12/15/95 FBO ELOISE C. PATTERSON
BRANDYWINE TRUST COMPANY, TRUSTEE U/A
12/15/95 FBO DAVID G. PATTERSON
BRANDYWINE TRUST COMPANY, TRUSTEE U/A
12/15/95 FBO DAPHNE D. PATTERSON
MICHAEL E. PATTERSON & ELENA C.
PATTERSON, TRUSTEES U/A 9/6/90 FBO
ANNE H. PATTERSON
MICHAEL E. PATTERSON & ELENA C.
PATTERSON, TRUSTEES U/A 9/6/90 FBO
ELENA A. PATTERSON
MICHAEL E. PATTERSON & ELENA C.
PATTERSON, TRUSTEES U/A 3/12/92
FBO MICHAEL E. PATTERSON, JR.
KAPLAN, CHOATE MANAGEMENT, INC.
UMB BANK, TRUSTEE OF THE BROBECK,
PHLEGER & HARRISON RETIREMENT
SAVINGS PLAN FOR THE BENEFIT OF GARI L.
CHEEVER
Roger Linquist
John A. Beletic
John D. Beletic
John D. Beletic as Custodian for Allison C.
Beletic
Walter F. Loeb
Vick T. Cox
Frances W. Hopkins
Sandra D. Neal
Richard S. Nelson
Mary Jo Hernandez Sabeti
Gari L. Cheever
G. Clay Myers
Kenneth L. Hilton
Homer L. Huddleston
Douglas S. Glen
Carol W. Dickson
Lawrence H. Wecsler
Douglas H. Kramp
Paul L. Turner
Jack D. Hanson
Thomas C. Keys
Todd A. Bergwall
By: /s/ Peter Vogelsang
-------------------------------------
Name: Peter Vogelsang
Title: Power of Attorney*
Attention. Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001).
- ----------------
* The grant of Power of Attorney to Peter Vogelsang is incorporated herein by
reference to Schedule 13G filed by the Reporting Persons on February 14, 1997.
See Exhibits 2, 3 and 4 thereto. A Power of Attorney for Conjunto Administrativo
Integral, S.A. de C.V. is filed herewith as Exhibit 2.
<PAGE>
Exhibit Index
Exhibit 1 - Group Members......................................................
Exhibit 2 - Power of Attorney of Conjunto Administrativo Integral, S.A., C.V...
EXHIBIT 1
Pursuant to Item 8 and subject to the information set forth in Items 4 and
5, the members of the group that have filed this Schedule 13G pursuant to Rule
13d-1(c) are:
(1) The Morgan Stanley Leveraged Equity Fund II L.P.
(2) Morgan Stanley Leveraged Equity Fund II, Inc.
(3) Morgan Stanley, Dean Witter, Discover & Co.
(4) Morgan Stanley Capital Partners III, L.P.
(5) MSCP III, L.P.
(6) Morgan Stanley Capital Partners III, Inc.
(7) Morgan Stanley Capital Investors, L.P.
(8) MSCP III 892 Investors, L.P.
(9) Morgan Stanley Venture Capital Fund II, L.P.
(10) Morgan Stanley Venture Partners II, L.P.
(11) Morgan Stanley Venture Capital II, Inc.
(12) Morgan Stanley Venture Capital Fund, L.P.
(13) Morgan Stanley Venture Partners L.P.
(14) Morgan Stanley Venture Capital Inc.
(15) Morgan Stanley Venture Capital Fund II, C.V.
(16) Morgan Stanley Venture Investors, L.P.
(17) First Plaza Group Trust
(18) General Motors Investment Management Corporation
(19) Accel Telecom L.P.
(20) Accel Investors '89 L.P.
(21) Accel III L.P.
(22) Accel III Associates L.P.
(23) Accel Telecom Associates L.P.
(24) Arthur C. Patterson
(25) James R. Swartz
(26) Swartz Family Partnership
(27) Paul H. Klingenstein
(28) James W. Breyer
(29) Donald A. Gooding
(30) G. Carter Sednaoui
(31) BT Investment Partners, Inc.
(32) Leadership Investments Ltd.
(33) Conjunto Administrativo Integral, S.A. de C.V.
(34) Empresas La Moderna, S.A. de C.V.
(35) Seguros Comercial America, S.A. de C.V.
(36) Alfonso Romo Garza
(37) TD Capital Group Ltd.
(38) The Toronto-Dominion Bank
(39) Ellmore C. Patterson
(40) Anne H. Patterson
(41) Cezary Pasiuk
(42) Brandywine Trust Company, et al., Trustees U/A 5/4/56 FBO
Jane C. Beck
(43) Brandywine Trust Company, Trustee U/A 2/10/56 FBO Michael E.
Patterson
(44) Brandywine Trust Company, Trustee U/A 2/10/56 FBO Robert E.
Patterson
(45) Brandywine Trust Company, Trustee U/A 2/10/56 FBO David C.
Patterson
(46) Brandywine Trust Company, Trustee U/A 2/10/56 FBO Thomas H.C.
Patterson
(47) Brandywine Trust Company, Trustee U/A 12/15/95 FBO Eloise C.
Patterson
(48) Brandywine Trust Company, Trustee U/A 12/15/95 FBO David G.
Patterson
(49) Brandywine Trust Company, Trustee U/A 12/15/95 FBO Daphne D.
Patterson
(50) Michael E. Patterson & Elena C. Patterson, Trustees U/A 9/6/90
FBO Anne H. Patterson
(51) Michael E. Patterson & Elena C. Patterson, Trustees U/A 9/6/90
FBO Elena A. Patterson
(52) Michael E. Patterson & Elena C. Patterson, Trustees U/A 3/12/92
FBO Michael E. Patterson, Jr.
(53) Kaplan, Choate Management Inc.
(54) John D. Beletic
Power of Attorney
THE UNDERSIGNED hereby appoints each of Leigh J. Abramson, Vice President,
Morgan Stanley & Co. Incorporated, Peter Vogelsang, Principal, Morgan Stanley &
Co. Incorporated, and Ulrika Ekman, associate of Davis Polk & Wardwell, acting
jointly or individually with full power of substitution in the premises as the
attorney in fact of the undersigned to prepare, execute and file with the
Securities and Exchange Commission on behalf of the undersigned a Statement on
Schedule 13G relating to the Class A common stock of PageMart Wireless, Inc.,
or, to the extent required by law, in lieu of such Statement on Schedule 13G, a
Statement on Schedule 13D, and any amendments thereto which any of the above
named attorneys in fact shall, in his or her sole discretion, deem appropriate,
provided that any such amendment shall be presented to the undersigned prior to
the filing thereof, and hereby confirms any and all action taken by any of such
attorneys pursuant to this Power of Attorney.
Dated: February 13, 1998
Conjunto Administrativo Integral, S.A. de C.V.
/s/ Alejandro F. Sanchez Mujica /s/ Carlos Gerardo Mahaud Mendez
-------------------------------- ---------------------------------
Lic. Alejandro F. Sanchez Mujica C.P. Carlos Gerardo Mahaud Mendez