UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _______)*
ARCH COMMUNICATIONS GROUP, INC.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
039381108
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(CUSIP Number)
Jessica Forbes, Esq.
Fried, Frank, Harris, Shriver & Jacobson
One New York Plaza
New York, New York 10004
(212) 859-8558
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
June 3, 1999
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box |_|.
NOTE: Schedules filed in paper format should include a signed original and
five copies of the schedule, including all exhibits. See ss. 240.13d-7(b)
for other parties to whom copies are to be sent.
*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 disclosures provided in a prior cover page.
The information required on the remainder of this cover 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).
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CUSIP No. 039381108 13D
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Whippoorwill Associates, Inc.
13-3595884
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(See Instructions) (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
OO; WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 24,437,849
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
10 SHARED DISPOSITIVE POWER
24,437,849
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,437,849
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES (See Instructions)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.9%
14 TYPE OF REPORTING PERSON (See Instructions)
IA, CO
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SCHEDULE 13D
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ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D (this "Statement") relates to
the Common Stock, par value $.01 per share (the "Common Stock"), of Arch
Communications Group, Inc., a Delaware corporation (the "Issuer"). The
principal executive offices of the Issuer are located at 1800 West Park
Drive, Suite 250, Westborough, MA 01581.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(f). Whippoorwill Associates, Inc. ("Whippoorwill") is a
Delaware corporation with its principal business address and principal
office located at 11 Martine Avenue, White Plains, New York 10606. The
principal business of Whippoorwill, which is registered with the Securities
and Exchange Commission (the "SEC") as an investment adviser, is to provide
discretionary investment advisory services. Whippoorwill acts as the
general partner and/or investment manager of limited partnerships and funds
which invest principally in securities of, and claims against, troubled
companies and as agent for other clients with respect to investments
principally in such securities and claims. All of the Common Stock that is
the subject of this Statement is owned by investment advisory clients of
Whippoorwill (the "Holders"). Pursuant to the rules promulgated under the
federal securities laws, Whippoorwill may be deemed to be the beneficial
owner of the Common Stock owned by the Holders because Whippoorwill has
discretionary authority with respect to the investments of, and acts as
agent for, the Holders. Whippoorwill disclaims any beneficial ownership of
the Common Stock to which this Statement relates, except to the extent of
Whippoorwill's pecuniary interest in securities of the Holders, if any.
Shelley F. Greenhaus is the President, a Director and a
Managing Director of Whippoorwill. Shelby S. Werner is Vice President, a
Director and a Managing Director of Whippoorwill. David A. Strumwasser is
General Counsel, a Director and a Managing Director of Whippoorwill. The
primary occupation of each of Mr. Greenhaus, Ms. Werner, and Mr.
Strumwasser is as set forth above in this paragraph. The business address
of each such person, each of whom is a United States citizen, is 11 Martine
Avenue, White Plains, New York 10606.
During the past five years, none of Whippoorwill, Mr.
Greenhaus, Ms. Werner, or Mr. Strumwasser has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors). During
the past five years, neither Whippoorwill nor any above named persons was a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Pursuant to the Third Amended Joint Plan of Reorganization in
the bankruptcy matter of In Re: MobileMedia Communications, Inc., et al.
(case No. 97-174) in the United States Bankruptcy Court for the District of
Delaware (the "Plan"), on June 3, 1999 unsecured creditors of MobileMedia
Communications, Inc. ("MobileMedia") and MobileMedia Corporation (the
Parent") acquired, in the aggregate, (i) 14,344,969 shares of Common Stock
(the "Plan Shares") and (ii) transferable rights to purchase 108,621,797
additional shares of Common Stock at $2.00 per share (the "Plan Rights") in
exchange for the discharge of approximately $459,000,000 of unsecured
non-priority claims against MobileMedia and the Parent. Pursuant to the
Plan, the Holders, in the aggregate, acquired 2,196,041 Plan Shares and
16,448,493 Plan Rights in exchange for the discharge of $73,220,000 worth
of such claims. A copy of the Plan is filed as Exhibit A hereto and
incorporated herein by reference.
Pursuant to a letter agreement dated August 18, 1998, (as
amended pursuant to letter agreements dated September 3, 1998, December 1,
1998, and February 8, 1999), among Whippoorwill (as agent for certain of
the Holders), the Issuer and MobileMedia (the "Standby Commitment Letter"),
Whippoorwill agreed, subject to a rights exercise commitment amount, to (i)
exercise all Plan Rights distributed to those Holders pursuant to the Plan
and (ii) purchase the Common Stock (or Class B Common Stock, par value $.01
per share of the Issuer (the "Class B Common Stock")) underlying certain
unexercised Plan Rights. A copy of the Standby Commitment Letter is filed
as Exhibit B hereto and incorporated herein by reference.
Pursuant to an Amendment to the Certificate of Incorporation of
the Issuer, approved on January 26, 1999 and filed on May 27, 1999 (the
"Charter Amendment"), a copy of which is filed as Exhibit C hereto and
incorporated herein by reference, the rights of the Class B Common Stock
are identical to the rights of the Common Stock except that holders of
Class B Common Stock are not entitled to vote in the election of directors
and are entitled to 1/100th of a vote per share on all other matters. Class
B Common Stock and Common Stock vote together as a single class, except as
otherwise required by law. Each share of Class B Common Stock held by the
Holders, upon transfer to any transferee other than a standby purchaser,
will be converted into one share of Common Stock without the payment of
additional consideration.
As consideration for the commitments of certain Holders under
the Standby Commitment Letter, the Issuer issued to those Holders warrants
to purchase up to 1,319,713 additional shares of Common Stock or Class B
Common Stock (the "Participation Warrants"), in accordance with the terms
of a warrant certificate (the "Warrant Certificate"). A copy of a form of
Warrant Certificate is filed as Exhibit D hereto and incorporated herein by
reference. In addition, one of the Holders purchased for $30,000 Plan
Rights entitling it to purchase an additional 1,500,000 shares of Common
Stock or Class B Common Stock. Such Plan Rights were acquired using the
working capital funds of the Holder.
Effective upon consummation of the Plan, Whippoorwill exercised
all Plan Rights held by the Holders for $41,844,190, in the aggregate,
using the working capital of the Holders.
As a result of the foregoing transactions, the Holders
acquired, in the aggregate, 18,810,134 shares of Common Stock, 4,308,002
shares of Class B Common Stock, and Participation Warrants to purchase
1,319,713 shares of Common Stock or Class B Common Stock.
None of the Common Stock or Class B Common Stock beneficially
owned by the Holders was acquired with borrowed funds.
ITEM 4. PURPOSE OF TRANSACTION.
Whippoorwill acquired beneficial ownership of the shares of
Common Stock to which this Statement relates pursuant to the Plan, and in
related transactions described in Item 3 above. Such shares were acquired
for investment purposes and Whippoorwill will, from time to time, evaluate
the status of such investment in light of then-existing conditions.
Pursuant to the Standby Commitment Letter, the Issuer is
required to nominate one designee of Whippoorwill to be elected as a
director of the Issuer for as long as clients of Whippoorwill hold a
specified percentage of the combined voting power of all outstanding
securities of the Issuer. Whippoorwill appointed H. Sean Mathis, who was
duly elected to serve on the Board of Directors of the Issuer effective on
June 3, 1999. H. Sean Mathis is not affiliated with Whippoorwill or any of
the Holders.
Whippoorwill (as agent for the Holders), the Issuer and the
other signatories thereto, have entered into a Registration Rights
Agreement, dated June 3, 1999 (the "Registration Rights Agreement"),
pursuant to which the Issuer has filed and had declared effective, a shelf
registration statement relating to resales of Common Stock, Class B Common
Stock, the Participation Warrants, the Common Stock issuable upon exercise
of the Participation Warrants, and the Common Stock issuable upon
conversion of the Class B Common Stock owned by the Holders and the other
signatories or later acquired and securities, if any, received from the
Issuer in respect of the foregoing by reason of stock dividends or similar
matters. Pursuant to the Registration Rights Agreement, Whippoorwill (as
agent for the Holders) also has demand registration rights, which may be
exercised no more than twice, and "piggyback" registration rights in
connection with other public offerings by the Issuer. Attached as Exhibit E
hereto is a form of Registration Rights Agreement, substantially in the
form of the Registration Rights Agreement, which is incorporated herein by
reference.
The summary set forth herein of certain provisions of the Plan,
Standby Commitment Letter, Charter Amendment, Warrant Certificate, and
Registration Rights Agreement does not purport to be a complete description
thereof and is qualified in its entirety by reference to the full
provisions of each document or the form of such document as filed as
Exhibits to this Statement.
Except as described in this Item 4, Whippoorwill has no present
plans or proposals which relate to or would result in any of the actions
enumerated in Item 4 of Schedule 13D, although it reserves the right to
acquire additional securities of the Issuer, and to sell securities of the
Issuer.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The percentages set forth in this Item 5 are based on (i)
the Issuer's representation that as of June 10, 1999 there were 128,101,567
shares of Common Stock outstanding and 16,080,785 shares of Class B Common
Stock outstanding and (ii) the Common Stock and Class B Common Stock being
a single class (together, the "Common Class"), resulting in there being
144,182,352 shares of the Common Class outstanding.
The Holders, in the aggregate, directly own 18,810,134 shares
of Common Stock and 4,308,002 shares of Class B Common Stock, resulting in
direct ownership of 23,118,136 shares of the Common Class representing
approximately 16.0% of the outstanding Common Class. The Holders, in the
aggregate, own 1,319,713 Participation Warrants, which are exercisable into
1,319,713 additional shares of Common Stock. Therefore, the Holders, in the
aggregate, beneficially own 24,437,849 shares of the Common Class,
representing approximately 16.9% (computed in accordance with Rule 13d-3(d)
under the Act) of the outstanding Common Class.
(b) Although Whippoorwill does not own any of the Common Stock,
since Whippoorwill has discretionary authority with respect to the
investments of and acts as agents for its clients, Whippoorwill has shared
power to vote the 24,437,849 shares of the Common Class beneficially owned
by the Holders. The information required by Item 2 with respect to
Whippoorwill is set forth in item 2 above.
(c) There have been no transactions within the last 60 days
except for those described in Items 3 and 4 above.
(d) The Holders have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
securities reported herein. No Holder beneficially owns more than 5% of the
Common Class.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
Other than as set forth in Items 3 and 4 above, none of the
persons identified in Item 2 is a party to any contract, arrangement,
understanding or relationship with respect to any securities of the Issuer
and none of the securities as to which this Statement relates is pledged or
is otherwise subject to a contingency the occurrence of which would give
another person voting power or investment power over such securities.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A: Third Amended Joint Plan of Reorganization in the
bankruptcy matter of In Re: MobileMedia Communications, Inc. et al. (case
No. 97-174) in the United States Bankruptcy Court for the District of
Delaware (incorporated by reference to Annex C of the Issuer's Form 424B3,
filed December 18, 1998).
Exhibit B: Standby Commitment Letter, dated as of August 18,
1998, among the Issuer, Whippoorwill and MobileMedia, as amended
(incorporated by reference to Exhibits 10.6 and 10.7 of the Issuer's Form
S-4/A filed on September 17, 1998, Exhibit 10.8 to the Issuer's Form S-4/A
filed on December 8, 1998, and Exhibit 99.4 to the Issuer's Form 8-K filed
on March 3, 1999).
Exhibit C: Amendment to the Certificate of Incorporation of the
Issuer filed on May 27, 1999 (incorporated by reference to Annex D of the
Issuer's Form 424B3, filed December 18, 1998).
Exhibit D: Form of Warrant Certificate (incorporated by
reference to Exhibit 10.14 of the Issuer's Form S-4A filed on September 17,
1998).
Exhibit E: Form of Registration Rights Agreement dated June 3,
1999 by and among the Issuer, W.R. Huff Asset Management Co., L.L.C.,
Whippoorwill, Credit Suisse First Boston Corporation, the Northwestern
Mutual Life Insurance Company and Northwestern Mutual Series Fund, Inc.
(incorporated by reference to Exhibit 10.9 of the Issuer's Form S-4A filed
on September 17, 1998).
<PAGE>
SIGNATURES
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After reasonable inquiry and to the best of its knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: June 14, 1998
WHIPPOORWILL ASSOCIATES, INC.
By: ___________________________
Name: David A. Strumwasser
Title: Managing Director
<PAGE>
EXHIBIT A
THIRD AMENDED JOINT PLAN OF REORGANIZATION
Pursuant to Rule 12b-32 under the Act, the Third Amended Joint Plan of
Reorganization is incorporated herein by reference to Annex C of the
Issuer's Form 424B3 filed December 18, 1998.
<PAGE>
EXHIBIT B
STANDBY COMMITMENT LETTER
Pursuant to Rule 12b-32 under the Act, the Standby Commitment Letter dated
August 18, 1998, among the Issuer, Mobile Media and Whippoorwhill, as
amended, is incorporated herein by reference to Exhibits 10.6 and 10.7 to
the Issuer's Form S-4/A dated September 17, 1998, Exhibit 10.8 to the Form
S-4/A filed by the Issuer on December 8, 1998, and Exhibit 99.4 to the Form
8-K filed by the Issuer on March 3, 1999.
<PAGE>
EXHIBIT C
CHARTER AMENDMENT
Pursuant to Rule 12b-32 under the Act, the Amendment to the
Certificate of Incorporation of the Issuer is incorported herein by
reference to Annex D of the Issuer's Form 424B3 filed December 18, 1998.
<PAGE>
EXHIBIT D
WARRANT CERTIFICATE
Pursuant to Rule 12b-32 under the Act, the form of Warrant Certificate
is incorporated herein by reference to Exhibit 10.14 to the Issuer's Form
S-4/A filed September 17, 1998.
<PAGE>
EXHIBIT E
REGISTRATION RIGHTS AGREEMENT
Pursuant to Rule 12b-32 under the Act, the form of Registration Rights
Agreement is incorporated herein by reference to Exhibit 10.9 of the
Issuer's Form S-4/A filed September 17, 1998.
