UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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)
February 18, 2000
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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).
<PAGE>
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 5,876,452
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
10 SHARED DISPOSITIVE POWER
5,876,452
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,876,452
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)
11.4%
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. The Statement amends the Schedule
13D filed by Whippoorwill Associates, Inc. ("Whippoorwill") on June 14,
1999 as amended on June 16, 1999 and February 15, 2000. The information
reflected in this Statement is current through February 18, 2000.
ITEM 2. IDENTITY AND BACKGROUND.
No change.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
No change.
ITEM 4. PURPOSE OF TRANSACTION.
No change.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is amended in its entirety as follows:
(a) The percentages set forth in this Item 5 are based on (i)
the Issuer's representation that as of February 15, 2000 there were 47,263,712
shares of Common Stock outstanding and 3,967,952 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
51,231,664 shares of the Common Class outstanding.
The Holders, in the aggregate, directly own 5,436,548 shares
of Common Stock and 0 shares of Class B Common Stock, resulting in
direct ownership of 5,436,548 shares of the Common Class representing
approximately 10.6% of the outstanding Common Class. The Holders, in the
aggregate, own 1,319,713 Participation Warrants, which are exercisable into
439,904 additional shares of Common Stock. Therefore, the Holders, in the
aggregate, beneficially own 5,876,452 shares of the Common Class,
representing approximately 11.4% (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 5,876,452 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) Since the last amendment on Schedule 13D, dated February 15,
2000, Whippoorwill has effected the following transactions for the account
of the Holders. All of these transactions were effected through the Nasdaq
stock market.
Date Amount + Type Action Price Per Share
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2/16/00 125,000 Common Sale 10.0962
2/16/00 135,000 Class B Sale 10.0962
2/17/00 160,384 Common Sale 10.1595
2/17/00 54,616 Class B Sale 10.1595
2/18/00 220,500 Common Sale 10.9678
(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.
No change.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
No change.
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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: February 22, 2000
WHIPPOORWILL ASSOCIATES, INC.
By: /s/ David A. Strumwasser
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Name: David A. Strumwasser
Title: Managing Director
