SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b),
(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)
(Amendment No. 5) 1/
ARCH COMMUNICATIONS GROUP, INC.
----------------------------------------------------------------------
(Name of Issuer)
Common Stock, $0.01 par value per share
----------------------------------------------------------------------
(Title or Class of Securities)
039381-10-8
----------------------------------------------------------------------
(CUSIP Number)
December 31, 1999
----------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b)
[_] Rule 13d-1(c)
[_] Rule 13d-1(d)
1/ 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.
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).
<PAGE>
CUSIP No. 039381-10-8 13G Page 2 of 5 Pages
--- -
- --------- ---------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Memorial Drive Trust #04-2272266 Plan #001
- --------- ---------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [_]
N/A (b) [_]
- --------- ---------------------------------------------------------------------
3 SEC USE ONLY
- --------- ---------------------------------------------------------------------
4 CITIZENSHIP OF PLACE OR ORGANIZATION
Massachusetts
- -------------------------------- ---------- -----------------------------------
5 SOLE VOTING POWER
NUMBER OF 1,771,671 (see Item 4)
---------- -----------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
---------- -----------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 1,771,671 (see Item 4)
---------- -----------------------------------
WITH 8 SHARED DISPOSITIVE POWER
0
- --------- ---------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,771,671 (see Item 4)
- --------- ---------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions) [_]
N/A
- --------- ---------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.4%
- --------- ---------------------------------------------------------------------
12 TYPE OF REPORTING PERSON (See Instructions)
EP
- --------- ---------------------------------------------------------------------
<PAGE>
CUSIP No. 039381-10-8 13G Page 3 of 5 Pages
--- -
ITEM 1(a). Name of Issuer:
Arch Communications Group Inc.
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
110 Turnpike Road, Suite 210
Westborough, MA 01581
ITEM 2(a). Name of PERSON FILING:
Memorial Drive Trust ("MDT")
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
125 CambridgePark Drive
6th Floor
Cambridge, MA 02140
ITEM 2(c). PLACE OF ORGANIZATION:
Massachusetts
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
Common Stock, $0.01 par value
ITEM 2(e). CUSIP Number:
039381-10-8
<PAGE>
CUSIP No. 039381-10-8 13G Page 4 of 5 Pages
--- -
ITEM 3. If this Statement is Filed Pursuant to Rules 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) [X] Employee Benefit Plan, Pension Fund which is subject to
the provisions of the Employee Retirement Income Security
Act of 1974 or Endowment Fund; see 13d-1(b)(1)(ii)(F).
(g) [_] Parent Holding Company, in accordance with Rule 13d-1(b)
(1)(ii)(G); see Item 7.
(h) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(H).
ITEM 4. OWNERSHIP:
(a) Amount beneficially owned: 1,771,671 shares (see below)
(b) Percent of class: 3.4%
(c) Number of shares as to which such person has:
(i) Sole Power to vote or to direct the vote: 1,771,671 shares (see below)
(ii) Shared power to vote or to direct the vote: None
(iii)Sole power to dispose or to direct the disposition of:
1,771,671 shares (see below)
(iv) Shared power to dispose or to direct the disposition of: None
The 1,771,671 shares listed above as beneficially owned by the
reporting person consist of (i) 649,337 shares held directly by the reporting
person and (ii) 1,122,334 shares issuable upon the exercise of presently
exercisable warrants held by the reporting person.
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]
ITEM 6. Ownership of More than Five Percent on Behalf of
Another Person:
Not applicable.
<PAGE>
CUSIP No. 039381-10-8 13G Page 5 of 5 Pages
--- -
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:
Not applicable.
ITEM 9. Notice of Dissolution of Group:
Not applicable.
ITEM 10. Certification:
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary
course of business and were not acquired for the purpose of and do not
have the effect of changing or influencing the control of the issuer
of such securities and were not acquired in connection with or as a
participant in any transaction having such purposes or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
February 11, 2000
-----------------------------
(Date)
MEMORIAL DRIVE TRUST
By: /s/ R. Schorr Berman
R. Schorr Berman
Administrator and
Chief Executive Officer
