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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported) November 5, 1996 Commission File Number 0-21924
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METROCALL, INC.
(Exact name of registrant)
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Delaware 54-1215634
(State of organization) (I.R.S. Employer Identification Number)
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6677 Richmond Highway, Alexandria, Virginia 22306
(Address of principal executive offices and zip code)
(703) 660-6677
(Registrant's telephone Number)
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ITEM 5. OTHER EVENTS
Metrocall, Inc., incorporates herein by reference the information
contained in the press release filed as Exhibit 99 to this Current Report.
ITEM 7. EXHIBITS
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SEQUENTIALLY
EXHIBIT NO. Numbered Page
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99 Press Release by Metrocall, Inc.,
dated November 5, 1996 . . . . . . . . . . . . . . . . . . . . . . . . . . 5
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
METROCALL, INC.
BY: /s/ VINCENT D. KELLY
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Vincent D. Kelly
Chief Financial Officer
Dated: November 7, 1996
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EXHIBIT 99
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[METROCALL LETTERHEAD]
November 5, 1996
FOR IMMEDIATE RELEASE Contact: Vince Kelly, Chief Financial Officer
(703) 660-6677, ext. 6650, or
Paul Liberty, VP, Investor Relations
(703) 660-6677, ext. 6260
URL:http//www.metrocall.com
METROCALL ANNOUNCES RECEIPT OF COMMITMENTS FOR
$25 MILLION PRIVATE EQUITY PLACEMENT
ALEXANDRIA, VA., November 5, 1996 -- Metrocall, Inc. (NASDAQ NMS -
MCLL) announced today that it has agreed to terms and has received commitments
from two financial institutions on a private placement of $25 million of Series
A Preferred Stock (the "Preferred Stock") and warrants to purchase common
stock. The equity placement is subject to various conditions, including
negotiation and execution of definitive documentation, final approval of the
institutions, shareholder approvals of the merger with A+ Network and no
material adverse changes affecting Metrocall or A+ Network. The financing
itself is not subject to shareholder approval and Metrocall anticipates closing
this private placement on or before November 15, 1996. Metrocall has reserved
the right to place an additional $10 million on the same terms and conditions,
for a total placement of $35 million.
"This equity infusion gives Metrocall the flexibility to continue growing
its core business and successfully integrate the A+ Network transaction," said
William L. Collins III, President and Chief Executive Officer of Metrocall. "In
addition to Metrocall's solid third quarter performance, this equity financing
provides visibility and recognition of Metrocall's business plan execution and
allows the Company to successfully operate its acquisition and consolidation
strategy."
Under the terms of the agreement, each unit shall consist of one share of
Preferred Stock and one warrant and will be issued for a purchase price of $250.
The Preferred Stock carries a dividend of 14%, payable semi-annually in cash or
in additional shares of Preferred Stock at Metrocall's option. Holders of
Preferred Stock will have the right beginning five years from the date of
issuance, to convert their Preferred Stock (including shares issued as
dividends) into shares of Metrocall's common stock based on the market price of
the common stock at the time. The Preferred Stock is subject to redemption by
holders 12 years from the date of issuance, and to redemption by Metrocall
beginning 3 years from the date of issuance. If Metrocall redeems the Preferred
Stock prior to the fifth anniversary of issuance, it will pay redemption
premiums sufficient to assure the holders a 25% aggregate return on the
Preferred Stock if redeemed in the third year or a 20% return if redeemed in the
fourth year. Thereafter, the Preferred Stock can be redeemed for the redemption
price of $250 per share. Holders of the Preferred Stock will together have the
right to elect one director of Metrocall.
Each warrant will represent the right of the holder to purchase 18,266
shares of Metrocall's common stock, representing an aggregate of 1,8266 million
shares assuming $25 million in equity is placed. The exercise price per share
will be set at the lesser of $8.15 or 125% of the average closing stock price
for Metrocall's common stock for the 10 trading-day period from October 24, 1996
through November 6, 1996. The warrants will contain certain provisions for
adjustment in the exercise price in
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the event Metrocall sells common stock or rights to purchase common stock in
private transactions for less than 125% of the then current market price and
other customary anti-dilution provisions. The warrants will expire 5 years from
the date of issuance.
The issuance of units will not be registered under the Securities Act of
1933, as amended and the units may not be offered or sold in the United States
absent such registration or an applicable exemption from registration
requirements.
Metrocall also announced that it is extending until midnight New York City
time, November 14, 1996, the expiration date on its offer to purchase for cash
all 11-7/8% Senior Subordinated Notes due 2005 of A+ Network. The offer was
scheduled to expire at midnight November 6, 1996. As of the close of business
on November 4, 1996, holders of approximately $121.5 million principal amount of
the notes (out of $125 million total outstanding) had consented to proposed
amendments to and waivers under the indenture governing the notes and tendered
their bonds in the tender offer. Metrocall intends to notify the A+ Network
indenture trustee that it has received consents representing a majority of the
outstanding notes promptly following expiration of the consent solicitation at
5:00 p.m. on Tuesday, November 5, 1996. Upon delivery of this notice, the
consents and related tenders will become irrevocable. Metrocall will ask A+
Network and the indenture trustee to promptly execute a supplemental indenture
implementing the proposed amendments and waivers. Metrocall expects that the
closing of the tender for the bonds will coincide with the closing of the equity
placement and the merger with A+ Network on November 15, 1996.
Upon completion of the A+ Network merger Metrocall will have approximately
2 million subscribers in service.
Metrocall, Inc., headquartered in Alexandria, Virginia (Metropolitan
Washington, DC), offers paging and wireless messaging in all 50 states and over
1000 cities through its Nationwide Wireless Network.
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Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995
The statements contained in this release which are not historical facts, such as
those concerning future financial performance and growth, are forward-looking
statements that are subject to risks and uncertainties, including those set
forth in the Company's Joint Proxy Statement/Prospectus distributed in
connection with the A+ Network merger and filed with the Securities and Exchange
Commission. Actual results could differ materially from those set forth in the
forward-looking statements.
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