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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __________)*
Metrocall, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
591 647 102
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(CUSIP Number)
Gregg S. Lerner, Esq., Rubin Baum Levin Constant & Friedman
30 Rockefeller Plaza, 29th Floor
New York, New York 10112
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 30, 1996
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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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) 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 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 1 of 7 sequentially numbered pages
Exhibit Index Appears at sequentially numbered Page 7.
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SCHEDULE 13D
<TABLE>
<S> <C>
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CUSIP NO. 591 647 102 PAGE 2 OF 7 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
O.R. ESTMAN, INC. 22-2480722
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEW JERSEY
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NUMBER OF 7 SOLE VOTING POWER 1,417,181
SHARES -------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -------------------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 1,417,181
REPORTING -------------------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,417,181
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.7%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION.
Page 2 of 7 pages
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ITEM 1. SECURITY AND ISSUER
The class of equity securities to which this Statement on
Schedule 13D relates is the common stock $.01 par value per share (the
"Shares"), of Metrocall, Inc., a Delaware corporation (the "Issuer"). As of
August 30, 1996, the date of the event which required the filing of this
Statement, the principal executive offices of the Issuer were located at 6677
Richmond Highway, Alexandria, Virginia 22306, telephone (703) 660-6677.
ITEM 2. IDENTITY AND BACKGROUND
This Statement on Schedule 13D is being filed by O.R. Estman,
Inc. ("Estman"), which is a New Jersey corporation with its principal place of
business at 270 Sparta Avenue, Suite 104- 340, Sparta, New Jersey 07871. Until
August 30, 1996, Estman's principal business was the ownership and operation of
a paging business. Estman has no current business; substantially all of its
assets are Shares of the Issuer. Estman has not, during the last five years,
been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) and has not, during the last five years, been 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
judgement, decree or final order enjoining further violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
The information set forth below is given with respect to each of
the executive officers and directors of Estman, such being all of the persons
enumerated in Instruction C to this Statement. Column (a) indicates the name of
the person; column (b) indicates the business address of the person; column (c)
indicates the person's present principal occupation or employment and the name,
principal business and address of any corporation or other organization in which
such employment is conducted; column (d) indicates whether or not, during the
last five years, such person has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) and, if so, the dates,
nature of conviction, name and location of court, and penalty imposed, or other
disposition of the case; and column (e) indicates whether or not, during the
last five years, such person 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, and,
if so, identifies and describes such proceedings and summarizes the terms of
such judgment, decree or final order. Each of such persons is a United States
citizen.
Page 3 of 7 pages
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<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
(a) (b) (c) (d) (e)
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Bertram M. Wachtel (1) President and Director, Estman No No
(1),(2)
Edward R. Davalos (1) Secretary, Treasurer and Director, Estman No No
(1),(2)
Kevan D. Bloomgren (1) Vice President and Chief Financial Officer, Estman No No
(1),(2)
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(1) The business address for each of the indicated persons is 270 Sparta Avenue,
Suite 104-340, Sparta, New Jersey 07871.
(2) The principal business of Estman is the business conducted in connection
with the holding of the Shares.
Page 4 of 7 pages
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Estman acquired beneficial ownership of 1,417,181 Shares of the Issuer
in connection with the Asset Purchase Agreement, by and among Estman, Dana
Paging, Inc. d/b/a Message Network, ("Dana"), Bertram M. Wachtel, Edward R.
Davalos, Kevan D. Bloomgren and the Issuer, dated February 28, 1996, as amended
by the Amendment to the Purchase Agreement, dated August 30, 1996 (as amended,
the "Asset Purchase Agreement") in which the Issuer purchased paging and related
assets from Estman and its affiliate Dana for an aggregate purchase price of
$28,000,000, subject to certain adjustments, of which $17,000,000 was paid to
Estman and Dana in cash and the balance paid to Estman in Shares. Of such
Shares, 212,389 Shares are currently held in escrow pursuant to the terms of the
Asset Purchase Agreement subject to upward or downward adjustment at the time of
their release from escrow based upon the then current market price of the
Shares. Additional Shares may also be issued to Estman, or surrendered by Estman
to the Issuer, based upon the market price of the Shares on the second business
day prior to the effectiveness of a registration statement being filed by the
Issuer to register the Shares for sale by Estman.
No funds were expended by Estman in respect of the acquisition by Estman
of Shares in connection with the foregoing transactions except with respect to
costs and expenses incidental thereto.
ITEM 4. PURPOSE OF TRANSACTION
Estman received Shares of the Issuer in consideration for its paging and
related assets. It is holding such Shares for investment purposes. Pursuant to
the terms of the Asset Purchase Agreement, the Issuer is required to prepare and
file a registration statement on Form S-3 with respect to the Shares issued to
Estman. Estman may also purchase additional Shares in open market or in
privately negotiated transactions, and it may sell Shares from time to time in
open market or privately negotiated transactions, including, without limitation,
pursuant to such registration statement. Sales of the Shares may be effected
from time to time based upon Estman's capital requirements and the market price
of the Shares.
Except as set forth in this Item 4, Estman does not have any present
plans or proposals that relate to or would result in: (i) the acquisition by any
person of additional securities of the Issuer, or the disposition of securities
of the Issuer; (ii) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(iii) a sale or transfer of a material amount of assets of the Issuer or any of
its subsidiaries; (iv) any change
Page 5 of 7 pages
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in the present Board of Directors or management of the Issue, including any
plans or proposals to change the number or term of Directors or to fill any
vacancies on the Board; (v) any material change in the present capitalization or
dividend policy of the Issuer; (vi) any other change in the Issuer's business or
corporate structure; (vii) changes in the Issuer's Certificate of Incorporation,
By-laws or instruments corresponding thereto or other actions which may impede
the acquisition of control of the Issuer by any person; (viii) causing a class
of securities to be delisted from a national securities exchange or to cease to
be authorized to be quoted in an inter-dealer quotation system of a registered
national securities association; (ix) a class of equity securities of the Issuer
becoming eligible for termination of registration pursuant to Section 12(g)(4)
of the Securities Exchange Act of 1934, as amended; or (x) any action similar to
those enumerated above.
Estman reserves the right to determine in the future whether to change
the purpose or purposes described above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
See the information contained in items (7) - (10), (11) and (13)
of the cover page of this Statement on Schedule 13D for a description of the
aggregate number of and percentage of outstanding Shares beneficially owned by
Estman with respect to which Estman has sole voting and disposition power.
Beneficial ownership of all of such Shares was acquired by Estman from the
Issuer on August 30, 1996 in connection with the consummation of the Asset
Purchase Agreement.
For purposes of determining the number of Shares received by
Estman pursuant to the Asset Purchase Agreement, a price per Share of
approximately $7.06 per Share was used. Such price represented the mean of the
closing bid and ask prices on August 30, 1996, the closing date of the Asset
Purchase Agreement.
None of the persons listed in Item 2 beneficially own any Shares.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATION-
SHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
There are no contracts, arrangements, understandings or
relationships among the persons named in Item 2 with respect to the Shares.
Page 6 of 7 pages
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
(a) Exhibit A: Asset Purchase Agreement by and among
O.R. Estman, Inc. d/b/a Satellite Paging, Dana
Paging, Inc. d/b/a Message Network, Bertram M.
Wachtel, Edward R. Davalos, Kevan D. Bloomgren and
Metrocall, Inc., dated February 28, 1996. The
Asset Purchase Agreement is incorporated by
reference to Metrocall, Inc.'s Quarterly Report on
Form 10-Q/A for the quarter ended March 31, 1996,
filed with the Securities and Exchange Commission
on July 15, 1996.
(b) Exhibit B: Amendment to the Asset Purchase
Agreement by and among O.R. Estman, Inc. d/b/a
Satellite Paging, Dana Paging, Inc. d/b/a Message
Network, Bertram M. Wachtel, Edward R. Davalos,
Kevan D. Bloomgren and Metrocall, Inc., dated
August 30, 1996. The Amendment to the Asset
Purchase Agreement is incorporated by reference to
Metrocall, Inc.'s Report on Form 8-K filed with
the Securities and Exchange Commission on
September 13, 1996, as amended on October 1, 1996.
SIGNATURES
After reasonable inquiry and to the best of its knowledge and
belief, the undersigned certifies that the information set forth in the
Statement is true, complete and correct.
Dated: November 12, 1996
O.R. Estman, Inc.
By: /s/ Kevan D. Bloomgren
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Name: Kevan D. Bloomgren
Title: Chief Financial Officer
Page 7 of 7 pages
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