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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1/A
AMENDMENT NO. 2
TENDER OFFER STATEMENT
PURSUANT TO
SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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A+ NETWORK, INC.
(NAME OF SUBJECT COMPANY)
METROCALL, INC.
(BIDDER)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
002033-10-8
(CUSIP NUMBER OF CLASS OF SECURITIES)
GEORGE P. STAMAS, ESQ.
WILMER, CUTLER & PICKERING
2445 M STREET, N.W.
WASHINGTON, D.C. 20037
(202) 663-6000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDER)
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CUSIP NO. 002033-10-8
14D-1
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1. NAME OF REPORTING PERSON SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
METROCALL, INC.
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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*
WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS / /
2(e) or 2(f)
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,350,743 shares
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8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES* / /
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9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
40%
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10. TYPE OF REPORTING PERSON*
CO
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
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This Final Amendment to Tender Offer Statement on Schedule 14D-1 and
Statement on Schedule 13D, relates to the offer by Metrocall, Inc., a Delaware
corporation (the "Purchaser"), to purchase 2,140,526 outstanding shares of
Common Stock, par value $0.01 per share, and the related share purchase rights
issued pursuant to the Rights Agreement dated February 16, 1995 by and between
the Company (as defined below) and First Union National Bank of North Carolina,
as Rights Agent (collectively, the "Shares"), of A+ Network, Inc., a Tennessee
corporation (the "Company"), at a purchase price of $21.10 per share net to the
seller in cash, without interest thereon, upon the terms and subject to the
conditions set forth in the Offer to Purchase dated May 22, 1996 (the "Offer to
Purchase"), a copy of which is Exhibit 11(a)(1), the Supplement to the Offer to
Purchase dated June 18, 1996 (the "Supplement"), a copy of which is Exhibit
11(a)(10) and in the related Letter of Transmittal (which, together with the
Offer to Purchase, constitute the "Offer"), a copy of which is Exhibit 11(a)(2).
ITEM 1. SECURITY AND SUBJECT COMPANY.
The Offer expired at 12:00 midnight, New York City time, on June 24, 1996.
Approximately 5,362,482 shares were properly tendered and not withdrawn,
including 1,173,535 shares tendered pursuant to a notice of guaranteed delivery.
The Company has accepted for purchase 2,140,526 Shares. The pro ration
percentage will be determined upon expiration of the period for delivering
shares pursuant to notices of guaranteed delivery. The Purchaser has also
purchased on June 25, 1996, 2,210,217 Shares pursuant to the Shareholders'
Agreement at a price of $21.10, as described in the Offer. Upon completion of
the purchase of Shares pursuant to the Offer, the Purchaser will be the
beneficial owner of 4,350,743 Shares, or approximately 40% of the issued and
outstanding Shares of the Company.
ITEM 2. IDENTITY AND BACKGROUND.
No change.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY.
No change.
ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
No change.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER.
No change.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
See Item 1 above.
ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
THE SUBJECT COMPANY'S SECURITIES.
No change.
ITEM 8. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
No change.
ITEM 9. FINANCIAL STATEMENTS OF CERTAIN BIDDERS.
No change.
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ITEM 10. ADDITIONAL INFORMATION.
No change.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
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(a)(1)* Offer to Purchase dated May 22, 1996.
(a)(2)* Letter of Transmittal.
(a)(3)* Notice of Guaranteed Delivery.
(a)(4)* Letter from the Dealer Manager to Brokers, Dealers, Commercial Banks, Trust
Companies and Nominees.
(a)(5)* Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies
and Nominees.
(a)(6)* Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9.
(a)(7)* Summary Advertisement as published on May 22, 1996.
(a)(8)* Press Release issued by the Purchaser on May 16, 1996.
(a)(9)* Press Release issued by the Purchaser dated June 17, 1996.
(a)(10)* Supplement to Offer to Purchase dated June 18, 1996.
(a)(11) Press releases issued by the Purchaser dated June 25, 1996
(b) Not applicable.
(c)(1)* Agreement and Plan of Merger dated as of May 16, 1996 between Metrocall, Inc.
and A+ Network, Inc.
(c)(2)* Shareholders' Option and Sale Agreement dated as of May 16, 1996 between
Metrocall, Inc. and certain shareholders of A+ Network, Inc. listed therein.
(c)(3)* Metrocall Stockholders' Voting Agreement dated as of May 16, 1996 between A+
Network, Inc. and certain stockholders of Metrocall, Inc. listed therein.
(c)(4)* Agreement dated May 16, 1996 among Metrocall, Inc. and Ray D. Russenberger and
Elliott H. Singer regarding voting for director.
(c)(5)* Non-disclosure/No Conflict Agreement dated May 16, 1996 between Metrocall, Inc.
and Ray D. Russenberger.
(c)(6)* Non-disclosure/No Conflict Agreement dated May 16, 1996 between Metrocall, Inc.
and Elliott H. Singer.
(c)(7)* Employment Agreement dated May 16, 1996 between Metrocall, Inc. and Charles A.
Emling III.
(c)(8)* Opinion of Wheat, First Securities, Inc. dated May 14, 1996.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
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* Previously filed.
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SIGNATURE
After due 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.
METROCALL, INC.
By: /s/ VINCENT D. KELLY
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Name: Vincent D. Kelly
Title: Chief Financial Officer and
Vice President
Date: June 25, 1996
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EXHIBIT INDEX
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11(a)(1)* Offer to Purchase dated May 22, 1996.
11(a)(2)* Letter of Transmittal.
11(a)(3)* Notice of Guaranteed Delivery.
11(a)(4)* Letter from the Dealer Manager to Brokers, Dealers, Commercial Banks,
Trust Companies and Nominees.
11(a)(5)* Letter to clients for use by Brokers, Dealers, Commercial Banks, Trust
Companies and Nominees.
11(a)(6)* Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
11(a)(7)* Summary Advertisement as published on May 22, 1996.
11(a)(8)* Press Release issued by the Purchaser and the Company on May 16, 1996.
11(a)(9)* Press Release issued by the Purchaser dated June 17, 1996.
11(a)(10)* Supplement to Offer to Purchase dated June 18, 1996.
11(a)(11) Press releases issued by the Purchaser dated June 25, 1996
11(b) Not applicable.
11(c)(1)* Agreement and Plan of Merger dated as of May 16, 1996 between Metrocall,
Inc. and A+ Network, Inc.
11(c)(2)* Shareholders' Option and Sale Agreement dated as of May 16, 1996 between
Metrocall, Inc. and certain shareholders of A+Network, Inc. listed
therein.
11(c)(3)* Metrocall Stockholders' Voting Agreement dated as of May 16, 1996 between
A+ Network, Inc. and certain stockholders of Metrocall, Inc. listed
therein.
11(c)(4)* Agreement dated May 16, 1996 among Metrocall, Inc. and Ray D. Russenberger
and Elliott H. Singer regarding voting for director.
11(c)(5)* Non-disclosure/No Conflict Agreement dated May 16, 1996 between Metrocall,
Inc. and Ray D. Russenberger.
11(c)(6)* Non-disclosure/No Conflict Agreement dated May 16, 1996 between Metrocall,
Inc. and Elliott H. Singer.
11(c)(7)* Employment Agreement dated May 16, 1996 between Metrocall, Inc. and
Charles A. Emling, III.
11(c)(8)* Opinion of Wheat, First Securities, Inc. dated May 14, 1996.
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* Previously filed.
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EXHIBIT 11(a) 11
JUNE 25, 1996
FOR IMMEDIATE RELEASE
CONTACT: Paul J. Liberty
VP, Investor/Public Relations
703-660-6677, ext. 6260
METROCALL TENDER OFFER SUCCESSFUL FOR A+ NETWORK
Alexandria, VA -- METROCALL, Inc. (NASDAQ: MCLL) today announced that it
has received in excess of the minimum number of shares necessary to be tendered
in connection with Metrocall's tender offer for certain shares of A+ Network,
Inc. Thus, Metrocall is now in a position to complete its tender offer to
purchase 2,140,526 shares of A+ Network at $21.10 per share. Completion of the
tender offer is the first step in Metrocall's proposed merger with A+ Network.
Metrocall also announced that it has received Hart-Scott-Rodino approval for the
A+ Network merger which is expected to be completed during the fourth quarter of
1996.
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JUNE 25, 1996
FOR IMMEDIATE RELEASE
CONTACT: Paul J. Liberty
VP, Investor/Public Relations
703-660-6677, ext. 6260
METROCALL TENDER OFFER SUCCESSFUL FOR A+ NETWORK
RELEASES PRELIMINARY PRO-RATION
Alexandria, VA -- METROCALL Inc. (NASDAQ: MCLL) announced today that it has
accepted for purchase 2,140,526 shares of common stock of A+ Network, Inc.
pursuant to a tender offer that commenced May 22, 1996. The tender offer
provided for the purchase of 2,140,526 shares at a price of $21.10 per share.
Approximately 5,362,482 shares were validly tendered and not withdrawn in
response to the offer, and shares will be accepted on a pro rata basis. Based on
the number of shares validly tendered and not withdrawn, the pro ration
percentage will be approximately 39.9%. The exact pro ration percentage will be
computed upon receipt of all shares tendered pursuant to guaranteed delivery.
Metrocall also announced that it is purchasing 2,210,217 shares from
certain shareholders of A+ Network today, also at $21.10 per share, pursuant to
a separate agreement with those shareholders. After the purchases pursuant to
the tender offer and under the separate agreement, Metrocall will hold
approximately 40% of the issued and outstanding shares of A+ Network common
stock. The purchases under the tender offer and the separate agreement are being
made pursuant to the terms of a previously announced merger agreement between
Metrocall and A+ Network.
A proxy relating to the merger will be filed with the SEC by early July and
is expected to be delivered to shareholders in mid-August. Shareholders meetings
to approve the deal are tentatively scheduled for mid-September with an expected
closure during the fourth quarter of 1996.
