<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
SCHEDULE 14D-1/A
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
------------------------
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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<PAGE> 2
CUSIP NO. 002033-10-8
14D-1
<TABLE>
<S> <C> <C>
- ------------------------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
METROCALL, INC.
- ------------------------------------------------------------------------------------------------
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
- ------------------------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS / /
2(e) or 2(f)
- ------------------------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- ------------------------------------------------------------------------------------------------
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 shares
- ------------------------------------------------------------------------------------------------
8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES* / /
- ------------------------------------------------------------------------------------------------
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
0%
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10. TYPE OF REPORTING PERSON*
CO
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</TABLE>
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
This Tender Offer Statement on Schedule 14D-1 and Statement on Schedule
13D, as amended 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 attached hereto as 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.
(a) The name of the subject company is A+ Network, Inc. and the address of
its principal executive offices is 40 South Palafox Street, Pensacola, Florida
32501.
(b) The equity securities being sought in the Offer are Common Stock, par
value $0.01 per share, of the Company together with the related share purchase
rights.
(c) The information set forth in Section 6 ("Price Range of Shares;
Dividends") of the Offer to Purchase is incorporated herein by reference.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(d) and (g) This Statement is filed by the Purchaser. The information
set forth in Section 8 ("Certain Information Concerning the Purchaser") of the
Offer to Purchase and in Schedule I ("Directors and Executive Officers of the
Purchaser") thereto is incorporated herein by reference.
(e) and (f) During the last five years, neither the Purchaser nor, to the
best knowledge of the Purchaser, any of the persons listed in Schedule I to the
Offer to Purchase (i) has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) 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 activities subject to,
federal or state securities laws or finding any violation of such laws.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY.
(a) and (b) The information set forth in Section 8 ("Certain Information
Concerning the Purchaser") and in Section 10 ("Background of the Offer and the
Merger; Contacts with the Company") of the Offer to Purchase is incorporated
herein by reference.
ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a)-(c) The information set forth in Section 9 ("Sources and Amount of
Funds") of the Offer to Purchase is incorporated herein by reference.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER.
(a)-(g) The information set forth in the Introduction, Section 10
("Background of the Offer and the Merger; Contacts with the Company"), Section
11 ("Purpose of the Offer and the Merger; The Merger Agreement; Shareholders'
Agreement; Other Agreements; Plans for the Company after the Merger; SEC
Regulations"), and Section 12 ("Possible Effects of the Offer on the Market for
Shares, NNM Quotation and Exchange and Exchange Act Registration") of the Offer
to Purchase and Section 4 ("Supplemental Information Regarding Repurchase
Option") and Section 5 ("Supplemental Information Regarding Shareholders'
Agreement") of the Supplement is incorporated herein by reference.
<PAGE> 4
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) and (b) The information set forth in the Introduction and Section 8
("Certain Information Concerning the Purchaser") of, and Schedule I ("Directors
and Executive Officers of the Purchaser") to, the Offer to Purchase is
incorporated herein by reference.
ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
THE SUBJECT COMPANY'S SECURITIES.
The information set forth in the Introduction, Section 8 ("Certain
Information Concerning the Purchaser"), Section 10 ("Background of the Offer and
the Merger; Contacts with the Company") and Section 11 ("Purpose of the Offer
and the Merger; The Merger Agreement; Shareholders' Agreement; Other Agreements;
Plans for the Company after the Merger; SEC Regulations") of the Offer to
Purchase and Section 4 ("Supplemental Information Regarding Repurchase Option")
and Section 5 ("Supplemental Information Regarding Shareholders' Agreement") of
the Supplement is incorporated herein by reference.
ITEM 8. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
The information set forth in the Introduction and Section 16 ("Fees and
Expenses") of the Offer to Purchase is incorporated herein by reference.
ITEM 9. FINANCIAL STATEMENTS OF CERTAIN BIDDERS.
The information set forth in Section 8 ("Certain Information Concerning the
Purchaser") of the Offer to Purchase is incorporated herein by reference.
ITEM 10. ADDITIONAL INFORMATION.
(a) The information set forth in the Introduction and Section 11 ("Purpose
of the Offer and the Merger; The Merger Agreement; Shareholders' Agreement;
Other Agreements; Plans for the Company after the Merger; SEC Regulations") of
the Offer to Purchase and Section 4 ("Supplemental Information Regarding
Repurchase Option") and Section 5 ("Supplemental Information Regarding
Shareholders' Agreement") of the Supplement is incorporated herein by reference.
(b) and (c) The information set forth in the Introduction, Section 2
("Acceptance for Payment and Payment for Shares") and Section 14 ("Certain Legal
Matters; Regulatory Approvals") of the Offer to Purchase and Section 6
("Supplemental Information Regarding FCC Approval") of the Supplement is
incorporated herein by reference.
(d) The information set forth in Section 12 ("Possible Effects of the Offer
on the Market for Shares, NNM Quotation and Exchange Act Registration") and
Section 14 ("Certain Legal Matters; Regulatory Approvals") of the Offer to
Purchase and Section 6 ("Supplemental Information Regarding FCC Approval") of
the Supplement is incorporated herein by reference.
(e) None.
(f) The information set forth in the Offer to Purchase, the Supplement and
the Letter of Transmittal is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
<TABLE>
<S> <C>
(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.
</TABLE>
2
<PAGE> 5
<TABLE>
<S> <C>
(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.
(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.
</TABLE>
- ---------------
* Previously filed.
3
<PAGE> 6
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
------------------------------------
Name: Vincent D. Kelly
Title: Chief Financial Officer and
Vice President
Date: June 18, 1996
4
<PAGE> 7
EXHIBIT INDEX
<TABLE>
<S> <C>
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(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.
</TABLE>
- ---------------
* Previously filed.
5
<PAGE> 1
EXHIBIT 11(a)(9)
PRESS RELEASE
JUNE 17, 1996
FOR IMMEDIATE RELEASE
CONTACT: Paul J. Liberty
VP, Investor/Public Relations
703-660-6677, ext. 6260
METROCALL ANNOUNCES EXTENSION OF A+ NETWORK TENDER OFFER
AND RECEIPT OF $350 MILLION BANK COMMITMENT
ALEXANDRIA, VA, June 17, 1996 -- Metrocall, Inc. (NASDAQ: MCLL) announced
that it has extended the expiration date of its tender offer for 2,140,526
shares of common stock of A+ Network, Inc. ("A+ Network") to June 24, 1996, at
12:00 midnight, New York City time. The purpose of the extension is to allow
time for Metrocall to circulate a supplement to its Offer to Purchase previously
provided to A+ Network shareholders. While the terms of the Offer (other than
the Expiration Date) and the proposed merger of A+ Network into Metrocall are
unchanged, Metrocall is providing A+ Network shareholders additional descriptive
material relating to certain terms of the proposed merger and related
transactions, as well as supplementing certain financial information about A+
Network.
In a related matter, Metrocall announced that it had received fully
underwritten commitments from Toronto Dominion Bank and The Bank of Boston on a
new $350 million senior credit facility which will be used to finance
acquisitions, fund capital expenditures and for general corporate purposes.
<PAGE> 1
SUPPLEMENT TO
OFFER TO PURCHASE
FOR CASH
2,140,526 SHARES
OF
COMMON STOCK
(TOGETHER WITH THE RELATED SHARE PURCHASE RIGHTS)
OF
A+ NETWORK, INC.
AT
$21.10 NET PER SHARE
BY
METROCALL, INC.
THE OFFER HAS BEEN EXTENDED. THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS
WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON MONDAY, JUNE 24, 1996
UNLESS THE OFFER IS FURTHER EXTENDED.
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THERE BEING VALIDLY
TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION OF THE OFFER AT LEAST
2,140,526 SHARES (THE "MINIMUM CONDITION"). THE OFFER IS ALSO SUBJECT TO CERTAIN
OTHER TERMS AND CONDITIONS CONTAINED IN THE OFFER TO PURCHASE DATED MAY 22, 1996
(THE "OFFER TO PURCHASE") AND THIS SUPPLEMENT. THE OFFER IS NOT CONDITIONED UPON
THE PURCHASER OBTAINING FINANCING OR UPON RECEIPT OF FEDERAL COMMUNICATIONS
COMMISSION APPROVAL.
THE OFFER IS BEING MADE PURSUANT TO THE AGREEMENT AND PLAN OF MERGER DATED
AS OF MAY 16, 1996 (THE "MERGER AGREEMENT") BETWEEN METROCALL, INC. (THE
"PURCHASER") AND A+ NETWORK, INC. (THE "COMPANY"). IN ACCORDANCE WITH THE MERGER
AGREEMENT, FOLLOWING CONSUMMATION OF THE OFFER, THE COMPANY AND THE PURCHASER
INTEND TO SEEK THE APPROVAL OF THEIR RESPECTIVE SHAREHOLDERS OF THE MERGER OF
THE COMPANY WITH AND INTO THE PURCHASER (THE "MERGER").
THE BOARDS OF DIRECTORS OF THE COMPANY AND THE PURCHASER HAVE APPROVED THE
OFFER AND THE MERGER, AND HAVE DETERMINED THAT THE OFFER AND THE MERGER ARE FAIR
TO, AND IN THE BEST INTERESTS OF, THEIR RESPECTIVE SHAREHOLDERS. THE BOARD OF
DIRECTORS OF THE COMPANY RECOMMENDS ACCEPTANCE OF THE OFFER BY THOSE COMPANY
SHAREHOLDERS WHO WISH TO RECEIVE CASH FOR A PORTION OF THEIR SHARES.
------------------------
IMPORTANT
Any shareholder desiring to tender shares of common stock, par value $0.01
per share, of the Company (the "Common Stock") and the related share purchase
rights (the "Rights" and, together with the shares of Common Stock, the
"Shares") should either (1) complete and sign the previously delivered Letter of
Transmittal (or a facsimile thereof) in accordance with the Instructions in the
Letter of Transmittal, have such shareholder's signature thereon guaranteed if
required by the Instructions to the Letter of Transmittal, mail or deliver the
Letter of Transmittal (or such facsimile) and any other required documents to
the Depositary (as defined in the Offer to Purchase), and either deliver the
certificates representing such Shares to the Depositary along with the Letter of
Transmittal or tender such Shares pursuant to the procedure for book-entry
transfer set forth in Section 3 of the Offer to Purchase or (2) request such
shareholder's broker, dealer, commercial bank, trust company or other nominee to
effect the transaction for such shareholder. Shareholders having Shares
registered in the name of a broker, dealer, commercial bank, trust company or
other nominee must contact such broker, dealer, commercial bank, trust company
or other nominees if they desire to tender Shares.
A shareholder who desires to tender Shares and whose certificates
representing such Shares are not immediately available, or who cannot comply in
a timely manner with the procedures for book-entry transfer, may tender such
Shares by following the procedures for guaranteed delivery set forth in Section
3 of the Offer to Purchase.
Questions and requests for assistance or for additional copies of this
Supplement, the Offer to Purchase, the Letter of Transmittal or other tender
offer materials may be directed to the Information Agent or the Dealer Manager,
at their respective addresses and telephone numbers set forth on the back cover
of this Supplement. Holders of Shares may also contact brokers, dealers,
commercial banks or trust companies for assistance concerning the Offer.
------------------------
The Dealer Manager for the Offer is:
WHEAT FIRST BUTCHER SINGER
June 18, 1996
<PAGE> 2
To the Holders of Shares
of A+ Network, Inc.:
The following information supplements the information set forth in the
Offer to Purchase dated May 22, 1996 (the "Offer to Purchase"), pursuant to
which Metrocall, Inc., a Delaware corporation (the "Purchaser"), offered to
purchase 2,140,526 shares of common stock, par value $0.01 per share (the
"Common Stock"), 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 (the
"Rights" and, together with shares of Common Stock, the "Shares") of A+ Network,
Inc., a Tennessee corporation (the "Company"), at $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 (as supplemented by this
Supplement) and in the related Letter of Transmittal (which together constitute
the "Offer"). Capitalized terms used in this Supplement without definition have
the meanings given them in the Offer to Purchase.
Persons who have already tendered Shares in response to the Offer to
Purchase, and who do not wish to withdraw their tenders, are not required to
take any further action.
1. EXTENSION OF THE OFFER.
The Expiration Date as defined in Section 1, "Terms of the Offer;
Proration," of the Offer to Purchase is hereby amended to mean 12:00 midnight,
New York City time, Monday, June 24, 1996 unless the Purchaser shall have
further extended the period of time during which the Offer is open, in which
event the term "Expiration Date" shall refer to the latest time and date at
which the Offer, as so extended by the Purchaser, shall expire.
2. WAIVER OF CONDITIONS.
Section 1 and Section 13 of the Offer to Purchase provide that the
Purchaser may, in accordance with and subject to the limitations imposed by the
Merger Agreement, waive any condition to the Offer in the sole discretion of the
Purchaser. If the Purchaser waives a material condition to the Offer and the
Expiration Date is within five business days of public announcement of such
waiver, the Expiration Date will be extended to a date that is not less than
five business days from the date such waiver is publicly announced.
3. SUPPLEMENTAL INFORMATION CONCERNING THE COMPANY.
Set forth below is certain financial information and information regarding
projections which supplements and replaces the information set forth under the
headings "Financial Information" and "Certain Projections" under "Section 7.
Certain Information Regarding the Company" in the Offer to Purchase.
Financial Information. Set forth below is certain selected consolidated
financial data with respect to the Company and its subsidiaries excerpted or
derived from the audited consolidated financial statements contained in the
Company's Annual Report on Form 10-K for its fiscal year ended December 31, 1995
(the "Company 10-K") and the unaudited financial statements contained in the
Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1996
(the "Company 10-Q"). More comprehensive financial information is included in
the Company 10-K, the Company 10-Q and in other documents filed by the Company
with the Securities and Exchange Commission (which may be inspected or obtained
in the manner set forth in the Offer to Purchase), and the following data is
qualified in its entirety by reference to such reports and other documents and
all of the financial information (including any related notes) contained in the
Offer to Purchase or incorporated by reference.
1
<PAGE> 3
A+ NETWORK, INC.
SELECTED CONSOLIDATED FINANCIAL DATA
(IN THOUSANDS, EXCEPT UNIT, PER SHARE AND PER UNIT DATA)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
YEARS ENDED DECEMBER 31, MARCH 31,
--------------------------- ------------------
1993 1994 1995 1995 1996
------ ------- ------ ------- -------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenues:
Mobile communications.............................. $26,838 $38,659 $ 47,083 $10,049 $19,547
Telemessaging...................................... 10,065 11,227 11,359 2,757 2,887
------- ------- -------- ------- -------
Total revenues................................ 36,903 49,886 58,442 12,806 22,434
Costs of equipment sales........................... (4,563) (8,525) (6,490) (2,086) (2,219)
------- ------- -------- ------- -------
32,340 41,361 51,952 10,720 20,215
Costs and expenses:
Operating expenses................................. 16,796 20,723 26,943 2,460 4,595
Depreciation and amortization...................... 4,318 7,476 14,835 3,111 6,552
Selling............................................ 7,064 11,594 12,467 2,733 3,601
General and administrative......................... 4,625 5,096 7,175 4,693 7,680
Restructuring charges.............................. -- -- 669 -- 396
------- ------- -------- ------- -------
Total costs and expenses...................... 32,803 44,889 62,089 12,997 22,824
Operating loss......................................... (463) (3,528) (10,137) (2,277) (2,609)
Interest expense, net.................................. 816 547 3,708 373 3,106
Loss before extraordinary item......................... (1,280) (4,075) (13,845) (2,650) (5,715)
Extraordinary item..................................... (236) -- (607) -- --
------- ------- -------- ------- -------
Net loss............................................... $(1,516) $(4,075) $(14,452) $(2,650) $(5,715)
======= ======= ======== ======= =======
Loss before extraordinary item per share............... $ (.35) $ (.68) $ (2.03) $ (.44) $ (.56)
Extraordinary item per share........................... (.07) -- (.09) -- --
------- ------- -------- ------- -------
Loss per share......................................... $ (.42) $ (.68) $ (2.12) $ (.44) $ (.56)
======= ======= ======== ======= =======
Weighted average shares outstanding.................... 3,648 5,966 6,822 5,972 10,263
OTHER DATA:
Pager and voicemail units in service (at period
end)............................................. 126,976 216,199 529,450 228,733 569,841
EBITDA(1).......................................... 3,855 3,947 4,697 835 3,943
Cash provided by operating activities.............. 1,935 1,043 2,347 269 946
Capital expenditures............................... 7,302 19,098 12,396 1,815 7,668
Acquisition expenditures........................... 10,751 1,411 20,595 1,333 --
</TABLE>
<TABLE>
<CAPTION>
MARCH 31,
1996
---------
<S> <C> <C> <C> <C>
BALANCE SHEET DATA (AT PERIOD END):
Current assets...................................... $14,559 $10,287 $ 72,147 $ 67,896
Total assets........................................ 45,256 54,611 211,013 208,234
Total debt.......................................... 2,721 15,158 124,101 124,114
Shareholders' equity................................ 36,052 32,225 69,464 63,749
</TABLE>
- ---------------
(1) EBITDA consists of operating income plus depreciation and amortization.
EBITDA is a financial measure commonly used in the Company's industry and
should not be construed as an alternative to operating income (as determined
in accordance with generally accepted accounting principles ("GAAP")), as an
indicator of operating performance or as an alternative to cash flows from
operating activities (as determined in accordance with GAAP) or as a measure
of liquidity. EBITDA is also the primary financial measure by which the
Company's covenants are calculated under its bond indenture and bank loan
agreements. EBITDA does not represent funds available for dividends,
reinvestment or other discretionary activities.
2
<PAGE> 4
On October 24, 1995, the Company acquired Network Paging Corporation and
its wholly-owned subsidiaries ("Network") for approximately $12,000,000 in cash,
4,199,994 shares of restricted unregistered common stock valued at $50,801,100
and incurred related expenses of approximately $3,100,000. Concurrent with the
merger of the two companies, the Company changed its name to A+ Network, Inc.,
issued $125,000,000 of 11 7/8% Senior Subordinated Notes due 2005, redeemed
existing preferred stock of Network of $4,680,000 and retired existing
indebtedness of Network and the Company of approximately $12,200,000 and
$23,000,000, respectively. The following table is based on information set forth
in the Company 10-K and presents a summary of the unaudited pro forma
consolidated results of operations as if the Network acquisition had occurred on
January 1, 1994, with pro forma adjustments to give effect to the amortization
of goodwill, the issuance of the 11 7/8% Senior Subordinated Notes due 2005 (the
"Notes") and certain other adjustments, together with related income tax
effects. These pro forma results have been prepared for comparative purposes
only and do not purport to be indicative of the results of operations which
actually would have occurred had the acquisition and the issuance of the Notes
been made at the beginning of 1994 or of results which may occur in the future.
<TABLE>
<CAPTION>
1995 1994
------------ ------------
<S> <C> <C>
Total revenues................................ $ 87,153,000 $ 78,411,000
Loss before income taxes...................... (26,445,000) (26,394,000)
Net loss...................................... (26,445,000) (26,394,000)
Loss per share................................ $ (2.59) $ (2.60)
</TABLE>
Certain Projections. During the course of discussions between the
Purchaser and the Company that led to the execution of the Merger Agreement (see
Section 10 of the Offer to Purchase), the Company provided the Purchaser with
certain non-public business and financial information about the Company
including projections of net revenue and earnings before interest, taxes,
depreciation and amortization ("EBITDA") for 1996 (on a pro forma basis,
assuming that certain acquisitions were completed as of January 1, 1996) and for
1997. Based on these projections, the Purchaser's financial advisors presented
the following projections to the Purchaser's Board of Directors.
<TABLE>
<CAPTION>
1996 1997
----------- ------------
<S> <C> <C>
Net revenue....... $92,400,000 $110,800,000
EBITDA............ 23,910,000 30,910,000
</TABLE>
The Company does not as a matter of course make public any projections as
to future performance or earnings, and the projections set forth above are
included in this Supplement only because the information was provided to the
Purchaser. The information provided to the Purchaser was not prepared with a
view to public disclosure or compliance with published guidelines of the
Commission or the guidelines established by the American Institute of Certified
Public Accountants regarding projections. Neither the Purchaser nor the Company,
nor either of their financial advisors, assumes any responsibility for the
accuracy of these projections. While presented with numerical specificity, these
projections are based upon a variety of assumptions relating to the business of
the Company which may not be realized and are subject to significant
uncertainties and contingencies, all of which are difficult to predict and many
of which are beyond the control of the Company. These assumptions include,
without limitation, the Company's ability to continue to realize historical
internal growth rates, to close and integrate acquisitions that are currently
under definitive agreements and to realize operating margin improvements.
Although the Company believes that the assumptions underlying the projections
are reasonable, any of the assumptions could be inaccurate and the uncertainties
and contingencies referred to above may arise. Therefore there can be no
assurance that the projections will prove to be accurate. In light of the
significant uncertainties inherent in the projections included herein, the
inclusion of such information should not be regarded as a representation by the
Company, the Purchaser or any other person that the objectives and plans of the
Company will be achieved. There can be no assurance that the projections will be
realized, and actual results may vary materially and adversely from those shown.
3
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4. SUPPLEMENTAL INFORMATION REGARDING REPURCHASE OPTION.
Section 11 of the Offer to Purchase describes the terms of the Merger
Agreement, including (under the heading "Repurchase Option") certain provisions
regarding repurchase or disposition of Shares acquired by the Purchaser in the
event the Merger is not consummated. These provisions include the right of the
Company to repurchase Shares acquired by the Purchaser in the Offer in the
circumstances described in the Offer to Purchase, and the Company's and the
Purchaser's right to require an orderly distribution of the Shares acquired by
the Purchaser in other circumstances described in the Offer to Purchase. These
rights will have no effect on shareholders of the Company if the Merger is
ultimately consummated, because they only apply in circumstances where the
Merger is not consummated and the Merger Agreement is terminated. In any event,
they will not affect any shareholder whose Shares are tendered and purchased in
the Offer. If a shareholder retains Shares of the Company after the Offer and if
the Merger is not consummated, a shareholder might be affected indirectly in the
case of a repurchase of Shares by the Company as a result of the effect of the
repurchase on the Company's balance sheet, or in the case of an orderly
distribution of the Shares if the distribution were to affect the trading price
of Shares.
5. SUPPLEMENTAL INFORMATION REGARDING SHAREHOLDERS' AGREEMENT.
Section 11 of the Offer to Purchase describes the terms of the
Shareholders' Agreement, which gives the Purchaser the right to acquire Shares
owned by the Principal Shareholders in certain circumstances. The circumstances
in which the Shares of the Principal Shareholders could be acquired can be
summarized as follows:
(i) If the Offer is consummated, the Purchaser will contemporaneously
buy 40% of the Principal Shareholders' Shares, thereby resulting in those
shareholders having approximately the same percentage of their Shares purchased
as other shareholders.
(ii) The "Scenario I Option" gives the Purchaser the right to acquire
the balance of the Principal Shareholders' Shares not acquired as described in
clause (i) once FCC approval has been obtained and conditioned on the Purchaser
providing evidence of financing to make an offer to purchase certain Company
debt securities under a change of control clause that would be triggered if the
Purchaser acquired a majority of the Shares of the Company. This scenario would
come into play only in the circumstance that the Merger had not been approved by
the Company's shareholders prior to FCC approval.
(iii) In "Scenario II," the Shareholders' Agreement gives the Purchaser
the right to acquire between 40% and 49% of the outstanding Shares of the
Company from the Principal Shareholders in circumstances in which, due to there
being a competing acquisition proposal or an injunction, the Offer is not
consummated or shareholder approval is not obtained. Once FCC approval is
obtained, the Purchaser will, to the extent allowed by applicable law, begin a
new offer to the non-Principal Shareholders. If that tender offer is
consummated, the Purchaser can buy the remainder of the Principal Shareholders'
Shares. If that tender offer is not consummated, then the Purchaser may buy the
remainder of the Principal Shareholders' Shares and consummate the Merger. In
that case, the consideration to the non-Principal Shareholders becomes 40% cash
and 60% Purchaser Securities.
These scenarios will have no impact on Company shareholders whose Shares
are tendered and purchased pursuant to the Offer. For those shareholders who
retain Shares after the Offer, the effect is to substantially increase the
likelihood that the Merger will be effected. If any of these scenarios is
implemented fully, and the Merger is consummated, the effect will be that the
shareholders of the Company will have received, in the aggregate, cash for 40%
of the Shares and Merger Securities for 60% of the Shares.
6. SUPPLEMENTAL INFORMATION REGARDING FCC APPROVAL.
Section 14 of the Offer to Purchase notes (under the heading "FCC
Approval") that approval by the FCC is not a condition to the acquisition of
Shares under the Offer, but such approval must be obtained to consummate the
Merger. The Communications Act of 1934, as amended, requires FCC approval only
for assignments of FCC authorizations or for transfers of control of
corporations holding such authorizations.
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47 U.S.C. sec.310(d). Under the terms and conditions of the Merger Agreement,
the Purchaser can have neither de jure control of the Company (50% or more of
the votes) nor de facto control (control in practical effect) until FCC approval
has been obtained and the Merger is consummated. Thus, in accordance with these
provisions, completion of the Offer will not involve any action requiring FCC
approval. However, completion of the Merger will require FCC approval.
Therefore, completion of the Offer is not conditioned on FCC approval while the
Merger is conditioned on such approval.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATION ON BEHALF OF THE PURCHASER NOT CONTAINED IN THE OFFER TO
PURCHASE, THIS SUPPLEMENT OR IN THE LETTER OF TRANSMITTAL AND, IF GIVEN OR MADE,
SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED ON AS HAVING BEEN
AUTHORIZED.
METROCALL, INC.
June 18, 1996
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<PAGE> 7
Manually signed facsimile copies of the previously delivered Letter of
Transmittal will be accepted. The Letter of Transmittal and certificates for
Shares and any other required documents should be sent or delivered by each
shareholder or his broker, dealer, commercial bank, trust company or other
nominee to the Depositary at one of its addresses set forth below:
The Depositary for the Offer is:
THE BANK OF NEW YORK
<TABLE>
<CAPTION>
BY: MAIL BY FACSIMILE TRANSMISSION: BY HAND OR OVERNIGHT COURIER:
<S> <C> <C>
Tender & Exchange (212) 815-6213 Tender & Exchange
Department Department
P.O. Box 11248 Confirm by Telephone: 101 Barclay Street
Church Street Station (800) 507-9357 Receive and Deliver Window
New York, NY 10286-1248 New York, NY 10286
</TABLE>
Any questions and requests for assistance or additional copies of this
Supplement, the Offer to Purchase and the Letter of Transmittal may be directed
to the Information Agent at its addresses and telephone numbers set forth below.
Shareholders may also contact their broker, dealer, commercial bank or trust
company for assistance concerning the Offer.
The Information Agent for the Offer is:
[GEORGESON & COMPANY INC. LOGO]
WALL STREET PLAZA
NEW YORK, NEW YORK 10005
BANKS AND BROKERS CALL COLLECT (212) 440-9800
CALL TOLL-FREE: (800) 223-2064
The Dealer Manager for the Offer is:
WHEAT FIRST BUTCHER SINGER
Riverfront Plaza
901 East Byrd Street
Richmond, Virginia 23219
CALL TOLL-FREE: (800) 826-2804
