<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
METROCALL, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
591 647 10 2
(CUSIP Number)
UBS CAPITAL LLC
299 PARK AVENUE
NEW YORK, NEW YORK 10171
ATTN: MR. MICHAEL GREENE
(212) 821-6380
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
COPIES TO:
NANCY FUCHS, ESQ.
KAYE, SCHOLER, FIERMAN, HAYS & HANDLER, LLP
425 PARK AVENUE
NEW YORK, NEW YORK 10022
(212) 836-8000
DECEMBER 18, 1996
(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 [ ].
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.
Page 1 of 15 pages.
Exhibit Index on page 15
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 591 647 10 2 PAGE 2 OF 15 PAGES
- -------------------------------------------------------------------------------
NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
1
UBS Capital LLC
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) / /
(b) / /
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
SOURCE OF FUNDS (SEE INSTRUCTIONS)
4
AF, WC
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
- -------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- -------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,544,019 shares of Common Stock, including
BENEFICIALLY 1,088,654 shares of Common Stock subject to
OWNED BY the Warrants described herein
EACH -------------------------------------------------------
REPORTING 8 SHARED VOTING POWER
PERSON -0-
WITH -------------------------------------------------------
SOLE DISPOSITIVE POWER
9 1,544,019 shares of Common Stock, including
1,088,654 shares of Common Stock subject to
the Warrants described herein
-------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- -------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
11 1,544,019 shares of Common Stock, including
1,088,654 shares of Common Stock subject to
the Warrants described herein
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)/ /
- -------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW (11)
13 Approximately 6.04% (based on 24,478,295 shares
outstanding on November 15,
1996)
- -------------------------------------------------------------------------------
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
14
OO
- -------------------------------------------------------------------------------
<PAGE> 3
ITEM 1. SECURITY AND ISSUER
This Statement relates to the common stock, $.01 par value
(the "Common Stock") of Metrocall, Inc. (the "Issuer"). The shares of Common
Stock reported in this statement include 1,088,654 shares of Common Stock
purchasable pursuant to certain presently exercisable warrants, dated November
15, 1996 (the "Warrants"), issued to UBS Capital LLC, a limited liability
company organized under the laws of the State of Delaware, by the Issuer. The
principal executive offices of the Issuer are located at 6677 Richmond Highway,
Alexandria, Virginia 22306.
ITEM 2. IDENTITY AND BACKGROUND
(a) This Statement constitutes the filing on Schedule 13D by
UBS Capital LLC, a Delaware limited liability company ("UBS"). A list of the
directors and executive officers of UBS appears on Appendix 1.
UBS Securities LLC, a Delaware limited liability company ("UBS
Securities") owns 99% of the membership interests of UBS. Union Bank of
Switzerland, a company organized under the laws of Switzerland ("Union Bank of
Switzerland") owns 95% of the membership interests of UBS Securities. Union Bank
of Switzerland is principally engaged in the general banking business and UBS
Securities is principally engaged in the securities and investment banking
businesses. A list of the managers and executive officers of UBS Securities and
the directors and executive officers of Union Bank of Switzerland appears on
Appendix 1.
(b) The address of the principal business office of UBS is as
follows:
Reporting Person Address
UBS Capital LLC 299 Park Avenue
New York, New York 10171
The address of each of the managers and executive officers of
UBS is c/o UBS Capital LLC, 299 Park Avenue, New York, New York 10171. The
address of each of the managers and executive officers of UBS Securities is c/o
UBS Securities LLC, 299 Park Avenue, New York, New York 10171. The address of
each of the directors and executive officers of Union Bank of Switzerland is c/o
Union Bank of Switzerland, Bahnhofstrasse 45, 8021 Zurich, Switzerland.
(c) The present principal occupation or employment of each of
the managers and executive officers of each of UBS and UBS Securities and each
of the directors and executive officers of Union Bank of Switzerland are set
forth on Appendix 1.
(d) During the past five years, neither UBS, UBS Securities
nor Union Bank of Switzerland nor, to the knowledge of UBS, any of the executive
officers or managers of UBS or UBS Securities or any of the executive officers
or directors of Union Bank of Switzerland, has been convicted in a criminal
proceeding (excluding traffic violations and similar misdemeanors).
Page 3 of 15 pages.
<PAGE> 4
(e) During the past five years, neither UBS, UBS Securities
nor Union Bank of Switzerland nor, to the knowledge of UBS, any of the executive
officers or managers of UBS or UBS Securities or the executive officers or
directors of Union Bank of Switzerland has been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction as a result of which
such person was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
and state securities laws or finding any violation with respect to such laws.
(f) Each of UBS and UBS Securities is a Delaware limited
liability company. To the knowledge of UBS, each executive officer and manager
of each of UBS and UBS Securities is a citizen of the United States, except for
Pierre de Weck, a member of the Board of Managers of UBS Securities, who is a
citizen of Switzerland. Union Bank of Switzerland is a bank organized under the
laws of Switzerland. To the knowledge of UBS, none of the executive officers and
directors of Union Bank of Switzerland are citizens of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
UBS purchased an aggregate of 455,365 shares of Common Stock
for total consideration (including brokerage commissions) of $2,167,537. UBS
utilized funds for such purpose from its working capital.
Pursuant to a unit purchase agreement dated as of November 15,
1996, among the Issuer, UBS and certain other investors, UBS purchased Warrants
to purchase 1,088,654 shares of Common Stock as part of units containing one
share of Series A Convertible Preferred Stock (a "Preferred Share") and one
Warrant to purchase 18.266 shares of Common Stock at an exercise price per share
of $7.40 ("Units"), for total consideration of $14,900,000, of which a de
minimis amount was allocated to the purchase of the Warrants. UBS obtained funds
for such purpose from an affiliated entity.
If the Warrants are exercised, UBS intends to obtain the funds
to pay for the shares of Common Stock to be purchased thereunder from various
sources, including, without limitation, from working capital and/or from
affiliated entities.
ITEM 4. PURPOSE OF TRANSACTION
UBS purchased the shares of Common Stock and the Warrants for
investment purposes.
(a) UBS may, for investment purposes, acquire additional
shares of Common Stock (subject to availability at prices deemed favorable) in
the open market, in private transactions or otherwise. UBS has no current plans
to dispose of its shares of Common Stock in the near future, but possesses
registration rights with respect to the shares of Common Stock purchasable upon
exercise of the Warrants. See Exhibit 4.
(b) Not applicable.
Page 4 of 15 pages.
<PAGE> 5
(c) Not applicable.
(d) UBS has the right to appoint one of eleven members of the
Issuer's Board of Directors.
(e) Not applicable.
(f) Not applicable.
(g) The Preferred Shares become convertible into Common Stock
upon the occurrence of certain change of control events. In addition, certain
change of control events require an affirmative vote or written consent of the
holders of a majority of the then outstanding Preferred Shares. See Exhibit 2.
(h) Not applicable.
(i) Not applicable.
(j) Not applicable.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) UBS is the beneficial owner of 1,544,019 shares of Common
Stock, including 1,088,654 shares of Common Stock subject to the Warrants
described herein, or approximately 6.04% of the issued and outstanding shares of
common stock of the Issuer as of November 15, 1996. The Warrants are exercisable
at any time through and including November 15, 2001.
The Preferred Shares held by UBS are convertible into shares
of Common Stock commencing on November 15, 2001 or upon the occurrence of
certain change of control events. See Exhibit 3. Accordingly, UBS is not
currently the beneficial owner of shares of Common Stock which it may receive
upon conversion of Preferred Shares.
UBS Securities and Union Bank of Switzerland, through their
direct and indirect ownership interests in UBS, may be deemed to be the indirect
beneficial owners of such 1,544,019 shares of Common Stock. Union Bank of
Switzerland may also be deemed to be the beneficial owner of 250 shares of
Common Stock held by Banco de Lugano, a wholly-owned Swiss subsidiary of Union
Bank of Switzerland, for the account of a client.
(b) UBS has the sole power to vote the 455,365 shares of
Common Stock, and upon exercise of the Warrants, will have the sole power to
vote the 1,088,654 shares acquired thereby. Prior to exercise, the Warrants are
not accorded any voting rights.
(c) During the past sixty (60) days, UBS has engaged in the
following transactions in shares of Common Stock:
Page 5 of 15 pages.
<PAGE> 6
<TABLE>
<CAPTION>
Amount of Shares
Date of Transaction of Common Stock Involved Price Per Share
- ------------------- ------------------------ ---------------
<S> <C> <C>
11/15/96 1,088,654* *
12/12/96 5,600 $3.81
12/17/96 5,600 $4.50
12/17/96 5,000 $4.56
12/18/96 300 $4.50
12/18/96 10,000 $4.56
12/18/96 148,350 $4.63
12/18/96 7,579 $4.69
12/18/96 68,000 $4.75
12/18/96 5,000 $4.81
12/19/96 7,400 $4.75
12/19/96 11,400 $4.81
12/19/96 44,000 $4.88
12/20/96 23,300 $4.75
12/23/96 2,500 $4.63
12/23/96 44,500 $4.69
12/23/96 66,836 $4.75
</TABLE>
Except as indicated, all transactions involved purchases of
shares of Common Stock on the Nasdaq National Market. Such purchases of Common
Stock were made by UBS Securities, as agent for UBS and do not include
commissions paid by UBS.
Except as set forth above, neither UBS nor, to the best
knowledge of UBS, any person identified in Item 2, beneficially owns any shares
of Common Stock or has effected any transaction in shares of Common Stock during
the preceding 60 days.
- --------
* Purchase of Warrants to purchase 1,088,654 shares of Common Stock as part of
Units purchased from the Issuer in a private transaction. The purchase price
for each Unit was $250.00, of which a de minimis amount was allocated to the
purchase of the Warrants.
Page 6 of 15 pages.
<PAGE> 7
(d) To the best knowledge of UBS, no person other than UBS,
UBS Securities or Union Bank of Switzerland has the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of,
the shares of Common Stock or the shares of Common Stock issuable upon exercise
of the Warrants.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
THE COMMON STOCK OF THE ISSUER
To the best knowledge of UBS, except as set forth herein or in
the Exhibits filed herewith, neither UBS, UBS Securities nor Union Bank of
Switzerland nor any of the managers, directors or executive officers of UBS, UBS
Securities or Union Bank of Switzerland has any contracts, arrangements,
understandings or relationships (legal or otherwise) with any person with
respect to any securities of the Issuer, including, but not limited to, transfer
or voting of any securities of the Issuer, finder's fees, joint ventures, loan
or option arrangements, puts or calls, guarantees or profits, division of
profits or loss or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
1. Unit Purchase Agreement dated as of November 15, 1996 among
the Issuer, UBS and Certain Other Purchasers*
2. Certificate of Designation, Numbers, Powers, Preferences and
Relative, Participating, Optional and Other Rights of Series A
Convertible Preferred Stock of the Issuer*
3. Warrant Agreement dated as of November 15, 1996 between the
Issuer and The First National Bank of Boston, Warrant Agent*
4. Registration Rights Agreement dated as of November 15, 1996
between the Issuer, UBS and the other Purchasers identified
therein*
- --------
* Incorporated by reference to the Issuer's Current Report on Form 8-K
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934,
filed as of November 21, 1996.
Page 7 of 15 pages.
<PAGE> 8
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.
Dated as of December 27, 1996
UBS CAPITAL LLC
By: /s/ Justin Maccarone
--------------------------------
Name: Justin Maccarone
Title: Managing Director
By: /s/ George Duarte
--------------------------------
Name: George Duarte
Title: Managing Director
Page 8 of 15 pages.
<PAGE> 9
APPENDIX 1
UBS CAPITAL LLC
BOARD OF MANAGERS
Richard C. Capone
Charles J. Delaney
Robert C. Dinerstein
Justin S. Maccarone
OFFICERS
<TABLE>
<CAPTION>
<S> <C>
Charles J. Delaney President and Chief Executive Officer
Robert C. Dinerstein Senior Managing Director and Secretary
Michael Greene Managing Director
Justin S. Maccarone Managing Director
David Daniels Managing Director
George A. Duarte Managing Director
Charles Santos-Buch Managing Director
Marc Unger Chief Financial Officer
Renata Jacobson Vice President
Jeffrey W. Wald Vice President
Ruth Webster Assistant Treasurer
David Drabik Assistant Treasurer
Sandra Costin Assistant Secretary
Barbara A. Blanck Assistant Secretary
</TABLE>
Page 9 of 15 pages.
<PAGE> 10
UBS SECURITIES LLC
BOARD OF MANAGERS
Richard C. Capone
Pierre de Weck
John P. Costas
Marc K. Suvall
EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
<S> <C>
Capone, Richard C. President
Bozian, Alan G. Senior Managing Director
Costas, John P. Senior Managing Director
Goldstein, A. Ramy Senior Managing Director
Rodman, Andrew O. Senior Managing Director
Rosasco, Mark Senior Managing Director
Snow, Michael Senior Managing Director
Suvall, Marc K. Senior Managing Director
Ajello, James A. Managing Director
Ali, Mir Syed Managing Director
Allen, Michael J. Managing Director
Allen, Thomas Managing Director
Anikewich, Stephen Managing Director
Apfel, Ronny I. Managing Director
Barrett, Richard James Managing Director
Benjamin, Jeffrey D. Managing Director
Bhattacharya, Mihir Managing Director
Blackhurst, W. Robin Managing Director
Botts, Theodore Managing Director
Brennan, Martin A. Managing Director
Brown, John Managing Director
Burns, Gordon M. Managing Director
Burstein, Alan N. Managing Director
Cardew, Piers A. Managing Director
Clark, John W. Managing Director
Cooke, John Managing Director
Copeland, James R. Managing Director and Secretary
Croonenberghs, Olivier Managing Director
Cucchissi, Paul G. Managing Director
Cutillo, Thomas J. Managing Director
Daum, Robert C. Managing Director
Delaney, Charles J. Managing Director
DeVerna, Robert J. Managing Director
Donatelli, Mike M. Managing Director
</TABLE>
Page 10 of 15 pages.
<PAGE> 11
<TABLE>
<CAPTION>
<S> <C>
Duarte, George Managing Director
Dudack, Gail Managing Director
Ellman, Mark Managing Director
Fennebresque, Kim S. Managing Director
Feuille, James Managing Director
Finnell, Michael H. Managing Director
Francis, Mark C. Managing Director
Frey, Johannes Managing Director
Frieman, Adam Managing Director
Frumberg, Charles Managing Director
Gamarci, Jorge L. Managing Director
Ginsberg, Alan Managing Director
Gonye, Lori Managing Director
Grace, Howard Eden Managing Director
Gray, Donald M. Managing Director
Grayson, Matthew Managing Director
Greene, Michael Managing Director
Hall, Carey Managing Director
Handjinicolaou, George Managing Director
Hanley, Thomas H. Managing Director
Harnik, Peter L. Managing Director
Hatch, Edward T. Managing Director
Hradsky, Gregory T. Managing Director
Hutchins, Michael T. Managing Director
Jones, Steven M Managing Director
Kaestli, Urs Managing Director
Kantowitz, Robert Managing Director
Kaplan, Joel Managing Director
Karl, Kenneth J. Managing Director
Kaye, Joan B. Managing Director
Kenney, David A. Managing Director
Kilberg, Gary Managing Director
Klimley, Brooks J. Managing Director
Lefever, David M. Managing Director
Lewis, Meriwether F. Managing Director
Long, Martin Managing Director
MacCallum, David H. Managing Director
Maccarone, Justin Managing Director
Mahaffy, Michael T. Managing Director
McCulley, Paul Managing Director
McLendon, Charles Managing Director
Meltzer, Linda B. Managing Director
Nau, Robert Andrew Managing Director
Navarro, Samuel E. Managing Director
Neely, K.Dean Managing Director
</TABLE>
Page 11 of 15 pages.
<PAGE> 12
<TABLE>
<CAPTION>
<S> <C>
O'Reilly, Kevin Managing Director
O'Rourke, John M Managing Director
Okun, Robert B. Managing Director
Ostro, Marc J. Managing Director
Pedhazur, Hadar Managing Director
Pittarelli, Ernest A. Managing Director
Price, John Managing Director
Quinn, Norman P. Managing Director
Renfield-Miller, Douglas Managing Director
Rye, Manit Managing Director
Schafrann, Richard Managing Director
Schwartz, Simeon Managing Director
Selig, Stefan Managing Director
Skwarek, Lucia Managing Director
Smith, Gerard L. Managing Director
Spooner, Roger Managing Director
Stachnik, James J. Managing Director
Steiner, Barbara T. Managing Director
Steuerer, Michael G. Managing Director
Sunderland, Donald N. Managing Director
Testwuide IV, Konrad Managing Director
Thalheim, Neil Managing Director
Thaw, Mitchell A. Managing Director
Wargnier, Paul G. Managing Director
Wells Jr., Edwin Managing Director
White, Brenda Managing Director
Whitworth, David T. Managing Director
Widas, Bruce J. Managing Director
Williams, W. Daniel Managing Director
Willis, Steven Managing Director
Wilson, Timothy Managing Director
Wilton, Pamela Managing Director
Wolf, Robert Managing Director
Wolfe, Stephen W. Managing Director
Woolfrey Sr., William James Managing Director
Zimmer, Janet Managing Director and Assistant Secretary
</TABLE>
Page 12 of 15 pages.
<PAGE> 13
UNION BANK OF SWITZERLAND
BOARD OF DIRECTORS
<TABLE>
<CAPTION>
<S> <C>
Robert Studer* Schonenberg, Chairman
Hans Heckmann* Schlieren, Vice Chairman
Markus Kundig* Zug, Vice Chairman, Publisher
Marc C. Cappis Herisau, Managing Director of Huber + Suhner Ltd., Herisau
AR/Pfaffikon ZH
Fritz Fahrni Islikon, President of the Corporate Executive Management of Sulzer
Ltd., Winterthur
Kurt E. Feller Wollerau, Managing Director and Chief Executive Officer of Rieter
Holding Ltd., Winterthur
Charles R. Firmenich Genthod, Vice Chairman of the Board of Firmenich (International)
SA, Geneva
Hannes Goetz* Ruschlikon, Chairman of the Board of Swissair, Zurich Airport
Hans K. Jucker Kusnacht, Chairman of the Board of Alusuisse-Lonza Holding Ltd.,
Zurich
Reto Mengiardi Chur, Attorney and Notary Public
Rolf A. Meyer* Basle, Chief Financial Officer and Member of the Executive
Committee of Ciba-Geigy Ltd., Basle
Anne-Lise Monnier-Blaile Gland, Pharmacist and Chairwoman of the Board of Ofac, Geneva
Andreas Reinhart* Winterthur, Chairman of the Board of Volkart Brothers Holding Ltd.,
Winterhur
Maria Reinshagen Zurich, Vice President of Christie's (International) SA Switzerland
Rene K. Ruepp Pfaffhausen, Chairman of the Board and Chief Executive Officer of
Forbo Holding SA, Eglisau
Alfred N. Schindler* Hergiswil, Vice Chairman and Chief Executive Officer of Schindler
Holding AG, Hergiswil
Johann-Niklaus Schneider- Langenthal, Chairman of the Board and Managing Director
Ammann of the Ammann Group, Langenthal
Manfred Zobl Ruschlikon, Chairman of the Corporate Executive Board of Swiss
Life/Rentenanstalt, Zurich
Franz Lusser Zug, Secretary of Union Bank of Switzerland
</TABLE>
*Member of the Board of Directors Committee
Page 13 of 15 pages.
<PAGE> 14
UNION BANK OF SWITZERLAND
GROUP EXECUTIVE BOARD
<TABLE>
<CAPTION>
<S> <C>
Mathis Cabiallavetta President of the Group Executive Board
Werner Bonadurer Executive Vice President
Arthur Decurtins Executive Vice President
Ulrich Grete Executive Vice President
Felix Fischer Executive Vice President
Stephan Haeringer Executive Vice President
Karl Janjori Executive Vice President
Pierre de Weck Executive Vice President
</TABLE>
Page 14 of 15 pages.
<PAGE> 15
Index to Exhibits
<TABLE>
<CAPTION>
EXHIBIT PAGE NO. IN
SEQUENTIAL
NUMBERING SYSTEM
----------------
<S> <C> <C>
1. Unit Purchase Agreement dated as of November 15, 1996
among the Issuer, UBS and Certain Other Purchasers*
2. Certificate of Designation, Numbers, Powers, Preferences and
Relative, Participating, Optional and Other Rights of Series A
Convertible Preferred Stock of the Issuer*
3. Warrant Agreement dated as of November 15, 1996 between
the Issuer and The First National Bank of Boston, Warrant
Agent*
4. Registration Rights Agreement dated as of November 15, 1996
between the Issuer, UBS and the other Purchasers identified
therein*
</TABLE>
- --------
* Incorporated by reference to the Issuer's Current Report on Form 8-K
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934,
filed as of November 21, 1996.
Page 15 of 15 pages.
