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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 15, 1997.
REGISTRATION NO. 333-31719
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
AMENDMENT NO. 2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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METROCALL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C> <C>
DELAWARE 4812 54-1215634
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
</TABLE>
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6677 RICHMOND HIGHWAY
ALEXANDRIA, VIRGINIA 22306
(703) 660-6677
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
WILLIAM L. COLLINS, III
CHIEF EXECUTIVE OFFICER
METROCALL, INC.
6677 RICHMOND HIGHWAY
ALEXANDRIA, VIRGINIA 22306
(703) 660-6677
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
------------------------
With a copy to:
GEORGE P. STAMAS, ESQ.
WILMER, CUTLER & PICKERING
2445 M STREET, N.W.
WASHINGTON, D.C. 20037
(202) 663-6000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: From time to time after the effective date of this Registration
Statement.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] _______
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] _______
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
=========================================================================================================
PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT OFFERING AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE PRICE PER OFFERING REGISTRATION
TO BE REGISTERED REGISTERED SHARE(1) PRICE FEE
- ---------------------------------------------------------------------------------------------------------
Common Stock, par value $0.01 per share.............. 7,497,458 $5.03 $37,721,586 $11,431(2)
=========================================================================================================
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(1) Estimated pursuant to Rule 457(c) solely for the purpose of calculating the
registration fee, based upon the average of the high and low prices per
share of Metrocall, Inc. common stock, par value $.01 per share, on July 14,
1997, as reported on the Nasdaq Stock Market's National Market.
(2) Previously paid.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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PROSPECTUS
METROCALL, INC.
7,497,458 SHARES OF COMMON STOCK
------------------------
This Prospectus relates to the resale of up to an aggregate of 7,497,458
shares of common stock, $.01 par value per share (the "Shares" or "Common
Stock") of Metrocall, Inc. ("Metrocall" or the "Company"). Of the 7,497,458
shares, 3,997,458 shares were issued to Page America Group, Inc. (the "Selling
Stockholder") and up to 3,500,000 shares are issuable to the Selling Stockholder
upon conversion of the 1,500 shares of Metrocall Series B Junior Convertible
Preferred Stock ("Series B Preferred Stock") issued in connection with the
acquisition of substantially all the assets of the Selling Stockholder, Page
America of New York, Inc., Page America of Illinois, Inc., Page America
Communications of Indiana, Inc. and Page America of Pennsylvania, Inc.
(collectively "Page America"). The Shares may be sold from time to time by the
Selling Stockholder in privately negotiated transactions, in brokers'
transactions, to market makers or in block placements, at market prices
prevailing at the time of sale or at prices otherwise negotiated. See "Selling
Stockholder" and "Plan of Distribution."
The Company will not receive any of the proceeds from the sale of the
shares being sold by the Selling Stockholder. The Company has agreed to bear the
expenses incurred in connection with the registration of the Shares. The Selling
Stockholder will pay or assume brokerage commissions or similar charges incurred
in the sale of the 3,500,000 shares of Common Stock upon conversion of the 1,500
shares of Series B Preferred Stock. The Company will pay or assume brokerage
commissions or similar charges incurred in the sale of the 3,997,458 shares of
Common Stock.
The Company's Common Stock is traded on the Nasdaq National Market (the
"NNM") under the symbol "MCLL." On July 18, 1997, the last reported sale price
of the Common Stock was $5.25 per share, as reported by the NNM.
------------------------
THE SECURITIES TO BE ISSUED PURSUANT TO THIS PROSPECTUS HAVE NOT BEEN APPROVED
OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------
SEE "RISK FACTORS," BEGINNING ON PAGE 4, FOR INFORMATION THAT SHOULD BE
CONSIDERED REGARDING THE SECURITIES OFFERED HEREBY.
------------------------
The date of this Prospectus is August 18, 1997.
<PAGE> 3
AVAILABLE INFORMATION
Metrocall is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements, and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements, and other information may be inspected and copied at the offices of
the Commission, Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549, and the Regional Offices of the Commission in Chicago, Illinois at
Northwestern Atrium Center, 500 W. Madison, Suite 1400, Chicago, Illinois 60661
and in New York, New York at 7 World Trade Center, Suite 1300, New York, New
York 10048. Such information may also be accessed on the internet at
http://www.sec.gov. Copies of such materials may be obtained from the Public
Reference Section of the Commission at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates.
Metrocall has filed with the Commission a registration statement (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), on Form S-3 with respect to the securities offered hereby.
This Prospectus does not contain all of the information set forth in the
Registration Statement and the exhibits thereto, certain parts of which are
omitted in accordance with the rules of the Commission. Statements made in this
Prospectus as to the contents of any contract, agreement, or other document
referred to are not necessarily complete; with respect to each such contract,
agreement, or other document filed as an exhibit to the Registration Statement,
reference is made to the exhibit for a more complete description of the matter
involved, and each such statement shall be qualified in its entirety by such
reference. The Registration Statement and any amendments thereto, including
exhibits filed as part thereof, are available for inspection and copying at the
Commission's offices as described above.
------------------------
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
Metrocall incorporates herein by reference the following documents filed by
it with the Commission (File No. 0-21924) pursuant to the Exchange Act: (i) its
Annual Report on Form 10-K for the year ended December 31, 1996, as amended;
(ii) its Quarterly Report on Form 10-Q for the quarter ended March 31, 1997;
(iii) its Quarterly Report on Form 10-Q for the quarter ended June 30, 1997;
(iv) the financial statements of Parkway Paging, Inc., O.R. Estman, Inc. and
Dana Paging, Inc., A+ Network, Inc. and Network Paging Corporation contained in
its Current Report on Form 8-K filed on September 13, 1996 and amended on
October 1, 1996; (v) its Current Report on Form 8-K filed on July 14, 1997; (vi)
its Current Report on Form 8-K filed on August 12, 1997; and (vii) its Proxy
Statement for the Annual Meeting of Stockholders held on May 7, 1997.
All documents filed by Metrocall pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering of the shares offered by this Prospectus shall
be deemed to be incorporated by reference in this Prospectus and to be part
hereof from the date of filing of such documents. All information appearing in
this Prospectus is qualified in its entirety by the information and financial
statements (including notes thereto) appearing in the documents incorporated by
reference herein.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be modified or superseded, for purposes
of this Prospectus, to the extent that a statement contained herein or in any
subsequently filed document that is deemed to be incorporated herein modifies or
supersedes any such statement. Any statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE THAT ARE NOT PRESENTED
HEREIN OR DELIVERED HEREWITH. METROCALL HEREBY UNDERTAKES TO PROVIDE WITHOUT
CHARGE TO EACH PERSON, INCLUDING ANY BENEFICIAL OWNER, TO WHOM A COPY OF THIS
PROSPECTUS HAS BEEN DELIVERED, ON WRITTEN OR ORAL REQUEST OF ANY SUCH PERSON, A
COPY OF ANY AND ALL OF THE DOCUMENTS REFERRED TO ABOVE THAT HAVE BEEN OR MAY BE
INCORPORATED INTO THIS PROSPECTUS BY REFERENCE, OTHER THAN EXHIBITS TO SUCH
DOCUMENTS (UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE INTO
SUCH DOCUMENTS). DOCUMENTS ARE AVAILABLE UPON REQUEST FROM METROCALL, INC., 6677
RICHMOND HIGHWAY, ALEXANDRIA, VIRGINIA 22306, ATTENTION: SHIRLEY B. WHITE,
ASSISTANT SECRETARY, TELEPHONE NUMBER 703-660-6677.
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THE COMPANY
Metrocall had 2,332,006 pagers in service at June 30, 1997, and is the
fifth largest paging company in the United States, providing local, regional and
nationwide paging and other wireless messaging services. Metrocall currently
operates regional and nationwide paging networks throughout the United States
and has historically concentrated its selling efforts in five operating regions:
(i) the Northeast (Massachusetts through Delaware); (ii) the Mid-Atlantic
(Maryland and the Washington, D.C. metropolitan area); (iii) the Southeast
(including Virginia, the Carolinas, Georgia, Florida, Alabama, Louisiana,
Mississippi and Tennessee); (iv) the Southwest (primarily Texas); and (v) the
West (California, Nevada and Arizona). Through the Metrocall Nationwide Wireless
Network, Metrocall provides paging services in all 50 states and approximately
1,000 U.S. cities which include the top 100 Standard Metropolitan Statistical
Areas. On July 1, 1997, Metrocall acquired substantially all the assets of Page
America, which added approximately 200,000 subscribers. On a combined basis (pro
forma for acquisition of the Page America assets), Metrocall services a total
subscriber base consisting of more than 2.5 million units in service. On August
8, 1997, Metrocall entered into a definitive merger agreement with ProNet Inc.
("ProNet"). Under that agreement ProNet will, subject to satisfaction of the
terms and conditions of the agreement, merge into Metrocall ("the ProNet
Merger"). The surviving corporation is expected to be the second largest paging
company in the United States with over 4 million subscribers on a pro forma
basis.
Metrocall was organized as a Delaware corporation in October 1982.
Metrocall Common Stock is traded on the NNM under the symbol "MCLL." Metrocall's
principal executive offices are located at 6677 Richmond Highway, Alexandria,
Virginia 22306 and its telephone number is (703) 660-6677.
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RISK FACTORS
In evaluating an investment in the Common Stock, prospective purchasers
should carefully consider the following factors as well as the other matters
discussed in this Prospectus.
SUBSTANTIAL INDEBTEDNESS OF METROCALL
At June 30, 1997, Metrocall had outstanding approximately $349.3 million in
indebtedness consisting of bank loans, senior subordinated notes, mortgage
indebtedness and capital leases. Metrocall has a credit facility (the "Metrocall
Credit Facility") in the principal amount of $375 million (of which $189.9
million was drawn as of June 30, 1997 and is included in the incurred
indebtedness described above) subject to the limitations described below. On
July 1, 1997, Metrocall incurred additional indebtedness in connection with the
acquisition of Page America of approximately $26 million (financed under the
Metrocall Credit Facility) including transaction fees and expenses (the "Page
America Acquisition"). Pursuant to the ProNet Merger, Metrocall will assume
ProNet's $100 million principal amount of 11 7/8% senior subordinated notes and
will refinance ProNet's existing secured bank debt from borrowings under the
Metrocall Credit Facility. Metrocall also has issued and outstanding $39.9
million stated value of the Series A Convertible Preferred Stock (the "Series A
Preferred Stock"), the terms of which will require Metrocall to pay dividends,
in cash or additional shares of Series A Preferred Stock, at the rate of 14% per
year. Metrocall is required to redeem all outstanding shares of Series A
Preferred Stock (including dividend shares) in November 2008 unless the holders
have previously converted such shares to Common Stock. As part of the
consideration for the Page America Acquisition, Metrocall issued 1,500 shares of
Series B Preferred Stock. Each share of Series B Preferred Stock will have a
stated value of $10,000 per share. The Series B Preferred Stock carries a
dividend of 14% of the stated value per share, payable semi-annually in cash or
in additional shares of Series B Preferred Stock, at Metrocall's option. The
Series B Preferred Stock must be redeemed in July 2009 for an amount equal to
the stated value, plus accrued and unpaid dividends. Metrocall also expects to
incur additional indebtedness (in the form of draws on the Metrocall Credit
Facility or otherwise) to meet working capital needs, in connection with future
acquisitions, or for other purposes. However, the ability to incur additional
indebtedness (including draws on the Metrocall Credit Facility) is subject to
certain limitations in the agreements relating to existing indebtedness and the
terms of the Series A Preferred Stock and Series B Preferred Stock.
Metrocall is presently able to incur approximately $74.8 million of
additional indebtedness based on its operating results through June 30, 1997
(after giving pro forma effect to the Page America Acquisition) and will be able
to incur additional indebtedness upon closing of the ProNet Merger since
ProNet's operating cash flow can be used to support such borrowings. This
substantial indebtedness, along with the net losses and working capital deficits
sustained by Metrocall in recent periods, will have consequences for Metrocall,
including the following: (i) the ability of Metrocall to obtain additional
financing for working capital, capital expenditures, debt service requirements
or other purposes may be impaired; (ii) a substantial portion of Metrocall's
cash flow from operations will be required to be dedicated to the payment of
Metrocall's interest expense; (iii) indebtedness under the Metrocall Credit
Facility bears interest at floating rates, which will cause Metrocall to be
vulnerable to increases in interest rates; (iv) Metrocall may be more highly
leveraged than companies with which it competes, which may place it at a
competitive disadvantage; and (v) Metrocall may be more vulnerable in the event
of a downturn in its business or in general economic conditions. See "-- History
of Net Losses." Moreover, the ability of Metrocall to meet its debt service and
other obligations (including compliance with financial covenants) will be
dependent upon the future performance of Metrocall and its cash flows from
operations, which will be subject to financial, business and other factors,
certain of which are beyond its control, such as prevailing economic conditions.
No assurance can be given that, in the event Metrocall were to require
additional financing, such additional financing would be available on terms
permitted by agreements relating to existing indebtedness or otherwise
satisfactory to Metrocall.
CHALLENGES OF BUSINESS INTEGRATION
Acquisitions that Metrocall has recently completed or announced require or
will require integration of each company's development, administrative, finance,
sales and marketing organizations, as well as the integration of each company's
communication networks and the coordination of their sales efforts. Further,
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each company's customers will need to be reassured that their paging services
will continue uninterrupted. The diversion of management attention and any
difficulties encountered in the transition process could have an adverse impact
on the revenue and operating results of Metrocall. Additionally, attempts to
achieve economies of scale through cost cutting and lay-offs of existing
personnel may, at least in the short term, have an adverse impact upon
Metrocall.
Metrocall believes that a key benefit to be realized from its acquisitions
is the integration of paging service coverage, which allows Metrocall to provide
paging services in new markets. There can be no assurance, however, that
Metrocall will be able to integrate such paging service coverage successfully.
If Metrocall is not successful in integrating such paging service coverage, the
business of Metrocall will be adversely affected.
No assurance can be given that additional suitable acquisition candidates
can be identified, financed and purchased on acceptable terms, or that future
acquisitions, if completed, will be successful. Metrocall also intends to
continue to pursue internal growth through expansion of its paging operations.
Metrocall's continued internal growth will depend, in part, upon its ability to
attract and retain skilled employees, and the ability of Metrocall's officers
and key employees to manage successfully rapid growth and to implement
appropriate management information systems and controls. If Metrocall were
unable to attract and retain skilled employees, manage successfully rapid growth
and/or implement appropriate systems and controls, Metrocall's operations could
be adversely affected.
The paging industry has recently undergone significant consolidation as
various participants have sought to accomplish growth similar to that of
Metrocall. Metrocall is not currently engaged in any negotiations with respect
to a business combination involving the acquisition of Metrocall and intends to
continue to pursue its own business strategy. Unsolicited proposals to acquire
Metrocall could cause a distraction of management of Metrocall and impede
Metrocall's ability to accomplish its strategic goals and objectives and could
cause significant volatility in the price of the Metrocall Common Stock.
POSSIBLE IMPACT OF COMPETITION AND TECHNOLOGICAL CHANGE
Metrocall faces competition from other paging companies in all markets in
which it operates. The wireless communications industry is a highly competitive
industry, with price being the primary means of differentiation among providers
of numeric messaging services (which account for the substantial majority of
Metrocall's current revenues). Companies in the industry also compete on the
basis of coverage area, enhanced services, transmission quality, system
reliability and customer service. Certain of Metrocall's competitors, which
include regional and national paging companies, possess greater financial,
technical, marketing and other resources than Metrocall. In addition, other
entities offering wireless two-way communications technology, including cellular
telephone and specialized mobile radio services, also compete with the paging
services Metrocall provides. There can be no assurance that additional
competitors will not enter markets served by Metrocall or that Metrocall will be
able to compete successfully. In this regard, certain long distance carriers
have announced their intention to market paging services jointly with other
telecommunications services.
The wireless communications industry is characterized by rapid
technological change. Future technological advances in the wireless
communications industry could create new services or products competitive with
the paging and wireless messaging services provided or to be developed by
Metrocall. Recent and proposed regulatory changes by the FCC are aimed at
encouraging such new services and products.
In particular, in 1994, the FCC began auctioning licenses for new personal
communications services ("PCS"). The FCC's rules also provide for the private
use of PCS spectrum on an unlicensed basis. PCS will involve a network of small,
low-powered transceivers placed throughout a neighborhood, business complex,
community or metropolitan area to provide customers with mobile voice and data
communications. There are two types of PCS, narrowband and broadband. Narrowband
PCS is expected to provide enhanced or advanced paging and messaging
capabilities, such as "acknowledgment paging" or "talk-back" paging. Several PCS
systems are currently operational. Additionally, other existing or prospective
radio services have potential to compete with Metrocall. For example, the FCC
has authorized non-geostationary mobile satellite service
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systems in several frequency bands, and has initiated proceedings to consider
making additional licenses in some of those bands available. Licensees of those
satellite services (some of whom have already launched satellites) are permitted
to offer signaling and other mobile services that could compete with terrestrial
paging companies. A recent FCC decision will allow land mobile licensees in the
220-222 MHz band to offer commercial paging services. The FCC has also initiated
a rule making proceeding proposing to allow Multiple Address Systems, a fixed
microwave service in various 900 MHz frequency bands, to offer mobile services.
Any of these services may compete directly or indirectly with Metrocall.
Moreover, changes in technology could lower the cost of competitive
services and products to a level where Metrocall's services and products would
become less competitive or to where Metrocall would be required to reduce the
prices of its services and products. There can be no assurance that Metrocall
will be able to develop or introduce new services and products to remain
competitive or that Metrocall will not be adversely affected in the event of
such technological developments.
Technological change also may affect the value of the pagers owned by
Metrocall and leased to its subscribers. If Metrocall's subscribers requested
more technologically advanced pagers, Metrocall could incur additional inventory
costs and capital expenditures if it were required to replace pagers leased to
its subscribers within a short period of time.
HISTORY OF NET LOSSES
Metrocall sustained net losses of $2.4 million, $20.1 million and $49.1
million for the years ended December 31, 1994, 1995 and 1996, respectively; and
$24.1 million for the six months ended June 30, 1997. No assurance can be given
that losses can be reversed in the future. In addition, at June 30, 1997,
Metrocall's accumulated deficit was approximately $124.0 million. Metrocall's
business requires substantial funds for capital expenditures and acquisitions
that result in significant depreciation and amortization charges. Additionally,
substantial levels of borrowing, which will result in significant interest
expense, are expected to be outstanding in the foreseeable future. Accordingly,
net losses are expected to continue to be incurred in the future. There can be
no assurance that Metrocall will be able to operate profitably at any time in
the future.
PENDING LITIGATION
In April 1996, Metrocall entered into an agreement to purchase certain of
the assets of Source One Wireless, Inc. ("Source One") and placed $1 million
cash in escrow. On June 26, 1996, Metrocall advised Source One that Source One
had failed to meet certain conditions to completion of the transaction and
terminated the agreement. On September 20, 1996, Source One filed an action in
the Circuit Court of Cook County, Illinois claiming that Metrocall had breached
the agreement and seeking specific performance of the purchase agreement or
unspecified damages in excess of $80 million. Metrocall intends to vigorously
defend the claims in this action and believes it has meritorious defenses to
this action. Metrocall has denied the claim and asserted affirmative defenses
and counterclaims based on misrepresentations and breaches of contract by Source
One. The matter is now in discovery, which is scheduled to be completed by the
end of October 1997; trial is not expected before January 1998.
SUBSCRIBER TURNOVER
The results of operations of paging service providers, such as Metrocall,
can be significantly affected by subscriber cancellations and by subscribers who
switch their service to other carriers. Metrocall's average monthly subscriber
turnover rate for the six months ended June 30, 1997 was approximately 2.0%. In
order to realize net growth in subscribers, disconnected subscribers must be
replaced and new subscribers must be added. The sales and marketing costs
associated with attracting new subscribers are substantial relative to the costs
of providing service to existing customers. Because Metrocall's business is
characterized by high fixed costs, disconnections directly and adversely affect
operating cash flow. An increase in its subscriber cancellation rate may
adversely affect Metrocall's results of operations.
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POTENTIAL FOR CHANGE IN REGULATORY ENVIRONMENT
Metrocall's paging operations are subject to regulation by the FCC and, to
a lesser extent, by various state regulatory agencies. There can be no assurance
that those agencies will not adopt regulations or take actions that would have a
material adverse effect on the business of Metrocall. Changes in regulation of
Metrocall's paging business or the allocation of radio spectrum for services
that compete with Metrocall's business could adversely affect Metrocall's
results of operations. For example, the FCC is currently engaged in a rule
making proceeding whereby it proposes to issue paging licenses on a wide-area
basis by competitive bidding (i.e., auctions). Although Metrocall believes that
the proposed rule changes may simplify Metrocall's regulatory compliance
burdens, particularly regarding adding or relocating transmitter sites, those
rule changes may also increase Metrocall's costs of obtaining paging licenses.
NO ANTICIPATED STOCKHOLDER DISTRIBUTIONS
It is not anticipated that Metrocall will pay cash dividends in the
foreseeable future. Certain covenants of the Metrocall Credit Facility limit the
payment of cash dividends on preferred stock, and the Metrocall Credit Facility
and the terms of the Series A Preferred Stock and Series B Preferred Stock
prohibit the payment of cash dividends on common stock. See "Description of
Capital Stock."
RELIANCE ON KEY PERSONNEL
Metrocall is dependent on the efforts and abilities of a number of its
current key management, sales, support and technical personnel, including
William L. Collins, III, Steven D. Jacoby and Vincent D. Kelly. The success of
Metrocall will depend to a large extent on its ability to retain and continue to
attract key employees. The loss of certain of these employees or Metrocall's
inability to retain or attract key employees in the future could have an adverse
effect on Metrocall's operations. Metrocall has employment contracts with each
of the individuals named above.
POSSIBLE VOLATILITY OF STOCK PRICE; SHARES ELIGIBLE FOR FUTURE SALE
The market price of Metrocall Common Stock is subject to fluctuation. Since
the Metrocall Common Stock became publicly traded in July 1993, the closing
price has ranged from a low of $3.75 per share to a high of $29 per share. On
June 30, 1997, the closing price of Metrocall Common Stock was $4.50, which was
less than the book value per share on June 30, 1997 of approximately $5.66. The
market price of Metrocall Common Stock may be volatile due to, among other
things, technological innovations affecting the paging industry, Metrocall's
acquisition strategy and the shares being registered pursuant to this and other
registration statements. Metrocall currently has filed registration statements
with respect to approximately 19.5 million shares of Metrocall Common Stock held
by certain stockholders of Metrocall, including 2.9 million shares issuable upon
exercise of warrants issued to Series A Preferred Stockholders. Metrocall has
agreed to issue approximately 12.3 million registered shares of Metrocall Common
Stock (subject to adjustment) in the ProNet Merger. In addition, the Series A
and Series B Preferred Stock are convertible in certain circumstances into
shares of Common Stock based on the market price of the Common Stock at the time
of conversion and the holders have the right to have resale of such shares of
Common Stock registered. Metrocall is also obligated to register shares of
Metrocall Common Stock acquired by certain affiliates of A+ Network, Inc. in the
merger with A+ Network. Furthermore, in connection with that merger, Metrocall
also issued indexed variable common rights ("VCRs") which, in certain
circumstances, could require Metrocall to issue additional shares of Metrocall
Common Stock. There can be no assurance that any action taken by holders of
these shares or other stockholders would not have an adverse effect on the
market price of the Metrocall Common Stock.
CONCENTRATION OF OWNERSHIP
Metrocall's executive officers, directors and their affiliates together
beneficially own approximately 32.5% of the outstanding shares of Metrocall
Common Stock. As a result, such persons, if they act together, may have the
ability to substantially influence Metrocall's direction and to determine the
outcome of corporate
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actions requiring stockholder approval. In addition, the three holders of
Metrocall's Series A Preferred Stock have appointed a total of two members of
Metrocall's Board of Directors. This concentration of ownership may have the
effect of delaying or preventing a change of control of Metrocall. Directors and
their affiliates who beneficially own 32% of the outstanding shares of Metrocall
Common Stock have agreed to vote in favor of the ProNet Merger and an increase
in Metrocall's authorized shares of Common Stock.
ANTI-TAKEOVER AND OTHER PROVISIONS
Metrocall's Amended and Restated Certificate of Incorporation, as amended
(the "Metrocall Certificate") and Metrocall's Fifth Amended and Restated By-laws
(the "Metrocall By-laws") include provisions that could operate to delay, defer
or prevent a change of control in the event of certain transactions such as a
tender offer, merger, or sale or transfer of substantially all of Metrocall's
assets. These provisions are expected to discourage certain types of coercive
takeover practices and inadequate takeover bids and to encourage persons seeking
to acquire control of Metrocall first to negotiate with the Board of Directors
of Metrocall. In addition, the Metrocall Credit Facility, an indenture relating
to notes issued by Metrocall and the terms of the Series A Preferred Stock each
include certain covenants limiting the ability of Metrocall to engage in certain
mergers and consolidations or transactions involving a change of control of
Metrocall.
The Metrocall Certificate authorizes the Board of Directors, when
considering a tender offer, merger or acquisition proposal, to take into account
factors in addition to potential economic benefits to stockholders. In addition,
the Metrocall Certificate generally prohibits Metrocall from purchasing any
shares of Metrocall's stock from any person, entity or group that beneficially
owns five percent or more of Metrocall's stock at a price exceeding the average
closing price for the 20 business days prior to the purchase date, unless a
majority of Metrocall's disinterested stockholders approve the transaction, or
as may be necessary to protect Metrocall's regulatory licenses.
Metrocall is subject to the provisions of Section 203 of the Delaware
General Corporation Law, as amended ("Section 203"). Under Section 203, a
resident domestic corporation may not engage in a business combination with a
person who owns (or within three years prior, did own) 15% or more of the
corporation's outstanding voting stock (an "interested stockholder") for a
period of three years after the date such person became an interested
stockholder, unless (i) prior to such date the board of directors approved
either the business combination or the transaction which resulted in the
stockholder becoming an interested stockholder, (ii) upon consummation of the
transaction which resulted in such person becoming an interested stockholder,
the interested stockholder owned at least 85% of the corporation's voting stock
outstanding at the time the transaction commenced, or (iii) on or subsequent to
such date the business combination is approved by the board of directors and
authorized by the affirmative vote of holders of at least two-thirds of the
outstanding voting stock which is not owned by the interested stockholder.
INTANGIBLE ASSETS
Intangible assets of Metrocall, net of accumulated amortization, have
increased significantly since June 30, 1996 primarily as a result of Metrocall's
1996 acquisitions of Parkway Paging, Inc., O.R. Estman, Inc. and Dana Paging,
Inc. and A+ Network. At June 30, 1997, Metrocall's total assets of approximately
$646.7 million included net intangible assets of approximately $440.4 million.
Intangible assets include state certificates and FCC licenses, customer lists,
debt financing costs, goodwill and certain other intangibles. Metrocall will
record, for financial reporting purposes, additional intangible assets in
connection with its acquisition of the assets of Page America in 1997 and, if
consummated, the ProNet Merger. Long-lived assets and identifiable intangibles
to be held and used are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount should be addressed. Impairment
is measured by comparing the book value to the estimated undiscounted future
cash flows expected to result from use of the assets and their eventual
disposition. Metrocall's estimates of anticipated gross revenues, the remaining
estimated lives of tangible and intangible assets, or both could be reduced
significantly in the future due to changes in technology, regulation, available
financing or competitive pressures in any of Metrocall's individual markets. As
a result, the carrying amount of long-lived assets and intangible assets
including goodwill could be reduced materially in the future.
8
<PAGE> 10
FORWARD-LOOKING STATEMENTS
This Prospectus (including documents incorporated by reference) contains
forward-looking statements within the meaning of Section 27A of the Securities
Act and Section 21E of the Exchange Act. Discussions containing such
forward-looking statements may be found in the material set forth under "Risk
Factors," in Management's Discussion and Analysis of Financial Condition and
Results of Operations in the documents incorporated by reference, as well as
within this Prospectus and documents incorporated by reference generally. In
addition, when used in this Prospectus and documents incorporated by reference,
the words "believes," "anticipates," "expects" and similar expressions are
intended to identify forward-looking statements. Such statements are subject to
a number of risks and uncertainties. Actual results in the future could differ
materially from those described in the forward-looking statements as a result of
the risk factors set forth above and the matters set forth in this Prospectus
generally. Metrocall undertakes no obligation to publicly release the result of
any revisions to these forward-looking statements that may be made to reflect
any future events or circumstances.
9
<PAGE> 11
DESCRIPTION OF CAPITAL STOCK
As of the date of this Prospectus, the authorized capital stock of the
Company consists of 60,000,000 shares of Metrocall Common Stock and 1,000,000
shares of preferred stock, par value $0.01 per share (the "Metrocall Preferred
Stock"), of which 810,000 shares have been designated as Series A Preferred
Stock and 9,000 shares have been designated Series B Preferred Stock. As of July
18, 1997, there were 29,146,436 shares of Metrocall Common Stock, 170,772 shares
of Series A Preferred Stock and 1,500 shares of Series B Preferred Stock
outstanding. In addition, warrants to purchase 2,915,254 shares of Metrocall
Common Stock (the "Warrants") were issued and outstanding on August 8, 1997.
COMMON STOCK
The holders of Metrocall Common Stock are entitled to one vote for each
share held of record on all matters submitted to a vote of stockholders of
Metrocall ("Stockholders"). Holders of Metrocall Common Stock have no cumulative
voting rights and, except as described below, no preemptive, subscription,
redemption, sinking fund or conversion rights. Subject to preferences that may
be applicable to any then outstanding Metrocall Preferred Stock, holders of
Metrocall Common Stock are entitled to receive ratably such dividends as may be
declared by the Board of Directors out of funds legally available therefor. In
the event of a liquidation, dissolution or winding up of Metrocall, holders of
the Metrocall Common Stock will be entitled to share ratably in all interests
remaining after payment of liabilities and the liquidation preference of any
then outstanding Metrocall Preferred Stock.
The Metrocall Certificate authorizes its Board of Directors to issue, from
time to time and without further stockholder action, one or more series of
Metrocall Preferred Stock, and to fix the relative rights and preferences of the
shares, including voting powers, dividend rights, liquidation preferences,
redemption rights and conversion privileges. As of the date of this Prospectus,
the Board of Directors has authorized the Series A Preferred Stock and the
Series B Preferred Stock. Because of its broad discretion with respect to the
creation and issuance of additional shares of Metrocall Preferred Stock without
stockholder approval, Metrocall's Board of Directors could adversely affect the
voting power of the holders of Metrocall Common Stock and, by issuing shares of
Metrocall Preferred Stock with certain voting, conversion and/or redemption
rights, could discourage any attempt to obtain control of Metrocall.
Under the Communications Act of 1934, as amended (the "Communications
Act"), not more than 20% of Metrocall's capital stock may be owned of record by
other than United States citizens or entities. The Metrocall Certificate
authorizes its Board of Directors to redeem any of Metrocall's outstanding
capital stock to the extent necessary to prevent the loss or secure the
reinstatement of any license or franchise from any governmental agency. Such
stock may be redeemed as the lesser of (i) fair market value or (ii) such
holder's purchase price (if the stock was purchased within one year of such
redemption). Other than redemption where necessary to protect Metrocall's
regulatory licenses, there are no redemption or sinking fund provisions
applicable to the Metrocall Common Stock.
The Metrocall Certificate provides that all actions taken by Metrocall
stockholders must be taken at an annual or special meeting of stockholders or by
unanimous written consent. The Metrocall By-laws provide that special meetings
of the stockholders may be called only by a majority of the members of the Board
of Directors, the Chairman or the holders of not less than 35% of the voting
stock of Metrocall. Stockholders are required to comply with certain advance
notice provisions with respect to any nominations of candidates for election to
Metrocall's Board of Directors or other proposals submitted for stockholder
vote. The Metrocall Certificate and the Metrocall By-laws contain certain
provisions requiring the affirmative vote of the holders of at least two-thirds
of the Metrocall Common Stock to amend certain provisions of the Metrocall
Certificate and the Metrocall By-laws.
The Metrocall Certificate provides for the division of the members of the
board of directors elected by holders of Metrocall Common Stock into three
classes of directors serving staggered three-year terms. The authorized number
of directors may be changed only by resolution of the board of directors, and
directors may not be removed without cause.
10
<PAGE> 12
Provisions of the Metrocall Certificate and the Metrocall By-laws could
operate to delay, defer or prevent a change of control in the event of certain
transactions such as a tender offer, merger or sale or transfer of substantially
all of Metrocall's assets. These provisions, as described below, are expected to
discourage certain types of coercive takeover practices and inadequate takeover
bids and to encourage persons seeking to acquire control of Metrocall first to
negotiate with Metrocall. Metrocall believes that the benefits of increased
protection of Metrocall's potential ability to negotiate with the proponent of
an unfriendly or unsolicited proposal to acquire or restructure Metrocall
outweigh the disadvantages of discouraging such proposals because, among other
things, negotiating with respect to such proposals could result in an
improvement of their terms.
Metrocall is subject to the provisions of Section 203. Under Section 203, a
resident domestic corporation
may not engage in a business combination with an interested stockholder for a
period of three years after the date such person became an interested
stockholder, unless (i) prior to such date the board of directors approved
either the business combination or the transaction which resulted in the
stockholder becoming an interested stockholder, (ii) upon consummation of the
transaction which resulted in the stockholder becoming an interested
stockholder, the interested stockholder owned at least 85% of the corporation's
voting stock outstanding at the time the transaction commenced (excluding for
purposes of determining the number of shares outstanding those shares owned by
(x) persons who are directors and officers and (y) employee stock plans, in
certain instances), or (iii) on or subsequent to such date the business
combination is approved by the board of directors and authorized by the
affirmative vote of at least two-thirds of the outstanding voting stock which is
not owned by the interested stockholder. Section 203 defines the term "business
combination" to encompass a wide variety of transactions with or caused by an
interested stockholder in which the interested stockholder receives or could
receive a benefit on other than a pro rata basis with other stockholders,
including certain mergers, consolidations, asset sales, transfers and other
transactions resulting in a beneficial interest to the interested stockholder.
"Interested stockholder" means a person who owns (or within three years prior,
did own) 15% or more of the corporation's outstanding voting stock, and the
affiliates and associates of such person.
The Metrocall Certificate authorizes its Board of Directors, when
considering a tender offer, merger or acquisition proposal, to take into account
factors in addition to potential economic benefits to stockholders, including,
but not limited to, (i) a comparison of the proposed consideration to be
received by the stockholders in relation to the then current market price of the
capital stock, the estimated current value of Metrocall in a freely negotiated
transaction and the estimated future value of Metrocall as an independent
entity, and (ii) the impact of such a transaction on the subscribers, suppliers
and employees of Metrocall, and its effect on the communities in which Metrocall
operates.
The Metrocall Certificate prohibits Metrocall from purchasing any shares of
Metrocall's stock from any person, entity or group that beneficially owns five
percent or more of Metrocall's stock at a price exceeding the average closing
price for the 20 business days prior to the purchase date, unless a majority of
Metrocall's disinterested stockholders approve the transaction, or as may be
necessary to protect Metrocall's regulatory licenses. This restriction on
purchases by Metrocall does not apply to any offer to purchase shares of a class
of Metrocall's stock which is made on the same terms and conditions to all
holders of that class of stock, to any purchase of stock owned by such a
five-percent stockholder occurring more than two years after such stockholder's
last acquisition of Metrocall's stock, to any purchase of Metrocall's stock in
accordance with the terms of any stock option or employee benefit plan or to any
purchase at prevailing market prices pursuant to a stock purchase program.
Metrocall's Board of Directors has approved and recommended that
stockholders approve an amendment to the Metrocall Certificate increasing the
number of shares of Metrocall Common Stock to 80,000,000. This amendment will be
submitted to the stockholders for approval in connection with the ProNet Merger.
SERIES A PREFERRED STOCK
The following summary of the designations, rights and preferences of the
Series A Preferred Stock sets forth the material terms of the Series A Preferred
Stock, but is not a complete description of its terms. This
11
<PAGE> 13
summary is qualified in its entirety by reference to the Certificate of
Designation, Number, Powers, Preferences and Relative, Participating, Optional
and Other Rights (the "Series A Certificate of Designation") of the Series A
Preferred Stock, which is filed as an exhibit to documents incorporated herein
by reference. See "Incorporation of Certain Information by Reference."
Each share of Series A Preferred Stock has a stated value of $250 per
share. Each share has a liquidation preference over shares of Metrocall Common
Stock equal to the stated value plus accrued and unpaid dividends to the date of
liquidation. The Series A Preferred Stock carries a dividend of 14% of the
stated value per year, payable semi-annually in cash or in additional shares of
Series A Preferred Stock, at Metrocall's option. Upon the occurrence of a
"Triggering Event" and so long as the Triggering Event continues, the dividend
rate increases to 16% per year. "Triggering Events" include, among other things,
(i) Metrocall issuing or incurring indebtedness or equity securities senior with
respect to payment of dividends or distributions on liquidation or redemption to
the Series A Preferred Stock in violation of limitations set forth in the Series
A Certificate of Designation, and (ii) default on the payment of indebtedness of
Metrocall in an amount of $5,000,000 or more.
Holders of Series A Preferred Stock have the right, beginning on November
15, 2001, to convert their Series A Preferred Stock (including shares issued as
dividends) into shares of Metrocall Common Stock based on the market price of
Metrocall Common Stock at the time of conversion. Series A Preferred Stock may,
at the option of holders, be converted sooner upon a change of control of
Metrocall, as defined in the Series A Certificate of Designation. The Series A
Preferred Stock must be redeemed on November 15, 2008 for an amount equal to the
stated value plus accrued and unpaid dividends.
The Series A Preferred Stock may also be redeemed by Metrocall in whole or
in part (subject to certain minimums) beginning November 15, 1999. Prior to
then, the Series A Preferred Stock may be redeemed by Metrocall in whole in
connection with a sale of the Company (as described in the Series A Certificate
of Designation) unless the holders have exercised their rights to convert to
Metrocall Common Stock in connection with the transaction. The redemption price
prior to November 15, 2001, is equal to the stated value of the shares of Series
A Preferred Stock, plus accrued and unpaid dividends and a redemption premium.
The redemption premium to be received by a holder for its shares would be
calculated as the excess, if any, of the amount that would provide a specified
internal rate of return on the holder's purchase price of $250 per unit for the
shares of Series A Preferred Stock and Warrants it initially acquired, over (i)
the stated value of shares received as dividends in respect of the shares
originally issued (including dividends on such dividends) plus (ii) except for
redemption prior to November 15, 1997, the excess of the then-current market
price of Metrocall Common Stock over the exercise price of the shares of
Metrocall Common Stock represented by the Warrants issued in conjunction with
the shares originally issued. The applicable internal rates of return are 20%
for redemptions on and after November 15, 2000 and before November 15, 2001; 25%
for redemptions on and after November 15, 1999 and before November 15, 2000; and
30% for redemptions before November 15, 1999 except that, for redemptions prior
to November 15, 1997, the redemption premium will be calculated so that holders
receive a rate of return of 30% as though the shares were held through November
15, 1997 without including the excess of the market price of Common Stock over
the exercise price under the Warrants in calculating the redemption premium.
After November 15, 2001, the Series A Preferred Stock may be redeemed for the
stated value of $250 per share plus accrued and unpaid dividends, without
premium. Metrocall may not exercise its redemption right between November 15,
2001, and January 15, 2002 or with respect to any shares as to which the holders
have delivered a notice of conversion into Metrocall Common Stock.
Holders of the Series A Preferred Stock have the right to elect two
directors of Metrocall. One such director is to be chosen by one of the initial
three purchasers of the Series A Preferred Stock (or subsequent holders of a
majority of shares initially issued to such purchaser) and the other is to be
chosen by the other two initial purchasers (or subsequent holders of a majority
of shares initially issued to such purchasers). If a Triggering Event has
occurred and is continuing, holders of Series A Preferred Stock shall have the
right to elect an additional number of directors so that such directors shall
constitute no less than 40% of the members of the Board of Directors. Metrocall
also is required to obtain approval of holders of not less than 75% of the
issued and outstanding Series A Preferred Stock before undertaking: (i) any
changes in the Metrocall
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<PAGE> 14
Certificate and By-laws that adversely affect the rights of holders of the
Series A Preferred Stock, (ii) a liquidation, winding up or dissolution of
Metrocall or the purchase of shares of capital stock of Metrocall from holders
of over 5% of the issued and outstanding voting securities of Metrocall, (iii)
any payment of dividends on or redemption of Metrocall Common Stock, or (iv)
issuance of any additional shares of Series A Preferred Stock (except in payment
of dividends) or any shares of capital stock having preferences on liquidation
or dividends that are equal to the Series A Preferred Stock. Metrocall is also
required to obtain approval of holders of not less than a majority of the issued
and outstanding Series A Preferred Stock before undertaking: (i) any acquisition
involving consideration having a value equal to or greater than 50% of the
market capitalization of Metrocall at the time of such acquisition, or (ii) any
sale of Metrocall unless Metrocall redeems the Series A Preferred Stock as
described above.
The Company has agreed to register under the Securities Act of 1933 the
resale of shares that may be obtained upon conversion of Series A Preferred
Stock. The obligation to register does not arise until the shares may be
converted, and the Company is required to use its best efforts to maintain the
effectiveness of the registration until such time as all the shares of Common
Stock acquired upon conversion of the Series A Preferred Stock either have been
transferred pursuant to the registration or are eligible to be sold pursuant to
Rule 144 under the Securities Act of 1933 without regard to any restrictions
pursuant to Rule 144(k).
SERIES B PREFERRED STOCK
The following summary of the designations, rights and preferences of the
Series B Preferred Stock sets forth the material terms of the Series B Preferred
Stock, but is not a complete description of its terms. This summary is qualified
in its entirety by reference to the Certificate of Designation, Number, Powers,
Preferences and Relative, Participating, Optional and Other Rights (the "Series
B Certificate of Designation") of the Series B Preferred Stock, which is filed
as an exhibit to documents incorporated herein by reference. See "Incorporation
of Certain Information by Reference."
Each share of Series B Preferred Stock has a Stated Value of $10,000 per
share. Each share has a liquidation preference equal to its Stated Value, which
is junior to the Series A Preferred Stock but senior to shares of Metrocall
Common Stock. The Series B Preferred Stock carries a dividend of 14% of the
Stated Value per year, payable semi-annually in cash or in additional shares of
Series B Preferred Stock, at Metrocall's option.
Beginning on each of September 1, 1997, December 1, 1997, March 1, 1998 and
June 1, 1998, the holders of Series B Preferred Stock have the right to convert
up to 25% of the number of Series B Preferred Stock initially issued (plus
shares of Series B Preferred Stock issued as dividends on such shares, and as
dividends on such dividends) into that number of shares of Common Stock equal to
the Stated Value divided by the average of the closing price of the Metrocall
Common Stock for the 10 trading days prior to each conversion date. The
conversion price will be subject to adjustment based on stock splits, stock
dividends, issuance of securities below current market price and other events.
The Series B Preferred Stock must be redeemed on the twelfth anniversary of
the initial issuance for an amount equal to the Stated Value, plus accrued and
unpaid dividends. The Series B Preferred Stock may also be redeemed by Metrocall
in whole or in part at any time for an amount equal to the Stated Value of the
shares to be redeemed plus accrued and unpaid dividends. If Metrocall elects to
redeem Series B Preferred Stock, the holders thereof will have the right to
convert any Series B Preferred Stock which was then convertible into Metrocall
Common Stock within 15 business days after receipt of notice of redemption.
Metrocall is required to obtain the approval of holders of a majority of
the issued and outstanding Series B Preferred Stock before undertaking: (i) any
changes in the Metrocall Certificate and Metrocall By-Laws that adversely affect
the rights of the holders of Series B Preferred Stock; and (ii) any changes in
the Series B Certificate of Designation. The Series B Preferred Stock also
contains restrictions on the ability of Metrocall to incur any debt or issue
securities (other than the Series A Preferred Stock) which are senior to the
Series B Preferred Stock.
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<PAGE> 15
WARRANTS
Metrocall has issued 159,600 Warrants to purchase Metrocall Common Stock.
Each Warrant represents the right of the holder to purchase 18.266 shares of
Metrocall Common Stock, or an aggregate of approximately 2.9 million shares. The
exercise price per share is $7.40. The Warrants contain certain provisions for
adjustment in the exercise price in the event that, in a private transaction,
Metrocall issues Common Stock for a price that is less than 80% of the
then-current exercise price, or options, warrants, or other securities
convertible into or exchangeable for Common Stock with an exercise price which
is less than the then-current exercise price of the Warrants. In addition, the
Warrants contain certain customary anti-dilution provisions requiring adjustment
in the exercise price and the number of shares for which the Warrants are
exercisable in certain circumstances. The Warrants expire November 15, 2001.
Metrocall has registered under the Securities Act of 1933 the resale of shares
that may be obtained upon exercise of the Warrants.
INDEXED VARIABLE COMMON RIGHTS
Approximately 8.1 million VCRs are outstanding. Each VCR represents the
right to receive payment of up to $5 in Metrocall Common Stock or cash, at
Metrocall's option, if the trading price of Metrocall shares at November 15,
1997, is less than a target price initially set at $21.10. The target price will
be indexed downward, but not above, the initial target price of $21.10, based on
changes in the average trading prices of Arch Communications Group, Inc.,
MobileMedia Communications, Inc., and ProNet, Inc. since the announcement of the
merger with A+ Network. If changes in the index cause the target price to fall
below a floor price of $16.10 (which is not indexed), the VCR payment will be
zero regardless of the price at which Metrocall shares are trading. As of June
30, 1997, the target price was below $16.10, and no payment on the VCRs would be
made if they had expired on that date. Metrocall has the right to extend the
maturity date of the VCRs for an additional year, in which event the target
price and the amount of the potential VCR payment would increase.
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<PAGE> 16
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
Shares by the Selling Stockholder.
SELLING STOCKHOLDER
The following table sets forth certain information regarding beneficial
ownership of Shares by the Selling Stockholder as of August , 1997 and the
number of shares which may be offered for the account of the Selling Stockholder
or its transferees or distributees from time to time. Because the Selling
Stockholder may sell all or any part of its shares pursuant to this Prospectus,
no estimate can be given as to the number of shares that will be held by the
Selling Stockholder upon termination of this offering.
<TABLE>
<CAPTION>
NUMBER OF SHARES NUMBER OF SHARES
BENEFICIALLY OWNED WHICH MAY BE SOLD
SELLING STOCKHOLDER PRIOR TO OFFERING IN THIS OFFERING
- ------------------------------------------------------ ------------------ -----------------
<S> <C> <C>
Page America Group, Inc. ............................. 7,497,458(1)(2) 7,497,458(1)(2)
</TABLE>
- ---------------
(1) Includes an aggregate of 832,250 Shares which are held in escrow pursuant to
the terms of an Indemnity Escrow Agreement dated as of July 1, 1997 among
Metrocall, Page America and First Union National Bank of Virginia (the
"Escrow Agreement"). Such Shares may not be released from escrow and sold
hereunder except in compliance with all terms and conditions of the Escrow
Agreement. The Escrow Agreement terminates April 1, 1998.
(2) Includes 3,500,000 Shares that Metrocall has reserved for issuance upon
conversion of the Series B Preferred Stock. However, the actual number of
Shares to be issued upon conversion will depend on the average closing price
of Metrocall Common Stock at the time of conversion.
PLAN OF DISTRIBUTION
The sale of Shares by the Selling Stockholder may be effected from time to
time in transactions on the NNM, in the over-the-counter market, in negotiated
transactions, or through a combination of such methods of sale, at fixed prices,
which may be changed, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices. The Selling
Stockholder may effect such transactions by selling the Shares to or through
broker-dealers, and such broker-dealers may receive compensation in the form of
discounts, concessions or commissions from the Selling Stockholder and/or the
purchasers of the Shares for which such broker-dealers may act as agent or to
whom they sell as principals, or both (which compensation as to a particular
broker-dealer may be in excess of customary compensation). In addition, the
Selling Stockholder may, at its option, (a) sell some or all of its Shares as
described above, (b) distribute some or all of its Shares to its creditors in
full or partial satisfaction of indebtedness owed to them, or (c) do a
combination of the foregoing. The creditors include the parties to the Selling
Stockholder's Credit Agreement or holders of the Selling Stockholder's
subordinated notes, each as the same may be in effect from time to time. The
distribution to creditors, the subsequent sale by such creditors and/or sale of
the Shares by the Selling Stockholder is registered by the registration
statement of which this Prospectus is a part.
LEGAL MATTERS
The legality of issuance of the shares will be passed upon for the Company
by Wilmer, Cutler & Pickering, Washington, D.C.
EXPERTS
The audited consolidated financial statements of the Company and the
combined financial statements of O.R. Estman, Inc. and Dana Paging, Inc. (dba
Satellite Paging and Message Network, respectively) incorporated by reference in
this Prospectus have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their reports with respect thereto, and are
incorporated herein in reliance upon the authority of said firm as experts in
giving said reports.
The audited financial statements of Parkway Paging, Inc. as of December 31,
1995 and 1994 and for each of the three years ended December 31, 1995
incorporated by reference in this Prospectus have been audited by
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<PAGE> 17
Hutton, Patterson & Company, independent auditors, as indicated in their reports
with respect thereto, and are incorporated herein in reliance upon the authority
of said firm as experts in auditing and accounting.
The consolidated financial statements as of December 31, 1995 and 1994 and
for each of the three years in the period ended December 31, 1995 of A+ Network,
Inc. and Subsidiaries incorporated in this Prospectus by reference from
Metrocall, Inc.'s Current Report on Form 8-K/A filed on October 1, 1996 have
been audited by Deloitte & Touche LLP, independent auditors, as stated in their
report, which is incorporated herein by reference, and has been so incorporated
in reliance upon the report of such firm given upon their authority as experts
in accounting and auditing.
The consolidated financial statements as of December 31, 1994 and 1993 and
for the two years in the period ended December 31, 1994, of Network Paging
Corporation, incorporated by reference in this Prospectus by reference to the
Current Report in Form 8-K/A of Metrocall, Inc. dated October 1, 1996, have been
so incorporated in reliance on the report of Price Waterhouse LLP, independent
accountants, given on the authority of said firm as experts in auditing and
accounting.
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======================================================
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY UNDERWRITER. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO
BUY THE SHARES OF COMMON STOCK BY ANYONE IN ANY JURISDICTION IN WHICH THE OFFER
OR SOLICITATION IS NOT AUTHORIZED, OR IN WHICH THE PERSON MAKING THE OFFER OR
SOLICITATION IS NOT QUALIFIED TO DO SO, OR TO ANY PERSON TO WHOM IT IS UNLAWFUL
TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR
ANY SALE MADE HEREUNDER SHALL CREATE ANY IMPLICATION THAT INFORMATION CONTAINED
HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THIS DATE HEREOF.
------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information.................. 2
Incorporation of Certain Information by
Reference............................ 2
The Company............................ 3
Risk Factors........................... 4
Description of Capital Stock........... 10
Use of Proceeds........................ 15
Selling Stockholder.................... 15
Plan of Distribution................... 15
Legal Matters.......................... 15
Experts................................ 15
</TABLE>
======================================================
======================================================
7,497,458 SHARES
METROCALL, INC.
COMMON STOCK
--------------------
PROSPECTUS
--------------------
August 18, 1997
======================================================
<PAGE> 19
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
<TABLE>
<S> <C> <C>
2.1 Amended and Restated Asset Purchase Agreement by and among Page America and
Metrocall dated as of January 30, 1997.(a)
2.2 Amendment to Asset Purchase Agreement by and among Page America and
Metrocall dated as of March 28, 1997.(b)
2.3 Form of Certificate of Designation, Number, Powers, Preferences and
Relative, Participating, Optional and Other Rights of Metrocall, Inc. Series
B Junior Convertible Preferred Stock.(c)
2.4 Registration Rights Agreement dated July 1, 1997 by and among Metrocall and
Page America.(d)
2.5 Registration Rights Agreement dated July 1, 1997 by and among Metrocall and
Page America.(d)
2.6 Indemnity Escrow Agreement dated July 1, 1997 by and among Page America and
Metrocall.(d)
4.1 Specimen Certificate representing the Metrocall Common Stock.(e)
5.1 Opinion of Wilmer, Cutler & Pickering as to the legality of the securities
being registered.+
23.1 Consent of Wilmer, Cutler & Pickering (included in Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP, as independent public accountants for
Metrocall, Inc.
23.3 Consent of Arthur Andersen LLP, as independent public accountants for O.R.
Estman, Inc. and Dana Paging, Inc.
23.4 Consent of Hutton, Patterson & Company, as independent accountants for
Parkway Paging, Inc.
23.5 Consent of Deloitte & Touche LLP, as independent auditors for A+ Network,
Inc.
23.6 Consent of Price Waterhouse LLP, as independent certified public accountants
for Network Paging Corporation.
24 Power of Attorney.+
</TABLE>
- ---------------
(a) Incorporated by reference to Metrocall's Registration Statement on Form
S-4, as amended (File No. 333-21231), filed with the Commission on February
5, 1997.
(b) Incorporated by reference to Metrocall's Registration Statement, Amendment
No. 2, on Form S-4 (File No. 333-21231), filed with the Commission on May
1, 1997.
(c) Incorporated by reference to Metrocall's Registration Statement, Amendment
No. 1, on Form S-4 (File No. 333-21231), filed with the Commission on April
15, 1997.
(d) Incorporated by reference to Metrocall's Current Report on Form 8-K filed
with the Commission on July 14, 1997.
(e) Incorporated by reference to Metrocall's Registration Statement on Form
S-1, as amended (File No. 33-63886), filed with the Commission on July 12,
1993.
+ Previously filed.
II-1
<PAGE> 20
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THE REGISTRANT HAS DULY
CAUSED THIS AMENDMENT NO. 2 TO THE REGISTRATION STATEMENT TO BE SIGNED ON ITS
BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE COUNTY OF FAIRFAX,
COMMONWEALTH OF VIRGINIA, ON AUGUST 14, 1997.
METROCALL, INC.
By: /s/ VINCENT D. KELLY
---------------------------------
Name: Vincent D. Kelly
Title: Executive Vice President
and CFO
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment No. 2 to the Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
- ------------------------------------- ------------------------------------- ----------------
<C> <C> <S>
* President, Chief Executive Officer August 14, 1997
- ------------------------------------- and
WILLIAM L. COLLINS, III Director (Principal Executive
Officer)
/s/ VINCENT D. KELLY Executive Vice President, Chief August 14, 1997
- ------------------------------------- Financial Officer (Principal
VINCENT D. KELLY Financial and
Accounting Officer)
* Chairman of the Board August 14, 1997
- -------------------------------------
RICHARD M. JOHNSTON
* Director August 14, 1997
- -------------------------------------
RONALD V. APRAHAMIAN
* Director August 14, 1997
- -------------------------------------
HARRY L. BROCK, JR.
* Director August 14, 1997
- -------------------------------------
SUZANNE S. BROCK
* Director August 14, 1997
- -------------------------------------
FRANCIS A. MARTIN, III
Director
- -------------------------------------
RYAL R. POPPA
* Director August 14, 1997
- -------------------------------------
RAY D. RUSSENBERGER
* Director August 14, 1997
- -------------------------------------
ELLIOTT H. SINGER
* Director August 14, 1997
- -------------------------------------
MICHAEL GREENE
* Director August 14, 1997
- -------------------------------------
ROYCE R. YUDKOFF
*By: /s/ VINCENT D. KELLY
- -------------------------------------
VINCENT D. KELLY
Attorney-in-fact
</TABLE>
II-2
<PAGE> 21
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- --------------------------------------------------------------------------
<C> <S> <C>
2.1 Amended and Restated Asset Purchase Agreement by and among Page America
and Metrocall dated as of January 30, 1997.(a)
2.2 Amendment to Asset Purchase Agreement by and among Page America and
Metrocall dated as of March 28, 1997.(b)
2.3 Form of Certificate of Designation, Number, Powers, Preferences and
Relative, Participating, Optional and Other Rights of Metrocall, Inc.
Series B Junior Convertible Preferred Stock.(c)
2.4 Registration Rights Agreement dated July 1, 1997 by and among Metrocall
and Page America.(d)
2.5 Registration Rights Agreement dated July 1, 1997 by and among Metrocall
and Page America.(d)
2.6 Indemnity Escrow Agreement dated July 1, 1997 by and among Page America
and Metrocall.(d)
4.1 Specimen Certificate representing the Metrocall Common Stock.(e)
5.1 Opinion of Wilmer, Cutler & Pickering as to the legality of the securities
being registered.+
23.1 Consent of Wilmer, Cutler & Pickering (included in Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP, as independent public accountants for
Metrocall, Inc.
23.3 Consent of Arthur Andersen LLP, as independent public accountants for O.R.
Estman, Inc. and Dana Paging, Inc.
23.4 Consent of Hutton, Patterson & Company, as independent accountants for
Parkway Paging, Inc.
23.5 Consent of Deloitte & Touche LLP, as independent auditors for A+ Network,
Inc.
23.6 Consent of Price Waterhouse LLP, as independent certified public
accountants for Network Paging Corporation.
24 Power of Attorney.+
</TABLE>
- ---------------
(a) Incorporated by reference to Metrocall's Registration Statement on Form
S-4, as amended (File No. 333-21231), filed with the Commission on February
5, 1997.
(b) Incorporated by reference to Metrocall's Registration Statement, Amendment
No. 2, on Form S-4 (File No. 333-21231), filed with the Commission on May
1, 1997.
(c) Incorporated by reference to Metrocall's Registration Statement, Amendment
No. 1, on Form S-4 (File No. 333-21231), filed with the Commission on April
15, 1997.
(d) Incorporated by reference to Metrocall's Current Report on Form 8-K filed
with the Commission on July 14, 1997.
(e) Incorporated by reference to Metrocall's Registration Statement on Form
S-1, as amended (File No. 33-63886), filed with the Commission on July 12,
1993.
+ Previously filed.
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this Amendment No. 2 to the registration statement of our
reports dated February 13, 1997 included in Metrocall, Inc.'s Form 10-K/A for
the year ended December 31, 1996 and to all references to our Firm included in
or made a part of this registration statement filed on Form S-3 (File No.
333-31719).
/s/ ARTHUR ANDERSEN LLP
------------------------------------
ARTHUR ANDERSEN LLP
Washington, D.C.
August 13, 1997
<PAGE> 1
EXHIBIT 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this Amendment No. 2 to the registration statement of our report
dated April 24, 1996, on the combined financial statements of O.R. Estman,
Inc., and Dana Paging, Inc., included in Metrocall, Inc.'s Form 8-K/A filed
on October 1, 1996, for the year ended December 31, 1995 and to all references
to our Firm included in or made a part of this registration statement filed on
Form S-3 (File No. 333-31719).
/s/ ARTHUR ANDERSEN LLP
------------------------------------
ARTHUR ANDERSEN LLP
Roseland, New Jersey
August 13, 1997
<PAGE> 1
EXHIBIT 23.4
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Amendment No.
2 to the Registration Statement on Form S-3 (Registration No. 333-31719) of "
Metrocall, Inc. of our report dated February 13, 1996, except to NOTE M for
which the date is September 30, 1996, relating to the financial statements of
Parkway Paging, Inc. which is appearing in the current Report on Form 8-K/A
filed on October 1, 1996, of Metrocall, Inc. We also consent to the references
to us under the heading "Experts" in such Statement.
/s/ HUTTON PATTERSON & COMPANY
- ------------------------------------
HUTTON PATTERSON & COMPANY
Dallas, Texas
August 12, 1997
<PAGE> 1
EXHIBIT 23.5
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement on Form S-3 of Metrocall, Inc. of our report dated February 28, 1996
appearing in the Current Report on Form 8-K/A of Metrocall, Inc. filed on
October 1, 1996, and to the reference to us under the heading "Experts" in the
Prospectus, which is part of this Registration Statement.
/s/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Nashville, Tennessee
August 13, 1997
<PAGE> 1
EXHIBIT 23.6
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Amendment No. 2 to the Registration Statement on
Form S-3 (No. 333-31719) of Metrocall, Inc., of our report dated February 3,
1995, except as to the first paragraph of Note 8 for which the date is August
31, 1995, relating to the consolidated financial statements of Network Paging
Corporation, which appears in the Current Report on Form 8-K/A of Metrocall,
Inc., dated October 1, 1996. We also consent to the reference to us under the
heading "Experts" in such Prospectus.
/s/ PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
Tampa, Florida
August 13, 1997
