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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported) January 31,1997 Commission File Number 0-21924
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METROCALL, INC.
(Exact name of registrant)
Delaware 54-1215634
(State of organization) (I.R.S. Employer Identification Number)
6677 Richmond Highway, Alexandria, Virginia 22306
(Address of principal executive offices and zip code)
(703) 660-6677
(Registrant's telephone Number)
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ITEM 5. OTHER EVENTS
(a) Metrocall, Inc. incorporates herein by reference the
information contained in the press release filed as Exhibit 99 to this Current
Report.
(b) On February 7, 1997, Metrocall, Inc. completed the
acquisition of Radio & Communication Consultants, Inc., a Louisiana corporation,
and Advanced Cellular Telephone, Inc., a Louisiana corporation, for a total
purchase price of $3 million, consisting of approximately $800,000 in cash and
494,279 shares of common stock of Metrocall, Inc.
ITEM 7. EXHIBITS
EXHIBIT NO.
10.1 Amendment to Agreement and Plan of Merger dated
December 31, 1996 by and between Metrocall, Inc.,
Metrocall of Shreveport, Inc., Radio and
Communication Consultants, Inc., Advanced
Cellular Telephone, Inc., Leroy Faith, Sr., Eddie
Ray Faith, Donald Dewayne Faith, and Leroy Faith,
Jr., and Daniel R. Lozier.
10.2 Amended and Restated Asset Purchase Agreement by
and among Page America Group, Inc., Page America
of New York, Inc., Page America of Illinois,
Inc., Page America Communications of Indiana,
Inc., Page America of Pennsylvania, Inc., and
Metrocall, Inc. dated as of January 30, 1997
(incorporated herein by reference to Metrocall's
Registration Statement on Form S-4 (File No.
333-21231) filed with the Commission on February
6, 1997).
99 Press Release by Metrocall, Inc., dated
January 31, 1997.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
METROCALL, INC.
BY: /s/ Vincent D. Kelly
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Vincent D. Kelly
Chief Financial Officer
Dated: February 24, 1997
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Exhibit 10.1
AMENDMENT TO AGREEMENT AND PLAN OF MERGER
THIS AMENDMENT TO AGREEMENT AND PLAN OF MERGER is made and
entered into effective the 31st day of December, 1996, by and between METROCALL,
INC., a Delaware corporation, ("Metrocall"), METROCALL OF SHREVEPORT, INC., a
Louisiana corporation, ("Metrocall Shreveport"), RADIO AND COMMUNICATION
CONSULTANTS, INC., a Louisiana corporation ("RCC"), ADVANCED CELLULAR TELEPHONE,
INC., a Louisiana corporation ("ACT"), LEROY FAITH, SR., EDDIE RAY FAITH, DONALD
DEWAYNE FAITH, and LEROY FAITH, JR., (collectively "Shareholders"), and DANIEL
R. LOZIER ("Escrow Agent").
W I T N E S S E T H:
WHEREAS, Metrocall is the successor in interest by merger
with A + Network, Inc. to all right, title and obligation of A + Network, Inc.
in and to that certain Agreement and Plan of Merger dated April 26, 1996 by and
between A+ Network, Inc. RCC, ACT, and the Shareholders ("Merger Agreement");
and
WHEREAS, the Merger Agreement provides that closing is to
occur on or before December 31, 1996; and
WHEREAS, a condition of closing the Merger Agreement is
finality of FCC approval of all transactions described in the Merger Agreement;
and
WHEREAS, the parties acknowledge that the FCC has approved
the transactions described in the Merger Agreement and granted necessary
licenses on December 27, 1996, but that said approval and grant shall not become
final until forty (40) days after said date; and
WHEREAS, the parties have previously executed all closing
documents with an effective date of December 31, 1996; and
WHEREAS, the parties desire to amend the Merger Agreement
for the purpose of extending the Finality Date (as defined hereinbelow) as
needed to allow FCC license grants and approval to become final before the
closing documents and consideration are delivered;
NOW, THEREFORE, in consideration of the foregoing, and in
consideration of their mutual covenants, terms, and conditions hereinafter
expressed, the parties hereto agree as follows:
1. The closing of the Merger Agreement and the
consummation of the transactions described therein shall be effective on
December 31, 1996, subject to the condition precedent that the FCC approvals,
licenses, and grants related to the consummation of the transactions described
in the Merger Agreement become final.
2. The parties agree to extend the December 31,
1996, closing deadline set forth in the Merger Agreement to the date the FCC
license grants and approvals become final ("Finality Date"). The parties
anticipate that the Finality Date will be February 5, 1997, unless the FCC or
third parties institute actions to delay such date. In consideration of this
extension, the parties agree to waive their respective rights to terminate the
Merger Agreement based on a failure to close the Merger Agreement by any stated
deadline for closing.
3. On the Finality Date, Metrocall shall transfer
by wire to legal counsel for RCC, ACT, and the Shareholders, the sum of
$804,913.50, representing $40,000.00 to the Shareholders as payment in full for
the covenants of non-competition referenced in the Merger Agreement, the sum of
$35,396.56, represented accrued but unpaid interest on outstanding indebtedness
due to Leroy Faith, Sr., and $729,516.94, representing
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the principal balance of outstanding indebtedness due to Leroy Faith, Sr.
Further on the Finality Date, Metrocall shall instruct its stock transfer agent
to issue and deliver the Stock Consideration in accordance with the terms of the
Merger Agreement. For this purpose, the parties agree that the value of the
Stock Consideration shall be the average of the reported daily closing sales
prices for a single share of Metrocall common stock on the NASDAQ for the ten
(10) consecutive trading days immediately preceding December 31, 1996.
4. In every other respect, the Merger Agreement and
related closing documents are ratified and confirmed.
5. Capitalized terms not defined herein shall have
the meaning ascribed to them in the Merger Agreement.
6. It is specifically acknowledged that all parties
reserve all rights, causes of actions, and claims that they may have in
connection with the enforcement of the terms and conditions of the Merger
Agreement.
7. Herein appears ESCROW AGENT for the purpose of
acknowledging the terms and conditions of this Agreement and further
acknowledging that he will continue to retain all closing documents in
connection with the Merger Agreement that have been placed in his possession
under the terms and conditions of the previously executed closing documents
dated December 31, 1996. Said documents shall be released from escrow on the
Finality Date.
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IN WITNESS WHEREOF, the parties hereto have executed this
Agreement effective the first day written above.
METROCALL, INC.
/s/ Ronnie E. Harold By: /s/ Vincent D. Kelly
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Witness
Print Name: Ronnie E. Harold Its: CFO
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METROCALL OF SHREVEPORT, INC.
/s/ Ronnie E. Harold By: /s/ Vincent D. Kelly
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Witness
Print Name: Ronnie E. Harold Its: Vice President
RADIO AND COMMUNICATION
CONSULTANTS, INC.
/s/ William H. Ledbetter By: /s/ Leroy Faith
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Witness
Print Name: William H. Ledbetter, Jr. Its: President
ADVANCED CELLULAR TELEPHONE,
INC.
/s/ William H. Ledbetter By:/s/ Leroy Faith, Jr.
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Witness
Print Name: William H. Ledbetter, Jr. Its: President
/s/ William H. Ledbetter /s/ Leroy Faith, Sr.
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Witness LEROY FAITH, SR.
Print Name: William H. Ledbetter, Jr.
/s/ William H. Ledbetter /s/ Leroy Faith, Jr.
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Witness LEROY FAITH, JR.
Print Name: William H. Ledbetter, Jr.
/s/ William H. Ledbetter /s/ Eddie Ray Faith
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Witness EDDIE RAY FAITH
Print Name: William H. Ledbetter, Jr.
/s/ William H. Ledbetter /s/ Donald Dewayne Faith
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Witness DONALD DEWAYNE FAITH
Print Name: William H. Ledbetter, Jr.
ESCROW AGENT
/s/ Lynn Lowery By:/s/ Daniel R. Lozier
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Witness DANIEL R. LOZIER
Print Name: Lynn Lowery
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Exhibit 99
JANUARY 31, 1997
FOR IMMEDIATE RELEASE CONTACT: PAUL LIBERTY, VP
INVESTOR/PUBLIC RELATIONS
(703) 660-6677, EXT. 6260
URL:HTTP//WWW.METROCALL.COM
METROCALL AND PAGE AMERICA ANNOUNCE REVISED AGREEMENT
ALEXANDRIA, VA, Metrocall, Inc. (NASDAQ NMS--MCLL) and Page America
Group, Inc., announced that they have signed a restructured asset purchase
agreement. Under the revised agreement, Metrocall will acquire substantially all
the assets of Page America for consideration consisting of $25 million in cash,
$15 million in Metrocall junior preferred stock, 830,333 shares of Metrocall
common stock, and an additional $15 million in common stock or common stock
equivalents based on the average closing price of Metrocall common stock for the
ten trading days prior to closing. The stock portion of the consideration is
subject to adjustment based on changes in Page America's working capital deficit
and decreases in service revenue below certain threshold levels. Metrocall
retains the option to substitute cash at closing for all or a portion of the
equity securities that are part of the consideration.
The revised terms replace an April 1996 agreement under which
Metrocall would have paid up to $78.5 million for Page America's assets,
consisting of $55 million in cash and common stock then valued at up to $23.5
million, subject to adjustment based on operating result, changes in working
capital, and changes in the price of Metrocall's common shares. The revised
terms reflect purchase price adjustments under the original contract based on
Page America's third-quarter 1996 results, and the current price of Metrocall's
common shares. They provided Metrocall financial flexibility in choosing the mix
of consideration to be paid for Page America's assets.
The new class of junior preferred stock will be redeemable at any
time in whole or part for the stated value of the shares (without any premium)
plus accrued dividends. Subject to the approval of Metrocall's stockholders, 25%
of the junior convertible preferred stock will be convertible into common stock
at the then market price each quarter beginning September 1, 1997. Dividends
will be payable
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semi-annually in cash or additional preferred shares, at Metrocall's option, at
a rate of 14%, subject to increases if the Metrocall shareholders do not approve
the convertibility of the stock prior to July 1, 1997. This series of preferred
stock will have no voting rights except for changes in the rights of the
preferred stock or incurrence of debt by Metrocall above certain levels. If the
amount of common stock or common stock equivalents to be issued at closing would
exceed 20% of Metrocall's currently outstanding shares, a portion of the stock
consideration will be in the form of additional junior preferred stock.
In order to provide sufficient shares for these and prior
transactions, Metrocall's stockholders will be asked at the annual meeting
scheduled for May 7, 1997, to approve an increase in Metrocall's authorized
shares of common stock to 60,000,000. Shareholders representing approximately
39.4% of the outstanding shares have agreed to vote in favor of this proposal
and the convertibility of the junior preferred stock.
The transaction is subject to approval by the stockholders of Page
America and other standard closing conditions.
Metrocall, Inc., headquartered in Alexandria, Virginia (Metropolitan
Washington, DC), offers paging and wireless messaging across the United States
and in over 1000 cities through its Nationwide Wireless Network to over 2
million subscribers.
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