<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
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
JANUARY 16, 1997
(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.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
Page 1 of 4 pages.
Exhibit Index on page 4.
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ITEM 4. PURPOSE OF TRANSACTION
Item 4(d) is amended to read as follows:
(d) Pursuant to the terms of the Preferred Shares, UBS has the
right to appoint one of eleven members of the Issuer's Board of Directors. See
Exhibit 2. On January 16, 1997, UBS exercised such rights and appointed
Michael Greene, a Managing Director of UBS, to serve on the Issuer's Board of
Directors.
Page 2 of 4 pages.
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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 January 21, 1997
UBS CAPITAL LLC
By: /s/ Michael Greene
--------------------------
Name: Michael Greene
Title: Managing Director
By: /s/ Marc Unger
--------------------------------
Name: Marc Unger
Title: Chief Financial Officer
Page 3 of 4 pages.
<PAGE> 4
Index to Exhibits
<TABLE>
<CAPTION>
EXHIBIT
- ------- PAGE NO. IN
SEQUENTIAL
NUMBERING SYSTEM
----------------
<S> <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 4 of 4 pages.
