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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 8, 1997
Metrocall, Inc.
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(Exact name of registrant as specified in its charter)
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<S> <C> <C>
Delaware 0-21924 54-1215634
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) file number) Identification No.)
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6677 Richmond Highway, Alexandria, Virginia
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(Address of Prinicpal Executive Offices)
Registrant's telephone number, including area code: (703) 660-6677
Not Applicable
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
Merger Agreement with ProNet Inc.
As reported on a Form 8-K filed with the Securities and Exchange
Commission on August 12, 1997, in connection with the proposed merger of ProNet
Inc. ("ProNet") with and into Metrocall, Inc. ("Metrocall"), Metrocall and
ProNet entered into an Option Agreement on August 8, 1997 (the "Option
Agreement"). On August 29, 1997, Metrocall and ProNet entered into an
Amendment to Option Agreement (the "Amendment"), which amends the Option
Agreement to clarify when the option granted by ProNet to Metrocall will
terminate. The description of the Amendment is qualified in its entirety by
reference to the Amendment filed herewith as Exhibit 2.1.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
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Exhibit Description
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2.1 Amendment to Option Agreement between Metrocall, Inc.
and ProNet Inc. dated August 29, 1997
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SIGNATURES
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.
Date: September 8, 1997
METROCALL, INC.
By: /s/ Vincent D. Kelly
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Vincent D. Kelly
Chief Financial Officer and Treasurer
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EXHIBIT INDEX
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Exhibit Description
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2.1 Amendment to Option Agreement between Metrocall, Inc.
and ProNet Inc. dated August 29, 1997
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EXHIBIT 2.1
AMENDMENT TO OPTION AGREEMENT
AMENDMENT TO OPTION AGREEMENT dated as of August 29, 1997, by and
between ProNet Inc., a Delaware corporation ("PN") and Metrocall, Inc., a
Delaware corporation ("MC").
W I T N E S S E T H :
WHEREAS, PN and MC are parties to that certain Option Agreement dated
as of August 8, 1997 ("Option Agreement"); and
WHEREAS, the parties desire to amend the Option Agreement in certain
respects.
NOW, THEREFORE, in consideration of the mutual promises contained
herein and other good and valuable consideration, the sufficiency of which is
hereby acknowledged, the parties agree as follows:
1. Section 2(d)(ii) of the Option Agreement is amended to read in
its entirety as follows:
"the termination of the Merger Agreement other than under Sections
7.1(c)(iii), 7.1(d)(ii) or 7.1(d)(iii) thereof; and"
2. Except as expressly modified hereby, all other terms and
conditions of the Option Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment to Option
Agreement as of the date first above written.
PRONET INC.
By: /s/ MARK A. SOLLS
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Name: Mark A. Solls
Title: Vice President
METROCALL, INC.
By: /s/ VINCENT D. KELLY
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Name: Vincent D. Kelly
Title: Chief Financial Officer
