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FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): November 15, 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 File Number) (IRS Employer
of incorporation) Identification No.)
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6677 Richmond Highway, Alexandria, Virginia 22306
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(Address of principal 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
On November 21, 1997, Metrocall, Inc. issued a press release announcing
the maturity of the Variable Common Rights (the "VCR"s) issued as part of the
consideration in the merger of A+ Network, Inc. with and into Metrocall, Inc.
pursuant to a Variable Common Rights Agreement (the "VCR Agreement") dated
November 15, 1996. Pursuant to the VCR Agreement, the required VCR payment
amount was determined to be zero. Metrocall has elected not to extend the
maturity of the VCRs beyond the maturity date and therefore all rights under
the VCR Agreement were terminated effective November 15, 1997.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION, AND EXHIBITS
Exhibit Description
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99.1 Press Release dated November 21, 1997.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: November 25, 1997
METROCALL, INC.
/s/ Vincent D. Kelly
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Vincent D. Kelly
Chief Financial Officer, Treasurer
and Vice President
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EXHIBIT INDEX
Exhibit Description
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99.1 Press Release dated November 21, 1997
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Exhibit 99.1
NOVEMBER 21, 1997
FOR IMMEDIATE RELEASE CONTACT: PAUL LIBERTY, VP, INVESTOR RELATIONS
(703) 660-6677, EXT. 6260
E-MAIL: [email protected]
Variable Common Rights Associated with A+ Network and Metrocall Merger Expire
Alexandria, Virginia, November 21, 1997 - Metrocall, Inc., (NASDAQ:
MCLL) today announced that the indexed variable common rights (VCR) associated
with the merger of A+ Network and Metrocall have expired without value.
As a result of the merger completed on November 15, 1996, A+ Network
shareholders received 1.17877 shares of Metrocall Common Stock for each A+
Network share. A+ Network shareholders also received one VCR for each Metrocall
share. Each VCR represented the right to receive payment of up to $5 in
Metrocall stock or cash, at Metrocall's option, if the average trading price of
Metrocall shares for periods ended at November 15, 1997, was less than the
target price. The target price was indexed downward based upon changes
in the average trading prices of Arch Communications Group, Inc., MobileMedia
Communications, Inc., and ProNet, Inc. Since the changes in the index caused the
target price to fall below the floor price of $16.10 (which was not indexed)
under the applicable formula the VCR payment was zero, and therefore the VCR's
expired without value.
Metrocall, Inc., headquartered in Alexandria, Virginia (Metropolitan
Washington, DC), will become the second largest paging and wireless messaging
company with over 4 million subscribers, upon the completion of the ProNet
merger, offering service throughout the United States through its Nationwide
Wireless Network. Stockholders meetings to approve the merger are scheduled for
December 17, 1997, and the merger is presently expected to close by the end of
December 1997.
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