<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
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 7, 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 7 pages.
Exhibit Index on page 7.
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SCHEDULE 13D
CUSIP NO. 591 647 10 2 Page 2 of 7 Pages
- -------------------------------------------------------------------------------
NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
1
UBS Capital LLC
- -------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS) (A) [ ]
2 (B) [ ]
- -------------------------------------------------------------------------------
SEC USE ONLY
3
- -------------------------------------------------------------------------------
SOURCE OF FUNDS (SEE INSTRUCTIONS)
4
AF, WC
- -------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
5
- -------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
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SOLE VOTING POWER
7 1,937,019 shares of Common Stock, including 1,088,654
shares of Common Stock subject to the Warrants
NUMBER OF described herein
SHARES ------------------------------------------------------------
BENEFICIALLY SHARED VOTING POWER
OWNED BY 8 -0-
EACH ------------------------------------------------------------
REPORTING SOLE DISPOSITIVE POWER
PERSON 9 1,937,019 shares of Common Stock, including 1,088,654
WITH shares of Common Stock subject to the Warrants
described herein
------------------------------------------------------------
SHARED DISPOSITIVE POWER
10 -0-
- -------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
11 1,937,019 shares of Common Stock, including 1,088,654
shares of Common Stock subject to the Warrants
described herein
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 7.58% (based on 24,478,295 shares
outstanding on November 15, 1996)
- -------------------------------------------------------------------------------
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
14
OO
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<PAGE> 3
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 is amended to read as follows:
UBS purchased an aggregate of 848,365 shares of Common Stock
for total consideration (including brokerage commissions) of $4,302,287. UBS
utilized funds for such purpose from its working capital.
Pursuant to a unit purchase agreement dated as of November 15,
1996, among the Issuer, UBS and certain other investors, UBS purchased Warrants
to purchase 1,088,654 shares of Common Stock as part of units containing one
share of Series A Convertible Preferred Stock (a "Preferred Share") and one
Warrant to purchase 18.266 shares of Common Stock at an exercise price per share
of $7.40 ("Units"), for total consideration of $14,900,000, of which a de
minimis amount was allocated to the purchase of the Warrants. UBS obtained funds
for such purpose from an affiliated entity.
If the Warrants are exercised, UBS intends to obtain the funds
to pay for the shares of Common Stock to be purchased thereunder from various
sources, including, without limitation, from working capital and/or from
affiliated entities.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 is amended to read as follows:
(a) UBS is the beneficial owner of 1,937,019 shares of Common
Stock, including 1,088,654 shares of Common Stock subject to the Warrants
described herein, or approximately 7.58% of the issued and outstanding shares of
common stock of the Issuer as of November 15, 1996. The Warrants are exercisable
at any time through and including November 15, 2001.
The Preferred Shares held by UBS are convertible in to shares
of Common Stock commencing on November 15, 2001 or upon the occurrence of
certain change of control events. See Exhibit 2. Accordingly, UBS is not
currently the beneficial owner of shares of Common Stock which it may receive
upon conversion of Preferred Shares.
UBS Securities and Union Bank of Switzerland, through their
direct and indirect ownership interests in UBS, may be deemed to be the indirect
beneficial owners of such 1,937,019 shares of Common Stock. Union Bank of
Switzerland may also be deemed to be the beneficial owner of 250 shares of
Common Stock held by Banco de Lugano, a wholly-owned Swiss subsidiary of Union
Bank of Switzerland, for the account of a client.
(b) UBS has the sole power to vote the 848,365 shares of Common
Stock, and upon exercise of the Warrants, will have the sole power to vote the
1,088,654 shares acquired thereby. Prior to exercise, the Warrants are not
accorded any voting rights.
Page 3 of 7 pages.
<PAGE> 4
(c) During the past sixty (60) days, UBS has engaged in
the following transactions in shares of Common Stock:
<TABLE>
<CAPTION>
Amount of Shares
Date of Transaction of Common Stock Involved Price Per Share
------------------- ------------------------ ---------------
<S> <C> <C>
11/15/96 1,088,654* *
12/12/96 5,600 $3.81
12/17/96 5,600 $4.50
12/17/96 5,000 $4.56
12/18/96 300 $4.50
12/18/96 10,000 $4.56
12/18/96 148,350 $4.63
12/18/96 7,579 $4.69
12/18/96 68,000 $4.75
12/18/96 5,000 $4.81
12/19/96 7,400 $4.75
12/19/96 11,400 $4.81
12/19/96 44,000 $4.88
12/20/96 23,300 $4.75
12/23/96 2,500 $4.63
12/23/96 44,500 $4.69
12/23/96 66,836 $4.75
1/7/97 319,000 $5.25
1/7/97 9,000 $5.50
1/8/97 65,000 $5.88
</TABLE>
- ----------------------------------
* Purchase of Warrants to purchase 1,088,654 shares of Common Stock as part
of Units purchased from the Issuer in a private transaction. The purchase
price for each Unit was $250.00, of which a de minimis amount was allocated
to the purchase of the Warrants.
Page 4 of 7 pages.
<PAGE> 5
Except as indicated, all transactions involved purchases of
shares of Common Stock on the Nasdaq National Market. Such purchases of Common
Stock were made by UBS Securities, as agent for UBS, and do not include
commissions paid by UBS.
Except as set forth above, neither UBS nor, to the best
knowledge of UBS, any person identified in Item 2, beneficially owns any shares
of Common Stock or has effected any transaction in shares of Common Stock during
the preceding 60 days.
(d) To the best knowledge of UBS, no person other than UBS, UBS
Securities or Union Bank of Switzerland has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
shares of Common Stock or the shares of Common Stock issuable upon exercise of
the Warrants.
(e) Not applicable.
Page 5 of 7 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 10, 1997
UBS CAPITAL LLC
By: /s/ Justin Maccarone
-------------------------------------
Name: Justin Maccarone
Title: Managing Director
By: /s/ Marc Unger
-------------------------------------
Name: Marc Unger
Title: Chief Financial Officer
Page 6 of 7 pages.
<PAGE> 7
Index to Exhibits
EXHIBIT PAGE NO. IN
- ------- SEQUENTIAL
NUMBERING SYSTEM
----------------
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*
- ----------------------------------
* 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 7 of 7 pages.
