<PAGE> 1
SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
Metrocall, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
- --------------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
- --------------------------------------------------------------------------------
(3) Filing Party:
- --------------------------------------------------------------------------------
(4) Date Filed:
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<PAGE> 2
"PRELIMINARY"
[METROCALL LOGO]
, 1999
Dear Stockholder:
On behalf of the Board of Directors and the employees of Metrocall, Inc., I
cordially invite you to attend a Special Meeting of the Stockholders of
Metrocall, Inc. We will hold the Special Meeting on Friday, January 14, 2000 at
9:00 a.m. eastern time at the Ritz-Carlton, Pentagon City, located at 1250 South
Hayes Street, Arlington, Virginia.
At the Special Meeting, we will ask you to approve an amendment to the
Restated Certificate of Incorporation to: (1) increase the number of authorized
shares of Metrocall common stock from 100 million shares to 200 million shares
and (2) increase the number of authorized shares of Metrocall preferred stock
from 1 million shares to 2 million shares. Applicable law requires your approval
for the increase in the number of authorized shares of common stock and
preferred stock.
YOUR BOARD HAS UNANIMOUSLY APPROVED AND UNANIMOUSLY RECOMMENDS THAT YOU
VOTE FOR THE INCREASE IN THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK AND THE
NUMBER OF AUTHORIZED SHARES OF PREFERRED STOCK.
We have enclosed with this letter a Notice of the Special Meeting, a Proxy
Statement, a proxy card, and a return envelope. We urge you to read all of the
enclosed materials carefully.
Whether or not you plan to attend the Special Meeting, please sign, date,
and promptly return the enclosed proxy card in the enclosed prepaid return
envelope. Your shares will be voted at the Special Meeting in accordance with
your proxy instructions. Of course, if you attend the Special Meeting, you may
vote in person. If you plan to attend the meeting, please mark the appropriate
box on the enclosed proxy card.
Sincerely,
/s/ RICHARD M. JOHNSTON
Richard M. Johnston
Chairman of the Board of Directors
YOUR VOTE IS IMPORTANT.
Please Sign, Date, and Return Your Proxy Card Before the Special Meeting.
If you have any questions about voting your shares, please contact Paul
Liberty, Vice President, Investor Relations, at (703) 660-6677 x. 6260.
<PAGE> 3
"PRELIMINARY"
METROCALL, INC.
6677 RICHMOND HIGHWAY
ALEXANDRIA, VIRGINIA 22306
(703) 660-6677
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
<TABLE>
<CAPTION>
<S> <C>
DATE: JANUARY 14, 2000
TIME: 9:00 A.M. EASTERN TIME
LOCATION: RITZ CARLTON, PENTAGON CITY
1250 SOUTH HAYES STREET
ARLINGTON, VIRGINIA 22202
</TABLE>
Dear Stockholders:
At the Special Meeting of the Stockholders of Metrocall, Inc.
("Metrocall"), you and the other stockholders will be able to vote on the
following proposals:
1. Amendment of Metrocall's Restated Certificate of Incorporation to
increase the number of authorized shares of common stock, par value
$0.01, from 100 million shares to 200 million shares.
2. Amendment of Metrocall's Restated Certificate of Incorporation to
increase the number of authorized shares of preferred stock, par
value $0.01, from 1 million shares to 2 million shares.
Only stockholders of record at the close of business on Friday, December
17, 1999 will be able to vote their shares at the Special Meeting.
By Order of the Board of Directors
/s/ RICHARD M. JOHNSTON
Richard M. Johnston
Chairman of the Board of Directors
Alexandria, Virginia,
, 1999
YOUR VOTE AT THE SPECIAL MEETING IS IMPORTANT.
PLEASE INDICATE YOUR VOTE ON THE ENCLOSED PROXY AND RETURN IT IN THE
ENCLOSED ENVELOPE AS SOON AS POSSIBLE, EVEN IF YOU PLAN TO ATTEND THE MEETING.
IF YOU ATTEND THE MEETING, YOU WILL BE ABLE TO WITHDRAW YOUR PROXY AND VOTE
IN PERSON.
IF YOU HAVE QUESTIONS ABOUT VOTING YOUR SHARES, PLEASE CONTACT PAUL
LIBERTY, VICE PRESIDENT, INVESTOR RELATIONS, AT (703) 660-6677 X. 6260.
<PAGE> 4
"PRELIMINARY"
[METROCALL LOGO]
, 1999
PROXY STATEMENT
FOR
SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON FRIDAY, JANUARY 14, 2000
This Proxy Statement provides information that you should read before you
vote on the two proposals that will be presented to you at the Special Meeting
of Stockholders of Metrocall, Inc. ("Metrocall"). The Special Meeting will be
held on Friday, January 14, 2000, at the Ritz-Carlton, Pentagon City, located at
1250 South Hayes Street, Arlington, Virginia at 9:00 a.m., eastern time.
This Proxy Statement provides specific information about the Special
Meeting, the proposals on which you will be asked to vote at the Special
Meeting, and other relevant information.
On , 1999, we began mailing information to people who, according
to our stockholder records, owned shares of Metrocall's common stock at the
close of business on December 17, 1999.
FORWARD-LOOKING STATEMENTS
This Proxy Statement contains forward-looking statements that involve risks
and uncertainties. When used in this Proxy Statement, the words "anticipate,"
"believe," "estimate," "intend," "may," "will" and "expect" and similar
expressions as they relate to Metrocall, or Metrocall's management are intended
to identify such forward-looking statements. Metrocall undertakes no obligation
to revise these forward-looking statements to reflect any future events or
circumstances. Metrocall's actual results, performance, or achievements could
differ materially from the results expressed in, or implied by, these
forward-looking statements. Factors that could cause or contribute to such
differences include those discussed under the headings "Additional Factors
Affecting Future Operating Results and Financial Condition" included within
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" in Metrocall's Annual Report on Form 10-K, as amended, which is
incorporated by reference into this Proxy Statement.
<PAGE> 5
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
NO.
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<S> <C>
INFORMATION ABOUT THE SPECIAL
MEETING AND VOTING............... 1
PROPOSAL ONE -- Amendment of
Metrocall's Charter to Increase
the Number of Authorized Shares
of Common Stock................ 3
PROPOSAL TWO -- Amendment of
Metrocall's Charter to Increase
the Number of Authorized Shares
of Preferred Stock............. 5
</TABLE>
<TABLE>
<CAPTION>
PAGE
NO.
----
<S> <C>
STOCK OWNERSHIP.................. 7
INDEX TO EXHIBITS................ 9
</TABLE>
i
<PAGE> 6
INFORMATION ABOUT THE SPECIAL MEETING AND VOTING
The Board of Directors is soliciting your proxy to encourage your
participation in the voting at the Special Meeting and to obtain your support on
the proposals. You are invited to attend the Special Meeting and vote your
shares directly. If you do not attend the Special Meeting, you may vote by
proxy, which allows you to direct another person to vote your shares at the
Special Meeting on your behalf.
THE SPECIAL MEETING
Metrocall will hold the Special Meeting at 9:00 a.m. eastern time on
Friday, January 14, 2000, at the Ritz-Carlton, Pentagon City, located at 1250
South Hayes Street in Arlington, Virginia 22202.
THIS PROXY SOLICITATION
This solicitation contains two parts: the proxy card and this Proxy
Statement. The proxy card is the means by which you authorize another person to
vote your shares in accordance with your instructions. This Proxy Statement
provides you with information on the proposals and other matters that you may
find useful in determining how to vote. On , 1999, we began mailing
this Proxy Statement to all people who, according to our stockholder records,
owned shares of Metrocall's common stock at the close of business on December
17, 1999.
Metrocall will pay for soliciting these proxies. Metrocall's directors,
officers, and employees may solicit proxies in person or by telephone, mail,
facsimile, or otherwise but they will not receive additional compensation for
their services. Metrocall also has retained Corporate Investor Communications,
Inc. to assist in distributing proxy solicitation materials and soliciting
proxies. Metrocall estimates the cost of retaining Corporate Investor
Communications, Inc. to be $6,000, plus reasonable out-of-pocket expenses.
Metrocall will reimburse brokers and other nominees their reasonable
out-of-pocket expenses for forwarding proxy materials to beneficial owners of
stock held by record by them.
HOW TO VOTE YOUR SHARES
You have one vote for each share of common stock that you owned of record
at the close of business on December 17, 1999. The number of shares you owned on
that date (and may vote) is listed on the enclosed proxy card. You may vote your
shares at the Special Meeting in person or by proxy. To vote in person, you must
attend the Special Meeting and obtain and submit a ballot. Metrocall will have
ballots for voting in person available at the Special Meeting. To vote by proxy,
you must complete and return the enclosed proxy card. By completing and
returning the proxy card, you will be directing the persons designated on the
proxy card (those persons are known as "proxies") to vote your shares at the
Special Meeting in accordance with the instructions you give on the proxy card.
Richard M. Johnston and William L. Collins III, members of the Metrocall Board
of Directors, will serve as proxies for the Special Meeting.
If you decide to vote by proxy, your proxy card will be valid only if you
sign, date, and return it before the Special Meeting. IF YOU COMPLETE ALL OF THE
PROXY CARD EXCEPT THE VOTING INSTRUCTIONS, THE DESIGNATED PROXIES WILL VOTE YOUR
SHARES FOR EACH OF THE TWO PROPOSALS.
HOW TO REVOKE YOUR PROXY
You may revoke your proxy at any time before it is voted by any of the
following means:
- Notifying Metrocall's Assistant Secretary in writing that you wish to
revoke your proxy.
- Submitting a proxy dated later than your original proxy.
- Attending the Special Meeting and voting. Your attendance at the Special
Meeting will not by itself revoke a proxy. You must obtain a ballot and
vote your shares to revoke the proxy.
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Under Metrocall's Bylaws, no business may be transacted at the meeting
other than the proposals discussed in this Proxy Statement.
VOTE REQUIRED FOR APPROVAL
Each of the two proposals will be approved if holders of a majority of the
shares of Metrocall's common stock vote in favor of the amendment. If you
abstain from voting, it has the same effect as if you voted against this
proposal. Broker non-votes have the same effect as a vote against this proposal.
(A broker non-vote can occur if you hold your shares with a broker and are asked
to instruct your broker how to vote your shares. If you do not instruct your
broker how to vote, your broker will not be able to vote for or against the
proposal. If your broker returns a proxy card for your shares without any voting
instructions, your shares will be counted as "broker non-vote" shares.)
Proxies that are executed but unmarked will be voted FOR all proposals set
forth in this Proxy Statement.
On the record date for the Special Meeting (December 17, 1999),
shares of Metrocall's common stock were issued and outstanding. Metrocall's
Bylaws require that a "quorum" be present at the Special Meeting. A quorum will
be present if a majority of the issued and outstanding shares of Metrocall's
common stock, or shares, is represented at the Special Meeting, in
person or by proxy. If a quorum is not present, a vote cannot occur. Abstentions
and broker non-votes will be counted as shares that are represented at the
Special Meeting in determining whether a quorum is present.
OTHER MATTERS
Under Section 262 of the Delaware General Corporation Law, you are not
entitled to appraisal rights whether or not you vote against the proposals.
Any proposal intended to be presented by any stockholder for action at the
2000 Annual Meeting of Stockholders of Metrocall must have been received by the
Secretary of Metrocall at 6677 Richmond Highway, Alexandria, Virginia 22306 on
or before November 30, 1999, to be included in Metrocall's proxy statement and
proxy relating to the 2000 Annual Meeting.
Those proposals, if any, must have complied with Rule 14a-8 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), as well as
with Metrocall's Amended and Restated Certificate of Incorporation and Bylaws.
Under Rule 14a-4 of the Exchange Act, Metrocall will be able to use proxies
given to it for the 2000 Annual Meeting of Stockholders to vote for or against
any stockholder proposal that is submitted other than pursuant to Rule 14a-8 at
Metrocall's discretion, unless the proposal was submitted to Metrocall on or
before November 30, 1999.
A list of stockholders entitled to vote at the Special Meeting will be
available at Metrocall's offices, 6677 Richmond Highway, Alexandria, Virginia
22306 for a period of 10 days before the Special Meeting and at the meeting
itself for examination by any stockholder.
-------------------------
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR APPROVAL OF
ALL PROPOSALS SET FORTH IN THIS PROXY STATEMENT.
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<PAGE> 8
PROPOSAL ONE -- AMENDMENT OF METROCALL'S CHARTER
TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
INTRODUCTION
Metrocall's Restated Certificate of Incorporation (the "Charter") provides
that Metrocall is authorized to issue two classes of stock consisting of 100
million shares of common stock, $0.01 par value per share, and 1 million shares
of preferred stock, $0.01 par value per share. On December 9, 1999, the Board of
Directors determined by resolution that it is in the best interests of Metrocall
and its stockholders to increase the number of authorized shares of common stock
from 100 million to 200 million and authorized an amendment to Article 4.1 of
the Charter to effect the proposed increase. You are being asked to approve at
the Special Meeting the amendment to Article 4.1 of the Charter, set forth in
Exhibit A to this Proxy Statement.
On December 17, 1999, there were shares of Metrocall common stock
issued and outstanding, shares of common stock reserved for issuance
upon conversion of Metrocall's Series A Preferred and Series C Preferred,
2,915,254 shares of common stock reserved for issuance upon exercise of warrants
and shares of common stock reserved for issuance upon exercise of
employee stock options and under the employee stock purchase plan.
PURPOSE AND EFFECT OF THE AMENDMENT
In the opinion of Metrocall's Board of Directors, the additional authorized
shares of common stock will benefit Metrocall by providing flexibility to the
Board of Directors, without requiring further action or authorization by the
stockholders (except as may be required by applicable law or stock exchange
requirements) to issue additional shares of common stock from time to time to
respond to business needs and opportunities as they arise, or for other proper
corporate purposes. These needs, opportunities, and purposes might include, for
example, obtaining capital funds through public and private offerings of shares
of common stock or of securities convertible into shares of common stock and
using shares of common stock in connection with structuring possible
acquisitions of businesses and assets. Additionally, the Board of Directors, in
its discretion, could in the future declare stock splits or stock dividends or,
subject to stockholder approval, increase, establish, or extend stock option and
other stock award plans. Metrocall may evaluate potential acquisitions from time
to time. However, Metrocall has no present arrangements or agreements with
respect to possible acquisitions or financings. No stock splits, dividends or
other actions requiring the availability of the additional authorized shares of
common stock are currently planned.
Increasing the number of authorized shares of common stock will not have
any immediate effect on the rights of current stockholders. However, the Board
of Directors will have the authority to issue authorized shares of common stock
without requiring future stockholder approval of those issuances (except as may
be required by applicable law or stock exchange requirements). If the Board of
Directors determines that an issuance of shares of Metrocall common stock is in
the best interests of Metrocall and its stockholders, the issuance of additional
shares could have the effect of diluting the earnings per share or book value
per share of the outstanding shares of common stock or the stock ownership or
voting rights of a stockholder. The holders of Metrocall common stock have no
preemptive right to purchase any of the additional shares of common stock when
issued. Under the terms of the Series A Preferred and based on the current
market price of the Metrocall common stock, Metrocall would be required to
reserve additional shares of common stock, for issuance upon conversion.
POTENTIAL ANTI-TAKEOVER EFFECT
The increase in the number of authorized shares of common stock and the
subsequent issuance of all or a portion of those shares could have the effect of
delaying or preventing a
3
<PAGE> 9
change of control of Metrocall without further action by the stockholders.
Subject to applicable law and stock exchange requirements, Metrocall could issue
shares of authorized and unissued common stock in one more transactions that
would make a change of the control of Metrocall more difficult and therefore
less likely. Any issuance of additional shares could have the effect of diluting
the earnings per share and book value per share of the outstanding shares of
common stock or the stock ownership and voting rights of a person seeking to
obtain control of Metrocall. Metrocall is not aware of any pending or proposed
transaction involving a change of control of Metrocall.
REQUIRED VOTE; RECOMMENDATION OF THE BOARD OF DIRECTORS
Approval of the amendment to the Charter will require the affirmative vote
of the holders of a majority of the outstanding shares of Metrocall's common
stock. Abstentions and broker non-votes will be equivalent to a vote against the
amendment.
YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR PROPOSAL
ONE.
4
<PAGE> 10
PROPOSAL TWO -- AMENDMENT OF METROCALL'S CHARTER
TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF PREFERRED STOCK
INTRODUCTION
Metrocall's Charter provides that Metrocall is authorized to issue two
classes of stock consisting of 100 million shares of common stock, $0.01 par
value per share, and 1 million shares of preferred stock, $0.01 par value per
share. On December 9, 1999, the Board of Directors determined by resolution that
it is in the best interests of Metrocall and its stockholders to increase the
number of authorized shares of preferred stock from 1 million to 2 million and
authorized an amendment to Article 4.1 of the Charter to effect the proposed
increase. You are being asked to approve at the Special Meeting the amendment to
Article 4.1 of the Charter, set forth in Exhibit A to this Proxy Statement.
On December 17, 1999, there were shares of Metrocall preferred
stock issued and outstanding, of which shares were issued and
outstanding of Series A Convertible Preferred Stock, par value $0.01 per share
("Series A Preferred"), and of which shares were issued and
outstanding of Series C Convertible Preferred Stock, par value $0.01 per share
("Series C Preferred"). Of the 1 million authorized shares of preferred stock,
810,000 shares were designated Series A Preferred and 25,000 shares were
designated Series C Preferred.
PURPOSE AND EFFECT OF THE AMENDMENT
In the opinion of the Metrocall Board of Directors, the additional
authorized shares of preferred stock also will benefit Metrocall by providing
flexibility to the Board of Directors, without requiring further action or
authorization of the stockholders (except as may be required by applicable law
or stock exchange requirements) to issue additional shares of preferred stock
from time to time to respond to business needs, opportunities, and other proper
corporate purposes, such as obtaining capital funds through private offerings of
shares of preferred stock, and using shares of preferred stock in connection
with possible acquisitions. Metrocall has no present arrangements or agreements
with respect to those types of actions.
Increasing the number of authorized shares of preferred stock will not have
any immediate effect on the rights of current stockholders. However, the Board
of Directors will have the authority to issue a series of authorized shares of
preferred stock without requiring future stockholder approval of those issuances
(except as may be required by applicable law or stock exchange requirements). An
issuance of a series of preferred stock would have designations, preferences,
conversion rights, cumulative, relative, participating or optional rights, or
restrictions as the Board of Directors may determine, subject to any limitations
of the Series A Preferred and Series C Preferred.
It is not possible to determine the actual effect of any future issuance of
a series of preferred stock on the rights of the common stockholders of
Metrocall until the Board of Directors determines those rights. However,
possible effects may include (1) restrictions on the payment of dividends to
holders of the common stock; (2) dilution of voting power to the extent that the
holders of shares of preferred stock are given voting rights; (3) dilution of
the equity interests and voting power if shares of preferred stock are
convertible into shares of common stock; and (4) restrictions upon any
distribution of assets to the holders of the common stock upon liquidation or
dissolution and until the satisfaction of any liquidation preference granted to
the holders of the preferred stock.
POTENTIAL ANTI-TAKEOVER EFFECT
The increase in the number of authorized shares of preferred stock and the
subsequent issuance of all or a portion of those shares could have the effect of
delaying or preventing a change of control of Metrocall without further action
by the stockholders. Subject to applicable law and stock exchange requirements,
Metrocall could issue shares of authorized and unissued preferred stock in one
more transactions that
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<PAGE> 11
would make a change of the control of Metrocall more difficult and therefore
less likely. The issuance of shares of preferred stock could be used to create
voting or other impediments or to discourage persons seeking to gain control of
Metrocall, for example, by the sale of shares of preferred stock to purchasers
favorable to the Board of Directors. In addition, the Board of Directors could
authorize holders of a series of preferred stock to vote either separately as a
class or with the holders of common stock, on any merger, sale, or exchange of
assets by Metrocall or any other extraordinary corporate transaction. The
existence of additional authorized shares of preferred stock could have the
effect of discouraging unsolicited takeover attempts. Any issuance of additional
shares of preferred stock or conversion of shares of preferred stock into common
stock could have the effect of diluting the earnings per share and book value
per share of the outstanding shares of common stock or the stock ownership and
voting rights of a person seeking to obtain control of Metrocall. Metrocall is
not aware of any pending or proposed transaction involving a change of control
of Metrocall.
REQUIRED VOTE; RECOMMENDATION OF THE BOARD OF DIRECTORS
Approval of the amendment to the Charter will require the affirmative vote
of the holders of a majority of the outstanding shares of Metrocall's common
stock. Abstentions and broker non-votes will be equivalent to a vote against the
amendment.
YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR PROPOSAL
TWO.
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STOCK OWNERSHIP
There were 41,901,908 shares of Metrocall's common stock issued and
outstanding on December 9, 1999. The following table sets forth certain
information as of December 9, 1999, regarding beneficial ownership of Metrocall
common stock by (1) each person who is known to Metrocall to own more than 5% of
its common stock, (2) each director and executive officer of Metrocall and (iii)
all directors and executive officers as a group.
Under the rules of the Securities and Exchange Commission, a beneficial
owner of Metrocall's common stock is a person who directly or indirectly has or
shares voting power or investment power with respect to the shares of common
stock. Voting power is the power to direct the vote of the shares. Investment
power is the power to dispose of or direct the disposition of the shares.
Beneficial ownership of the shares also includes those shares as to which voting
power or investment power may be acquired within 60 days.
The information on beneficial ownership in the table and the footnotes is
based upon Metrocall's records and the most recent Schedule 13D or 13G filed by
each such person or entity.
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENT OF
BENEFICIALLY COMMON STOCK
NAME OWNED(a) OUTSTANDING
---- ---------------- ------------
<S> <C> <C>
Richard M. Johnston, Chairman of the Board and Director 104,305(a) *
William L. Collins III, President, Chief Executive
Officer, Vice Chairman of the Board and Director 574,933(b) 1.4%
Vincent D. Kelly, Chief Financial Officer, Treasurer,
and Executive Vice President 331,588(c) *
Steven D. Jacoby, Chief Operating Officer,
and Executive Vice President 232,079(d) *
Ronald V. Aprahamian, Director 110,000(e) *
Harry L. Brock, Jr., Director 3,692,710(f) 8.8%
6677 Richmond Highway
Alexandria, VA 22306
Michael Greene, Director 2,096,019(g) 4.9%
Max D. Hopper, Director 49,000(h) *
Edward E. Jungerman, Director 52,150(i) *
Jackie R. Kimzey, Director 260,315(j) *
Francis A. Martin III, Director 92,000(k) *
Royce R. Yudkoff, Director 48,061(l) *
All directors and executive officers as a group (12
persons) 7,643,160(m) 17.2%
Page America Group, Inc. 3,056,857 7.3%
125 State Street, Suite 100
Hackensack, NJ 07601
Wellington Management Company, LLP 2,433,442(n) 5.8%
75 State Street
Boston, Massachusetts 02109
Paul Tudor Jones II 2,369,300(o) 5.7%
One Liberty Plaza, 51st Floor
New York, New York 10006
Ray D. Russenberger 2,209,043 5.3%
119 W. Intendencia Street
Pensacola, FL 32501
</TABLE>
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<TABLE>
<S> <C>
* Less than 1%.
(a) Includes 104,000 shares of Metrocall's common stock issuable
upon the exercise of options granted under Metrocall's stock
option plans.
(b) Includes 19,396 shares owned of record by USA
Telecommunications, Inc. ("USATel"); 305 shares owned by
William L. Collins, Jr.; and 211,846 shares issuable upon
the exercise of options granted under Metrocall's stock
option plans.
(c) Includes 256,588 shares issuable upon the exercise of
options granted under Metrocall's stock option plans.
(d) Includes 988 shares owned of record by USATel and 159,477
shares issuable upon the exercise of options granted under
Metrocall's stock option plans.
(e) Includes 40,000 shares of Metrocall's common stock issuable
upon exercise of options granted under Metrocall's stock
option plans.
(f) Includes 147,510 shares issuable upon exercise of options
granted under Metrocall's stock option plans.
(g) Includes 970,365 shares held by UBS Capital LLC, of which
Mr. Greene is a Managing Director. Also includes 1,088,654
shares of Metrocall's common stock that may be acquired upon
exercise of warrants held by UBS Capital LLC and 37,000
shares of Metrocall's common stock issuable upon the
exercise of options granted under Metrocall's stock option
plans.
(h) Includes 40,000 shares of Metrocall's common stock issuable
upon exercise of options granted under Metrocall's stock
option plans.
(i) Includes 51,250 shares of Metrocall's common stock issuable
upon the exercise of options granted under Metrocall's stock
option plans.
(j) Includes 251,500 shares of Metrocall's common stock issuable
upon the exercise of options granted under Metrocall's stock
option plans and 7,920 shares owned of record by certain
members of Mr. Kimzey's family.
(k) Includes 42,000 shares of Metrocall's common stock issuable
upon the exercise of options granted under Metrocall's stock
option plans.
(l) Includes 36,000 shares of Metrocall's common stock issuable
upon the exercise of options granted under Metrocall's stock
option plans.
(m) Includes an aggregate of 1,377,171 shares of Metrocall's
common stock issuable upon the exercise of options granted
under Metrocall's stock option plans; 1,088,654 shares
issuable upon the exercise of warrants held by UBS Capital
LLC; and 998,974 shares through beneficial ownership.
(n) Reflects ownership as of June 30, 1999, based on Metrocall's
records.
(o) As reported on Schedule 13G filed on November 12, 1999.
</TABLE>
8
<PAGE> 14
INDEX TO EXHIBITS
Exhibit A Proposed Amendment to the Restated Certificate of Incorporation
9
<PAGE> 15
EXHIBIT A: PROPOSED AMENDMENT TO THE AMENDED
AND RESTATED CERTIFICATE OF INCORPORATION
RESOLVED, that the Board of Directors deems it advisable and in the best
interests of the Company and its stockholders to increase the number of
authorized shares of Common Stock, par value $0.01 per share, of the Company
from 100 million shares to 200 million shares and to increase the number of
authorized shares of Preferred Stock, par value $0.01 per share, of the Company
from 1 million shares to 2 million shares, and therefore approves and recommends
that the stockholders of the Company adopt an amendment to Article 4.1 of the
Restated Certificate of Incorporation of the Company, as follows (changes are
underlined and in bold type and the proposed deletions are stricken through):
4.1 AUTHORIZED SHARES
The total number of shares of all classes of stock that the Corporation
shall have the authority to issue is 202,000,000 shares of which 2,000,000
shares shall be Preferred Stock, having a par value of $0.01 per share (the
"Preferred Stock") and 200,000,000 shall be classified as shares of Common
Stock, par value $0.01 per share ("Common Stock"). The Board of Directors is
expressly authorized to provide for the classification and reclassification of
any unissued shares of Preferred Stock or Common Stock and the issuance thereof
in one or more classes or series without the approval of the stockholders of
the Corporation.
10
<PAGE> 16
"PRELIMINARY"
PROXY FOR THE SPECIAL MEETING OF STOCKHOLDERS
OF
METROCALL, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Richard M. Johnson and William L. Collins
III, and each of them singly, with full power of substitution to act as the
lawful agent and proxy for the undersigned and to vote all shares of common
stock of Metrocall, Inc. that the undersigned is entitled to vote and holds of
record on December 17, 1999 at the Special Meeting of Stockholders of
Metrocall, Inc. to be held at the Ritz-Carlton Hotel, located at 1250 South
Hayes Street, Arlington, Virginia 22202, on January 14, 2000 at 9:00 a.m.,
local time, and at any adjournments thereof, on all matters properly coming
before the Special Meeting.
(TO BE SIGNED ON REVERSE SIDE)
You are encouraged to specify your choices by marking the appropriate
boxes on the reverse side but you need not mark any boxes if you wish to vote
in accordance with the recommendations of the Board of Directors. The persons
appointed as proxies cannot vote your shares unless you sign and return this
card.
You may revoke this proxy at any time before it is voted by delivering to
the Assistant Secretary of the Company either a written revocation of the proxy
or a duly executed proxy bearing a later date, or by appearing at the Special
Meeting and voting in person.
This proxy when properly executed will be voted in the manner you have
directed. If you do not specify any directions, this proxy will be voted FOR
proposals 1 and 2 and in accordance with the discretion of the persons
appointed as proxies on such other matters that may properly come before the
meeting to the extent permitted by law.
- --------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL PROPOSALS
- --------------------------------------------------------------------------------
[REVERSE SIDE]
[X] PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE
I plan to attend the Special Meeting. [ ]
FOR AGAINST ABSTAIN
1. Amendment of the [ ] [ ] [ ]
Restated Certificate of
Incorporation of
Metrocall, Inc. to
increase the number of
authorized shares of
<PAGE> 17
Common Stock.
2. Amendment of the [ ] [ ] [ ]
Restated Certificate of
Incorporation of
Metrocall, Inc. to
increase the number of
authorized shares of
Preferred Stock.
The undersigned acknowledges receipt from Metrocall, Inc. prior to the
execution of this proxy of a Notice of the Special Meeting of Stockholders and
of a Proxy Statement dated _____________ , 1999 relating to the meeting.
Please sign exactly as name appears on this card. If shares are held
jointly, each holder may sign but only one signature is required. When signing
as attorney, executor, administrator, trustee or guardian, please give your full
title as such.
Dated:
----------------------------------
----------------------------------------
Signature of Stockholder
----------------------------------------
Signature of Stockholder
