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FILED BY METROCALL, INC.
PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933
SUBJECT COMPANY: METROCALL, INC.
COMMISSION FILE NO: 000-21924
FOR IMMEDIATE RELEASE:
Monday August 7, 2000
Metrocall Media Contact: Metrocall Analyst Contact:
Timothy J. Dietz Paul J. Liberty
Director Vice President
Corporate Communications Investor Relations
(703) 660-6677x6231 (703) 660-6677x6260
[email protected] [email protected]
METROCALL UPGRADED TO NASDAQ'S NATIONAL MARKET SYSTEM
Alexandria, Va., Monday, August 7, 2000--Metrocall, Inc., (NASDAQ: MCLL),
today announced that it has met the National Market listing requirements of the
Nasdaq Stock Exchange. The company will now be traded on the Nasdaq National
Market System. Previously the company traded on the Nasdaq SmallCap Market. The
Nasdaq National Market System is made-up of companies that meet certain criteria
including, but not limited to, total shareholders, total revenues and minimum
bid price.
The announcement represents another positive event for the visibility of
Metrocall's stock. On February 3, 2000, Metrocall announced the conversion of
$105 million face value of preferred stock owned by AT&T Wireless into 13.25
million common shares, making AT&T Wireless Metrocall's largest shareholder
(approximately 16%). Additionally on February 3, 2000, Metrocall announced
significant equity investments from Hicks, Muse, Tate & Furst, Aether Systems
and PSINet. Each company purchased approximately 10% of Metrocall's common
equity. At that time, Hicks, Muse, Tate & Furst also received options to invest
an additional $75 million in the company's common stock at prices which were
significant premiums to market. On July 10, 2000 the Company was named to the
Russell 2000 Index, which is one of the better known indexes used to measure the
performance of certain publicly traded sectors. On July 19, 2000, Metrocall
hosted a technology symposium for analysts and investors, which compared and
contrasted Metrocall's Advanced Messaging Products and Services with other
potential technologies. This conference was well attended and received and
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has widely been discussed in association with the future potential of the
wireless data and messaging industry in which Metrocall participates.
"We welcome the news that Metrocall will now be traded on Nasdaq's
National Market and consider this announcement further validation of our
strategy to provide businesses with wireless connections to e-mail and the
Internet," stated Vincent D. Kelly, Metrocall's chief financial officer. "The
wireless data and messaging sector is teeming with potential as the data
applications, Internet and telecommunications industries are converging.
Metrocall is well-positioned to provide the products and services necessary to
meet the demands of the mobile business community moving forward."
ABOUT METROCALL, INC.
Metrocall, Inc., headquartered in Alexandria, Virginia, is one of the
largest wireless data and messaging companies in the United States providing
both products and services to more than six million business and individual
subscribers. Metrocall was founded in 1965, became a publicly traded company in
1993 and currently employs approximately 3,800 professionals coast to coast. The
Company offers two-way interactive messaging, wireless e-mail and Internet
connectivity, cellular and digital PCS phones, as well as one-way messaging
services. Metrocall operates on many nationwide, regional and local networks,
including a new Two-Way Interactive Network (TWIN), and can supply a wide
variety of customizable Internet-based information content services. Also,
Metrocall offers totally integrated resource management systems and
communications solutions for business and campus environments. Metrocall's
wireless networks operate in the top 1,000 markets all across the nation and the
Company has offices and retail locations in more than forty states. Metrocall is
the largest equity-owner of Inciscent, an independent business-to-business
enterprise, that is a national full-service "wired-to-wireless" Application
Service Provider (ASP). For more information on Metrocall please visit our Web
site and On-line store at www.metrocall.com or AOL Keyword: Metrocall.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
The statements set forth above that are not historical facts, such as those
concerning Metrocall's advanced wireless data and messaging strategies, are
forward-looking statements that are subject to risks and uncertainties. A number
of risks and uncertainties could cause actual results to, events or developments
to differ from expectations. Among the factors that could cause actual results
to differ are 1) the speed and extent to which markets for advanced messaging
data and messaging services develop and grow; 2) Metrocall's and its joint
venture affiliate Inciscent's ability to develop and market products and
services that respond to market conditions and customers' needs; 3) the impact
of competition from other companies in the wireless data and Internet business;
4) the need to respond to rapid technological developments that could affect the
commercial viability of Metrocall's and Inciscent's products and services. You
should refer to our Annual Report on Form 10-K for a complete discussion of
these and other factors that could cause actual results to differ materially
from those projected in these forward-looking statements.
ANY SECURITIES TO BE ISSUED PURSUANT TO METROCALL'S PREVIOUSLY ANNOUNCED
PROPOSAL RELATED TO PAGENET WILL BE ISSUED PURSUANT TO APPLICABLE PROVISIONS OF
THE SECURITIES ACT OF 1933 OR AN EXEMPTION THEREFROM. INVESTORS ARE URGED TO
READ THE RELEVANT DOCUMENTS TO BE FILED WITH THE SECURITIES & EXCHANGE
COMMISSION AND/OR THE BANKRUPTCY COURT WHICH WILL
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CONTAIN IMPORTANT INFORMATION ABOUT ANY TRANSACTION INVOLVING METROCALL.
INVESTORS CAN OBTAIN ANY DOCUMENT FILED WITH THE COMMISSION FOR FREE AT THE
COMMISSION'S WEB SITE, HTTP://www.SEC.GOV.
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