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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 17, 2000
METROCALL, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 0-21924
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(State or other jurisdiction of incorporation ) (Commission File Number)
54-1215634
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(I.R.S. Employer Identification No.)
6677 Richmond Highway, Alexandria, Virginia 22306
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(Address of principal 22306 executive offices) (Zip Code)
Registrant's telephone number, including area code: (703) 660-6677
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Item 5 - Other Events.
EXCHANGE OF SERIES C CONVERTIBLE PREFERRED STOCK
On March 17, 2000, Metrocall completed the previously-reported
exchange of 13,250,000 shares of its common stock, $.01 par value, for
all outstanding shares of its Series C Convertible Preferred Stock. Because this
common stock represents less than 19.9% of the common stock outstanding after
the completion of the equity investments described below, no common stock
equivalents were or will be issued.
Please refer to Metrocall's Annual Report on Form 10-K filed March 10,
2000, at pages 23-24, for additional description of the terms of this
transaction.
COMMON STOCK INVESTMENTS
On March 17, 2000, Metrocall completed the previously-reported
common stock investments by PSINet Inc., Aether Systems, Inc. and affiliates of
Hicks, Muse, Tate & Furst Incorporated (HMT&F). Each of the three
companies acquired approximately 7.8 million common shares for $2.19 a share in
cash. Metrocall received aggregate proceeds from these investments of
approximately $51.0 million. Metrocall also granted HMT&F options (1) to
purchase 8,333,333 shares of common stock, at an exercise price of $3.00 per
share through March 17, 2001; and (2) 12,500,000 shares of common stock at an
exercise price of $4.00 per share plus, if HMT&F has not previously exercised
the foregoing option, 8,333,333 shares of common stock at an exercise price per
share of $3.00, in connection with certain transactions, for a period
ending March 17, 2002, unless extended in accordance with the terms of the
options.
Please refer to Metrocall's Annual Report on Form 10-K filed March
10, 2000, at pages 24-25 for additional description of the terms of these
transactions.
Metrocall had 80,350,900 shares of common stock outstanding upon
completion of the Series C Convertible Preferred stock exchange and common
stock investment transactions.
INCISCENT
On March 17, 2000, Metrocall, PSINet, Inc., Aether Systems,
affiliates of Hicks, Muse, Tate & Furst Incorporated, and other investors
completed the acquisition of shares of Series A Preferred Stock of Inciscent,
Inc, for total consideration of $30 million. Inciscent, Inc. is a full service
business-to-business wired-to-wireless application service provider (ASP) that
will offer a suite of technology services to small office/home office (SOHO) and
small to medium-sized businesses. These services will include broadband Internet
access, domain hosting, e-mail services, auction notification and confirmation,
data solutions and wireless e-mail.
Please refer to Metrocall's Annual Report on Form 10-K filed March
10, 2000, at pages 25-26, for additional description of the terms of this
transaction.
SENIOR CREDIT FACILITY
On March 17, 2000, Metrocall, certain lenders and Toronto Dominion
(Texas), Inc. as administrative agent (as amended, the "Credit Facility")
entered into a Fifth Amended and Restated Credit Facility (the "Credit
Facility"). Under the Credit Facility, subject to certain conditions, Metrocall
may borrow up to $200 million under two loan facilities. Facility A is a $150
million reducing revolving credit facility, and Facility B is a $50 million term
loan facility. The Credit Facility is secured by substantially all of the assets
of Metrocall. Required quarterly repayments begin on March 31, 2002 and continue
through June 1, 2005 for both the Facility A and Facility B commitments. The
final maturity of the loan facilities is June 1, 2005.
The Credit Facility contains various covenants that, among other
restrictions, require Metrocall to maintain certain financial ratios, including
total debt to annualized operating cash flow (not to exceed 6.0 to
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1.0 through December 31, 2000 and declining thereafter), senior debt to
annualized operating cash flow (not to exceed 1.75 to 1.0 through December 31,
2000 and declining to 1.50 to 1.0 thereafter), annualized operating cash flow to
pro forma debt service, total sources of cash to total uses of cash and
operating cash flow to interest expense (in each case, as such terms are defined
in the Credit Facility). The covenants also limit additional indebtedness and
future mergers and acquisitions without the approval of the lenders and restrict
the payment of cash dividends and other stockholder distributions by Metrocall
during the term of the Credit Facility. The Credit Facility also prohibits
certain changes in ownership control of Metrocall during the term of the Credit
Facility.
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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.
METROCALL, INC.
By: /s/ Vincent D. Kelly
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Vincent D. Kelly
Chief Financial Officer and Treasurer
Date: March 27, 2000
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