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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): August 17, 2000
METROCALL, INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware 0-21924 54-1215634
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(State or other jurisdiction of incorporation ) (Commission File Number) (I.R.S. Employer Identification No.)
6677 Richmond Highway, Alexandria, Virginia 22306
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(Address of principal executive offices) (Zip Code)
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Registrant's telephone number, including area code: (703) 660-6677
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Item 5 - Other Events.
On August 17, 2000, Metrocall filed a supplemental pleading with the
U.S. Bankruptcy Court for the District of Delaware in which it indicated that,
subject to certain conditions, it would amend its proposal to acquire Paging
Network, Inc. ("PageNet"), as follows:
- Metrocall would increase the cash component of its bid to fund the
payment of a $40 million breakup fee, in the event that Metrocall's
proposal is accepted and consummated.
- Metrocall would increase the number of shares of common stock to be
issued to the holders of PageNet subordinated debt by 10 million and
decrease the number of shares to be issued to PageNet stockholders
by the same amount.
- Metrocall would arrange for a credit facility to fund the working
capital needs of Vast Solutions, Inc. on terms no less favorable than
those proposed by PageNet's currently pending merger agreement.
Metrocall indicated that, in all other respects, the terms of its
proposal to the PageNet board remain the same, including the various conditions
to the proposed acquisition of PageNet that are described in Metrocall's July
19, 2000 press release.
On Monday, August 21, 2000, in response to this motion, the Bankruptcy
Court granted Metrocall the right to conduct limited due diligence on the
business of PageNet. The Court's order indicated that this limited discovery
period would commence on August 22, 2000 and terminate at 5:00 p.m. on September
1, 2000. As to all other matters requested in Metrocall's August 4, 2000 motion
to the Bankruptcy Court, the hearing was continued until September 7, 2000.
Metrocall has had, and may continue to have, discussions with
representatives of PageNet creditors and shareholders regarding its motion.
ANY SECURITIES TO BE ISSUED PURSUANT TO THE METROCALL PROPOSAL 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
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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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: August 24, 2000
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