<PAGE> 1
Filed by Metrocall, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Metrocall, Inc.
Commission File No: 000-21924
METROCALL SUBMITS ACQUISITION PROPOSAL TO PAGENET BOARD
ALEXANDRIA, Va., July 19 /PRNewswire/ -- Metrocall, Inc. (Nasdaq:
MCLL) announced that it has submitted an acquisition proposal to the Board of
Directors of Paging Network, Inc. (PageNet) which it believes represents a
superior proposal to PageNet's currently pending merger transaction. Under the
Metrocall proposal, to be implemented through a confirmed plan of
reorganization under chapter 11 of the Bankruptcy Code:
- Holders of PageNet's senior subordinated notes will receive an
aggregate of $100 million in cash, 86.8 million shares of new
Metrocall common stock, and 81% of the common stock of PageNet's Vast
subsidiary.
- Trade and/or other unsecured creditors will receive payment in full in
cash of their allowed claims.
- PageNet stockholders will receive 13.0 million shares of new Metrocall
common stock and 11.6% of Vast's common stock.
- Metrocall is currently negotiating with representatives of its current
bank group for a new consolidated loan facility which will aggregate
approximately $946 million, a tranche of which provides for the terms
of repayment of PageNet's existing bank debt.
Metrocall has received an expression of interest for funding the $100
million cash portion of the consideration from Hicks Muse Tate & Furst,
Incorporated, a private investment firm and investor in Metrocall. Metrocall's
proposal is subject to Metrocall promptly obtaining due diligence with respect
to PageNet and its U.S. operating subsidiaries. The acquisition will be subject
to various conditions, including requisite bankruptcy court approvals in
PageNet's chapter 11 proceeding, regulatory approvals, Metrocall stockholder
approval, and satisfaction of conditions to the bank and equity financing.
William L. Collins, III, Metrocall's Chairman, President and CEO,
said, "We believe our proposal is superior to the pending transaction. It
offers greater total consideration to PageNet's creditors and stockholders as a
whole. It gives bondholders the opportunity to receive a package of cash and
stock that represents (based on recent average trading prices) a substantial
premium to the value of the pending transaction. It improves the treatment for
PageNet's secured lenders. And it provides superior value to PageNet's
shareholders."
Collins added, "We believe, moreover, that all the constituencies of
PageNet will benefit from Metrocall's recognized leadership in consolidation
and integration in the messaging industry, the significant synergies that are
achievable in a consolidation of PageNet and Metrocall, and the commitment of
new equity to our industry by a financial partner such as Hicks Muse. We look
forward to working with PageNet's Board and management team in a spirit of
cooperation to develop a transaction which provides greater value and
benefits."
<PAGE> 2
Metrocall's letter asks the PageNet Board to respond by July 25, 2000,
whether it will provide the requested due diligence, and gives the Board until
August 15, 2000 to decide whether to recommend acceptance of the Metrocall
proposal.
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 proposal to acquire PageNet, 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 conditions to the proposed transaction
described above; 2) changes in trading prices of Metrocall securities; and 3)
the response of the PageNet board and PageNet creditors. You should refer to
our Annual Report on Form 10-K for a complete discussion of factors that could
cause actual results to differ materially from those projected in these
forward-looking statements. The Company wishes to caution readers not to place
undue reliance on any such forward looking statements, which statements are
made pursuant to the Private Securities Litigation Reform Act of 1995 and, as
such, speak only as of the date made.
SOURCE Metrocall, Inc.
CONTACT: Vincent D. Kelly, Chief Financial Officer of Metrocall, Inc.,
703-660-6677, Ext. 6650, or [email protected]/
<PAGE> 3
ALEXANDRIA, VA., July 21, 2000 - In connection with its press release issued on
Wednesday, July 19, 2000, Metrocall, Inc. (NASDAQ - MCLL) advised investors as
follows:
ANY SECURITIES TO BE ISSUED PURSUANT TO THE METROCALL PROPOSAL TO PAGENET'S
BOARD OF DIRECTORS 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.
The previously issued press release shall be deemed to be amended by the
foregoing.
