<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)*
METROCALL, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
591 647 10 2
(CUSIP Number)
UBS CAPITAL LLC
299 PARK AVENUE
NEW YORK, NEW YORK 10171
ATTN: MR. MICHAEL GREENE
(212) 821-6380
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
COPIES TO:
NANCY FUCHS, ESQ.
KAYE, SCHOLER, FIERMAN, HAYS & HANDLER, LLP
425 PARK AVENUE
NEW YORK, NEW YORK 10022
(212) 836-8000
February 10, 2000
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
Page 1 of 7 pages.
Exhibit Index on page 7.
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SCHEDULE 13D
CUSIP NO. 591 647 10 2 Page 2 of 7 Pages
- -------------------------------------------------------------------------------
NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
1
UBS Capital LLC
- -------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS) (A) [ ]
2 (B) [ ]
- -------------------------------------------------------------------------------
SEC USE ONLY
3
- -------------------------------------------------------------------------------
SOURCE OF FUNDS (SEE INSTRUCTIONS)
4
- -------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
5
- -------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- -------------------------------------------------------------------------------
SOLE VOTING POWER
7 51,280 shares of Common Stock, including
options to acquire 37,000 shares of
NUMBER OF Common Stock
SHARES ------------------------------------------------------------
BENEFICIALLY SHARED VOTING POWER
OWNED BY 8 -0-
EACH ------------------------------------------------------------
REPORTING SOLE DISPOSITIVE POWER
PERSON 9 51,280 shares of Common Stock, including
WITH options to acquire 37,000 shares of
Common Stock
------------------------------------------------------------
SHARED DISPOSITIVE POWER
10 -0-
- -------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
11 51,280 shares of Common Stock, including
options to acquire 37,000 shares of
Common Stock
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately .12% (based on 41,901,908 shares
outstanding on November 2, 1999)
- -------------------------------------------------------------------------------
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
14
OO
- -------------------------------------------------------------------------------
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 is amended to read as follows:
(a) UBS is the beneficial owner of 51,280 shares of Common
Stock, including options to acquire 37,000 shares of Common Stock, or
approximately .12% of the issued and outstanding shares of common stock of the
Issuer as of November 2, 1999. The Warrants are exercisable at any time
through and including November 15, 2001. The options are excercisable at any
time.
The Preferred Shares held by UBS are convertible into shares
of Common Stock commencing on November 15, 2001 or upon the occurrence of
certain change of control events. See Exhibit 2. Accordingly, UBS is not
currently the beneficial owner of shares of Common Stock which it may receive
upon conversion of Preferred Shares.
(b) UBS has the sole power to vote the 14,280 shares currently
owned by it. Upon exercise of the options, UBS will have the sole power to
vote the 37,000 shares acquired thereby. Prior to exercise, the options are
not accorded any voting rights.
Page 3 of 7 pages.
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(c) During the past sixty (60) days, UBS has engaged in
the following transactions in shares of Common Stock:
Amount of Shares
Date of Transaction of Common Stock Involved Price Per Share
------------------- ------------------------ ---------------
2/10/00 360,000 $11.31
2/11/00 610,365 $10.35
2/16/00 620,000* $ 8.06
2/17/00 450,000* $ 8.11
2/18/00 18,640* $ 8.50
- ----------------------------------
* Acquired upon exercise of warrants to purchase shares of Common Stock
purchased as part of Units purchased from the Issuer in a private
transaction and previously reported on Schedule 13D filed with the
Securities and Exchange Commission on December 27, 1996.
Page 4 of 7 pages.
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All transactions involved sales of shares of Common Stock on
the Nasdaq Small Cap Market. Such purchases of Common Stock were made by
Warburg Dillon Read LLC, as agent for UBS, and do not include commissions paid
by UBS.
Except as set forth above, neither UBS nor, to the best
knowledge of UBS, any person identified in Item 2, beneficially owns any shares
of Common Stock or has effected any transaction in shares of Common Stock during
the preceding 60 days.
(d) To the best knowledge of UBS, no person other than UBS or
Union Bank of Switzerland has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the shares of
Common Stock or the shares of Common Stock issuable upon exercise of the
Warrants or the options.
(e) On February 10, 2000, UBS ceased to be the beneficial
owner of more than 5% of the Common Stock.
Page 5 of 7 pages.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated as of February 18, 2000
UBS CAPITAL LLC
By: /s/ Charles J. Delaney
-------------------------------------
Name: Charles J. Delaney
Title: by Power of Attorney
By: /s/ Marc Unger
-------------------------------------
Name: Marc Unger
Title: by Power of Attorney
Page 6 of 7 pages.
<PAGE> 7
Index to Exhibits
EXHIBIT PAGE NO. IN
- ------- SEQUENTIAL
NUMBERING SYSTEM
----------------
1. Unit Purchase Agreement dated as of November 15, 1996
among the Issuer, UBS and Certain Other Purchasers*
2. Certificate of Designation, Numbers, Powers, Preferences and
Relative, Participating, Optional and Other Rights of Series A
Convertible Preferred Stock of the Issuer*
3. Warrant Agreement dated as of November 15, 1996 between
the Issuer and The First National Bank of Boston, Warrant
Agent*
4. Registration Rights Agreement dated as of November 15, 1996
between the Issuer, UBS and the other Purchasers identified
therein*
5. Power of Attorney
- ----------------------------------
* Incorporated by reference to the Issuer's Current Report on Form 8-K
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934,
filed as of November 21, 1996.
Page 7 of 7 pages.
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POWER OF ATTORNEY
Know all men by these presents that UBS Capital LLC constitutes and
appoints CHARLES DELANEY and MARC UNGER its true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for it and in
its name, place and stead, in any and all capacities, acting jointly or
individually, to sign any and all Securities and Exchange Commission Forms 3,
Forms 4, Forms 5 and Schedules 13D and 13G and any all amendments thereto
relating to Metrocall, Inc., and to file the same and other documents in
connection therewith with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as UBS Capital LLC might or could
do itself, hereby ratifying and confirming said attorneys-in-fact and agents, or
their substitute or substitutes, may lawfully do or cause to be done or have
done or caused to be done prior to this date, by virtue hereof.
Dated: February 18, 2000
UBS CAPITAL LLC
By: /s/ Louis R. Eber
-----------------------------
Name: Louis R. Eber
Title: Executive Director and
Deputy General Counsel
By: /s/ Sandra Costin
-----------------------------
Name: Sandra Costin
Title: Director
