<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
SCHEDULE 13D/A
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(AMENDMENT NO. 1)
METROCALL, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
591647102
(CUSIP Number)
THOMAS O. HICKS
C/O HICKS, MUSE, TATE & FURST INCORPORATED
200 CRESCENT COURT
SUITE 1600
DALLAS, TEXAS 75201
(214) 740-7300
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
Copies to:
Eric S. Shube
Vinson & Elkins L.L.P.
1325 Avenue of the Americas
New York, New York 10019
(917) 206-8005
June 26, 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 that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box. [ ]
(Continued on following pages)
(Page 1 of 29 )
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<PAGE> 2
CUSIP NO. 591647102 Page 2 of 29
--------------------------------------------------------------------------------
1 Name of Reporting Person
I.R.S. Identification No. of above person (entities only)
Mr. Thomas O. Hicks
--------------------------------------------------------------------------------
2 Check the appropriate box if a member of a group(1) (a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC use only
--------------------------------------------------------------------------------
4 Source of Funds N/A
--------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 Citizenship or Place of Organization United States
--------------------------------------------------------------------------------
7 Sole Voting Power 0
Number of Shares Beneficially ------------------------------------------------
8 Shared Voting Power(1)(2) 28,655,755
Owned by Each Reporting ------------------------------------------------
9 Sole Dispositive Power 0
Person With ------------------------------------------------
10 Shared Dispositive Power(1)(2) 28,655,755
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each
Reporting Person(2) 28,655,755
--------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)(2) 27.21%
--------------------------------------------------------------------------------
14 Type of Reporting Person IN
--------------------------------------------------------------------------------
(1) The Reporting Person expressly disclaims (a) the existence of any group
and (b) beneficial ownership with respect to any shares other than the
shares owned of record by such reporting person.
(2) Includes shares of Common Stock purchasable pursuant to (a) the
one-year options that are immediately exercisable to purchase 8,333,333
shares of Common Stock with an initial exercise price of $3.00 per
share and (b) the two-year options, the exercisability of which are
subject to a condition that may only be fulfilled by the Issuer, to
purchase 12,500,000 shares of Common Stock with an initial exercise
price of $4.00 per share, granted pursuant to the Option Agreement (as
described in Item 6) and beneficially owned by such reporting person.
Also gives effect to the exercise in full of the options granted
pursuant to Option I by all holders and to the exercise of the options
granted pursuant to Option II that are beneficially owned by the
reporting person, but without giving effect to the exercise of any
options granted pursuant to Option II that are held by other holders.
See Items 5 and 6.
<PAGE> 3
CUSIP NO. 591647102 Page 3 of 29
--------------------------------------------------------------------------------
1 Name of Reporting Person
I.R.S. Identification No. of above person (entities only)
HM4 Metrocall Qualified Fund, LLC
--------------------------------------------------------------------------------
2 Check the appropriate box if a member of a group(1) (a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC use only
--------------------------------------------------------------------------------
4 Source of Funds OO
--------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 Citizenship or Place of Organization Delaware
--------------------------------------------------------------------------------
7 Sole Voting Power 0
Number of Shares Beneficially -----------------------------------------------
8 Shared Voting Power(1)(2) 26,075,246
Owned by Each Reporting -----------------------------------------------
9 Sole Dispositive Power 0
Person With -----------------------------------------------
10 Shared Dispositive Power(1)(2) 26,075,246
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each
Reporting Person(2) 26,075,246
--------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)(2) 25.03%
--------------------------------------------------------------------------------
14 Type of Reporting Person OO
--------------------------------------------------------------------------------
(1) The Reporting Person expressly disclaims (a) the existence of any group
and (b) beneficial ownership with respect to any shares other than the
shares owned of record by such reporting person.
(2) Includes shares of Common Stock purchasable pursuant to (a) the
one-year options that are immediately exercisable to purchase 7,582,900
shares of Common Stock with an initial exercise price of $3.00 per
share and (b) the two-year options, the exercisability of which are
subject to a condition that may only be fulfilled by the Issuer, to
purchase 11,374,349 shares of Common Stock with an initial exercise
price of $4.00 per share, granted pursuant to the Option Agreement (as
described in Item 6) and beneficially owned by such reporting person.
Also gives effect to the exercise in full of the options granted
pursuant to Option I by all holders and to the exercise of the options
granted pursuant to Option II that are beneficially owned by the
reporting person, but without giving effect to the exercise of any
options granted pursuant to Option II that are held by other holders.
See Items 5 and 6.
<PAGE> 4
CUSIP NO. 591647102 Page 4 of 29
--------------------------------------------------------------------------------
1 Name of Reporting Person
I.R.S. Identification No. of above person (entities only)
HMTF Equity Fund IV (1999), L.P.
--------------------------------------------------------------------------------
2 Check the appropriate box if a member of a group(1) (a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC use only
--------------------------------------------------------------------------------
4 Source of Funds OO
--------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 Citizenship or Place of Organization Texas
--------------------------------------------------------------------------------
7 Sole Voting Power 0
Number of Shares Beneficially -----------------------------------------------
8 Shared Voting Power(1)(2) 26,075,246
Owned by Each Reporting -----------------------------------------------
9 Sole Dispositive Power 0
Person With -----------------------------------------------
10 Shared Dispositive Power(1)(2) 26,075,246
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each
Reporting Person(2) 26,075,246
--------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)(2) 25.03%
--------------------------------------------------------------------------------
14 Type of Reporting Person PN
--------------------------------------------------------------------------------
(1) The Reporting Person expressly disclaims (a) the existence of any group
and (b) beneficial ownership with respect to any shares other than the
shares owned of record by such reporting person.
(2) Includes shares of Common Stock purchasable pursuant to (a) the
one-year options that are immediately exercisable to purchase 7,582,900
shares of Common Stock with an initial exercise price of $3.00 per
share and (b) the two-year options, the exercisability of which are
subject to a condition that may only be fulfilled by the Issuer, to
purchase 11,374,349 shares of Common Stock with an initial exercise
price of $4.00 per share, granted pursuant to the Option Agreement (as
described in Item 6) and beneficially owned by such reporting person.
Also gives effect to the exercise in full of the options granted
pursuant to Option I by all holders and to the exercise of the options
granted pursuant to Option II that are beneficially owned by the
reporting person, but without giving effect to the exercise of any
options granted pursuant to Option II that are held by other holders.
See Items 5 and 6.
<PAGE> 5
CUSIP NO. 591647102 Page 5 of 29
--------------------------------------------------------------------------------
1 Name of Reporting Person
I.R.S. Identification No. of above person (entities only)
HM4 Metrocall Private Fund, LLC
--------------------------------------------------------------------------------
2 Check the appropriate box if a member of a group(1) (a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC use only
--------------------------------------------------------------------------------
4 Source of Funds OO
--------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 Citizenship or Place of Organization Delaware
--------------------------------------------------------------------------------
7 Sole Voting Power 0
Number of Shares Beneficially ----------------------------------------------
8 Shared Voting Power(1)(2) 184,726
Owned by Each Reporting. ----------------------------------------------
9 Sole Dispositive Power 0
Person With ----------------------------------------------
10 Shared Dispositive Power(1)(2) 184,726
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each
Reporting Person(2) 184,726
--------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)(2) 0.20%
--------------------------------------------------------------------------------
14 Type of Reporting Person OO
--------------------------------------------------------------------------------
(1) The Reporting Person expressly disclaims (a) the existence of any group
and (b) beneficial ownership with respect to any shares other than the
shares owned of record by such reporting person.
(2) Includes shares of Common Stock purchasable pursuant to (a) the
one-year options that are immediately exercisable to purchase 53,720
shares of Common Stock with an initial exercise price of $3.00 per
share and (b) the two-year options, the exercisability of which are
subject to a condition that may only be fulfilled by the Issuer, to
purchase 80,580 shares of Common Stock with an initial exercise price
of $4.00 per share, granted pursuant to the Option Agreement (as
described in Item 6) and beneficially owned by such reporting person.
Also gives effect to the exercise in full of the options granted
pursuant to Option I by all holders and to the exercise of the options
granted pursuant to Option II that are beneficially owned by the
reporting person, but without giving effect to the exercise of any
options granted pursuant to Option II that are held by other holders.
See Items 5 and 6.
<PAGE> 6
CUSIP NO. 591647102 Page 6 of 29
--------------------------------------------------------------------------------
1 Name of Reporting Person
I.R.S. Identification No. of above person (entities only)
HMTF Private Equity Fund IV (1999),L.P.
--------------------------------------------------------------------------------
2 Check the appropriate box if a member of a group(1) (a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC use only
--------------------------------------------------------------------------------
4 Source of Funds OO
--------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 Citizenship or Place of Organization Texas
--------------------------------------------------------------------------------
7 Sole Voting Power 0
Number of Shares Beneficially -----------------------------------------------
8 Shared Voting Power(1)(2) 184,726
Owned by Each Reporting -----------------------------------------------
9 Sole Dispositive Power 0
Person With -----------------------------------------------
10 Shared Dispositive Power(1)(2) 184,726
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each
Reporting Person(2) 184,726
--------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)(2) 0.20%
--------------------------------------------------------------------------------
14 Type of Reporting Person PN
--------------------------------------------------------------------------------
(1) The Reporting Person expressly disclaims (a) the existence of any group
and (b) beneficial ownership with respect to any shares other than the
shares owned of record by such reporting person.
(2) Includes shares of Common Stock purchasable pursuant to (a) the
one-year options that are immediately exercisable to purchase 53,720
shares of Common Stock with an initial exercise price of $3.00 per
share and (b) the two-year options, the exercisability of which are
subject to a condition that may only be fulfilled by the Issuer, to
purchase 80,580 shares of Common Stock with an initial exercise price
of $4.00 per share, granted pursuant to the Option Agreement (as
described in Item 6) and beneficially owned by such reporting person.
Also gives effect to the exercise in full of the options granted
pursuant to Option I by all holders and to the exercise of the options
granted pursuant to Option II that are beneficially owned by the
reporting person, but without giving effect to the exercise of any
options granted pursuant to Option II that are held by other holders.
See Items 5 and 6.
<PAGE> 7
CUSIP NO. 591647102 Page 7 of 29
--------------------------------------------------------------------------------
1 Name of Reporting Person
I.R.S. Identification No. of above person (entities only)
HM4/GP (1999) Partners, L.P.
--------------------------------------------------------------------------------
2 Check the appropriate box if a member of a group(1) (a)[ ]
(b)[X]
--------------------------------------------------------------------------------
3 SEC use only
--------------------------------------------------------------------------------
4 Source of Funds OO
--------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 Citizenship or Place of Organization Texas
--------------------------------------------------------------------------------
7 Sole Voting Power 0
Number of Shares Beneficially -----------------------------------------------
8 Shared Voting Power(1)(2) 26,259,972
Owned by Each Reporting -----------------------------------------------
9 Sole Dispositive Power 0
Person With -----------------------------------------------
10 Shared Dispositive Power(1)(2) 26,259,972
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each
Reporting Person(2) 26,259,972
--------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)(2) 25.19%
--------------------------------------------------------------------------------
14 Type of Reporting Person PN
--------------------------------------------------------------------------------
(1) The Reporting Person expressly disclaims (a) the existence of any group
and (b) beneficial ownership with respect to any shares other than the
shares owned of record by such reporting person.
(2) Includes shares of Common Stock purchasable pursuant to (a) the
one-year options that are immediately exercisable to purchase 7,636,620
shares of Common Stock with an initial exercise price of $3.00 per
share and (b) the two-year options, the exercisability of which are
subject to a condition that may only be fulfilled by the Issuer, to
purchase 11,454,929 shares of Common Stock with an initial exercise
price of $4.00 per share, granted pursuant to the Option Agreement (as
described in Item 6) and beneficially owned by such reporting person.
Also gives effect to the exercise in full of the options granted
pursuant to Option I by all holders and to the exercise of the options
granted pursuant to Option II that are beneficially owned by the
reporting person, but without giving effect to the exercise of any
options granted pursuant to Option II that are held by other holders.
See Items 5 and 6.
<PAGE> 8
CUSIP NO. 591647102 Page 8 of 29
--------------------------------------------------------------------------------
1 Name of Reporting Person
I.R.S. Identification No. of above person (entities only)
HM 4-EQ Metrocall Coinvestors, LLC
--------------------------------------------------------------------------------
2 Check the appropriate box if a member of a group(1) (a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC use only
--------------------------------------------------------------------------------
4 Source of Funds OO
--------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 Citizenship or Place of Organization Delaware
--------------------------------------------------------------------------------
7 Sole Voting Power 0
Number of Shares Beneficially -----------------------------------------------
8 Shared Voting Power(1)(2) 383,154
Owned by Each Reporting -----------------------------------------------
9 Sole Dispositive Power 0
Person With -----------------------------------------------
10 Shared Dispositive Power(1)(2) 383,154
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each
Reporting Person(2) 383,154
--------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)(2) 0.41%
--------------------------------------------------------------------------------
14 Type of Reporting Person OO
--------------------------------------------------------------------------------
(1) The Reporting Person expressly disclaims (a) the existence of any group
and (b) beneficial ownership with respect to any shares other than the
shares owned of record by such reporting person.
(2) Includes shares of Common Stock purchasable pursuant to (a) the
one-year options that are immediately exercisable to purchase 111,424
shares of Common Stock with an initial exercise price of $3.00 per
share and (b) the two-year options, the exercisability of which are
subject to a condition that may only be fulfilled by the Issuer, to
purchase 167,137 shares of Common Stock with an initial exercise price
of $4.00 per share, granted pursuant to the Option Agreement (as
described in Item 6) and beneficially owned by such reporting person.
Also gives effect to the exercise in full of the options granted
pursuant to Option I by all holders and to the exercise of the options
granted pursuant to Option II that are beneficially owned by the
reporting person, but without giving effect to the exercise of any
options granted pursuant to Option II that are held by other holders.
See Items 5 and 6.
<PAGE> 9
CUSIP NO. 591647102 Page 9 of 29
--------------------------------------------------------------------------------
1 Name of Reporting Person
I.R.S. Identification No. of above person (entities only)
HM 4-EQ (1999) Coinvestors, L.P.
--------------------------------------------------------------------------------
2 Check the appropriate box if a member of a group(1) (a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC use only
--------------------------------------------------------------------------------
4 Source of Funds OO
--------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 Citizenship or Place of Organization Texas
--------------------------------------------------------------------------------
7 Sole Voting Power 0
Number of Shares Beneficially -----------------------------------------------
8 Shared Voting Power(1)(2) 383,154
Owned by Each Reporting -----------------------------------------------
9 Sole Dispositive Power 0
Person With -----------------------------------------------
10 Shared Dispositive Power(1)(2) 383,154
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each
Reporting Person(2) 383,154
--------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)(2) 0.41%
--------------------------------------------------------------------------------
14 Type of Reporting Person PN
--------------------------------------------------------------------------------
(1) The Reporting Person expressly disclaims (a) the existence of any group
and (b) beneficial ownership with respect to any shares other than the
shares owned of record by such reporting person.
(2) Includes shares of Common Stock purchasable pursuant to (a) the
one-year options that are immediately exercisable to purchase 111,424
shares of Common Stock with an initial exercise price of $3.00 per
share and (b) the two-year options, the exercisability of which are
subject to a condition that may only be fulfilled by the Issuer, to
purchase 167,137 shares of Common Stock with an initial exercise price
of $4.00 per share, granted pursuant to the Option Agreement (as
described in Item 6) and beneficially owned by such reporting person.
Also gives effect to the exercise in full of the options granted
pursuant to Option I by all holders and to the exercise of the options
granted pursuant to Option II that are beneficially owned by the
reporting person, but without giving effect to the exercise of any
options granted pursuant to Option II that are held by other holders.
See Items 5 and 6.
<PAGE> 10
CUSIP NO. 591647102 Page 10 of 29
--------------------------------------------------------------------------------
1 Name of Reporting Person
I.R.S. Identification No. of above person (entities only)
HM 4-SBS Metrocall Coinvestors, LLC
--------------------------------------------------------------------------------
2 Check the appropriate box if a member of a group(1) (a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC use only
--------------------------------------------------------------------------------
4 Source of Funds OO
--------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 Citizenship or Place of Organization Delaware
--------------------------------------------------------------------------------
7 Sole Voting Power 0
Number of Shares Beneficially -----------------------------------------------
8 Shared Voting Power(1)(2) 624,422
Owned by Each Reporting -----------------------------------------------
9 Sole Dispositive Power 0
Person With -----------------------------------------------
10 Shared Dispositive Power(1)(2) 624,422
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each
Reporting Person(2) 624,422
--------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)(2) 0.67%
--------------------------------------------------------------------------------
14 Type of Reporting Person OO
--------------------------------------------------------------------------------
(1) The Reporting Person expressly disclaims (a) the existence of any group
and (b) beneficial ownership with respect to any shares other than the
shares owned of record by such reporting person.
(2) Includes shares of Common Stock purchasable pursuant to (a) the
one-year options that are immediately exercisable to purchase 181,587
shares of Common Stock with an initial exercise price of $3.00 per
share and (b) the two-year options, the exercisability of which are
subject to a condition that may only be fulfilled by the Issuer, to
purchase 272,381 shares of Common Stock with an initial exercise price
of $4.00 per share, granted pursuant to the Option Agreement (as
described in Item 6) and beneficially owned by such reporting person.
Also gives effect to the exercise in full of the options granted
pursuant to Option I by all holders and to the exercise of the options
granted pursuant to Option II that are beneficially owned by the
reporting person, but without giving effect to the exercise of any
options granted pursuant to Option II that are held by other holders.
See Items 5 and 6.
<PAGE> 11
CUSIP NO. 591647102 Page 11 of 29
--------------------------------------------------------------------------------
1 Name of Reporting Person
I.R.S. Identification No. of above person (entities only)
HM 4-SBS (1999) Coinvestors, L.P.
--------------------------------------------------------------------------------
2 Check the appropriate box if a member of a group(1) (a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC use only
--------------------------------------------------------------------------------
4 Source of Funds OO
--------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 Citizenship or Place of Organization Texas
--------------------------------------------------------------------------------
7 Sole Voting Power 0
Number of Shares Beneficially -----------------------------------------------
8 Shared Voting Power(1)(2) 624,422
Owned by Each Reporting -----------------------------------------------
9 Sole Dispositive Power 0
Person With -----------------------------------------------
10 Shared Dispositive Power(1)(2) 624,422
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each
Reporting Person(2) 624,422
--------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)(2) 0.67%
--------------------------------------------------------------------------------
14 Type of Reporting Person PN
--------------------------------------------------------------------------------
(1) The Reporting Person expressly disclaims (a) the existence of any group
and (b) beneficial ownership with respect to any shares other than the
shares owned of record by such reporting person.
(2) Includes shares of Common Stock purchasable pursuant to (a) the
one-year options that are immediately exercisable to purchase 181,587
shares of Common Stock with an initial exercise price of $3.00 per
share and (b) the two-year options, the exercisability of which are
subject to a condition that may only be fulfilled by the Issuer, to
purchase 272,381 shares of Common Stock with an initial exercise price
of $4.00 per share, granted pursuant to the Option Agreement (as
described in Item 6) and beneficially owned by such reporting person.
Also gives effect to the exercise in full of the options granted
pursuant to Option I by all holders and to the exercise of the options
granted pursuant to Option II that are beneficially owned by the
reporting person, but without giving effect to the exercise of any
options granted pursuant to Option II that are held by other holders.
See Items 5 and 6.
<PAGE> 12
CUSIP NO. 591647102 Page 12 of 29
--------------------------------------------------------------------------------
1 Name of Reporting Person
I.R.S. Identification No. of above person (entities only)
Hicks, Muse GP (1999) Partners IV,L.P.
--------------------------------------------------------------------------------
2 Check the appropriate box if a member of a group(1) (a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC use only
--------------------------------------------------------------------------------
4 Source of Funds OO
--------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 Citizenship or Place of Organization Texas
--------------------------------------------------------------------------------
7 Sole Voting Power 0
Number of Shares Beneficially ----------------------------------------------
8 Shared Voting Power(1)(2) 27,267,548
Owned by Each Reporting ----------------------------------------------
9 Sole Dispositive Power 0
Person With ----------------------------------------------
10 Shared Dispositive Power(1)(2) 27,267,548
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each
Reporting Person(2) 27,267,548
--------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)(2) 26.04%
--------------------------------------------------------------------------------
14 Type of Reporting Person PN
--------------------------------------------------------------------------------
(1) The Reporting Person expressly disclaims (a) the existence of any group
and (b) beneficial ownership with respect to any shares other than the
shares owned of record by such reporting person.
(2) Includes shares of Common Stock purchasable pursuant to (a) the
one-year options that are immediately exercisable to purchase 7,929,631
shares of Common Stock with an initial exercise price of $3.00 per
share and (b) the two-year options, the exercisability of which are
subject to a condition that may only be fulfilled by the Issuer, to
purchase 11,894,447 shares of Common Stock with an initial exercise
price of $4.00 per share, granted pursuant to the Option Agreement (as
described in Item 6) and beneficially owned by such reporting person.
Also gives effect to the exercise in full of the options granted
pursuant to Option I by all holders and to the exercise of the options
granted pursuant to Option II that are beneficially owned by the
reporting person, but without giving effect to the exercise of any
options granted pursuant to Option II that are held by other holders.
See Items 5 and 6.
<PAGE> 13
CUSIP NO. 591647102 Page 13 of 29
--------------------------------------------------------------------------------
1 Name of Reporting Person
I.R.S. Identification No. of above person (entities only)
Hicks, Muse (1999) Fund IV, LLC
--------------------------------------------------------------------------------
2 Check the appropriate box if a member of a group(1) (a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC use only
--------------------------------------------------------------------------------
4 Source of Funds OO
--------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 Citizenship or Place of Organization Texas
--------------------------------------------------------------------------------
7 Sole Voting Power 0
Number of Shares Beneficially -----------------------------------------------
8 Shared Voting Power(1)(2) 27,267,548
Owned by Each Reporting -----------------------------------------------
9 Sole Dispositive Power 0
Person With -----------------------------------------------
10 Shared Dispositive Power(1)(2) 27,267,548
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each
Reporting Person(2) 27,267,548
--------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)(2) 26.04%
--------------------------------------------------------------------------------
14 Type of Reporting Person OO
--------------------------------------------------------------------------------
(1) The Reporting Person expressly disclaims (a) the existence of any group
and (b) beneficial ownership with respect to any shares other than the
shares owned of record by such reporting person.
(2) Includes shares of Common Stock purchasable pursuant to (a) the
one-year options that are immediately exercisable to purchase 7,929,631
shares of Common Stock with an initial exercise price of $3.00 per
share and (b) the two-year options, the exercisability of which are
subject to a condition that may only be fulfilled by the Issuer, to
purchase 11,894,447 shares of Common Stock with an initial exercise
price of $4.00 per share, granted pursuant to the Option Agreement (as
described in Item 6) and beneficially owned by such reporting person.
Also gives effect to the exercise in full of the options granted
pursuant to Option I by all holders and to the exercise of the options
granted pursuant to Option II that are beneficially owned by the
reporting person, but without giving effect to the exercise of any
options granted pursuant to Option II that are held by other holders.
See Items 5 and 6.
<PAGE> 14
CUSIP NO. 591647102 Page 14 of 29
--------------------------------------------------------------------------------
1 Name of Reporting Person
I.R.S. Identification No. of above person (entities only)
HM PG-IV Metrocall, LLC
--------------------------------------------------------------------------------
2 Check the appropriate box if a member of a group(1) (a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC use only
--------------------------------------------------------------------------------
4 Source of Funds OO
--------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 Citizenship or Place of Organization Delaware
--------------------------------------------------------------------------------
7 Sole Voting Power 0
Number of Shares Beneficially -----------------------------------------------
8 Shared Voting Power(1)(2) 1,388,207
Owned by Each Reporting -----------------------------------------------
9 Sole Dispositive Power 0
Person With -----------------------------------------------
10 Shared Dispositive Power(1)(2) 1,388,207
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each
Reporting Person(2) 1,388,207
--------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)(2) 1.49%
--------------------------------------------------------------------------------
14 Type of Reporting Person OO
--------------------------------------------------------------------------------
(1) The Reporting Person expressly disclaims (a) the existence of any group
and (b) beneficial ownership with respect to any shares other than the
shares owned of record by such reporting person.
(2) Includes shares of Common Stock purchasable pursuant to (a) the
one-year options that are immediately exercisable to purchase 403,702
shares of Common Stock with an initial exercise price of $3.00 per
share and (b) the two-year options, the exercisability of which are
subject to a condition that may only be fulfilled by the Issuer, to
purchase 605,553 shares of Common Stock with an initial exercise price
of $4.00 per share, granted pursuant to the Option Agreement (as
described in Item 6) and beneficially owned by such reporting person.
Also gives effect to the exercise in full of the options granted
pursuant to Option I by all holders and to the exercise of the options
granted pursuant to Option II that are beneficially owned by the
reporting person, but without giving effect to the exercise of any
options granted pursuant to Option II that are held by other holders.
See Items 5 and 6.
<PAGE> 15
CUSIP NO. 591647102 Page 15 of 29
--------------------------------------------------------------------------------
1 Name of Reporting Person
I.R.S. Identification No. of above person (entities only)
Hicks, Muse PG-IV (1999), C.V.
--------------------------------------------------------------------------------
2 Check the appropriate box if a member of a group(1) (a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC use only
--------------------------------------------------------------------------------
4 Source of Funds OO
--------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 Citizenship or Place of Organization Netherlands
--------------------------------------------------------------------------------
7 Sole Voting Power 0
Number of Shares Beneficially ----------------------------------------------
8 Shared Voting Power(1)(2) 1,388,207
Owned by Each Reporting ----------------------------------------------
9 Sole Dispositive Power 0
Person With ----------------------------------------------
10 Shared Dispositive Power(1)(2) 1,388,207
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each
Reporting Person(2) 1,388,207
--------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)(2) 1.49%
--------------------------------------------------------------------------------
14 Type of Reporting Person PN
--------------------------------------------------------------------------------
(1) The Reporting Person expressly disclaims (a) the existence of any group
and (b) beneficial ownership with respect to any shares other than the
shares owned of record by such reporting person.
(2) Includes shares of Common Stock purchasable pursuant to (a) the
one-year options that are immediately exercisable to purchase 403,702
shares of Common Stock with an initial exercise price of $3.00 per
share and (b) the two-year options, the exercisability of which are
subject to a condition that may only be fulfilled by the Issuer, to
purchase 605,553 shares of Common Stock with an initial exercise price
of $4.00 per share, granted pursuant to the Option Agreement (as
described in Item 6) and beneficially owned by such reporting person.
Also gives effect to the exercise in full of the options granted
pursuant to Option I by all holders and to the exercise of the options
granted pursuant to Option II that are beneficially owned by the
reporting person, but without giving effect to the exercise of any
options granted pursuant to Option II that are held by other holders.
See Items 5 and 6.
<PAGE> 16
CUSIP NO. 591647102 Page 16 of 29
--------------------------------------------------------------------------------
1 Name of Reporting Person
I.R.S. Identification No. of above person (entities only)
HM Equity Fund IV/GP Partners (1999),C.V.
--------------------------------------------------------------------------------
2 Check the appropriate box if a member of a group(1) (a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC use only
--------------------------------------------------------------------------------
4 Source of Funds OO
--------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 Citizenship or Place of Organization Netherlands
--------------------------------------------------------------------------------
7 Sole Voting Power 0
Number of Shares Beneficially -----------------------------------------------
8 Shared Voting Power(1)(2) 1,388,207
Owned by Each Reporting -----------------------------------------------
9 Sole Dispositive Power 0
Person With -----------------------------------------------
10 Shared Dispositive Power(1)(2) 1,388,207
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each
Reporting Person(2) 1,388,207
--------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)(2) 1.49%
--------------------------------------------------------------------------------
14 Type of Reporting Person PN
--------------------------------------------------------------------------------
(1) The Reporting Person expressly disclaims (a) the existence of any group
and (b) beneficial ownership with respect to any shares other than the
shares owned of record by such reporting person.
(2) Includes shares of Common Stock purchasable pursuant to (a) the
one-year options that are immediately exercisable to purchase 403,702
shares of Common Stock with an initial exercise price of $3.00 per
share and (b) the two-year options, the exercisability of which are
subject to a condition that may only be fulfilled by the Issuer, to
purchase 605,553 shares of Common Stock with an initial exercise price
of $4.00 per share, granted pursuant to the Option Agreement (as
described in Item 6) and beneficially owned by such reporting person.
Also gives effect to the exercise in full of the options granted
pursuant to Option I by all holders and to the exercise of the options
granted pursuant to Option II that are beneficially owned by the
reporting person, but without giving effect to the exercise of any
options granted pursuant to Option II that are held by other holders.
See Items 5 and 6.
<PAGE> 17
CUSIP NO. 591647102 Page 17 of 29
--------------------------------------------------------------------------------
1 Name of Reporting Person
I.R.S. Identification No. of above person (entities only)
HM GP Partners IV Cayman, L.P.
--------------------------------------------------------------------------------
2 Check the appropriate box if a member of a group(1) (a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC use only
--------------------------------------------------------------------------------
4 Source of Funds OO
--------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 Citizenship or Place of Organization Cayman Islands
--------------------------------------------------------------------------------
7 Sole Voting Power 0
Number of Shares Beneficially -----------------------------------------------
8 Shared Voting Power(1)(2) 1,388,207
Owned by Each Reporting -----------------------------------------------
9 Sole Dispositive Power 0
Person With -----------------------------------------------
10 Shared Dispositive Power(1)(2) 1,388,207
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each
Reporting Person(2) 1,388,207
--------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)(2) 1.49%
--------------------------------------------------------------------------------
14 Type of Reporting Person PN
--------------------------------------------------------------------------------
(1) The Reporting Person expressly disclaims (a) the existence of any group
and (b) beneficial ownership with respect to any shares other than the
shares owned of record by such reporting person.
(2) Includes shares of Common Stock purchasable pursuant to (a) the
one-year options that are immediately exercisable to purchase 403,702
shares of Common Stock with an initial exercise price of $3.00 per
share and (b) the two-year options, the exercisability of which are
subject to a condition that may only be fulfilled by the Issuer, to
purchase 605,553 shares of Common Stock with an initial exercise price
of $4.00 per share, granted pursuant to the Option Agreement (as
described in Item 6) and beneficially owned by such reporting person.
Also gives effect to the exercise in full of the options granted
pursuant to Option I by all holders and to the exercise of the options
granted pursuant to Option II that are beneficially owned by the
reporting person, but without giving effect to the exercise of any
options granted pursuant to Option II that are held by other holders.
See Items 5 and 6.
<PAGE> 18
CUSIP NO. 591647102 Page 18 of 29
--------------------------------------------------------------------------------
1 Name of Reporting Person
I.R.S. Identification No. of above person (entities only)
HM Fund IV Cayman LLC
--------------------------------------------------------------------------------
2 Check the appropriate box if a member of a group(1) (a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC use only
--------------------------------------------------------------------------------
4 Source of Funds OO
--------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 Citizenship or Place of Organization Cayman Islands
--------------------------------------------------------------------------------
7 Sole Voting Power 0
Number of Shares Beneficially ----------------------------------------------
8 Shared Voting Power(1)(2) 1,388,207
Owned by Each Reporting ----------------------------------------------
9 Sole Dispositive Power 0
Person With ----------------------------------------------
10 Shared Dispositive Power(1)(2) 1,388,207
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each
Reporting Person(2) 1,388,207
--------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)(2) 1.49%
--------------------------------------------------------------------------------
14 Type of Reporting Person OO
--------------------------------------------------------------------------------
(1) The Reporting Person expressly disclaims (a) the existence of any group
and (b) beneficial ownership with respect to any shares other than the
shares owned of record by such reporting person.
(2) Includes shares of Common Stock purchasable pursuant to (a) the
one-year options that are immediately exercisable to purchase 403,702
shares of Common Stock with an initial exercise price of $3.00 per
share and (b) the two-year options, the exercisability of which are
subject to a condition that may only be fulfilled by the Issuer, to
purchase 605,553 shares of Common Stock with an initial exercise price
of $4.00 per share, granted pursuant to the Option Agreement (as
described in Item 6) and beneficially owned by such reporting person.
Also gives effect to the exercise in full of the options granted
pursuant to Option I by all holders and to the exercise of the options
granted pursuant to Option II that are beneficially owned by the
reporting person, but without giving effect to the exercise of any
options granted pursuant to Option II that are held by other holders.
See Items 5 and 6.
<PAGE> 19
CUSIP NO. 591647102 Page 19 of 29
--------------------------------------------------------------------------------
1 Name of Reporting Person
I.R.S. Identification No. of above person (entities only)
HMTF Bridge MC I, LLC
--------------------------------------------------------------------------------
2 Check the appropriate box if a member of a group(1) (a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC use only
--------------------------------------------------------------------------------
4 Source of Funds OO
--------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 Citizenship or Place of Organization Delaware
--------------------------------------------------------------------------------
7 Sole Voting Power 0
Number of Shares Beneficially -----------------------------------------------
8 Shared Voting Power(1)(2) 0
Owned by Each Reporting -----------------------------------------------
9 Sole Dispositive Power 0
Person With -----------------------------------------------
10 Shared Dispositive Power(1)(2) 0
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each Reporting Person(2) 0
--------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)(2) 0%
--------------------------------------------------------------------------------
14 Type of Reporting Person OO
--------------------------------------------------------------------------------
(1) The Reporting Person expressly disclaims (a) the existence of any group
and (b) beneficial ownership with respect to any shares other than the
shares owned of record by such reporting person.
(2) Includes shares of Common Stock purchasable pursuant to (a) the
one-year options that are immediately exercisable to purchase no shares
of Common Stock with an initial exercise price of $3.00 per share and
(b) the two-year options, the exercisability of which are subject to a
condition that may only be fulfilled by the Issuer, to purchase no
shares of Common Stock with an initial exercise price of $4.00 per
share, granted pursuant to the Option Agreement (as described in Item
6) and beneficially owned by such reporting person. Also gives effect
to the exercise in full of the options granted pursuant to Option I by
all holders and to the exercise of the options granted pursuant to
Option II that are beneficially owned by the reporting person, but
without giving effect to the exercise of any options granted pursuant
to Option II that are held by other holders. See Items 5 and 6.
<PAGE> 20
CUSIP NO. 591647102 Page 20 of 29
--------------------------------------------------------------------------------
1 Name of Reporting Person
I.R.S. Identification No. of above person (entities only)
HMTF Bridge Partners, L.P.
--------------------------------------------------------------------------------
2 Check the appropriate box if a member of a group(1) (a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC use only
--------------------------------------------------------------------------------
4 Source of Funds OO
--------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 Citizenship or Place of Organization Delaware
--------------------------------------------------------------------------------
7 Sole Voting Power 0
Number of Shares Beneficially ----------------------------------------------
8 Shared Voting Power(1)(2) 0
Owned by Each Reporting ----------------------------------------------
9 Sole Dispositive Power 0
Person With ----------------------------------------------
10 Shared Dispositive Power(1)(2) 0
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each Reporting Person(2) 0
--------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)(2) 0%
--------------------------------------------------------------------------------
14 Type of Reporting Person PN
--------------------------------------------------------------------------------
(1) The Reporting Person expressly disclaims (a) the existence of any group
and (b) beneficial ownership with respect to any shares other than the
shares owned of record by such reporting person.
(2) Includes shares of Common Stock purchasable pursuant to (a) the
one-year options that are immediately exercisable to purchase no shares
of Common Stock with an initial exercise price of $3.00 per share and
(b) the two-year options, the exercisability of which are subject to a
condition that may only be fulfilled by the Issuer, to purchase no
shares of Common Stock with an initial exercise price of $4.00 per
share, granted pursuant to the Option Agreement (as described in Item
6) and beneficially owned by such reporting person. Also gives effect
to the exercise in full of the options granted pursuant to Option I by
all holders and to the exercise of the options granted pursuant to
Option II that are beneficially owned by the reporting person, but
without giving effect to the exercise of any options granted pursuant
to Option II that are held by other holders. See Items 5 and 6.
<PAGE> 21
CUSIP NO. 591647102 Page 21 of 29
--------------------------------------------------------------------------------
1 Name of Reporting Person
I.R.S. Identification No. of above person (entities only)
HMTF Bridge Partners, LLC
--------------------------------------------------------------------------------
2 Check the appropriate box if a member of a group(1) (a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC use only
--------------------------------------------------------------------------------
4 Source of Funds OO
--------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 Citizenship or Place of Organization Texas
--------------------------------------------------------------------------------
7 Sole Voting Power 0
Number of Shares Beneficially -----------------------------------------------
8 Shared Voting Power(1)(2) 0
Owned by Each Reporting -----------------------------------------------
9 Sole Dispositive Power 0
Person With -----------------------------------------------
10 Shared Dispositive Power(1)(2) 0
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each Reporting Person(2) 0
--------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)(2) 0%
--------------------------------------------------------------------------------
14 Type of Reporting Person OO
--------------------------------------------------------------------------------
(1) The Reporting Person expressly disclaims (a) the existence of any group
and (b) beneficial ownership with respect to any shares other than the
shares owned of record by such reporting person.
(2) Includes shares of Common Stock purchasable pursuant to (a) the
one-year options that are immediately exercisable to purchase no shares
of Common Stock with an initial exercise price of $3.00 per share and
(b) the two-year options, the exercisability of which are subject to a
condition that may only be fulfilled by the Issuer, to purchase no
shares of Common Stock with an initial exercise price of $4.00 per
share, granted pursuant to the Option Agreement (as described in Item
6) and beneficially owned by such reporting person. Also gives effect
to the exercise in full of the options granted pursuant to Option I by
all holders and to the exercise of the options granted pursuant to
Option II that are beneficially owned by the reporting person, but
without giving effect to the exercise of any options granted pursuant
to Option II that are held by other holders. See Items 5 and 6.
<PAGE> 22
Page 22 of 29
SCHEDULE 13D
This Statement constitutes Amendment No. 1 to the Schedule 13D
originally filed with the Securities and Exchange Commission on March 27, 2000
(the "Schedule 13D"). The Schedule 13D relates to the Common Stock, par value
$0.01 per share ("Common Stock") of Metrocall, Inc., a Delaware corporation (the
"Issuer"). The item numbers and responses thereto below are in accordance with
the requirements of Schedule 13D.
Capitalized terms used herein and not defined have the meaning set
forth in the Schedule 13D.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 of the Schedule 13D is hereby amended and restated in its
entirety to read as follows:
As more fully described in Item 6 below, on March 17, 2000, Qualified
LLC, Private LLC, 4-EQ LLC, 4-SBS LLC, PG-IV LLC and Bridge LLC each purchased
from the Issuer the number of shares of Common Stock and the number of Options
to purchase shares of Common Stock set forth opposite their respective names
below at the purchase price set forth opposite their respective names below.
<TABLE>
<CAPTION>
NUMBER OF SHARES NUMBER OF SHARES
PURCHASABLE PURCHASABLE PURSUANT
NUMBER OF PURSUANT TO
NAME OF ENTITY SHARES PURCHASED TO OPTION I OPTION II PURCHASE PRICE
---------------- ---------------- ---------------- -------------------- --------------
<S> <C> <C> <C> <C>
Qualified LLC 3,558,999 3,791,450 5,687,174 $ 7,794,208
Private LLC 25,213 26,860 40,290 $ 55,217
4-EQ LLC 52,296 55,712 83,568 $ 114,528
4-SBS LLC 85,227 90,794 136,191 $ 186,647
PG-IV LLC 189,476 201,851 302,777 $ 414,952
Bridge LLC 3,911,211 4,166,666 6,250,000 $ 8,565,552
</TABLE>
As more fully described in Item 4 below, on June 26, 2000, Bridge LLC
sold its shares of Preferred Stock to Qualified LLC, Private LLC, 4-EQ LLC,
4-SBS LLC and PG-IV LLC.
Qualified LLC obtained funds for the purchase price of its shares of
Common Stock and its Options (including the shares of Common Stock and Options
subsequently purchased from Bridge LLC) from capital contributions provided by
Equity L.P.; Equity L.P. obtained such funds from capital contributions provided
by its limited partners and HM4/GP Partners; HM4/GP Partners obtained such funds
from capital contributions provided by its limited partners and Hicks GP
Partners; and Hicks GP Partners obtained such funds from capital contributions
provided by its limited partners and Fund IV LLC. Fund IV LLC obtained such
funds from capital contributions provided by Mr. Thomas O. Hicks, who obtained
such funds from personal funds.
Private LLC obtained funds for the purchase price of its shares of
Common Stock and its Options (including the shares of Common Stock and Options
subsequently purchased from Bridge LLC) from capital contributions provided by
Private L.P.; Private L.P. obtained such funds from capital contributions
provided by its limited partners and HM4/GP Partners; HM4/GP Partners obtained
such funds from capital contributions provided by its limited partners and Hicks
GP Partners; and Hicks GP Partners obtained such funds from capital
contributions provided by its limited partners and Fund IV LLC. Fund IV LLC
obtained such funds from capital contributions provided by Mr. Thomas O. Hicks,
who obtained such funds from personal funds.
4-EQ LLC obtained funds for the purchase price of its shares of Common
Stock and its Options (including the shares of Common Stock and Options
subsequently purchased from Bridge LLC) from capital contributions provided by
4-EQ L.P.; 4-EQ L.P. obtained such funds from capital contributions provided by
its limited partners
<PAGE> 23
Page 23 of 29
and Hicks GP Partners, and Hicks GP Partners obtained such funds from capital
contributions provided by its limited partners and Fund IV LLC. Fund IV LLC
obtained such funds from capital contributions provided by Mr. Thomas O. Hicks,
who obtained such funds from personal funds.
4-SBS LLC obtained funds for the purchase price of its shares of Common
Stock and its Options (including the shares of Common Stock and Options
subsequently purchased from Bridge LLC) from capital contributions provided by
4-SBS L.P.; 4-SBS L.P. obtained such funds from capital contributions provided
by its limited partners and Hicks GP Partners, and Hicks GP Partners obtained
such funds from capital contributions provided by its limited partners and Fund
IV LLC. Fund IV LLC obtained such funds from capital contributions provided by
Mr. Thomas O. Hicks, who obtained such funds from personal funds.
PG-IV LLC obtained funds for the purchase price of its shares of Common
Stock and its Options (including the shares of Common Stock and Options
subsequently purchased from Bridge LLC) from capital contributions provided by
PG-IV C.V.; PG-IV C.V. obtained such funds from capital contributions provided
by its limited partners and HM Equity C.V.; HM Equity C.V. obtained such funds
from capital contributions provided by its limited partners and G.P. Cayman
L.P.; and G.P. Cayman L.P. obtained such funds from capital contributions
provided by its limited partners and Fund IV Cayman LLC. Fund IV Cayman LLC
obtained such funds from capital contributions provided by Mr. Thomas O. Hicks,
who obtained such funds from personal funds.
Bridge LLC obtained funds for the purchase price of its shares of
Common Stock and its Options from capital contributions provided by Bridge
Partners L.P.; Bridge Partners L.P. obtained $271,537.60 of such funds from
capital contributions provided by its general partner, Bridge Partners LLC, and
its limited partners, and it obtained the remainder of the funds, $8,928,867.02,
from a borrowing under the Credit Agreement, dated December 28, 1999, among HMTF
Bridge Partners, L.P. and HM/Europe Coinvestors, C.V., as Initial Borrowers and
any Future Borrowers from time to time parties thereto, the Issuing Bank, the
Chase Manhattan Bank, as Administrative Agent and Bank of America, N.A., as
Syndication Agent (the "Credit Agreement"). On June 26, 2000, Bridge Partners
L.P. repaid the borrowing under the Credit Agreement with the proceeds of the
sale of its shares of Common Stock and its Options to Qualified LLC, Private
LLC, 4-EQ LLC, 4-SBS LLC and PG-IV LLC.
Bridge Partners LLC obtained the funds it contributed to Bridge
Partners L.P. from capital contributions provided by Mr. Thomas O. Hicks, who
obtained such funds from personal funds.
ITEM 4. PURPOSE OF THE TRANSACTION.
Item 4 of the Schedule 13D is hereby amended and restated in its
entirety to read as follows:
The Reporting Persons consummated the transactions described herein in
order to acquire an interest in the Issuer for investment purposes. The
Reporting Persons intend to review continuously their position in the Issuer.
Depending upon future evaluations of the business prospects of the Issuer and
upon other developments, including, but not limited to, general economic and
business conditions and stock market conditions, the Reporting Persons may
retain or from time to time increase their holdings or dispose of all or a
portion of their holdings subject to any applicable legal and contractual
restrictions on their ability to do so.
In addition, the matters set forth in Item 6 are incorporated in this
Item 4 by reference as if fully set forth herein.
<PAGE> 24
Page 24 of 29
On June 26, 2000, Bridge LLC sold its shares of Common Stock and
Options to purchase shares of Common Stock to Qualified LLC, Private LLC, 4-EQ
LLC, 4-SBS LLC and PG-IV LLC, and such entities purchased such shares and
Options, as set forth below:
<TABLE>
<CAPTION>
NUMBER OF SHARES NUMBER OF SHARES
PURCHASABLE PURCHASABLE PURSUANT
NUMBER OF PURSUANT TO
NAME OF ENTITY SHARES PURCHASED TO OPTION I OPTION II
-------------- ---------------- ---------------- ---------------------
<S> <C> <C> <C>
Qualified LLC 3,558,998 3,791,450 5,687,175
Private LLC 25,213 26,860 40,290
4-EQ LLC 52,296 55,712 83,569
4-SBS LLC 85,227 90,793 136,190
PG-IV LLC 189,476 201,851 302,776
</TABLE>
The purchase price for the shares of Common Stock and Options sold by
Bridge LLC was equal to the original purchase price paid therefor by Bridge LLC
together with an allocable portion of the interest and other expenses incurred
by Bridge LLC under the Credit Agreement referred to in Item 3.
Except as set forth in this Item 4 (including the matters described in
Item 6 below which are incorporated in this Item 4 by reference), the Reporting
Persons have no present plans or proposals that relate to or that would result
in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule
13D of the Exchange Act.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 of the Schedule 13D is hereby amended and restated in its
entirety to read as follows:
(a) (1) Qualified LLC is the record and beneficial owner of 7,117,997
shares of Common Stock, 7,582,900 options to purchase Common Stock pursuant to
Option I and 11,374,349 options to purchase Common Stock pursuant to Option II.
Assuming exercise of all such options, Qualified LLC is the beneficial owner of
26,075,246 shares of Common Stock, which, based on calculations made in
accordance with Rule 13d-3 of the Exchange Act and, as of May 8, 2000, there
being 84,470,500 shares of Common Stock outstanding, represents approximately
25.03% of the outstanding shares of Common Stock.
(2) Assuming exercise of all 18,957,249 options to purchase Common
Stock owned of record by Qualified LLC, Equity L.P., in its capacity as sole
member of Qualified LLC, may, pursuant to Rule 13d-3 of the Exchange Act, be
deemed to be the beneficial owner of 26,075,246 shares of Common Stock, which,
based on calculations made in accordance with Rule 13d-3 of the Exchange Act
and, as of May 8, 2000, there being 84,470,500 shares of Common Stock
outstanding, represents approximately 25.03% of the outstanding shares of Common
Stock.
(3) Private LLC is the record and beneficial owner of 50,426
shares of Common Stock, 53,720 options to purchase Common Stock pursuant to
Option I and 80,580 options to purchase Common Stock pursuant to Option II.
Assuming exercise of all such options, Private LLC is the beneficial owner of
184,726 shares of Common Stock, which, based on calculations made in accordance
with Rule 13d-3 of the Exchange Act and, as of May 8, 2000, there being
84,470,500 shares of Common Stock outstanding, represents approximately 0.2% of
the outstanding shares of Common Stock.
(4) Assuming exercise of all 134,300 options to purchase Common
Stock owned of record by Private LLC, Private L.P., in its capacity as sole
member of Private LLC, may, pursuant to Rule 13d-3 of the Exchange Act, be
deemed to be the beneficial owner of 184,726 shares of Common Stock, which,
based on calculations made in accordance with Rule 13d-3 of the Exchange Act
and, as of May 8, 2000, there being
<PAGE> 25
Page 25 of 29
84,470,500 shares of Common Stock outstanding, represents approximately 0.2% of
the outstanding shares of Common Stock.
(5) Assuming exercise of all 19,091,549 options to purchase Common
Stock owned of record by Qualified LLC and Private LLC, HM4/GP Partners, in its
capacity as the sole general partner of each of Equity L.P. and Private L.P.,
may, pursuant to Rule 13d-3 of the Exchange Act, be deemed to be the beneficial
owner of 26,259,972 shares of Common Stock, which, based on calculations made in
accordance with Rule 13d-3 of the Exchange Act and, as of May 8, 2000, there
being 84,470,500 shares of Common Stock outstanding, represents approximately
25.19% of the outstanding shares of Common Stock.
(6) 4-EQ LLC is the record and beneficial owner of 104,593 shares
of Common Stock, 111,424 options to purchase Common Stock pursuant to Option I
and 167,137 options to purchase Common Stock pursuant to Option II. Assuming
exercise of all such options, 4-EQ LLC is the beneficial owner of 383,154 shares
of Common Stock, which, based on calculations made in accordance with Rule 13d-3
of the Exchange Act and, as of May 8, 2000, there being 84,470,500 shares of
Common Stock outstanding, represents approximately 0.41% of the outstanding
shares of Common Stock.
(7) Assuming exercise of all 278,561 options to purchase Common
Stock owned of record by 4-EQ LLC, 4-EQ L.P., in its capacity as sole member of
4-EQ LLC, may, pursuant to Rule 13d-3 of the Exchange Act, be deemed to be the
beneficial owner of 383,154 shares of Common Stock, which, based on calculations
made in accordance with Rule 13d-3 of the Exchange Act and, as of May 8, 2000,
there being 84,470,500 shares of Common Stock outstanding, represents
approximately 0.41% of the outstanding shares of Common Stock.
(8) 4-SBS LLC is the record and beneficial owner of 170,454 shares
of Common Stock, 181,587 options to purchase Common Stock pursuant to Option I
and 272,381 options to purchase Common Stock pursuant to Option II. Assuming
exercise of all such shares, 4-SBS LLC is the beneficial owner of 624,422 shares
of Common Stock, which, based on calculations made in accordance with Rule 13d-3
of the Exchange Act and, as of May 8, 2000, there being 84,470,500 shares of
Common Stock outstanding, represents approximately 0.67% of the outstanding
shares of Common Stock.
(9) Assuming exercise of all 453,968 options to purchase Common
Stock owned of record by 4-SBS LLC, 4-SBS L.P., in its capacity as sole member
of 4-SBS LLC, may, pursuant to Rule 13d-3 of the Exchange Act, be deemed to be
the beneficial owner of 624,422 shares of Common Stock, which, based on
calculations made in accordance with Rule 13d-3 of the Exchange Act and, as of
May 8, 2000, there being 84,470,500 shares of Common Stock outstanding,
represents approximately 0.67% of the outstanding shares of Common Stock.
(10) Assuming exercise of all options to purchase 19,824,078
shares of Common Stock owned of record by Qualified LLC, Private LLC, 4-EQ LLC
and 4-SBS LLC, Hicks GP Partners, in its capacity as sole general partner of
each of HM4/GP Partners, 4-EQ L.P. and 4-SBS L.P., may, pursuant to Rule 13d-3
of the Exchange Act, be deemed to be the beneficial owner of 27,267,548 shares
of Common Stock, which, based on calculations made in accordance with Rule 13d-3
of the Exchange Act and, as of May 8, 2000, there being 84,470,500 shares of
Common Stock outstanding, represents approximately 26.04% of the outstanding
shares of Common Stock.
(11) Assuming exercise of all 19,824,078 options to purchase
Common Stock owned of record by Qualified LLC, Private LLC, 4-EQ LLC and 4-SBS
LLC, Fund IV LLC, in its capacity as the sole general partner of Hicks GP
Partners, may, pursuant to Rule 13d-3 of the Exchange Act, be deemed to be the
beneficial owner of 27,267,548 shares of Common Stock, which, based on
calculations made in accordance with Rule 13d-3 of the Exchange Act and, as of
May 8, 2000, there being 84,470,500 shares of Common Stock outstanding,
represents approximately 26.04% of the outstanding shares of Common Stock.
(12) PG-IV LLC is the record and beneficial owner of 378,952
shares of Common Stock, 403,702 options to purchase Common Stock pursuant to
Option I and 605,553 options to purchase Common Stock pursuant to Option II.
Assuming exercise of all such options, PG-IV LLC is the beneficial owner of
1,388,207 shares of Common Stock, which, based on calculations made in
accordance with Rule 13d-3 of the Exchange Act
<PAGE> 26
Page 26 of 29
and, as of May 8, 2000, there being 84,470,500 shares of Common Stock
outstanding, represents approximately 1.49% of the outstanding shares of Common
Stock.
(13) Assuming exercise of all 1,009,255 options to purchase Common
Stock owned of record by PG-IV LLC, PG-IV C.V., in its capacity as sole member
of PG-IV LLC, may, pursuant to Rule 13d-3 of the Exchange Act, be deemed to be
the beneficial owner of 1,388,207 shares of Common Stock, which, based on
calculations made in accordance with Rule 13d-3 of the Exchange Act and, as of
May 8, 2000, there being 84,470,500 shares of Common Stock outstanding,
represents approximately 1.49% of the outstanding shares of Common Stock.
(14) Assuming exercise of all 1,009,255 options to purchase Common
Stock owned of record by PG-IV LLC, HM Equity C.V., in its capacity as sole
general partner of PG-IV C.V., may, pursuant to Rule 13d-3 of the Exchange Act,
be deemed to be the beneficial owner of 1,388,207 shares of Common Stock, which,
based on calculations made in accordance with Rule 13d-3 of the Exchange Act
and, as of May 8, 2000, there being 84,470,500 shares of Common Stock
outstanding, represents approximately 1.49% of the outstanding shares of Common
Stock.
(15) Assuming exercise of all 1,009,255 options to purchase Common
Stock owned of record by PG-IV LLC, GP Cayman L.P., in its capacity as sole
general partner of HM Equity C.V., may, pursuant to Rule 13d-3 of the Exchange
Act, be deemed to be the beneficial owner of 1,388,207 shares of Common Stock,
which, based on calculations made in accordance with Rule 13d-3 of the Exchange
Act and, as of May 8, 2000, there being 84,470,500 shares of Common Stock
outstanding, represents approximately 1.49% of the outstanding shares of Common
Stock.
(16) Assuming exercise of all 1,009,255 options to purchase Common
Stock owned of record by PG-IV LLC, Fund IV Cayman LLC, in its capacity as the
sole general partner of GP Cayman L.P. may, pursuant to Rule 13d-3 of the
Exchange Act, be deemed to be the beneficial owner of 1,388,207 shares of Common
Stock, which, based on calculations made in accordance with Rule 13d-3 of the
Exchange Act and, as of May 8, 2000, there being 84,470,500 shares of Common
Stock outstanding, represents approximately 1.49% of the outstanding shares of
Common Stock.
(17) Assuming exercise of all 20,833,333 options to purchase
Common Stock owned of record by Qualified LLC, Private LLC, 4-EQ LLC, 4-SBS LLC
and, PG-IV LLC, Mr. Thomas O. Hicks, in his capacity as sole member of Fund IV
LLC and Fund IV Cayman LLC, may, pursuant to Rule 13d-3 of the Exchange Act, be
deemed to be the beneficial owner of 28,655,755 shares of Common Stock, which
based on calculations made in accordance with Rule 13d-3 of the Exchange Act
and, as of May 8, 2000, there being 84,470,500 shares of Common Stock
outstanding, represents approximately 27.21% of the outstanding shares of Common
Stock.
The Reporting Persons expressly disclaim (a) the existence of any group
and (b) beneficial ownership with respect to any shares other than the shares
owned of record by such Reporting Person.
(b) The information set forth in Items 7 through 11 of the cover
pages hereto is incorporated herein by reference.
(c) Except as set forth herein, none of the persons named in response
to paragraph (a) has effected any transactions in shares of Common Stock during
the past 60 days.
(d) The right to receive dividends on, and proceeds from the sale of,
the shares of Common Stock which may be beneficially owned by the persons
described in (a) and (b) above is governed by the limited liability company
agreements and limited partnership agreements of each such entity, and such
dividends or proceeds may be distributed with respect to numerous member
interests and general and limited partnership interests.
See Item 6 below for descriptions of Option I and Option II.
<PAGE> 27
Page 27 0f 29
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Item 6 of the Schedule 13D is hereby amended and restated in its
entirety to read as follows:
The matters set forth in Item 2 are incorporated in this Item 6 by
reference as if fully set forth herein.
<PAGE> 28
Page 28 of 29
Stock Purchase Agreement
Pursuant to the Common Stock Purchase Agreement (the "Stock Purchase
Agreement") dated as of February 2, 2000, by and between the Issuer and Bridge
LLC, the Issuer agreed to sell to Bridge LLC, and Bridge LLC agreed to purchase
from the Issuer, 7,822,422 shares of Common Stock for a purchase price of
$17,131,104.
Prior to the issuance of the shares of Common Stock and the Options at
the Closing (as defined below), pursuant to an Assignment of Rights Under Common
Stock Purchase Agreement dated February 17, 2000 (the "Assignment Agreement"),
Bridge LLC assigned 50% of its rights, title interests and obligations in, to
and under the Stock Purchase Agreement to Qualified LLC, Private LLC, 4-EQ LLC,
4-SBS LLC and PG-IV LLC.
On March 17, 2000, at the closing held pursuant to the Stock Purchase
Agreement (the "Closing"), the Issuer sold to each of the persons listed below
(the "HMTF Holders") the number of shares of Common Stock set forth opposite
each person's name below in exchange for the purchase price set forth opposite
such person's name below.
<TABLE>
<CAPTION>
NUMBER OF
NAME OF ENTITY SHARES PURCHASED PURCHASE PRICE
---------------- ---------------- --------------
<S> <C> <C>
Qualified LLC 3,558,999 $ 7,794,208
Private LLC 25,213 $ 55,217
4-EQ LLC 52,296 $ 114,528
4-SBS LLC 85,227 $ 186,647
PG-IV LLC 189,476 $ 414,952
Bridge LLC 3,911,211 $ 8,565,552
</TABLE>
The foregoing description of the Stock Purchase Agreement is not, and
does not purport to be, complete and is qualified in its entirety by reference
to the Stock Purchase Agreement, a copy of which is filed as Exhibit 10.1 to the
Schedule 13D and is incorporated herein by reference.
On June 26, 2000, Bridge LLC sold its shares of Common Stock and
Options to purchase shares of Common Stock to Qualified LLC, Private LLC, 4-EQ
LLC, 4-SBS LLC and PG-IV LLC, and such entities purchased such shares, as set
forth below:
<TABLE>
<CAPTION>
NUMBER OF SHARES NUMBER OF SHARES
PURCHASABLE PURCHASABLE PURSUANT
NUMBER OF PURSUANT TO
NAME OF ENTITY SHARES PURCHASED TO OPTION I OPTION II
---------------- ---------------- ---------------- --------------------
<S> <C> <C> <C>
Qualified LLC 3,558,998 3,791,450 5,687,175
Private LLC 25,213 26,860 40,290
4-EQ LLC 52,296 55,712 83,569
4-SBS LLC 85,227 90,793 136,190
PG-IV LLC 189,476 201,851 302,776
</TABLE>
<PAGE> 29
Page 29 of 29
On June 26, 2000, Bridge Partners L.P. repaid the borrowing under the
Credit Agreement referred to in Item 3 with the proceeds of the sale of its
shares of Common Stock and Options to purchase shares of Common Stock to
Qualified LLC, Private LLC, 4-EQ LLC, 4-SBS LLC and PG-IV LLC, as set forth
above.
Registration Rights
The Issuer and Bridge LLC, Qualified LLC, Private LLC, 4-EQ LLC, 4-SBS
LLC and PG-IV LLC entered into a Registration Rights Agreement (the
"Registration Rights Agreement") pursuant to which the Issuer agreed to effect
two "demand" registrations at the request of the holders of a majority of the
Registrable Securities (as defined below) held by the HMTF Holders and any
direct or indirect transferee of any Registrable Securities held by the HMTF
Holders (together, with the HMTF Holders, the "Holders") provided that the
Holders shall not be entitled to the second "demand" registration until the
Holders have exercised in full the options granted with an initial exercise
price of $3.00 per share pursuant to the Option Agreement. In addition, the
Holders have certain piggyback registration rights in connection with
registrations of the Issuer's securities under the Securities Act of 1933 (the
"Securities Act").
As used in this statement:
"Registrable Securities" means (a) the Registrable Common Stock and (b)
any securities of the Issuer or any successor entity into which such Registrable
Common Stock may be converted or changed.
"Registrable Common Stock" means the shares of Common Stock purchased
by the HMTF Holders pursuant to the Stock Purchaser Agreement, the shares of
Common Stock issued or issuable upon the exercise by the HMTF Holders of Option
I or Option II, any additional securities issued by the Issuer in respect
thereof in connection with any stock split, stock dividends or similar event
with respect to the Common Stock, plus any other shares of Common Stock or such
other securities held by any Holder.
The foregoing description of the Registration Rights Agreement is not,
and does not purport to be, complete and is qualified in its entirety by
reference to the Registration Rights Agreement, a copy of which is filed as
Exhibit 10.2 to the Schedule 13D and is incorporated herein by reference.
Option Agreement
At the Closing, the Issuer and the HMTF Holders entered into an Option
Agreement (the "Option Agreement") pursuant to which the Issuer granted Option I
and Option II to the HMTF Holders. Option I entitles the HMTF Holders or their
permitted assigns to purchase from the Issuer an aggregate of 8,333,333 shares
of Common Stock at an exercise price of $3.00 per share, as adjusted from time
to time pursuant to the terms of the Option Agreement. Option I expires on March
17, 2001. Option II entitles the HMTF Holders or their permitted assigns to
purchase from the Issuer (i) an aggregate of 12,500,000 shares of Common Stock
at an exercise price of $4.00 per share plus (ii) if the Holders have not
exercised Option I, 8,333,333 shares of Common Stock at an exercise price of
$3.00 per share, in each case as adjusted from time to time pursuant to the
Option Agreement. Option II expires on March 17, 2002. Option II may be
exercised only in connection with a Qualified Transaction.
As used in this statement:
"Qualified Transaction" means the issuance of new equity for cash to
finance a business combination or acquisition (by means of merger,
consolidation, exchange, or acquisition of assets, or otherwise) involving the
Issuer or any subsidiary thereof and an aggregate transactional consideration to
the other entity or its equity and debt holders or to the Issuer and its equity
and debt holders having a fair value (as determined in good faith by the Board
of Directors of the Issuer of at least $50,000,000.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT 10.5: Assignment of Securities by Bridge LLC to each of
Qualified LLC, Private LLC, 4-EQ LLC, 4-SBS LLC and PG-IV LLC.
<PAGE> 30
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
July 18, 2000 *
-----------------------------
Name: Thomas O. Hicks
* By: /s/ David W. Knickel
------------------------
Name: David W. Knickel
Attorney-in-Fact
S-1
<PAGE> 31
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
July 18, 2000 HM4 METROCALL QUALIFIED FUND, LLC
By: /s/ David W. Knickel
------------------------------
Name: David W. Knickel
Title: Vice President
S-2
<PAGE> 32
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
July 18, 2000 HMTF EQUITY FUND IV (1999), L.P.
By: HM4/GP (1999) Partners, L.P., its
General Partner
By: Hicks, Muse GP (1999) Partners IV, L.P.,
its General Partner
By: Hicks, Muse (1999) Fund IV, LLC, its
General Partner
By: /s/ David W. Knickel
----------------------------------------------
Name: David W. Knickel
Title: Vice President
S-3
<PAGE> 33
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
July 18, 2000 HM4 METROCALL PRIVATE FUND, LLC
By: /s/ David W. Knickel
-------------------------------------
Name: David W. Knickel
Title: Vice President
S-4
<PAGE> 34
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
July 18, 2000 HMTF PRIVATE EQUITY FUND IV (1999), L.P.
By: HM4/GP (1999) Partners, L.P., its General
Partner
By: Hicks, Muse GP (1999) Partners IV, L.P., its
General Partner
By: Hicks, Muse (1999) Fund IV, LLC, its
General Partner
By: /s/ David W. Knickel
-----------------------------------------------
Name: David W. Knickel
Title: Vice President
S-5
<PAGE> 35
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
July 18, 2000 HM4/GP (1999) PARTNERS, L.P.
By: Hicks, Muse GP (1999) Partners IV, L.P.,
its General Partner
By: Hicks, Muse (1999) Fund IV, LLC, its
General Partner
By: /s/ David W. Knickel
-----------------------------------------
Name: David W. Knickel
Title: Vice President
S-6
<PAGE> 36
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
July 18, 2000 HM 4-EQ METROCALL COINVESTORS, LLC
By: /s/ David W. Knickel
-----------------------------------------
Name: David W. Knickel
Title: Vice President
S-7
<PAGE> 37
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
July 18, 2000 HM 4-EQ (1999) COINVESTORS, L.P.
By: Hicks, Muse GP (1999) Partners IV, L.P., its
General Partner
By: Hicks, Muse (1999) Fund IV, LLC, its
General Partner
By: /s/ David W. Knickel
----------------------------------------------
Name: David W. Knickel
Title: Vice President
S-8
<PAGE> 38
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
July 18, 2000 HM 4-SBS METROCALL COINVESTORS, LLC
By: /s/ David W. Knickel
------------------------------------
Name: David W. Knickel
Title: Vice President
S-9
<PAGE> 39
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
July 18, 2000 HM 4-SBS (1999) COINVESTORS, L.P.
By: Hicks, Muse GP (1999) Partners IV, L.P., its
General Partner
By: Hicks, Muse (1999) Fund IV, LLC, its
General Partner
By: /s/ David W. Knickel
----------------------------------------------
Name: David W. Knickel
Title: Vice President
S-10
<PAGE> 40
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
July 18, 2000 HICKS, MUSE GP (1999) PARTNERS IV, L.P.
By: Hicks, Muse (1999) Fund IV, LLC,
its General Partner
By: /s/ David W. Knickel
---------------------------------------
Name: David W. Knickel
Title: Vice President
S-11
<PAGE> 41
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
July 18, 2000 HICKS, MUSE (1999) FUND IV, LLC
By: /s/ David W. Knickel
---------------------------------------
Name: David W. Knickel
Title: Vice President
S-12
<PAGE> 42
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
July 18, 2000 HM PG-IV METROCALL, LLC
By: /s/ David W. Knickel
---------------------------------------
Name: David W. Knickel
Title: Vice President
S-13
<PAGE> 43
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
July 18, 2000 HICKS, MUSE PG-IV (1999), C.V.
By: HM Equity Fund IV/GP Partners (1999), C.V., its
General Partner
By: HM GP Partners IV Cayman, L.P., its
General Partner
By: HM Fund IV Cayman LLC, its General Partner
By: /s/ David W. Knickel
----------------------------------------------------
Name: David W. Knickel
Title: Vice President
S-14
<PAGE> 44
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
July 18, 2000 HM EQUITY FUND IV/GP PARTNERS (1999), C.V.
By: HM GP Partners IV Cayman, L.P., its
General Partner
By: HM Fund IV Cayman LLC, its General
Partner
By: /s/ David W. Knickel
---------------------------------------
Name: David W. Knickel
Title: Vice President
S-15
<PAGE> 45
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
July 18, 2000 HM GP PARTNERS IV CAYMAN, L.P.
By: HM Fund IV Cayman LLC, its
General Partner
By: /s/ David W. Knickel
----------------------------------
Name: David W. Knickel
Title: Vice President
S-16
<PAGE> 46
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
July 18, 2000 HM FUND IV CAYMAN LLC
By: /s/ David W. Knickel
-----------------------
Name: David W. Knickel
Title: Vice President
S-17
<PAGE> 47
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
July 18, 2000 HMTF BRIDGE MC I, LLC
By: /s/ David W. Knickel
-----------------------
Name: David W. Knickel
Title: Vice President
S-18
<PAGE> 48
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
July 18, 2000 HMTF BRIDGE PARTNERS, L.P.
By: HMTF Bridge Partners, LLC, its General
Partner
By: /s/ David W. Knickel
--------------------------------------------
Name: David W. Knickel
Title: Vice President
S-19
<PAGE> 49
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
July 18, 2000 HMTF BRIDGE PARTNERS, LLC
By: /s/ David W. Knickel
-----------------------
Name: David W. Knickel
Title: Vice President
S-20
<PAGE> 50
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -------------
<S> <C>
Exhibit 10.5: Assignment of Securities by Bridge LLC to each of
Qualified LLC, Private LLC, 4-EQ LLC, 4-SBS LLC and PG-IV LLC.
</TABLE>
E-1
