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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 18, 2000
METROCALL, INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware 0-21924 54-1215634
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(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)
6677 Richmond Highway, Alexandria, Virginia 22306
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(Address of principal executive offices) (Zip Code)
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Registrant's telephone number, including area code: (703) 660-6677
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Item 5 - Other Events.
Metrocall, Inc. (NASDAQ - MCLL) announced that it has submitted an acquisition
proposal to the Board of Directors of Paging Network, Inc. (PageNet) which it
believes represents a superior proposal to PageNet's currently pending merger
transaction. Under the Metrocall proposal, to be implemented through a confirmed
plan of reorganization under chapter 11 of the Bankruptcy Code:
- Holders of PageNet's senior subordinated notes will receive an
aggregate of $100 million in cash, 86.8 million shares of new
Metrocall common stock, and 81% of the common stock of PageNet's
Vast subsidiary.
- Trade and/or other unsecured creditors will receive payment in
full in cash of their allowed claims.
- PageNet stockholders will receive 13.0 million shares of new
Metrocall common stock and 11.6% of Vast's common stock.
- Metrocall is currently negotiating with representatives of its
current bank group for a new consolidated loan facility which will
aggregate approximately $946 million, a tranche of which provides
for the terms of repayment of PageNet's existing bank debt.
Metrocall has received an expression of interest for funding the $100 million
cash portion of the consideration from Hicks Muse Tate & Furst, Incorporated, a
private investment firm and investor in Metrocall. Metrocall's proposal is
subject to Metrocall promptly obtaining due diligence with respect to PageNet
and its U.S. operating subsidiaries. The acquisition will be subject to various
conditions, including requisite bankruptcy court approvals in PageNet's chapter
11 proceeding, regulatory approvals, Metrocall stockholder approval, and
satisfaction of conditions to the bank and equity financing.
Metrocall's letter asks the PageNet Board to respond by July 25, 2000, whether
it will provide the requested due diligence, and gives the Board until August
15, 2000 to decide whether to recommend acceptance of the Metrocall proposal.
THE FOREGOING DOES NOT CONSTITUTE AN OFFER OF ANY SECURITIES FOR SALE. ANY
SECURITIES TO BE ISSUED PURSUANT TO THE METROCALL PROPOSAL WILL BE ISSUED
PURSUANT TO APPLICABLE PROVISIONS OF THE SECURITIES ACT OF 1933 OR AN EXEMPTION
THEREFROM. INVESTORS ARE URGED TO READ THE RELEVANT DOCUMENTS TO BE FILED WITH
THE SECURITIES EXCHANGE COMMISSION AND/OR THE BANKRUPTCY COURT WHICH WILL
CONTAIN IMPORTANT INFORMATION ABOUT ANY TRANSACTION INVOLVING METROCALL.
INVESTORS CAN OBTAIN ANY DOCUMENT FILED WITH THE COMMISSION FOR FREE AT THE
COMMISSION'S WEB SITE, http://www.SEC.GOV.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
METROCALL, INC.
By: /s/ Vincent D. Kelly
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Vincent D. Kelly
Chief Financial Officer and Treasurer
Date: July 21, 2000
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