UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
A+ Network, Inc.
(Name of Issuer)
Common Stock, .01 par value per share
(Title of Class of Securities)
002033108
(CUSIP Number)
Steven M. Peck, Esq.
Hutchins, Wheeler & Dittmar,
101 Federal Street, Boston, MA 02110 (617) 951-6600
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 16, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
Note:Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 14 Pages
Exhibit Index Appears on Page 14
<PAGE>
SCHEDULE 13D
CUSIP No. 002033108 Page 2 of 14 Pages
1. NAME OF REPORTING PERSON - Summit Ventures III, L.P.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON -
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
N/A
5. CHECK BOX 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 8. SHARED VOTING POWER
BENEFICIALLY 652,620
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH
10. SHARED DISPOSITIVE POWER
652,620
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
652,620
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.36%
14. TYPE OF REPORTING PERSON
PN
<PAGE>
Item 1. Security and Issuer.
The name of the issuer is A+ Network, Inc. (the "Issuer"). The Issuer is
organized under the laws of Tennessee and its principal executive offices are
located at 2416 Hillsboro Road, Nashville, TN 37212. The equity securities to
which this statement relates are shares of common stock, par value $.01 per
share, of the Issuer (the "Common Stock").
(a) The Reporting Person is Summit Ventures III, L.P. This Schedule 13D
also makes reference to E. Roe Stamps, IV, Stephen G. Woodsum, Gregory M. Avis,
Martin J. Mannion, John A. Genest, Ernest K. Jacquet, Bruce R. Evans, Walter G.
Kortschak and Thomas S. Roberts, (collectively with the Reporting Person, the
"Natural Reporting Persons"), and Summit Ventures III, L.P., a Delaware limited
partnership ("Ventures III"), Summit Partners III, L.P., a Delaware limited
partnership ("Partners III"), Stamps, Woodsum & Co. III, a Delaware partnership
("Stamps, Woodsum & Co. III"), and Summit Investors II, L.P., a Delaware limited
partnership ("Investors") (collectively, the "Summit Entities" and, together
with the Natural Reporting Persons the "Reporting Persons").
(b) The address for the principal office and the principal business of the
Summit Entities is 600 Atlantic Avenue, Suite 2800, Boston, MA 02110. The
principal business address for each of the Natural Reporting Persons is also 600
Atlantic Avenue, Suite 2800, Boston, MA 02110.
(c) The principal business of Ventures III and Investors is to invest in,
hold, vote and sell securities. The principal occupation of each of the Natural
Reporting Persons is to assist the Summit Entities with respect to investment
decisions. The principal business of Partners III is to act as the general
partner of Ventures III. The principal business of Stamps, Woodsum & Co. III is
to act as the general partner of Partners III.
(d) In the past five years, none of the Reporting Persons have been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors). This information is true to the best knowledge of the Summit
Entities and the Natural Reporting Persons.
(e) In the past five years, none of the Reporting Persons have been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding were or are subject to a finding
that they violated any federal or state securities laws, or were or are subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting activity subject to any federal or state securities laws. This
information is true to the best knowledge of the Summit Entities, and the
Natural Reporting Persons.
(f) The place of organization of each of the Reporting Persons is set forth
on Row 6 of the respective Reporting Person's cover page and incorporated herein
by reference.
Item 3. Source and Amount of Funds or Other Consideration.
Not Applicable.
Item 4. Purpose of Transaction.
See Item 6.
Item 5. Interest in Securities of the Issuer.
<PAGE>
(a) As of May 16, 1996, Ventures III is the record owner of 644,397 shares
of Common Stock and Investors is the record owner of 8,223 shares of Common
Stock. (The shares of Common Stock held of record by Ventures III and Investors
are referred to herein collectively as the "Record Shares"). By virtue of the
affiliate relationships among the Summit Entities, each Summit Entity may be
deemed to own beneficially all of the Record Shares. Hence, each Summit Entity
may be deemed to own beneficially 652,620 shares of Common Stock. In its
capacity as general partner of Ventures III, Partners III, may be deemed to own
beneficially 644,397 shares of Common Stock. In its capacity as general partner
of Partners III, Stamps, Woodsum & Co. III, may be deemed to own beneficially
644,397 shares of Common Stock. In their capacities as individual general
partners of Stamps, Woodsum & Co. III, each of Messrs. Stamps, Woodsum, Jacquet,
Mannion, Genest, Avis, Evans, Kortschak and Roberts may be deemed to own
beneficially 644,397 shares of Common Stock. In their capacities as individual
general partners of Investors, each of Messrs. Stamps, Woodsum, Jacquet, Evans,
Avis, Mannion, Genest, Kortschak and Roberts may be deemed to own beneficially
8,223 shares of Common Stock. The Reporting Persons together could be deemed to
constitute a "group" for the purposes of Section 13(d)(3) of the Act and the
rules and regulations promulgated thereunder as a consequence of certain
provisions of the Shareholders Agreement (as defined in Item 6). If
characterized as a "group," each Reporting Person could be deemed to own all of
the Stockholders Agreement. Without giving effect to any such possible
characterization as a group resulting from Investors and Ventures III being
parties to the Stockholders Agreement, if each Reporting Person were deemed to
be the beneficial owner of all the Record Shares, the Reporting Persons as of
the date hereof may, as a result of the Act and the rules and regulations
promulgated thereunder, be deemed to beneficially own the amount of outstanding
shares of Common Stock of the Company indicated in the table below:
Percent of Class:
Summit Ventures III, L.P.: 6.36%
Summit Partners III, L.P.: 6.36%
Stamps, Woodsum & Co. III: 6.36%
Summit Investors II, L.P.: 6.36%
E. Roe Stamps, IV: 6.36%
Stephen G. Woodsum: 6.36%
Gregory M. Avis: 6.36%
Martin J. Mannion: 6.36%
John A. Genest: 6.36%
Ernest K. Jacquet: 6.36%
Bruce R. Evans: 6.36%
Walter G. Kortschak: 6.36%
Thomas S. Roberts: 6.36%
The foregoing percentages are calculated based on the 10,263,255 shares of
Common Stock reported to be outstanding by materials provided by the transfer
<PAGE>
agent of the Issuer and counsel to the Issuer. Each of the Reporting Persons
expressly disclaims beneficial ownership of any shares of Common Stock of the
Issuer, except in the case of Ventures III for the 644,397 shares which it holds
of record and in the case of Investors, for the 8,223 shares which it holds of
record.
(b) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
0 shares for each of the Summit Entities and the Individual Reporting
Persons
(ii) shared power to vote or to direct the vote:
Summit Ventures III, L.P.: 652,620 shares
Summit Partners III, L.P.: 652,620 shares
Stamps, Woodsum & Co. III: 652,620 shares
Summit Investors II, L.P.: 652,620 shares
E. Roe Stamps, IV: 652,620 shares
Stephen G. Woodsum: 652,620 shares
Gregory M. Avis: 652,620 shares
Martin J. Mannion: 652,620 shares
John A. Genest: 652,620 shares
Ernest K. Jacquet: 652,620 shares
Bruce R. Evans: 652,620 shares
Walter G. Kortschak: 652,620 shares
Thomas S. Roberts: 652,620 shares
(iii) sole power to dispose or direct the disposition of:
0 shares for each of the Summit Entities and the Individual Reporting
Persons
(iv) shared power to dispose or direct the disposition of:
Summit Ventures III, L.P.: 652,620 shares
Summit Partners III, L.P.: 652,620 shares
Stamps, Woodsum & Co. III: 652,620 shares
Summit Investors II, L.P.: 652,620 shares
E. Roe Stamps, IV: 652,620 shares
Stephen G. Woodsum: 652,620 shares
Gregory M. Avis: 652,620 shares
Martin J. Mannion: 652,620 shares
John A. Genest: 652,620 shares
Ernest K. Jacquet: 652,620 shares
<PAGE>
Bruce R. Evans: 652,620 shares
Walter G. Kortschak: 652,620 shares
Thomas S. Roberts: 652,620 shares
Each of the Reporting Persons expressly disclaims beneficial ownership of
any shares of Common Stock of the Issuer, except in the case of Ventures III for
the 644,397 shares which it holds of record. (c) Not applicable. (d) Not
applicable. (e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
Each of Ventures III and Investors is a party to the A+ Shareholders'
Option and Sales Agreement, dated as of May 16, 1996 (the "Shareholders
Agreement"), by and among Metrocall, Inc. a Delaware corporation ("Metrocall"),
and Ray D. Russenberger, Brownlee O. Currey, Jr., Charles A. Emling III, Irby C.
Simpkins, Jr., Elliott H. Singer, Investors and Summit Ventures III (the
"Principal Shareholders"). The Shareholders Agreement grants Metrocall certain
rights with respect to the Common Stock owned by each Principal Shareholder and
the related Rights (the "Owned Shares"). The Owned Shares subject to the
Shareholders Agreement aggregate 5,525,543 shares of voting common stock,
representing approximately 53.8% of the Shares outstanding on May 16, 1996. All
of Investors' and Ventures III's Owned Shares are subject to the Shareholders
Agreement. The principal terms of the Shareholders Agreement are as follows:
Sale of Shares. The Shareholders Agreement provides that, subject to and
conditioned upon the consummation of the Offer, each of the Principal
Shareholders will sell to Metrocall a number of Shares equal to 40% of each of
their Owned Shares (the "Cash Purchase Shares") for a cash purchase price of
$21.10 per Share, or such higher price as shall be paid for Shares tendered
<PAGE>
pursuant to the Offer. The Cash Purchase Shares constitute 2,210,217 shares or
approximately 21.5% of the outstanding Shares as of May 16, 1996.
Voting Agreement and Proxy. Pursuant to the Shareholders Agreement, each
Principal Shareholder agreed during the term of the Shareholders Agreement to
vote in favor of the transactions contemplated by the Agreement and Plan of
Merger, dated as of May 16, 1996, between Metrocall and the Company (the "Merger
Agreement"), and against (i) any extraordinary corporate transaction, such as a
merger, rights offering, reorganization, recapitalization or liquidation
involving the Company or any of its subsidiaries, (ii) any sale or transfer of a
material amount of assets of the Company or any of its subsidiaries or the
issuance of any securities of the Company or any subsidiary or (iii) any change
in the Board of Directors of the Company. The Agreement also irrevocably
appoints Metrocall or its officers as each Principal Shareholder's proxy during
the Option Period to vote all Owned Shares (other than Shares purchased by
Metrocall) as specified above. The Proxy is exercisable only during the Option
Period (defined below).
The Principal Shareholders also granted Metrocall certian options to
purchase Shares, each subject to a separate act of conditions.
Scenario I Option. Pursuant to the Shareholders Agreement, each Principal
Shareholder granted Metrocall an irrevocable option (the "Scenario I Option" )
to purchase all, but not less than all, of the Owned Shares other than the Cash
Purchase Shares previously purchase by Metrocall and certain Owned Shares of Mr.
Russenberger (the "Scenario I Option Shares") which are subject to previous
options in favor of certain employees of the Company (the "RR Option Shares").
The Scenario I Option may be exercised by Metrocall following satisfaction
of the Exercise Conditions (defined below) for a period commencing upon the
later to occur of (i) 61 days after Metrocall has delivered the Evidence of
Financing (as defined below) and (ii) the receipt by Metrocall of a Regulatory
Order from the FCC and ending on the earlier of six months after the
<PAGE>
closing of the purchase by Metrocall of the Cash Purchase Shares or the
termination of the Shareholders Agreement in accordance with its terms (the
"Option Period"). Should Metrocall elect to exercise the Scenario I Option,
Metrocall will be obligated to furnish to the Company evidence of financing (the
"Evidence of Financing") enabling it to finance the offer to repurchase the
Company's 11 7/8% Senior Subordinated Notes in accordance with the terms of the
Change In Control provisions of the Indenture issued by the FCC with respect to
the FCC licenses of the Company (as defined in the Merger Agreement) as to which
(i) no request for stay by the FCC of the action or order is pending, no such
stay is in effect, and, if any deadline for filing any such request is
designated by statute or regulation, it has passed; and (ii) with respect to an
action taken or order issued by the FCC granting consents to the Merger, such
consent shall be without material adverse conditions, other than conditions that
have been agreed to by the Company and Metrocall or that are routine conditions
with respect to transfers of this nature.
The Exercise Conditions, each of which is required to be satisfied prior to
the exercise of the Scenario I Option, are: (i) the occurrence of the closing of
the purchase by Metrocall of the Cash Purchase Shares; (ii) the valid approval
and adoption of the Merger Agreement by the shareholders of Metrocall; and (iii)
the absence of any material breach by Metrocall of its obligations and
agreements in the Merger Agreement.
Scenario II Transactions. The Shareholders Agreement provides that
Metrocall shall purchase the Adjusted Owned Shares (as defined below) upon the
occurrence of a Scenario II Trigger Event. A Scenario II Trigger Event shall
have occurred if (i) prior to expiration of the tender offer called for by the
Merger Agreement (the "Offer"), the Company receives an acquisition proposal (a
proposal relating to a possible acquisition of the Company by merger or purchase
of assets, or tender offer for more than 5% of if the Shares) or the proposal to
adopt the Merger Agreement shall not have been adopted by the shareholders of
the Company and all Shares owned by Metrocall are voted in favor of the
proposal, (ii) the Offer expires in accordance with its terms
<PAGE>
without any Shares accepted for payment in circumstances in which all conditions
to the Offer other than the Minimum Condition (as defined in the Merger
Agreement) or a condition relating to an injunction enjoining the Merger shall
have been satisfied, and (iii) within two business days after the expiration of
the Offer, Metrocall gives notice to the Company and Principal Shareholders of
its election not to terminate the Merger Agreement in accordance with its terms
based on (i) the failure of the shareholders of the Company to approve the
proposal to adopt the Merger Agreement, (ii) the withdrawal by the Company's
board of directors of its approval of the Merger Agreement or their failure to
recommend against another acquisition proposal or (iii) the execution of an
agreement in principle relating to another acquisition proposal or other
business combination with a person other than Metrocall.
The "Adjusted Owned Shares" is such number of Shares, as determined by
Metrocall, that in the aggregate is greater than 40%, but does not exceed 49.9%
(or such lesser percentage as may be required by applicable law), of the issued
and outstanding Shares on the date of calculation. The RR Option Shares will be
disregarded for purposes of calculating the Adjusted Owned Shares.
Scenario II Option. Subject to the Closing of the sale of the Adjusted
Owned Shares, Metrocall is obligated under the Shareholders Agreement to use its
reasonable best efforts to commence a new tender offer, to the extent permitted
by applicable law, including the receipt of requisite FCC regulatory approvals,
pursuant to which Metrocall shall offer to purchase no less than the number of
shares constituting the Minimum Condition for the Offer at a price no less than
the highest price offered in the Offer ("Scenario II Tender Offer"). In such
event, and subject to and conditioned upon the purchase of Shares pursuant to
the Scenario II Tender Offer, Metrocall has an exclusive and irrevocable option
during the Option Period, to purchase all, but not less than all, of the Owned
Shares other than Adjusted Owned Shares previously purchased by Metrocall and
the RR Option Shares (the "Scenario II Option Shares"), which option (the
<PAGE>
"Scenario II Option") shall have the same terms and conditions (other than the
number of shares to be purchased) as the Scenario I Option.
Scenario II Mandatory Share Purchase. Subject to the Closing of the sale of
the Adjusted Owned Shares, in the event that a Scenario II Tender Offer expires
without Metrocall purchasing any shares, the Shareholders Agreement obligates
Metrocall to use its reasonable best efforts to acquire as soon as practicable
the remainder of the Scenario II Option Shares. In such event, Metrocall shall
have an exclusive and irrevocable option during the Option Period ("Mandatory
Option") to purchase all, but not less than all, of the remainder of the
Scenario II Option Shares and Metrocall shall be required to exercise such
option as promptly as possible. Metrocall is also prohibited from affecting the
Merger unless prior to the Effective Time, Metrocall shall have exercised the
Mandatory Option, which shall have the same terms and conditions (other than the
number of shares to be purchased) as the Scenario I Option.
Termination. The Shareholders Agreement terminates on the earlier of (i)
the expiration of the Option Period, (ii) the purchase by Metrocall of all Owned
Shares (other than the RR Option Shares) pursuant to Shareholders Agreement,
(iii) the agreement of the parties to the Shareholders Agreement to terminate
the Shareholders Agreement, (iv) consummation of the Merger, (v) two business
days after termination or expiration of the Offer without the purchase of any
Shares pursuant thereto unless Metrocall shall have purchased shares following a
Scenario II Trigger Event in accordance with the Shareholders Agreement, and
(vi) termination of the Merger Agreement pursuant to its terms, and in any event
the Shareholders Agreement shall terminate on March 16, 1997.
Metrocall, Inc. is a provider of paging and related services and has its
principal executive offices at 6677 Richmond Highway, Alexandria, Virginia
22306.
Except as described in the immediately preceding paragraphs, there are no
contracts, agreements, understandings or relationships (legal or otherwise)
<PAGE>
among the persons named in Item 2 and between such persons and any person with
respect to any securities of the Issuer, including but not limited to transfer
or voting of any of the securities, finder's fees, joint ventures, loan or
option arrangements, put or calls, guarantees of profits, diversion of profits
or loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
Exhibit 1 A+Stockholders' Option and Sale Agreement by and
among Metrocall, Inc. and certain shareholders of A+
Network, Inc. (incorporated by reference to Exhibit 4
of Schedule 14D-9 filed by A+ Networks, Inc. on or
about May 22, 1996).
Exhibit 2 Powers of Attorney (previously filed).
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
SUMMIT VENTURES III, L.P.
By: Summit Partners III, L.P.,
its general partner
By: Stamps, Woodsum & Co. III
its general partner
Dated: May 24, 1996 By: /s/ John A. Genest
--------------------------------------
Name: John A. Genest
Title: General Partner
<PAGE>
Exhibit Page
Exhibit 1 A+Stockholders' Option and Sale Agreement
by and among Metrocall, Inc. and certain
shareholders of A+ Network, Inc.
(incorporated by reference to Exhibit 4
of Schedule 14D-9 filed by A+ Network, Inc.
on or about May 22, 1996).
Exhibit 2 Powers of Attorney (previously filed).
