UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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)
June 25, 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
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SCHEDULE 13D
CUSIP No. 002033108 Page 2 of 14 Pages
--------- ---- ------
1. NAME OF REPORTING PERSON - Summit Partners 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 391,573
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH
10. SHARED DISPOSITIVE POWER
391,573
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
391,573
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.82%
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 Partners 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
<PAGE>
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.
(a) As of July 1, 1996, Ventures III is the record owner of 386,638 shares
of Common Stock and Investors is the record owner of 4,935 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 391,573 shares of Common Stock. In its
capacity as general partner of Ventures III, Partners III, may be deemed to own
beneficially 386,638 shares of Common Stock. In its capacity as general partner
of Partners III, Stamps,
<PAGE>
Woodsum & Co. III, may be deemed to own beneficially 386,638 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 386,638 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 4,935 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.: 3.82%
Summit Partners III, L.P.: 3.82%
Stamps, Woodsum & Co. III: 3.82%
Summit Investors II, L.P.: 3.82%
E. Roe Stamps, IV: 3.82%
Stephen G. Woodsum: 3.82%
Gregory M. Avis: 3.82%
Martin J. Mannion: 3.82%
John A. Genest: 3.82%
Ernest K. Jacquet: 3.82%
Bruce R. Evans: 3.82%
Walter G. Kortschak: 3.82%
Thomas S. Roberts: 3.82%
<PAGE>
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 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 386,638 shares which
it holds of record and in the case of Investors, for the 4,935 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.: 391,573 shares
Summit Partners III, L.P.: 391,573 shares
Stamps, Woodsum & Co. III: 391,573 shares
Summit Investors II, L.P.: 391,573 shares
E. Roe Stamps, IV: 391,573 shares
Stephen G. Woodsum: 391,573 shares
Gregory M. Avis: 391,573 shares
Martin J. Mannion: 391,573 shares
John A. Genest: 391,573 shares
Ernest K. Jacquet: 391,573 shares
Bruce R. Evans: 391,573 shares
Walter G. Kortschak: 391,573 shares
Thomas S. Roberts: 391,573 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.: 391,573 shares
Summit Partners III, L.P.: 391,573 shares
Stamps, Woodsum & Co. III: 391,573 shares
Summit Investors II, L.P.: 391,573 shares
E. Roe Stamps, IV: 391,573 shares
<PAGE>
Stephen G. Woodsum: 391,573 shares
Gregory M. Avis: 391,573 shares
Martin J. Mannion: 391,573 shares
John A. Genest: 391,573 shares
Ernest K. Jacquet: 391,573 shares
Bruce R. Evans: 391,573 shares
Walter G. Kortschak: 391,573 shares
Thomas S. Roberts: 391,573 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 and Investors for the 386,638 and 4,935 shares, respectively, which
they hold 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:
<PAGE>
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 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. On
June 25, 1996, Metrocall purchased the Cash Purchase Shares pursuant to the
terms of the Shareholders Agreement.
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
<PAGE>
re 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
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.
<PAGE>
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 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
<PAGE>
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 "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
<PAGE>
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) 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 PARTNERS III, L.P.
Dated: July 2, 1996 By: /s/ John A. Genest
-------------------
Name: John A. Genest
Title: General Partner
<PAGE>
Exhibit Page
Exhibit 1 A+Stockholders' Option and Sale Agreement
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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).
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<PAGE>
