<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 4, 1999
REGISTRATION NO. 333-62211
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
AMENDMENT NO. 4
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
ARCH COMMUNICATIONS GROUP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 4812 31-1358569
(STATE OR OTHER (PRIMARY STANDARD INDUSTRIAL) (I.R.S. EMPLOYER
JURISDICTION OF CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
INCORPORATION OR
ORGANIZATION)
1800 WEST PARK DRIVE, SUITE 250
WESTBOROUGH, MASSACHUSETTS 01581
(508) 870-6700
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
C. EDWARD BAKER, JR.
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
ARCH COMMUNICATIONS GROUP, INC.
1800 WEST PARK DRIVE, SUITE 250
WESTBOROUGH, MASSACHUSETTS 01581
(508) 870-6700
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE
NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
COPIES TO:
EDWARD YOUNG, ESQ.
DAVID A. WESTENBERG, ESQ.
C/O HALE AND DORR LLP
60 STATE STREET
BOSTON, MASSACHUSETTS 02109
(617) 526-6000
---------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box: [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of earlier effective
registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration number of the effective registration statement for the same
offering. [_]
CALCULATION OF REGISTRATION FEE
<TABLE>
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<CAPTION>
PROPOSED
PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE TO BE OFFERING PRICE OFFERING REGISTRATION
REGISTERED(1) REGISTERED(1) PER UNIT PRICE(2) FEE
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<S> <C> <C> <C> <C>
Rights .................
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Common Stock, $.01 par
value..................
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Class B Common Stock,
$.01 par value.........
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Warrants................
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Total................... $377,000,000 $377,000,000 $111,215.00(3)
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</TABLE>
(1) The number of shares of each class of stock to be issued will be
determined as described in the Prospectus contained herein. In connection
with a plan of reorganization filed in accordance with the United States
Bankruptcy Code, the Registrant will grant to unsecured creditors of
MobileMedia Corporation, MobileMedia Communications, Inc. and certain
subsidiaries subscription rights ("Rights") to purchase shares of the
Registrant's Common Stock or (in certain circumstances) Class B Common
Stock and (in the case of certain purchasers) Warrants. Such creditors
will receive Rights for their allowed unsecured claims ("Unsecured
Claims"), at a distribution ratio to be determined in accordance with a
formula described in the Prospectus contained herein. Certain of such
creditors have agreed to subscribe for up to specified numbers of Shares
in the event such number of Shares remain unsubscribed after the
expiration of the subscription period. This Registration Statement also
covers re-sales of such Rights. It is intended that resales of the Common
Stock, Class B Common Stock and Warrants and the Common Stock underlying
the Warrants, and issuances of Common Stock pursuant to exercises of
Warrants, will be made pursuant to one or more separate registration
statements.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o) under the Securities Act of 1933, as amended.
Regardless of the number of securities of each class to be issued, the
aggregate consideration to be received by the Registrant for all such
securities will consist of (i) discharge of an indeterminate portion of
$480,000,000 of Unsecured Claims having a maximum value, for the purpose
of calculating the registration fee pursuant to Rule 457(f)(2), of
$160,000,000, (ii) $217,000,000 in cash, representing the aggregate
exercise price of the Rights.
(3) A filing fee of $32,000.00, calculated on the basis of the $480,000,000 of
discharged Unsecured Claims referred to in note (3) above, was previously
paid in connection with the filing of the Registrant's preliminary proxy
materials on August 20, 1998 pursuant to Rule 14(a)-6(i) under the
Securities Exchange Act of 1934, as amended. Accordingly, a net fee of
$79,215.00 has been paid.
---------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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<PAGE>
This amendment is being filed for the sole purpose of amending Exhibit 8.1,
as previously filed with the Commission on December 17, 1998, at the request
of the Staff of the Commission.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Arch's Restated Certificate of Incorporation provides that Arch will, to the
fullest extent permitted by the Delaware General Corporation Law (the "DGCL"),
indemnify all persons whom it has the power to indemnify against all costs,
expenses and liabilities incurred by them by reason of having been officers or
directors of Arch, any subsidiary of Arch or any other corporation for which
such persons acted as an officer or director at the request of Arch.
Arch's Restated Certificate of Incorporation also provides that the
directors of Arch will not be personally liable for monetary damages to Arch
or its stockholders for any act or omission, provided that the foregoing shall
not eliminate or limit the liability of a director (i) for any breach of the
director's duty of loyalty to Arch or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the DGCL (relating to
illegal dividends or stock redemptions) or (iv) for any transaction from which
the director derived an improper personal benefit. If the DGCL is amended to
permit further elimination or limitation of the personal liability of
directors, then the liability of a director of Arch shall be eliminated or
limited to the fullest extent permitted by the DGCL as so amended.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(A) EXHIBITS
<TABLE>
<C> <S>
2.1 Agreement and Plan of Merger, dated as of August 18, 1998, by and
among Arch Communications Group, Inc., Farm Team Corp., MobileMedia
Corporation and MobileMedia Communications, Inc.,
2.2 First Amendment to Agreement and Plan of Merger, dated as of
September 3, 1998, by and among Arch Communications Group, Inc., Farm
Team Corp. and MobileMedia Communications, Inc.
2.3 Second Amendment to Agreement and Plan of Merger, dated as of
December 1, 1998, by and among Arch Communications Group, Inc., Farm
Team Corp. and MobileMedia Communications, Inc.
3.1 Restated Certificate of Incorporation. (1)
3.2 Certificate of Designations establishing the Series B Junior
Participating Preferred Stock. (2)
3.3 Certificate of Correction, filed with the Secretary of State of
Delaware on February 15, 1996. (1)
3.4 Certificate of Designations establishing the Series C Convertible
Preferred Stock. (3)
3.5 Form of Certificate of Amendment to the Restated Certificate of
Incorporation
3.6 Form of Certificate of Amendment to the Restated Certificate of
Incorporation
3.7 By-laws, as amended. (1)
4.1 Indenture, dated February 1, 1994, between Arch Communications, Inc.
(formerly known as USA Mobile Communications, Inc. II) and United
States Trust Company of New York, as Trustee, relating to the 9 1/2%
Senior Notes due 2004 of Arch Communications, Inc.(4)
4.2 Indenture, dated December 15, 1994, between Arch Communications, Inc.
(formerly known as USA Mobile Communications, Inc. II) and United
States Trust Company of New York, as Trustee, relating to the 14%
Senior Notes due 2004 of Arch Communications, Inc. (5)
4.3 Indenture, dated June 29, 1998, between Arch Communications, Inc. and
U.S. Bank Trust National Association, as Trustee, relating to the 12
3/4% Senior Notes due 2007 of Arch Communications, Inc. (3)
5.1 Opinion of Hale and Dorr LLP
8.1** Tax opinion of Hale and Dorr LLP
10.1 Second Amended and Restated Credit Agreement (Tranche A and Tranche C
Facilities), dated June 29, 1998, among Arch Paging, Inc., the
Lenders party thereto, The Bank of New York, Royal Bank of Canada and
Toronto Dominion (Texas), Inc. (3)
10.2 Second Amended and Restated Credit Agreement (Tranche B Facility),
dated June 29, 1998, among Arch Paging, Inc., the Lenders party
thereto. The Bank of New York, Royal Bank of Canada and Toronto
Dominion (Texas), Inc. (3)
10.3 Asset Purchase and Sale Agreement, dated April 10, 1998, among
OmniAmerica, Inc. and certain subsidiaries of Arch Communications
Group, Inc. (3)
</TABLE>
II-1
<PAGE>
<TABLE>
<C> <S>
10.4 Letter agreement, dated June 10, 1998, between Arch Communications
Group, Inc. and Motorola, Inc. (3)(6)
10.5 Debtors' Third Amended Joint Plan of Reorganization, dated as of
September 3, 1998, included as Annex C to the Prospectus which is a
part of this Registration Statement.
10.6 Commitment Letters to Purchase Stock and Warrants, dated as of August
18, 1998, by and among Arch Communications Group, Inc., MobileMedia
Communications Inc. and W. R. Huff Asset Management Co., L.L.C., The
Northwestern Mutual Life Insurance Company, Northwestern Mutual
Series Fund, Inc., Credit Suisse First Boston Corporation and
Whippoorwill Associates, Inc.
10.7 Amendments to Commitment Letters to Purchase Stock and Warrants,
dated as of September 3, 1998, by and among Arch Communications
Group, Inc., MobileMedia Communications Inc. and W.R. Huff Asset
Management Co., L.L.C., The Northwestern Mutual Life Insurance
Company, Northwestern Mutual Series Fund, Inc., Credit Suisse First
Boston Corporation and Whippoorwill Associates, Inc.
10.8 Amendments to Commitment Letters to Purchase Stock and Warrants,
dated as of December 1, 1998, by and among Arch Communications Group,
Inc., MobileMedia Communications Inc. and W.R. Huff Asset Management
Co., L.L.C., The Northwestern Mutual Life Insurance Company,
Northwestern Mutual Series Fund, Inc., Credit Suisse First Boston
Corporation and Whippoorwill Associates, Inc.
10.9 Form of Registration Rights Agreement among Arch Communications
Group, Inc. and W. R. Huff Asset Management Co., L.L.C., The
Northwestern Mutual Life Insurance Company, Northwestern Mutual
Series Fund, Inc., Credit Suisse First Boston Corporation and
Whippoorwill Associates, Inc.
10.11 Amendment No. 1 to Rights Agreement, dated June 29, 1998, between
Arch Communications Group, Inc. and the Bank of New York. (3)
10.12 Amendment No. 2 to Rights Agreement, dated as of August 18, 1998,
amending the Rights Agreement between Arch Communications Group, Inc.
and the Bank of New York.
10.13 Amendment No. 3 to Rights Agreement, dated September 3, 1998,
amending the Rights Agreement between Arch Communications Group, Inc.
and the Bank of New York.
10.14 Disclosure Statement to Debtors' Third Amended Joint Plan of
Reorganization, dated December 3, 1998 included as Annex A to the
Prospectus which is a part of this Registration Statement.
10.15 Form of Warrant Agreement, between Arch Communications Group, Inc.
and the Bank of New York, as provided for in the First Amendment to
Agreement and Plan of Merger dated as of September 3, 1998, by and
among Arch Communications Group, Inc, Farm Team Corp. and MobileMedia
Communication Inc.
10.16 Commitment Letter, dated as of August 18, 1998, by and among Arch
Paging, Inc. and The Bank of New York, BNY Capital Markets, Inc.,
Toronto Dominion (Texas) Inc., TD Securities (USA) Inc., Royal Bank
of Canada and Barclays Bank PLC amending the Second and Amended
Restated Credit Agreements, dated June 29, 1998 (Tranche A, B and C
Facilities).
10.17 Bridge Commitment Letter, dated as of August 20, 1998, among Arch
Communications, Inc., Arch Communications Group, Inc. and The Bear
Stearns Companies, Inc., The Bank of New York, TD Securities (USA)
Inc. and the Royal Bank of Canada.
10.18 Amendment No. 1 to Registration Rights Agreement, dated August 19,
1998, amending the Registration Rights Agreement dated as of June 29,
1998 by and among Arch Communications Group, Inc. and the Sandler
Capital Partners IV, LP, Sandler Capital Partners IV, FTE LP, South
Fork Partners, The Georgica International Fund Limited, Aspen
Partners and Consolidated Press International Limited.
+10.19 Amended and Restated Stock Option Plan (8)
+10.20 Non-Employee Directors' Stock Option Plan (9)
+10.21 1989 Stock Option Plan, as amended (1)
+10.22 1995 Outside Directors' Stock Option Plan (10)
+10.23 1996 Employee Stock Purchase Plan (11)
+10.24 1997 Stock Option Plan (12)
+10.25 Deferred Compensation Plan for Nonemployee Directors (13)
+10.26 Form of Executive Retention Agreement by and between Messrs. Baker,
Daniels, Kuzia, Pottle and Saynor (13)
10.27 Stock Purchase Agreement, dated June 29, 1998, among Arch
Communications Group, Inc., Sandler Capital Partners IV, L.P.,
Sandler Capital Partners IV FTE, L.P., Harvey Sandler, John
Kornreich, Michael J. Marocco, Andrew Sandler, South Fork Partners,
the Georgica International Fund Limited, Aspen Partners and
Consolidated Press International Limited (3)
</TABLE>
II-2
<PAGE>
<TABLE>
<C> <S>
10.28 Registration Rights Agreement, dated June 29, 1998, among Arch
Communications Group, Inc., Sandler Capital Partners IV, L.P., Sandler
Capital Partners IV FTE, L.P., Harvey Sandler, John Kornreich, Michael
J. Marocco, Andrew Sandler, South Fork Partners, The Georgica
International Fund Limited, Aspen Partners and Consolidated Press
International Limited (3)
10.29 Exchange Agreement, dated June 29, 1998, between Adelphia
Communications Corporation and Benbow PCS Ventures, Inc. (3)
10.30 Promissory Note, dated June 29, 1998, in the Principal amount of
$285,015, issued by Benbow PCS Ventures, Inc. to Lisa-Gaye Shearing
(3)
10.31 Guaranty, dated June 29, 1998, given by Arch Communications Group,
Inc. to Adelphia Communications Corporation (3)
10.32 Guaranty, dated June 29, 1998, given by Arch Communications Group,
Inc. to Lisa-Gaye Shearing (3)
10.33 Registration Rights Agreement, dated June 29, 1998, among Arch
Communications Group, Inc., Adelphia Communications Corporation and
Lisa-Gaye Shearing (3)
21.1 Subsidiaries of the Registrant
23.1 Consent of Hale and Dorr LLP (contained in its opinion filed as
Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP
23.3 Consent of Ernst & Young LLP
23.4 Consent of Wilkinson, Barker, Knauer & Quinn, LLP
23.5 Consent of Wiley, Rein & Fielding
24.1 Power of Attorney (included on signature page to this Registration
Statement)
27.1 Financial Data Schedule (7)
99.1 Form of Subscription Certificate and related documents
</TABLE>
--------
* To be filed by amendment.
** Filed herewith.
+ Identifies exhibits constituting a management contract or compensation
plan.
(1) Incorporated by reference from the Registration Statement on Form S-3
(File No. 333-542) of Arch Communications Group, Inc.
(2) Incorporated by reference from the Current Report on Form 8-K of Arch
Communications Group, Inc. dated October 13, 1995 and filed on October
24, 1995.
(3) Incorporated by reference from the Current Report on Form 8-K of Arch
Communications Group, Inc. dated June 26, 1998 and filed on July 23,
1998.
(4) Incorporated by reference from the Registration Statement on Form S-1
(File No. 33-72646) of Arch Communications, Inc.
(5) Incorporated by reference from the Registration Statement on Form S-1
(File No. 33-85580) of Arch Communications, Inc.
(6) A Confidential Treatment Request has been filed with respect to
portions of this exhibit so incorporated by reference.
(7) Incorporated by reference from the Quarterly Report on Form 10-Q of
Arch Communications Group, Inc. for the quarter ended June 30, 1998.
(8) Incorporated by reference from the Annual Report on Form 10-K of Arch
Communications Group. Inc. (then known as USA Mobile Communications
Inc. II) for the fiscal year ended December 31, 1994.
(9) Incorporated by reference from the Registration Statement on Form S-4
(File No. 33-83648) of Arch (then known as USA Mobile Communications
Inc. II).
(10) Incorporated by reference from the Registration Statement on Form S-3
(File No. 33-87474) of Arch Communications Group, Inc.
(11) Incorporated by reference from the Annual Report on Form 10-K of Arch
Communications Group, Inc. for the fiscal year ended December 31,
1995.
(12) Incorporated by reference from the Annual Report on Form 10-K of Arch
Communications Group, Inc. for the fiscal year ended December 31,
1996.
(13) Incorporated by reference from the Annual Report on Form 10-K of Arch
Communications Group, Inc. for the fiscal year ended December 31,
1997.
ITEM 22. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
II-3
<PAGE>
(i) To include any prospectus required by Section 10(a)(3) of the Act;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end
of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than 20% change
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the Exchange
Act that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.
(4) If the registration is a foreign private issuer, to file a post-
effective amendment to the registration statement to include any financial
statements required by Rule 3-19 of this chapter at the start of any delayed
offering or throughout a continuous offering. Financial statements and
information otherwise required by Section 10(a)(3) of the Securities Act need
not be furnished, provided, that the registrant includes in the prospectus, by
means of a post-effective amendment, financial statements required pursuant to
this paragraph (a)(4) and other information necessary to ensure that all other
information in the prospectus is at least as current as the date of those
financial statements. Notwithstanding the foregoing, with respect to
registration statements on Form F-3, a post-effective amendment need not be
filed to include financial statements and information required by Section
10(a)(3) of the Securities Act or Rule 3-19 of this chapter if such financial
statements and information are contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in the
Form F-3.
(b) The undersigned registrant hereby undertakes as follows: that prior to
any public reoffering of the securities registered hereunder through use of a
prospectus which is a part of this registration statement, by any person or
party who is deemed to be an underwriter within the meaning of Rule 145(c),
the issuer undertakes that such offering prospectus will contain the
information called for by the applicable registration form with respect to
reofferings by persons who may be deemed underwriters, in addition to the
information called for by the other items of the applicable form.
(c) The registrant undertakes that every prospectus: (1) that is filed
pursuant to paragraph (1) immediately preceding, or (ii) that purports to meet
the requirements of Section 10(a)(3) of the Act and is used in connection with
an offering of securities subject to Rule 415, will be filed as a part of an
amendment to this registration statement and will not be used until such
amendment is effective, and that, for purposes of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(d) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
II-4
<PAGE>
(e) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of a registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
(f) The registrant hereby undertakes to respond to requests for information
that is incorporated by reference into the prospectus pursuant to Items 4,
10(b), 11, or 13 of this Form, within one business day of receipt of such
request, and to send the incorporated documents by first class mail or other
equally prompt means. This includes information contained in documents filed
subsequent to the effective date of this Registration Statement through the
date of responding to the request.
(g) The registrant hereby undertakes to supply by means of a post-effective
amendment all information concerning a transaction, and the company being
acquired involved therein, that was not the subject of and included in the
Registration Statement when it became effective.
II-5
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THE REGISTRANT HAS DULY
CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF WESTBOROUGH,
COMMONWEALTH OF MASSACHUSETTS ON JANUARY 4, 1999.
Arch Communications, Inc.
/s/ C. Edward Baker, Jr.
By: _________________________________
C. EDWARD BAKER, JR.CHAIRMAN OF
THE BOARD AND CHIEF EXECUTIVE
OFFICER
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<S> <C>
SIGNATURE TITLE
DATE
/s/ C. Edward Baker, Jr. Chairman of the Board and January 4,
- ------------------------- Chief Executive Officer 1999
C. EDWARD BAKER, JR. Director (principal executive officer)
/s/ J. Roy Pottle Executive Vice President and January 4,
- ------------------------- Chief Financial Officer 1999
J. ROY POTTLE (principal financial officer and
principal accounting officer)
*/s/ R. Schorr Berman Director January 4,
- ------------------------- 1999
R. SCHORR BERMAN
*/s/ James S. Hughes Director January 4,
- ------------------------- 1999
JAMES S. HUGHES
*/s/ John Kornreich Director January 4,
- ------------------------- 1999
JOHN KORNREICH
*/s/ Allan L. Rayfield Director January 4,
- ------------------------- 1999
ALLAN L. RAYFIELD
*/s/ John B. Saynor Director January 4,
- ------------------------- 1999
JOHN B. SAYNOR
*/s/ John A. Shane Director January 4,
- ------------------------- 1999
JOHN A. SHANE
*/s/ Gerald J. Cimmino
- -------------------------
GERALD J. CIMMINO
ATTORNEY-IN-FACT
</TABLE>
II-6
<PAGE>
EXHIBIT INDEX
(A) EXHIBITS
<TABLE>
<C> <S>
2.1 Agreement and Plan of Merger, dated as of August 18, 1998, by and
among Arch Communications Group, Inc., Farm Team Corp., MobileMedia
Corporation and MobileMedia Communications, Inc.,
2.2 First Amendment to Agreement and Plan of Merger, dated as of
September 3, 1998, by and among Arch Communications Group, Inc., Farm
Team Corp. and MobileMedia Communications, Inc.
2.3 Second Amendment to Agreement and Plan of Merger, dated as of
December 1, 1998, by and among Arch Communications Group, Inc., Farm
Team Corp. and MobileMedia Communications, Inc.
3.1 Restated Certificate of Incorporation. (1)
3.2 Certificate of Designations establishing the Series B Junior
Participating Preferred Stock. (2)
3.3 Certificate of Correction, filed with the Secretary of State of
Delaware on February 15, 1996. (1)
3.4 Certificate of Designations establishing the Series C Convertible
Preferred Stock. (3)
3.5 Form of Certificate of Amendment to the Restated Certificate of
Incorporation
3.6 Form of Certificate of Amendment to the Restated Certificate of
Incorporation
3.7 By-laws, as amended. (1)
4.1 Indenture, dated February 1, 1994, between Arch Communications, Inc.
(formerly known as USA Mobile Communications, Inc. II) and United
States Trust Company of New York, as Trustee, relating to the 9 1/2%
Senior Notes due 2004 of Arch Communications, Inc.(4)
4.2 Indenture, dated December 15, 1994, between Arch Communications, Inc.
(formerly known as USA Mobile Communications, Inc. II) and United
States Trust Company of New York, as Trustee, relating to the 14%
Senior Notes due 2004 of Arch Communications, Inc. (5)
4.3 Indenture, dated June 29, 1998, between Arch Communications, Inc. and
U.S. Bank Trust National Association, as Trustee, relating to the 12
3/4% Senior Notes due 2007 of Arch Communications, Inc. (3)
5.1 Opinion of Hale and Dorr LLP
8.1** Tax opinion of Hale and Dorr LLP
10.1 Second Amended and Restated Credit Agreement (Tranche A and Tranche C
Facilities), dated June 29, 1998, among Arch Paging, Inc., the
Lenders party thereto, The Bank of New York, Royal Bank of Canada and
Toronto Dominion (Texas), Inc. (3)
10.2 Second Amended and Restated Credit Agreement (Tranche B Facility),
dated June 29, 1998, among Arch Paging, Inc., the Lenders party
thereto. The Bank of New York, Royal Bank of Canada and Toronto
Dominion (Texas), Inc. (3)
10.3 Asset Purchase and Sale Agreement, dated April 10, 1998, among
OmniAmerica, Inc. and certain subsidiaries of Arch Communications
Group, Inc. (3)
10.4 Letter agreement, dated June 10, 1998, between Arch Communications
Group, Inc. and Motorola, Inc. (3)(6)
10.5 Debtors' Third Amended Joint Plan of Reorganization, dated as of
September 3, 1998, included as Annex C to the Prospectus which is a
part of this Registration Statement.
10.6 Commitment Letters to Purchase Stock and Warrants, dated as of August
18, 1998, by and among Arch Communications Group, Inc., MobileMedia
Communications Inc. and W. R. Huff Asset Management Co., L.L.C., The
Northwestern Mutual Life Insurance Company, Northwestern Mutual
Series Fund, Inc., Credit Suisse First Boston Corporation and
Whippoorwill Associates, Inc.
10.7 Amendments to Commitment Letters to Purchase Stock and Warrants,
dated as of September 3, 1998, by and among Arch Communications
Group, Inc., MobileMedia Communications Inc. and W.R. Huff Asset
Management Co., L.L.C., The Northwestern Mutual Life Insurance
Company, Northwestern Mutual Series Fund, Inc., Credit Suisse First
Boston Corporation and Whippoorwill Associates, Inc.
10.8 Amendments to Commitment Letters to Purchase Stock and Warrants,
dated as of December 1, 1998, by and among Arch Communications Group,
Inc., MobileMedia Communications Inc. and W.R. Huff Asset Management
Co., L.L.C., The Northwestern Mutual Life Insurance Company,
Northwestern Mutual Series Fund, Inc., Credit Suisse First Boston
Corporation and Whippoorwill Associates, Inc.
10.9 Form of Registration Rights Agreement among Arch Communications
Group, Inc. and W. R. Huff Asset Management Co., L.L.C., The
Northwestern Mutual Life Insurance Company, Northwestern Mutual
Series Fund, Inc., Credit Suisse First Boston Corporation and
Whippoorwill Associates, Inc.
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10.10 Form of Registration Rights Agreement among Arch Communications
Group, Inc. and certain Stockholders.
10.11 Amendment No. 1 to Rights Agreement, dated June 29, 1998, between
Arch Communications Group, Inc. and the Bank of New York. (3)
10.12 Amendment No. 2 to Rights Agreement, dated as of August 18, 1998,
amending the Rights Agreement between Arch Communications Group, Inc.
and the Bank of New York.
10.13 Amendment No. 3 to Rights Agreement, dated September 3, 1998,
amending the Rights Agreement between Arch Communications Group, Inc.
and the Bank of New York.
10.14 Disclosure Statement to Debtors' Third Amended Joint Plan of
Reorganization, dated December 3, 1998 included as Annex A to the
Prospectus which is a part of this Registration Statement.
10.15 Form of Warrant Agreement, between Arch Communications Group, Inc.
and the Bank of New York, as provided for in the First Amendment to
Agreement and Plan of Merger dated as of September 3, 1998, by and
among Arch Communications Group, Inc, Farm Team Corp. and MobileMedia
Communication Inc.
10.16 Commitment Letter, dated as of August 18, 1998, by and among Arch
Paging, Inc. and The Bank of New York, BNY Capital Markets, Inc.,
Toronto Dominion (Texas) Inc., TD Securities (USA) Inc., Royal Bank
of Canada and Barclays Bank PLC amending the Second and Amended
Restated Credit Agreements, dated June 29, 1998 (Tranche A, B and C
Facilities).
10.17 Bridge Commitment Letter, dated as of August 20, 1998, among Arch
Communications, Inc., Arch Communications Group, Inc. and The Bear
Stearns Companies, Inc., The Bank of New York, TD Securities (USA)
Inc. and the Royal Bank of Canada.
10.18 Amendment No. 1 to Registration Rights Agreement, dated August 19,
1998, amending the Registration Rights Agreement dated as of June 29,
1998 by and among Arch Communications Group, Inc. and the Sandler
Capital Partners IV, LP, Sandler Capital Partners IV, FTE LP, South
Fork Partners, The Georgica International Fund Limited, Aspen
Partners and Consolidated Press International Limited.
+10.19 Amended and Restated Stock Option Plan (8)
+10.20 Non-Employee Directors' Stock Option Plan (9)
+10.21 1989 Stock Option Plan, as amended (1)
+10.22 1995 Outside Directors' Stock Option Plan (10)
+10.23 1996 Employee Stock Purchase Plan (11)
+10.24 1997 Stock Option Plan (12)
+10.25 Deferred Compensation Plan for Nonemployee Directors (13)
+10.26 Form of Executive Retention Agreement by and between Messrs. Baker,
Daniels, Kuzia, Pottle and Saynor (13)
10.27 Stock Purchase Agreement, dated June 29, 1998, among Arch
Communications Group, Inc., Sandler Capital Partners IV, L.P.,
Sandler Capital Partners IV FTE, L.P., Harvey Sandler, John
Kornreich, Michael J. Marocco, Andrew Sandler, South Fork Partners,
the Georgica International Fund Limited, Aspen Partners and
Consolidated Press International Limited (3)
10.28 Registration Rights Agreement, dated June 29, 1998, among Arch
Communications Group, Inc., Sandler Capital Partners IV, L.P.,
Sandler Capital Partners IV FTE, L.P., Harvey Sandler, John
Kornreich, Michael J. Marocco, Andrew Sandler, South Fork Partners,
The Georgica International Fund Limited, Aspen Partners and
Consolidated Press International Limited (3)
10.29 Exchange Agreement, dated June 29, 1998, between Adelphia
Communications Corporation and Benbow PCS Ventures, Inc. (3)
10.30 Promissory Note, dated June 29, 1998, in the Principal amount of
$285,015, issued by Benbow PCS Ventures, Inc. to Lisa-Gaye Shearing
(3)
10.31 Guaranty, dated June 29, 1998, given by Arch Communications Group,
Inc. to Adelphia Communications Corporation (3)
10.32 Guaranty, dated June 29, 1998, given by Arch Communications Group,
Inc. to Lisa-Gaye Shearing (3)
10.33 Registration Rights Agreement, dated June 29, 1998, among Arch
Communications Group, Inc., Adelphia Communications Corporation and
Lisa-Gaye Shearing (3)
21.1 Subsidiaries of the Registrant
23.1 Consent of Hale and Dorr LLP (contained in its opinion filed as
Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP
23.3 Consent of Ernst & Young LLP
23.4 Consent of Wilkinson, Barker, Knauer & Quinn, LLP
23.5 Consent of Wiley, Rein & Fielding
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24.1 Power of Attorney (included on signature page to this Registration
Statement)
27.1 Financial Data Schedule (7)
99.1** Form of Subscription Certificate and related documents
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* To be filed by amendment.
** Filed herewith.
+ Identifies exhibits constituting a management contract or compensation
plan.
(1) Incorporated by reference from the Registration Statement on Form S-3
(File No. 333-542) of Arch Communications Group, Inc.
(2) Incorporated by reference from the Current Report on Form 8-K of Arch
Communications Group, Inc. dated October 13, 1995 and filed on October
24, 1995.
(3) Incorporated by reference from the Current Report on Form 8-K of Arch
Communications Group, Inc. dated June 26, 1998 and filed on July 23,
1998.
(4) Incorporated by reference from the Registration Statement on Form S-1
(File No. 33-72646) of Arch Communications, Inc.
(5) Incorporated by reference from the Registration Statement on Form S-1
(File No. 33-85580) of Arch Communications, Inc.
(6) A Confidential Treatment Request has been filed with respect to
portions of this exhibit so incorporated by reference.
(7) Incorporated by reference from the Quarterly Report on Form 10-Q of
Arch Communications Group, Inc. for the quarter ended June 30, 1998.
(8) Incorporated by reference from the Annual Report on Form 10-K of Arch
Communications Group. Inc. (then known as USA Mobile Communications
Inc. II) for the fiscal year ended December 31, 1994.
(9) Incorporated by reference from the Registration Statement on Form S-4
(File No. 33-83648) of Arch (then known as USA Mobile Communications
Inc. II).
(10) Incorporated by reference from the Registration Statement on Form S-3
(File No. 33-87474) of Arch Communications Group, Inc.
(11) Incorporated by reference from the Annual Report on Form 10-K of Arch
Communications Group, Inc. for the fiscal year ended December 31,
1995.
(12) Incorporated by reference from the Annual Report on Form 10-K of Arch
Communications Group, Inc. for the fiscal year ended December 31,
1996.
(13) Incorporated by reference from the Annual Report on Form 10-K of Arch
Communications Group, Inc. for the fiscal year ended December 31,
1997.
<PAGE>
EXHIBIT 8.1
HALE AND DORR LLP
Counsellors at Law
60 State Street, Boston, Massachusetts 02109
617-526-6000 * Fax 617-526-5000
January 4, 1999
Arch Communications Group, Inc.
1800 West Park Drive, Suite 250
Westborough, Massachusetts 01581
Re: Registration Statement on Form S-4 and Prospectus of Arch
Communications Group, Inc.
Ladies and Gentlemen:
We are counsel to Arch Communications Group, Inc., a Delaware corporation
("Arch"), and have acted as such in connection with the filing of a
Registration Statement on Form S-4 (File No. 333-62211) (the "Registration
Statement") under the Securities Act of 1933, as amended, which includes the
Prospectus relating to an offering of transferable stock purchase rights in
connection with other transactions contemplated by the Agreement and Plan of
Merger dated as of August 18, 1998, as amended as of September 3, 1998 and as
of December 1, 1998 (the "Merger Agreement"), by and among Arch, Farm Team
Corp., a Delaware corporation and wholly owned subsidiary of Arch, MobileMedia
Corporation, a Delaware corporation ("Parent") which is currently operating as
a debtor-in-possession under Chapter 11 of the United States Bankruptcy Code
("Chapter 11"), and MobileMedia Communications, Inc., a Delaware corporation
and wholly owned subsidiary of Parent which is also currently operating as a
debtor-in-possession under Chapter 11 ("MMC" and, together with its
subsidiaries, "MobileMedia"); and a related Third Amended Joint Plan of
Reorganization of Parent and MobileMedia under Chapter 11 dated as of December
1, 1998 (the "Amended Plan"). Pursuant to the Merger Agreement, MMC will merge
with and into Farm Team (the "Merger"). Except as otherwise provided,
capitalized terms not defined herein have the meanings set forth in the
Registration Statement. All sections references, unless otherwise indicated,
are to the United States Internal Revenue Code of 1986, as amended (the "Tax
Code").
We have examined the Registration Statement, the Merger Agreement and the
exhibits thereto, the Amended Plan and the exhibits thereto, and such other
documents as we considered relevant to our analysis. In our examination of
documents, we have assumed the authenticity of original documents, the
accuracy of copies, the genuineness of signatures, and the legal capacity of
signatories.
The conclusions expressed herein represent our judgment as to the proper
treatment of certain aspects of the Merger under the income tax laws of the
United States based upon the Tax Code, Treasury Regulations, case law, and
rulings and other pronouncements of the Internal Revenue Service (the "IRS")
as in effect on the date of this opinion. No assurances can be given that such
laws will not be amended or otherwise changed prior to the Effective Time, or
at any other time, or that such changes will not affect the conclusions
expressed herein. Nevertheless, we undertake no responsibility to advise you
of any developments after the date hereof in the application or interpretation
of the income tax laws of the United States.
Our opinion represents our best judgment of how a court would decide if
presented with the issues addressed herein and is not binding upon either the
IRS or any court. Thus no assurances can be given that a position taken in
reliance on our opinion will not be challenged by the IRS or rejected by a
court.
This opinion addresses only the specific United States federal income tax
consequences of the Merger set forth below, and does not address any other
federal, state, local, or foreign income, estate, gift, transfer, sales, use,
or other tax consequences that may result from the Merger, or any other
transaction (including any transaction undertaken in connection with the
Merger).
Based upon and subject to the foregoing, and subject to the qualifications
and limitations stated herein, we are of the opinion that no gain or loss will
be recognized by Arch as a result of the Merger.
