<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 24, 2000
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
FILED BY THE REGISTRANT [X] FILED BY A PARTY OTHER THAN THE REGISTRANT [ ]
- --------------------------------------------------------------------------------
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
Arch Communications Group, Inc.
(Name of Registrant as Specified In Its Charter)
Arch Communications Group, Inc.
(Name of Person(s) Filing Proxy Statement)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
- --------------------------------------------------------------------------------
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ARCH COMMUNICATIONS GROUP, INC.
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 3, 2000
NOTICE IS HEREBY GIVEN that a special meeting of stockholders of Arch
Communications Group, Inc., a Delaware corporation, will be held on Monday,
April 3, 2000, at 11:00 a.m. (local time) at Hale and Dorr LLP, 26th Floor, 60
State Street, Boston, Massachusetts 02109, for the purpose of considering and
voting upon a proposal to increase the number of authorized shares of common
stock from 65,000,000 to 150,000,000 shares.
The board of directors has no knowledge of any other business to be
transacted at the special meeting or at any adjournments thereof.
The board of directors has fixed the close of business on Friday, March 10,
2000 as the record date for the determination of stockholders entitled to notice
of and to vote at the special meeting and at any adjournments thereof. The list
of Arch's stockholders entitled to vote at the special meeting will be available
for examination by any stockholder, for any purpose germane to the special
meeting, during ordinary business hours for ten days prior to the special
meeting at the principal executive offices of Arch, 1800 West Park Drive, Suite
250, Westborough, Massachusetts 01581, and at the place of the special meeting.
By order of the Board of Directors,
PATRICIA A. GRAY, Secretary
March 24, 2000
Westborough, Massachusetts
WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, PLEASE PROMPTLY COMPLETE,
DATE, SIGN AND RETURN THE ENCLOSED PROXY IN THE ACCOMPANYING ENVELOPE. NO
POSTAGE NEED BE AFFIXED IF THE PROXY IS MAILED IN THE UNITED STATES.
<PAGE> 3
ARCH COMMUNICATIONS GROUP, INC.
1800 WEST PARK DRIVE, SUITE 250
WESTBOROUGH, MASSACHUSETTS 01581
PROXY STATEMENT
SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 3, 2000
THIS PROXY STATEMENT IS FURNISHED IN CONNECTION WITH THE SOLICITATION OF
PROXIES BY ARCH'S BOARD OF DIRECTORS FOR USE AT A SPECIAL MEETING OF
STOCKHOLDERS TO BE HELD ON MONDAY, APRIL 3, 2000, AT 11:00 A.M. (LOCAL TIME) AT
HALE AND DORR LLP, 26TH FLOOR, 60 STATE STREET, BOSTON, MASSACHUSETTS 02109, AND
AT ANY ADJOURNMENTS THEREOF.
All proxies will be voted in accordance with the instructions of the
stockholder. If no choice is specified, the proxies will be voted in favor of
the matter set forth in the accompanying notice of special meeting. Any proxy
may be revoked by a stockholder at any time before its exercise by delivery of a
written revocation to the secretary of Arch. Attendance at the special meeting
will not itself be deemed to revoke a proxy unless the stockholder affirmatively
revokes the proxy.
On March 10, 2000, the record date for determination of stockholders
entitled to notice of and to vote at the special meeting, there were issued and
outstanding and entitled to vote 60,412,237 shares of common stock, 2,712,397
shares of Class B common stock and 250,000 shares of Series C preferred stock of
Arch. Each share of common stock entitles the record holder thereof to one vote,
each share of Class B common stock entitles the record holder thereof to 1/100th
of a vote and each share of Series C preferred stock entitles the record holder
thereof to 6.8804 votes at the special meeting.
THE NOTICE OF SPECIAL MEETING, THIS PROXY STATEMENT AND THE ENCLOSED PROXY
ARE BEING MAILED TO STOCKHOLDERS ON OR ABOUT MARCH 24, 2000. ARCH WILL, UPON
WRITTEN REQUEST OF ANY STOCKHOLDER, FURNISH WITHOUT CHARGE A COPY OF ITS ANNUAL
REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1999, AS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION, WITHOUT EXHIBITS. PLEASE ADDRESS ALL SUCH
REQUESTS TO ARCH, 1800 WEST PARK DRIVE, SUITE 250, WESTBOROUGH, MASSACHUSETTS
01581, ATTENTION: INVESTOR RELATIONS. EXHIBITS WILL BE PROVIDED UPON WRITTEN
REQUEST AND PAYMENT OF AN APPROPRIATE PROCESSING FEE.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information with respect to the
beneficial ownership of shares of common stock as of March 10, 2000 by (i) each
person known by Arch to own beneficially more than 5% of the outstanding shares
of common stock, (ii) each current director of Arch, (iii) Arch's chief
executive officer and each other executive officer of Arch and (iv) all current
directors and executive officers of Arch as a group.
Because Class B common stock is not entitled to vote in the election of
directors and is entitled to only 1/100th of a vote on other matters, the voting
power of its holders is less than their percentages of beneficial ownership
shown in the table. Thus, the Class B stockholders identified in notes (6) and
(7) to the table would be entitled to cast a maximum of 17.1% of the votes in
the election of directors, assuming that they -- and only they -- exercised
outstanding options and warrants. This contrasts with the 20.3% of beneficial
ownership which is obtained by adding their individual beneficial ownership
percentages in the table.
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<TABLE>
<CAPTION>
SHARES SHARES UNDERLYING
OUTSTANDING AT OPTIONS AND WARRANTS TOTAL
MARCH 10, EXERCISABLE PRIOR TO BENEFICIALLY
NAME 2000 MAY 9, 2000 OWNED PERCENTAGE
- ---- -------------- -------------------- ------------ ----------
<S> <C> <C> <C> <C>
C. Edward Baker, Jr. ..................... 37,434 148,699 186,133 *
Lyndon R. Daniels......................... 4,000 27,916 31,916 *
John B. Saynor............................ 64,642 119,563 184,205 *
J. Roy Pottle............................. -- 12,000 12,000 *
Paul H. Kuzia............................. 1,320 19,160 20,480 *
R. Schorr Berman(1)....................... 655,671 1,140,198 1,795,869 2.7%
James S. Hughes........................... 40,196 76,392 116,588 *
John Kornreich(2)......................... 1,775,221 2,860,989 4,636,210 6.8%
Allan L. Rayfield......................... 334 3,576 3,910 *
John A. Shane(3).......................... 6,856 17,769 24,625 *
Edwin M. Banks(4)......................... 8,345,436 569,002 8,914,438 13.6%
H. Sean Mathis............................ -- 1,000 1,000 *
Sandler Capital Management(5)............. 1,694,686 2,722,110 4,416,796 6.5%
W.R. Huff Asset Management Co.,
L.L.C.(6)............................... 8,345,436 568,002 8,913,438 13.6%
Whippoorwill Associates, Inc.(7).......... 3,939,048 439,904 4,378,952 6.7%
Funds affiliated with Resurgence Asset
Management(8)........................... 9,164,097 -- 9,164,097 14.1%
Paul Tudor Jones II(9).................... 4,136,799 126,716 4,262,975 6.6%
Citigroup Inc.(10)........................ 6,097,031 -- 6,097,031 9.4%
Bay Harbour Management, L.C.(11).......... 4,405,201 -- 4,405,201 6.8%
State of Wisconsin Investment Board(12)... 602,776 3,125,556 3,728,332 5.5%
All current directors and executive
officers of Arch as a group (12
persons)................................ 10,931,110 4,996,264 15,927,374 22.8%
</TABLE>
- ---------------
* Less than 1%
(1) Includes 649,337 shares and 1,122,334 shares issuable upon exercise of
warrants held by Memorial Drive Trust, over which Mr. Berman may be deemed
to share voting and investment power as administrator and chief executive
officer of Memorial Drive Trust. Mr. Berman disclaims beneficial ownership
of such shares held by Memorial Drive Trust. This information is based on
the Schedule 13G filed by Memorial Drive Trust with the Securities and
Exchange Commission on February 14, 2000.
(2) Includes 1,694,686 shares and 2,722,110 shares issuable upon exercise of
warrants beneficially owned by Sandler Capital Management, over which Mr.
Kornreich may be deemed to have voting and investment power as managing
director, and 63,334 shares beneficially owned by two limited partnerships,
over which Mr. Kornreich may be deemed to have voting and investment power
as a general partner. Mr. Kornreich disclaims beneficial ownership of all
such shares.
(3) Includes 351 shares and 606 shares issuable upon exercise of warrants owned
by Palmer Service Corporation, over which Mr. Shane may be deemed to have
voting and investment power as president and sole stockholder of Palmer
Service Corporation, 159 shares issuable upon conversion of $8,000
principal amount of Arch's 6 3/4% convertible subordinated debentures due
2003 held by Palmer Service Corporation, and 418 shares issuable upon
conversion of Arch's 6 3/4% convertible subordinated debentures held by Mr.
Shane.
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(4) Includes 7,138,224 shares and 568,002 shares issuable upon exercise of
warrants W.R. Huff manages on behalf of various discretionary accounts and
1,207,212 shares held by The Huff Alternative Income Fund, L.P., an
affiliate of W.R. Huff. Mr. Banks is a portfolio manager of W.R. Huff. Mr.
Banks disclaims beneficial ownership of all such shares.
(5) Sandler has sole voting and investment power over 104,000 of such shares
and 171,116 of the shares issuable upon exercise of warrants and shared
voting and investment power over the remaining shares and warrants.
(6) Consists of 7,138,224 shares and 568,002 shares issuable upon exercise of
warrants W.R. Huff manages on behalf of various discretionary accounts and
1,207,212 shares held by The Huff Alternative Income Fund, L.P., an
affiliate of W.R. Huff. W.R. Huff disclaims beneficial ownership of these
shares.
(7) All of such shares are owned by various limited partnerships, a limited
liability company, a trust and third party accounts for which Whippoorwill
Associates, Inc. has discretionary authority and acts as general partner or
investment manager. This information is based on Amendment No. 2 to
Schedule 13D filed by Whippoorwill Associates, Inc. on February 29, 2000
and the Form 4 filed by Whippoorwill Associates, Inc. on March 10, 2000
with the Securities and Exchange Commission.
(8) Includes 3,431,350 shares held by Resurgence Asset Management, L.L.C.,
2,203,795 shares held by Resurgence Asset Management International L.L.C.,
3,093,097 shares held by Re/Enterprise Asset Management, L.L.C., 49,959
shares held by Kingstreet Ltd., 119,835 shares held by Resurgence Parallel
Fund, Inc., 35,560 shares held by M. D. Sass Associates, Inc. Employees
Profit Sharing Plan, 127,601 shares held by James B. Rubin, 44,227 shares
held by Devonshire Capital Partners, L.L.C., 58,838 shares held by J. B.
Rubin & Company Profit Sharing Plan, 1,829 shares held by Guadalupe G.
Rubin IRA and 2,006 shares held by James B. Rubin, IRA. Resurgence Asset
Management, L.L.C., Resurgence Asset Management International L.L.C. and
Re/Enterprise Asset Management, L.L.C. each disclaims beneficial ownership
of its shares. James B. Rubin shares voting and investment power in the
shares held by Resurgence Asset Management L.L.C., Resurgence Asset
Management International L.L.C. and Re/Enterprise Asset Management, L.L.C.
as chief investment officer and a manager of each of Resurgence Asset
Management, L.L.C., Resurgence Asset Management International, L.L.C. and
Re/Enterprise Asset Management, L.L.C. This information is based on
Amendment No. 1 to Schedule 13G filed by the funds affiliated with
Resurgence Asset Management with the Securities and Exchange Commission on
February 15, 2000.
(9) Includes 960,139 shares and 33,417 shares issuable upon exercise of
warrants held by Tudor BVI Futures, Ltd., 2,745,589 shares and 76,397
shares issuable upon exercise of warrants held by The Raptor Global
Portfolio Ltd., 10,650 shares held by The Alter Rock Fund, L.P., 204,346
shares and 8,181 shares issuable upon exercise of warrants held by The
Upper Mill Capital Appreciation Fund Ltd. and 216,075 shares and 8,181
shares issuable upon exercise of warrants held by Tudor Proprietary
Trading, L.L.C. Tudor Investment Corporation may be deemed to beneficially
own the shares held by Tudor BVI Futures, Ltd., The Raptor Global Portfolio
Ltd., The Alter Rock Fund, Ltd. and The Upper Mill Capital Appreciation
Fund Ltd. because Tudor Investment Corporation is the sole general partner
of The Alter Rock Fund L.P. and provides investment advisory services to
The Raptor Global Portfolio Ltd., Tudor BVI Futures, Ltd. and The Upper
Mill Capital Appreciation Fund Ltd. Mr. Jones may be deemed to beneficially
own the shares held by Tudor Investment Corporation and Tudor Proprietary
Trading, L.L.C. because he is the indirect controlling equity holder of
Tudor Proprietary Trading, L.L.C. and the controlling stockholder of Tudor
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Investment Corporation. This information is based on Amendment No. 1 to
Schedule 13G filed by Paul Tudor Jones, II and Tudor Investment Corporation
with the Securities and Exchange Commission on February 14, 2000.
(10) Includes 3,144,828 shares held by SSB Citi Fund Management LLC and
2,891,513 held by Salomon Smith Barney Inc. Citigroup Inc. may be deemed to
beneficially own all of these shares because Citigroup is the sole
shareholder of Salomon Smith Barney Holdings, Inc. Salomon Smith Barney
Holdings, Inc. is the sole shareholder of each of SSB Citi Fund Management
LLC and Salomon Brothers Holding Company Inc. Salomon Brothers Holding
Company Inc. is the sole shareholder of Salomon Smith Barney Inc. Citigroup
Inc. and Salomon Smith Barney Holdings Inc. each disclaim beneficial
ownership of all of these shares. This information is based on Amendment
No. 1 to Schedule 13G filed by Citigroup Inc. with the Securities and
Exchange Commission on February 8, 2000.
(11) This information is based on the Schedule 13G filed by Bay Harbour
Management, L.C. with the Securities and Exchange Commission on February
14, 2000.
(12) This information is based on the Schedule 13G filed by State of Wisconsin
Investment Board with the Securities and Exchange Commission on February 9,
2000.
Each person or entity listed in the table has an address c/o Arch except for:
- Sandler Capital Management, 767 Fifth Avenue, 45th Floor, New York, New
York 10153
- W.R. Huff Asset Management Co., L.L.C. 67 Park Place, Ninth Floor,
Morristown, NJ 07960
- Paul Tudor Jones II, c/o Tudor Investment Corporation, 600 Steamboat
Road, Greenwich, CT 06830
- Whippoorwill Associates, Inc. 11 Martine Avenue, White Plains, New York
10606
- Resurgence Asset Management L.L.C., 10 New King Street, 1st Floor, White
Plains, New York 10604
- Citigroup Inc., 153 East 53(rd) Street, New York, New York 10043
- State of Wisconsin Investment Board, P.O. Box 7842, Madison, Wisconsin
53707
- Bay Harbour Management, L.C., 777 South Harbour Island Boulevard, Suite
270, Tampa, Florida 33602
VOTE REQUIRED
The holders of a majority of the voting power of the outstanding shares of
common stock, Class B common stock and Series C preferred stock (assuming the
conversion of the Series C preferred stock into common stock), voting together
as a single class (as so calculated, the "voting stock"), issued and outstanding
and entitled to vote at the special meeting shall constitute a quorum for the
transaction of business at the special meeting. Shares of common stock, Class B
common stock and Series C preferred stock present in person or represented by
proxy (including shares which abstain or do not vote with respect to one or more
of the matters presented at the special meeting) will be counted for purposes of
determining whether a quorum exists at the special meeting.
The affirmative vote of the holders of a majority of the voting stock
outstanding and entitled to vote is required to approve the increase in the
number of authorized shares of common stock.
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Shares of voting stock which abstain from voting, and shares of voting
stock held in "street name" by brokers or nominees who indicate on their proxies
that they do not have discretionary authority to vote such shares as to a
particular matter ("broker non-votes"), will not be counted as shares voted in
favor of the proposal to increase the number of authorized shares of common
stock. Accordingly, abstentions and "broker non-votes" will have the same effect
as a vote against this proposal.
INCREASE IN NUMBER OF
AUTHORIZED SHARES OF COMMON STOCK
PROPOSED INCREASE
Arch currently is authorized to issue 65,000,000 shares of common stock. As
of March 10, 2000, there were 60,412,237 shares of common stock outstanding.
Arch proposes to amend its certificate of incorporation to increase the number
of authorized shares of common stock from 65,000,000 to 150,000,000 shares.
The additional shares of common stock to be authorized would be available
for possible future financing transactions, stock dividends and other corporate
purposes. The additional shares would be available for issuance without further
action by Arch's stockholders except as required by applicable law or the laws
of any stock exchange on which Arch's common stock is listed. For example, the
rules of the Nasdaq National Market, on which the common stock is listed,
require stockholder approval for the issuance of shares in connection with
acquisitions involving an increase of 20% or more in the number of outstanding
shares of common stock. Nasdaq rules also require stockholder approval for the
issuance of shares at a price less than the greater of book or market value if
the number of shares issued equals 20% or more of the outstanding common stock.
Holders of Arch's common stock do not have preemptive or other similar rights to
acquire the additional authorized shares of common stock.
COMPLETED EXCHANGE TRANSACTIONS
On February 22, 2000, Arch announced that it had issued 1,593,776 shares of
common stock in exchange for $21,451,410 accreted value ($24,100,000 maturity
value) of its 10 7/8% senior discount notes due 2008. The exchange ratio in
these transactions was 66.1318 shares of common stock per $1,000 of maturity
value for an effective purchase price of $13.46 per share. Arch also announced
that it had issued 285,715 shares of common stock in exchange for $3,500,000 of
its 6 3/4% convertible subordinated debentures due 2003. These transactions were
initiated by the holders and were completed pursuant to Section 3(a)(9) of the
Securities Act of 1933.
On March 9, 2000, Arch announced that it had issued 10,013,479 shares of
common stock in exchange for $135,487,932 accreted value ($151,417,000 maturity
value) of senior discount notes. On March 16, 2000, Arch issued another 33,066
shares of common stock in exchange for $449,050 accreted value ($500,000
maturity value) of senior discount notes. The exchange ratio in these
transactions was 66.1318 shares of common stock per $1,000 of maturity value for
an effective purchase price of $13.53 per share. These transactions were
initiated by the holders and were completed pursuant to Section 3(a)(9) of the
Securities Act of 1933.
PENDING AND PROSPECTIVE EXCHANGE TRANSACTIONS
On March 24, 2000, Arch announced it had entered into an agreement with
Resurgence Asset Management, L.L.C. for the exchange of $89,969,896 accreted
value ($100,000,000 maturity value) of senior discount notes held by various
Resurgence entities for a new class of Arch's preferred stock to be
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called Series D preferred stock. As of March 10, 2000, the Resurgence entities
beneficially owned approximately 14.1% of Arch's common stock. The Series D
preferred stock will:
- be convertible into common stock at the holders' option at any time into
an aggregate of 6,613,180 shares of common stock at an exchange ratio of
66.1318 shares of common stock per $1,000 of maturity value;
- be subject to mandatory conversion into 6,613,180 shares of common stock
upon completion of Arch's pending merger with Paging Network, Inc. as
described below under "Pending PageNet Merger";
- if not earlier converted, commencing March 15, 2001, bear semi-annual
dividends at the rate of 10 7/8% per annum, payable at Arch's option in
cash or through the issuance of a new class of Arch's preferred stock to
be called Series E preferred stock;
- be subject to mandatory redemption on March 15, 2008 if redemption is
then permitted by applicable law;
- vote with the common stock on an as-converted basis; and
- rank upon liquidation senior to the common stock and on a parity with
Arch's existing Series C preferred stock.
If Arch issues Series E preferred stock as a dividend on the Series D
preferred stock, the Series E preferred stock will be identical to the Series D
preferred stock except that it will not (1) be subject to conversion into common
stock, (2) have any voting rights except as required by law and (3) bear
dividends.
The exchange transactions with the Resurgence entities will be completed
pursuant to Section 3(a)(9) of the Securities Act of 1933. Completion of the
Resurgence exchange transactions is subject to:
- the sale by Resurgence to a third party selected by Resurgence of
$48,462,284 accreted value ($53,865,000 maturity value) of senior
discount notes and the third party's exchange of the notes for 3,562,189
shares of common stock at an exchange ratio of 66.1318 shares of common
stock per $1,000 of maturity value;
- receipt of stockholder approval of the proposed increase in the number
of authorized shares of common stock;
- filing of amendments to Arch's certificate of incorporation to reflect
the increase in the number of authorized shares of common stock and
creating the Series D preferred stock and Series E preferred stock;
- receipt of all required regulatory and lender approvals; and
- completion of the transactions by April 30, 2000.
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<PAGE> 9
Arch's board of directors has authorized Arch to complete additional
exchange transactions for up to $40,757,857 maturity value of senior discount
notes at an exchange ratio of 66.1318 shares of common stock per $1,000 of
maturity value. If Arch completes these exchange transactions, Arch will issue
2,695,390 additional shares of common stock. These transactions would also be
completed pursuant to Section 3(a)(9) of the Securities Act of 1933.
COMMITMENTS TO ISSUE COMMON STOCK
Arch has no present commitments to issue the additional shares of common
stock for which authorization is sought other than:
- 3,562,189 shares of common stock to complete the exchange transaction
with a third party selected by Resurgence as part of the pending
Resurgence exchange transactions described above;
- 6,613,180 shares of common stock upon conversion of the preferred stock
to be issued to complete the pending Resurgence exchange transactions
described above;
- up to 2,695,390 shares of common stock to complete additional exchange
transactions as described above;
- approximately 2 million shares of common stock to complete Arch's
payment obligations arising from the acquisition of Page Call, Inc. by
Benbow PCS Ventures, Inc. in June 1998;
- approximately 4.5 million shares upon conversion of outstanding Class B
common stock, Series C convertible preferred stock and convertible
debentures;
- up to approximately 16.6 million shares upon exercise of outstanding
warrants to purchase common stock; and
- up to approximately 8.8 million shares under stock option and employee
stock purchase plans.
BOARD RECOMMENDATION
Arch's board of directors believes that approval of the increase in the
number of authorized shares of common stock is in the best interests of Arch and
its stockholders and recommends a vote FOR approval of this proposal.
PENDING PAGENET MERGER
On November 8, 1999, Arch announced that it had signed a definitive
agreement to merge with Paging Network, Inc. Completion of the PageNet merger
and related restructurings is subject to Arch and PageNet stockholder approval,
regulatory approvals and other conditions. Arch plans to seek stockholder
approval of the PageNet merger at a special meeting of stockholders to be held
in the second quarter of 2000. Arch has not yet circulated a proxy statement for
stockholder approval of the PageNet merger. STOCKHOLDER APPROVAL OF THE PROPOSAL
TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK AT THE SPECIAL
MEETING DOES NOT CONSTITUTE APPROVAL OF THE PAGENET MERGER. If Arch completes
the PageNet merger and related restructurings on the currently proposed terms,
it will issue approximately 108 million
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shares of common stock, or approximately 95 million shares if 12,870,759 shares
have been issued to complete the additional Section 3(a)(9) exchanges described
above. The additional shares for which authorization is being sought at the
special meeting are not sufficient to complete the PageNet merger. As part of
the proxy statement seeking Arch stockholder approval of the PageNet merger,
Arch will also seek stockholder approval of a further increase in the number of
authorized shares. Arch can give no assurance that the PageNet merger will be
completed.
STOCKHOLDER PROPOSALS FOR 2000 ANNUAL MEETING
Arch's 2000 annual meeting of stockholders will be held on May 16, 2000.
The deadline has passed for stockholder submissions for that meeting.
In addition, Arch's by-laws require that Arch be given advance notice of
stockholder nominations for election to Arch's board of directors and of other
matters which stockholders wish to present for action at an annual meeting of
stockholders (other than matters included in Arch's proxy statement in
accordance with SEC rule 14a-8). The required notice must be made in writing and
delivered or mailed to the secretary of Arch at the principal offices of Arch,
and received not less than 80 days prior to the annual meeting of stockholders.
However, if less than 90 days' notice or prior public disclosure of the date of
the meeting is given or made to stockholders, nominations may be mailed or
delivered to the secretary not later than the close of business on the tenth day
following the date on which the notice of the meeting was mailed or such public
disclosure was made, whichever occurs first. In accordance with Arch's by-laws,
the deadline for stockholder nominations for election to Arch's board of
directors at the 2000 annual meeting of stockholders has also passed.
OTHER MATTERS
The board of directors knows of no other business which will be presented
for consideration at the special meeting other than that described above.
However, if any other business should come before the meeting, it is the
intention of the persons named in the enclosed proxy to vote, or otherwise act,
in accordance with their best judgment on such matters.
Arch will bear the costs of soliciting proxies. In addition to solicitation
by mail, Arch's directors, officers and regular employees may, without
additional remuneration, solicit proxies by telephone, telegraph, facsimile and
personal interviews. Corporate Investor Communications, Inc. has been hired by
Arch to act as a distribution agent and solicitor only with respect to record
holders who are brokers, dealers, banks or other entities that exercise
fiduciary powers in nominee name or otherwise. For these services Arch will pay
a fee of approximately $9,000 plus expenses. Arch will also request brokerage
houses, custodians, nominees and fiduciaries to forward copies of the proxy
material to those persons for whom they hold shares and request instructions for
voting the proxies. Arch will reimburse such brokerage houses and other persons
for their reasonable expenses in connection with this distribution.
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THE BOARD OF DIRECTORS HOPES THAT STOCKHOLDERS WILL ATTEND THE SPECIAL
MEETING. WHETHER OR NOT YOU PLAN TO ATTEND, YOU ARE URGED TO COMPLETE, DATE,
SIGN AND RETURN THE ENCLOSED PROXY IN THE ACCOMPANYING ENVELOPE. PROMPT RESPONSE
WILL GREATLY FACILITATE ARRANGEMENTS FOR THE SPECIAL MEETING AND YOUR
COOPERATION IS APPRECIATED. STOCKHOLDERS WHO ATTEND THE SPECIAL MEETING MAY VOTE
THEIR STOCK PERSONALLY AFTER DELIVERY OF WRITTEN REVOCATION OF THEIR PROXY TO
THE SECRETARY OF ARCH.
By Order of the Board of Directors,
PATRICIA A. GRAY, Secretary
March 24, 2000
Westborough, Massachusetts
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3013-PS-00
<PAGE> 13
P R O X Y
ARCH COMMUNICATIONS GROUP, INC.
1800 West Park Drive, Suite 250
Westborough, Massachusetts 01581
SPECIAL MEETING OF STOCKHOLDERS TO BE HELD APRIL 3, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints C. Edward Baker, Jr., Gerald J. Cimmino,
Patricia A. Gray and David A. Westenberg, and each of them, the proxies of the
undersigned with power of substitution to each of them, to vote all shares of
Arch Communications Group, Inc. which the undersigned is entitled to vote at the
special meeting of stockholders to be held on Monday, April 3, 2000, at 11:00
a.m. (local time) at Hale and Dorr LLP, 26th Floor, 60 State Street, Boston,
Massachusetts 02109.
In their discretion, the proxies are authorized to vote on such other
matters as may properly come before the special meeting or any adjournment
thereof.
Please return your cards in the enclosed envelope to the following address:
Arch Communications Group
c/o EquiServe
P.O. Box 9398
Boston, MA 02205-9398
- ----------- -----------
SEE REVERSE CONTINUED AND TO BE DATED AND SIGNED ON SEE REVERSE
SIDE REVERSE SIDE SIDE
- ----------- -----------
<PAGE> 14
[X] Please mark
votes as in
this example.
<TABLE>
<S> <C>
1. To approve an increase in the number of authorized shares of Common Stock from FOR AGAINST ABSTAIN
65,000,000 to 150,000,000. [ ] [ ] [ ]
MARK HERE IF YOU PLAN TO ATTEND THE MEETING [ ]
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]
PLEASE SIGN, DATE AND RETURN THIS PROXY IN THE
ENCLOSED POSTAGE PREPAID ENVELOPE.
The signature on this Proxy should correspond
exactly with stockholder's name as printed to the
left. In the case of joint tenants, co-executors or
co-trustees, both should sign. Persons signing as
Attorney, Executor, Administrator, Trustee or
Guardian should give their full title.
VOTES MUST BE INDICATED [X] IN BLACK OR BLUE INK.
Signature: Date: Signature: Date:
------------------------- --------------- ------------------------- -----------------
</TABLE>
