BANKERS TRUST NEW YORK CORPORATION
One Bankers Trust Plaza
New York, New York 10006
Linda L. Assali Mailing Address
Vice President BT Services Tennessee, Inc.
Telephone:(615)835-2901 648 Grassmere Park Road
Nashville, Tennessee 37211
February 14, 1997
Securities and Exchange Commission
SEC Document Control
450 Fifth Street, N W
Washington, DC 20549
Attn. : Filling Desk
Dear Sirs :
Re : Filing of Schedule 13G on
PAGEMART WIRELESS INC
Pursuant to Rule 13d-1 of the General Rules and
Regulations copy under the Securities Exchange Act of
1934, the following is one of the Schedule 13G with
respect to the common stock of the above referenced
corporation.
Please acknowledge your receipt of the Schedule 13G
filing submission through the EDGAR-Link System software,
by E-Mail confirmation.
Sincerely,
Linda L. Assali
Enclosures
Page 1 of 6
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of
1934 (Amendment No. ) *
PAGEMART WIRELESS INC
NAME OF ISSUER :
Common Stock: No Par
TITLE OF CLASS OF SECURITIES
69553J104
CUSIP NUMBER
Check the following box if a fee is being paid with
this statement [ x ]. (A fee is not required only
if the filing 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 there to
reporting beneficial ownership of five
percent or less of such class. ) ( See Rule 13d-7.)
* 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 the disclosures provided in a prior cover page.
The information required in the reminder 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).
Continued on following page(s)
Page 2 of 6
CUSIP No. 69553J104
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bankers Trust New York Corporation and its wholly
owned subsidiary, BT Securities Corporation and BT
Investment Partners, Inc. 13-6180473
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(A) [ ]
(B) [x]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Bankers Trust New York Corporation, BT Securities
Corporation and BT Investment Partners, Inc. are New
York Corporations.
NUMBER OF 5. SOLE VOTING POWER 145,579 shares
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 0 shares
OWNED BY
EACH 7. SOLE DISPOSITION POWER 145,579 shares
REPORTING
PERSON 8. SHARED DISPOSITION POWER 0 shares
WITH
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
BT Investment Partners 145,579 shares
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW(9) EXCLUDES
CERTAIN SHARES *
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.4%
12. TYPE OF REPORTING PERSON *
Bankers Trust New York Corporation - HC
BT Securities Corporation - BD
BT Investment Partners, Inc. - IV
Page 3 of 6
CUSIP No. 69553J104
Item 1 (a) NAME OF ISSUER:
PAGEMART WIRELESS INC CL A
Item 1 (b) ADDRESSES OF ISSUER'S PRINCIPAL EXECUTIVE
OFFICES:
6688 North Central Expressway
Suite 800
Dallas, TX 75206-9865
Item 2 (a) NAME OF PERSON FILING:
Bankers Trust New York Corporation, its direct
wholly-owned subsidiary, BT Securities Corporation, and
its indirect wholly-ownedsubsidiary BT Investment
Partners, Inc.
Item 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE:
280 Park Avenue
New York, New York 10017
Item 2(c) CITIZENSHIP:
Bankers Trust New York Corporation, its direct
wholly-owned subsidiary, BT Securities
Corporation, and its indirect wholly - owned
subsidiary, BT Investment Partners, Inc.,are
incorporated in the State of New York with its
principal business office located in New York.
Item 2(d) TITLE OF CLASS OF SECURITIES:
Common Stock: No Par Value
Item 2 (e) CUSIP NUMBER:
69553J104
CUSIP No. 69553J104 Page 4 of 6
Item 3 THE PERSON FILING IS A:
For Bankers Trust New York Corporation,
(g) [X] Parent Holding Company, in accordance with
Section 240.13d-1(b) (ii) (G)
For BT Securities Corporation,
(a) [X] Broker or dealer registered under Section
15 of the Act.
For BT Investment Partners, Inc.
(d) [X] Investment Company registered under Section
8 of the Investment Company Act
Item 4 OWNERSHIP:
As of December 31, 1996
(a) Amount Beneficially Owned:
BT Securities Corporation 2,722 shares
BT Investment Partners 142,857 shares
145,579 shares
(b) Percent of Class:
BT Securities Corporation 0.0%
BT Investment Partners 0.4%
0.4%
(c) Number of shares as to which the Bank has:
(i) Sole power to vote or to direct the vote -
BT Securities Corporation 2,722 shares
BT Investment Partners 142,857 shares
145,579 shares
(ii) Shared power to vote or to direct the vote -
BT Securities Corporation 0 shares
BT Investment Partners 0 shares
0 shares
CUSIP No. 69553J104 Page 5 of 6
(iii) Sole power to dispose or to direct the disposition
of -
BT Securities Corporation 2,722 shares
BT Investment Partners 142,857 shares
145,579 shares
(iv) Shared power to dispose or to direct the disposition
of -
BT Securities Corporation 0 shares
BT Investment Partners 0 shares
0 shares
BT Investment Partners is a party to the Amended and
Restated Agreement Among Certain Stockholders dated as of
May 10, 1996 (the Stockholders Agreement), which
contains provisions regarding, among other things,
restrictions on transferability and voting of the
Companys Class A Common Stock and certain agreement as to
sales or other dispositions of Class A Common Stock. Upon
information and belief, more than ten percent (10%) of the
Companys Class A Common Stock is subject to the
Stockholders Agreement. Notwithstanding the foregoing, the
undersigned disclaims membership in any group for purposes
of Section 13(d) or 13(g) of the Exchange Act by virtue of
the Stockholders Agreement.
Item 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
Not applicable.
Item 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF
ANOTHER PERSON:
Not applicable.
Item 7 IDENTIFICATION AND CLASSIFICATION OF THE
SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING
REPORTED ON BY THE PARENT HOLDING COMPANY:
See Item 3 above and Exhibit 1.
Item 8 IDENTIFICATION AND CLASSIFICATION OF THE
MEMBERS OF THE GROUP:
While BT Investment Partners disclaims membership
in any group or beneficial ownership of any securities
of the Issuer other than the securities set forth
herein, attached hereto as Exhibit 2 is a list of the
other parties to the Stockholders Agreement
referred to in Item 4 above.
Page 6 of 6
CUSIP No. 69553J104
Item 9 NOTICE OF DISSOLUTION OF GROUP:
Not applicable.
Item 10 CERTIFICATION:
By signing below I certify that , to the best of
my knowledge and belief, the securities referred to
above were acquired in the ordinary course of business
and were not acquired for the purpose of and do not have
the effect of changing or influencing the control of the
issuer of such securities and were not acquired in
connection with or as a participant in any transaction
having such purpose or effect.
SIGNATURE:
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.
Date: as of December 31, 1996
Signature: Bankers Trust New York
Corporation
By : /s/James T.Byrne,Jr.
Name : James T. Byrne, Jr.
Title: Secretary
Signature: BT Securities Corporation
By : /s/James T. Byrne, Jr.
Name : James T. Byrne, Jr.
Title: Secretary
Signature: BT Investment Partners, Inc.
By: /s/Brian Talbot.
Name: Brian Talbot.
Title: Secretary
EXHIBIT 1
EXHIBIT TO ITEM 7
The chain of ownership from Bankers Trust New York
Corporation to BT Investment Partners, Inc. is shown
below:
Bankers Trust New York Corporation
|
100%
|
BT Holdings (New York) Company
|
100%
|
BT Investment Partners, Inc.
EXHIBIT 1
EXHIBIT TO ITEM 7
The chain of ownership from Bankers Trust New York
Corporation to BT Securities Corporation is shown below:
Bankers Trust New York Corporation
|
100%
|
BT Securities Corporation
EXHIBIT 2
EXHIBIT TO ITEM 8
Pursuant to Item 8, the signatories to the Amended and
Restated Stockholders Agreement dated May 10, 1997
relating to PageMart Wireless Inc. are:
SIGNATORIES TO THE AMENDED AND RESTATED
STOCKHOLDERS AGREEMENT
1. The Morgan Stanley Leveraged Equity Fund II L.P.
2. Morgan Stanley Leveraged Equity Fund II, Inc.
3. Morgan Stanley Group Inc.
4. Morgan Stanley Capital Partners III, L.P.
5. MSCP III, L.P.
6. Morgan Stanley Capital Partners III, Inc.
7. Morgan Stanley Capital Investors, L.P.
8. MSCP III 892 Investors, L.P.
9. Morgan Stanley Venture Capital Fund II, L.P.
10. Morgan Stanley Venture Capital Partners II, L.P.
11. Morgan Stanley Venture Capital II, Inc.
12. Morgan Stanley Venture Capital Fund, L.P. 13.
Morgan Stanley Venture Partners L.P. 14. Morgan
Stanley Venture Capital Inc.
15. Morgan Stanley Venture Capital Fund II, C.V.
16. Morgan Stanley Venture Investors, L.P.
17. First Plaza Group Trust
18. General Motors Investment Management
Corporation 19. Accel Telocom L.P.
20. Accel Investors 89 L.P.
21. Accel III L.P.
22. Accel III Associates L.P.
23. Accel Telecom Associates L.P.
24. Arthur C. Patterson
25. James R. Swartz
26. Swartz Family Partnership
27. Paul H. Klingenstein
28. James W. Breyer
29. Donald A Gooding
30. G. Carter Sednaoui
31. BT Investment Partners, Inc.
32. Leadership Investments Ltd.
33. Empresas La Moderna, S.A. de C.V.
34. Seguros Commercial America, S.A. de
C.V. 35. Alfonso Romo Garza
36. TD Capital Group Ltd.
37. The Toronto-Dominion Bank
38. Ellmore C. Patterson
EXHIBIT
2
EXHIBIT TO ITEM 8
SIGNATORIES TO THE AMENDED AND RESTATED STOCKHOLDERS
AGREEMENT (continued)
39. Anne H. Patterson
40. Cezary Pasiuk
41. Brandywine Trust Company, et. al., Trustees U/A
5/4/56 FBO Jane C. Beck
42. Brandywine Trust Company, Trustee U/A 2/10/56 FBO
Michael E. Patterson
43. Brandywine Trust Company, Trustee U/A 2/10/56 FBO
Robert E. Patterson
44. Brandywine Trust Company, Trustee U/A 2/10/56 FBO
David C. Patterson
45. Brandywine Trust Company, Trustee U/A 2/10/56 FBO
Thomas H. C. Patterson
46. Brandywine Trust Company, Trustee U/A 2/10/56 FBO
Eloise C. Patterson
47. Brandywine Trust Company, Trustee U/A 2/10/56 FBO
David G. Patterson
48. Brandywine Trust Company, Trustee U/A 2/10/56 FBO
Daphne D Patterson
49. Michael E. Patterson & Elena C. Patterson, Trustees
U/A 9/6/90 FBO Anne H. Patterson
50. Michael E. Patterson & Elena C. Patterson, Trustees
U/A 9/6/90 FBO Elena A. Patterson
51. Michael E. Patterson & Elena C. Patterson, Trustees
U/A 9/6/90 FBO Michael E. Patterson, Jr.
52. Kaplan, Choate Management Inc.
53. UMB Bank, Trustee of the Brobeck, Phleger &
Harrison Retirement Savings Plan for the benefit of
Gari l. Cheever
54. UMB Bank as custodian fbo Edward M. Leonard
55. Roger Linquist
56. John A. Beletic
57. John D. Beletic
58. John D. Beletic as Custodian for Allison C.
Beletic 59. Walter F. Loeb
60. Vick T. Cox
61. Frances W. Hopkins
62. Sandra D. Neal
63. Richard S. Nelson
64. Mary Jo Hernandez Sabeti
65. Gari L. Cheever
66. G. Clay Myers
67. Kenneth L. Hilton
68. Homer Huddleston
69. Douglas S. Glen
70. Carol W. Dickson
71. Lawrence H. Wecsler
72. Douglas H. Kramp
73. Paul L. Turner
74. Jack D. Hanson
75. Thomas C. Keys
76. Todd A. Bergwall
