BANKERS TRUST NEW YORK CORPORATION
One Bankers Trust Plaza
New York, New York 10006
Damian P. Reitemeyer
Vice President
Telephone: (212) 250-4599
February 17, 1998
Securities and Exchange Commission
SEC Document Control
450 Fifth Street, N W
Washington, DC 20549
Attn. : Filing 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,
Damian P. Reitemeyer
Enclosures
Page 1 of 6
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1 ) *
--------
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 [ ]. (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, its wholly-
owned subsidiary, Bankers Trust Company and its
indirect wholly-owned subsidiary 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, Bankers Trust Company and
are New York Corporations. BT Investment Partners, Inc. is a Delaware
Corporation.
NUMBER OF 5. SOLE VOTING POWER
SHARES Bankers Trust Company 103,900 shares
BT Investment Partners 142,857 shares
246,757 shares
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY Bankers Trust Company 0 shares
BT Investment Partners 0 shares
0 shares
EACH 7. SOLE DISPOSITION POWER
REPORTING Bankers Trust Company 116,200 shares
BT Investment Partners 142,857 shares
259,057 shares
PERSON 8. SHARED DISPOSITION POWER
WITH Bankers Trust Company 0 shares
BT Investment Partners 0 shares
0 shares
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
Bankers Trust Company 116,200 shares
BT Investment Partners 142,857 shares
259,057 shares
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW(9) EXCLUDES
CERTAIN SHARES *
[ ]
Page 3 of 6
CUSIP No. 69553J104
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
Bankers Trust Company 0.2%
BT Investment Partners 0.4%
0.6%
12. TYPE OF REPORTING PERSON *
Bankers Trust New York Corporation - HC
Bankers Trust Company - BK
BT Investment Partners, Inc. - CO
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, Bankers Trust Company, and its indirect wholly-owned
subsidiary BT Investment Partners, Inc.
Item 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE:
130 Liberty Street
New York, New York 10006
Item 2(c) CITIZENSHIP:
Bankers Trust New York Corporation and its direct
wholly-owned subsidiary, Bankers Trust Company,
are incorporated in the State of New York with
their principal business offices located in New
York. BT Investment Partners, Inc., is
incorporated in the State of Delaware.
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 Bankers Trust Company,
(b) [X] Bank as defined in Section 3(a)(6) of the Act
For BT Investment Partners
BT Investment Partners is a incorporated in the State
of Delaware with its principal business office located
in New York.
Item 4 OWNERSHIP:
As of December 31, 1997
(a) Amount Beneficially Owned:
Bankers Trust Company 116,200 shares
BT Investment Partners 142,857 shares
259,057 shares
(b) Percent of Class:
Bankers Trust Company 0.2%
BT Investment Partners 0.4%
0.6%
(c) Number of shares as to which the Bank has:
(i) Sole power to vote or to direct the vote -
Bankers Trust Company 103,900 shares
BT Investment Partners 142,857 shares
246,757 shares
(ii) Shared power to vote or to direct the vote -
Bankers Trust Company 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 -
Bankers Trust Company 116,200 shares
BT Investment Partners 142,857 shares
259,057 shares
(iv) Shared power to dispose or to direct the disposition of-
Bankers Trust Company 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, 1997 (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 to Item 7.
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, 1997
Signature: Bankers Trust New York Corporation
By : /s/James T. Byrne, Jr.
Name : James T. Byrne, Jr.
Title: Secretary
Signature: Bankers Trust Company
By : /s/James T. Byrne, Jr.
Name : James T. Byrne, Jr.
Title: Secretary
Signature: BT Investment Partners, Inc.
By: /s/Sandra L. West
Name: Sandra L. West
Title: Secretary
EXHIBIT A 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) Inc.
|
100%
|
BT Investment Partners, Inc.
EXHIBIT B TO ITEM 7
The chain of ownership from Bankers Trust New York
Corporation to Bankers Trust Company is shown below:
Bankers Trust New York Corporation
|
100%
|
Bankers Trust Company
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, Dean Witter, Discover & Co.
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. John D. Beletic
