-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UuYwO7A9szILDUhJp5FXUNd/YvjIhzMl7JEKtBFIzTLygbndj7/nKA+43hxzrW9T FpKCyzeN/ByehaPf/8kfiw== 0000895345-00-000145.txt : 20000217 0000895345-00-000145.hdr.sgml : 20000217 ACCESSION NUMBER: 0000895345-00-000145 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000216 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ARCH COMMUNICATIONS GROUP INC /DE/ CENTRAL INDEX KEY: 0000915390 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 311358569 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-44485 FILM NUMBER: 547634 BUSINESS ADDRESS: STREET 1: 1800 W PARK DR STREET 2: STE 250 CITY: WESTBOROUGH STATE: MA ZIP: 01581 BUSINESS PHONE: 5088706700 MAIL ADDRESS: STREET 1: 1800 W PARK DR STREET 2: STE 250 CITY: WESTBOROUGH STATE: MA ZIP: 01581 FORMER COMPANY: FORMER CONFORMED NAME: USA MOBILE COMMUNICATIONS HOLDINGS INC /DE/ DATE OF NAME CHANGE: 19950519 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WHIPPOORWILL ASSOCIATES INC /ADV CENTRAL INDEX KEY: 0000896251 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133595884 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 11 MARTINE AVE CITY: WHITE PLAINS STATE: NY ZIP: 10606 BUSINESS PHONE: 9146831002 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* ARCH COMMUNICATIONS GROUP, INC. - ------------------------------------------------------------------------------ (Name of Issuer) Common Stock, par value $.01 per share - ------------------------------------------------------------------------------ (Title of Class of Securities) 039381108 ----------------- (CUSIP Number) Jessica Forbes, Esq. Fried, Frank, Harris, Shriver & Jacobson One New York Plaza New York, New York 10004 (212) 859-8558 - ------------------------------------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 7, 2000 ------------------------------ (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box |_|. NOTE: Schedules filed in paper format should include a signed original and five copies of the schedule, including all exhibits. See ss. 240.13d-7(b) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover 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). CUSIP No. 039381108 13D 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Whippoorwill Associates, Inc. 13-3595884 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (See Instructions) (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS (See Instructions) OO; WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 6,571,952 REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 10 SHARED DISPOSITIVE POWER 6,571,952 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,571,952 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES (See Instructions) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.7% 14 TYPE OF REPORTING PERSON (See Instructions) IA, CO SCHEDULE 13D ------------ ITEM 1. SECURITY AND ISSUER. This Statement on Schedule 13D (this "Statement") relates to the Common Stock, par value $.01 per share (the "Common Stock"), of Arch Communications Group, Inc., a Delaware corporation (the "Issuer"). The principal executive offices of the Issuer are located at 1800 West Park Drive, Suite 250, Westborough, MA 01581. The Statement amends the Schedule 13D filed by Whippoorwill Associates, Inc. ("Whippoorwill") on June 14, 1999 as amended on June 16, 1999. The information reflected in this Statement is current through February 15, 2000. ITEM 2. IDENTITY AND BACKGROUND. No change. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. No change. ITEM 4. PURPOSE OF TRANSACTION. No change. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5 is amended in its entirety as follows: (a) The percentages set forth in this Item 5 are based on (i) the Issuer's representation that as of February 15, 2000 there were 47,263,712 shares of Common Stock outstanding and 3,967,952 shares of Class B Common Stock outstanding and (ii) the Common Stock and Class B Common Stock being a single class (together, the "Common Class"), resulting in there being 51,231,664 shares of the Common Class outstanding. The numbers set forth in this Item 5 have been adjusted to give effect to a one for three reverse split effected by the Issuer on June 28, 1999. The Holders, in the aggregate, directly own 5,942,432 shares of Common Stock and 189,616 shares of Class B Common Stock, resulting in direct ownership of 6,132,048 shares of the Common Class representing approximately 12% of the outstanding Common Class. The Holders, in the aggregate, own 1,319,713 Participation Warrants, which are exercisable into 439,904 additional shares of Common Stock. Therefore, the Holders, in the aggregate, beneficially own 6,571,952 shares of the Common Class, representing approximately 12.7% (computed in accordance with Rule 13d-3(d) under the Act) of the outstanding Common Class. (b) Although Whippoorwill does not own any of the Common Stock, since Whippoorwill has discretionary authority with respect to the investments of and acts as agents for its clients, Whippoorwill has shared power to vote the 6,571,952 shares of the Common Class beneficially owned by the Holders. The information required by Item 2 with respect to Whippoorwill is set forth in item 2 above. (c) Within the last 60 days, Whippoorwill has effected the following transactions for the account of the Holders. All of these transactions were effected through the Nasdaq stock market. Date Amount + Type Action Price Per Share ---- ------------- ------ --------------- 12/29/99 5,000 Common Purchase 5.40 12/31/99 15,000 Common Purchase 6.3417 1/11/00 5,000 Common Purchase 6.125 2/4/00 272,000 Class B Sale 8.97 2/7/00 60,000 Common Sale 9.621 2/7/00 240,000 Class B Sale 9.621 2/8/00 50,000 Common Sale 10.4414 2/8/00 30,000 Class B Sale 10.4414 2/9/00 7,221 Common Sale 9.4026 2/9/00 122,779 Class B Sale 9.4026 2/10/00 27,000 Common Sale 9.8681 2/10/00 108,000 Class B Sale 9.8681 2/11/00 53,127 Common Sale 10.5208 2/11/00 216,873 Class B Sale 10.5208 2/14/00 73,501 Common Sale 10.7083 2/14/00 76,499 Class B Sale 10.7083 2/15/00 12,000 Common Sale 10.7083 (d) The Holders have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities reported herein. No Holder beneficially owns more than 5% of the Common Class. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. No change. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. No change. SIGNATURES ---------- After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: February 16, 2000 WHIPPOORWILL ASSOCIATES, INC. By: /s/ David A. Strumwasser -------------------------------------- Name: David A. Strumwasser Title: Managing Director -----END PRIVACY-ENHANCED MESSAGE-----