-----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, UWai4Vn8V9D0whCaF0qcWOI9TyHYG2gEn9NAqFEtBfxf2aXJG+ByNUFJHhHMy/Fl ojS+0BkM7K+bVhDAeVNjDA== 0000895345-01-000104.txt : 20010224 0000895345-01-000104.hdr.sgml : 20010224 ACCESSION NUMBER: 0000895345-01-000104 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010222 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ARCH WIRELESS INC 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: 1551837 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: ARCH COMMUNICATIONS GROUP INC /DE/ DATE OF NAME CHANGE: 19950914 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 0001.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* ARCH WIRELESS, INC. (f/k/a Arch Communications Group, Inc.) - ------------------------------------------------------------------------------ (Name of Issuer) Common Stock, par value $.01 per share - ------------------------------------------------------------------------------ (Title of Class of Securities) 039392105 ----------------- (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) November 10, 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. 039392105 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 8,826,439 REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 10 SHARED DISPOSITIVE POWER 8,826,439 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,826,439 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) 5.2% 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 Wireless, Inc. (formerly known as 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 through February 29, 2000. The information reflected in this Statement is current through February 21, 2001. ITEM 2. IDENTITY AND BACKGROUND. No change. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Item 3 is amended by adding the following paragraph to the end of Item 3: On November 10, 2000, the Holders acquired 4,632,487 shares of Common Stock in exchange for Notes of Paging Networks, Inc. ("PageNet"), as more fully described in Item 5(c) below. The Notes had been purchased with the working capital of the Holders. ITEM 4. PURPOSE OF TRANSACTION. Item 4 is amended by replacing the first paragraph with the following: Whippoorwill acquired beneficial ownership of the shares of Common Stock to which this Statement relates pursuant to the Plan, in related transactions described in Item 3, and in the merger transaction described in Item 5(c) below. Such shares were acquired for investment purposes and Whippoorwill will, from time to time, evaluate the status of such investment in light of then-existing conditions. 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 the Issuer's representation that as of February 19, 2001 there were 167,938,222 shares of Common Stock outstanding. The Holders, in the aggregate, directly own 8,386,535 shares of Common Stock representing approximately 5.0% of the outstanding Common Stock. 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 8,826,439 shares of Common Stock, representing approximately 5.2% (computed in accordance with Rule 13d-3(d) under the Act) of the outstanding Common Stock. (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 8,826,439 shares of the Common Stock beneficially owned by the Holders. The information required by Item 2 with respect to Whippoorwill is set forth in item 2 above. (c) On November 10, 2000, the Issuer completed its acquisition of PageNet. Pursuant to the Agreement and Plan of Merger by and between the Issuer, St. Louis Acquisition Corp., and PageNet dated as of November 7, 1999, as amended, and the Plan of Reorganization filed by PageNet with the U.S. Bankruptcy Court for the District of Delaware on July 25, 2000, the Issuer issued approximately 84.9 million shares of Common Stock to PageNet's noteholders and 5.0 million shares of Common Stock to PageNet's stockholders. A copy of the Agreement & Plan of Merger is attached as Exhibit F. Whippoorwill exchanged $11,023,000 in principal amount of 8.875% PageNet Notes, $40,906,000 in principal amount of 10% PageNet Notes, and $13,750,000 in principal amount of 10.125% PageNet Notes for a total of 4,632,487 shares of Common Stock. (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 Stock. (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. Item 7 is amended by adding the following: Exhibit F: Agreement and Plan of Merger dated as of November 7, 1999, by and between the Issuer, St. Louis Acquisition Corp., and PageNet dated as of November 7, 1999, as amended (incorporated by reference to Exhibit 99.1 of the Issuer's Form 8-K filed September 21, 2000, Exhibit 99.1 of the Issuer's Form 8-K filed July 28, 2000, Exhibit 99.1 of the Issuer's Form 8-K filed January 21, 2000 and Exhibit 99.1 of the Issuer's Form 8-K filed November 19, 1999). 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 22, 2000 WHIPPOORWILL ASSOCIATES, INC. By: /s/ Shelley F. Greenhaus -------------------------------------- Name: Shelley F. Greenhaus Title: Managing Director EX-99.1 2 0002.txt EXHIBIT F AGREEMENT AND PLAN OF MERGER Pursuant to Rule 12b-32 under the Act, the Agreement and Plan of Merger by and between the Issuer, St. Louis Acquisition Corp., and PageNet dated as of November 7, 1999, as amended, is incorporated herein by reference to Exhibit 99.1 to the Issuer's Form 8-K filed by the Issuer on September 21, 2000, Exhibit 99.1 to the Form 8-K filed by the Issuer on July 28, 2000, Exhibit 99.1 to the Form 8-K filed by the Issuer on January 21, 2000, and Exhibit 99.1 to the Form 8-K filed by the Issuer on November 19, 1999. -----END PRIVACY-ENHANCED MESSAGE-----