-----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, Ixlznw8zU7V9WKVYZMYfFHvnI/1yb8FwRkNQs2sijeMIX6JM0vzWaLa3imuPepvu dStiHCAFLSNuqWT1b0VqEg== 0000914121-99-000622.txt : 19990628 0000914121-99-000622.hdr.sgml : 19990628 ACCESSION NUMBER: 0000914121-99-000622 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990625 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 SEC ACT: SEC FILE NUMBER: 005-44485 FILM NUMBER: 99652588 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: CREDIT SUISSE FIRST BOSTON INC CENTRAL INDEX KEY: 0000036121 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 132853402 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: ELEVEN MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10010-3629 BUSINESS PHONE: 2123252000 MAIL ADDRESS: STREET 1: ELEVEN MADISON AVE CITY: NEW YORK STATE: NY ZIP: 10010-3629 FORMER COMPANY: FORMER CONFORMED NAME: CS FIRST BOSTON INC DATE OF NAME CHANGE: 19931118 FORMER COMPANY: FORMER CONFORMED NAME: CS FIRST BOSTON GROUP INC/DE DATE OF NAME CHANGE: 19931029 SC 13D 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ____ )* Arch Communications Group, Inc. (Name of Issuer) Common Stock, par value $0.01 (Title of Class of Securities) 039381108 (CUSIP Number) William W. Chandler Credit Suisse First Boston 11 Madison Avenue New York, New York 10010-3629 (212) 325-2911 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 3, 1999 (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 Secs. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 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 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). SCHEDULE 13D CUSIP No 039381108 1 NAMES OF REPORTING PERSONS IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Credit Suisse First Boston, on behalf of the Credit Suisse First Boston business unit 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [x] 3 SEC USE ONLY 4 SOURCE OF FUNDS* 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 Switzerland NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED BY EACH 8 SHARED VOTING POWER REPORTING PERSON WITH 13,812,957 shares of Common Stock, par value $0.01 9 SOLE DISPOSITIVE POWER 10 SHARED DISPOSITIVE POWER 13,812,957 shares of Common Stock, par value $0.01 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,812,957 shares of Common Stock, par value $0.01 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*[ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.6% 14 TYPE OF REPORTING PERSON* BK, HC, OO *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. Item 1. SECURITY AND ISSUER. This statement on Schedule 13D relates to the common stock, $0.01 par value (the "Common Stock"), of Arch Communications Group, Inc. ("Arch" or the "Company"). The principal executive office of Arch is located at 1800 West Park Drive, Suite 250, Westborough, Massachusetts 01581. Item 2. IDENTITY AND BACKGROUND. (a-c, f) This Schedule 13D is being filed by Credit Suisse First Boston (the "Bank"), a Swiss bank, on behalf of itself and its consolidated subsidiaries, to the extent that they constitute part of the Credit Suisse First Boston business unit (the "CSFB business unit" or the "Reporting Person"). The CSFB business unit is engaged in the corporate and investment banking, trading (equity, fixed income and foreign exchange), private equity investment and derivatives businesses on a worldwide basis. The Bank's registered head office is located at Uetlibergstrasse 231, P.O. Box 900, CH-8045 Zurich, Switzerland. The Bank and its consolidated subsidiaries engage in other separately managed activities, most of which constitute the independently operated Credit Suisse Asset Management business unit; the Credit Suisse Asset Management business unit provides asset management and investment advisory services to institutional investors worldwide. Credit Suisse First Boston Corporation ("CSFBC"), a Massachusetts corporation, a broker-dealer registered under Section 15 of the Securities Exchange Act of 1934 (the "Act") and an indirect wholly-owned subsidiary of the Bank, beneficially owns the securities reported herein. The principal business office of CSFBC is 11 Madison Avenue, New York, New York 10010. CSFBC is a wholly-owned subsidiary of Credit Suisse First Boston, Inc., a Delaware corporation that is, in turn, a wholly-owned subsidiary of the Bank. The ultimate parent company of the Bank is Credit Suisse Group ("CSG"), a corporation formed under the laws of Switzerland. The principal business of CSG is acting as a holding company for a global financial services group with five distinct specialized business units that are independently operated. In addition to the two business units referred to above, CSG and its consolidated subsidiaries (other than the Bank and its subsidiaries) are comprised of (a) the Credit Suisse Private Banking business unit that engages in global private banking business, (b) the Credit Suisse business unit that engages in the Swiss domestic banking business and (c) the Winterthur business unit that engages in the global insurance business. CSG's business address is: Nuschelerstrasse 1, CH-8070, Zurich, Switzerland. CSG, for purposes of certain federal securities laws, may be deemed ultimately to control the Bank and the CSFB business unit. CSG, its executive officers and directors, and its direct and indirect subsidiaries (including all of the business units except the CSFB business unit), may beneficially own shares of Common Stock, and such shares are not reported in this statement on Schedule 13D. Due to the separate management and independent operation of its business units, CSG disclaims beneficial ownership of shares of Common Stock beneficially owned by its direct and indirect subsidiaries, including the Reporting Person. The Reporting Person disclaims beneficial ownership of shares of Common Stock beneficially owned by CSG and any of CSG's and the Bank's other business units. The name, citizenship, residence or business address and present principal occupation or employment, and the name, principal business and address of any corporation or other organization in which such employment is conducted, of each executive officer and director of the CSFB business unit, and of CSFBC, are set forth on Schedules I and II, respectively, each of which is incorporated herein by reference. (d-e) None of the Reporting Person, the Bank, CSFBC or any of the executive officers or directors of such persons listed on Schedules I or II during the last five years (a) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, U.S. Federal or State securities laws or finding any violation with respect to such laws. Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The beneficial ownership interest in Common Stock reported in this statement on Schedule 13D was acquired in connection with the reorganization of MobileMedia Communications, Inc., a Delaware corporation ("MobileMedia"), MobileMedia Corporation, the sole stockholder of MobileMedia ("Parent"), and all of MobileMedia's subsidiaries (the "Subsidiaries", and collectively with MobileMedia and Parent, the "Debtors") pursuant to Chapter 11 of Title 7, United States Code, 11 U.S.C. ss.ss. 101 et seq. (the "Reorganization"). In connection with the Reorganization, Arch acquired MobileMedia, as more fully described in Item 4 below. The net amount of funds used by CSFBC to acquire that portion of such securities not issued to CSFBC solely in respect of its status as a holder of Unsecured Claims (as defined in Item 4 below) was $35,796,542, which funds came from CSFBC's working capital. Item 4. PURPOSE OF TRANSACTION. The acquisition of the securities of Arch reported herein is a result of the Reorganization, which involved a chain of transactions, including the following: (a) pursuant to the Agreement and Plan of Merger, dated as of August 18, 1998 (as amended, the "Merger Agreement"), among Arch, a wholly-owned subsidiary of Arch ("Merger Sub"), Parent and MobileMedia, MobileMedia merged with and into Merger Sub, with Merger Sub continuing as the surviving corporation and a wholly-owned subsidiary of Arch; (b) pursuant to the Merger Agreement, Arch made available for distribution pursuant to a plan of Reorganization of the Debtors (the "Plan"), which was confirmed by order of the United States Bankruptcy Court for the District of Delaware on April 12, 1999, (i) cash, (ii) shares of the Common Stock, and (iii) warrants entitling the holders thereof to purchase shares of Common Stock ("Warrants"), (c) holders of unsecured non-priority claims against the Debtors ("Unsecured Claims"), to the extent such Unsecured Claims are Allowed (as defined in the Plan), received pursuant to the Plan (i) shares of Common Stock and (ii) rights to purchase for cash shares of Common Stock; (d) holders of claims arising under or relating to the Credit Agreement, dated December 4, 1995, as amended, among MobileMedia and the other parties thereto, to the extent such claims are Allowed, received pursuant to the Plan cash in an amount equal to 100% of such claims; (e) all of the outstanding equity interests in MobileMedia and Parent were canceled without consideration and Parent was dissolved; and (f) the commitments under the MobileMedia debtor-in-possession financing agreement were terminated and all amounts owed under such agreement were paid in full in cash. On June 3, 1999 (the "Effective Date"), in connection with the transactions relating to the Reorganization and the Plan, as set forth above, CSFBC received 15,767,356 shares of Common Stock, 4,176,292 shares, par value $0.01 per share, of Class B common stock (the "Class B Common Stock"), and 29,309 Warrants (the Common Stock, Class B Common Stock and the Warrants, collectively, the "Securities"). The acquisition of the Securities was consummated pursuant to the Plan and the Commitment Letter of August 8, 1998, as amended, among CSFBC, MobileMedia and Arch. In addition, CSFBC, the Company and certain other parties entered into the Registration Rights Agreement, dated as of June 3, 1999 (the "Registration Rights Agreement), which provides for (i) a filing of a "shelf" registration statement, (ii) demand registration rights that may be exercised no more than twice, and (iii) "piggyback" registration rights of the Securities. Pursuant to the Registration Rights Agreement, Arch filed a registration statement covering the resale of CSFBC of the Securities and the same became effective on the Effective Date. The Reporting Person and CSFBC may, from time to time, and reserve the right to change their plans or intentions and to take any and all actions that they deem appropriate to maximize the value of their investments, including, among other things, from time to time, acquiring additional securities of the Company, disposing of any securities of the Company owned by them or formulating other plans or proposals regarding the Company or its securities to the extent deemed advisable by the Reporting Person or CSFBC in light of their general investment policies, market conditions, subsequent developments affecting the Company, the general business and future prospects of the Company, tax considerations or other factors. Except as set forth above, neither the Reporting Person nor CSFBC has any current intention, plan or proposal with respect to: (a) the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (d) any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Company; (f) any other material change in the Company's business or corporate structure; (g) changes in the Company's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; (h) causing a class of securities of the Company to be delisted from a national securities exchange, if any, or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) any action similar to any of those enumerated above. Item 5. INTEREST IN SECURITIES OF THE ISSUER. (a-b) The Class B Common Stock is identical to the Common Stock, except that holders of Class B Common Stock are not entitled to vote in the election of directors of Arch and are entitled to 1/100th of a vote per share on all other matters. Any share of Class B Common Stock transferred to any transferee, subject to an exception, will automatically convert into an equal number of shares of Common Stock. Each Warrant represents the right to purchase one share of Common Stock. Warrants may be exercised by their holders, in whole or in part, at any time and from time to time prior to 5:00 p.m., New York City time, on September 1, 2001, and CSFBC and the Reporting Person may be deemed to be the beneficial owner of Common Stock received as a result of such exercise of Warrants. 13,812,957 shares of Common Stock represent approximately 9.6% (computed in accordance with Rule 13d-3(d) of the Act) of the shares of Common Stock of the Company on a converted basis, based on 128,101,567 shares of Common Stock outstanding and 16,080,785 shares of Class B Common Stock outstanding as set forth in the Company's Prospectus, dated June 3, 1999, filed pursuant to Rule 424(b)(3)(Registration No. 333-79769). By reason of their relationship, the Reporting Person and CSFBC may be deemed to share voting and dispositive power with respect to shares of Common Stock reported herein. (c) During the last 60 days, the Reporting Person has sold and bought the following number of shares of Common Stock at the following prices, in each case in open-market transactions. - -------------------------------------------------------------------------------- PARTY DATE NUMBER OF SHARES PRICE PER SHARE SOLD(S)/ BOUGHT(B) - -------------------------------------------------------------------------------- CSFBC 6/04/99 30,000/S/ $2.64 - -------------------------------------------------------------------------------- CSFBC 6/09/99 250,000/S/ $2.82 - -------------------------------------------------------------------------------- CSFBC 6/10/99 250,000/S/ $2.97 - -------------------------------------------------------------------------------- CSFBC 6/11/99 2,000,000/S/ $3.35 - -------------------------------------------------------------------------------- CSFBC 6/11/99 1,500,000/S/ $3.24 - -------------------------------------------------------------------------------- CSFBC 6/11/99 500,000/S/ $3.11 - -------------------------------------------------------------------------------- CSFBC 6/11/99 180,000/S/ $3.53 - -------------------------------------------------------------------------------- CSFBC 6/18/99 150,000/B/ $3.14 - -------------------------------------------------------------------------------- CSFBC 6/21/99 500,000/S/ $3.03 - -------------------------------------------------------------------------------- CSFBC 6/23/99 1,000,000/S/ $3.18 - -------------------------------------------------------------------------------- CSFBC 6/25/99 100,000/S/ $3.18 - -------------------------------------------------------------------------------- Except as described above, neither the Reporting Person nor, to the best knowledge of the Reporting Person, CSFBC or any of the persons listed on Schedules I or II hereto effected any transactions in Securities during the last 60 days. (d-e) Not applicable. Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Except as described in Item 4 and Item 5 above, neither the Reporting Person, nor, to the best knowledge of the Reporting Person, CSFBC or any of the persons listed on Schedules I or II hereto has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to securities of the Company. Item 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit Description 10.1 Debtors' Third Amended Joint Plan of Reorganization, dated as of December 1, 1998. (1) 10.2 Commitment Letter to Purchase Stock and Warrants, dated as of August 8, 1998, by and among CSFBC, Arch and MobileMedia. (1) 10.3 Amendment to Commitment Letter to Purchase Stock and Warrants, dated as of September 3, 1998, by and among CSFBC, Arch and MobileMedia. (1) 10.4 Amendment to Commitment Letter to Purchase Stock and Warrants, dated as of December 1, 1998, by and among CSFBC, Arch and MobilMedia. (1) 10.5 Amendment to Commitment Letter to Purchase Stock and Warrants, dated as of February 8, 1999, by and among CSFBC, Arch and MobileMedia. (2) 10.6 Form of Registration Rights Agreement among Arch and other persons signatory hereto. (2) - -------------------- (1) Incorporated by reference from the Registration Statement on Form S-4 (file No. 333-63519) of Arch. (2) Incorporated by reference from the Current Report on Form 8-K of Arch, dated March 2, 1999. 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. Dated: June 25, 1999 CREDIT SUISSE FIRST BOSTON, acting solely on behalf of the Credit Suisse First Boston business unit By: /S/ WILLIAM W. CHANDLER -------------------------------- Name: William W. Chandler Title: Director SCHEDULE I Executive Board Members and Executive Officers of the Reporting Person NAME AND TITLE BUSINESS ADDRESS PRINCIPAL CITIZENSHIP OCCUPATION Allen D. Wheat 11 Madison Avenue Chief Executive USA Chairman New York, NY 10010 Officer, Credit Suisse First Boston and member of the Executive Board, Credit Suisse Group Brady W. Dougan 11 Madison Avenue Managing USA Board Member New York, NY 10010 Director, Credit Suisse Fist Boston Corporation Christopher A. 11 Madison Avenue President and USA Goekjan New York, NY 10010 Chief Board Member Executive Officer, Credit Suisse Financial Products Stephen A.M. Hester 11 Madison Avenue Chief Financial United Kingdom Board Member New York, NY 10010 Officer, Credit Suisse First Boston Inc. Marc Hotimsky 11 Madison Avenue Managing United Kingdom Board Member New York, NY 10010 Director, Credit Suisse First Boston Corporation David C. Mulford 11 Madison Avenue Vice Chairman, United Kingdom Board Member New York, NY 10010 Credit Suisse First Boston, Inc. and Chairman International, Credit Suisse First Boston Stephen E. Uetlibergstrasse 231 Chairman of USA Stonefield P.O. Box 900, Pacific Region, Board Member CH-8045 Zurich, Credit Suisse Switzerland First Boston Franz K. von Uetlibergstrasse 231 Deputy Chairman Switzerland Meyenburg P.O. Box 900, of Europe, Credit Board Member CH-8045 Zurich, Suisse First Switzerland Boston Charles G. Ward III 11 Madison Avenue Head of Corporate USA Board Member New York, NY 10010 and Investment Banking, Credit Suisse First Boston Corporation David A, DeNunzio 11 Madison Avenue Chief Executive USA Executive Officer New York, NY 10010 Officer, Private Equity Division John M. Hennessy 11 Madison Avenue Chairman, Private USA Executive Officer New York, NY 10010 Equity Division SCHEDULE II Executive Officers and Directors of Credit Suisse First Boston Corporation NAME AND TITLE BUSINESS ADDRESS PRINCIPAL OCCUPATION CITIZENSHIP Allen D. Wheat 11 Madison Avenue Chief Executive USA President, Chief New York, NY 10010 Officer, Executive Officer Credit Suisse First and Board Member Boston and member of the Executive Board, Credit Suisse Group Benjamin H. Cohen 11 Madison Avenue Managing Director, USA Managing Director New York, NY 10010 Credit Suisse First and Boston Board Member Brady W. Dougan 11 Madison Avenue Managing Director, USA Managing Director New York, NY 10010 Credit Suisse First and Boston Corporation Board Member Carlos Onis 11 Madison Avenue Controller Credit USA Chief Financial New York, NY 10010 Suisse Officer First Boston and Board Member Charles G. Ward III 11 Madison Avenue Managing Director, USA Managing Director New York, NY 10010 Credit Suisse First and Boston Board Member Jeremy Marshall 11 Madison Avenue, Managing Director, United Kingdom Managing Director New York, NY 10010 Credit Suisse First and Boston Corporation Board Member Joseph McLaughlin 11 Madison Avenue, Managing Director & USA General Counsel and New York, NY 10010 General Counsel, Board Credit Suisse First Member Boston Corporation Richard C. Holbrooke 11 Madison Avenue Vice Chairman, USA Vice Chairman New York, NY 10010 Credit Suisse First Boston Corporation Ken Miller 11 Madison Avenue Vice Chairman, USA Vice Chairman New York, NY 10010 Credit Suisse First Boston Corporation David C. Mulford 11 Madison Avenue Vice Chairman, United Kingdom Vice Chairman New York, NY 10010 Credit Suisse First Boston, Inc. and Chairman International Credit Suisse First Boston Frank J. Decongelio 11 Madison Avenue Managing Director, USA Managing Director New York, NY 10010 Credit Suisse First and Boston Director of Operations Lori M. Russo 11 Madison Avenue Vice President & USA Vice President and New York, NY 10010 Secretary, Credit Secretary Suisse First Boston Corporation Lewis H. Wirshba 11 Madison Avenue Treasurer, Credit USA Managing Director New York, NY 10010 Suisse and First Boston Treasurer Corporation Rochelle Pullman 11 Madison Avenue Controller, Credit USA Director and New York, NY 10010 Suisse Controller First Boston Corporation Thomas A. DeGennaro 11 Madison Avenue Director of Taxes, USA Director and New York, NY 10010 Credit Suisse First Director Boston of Taxes -----END PRIVACY-ENHANCED MESSAGE-----