-----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, JojX62WF6ap+2ikcSAseZgxzOPfn8rL1y28UPuptUrDfamz2HViHEtRuYD3hWJj2 gHT73MfNOxPJF2/8AY2LXA== 0000950123-00-001446.txt : 20000221 0000950123-00-001446.hdr.sgml : 20000221 ACCESSION NUMBER: 0000950123-00-001446 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000218 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: METROCALL INC CENTRAL INDEX KEY: 0000906525 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 541215634 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-45927 FILM NUMBER: 549664 BUSINESS ADDRESS: STREET 1: 6677 RICHMOND HWY CITY: ALEXANDRIA STATE: VA ZIP: 22306 BUSINESS PHONE: 7036606677 MAIL ADDRESS: STREET 1: 6910 RICHMOND HWY CITY: ALEXANDRIA STATE: VA ZIP: 22306 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: UBS CAPITAL LLC CENTRAL INDEX KEY: 0001029726 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: UNION BANK OF SWITZERLAND STREET 2: 299 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10171-0026 BUSINESS PHONE: 2128214000 MAIL ADDRESS: STREET 1: UNION BANK OF SWITZERLAND STREET 2: 299 PARK AVE 7TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10171-0026 SC 13D/A 1 AMENDMENT #3 TO SCHEDULE 13D 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 3)* METROCALL, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 591 647 10 2 (CUSIP Number) UBS CAPITAL LLC 299 PARK AVENUE NEW YORK, NEW YORK 10171 ATTN: MR. MICHAEL GREENE (212) 821-6380 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) COPIES TO: NANCY FUCHS, ESQ. KAYE, SCHOLER, FIERMAN, HAYS & HANDLER, LLP 425 PARK AVENUE NEW YORK, NEW YORK 10022 (212) 836-8000 February 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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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. Page 1 of 7 pages. Exhibit Index on page 7. 2 SCHEDULE 13D CUSIP NO. 591 647 10 2 Page 2 of 7 Pages - ------------------------------------------------------------------------------- NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS 1 UBS Capital LLC - ------------------------------------------------------------------------------- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (A) [ ] 2 (B) [ ] - ------------------------------------------------------------------------------- SEC USE ONLY 3 - ------------------------------------------------------------------------------- SOURCE OF FUNDS (SEE INSTRUCTIONS) 4 - ------------------------------------------------------------------------------- CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] 5 - ------------------------------------------------------------------------------- CITIZENSHIP OR PLACE OF ORGANIZATION 6 Delaware - ------------------------------------------------------------------------------- SOLE VOTING POWER 7 51,280 shares of Common Stock, including options to acquire 37,000 shares of NUMBER OF Common Stock SHARES ------------------------------------------------------------ BENEFICIALLY SHARED VOTING POWER OWNED BY 8 -0- EACH ------------------------------------------------------------ REPORTING SOLE DISPOSITIVE POWER PERSON 9 51,280 shares of Common Stock, including WITH options to acquire 37,000 shares of Common Stock ------------------------------------------------------------ SHARED DISPOSITIVE POWER 10 -0- - ------------------------------------------------------------------------------- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 51,280 shares of Common Stock, including options to acquire 37,000 shares of Common Stock - ------------------------------------------------------------------------------- 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) Approximately .12% (based on 41,901,908 shares outstanding on November 2, 1999) - ------------------------------------------------------------------------------- TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 14 OO - ------------------------------------------------------------------------------- 3 ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Item 5 is amended to read as follows: (a) UBS is the beneficial owner of 51,280 shares of Common Stock, including options to acquire 37,000 shares of Common Stock, or approximately .12% of the issued and outstanding shares of common stock of the Issuer as of November 2, 1999. The Warrants are exercisable at any time through and including November 15, 2001. The options are excercisable at any time. The Preferred Shares held by UBS are convertible into shares of Common Stock commencing on November 15, 2001 or upon the occurrence of certain change of control events. See Exhibit 2. Accordingly, UBS is not currently the beneficial owner of shares of Common Stock which it may receive upon conversion of Preferred Shares. (b) UBS has the sole power to vote the 14,280 shares currently owned by it. Upon exercise of the options, UBS will have the sole power to vote the 37,000 shares acquired thereby. Prior to exercise, the options are not accorded any voting rights. Page 3 of 7 pages. 4 (c) During the past sixty (60) days, UBS has engaged in the following transactions in shares of Common Stock: Amount of Shares Date of Transaction of Common Stock Involved Price Per Share ------------------- ------------------------ --------------- 2/10/00 360,000 $11.31 2/11/00 610,365 $10.35 2/16/00 620,000* $ 8.06 2/17/00 450,000* $ 8.11 2/18/00 18,640* $ 8.50 - ---------------------------------- * Acquired upon exercise of warrants to purchase shares of Common Stock purchased as part of Units purchased from the Issuer in a private transaction and previously reported on Schedule 13D filed with the Securities and Exchange Commission on December 27, 1996. Page 4 of 7 pages. 5 All transactions involved sales of shares of Common Stock on the Nasdaq Small Cap Market. Such purchases of Common Stock were made by Warburg Dillon Read LLC, as agent for UBS, and do not include commissions paid by UBS. Except as set forth above, neither UBS nor, to the best knowledge of UBS, any person identified in Item 2, beneficially owns any shares of Common Stock or has effected any transaction in shares of Common Stock during the preceding 60 days. (d) To the best knowledge of UBS, no person other than UBS or Union Bank of Switzerland has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock or the shares of Common Stock issuable upon exercise of the Warrants or the options. (e) On February 10, 2000, UBS ceased to be the beneficial owner of more than 5% of the Common Stock. Page 5 of 7 pages. 6 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 as of February 18, 2000 UBS CAPITAL LLC By: /s/ Charles J. Delaney ------------------------------------- Name: Charles J. Delaney Title: by Power of Attorney By: /s/ Marc Unger ------------------------------------- Name: Marc Unger Title: by Power of Attorney Page 6 of 7 pages. 7 Index to Exhibits EXHIBIT PAGE NO. IN - ------- SEQUENTIAL NUMBERING SYSTEM ---------------- 1. Unit Purchase Agreement dated as of November 15, 1996 among the Issuer, UBS and Certain Other Purchasers* 2. Certificate of Designation, Numbers, Powers, Preferences and Relative, Participating, Optional and Other Rights of Series A Convertible Preferred Stock of the Issuer* 3. Warrant Agreement dated as of November 15, 1996 between the Issuer and The First National Bank of Boston, Warrant Agent* 4. Registration Rights Agreement dated as of November 15, 1996 between the Issuer, UBS and the other Purchasers identified therein* 5. Power of Attorney - ---------------------------------- * Incorporated by reference to the Issuer's Current Report on Form 8-K pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, filed as of November 21, 1996. Page 7 of 7 pages. EX-99.5 2 POWER OF ATTORNEY 1 POWER OF ATTORNEY Know all men by these presents that UBS Capital LLC constitutes and appoints CHARLES DELANEY and MARC UNGER its true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for it and in its name, place and stead, in any and all capacities, acting jointly or individually, to sign any and all Securities and Exchange Commission Forms 3, Forms 4, Forms 5 and Schedules 13D and 13G and any all amendments thereto relating to Metrocall, Inc., and to file the same and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as UBS Capital LLC might or could do itself, hereby ratifying and confirming said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done or have done or caused to be done prior to this date, by virtue hereof. Dated: February 18, 2000 UBS CAPITAL LLC By: /s/ Louis R. Eber ----------------------------- Name: Louis R. Eber Title: Executive Director and Deputy General Counsel By: /s/ Sandra Costin ----------------------------- Name: Sandra Costin Title: Director -----END PRIVACY-ENHANCED MESSAGE-----