-----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, QKhNoNVeNJN+yfeigvZ1r5hK4w3XCMXhnyM+Ac4P7BQlR31MBZbMtnUdSa6gQEn5 g2mPUHsyv23MoINfSlz1Jg== 0000950133-02-002240.txt : 20020611 0000950133-02-002240.hdr.sgml : 20020611 20020610172610 ACCESSION NUMBER: 0000950133-02-002240 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20020606 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020610 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21924 FILM NUMBER: 02675631 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 8-K 1 w61378ae8vk.txt CURRENT REPORT ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2002 METROCALL, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 0-21924 54-1215634 -------- ------- ---------- (State or other jurisdiction of (Commission (I.R.S. Employer incorporation ) File Number) Identification No.) 6677 Richmond Highway, Alexandria, Virginia 22306 ------------------------------------------- ---------- (Address of principal executive (Zip Code) offices) Registrant's telephone number, including area code: (703) 660-6677 ================================================================================ Item 5. Other Events. On June 6, 2002, the Bankruptcy Court entered an Interim Order Pursuant to Sections 362 and 105(A) Of the Bankruptcy Code Establishing Notification Procedures Regarding Applicability of the Automatic Stay Limiting Certain Transfers of Common Stock and Preferred Stock of Metrocall, Inc (the "Order"). The Order is attached as Exhibit 99.1 hereto and is hereby incorporated by reference into this Item 5. On June 7, 2002 Metrocall sent a Notice of Interim Order Limiting the Sale or Transfer of Common Stock, Preferred Stock and Interests Therein of Metrocall, Inc. Pursuant to the Automatic Stay (the "Notice") to all known holders of stock of Metrocall, Inc. and the transfer agent for Metrocall. The Notice is attached as Exhibit 99.2 hereto and is hereby incorporated by reference into this Item 5. On June 10, 2002, Metrocall issued a press release regarding the Order and the Notice. That press release is attached as Exhibit 99.3 hereto and is hereby incorporated by reference into this Item 5. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits.
Exhibit No. Description - ----------- ----------- 99.1 Interim Order Pursuant to Sections 362 and 105(A) Of the Bankruptcy Code Establishing Notification Procedures Regarding Applicability of the Automatic Stay Limiting Certain Transfers of Common Stock and Preferred Stock of Metrocall, Inc. 99.2 Notice of Interim Order Limiting the Sale or Transfer of Common Stock, Preferred Stock and Interests Therein of Metrocall, Inc. 99.3 Press Release dated June 10, 2002.
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. METROCALL, INC. By: /s/ VINCENT D. KELLY ------------------------ Name: Vincent D. Kelly Title: Executive Vice President, Chief Operating Officer, Chief Financial Officer and Treasurer Dated: June 10, 2002 EXHIBIT INDEX
Exhibit No. Description - ----------- ----------- 99.1 Interim Order Pursuant to Sections 362 and 105(A) Of the Bankruptcy Code Establishing Notification Procedures Regarding Applicability of the Automatic Stay Limiting Certain Transfers of Common Stock and Preferred Stock of Metrocall, Inc. 99.2 Notice of Interim Order Limiting the Sale or Transfer of Common Stock, Preferred Stock and Interests Therein of Metrocall, Inc. 99.3 Press Release dated June 10, 2002.
EX-99.1 3 w61378aexv99w1.txt INTERIM ORDER EXHIBIT 99.1 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: ) Chapter 11 ) METROCALL, INC., et al.,(1) ) Case No. 02-11579 (RB) ) (Jointly Administered) Debtors. ) INTERIM ORDER PURSUANT TO SECTIONS 362 AND 105(a) OF THE BANKRUPTCY CODE ESTABLISHING NOTIFICATION PROCEDURES REGARDING APPLICABILITY OF THE AUTOMATIC STAY LIMITING CERTAIN TRANSFERS OF COMMON STOCK AND PREFERRED STOCK OF METROCALL, INC. Upon the motion dated June 3, 2002 (the "Motion") of Metrocall, Inc. (the "Debtor") and its subsidiaries, as debtors and debtors in possession (collectively, the "Debtors"), for an order (the "Order") pursuant to sections 362 and 105(a) of title 11, United States Code (the "Bankruptcy Code") establishing notification procedures regarding the applicability of the automatic stay limiting certain transfers of Stock(2); and the Court having jurisdiction to consider and determine the Motion as a core proceeding in accordance with 28 U.S.C. Sections 157 and 1334; and it appearing that the relief requested by the Motion is necessary and in the best interests of the Debtors, their estates, and their creditors; and due and adequate notice having been given under the circumstances, and it appearing that no other or further notice need be given; and sufficient cause appearing therefore, IT IS HEREBY FOUND THAT: - -------- (1) The Debtors are Metrocall, Inc. and its direct and indirect wholly-owned subsidiaries, Metrocall USA, Inc., Advanced Nationwide Messaging Corporation, MSI, Inc., McCaw RCC Communications, Inc. and Mobilfone Service, L.P. (2) Capitalized terms not otherwise defined herein shall have the meanings ascribed in the Motion. 2 A. The Debtors' consolidated net operating loss ("NOL") carryforwards, together with the depreciable basis of the Debtors' assets, together with other tax attributes stemming therefrom, may be property of the Debtors' estates and may be protected by the automatic stay prescribed in section 362 of the Bankruptcy Code. B. Transfers by holders of the Stock against the Debtor prior to the Debtors' emergence from chapter 11 could severely limit the Debtors' ability to preserve the depreciable basis in their assets and thereby the ability to utilize depreciation and amortization charges for depreciable assets and intangibles and to take advantage of certain other tax attributes for U.S. federal income tax purposes, as set forth in the Motion. C. The procedures requested in the Motion to notify holders of Metrocall, Inc. Stock (i) that sales or transfers of Metrocall, Inc. Stock shall be subject to certain restrictions and notice provisions as certain transfers of stock may be restricted by virtue of the Automatic Stay, and (ii) certain procedures must be satisfied before the sale or other transfer of Metrocall, Inc. Stock against the Debtor may be deemed effective, are necessary and proper in order to preserve the Debtors' ability to maintain the depreciable basis of the Estates' assets which are an essential element of the Debtors' proposed Plan of Reorganization and are therefore in the best interests of the Debtors, their estates, and their creditors and stockholders. D. The relief requested in the Motion is authorized under sections 362 and 105(a) of the Bankruptcy Code. THEREFORE, IT IS HEREBY: 3 ORDERED that the Debtors' Motion is granted as set forth herein; and it is further ORDERED that any Restricted Transfer (as defined below) in violation of the procedures set forth herein may be null and void ab initio as an act in violation of the automatic stay prescribed in sections 362 and 105(a) of the Bankruptcy Code upon further hearing; and it is further ORDERED that the following persons and entities (within the meaning of Section 382(3) of the Internal Revenue Code) that intend to sell, purchase, trade, assign, acquire, gift or transfer by other means (collectively, a "Transfer") any Metrocall, Inc. common stock or preferred stock, or options, warrants, or other rights therein (the "Stock") must provide notice to the Debtors of any intended Transfer at least five business days prior to such Transfer and must (i) represent in such notice that the proposed Transfer will not and shall not result in an "ownership change" with respect to Metrocall, Inc. within the meaning of section 382 of the Internal Revenue Code and (ii) must set forth with specificity the explanation or details in support of any such representation (a "Transfer Notification"): (a) any person or entity (within the meaning of Section 382) who does not Own (as defined below) any Stock, or who Owns less than 5% of each class of the Stock, that intends to Transfer or otherwise obtain Ownership of an amount which, when added to such person's or entity's total Ownership, if any, equals or exceeds 4.99% of any such class of the Stock, - -------- (3) Defined terms not otherwise defined herein shall have the meaning ascribed thereto in the Motion. 4 (b) any person or entity (within the meaning of Section 382) that Owns at least 5% of any class of the Stock, and (c) any person or entity (within the meaning of Section 382) who Owns less than 5% of each class of the Stock, that intends to Transfer (i) Ownership of an amount which, when added to the acquiring or purchasing person's or entity's total Ownership, if any, would equal or exceed 4.99% of any such class of the Stock held by that acquiring or purchasing party or entity (within the meaning of Section 382) or (ii) to any party set forth in paragraph (b) above (proposed Transfers within paragraph (a), (b) and (c) are the "Restricted Transfers") and (the persons and entities identified in sub-paragraphs (a), (b) and (c) supra are the "Restricted Classes") ; and it is further ORDERED that the restrictions established in the immediately preceding Ordered paragraph shall apply only to the Restricted Classes; and it is further ORDERED that any intended party or entity shall also be required to provide the Debtors with an affidavit attesting to the representations made in any Transfer Notification as may be required by the Debtors; and it is further ORDERED that Metrocall, Inc. shall have five days upon receipt of any Transfer Notification to provide a written objection to the issuing party or entity; and it is further ORDERED that in the event that Metrocall, Inc. timely provides a written objection to any Transfer Notification, than such Restricted Transfer shall be stayed pursuant to section 362 of the Bankruptcy Code; and it is further ORDERED that Equiserve Trust, N.A., the "Transfer Agent" for Metrocall, Inc. shall be directed not to give effect to or implement any proposed Restricted Transfer of Metrocall, Inc. Stock unless and until it has received either (i) written authorization from the Chief Financial Officer of Metrocall, Inc. or (ii) written notification from the party or entity seeking to implement the Restricted Transfer, that is has issued the Transfer Notification and that the Debtors have not objected to the proposed Restricted Transfer as set forth above; and it is further ORDERED that for the purposes of this Order, "Ownership" of a claim against the Debtor shall be determined in accordance with applicable rules under Section 382 and, thus, shall include, but not be limited to, direct and indirect ownership (e.g., a holding company would be considered to beneficially own all shares owned or acquired by its subsidiaries), ownership by members of such person's family and persons acting in concert, and in certain cases, the creation or issuance of an option (in any form), and (ii) any variation of the term "Ownership" (e.g., Own) shall have the same meaning; and it is further ORDERED that the Debtors shall serve a notice of the entry of this Order setting forth the procedures authorized herein substantially in the form annexed hereto on all known holders of Stock and the Transfer Agent. Upon receipt of such notice, the Transfer Agent shall send such notice to all holders of the Stock, as applicable, registered with such indenture trustee 5 or transfer agent. Any such registered holder shall, in turn, provide such notice to any holder for whose account such registered holder holds such Stock, as applicable. Any such holder shall, in turn, provide such notice to any person or entity for whom such holder holds the Stock. Additionally, the Debtors shall serve such notice on all parties who file notices of transfers of Stock under Fed. R. Bankr. P. 3001(e) and publish notice in the Wall Street Journal (National Edition); and it is further ORDERED that the requirements set forth in this Order are in addition to the requirements of Rule 3001(e) of the Federal Rules of Bankruptcy Procedure and applicable securities, corporate, and other laws, and do not excuse compliance therewith. Date: June , 2002 ------------ ---------------------------------- The Honorable Ronald Barliant 6 EX-99.2 4 w61378aexv99w2.txt NOTICE OF INTERIM ORDER EXHIBIT 99.2 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: ) Chapter 11 ) METROCALL, INC., et al.,(1) ) Case No. 02-11579 (RB) ) (Jointly Administered) Debtors. ) NOTICE OF INTERIM ORDER LIMITING THE SALE OR TRANSFER OF COMMON STOCK, PREFERRED STOCK AND INTERESTS THEREIN OF METROCALL, INC. PURSUANT TO THE AUTOMATIC STAY TO ALL PERSONS OR ENTITIES HOLDING COMMON STOCK OR PREFERRED STOCK OF METROCALL, INC., INCLUDING BUT NOT LIMITED TO ANY WARRANTS, OPTIONS OR OTHER RIGHTS TO ACQUIRE SUCH STOCK (COLLECTIVELY, THE "STOCK") PLEASE TAKE NOTICE that on June 3, 2002 (the "Commencement Date"), Metrocall, Inc. and its direct and indirect wholly-owned subsidiaries (collectively "Metrocall" or the "Debtors") commenced a case under chapter 11 of title 11, United States Code (the "Bankruptcy Code"). Section 362(a) of the Bankruptcy Code operates as a stay of any act to obtain possession of property of the Debtors' estates or of property from the Debtors' estates or to exercise control over property of the Debtors' estates. PLEASE TAKE FURTHER NOTICE that on June 4, 2002, the Debtors filed and the Court held a preliminary hearing (the "Hearing") on the Motion of Debtors Pursuant to Sections 362 and 105(A) Of the Bankruptcy Code Establishing Notification Procedures Regarding Applicability of the Automatic Stay Limiting Certain Transfers of Common Stock, Preferred Stock and Interests Therein (the "Motion"). PLEASE TAKE FURTHER NOTICE that objections or other responses, if any, to entry of a final order on the Motion must be filed with the United States Bankruptcy Court for the District of Delaware, 824 Market Street, Wilmington, DE 19801 (the "Bankruptcy Court") and served upon the Debtors, with copies served upon (i) Schulte Roth & Zabel LLP, 919 Third Avenue, New York, NY 10022, Attn: Jeffrey S. Sabin, Counsel to the Debtors, (ii) Pachulski, Stang, Ziehl, Young & Jones, P.C., 919 North Market Street, 16th Floor, Wilmington, DE 19899, Attn: Laura Davis Jones, Co-counsel to the Debtors, (iii) Mayer Brown Rowe & Maw, 1627 Broadway, New York, NY 10019, Attn: Ken Noble, Esquire, Counsel for the Secured Lenders, (iv) the Office of the United States Trustee, 844 King Street, Suite 2313, Wilmington, DE 19801, Attn.: Joseph J. McMahon, Jr., Esquire, no later than JULY 1, 2002 AT 12:00 P.M. (EST). - -------- (1) The Debtors are Metrocall, Inc. and its direct and indirect wholly-owned subsidiaries, Metrocall USA, Inc., Advanced Nationwide Messaging Corporation, MSI, Inc., McCaw RCC Communications, Inc. and Mobilfone Service, L.P. PLEASE TAKE FURTHER NOTICE that if objections or other responses are timely filed in accordance with this Notice, a final hearing on the Motion will be held on JULY 8, 2002 AT 2:30 P.M. before the Honorable Ronald Barliant, United States Bankruptcy Court for the District of Delaware by designation, 844 N. King St., Second Floor, Wilmington, Delaware. If you fail to respond or object in accordance with this notice, the court may grant the final relief requested in the Motion without further notice or hearing. PLEASE TAKE FURTHER NOTICE that on June 4, 2002, the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court") having jurisdiction over these chapter 11 cases approved entry of an interim order on the Motion (i) finding that the Debtors' tax attributes may be property of the Debtors' estates and are may be protected by section 362(a) of the Bankruptcy Code; (ii) finding that unrestricted trading of certain interests in the Debtors could limit the Debtors' ability to utilize their tax attributes for U.S. federal income tax purposes, and (iii) approving the procedures set forth below in order to preserve the Debtors' tax attributes pursuant to sections 362(a) and 105(a) of the Bankruptcy Code (the "Interim Order"). ANY SALE OR OTHER TRANSFER IN VIOLATION OF THE PROCEDURES SET FORTH BELOW MAY BE NULL AND VOID AB INITIO AS AN ACT IN VIOLATION OF THE AUTOMATIC STAY UNDER SECTIONS 362 AND 105(a) OF THE BANKRUPTCY CODE UPON FURTHER HEARING. PLEASE TAKE FURTHER NOTICE that the following persons and entities (within the meaning of Section 382 of the Internal Revenue Code) that intend to sell, purchase, trade, assign, acquire, gift or transfer by other means (collectively, a "Transfer") any Metrocall, Inc. common stock or preferred stock, or options, warrants, or other rights therein (the "Stock") must provide notice to the Debtors of any intended Transfer at least five business days prior to such Transfer and must (i) represent in such notice that the proposed Transfer will not and shall not result in an "ownership change" with respect to Metrocall, Inc. within the meaning of section 382 of the Internal Revenue Code and (ii) must set forth with specificity the explanation or details in support of any such representation (a "Transfer Notification"): (a) any person or entity (within the meaning of Section 382) who does not Own (as defined below) any Stock, or who Owns less than 5% of each class of the Stock, that intends to Transfer or otherwise obtain Ownership of an amount which, when added to such person's or entity's total Ownership, if any, equals or exceeds 4.99% of any such class of the Stock, (b) any person or entity (within the meaning of Section 382) that Owns at least 5% of any class of the Stock, and (c) any person or entity (within the meaning of Section 382) who Owns less than 5% of each class of the Stock, that intends to Transfer (i) Ownership of an amount which, when added to the acquiring or purchasing person's or entity's total Ownership, if any, would equal or exceed 4.99% of any such class of the Stock held by that acquiring or purchasing party or entity (within the meaning of Section 382) or (ii) to 2 any party set forth in paragraph (b) above (the proposed Transfers within paragraphs (a), (b) and (c) above are "Restricted Transfers" )and (the persons and entities identified in sub-paragraphs (a), (b) and (c) above are the "Restricted Classes"); PLEASE TAKE FURTHER NOTICE THAT THE RESTRICTIONS ESTABLISHED IN THE IMMEDIATELY PRECEDING ORDERED PARAGRAPH (AND SUB-PARAGRAPHS) SHALL APPLY ONLY TO THE RESTRICTED TRANSFERS AND THE RESTRICTED CLASSES For purposes of this Notice, (i) "Ownership" of a claim against the Debtors shall be determined in accordance with applicable rules under Section 382 of the Internal Revenue Code and, thus, shall include, but not be limited to, direct and indirect ownership (e.g., a holding company would be considered to beneficially own all shares owned or acquired by its subsidiaries), ownership by members of such person's family and persons acting in concert, and in certain cases, the creation or issuance of an option (in any form), and (ii) any variation of the term "Ownership" (e.g., Own) shall have the same meaning. For the purpose of this Notice "ownership change" pursuant to section 382 of the Internal Revenue Code occurs, if "immediately after an owner shift involving a 5-percent shareholder or any equity structure shift (A) the percentage of the stock of the loss corporation owned by one or more 5-percent shareholders has increased by more than fifty (50) percentage points, over (B) the lowest percentage of stock of the loss corporation (or any predecessor corporation) owned by such shareholders at any time during the testing period". (The testing period is the 3 year period preceding the taxable year in which the ownership change occurs.) 26 U.S.C. Section 382(g). There is an owner shift involving a 5-percent shareholder if "there is any change in the respective ownership of stock of a corporation, and ... such change affects the percentage of stock of such corporation owned by any person who is a 5-percent shareholder before or after such change." PLEASE TAKE FURTHER NOTICE that pursuant to the Interim Order, Equiserve Trust, N.A., the "Transfer Agent" for Metrocall, Inc. shall be directed not to give effect to any Restricted Transfer of Stock other then in accordance with the procedures set forth in this Notice and the Interim Order. PLEASE TAKE FURTHER NOTICE that absent receipt of a written objection by Metrocall, Inc. issued no later than five business days following Metrocall, Inc.'s receipt of any such Transfer Notification, such person or entity issuing the Transfer Notification may then give written notice to the Transfer Agent that no objection to the Transfer Notification was made by Metrocall, Inc. and, in such an event, the Transfer Agent shall be authorized to give effect to and implement the Restricted Transfer PLEASE TAKE FURTHER NOTICE that any Transfer Notification set forth herein shall in the case of Metrocall, Inc. and the Debtors be delivered to: 3 Metrocall, Inc. 6910 Richmond Highway Alexandria, Virginia 22306 Attn: George Moratis, Vice President of Finance Phone: 703-660-6677 Fax: 703-721-3088 and in the case of the Transfer Agent be delivered to: Equiserve Trust, N.A. 525 Washington Blvd. Jersey City, New Jersey 07310 Attn: John Piskadlo Phone: 201-324-0498 Fax: 201-222-4679 FAILURE TO FOLLOW THE PROCEDURES SET FORTH IN THIS NOTICE MAY CONSTITUTE A VIOLATION OF THE AUTOMATIC STAY PRESCRIBED BY SECTION 362 OF THE BANKRUPTCY CODE. ANY RESTRICTED TRANSFER OF THE METROCALL, INC. STOCK, IN VIOLATION OF THE BANKRUPTCY COURT'S ORDER MAY BE FOUND TO BE NULL AND VOID AB INITIO AND MAY BE PUNISHED BY CONTEMPT OR OTHER SANCTIONS IMPOSED BY THE BANKRUPTCY COURT UPON FURTHER HEARING. PLEASE TAKE FURTHER NOTICE that the requirements set forth in this Notice are in addition to the requirements of Rule 3001(e) of the Federal Rules of Bankruptcy Procedure and applicable securities, corporate, and other laws, and do not excuse compliance therewith. PLEASE TAKE FURTHER NOTICE that, subject to certain exceptions, the automatic stay prescribed by section 362 of the Bankruptcy Code also prohibits (i) the commencement or continuation, including the issuance or employment of process, of a judicial, administrative, or other action or proceeding against the Debtors that was or could have been commenced before the Commencement Date, or to recover a claim against the Debtors that arose before the Commencement Date, (ii) the enforcement, against the Debtors or against property of their estates, of a judgment obtained before the Commencement Date, (iii) any act to obtain possession of property of the Debtors' estates or of property from their estates or to exercise control over property of their estates, (iv) any act to create, perfect, or enforce any lien against property of the Debtors' estates, (v) any act to create, perfect, or enforce against property of the Debtors any lien to the extent that such lien secures a claim that arose before the Commencement Date, (vi) any act to collect, assess, or recover a claim against the Debtors that arose before the Commencement Date, (vii) the setoff of any debt owing to the Debtors that arose before the 4 Commencement Date against any claim against the Debtors, and (viii) the commencement or continuation of a proceeding before the United States Tax Court concerning the Debtors. Parties are directed to review the text of the Bankruptcy Code to understand their rights and obligations. Dated: June __, 2002 SCHULTE ROTH & ZABEL LLP Jeffrey S. Sabin 919 Third Avenue New York, New York 10022 Telephone: (212) 756-2000 Facsimile: (212) 593-5955 and PACHULSKI, STANG, ZIEHL, YOUNG & JONES P.C. ----------------------------------------------- Laura Davis Jones (Bar No. 2436) 919 North Market Street, 16th Floor P.O. Box 8705 Wilmington, Delaware 19899-8705 (Courier 19801) Telephone: (302) 652-4100 Facsimile: (302) 652-4400 [proposed] Attorneys for the Debtors and Debtors in Possession EX-99.3 5 w61378aexv99w3.txt PRESS RELEASE [METROCALL LOGO] FOR IMMEDIATE RELEASE: MONDAY, JUNE 10, 2002 Metrocall Contact: Timothy J. Dietz Director, Corporate Communications & Investor Relations (703) 660-6677x6231 dietzt@metrocall.com METROCALL IS GRANTED ORDER RESTRICTING TRADING Alexandria, VA, June 10, 2002 - Metrocall, Inc. (OTCBB-MCLLQ) announced today that, pursuant to a court order entered on June 6, the Company has obtained approval to restrict trading in its preferred stock and common stock with respect to certain categories of shareholders or trades. As previously announced, Metrocall filed a voluntary petition for reorganization in bankruptcy on June 3, 2002. The proposed plan of reorganization does not provide for any recovery for the holders of equity of the Company. Any shareholders who are restricted from selling their Metrocall stock as a result of the order described above should consult their tax advisors regarding the availability of a "worthless security" deduction in respect of their stock. In general, owners of securities are entitled to worthless security deductions in the taxable years of the owners in which the security becomes worthless and the worthlessness is evidenced by an "identifiable event." Whether the Metrocall stock is worthless, and when it becomes worthless for tax purposes, is a question of fact. The bankruptcy court order entered on June 6 serves to restrict trading in the Company's stock by any shareholder that currently owns 5% or more of the outstanding capital stock of the Company, will own 5% or more of the outstanding capital stock of the Company after the proposed transfer, or intends to transfer any portion of its capital stock to any shareholder which falls into either of the preceding two categories. Any shareholder who falls into one or more of the above categories must provide a notice to the Company at least five business days prior to the proposed transfer (which includes any sale, purchase, trade, assignment, acquisition, gift or transfer by other means) of either the Company's common stock or preferred stock, or any options, warrants or other rights therein. In the notice provided to the Company, the shareholder must represent that the proposed transfer will not result in an "ownership change" with respect to Metrocall within the meaning of Section 382 of the Internal Revenue Code, and must provide a detailed explanation supporting this representation. Metrocall has given instructions to Equiserve Trust, N.A., its transfer agent, not to process any transfer which would trigger such an ownership change. Any transfer in violation of the procedures established by this order will be null and void. A notice containing a more complete description of the restrictions imposed by this order will be sent to all Metrocall shareholders of record. This notice also contains information regarding procedures to be followed by any shareholder that wishes to object to these trading restrictions. All objections must be filed with the Bankruptcy Court in Delaware on or before July 1, 2002 at 12 noon and all shareholders who have timely filed an objection will have the opportunity to be heard on July 8, 2002 at 2:30 p.m. at the Bankruptcy Court in Wilmington, Delaware. ABOUT METROCALL, INC. Metrocall, Inc. headquartered in Alexandria, Virginia, is one of the largest wireless data and messaging companies in the United States providing both products and services to nearly five million business and individual subscribers. Metrocall was founded in 1965 and currently employs approximately 2,300 people nationwide. The Company currently offers two-way interactive messaging, wireless e-mail and Internet connectivity, cellular and digital PCS phones, as well as one-way messaging services. Metrocall operates on many nationwide, regional and local networks and can supply a wide variety of customizable Internet-based information content services. Also, Metrocall offers totally integrated resource management systems and communications solutions for business and campus environments. Metrocall's wireless networks operate in the top 1,000 markets across the nation and the Company has offices in more than thirty states. For more information on Metrocall please visit our Web site and on-line store at www.Metrocall.com or call 800-800-2337. SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 This press release includes "forward-looking statements," within the meaning of the federal securities laws, that involve uncertainties and risks. These include statements regarding events or developments that Metrocall expects or anticipates will occur in the future, such as statements about Metrocall's plans to address a restructuring of Metrocall's balance sheet. A number of risks and uncertainties could cause actual results, events, and developments to differ from expectations. Business Risks include the possibility that two-way service may lack vendor support, quantity and quality. Please refer to Metrocall's most recent annual report on Form 10-K, and any subsequently filed reports on Form 10-Q and Form 8-K, as well as its other filings with the Securities and Exchange Commission, for a complete discussion of these and other important factors that could cause actual results to differ materially from those projected by these forward-looking statements. -----END PRIVACY-ENHANCED MESSAGE-----