Arch Wireless, Inc. - Metrocall Holdings, Inc.

Arch Wireless, Inc. and Metrocall Holdings, Inc. have filed applications pursuant to Section 310(d) of the Communications Act of 1934, as amended.1 In these applications, the Applicants seek Commission approval of the transfer of control of licenses and authorizations held by subsidiaries of Arch and Metrocall to a newly-formed company, Wizards-Patriots Holdings, Inc.

Interested parties must file petitions to deny no later than June 9, 2004. Oppositions to such pleadings must be filed no later than June 21, 2004. Replies to such pleadings must be filed no later than June 28, 2004. All filings concerning matters referenced to in this Public Notice should refer to DA 04-1289 and WT Docket No. 04-171, as well as the specific file numbers of the individual applications or other matters to which the filings pertain.

Timeline

Public Notices

11/8/04
Assignment of License Authorization Applications

5/10/04
Arch Wireless, Inc. and Metrocall Holdings, Inc. Seek FCC Consent to Transfer Control of Licenses and Authorizations: Pleading Cycle Established (WT Docket No. 04-171).
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Applications

• 4/13/04 Application: 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | 11 | 12 | 13

Background

These transfer of control applications were filed in connection with the proposed merger of Archç?´ and Metrocallç?´ operations. The Applicants state that, pursuant to the Agreement and Plan of Merger, the shareholders of Metrocall will receive $150 million in cash and shares in Newco in exchange for their existing Metrocall shares. Post-transaction, the Applicants state that Archç?´ existing shareholders will own approximately 72.5% of Newco, and Metrocallç?´ shareholders will own the remaining 27.5%.4 The Applicants further state that no shareholder currently owns more than 10% of Arch, and no shareholder of Arch or Metrocall will own more than 10% of Newco.5 With respect to governance, the Applicants state that Newcoç?´ board of directors will be initially composed of four members each from the current Arch and Metrocall boards, and one individual who is now a substantial shareholder of Arch. The Applicants state that there is no voting rights agreement or any other extraordinary restriction on the boardç?´ composition. Following consummation of the proposed transaction, management of Newco will be led by Metrocallç?´ current President and CEO, who will serve as President, CEO, and as a member of the board.

Clock History

Day 1 was on: 5/10/04
This information was last updated on: 6/3/05