-----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, MRT3Z7hldCEFIPlFbqxvLOYkiAfpIzzReQSOQcwP4haZgYr2IP9d4+Ve7ih3/xTK pGl4h4L5elsNcS9zm1wkOw== 0000009749-98-000044.txt : 19980218 0000009749-98-000044.hdr.sgml : 19980218 ACCESSION NUMBER: 0000009749-98-000044 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980217 SROS: AMEX SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PAGEMART WIRELESS INC CENTRAL INDEX KEY: 0000947268 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 752575229 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-49887 FILM NUMBER: 98542955 BUSINESS ADDRESS: STREET 1: 6688 N CENTRAL EXPRESSWAY STREET 2: STE 800 CITY: DALLAS STATE: TX ZIP: 75206 BUSINESS PHONE: 2147505809 MAIL ADDRESS: STREET 1: 3333 LEE PARKWAY STREET 2: SUITE 100 CITY: DALLAS STATE: TX ZIP: 75219 FORMER COMPANY: FORMER CONFORMED NAME: PAGEMART NATIONWIDE INC /DE DATE OF NAME CHANGE: 19950627 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BANKERS TRUST NEW YORK CORP CENTRAL INDEX KEY: 0000009749 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 136180473 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 130 LIBERTY STREET CITY: NEW YORK STATE: NY ZIP: 10006 BUSINESS PHONE: 2122502500 MAIL ADDRESS: STREET 1: 130 LIBERTY STREET CITY: NEW YORK STATE: NY ZIP: 10006 FORMER COMPANY: FORMER CONFORMED NAME: BT NEW YORK CORP DATE OF NAME CHANGE: 19671107 SC 13G/A 1 PAGEMART WIRELESS INC BANKERS TRUST NEW YORK CORPORATION One Bankers Trust Plaza New York, New York 10006 Damian P. Reitemeyer Vice President Telephone: (212) 250-4599 February 17, 1998 Securities and Exchange Commission SEC Document Control 450 Fifth Street, N W Washington, DC 20549 Attn. : Filing Desk Dear Sirs : Re : Filing of Schedule 13G on PAGEMART WIRELESS INC Pursuant to Rule 13d-1 of the General Rules and Regulations copy under the Securities Exchange Act of 1934, the following is one of the Schedule 13G with respect to the common stock of the above referenced corporation. Please acknowledge your receipt of the Schedule 13G filing submission through the EDGAR-Link System software, by E-Mail confirmation. Sincerely, Damian P. Reitemeyer Enclosures Page 1 of 6 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 ) * -------- PAGEMART WIRELESS INC NAME OF ISSUER : Common Stock: No Par TITLE OF CLASS OF SECURITIES 69553J104 CUSIP NUMBER Check the following box if a fee is being paid with this statement [ ]. (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent there to reporting beneficial ownership of five percent or less of such class. ) ( See Rule 13d-7.) * 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 the disclosures provided in a prior cover page. The information required in the reminder 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). Continued on following page(s) Page 2 of 6 CUSIP No. 69553J104 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Bankers Trust New York Corporation, its wholly- owned subsidiary, Bankers Trust Company and its indirect wholly-owned subsidiary BT Investment Partners, Inc. 13-6180473 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [ ] (B) [x] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Bankers Trust New York Corporation, Bankers Trust Company and are New York Corporations. BT Investment Partners, Inc. is a Delaware Corporation. NUMBER OF 5. SOLE VOTING POWER SHARES Bankers Trust Company 103,900 shares BT Investment Partners 142,857 shares 246,757 shares BENEFICIALLY 6. SHARED VOTING POWER OWNED BY Bankers Trust Company 0 shares BT Investment Partners 0 shares 0 shares EACH 7. SOLE DISPOSITION POWER REPORTING Bankers Trust Company 116,200 shares BT Investment Partners 142,857 shares 259,057 shares PERSON 8. SHARED DISPOSITION POWER WITH Bankers Trust Company 0 shares BT Investment Partners 0 shares 0 shares 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Bankers Trust Company 116,200 shares BT Investment Partners 142,857 shares 259,057 shares 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW(9) EXCLUDES CERTAIN SHARES * [ ] Page 3 of 6 CUSIP No. 69553J104 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 Bankers Trust Company 0.2% BT Investment Partners 0.4% 0.6% 12. TYPE OF REPORTING PERSON * Bankers Trust New York Corporation - HC Bankers Trust Company - BK BT Investment Partners, Inc. - CO Item 1 (a) NAME OF ISSUER: PAGEMART WIRELESS INC CL A Item 1 (b) ADDRESSES OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 6688 North Central Expressway Suite 800 Dallas, TX 75206-9865 Item 2 (a) NAME OF PERSON FILING: Bankers Trust New York Corporation, its direct wholly-owned subsidiary, Bankers Trust Company, and its indirect wholly-owned subsidiary BT Investment Partners, Inc. Item 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE: 130 Liberty Street New York, New York 10006 Item 2(c) CITIZENSHIP: Bankers Trust New York Corporation and its direct wholly-owned subsidiary, Bankers Trust Company, are incorporated in the State of New York with their principal business offices located in New York. BT Investment Partners, Inc., is incorporated in the State of Delaware. Item 2(d) TITLE OF CLASS OF SECURITIES: Common Stock: No Par Value Item 2 (e) CUSIP NUMBER: 69553J104 CUSIP No. 69553J104 Page 4 of 6 Item 3 THE PERSON FILING IS A: For Bankers Trust New York Corporation, (g) [X] Parent Holding Company, in accordance with Section 240.13d-1(b) (ii) (G) For Bankers Trust Company, (b) [X] Bank as defined in Section 3(a)(6) of the Act For BT Investment Partners BT Investment Partners is a incorporated in the State of Delaware with its principal business office located in New York. Item 4 OWNERSHIP: As of December 31, 1997 (a) Amount Beneficially Owned: Bankers Trust Company 116,200 shares BT Investment Partners 142,857 shares 259,057 shares (b) Percent of Class: Bankers Trust Company 0.2% BT Investment Partners 0.4% 0.6% (c) Number of shares as to which the Bank has: (i) Sole power to vote or to direct the vote - Bankers Trust Company 103,900 shares BT Investment Partners 142,857 shares 246,757 shares (ii) Shared power to vote or to direct the vote - Bankers Trust Company 0 shares BT Investment Partners 0 shares 0 shares CUSIP No. 69553J104 Page 5 of 6 (iii) Sole power to dispose or to direct the disposition of - Bankers Trust Company 116,200 shares BT Investment Partners 142,857 shares 259,057 shares (iv) Shared power to dispose or to direct the disposition of- Bankers Trust Company 0 shares BT Investment Partners 0 shares 0 shares BT Investment Partners is a party to the Amended and Restated Agreement Among Certain Stockholders dated as of May 10, 1997 (the Stockholders Agreement), which contains provisions regarding, among other things, restrictions on transferability and voting of the Companys Class A Common Stock and certain agreement as to sales or other dispositions of Class A Common Stock. Upon information and belief, more than ten percent (10%) of the Companys Class A Common Stock is subject to the Stockholders Agreement. Notwithstanding the foregoing, the undersigned disclaims membership in any group for purposes of Section 13(d) or 13(g) of the Exchange Act by virtue of the Stockholders Agreement. Item 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS: Not applicable. Item 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON: Not applicable. Item 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY: See Item 3 above and Exhibit to Item 7. Item 8 IDENTIFICATION AND CLASSIFICATION OF THE MEMBERS OF THE GROUP: While BT Investment Partners disclaims membership in any group or beneficial ownership of any securities of the Issuer other than the securities set forth herein, attached hereto as Exhibit 2 is a list of the other parties to the Stockholders Agreement referred to in Item 4 above. Page 6 of 6 CUSIP No. 69553J104 Item 9 NOTICE OF DISSOLUTION OF GROUP: Not applicable. Item 10 CERTIFICATION: By signing below I certify that , to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. 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. Date: as of December 31, 1997 Signature: Bankers Trust New York Corporation By : /s/James T. Byrne, Jr. Name : James T. Byrne, Jr. Title: Secretary Signature: Bankers Trust Company By : /s/James T. Byrne, Jr. Name : James T. Byrne, Jr. Title: Secretary Signature: BT Investment Partners, Inc. By: /s/Sandra L. West Name: Sandra L. West Title: Secretary EXHIBIT A TO ITEM 7 The chain of ownership from Bankers Trust New York Corporation to BT Investment Partners, Inc. is shown below: Bankers Trust New York Corporation | 100% | BT Holdings (New York) Inc. | 100% | BT Investment Partners, Inc. EXHIBIT B TO ITEM 7 The chain of ownership from Bankers Trust New York Corporation to Bankers Trust Company is shown below: Bankers Trust New York Corporation | 100% | Bankers Trust Company EXHIBIT 2 EXHIBIT TO ITEM 8 Pursuant to Item 8, the signatories to the Amended and Restated Stockholders Agreement dated May 10, 1997 relating to PageMart Wireless Inc. are: SIGNATORIES TO THE AMENDED AND RESTATED STOCKHOLDERS AGREEMENT 1. The Morgan Stanley Leveraged Equity Fund II L.P. 2. Morgan Stanley Leveraged Equity Fund II, Inc. 3. Morgan Stanley, Dean Witter, Discover & Co. 4. Morgan Stanley Capital Partners III, L.P. 5. MSCP III, L.P. 6. Morgan Stanley Capital Partners III, Inc. 7. Morgan Stanley Capital Investors, L.P. 8. MSCP III 892 Investors, L.P. 9. Morgan Stanley Venture Capital Fund II, L.P. 10. Morgan Stanley Venture Capital Partners II, L.P. 11. Morgan Stanley Venture Capital II, Inc. 12. Morgan Stanley Venture Capital Fund, L.P. 13. Morgan Stanley Venture Partners L.P. 14. Morgan Stanley Venture Capital Inc. 15. Morgan Stanley Venture Capital Fund II, C.V. 16. Morgan Stanley Venture Investors, L.P. 17. First Plaza Group Trust 18. General Motors Investment Management Corporation 19. Accel Telocom L.P. 20. Accel Investors 89 L.P. 21. Accel III L.P. 22. Accel III Associates L.P. 23. Accel Telecom Associates L.P. 24. Arthur C. Patterson 25. James R. Swartz 26. Swartz Family Partnership 27. Paul H. Klingenstein 28. James W. Breyer 29. Donald A Gooding 30. G. Carter Sednaoui 31. BT Investment Partners, Inc. 32. Leadership Investments Ltd. 33. Empresas La Moderna, S.A. de C.V. 34. Seguros Commercial America, S.A. de C.V. 35. Alfonso Romo Garza 36. TD Capital Group Ltd. 37. The Toronto-Dominion Bank 38. Ellmore C. Patterson EXHIBIT 2 EXHIBIT TO ITEM 8 SIGNATORIES TO THE AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (continued) 39. Anne H. Patterson 40. Cezary Pasiuk 41. Brandywine Trust Company, et. al., Trustees U/A 5/4/56 FBO Jane C. Beck 42. Brandywine Trust Company, Trustee U/A 2/10/56 FBO Michael E. Patterson 43. Brandywine Trust Company, Trustee U/A 2/10/56 FBO Robert E. Patterson 44. Brandywine Trust Company, Trustee U/A 2/10/56 FBO David C. Patterson 45. Brandywine Trust Company, Trustee U/A 2/10/56 FBO Thomas H. C. Patterson 46. Brandywine Trust Company, Trustee U/A 2/10/56 FBO Eloise C. Patterson 47. Brandywine Trust Company, Trustee U/A 2/10/56 FBO David G. Patterson 48. Brandywine Trust Company, Trustee U/A 2/10/56 FBO Daphne D Patterson 49. Michael E. Patterson & Elena C. Patterson, Trustees U/A 9/6/90 FBO Anne H. Patterson 50. Michael E. Patterson & Elena C. Patterson, Trustees U/A 9/6/90 FBO Elena A. Patterson 51. Michael E. Patterson & Elena C. Patterson, Trustees U/A 9/6/90 FBO Michael E. Patterson, Jr. 52. Kaplan, Choate Management Inc. 53. John D. Beletic -----END PRIVACY-ENHANCED MESSAGE-----