PUBLIC NOTICE![](media/image1.png){width="0.6541666666666667in"
height="0.6604166666666667in"}

FEDERAL COMMUNICATIONS COMMISSION

445 TWELFTH STREET, S.W.

WASHINGTON, D.C. 20554 **DA 04-1289**

News media information 202/418-0500 Fax-On-Demand 202/418-2830 Internet:
http://www.fcc.gov ftp.fcc.gov

**Released: May 10, 2004**

**ARCH WIRELESS, INC. AND**

**METROCALL HOLDINGS, INC. SEEK FCC CONSENT**

**TO TRANSFER CONTROL OF LICENSES AND AUTHORIZATIONS**

**WT Docket No. 04-171**

**PLEADING CYCLE ESTABLISHED**

**Petitions to Deny Due: June 9, 2004**

**Oppositions Due: June 21, 2004**

**Replies Due: June 28, 2004**

I.  **introduction**

Arch Wireless, Inc. ("Arch") and Metrocall Holdings, Inc. ("Metrocall")
(collectively, "the Applicants") 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. ("Newco").[^2] This transfer of control will take place
as a result of a proposed transaction between Arch and Metrocall,
whereby the licensee entities of the Applicants will become wholly-owned
subsidiaries of Newco, which will be majority owned and controlled by
Arch's existing shareholders.[^3] These transfer of control applications
pertain to licenses for the Part 22 Paging and Radiotelephone Service,
the Part 24 Narrowband Personal Communications Service, the Part 25
Satellite Earth Station Service, the Part 90 Private Carrier Paging,
Industrial/Business Pool and Public Safety Services, and the Part 101
Public Safety and Private Operational Fixed Point-to-Point Microwave
Services.

II. **Description of Transaction**

These transfer of control applications were filed in connection with the
proposed merger of Arch's and Metrocall's 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 Arch's existing shareholders
will own approximately 72.5% of Newco, and Metrocall's 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 Newco's 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 board's
composition. Following consummation of the proposed transaction,
management of Newco will be led by Metrocall's current President and
CEO, who will serve as President, CEO, and as a member of the board.

**III.** **SECTION 310(d) APPLICATIONS**

A.  **Non-*Pro Forma* Applications**

The following applications for consent to the transfer of control of the
licenses from Metrocall to Newco have been assigned the file numbers
listed below.

  -----------------------------------------------------------------------------------
  **[File              **[Licensee]{.underline}**               **[Lead Call
  No.]{.underline}**                                            Sign]{.underline}**
  -------------------- ---------------------------------------- ---------------------
  0001701168[^6]       Metrocall USA, Inc.                      KAA276

  0001701432           Metrocall USA, Inc.                      KNNF697

  50005CWTC04[^7]      Metrocall USA, Inc.                      KNKV210
  -----------------------------------------------------------------------------------

These applications will not be subject to the Wireless
Telecommunications Bureau's streamlined processing procedures.[^8]

B.  **Non-*Pro Forma* Application -- Part 25 Satellite Earth Station
    Services**

The following application for consent to the non-*pro forma* transfer of
control of various Satellite Earth Station licenses from Metrocall to
Newco has been assigned the file number listed below.

  ------------------------ ---------------------------------- ---------------------
  **[File                  **[Licensee]{.underline}**         **[Lead Call
  No.]{.underline}**                                          Sign]{.underline}**

  SES-T/C-20040413-00586   Metrocall USA, Inc.                E980497[^9]
  ------------------------ ---------------------------------- ---------------------

C.  ***Pro Forma* Applications -- Part 25 Satellite Earth Station
    Services**

The following applications for consent to the *pro forma* transfer of
control of various Satellite Earth Station licenses from Arch to Newco
have been assigned the file numbers listed below.

  ------------------------ ---------------------------------- ---------------------
  **[File                  **[Licensee]{.underline}**         **[Lead Call
  No.]{.underline}**                                          Sign]{.underline}**

  SES-T/C-20040413-00547   Arch Wireless License Co., LLC     E960014

  SES-T/C-20040413-00546   Arch Wireless License Co., LLC     E980420
  ------------------------ ---------------------------------- ---------------------

These applications appeared on Public Notice on April 21, 2004.[^10]
This Public Notice extends the pleading cycle established in the April
21, 2004 Public Notice to the pleading cycle dates established herein.

**IV. *EX PARTE* STATUS OF THIS PROCEEDING**

Pursuant to section 1.1200(a) of the Commission's rules,[^11] the
Commission may adopt modified or more stringent *ex parte* procedures in
particular proceedings if the public interest so requires. We announce
that this proceeding will be governed by permit-but-disclose *ex parte*
procedures that are applicable to non-restricted proceedings under
section 1.1206 of the Commission's rules.[^12]

Parties making oral *ex parte* presentations are directed to the
Commission's statement re-emphasizing the public's responsibility in
permit-but-disclose proceedings and are reminded that memoranda
summarizing the presentation must contain the presentation's substance
and not merely list the subjects discussed.[^13] More than a one- or
two-sentence description of the views and arguments presented is
generally required.[^14] Other rules pertaining to oral and written
presentations are set forth in section 1.1206(b) as well.[^15] We urge
parties to use the Electronic Comment Filing System ("ECFS") to file *ex
parte* submissions.[^16]

**V. GENERAL INFORMATION**

The transfer of control applications referenced herein have been found,
upon initial review, to be acceptable for filing. The Commission
reserves the right to return any application if, upon further
examination, it is determined to be defective and not in conformance
with the Commission's rules or policies. Final action on these
applications will not be taken earlier than thirty-one days following
the date of this Public Notice.[^17]

Interested parties must file petitions to deny no later than **June 9,
2004**. Persons and entities that file petitions to deny become parties
to the proceeding. They may participate fully in the proceeding,
including seeking access to any confidential information that may be
filed under a protective order, seeking reconsideration of decisions,
and filing appeals of a final decision to the courts. 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.

Under the Commission's current procedures for the submission of filings
and other documents,[^18] submissions in this matter may be filed
electronically (*i.e.*, though ECFS) or by hand delivery to the
Commission's Massachusetts Avenue location.

-   **If filed by ECFS**,[^19] comments shall be sent as an electronic
    file via the Internet to http://www.fcc.gov/e-file/ecfs.html. In
    completing the transmittal screen, commenters should include their
    full name, Postal Service mailing address, and the applicable docket
    number. Parties may also submit an electronic comment by Internet
    e-mail. To get filing instructions for e-mail comments, commenters
    should send an e-mail to ecfs@fcc.gov, and should include the
    following words in the body of the message, "get form \<your e-mail
    address\>." A sample form and directions will be sent in reply.

-   **If filed by paper**, the original and four copies of each filing
    must be filed by hand or messenger delivery, by commercial overnight
    courier, or by first-class or overnight U.S. Postal Service mail
    (although we continue to experience delays in receiving U.S. Postal
    Service mail). The Commission\'s contractor, Natek, Inc., will
    receive hand-delivered or messenger-delivered paper filings for the
    Commission\'s Secretary at 236 Massachusetts Avenue, N.E., Suite
    110, Washington, D.C. 20002. The filing hours at this location are
    8:00 a.m. to 7:00 p.m. All hand deliveries must be held together
    with rubber bands or fasteners. Any envelopes must be disposed of
    before entering the building. Commercial overnight mail (other than
    U.S. Postal Service Express Mail and Priority Mail) must be sent to
    9300 East Hampton Drive, Capitol Heights, MD 20743. U.S. Postal
    Service first-class mail, Express Mail, and Priority Mail should be
    addressed to 445 12th Street, S.W., Washington, D.C. 20554. All
    filings must be addressed to the Commission\'s Secretary, Office of
    the Secretary, Federal Communications Commission.

One copy of each pleading must be delivered electronically, by e-mail or
facsimile, or if delivered as paper copy, by hand or messenger delivery,
by commercial overnight courier, or by first-class or overnight U.S.
Postal Service mail (according to the procedures set forth above for
paper filings), to: (1) the Commission\'s duplicating contractor, Qualex
International, at qualexint@aol.com or (202) 863-2898 (facsimile);
(2) Erin McGrath, Spectrum and Competition Policy Division, Wireless
Telecommunications Bureau, at erin.mcgrath@fcc.gov, or (202) 418-7447
(facsimile); (3) Susan Singer, Spectrum and Competition Policy Division,
Wireless Telecommunications Bureau, at susan.singer@fcc.gov, or (202)
418-7447 (facsimile); (4) Kathy Harris, Mobility Division, Wireless
Telecommunications Bureau, at kathy.harris@fcc.gov, or (202) 418-7447
(facsimile); (5) Linda Ray, Broadband Division, Wireless
Telecommunications Bureau, at linda.ray@fcc.gov, or (202) 418-7447
(facsimile); (6) Jeff Tobias, Public Safety and Critical Infrastructure
Division, Wireless Telecommunications Bureau, at jeff.tobias@fcc.gov, or
(202) 418-2643 (facsimile); (7) JoAnn Lucanik, Satellite Division,
International Bureau, at joann.lucanik@fcc.gov or (202) 418-1460
(facsimile); and (8) Kimberly Reindl, Office of General Counsel, at
kimberly.reindl@fcc.gov, or (202) 418-2822 (facsimile).

Copies of the applications and any subsequently-filed documents in this
matter may be obtained from Qualex International, in person at 445 12th
Street, S.W., Room CY-B402, Washington, D.C. 20554, via telephone at
(202) 863-2893, via facsimile at (202) 863-2898, or via e-mail at
qualexint@aol.com. The applications and any associated documents are
also available for public inspection and copying during normal reference
room hours at the following Commission office: FCC Reference Information
Center, 445 12th Street, S.W., Room CY-A257, Washington, D.C. 20554. The
applications are also available electronically through the Commission's
ECFS, which may be accessed on the Commission's Internet website at
http://www.fcc.gov. In addition, applications filed under Parts 22, 24,
90 and 101 of the Commission's rules are available electronically
through ULS, which may be accessed on the Commission's Internet website.
Additional information regarding the transaction will be available on
the FCC\'s Office of General Counsel\'s website, http://www.fcc.gov/ogc,
which will contain a fully indexed, unofficial listing and electronic
copies of all materials in this docket. Alternate formats of this public
notice (computer diskette, large print, audio recording, and Braille)
are available to persons with disabilities by contacting Brian Millin at
(202) 418-7426 (voice), (202) 418-7365 (TTY), or send an e-mail to
access@fcc.gov.

For further information, contact Erin McGrath, Spectrum and Competition
Policy Division, Wireless Telecommunications Bureau, at (202) 418-2042,
or Susan Singer, Spectrum and Competition Policy Division, Wireless
Telecommunications Bureau, at (202) 418-1340.

**-FCC-**

[^1]: 47 U.S.C. §§ 214, 310(d).

[^2]: The name of the company will be chosen sometime prior to closing;
    for the time being, it has been incorporated under the name
    Wizards-Patriots Holdings, Inc. *See* Application No. 0001701168,
    Exhibit One, at 4 n.6.

[^3]: *See* Wizards-Patriots Holdings, Inc., FCC Ownership Disclosure
    Form 602 (filed Apr. 14, 2004); Metrocall USA, Inc., FCC Ownership
    Disclosure Form 602 (filed Apr. 13, 2004). The Applicants state that
    Arch's license-holding subsidiaries will file *pro forma* transfer
    of control notifications in connection with certain wireless
    licenses, pursuant to the Commission's forbearance procedures, after
    the transaction is consummated.

[^4]: The percentages may vary slightly, based on the extent of cash
    elections made by Metrocall's shareholders at or prior to the
    closing of the transaction. Nonetheless, the Applicants represent
    that Arch's existing shareholders will hold majority equity in, and
    control of, Newco.

[^5]: The shares of both Arch and Metrocall are both publicly traded,
    and their ownership therefore remains subject to change.

[^6]: File No. 0001701168 has been designated as the lead application,
    and all pleadings and other submissions filed in this matter that
    pertain generally to the transaction and not to a particular
    application will be available through this file number in the
    Wireless Telecommunications Bureau's Universal Licensing System
    ("ULS") at http://wireless.fcc.gov/uls/.

[^7]: This application is attached to File No. 0001701168. This
    application seeks consent for the transfer of control of licenses,
    from Metrocall to Newco, currently held by PageMart II Holdings, LLC
    and PageMart PCS Holdings, LLC, each of which are subsidiaries of
    WebLink Wireless, Inc. ("WebLink"). As background, the WebLink
    licenses are the subject of two pending assignment of license
    applications pursuant to which WebLink seeks Commission consent to
    assign its licenses to Metrocall. *See* ULS File Nos. 0001525608 and
    0001525609. Since the applications assigning licenses from Weblink
    to Metrocall have been consented to by the Commission but have not
    been consummated by the parties, the licenses are not shown as
    belonging to Metrocall in ULS. Thus, this application was filed
    manually with a request for waiver of the ULS electronic filing
    requirement, pursuant to section 1.913(b) of the Commission's rules.
    47 C.F.R. § 1.913(b). We grant the parties' request for waiver of
    the ULS filing requirement. Inasmuch as the Applicants anticipate
    that the WebLink transaction will close before the instant
    transaction, the purpose of this application is to obtain Commission
    consent to transfer control of the WebLink licenses from Metrocall
    to Newco.

[^8]: *See* 47 C.F.R. § 1.948(j).

[^9]: This *pro forma* transfer application also includes Earth station
    call sign E960163; however, this authorization was surrendered on
    June 6, 2002 and cancelled by the Commission on June 12, 2002. *See*
    Satellite Communications Services Information Re: Actions Taken,
    *Public Notice*, Report No. SES-00400 (IB rel. June 12, 2002). We
    note that Metrocall subsequently sought reconsideration of the
    cancellation of E960163, but no action was taken by the Commission
    to reinstate the authorization. We advise the parties to file a new
    application requesting authorization for this Earth station.

[^10]: *See* Satellite Communications Services Re: Satellite Radio
    Applications Accepted for Filing, *Public Notice*, Report No.
    SES-00597 (IB rel. Apr. 21, 2004)

[^11]: 47 C.F.R. § 1.1200(a).

[^12]: *Id.* § 1.1206.

[^13]: *See* Commission Emphasizes the Public's Responsibilities in
    Permit-But-Disclose Proceedings, *Public Notice*, 15 FCC Rcd. 19,945
    (2000).

[^14]: *See* 47 C.F.R. § 1.1206(b)(2).

[^15]: *Id.* § 1.1206(b).

[^16]: *See* discussion *infra* Part V.

[^17]: *See* 47 U.S.C. § 309(b).

[^18]: *See* Implementation of Interim Electronic Filing Procedures for
    Certain Commission Filings, *Order*, 16 FCC Rcd. 21,483 (2001); *see
    also* FCC Announces a New Filing Location for Paper Documents and a
    New Fax Number for General Correspondence, *Public Notice*, 16 FCC
    Rcd. 22,165 (2001); Reminder: Filing Locations for Paper Documents
    and Instructions for Mailing Electronic Media, *Public Notice*, 18
    FCC Rcd. 16,705 (2003).

[^19]: *See* Electronic Filing of Documents in Rulemaking Proceedings,
    GC Docket No. 97-113, *Report and Order*, 13 FCC Rcd. 11,322 (1998).