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EXHIBIT 99.2
AMENDMENT NO. 5 TO RIGHTS AGREEMENT
This Amendment No. 5 dated as of November 15, 1999 hereby amends the Rights
Agreement originally dated as of October 13, 1995, as amended on June 29, 1998,
August 18, 1998, September 3, 1998 and May 14, 1999 (the "Agreement"), between
Arch Communications Group, Inc., a Delaware corporation (the "Company"), and The
Bank of New York, a national banking association, as Rights Agent (the "Rights
Agent").
W I T N E S S E T H:
WHEREAS, no Person has become an Acquiring Person as such terms are defined in
the Agreement; and
WHEREAS, the Company has directed the Rights Agent to enter into this Amendment
No. 5 pursuant to Section 27 of the Agreement;
NOW, THEREFORE, in consideration of the premises and mutual agreements set forth
herein, the parties hereby agree as follows:
1. Section 1(ii) of the Agreement is hereby deleted in its entirety and
the following substituted in lieu thereof:
(ii) "Exempted Person" shall mean, prior to the PageNet
Effective Time (as defined below): (A) X. X. Xxxx Asset
Management Co., L.L.C., together with its Affiliates
(collectively, "Xxxx"), unless and until such time as Xxxx,
directly or indirectly, becomes the Beneficial Owner of Common
Stock in excess of the Xxxx Exempt Threshold (as defined
below), in which event Xxxx immediately shall cease to be an
Exempted Person; (B) Whippoorwill Associates, Inc., together
with its Affiliates, including, without limitation, any
accounts and investment funds managed by it or its Affiliates
(collectively, "Whippoorwill"), unless and until such time as
Whippoorwill, directly or indirectly, becomes the Beneficial
Owner of Common Stock in excess of the Whippoorwill Exempt
Threshold (as defined below), in which case Whippoorwill
immediately shall cease to be an Exempted Person; (C)
Resurgence Asset Management, L.L.C., together with its
Affiliates (collectively, "Resurgence"), unless and until such
time as Resurgence, directly or indirectly, becomes the
Beneficial Owner of Common Stock in excess of the Resurgence
Exempt Threshold (as defined below), in which event Resurgence
immediately shall cease to be an Exempted Person. "Exempted
Person" shall mean, on or after the PageNet Effective Time,
any Person that acquires shares of Common Stock ("Merger
Shares") in exchange for shares of common stock of Paging
Network, Inc. ("PageNet") upon the consummation of the merger
between PageNet and St. Louis Acquisition Corp., a wholly
owned
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subsidiary of the Company ("MergerSub"), pursuant to that
Agreement and Plan of Merger among PageNet, the Company and
MergerSub dated as of November 7, 1999 as the same may be
amended (the " PageNet Merger Agreement") unless and until
such time as such Person, directly or indirectly becomes the
Beneficial Owner of Common Stock in excess of the Merger
Exempt Threshold (as defined below). For purposes of this
Agreement: (A) the Xxxx Exempt Threshold shall mean 23.9% of
the Common Stock then outstanding; (B) the Whippoorwill Exempt
Threshold shall mean 21.3% of the Common Stock then
outstanding; (C) the Resurgence Exempt Threshold shall mean
19.0% of the Common Stock then outstanding; and (D) the Merger
Exempt Threshold shall mean 20.0% of the Common Stock then
outstanding (provided that a majority of the shares of Common
Stock Beneficially Owned by such Person are Merger Shares).
For purposes of this Agreement, the Xxxx Exempt Threshold, the
Whippoorwill Exempt Threshold, the Resurgence Exempt Threshold
and the Merger Exempt Threshold are collectively referred to
herein as the "Exempt Threshold." For purposes of this Section
1(ii): (A) none of Xxxx, Credit Suisse First Boston
Corporation (or its Affiliates), Whippoorwill or The
Northwestern Mutual Life Insurance Company (or its Affiliates)
shall be deemed the Beneficial Owner of any shares of Common
Stock that are Beneficially Owned by any other Person solely
as a result of any such Person's execution and performance of
any Standby Purchase Commitment (as such term is defined in
the Plan and Agreement of Merger between the Company, Farm
Team Corp., a wholly-owned Subsidiary of the Company,
MobileMedia Corporation and MobileMedia Communications, Inc.,
dated as of August 18, 1998) (as amended, the "Merger
Agreement"); (B) no Person shall be deemed the Beneficial
Owner of any shares of Common Stock that are Beneficially
Owned by any other Person solely as a result of such Person's,
or such other Person's service as a member of any committee or
working group of debtholders of PageNet or the Company; and
(C) Common Stock shall be deemed to include shares of Common
Stock issuable upon conversion of shares of the Company's
Series C Convertible Preferred Stock, $.01 par value per
share. For purposes of this Agreement the PageNet Effective
Time shall mean the Effective Time of the Merger as determined
pursuant to the PageNet Merger Agreement.
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IN WITNESS WHEREOF, the parties have caused this Amendment No. 5 to be duly
executed and their respective corporate seals to be hereunto affixed and
attested as of the day and year first written above.
ARCH COMMUNICATIONS GROUP, INC.
Attest:
/s/ Xxxxxx X. Xxxxxxx By: /s/ X.X. Xxxxx, Xx.
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Name: Xxxxxx X. Xxxxxxx Name: X.X. Xxxxx, Xx.
Title: Vice President and Treasurer Title: Chairman of the Board and
Chief Executive Officer
Seal
THE BANK OF NEW YORK
Attest:
/s/ Eon Canzius By: /s/ Xxxx Xxxxxxxxx
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Name: Eon Canzius Name: Xxxx Xxxxxxxxx
Title: Assistant Treasurer Title: Vice President
Seal
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