<PAGE>   1
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

          [X]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                      OF THE SECURITIES EXCHANGE ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1999

                                       OR

          [ ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


                 FOR THE TRANSITION PERIOD FROM ______ TO _____.

                           COMMISSION FILE NO. 0-19494


                              PAGING NETWORK, INC.
             (Exact name of the Registrant as specified in charter)

           DELAWARE                                            04-2740516
(State or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                           Identification Number)

                               14911 QUORUM DRIVE
                               DALLAS, TEXAS 75240
          (Address of principal executive offices, including zip code)

                                 (972) 801-8000
              (Registrant's telephone number, including area code)


     Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                  Yes [X]                           No [ ]

      Indicate the number of shares outstanding of each of the Registrant's
classes of Common Stock, as of the latest practicable date.

             Title                       Shares Outstanding as of April 30, 1999
---------------------------------        ---------------------------------------
  Common Stock, $ .01 par value                         103,959,140


     The Company's Common Stock is publicly traded on the Nasdaq Stock Market
under the symbol "PAGE".

================================================================================

<PAGE>   2

                         PART I - FINANCIAL INFORMATION




ITEM 1.  FINANCIAL STATEMENTS.


                          Index to Financial Statements

<TABLE>
<CAPTION>
                                                                                          PAGE
                                                                                          ----
<S>                                                                                       <C>
Consolidated Balance Sheets as of
     December 31, 1998 and March 31, 1999 (Unaudited)...................................     3

Consolidated Statements of Operations
     for the Three Months Ended March 31, 1998 and 1999 (Unaudited).....................     4

Consolidated Statements of Cash Flows
     for the Three Months Ended March 31, 1998 and 1999 (Unaudited).....................     5

Notes to Consolidated Financial Statements..............................................     6
</TABLE>


                                       2
<PAGE>   3

                           CONSOLIDATED BALANCE SHEETS
                    (in thousands, except share information)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                DECEMBER 31,        MARCH 31,
                                                                                    1998              1999
                                                                                ------------      ------------
<S>                                                                             <C>               <C>

ASSETS

Current assets:
     Cash and cash equivalents ............................................     $      3,077      $     17,579
     Accounts receivable, less allowance
          for doubtful accounts ...........................................           84,440            72,690
     Inventories ..........................................................            6,379            12,637
     Prepaid expenses and other assets ....................................           15,065            13,594
                                                                                ------------      ------------
          Total current assets ............................................          108,961           116,500

Property, equipment, and leasehold improvements, at cost ..................        1,452,870         1,474,483
     Less accumulated depreciation ........................................         (547,599)         (592,077)
                                                                                ------------      ------------
          Net property, equipment, and leasehold improvements .............          905,271           882,406

Other non-current assets, at cost .........................................          629,372           603,285
     Less accumulated amortization ........................................          (62,360)          (66,804)
                                                                                ------------      ------------
          Net other non-current assets ....................................          567,012           536,481
                                                                                ------------      ------------
                                                                                $  1,581,244      $  1,535,387
                                                                                ============      ============
LIABILITIES AND SHAREOWNERS' DEFICIT 

Current liabilities:
     Accounts payable .....................................................     $     96,478      $    102,996
     Accrued expenses .....................................................           49,692            38,088
     Accrued interest .....................................................           43,209            39,152
     Accrued restructuring costs, current portion .........................            8,256            13,228
     Customer deposits ....................................................           22,735            20,746
     Deferred revenue .....................................................           15,874            18,241
                                                                                ------------      ------------
          Total current liabilities .......................................          236,244           232,451
                                                                                ------------      ------------

Long-term obligations .....................................................        1,815,137         1,867,202

Accrued restructuring costs, non-current portion ..........................           18,765            13,653

Minority interest .........................................................            1,517             1,335

Commitments and contingencies .............................................             --                --

Shareowners' deficit:
     Common Stock - $.01 par, authorized 250,000,000 shares;
          103,640,554 and 103,959,140 shares issued and outstanding
          as of December 31, 1998 and March 31, 1999, respectively ........            1,036             1,040
     Paid-in capital ......................................................          132,950           134,156
     Accumulated other comprehensive income ...............................            2,378             1,537
     Accumulated deficit ..................................................         (626,783)         (715,987)
                                                                                ------------      ------------
           Total shareowners' deficit......................................         (490,419)         (579,254)
                                                                                ------------      ------------
                                                                                $  1,581,244      $  1,535,387
                                                                                ============      ============
</TABLE>


                             See accompanying notes


                                       3
<PAGE>   4
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                  (in thousands, except per share information)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                           THREE MONTHS ENDED
                                                                MARCH 31,
                                                        ------------------------
                                                          1998           1999
                                                        ---------      ---------
<S>                                                     <C>            <C>      
Services, rent and maintenance revenues ...........     $ 229,861      $ 241,868
Product sales .....................................        25,889         21,692
                                                        ---------      ---------
     Total revenues ...............................       255,750        263,560
Cost of products sold .............................       (21,103)       (16,177)
                                                        ---------      ---------
                                                          234,647        247,383
Operating expenses:
     Services, rent and maintenance ...............        51,823         66,890
     Selling ......................................        21,490         24,030
     General and administrative ...................        70,071         88,290
     Depreciation and amortization ................        73,868         66,880
     Provision for asset impairment ...............          --           17,798
     Restructuring charge .........................        74,000           --
                                                        ---------      ---------
         Total operating expenses .................       291,252        263,888
                                                        ---------      ---------

Operating loss ....................................       (56,605)       (16,505)

Other income (expense):
     Interest expense .............................       (36,778)       (36,031)
     Interest income ..............................           512            590
     Minority interest ............................           499            188
                                                        ---------      ---------
         Total other income (expense) .............       (35,767)       (35,253)
                                                        ---------      ---------

Loss before cumulative effect of a change in
     accounting principle .........................       (92,372)       (51,758)
Cumulative effect of a change in accounting
     principle ....................................          --          (37,446)
                                                        ---------      ---------
Net loss ..........................................     $ (92,372)     $ (89,204)
                                                        =========      ========= 

Net loss per share (basic and diluted):

    Loss before cumulative effect of a change in
         accounting principle .....................     $   (0.90)     $   (0.50)
    Cumulative effect of a change in accounting
         principle ................................          --            (0.36)
                                                        ---------      ---------
Net loss per share ................................     $   (0.90)     $   (0.86)
                                                        =========      =========
</TABLE>

                             See accompanying notes


                                       4
<PAGE>   5

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                             THREE MONTHS ENDED
                                                                                  MARCH 31,
                                                                           -----------------------
                                                                             1998          1999
                                                                           ---------     ---------

<S>                                                                        <C>           <C>       
Operating activities:
     Net loss ........................................................     $ (92,372)    $ (89,204)
          Adjustments to reconcile net loss to net cash provided
          by operating activities:
              Provision for asset impairment .........................          --          17,798
              Cumulative effect of a change in accounting principle ..          --          37,446
              Restructuring charge ...................................        74,000          --
              Depreciation ...........................................        66,454        63,116
              Amortization ...........................................         7,414         3,764
              Provision for doubtful accounts ........................         4,724         6,006
              Amortization of debt issuance costs ....................         1,112         1,117
              Minority interest ......................................          (499)         (188)

     Changes in operating assets and liabilities:
              Accounts receivable ....................................        (3,377)        5,744
              Inventories ............................................        (1,327)       (6,258)
              Prepaid expenses and other assets ......................        (1,322)        1,471
              Accounts payable .......................................       (10,252)        6,518
              Accrued expenses and accrued interest ..................        (6,710)      (15,661)
              Accrued restructuring costs ............................          (929)         (140)
              Customer deposits and deferred revenue .................         2,997           378
                                                                           ---------     ---------
Net cash provided by operating activities ............................        39,913        31,907
                                                                           ---------     ---------

Investing activities:
     Capital expenditures ............................................       (43,249)      (69,552)
     Payments for spectrum licenses ..................................        (3,979)         (575)
     Business acquisitions and joint venture investments .............        (3,500)         --
     Other,  net .....................................................        10,852          (646)
                                                                           ---------     ---------
Net cash used in investing activities ................................       (39,876)      (70,773)
                                                                           ---------     ---------

Financing activities:
     Borrowings of long-term obligations .............................        79,201        92,146
     Repayments of long-term obligations .............................       (81,346)      (39,979)
     Proceeds from exercise of stock options .........................         4,558         1,201
                                                                           ---------     ---------
Net cash provided by financing activities ............................         2,413        53,368
                                                                           ---------     ---------

Net increase in cash and cash equivalents ............................         2,450        14,502
Cash and cash equivalents at beginning of period .....................         2,924         3,077
                                                                           ---------     ---------
Cash and cash equivalents at end of period ...........................     $   5,374     $  17,579
                                                                           =========     =========
</TABLE>


                             See accompanying notes


                                       5
<PAGE>   6

                              PAGING NETWORK, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 1999
                                   (Unaudited)


1.       THE COMPANY

                  Paging Network, Inc. (the Company) is a provider of wireless
         messaging and information delivery services. The Company provides
         service in all 50 states, the District of Columbia, the U.S. Virgin
         Islands, Puerto Rico, Canada, and Spain, including service in all of
         the largest 100 markets (in population) in the United States, and owns
         a minority interest in a wireless messaging company in Brazil. The
         consolidated financial statements include the accounts of all of its
         wholly and majority-owned subsidiaries. All intercompany transactions
         have been eliminated.

2.       UNAUDITED INTERIM FINANCIAL STATEMENTS

                  The interim consolidated financial information contained
         herein is unaudited but, in the opinion of management, includes all
         adjustments, which are of a normal recurring nature, except for the
         cumulative effect of a change in accounting principle discussed in Note
         3, the provision for asset impairment discussed in Note 4, and the
         restructuring charge discussed in Note 5, necessary for a fair
         presentation of the financial position, results of operations, and cash
         flows for the periods presented. These financial statements have been
         prepared in accordance with generally accepted accounting principles
         for interim financial information and the instructions to Form 10-Q and
         Article 10 of Regulation S-X. Accordingly, these financial statements
         do not include all of the information and footnotes required by
         generally accepted accounting principles for complete financial
         statements. The balance sheet as of December 31, 1998, has been derived
         from the audited financial statements as of that date. Results of
         operations for the periods presented herein are not necessarily
         indicative of results of operations for the entire year. These
         financial statements and related notes should be read in conjunction
         with the financial statements and notes included in the Company's
         Annual Report on Form 10-K for the year ended December 31, 1998.

3.       ACCOUNTING CHANGES

                  The Company adopted the provisions of Statement of Position
         98-5 "Reporting on the Costs of Start-Up Activities" (SOP 98-5),
         effective January 1, 1999. SOP 98-5 requires the expensing of all
         start-up costs as incurred as well as writing off the remaining
         unamortized balance of capitalized start-up costs at the date of
         adoption of SOP 98-5. The impact of the Company's adoption of SOP 98-5
         was a charge of $37 million representing the cumulative effect of a
         change in accounting principle to write-off all unamortized start-up
         costs as of January 1, 1999, and an increase in services, rent and
         maintenance expenses of $5 million and a decrease in depreciation and
         amortization expense of $1 million for the three months ended March 31,
         1999.

                  In March 1998, the Accounting Standards Executive Committee of
         the American Institute of Certified Public Accountants issued Statement
         of Position 98-1, "Accounting for the Costs of Computer Software
         Developed For or Obtained for Internal Use" (SOP 98-1). SOP 98-1
         requires the capitalization of certain costs of developing or acquiring
         computer software for internal use. The Company adopted the provisions
         of SOP 98-1 effective January 1, 1999. The adoption of SOP 98-1 had an
         insignificant impact on the Company's results of operations or
         financial position as the Company's policy for accounting for the costs
         of developing or acquiring computer software for internal use is
         generally consistent with the provisions of SOP 98-1.

                  In connection with the completion of the buildout of the
         Company's advanced messaging network, which is expected to occur later
         in 1999, and the continuing technological advances in the subscriber
         devices it purchases, the Company is currently evaluating the
         depreciable lives for both its network equipment and subscriber devices
         and may adjust such lives upon the completion of this evaluation. Any
         resulting changes, which may occur as early as the second quarter of
         1999, will likely involve an increase in the depreciable lives of 
         network equipment and a decrease in the depreciable lives of certain 
         types of subscriber devices.



                                       6
<PAGE>   7

4.       PROVISION FOR ASSET IMPAIRMENT

                 The Company recorded a provision of $18 million during the
         quarter ended March 31, 1999, for the impairment of the assets of the
         Company's majority-owned Spanish subsidiaries in accordance with
         Statement of Financial Accounting Standards No. 121, "Accounting for
         the Impairment of Long-Lived Assets and for Long-Lived Assets to Be
         Disposed Of", which requires impairment losses to be recorded on
         long-lived assets used in operations when indicators of impairment are
         present and the undiscounted cash flows estimated to be generated by
         those assets are less than the assets' carrying amount. During the
         first quarter of 1999, the Company made the decision to narrow its
         focus to its North American operations and, as a result, made the
         decision to sell or otherwise dispose of its operations in Spain. As a
         result of this decision, the Company analyzed the estimated future cash
         flows expected to be generated from its Spanish operations and
         determined that they would not be sufficient to recover the net book
         value of the assets of the subsidiaries and, accordingly, recorded a
         provision to writedown the assets of the Spanish subsidiaries based on
         the estimated value of the Company's investment in its Spanish
         subsidiaries as of March 31, 1999. No cash costs have been incurred or
         are expected as a result of the provision for the impairment of the
         assets of the Company's Spanish subsidiaries.

5.       RESTRUCTURING CHARGE

                 In February 1998, the Company's Board of Directors approved a 
         restructuring of the Company's domestic operations (the Restructuring).
         As part of the Restructuring, the Company is reorganizing its
         operations to expand its sales organization, eliminate local and
         redundant administrative operations, and consolidate certain key
         support functions. The Company expects to eliminate approximately 1,600
         positions, net of positions added, through the consolidation of
         redundant administrative operations and certain key support functions
         located in offices throughout the country into central facilities (the
         Centers of Excellence). As a result of the Restructuring, the Company
         recorded a charge of $74 million, or $0.72 per share (basic and
         diluted), during the quarter ended March 31, 1998. The components of
         the charge included (in thousands):

<TABLE>
<S>                                                                     <C>
                 Write-down of property and equipment                   $    38,900
                 Lease obligations and terminations                          18,900
                 Severance and related benefits                              12,700
                 Other                                                        3,500
                                                                        -----------
                      Total restructuring charge                        $    74,000
                                                                        ===========
</TABLE>

                 The write-down of property and equipment relates to a non-cash
         charge to reduce the carrying amount of certain machinery and
         equipment, furniture and fixtures, and leasehold improvements, that the
         Company will not continue to utilize following the Restructuring, to
         their estimated net realizable value as of the date such assets are
         projected to be disposed of or abandoned by the Company, allowing for
         the recognition of normal depreciation expense on such assets through
         their projected disposal date. The net realizable value of these assets
         was determined based on management estimates, which considered such
         factors as the nature and age of the assets to be disposed of, the
         timing of the assets' disposal, and the method and potential costs of
         the disposal. Such estimates are subject to change.

                 The provision for lease obligations and terminations relates
         primarily to future lease commitments on local and regional office
         facilities that will be closed as part of the Restructuring. The charge
         represents future lease obligations, net of projected sublease income,
         on such leases past the dates the offices will be closed by the
         Company, or, for certain leases, the cost of terminating the leases
         prior to their scheduled expiration. Projected sublease income was
         based on management estimates, which are subject to change. Cash
         payments on the leases and lease terminations will occur over the
         remaining lease terms, the majority of which expire prior to 2003.

                 Through the elimination of certain local and regional
         administrative operations and the consolidation of certain support
         functions, the Company expects to eliminate approximately 1,600 net
         positions, the majority of which are non-sales related positions in
         local and regional offices. As a result of eliminating these positions,
         the Company will involuntarily terminate an estimated 1,950 employees.
         The majority of the severance and benefits costs to be paid by the
         Company will be paid during 1999.

                 During the fourth quarter of 1998, the Company identified
         additional furniture, fixtures, and equipment that will not be utilized
         following the Restructuring, resulting in an additional non-cash charge
         of $3 million. This charge was offset by reductions in the provisions
         for lease obligations and terminations and severance costs as a result
         of refinements to the Company's schedule for local and 


                                       7
<PAGE>   8

         regional offices closures. Also as a result of the refinements to the
         office closing schedule, the Company adjusted, effective October 1,
         1998, the depreciable lives of certain of the assets written down in
         the first quarter of 1998, resulting in a decrease in depreciation
         expense of approximately $5 million for the first quarter of 1999.

                 The Company's restructuring activity from January 1, 1999
         through March 31, 1999 is as follows (in thousands):

<TABLE>
<CAPTION>
                                                                   Utilization of Reserve
                                                  Beginning        -----------------------        Remaining
                                                   Reserve           Cash         Non-Cash         Reserve
                                                  ---------        ---------      --------        ---------
             <S>                                  <C>              <C>             <C>              <C>     
             Lease obligation costs............   $  16,917        $      60       $    --        $  16,857
             Severance costs...................      10,104               80            --           10,024
                                                  ---------        ---------       -------        ---------
               Total...........................   $  27,021        $     140       $    --        $  26,881
                                                  =========        =========       =======        =========
</TABLE>

6.       LONG-TERM OBLIGATIONS

                 As of March 31, 1999, the Company had $617 million of
         borrowings outstanding under its domestic $1 billion revolving credit
         agreement (the Credit Agreement).

7.       INCOME TAX PROVISION

                 No provision or benefit for income taxes has been made for the
         three months ended March 31, 1998 and 1999, as the deferred benefit
         from operating losses was offset by an increase in the valuation
         allowance.

8.       COMMON STOCK AND NET LOSS PER SHARE

                 Net loss per share amounts are computed based on the weighted
         average number of common shares outstanding. The number of shares used
         to compute per share amounts for the three months ended March 31, 1998
         and 1999 were 103 million and 104 million, respectively. The average
         number of options to purchase shares of the Company's Common Stock
         during the three months ended March 31, 1998 was 6 million at exercise
         prices ranging from $2.67 per share to $14.38 per share. The average
         number of options to purchase shares of the Company's Common Stock
         during the three months ended March 31, 1999 was 9 million at exercise
         prices ranging from $2.73 per share to $25.50 per share. These stock
         options were not included in the computation of diluted earnings per
         share because the effect of assuming their exercise would have been
         antidilutive.

                 The Company has 275 million authorized shares, of which 250
         million are Common Stock and 25 million are preferred stock. As of
         March 31, 1999, there were no preferred shares issued or outstanding.

9.       COMPREHENSIVE LOSS

                  Comprehensive loss for the three months ended March 31, 1998
         and 1999, is as follows (in thousands):

<TABLE>
<CAPTION>
                                                        THREE MONTHS ENDED MARCH 31,
                                                        ----------------------------
                                                               1998           1999
                                                            ---------      ---------
<S>                                                         <C>            <C>       
         Net loss.......................................    $ (92,372)     $ (89,204)
         Foreign currency translation adjustments.......         (185)          (841)
                                                            ---------      ---------
          Total comprehensive loss......................    $ (92,557)     $ (90,045)
                                                            =========      =========
</TABLE>


                                       8
<PAGE>   9

10.      STATEMENT OF CASH FLOWS INFORMATION

                 Cash and cash equivalents include highly liquid debt
         instruments with an original maturity of three months or less. As of
         March 31, 1999, cash equivalents also include investments in money
         market instruments, which are carried at fair market value. Cash
         payments made for interest during the three months ended March 31, 1998
         and 1999, were approximately $40 million and $45 million, respectively,
         net of interest capitalized during the three months ended March 31,
         1998 and 1999 of $5 million and $6 million, respectively. There were no
         significant federal or state income taxes paid or refunded for the
         three months ended March 31, 1998 and 1999.

11.      SEGMENT INFORMATION

                 The Company has determined that it has two reportable segments,
         core operations and advanced messaging operations. The Company's basis
         for the segments relates to the types of products and services each
         segment provides. The core operating segment includes the traditional
         display and alphanumeric services, which are basic one-way services,
         and 1 1/2-way paging services. The advanced messaging operating segment
         includes the new two-way wireless messaging services, advanced wireless
         integration products, consumer content, VoiceNow service, Iridium
         WorldPage, and other future advanced messaging products.

                 The following table presents certain information related to the
         Company's business segments for the three months ended March 31, 1998
         and 1999.

<TABLE>
<CAPTION>
                                                          THREE MONTHS ENDED
                                                               MARCH 31,
                                                      ---------------------------
         (IN THOUSANDS)                                 1998              1999
                                                      ---------         ---------
         <S>                                          <C>               <C>         
         Net Revenues(1):
                 Core(2) ........................     $ 234,545         $ 244,510
                 Advanced Messaging .............           102             2,873
                                                      ---------         ---------
                                                      $ 234,647         $ 247,383
                                                      =========         =========
         Operating loss:
                 Core(2) ........................     $ (51,798)(3)     $  (7,721)(4)
                 Advanced Messaging .............        (4,807)           (8,784)
                                                      ---------         ---------
                                                      $ (56,605)        $ (16,505)
                                                      =========         =========
         Adjusted EBITDA(5):
                 Core(2) ........................     $  92,163         $  76,351
                 Advanced Messaging .............          (900)           (8,178)
                                                      ---------         ---------
                                                      $  91,263         $  68,173
                                                      =========         =========
         Free Cash Flow(6):
                 Core(2) ........................     $  39,829         $  28,553
                 Advanced Messaging .............       (28,081)          (65,373)
                                                      ---------         ---------
                                                      $  11,748         $ (36,820)
                                                      =========         =========
</TABLE>

(1)      Net Revenues are revenues from services, rent, and maintenance plus
         product sales less the cost of products sold.

(2)      The international operations of the Company currently consist entirely
         of core services and accordingly are included in the Company's core
         business segment.

(3)      Operating loss for the core business segment for the first quarter of
         1998 includes a restructuring charge of $74 million. See Note 5.

(4)      Operating loss for the core business segment for the first quarter of
         1999 includes a provision for asset impairment of $18 million. See Note
         4.

(5)      Adjusted EBITDA is earnings before interest, income taxes,
         depreciation, amortization, minority interest, restructuring charge,
         provision for asset impairment, and cumulative effect of a change in
         accounting principle.

(6)      Free Cash Flow is Adjusted EBITDA less capital expenditures (excluding
         payments for spectrum licenses) and debt service.


                                       9
<PAGE>   10

        Adjusted EBITDA and Free Cash Flow are not measures defined in generally
accepted accounting principles and should not be considered in isolation or as a
substitute for measures of performance in accordance with generally accepted
accounting principles.


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS.

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

         The statements contained in this filing which are not historical facts,
including but not limited to future capital expenditures, future borrowings,
performance and market acceptance of new products and services, impact of Year
2000 issues on the Company's operations, anticipated costs and expenses related
to, and the timetable for, the remediation of Year 2000 issues, expected annual
recurring performance improvements and cost savings as a result of a
restructuring of the Company's domestic operations (the Restructuring), and
sales productivity increases and incremental annual increases in revenues
expected to result from the Restructuring together with associated price
increases, are forward-looking statements that are subject to risks and
uncertainties that could cause actual results to differ materially from those
set forth in the forward-looking statements. Among the factors that could cause
actual future results to differ materially are competitive pricing pressures,
growth rates, the introduction of products and services by competitors of the
Company, the performance of the Company's vendors and independent contractors,
third-party Year 2000 remediation plans, the introduction of competing
technologies, the transition of the Company's regional office operations into
centralized facilities (the Centers of Excellence) infrastructure, the
construction, testing and placement of the Company's advanced messaging network
into operation, and acceptance of the Company's products and services in the
marketplace.

INTRODUCTION

         Throughout this section the Company makes reference to earnings before
interest, income taxes, depreciation, amortization, minority interest,
restructuring charge, provision for asset impairment, and cumulative effect of a
change in accounting principle (Adjusted EBITDA). EBITDA (earnings before
interest, income taxes, depreciation, and amortization) is a key performance
measure used in the wireless messaging industry and is one of the financial
measures by which the Company's covenants are calculated under the agreements
governing its debt obligations. EBITDA and Adjusted EBITDA are not measures
defined in generally accepted accounting principles and should not be considered
in isolation or as substitutes for measures of performance in accordance with
generally accepted accounting principles.

         As of March 31, 1999, the Company has made significant progress toward
its previously announced goal of creating a platform for long-term profitable
growth. To achieve these objectives, the Company is aggressively implementing
the Restructuring, which includes eliminating redundant administrative
operations by consolidating certain key support functions. In addition to the
Restructuring, the Company is developing branded, customized value-added
wireless information and has begun creating customized wireless information
management services for its corporate clients. The Company has made considerable
progress toward the completion of the build-out of its advanced wireless
network. The Company has also completed a thorough review of its customers and
prospects by market in order to design a sales and marketing organizational
structure that will be more clearly aligned with its customers' needs and with
the Company's overall strategic direction. The new sales and marketing
organizational structure will enable the Company to market a broadly diversified
portfolio of products to a highly sophisticated set of customers. The structure
is based on the following principles:

         o        Align sales and marketing objectives to be consistent with the
                  Company's overall business objectives;
         o        Build a marketing organization focused on growing existing
                  products and services and developing new products, services,
                  and initiatives to drive profitable growth;
         o        Stratify the sales organization and apply focused training
                  programs and compensation plans that will develop the skill
                  sets necessary to successfully penetrate each customer group;
                  and
         o        Provide the necessary support systems, processes, and tools to
                  achieve targeted sales objectives.

         The new field sales structure was implemented during April 1999. The
structure includes defined account segmentation and focused selling skills,
career paths for all sales colleagues, performance measurements to continually
reevaluate sales efforts, specified training curriculums for each selling group,
and 



                                       10
<PAGE>   11

market competitive compensation plans. This structure is designed to support the
Company's objective of increased sales results and effectiveness.

RESULTS OF OPERATIONS

         Revenues from services, rent and maintenance plus product sales less
the cost of products sold (Net Revenues) for the three-month period ended March
31, 1999, were $247 million, an increase of 5.4% over $235 million for the
comparable period ended March 31, 1998. Revenues from services, rent and
maintenance, which the Company considers its primary business, increased 5.2% to
$242 million for the three months ended March 31, 1999, compared to $230 million
for the three months ended March 31, 1998. The increases from 1998 to 1999 were
primarily due to an increase in average revenue per unit resulting from pricing
initiatives and the changing mix of the Company's subscriber base toward higher
revenue products and services.

         In an effort to increase the overall profitability of its services, the
Company has increased its focus toward higher value products and services such
as alphanumeric and nationwide paging. In addition, in an effort to reduce the
number of customers using unprofitable services, the Company has instituted
certain price initiatives, including setting appropriate minimum pricing levels
for new business and selectively increasing pricing to existing customers using
certain services. The Company expects these initiatives, along with sales
productivity increases associated with the Company's Restructuring which will
allow field sales personnel to focus solely on sales, to result in incremental
annual revenues during 1999 and beyond. However, as a result of these actions,
the Company experienced a net decrease in units in service during the first
quarter of 1999, a trend that began during the second half of 1998 and that the
Company expects to continue throughout the first half of 1999. The number of
units in service with subscribers at March 31, 1999 was 9,930,000, compared to
10,110,000 and 10,479,000 units in service with subscribers at December 31, 1998
and March 31, 1998, respectively. The average revenue per unit for the Company's
core domestic operations increased to $8.04 for the three months ended March 31,
1999, compared to $7.36 for the corresponding period of 1998. The Company is
continuing to review its pricing structure for all of its services.

         Product sales decreased 16.2% to $22 million for the three months ended
March 31, 1999, compared to $26 million for the same period in 1998. The
decrease in product sales and corresponding decrease in cost of products sold
from 1998 to 1999 resulted primarily from the Company's efforts to reduce the
number of customers using unprofitable services through certain pricing
initiatives, which resulted in a substantial decrease in sales through the
Company's reseller channel.

         Services, rent and maintenance expenses increased 29.1% to $67 million
for the three months ended March 31, 1999, compared to $52 million for the three
months ended March 31, 1998. The increase in services, rent and maintenance
expenses was primarily attributable to increased contracted dispatch costs
related to advanced messaging units placed in service during 1998 and the first
quarter of 1999, the adoption of Statement of Position 98-5, Reporting on the
Costs of Start-up Activities (SOP 98-5), effective January 1, 1999, which
required the expensing of certain costs previously capitalized, increased pager
parts and repairs expense, and expenses associated with an increase in
transmitter sites.

         Selling expenses increased 11.8% to $24 million for the three months
ended March 31, 1999, from $21 million for the three months ended March 31,1998.
The increase in selling expenses resulted primarily from marketing research,
development costs, and advertising expenses associated with the Company's
continued promotion of its advanced messaging operations, including such costs
related to its new two-way service. The marketing research, development costs,
and advertising expenses associated with the Company's advanced messaging
operations are expected to grow in future periods due to expanded promotion of
its two-way service.

         General and administrative expenses increased 26.0% to $88 million for
the first quarter of 1999, compared to $70 million for the corresponding period
of 1998. The increase in general and administrative expenses was primarily
related to expenses associated with establishing the Company's Centers of
Excellence, redundant operating costs associated with operating both its new
Centers of Excellence infrastructure and its traditional decentralized
infrastructure, and increased levels of contract labor utilized during the
transition to the Centers of Excellence infrastructure.

         Depreciation and amortization expense decreased 9.5% to $67 million for
the three months ended March 31, 1999, compared to $74 million for the three
months ended March 31, 1998. The decrease in depreciation and amortization
expense resulted primarily from certain property and equipment becoming fully


                                       11
<PAGE>   12
depreciated, certain non-current assets becoming fully amortized, and the
write-off of start-up costs upon the adoption of SOP 98-5. The Company expects
to commence depreciation and amortization on a majority of the assets related to
its Centers of Excellence during the second and third quarters of 1999 and its
advanced messaging operations during the third and fourth quarters of 1999,
which together are expected to increase depreciation and amortization expense
for the year ended December 31, 1999 by approximately $15 million.

         In connection with the completion of the buildout of the Company's
advanced messaging network, which is expected to occur later in 1999, and the
continuing technological advances in the subscriber devices it purchases, the
Company is currently evaluating the depreciable lives for both its network
equipment and subscriber devices and may adjust such lives upon the completion
of this evaluation. Any resulting changes, which may occur as early as the
second quarter of 1999, will likely involve an increase in the depreciable lives
of network equipment and a decrease in the depreciable lives of certain types of
subscriber devices.

         The Company recorded a provision of $18 million during the quarter
ended March 31, 1999, for the impairment of the assets of the Company's
majority-owned Spanish subsidiaries. See further discussion in Note 4 to the
Consolidated Financial Statements.

         The Company recorded a restructuring charge of $74 million during the
quarter ended March 31, 1998, as a result of a Restructuring approved by the
Company's Board of Directors in February 1998. As part of the Restructuring, the
Company is reorganizing its operations to expand its sales organization and
eliminate redundant administrative operations by consolidating certain key
support functions into Centers of Excellence. See further discussion in Note 5
to the Consolidated Financial Statements.

         As a result of the above factors, Adjusted EBITDA decreased 25.3% to
$68 million for the first quarter of 1999, compared to $91 million for the
corresponding period in 1998. Adjusted EBITDA and Adjusted EBITDA as a
percentage of Net Revenues were negatively impacted by the Company's advanced
messaging operations, the formation of its Centers of Excellence, its
international operations, and the adoption of SOP 98-5.

         Interest expense, net of amounts capitalized, was relatively flat for
the three months ended March 31, 1999, compared to the same period of 1998.
Interest expense, net of amounts capitalized, was $36 million for the first
quarter of 1999, compared to $37 million for the first quarter of 1998.

         The Company adopted the provisions of SOP 98-5 effective January 1,
1999 and recorded a charge of $37 million as a cumulative effect of a change in
accounting principle to write-off all unamortized start-up costs as of 
January 1, 1999.

LIQUIDITY AND CAPITAL RESOURCES

         The Company's operations and expansion into new markets and product
lines have required substantial capital investment for the development and
installation of wireless communications systems and for the procurement of
subscriber devices and related equipment. Furthermore, the Company is currently
in the process of building an advanced messaging network over which it can
deploy new enhanced messaging services and customized wireless information and
completing the formation of its Centers of Excellence. Capital expenditures
(excluding payments for spectrum licenses) were $70 million for the three months
ended March 31, 1999, compared to $43 million for the corresponding period of
1998. The increase in capital expenditures in 1999 was primarily related to the
Company's advanced messaging network and its Centers of Excellence. Capital
expenditures related to the Company's buildout of its advanced messaging network
were $30 million for the three months ended March 31, 1999, compared to $10
million for the corresponding period of 1998. Capital expenditures related to
establishing the Company's Centers of Excellence, including new system
implementations, were $8 million for the three months ended March 31, 1999,
compared to $3 million for the same period of 1998.

         The amount of capital expenditures may fluctuate from quarter to
quarter and on an annual basis due to several factors; including the variability
of units in service with subscribers. Based on current expectations, the Company
anticipates the total amount of capital expenditures to slightly decrease in
1999 as compared to 1998, as it substantially completes capital expenditures
made in connection with the Company's expansion of its advanced messaging
network and the establishment of its Centers of Excellence. With the substantial
completion of these capital expenditures in 1999, the Company expects aggregate
capital expenditures in 2000 to decrease as compared to 1999.


                                       12
<PAGE>   13
         For the first three months of 1999, capital expenditures were funded by
net cash provided by operating activities of $32 million, as well as incremental
borrowings. Net cash provided by operating activities decreased $8 million for
the three months ended March 31, 1999, as compared to the same period of 1998.
The decrease resulted primarily from an increase in net loss before
restructuring charge, the provision for asset impairment, and the cumulative
effect of a change in accounting principle.

         As of March 31, 1999, the Company had $617 million of borrowings under
its $1 billion domestic revolving credit agreement (the Credit Agreement). As of
April 30, 1999, this amount had increased to $642 million. Under the Company's
debt agreements, the Company is able to borrow, provided it meets certain
financial covenants, the lesser of $1 billion or an amount based primarily upon
the Company's domestic EBITDA for the most recent fiscal quarter. For purposes
of determining available borrowings under the Credit Agreement, domestic EBITDA
is based on generally accepted accounting principles in existence as of December
31, 1995. As a result, certain items now expensed as a period cost under the
provisions of SOP 98-5 and Emerging Issues Task Force Consensus 97-13 are added
back to net loss in determining EBITDA, as defined in the Credit Agreement. Such
add backs aggregated $8 million for the first quarter of 1999. As of March 31,
1999, approximately $100 million was available for additional borrowings as of
that date based on the Company's domestic EBITDA for the first quarter of 1999.
The availability of additional borrowings in periods subsequent to March 31,
1999 is based upon the Company's domestic EBITDA for such future periods. The
Company anticipates that, similar to the first quarter of 1999, domestic EBITDA
will be negatively impacted during the second quarter of 1999 by (i.) expenses
associated with establishing the Company's Centers of Excellence infrastructure
while at the same time maintaining its traditional decentralized infrastructure,
and (ii.) expenses related to the completion of the Company's advanced messaging
network. The Company was in compliance with the covenants of its Credit
Agreement at the end of the first quarter of 1999, and has implemented
expense-control measures aimed at maintaining continued compliance. While no
assurances can be given, the Company believes that, based on continuing expense
control and stable sales levels, it will remain in compliance with the covenants
of its Credit Agreement and have sufficient capital resources to complete the
Centers of Excellence infrastructure and advanced messaging network and to make
other planned capital expenditures.

         The two credit agreements of the Company's Canadian subsidiaries
provide for total borrowings of approximately $70 million. As of March 31, 1999,
approximately $47 million of borrowings were outstanding under the Canadian
credit facilities. Additional borrowings are available under these facilities,
provided such borrowings are either collateralized or certain financial
covenants are met. As of March 31, 1999, the Company's Canadian subsidiaries are
in compliance with all financial covenants of their separate credit agreements;
however, the Company has entered into negotiations with the lenders under its
Canadian Credit Agreements to modify certain covenants that the Company believes
may not be satisfied during the second and third quarters of 1999. Although the
Company anticipates that these negotiations will be successful and will not
result in a material change in borrowing capacity or interest expense, no
assurance can be made that such result will be attained. The negotiations with
the lenders under its Canadian Credit Agreements are not expected to effect the
terms of the domestic credit facility.

         The deficiency in Free Cash Flow, defined as Adjusted EBITDA less
capital expenditures (excluding payments for spectrum licenses) and debt
service, for the Company's consolidated operations for the three months ended
March 31,1999 was $37 million. Free Cash Flow for the Company's consolidated
operations was $12 million for the three months ended March 31, 1998. Free Cash
Flow is not a measure defined in generally accepted accounting principles and
should not be considered in isolation or as a substitute for a measure of
performance in accordance with generally accepted accounting principles. The
decline in Free Cash Flow for the three months ended March 31, 1999 was
primarily the result of an increase in capital expenditures and a decrease in
Adjusted EBITDA, as previously noted. Payments for spectrum licenses totaled $4
million and $1 million, respectively, for the three months ended March 31, 1998
and 1999.


YEAR 2000 READINESS DISCLOSURE

         Year 2000 issues affect virtually all companies and organizations
throughout the world. Many existing computer programs were designed and
developed to use and store only two digits to identify a calendar year, without
considering the capability of properly recognizing the upcoming change in the
century. If not corrected by January 1, 2000, the Company could potentially
experience system failures or interruptions, such as a temporary inability to
deliver paging transmissions, system generation of erroneous data, or other
disruptions of normal business operations.

         The Company has implemented a task force and developed a comprehensive
plan to address Year 2000 issues, and is utilizing both internal and external
resources to identify, renovate, and test its systems. The Company has developed
an approach to address Year 2000 issues that includes phases for inventory of
business processes and systems, assessment of Year 2000 risk, remediation,
testing, implementation and evaluation. The 


                                       13
<PAGE>   14
Company has completed the inventory and assessment phases for all business
processes. The remediation and testing phases are ongoing. The Company is in the
process of testing its software application systems and its embedded systems,
such as its paging terminals and paging network. To date, a number of the
Company's systems have either been fully tested or partially tested, while other
systems are scheduled to be tested. Many applications are currently Year 2000
compliant, and those that are not have been earmarked for retirement,
replacement, or remediation. In connection with the Restructuring, the Company
is currently in the process of replacing all of its core systems for its new
Centers of Excellence. The Company has completed Year 2000 readiness assessment
and testing on these systems. All of the Company's critical messaging and
business applications are expected to be retired, replaced or remediated by
mid-year 1999. Implementations of replacement systems or remediated systems have
been completed for several critical systems, while other are in process or
scheduled to be performed. The evaluation phase for the Year 2000 project will
be conducted in the latter half of 1999, and will consist of business process
reviews to ensure all Year 2000 issues have been addressed.

         The Company anticipates its total cost associated with correcting Year
2000 problems, including the expenses necessary to remediate the Company's
existing systems and costs related to the collection of third-party Year 2000
readiness information, to be $3 million to $5 million, of which approximately $2
million has been incurred as of March 31, 1999. In addition, in connection with
the Restructuring, the Company is currently in the process of replacing all of
its core systems for its new Centers of Excellence at an estimated cost of
approximately $80 million to $100 million.

         The Company is working with Motorola, Inc., Glenayre Technologies,
Inc., and other primary vendors that currently supply the Company with
subscriber devices, wireless messaging terminals, and network facilities, to
assess their Year 2000 readiness. The Company's primary vendors are making the
preparations necessary for their products and services to be ready for the Year
2000. However, there can be no assurance that third parties, on which the
Company's business relies, will successfully remediate their systems on a timely
basis. The Company also relies on the provision of electrical power and
telecommunications transmission services in the operation of its business. The
Company has queried all of its primary electrical and telecommunications
suppliers regarding Year 2000 compliance. Each supplier queried believes that it
will be Year 2000 ready by the end of 1999. The Company has no means of
confirming these statements, nor any ability to ensure Year 2000 compliance by
these suppliers. The Company believes that although it may experience power
and/or transmission outages related to Year 2000 noncompliance, these outages
will be limited in both scope and duration and will not have a material adverse
effect on the Company's ability to operate nor on its results of operations. In
addition, the possibility of power and/or transmission outages is being
addressed in the contingency planning process described below.

         The Company is working with a globally recognized consulting firm to
develop contingency plans to mitigate the impact of its potential system
failures related to Year 2000 issues. The contingency plans will address the
risk of potential failures related to internal software applications, embedded
systems, infrastructure, and third-party systems (including electrical power and
telecommunications transmission services). The contingency plans are expected to
be completed by mid-year 1999.

         The cost of the Company's Year 2000 project and the timetable on which
the Company believes it will complete this project are based on management's
best estimates and include assumptions regarding third-party modification plans.
However, in particular due to the potential impact of third-party modification
plans, there can be no assurance that these estimates and this timetable will be
achieved, and actual results could differ materially from those anticipated. The
Company's business, financial position, or results of operations could be
materially adversely affected by the failure of its computer systems and
applications, or those operated by third parties, to properly operate or manage
dates beyond 1999. In addition, disruptions in the economy generally resulting
from Year 2000 issues could materially adversely affect the Company. The amount
of any potential liability or lost revenue cannot be estimated at this time.


                                       14
<PAGE>   15

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.

         There have been no material changes from the information provided in
Item 7A of the Company's Annual Report on Form 10-K for the year ended 
December 31, 1998.


                           PART II - OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS.

         The Company is involved in various lawsuits arising in the normal
course of business. In management's opinion, the ultimate outcome of these
lawsuits will not have a material adverse effect on the Company's business,
financial position, or results of operations.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

       (a)  Exhibits.

            The exhibits listed on the accompanying index to exhibits are filed
            as part of this  quarterly report.

       (b)  Reports on Form 8-K.

            None.


                                       15

<PAGE>   16

                                   SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.


                               PAGING NETWORK, INC.




Date: May 12, 1999             By: /s/ John P. Frazee, Jr.
                                   -----------------------------------------
                                       John P. Frazee, Jr.
                                       Chairman of the Board of Directors,
                                       President and Chief Executive Officer
                                       (Principal Executive Officer)



Date: May 12, 1999             By: /s/ Mark A. Knickrehm
                                   -----------------------------------------
                                       Mark A. Knickrehm
                                       Executive Vice President and Chief
                                       Financial Officer (Principal Financial
                                       Officer and Principal Accounting Officer)


                                       16
<PAGE>   17

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
   EXHIBIT
    NUMBER                             DESCRIPTION     
   ------- ---------------------------------------------------------------------     
<S>       <C>

     3.1  Restated Certificate of Incorporation of the Registrant, as amended
          (1)

     3.3  By-laws of the Registrant, as amended (11)

     4.1  Articles Sixth, Seventh, Eighth, Twelfth, and Thirteenth of the
          Restated Certificate of Incorporation of the Registrant, as amended
          (1)

     4.2  Articles II, III, and VII and Section I of Article VIII of the
          Registrant's By-laws, as amended (11)

     4.3  Form of Indenture (2)

     4.4  Shareholder Rights Agreement (3)

     4.5  First Amendment to the Shareholder Rights Agreement (11)

    10.1  1982 Incentive Stock Option Plan, as amended and restated (1)

    10.2  Form of Stock Option Agreement executed by recipients of options
          granted under the 1982 Incentive Stock Option Plan (1)

    10.3  Form of Management Agreement executed by recipients of options
          granted under the 1982 Incentive Stock Option Plan (1)

    10.4  Form of Vesting Agreement executed by recipients of options granted
          under the 1982 Incentive Stock Option Plan (1)

    10.5  Form of Indemnification Agreement executed by recipients of options
          granted under the 1991 Stock Option Plan (1)

    10.6  Form of First Amendment to Vesting Agreement executed by recipients
          of options granted under the 1982 Incentive Stock Option Plan (1)

    10.7  Form of First Amendment to Management Agreement executed by
          recipients of options granted under the 1982 Incentive Stock Option
          Plan (1)

    10.8  Amended and Restated Credit Agreement dated as of May 2, 1995 among
          the Registrant, NationsBank of Texas, N.A., Toronto Dominion
          (Texas), Inc., The First National Bank of Boston, and certain other
          lenders (4)

    10.9  Amendment No. 1 dated as of December 12, 1995 to the Amended and
          Restated Credit Agreement dated as of May 2, 1995 among the
          Registrant, NationsBank of Texas, N.A., Toronto Dominion (Texas),
          Inc., The First National Bank of Boston, and certain other lenders
          (5)
</TABLE>


                                       17
<PAGE>   18

<TABLE>
<CAPTION>
      EXHIBIT
      NUMBER                            DESCRIPTION     
      ------  -----------------------------------------------------------------
      <S>     <C>
      10.10   Second Amended and Restated Credit Agreement dated as of June 5,
              1996, among the Registrant, NationsBank of Texas, N.A., Toronto
              Dominion (Texas), Inc., The First National Bank of Boston, Chase
              Securities Inc., and certain other lenders (6)
              
      10.11   Loan Agreement dated as of June 5, 1996 among Paging Network of
              Canada Inc., The Toronto-Dominion Bank, and such other financial
              institutions as become banks (6)
              
      10.12   Loan Agreement dated as of June 5, 1996 among Madison
              Telecommunications Holdings, Inc., The Toronto-Dominion Bank, and
              such other financial institutions as become banks (6)
              
      10.13   1997 Restricted Stock Plan, as approved by shareowners on May 22,
              1997 (7)
              
      10.14   Employment Agreement dated as of August 4, 1997 among the Registrant
              and John P. Frazee, Jr. (8)
              
      10.15   First Amendment dated April 18, 1997 to the Loan Agreement dated as
              of June 5, 1996 among Paging Network of Canada Inc., The
              Toronto-Dominion Bank, and such other financial institutions as
              become banks (9)
              
      10.16   First Amendment dated April 18, 1997 to the Loan Agreement dated as
              of June 5, 1996 among Madison Telecommunications Holdings, Inc., The
              Toronto-Dominion Bank, and such other financial institutions as
              become banks (9)
              
      10.17   1992 Director Compensation Plan, as amended and restated on April
              22, 1998 (10)
              
      10.18   Amended and Restated 1991 Stock Option Plan, as approved by
              shareowners on May 21, 1998 (10)
              
      10.19   Letter dated May 26, 1998 regarding Second Amendments effective
              March 31, 1998 to the Loan Agreements dated as of June 5, 1996: (1)
              among Paging Network of Canada Inc., The Toronto-Dominion Bank, and
              such other financial institutions as become banks (2) among Madison
              Telecommunications Holdings, Inc., The Toronto-Dominion Bank, and
              such other financial institutions as become banks (10)
              
      10.20   Forms of Stock Option Agreement executed by recipients of options
              granted under the 1991 Stock Option Plan (11)
              
      10.21   Employee Stock Purchase Plan, as amended on December 16, 1998 (11)
              
      10.22   Severance Pay Plan dated as of January 20, 1999 (11)
              
      10.23   Form of Stock Option Agreement executed by recipients of options
              granted under the 1992 Director Compensation Plan (11)
              
         12   Ratio of Earnings to Fixed Charges for the three months ended March
              31, 1998 and 1999 (12)
              
         27   Financial Data Schedule (12)
</TABLE>


                                       18
<PAGE>   19
--------------------------------------------------------------------------------

      (1)   Previously filed as an exhibit to Registration Statement No.
            33-42253 on Form S-1 and incorporated herein by reference.

      (2)   Previously filed as an exhibit to Registration Statement No.
            33-46803 on Form S-1 and incorporated herein by reference.

      (3)   Previously filed as an exhibit to the Registrant's Report an Form
            8-K on September 15, 1994.

      (4)   Previously filed as an exhibit to the Registrant's Quarterly Report
            on Form 10-Q for the quarterly period ended June 30, 1995.

      (5)   Previously filed as an exhibit to the Registrant's Annual Report on
            Form 10-K for the fiscal ended December 31, 1995.

      (6)   Previously filed as an exhibit to the Registrant's Quarterly Report
            on Form 10-Q for the quarterly period ended June 30, 1996.

      (7)   Previously filed as an exhibit to the Registrant's Quarterly Report
            on Form 10-Q for the quarterly period ended June 30, 1997.

      (8)   Previously filed as an exhibit to the Registrant's Quarterly Report
            on Form 10-Q for the quarterly period ended September 30, 1997.

      (9)   Previously filed as an exhibit to the Registrant's Annual Report on
            Form 10-K for the fiscal year ended December 31, 1997.

      (10)  Previously filed as an exhibit to the Registrant's Quarterly Report
            on Form 10-Q for the quarterly period ended June 30, 1998.

      (11)  Previously filed as an exhibit to the Registrant's Annual Report on
            Form 10-K for the fiscal year ended December 31, 1998.

      (12)  Filed herewith.


                                       19