<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 JUNE 30, 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 July 31, 1999
     -----------------------------        --------------------------------------
     Common Stock, $ .01 par value                      103,959,240


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

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<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 June 30, 1999 (Unaudited)............................   3

Consolidated Statements of Operations
     for the Three and Six Months Ended June 30, 1998 and 1999 (Unaudited)......   4

Consolidated Statements of Cash Flows
     for the Six Months Ended June 30, 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,    JUNE 30,
                                                                                       1998            1999
                                                                                    -----------    -----------
<S>                                                                                 <C>            <C>
ASSETS

Current assets:
     Cash and cash equivalents ..................................................   $     3,077    $    11,343
     Accounts receivable, less allowance
          for doubtful accounts .................................................        84,440         67,523
     Inventories ................................................................         6,379         10,406
     Prepaid expenses and other assets ..........................................        15,065         13,160
                                                                                    -----------    -----------
          Total current assets ..................................................       108,961        102,432

Property, equipment, and leasehold improvements, at cost ........................     1,452,870      1,488,508
     Less accumulated depreciation ..............................................      (547,599)      (693,722)
                                                                                    -----------    -----------
          Net property, equipment, and leasehold improvements ...................       905,271        794,786

Other non-current assets, at cost ...............................................       629,372        609,070
     Less accumulated amortization ..............................................       (62,360)       (73,022)
                                                                                    -----------    -----------
          Net other non-current assets ..........................................       567,012        536,048
                                                                                    -----------    -----------
                                                                                    $ 1,581,244    $ 1,433,266
                                                                                    ===========    ===========
LIABILITIES AND SHAREOWNERS' DEFICIT

Current liabilities:
     Accounts payable ...........................................................   $    96,478    $    92,883
     Accrued expenses ...........................................................        49,692         41,715
     Accrued interest ...........................................................        43,209         44,716
     Accrued restructuring costs, current portion ...............................         8,256         13,306
     Customer deposits ..........................................................        22,735         19,078
     Deferred revenue ...........................................................        15,874         19,445
                                                                                    -----------    -----------
          Total current liabilities .............................................       236,244        231,143
                                                                                    -----------    -----------

Long-term obligations ...........................................................     1,815,137      1,864,142

Accrued restructuring costs, non-current portion ................................        18,765         12,782

Minority interest ...............................................................         1,517            (70)

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  June 30, 1999, respectively ..............         1,036          1,040
     Paid-in capital ............................................................       132,950        134,156
     Accumulated other comprehensive income .....................................         2,378          1,371
     Accumulated deficit ........................................................      (626,783)      (811,298)
                                                                                    -----------    -----------
           Total shareowners' deficit ...........................................      (490,419)      (674,731)
                                                                                    -----------    -----------
                                                                                    $ 1,581,244    $ 1,433,266
                                                                                    ===========    ===========
</TABLE>

                             See accompanying notes



                                       3
<PAGE>   4


                     CONSOLIDATED STATEMENTS OF OPERATIONS
                  (in thousands, except per share information)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                       THREE MONTHS ENDED          SIX MONTHS ENDED
                                                              JUNE 30,                  JUNE 30,
                                                      ----------------------    ----------------------
                                                        1998         1999         1998         1999
                                                      ---------    ---------    ---------    ---------
<S>                                                   <C>          <C>          <C>          <C>
Services, rent and maintenance revenues ...........   $ 235,172    $ 231,635    $ 465,033    $ 473,503
Product sales .....................................      29,329       22,930       55,218       44,622
                                                      ---------    ---------    ---------    ---------
     Total revenues ...............................     264,501      254,565      520,251      518,125
Cost of products sold .............................     (23,161)     (10,462)     (44,264)     (26,639)
                                                      ---------    ---------    ---------    ---------
                                                        241,340      244,103      475,987      491,486
Operating expenses:
     Services, rent and maintenance ...............      53,545       63,782      105,368      130,672
     Selling ......................................      23,546       21,962       45,036       45,992
     General and administrative ...................      74,153       87,939      144,224      176,229
     Depreciation and amortization ................      70,293      128,668      144,161      195,548
     Provision for asset impairment ...............        --           --           --         17,798
     Restructuring charge .........................        --           --         74,000         --
                                                      ---------    ---------    ---------    ---------
          Total operating expenses ................     221,537      302,351      512,789      566,239
                                                      ---------    ---------    ---------    ---------

Operating income (loss) ...........................      19,803      (58,248)     (36,802)     (74,753)

Other income (expense):
     Interest expense .............................     (36,753)     (37,770)     (73,531)     (73,801)
     Interest income ..............................         518          715        1,030        1,305
     Minority interest ............................         813           (8)       1,312          180
                                                      ---------    ---------    ---------    ---------
          Total other income (expense) ............     (35,422)     (37,063)     (71,189)     (72,316)
                                                      ---------    ---------    ---------    ---------

Loss before cumulative effect of a change in
     accounting principle .........................     (15,619)     (95,311)    (107,991)    (147,069)
Cumulative effect of a change in accounting
     principle ....................................        --           --           --        (37,446)
                                                      ---------    ---------    ---------    ---------

Net loss ..........................................   $ (15,619)   $ (95,311)   $(107,991)   $(184,515)
                                                      =========    =========    =========    =========
Net loss per share (basic and diluted):

Loss before cumulative effect of a change in
     accounting principle .........................   $   (0.15)   $   (0.92)   $   (1.05)   $   (1.42)
Cumulative effect of a  change in accounting
     principle ....................................        --           --           --          (0.36)
                                                      ---------    ---------    ---------    ---------

Net loss per share ................................   $   (0.15)   $   (0.92)   $   (1.05)   $   (1.78)
                                                      =========    =========    =========    =========
</TABLE>


                             See accompanying notes


                                       4
<PAGE>   5


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

<TABLE>
<CAPTION>
                                                                                 SIX MONTHS ENDED
                                                                                     JUNE 30,
                                                                              ----------------------
                                                                                1998         1999
                                                                              ---------    ---------
<S>                                                                           <C>          <C>
Operating activities:
     Net loss .............................................................   $(107,991)   $(184,515)
          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 .............................................     130,146      186,545
                 Amortization .............................................      14,015        9,003
                 Provision for doubtful accounts ..........................       9,201       12,630
                 Amortization of debt issuance costs ......................       2,215        2,260
                 Minority interest ........................................      (1,312)        (180)
                 Other ....................................................       2,313         --

     Changes in operating assets and liabilities:
                 Accounts receivable ......................................      (3,201)       3,155
                 Inventories ..............................................       3,080       (4,194)
                 Prepaid expenses and other assets ........................         147        1,762
                 Accounts payable .........................................     (13,658)      (1,947)
                 Accrued expenses and accrued interest ....................       6,919       (6,160)
                 Accrued restructuring costs ..............................      (1,335)        (933)
                 Customer deposits and deferred revenue ...................       3,484          (12)
                                                                              ---------    ---------
Net cash provided by operating activities .................................     118,023       72,658
                                                                              ---------    ---------

Investing activities:
     Capital expenditures .................................................     (87,726)    (105,956)
     Payments for spectrum licenses .......................................      (4,524)      (2,546)
     Business acquisitions and joint venture investments ..................      (3,500)        --
     Other, net ...........................................................       7,753       (6,749)
                                                                              ---------    ---------
Net cash used in investing activities .....................................     (87,997)    (115,251)
                                                                              ---------    ---------

Financing activities:
     Borrowings of long-term obligations ..................................     123,349      144,637
     Repayments of long-term obligations ..................................    (148,618)     (94,979)
     Proceeds from exercise of stock options ..............................       6,724        1,201
                                                                              ---------    ---------
Net cash provided by (used in) financing activities .......................     (18,545)      50,859
                                                                              ---------    ---------

Net increase in cash and cash equivalents .................................      11,481        8,266
Cash and cash equivalents at beginning of period ..........................       2,924        3,077
                                                                              ---------    ---------
Cash and cash equivalents at end of period ................................   $  14,405    $  11,343
                                                                              =========    =========
</TABLE>


                             See accompanying notes

                                       5
<PAGE>   6


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 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

                   Effective April 1, 1999, the Company changed the depreciable
         lives for its subscriber devices and certain network equipment. The
         Company changed the depreciable lives of its subscriber devices from
         three years to two years and the depreciable life of certain of its
         network equipment from seven years to ten years. The changes resulted
         from a review by the Company of the historical usage periods of its
         subscriber device and its network equipment and the Company's
         expectations regarding future usage periods for subscriber devices
         considering current and projected technological advances. As a result
         of these changes, depreciation expense increased by approximately $69
         million during the three months ended June 30, 1999.

                  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 $10 million, respectively, for
         the three and six months ended June 30, 1999 and a decrease in
         depreciation and amortization expense of $1 million and $3 million,
         respectively, for the three and six months ended June 30, 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 of Obtained for Internal Use" (SOP 98-1). SOP 98-1
         requires the capitalization


                                       6
<PAGE>   7


         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.

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. Effective April 1, 1999,
         the Company began accounting for its Spanish subsidiaries under the
         cost method due to the temporary nature of the investment.

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.


                                       7
<PAGE>   8



                  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 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 second quarter of 1999 and $10 million
         for the six months ended June 30, 1999.

                  The Company's restructuring activity from January 1, 1999
         through June 30, 1999 is as follows (in thousands):

<TABLE>
<CAPTION>
                                                  Beginning     Utilization of Reserve     Remaining
                                                   Reserve        Cash        Non-Cash      Reserve
                                                  ---------     ---------     ---------    ---------
<S>                                               <C>           <C>           <C>          <C>
             Lease obligation costs............   $  16,917     $     471     $      --    $  16,446
             Severance costs...................      10,104           462            --        9,642
                                                  ---------     ---------     ---------    ---------
                   Total.......................   $  27,021     $     933     $      --    $  26,088
                                                  =========     =========     =========    =========
</TABLE>

6.       LONG-TERM OBLIGATIONS

                  As of June 30, 1999, the Company had $612 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 and six months ended June 30, 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 June 30, 1998
         and 1999 were 103 million and 104 million, respectively. The number of
         shares used to compute per share amounts for the six months ended June
         30, 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 and six months ended June 30, 1998 were 8
         million and 7 million, respectively, at exercise prices ranging from
         $2.67 per share to $25.50 per share. The average number of options to
         purchase shares of the Company's Common Stock during the three and six
         months ended June 30, 1999 were 10 million at exercise prices ranging
         from $2.73 per share to $25.50 per share. These stock options


                                       8
<PAGE>   9


         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 June
         30, 1999, there were no preferred shares issued or outstanding.


9.       COMPREHENSIVE LOSS

                  Comprehensive loss for the three and six months ended June 30,
         1998 and 1999, is as follows (in thousands):

<TABLE>
<CAPTION>
                                                                    Three Months                  Six Months
                                                                   ended June 30,               Ended June 30,
                                                              ------------------------     -------------------------
                                                                1998           1999            1998           1999
                                                              ---------     ----------     ----------     ----------
<S>                                                           <C>           <C>            <C>            <C>
         Net loss .........................................   $(15,619)     $  (95,311)    $ (107,991)    $ (184,515)
         Foreign currency translation adjustments .........      1,295            (166)         1,110         (1,007)
                                                              --------      ----------     ----------     ----------
             Total comprehensive loss .....................   $(14,324)     $  (95,477)    $ (106,881)    $ (185,522)
                                                              ========      ==========     ==========     ==========
</TABLE>

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
         June 30, 1999, cash equivalents also include investments in money
         market instruments, which are carried at fair market value. Cash
         payments made for interest during both the six months ended June 30,
         1998 and 1999, were approximately $70 million, net of interest
         capitalized during the six months ended June 30, 1998 and 1999 of $9
         million and $11 million, respectively. There were no significant
         federal or state income taxes paid or refunded for the six months ended
         June 30, 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, wireless software sales, consumer content,
         VoiceNow service, Iridium WorldPage, and other future advanced
         messaging products.


                                       9
<PAGE>   10


                 The following table presents certain information related to the
         Company's business segments for the three and six months ended June 30,
         1998 and 1999.

<TABLE>
<CAPTION>
                                     Three Months Ended           Six Months Ended
                                          June 30,                    June 30,
                                    ----------------------    ------------------------
(IN THOUSANDS)                         1998         1999        1998           1999
                                    ---------    ---------    ---------      ---------
<S>                                 <C>          <C>          <C>            <C>
Net Revenues (1):
         Core (2) ...............   $ 241,281    $ 240,721    $ 475,826      $ 485,231
         Advanced  Messaging ....          59        3,382          161          6,255
                                    ---------    ---------    ---------      ---------
                                    $ 241,340    $ 244,103    $ 475,987      $ 491,486
                                    =========    =========    =========      =========

Operating income (loss):
         Core (2) ...............   $  25,223    $ (46,525)   $ (26,575)(3)  $ (54,246)(4)
         Advanced Messaging .....      (5,420)     (11,723)     (10,227)       (20,507)
                                    ---------    ---------    ---------      ---------
                                    $  19,803    $ (58,248)   $ (36,802)     $ (74,753)
                                    =========    =========    =========      =========

Adjusted EBITDA (5):
         Core (2) ...............   $  91,933    $  81,506    $ 184,096      $ 157,857
         Advanced Messaging......      (1,837)     (11,086)      (2,737)       (19,264)
                                    ---------    ---------    ---------      ---------
                                    $  90,096    $  70,420    $ 181,359      $ 138,593
                                    =========    =========    =========      =========

Free Cash Flow (6):
         Core (2) ...............   $  36,994    $  33,614    $  76,823      $  62,167
         Advanced Messaging .....     (27,610)     (36,653)     (55,691)      (102,026)
                                    ---------    ---------    ---------      ---------
                                    $   9,384    $  (3,039)   $  21,132      $ (39,859)
                                    =========    =========    =========      =========
</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 six months of
     1998 includes a restructuring charge of $74 million. See Note 5.
(4)  Operating loss for the core business segment for the first six months 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.


Adjusted EBITDA and Free Cash Flow 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.


                                       10
<PAGE>   11


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 June 30, 1999, the Company has made significant progress toward
its previously announced goal of creating a platform for long-term profitable
growth. To achieve its objectives, the Company is aggressively implementing the
Restructuring, which includes eliminating redundant administrative operations by
consolidating certain key support functions. The Company also has made
significant progress in the build-out of its advanced wireless network, which,
when completed, will permit enhanced delivery of a broad portfolio of wireless
information products and services. In April 1999, the Company completed a
realignment of its sales and marketing organizations to more clearly align those
groups with customers' needs and the Company's overall strategic direction.

         In June 1999, the Company announced the formation of a new wholly owned
subsidiary, VAST Wireless Solutions, Inc., to accelerate the development and
commercialization of business opportunities in three related areas: the
Company's Internet-based wireless information content; its business solutions
capabilities; and its wireless content gateway. Organizationally separating VAST
Wireless Solutions from the Company's other subsidiaries is expected to enhance
the groups' ability to focus on discrete opportunities and, potentially,
different business models.

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 June
30, 1999, were $244 million, an increase of 1.1% over $241 million for the
corresponding period of 1998. Net Revenues for the six months ended June 30,
1999, were $491 million, an increase of 3.3% over $476 million for the same
period in 1998. Revenues from services, rent and


                                       11
<PAGE>   12


maintenance, which the Company considers its primary business, decreased 1.5% to
$232 million for the three months ended June 30, 1999, compared to $235 million
for the three months ended June 30, 1998. Services, rent and maintenance
revenues for the six months ended June 30, 1999 increased 1.8% to $474 million,
compared to $465 million for the six months ended June 30, 1998. Increases 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
were offset by the decrease in revenues associated with the net decrease in
units in service during both the three and six months ended June 30, 1999 as
described below.

         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 six
months of 1999, a trend that began during the second half of 1998, and that the
Company expects to continue throughout the third quarter of 1999. The number of
units in service with subscribers at June 30, 1999 was 9,766,000, compared to
10,110,000 and 10,604,000 units in service with subscribers at December 31, 1998
and June 30, 1998, respectively. The average revenue per unit for the Company's
core domestic operations increased to $7.84 and $7.94, respectively, for the
three and six months ended June 30, 1999, compared to $7.44 and $7.40,
respectively, for the corresponding periods of 1998. The Company is continuing
to review its pricing structure for all of its services.

         Product sales decreased 21.8% to $23 million for the three months ended
June 30, 1999, compared to $29 million for the same period in 1998. Product
sales decreased 19.2% to $45 million for the six months ended June 30, 1999,
compared to $55 million for the corresponding period of 1998. The decreases in
product sales and corresponding decreases 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. In addition, the decreases in cost of products sold from 1998 to 1999
also resulted from the decrease in the depreciable lives of the Company's
subscriber devices from three years to two years, effective April 1, 1999. This
change had the effect of increasing depreciation expense and thereby reducing
the net book values of sold subscriber devices.

         Services, rent and maintenance expenses increased 19.1% to $64 million
for the three months ended June 30, 1999, compared to $54 million for the three
months ended June 30, 1998. Services, rent and maintenance expenses increased
24.0% to $131 million for the six months ended June 30, 1999, compared to $105
million for the six months ended June 30, 1998. The increases in services, rent
and maintenance expenses were primarily attributable to 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 contracted dispatch costs related to advanced
messaging units placed in service during 1998 and the first six months of 1999,
increased pager parts and repairs expense, and expenses associated with an
increase in transmitter sites. The increases were partially offset by the
decline in the Company's reserve for non-recoverable subscriber devices
resulting from the change in the depreciable lives of its subscriber devices
from three years to two years.

         Selling expenses decreased 6.7% to $22 million for the second quarter
of 1999, compared to $24 million for the same period in 1998. Selling expenses
increased 2.1% to $46 million for the first six months of 1999, compared to $45
million for the corresponding period of 1998. The decrease in selling expenses
for the three months ended June 30, 1999 resulted primarily from a one-time
adjustment to sales commissions expense during the second quarter of 1999 to
better reflect the period in which the sales commissions were earned. As a
result of this change, selling expenses decreased by $2 million during the
three months ended June 30, 1999. In addition, the decrease in selling expenses
for the second quarter of 1999 resulted from a lower amount of sales
commissions incurred in conjunction with the net decrease in units in service
with subscribers for the three month period ended June 30, 1999, as compared to
the same period of 1998. The increase in selling expenses for the six months
ended June 30, 1999 was primarily due to the initiation of marketing research,
continued market development, and advertising expenses associated with the
Company's promotion of its core and advanced messaging operations, including
such costs related to its SurePage and Two-Way services. Marketing research,
development costs, and advertising expenses associated with the Company's core
and advanced messaging operations are expected to grow in future periods due to
expanded promotion of these services. Partially offsetting the


                                       12
<PAGE>   13


increase in advertising costs for the six months ended June 30, 1999 was the
decrease in sales commission expense as previously discussed.

        General and administrative expenses increased 18.6% to $88 million for
the second quarter of 1999, compared to $74 million for the second quarter of
1998. General and administrative expenses increased 22.2% to $176 million for
the first six months of 1999, compared to $144 million for the first six months
of 1998. The increases in general and administrative expenses were 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. Such costs are expected
to decrease in the fourth quarter of 1999 and in 2000 as the Company completes
the transition to its Centers of Excellence.

         Depreciation and amortization expense increased 83.0% to $129 million
for the three months ended June 30, 1999, compared to $70 million for the three
months ended June 30, 1998. Depreciation and amortization expenses increased
35.6% to $196 million for the six months ended June 30, 1999, compared to $144
million for the six months ended June 30, 1998. The increases in depreciation
and amortization expense resulted primarily from the Company's change in the
depreciable lives of its subscriber devices and certain of its network
equipment, effective April 1, 1999. The Company changed the depreciable lives of
its subscriber devices from three years to two years and the depreciable life of
certain of its network equipment from seven years to ten years. The changes
resulted from a review by the Company of the historical usage periods of its
subscriber devices and its network equipment and the Company's expectations
regarding future usage periods for subscriber devices considering current and
projected technological advances. As a result of these changes, depreciation
expense increased by approximately $69 million during the three months ended
June 30, 1999 and is expected to increase by approximately $10 million during
the remainder of 1999. Depreciation and amortization expense was reduced during
the three and six months ended June 30, 1999 by certain property and equipment
becoming fully 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 third quarter of
1999 and its advanced messaging operations towards the end of 1999, which
together are expected to increase depreciation and amortization expense during
the remainder of 1999 by approximately $7 million.

         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. See further discussion in Note 5
to the Consolidated Financial Statements.

         As a result of the above factors, Adjusted EBITDA decreased 21.8% to
$70 million for the second quarter of 1999, compared to $90 million for the
corresponding period of 1998. Adjusted EBITDA decreased 23.6% to $139 million
for the first six months of 1999, compared to $181 million for the same 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
development and implementation of its Centers of Excellence, its international
operations, and the adoption of SOP 98-5. Adjusted EBITDA and Adjusted EBITDA as
a percentage of Net Revenues for the three and six months ended June 30, 1999
were positively impacted by $3 million as a result of the change in depreciable
lives of subscriber devices as previously discussed.

         Interest expense, net of amounts capitalized, was relatively flat for
the three and six months ended June 30, 1999, compared to the same periods in
1998. Interest expense, net of amounts capitalized, was $38 million for the
second quarter of 1999, compared to $37 million for the second quarter of 1998.
Interest expense, net of amounts capitalized, was $74 million for the six months
ended June 30, 1999 and 1998.


                                       13
<PAGE>   14


         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 $106 million for the six months
ended June 30, 1999, compared to $88 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 $32 million for the six months ended June 30, 1999, compared to $17 million
for the corresponding period of 1998. Capital expenditures related to
establishing the Company's Centers of Excellence, including new system
implementations, were $17 million for the six months ended June 30, 1999,
compared to $14 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 be approximately $200
million to $225 million in 1999. The Company expects during 1999 to
substantially complete 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.

         For the first six months of 1999, capital expenditures were funded by
net cash provided by operating activities of $73 million, as well as incremental
borrowings. Net cash provided by operating activities decreased $45 million for
the six months ended June 30, 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 June 30, 1999, the Company had $612 million of borrowings under
its $1.0 billion domestic revolving credit agreement (the Credit Agreement). As
of August 2, 1999, this amount had increased to $664 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 purpose 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 $9 million for the second
quarter of 1999. As of June 30, 1999, based on certain provisions of the
Company's senior notes, approximately $135 million was available for additional
borrowings as of that date based on the Company's domestic EBITDA for the second
quarter of 1999. The availability of additional borrowings in periods subsequent
to June 30, 1999 is based upon the Company's domestic EBITDA for such future
periods. The Company anticipates that, similar to the second quarter of 1999,
domestic EBITDA will be negatively impacted during the third 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 second 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.


                                       14
<PAGE>   15


         The two credit agreements of the Company's Canadian subsidiaries, as
amended on August 5, 1999, provide for total borrowings of approximately $75
million. As of June 30, 1999, approximately $50 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.

         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 and six months
ended June 30, 1999 was $3 million and $40 million, respectively. Free Cash Flow
for the Company's consolidated operations for the three and six months ended
June 30, 1998 was $9 million and $21 million, respectively. 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 and six months ended June 30, 1999 was primarily the
result of an increase in capital expenditures and a decrease in Adjusted EBITDA,
as previously noted.

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 implemented a task force and developed a comprehensive plan
to address Year 2000 issues, and continues to utilize both internal and external
resources to evaluate 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 Company has completed these phases
for all critical business processes. The Company is in the process of evaluating
the project documentation that represents the Year 2000 readiness of its
application systems and embedded systems, such as its paging terminals and
paging network. Furthermore, 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.

         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 approximately $4 million, of which approximately $3
million has been incurred as of June 30, 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 continues to work 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 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


                                       15
<PAGE>   16


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 in the
final stages of completion and selected failure scenarios will be practiced
during the third and fourth quarters of 1999 to validate the thoroughness of
these plans.

        The Company believes it has met all project deliverables according to
schedule based on management's review and verification of the project
documentation. 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.

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.


                                       16
<PAGE>   17


                           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 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         On May 19, 1999, the Company held its Annual Meeting of Shareowners, at
which all of the matters listed below were approved.

         Mr. Jeffrey M. Cunningham was elected as a Class II Director for a
         three year term to expire in 2002 (94,612,017 voting for and 680,410
         withholding authority). Mr. Robert J. Miller was elected as a Class II
         Director for a three year term to expire in 2002 (94,589,965 voting for
         and 702,462 withholding authority). Mr. Carl D. Thoma was elected as a
         Class II Director for a three year term to expire in 2002 (94,726,298
         voting for and 566,129 withholding authority).

         As of the record date of March 19, 1999, there were 103,959,140 shares
of the Company's Common Stock issued and outstanding and entitled to vote.

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.


                                       17
<PAGE>   18

                                   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: August 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: August 12, 1999              By: /s/ Julian B. Castelli
                                       -------------------------------------
                                       Julian B. Castelli
                                       Senior Vice President and Chief
                                       Financial Officer (Principal Financial
                                       Officer and Principal Accounting Officer)


                                       18
<PAGE>   19


                                  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>


                                       19
<PAGE>   20



                                  EXHIBIT INDEX

<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)

     10.24     Amended and Restated Loan Agreement dated August 5, 1999 among
               Paging Network of Canada Inc., The Toronto-Dominion Bank,
               Canadian Imperial Bank of Commerce, National Bank of Canada, and
               such other financial institutions as become banks (12)

     10.25     Amended and Restated Loan Agreement dated August 5, 1999 among
               Madison Telecommunications Holdings, Inc., The Toronto-Dominion
               Bank, Canadian Imperial Bank of Commerce, National Bank of
               Canada, and such other financial institutions as become banks
               (12)
</TABLE>


                                       20
<PAGE>   21

<TABLE>
<CAPTION>
     EXHIBIT
     NUMBER                         DESCRIPTION
     -------                        -----------
<S>            <C>
       12      Ratio of Earnings to Fixed Charges for the three and six months
               ended June 30, 1998 and 1999 (12)

       27      Financial Data Schedule (12)
</TABLE>

       -------------------

       (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 on 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 quartley 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.