##### 



SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 
 FORM 10-K/A
 Amendment No. 1
 
 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2003 Commission File Number: 0-21924 METROCALL HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter)
 Delaware
    
    54-1215634(State of incorporation)
    
    (I.R.S. Employer Identification No.)6677 Richmond Highway, Alexandria, Virginia
    
    22306(Address of Principal Executive Offices)
    
    (Zip Code)
 Registrants Telephone Number, including area code: (703) 660-6677 Securities registered pursuant to Section 12(b) of the Act:
Not applicable Securities registered pursuant to Section 12(g) of the Act: Title of Class   Common Stock ($.01 par value)
Series A Redeemable Preferred Stock ($.01 par value)
 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 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 by check mark if the disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the Registrants knowledge in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [   ] Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Rule 12(b-2). Yes [X] No [   ] Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes [X] No [   ] The aggregate market value of the common stock held by non-affiliates of
the Registrant was approximately $102,199,896 based on the closing sales price
on June 30, 2003. Common Stock, par value $0.01- 5,462,285 shares outstanding as of April 23, 2004




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This filing includes certain forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995, including statements
relating to the timing and completion of the proposed merger between Metrocall
Holdings, Inc. and Arch Wireless, Inc., which was publicly announced on March
29, 2004, and expected future revenues, liquidity, products and growth
opportunities of the combined company. These statements are based on our
managements current expectations and are subject to uncertainty and changes in
circumstances. Actual results may differ materially from these expectations
due to changes in global economic, business, competitive market and regulatory
factors, financial markets, the failure of the merger between Metrocall and
Arch to be completed for any reason or the parties being unable to realize the
benefits of the transaction. More detailed information about those factors is
contained in Metrocalls and Archs respective filings with the Securities and
Exchange Commission, including their respective annual reports on Forms 10-K
for the year ended December 31, 2003. EXPLANATORY NOTE Metrocall Holdings, Inc. is filing this Amendment No. 1 on Form 10-K/A to
its Annual Report on Form 10-K for the fiscal year ended December 31, 2003, as
filed with the SEC on March 25, 2004, for the purpose of amending and restating
Part III of such Annual Report in its entirety, as set forth below. This
Amendment No. 1 on Form 10-K/A does not change or otherwise amend the foregoing
Annual Report, including, without limitation, our previously reported financial
statements and other financial disclosures. PART III ITEM 10. Directors And Executive Officers Of The Registrant Board Of Directors Metrocalls bylaws require that Metrocall have seven directors. Pursuant
to Metrocalls bylaws adopted in connection with its emergence from bankruptcy
proceedings on October 8, 2002, its board of directors was initially comprised
of: four directors appointed by the secured lenders that were party to
Metrocalls predecessors secured credit facility; one director appointed by an
ad hoc committee formed by certain holders of senior subordinated notes issued
by Metrocalls predecessor; one independent director appointed by the
collective mutual consent of the secured lenders and the ad hoc committee; and
Metrocalls chief executive officer at that time, by virtue of such office.
Metrocalls bylaws provide that the chief executive officer and the four
directors appointed by the secured lenders are elected for a term of one year,
expiring at the next annual meeting of Metrocall stockholders, while the two
remaining directors each serve an initial three-year term, which will expire at
the 2005 annual meeting of Metrocall stockholders. On March 29, 2004, we
announced that we had entered into a merger agreement with Arch Wireless, Inc.,
a copy of which is attached as Exhibit 2.5 hereto and is incorporated herein by
reference. Metrocalls merger with Arch is conditioned upon, among other
things, the approval of the stockholders of each of Metrocall and Arch and
requisite governmental and regulatory consents and approvals. Additional
information about the merger is available in Metrocalls Current Reports on
Form 8-K, as filed with the SEC on March 31, 2004. Metrocalls bylaws provide after the initial appointment of its board of
directors, that directors whose terms are due to expire may bere-elected or
replaced by its stockholders at the next annual meeting of stockholders. At
the Metrocall stockholders meeting on May 7, 2003, the two directors with 2




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three-year terms continued as directors, and the four directors initially
appointed by the secured lenders and Mr. Kelly were elected to serve for an
additional term of one year by Metrocall stockholders. Because Metrocall will hold a special meeting of Metrocall stockholders to
approve the merger with Arch, Metrocall does not anticipate holding a regular
annual meeting of its stockholders in 2004. If the merger is not completed,
Metrocall will hold an annual meeting of its stockholders to elect directors. The following table sets forth the names of Metrocalls directors. The
table also sets forth each such persons age on April 23, 2004, the period
during which he has served as a director, the expiration of his term, and the
positions he currently holds with Metrocall. Expiration OfNominees
    
    Age
    
    Director Since
    
    Term
    
    Positions Held With MetrocallEugene I. Davis
    
    
    49
    
    
    
    2002
    
    
    
    2004
    
    
    DirectorNicholas A. Gallopo
    
    
    72
    
    
    
    2002
    
    
    
    2004
    
    
    DirectorVincent D. Kelly
    
    
    44
    
    
    
    2003
    
    
    
    2004
    
    
    Director, President and
Chief Executive OfficerBrian OReilly
    
    
    44
    
    
    
    2002
    
    
    
    2004
    
    
    DirectorDavid J. Leonard
    
    
    51
    
    
    
    2002
    
    
    
    2004
    
    
    DirectorSteven D. Scheiwe
    
    
    43
    
    
    
    2002
    
    
    
    2005
    
    
    DirectorRoyce Yudkoff
    
    
    48
    
    
    
    1997
    
    
    
    2005
    
    
    Chairman of the Board
 We set forth below certain biographical information regarding the
directors of Metrocall. Eugene I. Davis has been a director of Metrocall since October 2002. Mr.
Davis has been the Chairman and Chief Executive Officer of Pirinate Consulting
Group, L.L.C., a privately-held consulting firm specializing in, among other
things, crisis and turnaround management, since 1999. In connection with his
role at Pirinate, Mr. Davis has served RBX Industries, Inc. as its Chairman,
Chief Executive Officer and President from January 2001 to December 2003.
Prior to that, Mr. Davis was the Chief Executive Officer of Smartalk
Teleservices, Inc. from 1999 to 2001, and the Chief Operating Officer of
Total-Tel USA Communications, Inc. from 1998 to 1999. Mr. Davis currently
serves as a director for TelCove, Inc., Eagle Geophysical, Inc., and Tipperary
Corporation. Mr. Davis was a director of Coho Energy, Inc. at the time of its
filing of a petition under Chapter 11 of the Bankruptcy Code. Nicholas A. Gallopo has been a director of Metrocall since October 2002.
Mr. Gallopo is a consultant and Certified Public Accountant. He retired as a
partner of Arthur Andersen LLP in 1995 after 31 years with the firm. He also
served as a director of Neuman Drug Company in 1995 and 1996, a director of
Wyant Corporation, formerly Hosposable Products, Inc., from 1995 to 2001, and a
director of Bridge Information Systems, Inc. from 2000 to 2002. Vincent D. Kelly was appointed President and CEO of Metrocall on February
5, 2003. Prior to assuming this role, Mr. Kelly was the Chief Operating
Officer, Chief Financial Officer, and Executive Vice President of Metrocall.
He has also served as the Treasurer from August 1995 to February 2003 and
served as a Director of Metrocall from 1990 to 1996. Mr. Kelly was responsible
for managing the Companys financial restructuring in 2002. He has been
heavily involved in Metrocalls merger and acquisition strategy. Mr. Kelly was
also involved in taking the Company public in 1993 and managed all 3




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subsequent public offerings and financings. Prior to joining Metrocall in
1987, he served in public accounting. Mr. Kelly currently serves on the board
of directors of Penton Media, Inc. and GTES, LLC. Mr. Kelly was an executive
officer of Metrocall at the time of its filing in June of 2002 of a petition
under Chapter 11 of the Bankruptcy Code. David J. Leonard has been a director of Metrocall since October 2002. Mr.
Leonard is currently President of Liberty Media Latin America. Prior to that,
Mr. Leonard was the President of DJL Consulting LLC, the President and CEO of
VeloCom Inc., the founding shareholder of Vesper, Latin Americas largest
competitive local exchange carrier. Before founding VeloCom in 1998, Mr.
Leonard was the President and CEO of United International Holdings in Latin
America, which he founded in 1993. Mr Leonard has been involved in the media
and telecommunications business since 1977. Mr. Leonard is on the board of Cablevision (Argentina), Metropolis-Intercom (Chile), Sky Latin America
and is a past board member of Net Sao Paulo (Brazil), Vesper (Brazil), Swedish Cable and
Dish (Sweden), the Colorado Cable Television Association and the Samaritan Shelter for the Homeless. Brian OReilly has served on the board of Metrocall since October 2002.
Prior to that, he worked for 16 years at Toronto Dominion Bank, during which
period Toronto Dominion was one of the largest providers of capital in the
media/telecommunications sector. Approximately 10 years of his tenure at
Toronto Dominion were focused on telecommunications clients. From 1992 to 1996
he had primary responsibility for structuring and syndicating bank loans for
domestic telecommunications operators. From 1996 to 2002 he was managing
director of the media/ telecommunications group where he originated bank loans,
private equity, advisory and mergers and acquisitions business primarily from
wireless and emerging telecommunications clients. Steven D. Scheiwe has been a director of Metrocall since October 2002.
Since May 2001, Mr. Scheiwe has been the President of Ontrac Advisors, Inc., a
management and business consulting firm providing analysis and management
services to private equity groups, privately held companies and traders of
distressed corporate bond issues. Prior to this, Mr. Scheiwe served as the
Chief Executive Officer of Teletrac, Inc., a wireless location and
telecommunications service provider, from 1999 to May 2001, and as general
counsel and secretary of Teletrac from 1995 to 1999. Mr. Scheiwe currently
serves on the board of directors of Neff Corporation, Microcell
Telecommunications, Inc., General Chemical Industrial Products, Inc. and
Reptron Electronics, Inc. Mr. Scheiwe was Chief Executive Officer of Teletrac,
Inc. at the time of its filing of a petition under Chapter 11 of the Bankruptcy
Code. In addition, Mr. Scheiwe was a director of Nucentrix Broadband
Communications, Inc. at the time of its filing of a petition under Chapter 11
of the Bankruptcy Code. Royce Yudkoff has been a director of Metrocall since April 1997 and has
served as chairman since February 2003. Mr. Yudkoff is the Managing Partner of
ABRY Partners, LLC, a private equity investment firm which focuses exclusively
on the media and communications sector. Prior to co-founding ABRY in 1989, Mr.
Yudkoff was a partner at Bain & Company, an international management
consultancy firm where he shared responsibility for Bains media practice. Mr.
Yudkoff serves on the board of directors of Muzak, LLC and Nexstar Broadcasting
Group. Mr. Yudkoff was a director of Metrocall at the time of its filing of a
petition under Chapter 11 of the Bankruptcy Code. 4




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Executive Officers Executive officers of Metrocall serve at the pleasure of the Board of
Directors, subject in Mr. Kellys case to the provisions of his employment
agreement. This table sets forth the names of the executive officers of
Metrocall, their ages as of April 23, 2004, and their positions with Metrocall. Name
    
    Age
    
    PositionVincent D. Kelly
    
    
    44
    
    
    President and Chief Executive OfficerStan F. Sech
    
    
    60
    
    
    Chief Operating OfficerGeorge Z. Moratis
    
    
    38
    
    
    Chief Financial Officer and Treasurer
 We set forth below certain biographical information concerning the
individuals listed above. Vincent D. Kelly  See biography under Board of Directors. Stan F. Sech was appointed Chief Operating Officer on February 5, 2003.
In this capacity, he manages the operations of the company including Sales and
Marketing, Supply Chain Management, Call Center, Customer Care and the Field
Sales Operating Regions. He joined Metrocall in early 2000 as Senior Vice
President of Corporate and Business Development and Integration. Mr. Sech has
been instrumental in the development of a number of strategic alliances,
content agreements and business opportunities. He was responsible for the
negotiations of several acquisitions and due diligence duties related to other
acquisition candidates. He was also instrumental during the reorganization
process in helping to renegotiate and eliminate leases for facilities and
locations no longer required. Mr. Sech has over 20 years of experience in the
wireless messaging industry and has been recognized as a telecommunications
industry leader. Previously, he served as CEO of PageOne Communications in the
United Kingdom and worked with the European wireless industry. Prior to
PageOne Communications, he was President & COO of USA Mobile Communications.
He was Senior Vice President and General Manager of Graphic Scanning
Corporation. He also was a board member of both the U.S. and European wireless
paging industry associations and presently serves on the board of IRIS Wireless
and GTES, LLC. George Z. Moratis was appointed Chief Financial Officer on February 5,
2003. He joined Metrocall in December 1998 and has served as Vice President and
Senior Vice President of Finance and Assistant Treasurer. His responsibilities
have included external financial reporting, financial planning, due diligence
and transactions, and managing the Treasury, Purchasing and Accounts Receivable
functions for the company. Mr. Moratis was previously with MCI Communications
where he was a senior manager of external financial reporting. Prior to MCI, he
worked within the Division of Corporation Finance of the Securities and
Exchange Commission and in public accounting with Deloitte & Touche, LLP. Mr.
Moratis is a Certified Public Accountant. He presently serves as Secretary of
GTES, LLC. Audit and Governance Committee The Board of Directors has established an Audit and Governance Committee
to review the scope of the independent annual audit and Metrocalls corporate
governance policies and principles. On December 31, 2003, Messrs. Gallopo
(chair), Davis, and Scheiwe were members of the Audit and Governance Committee. 5




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Audit and Governance Committee Financial Expert The Board of Directors has determined that Metrocall has a financial
expert on its Audit and Governance Committee. Mr. Gallopo is the financial
expert on the Audit and Governance Committee and an independent director of
Metrocall. Section16(a)Beneficial Ownership Reporting Compliance Based solely upon a review of Forms 3, 4 and 5 and any amendments thereto
furnished to Metrocall pursuant to Rule 16a-3(c) promulgated under the Exchange
Act, we are not aware of any failure of any officer, director or beneficial
owner of more than 10% of the shares of our common stock or preferred stock to
timely file with the SEC any Form 3, 4 or 5 in respect of Metrocall during the
fiscal year ended December 31, 2003, except for the following instances: each
of Messrs. Sech and Moratis filed one late Form 3 with respect to their
appointments in February 2003 as chief operating officer and chief financial
officer, respectively, which was filed upon their receiving grants of options
for shares of Metrocalls common stock in May 2003. During the period between
their respective appointments and the grant of such options, neither Mr. Sech
nor Mr. Moratis held any shares or options for shares of Metrocall capital
stock. Code of Ethics Metrocall has adopted a code of ethics that applies to its principal
executive officer, principal financial officer and principal accounting
officer. This code of ethics is available on Metrocalls internet website at
http://storefront.metrocall.com/assets/about_mcll/downloads/HR023_ethcsplcy_2_04.pdf. ITEM 11. Executive Compensation Summary Compensation Table The following table sets forth a summary of all compensation during the
last three fiscal years for (1) Metrocalls Chief Executive Officer and (2) the
executive officers of Metrocall whose aggregate annual salary and bonus
exceeded $100,000 for the year ended December 31, 2003 (the named executive
officers). For the YearName and
    
    Ended
    
    
    
    
    
    
    
    
    
    All OtherPrincipal Position
    
    December 31
    
    Salary
    
    Bonus(a)
    
    CompensationVincent D. Kelly (1)
    
    
    2003
    
    
    $
    511,502
    
    
    $
    1,060,000
    
    
    $
    4,308
    (b)President and Chief Executive Officer
    
    
    2002
    
    
    
    400,010
    
    
    
    600,000
    
    
    
    4,346
    (b)2001
    
    
    
    400,010
    
    
    
    1,200,000
    
    
    
    3,300
    (b)William L. Collins III (2)
    
    
    2003
    
    
    $
    77,463
    
    
    $
    0
    
    
    $
    1,815,000
    (c)Former President and Chief Executive
    
    
    2002
    
    
    
    530,010
    
    
    
    795,000
    
    
    
    44,982
    (d)Officer
    
    
    2001
    
    
    
    530,010
    
    
    
    1,590,000
    
    
    
    44,982
    (d)Stan F. Sech (3)
    
    
    2003
    
    
    $
    306,485
    
    
    $
    525,000
    
    
    $
    2,096
    (b)Chief Operating Officer
    
    
    2002
    
    
    
    306,485
    
    
    
    160,000
    
    
    
    3,742
    (b)2001
    
    
    
    306,428
    
    
    
    55,000
    
    
    
    3,704
    (b)George Z. Moratis (4)
    
    
    2003
    
    
    $
    191,502
    
    
    $
    297,032
    
    
    $
    5,317
    (b)Chief Financial Officer and Treasurer
    
    
    2002
    
    
    
    138,325
    
    
    
    101,969
    
    
    
    3,579
    (b)2001
    
    
    
    138,322
    
    
    
    35,000
    
    
    
    1,597
    (b)
  (a)
    
    Includes bonuses earned in the year indicated, whether paid in the year
indicated or the following year. 6




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(b)
    
    Allocation of employer contribution under the Metrocall, Inc. Savings and
Retirement Plan.  (c)
    
    Aggregate of other payments by Metrocall upon Mr. Collins severance from
Metrocall.  (d)
    
    Payments by Metrocall for life insurance premiums pursuant to Mr.
Collins employment agreement.  (1)
    
    As of February 5, 2003, Mr. Kelly became President and Chief Executive
Officer. Prior to that time, Mr. Kelly was the Chief Financial Officer,
Chief Operating Officer, Treasurer and Executive Vice President.  (2)
    
    As of February 5, 2003, Mr. Collins was removed as President and Chief
Executive Officer.  (3)
    
    As of February 5, 2003, Mr. Sech became Chief Operating Officer. Prior
to such date, Mr. Sech was not an executive officer.  (4)
    
    As of February 5, 2003, Mr. Moratis became Chief Financial Officer and
Treasurer. Prior to such date, Mr. Moratis was not an executive officer. Option Grants In 2003 Stock options were granted to the named executive officers during the
fiscal year ended December 31, 2003, as set forth below. Option Grants in Last Fiscal YearNumber ofShares ofCommon Stock
    
    Percent of TotalUnderlying
    
    Options Granted
    
    ExerciseOptions
    
    to Employees in
    
    Price per
    
    Expiration
    
    Grant DateName
    
    Granted (1)
    
    Fiscal Year
    
    Share
    
    Date
    
    Present Value (2)Vincent D. Kelly
President and Chief Executive Officer
    
    
    60,000
    
    
    
    14.63
    %
    
    $
    0.566
    
    
    May 7, 2013
    
    $
    88,560Stan F. Sech
Chief Operating Officer
    
    
    30,000
    
    
    
    7.32
    %
    
    $
    0.566
    
    
    May 7, 2013
    
    $
    44,280George Z. Moratis
Chief Financial Officer and Treasurer
    
    
    30,000
    
    
    
    7.32
    %
    
    $
    0.566
    
    
    May 7, 2013
    
    $
    44,280
  (1)
    
    These options were granted on May 7, 2003, and vest and are exercisable
with respect to 50% of the underlying shares on the first anniversary of
the grant, May 7, 2004, and with respect to the remaining 50% of the
underlying shares of Metrocall common stock on the second anniversary of
the grant, May 7, 2005.  (2)
    
    The present value of each grant was estimated on the date of grant using
the Black-Scholes option pricing model. In computing these amounts,
Metrocall assumed a risk-free interest rate of 1.37% per annum, an
expected life of 10 years and vesting period as noted in (1) above, an
expected dividend yield of zero and an expected volatility of 62.12%. Aggregate Option Exercises in 2003 and Option Year-End Value The following table sets forth information concerning options exercised
during 2003 by each of the executive officers identified in the Summary
Compensation Table above and the number and value of unexercised stock options
held by each of those executive officers. Amounts described in the following 7




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table under the heading Value of Unexercised In-the-Money Options at
Fiscal Year End are based on the aggregate fair market value of the underlying
shares of common stock on December 31, 2003 ($73.00 per share), less the
aggregate option exercise price. Amounts described in the following table under
the heading Value Realized represent the difference between the aggregate
fair market value of the underlying shares of common stock on the date of
exercise and the aggregate exercise price. Number of Shares Underlying
    
    Value of UnexercisedUnexercised Options at Fiscal
    
    In-the-Money Options atYear-End
    
    Fiscal Year-EndSharesAcquiredName
    
    on Exercise
    
    Value Realized
    
    Exercisable
    
    Unexercisable
    
    Exercisable
    
    UnexercisableVincent D. Kelly
President and Chief
Executive Officer
    
    
    0
    
    
    
    N/A
    
    
    
    0
    
    
    
    60,000
    
    
    
    0
    
    
    $
    4,346,040Stan F. Sech
Chief Operating Officer
    
    
    0
    
    
    
    N/A
    
    
    
    0
    
    
    
    30,000
    
    
    
    0
    
    
    $
    2,173,020George Z. Moratis
Chief Financial Officer
and Treasurer
    
    
    0
    
    
    
    N/A
    
    
    
    0
    
    
    
    30,000
    
    
    
    0
    
    
    $
    2,173,020
 Director Compensation Directors who are not full-time officers of Metrocall (currently, all of
the directors, other than Mr. Kelly) receive an annual fee of $40,000 for
serving on the Board and an additional annual fee of $4,000 for serving on a
committee, plus $2,500 for each regular board meeting attended and $1,500 for
each special board or committee meeting. Directors who are full-time officers
of Metrocall receive no additional compensation for serving on the Board or its
committees. Directors are reimbursed for travel costs and other out-of-pocket
expenses incurred in attending meetings. The Metrocall Holdings, Inc. 2003 Stock Option Plan, provides for formula
grants of common stock options to directors who have never been officers or employees
of Metrocall and allows the Board to make discretionary grants to any director.
Under the plan, directors are eligible to receive options. During 2003
non-employee directors received options for an aggregate of 60,000 shares of
common stock. Employment Arrangements Mr. Kelly is party to an amended and restated employment agreement with
Metrocall and its subsidiary, Metrocall, Inc., dated as of February 5, 2003, as
amended by an amendment dated as of March 25, 2004, a copy of which is attached
as Exhibit 10.4 hereto and is incorporated herein by reference, which expires
on October 8, 2005. Under his current employment agreement, Mr. Kelly has an
annual salary of $530,000 and is entitled to an annual bonus of between 80% and
150% of base salary based on targeted paydowns of Metrocall debt amounts. In
addition, Mr. Kelly has been granted 100,000 shares of Series A preferred stock
of the Company, subject to transfer restrictions which are scheduled to lapse
as to respective one thirds of the shares on each of the first, second and
third anniversaries of the date of Metrocalls emergence from bankruptcy
proceedings. Mr. Kellys shares of preferred stock have been partially
redeemed and his remaining shares of preferred stock are scheduled to be
redeemed on May 17, 2004, in accordance with the notice of redemption of the
remaining outstanding preferred stock dated March 31, 2004. Termination of Employment. Mr. Kellys employment agreement provides for
certain payments upon various terminations of employment. If Mr. Kellys
employment is terminated by reason of death or disability, Metrocall will pay
Mr. Kelly (or his legal representatives, if applicable), base salary until 8




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the Expiration Date. If Mr. Kelly is terminated without cause or Mr.
Kelly terminates his employment for good reason (each as defined under the
employment agreement), Mr. Kelly would receive (i) two times base salary, (ii)
an amount equal to the cash performance bonus paid or payable to Mr. Kelly with
respect to the annual period prior to the year of termination and (iii) lapse
of restrictions on the restricted stock. The payments set forth above would be
made to Mr. Kelly within 45 days after the applicable termination of
employment. Change of Control. Upon a Change of Control (as defined under Mr.
Kellys employment agreement), Mr. Kelly would receive a payment equal to .20%
of the new capital invested in Metrocall in connection with the Change in
Control. Such payment would be paid in a lump sum within 10 days after the
consummation of the Change in Control. In the event Mr. Kelly becomes subject
to excise taxes under Section 4999 of the Internal Revenue Code, the employment
agreement provides for a tax gross up payment. 2004 Amendment to Employment Agreement.On March 25, 2004, in connection
with the proposed merger of Metrocall and Arch Wireless, Inc., the Board of
Directors approved an amendment to Mr. Kellys February 5, 2003 employment
agreement that (1) approved and ratified a bonus payment of $530,000 for
meeting performance targets previously set by the Board for fiscal year 2004
ahead of schedule in fiscal year 2003, which was paid in January 2004, (2)
provided for a guaranteed minimum bonus payment of $530,000, payable in
February 2005, provided that certain performance targets established by
Metrocalls board of directors for the 2004 calendar year are met, and (3)
provided for a cash bonus of one million dollars, upon the completion of the
merger with Arch. The one million dollars cash bonus is in lieu of any other
payments with respect to the merger and was conceived by the Metrocall Board as
a suitable replacement for the Change of Control payment under Mr. Kellys
employment agreement. Because no new capital would be invested as a result of
Metrocalls merger with Arch as originally conceived, the Metrocall Board had
committed to considering a suitable replacement for the Change of Control
payment in Mr. Kellys employment agreement at the time that the Board had
authorized Metrocalls efforts to pursue the merger with Arch in September
2003. Upon and subject to completion of the merger of Metrocall and Arch, Mr.
Kelly and the new holding company that will wholly own both Metrocall and Arch
will enter into a new employment agreement and Mr. Kellys existing employment
agreement with Metrocall will be terminated. The new agreement will be for an initial
term of three years commencing on the date of consummation of the merger and
provide for an annual salary of $600,000 for Mr. Kelly. For the remainder of
calendar year 2004, Mr. Kelly will be entitled to a minimum bonus of $530,000
payable in February 2005, provided that certain performance targets previously set
by the  compensation committee of the Metrocall Board
are met. For subsequent calendar years, Mr. Kelly will be eligible for
an annual bonus of up to 200% of his base salary based on achievement of
certain performance targets to be set by the new holding companys board of
directors or the compensation committee thereof. Mr. Kellys employment agreement with the new holding company will also
provide for certain payments upon termination of his employment. If Mr. Kellys
employment is terminated by reason of death or disability, the new holding
company will pay Mr. Kelly (or his legal representatives), his base salary
through the remaining term of his employment agreement payable in a lump sum.
If Mr. Kelly is terminated without cause or if Mr. Kelly terminates his
employment for good reason (generally if the new holding company makes adverse
changes to Mr. Kellys compensation, benefits, or duties or requests that he
relocate), Mr. Kelly would receive the following (1) an amount equal to his
full base salary for the greater of two years and the remaining term of his
employment agreement; (2) an amount equal to the annual bonus paid or payable
to Mr. Kelly with respect to the prior annual period; (3) reimbursement of the
cost of continuation of group health coverage for the greater of two years and the remaining term of
his employment agreement; and (4) 9




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##### 



full vesting of any equity compensation and the lapse of all restrictions
with respect to any restricted stock granted to Mr. Kelly. If Mr. Kellys
employment is terminated by the new holding company without cause or by Mr.
Kelly for good reason in connection with a change of control, Mr. Kelly will
be is entitled to reimbursement for any applicable excise taxes paid. Compensation Committee Interlocks and Insider Participation The Board of Directors has appointed a Compensation Committee to consider
compensation matters. At December 31, 2003, Messrs. OReilly (chair), Leonard
and Yudkoff were members of the Compensation Committee. No member of the
Compensation Committee was, during the 2003 fiscal year or prior thereto, an
officer or employee of Metrocall or any of its subsidiaries. ITEM 12. Security Ownership of Certain Beneficial Owners and Management There were 5,462,285 shares of Metrocalls common stock and 605,673 shares
of Metrocalls Series A preferred stock issued and outstanding on April 23,
2004. Metrocall has scheduled the redemption of the remaining outstanding
shares of Metrocalls Series A preferred stock for May 17, 2004, pursuant to a
notice of redemption dated March 31, 2004. The following table sets forth
certain information, as of April 23, 2004, regarding beneficial ownership of
Metrocalls common stock and Series A preferred stock by (1) each director and
executive officer of Metrocall, (2) all directors and executive officers of
Metrocall as a group and (3) each person who is known to Metrocall to own more
than 5% of either Metrocalls common stock or Series A preferred stock. Under the rules of the Securities and Exchange Commission, a beneficial
owner of Metrocalls common stock and Series A preferred stock is a person who
directly or indirectly has or shares voting power or investment power with
respect to the shares of stock. Voting power is the power to direct the vote
of the shares. Investment power is the power to dispose of or direct the
disposition of the shares. Beneficial ownership of the shares also includes
those shares as to which voting power or investment power may be acquired
within 60 days. The information on beneficial ownership in the following table is based
upon Metrocalls records and the most recent Schedule 13D or 13G filed by each
such person or entity. Unless otherwise indicated, each person has sole voting
power and sole investment power with respect to the shares shown. Shares and Percentages Of Beneficially Owned Common & Series A Preferred Stock
as of April 23, 2004 (reflecting the 5 for 1 common stock split on October 16,
2003) Shares of
    
    
    
    
    
    Shares of
    
    Percentage ofCommon
    
    Percentage of
    
    Preferred
    
    ClassNAME
    
    Stock Owned
    
    Class Outstanding
    
    Stock Owned
    
    OutstandingRoyce Yudkoff, Chairman of the Board
and Director
    
    
    10,005
    (a)
    
    
    *
    
    
    
    0
    
    
    
    0Vincent D. Kelly, President and
Chief Executive Officer
    
    
    30,000
    (b)
    
    
    *
    
    
    
    10,113
    
    
    
    **Stan F. Sech, Chief Operating Officer
    
    
    15,000
    (c)
    
    
    *
    
    
    
    0
    
    
    
    0George Z. Moratis, Chief Financial
Officer and Treasurer
    
    
    15,000
    (d)
    
    
    *
    
    
    
    0
    
    
    
    0Eugene I. Davis, Director
    
    
    10,000
    (e)
    
    
    *
    
    
    
    0
    
    
    
    0Nicholas A. Gallopo, Director
    
    
    10,000
    (e)
    
    
    *
    
    
    
    0
    
    
    
    0Brian OReilly, Director
    
    
    10,000
    (e)
    
    
    *
    
    
    
    0
    
    
    
    0
 10




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##### 



Shares of
    
    
    
    
    
    Shares of
    
    Percentage ofCommon
    
    Percentage of
    
    Preferred
    
    ClassNAME
    
    Stock Owned
    
    Class Outstanding
    
    Stock Owned
    
    OutstandingDavid J. Leonard, Director
    
    
    10,000
    (e)
    
    
    *
    
    
    
    0
    
    
    
    0Steven D. Scheiwe, Director
    
    
    10,000
    (f)
    
    
    *
    
    
    
    0
    
    
    
    0All directors and executive officers
as a group (9 persons)
    
    
    120,005
    (g)
    
    
    **
    
    
    
    10,113
    
    
    
    **Alpine Associates, L.P.
100 Union Ave.
Cresskill, New Jersey 07626
    
    
    0
    
    
    
    0
    
    
    
    46,937
    
    
    
    7.7
    %Capital Crossover Partners, Inc.
1001 19th Street North, Suite 1120
Arlington, VA 22209
    
    
    0
    
    
    
    0
    
    
    
    33,052
    
    
    
    5.5
    %Commercial Loan Funding Trust I
JP Morgan Chase Tower
600 Travis Street
Houston, TX 77002
    
    
    0
    
    
    
    0
    
    
    
    64,635
    
    
    
    10.7
    %Endeavour, LLC
c/o PPM America, Inc.
225 West Wacker Drive, Suite 1200
Chicago, IL 60606-6301
    
    
    183,155
    
    
    
    **
    
    
    
    46,750
    
    
    
    7.7
    %Fleet National Bank
777 Main Street, M.S. CT EH 40221B
Hartford, CT 06115
    
    
    341,055
    
    
    
    6.2
    %
    
    
    87,052
    
    
    
    14.4
    %Morgan Stanley & Co.
One Pierrepoint Place
New York, NY 11201
    
    
    0
    
    
    
    0
    
    
    
    38,428
    
    
    
    6.3
    %Toronto Dominion (Texas), Inc.
c/o TD Texas, Inc.
909 Fannin Street, Suite 1700
Houston, TX 77010
    
    
    191,865
    
    
    
    **
    
    
    
    87,052
    
    
    
    14.4
    %Wachovia Bank, NA
191 Peachtree Street N.E.
Atlanta, GA 30303-1757
    
    
    0
    
    
    
    0
    
    
    
    87,052
    
    
    
    14.4
    %Leucadia National Corporation & its
subsidiaries WebLink Wireless, Inc.
& WebLink Wireless I, L.P.
315 Park Avenue South
New York, NY 10010
    
    
    625,000
    (h)
    
    
    11.2
    %
    
    
    0
    
    
    
    0Franklin Advisers, Inc.
One Franklin Parkway
San Mateo, CA 94403
    
    
    276,590
    
    
    
    5.1
    %
    
    
    0
    
    
    
    0
   *
    
    Less than 1%.**
    
    Less than 5%.(a)
    
    Includes 10,000 shares of Metrocalls common stock issuable upon the
exercise of options granted under Metrocalls 2003 stock option plan that
vest upon such directors re-election in 2005, but are immediately vested
and exercisable immediately prior to the completion of the merger between
Metrocall and Arch, which for the purposes of this table is assumed to be
within 60 days of this filing.(b)
    
    Consists of 30,000 shares of Metrocalls common stock issuable upon the
exercise of options granted under Metrocalls 2003 stock option plan that
will be exercisable on and after May 7, 2004.(c)
    
    Consists of 15,000 shares of Metrocalls common stock issuable upon the
exercise of options granted under Metrocalls 2003 stock option plan that
will be exercisable on and after May 7, 2004. 11




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##### 



(d)
    
    Consists of 15,000 shares of Metrocalls common stock issuable upon the
exercise of options granted under Metrocalls 2003 stock option plan that
will be exercisable on and after May 7, 2004.(e)
    
    Consists of 10,000 shares of Metrocalls common stock issuable upon the
exercise of options granted under Metrocalls 2003 stock option plan that
vest upon such directors re-election in 2004, but are immediately vested
and exercisable immediately prior to the completion of the merger between
Metrocall and Arch, which for the purposes of this table is assumed to be
within 60 days of this filing.(f)
    
    Consists of 10,000 shares of Metrocalls common stock issuable upon the
exercise of options granted under Metrocalls 2003 stock option plan that
vest upon such directors re-election in 2005, but are immediately vested
and exercisable immediately prior to the completion of the merger between
Metrocall and Arch, which for the purposes of this table is assumed to be
within 60 days of this filing.(g)
    
    Includes of an aggregate of 120,000 shares of Metrocalls common stock
issuable upon the exercise of options granted under Metrocalls 2003 stock
option plan, as described in footnotes (a)(f) above.(h)
    
    Includes an aggregate of 25,000 shares of Metrocalls common stock
issuable upon the exercise of warrants granted to WebLink Wireless I, L.P.
in connection with Metrocalls acquisition of certain assets of WebLink
Wireless, Inc. on November 18, 2003. Included also are another 100,000
shares of Metrocalls common stock issuable upon the exercise of warrants
granted to WebLink Wireless I, L.P. in connection with such acquisition
that vest annually in increments of warrants to purchase 25,000 shares
commencing on November 18, 2004, but will vest and are exercisable
immediately upon receipt of the Federal Communications Commissions
approval of pending license transfers from various Weblink entities to
Metrocall, which for the purposes of this table is assumed to occur within
60 days of this filing. According to a Schedule 13D filed by Leucadia
National Corporation, and its subsidiaries, WebLink Wireless, Inc. and
WebLink Wireless I, L.P., on November 26, 2003, WebLink Wireless, Inc. is
a Delaware corporation and the general partner of WebLink Wireless I,
L.P., and Leucadia is a New York corporation that holds approximately
80.2% of the outstanding stock of WebLink Wireless, Inc. According to
their filing on Schedule 13D, approximately 26.5% of the common shares of
Leucadia outstanding at November 12, 2003 (including shares issuable
pursuant to currently exercisable warrants), is beneficially owned
(directly and through family members) by Ian M. Cumming, Chairman of the
Board of Directors of Leucadia, and Joseph S. Steinberg, a director and
President of Leucadia (excluding an additional 1.6% of the common shares
of Leucadia beneficially owned by trusts for the benefit of Mr.
Steinbergs children, as to which Mr. Steinberg disclaims beneficial
ownership). Their Schedule 13D filing also indicates that private
charitable foundations independently established by each of Messrs.
Cumming and Steinberg each beneficially own less than one percent of the
outstanding common shares of Leucadia. Accordingly, each of WebLink
Wireless, Inc., Leucadia, Mr. Cumming and Mr. Steinberg may be deemed to
have voting and dispositive power with respect to the shares of Metrocall
common stock owned as of record by WebLink Wireless I, L.P. and to be
issued to WebLink Wireless I, L.P. upon exercise of the warrants to
purchase 125,000 shares of Metrocall common stock, and therefore each of
WebLink Wireless, Inc., Leucadia, Mr. Cumming and Mr. Steinberg may be
deemed to be a beneficial owner of the shares reported on their filing on
Schedule 13D. Equity Compensation Plan Information Information on equity compensation plans as of the end of the 2003 fiscal
year under which equity securities of the Company are authorized for issuance
is set forth in the following table. 12




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##### 



Number of securitiesremaining available for futureNumber of securities to be
    
    Weighted-average
    
    issuance under equityissued upon exercise of
    
    exercise price of
    
    compensation plans (excludingoutstanding options,
    
    outstanding options,
    
    securities reflected in thePlan Category
    
    warrants and rights
    
    warrants and rights
    
    second column)Equity compensation
plans approved by
security holders
    
    
    404,000
    
    

    
    0.566
    
    
    
    4,875Equity compensation
plans not approved
by security holders
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/ATotal
    
    
    404,000
    
    
    
    0.566
    
    
    
    4,875
 Changes in Control Merger with Arch Wireless, Inc. On March 29, 2004, Metrocall and Arch Wireless, Inc. announced that they
had entered into a merger agreement. The merger is structured as a merger of
equals and is conditioned on, among other things, receiving shareholder and
regulatory approvals. The merger agreement contemplates that after the merger,
Metrocall and Arch will be wholly-owned subsidiaries of a recently-formed
Delaware corporation, also referred to as Holding Company. The parties
intend that the merger will qualify as a tax-free reorganization to the extent
that shareholders receive stock rather than cash. When the merger is completed:  
    
    Metrocall common stockholders will receive 1.876 shares of Holding
Company common stock for each share that they own, subject to
adjustment for unanticipated changes in the number of shares of
outstanding common stock of Metrocall and Arch prior to the completion
of the merger. Holders of two million shares of Metrocall common
stock outstanding immediately prior to the effectiveness of the merger
will receive, in lieu of Holding Company common stock, $75.00 per
share in cash. Prior to the effective date of the merger, Metrocall
common stockholders will have the right to elect to receive cash
consideration for all, none or a portion of their shares of Metrocall
common stock. To the extent Metrocall common stockholders as a group
elect to receive cash for more or less than two million shares of
Metrocall common stock, the mix of stock and cash consideration
payable to Metrocall common stockholders will be adjusted on a pro
rata basis so that exactly two million shares of Metrocall common
stock outstanding immediately prior to the effectiveness of the merger
are exchanged for cash. The approximately four million shares of
Metrocall common stock anticipated to be remaining on a fully diluted
basis at the time of the merger would be converted into approximately
7.56 million shares of Holding Company common stock at the exchange
ratio of 1.876 Holding Company shares for each Metrocall share. Upon
completion of the merger, it is anticipated that there will be
approximately 27.49 million shares of Holding Company common stock
outstanding, on a fully diluted basis. As a result, former
stockholders and holders of outstanding options and warrants of
Metrocall will own approximately 27.5% of the outstanding common stock
of Holding Company on a fully diluted basis.
    
    Arch common stockholders will receive one share of Holding Company
common stock for each share that they own. On a fully diluted basis,
it is anticipated that there will be approximately 19.93 million
shares of Arch common stock outstanding at the time of the merger. As
a result, former stockholders and holders of outstanding options of
Arch will own 72.5% of the outstanding common stock of Holding Company
on a fully diluted basis. 13




---



##### 



Metrocall and Arch will be filing a joint proxy statement/prospectus and
other relevant documents concerning the proposed transaction with the SEC.
INVESTORS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS WHEN IT
BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ON THE PROPOSED TRANSACTION. Investors
will be able to obtain the documents free of charge at the SECs website
(www.sec.gov). In addition, documents filed with the SEC by Metrocall or Arch
with respect to the proposed transaction may be obtained free of charge by
contacting Metrocall Holdings, Inc., 6677 Richmond Highway, Alexandria,
Virginia 22306, Attention: Tim Dietz (tel.: 703-660-6677, ext. 6231) or Arch
Wireless, Inc., Attention: Bob Lougee, Lougee Consulting Group, 7 Bridgeton
Way, Hopkinton, MA 01748, (tel.: 508-435-6117). INVESTORS SHOULD READ THE JOINT PROXY STATEMENT/PROSPECTUS CAREFULLY WHEN
IT BECOMES AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT DECISION. Certain officers and directors of Metrocall have interests in the proposed
merger and their interests will be described in the proxy statement of
Metrocall when it becomes available. Metrocall and its directors and executive
officers may be deemed to be participants in the solicitation of proxies from
Metrocall. The directors and executive officers of Metrocall include: Vincent
D. Kelly, Royce Yudkoff, Eugene I. Davis, Nicholas A. Gallopo, David J.
Leonard, Brian OReilly, Steven D. Scheiwe, George Z. Moratis and Stan F. Sech.
Collectively, as of April 23, 2004, the beneficial common stock ownership of
the directors and executive officers of Metrocall, assuming the vesting of all
options held by them, was approximately 3.1%. Stockholders may obtain
additional information regarding the interests of such participants by reading
the joint proxy statement/prospectus when it becomes available. Certain officers and directors of Arch have interests in the proposed
merger and their interests will be described in the proxy statement of Arch
when it becomes available. Arch and its directors and executive officers may
be deemed to be participants in the solicitation of proxies from Arch
stockholders. The directors and executive officers of Arch include: William E.
Redmond, Jr., Richard A. Rubin, Samme L. Thompson, James V. Continenza, Eric
Gold, Carroll D. McHenry, Matthew Oristano, J. Roy Pottle and C. Edward Baker,
Jr. Arch has informed us that, collectively, as of March 26, 2004, the
beneficial common stock ownership of the directors and executive officers of
Arch was approximately 9.8%. Stockholders may obtain additional information
regarding the interests of such participants by reading the joint proxy
statement/prospectus when it becomes available. Metrocall Preferred Stock Section 6 of Metrocalls Certificate of Designation governing the Series A
preferred stock, requires Metrocall to redeem all of the outstanding Series A
preferred stock no later than the later of December 31, 2006 and 180 days after
the date that the senior secured PIK notes are paid in full. Because the
substantial majority of the Series A preferred stock is held by a small number
of holders, this mandatory redemption is anticipated to have the effect of
shifting control from this small group to a broader array of stockholders.
Metrocall has partially redeemed its Series A preferred stock and has issued a
notice of redemption dated March 31, 2004, for the remaining outstanding shares
of its Series A preferred stock scheduled for May 17, 2004. Metrocall will
redeem or defease all of the remaining issued and outstanding shares of its
Series A preferred stock (including all shares reserved for issuance under
Metrocalls Plan of Reorganization) on May 17, 2004. 14




---



##### 



ITEM 13. Certain Relationships and Related Transactions Merger with Arch Wireless, Inc. Upon and subject to completion of the proposed merger with Arch, all
Metrocall stock options issued to non-employee directors pursuant to the
Metrocall Holdings, Inc. 2003 Stock Option Plan will vest and become
exercisable. As of April 23, 2004, the number of unvested stock options held
by non-employee directors of Metrocall totaled 60,000 with an average weighted
exercise price of $0.566. Pursuant to the terms of the merger agreement, each Metrocall stock option
granted pursuant to the Metrocall Holdings, Inc. 2003 Stock Option Plan
outstanding immediately prior to the completion of the merger will be
converted, upon completion of the merger, into an option to acquire, on the
same terms and conditions, the number of shares of such stock option multiplied
by 1.876, the exchange ratio for Metrocall common stock, of the new holding
company common stock at the per share exercise price of such stock option
divided by 1.876. Indemnification and Insurance. The merger agreement provides that, upon
completion of the merger, Holding Company will indemnify and hold harmless, and
provide advancement of expenses to, all past and present directors, officers
and employees of Metrocall and its subsidiaries, in all of their capacities:  
    
    to the same extent they were indemnified or had the
right to advancement of expenses as of the closing date,
pursuant to Metrocalls amended and restated certificate of
incorporation, amended and restated bylaws and individual
indemnification agreements with any directors, officers and
employees of Metrocall and its subsidiaries; and
    
    to the fullest extent permitted by law, in each case for acts or omissions occurring on or prior to the completion of
the merger. The merger agreement also provides that, upon completion of the merger,
Holding Company will cause to be maintained, for a period of six years after
completion of the merger, the current policies of directors and officers
liability insurance and fiduciary liability insurance maintained by Metrocall,
or policies with at least the same coverage and amounts containing terms and
conditions which are, in the aggregate, no less advantageous to the insured,
with respect to claims arising from facts or events that occurred on or before
the completion of the merger. Holding Company will also pay all reasonable
expenses incurred by any individual in enforcing his or her rights to
indemnification and insurance coverage under the terms of the merger agreement. Upon completion of the proposed merger, Mr. Yudkoff, Mr. Kelly, and two
other current Metrocall directors are expected to become directors of the new
holding company. Acquisition of Assets of Weblink Wireless Inc. On November 18, 2003, Metrocall, Inc. acquired certain assets and assumed
certain liabilities of WebLink Wireless, Inc. and certain of its subsidiaries.
Additional information about this acquisition is available in Metrocalls
Current Report on Form 8-K, filed with the SEC on November 19, 2003. The
Federal Communications Commissions approval of license transfers from various
Weblink entities to Metrocall is still pending and we anticipate receiving this
approval in the second fiscal quarter of 2004. Additional information required by this Item 13 is included in Item 11
under the caption Employment Arrangements and Item 12 under the caption
Change of Control. 15




---



##### 



Redemption of Shares of Metrocall Preferred Stock from Messrs. Kelly and
Collins On September 30, 2003, Metrocall redeemed 29,999 shares of its preferred
stock from each of Messrs. Kelly and Collins, its present and former chief
executive officers, respectively, at a price of $11.129 per share, as part of
the voluntarily redemption on a pro-rata basis of approximately 30% of the
outstanding shares of Metrocalls preferred stock. Messrs. Kelly and Collins
participated on a pro-rata basis in two subsequent voluntary redemptions of
Metrocall preferred stock in January and March of 2004, and will participate in
the final redemption of Metrocall preferred stock scheduled for May 17, 2004,
pursuant to the notice of redemption dated March 31, 2004. Investment in GTES, LLC and Relationships with GTES, LLC
and Global Technical Engineering Solutions Inc. GTES, LLC is an authorized licensee of paging infrastructure technology
owned by Glenayre Electronics, Inc. GTES, LLC and its subsidiary, Global Technical Engineering Solutions Inc.,
support paging carriers globally, including Metrocall, through their
respective offices in the United States and Canada, and commenced operations on
February 11, 2004. Former managers and employees of Glenayres paging
infrastructure operations own a 49% minority interest in Global Technical Engineering Solutions Inc.,
subject
to the lapse of transfer and voting restrictions. GTES, LLC is wholly-owned by
Metrocall through Metrocall Ventures, Inc., subject to rights of first refusal
and tag along rights held by the minority owners of Global Technical Engineering Solutions Inc.
Metrocall has invested $2,000,000 in GTES, LLC to date. Mr. Kelly and Mr. Sech
currently serve as directors of GTES, LLC and Mr. Moratis currently serves as
Secretary of GTES, LLC. ITEM 14. Principal Accounting Fees and Services The table below shows the fees Metrocall paid or accrued for audit and
other services provided by Arthur Andersen and Ernst & Young for fiscal 2002
and Ernst & Young for fiscal 2003. Metrocalls Audit Committee determined that
Ernst & Youngs and Arthur Andersens provision of the non-audit services
during these periods was compatible with maintaining their audit independence. Aggregate Fees Billed For
    
    Fiscal 2002
    
    Fiscal 2003Audit Fees
    
    $
    383,000
    
    
    $
    584,000Audit Related Services
    
    
    0
    
    
    
    15,000Tax Fees
    
    
    848,723
    
    
    
    779,000All Other Fees
    
    
    0
    
    
    
    0Total
    
    $
    1,231,723
    
    
    $
    1,378,000
 Audit Fees.This category includes the fees for the examination of
Metrocalls consolidated financial statements and the quarterly reviews of
interim financial statements. This category also includes advice on audit and
accounting matters that arose during or as a result of the audit or the review
of interim financial statements, and the preparation of an annual management
letter on internal control matters. Audit Related Fees.Neither Arthur Andersen nor Ernst & Young billed
Metrocall for audit related services during fiscal year 2002. In fiscal year
2003, Metrocall paid Ernst & Young $15,000 for audit and accounting
consultations. Tax Fees.In 2002 Metrocall paid Arthur Andersen $142,879 and Ernst &
Young $705,844 in tax related fees, a substantial portion of which were related
to Metrocalls bankruptcy reorganization. In 16




---



##### 



2003 Metrocall paid Ernst & Young $779,000 in tax related fees related to
tax compliance, property tax assistance and tax planning and consulting. All Other Fees.Neither Arthur Andersen nor Ernst & Young billed
Metrocall for any other services during fiscal year 2002 or 2003. Pre-Approval Policy and Procedures The audit committee has adopted policies and procedures relating to the
approval of all audit and non-audit services that are to be performed by our
independent auditor or other firms. This policy generally provides that we will
not engage our independent auditor to render audit or non-audit services unless
the service is specifically approved in advance by the audit committee or the
engagement is entered into pursuant to one of the pre-approval procedures
described below. From time to time, the audit committee may pre-approve specified types of
services that are expected to be provided to us by our independent auditor
during the next 12 months. Any such pre-approval is detailed as to the
particular service or type of services to be provided. The audit committee has also delegated to each individual member of the
audit committee the authority to approve any audit or non-audit services to be
provided to us by our independent auditor. Any approval of services by a member
of the audit committee pursuant to this delegated authority is reported on at
the next meeting of the audit committee. ITEM 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K (a) The following documents are filed as part of this Amendment No. 1 on
Form 10-K/A. Exhibit No.
    
    Description2.5
    
    
    Agreement and Plan of Merger, dated as of March 29,
2004, by and among Wizards-Patriots Holdings, Inc., Wizards
Acquiring Sub, Inc., Metrocall Holdings, Inc., Patriots
Acquiring Sub, Inc. and Arch Wireless, Inc. (incorporated by
reference to Metrocalls Current Report on Form 8-K, as filed
with the SEC on March 31, 2004).10.4
    
    
    Amendment to Employment Agreement dated as of March
29, 2004 by and between Metrocall Holdings, Inc. and Vincent D.
Kelly. ()31.1
    
    
    Rule 13a-14(a)/15d-14(a) Certification of Chief
Executive Officer and President. ()31.2
    
    
    Rule 13a-14(a)/15d-14(a) Certification of Chief
Financial Officer. ()
   ()
    
    Filed herewith. 17




---



##### 



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 on this 29th day of
April, 2004. METROCALL HOLDINGS, INC.By:
    
    /s/ George Z. Moratis
George Z. Moratis
Chief Financial Officer and Treasurer
 18




---



##### 



EXHIBIT INDEX Exhibit No.
    
    Description2.5
    
    
    Agreement and Plan of Merger, dated as of March 29,
2004, by and among Wizards-Patriots Holdings, Inc., Wizards
Acquiring Sub, Inc., Metrocall Holdings, Inc., Patriots
Acquiring Sub, Inc. and Arch Wireless, Inc. (incorporated by
reference to Metrocalls Current Report on Form 8-K, as filed
with the SEC on March 31, 2004).10.4
    
    
    Amendment to Employment Agreement dated as of March
29, 2004 by and between Metrocall Holdings, Inc. and Vincent D.
Kelly. ()31.1
    
    
    Rule 13a-14(a)/15d-14(a) Certification of Chief
Executive Officer and President. ()31.2
    
    
    Rule 13a-14(a)/15d-14(a) Certification of Chief
Financial Officer. ()
   ()
    
    Filed herewith. 19