<PAGE>   1
 
   
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 25, 1998
    
                                                      REGISTRATION NO. 333-50869
================================================================================
 
                       SECURITIES AND EXCHANGE COMMISSION
 
   
                                AMENDMENT NO. 2
    
                                       TO
                                    FORM S-1
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
 
   
                              BEARCOM GROUP, INC.
    
             (Exact name of registrant as specified in its charter)
 
<TABLE>
<S>                             <C>                             <C>
             TEXAS                           5065                         75-1893779
(State or other jurisdiction of  (Primary Standard Industrial          (I.R.S. Employer
incorporation or organization)    Classification Code Number)         Identification No.)
</TABLE>
 
                              11545 PAGEMILL ROAD
                              DALLAS, TEXAS 75243
                                 (214) 340-8876
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)
 
                                 JOHN P. WATSON
                                    CHAIRMAN
                              11545 PAGEMILL ROAD
                              DALLAS, TEXAS 75243
                                 (214) 340-8876
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)
 
                                   Copies to:
 
<TABLE>
<S>                                            <C>
            LAWRENCE B. GOLDSTEIN                            JEFFREY A. CHAPMAN
           GARDERE & WYNNE, L.L.P.                         VINSON & ELKINS L.L.P.
         1601 ELM STREET, SUITE 3000                    2001 ROSS AVENUE, SUITE 3700
           DALLAS, TEXAS 75201-4761                       DALLAS, TEXAS 75201-2975
                (214) 999-3000                                 (214) 220-7700
</TABLE>
 
     APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
 
     If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box.  [ ]
 
     If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering.  [ ]
 
     If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.  [ ]
 
     If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.  [ ]
 
     If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.  [ ]
 
                             ---------------------
 
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
 
================================================================================
<PAGE>   2
 
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
 
   
                   SUBJECT TO COMPLETION, DATED JUNE 25, 1998
    
PROSPECTUS
 
            , 1998
 
   
                                3,759,000 SHARES
    
 
                                  BEARCOM LOGO
   
                                  COMMON STOCK
    
 
   
     Of the 3,759,000 shares of Common Stock offered hereby (the "Offering"),
3,333,000 shares are being offered by BearCom Group, Inc. ("BearCom Group" or
the "Company") and 426,000 shares are being offered by certain shareholders (the
"Selling Shareholders"). See "Principal and Selling Shareholders." The Company
will not receive any proceeds from the sale of the shares of Common Stock by the
Selling Shareholders.
    
 
   
     Prior to the Offering, there has been no public market for the Common
Stock. It is currently anticipated that the initial public offering price will
be between $13.00 and $15.00 per share. See "Underwriting" for information
relating to the factors to be considered in determining the initial public
offering price.
    
 
   
     The Common Stock has been approved for listing on the New York Stock
Exchange (the "NYSE") under the trading symbol "BCG."
    
 
   
     SEE "RISK FACTORS" BEGINNING ON PAGE 7 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.
    
 
  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
 EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
   AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
                               CRIMINAL OFFENSE.
 
--------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                        PRICE      UNDERWRITING     PROCEEDS         PROCEEDS
                                        TO THE    DISCOUNTS AND      TO THE         TO SELLING
                                        PUBLIC    COMMISSIONS(1)   COMPANY(2)      SHAREHOLDERS
---------------------------------------------------------------------------------------------------
<S>                                    <C>        <C>              <C>          <C>
Per Share............................     $            $               $                 $
Total(3).............................  $             $              $              $
</TABLE>
 
--------------------------------------------------------------------------------
 
(1) The Company has agreed to indemnify the Underwriters against certain
    liabilities, including liabilities under the Securities Act of 1933, as
    amended. See "Underwriting."
 
   
(2) Before deducting expenses payable by the Company estimated at $600,000.
    
 
   
(3) The Company has granted the Underwriters an over-allotment option,
    exercisable for 30 days from the date of this Prospectus, to purchase up to
    563,850 additional shares of Common Stock, on the same terms as set forth
    above solely to cover over-allotments, if any. If such option is exercised
    in full, the total Price to the Public, Underwriting Discounts and
    Commissions and Proceeds to the Company will be $          , $     and
    $          , respectively. See "Underwriting."
    
 
     The shares of Common Stock are being offered by the several Underwriters
subject to prior sale, when, as and if delivered to and accepted by them,
subject to certain prior conditions. The Underwriters reserve the right to
reject any order in whole or in part. It is expected that delivery of the shares
of Common Stock will be made in New York, New York on or about             ,
1998.
 
DONALDSON, LUFKIN & JENRETTE                                    CIBC OPPENHEIMER
          SECURITIES CORPORATION
<PAGE>   3
 
                 [PHOTOGRAPHS OF PRODUCTS SOLD BY THE COMPANY]
   
    
 
     CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE COMMON STOCK.
SPECIFICALLY, THE UNDERWRITERS MAY OVERALLOT IN CONNECTION WITH THE OFFERING AND
MAY BID FOR AND PURCHASE SHARES OF THE COMMON STOCK IN THE OPEN MARKET. FOR A
DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITING."
<PAGE>   4
 
                               PROSPECTUS SUMMARY
 
   
     The following summary is qualified in its entirety by the more detailed
information and financial statements and notes thereto contained elsewhere in
this Prospectus. Unless otherwise indicated, the information in this Prospectus
assumes the Underwriters' over-allotment option is not exercised and gives
retroactive effect to a 643-for-1 stock split effected in June 1998. All
references to fiscal years, unless otherwise noted, refer to the Company's
fiscal year which ends on April 30 of each year. The Company was incorporated in
Texas in 1983. In December 1995, a subsidiary of the Company merged (the
"Merger") with Bear Communications, Inc. ("Bear Communications"). Unless the
context otherwise requires, all references to "BearCom" shall include the
operations of the Company's direct and indirect wholly owned subsidiaries, Bear
Communications, BearCom Operating, L.P. and their subsidiaries. On March 31,
1998, a wholly owned subsidiary of the Company, Condor Holdings, Inc. ("Condor
Holdings"), acquired substantially all of the assets of Condor Communications,
Inc. ("Condor Communications"). The foregoing transaction is referred to herein
as the "Condor Acquisition." Unless the context otherwise requires, all
references to "Condor" shall include Condor Communications (prior to the Condor
Acquisition), Condor Holdings (following the Condor Acquisition), Condor's fifty
percent interest in Condor Telecommunicationes, C.A., a corporation incorporated
under the laws of Venezuela, which operates Condor's Caracas, Venezuela
distribution sales office, and the entities that operate Condor's Prague, Czech
Republic distribution sales office. As of the date hereof, the Company is
awaiting regulatory approval in the Czech Republic with respect to the
acquisition of those entities. Based on the advice of foreign counsel, the
Company believes regulatory approval will be obtained. All references herein to
"BearCom Group" or the "Company" shall include the combined operations of
BearCom Group, Inc. and its subsidiaries, including BearCom and Condor.
    
 
                                  THE COMPANY
 
   
     The Company believes that it is the largest independent distributor of
two-way radios in the world with leading positions in the field sales, catalog
sales, export sales and rental segments of the market. The Company sells,
services and rents a broad line of two-way radios manufactured by industry
leaders including Motorola, Maxon, Icom and Tekk, which are used to communicate
within a limited geographic area without incurring airtime or subscriber
charges. In the United States, the Company's diverse customer base consists
primarily of businesses and organizations across a wide variety of industries,
whereas internationally the Company's customers generally are dealers which, in
turn, sell to similar end users. In addition to its two-way radio product line,
the Company sells complementary wireless communication and related products and
services, including Orbacom console systems, Motorola messaging systems, Nextel
handsets and services and PageMart pagers and services. See
"Business -- Purchasing."
    
 
   
     Through BearCom, the Company markets its products and services through 32
field offices in the United States and two in Australia and through its catalog
operations throughout the United States. In addition, through Condor, the
Company exports its products and services through its distribution offices in
Miami, Florida, Caracas, Venezuela and Prague, Czech Republic. The Company
believes that it is the only significant distributor of two-way radios
leveraging the strengths of these multiple channels of distribution. Through its
field offices, BearCom provides technical assistance for customers requiring
on-site evaluation of their communications needs. For customers not requiring
this consultative approach (usually when system needs are relatively
uncomplicated or purchases are add-on or replacement units to an existing
system), the catalog marketing channel provides an efficient and convenient
method of purchasing products. During fiscal 1998, BearCom mailed more than 5.7
million catalogs and marketing pieces and processed in excess of 182,000
customer orders. Most orders are processed and shipped on the same day they are
received. The Company uses sophisticated information systems and proprietary
software to monitor and refine its customer database, catalog mailings and
inventory levels. In addition, the Company has a fleet of over 15,000 two-way
radios for rent, which are used in connection with sporting events, conventions,
disaster recovery projects, motion picture productions and other events. The
Company believes that it is the largest renter of two-way radios in the United
States.
    
 
                                        3
<PAGE>   5
 
     While the Company is not aware of any definitive industry data, the Company
believes that the market for the sale, rental and service of two-way radios and
related products is in excess of $5 billion per year in the United States and an
additional $5 billion per year outside the United States. The independent
distribution of two-way radios is a highly fragmented industry, with thousands
of local and regional independent dealers. The manufacturing of two-way radios,
however, is dominated by a small number of companies, each of which has
developed a network of authorized dealers to augment their internal direct sales
forces. These authorized dealer networks typically comprise several local
dealerships within a given metropolitan area each generating less than $5
million in sales. Over the past ten years, manufacturers have strategically
reduced the size of their direct sales forces, increasingly relying on
independent authorized dealers. The Company believes that an increasing
percentage of two-way radio products will continue to be sold through
independent dealers as manufacturers continue to outsource distribution and
other non-core functions. At the same time, the Company believes manufacturers
are limiting their authorized dealer relationships to fewer, but larger
organizations. The Company believes that these industry fundamentals and
outsourcing trends will lead to a consolidation of independent dealers and that
as the largest independent dealer worldwide it is well positioned to continue to
acquire local authorized dealers and expand its international presence and
market share.
 
   
     From fiscal 1993 through fiscal 1997, the Company's revenues grew,
primarily as a result of internal growth and the opening of nine new sales
offices, from $37.9 million to $69.6 million, representing a compound annual
growth rate of approximately 16%. Since August 1996, the Company has accelerated
its growth through the acquisition of the operations of 14 independent dealers,
a majority of the assets of Motorola's Radio Products Group rentals business and
substantially all of the assets of Condor. As a result, revenues for fiscal 1998
were $96.5 million, a 39% increase from revenues generated during fiscal 1997.
On a pro forma basis, giving effect to the Condor Acquisition and the Other
Acquisitions (as defined below under "Unaudited Pro Forma Condensed Consolidated
Statement of Income"), the Company's revenues were $149.1 million for fiscal
1998. The Company intends to make additional acquisitions to establish a
presence in new geographic areas and to enhance its presence in existing
markets. In pursuing such acquisitions, the Company typically seeks to gain
access to the acquired dealer's skills, experience and customer relationships,
while consolidating its fulfillment operations into existing facilities.
    
 
     The Company's objective is to expand its position as the largest
independent distributor of two-way radios and related products in the world and
be the leading independent distributor in each market in which it serves. The
Company's strategy is to further develop its network of field offices by opening
and acquiring local operations, expand and enhance its catalog and export
operations, leverage its complementary distribution channels by expanding its
product and service offerings, and support such operations with rapid order
fulfillment and superior customer service and technical support. The Company
seeks to capitalize on its experience and reputation derived from more than 15
years of selling and marketing two-way radio products in executing its strategy
and addressing its market opportunity.
 
                              RECENT DEVELOPMENTS
 
   
     On March 31, 1998, the Company completed the Condor Acquisition. Condor
reported revenues of $50.7 million during its fiscal year ended December 31,
1997. The Condor Acquisition was accounted for using the purchase method of
accounting.
    
 
   
     Based in Miami, Florida, Condor is a leading exporter of two-way radio
communication equipment and communication systems primarily to Latin America,
Eastern Europe, Africa and the Middle East. In addition to its Miami office,
Condor maintains distribution sales offices in Caracas, Venezuela and Prague,
Czech Republic. Condor exports primarily Motorola two-way radio products.
Virtually all of Condor's sales are denominated in U.S. dollars. The Condor
Acquisition provides the Company an operational platform from which it can
expand its international operations. The Company's strategy is to expand its
international operations by establishing additional sales offices and offering
additional products and services. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations -- Condor," "Unaudited Pro Forma
Condensed Consolidated Statement of Income" and the historical combined
financial statements of Condor included elsewhere herein.
    
 
                                        4
<PAGE>   6
 
                                  THE OFFERING
 
   
<TABLE>
<S>                                                      <C>          <C>
Common Stock Offered:
  By the Company.....................................     3,333,000   shares
  By the Selling Shareholders........................       426,000   shares
                                                         ----------
          Total......................................     3,759,000   shares
</TABLE>
    
 
   
Common Stock to be Outstanding after
the Offering........................     10,002,515 shares(1)
    
 
Use of Proceeds.....................     To repay certain indebtedness and for
                                         general corporate purposes, including
                                         possible future acquisitions
 
   
Proposed NYSE Trading Symbol........     BCG
    
------------------------------
 
   
(1) Excludes 406,000 shares of Common Stock issuable upon the exercise of
    outstanding options, an additional 694,000 shares of Common Stock reserved
    for future issuance under the Company's 1998 Stock Option Plan, and 500,000
    shares of Common Stock reserved for future issuance under the Company's 1998
    Employee Stock Purchase Plan. See "Management -- Stock Option Plan" and
    "Management -- Stock Purchase Plan."
    
 
                                  RISK FACTORS
 
     Prospective purchasers of the Common Stock should consider carefully all of
the information set forth in this Prospectus and, in particular, should evaluate
the specific factors set forth under the caption "Risk Factors" beginning on
page 7, which provide a discussion of certain risks involved in an investment in
the Common Stock.
 
                                        5
<PAGE>   7
 
                SUMMARY HISTORICAL AND PRO FORMA FINANCIAL DATA
 
     The following table sets forth summary historical and pro forma financial
and other data for the Company as of the dates and for the periods indicated.
The information set forth below should be read in conjunction with
"Capitalization," "Selected Financial Data," "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and the historical
and pro forma financial statements of the Company and the historical financial
statements of Condor and the related notes thereto included elsewhere in this
Prospectus.
 
   
<TABLE>
<CAPTION>
                                                                    FISCAL YEARS ENDED APRIL 30,
                                                              -----------------------------------------
                                                                                             PRO FORMA
                                                                                            AS ADJUSTED
                                                               1996      1997      1998       1998(1)
                                                                (IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                                                           <C>       <C>       <C>       <C>
STATEMENT OF INCOME DATA:
  Revenues..................................................  $63,278   $69,642   $96,524    $149,083
  Gross profit..............................................   20,294    23,367    31,785      39,819
  Operating income..........................................    3,597     3,609     5,100       8,196
  Net income................................................  $ 1,847   $ 1,902   $ 2,510    $  5,009
  Net income per share......................................  $   .30   $   .29   $   .38    $    .50
</TABLE>
    
 
   
<TABLE>
<CAPTION>
                                                                    APRIL 30, 1998
                                                              --------------------------
                                                              ACTUAL      AS ADJUSTED(2)
                                                                    (IN THOUSANDS)
<S>                                                           <C>         <C>
BALANCE SHEET DATA:
  Cash......................................................  $   350        $18,499
  Working capital...........................................   19,852         39,251
  Total assets..............................................   53,648         71,043
  Total long-term debt, including current maturities........   26,788            455
  Shareholders' equity......................................   13,382         57,111
</TABLE>
    
 
   
<TABLE>
<CAPTION>
                                                                   FISCAL YEARS ENDED APRIL 30,
                                                              --------------------------------------
                                                                                          PRO FORMA
                                                                                         AS ADJUSTED
                                                               1996     1997     1998      1998(1)
                                                                      (DOLLARS IN THOUSANDS)
<S>                                                           <C>      <C>      <C>      <C>
OTHER DATA:
  Number of sales offices at period end.....................      22       25       37          37
  EBITDA(3).................................................  $4,734   $5,326   $7,380     $10,698
  Capital expenditures(4)...................................  $1,429   $2,127   $1,869         n/a
</TABLE>
    
 
------------------------------
 
   
(1) Pro forma information for the year ended April 30, 1998 gives effect to (i)
    the Condor Acquisition, (ii) the Other Acquisitions and (iii) the Offering
    and the application of the net proceeds therefrom, including the repayment
    of shareholder notes, as if these transactions had occurred on May 1, 1997.
    See "Unaudited Pro Forma Condensed Consolidated Statement of Income."
    
 
   
(2) Adjusted to give effect to the Offering and the application of the net
    proceeds therefrom (assuming an initial public offering price of $14.00),
    including the repayment of shareholder notes, as if these transactions had
    occurred on April 30, 1998.
    
 
   
(3) "EBITDA" is calculated herein as income before income taxes, plus
    depreciation, amortization and interest expense. The Company believes that
    EBITDA is a measure commonly used in the wireless communication industry by
    financial analysts, investors and other interested parties for measuring and
    comparing financial information such as liquidity, operating performance and
    leverage. EBITDA is not a measure of cash flow, operating results or
    liquidity, as determined in accordance with generally accepted accounting
    principles, and differs from net cash provided by operating activities as
    determined under generally accepted accounting principles in that it
    excludes significant components useful in understanding and assessing the
    Company's financial performance. EBITDA should not be considered in
    isolation or as an alternative to, or more meaningful than, net income or
    cash flows provided by operations. EBITDA amounts shown for the Company may
    not be comparable to similarly titled measures reported for other companies
    as such calculations may not be made on the same basis.
    
 
   
(4) Excludes payments for business acquisitions.
    
   
    
 
                                        6
<PAGE>   8
 
                                  RISK FACTORS
 
     This Prospectus contains forward looking statements. The words
"anticipate," "believe," "expect," "plan," "intend," "estimate," "project,"
"will," "could," "may" and similar expressions are intended to identify forward
looking statements. Such statements reflect the Company's current views with
respect to future events and financial performance and involve risks and
uncertainties, including, without limitation, the risks described in this
section. Should one or more of these risks or uncertainties occur, or should
underlying assumptions prove incorrect, actual results may vary materially and
adversely from those anticipated, believed, expected, planned, intended,
estimated, projected or otherwise indicated. In addition to the other
information contained in this Prospectus, prospective investors should carefully
consider the following risk factors before making an investment in the Common
Stock offered hereby.
 
NO ASSURANCE OF GROWTH
 
   
     In recent years, the Company has rapidly expanded its operations, growing
from total revenues of $37.9 million in fiscal 1993 to $96.5 million in fiscal
1998. The Company plans to seek continued growth of its business by increasing
sales in its existing offices and catalog operations, through strategic
acquisitions and by opening new offices. There can be no assurance, however,
that the Company will continue to grow or will be able to successfully implement
any of these growth strategies.
    
 
     To successfully implement its growth strategies, the Company must
continually evaluate the adequacy of its existing systems and procedures,
including, among others, its data processing, financial and internal control
systems and management structure. There can be no assurance that the Company
will adequately anticipate all of the changing demands that growth will impose
on the Company's systems, procedures and structure. Any failure to adequately
anticipate and respond to such changing demands is likely to have a material
adverse effect on the Company. In addition, the Company anticipates that
acquiring or opening offices will involve a number of possible risks and
challenges, including the diffusion of managements attention, the dependence on
hiring, training and retaining key personnel, and unanticipated problems or
liabilities, some or all of which could have a material adverse effect on the
Company. See "Business -- Growth Strategy."
 
ACQUISITION RISKS; BUSINESS INTEGRATION RISKS
 
   
     Since August 1996, the Company has acquired the stock or assets of 14
independent dealers of two-way radios and other wireless communication products,
a majority of the assets of Motorola's Radio Products Group rentals business and
substantially all of the assets of Condor Communications, Inc. The Company
intends to seek continued growth of its business through future strategic
acquisitions. The Company is currently evaluating certain strategic
acquisitions; however, the Company has no binding commitment to acquire any
business or other material assets. There can be no assurance that the Company
will be able to identify future attractive acquisition candidates or complete
the acquisition of any candidates on terms favorable to the Company. Growth
through strategic acquisitions involves numerous risks, including difficulties
in the integration of the operations, systems and personnel, including key
management, of acquired businesses and the diversion of management's attention
from other business concerns. In the event that the Company acquires businesses,
the employees of which are parties to collective bargaining agreements, the
Company would be subject to risks inherent in such arrangements, including
strikes or work stoppages. There can be no assurance that any acquired
businesses, including Condor, can be successfully integrated into the Company's
business. A substantial portion of the Company's capital resources, including a
portion of the proceeds of the Offering, could be used for acquisitions. The
Company may require additional debt or equity financing for future acquisitions,
which additional financing may not be available on terms favorable to the
Company, if at all. See "Business -- Growth Strategy."
    
 
DEPENDENCE ON VENDOR
 
   
     The sale of products by the Company that were purchased from the Company's
largest vendor, Motorola, Inc. ("Motorola"), constituted approximately 73% of
the Company's equipment revenues during fiscal 1997 and approximately 66% of the
Company's equipment revenues during fiscal 1998. In addition, BearCom's
    
 
                                        7
<PAGE>   9
 
rental radio inventory consists primarily of products manufactured by Motorola
and a very high percentage of Condor's equipment revenues were generated by the
sale of products purchased from Motorola. As is customary in the industry, the
Company does not have long-term contracts with any of its vendors, including
Motorola. Although the Company and its suppliers enter into written vendor
agreements to effect purchases, such agreements generally can be canceled by
either party at will. While the Company does have access to similar products
from competing vendors, the inability to obtain products from certain vendors,
particularly Motorola, would have a material adverse effect upon the Company. If
Motorola experiences a business interruption or other business problems, the
Company could be materially adversely affected. There can be no assurance that
Motorola will continue to grant the Company the right to distribute its products
in its current areas of operation or that Motorola will grant the Company the
right to distribute its products in areas served by offices that the Company may
acquire or open in the future. Also, the Company's status as a Motorola dealer
in some or all of its offices could be unilaterally terminated by Motorola.
Termination of the Company's status as a Motorola dealer would have a material
adverse effect on the Company. See "Business -- Growth Strategy" and
"Business -- Products and Services."
 
   
     Several manufacturers of two-way radio products, including Motorola,
compete with independent distributors in selling, servicing and renting two-way
wireless communication products. Prior to 1987, a very high percentage of
two-way radios were distributed directly by their manufacturers. Since then,
Motorola and other manufacturers have increasingly distributed two-way radios
via independent dealers, with the exception of large accounts. There can be no
assurance that this trend will continue. Manufacturers could change their
distribution strategy and begin to distribute more or all two-way radios
themselves or through distribution means other than independent dealers. Such
change would have a material adverse effect on the Company. See
"Business -- Industry Overview."
    
 
     Motorola offers a cooperative advertising program pursuant to which the
Company is permitted to claim reimbursements for certain expenses of up to a
percentage of the cost of certain inventory purchased, subject to certain
conditions. This program could be canceled, or the benefits available to the
Company thereunder could be significantly reduced, without the consent of the
Company. Any such cancellation or reduction could have a material adverse effect
on the Company. See "Management's Discussion and Analysis of Financial Condition
and Results of Operations -- Liquidity and Capital Resources."
 
   
LIMITED EXPERIENCE WITH INTERNATIONAL OPERATIONS; RISKS OF CONDUCTING
INTERNATIONAL OPERATIONS
    
 
   
     In August 1995, the Company opened a field office in Sydney, Australia, and
in July 1997 and May 1998 the Company acquired dealers in Brisbane, Australia.
Revenues from the Australia offices were less than 2% of the Company's net
revenues in fiscal 1998. Thus, the Company historically has had limited
experience with international operations. In March 1998, the Company completed
the acquisition of Condor, which has distribution sales offices in Caracas,
Venezuela and Prague, Czech Republic. On a pro forma basis, giving effect to the
Condor Acquisition and the Other Acquisitions, the Company's revenues for fiscal
1998 that were derived from sales to customers outside of the United States, or
to other exporters who then sell such products to customers outside of the
United States, were 33.2%, with approximately 5.5% of the Company's revenues for
such periods being derived from sales to customers in Venezuela. The Company may
open field offices in other international markets or may acquire dealers with
international operations. The Company's success and plans for future growth in
international markets will be dependent on its ability to attract and retain
qualified management personnel for its international operations.
    
 
     Foreign operations and sales are subject to political and economic risks,
including political instability, currency controls, exchange rate fluctuations,
increased credit risks, foreign tax laws, changes in import/export regulations
and tariff and freight rates. Political and other factors beyond the control of
the Company, including trade disputes among nations or internal instability in
any nation where the Company conducts business, could have a material adverse
effect on the Company. There can be no assurance that the Company will be able
to successfully manage the risks presented by significant international
operations.
 
                                        8
<PAGE>   10
 
COMPETITION
 
     The two-way radio distribution industry is highly competitive and is
currently comprised of several regional and numerous local dealers. The
principal bases of competition in the industry are price and service. The sale
of two-way radios is a low-margin, high-volume business. Because awareness of
two-way wireless communication products is growing and the cost barriers to
entry into this market are relatively low, the risk of new competitors entering
this market is high. The Company believes that the industry will become more
competitive as the number of competitors increases and as new technologies
emerge. These factors, coupled with the growing industry emphasis on containing
costs, could place significant pressure on the Company to reduce prices, which
could significantly reduce the gross margins realized by the Company on sales of
its products.
 
   
     In addition, several manufacturers of two-way radio products, including
Motorola, the Company's largest vendor, also compete with independent
distributors in selling, servicing and renting two-way wireless communication
products. There can be no assurance that manufacturers of two-way radio products
will continue to utilize independent distributors in the future. In addition,
there are several significantly large global distributors of wireless
communication products other than two-way radios. These companies to date have
not entered the two-way radio distribution market in any significant way, but
there can be no assurance that these companies will not enter this industry in
the future. These manufacturers and distributors are much larger than the
Company, and have substantially greater capital resources, sales experience and
distribution capabilities than the Company. In response to competitive pressure
from any of its current or future competitors, the Company may be required to
lower selling prices, which would lower the Company's gross margins, which could
have a material adverse effect on the Company. See "Business -- Growth Strategy"
and "Business -- Competition."
    
 
FLUCTUATIONS IN QUARTERLY OPERATING RESULTS
 
   
     The Company has experienced material variations in quarterly revenues and
net income as a result of many factors including, among others, customer
relationships, catalog response rates, product blend, the level of selling,
general and administrative expense, weather conditions and the condition of the
wireless communication industry in general. For example, BearCom's net sales and
profits historically have been lower in the three months ended January 31 due to
lower levels of business activity during the winter months. In addition,
quarterly results may be materially affected by the timing of significant rental
activity, the timing of large system sales, seasonality in the ordering patterns
of users of the Company's products, seasonal buying patterns of dealers that
purchase products from Condor, the timing of new enhancements or product
offerings made available by suppliers, economic conditions in the geographical
areas in which the Company operates and the timing and magnitude of acquisitions
and related assimilation costs. Therefore, the operating results for any fiscal
quarter are not necessarily indicative of the results that may be achieved for
any subsequent fiscal quarter or for a full fiscal year. It is likely that the
Company will experience such fluctuations in the future. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Quarterly Results of Operations."
    
 
DEPENDENCE ON SYSTEMS
 
     The Company's success depends on the accuracy and proper utilization of its
management information systems. The Company's ability to manage its inventory
and accounts receivable collection; to purchase, sell and ship its products
efficiently and on a timely basis; and to maintain a cost efficient operation is
dependent upon the quality and utilization of the information generated by its
management information systems. The Company believes that its management
information system, coupled with planned enhancements, is sufficient to sustain
its present operations and its anticipated growth for the foreseeable future,
although no assurance can be given to that effect. The Company has adopted
procedures to protect its computer system and to provide for recovery in the
event of equipment failure. All system data is backed up to tape daily with
backup tapes stored off-site. Although the Company has not experienced a
significant failure in its computer system to date, there can be no assurance
that the Company will not experience such a failure in the future or that such
                                        9
<PAGE>   11
 
failure would not have a material adverse effect on the Company. In addition,
there can be no assurance that the Company's competitors will not develop
software applications similar to the proprietary software developed by the
Company or that such development would not have a material adverse effect on the
Company. See "Business -- Management Information System."
 
     The Company is in the process of modifying the software in its management
information system so that all of such software will be Year 2000 compliant.
There can be no assurance that the Company will timely complete such
modifications. Failure of the Company, its vendors or its customers to have in
place Year 2000 compliant systems could have a material adverse effect on the
Company. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations -- Year 2000 Compliant Information Systems."
 
TECHNOLOGICAL CHANGE AND INVENTORY OBSOLESCENCE
 
   
     Management expects that much of the future growth in the wireless
communications industry will be based upon the introduction of new technologies,
such as digital transmission, and new services, such as satellite-based systems,
Personal Communication Services ("PCS") and Enhanced Specialized Mobile Radio
("ESMR"). The scope and technical attributes of many of these new technologies
and services have not been completely determined, and conflicting technologies
may be developed. In addition, technological advances could reduce the need for
continual product purchases by industry customers. To the extent that the
implementation of new technologies and services is delayed, or that new
technologies and services or reductions in airtime charges for new or existing
technologies and services reduce the need for the products offered by the
Company, the Company could be adversely affected. The Company maintains a
significant investment in its product inventory and, therefore, is subject to
the risk of inventory obsolescence. In the past, technological change and
inventory obsolescence have not had a material impact on the Company. If,
however, a material amount of inventory is rendered obsolete, the Company could
be required to write-down the value of such inventory and take a charge against
earnings, which could have a material adverse effect on the Company. In
addition, if the Company is unable for any reason to take advantage of marketing
programs offered by vendors, it could be materially and adversely affected.
    
 
RELIANCE ON MANAGEMENT
 
   
     The Company's success will depend to a significant extent upon the efforts
and abilities of certain key management personnel. The loss of the services of
the Company's key management personnel could have a material adverse effect on
the Company. The Company currently maintains $2 million of key-man life
insurance on Gary Weber, the Company's Vice President -- Marketing, for which it
is designated as the beneficiary. The Company's success and plans for future
growth will also be dependent on its ability to attract and retain qualified
employees in all areas of its business. See "Management."
    
 
DISTRIBUTION COSTS; RELIABILITY RISKS
 
     Postage and shipping are significant expenses in the operation of the
Company's business. The Company ships its products to customers primarily by
United Parcel Service, as well as other overnight delivery and ground delivery
services, and mails its catalogs through the U.S. Postal Service. Any increases
in postal or shipping rates in the future could have a material adverse effect
on the Company. The cost of paper is also a significant expense of the Company
in printing its catalogs. Historically, paper prices have fluctuated from time
to time. Any future increases in the cost of paper could have a material adverse
effect on the Company.
 
     In August 1997, United Parcel Service experienced a labor strike that
adversely affected the Company both in terms of the service the Company was able
to provide as well as in terms of increased costs. A longer strike in the future
would likely have an even more significant adverse effect on the Company.
 
STATE SALES AND USE TAX
 
     Various states have sought to impose on direct marketers the burden of
collecting state use taxes on the sale of products shipped to those states'
residents. The United States Supreme Court has ruled that the various states,
absent Congressional legislation, may not impose tax collection obligations on
an out-of-state mail
                                       10
<PAGE>   12
 
order company whose only contacts with the taxing state are the distribution of
catalogs and other advertisement materials through the mail and whose subsequent
delivery of purchased goods is by U.S. mail or interstate common carriers. From
time to time, legislation has been introduced in Congress which, if passed,
would impose state use tax collection obligations on out-of-state mail order
companies such as the Company. If such legislation were to be enacted, the
imposition of a tax collection obligation on the Company may result in
additional administrative expenses to the Company and price increases to the
customer that could adversely affect the Company. Currently, the Company does
not collect sales tax from customers in states in which the Company does not
maintain a sales office.
 
SHARES ELIGIBLE FOR FUTURE SALE; REGISTRATION RIGHTS
 
   
     Upon completion of the Offering, the Company will have outstanding
10,002,515 shares of Common Stock. Of these shares, the 3,759,000 shares of
Common Stock sold in the Offering (4,322,850 shares if the Underwriters'
over-allotment option is exercised in full) will be freely transferable without
restriction under the Securities Act of 1933 (the "Securities Act"), by persons
other than "affiliates" of the Company within the meaning of Rule 144
promulgated under the Securities Act ("Rule 144"). The remaining 6,243,515
shares of Common Stock were issued in reliance on exemptions from the
registration requirements of the Securities Act, and those shares are
"restricted" securities under Rule 144. For purposes of Rule 144, approximately
1,367,471 shares held for more than two years will be eligible for sale
immediately following consummation of the Offering, based on current Securities
and Exchange Commission ("Commission") rules. Following the expiration or
release from the 180-day lock-up agreements with the representatives of the
Underwriters, approximately 4,799,238 additional shares of Common Stock will be
eligible for sale in accordance with the requirements of Rule 144, subject to
compliance with certain volume limitations.
    
 
     The Company has granted registration rights to its existing shareholders.
After the Offering, such shareholders will each have the right to require the
Company, subject to certain limitations, to include shares held by them in one
of the first four registrations of Common Stock by the Company. All shareholders
holding registration rights have waived their rights to participate as selling
shareholders in the Offering, except the Selling Shareholders in this Offering.
See "Principal and Selling Shareholders."
 
     Each of the Company, its officers and directors, and certain other
shareholders of the Company, including the Selling Shareholders, has agreed that
it will not (i) offer, pledge, sell, solicit an offer to buy, contract to sell,
grant any option, right or warrant to purchase, or otherwise transfer or dispose
of, directly or indirectly, or file with the Commission a registration statement
under the Securities Act relating to, any shares of Common Stock, or any
securities that are convertible into or exercisable or exchangeable for Common
Stock or (ii) enter into any swap or other arrangement that transfers all or a
portion of the economic consequences associated with ownership of any Common
Stock, for a period of 180 days after the date of this Prospectus without the
prior written consent of Donaldson, Lufkin & Jenrette Securities Corporation
("DLJ"), except pursuant to certain limited exceptions. See "Shares Eligible for
Future Sale" and "Underwriting."
 
     Future sales of substantial amounts of Common Stock, or the perception that
such sales could occur, may affect the market price of the Common Stock
prevailing from time to time.
 
NO PRIOR PUBLIC MARKET; OFFER PRICE; STOCK PRICE VOLATILITY
 
     Prior to this Offering, there has been no public market for the Company's
Common Stock, and there can be no assurance that following this Offering an
active trading market will develop or be maintained. The initial public offering
price will be determined by negotiations between the Company and the
representatives of the Underwriters and may not be indicative of prices that
will prevail in the trading market following this Offering. For a description of
the factors considered in determining the initial public offering price, see
"Underwriting." After the Offering, the market price of the Common Stock may be
influenced by many factors including, among others, the operating results of the
Company, investors' perceptions of the Company and its prospects, and general
economic and market conditions. In addition, the stock market has historically
experienced volatility which has particularly affected the market prices of
securities of many technology-related companies and which sometimes has been
unrelated to the operating performances of such companies. Furthermore, any
 
                                       11
<PAGE>   13
 
adverse changes in the market price of the common stock of other wireless
communication distribution or related companies or announcements of
technological developments may adversely affect the market price of the
Company's Common Stock, irrespective of whether there has been any deterioration
of the Company's business or financial results.
 
CONTROL BY EXISTING SHAREHOLDERS
 
   
     Upon completion of this offering, the Company's officers and directors will
beneficially own approximately 48.7% of the outstanding Common Stock. As a
result, these shareholders, acting together, may be able to control the outcome
of certain actions requiring shareholder approval, such as election of
directors, amendments to the Company's charter and mergers or other changes in
control. See "Principal and Selling Shareholders."
    
 
ANTI-TAKEOVER PROVISIONS
 
     The Texas Business Corporation Act and the Company's Articles of
Incorporation and Bylaws contain various provisions, including, without
limitation, certain provisions authorizing the Company to issue preferred stock
and dividing the Company's Board of Directors into three classes serving
staggered three-year terms, that may make it more difficult for a third party to
acquire, or may discourage acquisition bids for, the Company and could limit the
price that certain investors might be willing to pay in the future for shares of
the Company's Common Stock. The ownership after this Offering by the Company's
officers, directors and their affiliates of substantial shares of Common Stock
could also discourage such bids. In addition, the rights of the holders of
Common Stock will be subject to, and may be adversely affected by, the rights of
any holders of preferred stock that may be issued in the future and that may be
senior to the rights of the holders of Common Stock. The issuance of preferred
stock may have the effect of delaying, deterring or preventing a change in
control of the Company. See "Description of Capital Stock."
 
POSSIBLE HEALTH RISKS
 
     Recently, lawsuits have been filed alleging a link between the non-thermal
electromagnetic field emitted by cellular telephones and two-way radios and the
development of cancer. To date, there have been relatively few medical studies
relating to the effects of non-thermal electromagnetic fields on health, and
there are not any widely accepted theories regarding how exposure to a
non-thermal electromagnetic field could threaten health. Future medical studies
may produce findings that could have a material adverse effect upon the wireless
communications industry and the Company.
 
GOVERNMENT REGULATION
 
     From time to time, the Federal Communications Commission ("FCC") amends its
regulations governing the licensing or sale of the communication equipment
distributed by the Company, the frequencies that such equipment uses, and the
requirements for operating such equipment. The FCC has from time to time
submitted proposals relating to licensing, use and regulation of frequency bands
that could affect operation on certain of the frequency bands where equipment
marketed by the Company operates. It is uncertain what impact, if any, these or
future proposals may have on the Company's operations.
 
   
IMMEDIATE AND SUBSTANTIAL DILUTION
    
 
   
     This Offering will result in an immediate and substantial dilution to
purchasers of the Common Stock offered hereby because the net tangible book
value per share of the Common Stock after this Offering will be substantially
less than the initial public offering price per share. See "Dilution."
    
 
   
NO EXPECTATION OF DIVIDENDS
    
 
   
     For the foreseeable future, it is anticipated that any earnings will be
retained for operations and expansion of the Company's business and that cash
dividends will not be paid to holders of the Common Stock. See "Dividend
Policy."
    
                                       12
<PAGE>   14
 
                                  THE COMPANY
 
   
     In December 1995, the Company (then named Page-Com, Inc.) consummated the
Merger with Bear Communications. Bear Communications was a leading independent
distributor of wireless communication products in the United States through the
field office channel and Page-Com was a leading independent distributor of
wireless communication products in the United States through catalog operations.
The Merger was accounted for as a pooling of interests. From August 1996 through
June 1998, the Company acquired the operations of 14 independent dealers of
wireless communication products, a majority of the assets of Motorola's Radio
Products Group rentals business and substantially all of the assets of Condor.
All such acquisitions were accounted for as purchases for financial reporting
purposes. The aggregate consideration paid for such acquisitions was $18.7
million in cash, notes payable in the amount of $300,000 and amounts to be paid
pursuant to certain earn-out arrangements.
    
 
   
     On March 31, 1998, the Company completed the Condor Acquisition. Condor
reported revenues of $50.7 million during its fiscal year ended December 31,
1997. The Condor Acquisition was accounted for using the purchase method of
accounting. Based in Miami, Florida, Condor is a leading exporter of two-way
radio communication equipment and communication systems primarily to Latin
America, Eastern Europe, Africa and the Middle East. In addition to its Miami
office, Condor operates a distribution sales office in Prague, Czech Republic.
Condor owns a fifty percent interest in an entity that operates a distribution
sales office in Caracas, Venezuela. Condor exports primarily Motorola two-way
radio products. Virtually all of Condor's sales are denominated in U.S. dollars.
The Condor Acquisition provides the Company an operational platform from which
it can expand its international operations. The Company's strategy is to expand
its international operations by establishing additional sales offices within
licensed regions and offering additional products and services within those
regions. The Company paid cash consideration of $7.0 million at the closing of
the Condor Acquisition. In addition, the Company entered into an earn-out
arrangement pursuant to which the Company is obligated to pay Condor
Communications, for each of the twelve-month periods ending March 31, 1999 and
2000, an amount equal to fifty percent of the first $3.0 million of EBITDA
attributable to Condor Business Unit Operations (as defined in the agreement
governing the Condor Acquisition), provided that EBITDA for such twelve-month
period shall be $2.0 million or greater, and twenty-five percent of EBITDA in
excess of $3.0 million, without limitation.
    
 
     The Company's principal executive offices are located at 11545 Pagemill
Road, Dallas, Texas 75243 and its telephone number is (214) 340-8876.
 
                                       13
<PAGE>   15
 
                                USE OF PROCEEDS
 
   
     The net proceeds to be received by the Company from the sale of the shares
of Common Stock offered by the Company hereby (after deducting underwriting
discounts and commissions and estimated offering expenses) are estimated to be
approximately $42.8 million, assuming an initial public offering price of
$14.00. A portion of the net proceeds will be used to repay all of the Company's
borrowings under its $25 million revolving line of credit and its $5 million
term note (the "Senior Bank Facility") payable to Wells Fargo Bank (Texas),
National Association, an aggregate of approximately $27.4 million, consisting of
$23 million under the revolving line of credit and $4.4 million under the term
loan, at May 31, 1998. The Company is required to repay the amount of all
principal outstanding under the term note in equal monthly installments through
November 5, 2001. The Company may re-borrow funds under the revolving line of
credit from time to time. All outstanding amounts under the revolving line of
credit are due and payable on November 5, 1999. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations -- Liquidity and
Capital Resources." The revolving line of credit and the term note each bear
interest at LIBOR plus 1.25% and 1.35%, respectively (6.90% and 7.00%,
respectively, at May 31, 1998) or the lender's prime rate (8.50% at May 31,
1998). At May 31, 1998, the Company had outstanding borrowings under the Senior
Bank Facility of $22.0 million bearing interest at LIBOR plus 1.25%, $4.2
million at LIBOR plus 1.35% and $1.2 million bearing interest at the prime rate.
During fiscal 1998, the Company incurred $15.9 million of indebtedness under the
Senior Bank Facility to fund its acquisition program and $1.9 million to fund
capital additions. All other borrowings under the Senior Bank Facility during
fiscal 1998 were incurred for working capital. The balance of the net proceeds
will be used for general corporate purposes, including working capital, and
would be available to finance, among other things, potential strategic
acquisitions and upgrades to the Company's management information systems. The
Company is currently evaluating certain strategic acquisitions; however, the
Company has no binding commitment to acquire any business or other material
assets. Pending such uses, the net proceeds of the Offering will be invested in
short-term, interest-bearing securities. Other than as a result of the
anticipated repayment to the Company of a promissory note from a Selling
Shareholder with the proceeds from shares of Common Stock to be sold by him in
the Offering, the Company will not receive any proceeds from the sale of shares
by the Selling Shareholders. See "Management -- Compensation Committee
Interlocks and Insider Participation."
    
 
   
                                DIVIDEND POLICY
    
 
   
     The Company has not paid dividends on its Common Stock during the last two
fiscal years. The Company expects that in the foreseeable future it will retain
all available earnings, if any, for the development and growth of its businesses
and does not anticipate paying any cash dividends on the Common Stock. The
Senior Bank Facility prohibits paying dividends while any amounts are
outstanding thereunder. Subject to this restriction, the payment of cash
dividends in the future will be at the discretion of the Board of Directors and
will depend upon such factors as the Company's future earnings, capital
requirements, financial condition and business prospects and other factors the
Board of Directors deems relevant.
    
 
                                       14
<PAGE>   16
 
                                    DILUTION
 
   
     At April 30, 1998, the net tangible book value of the Company was
approximately $3.2 million or $0.48 per share of Common Stock. Net tangible book
value per share is determined by dividing the tangible net worth of the Company
(total tangible assets less total liabilities) by the number of shares of Common
Stock outstanding. After giving effect to the sale by the Company of the shares
of Common Stock offered hereby at an assumed initial public offering price of
$14.00 per share and the deduction of the estimated underwriting discounts and
commissions and Offering expenses payable by the Company in connection
therewith, but without taking into account any other changes in such net
tangible book value, the net tangible book value of the Company at April 30,
1998 would have been approximately $46.0 million or $4.60 per share. This
represents an immediate increase in net tangible book value of $4.12 per share
to existing shareholders and an immediate dilution in net tangible book value of
$9.40 per share to purchasers of shares in this Offering. The following table
illustrates this dilution:
    
 
   
<TABLE>
<S>                                                           <C>       <C>
Initial public offering price per share.....................            $14.00
  Net tangible book value per share before this Offering....  $0.48
  Increase per share attributable to new shareholders.......   4.12
                                                              -----
Pro forma net tangible book value per share after this
  Offering..................................................              4.60
                                                                        ------
Dilution per share to new shareholders......................            $ 9.40
                                                                        ======
</TABLE>
    
 
     The following table sets forth the difference between the existing
shareholders and the purchasers of shares in this Offering with respect to the
number of shares purchased from the Company, the total cash consideration paid
to the Company for such shares and the average price per share paid.
 
   
<TABLE>
<CAPTION>
                                           SHARES PURCHASED       TOTAL CONSIDERATION     AVERAGE
                                         ---------------------   ---------------------   PRICE PER
                                           NUMBER      PERCENT     AMOUNT      PERCENT     SHARE
<S>                                      <C>           <C>       <C>           <C>       <C>
Existing shareholders(1)...............    6,669,515    66.7%    $ 3,823,666     7.6%     $ 0.57
New investors..........................    3,333,000    33.3%     46,662,000    92.4%      14.00
                                         -----------   ------    -----------   ------
          Total........................   10,002,515   100.0%    $50,485,666   100.0%
                                         ===========   ======    ===========   ======
</TABLE>
    
 
------------------------------
 
   
(1) Sales by the Selling Shareholders in connection with this Offering will
    reduce the number of shares held by existing shareholders of the Company to
    6,166,709, or 61.7% of the total number of shares outstanding after this
    Offering, and will increase the number of shares held by new investors to
    3,759,000 shares, or 37.6% of the total number of shares outstanding after
    this Offering. See "Principal and Selling Shareholders."
    
 
   
     The computations in the table set forth above assume no exercise of
outstanding stock options. On the date of this Prospectus, there were
outstanding options to purchase 406,000 shares of Common Stock at the Offering
price.
    
 
                                       15
<PAGE>   17
 
                                 CAPITALIZATION
 
   
     The following table sets forth the cash position and the capitalization of
the Company as of April 30, 1998, and as adjusted to give effect to the Offering
(assuming an initial public offering price of $14.00 per share) and the
application of the net proceeds therefrom, including the repayment of certain
notes payable to the Company, as if those transactions had occurred on April 30,
1998. See "Use of Proceeds" and "Management -- Compensation Committee Interlocks
and Insider Participation." This table should be read in conjunction with the
historical and pro forma financial statements of the Company and related notes
thereto included elsewhere in this Prospectus.
    
 
   
<TABLE>
<CAPTION>
                                                                 APRIL 30, 1998
                                                              ---------------------
                                                              ACTUAL    AS ADJUSTED
                                                                 (IN THOUSANDS)
<S>                                                           <C>       <C>
Cash........................................................  $   350     $18,499
                                                              =======     =======
Long-term debt(1):
  Borrowings under Senior Bank Facility.....................   26,333          --
  Capital lease obligations.................................      198         198
  Other.....................................................      257         257
                                                              -------     -------
          Total long-term debt..............................   26,788         455
                                                              -------     -------
Shareholders' equity:
  Preferred Stock, $0.01 par value; 1,000,000 shares
     authorized and no shares issued and outstanding........       --          --
  Common Stock, $0.01 par value; 50,000,000 shares
     authorized, 6,669,515 shares issued and outstanding;
     10,002,515 shares issued and outstanding as
     adjusted(2)............................................       67         100
  Additional paid-in capital................................    3,757      46,520
  Cumulative translation adjustment.........................      (19)        (19)
  Note receivable from shareholder(3).......................     (933)         --
  Retained earnings.........................................   10,510      10,510
                                                              -------     -------
          Total shareholders' equity........................   13,382      57,111
                                                              -------     -------
          Total capitalization..............................  $40,170     $57,566
                                                              =======     =======
</TABLE>
    
 
---------------
 
   
(1) Includes current maturities of long-term debt.
    
 
   
(2) Excludes 406,000 shares of Common Stock issuable upon the exercise of
    outstanding options, an additional 694,000 shares of Common Stock reserved
    for future issuance under the Company's 1998 Stock Option Plan, and 500,000
    shares of Common Stock reserved for future issuance under the Company's 1998
    Employee Stock Purchase Plan.
    
 
   
(3) See "Management -- Compensation Committee Interlocks and Insider
    Participation."
    
 
                                       16
<PAGE>   18
 
   
         UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
    
 
   
     The unaudited pro forma condensed consolidated statement of income is
included in order to illustrate the effect on the Company's statement of income
of the transactions described below.
    
 
   
     The unaudited pro forma condensed consolidated statement of income for the
year ended April 30, 1998 gives effect to (i) the Condor Acquisition and Other
Acquisitions and (ii) the Offering and the application of the net proceeds
therefrom (and repayment of shareholder notes) as if these transactions had
occurred on May 1, 1997. As used herein, "Other Acquisitions" reflects the
acquisitions of three acquired businesses. The remaining eight acquisitions
completed since May 1, 1997 are not included because the acquisitions occurred
at or near the beginning of the year ended April 30, 1998 or are not material.
The unaudited pro forma condensed consolidated statement of income for the year
ended April 30, 1998 includes the results of Condor for the twelve-month period
ended March 31, 1998.
    
 
   
     The unaudited pro forma adjustments are based upon available information
and certain assumptions that the Company believes are reasonable, and in the
opinion of management, include all adjustments necessary to present fairly the
pro forma financial information. The unaudited pro forma condensed consolidated
statement of income and accompanying notes should be read in conjunction with
the historical consolidated financial statements of the Company and Condor, and
other financial information pertaining to the Company, including the information
set forth under the captions "The Company," "Capitalization" and "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
included elsewhere herein. The unaudited pro forma condensed consolidated
statement of income is not indicative of either future results of operations or
the results that might have occurred if the foregoing transactions had been
consummated on the indicated dates.
    
 
                                       17
<PAGE>   19
 
   
         UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
    
   
                           YEAR ENDED APRIL 30, 1998
    
                      (IN THOUSANDS EXCEPT PER SHARE DATA)
 
   
<TABLE>
<CAPTION>
                                              HISTORICAL
                              -------------------------------------------
                              BEARCOM        CONDOR            OTHER         PRO FORMA                ADJUSTMENTS     PRO FORMA
                                (1)      ACQUISITION(2)   ACQUISITIONS(3)   ADJUSTMENTS   PRO FORMA   FOR OFFERING   AS ADJUSTED
<S>                           <C>        <C>              <C>               <C>           <C>         <C>            <C>
Revenues....................  $96,524       $48,176           $4,383          $           $149,083      $             $149,083
Cost of revenues............   64,739        41,851            2,674                       109,264                     109,264
                              -------       -------           ------          -------     --------      -------       --------
Gross profit................   31,785         6,325            1,709               --       39,819           --         39,819
Operating expenses..........   26,685         3,514            1,156              118(a)    31,623                      31,623
                                                                                  150(b)
                              -------       -------           ------          -------     --------      -------       --------
Operating income............    5,100         2,811              553             (268)       8,196           --          8,196
Interest expense............    1,191             3              134              623(c)     1,951       (1,841)(f)        110
Other, net..................     (137)          (18)              --                          (155)          97(g)         (58)
                              -------       -------           ------          -------     --------      -------       --------
Income before income
  taxes.....................  $ 4,046       $ 2,826              419             (891)       6,400        1,744          8,144
Income taxes................    1,536            --              (11)            (347)(d)    2,455          680(d)       3,135
                                                                                1,277(e)
                              -------       -------           ------          -------     --------      -------       --------
Net income..................  $ 2,510       $ 2,826           $  430          $(1,821)    $  3,945      $ 1,064       $  5,009
                              =======       =======           ======          =======     ========      =======       ========
Net income per share:
  Basic.....................  $   .38                                                     $    .59                    $    .50
  Diluted...................  $   .38                                                     $    .59                    $    .50
</TABLE>
    
 
------------------------------
 
   
(1) Represents the historical operating results of the Company for the year
    ended April 30, 1998.
    
 
   
(2) Represents the historical operating results of Condor for the year ended
    March 31, 1998, less the one month activity included in the BearCom
    historical operating results.
    
 
   
(3) Represents the historical operating results of three businesses acquired for
    the period from May 1, 1997 through the respective dates of acquisition.
    
 
                     NOTES TO UNAUDITED PRO FORMA CONDENSED
   
                        CONSOLIDATED STATEMENT OF INCOME
    
 
   
(a)  To record additional amortization expense related to additional goodwill of
     $5,353,000 resulting from acquisitions made in fiscal 1998.
    
 
   
(b)  To record operating expenses related to additional salary expense of
     Condor's president pursuant to an employment contract entered into at the
     closing of the Condor Acquisition. The employment contract requires an
     annual salary of $150,000. Prior to the Condor Acquisition, the president
     did not receive a salary.
    
 
   
(c)  To record interest expense on additional borrowings of $11,417,000 used to
     fund acquisitions made in fiscal 1998, as if these borrowings were
     outstanding the entire year, at a weighted average interest rate of 7%.
    
 
   
(d)  To record income tax expense on the income before income tax effect of the
     pro forma adjustments of ($891,000) and adjustments for Offering of
     $1,744,000 calculated using a combined federal and state statutory rate of
     39%.
    
 
   
(e)  To record income tax expense on the income before income taxes of Condor of
     $2,826,000 and the Other Acquisitions of $419,000 calculated using a
     combined federal and state statutory rate of 39%.
    
 
   
(f)  To record a decrease in interest expense resulting from repayment of all
     borrowings outstanding, except for amounts related to capital leases and
     vehicle loans, using proceeds from sale of shares of Common Stock in the
     Offering. The reduction in interest expense assumes repayments of
     borrowings totaling $26,333,000 at a weighted average interest rate of 7%.
    
 
   
(g)  To record a decrease in interest income resulting from repayment of all
     shareholder notes outstanding using proceeds from sale of shares of Common
     Stock in the Offering. The reduction in interest income assumes repayments
     of notes in an aggregate amount of approximately $1,386,000 at a weighted
     average interest rate of 7%.
    
 
                                       18
<PAGE>   20
 
                            SELECTED FINANCIAL DATA
 
   
     The following table sets forth selected financial data for the Company as
of the dates and for the periods indicated. The statement of income and balance
sheet data for each of the five years ended April 30, 1998 are derived from the
audited financial statements of the Company. The information below should be
read in conjunction with "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and the Consolidated Financial Statements
and notes thereto included elsewhere in this Prospectus.
    
 
   
<TABLE>
<CAPTION>
                                                                         FISCAL YEARS ENDED APRIL 30,
                                                              ---------------------------------------------------
                                                               1994       1995       1996       1997       1998
                                                                 (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                                                           <C>        <C>        <C>        <C>        <C>
STATEMENT OF INCOME DATA:
  Revenues..................................................  $49,285    $56,554    $63,278    $69,642    $96,524
  Cost of revenues..........................................   35,648     39,371     42,984     46,275     64,739
                                                              -------    -------    -------    -------    -------
  Gross profit..............................................   13,637     17,183     20,294     23,367     31,785
  Operating expenses........................................   12,498     13,623     16,697     19,758     26,685
                                                              -------    -------    -------    -------    -------
  Operating income..........................................    1,139      3,560      3,597      3,609      5,100
  Interest expense..........................................      386        519        544        595      1,191
  Other net.................................................       (1)       302         33        (73)      (137)
                                                              -------    -------    -------    -------    -------
  Income before income taxes................................      754      2,739      3,020      3,087      4,046
  Income taxes..............................................      320      1,726      1,173      1,185      1,536
                                                              -------    -------    -------    -------    -------
  Net income................................................  $   434    $ 1,013    $ 1,847    $ 1,902    $ 2,510
                                                              =======    =======    =======    =======    =======
  Net income per share......................................  $   .07    $   .17    $   .30    $   .29    $   .38
                                                              =======    =======    =======    =======    =======
  Pro forma net income(1)...................................  $   515    $ 1,679
                                                              =======    =======
  Pro forma net income per share(1).........................  $   .09    $   .28
                                                              =======    =======
BALANCE SHEET DATA (AT PERIOD END):
  Working capital...........................................  $ 2,088    $ 3,069    $ 4,326    $13,225    $19,852
  Total assets..............................................   18,840     19,726     20,047     26,445     53,648
  Total long-term debt, including current maturities........    7,801      7,042      5,888      9,687     26,788
  Shareholders' equity......................................    6,552      7,565      9,005     10,888     13,382
OTHER DATA:
  Number of sales offices at period end.....................       16         20         22         25         37
  EBITDA(2).................................................    1,846      4,417      4,734      5,326      7,380
  Capital expenditures(3)...................................    1,919      1,054      1,429      2,127      1,869
</TABLE>
    
 
------------------------------
   
(1) For periods prior to January 1, 1995, Bear Communications was subject to
    taxation under Subchapter S of the Internal Revenue Code of 1986, as amended
    (the "Code"), for federal income tax purposes. Accordingly, no provision was
    made for federal income taxes as the liability for such taxes was the
    responsibility of the shareholders of Bear Communications. Pro forma net
    income and pro forma net income per share are determined after computing
    federal income taxes as if Bear Communications had been directly responsible
    for federal income taxes for the periods presented. Pro forma net income was
    greater than net income for the year ended April 30, 1994 as a result of a
    pro forma tax benefit of $86,000 related to losses incurred by Bear
    Communications. Pro forma net income was greater than net income for the
    year ended April 30, 1995 due to the effect of a $666,000 charge related to
    the change in tax status of Bear Communications.
    
 
   
(2) "EBITDA" is calculated herein as income before income taxes, plus
    depreciation, amortization and interest expense. The Company believes that
    EBITDA is a measure commonly used in the wireless communication industry by
    financial analysts, investors and other interested parties for measuring and
    comparing financial information such as liquidity, operating performance and
    leverage. EBITDA is not a measure of cash flow, operating results or
    liquidity, as determined in accordance with generally accepted accounting
    principles, and differs from net cash provided by operating activities as
    determined under generally accepted accounting principles in that it
    excludes significant components useful in understanding and assessing the
    Company's financial performance. EBITDA should not be considered in
    isolation or as an alternative to, or more meaningful than, net income or
    cash flows provided by operations. EBITDA amounts shown for the Company may
    not be comparable to similarly titled measures reported for other companies
    as such calculations may not be made on the same basis.
    
 
(3) Excludes payments for business acquisitions.
 
                                       19
<PAGE>   21
 
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
     The following provides an analysis of the Company's financial condition and
results of operations, and should be read in conjunction with "Selected
Financial Data" and the Consolidated Financial Statements and the notes thereto
included elsewhere in this Prospectus. Except for the historical information
contained herein, the discussion in this Prospectus contains forward-looking
statements that involve risks and uncertainties. The Company's actual
performance or results could differ materially from those discussed herein.
Factors that could contribute to such differences include those discussed below
and in the section entitled "Risk Factors," as well as those discussed elsewhere
in this Prospectus.
 
OVERVIEW
 
   
     The Company is principally engaged in the business of selling, renting and
servicing site-based two-way communication equipment and accessories. In
December 1995, the Company (then named Page-Com, Inc.) consummated the Merger
with Bear Communications. Prior to the Merger, the Company believes that Bear
Communications was the largest independent distributor of two-way radios in the
United States through the field office channel and Page-Com was the largest
independent distributor of two-way radios in the United States through the
catalog marketing channel. As a result of the Merger, which was accounted for as
a pooling of interests, the Company's Consolidated Financial Statements have
been restated to include the accounts and operations of Page-Com and Bear
Communications for all periods presented. From August 1996 through April 1998,
the Company acquired the operations of 12 independent dealers of wireless
communication products and a majority of the assets of Motorola's Radio Products
Group rentals business. On March 31, 1998, the Company consummated the Condor
Acquisition. All such acquisitions were accounted for as purchases for financial
reporting purposes. Accordingly, the results of operations of such acquired
businesses are included in the Company's results of operations from the dates of
acquisition.
    
 
   
     The Company's acquisitions have enabled it to enter new domestic and
international markets and increase penetration of existing markets. Acquisitions
generally have been financed through the use of the Senior Bank Facility. Of the
approximately $27.4 million of outstanding borrowings under the Senior Bank
Facility as of May 31, 1998, the Company borrowed approximately $18.7 million to
make acquisitions. During the initial integration phase following an
acquisition, the Company typically has incurred integration-related operating
expenses for training personnel, for the conversion of information systems and
other transition-related costs. Depending on the size and location of an
acquired business, integration costs have been incurred primarily during the
first six months following an acquisition.
    
 
   
     The Company's revenues are derived from sales to end-users in a wide
variety of industries, other wireless communication dealers and rental
customers. For the fiscal years ended April 30, 1997 and 1998, revenues derived
from sales to other wholesale wireless communication dealers accounted for
approximately 10% of the Company's revenues. However, as a result of the Condor
Acquisition, the Company expects that revenues from sales to other wholesale
wireless communication dealers will account for a significantly higher
percentage of the Company's revenues for periods subsequent to such acquisition.
Additionally, for the last two fiscal years, no single customer accounted for
more than 5% of the Company's revenues.
    
 
   
     From May 1, 1996 through April 30, 1998, 81% of the Company's revenues was
derived from the sale of equipment, while 12% was attributable to rental
revenues, 5% to repair revenues and 2% to other revenues. Other revenues
includes revenues from sales of paging services and Nextel activation fees.
Gross profit margins related to rental and repair revenues historically have
been significantly higher than that of revenues derived from the sale of
equipment and accessories.
    
 
                                       20
<PAGE>   22
 
RESULTS OF OPERATIONS
 
     The following table sets forth the statement of income data of the Company
expressed in dollars and as a percentage of revenues for the periods indicated.
 
   
<TABLE>
<CAPTION>
                                                                             YEAR ENDED APRIL 30,
                                                              ---------------------------------------------------
                                                                   1996              1997              1998
                                                                            (DOLLARS IN THOUSANDS)
<S>                                                           <C>       <C>     <C>       <C>     <C>       <C>
Revenues:
  Equipment.................................................  $54,131    85.5%  $57,864    83.1%   76,052    78.8%
  Rental....................................................    6,375    10.1     8,511    12.2    11,260    11.7
  Repair....................................................    2,072     3.3     2,474     3.6     6,344     6.5
  Other.....................................................      700     1.1       793     1.1     2,868     3.0
                                                              -------   -----   -------   -----   -------   -----
        Total revenues......................................   63,278   100.0    69,642   100.0    96,524   100.0
Cost of revenues............................................   42,984    67.9    46,275    66.4    64,739    67.1
                                                              -------   -----   -------   -----   -------   -----
Gross profit................................................   20,294    32.1    23,367    33.6    31,785    32.9
Operating expenses..........................................   16,697    26.4    19,758    28.4    26,685    27.6
                                                              -------   -----   -------   -----   -------   -----
Operating income............................................    3,597     5.7     3,609     5.2     5,100     5.3
Interest expense............................................      544     0.8       595     0.9     1,191     1.2
Other, net..................................................       33     0.1       (73)   (0.1)     (137)   (0.1)
                                                              -------   -----   -------   -----   -------   -----
Income before income taxes..................................    3,020     4.8     3,087     4.4     4,046     4.2
Income taxes................................................    1,173     1.9     1,185     1.7     1,536     1.6
                                                              -------   -----   -------   -----   -------   -----
Net income..................................................    1,847     2.9     1,902     2.7     2,510     2.6
                                                              =======   =====   =======   =====   =======   =====
</TABLE>
    
 
   
  YEAR ENDED APRIL 30, 1998 COMPARED TO YEAR ENDED APRIL 30, 1997
    
 
   
     Revenues. Revenues increased $26.9 million, or 38.6%, to $96.5 million for
the year ended April 30, 1998 compared to $69.6 million for the year ended April
30, 1997. Of the overall revenue increase, approximately $16.3 million was
related to revenues included from ten businesses acquired during fiscal 1998,
including Condor revenues of approximately $4.8 million. The remaining $10.6
million increase related to internal revenue growth from the Company's sales
offices existing as of April 30, 1997 and catalog operations. Overall, revenues
were not impacted by any significant price changes. Increases by revenue
components were as follows: equipment revenues increased $18.2 million, or
31.4%; rental revenues increased $2.7 million, or 32.3%; repair revenues
increased $3.9 million; and other revenues increased $2.1 million. Excluding
approximately $800,000 of rental revenue generated from the 1996 Summer Olympic
Games, rental revenues increased $3.5 million, or 46.0%, during the year ended
April 30, 1998. This increase was primarily related to the Company's acquisition
of a majority of the assets of Motorola's Radio Products Group rentals business
in June 1997 as well as rental revenues attributable to other acquired
businesses. Of the $3.9 million increase in repair revenues, approximately $2.2
million is attributable to acquired businesses with the remaining $1.7 million
increase attributable to existing repair services. Additionally, the increase in
other revenues is attributable to increased activation income earned from the
sale of Nextel equipment.
    
 
   
     Gross profit. Gross profit increased $8.4 million, or 36.0%, to $31.8
million for the year ended April 30, 1998 compared to $23.4 million for the year
ended April 30, 1997. Of the overall gross profit increase, $4.1 million was
attributable to businesses acquired during fiscal 1998. Gross profit margin
decreased from 33.6% for the year ended April 30, 1997 to 32.9% for the year
ended April 30, 1998, primarily as a result of a decrease in gross profit
margins related to revenues derived from equipment sales, primarily due to the
elimination during 1997 of a special rebate program from a manufacturer as well
as lower gross margins from Condor from the date of acquisition. The decrease in
gross profit margin was partially offset by a higher percentage of revenues
being derived from repair and other revenues and increases in other income.
    
 
   
     Operating expenses. Operating expenses increased by $6.9 million, or 35.1%,
to $26.7 million for the year ended April 30, 1998 compared to $19.8 million for
the year ended April 30, 1997. As a percentage of revenues, operating expenses
were 27.6% and 28.4% for the year ended April 30, 1998 and 1997, respectively.
Of the increase in operating expenses, approximately $3.4 million was
attributable to businesses acquired during fiscal 1998. Other increases related
to administrative costs to facilitate the Company's growth, as well
    
 
                                       21
<PAGE>   23
 
   
as printing and postage costs associated with an increase in the number of
catalogs mailed during the year ended April 30, 1998 compared to the same period
in 1997.
    
 
   
     Interest expense. For the year ended April 30, 1998, interest expense
increased $596,000 to $1,191,000, from $595,000 for the year ended April 30,
1997. The increase was primarily attributable to increased borrowings to finance
the Company's acquisition activity during the year. The increase was offset in
part by lower interest rates as a result of the Company amending its revolving
credit facility at November 1, 1996.
    
 
   
     Other, net. For the year ended April 30, 1998, other, net remained
relatively constant compared to the year ended April 30, 1997.
    
 
   
     Income tax expense. The effective income tax rate for the year ended April
30, 1998 was 38.0%, compared to 38.4% for the year ended April 30, 1997. The
Company's effective income tax rate differs from the statutory rate primarily as
a result of provisions made for state income taxes.
    
 
  YEAR ENDED APRIL 30, 1997 COMPARED TO YEAR ENDED APRIL 30, 1996
 
     Revenues. Revenues increased $6.3 million, or 10.0%, to $69.6 million for
the year ended April 30, 1997 compared to $63.3 million for the year ended April
30, 1996. Of the overall revenue increase, approximately $2.6 million was
related to revenues included from three businesses acquired subsequent to April
30, 1996. The remaining $3.7 million increase related to internal revenue growth
from the Company's existing sales offices and catalog operations. Overall,
revenues were not impacted by any significant price changes. Increases by
revenue components were as follows: equipment revenues increased $3.7 million,
or 6.9%; rental revenues increased $2.1 million, or 33.5%; repair revenues
increased $402,000, or 19.4%; and other revenues increased $93,000, or 13.3%.
During September 1995, the Company discontinued selling to a customer that
accounted for approximately $2.1 million of its equipment revenues for the year
ended April 30, 1996. That customer was a chain of discount warehouse clubs that
ceased selling two-way radios and instead allowed a third party to sell two-way
radios in kiosks located in those warehouse clubs. Excluding this revenue,
overall revenues and equipment revenues for the year ended April 30, 1997 would
have increased 13.9% and 11.3%, respectively. Additionally, excluding
approximately $0.8 million of rental revenues generated from the 1996 Summer
Olympic Games, rental revenues increased $1.3 million, or 21.0%, during the year
ended April 30, 1997 compared to the year ended April 30, 1996.
 
     Gross profit. Gross profit increased by $3.1 million, or 15.1%, to $23.4
million for the year ended April 30, 1997 compared to $20.3 million for the year
ended April 30, 1996. Of the overall gross profit increase, $1.1 million was
attributable to the three businesses acquired subsequent to April 30, 1996.
Gross profit margin increased from 32.1% for the year ended April 30, 1996 to
33.6% for the year ended April 30, 1997, primarily as a result of the loss of
sales to a significant customer, which sales resulted in below-average gross
profit margins. Additionally, overall gross profit margins increased primarily
as a result of a higher percentage of revenues being derived from rental and
repair revenues, which have historically provided the Company significantly
higher gross profit margins.
 
     Operating expenses. Operating expenses increased by $3.1 million, or 18.3%,
to $19.8 million for the year ended April 30, 1997 compared to $16.7 million for
the year ended April 30, 1996. As a percentage of revenues, operating expenses
were 28.4% and 26.4% for the years ended April 30, 1997 and 1996, respectively.
Of the increase in operating expenses, approximately $0.9 million was
attributable to acquired businesses. Additionally, operating expenses increased
as a result of increased administrative costs for a full year associated with
the Merger in December 1995 and an increase in freight costs resulting from a
change in the Company's freight program, which increase was not passed on to its
customers.
 
     Interest expense. For the year ended April 30, 1997, interest expense
increased $51,000 to $595,000 from $544,000 for the year ended April 30, 1996.
The net increase was primarily attributable to increased borrowings to finance
the Company's acquisitions during the year, which increase was partially offset
by lower interest rates as a result of the Company amending its revolving credit
facility on November 1, 1996.
 
     Other, net. Other income for the year ended April 30, 1997 was $73,000
compared to other expense of $33,000 for the year ended April 30, 1996. For the
year ended April 30, 1997, other income was primarily
                                       22
<PAGE>   24
 
related to interest income from notes receivable from an officer of the Company.
For the year ended April 30, 1996, other expense is primary attributable to
legal and professional fees that were incurred in connection with the Merger.
 
   
     Income tax expense. The effective income tax rate for the year ended April
30, 1997 was 38.4%, compared to 38.8% for the year ended April 30, 1996. The
Company's effective income tax rate differs from the statutory rate primarily as
a result of provisions made for state income taxes.
    
 
   
  QUARTERLY RESULTS OF OPERATIONS
    
 
     The following table presents selected unaudited quarterly results of
operations for the periods indicated. The information has been prepared by the
Company on a basis consistent with the Company's audited financial statements
and includes all adjustments that management considers necessary for fair
presentation of the information for the periods presented. Results of operations
for any fiscal quarter are not necessarily indicative of results for any future
period.
   
    
 
<TABLE>
<CAPTION>
                                                                     QUARTERS ENDED
                                                   ---------------------------------------------------
                                                   JULY 31,    OCTOBER 31,    JANUARY 31,    APRIL 30,
                                                     1996         1996           1997          1997
                                                                 (DOLLARS IN THOUSANDS)
<S>                                                <C>         <C>            <C>            <C>
Revenues.........................................  $15,679       $19,063        $16,612       $18,288
Gross profit.....................................    5,080         6,513          5,467         6,307
Operating income.................................      855         1,689            431           634
Net income.......................................      461           963            177           301
</TABLE>
 
   
<TABLE>
<CAPTION>
                                                                     QUARTERS ENDED
                                                   ---------------------------------------------------
                                                   JULY 31,    OCTOBER 31,    JANUARY 31,    APRIL 30,
                                                     1997         1997           1998          1998
                                                                 (DOLLARS IN THOUSANDS)
<S>                                                <C>         <C>            <C>            <C>
Revenues.........................................  $20,557       $24,816        $21,691       $29,460
Gross profit.....................................    7,108         8,414          7,133         9,130
Operating income.................................    1,106         2,009            710         1,275
Net income.......................................      583         1,115            260           552
</TABLE>
    
 
     The Company's business is subject to seasonal influences and accordingly,
its revenues and operating results are typically lower during the fiscal quarter
ending January 31 due to lower levels of business activity during the winter
months. The Company's revenues and operating results may be subject to further
fluctuation in future periods. Significant quarterly fluctuations in the
Company's revenue and operating results may be caused by, among other factors,
the timing of significant rental activity, seasonality in the ordering patterns
of users of the Company's products, the timing of new enhancements or product
offerings made available by suppliers, economic conditions in the geographical
areas in which the Company operates and acquisitions and related assimilation
costs. See "Risk Factors -- Fluctuations in Quarterly Operating Results."
 
   
CONDOR
    
   
    
 
   
     On March 31, 1998, the Company acquired substantially all of the assets of
Condor, a leading exporter of two-way communication equipment and communication
systems to dealers primarily in Latin America and Eastern Europe. The
acquisition was accounted for using the purchase method of accounting. Condor is
based in Miami, Florida and has distribution offices in Caracas, Venezuela and
Prague, Czech Republic.
    
 
   
     Condor reported revenues of $50.7 million during the twelve months ended
December 31, 1997, an increase of 11.4% from revenues of $45.5 million in 1996.
This increase was due to increased shipments of two-way equipment to dealers.
Condor's gross profit decreased to $5.7 million in 1997 from $7.1 million in
1996. Condor's gross margin decreased to 11.3% in 1997 from 15.7% in 1996.
Condor's decreased gross profit and gross margin in 1997 was primarily due to a
reduction in selling prices to attract new customers in Latin America and a
reduction of sales in Eastern Europe. Condor's selling, general and
administrative expenses increased to $4.7 million in 1997 from $4.4 million in
1996, primarily due to increased bad debt expense for
    
 
                                       23
<PAGE>   25
 
   
1997 compared to 1996. As a percentage of revenue, Condor's selling, general and
administrative expenses decreased to 9.2% in 1997 from 9.7% in 1996. Condor's
operating income decreased to $1.0 million, or 2.0% of revenue in 1997 from $2.7
million or 6.0% of revenue in 1996.
    
 
   
     The Company's historical financial information included in this Prospectus
does not include the operations of Condor in any periods presented. As a result
of the Condor Acquisition, the Company expects that its consolidated gross
profit margin will decline in future periods due to the inclusion of Condor's
export operations, which have had significantly lower gross profit margins than
the Company's domestic operations. Although Condor's operating expenses as a
percentage of revenues historically have been lower than that of BearCom, Condor
historically has experienced operating income margins similar to or less than
BearCom due to the significant difference in gross profit margins. Condor's
business is subject to seasonal influences and, accordingly, its quarterly
revenues and operating results may be materially affected by the timing of large
system sales, seasonal buying patterns of dealers, the timing of new
enhancements or product offerings made available by suppliers and economic
conditions in the geographical areas in which it operates. See "Risk
Factors -- Limited Experience with International Operations; Risks of Conducting
International Operations."
    
 
LIQUIDITY AND CAPITAL RESOURCES
 
   
     During fiscal 1996 and 1998, the Company generated cash flow from operating
activities of $3.1 million and $1.7 million, respectively. During fiscal 1997,
the Company used $152,000 of cash in its operating activities. Historically,
cash flows provided by operating activities have been used to fund the Company's
working capital requirements, primarily its growth in accounts receivable and
inventories. For fiscal 1996, 1997 and 1998, accounts receivable increased $1.2
million, $1.7 million and $5.7 million, respectively. Additionally, during
fiscal 1997 and 1998, inventories increased $1.5 million and $2.0 million,
respectively. The increase in accounts receivable and inventories was primarily
a result of the Company's growth through acquisitions.
    
 
   
     Capital expenditures for property and equipment totaled approximately $1.4
million, $2.1 million and $1.9 million for the years ended April 30, 1996, 1997
and 1998, respectively. Significant capital expenditures in each period were
made primarily to purchase equipment to update the Company's rental radio fleet.
Since August 1996, the Company has acquired the operations of 14 independent
dealers of wireless communication products, and a majority of the assets of
Motorola's Radio Products Group rentals business and Condor for aggregate
consideration of $18.7 million in cash, notes payable in the amount of $300,000
and amounts to be paid pursuant to certain earn-out arrangements. As part of the
Condor Acquisition, the Company entered into an earn-out arrangement pursuant to
which the Company is obligated to pay Condor Communications, for each of the
twelve-month periods ending March 31, 1999 and 2000, an amount equal to fifty
percent of the first $3.0 million of EBITDA attributable to Condor Business Unit
Operations (as defined in the agreement governing the Condor Acquisition),
provided that EBITDA for such twelve-month period shall be $2.0 million or
greater, and twenty-five percent of EBITDA in excess of $3.0 million, without
limitation. The Company cannot estimate the amount that might be paid pursuant
to this earn-out arrangement. Payments pursuant to this arrangement are payable
within 45 days following the end of each such twelve-month period.
    
 
   
     In addition to cash flows from operations, the Company's principal source
of liquidity is borrowings under the Senior Bank Facility. The Senior Bank
Facility is comprised of (i) a $25.0 million revolving line of credit maturing
November 5, 1999 that may be used for working capital, general corporate
purposes and strategic acquisitions and (ii) a $5.0 million term loan requiring
monthly payments of $104,167 plus accrued interest through November 5, 2001. At
the Company's option (subject to certain terms and conditions), borrowings under
the Senior Bank Facility bear interest at either an adjusted LIBOR rate plus a
margin (1.25% in the case of the revolving line of credit and 1.35% in the case
of the term loan) or at the lender's prime commercial rate. Borrowings under the
Senior Bank Facility are secured by substantially all of the assets of the
Company. Additionally, the Company is entitled to prepay amounts from time to
time, in whole or part, without notice or penalty.
    
 
   
     The maximum amount of borrowings under the revolving line of credit is the
lesser of $25 million or a multiple of "free cash flow" of the Company, as
defined under the Senior Bank Facility. As of May 31, 1998, the Company had
approximately $23.0 million of borrowings outstanding under the revolving line
of credit and approximately $2.0 million available for further advances
thereunder. The Senior Bank Facility requires, among other things, that the
Company maintain working capital of $12.0 million and not less than $1,000 of
quarterly net income.
    
 
   
     As of April 30, 1998, the Company had working capital of approximately
$19.9 million and a current ratio of 2.4:1, compared to working capital of
approximately $13.2 million and a current ratio of 3.3:1 as of April 30, 1997.
The Company's trade accounts receivable balances at April 30, 1997 and 1998 were
$8.8 million and
    
 
                                       24
<PAGE>   26
 
   
$18.2 million, respectively. The increase in accounts receivable is primarily
related to the Company's increase in revenues resulting from acquisitions and
internal growth. The average days sales outstanding for accounts receivable was
approximately 42 days at April 30, 1997 and approximately 47 days at April 30,
1998. The increase in average days sales outstanding was primarily attributable
to a significant increase in repair revenue during the last half of fiscal 1998
compared to the same period in fiscal 1997. Revenues associated with repair work
historically have had a longer collection cycle than equipment or rental
revenues.
    
 
   
     The Company is offered discounts from several of its principal suppliers
for certain inventory purchases, with discounts ranging from 2% to 4% if the
Company pays within fifteen days. The Company historically has taken advantage
of these discounts. For the years ended April 30, 1996, 1997 and 1998, discounts
totaling $0.9 million, $1.7 million and $1.4 million, respectively, were taken
by the Company. Additionally, the Company's principal supplier offers a
cooperative advertising program pursuant to which the Company is permitted to
claim reimbursements for certain expenses of up to 3% of certain inventory
purchased. Reimbursements are contingent upon the Company supporting specific
advertising expenses incurred in accordance with policies and procedures
established by the supplier. For the years ended April 30, 1996, 1997 and 1998,
the Company offset operating expenses by $447,000, $608,000 and $684,000,
respectively, relating to this reimbursement program. Although there can be no
assurance that such programs will be continued, they have been common in the
Company's industry for many years and have routinely been offered by several of
its principal suppliers. If, however, these programs were changed or terminated,
the Company's liquidity requirements could increase materially and results of
operations could be adversely affected.
    
 
     The Company believes its cash flow from operations, the net proceeds of the
offering made hereby and utilization of available amounts under the Senior Bank
Facility will be adequate to provide for its working capital needs, future
expansion, including opening new sales offices or acquiring additional wireless
communication businesses, and planned capital expenditures in the next fiscal
year.
 
YEAR 2000 COMPLIANT INFORMATION SYSTEMS
 
   
     The Company uses software and related technologies throughout its business
that will be affected by the Year 2000 problem, which is common to most
businesses, and concerns the inability of information systems, primarily
computer software programs, to properly recognize and process date sensitive
information as the year 2000 approaches. The Company is in the process of
modifying the software in its management information system so that all of such
software will be Year 2000 compliant. The Company believes that it will be able
to modify all such software in time to minimize any detrimental effects on
operations and expects to complete all such modifications by June 1999. There
can be no assurance that the Company will timely complete such modifications.
While it is not possible, at this time, to give an accurate estimate of the cost
of this work, the Company expects that such costs will not be material to the
Company's results of operations. If the Company's significant suppliers fail to
be Year 2000 compliant, the Company could experience a significant disruption in
the availability of products. Failure of the Company, its vendors or its
customers to have in place Year 2000 compliant systems could have a material
adverse effect on the Company.
    
 
AUTHORITATIVE PRONOUNCEMENTS
 
     The Financial Accounting Standards Board has issued Statements of Financial
Accounting Standards No. 130 "Reporting Comprehensive Income" and No. 131
"Disclosures about Segments of an Enterprise and Related Information," which are
required to be adopted in fiscal 1999. Statement 130 will require the Company to
report comprehensive income and its components with the same prominence as other
financial statements. Statement 131 is not expected to significantly change the
Company's current disclosures.
 
                                       25
<PAGE>   27
 
                                    BUSINESS
 
GENERAL
 
   
     The Company believes that it is the largest independent distributor of
two-way radios in the world with leading positions in the field sales, catalog
sales, export sales and rental segments of the market. The Company sells,
services and rents a broad line of two-way radios manufactured by industry
leaders including Motorola, Maxon, Icom and Tekk, which are used to communicate
within a limited geographic area without incurring airtime or subscriber
charges. In the United States, the Company's diverse customer base consists
primarily of businesses and organizations across a wide variety of industries,
whereas internationally the Company's customers generally are dealers which, in
turn, sell to similar end users. In addition to its two-way radio product line,
the Company sells complementary wireless communication and related products and
services, including Orbacom console systems, Motorola messaging systems, Nextel
handsets and services and PageMart pagers and services.
    
 
   
     Through BearCom, the Company markets its products and services through 32
field offices in the United States and two in Australia and through its catalog
operations throughout the United States. In addition, through Condor, the
Company exports its products and services through its distribution offices in
Miami, Florida, Caracas, Venezuela and Prague, Czech Republic. The Company
believes that it is the only significant distributor of two-way radios
leveraging the strengths of these multiple channels of distribution. Through its
field offices, BearCom provides technical assistance for customers requiring
on-site evaluation of their communications needs. For customers not requiring
this consultative approach (usually when system needs are relatively
uncomplicated or purchases are add-on or replacement units to an existing
system), the catalog marketing channel provides an efficient and convenient
method of purchasing products. During fiscal 1998, BearCom mailed more than 5.7
million catalogs and marketing pieces and processed in excess of 182,000
customer orders. Most orders are processed and shipped on the same day they are
received. The Company uses sophisticated information systems and proprietary
software to monitor and refine its customer database, catalog mailings and
inventory levels. In addition, the Company has a fleet of over 15,000 two-way
radios for rent, which are used in connection with sporting events, conventions,
disaster recovery projects, motion picture productions and other events. The
Company believes that it is the largest renter of two-way radios in the United
States.
    
 
   
     From fiscal 1993 through fiscal 1997, the Company's revenues grew,
primarily as a result of internal growth and the opening of nine new sales
offices, from $37.9 million to $69.6 million, representing a compound annual
growth rate of approximately 16%. Since August 1996, the Company has accelerated
its growth through the acquisition of the operations of 14 independent dealers,
a majority of the assets of Motorola's Radio Products Group rentals business and
substantially all of the assets of Condor. As a result, revenues for fiscal 1998
were $96.5 million, a 39% increase from revenues generated during the equivalent
period of the prior fiscal year. On a pro forma basis, giving effect to the
Condor Acquisition and the Other Acquisitions, the Company's revenues were
$149.1 million for fiscal 1998. Through its acquisitions, the Company has
expanded its operations into markets in which it previously had no presence,
increased its presence in certain other markets and significantly increased the
Company's customer base. The Company intends to make additional acquisitions to
establish a presence in new geographic areas and to enhance its presence in
existing markets. In pursuing such acquisitions, the Company typically seeks to
gain access to the acquired dealer's skills, experience and customer
relationships, while consolidating its fulfillment operations into existing
facilities.
    
 
     The Company's objective is to expand its position as the largest
independent distributor of two-way radios and related products in the world and
be the leading independent distributor in each market in which it serves. The
Company's strategy is to further develop its network of field offices by opening
and acquiring local operations, expand and enhance its catalog and export
operations, leverage its complementary distribution channels by expanding its
product and service offerings, and support such operations with rapid order
fulfillment and superior customer service and technical support. The Company
seeks to capitalize on its experience and reputation derived from more than 15
years of selling and marketing two-way radio products in executing its strategy
and addressing its market opportunity.
 
                                       26
<PAGE>   28
 
INDUSTRY OVERVIEW
 
     The Company's principal focus is selling, servicing and renting site-based
wireless communication products. While the Company is not aware of any
definitive industry data, the Company believes that the market for the sale,
rental and service of two-way radios and related products is in excess of $5
billion per year in the United States and an additional $5 billion per year
outside the United States. Site-based wireless communication products allow
teams of workers to have immediate voice communication over distances generally
ranging from a few hundred feet to up to three to five miles. The Company
believes that such communication can substantially enhance business
productivity. Unlike most other forms of wireless communication products,
site-based two-way radios require no air-time or subscriber charges and are
utilized almost exclusively in business applications. Individual radios
generally range in price from $200 to $1,000 based upon the size and features of
the unit. Depending on the application, users typically require from as a few as
two radios to as many as several hundred. Applications for site-based two way
radios span many industries. Common examples include:
 
     The plant manager of a manufacturing facility coordinates the activities of
     15 maintenance and repair employees across several buildings in a 150,000
     square foot industrial complex.
 
     The three-person staff of a law firm's MIS department communicates with one
     another across multiple floors of an office building to respond rapidly to
     service requests.
 
     The coordinators of a major sporting event require five independent systems
     (security, parking, parade, concession and press personnel) each requiring
     more than 100 radios communicating across a three-mile radius. The
     coordinators rent the equipment for the two-day event.
 
     The golf course superintendent of a top-of-the-line golf course and country
     club coordinates the activities of each of his greenskeepers. In addition,
     the pro shop coordinates its course marshals, each of whom carry a two-way
     radio.
 
     An airline's station chief manages ground operations personnel as well as
     customer service representatives throughout its terminal with two-way
     radios.
 
     The manager of a petrochemical complex manages engineering, maintenance and
     security personnel throughout the 100-acre facility.
 
     Growth in this segment of the wireless communications market has been
driven by several factors. The Company believes that the rapid emergence of
wireless communications technologies, including cellular and paging, has
increased the market acceptance and awareness of the benefits of two-way radios.
This, in turn, has resulted in the development of many new applications for
these products. In addition, as manufacturers of two-way radios have introduced
lower-priced two-way radio units with additional features and have significantly
expanded the marketing and distribution of these products, they have expanded
their appeal to a larger base of potential users who desire to communicate
within a limited geographic area without incurring airtime or subscriber
charges. Finally, as the result of abuse in their day-to-day usage, two-way
radios have a significant replacement demand. As the number of site-based radios
has increased, replacement demand has increased accordingly.
 
     The manufacturing of two-way radios is dominated by a small number of
companies including Motorola, Kenwood, Icom, Yaesu, Maxon, EF Johnson and
Standard each of which has developed a network of authorized dealers to augment
their internal direct sales forces. Over the past ten years, manufacturers have
strategically reduced the size of their direct sales forces, increasingly
relying on independent authorized dealers. The Company believes that an
increasing percentage of two-way radio products will continue to be sold through
independent dealers as manufacturers continue to outsource distribution and
other non-core functions. The Company believes that its worldwide distribution
capability enhances its relationships with suppliers which seek to support
fewer, but larger, dealer organizations and allows it to more effectively
compete for certain customers that have multiple locations around the country.
 
                                       27
<PAGE>   29
 
     The Company believes that Motorola has manufactured a majority of the
two-way radios currently in use in the world. For many years Motorola sold
virtually all its two-way products through a direct sales force and a small
number of full-line dealers. In calendar 1987, Motorola introduced its Radius
line of products to expand its share of the growing market for lower priced
two-way radio products. To market, sell and service these products, Motorola
developed an indirect distribution channel made up of hundreds of local dealers
across the United States, as well as export dealers that serve the rest of the
world. As the quality and size of the indirect distribution channel expanded,
Motorola substantially reduced the size of its direct sales force. Motorola
continues to have a sizable direct sales force which generally focuses on large
scale projects requiring a high level of engineering and significant investment
in equipment and infrastructure. Management estimates that approximately half of
Motorola's sales of site-based radios and equipment are made through its direct
sales force with the remainder being sold through dealers. The Company is the
largest independent distributor of Motorola two-way radios and believes that
Motorola's utilization of dealers will increase. In addition, the Company
believes that the growth in the number of Motorola's full-line dealers has
slowed significantly in recent years as Motorola has begun to limit the
availability of new dealer agreements in markets with an established group of
dealers.
 
     While manufacturing is highly concentrated, the distribution of two-way
radio products is highly fragmented. Dealers sell two-way radios to business
users principally through field offices and to a lesser extent through catalog
marketing. In any given metropolitan area there are generally several authorized
dealers serving local customers. A typical dealer has one or a few locations
covering a local or regional area and has revenues of under $5 million. In
addition, a small number of mail order companies market two-way radio products.
Like local dealers, these companies tend to be relatively small, with revenues
of less than $5 million. The Company's strategy is to capitalize on the
combination of its leadership position in both the field office and catalog
marketing channels and the highly fragmented nature of the two-way radio
distribution business by acquiring local dealerships and otherwise increasing
its market share in the two-way radio market. To the Company's knowledge, no
other distributor of two-way radios has a significant presence in each of the
Company's distribution channels.
 
     Other segments of the wireless communications industry include specialized
mobile radio, enhanced specialized mobile radio, satellite-based wireless
communications, paging, cellular telephone, PCS and wireless data products. The
Company believes that these segments of the wireless communication industry will
experience significant growth in the future. While the principal focus of the
Company historically has been on the sale and rental of two-way radios, the
Company's strategy is to increase its market share in these segments as and if
its channels of distribution allow it to efficiently distribute these products
to customers. In addition, the Company intends to capitalize on its position as
a leading distributor of products manufactured by Nextel Communications, Inc.
("Nextel"). See "-- Products and Services."
 
BUSINESS STRENGTHS
 
     The Company believes that the following factors have been of principal
importance in the success that it has achieved to date:
 
  MARKET LEADERSHIP IN MULTIPLE DISTRIBUTION CHANNELS
 
          Wireless International is the largest independent distributor of
     two-way radios in the world, with leading positions in each of the field
     office, catalog marketing and export channels. The Company believes that it
     is the only significant distributor of two-way radios leveraging the
     strengths of these multiple channels of distribution. The Company believes
     that the combined strength of these channels provides it with broader
     access to its market than most of its competitors.
 
   
          Field Offices. The Company believes that field offices are essential
     to developing and maintaining customer relationships in local markets. The
     Company currently operates 32 field offices in the United States and two in
     Australia. These field offices employ approximately 170 sales and rental
     representatives who establish local customer relationships by providing
     on-site evaluation and technical assistance in selecting appropriate
     equipment for specific applications. Field sales representatives target
     local opportu-
    
 
                                       28
<PAGE>   30
 
     nities to both sell or rent the Company's products. The Company provides
     most administrative, order fulfillment and repair functions on a
     centralized basis to enhance the productivity of its field sales
     representatives by providing them with more time to focus on revenue
     generating activities.
 
   
          Catalog Operations. The Company markets directly to its existing and
     prospective domestic customers through frequent targeted mailings of
     product catalogs, brochures and other direct marketing pieces. In its 1998
     fiscal year, the Company mailed over 5.7 million direct marketing pieces.
     BearCom uses proprietary information systems to analyze the results of each
     mailing and to refine and segment its customer database and mailing lists.
     In addition, the Company has developed internal catalog production and
     mailing capabilities that facilitate flexible production runs and rapid
     cycle times. These capabilities enable the Company to target future
     mailings in a manner designed to enhance profitability and customer
     response.
    
 
          Export Operations. The Company markets internationally through Condor
     from its Miami, Florida office, as well as offices in Caracas, Venezuela
     and Prague, Czech Republic. Condor's customer base consists of dealers in
     over 75 countries, concentrated in Latin America, Eastern Europe, Africa
     and the Middle East. Since its founding in 1980, Condor has become the
     largest exporter of two-way radios from the United States.
 
  RENTAL MARKET EXPERTISE
 
          In the United States, the Company also rents two-way radios for use at
     sporting events, fairs, parades, conventions and other events, as well as
     in disaster recovery projects, motion picture productions and other
     projects. With a fleet of over 15,000 two-way radios for rent, BearCom
     believes it is the largest renter of two-way radios in the United States.
     In June 1997, the Company acquired a majority of the assets of Motorola's
     Radio Products Group rentals business, including certain inventory, its
     customer list and its toll-free telephone number. The Company generally
     achieves higher profit margins from rental units than from sales of
     comparable two-way radios. In addition, the Company believes that the
     rental market stimulates follow-on purchases of equipment as rental
     customers discover the value to their business of the various uses of these
     products. See "-- Customers."
 
  BREADTH OF PRODUCTS AND CUSTOMER SERVICES
 
   
          The Company attempts to satisfy its customers' two-way radio needs by
     offering products with a wide range of features from multiple manufacturers
     and a full range of technical support and repair capabilities. In its 1998
     fiscal year, the Company sold over 100 different models of two-way radios
     that were manufactured by more than ten different companies. These products
     span a wide array of functionality and price points. Unlike many of its
     smaller competitors, the Company maintains a substantial inventory of
     products to allow prompt order fulfillment in most cases. Prior to shipment
     to end users, the Company typically programs and adjusts frequencies in
     order to provide compatibility among the components of the customer's
     two-way system. The Company's service technicians test units prior to
     shipment and thus are able to discover and reduce product malfunctions
     before shipment. Nevertheless, most orders are processed and shipped on the
     same day they are received. The Company's service technicians also provide
     repair services for virtually all of the products the Company sells and in
     most cases perform repairs in less than 48 hours of receipt of the
     equipment. The Company's rapid order fulfillment and repair service
     capability differentiates it from many of its competitors. See "-- Products
     and Services."
    
 
  ECONOMIES OF SCALE, OPERATIONAL EFFICIENCIES
 
          As the largest independent distributor of two-way radio products, the
     Company believes that it enjoys numerous advantages over its smaller
     competitors. The Company performs most of its administrative and
     distribution activities for its domestic activities at its headquarters
     facility in Dallas and, for its export activities, in Miami. These
     activities include purchasing, credit and collections, catalog production,
     order entry and fulfillment, and management information systems development
     and operations. The
 
                                       29
<PAGE>   31
 
     Company spreads these costs over a greater volume of business than its
     smaller local and regional competitors and believes that in many cases it
     provides its customers with more consistent and higher levels of service.
     Finally, the Company believes that its global distribution capability
     enhances its relationships with suppliers which seek to support fewer, but
     larger, dealer organizations and allows it to more effectively compete for
     certain customers that have multiple locations.
 
GROWTH STRATEGY
 
     The Company's objective is to increase its market share in both the field
sales, catalog marketing and exporting of two-way radios and related products
and be the leading independent distributor in each market it serves. The
Company's strategy is to further develop its global network of field offices by
opening and acquiring field offices in new markets, expand and enhance its
catalog operations, leverage these complementary distribution channels by
broadening its product and service offerings, and support its operations by
providing consistent administrative, distribution, customer service and
technical support functions on a centralized basis. The key elements of its
strategy are as follows:
 
  ACQUIRE AND OPEN OFFICES IN NEW MARKETS
 
   
          The Company seeks to continue to develop a global network of field
     offices to provide the local service that is essential to developing and
     maintaining customer relationships. Currently, the Company has 32 field
     offices in the United States, 27 of which are located in the 50 largest
     metropolitan statistical areas in the United States. The Company intends to
     pursue opportunities to add field offices in top 100 metropolitan
     statistical areas in the United States. In addition, the Company currently
     has two field offices in Australia and distribution offices in Miami,
     Florida, Caracas, Venezuela and Prague, Czech Republic, and may selectively
     pursue expansion into other international markets. The Company plans to
     enter new markets primarily by acquiring existing operations of local and
     regional dealers, but also by opening new field offices. From fiscal 1993
     to fiscal 1997, the Company grew primarily as a result of internal growth
     and the opening of nine new sales offices. Since August 1996, the Company
     has accelerated its growth through the acquisition of the operations of 14
     independent dealers, a majority of the assets of Motorola's Radio Products
     Group rentals business and substantially all of the assets of Condor. The
     Company believes that industry fundamentals and outsourcing trends by
     manufacturers will lead to a consolidation of independent dealers, and that
     its position as the largest independent dealer will allow it to continue to
     acquire local authorized dealers and expand its national presence. In
     pursuing acquisitions, the Company typically seeks to gain immediate access
     to the acquired dealer's customer base, while consolidating its order
     fulfillment operations into existing facilities.
    
 
  EXPAND AND ENHANCE CATALOG OPERATIONS
 
   
          Management believes that its catalog operations represent an efficient
     and complementary distribution channel to its growing network of field
     offices. During fiscal 1998, BearCom mailed over 5.7 million catalogs and
     marketing pieces and processed over 300,000 inbound calls. BearCom uses
     proprietary software to analyze the results of each mailing and enhance
     customer response. In addition, BearCom has developed internal catalog
     production and mailing capabilities that facilitate flexible production
     runs and rapid cycle times. BearCom has made significant investments to
     establish its leading position in the catalog marketing of two-way radios
     and believes that its existing catalog operations can support higher sales
     volumes without incurring significantly higher fixed costs.
    
 
  EXPAND PRODUCT AND SERVICE OFFERINGS
 
          The Company strives to expand its product offering to include
     complementary products and services that meet the needs of its customers.
     In addition to its broad offering of two-way radios, the Company currently
     sells closed circuit television systems ("CCTV"), aviation transceivers,
     Orbacom console systems, and products and services based on other wireless
     technologies, such as Nextel handsets and services, PageMart pagers and
     services, and Motorola messaging systems. The Company began selling Nextel
     equipment and service in fiscal 1998 and believes it has become a leading
     independent activator of
                                       30
<PAGE>   32
 
     this service. In January 1998, the Company entered into a three year
     agreement with Iridium U.S., L.P. ("Iridium") to nationally market its
     satellite-based communications products and services in selected sales
     channels beginning in fiscal 1999. The Company intends to continue to
     broaden its product offering and may also explore acquiring companies with
     complementary product lines that the Company believes could be efficiently
     distributed to its customers.
 
  EXPAND RENTAL AND REPAIR ACTIVITIES
 
   
          The Company believes that its ability to offer responsive two-way
     radio rental and repair services enhances its customer relationships. The
     Company currently maintains a rental fleet of over 15,000 two-way radios
     and staffs each office with employees dedicated to local rental
     opportunities. In addition, the Company repairs two-way radios from all of
     its significant suppliers. Most repair services are performed in the
     Company's Dallas and Houston facilities and are typically completed within
     48 hours of receipt. Revenues from rental and repair activities have
     increased as a percentage of total revenues from approximately 13.0% in
     fiscal 1995 to approximately 18.2% in fiscal 1998. The Company generally
     achieves higher profit margins from these activities than from the sale of
     its products. To date, most rentals have been to customers in the United
     States. The Company intends to expand its rental and repair activities in
     international markets.
    
 
  INCREASE PENETRATION IN EXISTING MARKETS
 
          The Company believes that there are significant opportunities to
     further penetrate existing markets. By centralizing administrative,
     fulfillment and other support functions and by encouraging customers to
     order replacement parts and other routine items directly through the
     Company's toll-free number, management seeks to enhance the productivity of
     its field sales force by providing them with time to focus on more
     significant revenue-generating activities. In addition, the Company uses
     its catalog database to identify quality sales leads that could benefit
     from higher-end or more sophisticated systems. Finally, as certain of its
     existing markets mature, the Company intends to add sales representatives
     and/or acquire other dealers in existing markets to gain new customers and
     better service existing accounts.
 
PRODUCTS AND SERVICES
 
   
     The Company believes that its ability to offer a broad line of products and
services is instrumental to its success. The Company seeks to offer products
with a wide range of features and price points from multiple manufacturers,
along with a full range of technical support and repair services. In its 1998
fiscal year, the Company sold over 100 different models of two-way radios that
were manufactured by more than ten different companies. The Company also sells
other wireless communication products, including two-way radio accessories,
pagers and accessories, cellular phone accessories and aviation transceivers, as
well as related products like CCTV and Orbacom console systems. In fiscal 1998,
equipment sales accounted for 79% of the Company's revenues.
    
 
   
     On September 1, 1997, the Company began marketing wireless equipment and
services of Nextel on a national basis, and believes that it has become one of
the largest independent activators of such services. Under its marketing
agreement, the Company sells Nextel handsets at the Company's cost and receives
an activation fee for each handset sold, as well as a percentage of the monthly
service charge per handset for a defined period. The terms and fees of the
agreement can be altered without the consent of the Company.
    
 
     On January 26, 1998, the Company entered into an agreement with Iridium to
become a dealer of Iridium handsets and service within the land mobile radio
market in the United States. Iridium has publicly announced September 1998 as
its anticipated date for commencing service. However, there can be no assurance
as to the eventual timing and impact of this agreement on the Company's
operating results.
 
                                       31
<PAGE>   33
 
     Set forth below is a description of and certain information related to the
more significant products and services distributed by the Company.
 
<TABLE>
<CAPTION>
                  SELECTED
   PRODUCT      MANUFACTURERS                            DESCRIPTION
<S>             <C>              <C>
PORTABLE RADIO  Motorola         Small, light-weight, battery-operated radio that allows
                Maxon            users to communicate between selected groups and individuals
                Icom             over ranges of up to five miles; coverage can be expanded to
                Tekk             much broader areas when used with additional transmitting
                                 equipment.
MOBILE RADIO    Motorola         Vehicle-mounted radio under dash or in vehicle's trunk;
                Maxon            utilized primarily by users who spend time primarily in
                Icom             vehicles or who have greater power requirements; frequently
                                 used by transportation fleets, police and fire authorities
                                 and waste-disposal companies.
BASE STATION    Motorola         Radio installed in a fixed location within an office;
                Maxon            external antenna provides greater transmission coverage,
                Icom             designed to communicate to portable and mobile radios;
                                 handsfree headsets, microphones and noise reduction
                                 equipment are interfaced with base stations to accommodate
                                 office environments.
CONSOLES        Orbacom          Console enclosed in customized furniture to create a fully
                Motorola         integrated communications center; electronics permit users
                Zetron           to communicate with telephones, radios, CCTV and cellular
                                 equipment, both separately and simultaneously; installed
                                 into operation centers that have substantial quantities of
                                 radio, telephone and other forms of communication equipment
                                 to allow increased efficiencies in multi-task operations.
SPECIALIZED     Nextel           Handheld radio that fully integrates wide-area two-way radio
MOBILE RADIO                     communications, cellular phone and paging; monthly charges
                                 for cellular and radio uses are additional.
</TABLE>
 
   
     BearCom rents two-way radios and other wireless communication products,
primarily through its field offices. In fiscal 1998, rentals accounted for
approximately 11.7% of the Company's revenues. The Company maintains a fleet of
over 15,000 rental units, which are used in connection with sporting events,
conventions, disaster recovery projects, motion picture productions and other
events where wireless communication equipment is needed for a period of time
that would not justify the cost of purchasing such products. The rental market
for wireless communication products is seasonal, with rental demand being
greatest during the summer months, or at other peak times of the year in warm
weather climates. The Company believes that the rental market stimulates sales
of these products as rental customers discover the value to their businesses of
the various uses of these products.
    
 
   
     The Company repairs two-way radios of leading manufacturers. In fiscal
1998, repair revenue accounted for approximately 6.5% of the Company's revenues.
In October 1997, the Company acquired a dealer in Houston, Texas which is an
authorized service provider of Motorola two-way radios, including warranty and
non-warranty repair services. In the case of units under a manufacturer's
warranty, the Company collects predetermined repair fees directly from the
manufacturer. For non-warranty repairs, the Company bills the customer for
repair charges. Such repair charges are billed on a time and materials basis or,
in certain instances, on a flat rate schedule agreed to in advance. The Company
typically completes and ships repaired units within 48 hours of their receipt.
The Company's primary service and repair operations are located at its
facilities in Dallas and Houston, with limited repairs being performed at 15 of
the Company's field offices. The Company's technicians repair products sold both
by the Company and by others. The Company believes that its ability to repair
products is important to its customers.
    
 
PURCHASING
 
     The Company purchases its products directly from manufacturers of wireless
communication products. Brand names sold by the Company include, among others,
Motorola, Maxon, Icom, Tekk and Orbacom.
 
                                       32
<PAGE>   34
 
   
Equipment revenues generated by the sale of products purchased from the
Company's two largest vendors, Motorola and Maxon, constituted approximately 73%
and 12%, respectively, of the Company's revenues during fiscal 1997, and 66% and
7%, respectively, of the Company's equipment revenues during fiscal 1998. As is
customary in the industry, the Company does not have long-term contracts with
any of its vendors, including Motorola and Maxon. Although the Company and its
suppliers enter into written vendor agreements to effect purchases, such
agreements generally can be canceled by either party at will. The Company's
licenses pursuant to these agreements, including those from Motorola, are not
exclusive. The Company is licensed to sell Motorola products in each market
where it maintains a sales office. Termination of the Company's relationship
with Motorola or any other significant manufacturers would have a material
adverse effect on the Company. The Company is not required to be licensed to
rent Motorola products in any market. See "Risk Factors -- Dependence on
Vendors."
    
 
CUSTOMERS
 
   
     BearCom's customers range from small businesses to large organizations and
governmental agencies, while Condor's customers generally are dealers, which in
turn sell to similar end users. Since the beginning of fiscal 1997, BearCom sold
products to over 90% of the Fortune 100 companies and Condor sold products to
dealers in approximately 75 countries. In fiscal 1998, over 80% of the Company's
revenues were from repeat customers. No customer of the Company accounted for
more than 2% of the Company's revenues in fiscal 1998. Set forth below are
selected customers that have purchased or rented products from the Company since
the beginning of fiscal 1997.
    
 
   
<TABLE>
<S>                             <C>                             <C>
MANUFACTURING                   RETAILERS                       SCHOOLS AND UNIVERSITIES
                                                                University of California,
Nike Inc.                       The Gap                         Irvine
Unocal Corp.                    J. C. Penney                    Chicago Public Schools
Microsoft                       Nordstrom                       University of Washington
Abbot Laboratories              Target Stores                   San Diego Unified School
                                                                District
 
HOTELS                          SPORTING EVENTS*                FOOD & BEVERAGES
Sheraton                        1998 Super Bowl                 Kraft Foods
Marriott                        ESPN X Games                    Coca-Cola
Motel 6                         1996 Olympic Games              Kellogg USA
Doubletree                      Los Angeles Marathon            Tyson Foods
 
HEALTHCARE                      SHOPPING CENTERS/MALLS          GOVERNMENT
Medical City Dallas             Mall of America                 United States Navy
Kaiser Permanente               South Coast Plaza               U.S. Department of Parks and
Sharp Healthcare                Dallas Market Center            Recreation
St. Vincent Medical             General Growth Properties       City of Chicago, IL
                                                                County of Orange, CA
 
ENTERTAINMENT                   CONSTRUCTION                    AIRLINES/AVIATION
Walt Disney Studios             Kiewit Pacific                  Northwest Airlines
NBC                             Turner Construction             Southwest Airlines
SONY                            Bechtel Corp.                   United Airlines
Disneyland                      Fluor-Daniel                    American Airlines
 
CONVENTIONS*                    TRANSPORTATION
Consumer Electronics Show       Federal Express
National Manufacturing Week     Viking Freight
Billy Graham Crusades           United Parcel Service
Softbank Comdex 1997            Maintenance Dynamics
</TABLE>
    
 
------------------------------
 
* Includes various organizations affiliated with the indicated sporting event or
  convention.
 
                                       33
<PAGE>   35
 
SALES AND MARKETING
 
   
     Overview. BearCom Group markets its products and services through both its
field offices, catalog operations and export operations. For fiscal 1998, field
offices, catalog operations and export operations generated approximately 63%,
28% and 5%, respectively, of the Company's overall revenues. The remaining 4%
was attributable to the Company's repair and rental distribution operations in
Dallas. On a pro forma basis, giving effect to the Condor Acquisition and the
Other Acquisitions, field offices, catalog operations and export operations
represented approximately 44%, 18% and 35%, respectively, of revenues during
fiscal 1998. The Company believes that the combined strength of these channels
provides it with broader access to its market than most of its competitors. The
Company also rents two-way radios and other wireless communication products.
Through its approximately 170 person field sales and rental force, the Company
services customers requiring on-site evaluation of their needs and provides the
technical assistance to help them select the appropriate equipment for their
specific applications. For customers not requiring this consultative approach
(usually when system needs are relatively uncomplicated or purchases are add-on
or replacement units to an existing system), the catalog marketing channel
provides customers an efficient and cost-effective method of purchasing
products.
    
 
     The Company attempts to use the combination of its distribution channels to
attract new customers and stimulate additional purchases by previous customers.
The Company seeks to attract new customers by expanding the reach of its sales
representatives, selectively mailing catalogs to prospective customers,
advertising in the Yellow Pages and trade publications, and exhibiting at
industry trade shows. The Company seeks to stimulate purchases by previous
customers by both personal contact and direct mail. The Company provides product
and sales training to its field sales, rentals, catalog marketing and export
sales forces in an effort to employ a knowledgeable workforce.
 
   
     Field Offices. The Company currently maintains 32 field offices in the
United States and two in Australia, primarily in major metropolitan areas.
Typically, the Company's field office staff is comprised of a branch manager,
three to seven sales representatives and a rental coordinator. Sales
representatives are compensated by salary as well as commission and incentive
bonuses based on predetermined sales quotas. BearCom emphasizes
"need-satisfaction selling," training its sales representatives to identify the
specific communications needs of the customer and to sell products that will
satisfy those needs. The Company encourages its field sales customers to utilize
the Company's toll-free number to purchase replacement parts and other routine
items so that sales representatives may devote their efforts to selling products
to new customers and more sophisticated products to existing customers. The
Company monitors and adjusts its field sales compensation plan periodically to
insure its competitiveness and continuously seeks to improve its support
functions so that field sales representatives can maximize the results of their
marketing efforts.
    
 
     BearCom also maintains a dedicated rental representative at each field
office. The Company has a fleet of over 15,000 rental units throughout the
United States to satisfy its customers' short-term two-way radio needs. The
Company maintains a constant inventory of rental units at each of its sales
offices to meet its customers' immediate rental needs. The remainder of the
Company's rental fleet is maintained at the Company's Dallas headquarters
facilities. Because the Company has sales offices throughout the United States,
the Company is able to efficiently transfer rental units among its sales offices
in order to meet anticipated rental demand. Prior to a rental order being
filled, the Company programs and tests each unit and ensures that it is equipped
with a fresh battery. For large rental orders, the Company provides on-site
technical personnel. The Company maintains a 24-hour emergency telephone number
for use by all rental customers to remedy operational problems if they occur.
All rental units are checked and serviced upon return to the Company prior to
being returned to the rental inventory.
 
   
     Catalog Marketing. BearCom also markets its products through the direct
mailing of catalogs, brochures and other direct marketing pieces. The Company
mailed over 5.7 million catalogs and brochures during fiscal 1998 and received
over 300,000 inbound calls, resulting in sales to customers in all 50 states.
BearCom augments its own proprietary mailing lists by selectively renting and
purchasing third-party mailing lists from time to time. BearCom uses proprietary
information systems to refine and segment its customer database and mailing
lists. These procedures enable the Company to target future mailings in a manner
designed to enhance profitability and customer response.
    
 
                                       34
<PAGE>   36
 
     BearCom produces its own catalogs and marketing brochures through its art
department, using desktop publishing systems. These catalogs and brochures are
printed by a small number of national printers and shipped to the Company's
Dallas facility. BearCom has its own mail production department. The mail
production process is managed by BearCom's IBM AS-400 computer so that the mail
is processed to take advantage of the lowest postal rates available. See
"-- Management Information System." By having its own mail facility, BearCom has
the capability to process runs as small as a few thousand pieces or as large as
several million pieces with rapid cycle times and still maintain a
cost-effective direct marketing program.
 
     The Company employs catalog sales representatives who staff the Company's
toll-free telephone line, process orders and answer technical questions from
7:30 a.m. to 6:30 p.m. Central Time. The catalog operations rely almost
exclusively on inbound sales. While processing orders, sales representatives
have access, through BearCom's management information system, to technical
information, alternate and complementary product selections, product
availability and pricing information and customer purchasing and credit
histories. The sales representatives are experienced in the sale of wireless
communication products, are knowledgeable of the Company's products and strive
to assist customers in fulfilling their wireless communication needs.
 
     Export Operations. The Company markets internationally through Condor from
its Miami, Florida office, as well as offices in Caracas, Venezuela and Prague,
Czech Republic. Condor's customer base consists of dealers in over 75 countries,
concentrated in Latin America, Eastern Europe, Africa and the Middle East. Since
its founding in 1980, Condor has become the largest exporter of two-way radios
from the United States.
 
OPERATIONS
 
   
     Order Fulfillment. The Company keeps a sufficient inventory of products
available in its Dallas headquarters and Miami facilities so that it typically
can ship orders directly to customers on the same day the order is received.
Once a purchase order is accepted by the Company and the products are retrieved
from inventory, the products normally require some technical service before
being delivered to the customer. For example, radio frequencies may need to be
coordinated or ancillary equipment may need to be added to a system. All
products are tested prior to shipment. After testing, BearCom's delivery
department packs the products and ships them to the customer via United Parcel
Service, Federal Express or other common carriers from BearCom's distribution
facility in Dallas. During fiscal 1998, the Company shipped an average of over
15,000 transactions per month. With respect to sales by Condor, products
generally are drop-shipped by the manufacturer directly to customers in Eastern
Europe, while customers in Latin American generally take title to products at
Condor's Miami facility.
    
 
     Inventory Management. The Company believes that effective purchasing and
inventory control are key elements to its ability to fill customer orders. The
Company maintains an inventory management system which analyzes historical sales
results, sales projections and information regarding vendor lead times in order
to determine appropriate inventory levels. Historically, the Company has not
written-down significant portions of its inventories due to shrinkage or
obsolescence, nor has it relied on its ability to return slow-moving inventory
to the vendor. There can be no assurance that material write-downs of the
Company's inventory will not occur in the future. See "Risk
Factors -- Technological Change."
 
   
     Credit and Collection Management; Product Returns. BearCom attempts to
minimize losses on credit sales by closely monitoring its customers'
creditworthiness, using both internal credit histories as well as CD-ROM and
on-line services from Dun & Bradstreet. Collection activities are conducted by
using outbound phone calls from the Company's Dallas and Miami facilities.
BearCom's bad debt expense as a percentage of total revenues for fiscal 1996,
1997 and 1998 was 0.4%, 0.6% and 0.9%, respectively. Condor's bad debt expense
as a percentage of total revenues for calender 1995, 1996 and 1997 was 1.5%,
1.4% and 1.4%, respectively. The Company follows the industry practice of
allowing customers to return products within 30 days, so long as the products
have not been damaged.
    
 
MANAGEMENT INFORMATION SYSTEM
 
     The use of BearCom's IBM AS-400 computer system is pervasive in the
operation of its business. The Company has invested substantial resources to
develop proprietary software applications enabling BearCom to compile and
maintain its marketing database, track customer repair histories, manage its
inventory, maintain
 
                                       35
<PAGE>   37
 
its accounting records and track credit and collection activities. BearCom
believes that these applications enable it to deliver superior customer service
and achieve cost savings. Each of BearCom's sales offices has a continuous
on-line connection to BearCom's computer system to support the sales efforts of
its field sales representatives. Condor utilizes a PC-based management
information system. The Company has no immediate plans to integrate this system
with BearCom's. The Company has adopted procedures to protect its computer
systems and to provide for recovery in the event of equipment failure. All
system data is backed up to tape daily with backup tapes stored off-site.
 
COMPETITION
 
   
     The two-way radio distribution industry is highly competitive and is
currently comprised of several regional and numerous local dealers, some of
which compete with the Company in both the sale and rental markets. The
principal bases of competition in the industry are price and service. The sale
of two-way radios is a low-margin, high-volume business. Because awareness of
two-way wireless communication products is growing and the cost barriers to
entry into this market are relatively low, the risk of new competitors entering
this market is high. The Company believes that the industry will become more
competitive as the number of competitors increases and as new technologies
emerge. These factors, coupled with the growing industry emphasis on containing
costs, could place significant pressure on the Company to reduce prices, which
could significantly reduce the gross margins realized by the Company on sales of
its products.
    
 
     In addition, several manufacturers of two-way radio products, including
Motorola, also compete with independent distributors in selling, servicing and
renting two-way wireless communication products. There can be no assurance that
manufacturers of two-way radio products will continue to utilize independent
distributors in the future. In addition, there are several significantly large
global distributors of wireless communication products other than two-way
radios. These companies to date have not entered the two-way radio distribution
market in any significant way, but there can be no assurance that these
companies will not enter this industry in the future. These manufacturers and
distributors are much larger than the Company, and have substantially greater
capital resources, sales experience and distribution capabilities than the
Company. In response to competitive pressure from any of its current or future
competitors, the Company may be required to lower selling prices, which would
lower the Company's gross margins, which could have a material adverse effect on
the Company. See "Risk Factors -- Competition."
 
EMPLOYEES
 
   
     As of June 1, 1998, BearCom had 484 employees, of whom 77 were corporate
employees, 168 were sales or rental managers or sales or rental representatives,
42 were shipping and distribution personnel, 25 were catalog distribution
employees, 100 were service technicians and 72 were in various other positions.
As of June 1, 1998, Condor employed 61 employees of which 14 were sales
representatives, 12 were shipping and distribution personnel, 10 were service
technicians and 25 were in various other positions. The Company's success is
dependent on its ability to attract and retain good employees. The Company
believes that its employee relations are good. The Company's employees are not
covered by any collective bargaining agreements.
    
 
PROPERTIES
 
   
     The Company leases its approximately 37,000 square foot headquarters
facility (which includes its warehousing facility, product distribution center
and a field office) and its approximately 10,000 square foot mail distribution
center, each of which is located in Dallas, Texas. The terms of these leases
expire in January 1999 and the Company has options to extend the headquarters
facility lease for two additional one year periods. In addition, the Company
leases 32 locations as field offices and owns one sales office in Houston,
Texas. As a result of the Condor Acquisition, the Company owns its approximately
15,000 square foot Miami, Florida office and distribution facility, as well as
its offices in Caracas, Venezuela and Prague, Czech Republic. See
"Management -- Certain Transactions."
    
 
                                       36
<PAGE>   38
 
LEGAL MATTERS
 
     From time to time, the Company is involved in lawsuits that it considers to
be in the normal course of its business, which have not resulted in any material
losses to date.
 
                                   MANAGEMENT
 
DIRECTORS AND EXECUTIVE OFFICERS
 
     The following table sets forth certain information concerning the executive
officers and directors of the Company, including their respective ages.
 
   
<TABLE>
<CAPTION>
               NAME                  AGE                             POSITION
<S>                                  <C>    <C>
John P. Watson(l)..................  54     Chairman and Director
Jerry Denham.......................  41     President and Director
Kenneth H. Doll....................  45     Executive Vice President -- National Sales, Secretary and
                                              Director
Brent A. Bisnar....................  40     Vice President -- National Rentals and Director
Gary Weber.........................  51     Vice President -- Marketing
Michael L. Kovar...................  36     Vice President, Chief Financial Officer and Assistant
                                              Secretary
Rogelio R. Betancourt..............  58     President, Condor Holdings, Inc.
Edward W. Rose III(l)(2)(3)........  57     Director
Morton L. Topfer(l)(2)(3)..........  61     Director
</TABLE>
    
 
------------------------------
 
(1) Member of the Compensation Committee
 
(2) Member of the Audit Committee
 
   
(3) Member of the Stock Option Committee
    
 
     JOHN P. WATSON has served as Chairman of the Board of the Company since
April 1992. Prior to that he served as President of the Company from March 1991
until April 1992. Subsequent to his graduation from the University of Texas in
1969 with both J.D. and B.B.A. degrees until March 1988, Mr. Watson was involved
in real estate investment and development, and was a leading commercial real
estate developer in the Austin, Texas area. In 1988, as a result of the economic
downturn in the Austin, Texas area and other factors, Mr. Watson filed for
personal bankruptcy. From 1988 until he joined the Company in March 1991, Mr.
Watson led an investment group exploring various acquisition opportunities.
 
     JERRY DENHAM has served as President and director of the Company since
consummation of the Merger. Mr. Denham served as the Chairman of the Board and
President of Bear Communications from 1987 until the Merger. Mr. Denham
co-founded Bear Communications in 1981.
 
     KENNETH H. DOLL has served as Executive Vice President -- National Sales,
Secretary and director of the Company since consummation of the Merger. Mr. Doll
served as Executive Vice President of Bear Communications from 1990 until the
Merger. From 1986 to 1990, Mr. Doll served in various capacities with Bear
Communications, including Vice President and Manager of the San Francisco field
sales office. Prior to joining Bear Communications in 1986, Mr. Doll served as
Regional Sales Manager for Motorola, Inc. Mr. Doll currently serves as a
director for the Industrial Telecommunications Association.
 
     BRENT A. BISNAR has served as Vice President -- National Rentals and
director of the Company since the Merger. From April 1993 until the Merger, Mr.
Bisnar served as Vice President and National Rental Manager for Bear
Communications. From January 1990 until that time he served as Vice President
and Manager of Bear Communications' Fort Lauderdale, Florida field sales office.
 
     GARY WEBER has served as Vice President -- Marketing of the Company since
the Merger. Mr. Weber founded Page-Com in 1980 and served as its President from
its incorporation (except for the period from
 
                                       37
<PAGE>   39
 
March 1991 until April 1992 when Mr. Watson served as President and Mr. Weber
served as a senior executive) until consummation of the Merger.
 
     MICHAEL L. KOVAR has served as Vice President and Chief Financial Officer
of the Company since November 1997. From July 1996 through October 1997, he
served as Controller of the Company. From May 1993 through July 1996, Mr. Kovar
served as Director of Finance/Operations for the Golf Division of Sport Supply
Group, Inc. ("SSG"), a New York Stock Exchange listed company. Prior to that,
Mr. Kovar served as Controller of BSN Corp., an American Stock Exchange listed
company and SSG's former parent, from March 1989 through April 1993. From August
1984 through February 1989, Mr. Kovar was a Senior Auditor for Ernst & Young
L.L.P. (formerly Arthur Young).
 
   
     ROGELIO R. BETANCOURT has served as President of Condor Holdings, a wholly
owned subsidiary of the Company, since the acquisition of Condor Communications.
Prior to that time, Mr. Betancourt served as President of Condor Communications
since it was founded in 1980. Mr. Betancourt and his spouse are the sole
shareholders of Condor Communications.
    
 
   
     EDWARD W. ROSE III has served as director of the Company since April 1992.
He is the President and sole shareholder of Cardinal Investment Company, Inc.,
an investment firm, and founded that firm in 1974. Mr. Rose serves as Chairman
of the Board of Drew Industries Inc., a supplier to the manufactured housing and
recreational vehicle industries, and Leslie Building Products, Inc., a
manufacturer of building products; a trustee of Liberte Investors, formerly a
real estate investment trust; and a director of Ace Cash Express, Inc., a
provider of retail financial services.
    
 
     MORTON L. TOPFER has served as director of the Company since December 1995.
Since May 1994, Mr. Topfer has served as Vice Chairman of Dell Computer
Corporation, and shares the office of Chief Executive Officer. From 1971 until
that time, Mr. Topfer served in various capacities with Motorola, including
Executive Vice President and President of Motorola's Land Mobile Products
Sector. Mr. Topfer also is a member of the Board of Directors of Autodesk, Inc.,
a software company, and Alliance Gaming Corporation, a diversified gaming
company.
 
     The Board of Directors is divided into three classes, with one class of
directors elected on a rotating basis at each annual meeting of shareholders for
a three-year term. Directors are not compensated for serving in such capacity,
but are reimbursed for expenses incurred in attending meetings of the Board of
Directors. The Board of Directors of the Company consists of six directors
elected for terms to expire as follows: at the next annual meeting of
shareholders -- Brent A. Bisnar and Morton L. Topfer; at the second annual
meeting of shareholders after the date of this Prospectus -- Kenneth H. Doll and
Edward W. Rose III; and at the third annual meeting of shareholders after the
date of this Prospectus -- John P. Watson and Jerry Denham. The Company's
directors and officers serve until their successors have been duly elected and
qualified in accordance with the Articles of Incorporation and Bylaws of the
Company.
 
                                       38
<PAGE>   40
 
SUMMARY COMPENSATION TABLE
 
   
     The following table sets forth certain information regarding compensation
paid to the Company's Chief Executive Officer and its four other most-highly
compensated executive officers (the "Named Executive Officers") during the
fiscal year ended April 30, 1998:
    
 
   
<TABLE>
<CAPTION>
                                                ANNUAL COMPENSATION
                                         ----------------------------------
                                                             OTHER ANNUAL       ALL OTHER
                                         SALARY     BONUS   COMPENSATION(1)    COMPENSATION
      NAME AND PRINCIPAL POSITION          ($)       ($)          ($)              ($)
<S>                                      <C>        <C>     <C>                <C>
John P. Watson.........................  253,000     --             --                --
  Chairman of the Board
Jerry Denham...........................  227,370     --             --            22,107(3)
  President
Kenneth H. Doll........................  226,584     --             --            25,040(4)
  Executive Vice President and
     Secretary
Brent A. Bisnar........................  165,290     --             --            10,230(5)
  Vice President
Gary Weber.............................  275,000     --         94,250(2)             --
  Vice President
</TABLE>
    
 
------------------------------
 
(1) Certain of the Company's executive officers receive personal benefits in
    addition to salary and cash bonuses. The aggregate amount of the personal
    benefits, however, does not exceed the lesser of $50,000 or 10% of the total
    of the annual salary and bonus reported for the named executive officer.
 
(2) Payment for reduction of the outstanding balance of a note receivable, and
    related accrued interest, for Mr. Weber's employment with the Company. See
    "Certain Transactions."
 
   
(3) Includes $14,982 of life insurance premiums paid by the Company, and $7,125
    of employer matching contributions paid by the Company pursuant to the
    Company's 401(k) Plan.
    
 
   
(4) Includes $17,915 of life insurance premiums paid by the Company, and $7,125
    of employer matching contributions paid by the Company pursuant to the
    Company's 401(k) Plan.
    
 
   
(5) Includes $4,032 of life insurance premiums paid by the Company, and $6,198
    of employer matching contributions paid by the Company pursuant to the
    Company's 401(k) Plan.
    
 
STOCK OPTION PLAN
 
   
     Pursuant to the BearCom Group, Inc. 1998 Stock Option Plan (the "Stock
Option Plan"), options may be granted to eligible employees of the Company or
its subsidiaries and directors of the Company for the purchase of an aggregate
of 1,100,000 shares of Common Stock of the Company. Employees eligible under the
Stock Option Plan are those employees whose performance and responsibilities are
determined by the Board or a committee selected by the Board in accordance with
the terms of the Stock Option Plan (the "Committee") to be influential to the
Company's success. The Stock Option Plan is administered by the Board or the
Committee which determines, in its discretion, the terms of each option in
accordance with the provisions of the Stock Option Plan, including the number of
shares subject to each option granted, the related exercise price, the vesting
period and vesting conditions, and option period. The Board or the Committee may
grant either nonqualified stock options or incentive stock options ("ISOs"), as
defined by the Code; provided, however, that ISOs may be granted only to
employees.
    
 
     The Stock Option Plan requires that the exercise price of each option that
is intended to constitute an ISO must not be less than 100% of the fair market
value of the Common Stock at the time of the grant of the option. The option
period may not be more than ten years from the date the option is granted. No
ISO, however, may be granted to an employee who owns more than 10% of the total
combined voting power of all classes of outstanding stock of the Company or its
subsidiaries unless the option price is at least 110% of the fair market value
of the Common Stock at the date of the grant and the option period does not
exceed five years. Options may be exercised in annual installments as specified
by the Board or the Committee, and all
                                       39
<PAGE>   41
 
installments that become exercisable are cumulative and may be exercised at any
time after they become exercisable until expiration of the option. Options are
not assignable except by will or by the laws of descent and distribution.
 
     There is no limit on the fair market value of options that may be granted
to an employee in any calendar year, but no employee may be granted ISOs that
first become exercisable during a calendar year for the purchase of stock with
an aggregate fair market value (determined as of the date of grant of each
option) in excess of $100,000. An ISO (or an installment thereof) counts against
the annual limitations only in the year it first becomes exercisable.
 
   
     Full payment for shares purchased upon exercise of an option must be made
at the time of exercise, and no shares may be issued until full payment is made.
The Stock Option Plan provides that an option agreement may include a provision
permitting an optionee the right to tender previously owned shares of Common
Stock in partial or full payment for shares to be purchased on exercise of an
option. Unless sooner terminated by action of the Board, the Stock Option Plan
will terminate in June 2008 and no options may thereafter be granted under the
Stock Option Plan. The Stock Option Plan may be discontinued, altered or amended
in certain respects by the Board without the approval of the shareholders.
However, the Stock Option Plan may not be amended without the approval of the
shareholders (i) to materially increase benefits, (ii) to materially increase
the number of shares of Common Stock that may be issued under the Stock Option
Plan or (iii) to materially modify the requirements for participation in the
Stock Option Plan.
    
 
   
     Prior to the date hereof, options to purchase 406,000 shares had been
granted at the Offering price to certain directors, key employees and officers
of the Company. Each director and executive officer of the Company has been
granted options to purchase 25,000 shares of Common Stock.
    
 
   
STOCK PURCHASE PLAN
    
 
   
     The Company's 1998 Employee Stock Purchase Plan (the "Stock Purchase Plan")
authorizes the issuance of up to an aggregate of 500,000 shares of Common Stock
to participating employees. The Company may make one or more offerings ("Plan
Offerings") to employees to purchase Common Stock under the Stock Purchase Plan.
Plan Offerings may be for a period of six months or one year in duration and may
commence on January 1 and/or July 1; provided, however, that the initial Plan
Offering period may be for a period of less than six months. During each Plan
Offering, the maximum number of shares which may be purchased by a participating
employee from the shares available for purchase under Stock Purchase Plan for
the Plan Offering period, subject to restrictions contained in the Code and
adjustments made due to over-allotments by participating employees, is a number
of whole shares of Common Stock equal to the employee's base compensation
elected by the employee to be withheld each pay period during the Plan Offering
divided by the purchase price per share of the shares available for purchase
under the Stock Purchase Plan for the Plan Offering period. An employee may
elect to have up to 10% deducted from his or her base salary for this purpose.
The purchase price shall be the lower of (i) 85% of the closing price of the
Common Stock on the NYSE on the day that the Plan Offering commences or (ii) 85%
of the closing price on the NYSE on the day that the Plan Offering terminates,
or if the closing price is not reported on either or both of such dates, the
exercise price shall be determined by reference to the most recently preceding
date on which the closing price was reported.
    
 
   
     The Stock Purchase Plan is administered by the Board or a committee
selected by the Board in accordance with the terms of the Stock Purchase Plan.
With certain exceptions, all eligible employees regularly employed by the
Company for at least ninety days on the applicable Plan Offering commencement
date are eligible to participate in the Stock Purchase Plan. The Stock Purchase
Plan is intended to qualify as an "employee stock purchase plan" as defined in
Section 423 of the Code.
    
 
EXCULPATORY CHARTER PROVISION; LIABILITY AND INDEMNIFICATION OF OFFICERS AND
DIRECTORS
 
     Texas law permits Texas corporations to include in their articles of
incorporation a provision eliminating or limiting director liability to a
corporation or its shareholders for monetary damages arising from acts or
omissions in the director's capacity as a director. The only limitations imposed
under the statute are that the
 
                                       40
<PAGE>   42
 
   
provision may not eliminate or limit a director's liability to the extent the
director is found liable for (a) a breach of the director's duty of loyalty to
the corporation or its shareholders, (b) an act or omission not in good faith
that constitutes a breach of duty of the director to the corporation or an act
or omission that involves intentional misconduct or a knowing violation of the
law, (c) a transaction from which the director received an improper benefit,
whether or not the benefit resulted from an action taken within the scope of the
director's office or (d) an act or omission for which the liability of a
director is expressly provided by an applicable statute. The Company's Amended
and Restated Articles of Incorporation contain a provision eliminating the
liability of the Company's directors to the fullest extent permitted by Texas
statutory or decisional law, as the same exists or as it may be amended or
interpreted from time to time.
    
 
   
     In addition, the Company's Amended and Restated Bylaws require it to
indemnify its directors and officers against any and all liability and
reasonable expense that may be incurred by them in connection with or resulting
from (a) any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative, arbitrative or investigative, (b) an
appeal on such an action, suit or proceeding or (c) an inquiry or investigation
that could lead to such an action, suit or proceeding, all to the fullest extent
permitted by Texas law.
    
 
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
 
   
     On April 15, 1998, the Board established a compensation committee,
consisting of Messrs. Watson, Rose and Topfer. Mr. Watson is the Chairman of the
Board of the Company.
    
 
   
     On December 1, 1995, the Company lent to Mr. Watson $933,300, the proceeds
of which Mr. Watson used to exercise a stock option that the Company had granted
in April 1992. The loan is evidenced by a promissory note bearing interest at 7%
and is payable in May 1999. In addition, during fiscal years 1993, 1995 and
1996, the Company made cash advances to Mr. Watson aggregating $452,200. These
advances are evidenced by four separate promissory notes, each bearing interest
at 7% and payable in May 1999. The greatest aggregate amount of principal and
interest outstanding under these five promissory notes during fiscal years 1996,
1997 and 1998 was $1,492,596, $1,589,581 and $1,686,566, respectively. Amounts
outstanding under all five notes are secured by 142,746 shares of Common Stock
held by Mr. Watson. At May 31, 1998, the aggregate amount of principal and
interest outstanding under these five promissory notes was approximately $1.7
million. Mr. Watson has indicated that he intends to repay all amounts
outstanding under these five promissory notes with the proceeds from the sale of
shares of Common Stock to be sold by him in the Offering.
    
 
   
CERTAIN TRANSACTIONS
    
 
   
     On April 28, 1995, the Company sold land and a building to Gary Weber, Vice
President of the Company, in exchange for a note receivable of $325,000 bearing
interest at 9%. The purchase price for the land and building was established
through discussions with real estate agents and potential third-party
purchasers. The note and accrued interest are due on April 28, 2000 and are
secured by a first lien on the property. At that time, the Company agreed to
reduce the outstanding balance of the note, and related accrued interest, by 20%
per year as long as Mr. Weber stays in the employment of the Company. As a
result, the note receivable and related interest are being charged to
compensation expense over a five-year period. At May 31, 1998, the outstanding
balance of the note was $125,000.
    
 
   
     The Company rents its Costa Mesa, California, office from a partnership
controlled by Jerry Denham, Kenneth H. Doll and Brent A. Bisnar, executive
officers of the Company. Total rental payments to this partnership were
$112,816, $94,740 and $64,740 for the years ended April 30, 1996, 1997 and 1998,
respectively. Bear Communications guaranteed payment of two promissory notes
that are secured by this property and were issued in connection with the
partnership's purchase of this property. The aggregate amount outstanding under
these notes was approximately $820,000 at May 31, 1998. It is anticipated that
this partnership will pay all amounts outstanding under these notes with the
proceeds from shares of Common Stock to be sold in the Offering by certain
partners.
    
 
                                       41
<PAGE>   43
 
   
     On March 31, 1998, the Company's wholly owned subsidiary, Condor Holdings,
acquired substantially all of the assets of Condor Communications. Rogelio R.
Betancourt and his spouse are the sole shareholders of Condor Communications. In
connection with this transaction, Mr. Betancourt became the President of Condor
Holdings. See "The Company."
    
 
                       PRINCIPAL AND SELLING SHAREHOLDERS
 
   
     The following table sets forth certain information concerning the
beneficial ownership of Common Stock, as of April 30, 1998, by (a) each person
known by the Company to own beneficially more than 5% of the outstanding Common
Stock, (b) each director of the Company, (c) each Named Executive Officer and
(d) all executive officer and directors as a group. The Company believes that
each such shareholder has the sole voting and dispositive power over the shares
held by such shareholder except as otherwise indicated. See "Risk
Factors -- Control by Existing Shareholders."
    
 
   
<TABLE>
<CAPTION>
                                                                      SHARES
                                         SHARES BENEFICIALLY OWNED     BEING    SHARES BENEFICIALLY OWNED
                                           BEFORE THE OFFERING(1)     OFFERED     AFTER THE OFFERING(L)
                                         --------------------------   -------   --------------------------
           BENEFICIAL OWNER                NUMBER       PERCENTAGE    NUMBER      NUMBER       PERCENTAGE
<S>                                      <C>           <C>            <C>       <C>            <C>
John P. Watson.........................     880,910        13.2%      129,333     725,975(2)       7.3%
Jerry Denham...........................   1,860,795        27.9%      129,333   1,705,860(2)      17.1%
Kenneth H. Doll........................   1,660,709        24.9%      129,334   1,505,773(2)      15.1%
Gary Weber.............................          --          --            --          --           --
Edward W. Rose III.....................     539,477         8.1%           --     539,477          5.4%
Brent A. Bisnar........................     360,153         5.4%       38,000     322,153          3.2%
Morton L. Topfer.......................          --          --            --      76,806(2)       0.8%
All directors and executive officers as
  a group (9 persons)..................   5,302,044        79.5%      426,000   4,876,044         48.7%
</TABLE>
    
 
------------------------------
 
 *  less than one percent
 
   
(1) Shares beneficially owned and percentage of ownership are based on 6,669,515
    shares of Common Stock outstanding before the Offering and 10,002,515 shares
    of Common Stock outstanding after the Offering. Shares outstanding after the
    Offering assumes no exercise of the Underwriters over-allotment option.
    Beneficial ownership is determined in accordance with the rules of the
    Commission and generally includes shares with respect to which a person has
    voting or disposition power.
    
 
   
(2) Immediately prior to the closing of the Offering, it is anticipated that
    each of Messrs. Watson, Denham and Doll will sell $333,334 of Common Stock
    (25,602 shares) to Mr. Topfer at the Offering price, less underwriting
    discounts and commissions. Such sales are reflected in "Shares Beneficially
    Owned After the Offering" above.
    
 
                                       42
<PAGE>   44
 
                          DESCRIPTION OF CAPITAL STOCK
 
   
     The Company has authorized capital stock consisting of 50,000,000 shares of
Common Stock, $0.01 par value, and 1,000,000 shares of preferred stock, $0.01
par value. At April 30, 1998, there were 6,669,515 shares of Common Stock
outstanding, owned by 21 holders of record, and there were no shares of
preferred stock outstanding. A total of 1,100,000 shares of Common Stock are
reserved for future issuance under, and for issuance upon the exercise of
options granted or which may be granted under, the Stock Option Plan. See
"Management -- Stock Option Plan." A total of 500,000 shares of Common Stock are
reserved for issuance under the Stock Purchase Plan. See "Management -- Stock
Purchase Plan."
    
 
COMMON STOCK
 
     The rights of the holder of each share of Common Stock are identical in all
respects. All outstanding shares of Common Stock are, and the shares of Common
Stock offered hereby when issued and paid for will be validly issued, fully paid
and nonassessable. All holders of Common Stock have full voting rights and are
entitled to one vote for each share held of record on all matters submitted to a
vote of the shareholders. Votes may not be cumulated in the election of
directors. Shareholders have no preemptive or subscription rights. The Common
Stock is neither redeemable nor convertible, and there are no sinking fund
provisions. Holders of Common Stock are entitled to dividends when, as and if
declared by the Board of Directors from funds legally available therefor and are
entitled, upon liquidation, to share ratably in all assets remaining after
payment of liabilities. The rights of holders of Common Stock will be subject to
any preferential rights of any preferred stock which may be issued in the
future.
 
PREFERRED STOCK
 
     The Board of Directors of the Company is authorized (without any further
action by the shareholders) to issue preferred stock in one or more series and
to fix the voting rights, liquidation preferences, dividend rates, conversion
rights, redemption rights and terms, including sinking fund provisions, and
certain other rights and preferences. Satisfaction of any dividend preferences
of outstanding preferred stock would reduce the amount of funds available for
the payment of dividends on Common Stock. Also, holders of preferred stock would
normally be entitled to receive a preference payment in the event of any
liquidation, dissolution or winding-up of the Company before any payment is made
to the holders of Common Stock. In addition, under certain circumstances, the
issuance of preferred stock may render more difficult or tend to discourage a
merger, tender offer or proxy contest, the assumption of control by a holder of
a large block of the Company's securities or the removal of incumbent
management. The Board of Directors of the Company, without shareholder approval,
may issue preferred stock with voting and conversion rights which could
adversely affect the holders of Common Stock. The Company has no present
intention to issue any shares of preferred stock.
 
SPECIAL PROVISIONS OF THE AMENDED AND RESTATED ARTICLES OF INCORPORATION AND
AMENDED AND RESTATED BYLAWS
 
     The provisions of the Company's Amended and Restated Articles of
Incorporation and Amended and Restated Bylaws summarized in the succeeding
paragraphs may be deemed to have an anti-takeover effect and may delay, defer or
prevent a tender offer or takeover attempt that a shareholder might consider in
such shareholder's best interest, including attempts that might result in a
premium over the market price for the shares held by shareholders.
 
     Pursuant to the Company's Amended and Restated Articles of Incorporation,
the Company's Board of Directors by resolution may establish one or more series
of preferred stock having such number of shares, designations, relative voting
rights, dividend rates, liquidation and other rights, preferences and
limitations as may be fixed by the Board of Directors without any further
shareholder approval. Such rights, preferences, powers and limitations as may be
established could have the effect of impending or discouraging the acquisition
of control of the Company.
 
   
     The Company's Amended and Restated Articles of Incorporation and/or Amended
and Restated Bylaws provide that (a) the Board of Directors is divided into
three classes that are elected for staggered three-year terms; (b) shareholders
may only remove a director for cause, and only by the affirmative vote of
holders of not less than two-thirds of the outstanding voting stock of the
Company; and (c) meetings of shareholders can
    
 
                                       43
<PAGE>   45
 
be called only by the Chairman of the Board, President, a majority of the Board
of Directors or holders of not less than 25% of the shares entitled to vote at
such meeting. To be amended, these provisions require the affirmative vote of a
majority of the Board of Directors or the holders of not less than two-thirds of
the outstanding voting stock of the Company.
 
REGISTRATION RIGHTS
 
     The Company has granted to all of its shareholders the right to register
shares of Common Stock owned by them in connection with the registration by the
Company of shares of Common Stock. The Company would bear the expenses of
registration of any such shareholder. See "Risk Factors -- Shares Eligible for
Future Sale; Registration Rights."
 
TRANSFER AGENT AND REGISTRAR
 
     The transfer agent and registrar for the Common Stock is American Stock
Transfer & Trust Company.
 
                        SHARES ELIGIBLE FOR FUTURE SALE
 
   
     Upon completion of this Offering, the current shareholders of the Company
will own approximately 61.7% of the outstanding Common Stock (58.4% if the
Underwriters' over-allotment option is exercised in full). Officers, directors
and certain shareholders of the Company, who will own 48.7% of the outstanding
shares following this offering (46.1% if the Underwriters' over-allotment option
is exercised in full), have agreed with the Underwriters not to sell, grant any
option to sell, transfer or otherwise dispose of, directly or indirectly, any
shares of Common Stock (other than those being sold pursuant to this offering)
for a period of 180 days following the date of this Prospectus without the prior
written consent of DLJ. See "Underwriting."
    
 
   
     Upon completion of this offering, the Company will have 10,002,515 shares
of Common Stock outstanding (10,566,365 shares if the Underwriters'
over-allotment option is exercised in full). Of these shares, the 3,759,000
shares sold in this offering (4,322,850 shares if the Underwriters'
over-allotment option is exercised in full) will be freely tradeable in the
public market without restriction by persons other than affiliates of the
Company. All of the remaining shares are "restricted securities" within the
meaning of Rule 144 under the Securities Act. Approximately 1,367,471 shares
held for more than two years may be sold immediately following consummation of
the Offering. Following the expiration or release from the 180-day lock-up
agreements with the representatives of the Underwriters, approximately 4,799,238
additional shares of Common Stock will be eligible for sale in accordance with
the requirements of Rule 144, subject to compliance with certain volume
limitations. See "Underwriting."
    
 
   
     In general, under Rule 144 as currently in effect, a person (or persons
whose shares are required to be aggregated) who has beneficially owned, for at
least one year, shares of Common Stock that have not been registered under the
Securities Act or that were acquired from an "affiliate" of the Company, is
entitled to sell within any three month period a number of shares of Common
Stock that does not exceed the greater of 1% of the then-outstanding shares of
Common Stock (100,025 shares upon completion of this Offering) and the average
weekly reported trading volume in the Common Stock during the four calendar
weeks preceding such sale. Sales under Rule 144 also are subject to certain
notice and manner-of-sale requirements and the availability of current public
information about the Company. A person (or persons whose shares are aggregated)
who is not an affiliate of the Company (in general, a person who is not a
director, officer or principal shareholder of the Company) during the three
months prior to resale and who has beneficially owned such shares for at least
two years is entitled to sell such restricted stock under Rule 144 without
regard to the requirements discussed above, other than the manner-of-sale
provisions.
    
 
     The Company is unable to estimate the number of shares that may be sold in
the future by its shareholders since this will depend on the market price for
the Common Stock, the personal circumstances of the shareholders and other
factors. Any sale of substantial amounts of shares in the open market may
significantly reduce the market price of the Common Stock offered hereby.
 
                                       44
<PAGE>   46
 
   
     The Company intends to file a registration statement on Form S-8 under the
Securities Act to register all of the shares of Common Stock issued or reserved
for future issuance under the Stock Option Plan and the Stock Purchase Plan.
After the effective date of those registration statements, shares purchased upon
exercise of options granted pursuant to those plans will be available for resale
in the public market without restriction by persons who are not affiliates of
the Company, and to the extent they are held by affiliates, pursuant to Rule
144, without observance of the holding period requirements. As of the date
hereof, there were options outstanding under the Stock Option Plan to purchase a
total of 406,000 shares of Common Stock, of which 21,480 are presently
exercisable.
    
 
                                  UNDERWRITING
 
     Subject to the terms and conditions contained in the Underwriting Agreement
dated          , 1998 (the "Underwriting Agreement"), the underwriters named
below (the "Underwriters"), who are represented by Donaldson, Lufkin & Jenrette
Securities Corporation and CIBC Oppenheimer Corp. (the "Representatives"), have
severally agreed to purchase from the Company and the Selling Shareholders the
respective number of shares of Common Stock set forth opposite their names
below:
 
   
<TABLE>
<CAPTION>
                                                                NUMBER OF
                        UNDERWRITERS                             SHARES
<S>                                                             <C>
Donaldson, Lufkin & Jenrette Securities Corporation.........
CIBC Oppenheimer Corp. .....................................
 
                                                                ---------
          Total.............................................    3,759,000
                                                                =========
</TABLE>
    
 
     The Underwriting Agreement provides that the obligations of the several
Underwriters to purchase and accept delivery of the shares of Common Stock
offered are subject to approval by their counsel of certain legal matters and to
certain other conditions. The Underwriters are obligated to purchase and accept
delivery of all shares of Common Stock offered hereby (other than shares covered
by the over-allotment option described below) if any are purchased.
 
     The Company and the Selling Shareholders have agreed to indemnify the
Underwriters against certain liabilities, including liabilities under the
Securities Act, or to contribute to payments that the Underwriters may be
required to make in respect thereof.
 
     The Representatives have advised the Company that the Underwriters propose
initially to offer the shares of Common Stock in part directly to the public at
the initial public offering price set forth on the cover page of this Prospectus
and in part to certain dealers (including the Underwriters) at such price less a
concession not in excess of $          per share. The Underwriters may allow,
and such dealers may reallow, to certain other dealers a concession not in
excess of $          per share. After the initial offering of the Common Stock,
the public offering price and other selling terms may be changed by the
Representatives at any time without notice. The Underwriters do not intend to
confirm sales to any accounts over which they exercise discretionary authority.
 
                                       45
<PAGE>   47
 
   
     The Company has granted an option to the Underwriters, exercisable within
30 days after the date of this Prospectus, to purchase, from time to time, in
whole or in part, up to an aggregate of 563,850 additional shares of Common
Stock at the initial public offering price, less underwriting discounts and
commissions. The Underwriters may exercise such option solely to cover
overallotments, if any, made in connection with the Offering. To the extent that
the Underwriters exercise such option, each Underwriter will become obligated,
subject to certain conditions, to purchase its pro rata share of such additional
shares based on such Underwriter's percentage underwriting commitment as
indicated in the preceding table.
    
 
     Each of the Company, its executive officers and directors and certain
shareholders of the Company (including the Selling Shareholders) has agreed,
subject to certain exceptions, not to (i) offer, pledge, sell, contract to sell,
sell any option or contract to purchase, purchase any option or contract to
sell, grant any option, right or warrant to purchase or otherwise transfer or
dispose of, directly or indirectly, any shares of Common Stock or any securities
convertible into or exercisable or exchangeable for Common Stock or (ii) enter
into any swap or other arrangement that transfers all or a portion of the
economic consequences associated with the ownership of any Common Stock
(regardless of whether any of the transactions described in clause (i) or (ii)
is to be settled by the delivery of Common Stock, or such other securities, in
cash or otherwise) for a period of 180 days after the date of this Prospectus
without the prior written consent of DLJ. In addition, during such period, the
Company has also agreed not to file any registration statement with respect to,
and each of its executive officers, directors and certain shareholders of the
Company (including the Selling Shareholders) has agreed not to make any demand
for, or exercise any right with respect to, the registration of any shares of
Common Stock or any securities convertible into or exercisable or exchangeable
for Common Stock without DLJ's prior written consent.
 
     Prior to the Offering, there has been no established trading market for the
Common Stock. The initial public offering price for the shares offered hereby
will be determined by negotiation among the Company representatives of the
Selling Shareholders and the Representatives. The factors to be considered in
determining the initial public offering price include the history of and the
prospects for the industry in which the Company competes, the past and present
operations of the Company, the historical results of operations of the Company,
the prospects for future earnings of the Company, the recent market prices of
securities of generally comparable companies and the general condition of the
securities markets at the time of the Offering.
 
   
     The Common Stock has been approved for listing on the NYSE under the
trading symbol "BCG." The Underwriters have undertaken to sell shares of Common
Stock to ensure that the NYSE distribution standards relating to round lots,
public shares and aggregate market value will be satisfied.
    
 
     Other than in the United States, no action has been taken by the Company,
the Selling Shareholders or the Underwriters that would permit a public offering
of the shares of Common Stock offered hereby in any jurisdiction where action
for that purpose is required. The shares of Common Stock offered hereby may not
be offered or sold, directly or indirectly, nor may this Prospectus or any other
offering material or advertisements in connection with the offer and sale of any
such shares of Common Stock be distributed or published in any jurisdiction,
except under circumstances that will result in compliance with the applicable
rules and regulations of such jurisdiction. Persons into whose possession this
Prospectus comes are advised to inform themselves about and to observe any
restrictions relating to the Offering of the Common Stock and the distribution
of this Prospectus. This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any shares of Common Stock offered hereby in any
jurisdiction in which such an offer or a solicitation is unlawful.
 
     In connection with the Offering, the Underwriters may engage in
transactions that stabilize, maintain or otherwise affect the price of the
Common Stock. Specifically, the Underwriters may overallot the Offering,
creating a syndicate short position. The Underwriters may bid for and purchase
shares of Common Stock in the open market to cover such syndicate short position
or to stabilize the price of the Common Stock. In addition, the underwriting
syndicate may reclaim selling concessions from syndicate members and selected
dealers if they repurchase previously distributed Common Stock in syndicate
covering transactions, in stabilizing transactions or otherwise. These
activities may stabilize or maintain the market price of the
 
                                       46
<PAGE>   48
 
Common Stock above independent market levels. The Underwriters are not required
to engage in these activities, and may end any of these activities at any time.
 
                                 LEGAL MATTERS
 
   
     The validity of the issuance of the shares of Common Stock covered by this
Prospectus will be passed upon for the Company by Gardere & Wynne, L.L.P.,
Dallas, Texas. Certain legal matters pertaining to the Common Stock will be
passed upon for the Underwriters by Vinson & Elkins L.L.P., Dallas, Texas. Larry
Schoenbrun, a partner of Gardere & Wynne, L.L.P., owns 36,008 shares of Common
Stock of the Company.
    
 
                                    EXPERTS
 
   
     The consolidated financial statements of BearCom Group, Inc. and
subsidiaries as of April 30, 1997 and 1998, and for each of the years in the
three-year period ended April 30, 1998, have been included herein and in the
registration statement in reliance upon the report of KPMG Peat Marwick LLP,
independent certified public accountants, appearing elsewhere herein, and upon
the authority of said firm as experts in accounting and auditing.
    
 
     The financial statements of Condor Communications, Inc. as of December 31,
1996 and 1997, and for each of the years in the three-year period ended December
31, 1997, have been included herein and in the registration statement in
reliance upon the report of Saenz, Robledo, Sax & Company, P.A., independent
public accountants, appearing elsewhere herein, and upon the authority of said
firm as experts in accounting and auditing.
 
                             ADDITIONAL INFORMATION
 
     The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement on Form S-1 under the Securities Act with
respect to the Common Stock offered hereby. This Prospectus, which is part of
the Registration Statement, does not contain all of the information set forth in
the Registration Statement and the exhibits thereto. For further information
concerning the Company and the Common Stock, reference is made to the
Registration Statement and to the exhibits and schedules filed therewith, copies
of which may be inspected at the Commission's public reference facilities at 450
Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549, at the Northeast
Regional Office located at 7 World Trade Center, New York, New York 10048 and at
the Midwest Regional Office located at 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661, or copies of which may be obtained from the Commission
at such office upon payment of the fees prescribed by the Commission. The
summaries in this Prospectus of additional information included in the
Registration Statement or any exhibit thereto are qualified in their entirety by
reference to such information or exhibit filed with the Commission. The
Commission maintains a World Wide Web site on the Internet at http://www.sec.gov
that contains information concerning the Company.
 
     The Company intends to furnish its shareholders with annual reports
containing audited financial statements and quarterly reports for each of the
first three quarters of each fiscal year containing interim unaudited financial
information.
 
                                       47
<PAGE>   49
 
   
                      BEARCOM GROUP, INC. AND SUBSIDIARIES
    
 
                         INDEX TO FINANCIAL STATEMENTS
 
   
<TABLE>
<CAPTION>
                                                              PAGE
                                                              ----
<S>                                                           <C>
BearCom Group, Inc.
  Independent Auditors' Report..............................  F-2
  Consolidated Balance Sheets as of April 30, 1997 and
     1998...................................................  F-3
  Consolidated Statements of Income for the years ended
     April 30, 1996, 1997 and 1998..........................  F-4
  Consolidated Statements of Shareholders' Equity for the
     years ended April 30, 1996, 1997 and 1998..............  F-5
  Consolidated Statements of Cash Flows for the years ended
     April 30, 1996, 1997 and 1998..........................  F-6
  Notes to Consolidated Financial Statements................  F-7
  Schedule II -- Valuation and Qualifying Accounts..........  F-15
Condor Communications, Inc.
  Independent Auditors' Report..............................  F-16
  Combined Balance Sheets as of December 31, 1996 and 1997
     and March 31, 1998 (unaudited).........................  F-17
  Combined Statements of Operations for the years ended
     December 31, 1995, 1996 and 1997 and three months ended
     March 31, 1997 and 1998 (unaudited)....................  F-18
  Combined Statements of Stockholders' Equity for the years
     ended December 31, 1995, 1996 and 1997 and the three
     months ended March 31, 1998 (unaudited)................  F-19
  Combined Statements of Cash Flows for the years ended
     December 31, 1995, 1996 and 1997 and three months ended
     March 31, 1997 and 1998 (unaudited)....................  F-20
  Notes to Combined Financial Statements....................  F-21
</TABLE>
    
 
                                       F-1
<PAGE>   50
 
   
                          INDEPENDENT AUDITORS' REPORT
    
 
   
The Board of Directors and Stockholders
BearCom Group, Inc.:
    
 
   
     We have audited the accompanying consolidated balance sheets of BearCom
Group, Inc. and subsidiaries as of April 30, 1997 and 1998, and the related
consolidated statements of income, shareholders' equity and cash flows for each
of the years in the three-year period ended April 30, 1998. In connection with
our audits of the consolidated financial statements, we also have audited the
financial statement schedule II -- Valuation and Qualifying Accounts. These
consolidated financial statements and financial statement schedule are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements and financial statement
schedule based on our audits.
    
 
   
     We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
    
 
   
     In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of BearCom
Group, Inc. and subsidiaries as of April 30, 1997 and 1998, and the results of
their operations and their cash flows for each of the years in the three-year
period ended April 30, 1998, in conformity with generally accepted accounting
principles. Also, in our opinion, the related financial statement schedule, when
considered in relation to the basic consolidated financial statements taken as a
whole, presents fairly, in all material respects, the information set forth
therein.
    
 
   
                                            KPMG PEAT MARWICK LLP
    
 
   
Dallas, Texas
    
   
June 5, 1998, except for note 1(i)
    
   
which is as of June 24, 1998 and note 7
    
   
which is as of June 17, 1998
    
 
                                       F-2
<PAGE>   51
 
   
                      BEARCOM GROUP, INC. AND SUBSIDIARIES
    
 
   
                          CONSOLIDATED BALANCE SHEETS
    
 
   
                                ASSETS (Note 7)
    
 
   
<TABLE>
<CAPTION>
                                                                      APRIL 30
                                                              -------------------------
                                                                 1997          1998
<S>                                                           <C>           <C>
Current assets:
  Cash......................................................  $   185,309   $   350,003
  Receivables (notes 4, 6 and 10)...........................    8,854,035    18,206,611
  Inventory.................................................    8,229,486    14,030,289
  Deferred income taxes (note 9)............................           --       124,443
  Prepaid expenses and other................................    1,812,502     1,767,372
                                                              -----------   -----------
          Total current assets..............................   19,081,332    34,478,718
                                                              -----------   -----------
Notes and interest receivable from employees (note 6).......      851,281       883,266
Fixed assets, net (notes 5 and 8)...........................    4,285,702     7,533,022
Costs in excess of tangible net assets acquired, net (note
  3)........................................................    1,916,567    10,047,545
Other assets................................................      310,282       705,244
                                                              -----------   -----------
                                                              $26,445,164   $53,647,795
                                                              ===========   ===========
 
                         LIABILITIES AND SHAREHOLDERS' EQUITY
 
Current liabilities:
  Accounts payable..........................................  $ 3,106,712   $ 8,360,778
  Accrued expenses..........................................    2,061,837     4,293,172
  Current maturities of long-term debt (note 7).............      105,773     1,348,880
  Current maturities of obligations under capital leases
     (note 8)...............................................       84,658        77,213
  Federal income taxes payable..............................           --       547,085
  Deferred income taxes (note 9)............................      497,735            --
                                                              -----------   -----------
          Total current liabilities.........................    5,856,715    14,627,128
                                                              -----------   -----------
Long-term debt, less current maturities (note 7)............    9,398,739    25,241,281
Obligations under capital leases, less current maturities
  (note 8)..................................................       98,135       120,343
Deferred income taxes (note 9)..............................      203,206       277,069
Shareholders' equity (notes 6 and 7):
  Preferred stock, $.01 par value; authorized 1,000,000
     shares, none issued....................................           --            --
  Common stock, $.01 par value; authorized 50,000,000
     shares, 6,669,515 shares issued and outstanding........       66,695        66,695
  Additional paid-in capital................................    3,756,971     3,756,971
  Cumulative currency translation adjustment................       (2,886)      (18,974)
  Note receivable from shareholder..........................     (933,300)     (933,300)
  Retained earnings.........................................    8,000,889    10,510,582
                                                              -----------   -----------
          Total shareholders' equity........................   10,888,369    13,381,974
Commitments (notes 6 and 8)
                                                              -----------   -----------
                                                              $26,445,164   $53,647,795
                                                              ===========   ===========
</TABLE>
    
 
   
          See accompanying notes to consolidated financial statements.
    
 
                                       F-3
<PAGE>   52
 
   
                      BEARCOM GROUP, INC. AND SUBSIDIARIES
    
 
   
                       CONSOLIDATED STATEMENTS OF INCOME
    
 
   
<TABLE>
<CAPTION>
                                                                 YEARS ENDED APRIL 30,
                                                        ---------------------------------------
                                                           1996          1997          1998
<S>                                                     <C>           <C>           <C>
Revenues:
  Product sales.......................................  $54,131,117   $57,863,682   $76,051,426
  Rental and other....................................    9,146,929    11,777,823    20,473,048
                                                        -----------   -----------   -----------
                                                         63,278,046    69,641,505    96,524,474
                                                        -----------   -----------   -----------
Cost of revenues:
  Cost of sales of products...........................   41,007,241    43,007,604    59,486,658
  Rental and other....................................    1,976,587     3,267,282     5,252,341
                                                        -----------   -----------   -----------
                                                         42,983,828    46,274,886    64,738,999
                                                        -----------   -----------   -----------
          Gross profit................................   20,294,218    23,366,619    31,785,475
Selling, general and administrative expenses..........   16,697,029    19,757,789    26,685,708
                                                        -----------   -----------   -----------
          Operating income............................    3,597,189     3,608,830     5,099,767
Interest expense......................................      544,054       594,872     1,191,150
Interest income and other, net........................       33,053       (73,391)     (137,187)
                                                        -----------   -----------   -----------
          Income before income taxes..................    3,020,082     3,087,349     4,045,804
Income taxes (note 9).................................    1,173,335     1,185,046     1,536,111
                                                        -----------   -----------   -----------
          Net income..................................  $ 1,846,747   $ 1,902,303   $ 2,509,693
                                                        ===========   ===========   ===========
Net income per share:
  Basic...............................................  $       .30   $       .29   $       .38
                                                        ===========   ===========   ===========
  Diluted.............................................  $       .30   $       .29   $       .38
                                                        ===========   ===========   ===========
</TABLE>
    
 
   
          See accompanying notes to consolidated financial statements.
    
 
                                       F-4
<PAGE>   53
 
   
                      BEARCOM GROUP, INC. AND SUBSIDIARIES
    
 
   
                CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
    
   
                   YEARS ENDED APRIL 30, 1996, 1997 AND 1998
    
 
   
<TABLE>
<CAPTION>
                                                                     CUMULATIVE       NOTE
                                     COMMON STOCK       ADDITIONAL    CURRENCY     RECEIVABLE                      TOTAL
                                  -------------------    PAID-IN     TRANSLATION      FROM        RETAINED     SHAREHOLDERS'
                                   SHARES     AMOUNT     CAPITAL     ADJUSTMENT    SHAREHOLDER    EARNINGS        EQUITY
<S>                               <C>         <C>       <C>          <C>           <C>           <C>           <C>
Balance at April 30, 1995.......  6,002,724   $60,027   $2,830,339    $     --      $      --    $ 4,674,755    $ 7,565,121
Net income......................         --        --           --          --             --      1,846,747      1,846,747
Issuance of common stock
  (note 6)......................    666,791     6,668      926,632          --       (933,300)            --             --
Currency translation gain.......         --        --           --      16,536             --             --         16,536
Distributions to shareholders...         --        --           --          --             --       (422,916)      (422,916)
                                  ---------   -------   ----------    --------      ---------    -----------    -----------
Balance at April 30, 1996.......  6,669,515    66,695    3,756,971      16,536       (933,300)     6,098,586      9,005,488
Net income......................         --        --           --          --             --      1,902,303      1,902,303
Currency translation loss.......         --        --           --     (19,422)            --             --        (19,422)
                                  ---------   -------   ----------    --------      ---------    -----------    -----------
Balance at April 30, 1997.......  6,669,515    66,695    3,756,971      (2,886)      (933,300)     8,000,889     10,888,369
Net income......................         --        --           --          --             --      2,509,693      2,509,693
Currency translation loss.......         --        --           --     (16,088)            --             --        (16,088)
                                  ---------   -------   ----------    --------      ---------    -----------    -----------
Balance at April 30, 1998.......  6,669,515   $66,695   $3,756,971    $(18,974)     $(933,300)   $10,510,582    $13,381,974
                                  =========   =======   ==========    ========      =========    ===========    ===========
</TABLE>
    
 
   
          See accompanying notes to consolidated financial statements.
    
 
                                       F-5
<PAGE>   54
 
   
                      BEARCOM GROUP, INC. AND SUBSIDIARIES
    
 
   
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
    
 
   
<TABLE>
<CAPTION>
                                                                 YEARS ENDED APRIL 30,
                                                        ---------------------------------------
                                                           1996          1997          1998
<S>                                                     <C>           <C>           <C>
Cash flows from operating activities:
  Net income..........................................  $ 1,846,747   $ 1,902,303   $ 2,509,693
  Adjustments to reconcile net income to net cash
     provided by (used in) operating activities:
     Depreciation and amortization expense............    1,169,918     1,643,732     2,143,188
     Loss (gain) on disposal of assets................        2,003        (5,313)           --
     Deferred income taxes............................     (488,222)     (620,141)     (548,315)
     Changes in operating assets and liabilities,
       exclusive of effects of acquisitions:
       Receivables....................................   (1,204,415)   (1,673,922)   (5,711,788)
       Inventory......................................    1,355,884    (1,486,281)   (2,031,420)
       Prepaid expenses and other.....................     (162,610)     (662,825)      447,479
       Notes and interest receivable from employees...        7,800       (31,985)      (31,985)
       Accounts payable...............................     (871,536)    1,031,059     2,841,113
       Accrued expenses...............................      824,683       931,675     1,539,073
       Federal income taxes payable...................      571,302    (1,180,216)      544,368
                                                        -----------   -----------   -----------
          Net cash provided by (used in) operating
            activities................................    3,051,554      (151,914)    1,701,406
                                                        -----------   -----------   -----------
Cash flows used in investing activities:
  Additions to fixed assets...........................   (1,429,063)   (2,127,139)   (1,869,298)
  Increase in notes receivable from employees.........      (52,200)           --            --
  Net cash paid as a result of acquisitions...........           --    (1,073,664)  (15,871,010)
                                                        -----------   -----------   -----------
          Net cash used in investing activities.......   (1,481,263)   (3,200,803)  (17,740,308)
                                                        -----------   -----------   -----------
Cash flows from financing activities:
  Decrease in notes payable to bank...................   (1,127,433)           --            --
  Increase in long-term debt..........................           --     3,589,261    16,466,073
  Repayment of long-term debt.........................     (107,556)      (62,429)     (164,692)
  Distributions to shareholders.......................     (422,916)           --            --
  Payments of obligations under capital leases........      (45,319)      (82,116)      (97,785)
                                                        -----------   -----------   -----------
          Net cash provided by (used in) financing
            activities................................   (1,703,224)    3,444,716    16,203,596
                                                        -----------   -----------   -----------
Net increase (decrease) in cash.......................     (132,933)       91,999       164,694
Cash at beginning of year.............................      226,243        93,310       185,309
                                                        -----------   -----------   -----------
Cash at end of year...................................  $    93,310   $   185,309   $   350,003
                                                        ===========   ===========   ===========
</TABLE>
    
 
   
          See accompanying notes to consolidated financial statements.
    
 
                                       F-6
<PAGE>   55
 
   
                      BEARCOM GROUP, INC. AND SUBSIDIARIES
    
 
   
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    
   
                         APRIL 30, 1996, 1997 AND 1998
    
 
   
(1) GENERAL AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
    
 
   
  (a) General
    
 
   
     BearCom Group, Inc. (formerly BearCom, Inc.), and subsidiaries (the
"Company"), is the surviving company resulting from the merger of Page-Com, Inc.
("Page-Com") and Bear Communications, Inc. ("Bear Communications") on December
27, 1995 (see note 2). The Company is principally in the business of selling and
renting site-based two-way radios, pagers and other wireless communication
equipment to customers throughout the United States, as well as a number of
foreign countries.
    
 
   
     The consolidated financial statements include BearCom Group, Inc. and its
subsidiaries. All significant intercompany accounts and transactions have been
eliminated in consolidation.
    
 
   
  (b) Inventory
    
 
   
     Inventory consists primarily of two-way radios and accessories and is
stated at the lower of average cost or market. Inventory is stated net of
reserves for obsolete items of $196,413 and $555,312 at April 30, 1997 and 1998,
respectively.
    
 
   
  (c) Fixed Assets
    
 
   
     Fixed assets are stated at cost. Depreciation is provided using the
straight-line method over the estimated useful lives of the related assets,
which range from 3 to 7 years for equipment and fixtures and 20 years for the
building. Rental equipment is depreciated over five years. Leasehold
improvements are amortized on a straight-line basis over the shorter of their
useful life or the related lease term. Renewals and improvements that
significantly add to the productive capacity or extend the useful life of an
asset are capitalized. Repairs and maintenance are charged to expense as
incurred.
    
 
   
  (d) Costs in Excess of Tangible Net Assets Acquired
    
 
   
     Costs in excess of tangible net assets acquired are being amortized using
the straight-line method over an estimated useful life of thirty years. The
Company assesses the recoverability of costs in excess of tangible net assets
acquired by determining whether the amortization of the balance over its
remaining life can be recovered through undiscounted future operating cash flows
of the acquired operation. The amount of impairment, if any, is measured based
on projected discounted future operating cash flows using a discount rate
reflecting the Company's average cost of funds. The assessment of recoverability
will be impacted if estimated future operating cash flows are not achieved.
Costs in excess of tangible net assets acquired are stated net of accumulated
amortization of $98,889 and $329,979 at April 30, 1997 and 1998, respectively.
    
 
   
  (e) Revenue
    
 
   
     The Company records revenue from product sales at the time the related
products are shipped. Sales are recorded net of returns and allowances.
Short-term (i.e., one month or less) rental revenue is recognized upon
completion of the rental contract. Long-term (i.e., over one month) rental
revenue is recognized on a monthly basis. Repair revenue is recognized when the
repair is completed and the equipment is shipped to the
    
 
                                       F-7
<PAGE>   56
   
                      BEARCOM GROUP, INC. AND SUBSIDIARIES
    
 
   
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
    
 
   
customer. The Company provides a sixty-day warranty on repair work, and expenses
costs as incurred as historically the amounts have not been material. The
components of rental and other revenue are as follows:
    
 
   
<TABLE>
<CAPTION>
                                                        YEARS ENDED APRIL 30,
                                               ----------------------------------------
                                                  1996          1997           1998
                                               ----------    -----------    -----------
<S>                                            <C>           <C>            <C>
Rental revenue...............................  $6,374,846    $ 8,511,434    $11,260,915
Repair revenue...............................   2,072,053      2,474,035      6,344,303
Commissions revenue and other................     700,030        792,354      2,867,830
                                               ----------    -----------    -----------
                                               $9,146,929    $11,777,823    $20,473,048
                                               ==========    ===========    ===========
</TABLE>
    
 
   
  (f) Advertising Costs
    
 
   
     The Company expenses the costs of advertising as incurred, except for
direct-response advertising and catalog costs which are capitalized and
amortized over their expected period of future benefit (generally one year).
Direct-response advertising costs consist primarily of the cost of mailing lists
and printing, postage and contract services related to catalogs used to market
the Company's products. Total advertising costs reported as assets included in
"prepaid expenses and other" were $1,413,898 and $1,226,280 at April 30, 1997
and 1998, respectively. Advertising expense was $1,654,995, $1,459,592 and
$2,117,904 for the years ended April 30, 1996, 1997 and 1998, respectively.
    
 
   
  (g) Foreign Currency Translation
    
 
   
     Financial statements of the Company's Australian subsidiary are translated
into U.S. dollars using the exchange rate at each balance sheet date for assets
and liabilities and the average exchange rate for each period for revenues,
expenses and gains and losses. Translation adjustments are reflected as a
component of stockholders' equity. Gains or losses from foreign currency
transactions are included in net income and were insignificant for all years
presented.
    
 
   
  (h) Income Taxes
    
 
   
     Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in income in the
period that includes the enactment date.
    
 
   
  (i) Net Income Per Share
    
 
   
     Basic net income per share is computed by dividing net income by the
weighted average number of common shares outstanding. Diluted net income per
share is computed by dividing net income by the weighted average number of
common shares plus the number of additional shares that would have resulted from
potentially dilutive securities. The Company effected a 643-for-1 stock split on
June 24, 1998. All share and per share information has been retroactively
restated to give effect to the stock split.
    
 
   
     The weighted average number of shares outstanding for the year ended April
30, 1996 was 6,095,848. The weighted average number of shares outstanding for
the years ended April 30, 1997 and 1998 was 6,669,515. The Company's only
potentially dilutive securities related to the stock options exercised in
December 1995, which were not dilutive for the year ended April 30, 1996. There
were no potentially dilutive securities for the years ended April 30, 1997 and
1998.
    
 
                                       F-8
<PAGE>   57
   
                      BEARCOM GROUP, INC. AND SUBSIDIARIES
    
 
   
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
    
 
   
  (j) Statement of Cash Flows Information
    
 
   
     For purposes of the statement of cash flows, the Company considers all
highly liquid investments with original maturities of three months or less to be
cash equivalents. There were no cash equivalents at April 30, 1997 or 1998.
    
 
   
     Supplemental cash flow information related to interest and income taxes
paid follows:
    
 
   
<TABLE>
<CAPTION>
                                                          YEARS ENDED APRIL 30,
                                                   ------------------------------------
                                                      1996         1997         1998
<S>                                                <C>          <C>          <C>
Interest paid....................................  $  547,790   $  595,592   $1,045,117
                                                   ==========   ==========   ==========
Income taxes paid................................  $1,186,517   $2,798,863   $1,316,851
                                                   ==========   ==========   ==========
</TABLE>
    
 
   
     In fiscal 1996, there was a noncash transaction related to the sale of
common stock to an officer of the Company in exchange for a full recourse note
(see note 6). In 1996, the Company entered into capital leases for equipment
totalling $125,955.
    
 
   
  (k) Use of Management Estimates
    
 
   
     The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
    
 
   
  (l) Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed Of
    
 
   
     Long-lived assets are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. Recoverability of assets to be held and used is measured by a
comparison of the carrying amount of an asset to future net cash flows expected
to be generated by the asset. If such assets are considered to be impaired, the
impairment to be recognized is measured by the amount by which the carrying
amount of the assets exceed the fair value of the assets. Assets to be disposed
of are reported at the lower of the carrying amount or fair value less costs to
sell.
    
 
   
(2) MERGER
    
 
   
     On December 27, 1995, Page-Com issued 4,001,710 shares of its common stock
in exchange for all of the outstanding common stock of Bear Communications in a
transaction accounted for as a pooling-of-interests. Accordingly, the
consolidated financial statements for periods prior to the combination have been
restated to combine the accounts and results of operations of Page-Com and Bear
Communications. There were no significant transactions between Page-Com and Bear
Communications prior to the combination.
    
 
   
(3) ACQUISITIONS
    
 
   
     During the years ended April 30, 1997 and 1998, the Company acquired
several communication equipment businesses. Included in these acquisitions was
one significant acquisition, completed in March 1998, in which the Company
acquired the assets of two related entities which sell communications equipment
and is awaiting regulatory approval for the acquisition of a third related
entity (which is individually immaterial). The purchase price of $7,000,000 was
financed through borrowings under the long-term debt arrangement. The agreement
also requires additional consideration be paid over the next two twelve-month
periods ending March 31, 1999 and 2000 equal to fifty percent of the first
$3,000,000 of earnings
    
 
                                       F-9
<PAGE>   58
   
                      BEARCOM GROUP, INC. AND SUBSIDIARIES
    
 
   
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
    
 
   
before interest, taxes, depreciation and amortization ("EBITDA"), as defined,
provided that EBITDA is $2,000,000 or greater, and twenty-five percent of EBITDA
in excess of $3,000,000 without limitation.
    
 
   
     The Company used the purchase method to account for these acquisitions, and
accordingly, the results of operations of the acquired operations have been
included in the Company's consolidated statements of income from the respective
acquisition dates. The fair values assigned to certain assets acquired and
liabilities assumed are based on preliminary estimates which are subject to
change. Management does not expect the estimated values to change materially.
    
 
   
     The fair values assigned to assets acquired and liabilities assumed, net of
cash acquired, are as follows:
    
 
   
<TABLE>
<CAPTION>
                                                               YEARS ENDED APRIL 30,
                                                              ------------------------
                                                                 1997         1998
                                                              ----------   -----------
<S>                                                           <C>          <C>
Net working capital (deficit)...............................  $  (74,000)  $ 3,732,449
Property and equipment......................................      86,000     3,482,074
Costs in excess of tangible net assets acquired.............   1,482,000     8,656,487
                                                              ----------   -----------
                                                              $1,494,000   $15,871,010
                                                              ==========   ===========
</TABLE>
    
 
   
     The acquisitions made during the year ended April 30, 1997 were funded by
approximately $1,074,000 in cash, $120,000 in credit for future purchases and
$300,000 in long-term debt. The acquisitions made during the year ended April
30, 1998 were funded by cash primarily from the Company's line of credit (See
Note 7).
    
 
   
     Unaudited pro forma financial information for the years ended April 30,
1997 and 1998 as though the acquisitions had taken place on May 1, 1996 follows:
    
 
   
<TABLE>
<CAPTION>
                                                              YEARS ENDED APRIL 30
                                                          ----------------------------
                                                              1997            1998
<S>                                                       <C>             <C>
Revenues................................................  $129,984,000    $149,083,000
Net income..............................................     2,898,000       3,945,000
Earnings per share:
  Basic.................................................           .48             .59
  Diluted...............................................           .48             .59
</TABLE>
    
 
   
     The pro forma financial information is for informational purposes only and
may not necessarily reflect the results of operations of the combined entity had
the acquired businesses operated as a whole for the periods presented.
    
 
   
(4) RECEIVABLES
    
 
   
<TABLE>
<CAPTION>
                                                                      APRIL 30
                                                              ------------------------
                                                                 1997         1998
<S>                                                           <C>          <C>
Trade.......................................................  $8,810,525   $19,321,283
Federal income taxes........................................      57,975             -
State income taxes..........................................     117,184        86,152
Other.......................................................     229,787       274,439
                                                              ----------   -----------
                                                               9,215,471    19,681,874
Less allowance for doubtful accounts........................     361,436     1,475,263
                                                              ----------   -----------
                                                              $8,854,035   $18,206,611
                                                              ==========   ===========
</TABLE>
    
 
                                      F-10
<PAGE>   59
   
                      BEARCOM GROUP, INC. AND SUBSIDIARIES
    
 
   
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
    
 
   
(5) FIXED ASSETS
    
 
   
<TABLE>
<CAPTION>
                                                                      APRIL 30
                                                              ------------------------
                                                                 1997         1998
<S>                                                           <C>          <C>
Land and building...........................................  $       --   $   820,919
Equipment and fixtures......................................   3,472,650     5,041,046
Rental equipment............................................   5,181,432     8,085,889
Leasehold improvements......................................     304,376       332,987
                                                              ----------   -----------
                                                               8,958,458    14,280,841
Less accumulated depreciation...............................   4,672,756     6,533,306
                                                              ----------   -----------
                                                              $4,285,702   $ 7,747,535
                                                              ==========   ===========
</TABLE>
    
 
   
(6) RELATED PARTY TRANSACTIONS
    
 
   
     The Company has notes and interest receivable from a shareholder/officer
related to cash advances of $656,281 and $753,266 at April 30, 1997 and 1998,
respectively. The notes bear interest at 7% with all unpaid interest and
principal due in May 1999. The notes are secured by 142,746 shares of the
Company's common stock. In a separate transaction, this officer exercised
options in December 1995 to acquire 666,791 shares of Page-Com's common stock at
a price of $1.40 per share. The options were granted in April 1992. The exercise
of the options was funded by a full recourse loan from the Company of $933,300
bearing interest at 7% and due in April 1999. The Company has no other options
outstanding.
    
 
   
     On April 28, 1995, the Company sold land and a building to an employee who
was the former owner of Page-Com in exchange for a note receivable of $325,000
bearing interest at 9%. The note and accrued interest are due on April 28, 2000
and are secured by a first lien on the property. The Company has agreed to
reduce the outstanding balance of the note, and related accrued interest, by 20%
per year as long as this employee stays in the employment of the Company. As a
result, the note receivable and related interest are being charged to
compensation expense over a five-year period. Compensation expense of $94,250
was recognized pursuant to this transaction for each of the years ended April
30, 1996, 1997 and 1998.
    
 
   
     The Company rents its Costa Mesa, California office from an affiliated
partnership pursuant to a verbal arrangement. Total rent paid to the partnership
was $112,816, $94,740 and $64,740 for the years ended April 30, 1996, 1997 and
1998, respectively. The Company guarantees payment of two promissory notes
totalling $820,000 that are secured by this property.
    
 
   
(7) LONG-TERM DEBT
    
 
   
     Long-term debt at April 30, 1997 and 1998 consists of the following:
    
 
   
<TABLE>
<CAPTION>
                                                                      APRIL 30
                                                              ------------------------
                                                                 1997         1998
<S>                                                           <C>          <C>
Revolving line of credit....................................  $7,964,010   $21,854,132
Acquisition line of credit..................................   1,180,000            --
Term note...................................................          --     4,479,167
Note payable, interest at 8.5%, due in annual installments
  through June 2000.........................................     300,000       237,977
Automobile loans, interest ranging 8.5% to 14%, due in
  monthly installments through December 2000................      60,502        18,885
                                                              ----------   -----------
                                                               9,504,512    26,590,161
Less current maturities.....................................     105,773     1,348,880
                                                              ----------   -----------
                                                              $9,398,739   $25,241,281
                                                              ==========   ===========
</TABLE>
    
 
                                      F-11
<PAGE>   60
                      BEARCOM GROUP, INC. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
   
     The Company has a credit agreement with a bank (the "Senior Bank
Facility"), as amended on March 27, 1998, which provides for borrowings of up to
$30,000,000 in the form of a $25,000,000 working capital line of credit
("revolving line of credit") and a $5,000,000 term note. The revolving line of
credit is due on November 5, 1999 and bears interest at either an adjusted LIBOR
rate (5.66% at April 30, 1998) plus 1.25% or at the bank's prime rate (8.5% at
April 30, 1998). At the request of the Company, the bank may issue letters of
credit to the Company's vendors for the acquisition of inventory. The aggregate
outstanding amount of any letters of credit constitute a portion of the
revolving line of credit and shall not exceed $2,000,000. The actual amount
available to the Company on a daily basis under its revolving line of credit is
based on the "free cash flow" of the Company as defined by the agreement. The
term note is due in equal monthly installments through November 5, 2001 and
bears interest at either an adjusted LIBOR rate plus 1.35% or at the bank's
prime rate. Borrowings under the Senior Credit Facility are secured by
substantially all the assets of the Company.
    
 
   
     The Senior Bank Facility agreement restricts the Company's ability to issue
or redeem capital stock, incur additional debt and pay dividends. It also
requires the Company to maintain financial ratios including minimum working
capital (as defined) of $12.0 million, not less than $1,000 of quarterly net
income, and a ratio of debt (as defined) to tangible net worth (as defined) of
not less than 2:1. On June 17, 1998, the Senior Bank Facility was amended such
that for periods subsequent to July 31, 1998, failure to meet the ratio of debt
to tangible net worth is not an event of default, but may result in an increase
in interest rates. The fair market value of the note payable to bank is
estimated to approximate the related book value based on current market rates.
    
 
   
     Scheduled debt maturities (excluding capital leases) subsequent to April
30, 1998 are as follows: $1,348,880 in 1999, $23,187,113 in 2000, $1,325,000 in
2001, and $729,168 in 2002.
    
 
   
(8) LEASES
    
 
   
     The Company leases certain of its operating facilities and equipment under
both capital and operating leases. At April 30, 1998, minimum rental payments
under these leases are as follows:
    
 
   
<TABLE>
<CAPTION>
                    YEAR ENDED APRIL 30                       CAPITAL    OPERATING
<S>                                                           <C>        <C>
1999........................................................  $101,995   $1,043,933
2000........................................................    73,944      539,797
2001........................................................    42,579      343,033
2002........................................................    33,958       63,196
2003........................................................        --
                                                              --------
          Total minimum payments due........................   252,476
Less amount representing interest...........................    54,920
                                                              --------
          Present value of minimum lease payments...........   197,556
Less current maturities of obligations under capital
  leases....................................................    77,213
                                                              --------
Obligations under capital leases, less current maturities...  $120,343
                                                              ========
</TABLE>
    
 
   
     At April 30, 1997 and 1998, equipment and fixtures and related accumulated
amortization recorded under capital leases were as follows:
    
 
   
<TABLE>
<CAPTION>
                                                                   APRIL 30,
                                                              -------------------
                                                                1997       1998
<S>                                                           <C>        <C>
Equipment and fixtures......................................  $372,282   $486,390
Less accumulated amortization...............................   198,206    272,662
                                                              --------   --------
                                                              $174,076   $213,728
                                                              ========   ========
</TABLE>
    
 
                                      F-12
<PAGE>   61
   
                      BEARCOM GROUP, INC. AND SUBSIDIARIES
    
 
   
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
    
 
   
     Rental expense under operating leases was $500,525, $594,329 and $844,869
for the years ended April 30, 1996, 1997 and 1998, respectively.
    
 
   
(9) INCOME TAXES
    
 
   
     Income tax expense for the years ended April 30, 1996, 1997 and 1998
consists of:
    
 
   
<TABLE>
<CAPTION>
                                                                APRIL 30,
                                                   ------------------------------------
                                                      1996         1997         1998
<S>                                                <C>          <C>          <C>
Current:
  Federal........................................  $1,511,129   $1,627,956   $1,733,309
  Foreign........................................          --           --       82,927
  State..........................................     150,428      177,231      268,190
                                                   ----------   ----------   ----------
                                                    1,661,557    1,805,187    2,084,426
Deferred.........................................    (488,222)    (620,141)    (548,315)
                                                   ----------   ----------   ----------
                                                   $1,173,335   $1,185,046   $1,536,111
                                                   ==========   ==========   ==========
</TABLE>
    
 
   
     Actual income tax expense differs from "expected" income tax expense
computed by applying the U.S. federal corporate tax rate of 34% to income before
income taxes as follows:
    
 
   
<TABLE>
<CAPTION>
                                                                APRIL 30,
                                                   ------------------------------------
                                                      1996         1997         1998
<S>                                                <C>          <C>          <C>
Expected tax expense.............................  $1,026,828   $1,049,699   $1,375,573
State income taxes, net of federal benefit.......      99,282      116,972      177,005
Other............................................      47,225       18,375      (16,467)
                                                   ----------   ----------   ----------
Actual tax expense...............................  $1,173,335   $1,185,046   $1,536,111
                                                   ==========   ==========   ==========
</TABLE>
    
 
   
     The tax effects of temporary differences that give rise to significant
portions of deferred tax assets and liabilities at April 30, 1997 and 1998 are
as follows:
    
 
   
<TABLE>
<CAPTION>
                                                                   APRIL 30,
                                                              -------------------
                                                                1997       1998
<S>                                                           <C>        <C>
Deferred tax assets:
  Allowance for doubtful accounts...........................  $140,960   $411,821
  Inventory obsolescence reserve............................    76,601    188,031
  Other.....................................................    24,319     62,011
                                                              --------   --------
          Total gross deferred tax assets...................   241,880    661,863
                                                              --------   --------
Deferred tax liabilities:
  Fixed assets..............................................   203,206    279,128
  Prepaid expenses and other................................   582,537    511,961
  Unapplied receipts........................................   157,078     23,400
                                                              --------   --------
          Total gross deferred tax liabilities..............   942,821    814,489
                                                              --------   --------
          Net deferred tax liability........................  $700,941   $152,626
                                                              ========   ========
</TABLE>
    
 
   
     No valuation allowances were considered necessary at April 30, 1997 or 1998
as management believes it is more likely than not that the existing deductible
temporary differences will be offset by future reversals of differences
generating taxable income.
    
 
                                      F-13
<PAGE>   62
   
                      BEARCOM GROUP, INC. AND SUBSIDIARIES
    
 
   
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
    
 
   
(10) BUSINESS AND CREDIT CONCENTRATIONS
    
 
   
     The Company's customers are located primarily throughout the United States.
The Company had no customers who accounted for more than 10% of consolidated
sales in 1996, 1997 or 1998.
    
 
   
     Substantially all of the Company's sales are made on credit. The Company
evaluates credit risks on an individual basis before extending credit to its
customers, and it believes the allowance for doubtful accounts adequately
provides for loss or uncollectible accounts.
    
 
   
(11) EMPLOYEE BENEFITS PLAN
    
 
   
     The Company maintains a 401(k) profit sharing plan for substantially all
employees. Effective February 1, 1996, the Company matches 75% of employee
contributions up to 5% of their compensation. Prior to February 1, 1996,
Page-Com matched 100% and Bear Communications matched 50% of employee
contributions up to 5% of their compensation. Company contributions of $198,599,
$240,977 and $312,389 for the years ended April 30, 1996, 1997 and 1998,
respectively, were charged to expense.
    
 
                                      F-14
<PAGE>   63
 
   
                                  SCHEDULE II
                      BEARCOM GROUP, INC. AND SUBSIDIARIES
    
 
   
                       VALUATION AND QUALIFYING ACCOUNTS
    
 
   
<TABLE>
<CAPTION>
                                      BALANCE AT                 CHARGED TO     DEDUCTIONS    BALANCE AT
                                      BEGINNING    CHARGED TO       OTHER       (PRIMARILY      END OF
            DESCRIPTION               OF PERIOD     EARNINGS     ACCOUNTS(1)    WRITE-OFFS)      YEAR
<S>                                   <C>          <C>          <C>             <C>           <C>
Year ended April 30, 1996:
  Allowance for doubtful accounts...   $ 58,000     $234,216      $     --       $142,216     $  150,000
                                       ========     ========      ========       ========     ==========
  Reserve for inventory
     obsolescence...................    230,000      422,016            --        372,038        279,978
                                       ========     ========      ========       ========     ==========
  Accumulated amortization..........     53,085       12,755            --             --         65,840
                                       ========     ========      ========       ========     ==========
Year ended April 30, 1997:
  Allowance for doubtful accounts...   $150,000     $404,590      $     --       $193,154     $  361,436
                                       ========     ========      ========       ========     ==========
  Reserve for inventory
     obsolescence...................    279,978           --            --         83,565        196,413
                                       ========     ========      ========       ========     ==========
  Accumulated amortization..........     65,840       33,049            --             --         98,889
                                       ========     ========      ========       ========     ==========
Year ended April 30, 1998:
  Allowance for doubtful accounts...   $361,436     $858,185      $779,000       $523,358     $1,475,263
                                       ========     ========      ========       ========     ==========
  Reserve for inventory
     obsolescence...................    196,413      342,565       381,153        364,819        555,312
                                       ========     ========      ========       ========     ==========
  Accumulated amortization..........     98,889      231,090            --             --        329,979
                                       ========     ========      ========       ========     ==========
</TABLE>
    
 
---------------
 
   
(1) Represents amounts assumed as a result of acquisitions.
    
 
                                      F-15
<PAGE>   64
 
                          INDEPENDENT AUDITORS' REPORT
 
To the Board of Directors and Stockholders
of Condor Communications, Inc. and Affiliates
Miami, Florida
 
   
     We have audited the accompanying combined balance sheets of Condor
Communications, Inc., and affiliates as of December 31, 1996 and 1997 and the
related combined statements of operations, stockholders' equity, and cash flows
for the years ended December 31, 1995, 1996 and 1997. The combined financial
statements include the financial statements of Condor Communications, Inc.,
Condor Communications, Ltd., Condor East, Spol, s.r.o., and Condor CZ, s.r.o.,
which are related through common ownership and management. These combined
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these combined financial statements
based on our audit.
    
 
   
     We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
    
 
   
     In our opinion, the combined financial statements referred to above present
fairly, in all material respects, the combined financial position of Condor
Communications, Inc., Condor Communications, Ltd., Condor East, Spol, s.r.o. and
Condor CZ, s.r.o. as of December 31, 1996 and 1997, and the combined results of
their operations and their cash flows for the three-year period ended December
31, 1997, in conformity with generally accepted accounting principles.
    
 
   
     The combined financial statements as of March 31, 1998 and for the three
months ended March 31, 1997 and 1998 were reviewed by us, and our report
thereon, dated June 19, 1998 stated we were not aware of any material
modifications that should be made to those statements for them to be in
conformity with generally accepted accounting principles. However, a review is
substantially less in scope than an audit and does not provide a basis for the
expression of an opinion on the financial statements taken as a whole.
    
 
                                            SAENZ, ROBLEDO, SAX & COMPANY, P.A.
 
Miami, Florida
May 8, 1998
 
                                      F-16
<PAGE>   65
 
                   CONDOR COMMUNICATIONS, INC. AND AFFILIATES
 
                            COMBINED BALANCE SHEETS
 
   
                                     ASSETS
    
 
   
<TABLE>
<CAPTION>
                                                                DECEMBER 31           MARCH 31
                                                          ------------------------   -----------
                                                             1996          1997         1998
                                                                                     (UNAUDITED)
<S>                                                       <C>           <C>          <C>
Current Assets:
  Cash..................................................  $   174,757   $   90,119   $  806,928
  Receivables, net of allowance of $614,669 and $779,002
     at December 31, 1996 and 1997, and 779,002 at March
     31, 1998, respectively.............................    4,327,964    3,998,455    2,603,908
  Advances to suppliers.................................      365,081      309,497      163,599
  Inventory.............................................    1,861,621    1,685,915    3,422,609
  Prepaid expenses......................................           --        3,288       43,854
                                                          -----------   ----------   ----------
          Total current assets..........................    6,729,423    6,087,274    7,040,898
                                                          -----------   ----------   ----------
  Fixed assets, net.....................................      852,282      951,688      927,587
  Investment in subsidiary..............................      211,108      231,233      231,234
  Other assets..........................................        4,800        4,800        4,996
                                                          -----------   ----------   ----------
                                                          $ 7,797,613   $7,274,995   $8,204,715
                                                          ===========   ==========   ==========
 
                              LIABILITIES AND STOCKHOLDERS' EQUITY
 
Current Liabilities:
  Accounts payable......................................  $ 2,113,832   $1,914,823   $2,168,849
  Revolving line of credit..............................           --      285,000      723,216
  Current maturities of obligations under capital
     leases.............................................           --       16,853       17,754
  Customer deposits.....................................      359,932      903,516       82,678
                                                          -----------   ----------   ----------
          Total current liabilities.....................    2,473,764    3,120,192    2,992,497
                                                          -----------   ----------   ----------
Obligations under capital leases, less current
  maturities............................................           --       86,728       81,937
Stockholders' equity:
  Common stock, $1 par value; authorized 10,700 shares;
     9,600 and 9,700 shares issued and outstanding at
     December 31, 1996 and 1997, and 9,700 at March 31,
     1998, respectively.................................        9,600        9,700        9,700
  Additional paid in capital............................        4,354      174,254      174,254
  Retained earnings.....................................    5,309,895    3,884,121    4,946,327
                                                          -----------   ----------   ----------
          Total stockholders' equity....................    5,323,849    4,068,075    5,130,281
                                                          -----------   ----------   ----------
                                                          $ 7,797,613   $7,274,995   $8,204,715
                                                          ===========   ==========   ==========
</TABLE>
    
 
                 See accompanying notes to financial statements
 
                                      F-17
<PAGE>   66
 
                   CONDOR COMMUNICATIONS, INC. AND AFFILIATES
 
                       COMBINED STATEMENTS OF OPERATIONS
 
   
<TABLE>
<CAPTION>
                                                                               THREE MONTHS
                                      YEARS ENDED DECEMBER 31           ENDED MARCH 31 (UNAUDITED)
                              ---------------------------------------   ---------------------------
                                 1995          1996          1997           1997           1998
<S>                           <C>           <C>           <C>           <C>            <C>
Sales.......................  $43,471,880   $45,528,871   $50,681,105   $10,504,327    $12,776,582
Cost of sales...............   38,518,198    38,401,802    44,964,247     9,288,972     10,614,103
                              -----------   -----------   -----------   -----------    -----------
  Gross profit..............    4,953,682     7,127,068     5,716,858     1,215,355      2,162,479
Selling, general and
  administrative expenses...    4,523,860     4,397,238     4,679,759     1,493,195        691,958
                              -----------   -----------   -----------   -----------    -----------
  Operating income..........      429,822     2,729,830     1,037,099      (277,840)     1,470,521
Interest expense............           --         1,003            --         2,252         16,227
Other (income) expense,
  net.......................      (23,705)      (99,822)      230,717        54,955        249,145
                              -----------   -----------   -----------   -----------    -----------
  Net income (loss).........  $   453,527   $ 2,828,649   $ 1,267,816   $  (335,047)   $ 1,205,149
                              ===========   ===========   ===========   ===========    ===========
</TABLE>
    
 
                See accompanying notes to financial statements.
 
                                      F-18
<PAGE>   67
 
                   CONDOR COMMUNICATIONS, INC. AND AFFILIATES
 
                  COMBINED STATEMENTS OF STOCKHOLDERS' EQUITY
   
  FOR THE YEARS ENDED DECEMBER 31, 1995, 1996 AND 1997 AND THREE MONTHS ENDED
                                 MARCH 31, 1998
    
 
   
<TABLE>
<CAPTION>
                                                                                            TOTAL
                                                        ADDITIONAL PAID    RETAINED     STOCKHOLDERS'
                                         COMMON STOCK     IN CAPITAL       EARNINGS        EQUITY
<S>                                      <C>            <C>               <C>           <C>
Balance at December 31, 1994..........      $9,600         $  4,354       $ 4,979,134    $ 4,993,088
Net income............................          --               --           453,527        453,527
Distributions.........................          --               --        (1,232,293)    (1,232,293)
                                            ------         --------       -----------    -----------
Balance at December 31, 1995..........       9,600            4,354         4,200,368      4,214,322
Net income............................          --               --         2,828,649      2,828,649
Distributions.........................          --               --        (1,719,121)    (1,719,121)
                                            ------         --------       -----------    -----------
Balance at December 31, 1996..........       9,600            4,354         5,309,896      5,323,850
Net income............................          --               --         1,267,816      1,267,816
Issuance of common stock..............         100          169,900                --        170,000
Distributions.........................          --               --        (2,693,591)    (2,693,591)
                                            ------         --------       -----------    -----------
Balance at December 31, 1997..........      $9,700         $174,254       $ 3,884,121    $ 4,068,075
Net income (unaudited)................          --               --         1,205,149      1,205,149
Distributions (unaudited).............          --               --          (142,943)      (142,943)
                                            ------         --------       -----------    -----------
Balance at March 31, 1998
  (unaudited).........................      $9,700         $174,254       $ 4,946,327    $ 5,130,281
                                            ======         ========       ===========    ===========
</TABLE>
    
 
                See accompanying notes to financial statements.
 
                                      F-19
<PAGE>   68
 
                   CONDOR COMMUNICATIONS, INC. AND AFFILIATES
 
                       COMBINED STATEMENTS OF CASH FLOWS
   
    
 
   
<TABLE>
<CAPTION>
                                                                                           THREE MONTHS ENDED MARCH 31
                                                         YEARS ENDED DECEMBER 31                   (UNAUDITED)
                                                 ---------------------------------------   ---------------------------
                                                    1995          1996          1997           1997           1998
<S>                                              <C>           <C>           <C>           <C>            <C>
Cash flows from operating activities:
Net income (loss)..............................  $   453,527   $ 2,828,649   $ 1,267,816   $  (335,047)   $ 1,205,149
Adjustments to reconcile net income to net cash
  provided by operating activities:
  Depreciation and amortization expense........      136,722       161,026       210,788        42,460         37,882
  Changes in operating assets and liabilities:
     Receivables...............................     (146,234)   (1,790,483)     (329,509)    1,773,726      1,394,547
     Advances to suppliers.....................      258,482      (360,316)       55,584       249,903        145,898
     Inventory.................................     (465,940)    1,139,517       175,706      (877,580)    (1,736,694)
     Prepaid expenses..........................       (4,822)           --        (3,288)           --        (40,566)
     Accounts payable..........................      575,344       322,684      (199,001)        2,853        254,026
     Customer deposits.........................      178,829      (126,397)      543,584      (148,513)      (820,838)
                                                 -----------   -----------   -----------   -----------    -----------
          Net cash provided by operating
            activities.........................      985,908     2,174,680     2,380,690       707,802        439,404
Cash flows from investing activities:
  Additions to fixed assets....................     (173,834)     (232,420)     (206,633)       (1,744)       (18,142)
  Investment in subsidiary.....................           --      (211,108)      (20,104)           --            470
  Increase in other assets.....................         (300)       (2,000)           --        (1,969)          (196)
                                                 -----------   -----------   -----------   -----------    -----------
          Net cash used in investing
            activities.........................     (174,134)     (445,528)     (226,737)       (3,713)       (17,868)
Cash flows from financing activities:
  Borrowings on line of credit.................      200,000            --       574,763       124,762        438,216
  Repayments on line of credit.................      (30,000)     (170,000)     (289,763)           --             --
  Issuance of common stock.....................           --            --       170,000            --             --
     Distributions to stockholders.............   (1,232,293)   (1,719,121)   (2,693,591)     (476,000)      (142,943)
                                                 -----------   -----------   -----------   -----------    -----------
          Net cash used in financing
            activities.........................   (1,062,293)   (1,889,121)   (2,238,591)     (351,238)       295,273
Net decrease in cash...........................     (250,519)     (159,969)      (84,638)      352,851        716,809
Cash at beginning of period....................      585,245       334,726       174,757       174,757         90,119
                                                 -----------   -----------   -----------   -----------    -----------
Cash at end of period..........................  $   334,726   $   174,757   $    90,119   $   527,608    $   806,928
                                                 ===========   ===========   ===========   ===========    ===========
</TABLE>
    
 
                See accompanying notes to financial statements.
 
                                      F-20
<PAGE>   69
 
                   CONDOR COMMUNICATIONS, INC. AND AFFILIATES
 
                     NOTES TO COMBINED FINANCIAL STATEMENTS
   
    FOR THE YEARS ENDED DECEMBER 31, 1995, 1996 AND 1997 AND MARCH 31, 1998
    
 
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
     This summary of significant accounting policies of Condor Communications,
Inc. and affiliated companies (the "Group") is presented to assist in
understanding the Group's financial statements. The financial statements and
notes are representations of the Group's management who is responsible for their
integrity and objectivity. These accounting policies conform to generally
accepted accounting principles and have been consistently applied in the
preparation of the financial statements.
 
BUSINESS ACTIVITY
 
     The Group is principally engaged in the sale of site-based two way radios
and other wireless communication equipment.
 
BASIS OF COMBINATION
 
   
     The combined financial statements include the accounts of Condor
Communications, Inc., Condor Communications, Ltd., Condor East, Spol, s.r.o.,
and Condor CZ, s.r.o., which are related through common ownership and
management. All significant intercompany accounts and transactions have been
eliminated in combination.
    
 
USE OF ESTIMATES
 
     The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect certain reported amounts and disclosures. Accordingly,
actual results could differ from those estimates.
 
CASH EQUIVALENTS
 
   
     Securities with maturities of three months or less when purchased are
treated as cash equivalents in presenting the statement of cash flows. There
were no cash equivalents at December 31, 1996 and 1997 or March 31, 1998.
    
 
   
     Non-cash transactions consist of a capital lease obligation in the amount
of $114,108 entered into for the purchase of equipment in 1997.
    
 
INVENTORY
 
   
     Inventory consists primarily of two-way radios and accessories and is
stated at the lower of cost or market. Inventory is stated net of reserves for
obsolete items of $268,167 and $377,493 at December 31, 1996 and 1997, and
$881,748 at March 31, 1998, respectively.
    
 
FIXED ASSETS
 
     Property and equipment are stated at cost, and depreciation is provided
principally using accelerated methods over the useful lives of the respective
assets. Maintenance and repairs are charged to expense as incurred, and major
improvements are capitalized. Upon retirement, sale or other disposition of
property and equipment, the cost and accumulated depreciation are removed from
the accounts and any gain or loss is included in the results of operations.
 
                                      F-21
<PAGE>   70
                   CONDOR COMMUNICATIONS, INC. AND AFFILIATES
 
             NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
 
   
     The estimated useful lives of major asset classes are as follows:
    
 
<TABLE>
<S>                                                           <C>
Furniture and Fixtures......................................     7 years
Computer Equipment..........................................     5 years
Machinery and Equipment.....................................     5 years
Transportation Equipment....................................     5 years
Buildings...................................................  31.5 years
Building Improvements.......................................  31.5 years
</TABLE>
 
   
     Depreciation and amortization expense was $136,722, $161,026 and $210,788
in 1995, 1996 and 1997 and $42,460 and $37,882 for the three months ended March
31, 1997 and 1998, respectively.
    
 
REVENUE
 
     The Group records revenue from product sales at the time the related
products are shipped. Sales are recorded net of returns and allowances.
 
   
FOREIGN CURRENCY TRANSLATION
    
 
   
     Financial statements of the combined entities for Condor East, Spol, s.r.o.
and Condor C2, s.r.o. are translated into U.S. dollars using the exchange rate
at each balance sheet date. The resulting translation gain or loss is immaterial
and has been historically classified as accounts payable. Gains or losses from
foreign currency transactions are immaterial and have been included in net
income.
    
 
   
IMPAIRMENT OF LONG LIVED ASSETS AND LONG LIVED ASSETS TO BE DISPOSED OF
    
 
     Long-lived assets are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not recoverable.
Recoverability of assets to be held and used is measured by a comparison of the
carrying amount of an asset to future net cash flows expected to be generated by
the asset. If such assets are considered to be impaired, the impairment to be
recognized is measured by the amount by which the carrying amount of the assets
exceeds the fair value of the assets. Assets to be disposed of are reported at
the lower of the carrying amount or fair value less costs to sell.
 
NOTE 2:  FIXED ASSETS
 
   
     Fixed assets are comprised of the following:
    
 
   
<TABLE>
<CAPTION>
                                                         DECEMBER 31
                                                    ----------------------    MARCH 31
                                                      1996         1997         1998
                                                    ---------    ---------    ---------
<S>                                                 <C>          <C>          <C>
Land..............................................    137,374      137,374      137,374
Buildings.........................................    265,006      435,006      435,006
Building Improvements.............................    144,719      144,719      144,719
Furniture and Fixtures............................    160,761      162,064      162,064
Office and Computer Equipment.....................    217,090      241,614      259,756
Transportation Equipment..........................     60,008       60,008       60,008
Machinery and Equipment...........................    474,781      589,168      589,168
                                                    ---------    ---------    ---------
                                                    1,459,739    1,769,953    1,788,095
Accumulated Depreciation..........................   (607,457)    (810,316)    (860,508)
                                                    ---------    ---------    ---------
                                                      852,282      959,637      927,587
                                                    =========    =========    =========
</TABLE>
    
 
                                      F-22
<PAGE>   71
                   CONDOR COMMUNICATIONS, INC. AND AFFILIATES
 
             NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
 
NOTE 3:  INVESTMENT IN SUBSIDIARY
 
   
     In 1996, Condor Communications, Ltd. invested in a 50% equity interest in
Condor Telecommunications, S.A., a corporation incorporated under the laws of
Venezuela. This investment is accounted for using the equity method of
accounting, and the Group's income from this subsidiary was not material for the
years ended December 31, 1996 and 1997 or the three months ended March 31, 1998.
There are no differences between the carrying value of this investment and
Condor's equity in the net assets of the investee. There is no market quote for
this investment and no known material contingencies of the investee.
    
 
NOTE 4: INCOME TAXES
 
     Condor Communications, Inc., the principal operating company within the
Group, has elected to be taxed under the Internal Revenue Code to be an S
Corporation. In lieu of corporate income taxes, the shareholders of an S
Corporation are taxed on their proportionate share of the company's taxable
income. Accordingly, provisions for income taxes have not been made on its
earnings. The affiliated companies in the Group serve as distribution channels
and either do not have material net earnings over the three year period ended
December 31, 1997 or operate out of a tax haven with no corporate income taxes.
As a consequence, no provision for income taxes has been made in the combined
financial statements.
 
NOTE 5: REVOLVING LINE OF CREDIT
 
   
     Revolving line of credit consists of the following:
    
 
   
<TABLE>
<CAPTION>
                                                             DECEMBER 31
                                                           ---------------   MARCH 31,
                                                           1996     1997       1998
                                                           ----   --------   ---------
<S>                                                        <C>    <C>        <C>
8.50% demand note payable...............................   $ --   $285,000   $723,216
                                                           ====   ========   ========
</TABLE>
    
 
     Condor Communications, Inc. has a revolving line of credit facility with a
bank funded with a demand note payable that provides for borrowing in the amount
of $2,000,000 of which $1,715,000 was unused at December 31, 1997. Bank advances
on the credit line bear interest at the bank's base (prime) rate. The revolving
line of credit is due May 31, 1998, is annually renewable, and is collateralized
by substantially all corporate assets and a personal guarantee from Condor
Communications, Inc.'s stockholders.
 
     Condor East, s.r.o. has a short-term line of credit in the amount of
$289,000 to back letters of guarantee issued to the Czech customs authorities.
There have been no drawings on the facility to date, and it is secured with a
guarantee of repayment by Condor Communications, Inc. to the issuing bank.
 
NOTE 6: LEASES
 
     The Group leases certain machinery and equipment under a capital lease. The
economic substance of the lease is that the Group is financing the acquisition
of the assets through the lease, and accordingly it is
 
                                      F-23
<PAGE>   72
                   CONDOR COMMUNICATIONS, INC. AND AFFILIATES
 
             NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
 
   
recorded in the Group's assets and liabilities. At March 31, 1998, minimum
rental payments required under the lease together with their present value are
as follows:
    
 
   
<TABLE>
<CAPTION>
                    YEAR ENDED MARCH 31
                    -------------------
<S>                                                             <C>
1999........................................................    $ 37,044
2000........................................................      37,044
2001........................................................      37,044
2002........................................................      33,957
                                                                --------
          Total minimum payments due........................     145,089
Less amount representing interest...........................      45,398
                                                                --------
          Present value of minimum lease payments...........      99,691
Less current maturities of obligations under capital
  leases....................................................      17,754
                                                                --------
Obligations under capital leases, less current maturities...    $ 81,937
                                                                --------
</TABLE>
    
 
     At December 31, 1997, $114,108 in machinery and equipment and related
accumulated amortization (over a five year life) of $38,036 are included in
property and equipment.
 
   
     The Group also leases certain of its office equipment under operating
leases with non-cancelable terms of under one year. Rental expense under
operating leases was $13,982, $21,045 and $57,504 for the years ended December
31, 1995, 1996 and 1997, and $9,640 and $5,638 for the three months ended March
31, 1997 and 1998, respectively.
    
 
NOTE 7: CONTINGENCIES
 
   
     The Group carries insurance to cover its property and equipment, and
inventory with coverage limits which are well below the fair value of these
assets at December 31, 1997 and March 31, 1998.
    
 
     Condor East, s.r.o. is contingently liable for customs import duties
(assessed at 100% of importation value) or fines thereon relating to inventory
on hand in excess of a $588,000 customs guarantee bond. At December 31, 1997
inventory on hand exceeded the guarantee by approximately $240,000.
 
NOTE 8: BUSINESS AND CREDIT CONCENTRATIONS
 
     The Group purchases substantially all of its inventory from Motorola, Inc.
and is economically dependent on that vendor for favorable trade terms as well
as products for sale.
 
     The Group transacts most of its business with customers located in Latin
American and Eastern Europe. Accordingly, the Group's business may be affected
by political and economic changes in the regions. The Group had no customers who
accounted for more than 10% of consolidated sales in 1995, 1996 or 1997.
 
   
     The Group maintains substantially all cash balances at one bank. Cash
balances in excess of federal insurance limits were $391,690 at December 31,
1997 and $1,277,032 and March 31, 1998.
    
 
NOTE 9: SUBSEQUENT EVENTS
 
     In March 1998, all assets and operations of the continued entity were sold
to an unrelated party. The Group also settled certain claims that arose from
agency agreements for a total of $420,000.
 
                                      F-24
<PAGE>   73
 
   
                   CONDOR COMMUNICATIONS, INC. AND AFFILIATES
    
   
                     NOTES TO COMBINED FINANCIAL STATEMENTS
    
   
              FOR THE YEARS ENDED DECEMBER 31, 1995, 1996 AND 1997
    
 
   
                                   EXHIBIT A
    
   
     INFORMATION ABOUT THE GROUP'S OPERATIONS IN DIFFERENT GEOGRAPHIC AREAS
    
   
                        FOR THE YEARS ENDED DECEMBER 31
    
 
   
<TABLE>
<CAPTION>
                                                                        ASIA
                           UNITED      LATIN AMERICA                    AND
                           STATES      AND CARIBBEAN     EUROPE        AFRICA     CORPORATE    COMBINED
                         -----------   -------------   -----------   ----------   ---------   -----------
<S>                      <C>           <C>             <C>           <C>          <C>         <C>
1997:
  Sales to unaffiliated
     customers.........  $15,505,545    $25,872,678    $ 8,047,408   $1,255,474               $50,681,105
                         ===========    ===========    ===========   ==========   ========    ===========
  Operating Income
     (loss)............  $   (75,704)   $   817,570    $   254,296   $   40,937               $ 1,037,099
                         ===========    ===========    ===========   ==========   ========    ===========
  Identifiable
     Assets............  $ 1,367,577    $ 2,858,245    $ 2,727,820           --    321,353    $ 7,274,995
                         ===========    ===========    ===========   ==========   ========    ===========
1996:
  Sales to unaffiliated
     customers.........  $14,937,198    $15,982,605    $12,188,281   $2,420,787               $45,528,871
                         ===========    ===========    ===========   ==========   ========    ===========
  Operating Income.....  $ 1,763,142    $   505,046    $   385,146   $   76,496               $ 2,729,830
                         ===========    ===========    ===========   ==========   ========    ===========
  Identifiable
     Assets............  $ 1,825,683    $ 2,858,245    $ 2,727,820           --    385,865    $ 7,797,613
                         ===========    ===========    ===========   ==========   ========    ===========
1995:
  Sales to unaffiliated
     customers.........  $18,235,211    $15,155,535    $12,309,042   $1,744,290               $47,444,078
                         ===========    ===========    ===========   ==========   ========    ===========
  Operating Income.....  $  (493,170)   $   478,911    $   388,962   $   55,119               $   429,822
                         ===========    ===========    ===========   ==========   ========    ===========
  Identifiable
     Assets............  $ 1,740,762    $ 2,858,245    $ 2,727,820           --    334,726    $ 6,661,553
                         ===========    ===========    ===========   ==========   ========    ===========
</TABLE>
    
 
   
                             See Auditor's Report.
    
 
                                      F-25
<PAGE>   74
 
   
                 [PHOTOGRAPHS OF PRODUCTS SOLD BY THE COMPANY,
    
   
          INCLUDING A LIST OF OFFICE LOCATIONS AND TELEPHONE NUMBERS]
    
<PAGE>   75
 
======================================================
 
     NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFERING COVERED BY THIS PROSPECTUS, AND, IF
GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE COMPANY, THE SELLING SHAREHOLDERS OR THE
UNDERWRITERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR THE
SOLICITATION OF AN OFFER TO BUY, THE COMMON STOCK IN ANY JURISDICTION WHERE, OR
TO ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER
ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS NOT BEEN ANY CHANGE IN
THE FACTS SET FORTH IN THIS PROSPECTUS OR IN THE AFFAIRS OF THE COMPANY SINCE
THE DATE HEREOF.
 
                             ---------------------
 
                               TABLE OF CONTENTS
 
   
<TABLE>
<CAPTION>
                                             PAGE
<S>                                          <C>
Prospectus Summary.........................    3
Risk Factors...............................    7
The Company................................   13
Use of Proceeds............................   14
Dividend Policy............................   14
Dilution...................................   15
Capitalization.............................   16
Unaudited Pro Forma Condensed Consolidated
  Statements of Income.....................   17
Selected Financial Data....................   19
Management's Discussion and Analysis of
  Financial Condition and Results of
  Operations...............................   20
Business...................................   26
Management.................................   37
Principal and Selling Shareholders.........   42
Description of Capital Stock...............   43
Shares Eligible for Future Sale............   44
Underwriting...............................   45
Legal Matters..............................   47
Experts....................................   47
Additional Information.....................   47
Index to Financial Statements..............  F-1
</TABLE>
    
 
                             ---------------------
 
   
     UNTIL             , 1998 (25 DAYS AFTER THE COMMENCEMENT OF THIS OFFERING),
ALL DEALERS EFFECTING TRANSACTIONS IN THE REGISTERED SECURITIES, WHETHER OR NOT
PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS.
THIS IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS WHEN
ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR
SUBSCRIPTIONS.
    
 
======================================================
 
======================================================
 
   
                                3,759,000 SHARES
    
 
                                  BEARCOM LOGO
 
   
                                  COMMON STOCK
    
                             ---------------------
 
                                   PROSPECTUS
                             ---------------------
 
                          DONALDSON, LUFKIN & JENRETTE
                             SECURITIES CORPORATION
 
                                CIBC OPPENHEIMER
                                           , 1998
 
======================================================
<PAGE>   76
                                     PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS


Item 13. Other Expenses of Issuance Distribution

     The Registrant estimates that expenses in connection with the offering
described in this Registration Statement will be as follows. All of the amounts
except the SEC registration fee and the Nasdaq National Market listing fee are
estimates.


   
<TABLE>
<CAPTION>
Item                                                           Amount
----                                                          --------
<S>                                                              <C>
SEC registration fee ...................................       $18,996
National Association of Securities
   Dealers, Inc. filing fee ............................         6,939
New York Stock Exchange application fee ................       102,100
Legal fees and expenses ................................       200,000 
Accounting fees and expenses ...........................       150,000
Printing expenses ......................................        95,000
Fees and expenses for qualification under                     
   state securities laws (including legal fees) ........         2,500
Transfer agent's and registrar's fees and expenses .....         5,000
Miscellaneous ..........................................        19,465
                                                              --------
   Total ...............................................      $600,000        
</TABLE>                                                            
    
 

---------
* None of this amount is to be borne by the Selling Shareholders.

Item 14. Indemnification of Directors and Officers.

     As permitted by the Texas Business Corporation Act, the Registrant's
Restated Articles of Incorporation and Amended and Restated Bylaws provide that
the directors and officers of the Registrant shall be indemnified by the
Registrant against certain liabilities that those persons may incur in their
capacities as directors or officers. Furthermore, the Registrant's Articles of
Incorporation eliminate the liability of directors of the Registrant to the
maximum extent permitted by the Texas Business Corporation Act. See 
"Management -- Exculpatory Charter Provision; Liability and Indemnification of
Officers and Directors" in the Prospectus.

     The Underwriting Agreement to be filed as Exhibit 1.1 hereto contains
reciprocal agreements of indemnity between the Registrant and the underwriters
as to certain liabilities, including liabilities under the Securities Act of
1933, as amended (the "Securities Act"), and in certain circumstances provides
for indemnification of the Registrant's directors and officers.

Item 15. Recent Sales of Unregistered Securities.

   
     During the previous three years, the Registrant has issued and sold the
following securities (all such amounts having been adjusted to reflect the
643-for-1 stock split effected in June, 1998) without registration under the
Securities Act (none of which sales were underwritten):
    

     In connection with the Merger, in December 1995 the Company issued an
aggregate of 4,001,710 shares of Common Stock to shareholders of Bear
Communications. The Registrant believes that these transactions were exempt from
the registration requirements of the Securities Act pursuant to Section 4(2)
thereof.

     In December 1995, Mr. Watson exercised options to acquire 666,791 shares of
Common Stock at an exercise price of approximately 1.40 per share. The options
were granted in April 1992. The exercise of such options was funded by a full
recourse loan from the Company to Mr. Watson in the amount of $933,000, bearing
interest at 7% and is due in April 1999. The Registrant believes that this
transaction was exempt from the registration requirements of the Securities Act
pursuant to Section 4(2) thereof.                                 



                                      II - 1



<PAGE>   77


Item 16. Exhibits and FINANCIAL STATEMENT SCHEDULES

(a) Exhibits

   
Exhibit No.       Description 
-----------       ----------- 
     1.1       -  Form of Underwriting Agreement 
     3.1       -  Restated Articles of Incorporation of the Registrant 
     3.2*      -  Amended and Restated Bylaws of the Registrant 
     4.1       -  Form of certificate representing shares of the Registrant's
                  Common Stock 
     5.1       -  Legal Opinion of Gardere & Wynne, L.L.P., regarding legality
                  of securities being registered
    10.1*      -  Employment Agreement, effective as of March 1, 1998, by and 
                  between BearCom, Inc. and Michael L. Kovar 
    10.2#      -  Employment Agreement, effective as of March 31, 1998, by and
                  between BearCom, Inc., Condor Holdings, Inc. and Rogelio
                  Betancourt
    10.3       -  BearCom Group, Inc. 1998 Stock Option Plan, including form of 
                  Nonqualified Stock Option Agreement and Incentive Stock Option
                  Agreement
    10.4*      -  Fourth Amended and Restated Loan Agreement, dated as of
                  August 29, 1997, by and between BearCom Operating, L.P. and 
                  Wells Fargo Bank
    10.5*      -  First Amendment to Fourth Amended and Restated Loan Agreement 
                  dated as of March 27, 1998 by and between BearCom Operating, 
                  L.P. and Wells Fargo Bank
    10.6       -  Second Amendment to Fourth Amended and Restated Loan
                  Agreement dated as of June 17, 1998 by and between BearCom 
                  Operating, L.P. and Wells Fargo Bank 
    10.7*      -  Amended and Restated Commercial Security Agreement, dated as 
                  of March 1, 1996, executed by BearCom, Inc. for the benefit 
                  of First Interstate Bank of Texas, N.A.
    10.8*      -  Amended and Restated Commercial Security Agreement, dated as 
                  of March 1, 1996, executed by Bear Communications, Inc. for
                  the benefit of First Interstate Bank of Texas, N.A.
    10.9*      -  Amended and Restated Commercial Security Agreement, dated as 
                  of March 1, 1996, executed by BearCom Operating, L.P. for the
                  benefit of First Interstate Bank of Texas, N.A.
    10.10*     -  Commercial Security Agreement, dated as of March 27, 1998, 
                  executed by Condor Holdings, Inc. for the benefit of Wells 
                  Fargo Bank (Texas) National Association
    10.11      -  Lease Agreement for facilities in Dallas, Texas 
    10.12#     -  Purchase Agreement, dated as of January 27, 1997, between Bear
                  Communications, Inc., Cleary Communications Company, Francis 
                  A. Cleary, Michael F. Cleary, Jean Cleary and Edward Milano
    10.13#     -  Purchase Agreement, dated as of May 29, 1997, between BearCom 
                  Operating, L.P., Mobitel Communications and Electronics, Inc.,
                  Network Communications, Inc., Royce A. Witte and James D. Reed
    10.14#     -  Asset Purchase Agreement, dated as of June 6, 1997, between 
                  Bear Communications, Inc. and Motorola, Inc.
    10.15#     -  Purchase Agreement, dated as of September 25, 1997, between 
                  Bear Communications, Inc., Alfred Fasano, Tedco, Inc., David 
                  J. Broser, Susan Broser Guttentag, Mindy Brosser Cepelewicz 
                  and Lori Broser Furnari
    10.16#     -  Purchase Agreement, dated as of October 15, 1997, between 
                  BearCom Operating L.P., Tomba Communications, L.L.C., Joseph 
                  J. Tomba and Thomas C. Tomba
    10.17      -  Asset Purchase Agreement, dated as of March 31, 1998, between 
                  Bear Communications, Inc., Condor Communications, Inc., 
                  Rogelio Betancourt and Condor Holdings, Inc.
    10.18*     -  Motorola Authorized Two-Way Radio Dealer Agreement, dated as 
                  of June 12, 1996, between Motorola, Inc. and BearCom 
                  Operating, L.P.
    10.19*     -  Per Unit Administrative Processing Charge Amendment to 
                  Motorola Authorized Two-Way Radio Dealer Agreement, dated as 
                  of September 20, 1996, between Motorola, Inc. and BearCom 
                  Operating, L.P.
    10.20*     -  Amendment to Motorola Authorized Two-Way Radio Dealer 
                  Agreement, dated as of September 20, 1996, between Motorola,
                  Inc. and BearCom Operating, L.P.
    10.21*     -  Multiple Dealer Sales Location(s) Amendment to Motorola 
                  Authorized Two-Way Radio Dealer Agreement, dated as of 
                  September 20, 1996, between Motorola, Inc. and BearCom
                  Operating, L.P.
    


                                     II - 2

<PAGE>   78
  10.22*      -  Motorola Inc. Radius Communication Products Reseller Agreement,
                 dated as of September 20, 1996, between Motorola, Inc. and 
                 BearCom Operating, L.P.
  10.23*      -  Master Amendment No. 1 to Motorola, Inc. Radius Communication 
                 Products Reseller Agreement, dated as of September 20, 1996, 
                 between Motorola, Inc. and BearCom Operating, L.P.
  10.24*      -  Radius Reseller Sales Location Amendment to Motorola, Inc. 
                 Radius Communication Products Reseller Agreement, dated as of 
                 September 20, 1996, between Motorola, Inc. and BearCom 
                 Operating, L.P.
  21.1*       -  List of Subsidiaries   
  27.1*       -  Financial Data Schedule
  23.1        -  Consent of KPMG Peat Marwick LLP
  23.2        -  Consent of Saenz, Robledo, Sax & Company, P.A.
  23.3        -  Consent of Gardere & Wynne, L.L.P. (included in Exhibit 5.1)
  24.1*       -  Power of attorney 

----------

   
*  Previously filed.
#  Portions of exhibit have been omitted pursuant to a request for confidential
   treatment. Omitted portions have been separately filed with the Commission.
    

(b) Financial Statement Schedules

The following financial statement schedules are included in Part II of the
Registration Statement. 

     II   -    Wireless International, Inc. and Subsidiaries - Valuation and
               Qualifying Accounts
  
All other schedules are omitted because they are inapplicable or the requested
information is shown in the financial statements or noted therein.

Item 17. Undertakings.

   
(a) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. If a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

   
(b) The undersigned Registrant hereby undertakes to provide to the
representatives of the underwriters at the closing specified in the Underwriting
Agreement certificates in such denominations and registered in such names as
required by the representatives of the underwriters to permit prompt delivery to
each purchaser.

(c) The undersigned Registrant hereby undertakes that:

    (1) For purposes of determining any liability under the Securities Act, the
information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.

    (2) For the purpose of determining any liability under the Securities Act,
each post-effective amendment that contains a form of prospectus shall be deemed
to be a new registration statement relating to the securities offered therein,
and this offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.



                                     II - 3
<PAGE>   79


                                   SIGNATURES

    
   
Pursuant to the requirements of the Securities Act of 1933, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas on
the 25th day of June, 1998.
    


   
                                               BEARCOM GROUP, INC.

                                               By: /s/ John P. Watson
                                                  ------------------------------
                                                  John P. Watson
                                                  Chairman of the Board
    



                                POWER OF ATTORNEY


    
   
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities
indicated on the 25th day of June, 1998.
    

   


             NAME                                  TITLE

   /s/ John P. Watson               Chairman of the Board and Director 
------------------------------      (Principal Executive Officer)
   John P. Watson

   /s/ Michael L. Kovar             Chief Financial Officer 
------------------------------      (Principal Financial and Accounting Officer)
  Michael L. Kovar

   /s/ Brent A. Bisnar*             Director
------------------------------
   Brent A. Bisnar

   /s/ Jerry Denham*                Director
------------------------------
   Jerry Denham

   /s/ Kenneth H. Doll*             Director
------------------------------
   Kenneth H. Doll

   /s/ Edward W. Rose III*          Director
------------------------------
   Edward W. Rose III

   /s/ Morton L. Topfer*            Director
------------------------------
   Morton L. Topfer

 * By: /s/ John P. Watson
       -----------------------
       John P. Watson                   
       As Attorney-in-Fact  
    



                                     II - 4

<PAGE>   80
                                 EXHIBIT INDEX

   
<TABLE>
<CAPTION>
Exhibit No.       Description 
-----------       ----------- 
<S>               <C>
     1.1       -  Form of Underwriting Agreement 
     3.1       -  Restated Articles of Incorporation of the Registrant 
     3.2*      -  Amended and Restated Bylaws of the Registrant 
     4.1       -  Form of certificate representing shares of the Registrant's
                  Common Stock 
     5.1       -  Legal Opinion of Gardere & Wynne, L.L.P., regarding legality
                  of securities being registered
    10.1*      -  Employment Agreement, effective as of March 1, 1998, by and 
                  between BearCom, Inc. and Michael L. Kovar 
    10.2#      -  Employment Agreement, effective as of March 31, 1998, by and
                  between BearCom, Inc., Condor Holdings, Inc. and Rogelio
                  Betancourt
    10.3       -  BearCom Group, Inc. 1998 Stock Option Plan, including form of 
                  Nonqualified Stock Option Agreement and Incentive Stock Option 
                  Agreement
    10.4*      -  Fourth Amended and Restated Loan Agreement, dated as of
                  August 29, 1997, by and between BearCom Operating, L.P. and 
                  Wells Fargo Bank
    10.5*      -  First Amendment to Fourth Amended and Restated Loan Agreement 
                  dated as of March 27, 1998 by and between BearCom Operating, 
                  L.P. and Wells Fargo Bank
    10.6       -  Second Amendment to Fourth Amended and Restated Loan
                  Agreement dated as of June 17, 1998 by and between BearCom 
                  Operating, L.P. and Wells Fargo Bank 
    10.7*      -  Amended and Restated Commercial Security Agreement, dated as 
                  of March 1, 1996, executed by BearCom, Inc. for the benefit 
                  of First Interstate Bank of Texas, N.A.
    10.8*      -  Amended and Restated Commercial Security Agreement, dated as 
                  of March 1, 1996, executed by Bear Communications, Inc. for
                  the benefit of First Interstate Bank of Texas, N.A.
    10.9*      -  Amended and Restated Commercial Security Agreement, dated as 
                  of March 1, 1996, executed by BearCom Operating, L.P. for the
                  benefit of First Interstate Bank of Texas, N.A.
    10.10*     -  Commercial Security Agreement, dated as of March 27, 1998, 
                  executed by Condor Holdings, Inc. for the benefit of Wells 
                  Fargo Bank (Texas) National Association
    10.11      -  Lease Agreement for facilities in Dallas, Texas 
    10.12#     -  Purchase Agreement, dated as of January 27, 1997, between Bear
                  Communications, Inc., Cleary Communications Company, Francis 
                  A. Cleary, Michael F. Cleary, Jean Cleary and Edward Milano
    10.13#     -  Purchase Agreement, dated as of May 29, 1997, between BearCom 
                  Operating, L.P., Mobitel Communications and Electronics, Inc.,
                  Network Communications, Inc., Royce A. Witte and James D. Reed
    10.14#     -  Asset Purchase Agreement, dated as of June 6, 1997, between 
                  Bear Communications, Inc. and Motorola, Inc.
    10.15#     -  Purchase Agreement, dated as of September 25, 1997, between 
                  Bear Communications, Inc., Alfred Fasano, Tedco, Inc., David 
                  J. Broser, Susan Broser Guttentag, Mindy Brosser Cepelewicz 
                  and Lori Broser Furnari
    10.16#     -  Purchase Agreement, dated as of October 15, 1997, between 
                  BearCom Operating L.P., Tomba Communications, L.L.C., Joseph 
                  J. Tomba and Thomas C. Tomba
    10.17      -  Asset Purchase Agreement, dated as of March 31, 1998, between 
                  Bear Communications, Inc., Condor Communications, Inc., 
                  Rogelio Betancourt and Condor Holdings, Inc.
    10.18*     -  Motorola Authorized Two-Way Radio Dealer Agreement, dated as 
                  of June 12, 1996, between Motorola, Inc. and BearCom 
                  Operating, L.P.
    10.19*     -  Per Unit Administrative Processing Charge Amendment to 
                  Motorola Authorized Two-Way Radio Dealer Agreement, dated as 
                  of September 20, 1996, between Motorola, Inc. and BearCom 
                  Operating, L.P.
    10.20*     -  Amendment to Motorola Authorized Two-Way Radio Dealer 
                  Agreement, dated as of September 20, 1996, between Motorola,
                  Inc. and BearCom Operating, L.P.
    10.21*     -  Multiple Dealer Sales Location(s) Amendment to Motorola 
                  Authorized Two-Way Radio Dealer Agreement, dated as of 
                  September 20, 1996, between Motorola, Inc. and BearCom
                  Operating, L.P.
</TABLE>
    
<PAGE>   81
   
<TABLE>
<S>              <C>
  10.22*      -  Motorola Inc. Radius Communication Products Reseller Agreement,
                 dated as of September 20, 1996, between Motorola, Inc. and 
                 BearCom Operating, L.P.
  10.23*      -  Master Amendment No. 1 to Motorola, Inc. Radius Communication 
                 Products Reseller Agreement, dated as of September 20, 1996, 
                 between Motorola, Inc. and BearCom Operating, L.P.
  10.24*      -  Radius Reseller Sales Location Amendment to Motorola, Inc. 
                 Radius Communication Products Reseller Agreement, dated as of 
                 September 20, 1996, between Motorola, Inc. and BearCom. 
                 Operating, L.P.
  21.1*       -  List of Subsidiaries   
  27.1*       -  Financial Data Schedule
  23.1        -  Consent of KPMG Peat Marwick LLP
  23.2        -  Consent of Saenz, Robledo, Sax & Company, P.A.
  23.3        -  Consent of Gardere & Wynne, L.L.P. (included in Exhibit 5.1)
  24.1*       -  Power of attorney 
</TABLE>
    


----------
   
*  Previously filed.
#  Portions of exhibit have been omitted pursuant to a request for confidential
   treatment. Omitted portions have been separately filed with the Commission.