425

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 4, 2004

METROCALL HOLDINGS, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	0-21924	54-1215634
(State or other jurisdiction of incorporation )	(Commission File Number)	(I.R.S. Employer Identification No.)

6677 Richmond Highway, Alexandria, Virginia	22306
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (703) 660-6677

       Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

þ  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition

     On November 4, 2004, Metrocall Holdings, Inc. announced its financial results for the quarter ended September 30, 2004. The full text of the press release issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 2.02 by reference.

     The information in this Item 2.02 of this Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 8.01 Other Events

     The press release attached as Exhibit 99.1 to this Current Report on Form 8-K is incorporated into this Item 8.01 by reference only to the extent it explicitly refers to the expected merger of Metrocall and Arch Wireless, Inc. and the related joint proxy statement/prospectus. No other information in, or portion of, such press release is incorporated by reference into this Item 8.01.

     On November 4, 2004, Metrocall Holdings, Inc. issued a press release announcing developments relating to its pending merger with Arch Wireless, Inc., which is included as Exhibit 99.2 hereto and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(a)	Not applicable.
(b)	Not applicable.
(c)	Exhibits.

Exhibit No.	Description
99.1	Press Release dated November 4, 2004 announcing Metrocall’s financial results for the quarter ended September 30, 2004
99.2	Press Release dated November 4, 2004 announcing developments relating to Metrocall’s pending merger with Arch Wireless, Inc.

******

This filing includes certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements relating to the consummation and timing of the merger between Metrocall Holdings, Inc and Arch Wireless, Inc. and expected future revenues, liquidity, products and growth opportunities of the combined company. These statements are based on management’s current expectations and are subject to uncertainty and changes in circumstances. Actual results may differ materially from these expectations due to changes in global economic, business, competitive market and regulatory factors, financial markets, the failure of the proposed transaction described above to be completed for any reason or the parties being unable to recognize the benefits of the transaction. More detailed information about those factors is contained in Metrocall’s and Arch’s filings with the Securities and Exchange Commission, including their respective annual reports on Form 10-K for the year ended December 31, 2003, each as amended by an Amendment No. 1 to Form 10-K filed on April 29, 2004, Metrocall’s quarterly report on Form 10-Q for the quarter ended March 31, 2004 as amended by an Amendment No. 1 to Form 10-Q filed on June 11, 2004 and Amendment No. 2 to Form 10-Q filed on July 16, 2004, Metrocall’s quarterly report on Form 10-Q for the quarter ended June 30, 2004 as amended by an Amendment No. 1 to Form 10-Q filed on August 20, 2004, Metrocall’s quarterly report on Form 10-Q for the quarter ended September 30, 2004, and Arch’s quarterly reports on Form 10-Q for the quarters ended March 31, 2004, June 30, 2004, and September 30, 2004.

USA Mobility, Inc. (formerly Wizards-Patriots Holdings, Inc.), a recently-formed Delaware corporation that will become the parent holding company for each of Metrocall and Arch upon completion of the proposed merger, has filed an amended Registration Statement on Form S-4 with the SEC containing the form of a joint proxy statement/prospectus and other relevant documents concerning the proposed

transaction with the SEC. Investors are urged to read the definitive joint proxy statement/prospectus and any other relevant documents filed with the SEC because they will contain important information. Investors will be able to obtain these documents free of charge at the SEC’s website (www.sec.gov). In addition, documents filed with the SEC by Metrocall or Arch with respect to the proposed transaction may be obtained free of charge by contacting Metrocall Holdings, Inc., 6677 Richmond Highway, Alexandria, Virginia 22306, Attention: Brett Mankey (tel.: 703-660-6677, extension 6231) or Arch Wireless, Inc., Attention: Bob Lougee, Lougee Consulting Group, 7 Bridgeton Way, Hopkinton, MA 01748, (tel.: 508-435-6117).

Investors should read the definitive joint proxy statement/ prospectus carefully before making any voting or investment decision.

Metrocall and its directors and executive officers may be deemed to be participants in the solicitation of proxies from Metrocall. The directors and executive officers of Metrocall include: Vincent D. Kelly, Royce Yudkoff, Eugene I. Davis, Nicholas A. Gallopo, David J. Leonard Brian O’Reilly, Steven D. Scheiwe, George Z. Moratis and Stan Sech. Collectively, as of October 5, 2004, the beneficial common stock ownership of the directors and executive officers of Metrocall was approximately 1.8%. Stockholders may obtain additional information regarding the interests of such participants by reading the definitive joint proxy statement/prospectus.

Arch and its directors and executive officers may be deemed to be participants in the solicitation of proxies from Arch stockholders. The directors and executive officers of Arch include: William E. Redmond, Jr, Richard A. Rubin, Samme L. Thompson, James V. Continenza, Eric Gold, Carroll D. McHenry, Matthew Oristano, J. Roy Pottle and C. Edward Baker, Jr. Collectively, as of October 5, 2004, the beneficial common stock ownership of the directors and executive officers of Arch was approximately 6.2%. Stockholders may obtain additional information regarding the interests of such participants by reading the definitive joint proxy statement/prospectus.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

METROCALL HOLDINGS, INC.
By:	/s/ George Z. Moratis
Name:	George Z. Moratis
Title:	Chief Financial Officer and Treasurer

Dated: November 4, 2004

Exhibit List

Exhibit No.	Description
99.1	Press Release dated November 4, 2004 announcing Metrocall’s financial results for the quarter ended September 30, 2004
99.2	Press Release dated November 4, 2004 announcing developments relating to Metrocall’s pending merger with Arch Wireless, Inc.

EX-99.1

Exhibit 99.1

For Immediate Release:
Thursday, November 4, 2004

Metrocall Contact:
Brett Mankey
(703) 660-6677, ext. 6231
investor.relations@metrocall.com

Metrocall Reports Third Quarter 2004 Operating Results

     Alexandria, VA, Thursday, November 4, 2004 — Metrocall Holdings, Inc. (NASDAQ: MTOH), a leading provider of paging and wireless messaging services, today announced total revenues of $82.1 million and net income of $5.8 million for the quarter ended September 30, 2004 compared to revenues of $87.1 million and net income of $7.2 million for the quarter ended June 30, 2004.

     Metrocall reported a net decline of 189,499 messaging units in service for the quarter ended September 30, 2004 comprised of 175,973 traditional one-way units and 13,526 advanced messaging two-way units. Units in service totaled 2,813,892 at September 30, 2004, including 2,501,336 one way and 312,556 two-way subscriber units. Average revenue per unit in service was $7.40 for traditional and $17.88 for advanced messaging, representing a decrease of $0.02 and $0.29 per unit, respectively from the three months ended June 30, 2004.

     Operating expenses including, cost of products sold, service, rent and maintenance, selling and marketing and general and administrative expenses (but excluding stock-based, depreciation and amortization expenses) for the third quarter of 2004 totaled approximately $60.8 million compared to $62.6 million reported for the second quarter. Operating expenses, however, included approximately $3.1 million in the third quarter and $3.0 million for the second quarter in general and administrative expenses related to legal and other expenses associated with the proposed merger between Metrocall and Arch Wireless, Inc.

     Overall these operating expenses, independent of costs incurred for the Metrocall/Arch merger preparation, were reduced by approximately $1.9 million to $57.7 million or 3.2%, and capital expenditures of $2.7 million were 30.8% lower than the $3.9 million spent in the three months ended June 30, 2004.

     On March 29, 2004, Metrocall announced the execution of a definitive merger agreement with Arch Wireless, Inc. A new holding company, USA Mobility, Inc., has been formed to own both Arch and Metrocall. Under terms of the agreement, Arch and Metrocall shareholders will own approximately 72.5% and 27.5% of USA Mobility, Inc., respectively and Metrocall shareholders will also receive $150 million in cash for 2 million shares of Metrocall common stock. A joint proxy statement/prospectus was mailed to Arch and Metrocall shareholders on October 8, 2004 and additional proxy materials were mailed on October 22, 2004. Shareholders of both companies are scheduled to vote on the merger on November 8, 2004. The merger is also subject to various regulatory approvals. Arch and Metrocall anticipate the merger will be completed during the fourth quarter of 2004.

About Metrocall Wireless, Inc.

     Metrocall Wireless, Inc., headquartered in Alexandria, Virginia, is a leading provider of paging products and other wireless services to the business, government and healthcare communities. In addition to its reliable, nationwide one-way networks, Metrocall’s two-way network has the largest high-powered terrestrial ReFLEX footprint in the United States with roaming partners in Canada, Mexico and the Caribbean. Metrocall Wireless is the preferred ReFLEX wireless data network provider for many of the largest telecommunication companies in the United States that source network services and resell under their own brand names. In addition to traditional numeric, one-way text and two-way paging, Metrocall also offers wireless e-mail solutions, as well as mobile voice and data services through AT&T Wireless and Nextel. Also, Metrocall offers Integrated Resource Management Systems with wireless connectivity solutions for medical, business, government and other campus environments. Metrocall focuses on the business-to-business marketplace and supports organizations of all sizes. For more information on Metrocall please visit our Web site and online store at www.metrocall.com or call 800-800-2337.

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995

This press release includes “forward-looking statements,” within the meaning of the federal securities laws that involve uncertainties and risks. These include statements regarding events or developments that Metrocall Holdings expects or anticipates will occur in the future. A number of risks and uncertainties could cause actual results, events, and developments to differ from expectations. Please refer to Metrocall’s most recent annual report on Form 10-K, and any subsequently filed reports on Form 10-Q and Form 8-K, as well as its other filings with the Securities and Exchange Commission, for a complete discussion of these and other important factors that could cause actual results to differ materially from those projected by these forward-looking statements.

METROCALL HOLDINGS, INC. AND SUBSIDIARIES
BALANCE SHEETS
(Unaudited)
(In thousands, except share and per share information)

	September 30,			December 31,
	2004			2003
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	39,434		$	35,602
Restricted cash		—			547
Accounts receivable, less allowance for doubtful accounts of $6,386 and $6,965 as of September 30, 2004 and December 31, 2003, respectively		23,516			27,262
Prepaid expenses and other current assets		3,075			11,431
Deferred tax assets, net of allowance		2,782			2,592
Total current assets		68,807			77,434
PROPERTY AND EQUIPMENT:
Land, buildings and leasehold improvements		2,634			2,082
Furniture, office equipment and vehicles		24,619			23,033
Paging and plant equipment		72,897			72,589
Less — Accumulated depreciation and amortization		(50,785	)		(36,422	)
		49,365			61,282
INTANGIBLE ASSETS, net of accumulated amortization of $645 and $107 as of September 30, 2004 and December 31, 2003, respectively		2,129			1,746
DEFERRED TAX ASSETS, net of allowance		39,644			50,494
OTHER ASSETS		4,931			4,805
TOTAL ASSETS	$	164,876		$	195,761
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt	$	70		$	815
Current maturities of series A redeemable preferred		—			25,000
Accounts payable		8,290			9,900
Accrued expenses and other current liabilities		21,202			26,496
Deferred revenue and subscriber deposits		12,687			18,385
Total current liabilities		42,249			80,596
CAPITAL LEASE AND OTHER LONG-TERM DEBT, less current maturities		13			41
OTHER LONG-TERM LIABILITIES		3,943			3,492
SERIES A REDEEMABLE PREFERRED STOCK		—			18,351
Total liabilities		46,205			102,480
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS’ EQUITY:
Common stock, par value $.01 per share; 7,500,000 shares authorized; 5,630,670 shares and 5,461,160 shares issued and outstanding at September 30, 2004 and December 31, 2003, respectively		56			55
Additional paid-in capital		85,114			80,661
Unearned compensation		—			(458	)
Retained earnings		33,501			13,023
Total stockholders’ equity		118,671			93,281
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	164,876		$	195,761

METROCALL HOLDINGS, INC. AND SUBSIDIARIES
INCOME STATEMENTS
(Unaudited)
(In thousands, except share and per share information)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2004			2003(1)			2004			2003(1)
REVENUES:
Service, rent and maintenance revenues	$	77,667		$	75,459		$	247,219		$	237,260
Product sales		4,395			4,155			12,673			12,528
Total revenues		82,062			79,614			259,892			249,788
OPERATING EXPENSES:
Cost of products sold (exclusive of depreciation and amortization shown separately below)		1,433			1,212			3,716			3,143
Service, rent and maintenance (exclusive of depreciation and amortization shown separately below)		25,842			20,877			82,223			67,681
Selling and marketing		7,805			9,174			25,806			31,182
General and administrative (exclusive of stock-based and other compensation shown separately below)		25,756			21,825			76,117			71,110
Stock-based and other compensation		228			145			2,579			1,046
Restructuring expenses		—			521			—			6,247
Depreciation and Amortization		7,534			6,432			24,747			29,114
Total operating expenses		68,598			60,186			215,188			209,523
Income from operations		13,464			19,428			44,704			40,265
INTEREST EXPENSE		(134	)		(805	)		(407	)		(6,703	)
INTEREST EXPENSE – DIVIDENDS AND ACCRETION OF SERIES A PREFERRED		—			(6,413	)		(4,479	)		(6,413	)
INTEREST AND OTHER INCOME (EXPENSE), NET		(49	)		97			(83	)		329
INCOME BEFORE INCOME TAXES		13,281			12,307			39,735			27,478
INCOME TAX PROVISION		(7,527	)		(6,725	)		(19,257	)		(12,537	)
Net income		5,754			5,582			20,478			14,941
PREFERRED DIVIDENDS AND ACCRETION		—			—			—			(6,092	)
Income available to common stockholders	$	5,754		$	5,582		$	20,478		$	8,849
Basic earnings per share available to common stockholders	$	1.02		$	1.13		$	3.70		$	1.78
Diluted earnings per share available to common stockholders	$	0.99		$	1.08		$	3.53		$	1.75
Basic weighted-average common shares outstanding		5,621,491			4,960,200			5,535,454			4,958,597
Diluted weighted-average common shares outstanding		5,840,178			5,161,502			5,795,659			5,054,987

(1) Amounts for 2003 do not include the results of operations of the assets acquired from WebLink Wireless, Inc. and Subsidiaries on November 18, 2003. Such amounts have been included in the Company’s consolidated operating results from the acquisition date forward including the three and nine month periods ended September 30, 2004, included here-in.

METROCALL HOLDINGS, INC. AND SUBSIDIARIES
STATEMENTS OF CASH FLOWS
(Unaudited)
(In Thousands)

	Nine Months Ended
	September 30,
	2004			2003(1)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	20,478		$	14,941
Adjustments to reconcile net income to net cash provided by operating activities.
Depreciation and amortization		24,747			29,114
Amortization of unearned compensation		458			908
Stock-based compensation		1,171			138
Accretion on issuance of PIK Notes		—			3,835
Interest expense – accretion of series A preferred		3,338			3,891
Interest expense – accretion of long-term liabilities		376			—
Loss on sale of land held by partnership		—			399
Deferred income tax provision		10,660			12,401
Cash provided by changes in assets and liabilities:
Restricted cash		547			5,857
Accounts receivable		3,615			6,946
Prepaid expenses and other current assets		8,356			2,227
Accounts payable		(1,610	)		(1,655	)
Tax benefit from exercise of stock options		3,209			—
Accrued expenses and other current liabilities		(6,828	)		(2,239	)
Deferred revenues and subscriber deposits		(5,699	)		(2,698	)
Other assets and long-term liabilities		(234	)		436
Net cash provided by operating activities		62,584			74,501
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures		(11,307	)		(5,914	)
Net cash used in investing activities		(11,307	)		(5,914	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of long-term debt		(773	)		(82,401	)
Redemption of series A preferred		(46,746	)		(20,000	)
Proceeds from issuance of common stock		74			—
Net cash used in financing activities		(47,445	)		(102,401	)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		3,832			(33,814	)
CASH AND CASH EQUIVALENTS, beginning of period		35,602			47,530
CASH AND CASH EQUIVALENTS, end of period	$	39,434		$	13,716
Supplemental Disclosures of Cash Flow Information:
Cash payments for interest	$	—		$	798
Cash payments for income taxes	$	4,943		$	715
Cash payments for series A preferred dividends (interest)	$	1,141		$	2,522
Supplemental disclosure of non-cash investing and financing items:
Preferred stock dividends and accretion	$	—		$	6,092

(1) Amounts for 2003 do not include the cash flows from operating, investing and financing activities related to the assets acquired from WebLink Wireless, Inc. and Subsidiaries on November 18, 2003. Such amounts have been included in the Company’s consolidated cash flow statement from the acquisition date forward including nine months ended September 30, 2004, included here-in.

METROCALL HOLDINGS, INC. AND SUBSIDIARIES
SELECTED UNAUDITED UNIT DATA

	March 31,			June 30,			September 30,			December 31,			March 31,			June 30,			September 30,
	2003			2003			2003			2003			2004			2004			2004
Direct Units in Service
Beginning units in service		2,333,052			2,237,989			2,170,290			2,105,617			2,263,643			2,172,772			2,100,330
Units in service growth (decline)		(95,063	)		(67,699	)		(64,673	)		(53,211	)		(90,871	)		(72,442	)		(94,916	)
Units acquired from WebLink											211,237	(b)
Ending units in Service		2,237,989			2,170,290			2,105,617			2,263,643			2,172,772			2,100,330			2,005,414
Indirect Units in Service
Beginning units in service		1,386,332			1,159,276			961,574			907,809			1,201,301			1,052,650			903,061
Units in service growth (decline)		(227,056	)		(197,702	)		(53,765	)(a)		(128,953	)		(148,651	)		(149,589	)		(94,583	)
Units acquired from WebLink											422,445	(b)
Ending units in Service		1,159,276			961,574			907,809			1,201,301			1,052,650			903,061			808,478
Total units in service		3,397,265			3,131,864			3,013,426			3,464,944			3,225,422			3,003,391			2,813,892

(a)	Includes 73,000 units acquired from a reseller on September 30, 2003
(b)	Includes 633,682 units acquired from WebLink Wireless, Inc. and Subsidiaries on November 18, 2003.

EX-99.2

Exhibit 99.2

For Immediate Release:
November 4, 2004

Metrocall Contact:
Brett Mankey
(703) 660-6677 x6231

Metrocall Holdings, Inc. Announces Developments Relating to the Pending Metrocall/Arch Merger

     Alexandria, VA, Thursday, November 4, 2004 – Metrocall Holdings, Inc. (NASDAQ: MTOH) today announced the following recent events relevant to its proposed merger with Arch:

• asserted exercises of appraisal rights exceed 12% of its fully-diluted common stock,

• the current state of the votes (which are revocable) against the Metrocall/Arch merger is about 20% of the common stock held by record holders (with about 36% voting in favor),

• the recommendation by Institutional Shareholder Services to vote against the merger, and

• the press release by WebLink, Metrocall’s largest shareholder, inviting support from other Metrocall shareholders seeking higher consideration in the merger.

In light of the foregoing, Metrocall approached Arch requesting a meeting with a view to improving the terms of the consideration to be paid to Metrocall shareholders. Arch responded yesterday that, following its board meeting, it saw no purpose in a meeting with representatives of Metrocall, stating that if the merger were turned down by Metrocall shareholders, it would seek in any renegotiation to reduce the consideration payable to Metrocall shareholders.

The Metrocall special meeting of stockholders to consider the Metrocall/Arch merger is scheduled for November 8, 2004, at 10:00 a.m., local time, at the Sheraton Suites, 801 North Saint Asaph Street, Alexandria, Virginia. Duly executed and completed election forms to participate in the cash election and revocations of elections from Metrocall stockholders must be received by Metrocall’s exchange agent, Equiserve, Inc. by 5:00 p.m., EST on November 5, 2004. Metrocall stockholders who exercise appraisal rights will not be entitled to participate in

the $150 million cash election to be paid to Metrocall stockholders in the merger with respect to the shares for which such stockholder validly exercised their right to seek appraisal, except to the extent that such exercises are withdrawn prior to 5:00 p.m., EST on November 5, 2004. Metrocall stockholders who comply with the requirements of Section 262 of the Delaware General Corporation Law to perfect appraisal rights would receive the appraised value of their shares as determined by the Delaware Court of Chancery following a hearing on a petition filed by such stockholder . Any Metrocall stockholder who asserts their appraisal rights but does not properly complete the steps for perfecting those rights as to any of its shares, would receive as to such shares the common stock of USA Mobility, the parent company of Metrocall and Arch following consummation of the merger, as provided in the merger agreement, but would have waived its right to participate in the $150 million cash election as to those shares.

     After determining that the other conditions to the merger are satisfied and if the condition to the merger capping the shares exercising appraisal rights at 8% of its fully diluted common stock is then not satisfied, the Metrocall Board of Directors will determine whether or not to waive such condition.

About Metrocall Holdings

     Metrocall Holdings, Inc., headquartered in Alexandria, Virginia, is a leading provider of paging products and other wireless services to the business, government and healthcare communities. In addition to its reliable, nationwide one-way networks, Metrocall’s two-way network has the largest high-powered terrestrial ReFLEX footprint in the United States with roaming partners in Canada, Mexico and the Caribbean. Metrocall Wireless is the preferred ReFLEX wireless data network provider for many of the largest telecommunication companies in the United States that source network services and resell under their own brand names. In addition to traditional numeric, one-way text and two-way paging, Metrocall also offers wireless e-mail solutions, as well as mobile voice and data services through AT&T Wireless and Nextel. Also, Metrocall offers Integrated Resource Management Systems with wireless connectivity solutions for medical, business, government and other campus environments. Metrocall focuses on the business-to-business marketplace and supports organizations of all sizes. For more information on Metrocall please visit our Web site and online store at www.metrocall.com or call 800-800-2337.

Safe Harbor Statement Under the Private Securities Litigation Reform Act

This press release may include “forward-looking statements,” within the meaning of the federal securities laws that involve uncertainties and risks. These include statements regarding events or developments that Metrocall Holdings expects or anticipates will occur in the future. A number of risks and uncertainties could cause actual results, events, and developments to differ from expectations. Please refer to Metrocall’s most recent annual report on Form 10-K, and any subsequently filed reports on Form 10-Q and Form 8-K, as well as its other filings with the Securities and Exchange Commission, for a complete discussion of these and other important factors that could cause actual results to differ materially from those projected by these forward-looking statements.