SYGNET COMMUNICATIONS INC, S-1, 1996-08-14

SYGNET COMMUNICATIONS INC
S-1, 1996-08-14

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<PAGE> 1
As filed with the Securities and Exchange Commission on August 14, 1996
Registration No. 333-
================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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

SYGNET WIRELESS, INC.
(Exact name of registrant as specified in its charter)

<TABLE>
<S> <C> <C>
OHIO 4812 34-1689165
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
</TABLE>

6550-B SEVILLE DRIVE
CANFIELD, OHIO 44406
(330) 565-9500
(Address, including zip code and telephone number, including area code,
of registrant's principal executive offices)

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

ALBERT H. PHARIS, JR.
PRESIDENT AND CHIEF EXECUTIVE OFFICER
SYGNET WIRELESS, INC.
6550-B SEVILLE DRIVE
CANFIELD, OHIO 44406
(330) 565-9500
(Name, address, including zip code and telephone number,
including area code, of agent for service)

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

COPIES TO:
Thomas F. Dowd, Esq. Bryant B. Edwards, Esq.
Bryan Cave LLP Latham & Watkins
700 Thirteenth Street, N.W. 633 W. Fifth Street, Suite 4000
Washington, D.C. 20005-3960 Los Angeles, California 90071
(202) 508-6000 (213) 485-1234

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

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this Registration Statement becomes effective.

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

If any of the securities on this form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, as
amended (the "Securities Act"), 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, please 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 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 under
the Securities Act, please check the following box. / /

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
=========================================================================================================================
PROPOSED PROPOSED
MAXIMUM MAXIMUM
OFFERING AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE PRICE PER OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED UNIT PRICE FEE
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock, $.01 par value (1) (2) $45,000,000(2) $15,517.35
- -------------------------------------------------------------------------------------------------------------------------
% Senior Notes due 2006 $110,000,000 $1,000 $110,000,000 $37,931.30
- -------------------------------------------------------------------------------------------------------------------------
TOTAL $53,448.65
=========================================================================================================================
</TABLE>

(1) Does not include shares of Class A Common Stock subject to the
Underwriters' over-allotment option.

(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 under the Securities Act.

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 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
Note: This Registration Statement contains two prospectuses, one for 3,750,000
shares of Class A Common Stock (the "Stock Prospectus") and one for
$110,000,000 principal amount of __% Senior Notes due 2006 (the "Notes
Prospectus"). The information contained in each prospectus is identical with
the exception of the following: outside front covers; Prospectus Summary--The
Notes Offering; Prospectus Summary--The Common Stock Offering; Risk Factors;
Dilution (not included in Notes Prospectus); Use of Proceeds; Dividend Policy
(not included in Notes Prospectus); Description of Capital Stock; Description
of Notes; Shares Eligible for Future Sale (not included in Notes Prospectus);
Description of Certain Indebtedness (not included in Notes Prospectus);
Underwriting; Certain United States Federal Income Tax Consequences (not
included in Stock Prospectus); Legal Matters; Additional Information; and
outside back covers.

<PAGE> 3
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
SOLICITAION 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.

PROSPECTUS SUBJECT TO COMPLETION, DATED AUGUST 14, 1996
, 1996
$110,000,000
SYGNET WIRELESS, INC.

% SENIOR NOTES DUE 2006

The % Senior Notes due 2006 (the "Notes") are being offered (the
"Notes Offering") by Sygnet Wireless, Inc. (the "Company"). The net proceeds
of the Notes Offering will be used to finance the acquisition of certain
cellular telephone systems. See "Use of Proceeds." Concurrently with the
Notes Offering, the Company and certain selling stockholders are offering,
pursuant to a separate prospectus, 3,750,000 shares of its Class A Common Stock
(the "Common Stock Offering" and, together with the Notes Offering, the
"Offerings"). The Notes Offering is conditioned upon the consummation of the
Common Stock Offering.

Interest on the Notes will be payable semi-annually on and
of each year, commencing on , 1997. The Notes will be redeemable, in
whole or in part, at the option of the Company, at any time on or after
, 2001 at the redemption prices set forth herein plus accrued and unpaid
interest, if any, to the date of redemption. In addition, at any time during
the first 36 months after the date of the original issuance of Notes, the
Company may redeem up to an aggregate of $38.5 million in principal amount of
Notes at a redemption price of % of the principal amount thereof, plus
accrued and unpaid interest thereon, with the net proceeds of an offering of
Qualified Capital Stock (as defined) of the Company; provided that at least
$71.5 million in aggregate principal amount of Notes remain outstanding
immediately after the occurrence of such redemption. See "Description of
Notes."

SEE "RISK FACTORS" BEGINNING ON PAGE 10 HEREOF FOR CERTAIN INFORMATION
THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE NOTES.

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

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>
========================================================================================================================
UNDERWRITING
PRICE TO THE DISCOUNTS AND PROCEEDS TO
PUBLIC(1) COMMISSIONS(2) THE COMPANY(3)
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Note . . . . . . . . . . . . . . . . . . % % %
- ------------------------------------------------------------------------------------------------------------------------
Total . . . . . . . . . . . . . . . . . . . . $ $ $
========================================================================================================================
</TABLE>

(1) Plus interest, if any, from the date of issuance.

(2) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended. See "Underwriting."

(3) Before deducting expenses of the Notes Offering payable by the Company,
estimated at $ .

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

The Notes are being offered by the several Underwriters when, as and
if delivered to and accepted by them and subject to various prior conditions,
including the right to reject any order in whole or in part. It is expected
that delivery of the Notes will be made against payment therefor in New York,
New York on or about , 1996.

DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
LEHMAN BROTHERS
TORONTO DOMINION SECURITIES
<PAGE> 4
[INSERT MAP OF MARKETS]

2
<PAGE> 5
PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the more
detailed information (including the Company's combined financial statements and
notes thereto) contained elsewhere in this Prospectus. Unless the context
otherwise requires, references to the "Company" are to Sygnet Wireless, Inc.,
an Ohio corporation, its wholly-owned subsidiary, Sygnet Communications, Inc.,
and their respective predecessors prior to the corporate restructuring
described elsewhere in this Prospectus and include the operations to be
acquired in part with the proceeds of the Offerings. The term "Horizon
Acquisition" refers to the acquisition under the agreement to purchase five
RSAs in western Pennsylvania and New York (PA-1, PA-2, PA-6, PA-7 and NY-3)
from three Horizon Cellular Telephone Company affiliates, as described more
fully below under "Business -- The Horizon Acquisition." Except for historical
financial information and unless otherwise indicated, all references herein to
Pops, Net Pops and the Company's systems give effect to consummation of the
Horizon Acquisition, which will occur simultaneously with the closing of the
Offerings. See "Certain Terms" for the definitions of certain other terms
used in this Prospectus.

THE COMPANY

Upon consummation of the Horizon Acquisition, the Company will own and
operate cellular telephone systems serving one large cluster with approximately
2.4 million Pops in northeastern Ohio, western Pennsylvania and western New
York. The Horizon Acquisition will add five RSAs (the "Horizon Systems") to
the three MSAs and one RSA currently operated by the Company (the "Existing
Systems"), providing the Company with approximately 78,000 subscribers. The
Company's cellular systems are located in Youngstown, Ohio and Erie,
Pennsylvania and in primarily suburban and rural areas between the Cleveland,
Akron-Canton, Pittsburgh, Buffalo and Rochester metropolitan areas. The
Company believes that its mix of suburban and rural locations provides it with
advantages over cellular operators in predominately urban areas, including
greater roaming revenue opportunities, lower distribution costs and higher
costs of entry for new competitors. The Company has converted all of its
Existing Systems to time division multiple access ("TDMA") digital technology
and will selectively convert the more densely populated portions of the Horizon
Systems to digital technology in early 1997.

The Company began operating cellular systems in 1985 in Youngstown,
Ohio and has expanded to cover nine contiguous markets through a series of
acquisitions. The Company is owned and controlled by the Williamson family,
which has owned and operated broadcast and other communications companies in
northeastern Ohio and western Pennsylvania since 1926. The following table
summarizes the Existing Systems and the Horizon Systems.

<TABLE>
<CAPTION>
TOTAL DATE OF
POPS OWNERSHIP NET POPS ACQUISITION
---- --------- -------- -----------
<S> <C> <C> <C> <C>
Existing Systems(1)
----------------
Youngstown, OH MSA 491,900 100% 491,900 1985
Sharon, PA MSA 122,100 100% 122,100 1987
Erie, PA MSA 280,600 100% 280,600 1995
Columbiana, OH, OH-11 RSA 111,700 100% 111,700 1991

Horizon Systems(1)(2)
---------------
Chautauqua, NY, NY-3 RSA 485,200 100% 485,200 1996
Crawford, PA, PA-1 RSA 197,200 100% 197,200 1996
Lawrence, PA, PA-6 RSA 376,400 100% 376,400 1996
Indiana, PA, PA-7 RSA 217,100 100% 217,100 1996
McKean, PA, PA-2 RSA(3) 89,400 100% 89,400 1996
------- -------

Total 2,371,600 2,371,600
</TABLE>
- ---------------------------------

(1) All of the Existing Systems and Horizon Systems licenses are non-wireline
licenses.

(2) To be acquired as described under "Business -- The Horizon Acquisition."
The consummation of the Offerings is conditioned upon the consummation of
the Horizon Acquisition.

(3) The Horizon Acquisition includes the Pops in the PA-2 RSA where the
Company has Interim Operating Authority ("IOA") pending the FCC's final
determination of the qualifications of the initial lottery winner to hold
the permanent license for the PA-2 RSA. The Company's IOA from the FCC
will expire upon selection of the new licensee and the commencement of
operations by that licensee. Until the expiration of the IOA, however,
the Company is entitled to all revenue and income generated by the PA-2
RSA. The Company believes that the expiration of such authority will not
have a material adverse effect on its results of operations.

3
<PAGE> 6
BUSINESS STRATEGY

The Company's goal is to become the leading full service provider of
mobile telecommunications services in its cluster by offering technically
advanced cellular service, superior coverage and a high level of customer
service at competitive prices. Specifically, the Company's business objectives
are to increase penetration and improve profitability in both the Horizon
Systems and its Existing Systems by taking advantage of its ability to operate
in a much larger regional footprint. In addition, the Company may in the
future acquire additional systems that provide the Company with the ability to
further its strategic objectives.

- Developing the Horizon Systems. The Company believes that the
Horizon Systems are underdeveloped and underpenetrated compared to its Existing
Systems and represent a substantial growth opportunity for the Company. By
taking advantage of marketing, operating and engineering synergies arising from
the Horizon Acquisition, the Company believes that it will be able to decrease
overall per subscriber operating costs and rapidly increase penetration in the
Horizon Systems to levels comparable to those achieved in its Existing Systems.
Immediately upon consummation of the Horizon Acquisition, the Company will
apply its business strategy to the Horizon Systems, which strategy has
generated significant subscriber and revenue growth in its Existing Systems,
including the recent acquisition of the Erie, PA MSA in September 1995 (the
"Erie Acquisition").

- Aggressive Marketing and Promotion of Cellular Services. The
Company plans to implement the aggressive marketing programs that it has been
using in its Existing Systems to increase subscriber activations in the Horizon
Systems. These include competitive rate plans which provide low priced
regional roaming rates tailored for individual markets and attractive equipment
prices. In addition, the Company will use a mix of advertising media such as
television, radio and outdoor advertising to reach potential new subscribers.

- Local Retail Outlets and Superior Customer Service. The
Company strives to provide a high level of customer service and the Company's
use of local retail stores is a key element of this local subscriber service
strategy. The Company's stores are staffed with sales and customer service
representatives who provide a more direct, specifically targeted level of
customer service than is ordinarily offered by larger competitors relying on
centralized customer service operations. By having a permanent local retail
presence, the sales staff can cultivate local market knowledge that allows them
to focus their efforts on the specific demands of the market or markets in
which they operate. This improves their ability to establish relationships
with customers, to understand the customer's needs and to reduce churn. The
sales team's ability to promote the Company's services both inside and outside
of its cluster is enhanced by its license to market under the CELLULAR ONE(R)
brand name and its continuing participation in the North American Cellular
Network ("NACN"), a national cellular network comprised principally of
non-wireline carriers whose goal is to make cellular service "seamless"
throughout North America by facilitating automatic roaming to and from member
systems.

- Advanced Systems Design. The Company's system design and the
TDMA digital technology it employs provide the foundation for technically
superior cellular service. The Company has deployed a large number of cell
sites in each service area. Consequently, subscribers in the Existing Systems
enjoy a high level of local and regional coverage, resulting in high quality
hand-held coverage throughout most of its population centers, minimal call
blocking, seamless call delivery through NACN and the availability of digital
voice and data services. All of the Company's existing cells have already been
upgraded to offer TDMA digital services and the Company intends to selectively
improve the technology being used in the Horizon Systems to match this high
quality level. The Company believes it is well positioned to address new
technologies that might become available in its markets.

- Decentralized Marketing Management. The Company has assembled
management, sales and operating staff with extensive experience and
relationships within each market. The decentralized market management
structure adopted by the Company allows it to tailor its service to meet the
needs of each market. This local approach to marketing is coordinated with
senior management of the Company and allows each market to benefit from shared
corporate resources.

4
<PAGE> 7
relationships with other cellular telephone carriers and provide an opportunity
to gain significant competitive advantages. As it has done successfully in the
past, the Company intends to pursue acquisition opportunities which permit the
Company to achieve these strategic objectives either with respect to its
current cluster or elsewhere.

- Future Competition. The Company is preparing for what is
expected to be an increasingly competitive telecommunications environment by
aggressively working to attract new subscribers. The Company believes it is
prepared for this competition because it is not dependent on high roaming or
local rates. In addition, the Company believes that it can effectively face
this competition from its position as an incumbent in the cellular field with a
high quality network that is not capacity constrained. The Company also has an
extensive footprint, strong distribution channels, superior customer service
capabilities and an experienced management team. Because the Company operates
in medium to small markets, the new personal communications services ("PCS")
licensees may be unable or unwilling to offer commercially viable wireless
service in much of the Company's area in the near term. The Company believes
the extensive capital expenditures required to deploy the infrastructure for
PCS is more readily justifiable from an economic standpoint in larger, more
densely populated urban areas. This constraint of PCS may position the Company
to offer roaming services to PCS customers, as well as to provide bulk lines of
service for resale to certain PCS companies. For example, the Company's
existing Youngstown and Erie systems are equipped to provide TDMA digital
roaming to AT&T Wireless PCS subscribers when AT&T Wireless introduces dual
band TDMA phones in the adjacent Cleveland and Buffalo-Rochester MTAs.

THE HORIZON ACQUISITION

On July 11, 1996, the Company signed an agreement with Horizon
Cellular Telephone Company of Chautauqua, L.P., Horizon Cellular Telephone
Company of Crawford, L.P. and Horizon Cellular Telephone Company of Indiana
L.P., (the "Horizon Companies") to purchase for $250.0 million in cash (subject
to net working capital adjustment) the Horizon Systems, which consist of the
PA-1, PA-2, PA-6, PA-7 and NY-3 RSAs. Under the agreement, the Company is to
become the cellular licensee serving contiguous markets representing
approximately 1.3 million Pops and covering over 16,125 square miles in western
Pennsylvania and New York. The PA-2 RSA, which represents 89,400 Pops,
currently operates under IOA pending the FCC's final determination of the
qualifications of the initial lottery winner to hold the permanent license for
the PA-2 RSA. While the Company is not acquiring a permanent license for the
PA-2 RSA, it is entitled to all revenue and income generated by the cellular
system until the FCC resolves the dispute. The Company is unable to predict
when or how the FCC will resolve this matter.

Simultaneously with the closing of the Horizon Acquisition, Sygnet
Communications, Inc. the wholly-owned Subsidiary of the Company will obtain
secured financing from a number of commercial lenders (the "Lenders") under a
$300.0 million revolving line of credit (the "Bank Credit Facility"). Up to
approximately $117.0 million of the proceeds of these loans will be used to pay
part of the purchase price in the Horizon Acquisition and the remainder will be
used for working capital purposes, to refinance $70.5 million in existing debt
and for system expansion. See "Description of Bank Credit Facility."

5
<PAGE> 8
THE NOTES OFFERING

The following summary description of the Notes is qualified in its
entirety by the more detailed information set forth under the caption
"Description of Notes" contained elsewhere in this Prospectus.

<TABLE>
<S> <C>
Notes Offered . . . . . . . . . . . . . . . . . . $110,000,000 aggregate principal amount of %
Senior Notes due 2006.

Maturity Date . . . . . . . . . . . . . . . . . . , 2006.

Interest Payment Dates . . . . . . . . . . . . . and of each year,
commencing , 1997.

Optional Redemption . . . . . . . . . . . . . . . The Notes will be redeemable, in whole or in part,
at the option of the Company at any time on or
after , 2001 at the redemption prices
set forth herein, plus accrued and unpaid interest,
if any, to the date of redemption. In addition, at
any time during the first 36 months after the date
of the original issuance of Notes, the Company may
redeem up to an aggregate of $38.5 million in
principal amount of Notes at a redemption price of
% of the principal amount thereof, plus accrued
and unpaid interest thereon, with the net proceeds
of an offering of Qualified Capital Stock (as
defined) of the Company; provided that at least
$71.5 million in aggregate principal amount of
Notes remain outstanding immediately after the
occurrence of such redemption. See "Description of
Notes -- Optional Redemption."

Ranking . . . . . . . . . . . . . . . . . . . . . The Notes will be general unsecured obligations of
the Company and will rank pari passu with all
senior indebtedness of the Company, if any, and
senior in right of payment to all subordinated
indebtedness of the Company, if any. The Company
is a holding company with no direct operations and
assets other than the stock of the Subsidiary.
Therefore, the Notes will be effectively
subordinated to all liabilities of the Subsidiary.
After giving effect to the Horizon Acquisition, the
Offerings, borrowings under the Bank Credit
Facility and the other transactions described in
this Prospectus under "Unaudited Pro Forma
Condensed Consolidated Financial Data" as if such
transactions had occurred on June 30, 1996, the
Subsidiary would have had $195.9 million in total
outstanding indebtedness, (including $187.5 million
of borrowings under the Bank Credit Facility), all
of which is structurally senior in right of payment
to the Notes. The Indenture will allow the Company
and the Subsidiary to incur additional
</TABLE>

6
<PAGE> 9
<TABLE>
<S> <C>
indebtedness. See "Description of Notes --
Certain Covenants."

Certain Covenants . . . . . . . . . . . . . . . . The Indenture imposes certain limitations on the
ability of the Company and its Restricted
Subsidiaries (as defined) to,
among other things, incur Indebtedness (as
defined), make Restricted Payments (as defined),
effect certain Asset Sales (as defined), enter into
certain transactions with Related Persons (as
defined), merge or consolidate with any other
person or transfer all or substantially all of
their properties and assets. See "Description of
Notes -- Certain Covenants."

Change of Control . . . . . . . . . . . . . . . . Upon the occurrence of a Change of Control (as
defined), each holder of Notes will have the right
to require the Company to obtain the financing
required to repurchase such holder's Notes at 101%
of the principal amount thereof plus accrued and
unpaid interest thereon, if any, to the repurchase
date. The Bank Credit Facility may restrict the
ability of the Company to repurchase the Notes in
the event of a Change of Control and the Company
may not have sufficient funds or financing
available to satisfy its obligations to repurchase
the Notes and other debt that may come due upon a
Change of Control.

Concurrent Offering . . . . . . . . . . . . . . . Concurrently with the Notes Offering the Company is
offering 3,000,000 shares of Class A Common Stock
(the "Class A Common Stock") and certain selling
stockholders (the "Selling Stockholders") are
offering 750,000 shares of Class A Common Stock in
the Common Stock Offering. For a description of
the material provisions of the Class A Common
Stock, see "Description of Capital Stock." Each of
the Offerings is conditioned on the consummation of
the other.

Use of Proceeds . . . . . . . . . . . . . . . . . The Company intends to use the net proceeds of the
Offerings to finance a portion of the Horizon
Acquisition. See "Use of Proceeds" and
"Business -- The Horizon Acquisition."
</TABLE>

RISK FACTORS

Certain factors should be considered in connection with an investment in the
Notes. See "Risk Factors."

7
<PAGE> 10
SUMMARY FINANCIAL AND OPERATING DATA
(DOLLARS IN THOUSANDS, EXCEPT OPERATING DATA)

HISTORICAL HISTORICAL
YEAR ENDED DECEMBER 31 PRO FORMA(1) SIX MONTHS PRO FORMA(1)
---------------------- YEAR ENDED ENDED SIX MONTHS ENDED
1993 1994 1995 DECEMBER 31, 1995 JUNE 30, 1996 JUNE 30, 1996
---- ---- ---- ----------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Total revenue $14,543 $18,114 $24,820 $56,815 $17,313 $32,891
Costs of service 2,514 3,452 3,366 8,144 2,331 4,369
Cost of equipment sales 930 1,624 4,164 7,688 2,003 3,446
General and administrative 4,044 4,112 4,572 9,824 3,200 5,953
Selling and marketing 2,602 2,976 4,317 9,894 2,856 5,042
Depreciation and amortization 1,951 2,639 3,487 14,219 2,483 7,387
Operating income 2,500 3,311 4,914 7,046 4,441 6,694
Interest expense, net 652 964 2,613 27,053 2,633 13,541
Other expense 188 553 286 351 229 348
Net Income (loss) 1,523 1,722 1,950 (20,358) 1,460 (7,195)
Ratio of earnings to fixed charges(2) 3.11 2.60 1.67 1.56

OTHER FINANCIAL DATA:
EBITDA(3) $4,451 $5,950 $8,401 $21,265 $6,924 $14,081

HISTORICAL PRO FORMA (1)
AS OF AS OF
JUNE 30, 1996 JUNE 30, 1996
------------- -------------
<S> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Working capital $ 3,484 $ 6,265
Net fixed assets 22,430 43,267
Total assets 80,181 342,539
Long-term debt 70,500 297,488
Total liabilities 74,695 305,929
Shareholders' equity 5,485 36,610

SELECTED OPERATING DATA:
EXISTING SYSTEMS(4)
Ending Subscribers 18,037 24,124 44,665
Penetration(5) 2.5% 3.3 4.4%
Churn(6) 1.3% 1.5% 1.4%
Subscriber revenue per
average subscriber $52 $46 $44
Selling & marketing costs per
gross additional subscriber $356 $347 $419

HORIZON SYSTEMS(4)
Ending Subscribers 9,530 17,188 33,226
Penetration(5) 0.9% 1.6% 2.4%
Churn(6) n/a 1.0% 1.1%
Subscriber revenue per
average subscriber n/a $38 $36
Selling & market costs per
gross additional subscriber n/a $337 $328
</TABLE>

n/a - Information not available

(1) The unaudited pro forma statement of operations data and EBITDA for
the year ended December 31, 1995 and the six months ended June 30,
1996 include the historical operations of the Company and give effect
to the following as if they occurred as of January 1, 1995, (i) the
Erie Acquisition, (ii) the Horizon Acquisition, (iii) the Offerings,
(iv) the repayment of existing debt, (v) the borrowings under the Bank
Credit Facility, and (vi) the corporate restructuring of the Company.

8
<PAGE> 11
The unaudited pro forma balance sheet data as of June 30, 1996
includes the historical accounts of the Company and gives effect to
the following as if they occurred as of June 30, 1996, (i) the Horizon
Acquisition, (ii) the Offerings, (iii) the repayment of existing debt,
(iv) the borrowings under the Bank Credit Facility, (v) the corporate
restructuring of the Company, and (vi) the termination of Subchapter S
status of the predecessor corporations for federal and state income
tax purposes. The unaudited pro forma condensed consolidated
financial information gives effect to the Erie and Horizon
Acquisitions under the purchase method of accounting.

(2) For the purposes of computing the ratio of earnings to fixed charges
and pro forma deficiency of earnings to fixed charges, "earnings" are
defined as earnings before extraordinary items and accounting changes,
interest expense, amortization of deferred financing costs, taxes and
a portion of rent expense representative of interest. Fixed charges
consist of interest expense, amortization of deferred financing costs
and a portion of rent expense representative of interest. The pro
forma deficiency of earnings to fixed charges was $20.4 million for
the year ended December 31, 1995 and $7.2 million for the six months
ended June 30, 1996.

(3) EBITDA means income before interest expense, income tax expense,
depreciation and amortization expense, minority interest and other
non-cash expenses. EBITDA is not intended to represent cash flows
from operating activities, as determined in accordance with generally
accepted accounting principles, nor has it been presented as an
alternative to operating income as an indicator of operating
performance and should not be considered as a substitute for measures
of performance prepared in accordance with generally accepted
accounting principles.

(4) Existing Systems, which include the Company on a historical basis and
Erie Cellular Telephone Company, represent certain operating data for
the years ended December 31, 1993, 1994 and 1995. Horizon Systems
include certain operating data for the Horizon Companies for the years
ended December 31, 1993, 1994 and 1995.

(5) Represents the ratio of ending subscribers to total Pops of system.

(6) Represents the average of the monthly churn rates during the periods
presented. Churn equals the ratio of disconnected monthly subscribers
to average monthly subscribers.

9
<PAGE> 12
RISK FACTORS

In addition to the other information contained in this Prospectus, the
following risk factors should be carefully considered in evaluating the Company
and its business before purchasing the Notes offered hereby.

LEVERAGE AND ABILITY TO MEET REQUIRED DEBT SERVICE

The Company considers itself highly leveraged. On a pro forma basis,
after giving effect to the Horizon Acquisition and the debt incurred to finance
such acquisition, including the Notes, the Company's ratio of EBITDA to total
interest expense would have been 0.79 and 1.04, for the year ended December 31,
1995 and the six months ended June 30, 1996, respectively, and the Company's
deficiency of earnings to fixed charges would have been $20.4 million and $7.2
million. The Company's high degree of leverage could significantly limit its
ability to make acquisitions, withstand competitive pressures, weather adverse
economic conditions, finance its operations or take advantage of business
opportunities that may arise.

The Company's ability to service its debt will require significant and
sustained growth in the Company's cash flow. There can be no assurance that
the Company will be successful in improving its cash flow by a sufficient
magnitude or in a timely manner or in raising additional equity or debt
financing to enable the Company to meet its debt service requirements.

HOLDING COMPANY STRUCTURE; STRUCTURAL SUBORDINATION

The Notes will be general unsecured obligations of the Company and
will rank pari passu in right of payment with all future senior indebtedness of
the Company, if any, and senior in right of payment to all future subordinated
indebtedness of the Company, if any. The Company does not currently have any
other existing debt. The Company's operations are conducted through the
Subsidiary and the Company holds no significant assets other than the stock of
the Subsidiary and has no independent operations. As a result, all
indebtedness of the Subsidiary, including the Subsidiary's borrowings under the
Bank Credit Facility, will be structurally senior to the Notes. The Company
will pledge the stock of the Subsidiary to secure the borrowings under the Bank
Credit Facility. In the event of a dissolution, bankruptcy, liquidation or
reorganization of the Subsidiary, holders of the Notes will not receive any
amounts in respect of the Notes until after the claims of creditors of the
Subsidiary are satisfied. As of June 30, 1996, after giving effect to the
Horizon Acquisition and the Offerings, repayment of existing debt, borrowings
under the Bank Credit Facility and certain other transactions described under
"Unaudited Pro Forma Condensed Consolidated Financial Data" (the "Related
Financings"), the Subsidiary would have had $195.9 million of total outstanding
liabilities, including $187.5 million of borrowings under the Bank Credit
Facility. See "Capitalization" and "Unaudited Pro Forma Condensed Consolidated
Financial Statements." The Company is dependent on the cash flow of the
Subsidiary to meet its obligations, including the payment of interest and
principal obligations on the Notes when due. Accordingly, the Company's
ability to make principal, interest and other payments to holders of the Notes
when due is dependent on the receipt of sufficient funds from the Subsidiary.
Receipt of such funds will be restricted by the terms of existing and future
indebtedness of the Subsidiary, including the Bank Credit Facility.

BUSINESS RISKS ASSOCIATED WITH THE HORIZON ACQUISITION

The Company will be subject to risks that the Horizon Systems will not
perform as expected and that the returns from such systems will not support the
indebtedness incurred to acquire, or the capital expenditures needed to
develop, such systems. See "Business -- The Horizon Acquisition."

The Company has filed applications seeking FCC approval to assign each
of the licenses to be acquired by the Company as part of the Horizon
Acquisition. The Company may consummate such acquisition after the FCC grants
the applications, but prior to the time the FCC grants are no longer subject
to reconsideration or review. If the Company consummates such acquisition
prior to the time the grants become final orders, there can be no assurance
that any or all such grants will not be reconsidered, reviewed or revoked. In
the event any such grant is revoked, the Company could

10
<PAGE> 13
be required to refile its applications, rescind the acquisition or otherwise
dispose of the licenses acquired pursuant to the Horizon Acquisition.

COMPETITION

In each of its markets, the Company competes with one other cellular
licensee, most of which are larger and have greater financial resources than
the Company. The Company also competes, although to a lesser extent, with
paging companies and landline telephone service providers. Many of the
Company's current and potential competitors have financial, personnel and other
resources substantially greater than those of the Company, as well as other
competitive advantages over the Company. See "Business -- Competition" for
more detailed information on the competitive environment faced by the Company.
Current policies of the FCC authorize only two cellular licensees to operate in
each license area and the Company expects there will continue to be competition
from the other licensee authorized to serve each cellular market in which the
Company operates. Competition for subscribers between cellular licensees in a
given license area is based principally upon the services and enhancements
offered, the technical quality of the cellular system, customer service, system
coverage and capacity and price.

As a result of recent regulatory and legislative initiatives, the
Company's cellular operations may face increased competition from entities
using or proposing to use other comparable communications technologies. The
Company is unable to predict whether or not such competing technologies will be
successful and as a result will provide significant competition for the
Company. While some of these technologies and services using them are
currently operational, most are still in the process of development and
commercialization. For example, the Company's cellular operations are expected
to face additional competition from new market entrants once systems designed
to provide PCS have been constructed and become operational and may face
competition from other technologies developed in the future including, but not
limited to, satellite systems. The Company believes the likelihood of
near-term competition from such services is reduced because the areas in which
it operates are less densely populated. There can be no assurance, however,
that one or more of the technologies currently utilized by the Company in its
business will not become inferior or obsolete at some time in the future. See
"Business -- Competition."

RAPID TECHNOLOGICAL CHANGES

The telecommunications industry is subject to rapid and significant
changes in technology, including advancements protected by intellectual
property laws. While the Company believes that for the foreseeable future
these changes will not materially hinder the Company's ability to acquire
necessary technologies, the effect of technological changes on the businesses
of the Company cannot be predicted. Thus, there can be no assurance that
technological developments will not have a material adverse effect on the
Company.

DEPENDENCE ON KEY PERSONNEL

The Company's businesses are managed by a small number of management
and operating personnel, the loss of certain of whom could have a material
adverse effect on the Company. The Company believes that its ability to manage
its planned growth successfully will depend in large part on its continued
ability to attract and retain highly skilled and qualified personnel. Each of
the Company's key executives will enter into written employment agreements with
the Company. See "Management."

RELIANCE ON USE OF THIRD-PARTY SERVICE MARK

11
<PAGE> 14
are not renewed upon expiration or if the Company fails to meet the applicable
operating or service quality standards, the Company's ability both to attract
new subscribers and retain existing subscribers could be impaired. The Company
does not anticipate any difficulty in obtaining renewal of its agreements with
Cellular One Group or in continuing to meet such standards. Recently,
McCaw/AT&T Wireless, which had been the single largest user of the CELLULAR
ONE(R) name, has significantly reduced its use of the brand name as a primary
service mark. If for this or some other reason beyond the Company's control,
the name CELLULAR ONE(R) were to suffer diminished marketing appeal, the
Company's ability both to attract new subscribers and retain existing
subscribers could be materially impaired.

ABSENCE OF A PUBLIC MARKET FOR THE NOTES; POSSIBLE VOLATILITY OF NOTE PRICE

The Notes are new securities for which there is currently no market.
Although the Company has been advised by the Underwriters that, following
completion of the Notes Offering, they currently intend to make a market in the
Notes, they are not obligated to do so and any such market-making activities
may be discontinued at any time without notice. Accordingly, there can be no
assurance as to the development or liquidity of any market for the Notes. If a
market for the Notes were to develop, the Notes could trade at prices that may
be higher or lower than their initial offering price depending upon many
factors, including prevailing interest rates, the Company's operating results
and the markets for similar securities. Historically, the market for
non-investment grade debt has been subject to disruptions that have caused
substantial volatility in the prices of securities similar to the Notes. There
can be no assurance that if a market for the Notes were to develop, such a
market would not be subject to similar disruptions.

FRAUDULENT CONVEYANCE STATUTES

Various laws enacted for the protection of creditors may apply to the
Company's incurrence of indebtedness and other obligations in connection with
the Horizon Acquisition, including the issuance of the Notes. If a court were
to find in a lawsuit by an unpaid creditor or representative of creditors of
the Company that the Company did not receive fair consideration or reasonably
equivalent value for incurring such indebtedness or obligation and, at the time
of such incurrence, the Company: (i) was insolvent; (ii) was rendered
insolvent by reason of such incurrence; (iii) was engaged in a business or
transaction for which the assets remaining in the Company constituted
unreasonably small capital; or (iv) intended to incur or believed it would
incur obligations beyond its ability to pay such obligations as they mature,
such court, subject to applicable statutes of limitation, could determine to
invalidate, in whole or in part, such indebtedness and obligations as
fraudulent conveyances or subordinate such indebtedness and obligations to
existing or future creditors of the Company.

The measure of insolvency for purposes of the foregoing will vary
depending on the law of the jurisdiction which is being applied. Generally,
however, the Company would be considered insolvent at a particular time if the
sum of its debts was then greater than all of its property at a fair valuation
or if the present fair saleable value of its assets was then less than the
amount that would be required to pay its probable liabilities on its existing
debts as they became absolute and matured. On the basis of its historical
financial information, its recent operating history as discussed in
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and other factors, the Company's management believes that, after
giving effect to indebtedness incurred in connection with the Horizon
Acquisition and other related financings, the Company will not be rendered
insolvent, will have sufficient capital for the business in which it will be
engaged and will be able to pay its debts as they mature; however, management
has not obtained any independent opinion regarding such issues. In addition,
there can be no assurance as to what standard a court would apply in making
such determinations.

POTENTIAL FOR ADVERSE REGULATORY CHANGE AND THE NEED FOR REGULATORY APPROVALS

12
<PAGE> 15
and 2001, respectively. The licenses for PA-6 and PA-7 both expire on October
1, 2000 and the licenses for PA-1 and NY-3 expire one year later. In each case
the Company will apply for renewal of its license, and while the Company
believes that each of these licenses will be renewed based upon FCC rules
establishing a presumption in favor of licensees that have complied with their
regulatory obligations during the initial license period, there can be no
assurance that all of the Company's licenses will be renewed. See "Business --
Regulatory Overview."

FLUCTUATIONS IN MARKET VALUE OF LICENSES

A substantial portion of the Company's assets consist of the
Subsidiary's interests in cellular licenses. The future value of the Company's
interest in its cellular licenses will depend significantly upon the success
of the Company's business. While there is a current market for the Company's
licenses, such market may not exist in the future or the values obtainable may
be significantly lower than at present. The transfer of interests in such
licenses is also subject to prior FCC approval. As a consequence, there can be
no assurance that the proceeds from the liquidation or sale of the Company's
assets would be sufficient to pay the Company's obligations and a significant
reduction in the value of the licenses could require a charge to the Company's
results of operations.

EQUIPMENT FAILURE AND NATURAL DISASTER

Although the Company carries "business interruption" insurance, a
major equipment failure or a natural disaster affecting the Company's central
switching office, its microwave links or certain of its cell sites could have a
material adverse effect on the Company's operations.

RADIO FREQUENCY EMISSION CONCERNS

Media reports have suggested that certain radio frequency ("RF")
emissions from portable cellular telephones may be linked to cancer. Concerns
over RF emissions may have the effect of discouraging the use of cellular
telephones, which could have a material adverse effect on the Company's
business. The FCC has a rulemaking proceeding pending to update the guidelines
and methods it uses for evaluating RF emissions from radio equipment, including
cellular telephones. While the proposal would impose more restrictive
standards on RF emissions from low power devices such as portable cellular
telephones, it is believed that all cellular telephones currently marketed and
in use by the Company's customers already comply with the proposed new
standards.

13
<PAGE> 16
USE OF PROCEEDS

The net proceeds to be received by the Company from the issuance and
sale of the Notes are estimated to be approximately $105.6 million (after
estimated fees and expenses of approximately $4.4 million). The Company
intends to use such net proceeds, along with a portion of the proceeds from the
Common Stock Offering and the Bank Credit Facility, to finance the Horizon
Acquisition. See "Business -- The Horizon Acquisition."

SOURCES AND USES OF FUNDS
(IN THOUSANDS)

<TABLE>
<S> <C>
SOURCES:
Bank Credit Facility $187,488
Notes Offering 110,000
Common Stock Offering 36,000
--------
Total sources $333,488
========

USES:
Acquisition of Horizon Systems $250,000
Purchase of Horizon net current assets 2,468
Repayment of long-term bank debt 70,500
Estimated fees and expenses related to the
Offerings and Bank Credit Facility 10,520(1)
--------
Total uses $333,488
========
</TABLE>

(1) Represents estimates of $4,425 for underwriting and other expenses
related to the Notes Offering, $3,095 for underwriting and other
expenses related to the Common Stock Offering and $3,000 for fees
related to the Bank Credit Facility.

14
<PAGE> 17
CAPITALIZATION

The following table sets forth the unaudited capitalization of the
Company as of June 30, 1996 on (i) an actual basis and (ii) on a pro forma
basis after giving effect to the Horizon Acquisition, the Offerings, repayment
of the existing debt, borrowings under the Bank Credit Facility and the other
transactions described herein under "Unaudited Pro Forma Condensed Consolidated
Financial Data." This table should be read in conjunction with the combined
financial statements of the Company, including the notes thereto, and the
"Unaudited Pro Forma Condensed Consolidated Financial Data" and notes thereto,
included elsewhere HEREIN.

<TABLE>
<CAPTION>
AS OF JUNE 30, 1996
-------------------
(DOLLARS IN THOUSANDS)

PRO FORMA
ACTUAL AS ADJUSTED
------ -----------
<S> <C> <C>
Long-term debt $ 70,500
Bank Credit Facility $ 187,488
Senior Notes due 2006 110,000
-------- ---------
Total long-term debt 70,500 297,488

Shareholders' equity:(2)
Common Stock 1,331 92(1)
Additional paid-in capital 3,920 38,165
Treasury stock (1,719)
Retained earnings (deficit) 1,953 (1,647)
-------- ---------
Total shareholders' equity 5,485 36,610
-------- ---------
Total capitalization $ 75,985 $ 334,098
======== =========
</TABLE>

(1) Consists of Class A Common Stock, $0.01 par value per share:
60,000,000 shares authorized; pro forma - 3,750,000 shares issued and
outstanding; Class B Common Stock, $0.01 par value per share:
10,000,000 shares authorized; pro forma - 5,420,630 shares issued and
outstanding.

(2) Excludes options to purchase 500,400 shares of Class A Common Stock
under the Company's 1996 Stock Option Plan ("SOP"), none of which are
presently exercisable.

15
<PAGE> 18
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL DATA

The following unaudited pro forma condensed consolidated statements of
operations of the Company for the year ended December 31, 1995 and the six
months ended June 30, 1996 include the historical operations of the Company and
give effect to the following as if they occurred as of January 1, 1995, (i) the
Erie Acquisition, (ii) the Horizon Acquisition, (iii) the Offerings, (iv) the
repayment of existing debt, (v) the borrowings under the Bank Credit Facility
and (vi) the corporate restructuring of the Company.

The following unaudited pro forma condensed consolidated balance sheet
as of June 30, 1996 includes the historical accounts of the Company and gives
effect to the following as if they occurred as of June 30, 1996, (i) the
Horizon Acquisition, (ii) the Offerings, (iii) the repayment of existing debt,
(iv) the borrowings under the Bank Credit Facility, (v) the corporate
restructuring of the Company and (vi) the termination of Subchapter S status of
the predecessor corporations for federal and state income tax purposes. The
unaudited pro forma condensed consolidated financial information gives effect
to the Erie and Horizon Acquisitions under the purchase method of accounting
and to the assumptions in the accompanying notes to the unaudited pro forma
condensed consolidated financial data.

The unaudited pro forma condensed consolidated balance sheet at June
30, 1996 and statements of operations for the year ended December 31, 1995 and
six months ended June 30, 1996 have been prepared by the Company based in part
on information provided by (i) AT&T Wireless (former majority owner of Erie)
for periods prior to the consummation of the Erie Acquisition in September 1995
with respect to the historical results of operations of Erie (as a whole) and
(ii) the Horizon Companies for periods prior to the consummation of the Horizon
Acquisition planned for September 1996 with respect to the historical results
of the operations and balance sheet of the Horizon Companies. The related pro
forma adjustments have been prepared by the Company's management based on its
assumptions and using the best available information provided by AT&T Wireless
and the Horizon Companies.

The unaudited pro forma condensed consolidated financial data has been
prepared by the Company's management. The unaudited pro forma data is not
designed to represent and does not represent what the Company's financial
position or results of operations actually would have been had the
aforementioned transactions been completed as of the date or the beginning of
the periods indicated, or to project the Company's results of operations at any
future date or for any future period. The unaudited pro forma condensed
consolidated financial information should be read in conjunction with the 1995
combined financial statements and notes of the Company and the Horizon Systems
and the financial statements of Erie Cellular Telephone Company for the period
from January 1, 1995 to September 29, 1995, contained elsewhere in this
Prospectus.

16
<PAGE> 19
SYGNET WIRELESS, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1995
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
ERIE PRO FORMA PRO FORMA ADJUSTMENTS
ACQUISITION ADJUSTMENT FOR PRO FORMA FOR THE OFFERINGS AND
HISTORICAL HISTORICAL(a) ERIE ACQUISITION COMBINED BANK CREDIT FACILITY
---------- ------------- ----------------- -------- --------------------
<S> <C> <C> <C> <C> <C>
REVENUE
Cellular services $21,610 $4,638 $26,248
Equipment sales 1,529 916 2,445
Other 1,681 -- 1,681
------- ------- -------
TOTAL REVENUE 24,820 5,554 30,374

COSTS AND EXPENSES
Cost of cellular services 3,366 1,367 4,733
Cost of equipment sold 4,164 887 5,051
General and administrative 4,572 1,273 $ (772)(b) 5,073
Selling and marketing 4,317 1,634 (161)(c) 5,790
Depreciation and amortization 3,487 362 1,054 (d) 4,903 $ 635(e)
------- ------ ----- ------- -------
TOTAL COSTS AND EXPENSES 19,906 5,523 121 25,550 635

INCOME FROM OPERATIONS 4,914 31 (121) 4,824 (635)

OTHER
Interest expense, net 2,613 2,613 24,440(f)
Other 351 351
------- ------ ------- ------- --------
TOTAL OTHER 2,964 2,964 24,440
------- ------ ------- ------- --------

NET INCOME (LOSS)(l) $ 1,950 $ 31 $ (121) $ 1,860 $(25,075)
======= ====== ======= ======= =========
</TABLE>

HORIZON COMPANIES PRO FORMA ADJUSTMENTS PRO FORMA
HISTORICAL(g) FOR HORIZON ACQUISITION AS ADJUSTED
---------- ----------------------- -----------
<S> <C> <C> <C>
REVENUE
Cellular services $24,348 $ 50,596
Equipment sales 1,664 4,109
Other 429 2,110
------- ---------
TOTAL REVENUE 26,441 56,815

COSTS AND EXPENSES
Cost of cellular services 3,411 8,144
Cost of equipment sold 2,637 7,688
General and administrative 4,901 $ (150)(h) 9,824
Selling and marketing 4,104 9,894
Depreciation and amortization 6,816 1,865(i) 14,219
------- ------ ---------
TOTAL COSTS AND EXPENSES 21,869 1,715 49,769

INCOME FROM OPERATIONS 4,572 (1,715) 7,046

OTHER
Interest expense, net 3,996 (3,996)(j) 27,053
Other 351
------- -------- ---------
TOTAL OTHER 3,996 (3,996) 27,404
------- -------- ---------

NET INCOME (LOSS)(l) $ 576 $ 2,281 $(20,358)
======= ======= =========

PRO FORMA NET LOSS PER SHARE $ (2.22)
=========

NUMBER OF SHARES USED TO COMPUTE PRO FORMA PER SHARE DATA 9,170,630
=========
</TABLE>

(1) The pro forma statements of operations for the year ended December 31,
1995 and six months ended June 30, 1996 do not include a tax benefit
related to the pro forma losses. Such losses would be carried forward
and their realization would be dependent upon future taxable income.

17
<PAGE> 20
SYGNET WIRELESS, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 1996
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
PRO FORMA ADJUSTMENTS HORIZON
FOR THE OFFERINGS AND COMPANIES PRO FORMA ADJUSTMENTS PRO FORMA
HISTORICAL BANK CREDIT FACILITY HISTORICAL(g) FOR HORIZON ACQUISITION AS ADJUSTED
---------- -------------------- ------------- ----------------------- -----------
<S> <C> <C> <C> <C>
REVENUE
Cellular services $15,815 $14,504 $ 30,319
Equipment sales 743 893 1,636
Other 756 180 936
------- ------- --------
TOTAL REVENUE 17,314 15,577 32,891

COSTS AND EXPENSES
Cost of cellular services 2,331 2,038 4,369
Cost of equipment sold 2,003 1,443 3,446
General and administrative 3,200 2,828 $(75)(h) 5,953
Selling and marketing 2,856 2,186 5,042
Depreciation and amortization 2,483 $ 307(e) 3,918 679(i) 7,387
------- --------- ------- ------ --------
TOTAL COSTS AND EXPENSES 12,873 307 12,413 604 26,197

INCOME FROM OPERATIONS 4,441 (307) 3,164 (604) 6,694

OTHER
Interest expense, net 2,633 10,908(f) 1,796 (1,796)(j) 13,541
Other 348 348
------- --------- ------ ------- --------
TOTAL 2,981 10,908 1,796 (1,796) 13,889
------- --------- ------- ------- --------

NET INCOME (LOSS)(1) $ 1,460 $(11,215) $ 1,368 $1,192 $ (7,195)
======= ========= ======= ====== ========

PRO FORMA NET LOSS PER SHARE $ (0.78)
========

NUMBER OF SHARES USED TO COMPUTE PRO FORMA PER SHARE DATA 9,170,630
=========
</TABLE>

18
<PAGE> 21
SYGNET WIRELESS, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
JUNE 30, 1996
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
PRO FORMA
ADJUSTMENTS
FOR THE
HORIZON OFFERINGS AND PRO FORMA
COMPANIES BANK CREDIT AS
HISTORICAL HISTORICAL(m) FACILITY ADJUSTED
---------- ---------- -------- --------
<S> <C> <C> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents $ 1,661 $ 1,019 $ (1,019)(n) $1,661
Accounts receivable 4,755 5,574 10,329
Inventory 738 397 1,135
Prepaid expenses and deferred tax assets 550(k) 185 735
------- -------- ------- --------
Total current assets 7,704 7,175 (1,019) 13,860
Property and equipment -- net 22,430 20,837 43,267
Cellular licenses -- net 48,824 90,289 138,874(m)(o) 277,987
Deferred financing costs 1,537 5,888(p) 7,425
------- -------- -------- --------
TOTAL ASSETS $80,495 $118,301 $143,743 $342,539
======= ======== ======== ========

LIABILITIES & SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable $ 913 $1,446 $2,359
Other current liabilities 822 694 1,516
Accrued expenses 2,172 1,548 3,720
------- --------- --------
Total current liabilities 3,907 3,688 7,595
Deferred tax liability 557(l) 557
Long-term debt 70,500 31,981 195,007(q) 297,488
Other long-term liabilities 289 289
------- --------- -------- --------
Total liabilities 75,253 35,669 195,007 305,929
Shareholders' equity 5,242 82,632 (51,264)(r) 36,610
------- --------- -------- --------

TOTAL LIABILITIES & SHAREHOLDERS' EQUITY $80,495 $ 118,301 $143,743 $342,539
======= ========= ======== ========
</TABLE>

19
<PAGE> 22
NOTES TO UNAUDITED PRO FORMA CONDENSED
CONSOLIDATED FINANCIAL DATA
(DOLLARS IN THOUSANDS)

For purposes of determining the pro forma effect of the transactions described
in the previous pages on the Company's Unaudited Pro Forma Condensed
Consolidated Statements of Operations for the year ended December 31, 1995 and
the six months ended June 30, 1996, the following adjustments have been made:

<TABLE>
<CAPTION>
Six months
Year ended ended
December 31, 1995 June 30,1996
----------------- ------------

<S> <C> <C> <C>
(a) Represents the results of operations of Erie Cellular Telephone
Company ("Erie") for the period from January 1, 1995 through
September 29, 1995. Erie was acquired from AT&T Wireless on
September 29, 1995.

(b) General and administrative expenses have been adjusted to
eliminate certain corporate costs charged by AT&T Wireless to
Erie during the period from January 1, 1995 through September
29, 1995 that were not incurred subsequent to the Erie
Acquisition. $(772)

(c) Selling and marketing expenses have been adjusted to eliminate
certain corporate costs charged by AT&T Wireless to Erie during
the period from January 1, 1995 through September 29, 1995 that
were not incurred subsequent to the Erie Acquisition. $(161)

(d) Represents incremental amortization and depreciation for the
period from January 1, 1995 through September 29, 1995 due to
(i) the application of purchase accounting resulting from
increases in the basis of intangible assets and (ii) the
upgrade of certain property and equipment in the Erie
Acquisition. Intangible assets include cellular licenses that
are amortized over 40 years. Property and equipment includes
cell site equipment that is depreciated over 5 to 12 years.

Eliminate historical amortization expense related to
cellular licenses $(171)

Amortization of cellular licenses 755

Depreciation of new cell site equipment 470
-------
$ 1,054
=======
(e) Represents the amortization of estimated deferred financing
costs resulting from the (i) sale of the Notes, (ii) borrowings
under the Bank Credit Facility and (iii) elimination of
historical amortization relating to the repayment of existing
debt. Deferred financing costs are amortized over the life of
the related debt.

Amortization of deferred financing costs related to the
sale of the Notes $443 $ 222

Amortization of deferred financing costs related to
borrowings under the Bank Credit Facility 375 188

Elimination of amortization of deferred financing costs
related to existing debt (183) (103)
------- -------
$ 635 $ 307
======= =======
(f) Represents the net effect on interest expense resulting from
(i) the sale of the Notes assuming an interest rate of 11% per
annum, (ii) borrowings of $187.5 million under the Bank Credit
Facility with a variable interest rate (assumed to be 8% per
annum) and (iii) elimination of historical interest expense
relating to the repayment of existing debt.

Interest expense related to the sale of the Notes $12,100 $ 6,050

Interest expense related to borrowings under the Bank
Credit Facility 15,000 7,500

Elimination of historical interest expense on existing
debt (2,660) (2,642)
-------- ---------
$24,440 $10,908
======= =======
If the interest rate on the variable rate Bank Credit Facility
were to change by 1/8 of one percent, interest expense would
change by approximately $234 for the year ended December 31,
1995 and $117 for the six months ended June 30, 1996.

(g) Represents the results of operations of the Horizon Companies
for the year ended December 31, 1995 and six months ended June
30, 1996 plus the results of operations of AMC Cellular
Associates (Indiana, PA-7 RSA) for the period from January 1,
1995 through June 15, 1995. The Horizon Companies acquired the
operating license and certain operating assets and liabilities
of PA-7 on June 15, 1995.

(h) General and administrative expenses have been adjusted to
eliminate certain corporate costs charged to the Horizon
Companies that will not be incurred subsequent to the Horizon
Acquisition. $ (150) $ (75)
======== ========
</TABLE>

20
<PAGE> 23
<TABLE>
<CAPTION>
Six months
Year ended ended
December 31, 1995 June 30,1996
----------------- ------------
<S> <C> <C> <C>
(i) Represents the incremental amortization due to the application
of purchase accounting resulting from an increase in the basis
of intangible assets in the Horizon Acquisition. Intangible
assets include cellular licenses and customer lists that are
amortized over 40 and 5 years, respectively.

Eliminate historical amortization expense related to
cellular licenses and customer lists $(3,860) $ (2,184)

Amortization of cellular licenses and customer lists 5,725 2,863
-------- --------
$1,865 $ 679
======== ========

(j) Represents the elimination of historical interest expense as a
result of debt not assumed as part of the Horizon Acquisition. ($3,996) ($1,796)
======== ========
</TABLE>

<TABLE>
<CAPTION>
As of June 30, 1996
-------------------
<S> <C> <C>
(k) Prepaid expenses and deferred tax assets include a pro forma
adjustment for a deferred tax asset to be recorded as a result
of the termination of Subchapter S status for federal and state
income tax purposes assuming it occurred as of June 30, 1996.
Before this adjustment, prepaid expenses and deferred tax
assets totaled $236. Deferred tax assets are primarily
attributable to certain accrued expenses. $314
====

(l) Represents the deferred tax liability to be recorded as a
result of the pro forma adjustment for a termination of
Subchapter S status for federal and state income tax purposes
assuming it occurred as of June 30, 1996. The deferred tax
liability is primarily attributable to accelerated methods of
depreciation for income tax purposes. $557
====
(m) Reflects adjustments to assets acquired and liabilities assumed
of the Horizon Companies based on their estimated fair values
under the purchase method of accounting. The allocation of the
aggregate purchase cost below is preliminary and assumes the
historic net book value of tangible assets approximates their
fair value. The actual allocation will be based on
management's final evaluation of such assets and liabilities.
Some portion of the excess of purchase cost over the historical
cost of the net assets acquired may ultimately be allocated to
specific tangible and intangible assets and liabilities. The
final allocation of purchase cost and the resulting effect on
net income may differ significantly from the pro forma amounts
included herein.

(n) Represents the net adjustment to cash and cash equivalents as a
result of the following:

Proceeds from sale of the Notes $ 110,000

Net proceeds to the Company from the Common Stock
Offering (estimated offering expenses include the
underwriting discount and commissions of $2,520 and
other expenses of $575) 32,905

Proceeds from borrowings under the Bank Credit Facility 187,488

Purchase of net current assets of the Horizon Companies
(exclusive of cash), using June 30, 1996 amounts (2,468)
Acquisition of the Horizon Companies (250,000)

Payment of deferred financing costs related to the sale
of the Notes and borrowings under the Bank Credit
Facility (7,425)

Repayment of existing debt (70,500)

Cash not acquired in connection with the Horizon Acquisition (1,019)
----------
$ (1,019)
==========

(o) Represents the net increase in cellular licenses and customer
lists due to the application of purchase price accounting for
assets to be acquired in the Horizon Acquisition.

Elimination of historical cellular licenses and
customer lists $ (90,289)

Fair value of cellular license and customer lists to be 229,163
acquired as a result of the Horizon Acquisition ----------
$ 138,874
==========
</TABLE>

21
<PAGE> 24
<TABLE>
<CAPTION>
As of
June 30, 1996
-------------

<S> <C> <C>
(p) Represents the net adjustment to deferred financing costs as a
result of:

Deferred financing costs related to the sale of the
Notes $ 4,425

Deferred financing costs related to borrowings under
the Bank Credit Facility 3,000

Estimated non-recurring write-off of previously
capitalized deferred financing costs as of June 30,
1996 as a result of the repayment of existing debt (1,537)
-------
$ 5,888
======
(q) Represents the net effect on long-term debt resulting from:

Sale of the Notes $110,000

Borrowings under the Bank Credit Facility 187,488

Repayment of existing debt (70,500)

Elimination of Horizon Companies debt not assumed as (31,981)
part of the Horizon Acquisition --------
$195,007
========
(r) Represents the net adjustment to shareholders' equity as a
result of:

The proceeds from the sale of Class A Common Stock net
of underwriting discounts and commissions of $2,520 and
other expenses of $575 based on an assumed initial
public offering price of $12.00 per share $ 32,905

Elimination of net equity in connection with pending
Horizon Acquisition (82,632)

Represents the effect on shareholders' equity of an
expected non-recurring charge in connection with the
write-off of deferred financing costs associated with
the retirement of existing debt (1,537)
----------
$(51,264)
=========
</TABLE>

<PAGE> 25
SELECTED FINANCIAL DATA
THE COMPANY

The following selected financial data are derived from the combined
historical financial statements of the Company for periods subsequent to
December 31, 1992. The financial statements for the three years ended December
31, 1995 have been audited by Ernst & Young LLP, independent auditors.
Prior to December 31, 1992, the Company's Selected Financial Data does not
include the selected financial data of Wilcom Corporation, which consists of
paging operations. Prior to such date, the operations of Wilcom Corporation were
not significant and would not impact comparability of the financial data. The
financial statements for the two years ended December 31, 1992 have been
audited by other independent auditors. The financial data for the six month
periods ended June 30, 1996 and 1995 are derived from unaudited financial
statements. The unaudited financial statements include all adjustments,
consisting of normal recurring accruals, which the Company considers necessary
for a fair presentation of the financial position and the results of operations
for these periods. Operating results for the six months ended June 30, 1996
are not necessarily indicative of the results that may be expected for the
entire year ending December 31, 1996. The data should be read in conjunction
with the combined financial statements, related notes and other financial
information included herein.

<TABLE>
<CAPTION>
Six Months
Year Ended December 31, Ended June 30,
------------------------------------------------------------------ -----------------------
1991 1992 1993 1994 1995 1995 1996
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Total revenue $2,125 $11,561 $14,543 $18,114 $24,820 $10,858 $17,313
Cost of service 204 1,270 2,514 3,452 3,366 1,505 2,331
Cost of equipment sales 262 1,207 930 1,624 4,164 1,676 2,003
General and administrative 752 3,221 4,044 4,112 4,572 2,196 3,200
Sales and marketing 538 2,553 2,602 2,976 4,317 1,769 2,856
Depreciation and amortization 289 1,441 1,951 2,639 3,487 1,387 2,483
Operating income 82 1,869 2,500 3,311 4,914 2,326 4,441
Interest expense, net 192 888 652 964 2,613 829 2,633
Other expense, net (6) (114) (325) (626) (351) (111) (348)
Net income (loss) (116) 866 1,523 1,722 1,950 1,385 1,460

Ratio of earnings to fixed
charges(1) 1.84 3.11 2.60 1.67 2.52 1.56

BALANCE SHEET DATA:
Working capital (deficit) $4,285 $1,756 $ 4 $(331) $1,880 $778 $3,484
Net fixed assets 8,355 9,276 11,127 14,084 21,049 16,448 22,430
Total assets 20,488 20,431 20,553 27,418 79,618 29,783 80,181
Long-term debt 13,774 12,064 10,928 18,264 69,500 22,414 70,500
Total liabilities 15,618 15,024 15,224 22,649 75,332 25,609 74,695
Shareholders' equity 4,869 5,407 5,329 4,769 4,286 4,174 5,485
</TABLE>
- --------------------------------

(1) The ratio of earnings to fixed charges is determined by dividing the
sum of earnings before extraordinary items and accounting changes,
interest expense, amortization of deferred financing costs, taxes and
a portion of rent expense representative of interest, by the sum of
interest expense, amortization of deferred financing costs and a
portion of rent expense representative of interest. The ratio of
earnings to fixed charges is not meaningful for periods that result in
a deficit. For the year ended December 31, 1991, the deficiency of
earnings to fixed charges was $116.

HORIZON COMPANIES

The following selected financial data are derived from the combined
financial statements of the Horizon Systems which consist of selected systems
of Horizon Cellular Telephone Company, L.P. The financial statements for the
three years ended December 31, 1995 have been audited by Ernst & Young LLP,
independent auditors. The financial data for the six month periods ended June
30, 1996 and 1995 are derived from unaudited financial statements. Operating
results for the six months ended June 30, 1996 are not necessarily indicative
of the results that may be expected for the entire year ending December 31,
1996. The data should be read in conjunction with the combined financial
statements, related notes, and other financial information included herein.

<TABLE>
<CAPTION> SIX MONTHS
YEAR ENDED DECEMBER 31, ENDED JUNE 30,
---------------------------------- --------------
1993 1994 1995 1995 1996
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Total revenue $6,584 $14,908 $24,473 $9,758 $15,109
Cost of service 1,568 2,808 3,572 1,569 2,121
Cost of equipment sales 717 1,690 2,544 918 1,443
General and administrative 848 2,097 3,577 1,476 2,278
Selling 1,344 2,550 4,016 1,635 2,186
Depreciation and amortization 2,294 4,484 6,650 2,788 3,918
Operating income (loss) (186) 1,280 4,114 1,372 3,164
</TABLE>

23
<PAGE> 26
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND HISTORICAL RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction
with the Company's and Horizon Systems' audited combined financial statements
and the notes thereto appearing elsewhere in this Prospectus. As a result of
the Erie Acquisition and the Horizon Acquisition, the Company's operating
results for the periods discussed may not be indicative of future performance.
The Horizon Systems' operating results exclude all corporate charges and
corporate overhead.

THE COMPANY'S HISTORICAL RESULTS OF OPERATIONS

SIX MONTHS ENDED JUNE 30, 1996 COMPARED TO SIX MONTHS ENDED JUNE 30, 1995

For the six months ended June 30, 1996, revenues totalled $17.3
million, a 58.7% increase over total revenue of $10.9 million for the
comparable period in 1995. Net income for the six months ended June 30, 1996
was $1.5 million, a 7.1% increase over net income of $1.4 million for the first
half of 1995. Earnings before interest, taxes, depreciation and amortization,
minority interest and other non-cash expenses (EBITDA) grew to $6.9 million
(39.9% of total revenue) in the six months ended June 30, 1996 from $3.7
million (34.2% of total revenue) in the comparable 1995 period. Subscriber
revenue grew by 77.0% to $13.1 million in the six months ended June 30, 1996
compared to $7.4 million in the first six months of 1995 as a result of
continued subscriber growth in the Company's markets and from the inclusion of
results from the Erie Acquisition for all of 1996. Consistent with industry
trends, the Company's subscribers continue to increase and at June 30, 1996
ending subscribers had grown 13.7% since December 31, 1995. However, on a per
subscriber basis revenue is down slightly, due in part to competitive market
pressures and the mix of subscribers reflecting safety and security
subscribers, who typically have fewer minutes of use per month. Roamer revenue
grew by 47.4% to $2.8 million during the six months ended June 30, 1996
compared to $1.9 million during the same period in 1995. This increase was a
result of greater volume of roaming traffic in the Existing Systems versus the
comparable 1995 period and the inclusion of the results for Erie for 1996 after
the Erie Acquisition. Roamer rates during the first half of 1996 have remained
flat in comparison to the first half of 1995. Equipment sales were flat period
to period at approximately $0.7 million as retail prices of equipment continued
to decline but were offset by increased accessory sales. Throughout the
industry, to attract subscribers cellular telephone equipment is frequently
provided to subscribers at no cost as part of promotions to sell access,
airtime and cellular service. Consistent with this industry practice the
Company is selling fewer telephones, however, sales of accessories continue to
grow. Other revenue declined to $756,000 in the first six months of 1996 from
$839,000 in the comparable 1995 period as equipment rental revenue continued to
decrease as rental programs continued to be phased out.

Cost of services increased to $2.3 million during the six months ended
June 30, 1996 from $1.5 million in the comparable 1995 period. Although cost
of services has increased 53.3%, subscriber revenue grew 77.0% during the same
period, which was the result of additional usage generated from a larger
subscriber base, primarily Erie, and operating efficiencies gained from the
Erie Acquisition. Cost of equipment sales increased by 17.6% to $2.0 million
in the first half of 1996 from $1.7 million in the comparable 1995 period. The
primary reasons for the rise in cost include an increased number of phones
distributed as new subscriber acquisitions increased, the higher level of swaps
and upgrades of phones by existing customers and the inclusion of the Erie
Acquisition. The increased cost of equipment sold resulting from the rise in
gross activations is somewhat offset by the declining cost to acquire new
telephones. General and administrative costs increased by 45.5% to $3.2
million in the first half of 1996 from $2.2 million in the first half of 1995.
This increase is due primarily to the Erie Acquisition. Other operating costs
also generally increased as the Company grew. Selling and marketing costs grew
by over 61.1% to $2.9 million in the first six months of 1996 from $1.8 million
in the comparable 1995 period. This increase is due to a higher level of new
subscribers added period to period and the Erie Acquisition. Selling and
marketing cost per gross new subscriber decreased slightly to $426 in the first
half of 1996 from $446 in the comparable 1995 period. Depreciation and
amortization increased to $2.5 million in the first six months of 1996 from
$1.4 million in the comparable 1995 period due to the higher levels of fixed
assets purchased for system growth and the Erie Acquisition. The Company
continues to expand its systems by adding cell sites and in the first half of
1996 four new cell sites were constructed at a cost of $0.9 million. The
amortization of the Erie cellular license also contributed $0.8 million to this
increased cost.

Interest expense more than tripled to $2.6 million for the first six
months of 1996 from $0.8 million in the comparable 1995 period. This increase
was primarily a result of increased borrowings associated with the Erie
Acquisition.

24
<PAGE> 27

YEAR ENDED DECEMBER 31, 1995 COMPARED TO YEAR ENDED DECEMBER 31, 1994

For the year ended December 31, 1995, the Company's total revenue
increased to $24.8 million, which was 37.0% higher than 1994 total revenue of
$18.1 million. Net income for the year ended December 31, 1995 was $2.0
million, which was 17.6% higher than the prior year's net income of $1.7
million. EBITDA grew to $8.4 million or 33.9% of total revenue in 1995 from
$6.0 million or 33.1% of total revenue in 1994. Subscriber revenue grew by
52.6% to $17.4 million in the year ended December 31, 1995 from $11.4 million
in the prior year as a result of continued growth in the number of subscribers
in the Existing Systems and from the Erie Acquisition. Roamer revenue was flat
year to year at $4.1 million. During 1995, the Company reduced roaming rates
in certain key areas to be more competitive which increased its roaming traffic
volume. However, the decrease in rates was offset by the increased roaming
traffic volume that occurred. Equipment sales grew by 25.0% to $1.5 million in
1995 from $1.2 million in 1994 as the Company's retail stores continued to
emphasize accessory sales and because of increased subscriber acquisition
levels somewhat offset by continued cellular telephone promotion programs.
Other revenue grew by 21.4% to $1.7 million in 1995 from $1.4 million in 1994,
as the paging subscriber base continued to increase.

Cost of services decreased by 2.9% to $3.4 million during the year
ended December 31, 1995 from $3.5 million in the prior year. This was a result
of the Company's ability to negotiate reduced roaming rates charged by its key
roaming partners. This rate reduction more than offset the additional costs
associated with increased traffic from internal growth and the Erie
Acquisition. Cost of equipment sales more than doubled to $4.2 million in 1995
from $1.6 million in 1994. The primary reasons for the rise in cost include an
increased number of phones distributed on a promotional basis to new
activations, a higher level of swaps and upgrades of phones by existing
customers, the continued phase-out of phone rental programs and the Erie
Acquisition. General and administrative costs increased 12.2% to $4.6 million
in 1995 from $4.1 million in 1994. This increase was primarily due to the Erie
Acquisition, partially offset by a decrease in personal property tax rates for
public utilities.

Selling and marketing costs grew by 43.3% to $4.3 million in the year
ended December 31, 1995 from $3.0 million in the comparable 1994 period. This
increase is due to the growth of new subscribers added to the system in 1995
compared to 1994, the Erie Acquisition and increased advertising levels.
Selling and marketing cost per gross new subscriber increased to $419 in 1995
from $347 in 1994. Depreciation and amortization increased to $3.5 million in
1995 from $2.6 million in 1994 due to the increased fixed assets purchased for
system growth and the Erie Acquisition. In 1995, the Company spent
approximately $9.1 million in capital expenditures, primarily for additional
cell sites which will enable it to further penetrate its Existing Markets and
$3.0 million to convert the acquired Erie equipment to conform with the
Company's technology. The Erie cellular license was acquired at a cost of
$42.5 million resulting in $0.3 million of additional amortization expense in
1995.

Interest expense, net more than doubled to $2.6 million for the year
ended December 31, 1995 from $1.0 million in the year ended December 31, 1994.
During 1995 the Company borrowed approximately $52.0 million primarily
associated with the Erie Acquisition, which resulted in additional interest
expense.

YEAR ENDED DECEMBER 31, 1994 COMPARED TO YEAR ENDED DECEMBER 31, 1993

For the year ended December 31, 1994, the Company's revenue totalled
$18.1 million, a 24.8% increase over 1993 total revenue of $14.5 million. Net
income for the year ended December 31, 1994 was $1.7 million, which was 13.3%
higher than the prior year net income of $1.5 million. EBITDA grew to $6.0
million or 33.1% of total revenue in 1994 from $4.5 million or 31.0% of total
revenue in 1993. Subscriber revenue grew by 28.1% to $11.4 million in 1994
from $8.9 million in the prior year due primarily to the growth in the number
of subscribers. Roamer revenue increased by 32.3% to $4.1 million during 1994
from $3.1 million in 1993 due to higher levels of roaming traffic volume,
partially offset by slight reductions in roaming rates. Throughout the
industry, there is competitive pressure on roaming rates. Equipment sales grew
slightly to $1.2 million in 1994 from $1.1 million in 1993 as the Company
opened two retail stores, which stimulated accessory sales and increased
subscriber acquisition levels.

Cost of services increased by 40.0% to $3.5 million during the year
ended December 31, 1994 from $2.5 million in 1993. This was a result of
increased usage levels associated with the continually growing subscriber base.
Cost of equipment sales increased by 77.8% to $1.6 million in 1994 from $0.9
million in fiscal 1993. This is largely due to the increase in subscriber
activation levels, equipment purchases and increased accessory sales. Selling
and marketing costs grew by 15.4% to $3.0 million in the year ended December
31, 1994 from $2.6 million in the prior year. This increase is due to a higher
level of new subscribers added in 1995 compared to 1994, despite reductions in
dealer and agent per unit costs. Selling and marketing cost per gross new
subscriber decreased to $347 in 1994 from $356 in 1993.

25
<PAGE> 28
Depreciation and amortization increased to $2.6 million in 1994 from
$2.0 million in 1993 due to the depreciation on higher levels of fixed assets
purchased for system growth. Interest expense, net increased by 42.9% to $1.0
million for the year ended December 31, 1994 from $0.7 million in 1993
primarily associated with the purchase of a partnership interest as well as
borrowings for additional system expansion.

Other expense increased to $0.6 million in 1994 from $0.2 million in
1993 due to the write-off of obsolete subscriber equipment.

HORIZON SYSTEMS HISTORICAL RESULTS OF OPERATIONS

The following discussion and analysis is based upon information
obtained from the Horizon Companies and reflects management's current
understanding of the Horizon Systems, which the Company has not yet acquired.

SIX MONTHS ENDED JUNE 30, 1996 COMPARED TO SIX MONTHS ENDED JUNE 30, 1995

Total revenues and sales increased 54.1% to $15.1 million for the six
months ended June 30, 1996 from $9.8 million for the comparable period in 1995.
Of this increase, $3.0 million was due to an increase in subscriber revenues,
$2.1 million was due to an increase in roaming revenues and $0.3 million was
due to an increase in equipment sales. The growth in subscriber revenues was
due primarily to the growth in the number of subscribers associated with
continued internal expansion as well as the acquisition of PA-2 and PA-7. The
growth in roaming revenues was due primarily to increased coverage of the
licensed service area through the construction of additional cell sites. The
growth in equipment sales was due primarily to the increase in the number of
subscriber additions, somewhat offset by continued decreases in cellular
telephone equipment prices. Consistent with industry practices, the Horizon
Companies frequently sold cellular equipment at significant discounts,
resulting in a negative gross margin. Such practices are designed to attract
and retain subscribers to allow the Horizon Companies to focus on its primary
business of selling airtime, access and other cellular services.

Cost of services increased 31.3%, to $2.1 million (13.9% of total
revenues and sales) for the six months ended June 30, 1996 from $1.6 million
(16.3% of total revenues and sales) for the comparable period in 1995. The
growth in the Horizon Companies' subscriber base and the expansion of its
cellular coverage areas led to greater cost of services, primarily in the areas
of system network, billing and administration. The decrease in cost of
services as a percentage of total revenues excluding equipment sales resulted
from continued operational efficiencies as well as the fact that certain costs
are fixed in nature and are spread over an increasing revenue base. Cost of
equipment sales increased 55.6%, to $1.4 million for the six months ended June
30, 1996 from $0.9 million for the comparable period in 1995. The increase was
due primarily to the increase in the number of subscriber additions and their
associated equipment purchases.

General and administrative expenses increased 53.3%, to $2.3 million
(15.2% of total revenues and sales) for the six months ended June 30, 1996 from
$1.5 million (15.3% of total revenues and sales) for the comparable period in
1995. The increase was due primarily to the overall growth of the Horizon
Companies as well as the acquisition of PA-2 and PA-7. The decrease in general
and administrative expenses as a percentage of total revenues and sales
resulted from efficiencies in the Horizon Companies' operations. Selling
expenses increased 37.5%, to $2.2 million (14.6% of total revenues and sales)
for the three months ended June 30, 1996 from $1.6 million (16.3% of total
revenues and sales) for the comparable period in 1995. The increase was due
primarily to the increase in the number of subscribers added.

EBITDA increased 69.0% to $7.1 million (47.0% of total revenues and
sales) for the six months ended June 30, 1996 from $4.2 million (42.9% of total
revenues and sales) for the comparable period in 1995, primarily as a result of
increased subscriber and roaming revenue and efficiencies in cost of services
and general and administrative expenses, as previously discussed.

Depreciation and amortization increased approximately 39.3%, to $3.9
million for the six months ended June 30, 1996 from $2.8 million for the
comparable period in 1995. The increase was primarily the result of
amortization of license costs associated with the acquisition in 1995 of PA-2
and PA-7, as well as an increase in depreciation related to additional cellular
equipment placed into service throughout 1995 and the first quarter of 1996.

YEAR ENDED DECEMBER 31, 1995 COMPARED TO YEAR ENDED DECEMBER 31, 1994

26
<PAGE> 29
revenues was due primarily to the growth in number of subscribers associated
with continued internal expansion as well as the acquisition of PA-2 and PA-7.
The growth in roaming revenues was due primarily to increased coverage of the
licensed service area through the addition of cell sites as well as the
acquisition of PA-2 and PA-7. The growth in equipment sales was due primarily
to the increase in the number of subscribers as noted above, somewhat offset by
continued decreases in cellular telephone equipment prices.

Cost of services increased 28.6%, to $3.6 million (14.7% of total
revenues and sales) for the year ended December 31, 1995 from $2.8 million
(18.8% of total revenues and sales) in 1994. The growth in the Horizon
Companies' subscriber base and the expansion of its cellular coverage areas has
led to greater cost of services, primarily in the areas of system network,
billing and administration. Cost of equipment sales increased 47.1%, to $2.5
million for the year ended December 31, 1995 from $1.7 million in 1994. The
increase was due primarily to the increase in the number of subscribers and
their associated equipment purchases, as noted above.

General and administrative expenses increased 71.4% to $3.6 million
(14.7% of total revenues and sales) for the year ended December 31, 1995 from
$2.1 million (14.1% of total revenues and sales) in 1994. The increase was due
primarily to the increase in the number of subscribers as well as the
acquisition of PA-2 and PA-7. The decrease in general and administrative
expenses as a percentage of total revenues and sales resulted from efficiencies
in the Horizon Companies' operations. Selling expenses increased 53.8%, to
$4.0 million (16.3% of total revenues and sales) for the year ended December
31, 1995 from $2.6 million (17.4% of total revenues and sales) in 1994. The
increase was due primarily to the growth in number of subscribers added.

EBITDA increased 86.2% to $10.8 million (44.1% of total revenues and
sales) for the year ended December 31, 1995 from $5.8 million (38.9% of total
revenues and sales) in 1994, primarily as a result of increased subscriber and
roaming revenue as noted above. Cost efficiencies, particularly in general and
administrative expenses, also contributed to the increase.

Depreciation and amortization increased 46.7%, to $6.6 million for the
year ended December 31, 1995 from $4.5 million in 1994. The increase was
primarily the result of amortization of license costs associated with the
acquisition of PA-2 and PA-7 during 1995, a full year's amortization of license
cost associated with NY-3, which was acquired during 1994, as well as an
increase in depreciation related to additional cellular equipment placed into
service throughout 1995 and 1994.

YEAR ENDED DECEMBER 31, 1994 COMPARED TO YEAR ENDED DECEMBER 31, 1993

Total revenues and sales increased 125.8% to $14.9 million for the
year ended December 31, 1994 from $6.6 million in 1993. Of this increase, $4.1
million was due to an increase in subscriber revenues, $3.6 million was due to
an increase in roaming revenues and $0.6 million was due to an increase in
equipment sales. Subscriber revenues increased 151.9% to $6.8 million for the
year ended December 31, 1994 from $2.7 million in 1993. The growth in
subscriber revenues was due primarily to the growth in number of subscribers
associated with continued internal expansion as well as the acquisition of new
systems: Roaming revenues increased 109.1% to $6.9 million for the year ended
December 31, 1994 from $3.3 million in 1993. The growth in roaming revenues
was due primarily to an increase in the number of systems as well as increased
cell site coverage of the licensed service area. Equipment sales increased
83.3% to $1.1 million for the year ended December 31, 1994 from $0.6 million in
1993. The growth in equipment sales was due primarily to the increase in the
number of subscribers as noted above, somewhat offset by continued decreases in
cellular telephone equipment prices. The Horizon Companies' frequently sold
cellular equipment at significant discounts, resulting in a negative gross
margin. Such practices are designed to attract and retain subscribers and to
allow the Horizon Companies to focus on its primary business of selling
airtime, access and other cellular services.

Cost of services increased 75.0%, to $2.8 million (18.8% of total
revenues and sales) for the year ended December 31, 1994 from $1.6 million
(24.2% of total revenues and sales) in 1993. The growth in the Horizon
Companies' subscriber base and the expansion of its cellular coverage areas has
led to greater cost of services, primarily in the areas of system network,
billing and administration. Cost of equipment sales increased, to $1.7 million
for the year ended December 31, 1994 from $0.7 million in 1993. The increase
was due primarily to the increase in the number of subscribers and their
associated equipment purchases, as noted above.

General and administrative expenses more than doubled to $2.1 million
(14.1% of total revenues and sales) for the year ended December 31, 1994 from
$0.8 million (12.1% of total revenues and sales) in 1993. The increase was due
primarily to the increase in the number of systems in operation throughout
1994.

27
<PAGE> 30
Selling expenses doubled to $2.6 million (17.4% of total revenues and
sales) for the year ended December 31, 1994 from $1.3 million (19.7% of total
revenues and sales) in 1993. The increase was due primarily to the increase in
the number of systems in operation as well as the growth in number of
subscribers added.

EBITDA more than doubled to $5.8 million (38.9% of total revenues and
sales) for the year ended December 31, 1994 from $2.1 million (31.8% of total
revenues and sales) in 1993, primarily as a result of increased subscriber and
roaming revenue as noted above. Cost efficiencies, particularly in general and
administrative expenses, also contributed to the increase.

Depreciation and amortization increased to $4.5 million for the year
ended December 31, 1994 from $2.3 million in 1993. The increase was primarily
the result of amortization of license costs.

LIQUIDITY AND CAPITAL RESOURCES

The Company has historically relied on internally generated funds to
fund debt service and a substantial portion of its capital expenditures. Bank
credit facilities have been used for additional support of capital expenditure
programs and to fund acquisitions. Consistent with this approach, the Company
plans to use the net proceeds from the Offerings of $138.5 million and from a
$300.0 million Bank Credit Facility to fund the $250.0 million Horizon
Acquisition and to refinance all existing bank debt totaling $70.5 million.

The Company projects a rapid buildout of the Horizon Systems in order
to improve coverage and increase usage. During the first 15 month period
through December 31, 1997, the Company expects to add 35 to 40 new cell sites
to the Horizon Systems, which is approximately a 50% increase over the existing
70 cell sites. The Company also plans to continue to add cell sites in its
Existing Systems and to convert cell sites from Ericsson to Northern Telecom
equipment to more efficiently serve communities of interest that expand the
existing Northern Telecom systems in Youngstown and Erie. In addition, the
Company will continue to upgrade switches and other network equipment.
Aggregate capital expenditure levels are expected to range from approximately
$25 to $30 million from the date of the Offerings through December 31, 1997.

The Company plans to use internally generated funds plus funds
available under the Bank Credit Facility to finance this capital expenditure
program. After completion of the Offerings and the Horizon Acquisition, the
Company expects to have approximately $112.0 million in remaining revolver
availability under the Bank Credit Facility. The Company expects that these
resources will be sufficient to meets its needs.

EFFECT OF NEW ACCOUNTING STANDARDS

In March 1995, the Financial Accounting Standards Board ("FASB")
issued SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed Of, which will require the Company to review
for the impairment of long-lived assets and certain identifiable intangibles to
be held and used by the Company when events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable. The
Company adopted the provisions of SFAS No. 121 effective January 1, 1996. The
impact of adopting SFAS No. 121 did not have a material effect on the
Company's combined financial position or results of operations.

In October 1995, the FASB issued SFAS No. 123, Accounting for
Stock-Based Compensation, which establishes a fair value based method of
accounting for stock-based employee compensation plans, including stock option
plans. However, the new standard allows compensation to continue to be
measured as prescribed by Accounting Principles Board ("APB") Opinion No. 25,
Accounting for Stock Issued to Employees, but requires expanded disclosures.
At this time, management expects to account for stock options in accordance with
APB Opinion No. 25. The disclosure requirements of SFAS No. 123, which are
required if an entity elects to continue to use the accounting method in APB
Opinion No. 25, will be adopted as required for the financial statements of the
Company for the year ending December 31, 1996.

INFLATION

The Company does not believe that inflation has had a significant
impact on the Company's consolidated operations.

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<PAGE> 31
BUSINESS

GENERAL

Upon consummation of the Horizon Acquisition, the Company will own and
operate cellular telephone systems serving one large cluster with approximately
2.4 million Pops in northeastern Ohio, western Pennsylvania and western New
York. The Horizon Acquisition will add the five Horizon System RSAs to the
Existing Systems (three MSAs and one RSA), providing the Company with
approximately 78,000 subscribers. The Company's cellular systems are located
in Youngstown, Ohio and Erie, Pennsylvania and in primarily suburban and rural
areas between the Cleveland, Akron-Canton, Pittsburgh, Buffalo and Rochester
metropolitan areas. The Company believes that its mix of suburban and rural
locations provides it with advantages over cellular operators in predominately
urban areas, including greater roaming revenue opportunities, lower
distribution costs and higher costs of entry for new competitors. The Company
has converted all of its Existing Systems to TDMA digital technology and will
selectively convert the more densely populated portions of the Horizon Systems
to digital technology in early 1997.

The Company was incorporated under the laws of the State of Ohio in
August 1991. Youngstown Cellular Telephone Company, which is one of the
Company's predecessor partnerships, has operated the Youngstown system since
1985 with substantially the same management that operates the Company today.
The principal executive offices of the Company are located at 6550-B Seville
Drive, Canfield, Ohio 44406 and its telephone number is (330) 565-9500.

CORPORATE RESTRUCTURING

To facilitate implementation of its business strategy, the Company is
in the process of being restructured, which restructuring will be completed
prior to consummation of the Offerings. Prior to the restructuring, SYGNET
Communications, Inc., is operating under a Close Corporation Agreement and S
corporation tax status. Its cellular business is operated through three
partnerships: Youngstown Cellular Telephone Company, Erie Cellular Telephone
Company and Wilcom Cellular, each of which has two other corporate partners --
Wilcom Corporation and Sharon-Youngstown Cellular, Inc. As a result of the
restructuring, SYGNET Communications, Inc. will be renamed Sygnet Wireless,
Inc. and will become a holding company with Sharon-Youngstown Cellular Inc.,
renamed Sygnet Communications, Inc., becoming its wholly-owned subsidiary and
operating company. The existence of the Youngstown Cellular Telephone Company,
Erie Cellular Telephone Company and Wilcom Cellular will automatically
terminate once all partnership interests are transferred to the Subsidiary,
which will occur prior to the Offerings. Completion of the restructuring is
contingent upon FCC approval of the transfer of the FCC licenses held by the
partnerships.

THE HORIZON ACQUISITION

On July 11, 1996, the Company signed an agreement with the Horizon
Companies to purchase for $250.0 million in cash (subject to net working
capital adjustment) the Horizon Systems, which consist of the PA-1, PA-2, PA-6,
PA-7 and NY-3 RSAs. Under the agreement, the Company is to become the cellular
licensee serving contiguous markets representing approximately 1.3 million Pops
and covering over 16,125 square miles in western Pennsylvania and New York.
The PA-2 RSA, which represents 89,400 Pops, currently operates under IOA
pending the FCC's final determination of the qualifications of the initial
lottery winner to hold the permanent license for the PA-2 RSA. While the
Company is not acquiring a permanent license for the PA-2 RSA, it is entitled
to all revenue and income generated by the cellular system until the FCC
resolves the dispute. The Company is unable to predict when or how the FCC
will resolve this matter.

Simultaneously with the closing of the Horizon Acquisition, the
Subsidiary of the Company will obtain secured financing from the Lenders under
the $300.0 million revolving Bank Credit Facility. Up to approximately $117.0
million of the proceeds of these loans will be used to pay part of the purchase
price upon consummation of the Horizon Acquisition and the remainder will be
used for working capital purposes, to refinance $70.5 million in existing debt
and for system expansion. See "Description of Bank Credit Facility."

The four contiguous Pennsylvania RSAs to be acquired from the Horizon
Companies include 880,100 Pops and cover over 10,243 square miles in western
Pennsylvania. The New York system represents 485,200 Pops and covers over
5,882 square miles in the western portion of the state. When combined with the
Existing Systems, the Company will serve one large cluster representing
approximately 2.4 million Pops and covering 19,164 square miles. Pittsburgh
and Erie, Pennsylvania; Buffalo, Elmira and Rochester, New York; and
Cleveland, Akron, Canton and Youngstown, Ohio are the major urban centers
encompassed by or bordering on the Company's service area. The PA-2 RSA, which
represents 89,400 Pops, currently operates under an IOA pending the FCC's final
determination of the qualifications of

29
<PAGE> 32
the initial lottery winner to hold the permanent license for the PA-2 RSA and
the new licensee commences operations. While the Company will not receive a
permanent license for the PA-2 RSA, it is entitled to all revenue and income
generated by the system until the FCC grants a permanent license for the PA-2
RSA.

BUSINESS STRATEGY

- Aggressive Marketing and Promotion of Cellular Services. The
Company plans to implement aggressive marketing programs that it has been using
in its Existing Systems to increase subscriber activations in the Horizon
Systems. These include competitive rate plans which include low priced
regional roaming rates tailored for individual markets and attractive equipment
prices. In addition, the Company will use a mix of advertising media such as
television, radio and outdoor advertising to reach potential new subscribers.

- Local Retail Outlets and Superior Customer Service. The
Company strives to provide a high level of customer service and the Company's
use of local retail stores is a key element of this local subscriber service
strategy. The Company's stores are staffed with sales and customer service
representatives who provide a more direct, specifically targeted level of
customer service than is ordinarily offered by larger competitors relying on
centralized customer service operations. By having a permanent local retail
presence, the sales staff can cultivate local market knowledge that allows them
to focus their efforts on the specific demands of the market or markets in
which they operate. This improves their ability to establish relationships
with customers, to understand the customer's needs and to reduce churn. The
sales team's ability to promote the Company's services both inside and outside
of its cluster is enhanced by its license to market under the CELLULAR ONE(R)
brand name and its continuing participation in the NACN, a national cellular
network comprised principally of non-wireline carriers whose goal is to make
cellular service "seamless" throughout North America by facilitating automatic
roaming to and from member systems.

- Acquisition Strategy. The Company's primary external growth
strategy has been to develop its cellular system by pursuing acquisitions that
expand its regional footprint, can be operated efficiently, enhance its
reciprocal relationships with other cellular telephone carriers and provide an
opportunity to gain significant competitive advantages. As it has done
successfully in the past, the Company intends to pursue acquisition
opportunities which permit the Company to achieve these strategic objectives
either with respect to its current cluster or elsewhere.

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<PAGE> 33
- Future Competition. The Company is preparing for what is
expected to be an increasingly competitive telecommunications environment by
aggressively working to attract new subscribers. The Company believes it is
prepared for this competition because it is not dependent on high roaming or
local rates. In addition, the Company believes that it can effectively face
this competition from its position as an incumbent in the cellular field with a
high quality network that is not capacity constrained. The Company also has an
extensive footprint, strong distribution channels, superior customer service
capabilities and an experienced management team. Because the Company operates
in medium to small markets, the new PCS licensees may be unable or unwilling to
offer commercially viable wireless service in much of the Company's area in the
near term. The Company believes the extensive capital expenditures required to
deploy the infrastructure for PCS is more readily justifiable from an economic
standpoint in larger, more densely populated urban areas. This constraint of
PCS may position the Company to offer roaming services to PCS customers, as
well as to provide bulk lines of service for resale to certain PCS companies.
For example, the Company's existing Youngstown and Erie systems are equipped to
provide TDMA digital roaming to AT&T Wireless PCS subscribers when AT&T
Wireless introduces dual band TDMA phones in the adjacent Cleveland and
Buffalo-Rochester MTAs.

CELLULAR MARKETS AND SYSTEMS

After giving effect to the Horizon Acquisition, the Company will
operate in eight license areas in northeastern Ohio and western New York and
Pennsylvania. This does not include the PA-2 IOA. The following table
summarizes the Existing Systems and the Horizon Systems. See "The Horizon
Acquisition."

<TABLE>
<CAPTION>
Total Net Pops Date of
Pops (1995) Ownership 1995 Acquisition
----------- --------- ---- -----------
<S> <C> <C> <C> <C>
Existing Systems(1)
----------------
Youngstown, OH MSA 491,900 100% 491,900 1985
Sharon, PA MSA 122,100 100% 122,100 1987
Erie, PA MSA 280,600 100% 280,600 1995
Columbiana, OH, OH-11 RSA 111,700 100% 111,700 1991

2,371,600 2,371,600
Total
</TABLE>

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

(1) All of the Existing Systems and Horizon Systems licenses are
non-wireline licenses.

(2) To be acquired as described under "The Horizon Acquisition." The
consummation of the Offerings is conditioned upon the consummation of
the Horizon Acquisition.

(3) The Horizon Acquisition includes the Pops in the PA-2 RSA where the
Company has IOA pending the FCC's final determination of the
qualifications of the initial lottery winner to hold the permanent
license for the PA-2 RSA. The Company's IOA from the FCC will expire
upon selection of the new licensee and the commencement of operations
by that licensee. Until the expiration of the IOA, however, the
Company is entitled to all revenue and income generated by the PA-2
RSA. The Company believes that the expiration of such authority will
not have a material adverse effect on its results of operations.

The Company's operations are conducted in a single large cluster
representing approximately 2.4 million contiguous Pops in Ohio, Pennsylvania
and New York. It spans three MSAs and six RSAs and over 19,164 square miles.
The area includes 25 counties and 479 total interstate highway miles. Eight
airports, Cleveland, Pittsburgh, Youngstown, Akron, Erie, Corning, Rochester
and Buffalo, provide access to the systems.

YOUNGSTOWN-WARREN OHIO, COLUMBIANA, OHIO AND SHARON, PENNSYLVANIA

The Youngstown, Ohio area is an important economic area for eastern
Ohio and western Pennsylvania. Located at a midway point approximately 50
miles from both Pittsburgh and Cleveland along the Ohio Turnpike and Interstate
76, the Youngstown market is a key roaming corridor between these two cities.
Interstate 80, a major transportation access route from the Midwest to New York
City, is also a source of roaming traffic.

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<PAGE> 34
The median household income for the Youngstown MSA is $29,982, with
22.8% of the population with household income in excess of $50,000. Selected
major employers in the area include Delphi Packard Electric Systems, General
Motors-Lordstown Assembly, St. Elizabeth Health Center, WCI Steel, Youngstown
State University and Youngstown Air Reserve Base. The area is also served by
Youngstown State University and Pennsylvania State University Sharon Campus.
The population of the Youngstown-Warren Metro Area has increased throughout the
1990's.

Notable cultural and recreation attractions include the Youngstown
Symphony, Butler Institute of American Art and the Youngstown-Warren LPGA
Classic. The area's proximity to Cleveland and Pittsburgh also allows
residents to enjoy the attractions of these cities, including professional
sports and additional cultural activities.

ERIE, PENNSYLVANIA

Located on Lake Erie, Erie County is noted for manufacturing,
transportation and recreation. The Port of Erie handles imports and exports
through the St. Lawrence Seaway and is supported by excellent rail service.
Erie County exports more per capita than any other Pennsylvania county.
Included in Erie County is Interstate 90, which connects Buffalo and Cleveland.
Interstate 79 connects Erie and Interstate 90 directly to Pittsburgh. Both of
the routes are important roaming corridors. There are 66 total interstate
highway miles in a market comprised of 802 square miles.

The Erie County median household income is $32,363 with 24.8% of the
population having household incomes in excess of $50,000. Major Erie County
employers include General Electric, Hamot Health Foundation, St. Vincent Health
Center, Plastek Industries and Erie Insurance Group. Pennsylvania State
University at Erie, Mercyhurst College, Edinboro University of Pennsylvania and
Gannon University are located in the license area.

Travel and tourism is Erie's second largest industry with millions of
vacationers attracted annually to Presque Isle State Park and other
recreational and historical sites. Residents and visitors enjoy the Erie
Philharmonic, professional baseball and hockey and a number of zoos and
museums.

PENNSYLVANIA 1

PA-1 is located between the Company's existing Erie and Sharon MSAs.
The primary population center is Meadville which is located along the 42 miles
of Interstate 79 that runs through the market. Interstate 80 also crosses the
RSA, extending east from Sharon. The market's median household income in
$28,593 with 18.8% of households having income over $50,000.

Major employers include Quaker State, Penzoil and Joy Technologies.
Allegheny College is located in the region and Conneaut Lake and the Allegheny
National Forest serve as key recreation areas.

PENNSYLVANIA 6 AND 7

The license areas of the PA-6 and PA-7 RSAs are located in the western
part of Pennsylvania just north of Pittsburgh to approximately the middle of
the state. The market is characterized by substantial levels of roaming, as it
includes significant traffic flow between its market areas and surrounding
major cities such as Pittsburgh, Pennsylvania, Youngstown, Ohio and Erie,
Pennsylvania. In particular, Butler County (located in PA-6) has a strong
community of interest with nearby Pittsburgh. Butler County contains 43% of
the RSA's total population, of which 50,000 people commute out of the county to
Pittsburgh. The population in all counties comprising both RSAs has grown
during the 1990-1995 timeframe. Butler County population experienced the
greatest growth at 7.2%. Median household income for PA-6 is $30,172 and for
PA-7 is $25,930, with 21.9% and 15.8% of households in each RSA above $50,000.
Pennsylvania State University DuBois, Clarion University of Pennsylvania and
Indiana University of Pennsylvania are examples of the educational institutions
in the area.

The major highways serving these RSAs are Interstate 79 and Interstate
80 that link the major population centers in north-central Pennsylvania. In
addition, Route 60, a recently completed toll road, serves as an expressway to
Pittsburgh International Airport. Indiana County, located in PA-7, also
contains several well-traveled state highways

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<PAGE> 35
(Routes 119, 22 and 422) that are major regional commuting routes for the
Pittsburgh region. The are 145 combined interstate highway miles within these
RSAs.

NEW YORK 3

The NY-3 RSA is located in the western part of New York State and
includes six counties in an area that covers 5,882 square miles that represents
22.5% of the area of New York State. It is the largest geographic RSA in the
United States. The system borders Buffalo and Rochester to the north, Erie,
Pennsylvania to the west and Binghamton/Elmira to the east. This large area
includes bedroom communities for Buffalo and Rochester, primarily in Genesee
County (61,300 Pops), strong core communities along Lake Erie and in Jamestown
in Chautauqua County (142,100 Pops) and the growing economic region of Corning
and Bath in Steuben County (100,700 Pops). Population growth statistics for
the period of 1990-1995 show that each county comprising the RSA grew, with
Wyoming County experiencing the highest growth rate of 4.0%.

Major employers include Corning, Inc., Dresser Rand and Morrison
Knudsen. The area is also home to many recreational destinations, including
various lakes such as the Finger Lakes region, portions of New York's wine
country and certain of New York's ski areas. The State University of New York
at Fredonia and St. Bonaventure are two of the colleges and universities
located in the license area. Health care services are available through WCA
Hospital and Brooks Memorial Hospital.

NY-3 is also a strong roaming market, containing 1.7 million
interstate vehicle miles and 3.6 million total highway vehicle miles. The
primary interstates are Interstate 90 (the New York Thruway) which connects
Buffalo, Rochester and Erie and yields traffic counts averaging over 21,000
cars per day and Interstate 390 which connects Rochester, Corning and
Binghamton/Elmira and yields traffic counts averaging 9,600 cars per day
(including over 15,000 cars per day across Steuben County). Route 17, known as
the Southern Tier Expressway, is a four lane U.S. highway that traverses the
entire RSA from Corning to the Pennsylvania state line. There are 94
interstate highway miles within the area.

COMPETITORS AND ADJOINING SYSTEMS

The Company competes with various companies in each of its markets.
Management believes that the integrated network of its contiguous cellular
systems operating as CELLULAR ONE(R) affords it significant advantages over
many of its competitors. Overall, the Company competes against four distinct
cellular system operators.

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<PAGE> 36
The following chart lists the Company's cellular competitors in each
of its communities of interest.

<TABLE>
<CAPTION>
MARKETS COMPETITORS
------- -----------
<S> <C>
Youngstown, OH MSA 360 degree Communications
Erie, PA MSA GTE Mobilnet
Columbiana, OH (OH-11 RSA) 360 degree Communications
Sharon, PA MSA 360 degree Communications
Crawford, PA (PA-1 RSA) 360 degree Communications
Lawrence, PA (PA-6 RSA) Bell Atlantic/NYNEX and
360 degree Communications
Indiana, PA (PA-7 RSA) Bell Atlantic/NYNEX
Chautauqua, NY (NY-3 RSA) Frontier
McKean, PA (PA-2 RSA) Bell Atlantic/NYNEX
</TABLE>

MARKETING

The systems acquired from the Horizon Companies promote their
respective cellular products and services under the name CELLULAR ONE(R), as
does the Company for its operations in the Erie vicinity. See "-- Service
Marks." CELLULAR ONE(R), the first national brand name in the cellular
industry is currently utilized in over 400 service areas throughout the United
States. CELLULAR ONE(R) ranks as the nation's most recognized cellular service
provider. The national advertising campaign conducted by the Cellular One
Group enhances the Company's advertising exposure. The Company also obtains
substantial marketing benefits from the name recognition associated with this
widely used service mark, both with existing subscribers traveling outside the
Company's service areas and with potential new subscribers moving into the
Company's service areas. In addition, travelers who subscribe to CELLULAR
ONE(R) service in other markets may be more likely to use the Company's service
when they travel in the Company's service areas. This is primarily due to the
technical operation of the cellular telephone. Cellular telephones of
non-wireline subscribers are programmed to select the non-wireline carrier
(such as the Company) when roaming, unless the subscriber either dials a
special code or has a cellular telephone equipped with an "A/B"
(non-wireline/wireline) switch and selects the wireline carrier.

As part of its growth strategy, the Company expects to expand its use
of the CELLULAR ONE(R) name to include Youngstown, Ohio, where it currently
operates under the name "Wilcom Cellular." Several competing systems bordering
the Youngstown market historically operated under the CELLULAR ONE(R) name,
thus creating the opportunity for customer confusion. With the Horizon
Acquisition, almost all of the bordering systems using the CELLULAR ONE(R) name
will be owned by the Company, thus the need for differentiation will be
eliminated. By adopting the CELLULAR ONE(R) name, the Company will be able to
leverage the brand recognition for the mark in the sale of all its own
services.

Management has also implemented its marketing strategy by training and
compensating its sales force in a manner designed to stress the importance of
customer service and high penetration levels. The Company's sales staff has a
two-tier structure. A retail sales force handles walk-in traffic and a
targeted sales staff solicits certain corporate and government subscribers.
The Company's management believes that its internal sales force is better able
to select and screen new subscribers and select pricing plans that
realistically match subscriber means and needs than are independent agents. As
a result, the Company's use of an internal sales force keeps marketing costs
low both directly because commissions are lower and indirectly because
subscriber retention is higher than when using independent agents.

The Company's sales force works principally out of its own retail
stores in which the Company offers a full line of cellular products and
services. As of June 30, 1996, the Company maintained four retail stores in
the Youngstown area and three in the Erie area. Horizon has 10 retail stores
supporting the Horizon Systems.

ROAMING

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<PAGE> 37
Accordingly, where possible, the Company attempts to arrange reciprocal roaming
rates that allow customers to roam at competitive prices. The Company believes
this increases usage on all non-wireline systems, including the Company's.
Roaming revenue is a substantial source of incremental revenue for the Company
due, in part, to the fact that a number of the Company's cellular systems are
located along major travel and commuting corridors and because certain of the
Horizon Systems are in the early stages of their growth cycle. While there is
an industry trend to reduce roaming rates, the Company is addressing this trend
through its roaming agreements which are usually reciprocal in nature and are
at or near home rates. Roaming yield for the six months ended June 30, 1996
was $0.54 per minute, including long distance toll charges.

The Company is also a member of NACN. NACN is the largest wireless
telephone network system in the world, linking non-wireline cellular operators
throughout the United States and Canada. NACN connects key areas across North
America so that customers can use their cellular phones to place and receive
calls in these areas as easily as they do in their home areas. Through NACN,
customers receive calls automatically without the use of complicated roaming
codes as they "roam" in more than 5,000 cities and towns in the United States
and Canada. By dialing a subscriber's cellular telephone number, the caller
can reach the subscriber without knowing their location or having to dial
additional roaming access numbers. In addition, special services such as call
forwarding and call waiting automatically follow subscribers as they travel.
Through its membership in NACN, the Company provides extended regional and
national service to subscribers, thereby allowing them to easily make and
receive calls while in other cellular service areas. This service
distinguishes the Company's service and call delivery features from those of
some of its competitors.

PRODUCTS AND SERVICES

In addition to providing high-quality cellular telephone service in
each of its markets, the Company also offers various custom-calling features
such as voicemail, call forwarding, call waiting, three-way conference calling
and no answer and busy transfer. The Company also sells cellular equipment at
no cost or at discount prices as a way to encourage use of its mobile services.

Several rate plans are presented to prospective customers so that they
may choose the plan that will best fit their expected calling needs. Unlike
some of its competitors, the Company designs rate plans on a market-by-market
basis. The Company's local market managers are given the ability to market
from a wide variety of existing rate plans and are encouraged to propose to the
Company new rate plans that respond to market and competitive conditions.
These rate plans include a high user plan, a medium user plan, a basic plan and
an economy plan. Most rate plans combine a fixed monthly access fee, per
minute usage charges and additional charges for custom-calling features in a
package which offers value to the customer while enhancing airtime use and
revenues for the Company. In general, rate plans that include a higher monthly
access fee typically include a lower usage rate per minute. An on-going review
of equipment and service pricing is conducted to ensure the Company's
competitiveness. As appropriate, revisions to the pricing of service plans and
equipment are made to meet the demands of the local marketplace.

CUSTOMER SERVICE

Customer service is an essential element of the Company's marketing
and operating philosophy. The Company is committed to attracting significant
numbers of new subscribers and retaining existing subscribers by providing
consistently high quality customer service and coverage. In each of its
cellular service areas, the Company maintains a local staff, including a market
manager, to serve as customer service representatives. Local offices and
installation and repair facilities enable the Company to service customers
better and schedule installations and make repairs on a timely basis.

SYSTEM DEVELOPMENT AND EXPANSION

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<PAGE> 38
competitors. Projected subscriber demand is calculated for each cellular
service area on a cell-by-cell basis. These projections involve a traffic
analysis of usage by existing subscribers, coverage quality analysis and an
estimation of the number of additional subscribers in each such area. In
calculating projected subscriber demand, the Company builds into its design
assumptions an extremely low call "blockage" rate (percentage of calls that are
not connected on first attempt at peak usage time during the day). After
calculating projected subscriber demand, the Company determines the most
cost-efficient manner of meeting such projected demand. The Company has
historically met such demand through a combination of augmenting channel
capacity in existing cell sites and building new cell sites.

Cell site expansion is expected to enable the Company to continue to
add subscribers, enhance use of the systems by existing subscribers, increase
roamer traffic due to the larger geographic area covered by the cellular
network and further enhance the overall efficiency of the network. The Company
believes that the high level of coverage provided by its Existing Systems and
the increased cellular coverage it intends to attain will have a positive
impact on market penetration and subscriber usage.

In addition to its cellular operations, the Company also operates two
small paging systems in the Youngstown Area with 9,559 subscribers. Paging
revenue for the first six months of 1996 was approximately $453,000. The
Company does not view ownership of its paging systems as a significant element
of its business and does not have any plans to expand such ownership to include
additional paging systems.

DIGITAL TECHNOLOGY

The Company has selected TDMA digital for its Existing Systems. All
cell sites in the Existing Systems were converted to digital in early 1996.
Each cell site handles analog service as well. The Company's systems are also
equipped to provide cellular digital packet data ("CDPD"). Additionally, TDMA
ensures the services provided by the Company would be compatible with the
cellular systems operated by AT&T Wireless in Pittsburgh, Pennsylvania and
Southwestern Bell Mobile in Buffalo and Rochester, New York, as well as the PCS
systems being developed by AT&T Wireless in Cleveland, Ohio and Buffalo and
Rochester, New York.

The Company expects to install digital cells in the more densely
populated areas of the Horizon Systems beginning in early 1997. Horizon's
existing analog-only equipment will be redeployed when replaced with digital to
improve coverage in the more rural portions of these systems. Digital can be
added to these areas when demand for digital services or capacity warrants the
added capital costs.

SERVICE MARKS

CELLULAR ONE(R) is a federally registered service mark, owned by
Cellular One Group, a Delaware general partnership of Cellular One Marketing,
Inc., a subsidiary of Southwestern Bell Mobile Systems, Inc., together with
Cellular One Development, Inc., a subsidiary of AT&T Wireless Services, Inc.
and Vanguard Cellular Systems, Inc. The Company currently uses the CELLULAR
ONE(R) service mark to identify and promote its cellular telephone service for
the Erie system pursuant to a licensing agreement with Cellular One Group (the
"Licensor"). Licensing and advertising fees are determined based upon the
population of the licensed areas. The licensing agreements require the Company
to provide high quality cellular telephone service to its customers and to
maintain a certain minimum overall customer satisfaction rating in surveys
commissioned by the Licensor. The licensing agreements which the Company has
entered into are for original five-year terms expiring on various dates. These
agreements may be renewed at the Company's option for three additional
five-year terms. The Company's use of the CELLULAR ONE(R) service mark will be
expanded to include the NY-3, PA-1, PA-2, PA-6 and PA-7 RSAs under licensing
agreements assumed by the Company as part of the Horizon Acquisition.

COMPANY PATENT

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<PAGE> 39
advantageous and cost effective to do so. The Company is currently prosecuting
continuations and continuations-in-part of the application which matured into
the Dennison Patent. The Company is unable to value the Dennison Patent or the
continuations filed with regard thereto and there is no assurance that it will
ever prove to be of any significant value.

EMPLOYEES AND AGENTS

As of June 30, 1996, the Company had over 175 employees. In addition,
as of such date the Company had agreements with numerous independent sales
agents, including car dealerships, electronics stores, paging services
companies and independent contractors. None of the Company's employees are
represented by a labor organization and the Company's management considers its
employee relations to be good.

PROPERTIES

The Company maintains its corporate headquarters in Canfield, Ohio.
The Company leases this space, which is approximately 6,000 square feet. As of
June 30, 1996, the Company's cellular operations lease eight and own one sales
and administrative offices. The Company anticipates that it will review these
leases from time to time and may, in the future, lease or acquire new
facilities as needed. The Company does not anticipate that it will encounter
any material difficulties in meeting its future needs for any leased space.

LEGAL PROCEEDINGS

The Company is not currently involved in any pending legal proceedings
that individually or in the aggregate are material to the Company.

OVERVIEW OF THE CELLULAR TELEPHONE INDUSTRY

The following table sets forth information published by CTIA with
respect to the number of subscribers served by cellular telephone systems in
the United States and the combined penetration rate of such wireline and
non-wireline systems as of the dates indicated:

<TABLE>
<CAPTION>
AS OF DECEMBER 31,
-------------------

1991 1992 1993 1994 1995
------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Subscribers (in thousands) 7,500 11,000 16,000 24,000 35,000
Ending penetration(1) 2.8% 4.2% 6.2% 9.2% 13.5%
</TABLE>

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

(1) Determined by dividing the aggregate number of subscribers by
estimated population. Rates reflect combined penetration of both
wireline and non-wireline cellular operators. CTIA estimates that the
total number of subscribers will surpass 40 million in 1996, thus
yielding a penetration rate of at least 15.4%.

Cellular telephone service is a form of telecommunications capable of
providing high quality, high capacity voice and data communications to and from
vehicle-mounted and hand-held radio telephones. Cellular telephone systems
generally offer customers the features offered by the most technologically
advanced landline telephone services. Two significant features of cellular
telephone systems are frequency reuse, which enables the simultaneous use of
the same frequency in two adequately separated cells and call handoff. A
cellular telephone system's frequency reuse and call handoff features result in
highly efficient use of available frequencies and enable cellular telephone
systems to process more simultaneous calls and service more users over a
greater area than conventional mobile telephone systems.

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<PAGE> 40
to ten miles in radius. Cells are typically designed on a grid, although
terrain factors, including natural and man-made obstructions, signal coverage
patterns and capacity constraints may result in irregularly shaped cells and
overlaps or gaps in coverage.

Each cell site is connected by microwave link or telephone line to a
mobile telephone switching office ("MTSO"), which, in turn, is connected to the
local landline telephone network. Because cellular communications systems are
fully interconnected with the landline telephone network and long distance
systems, customers can receive and originate both local and long-distance calls
from their cellular telephones on a worldwide basis. When a customer in a
particular cell dials a number, the cellular telephone sends the call by radio
signal to the cell's transmitter-receiver, which in turn transmits it to the
MTSO. The MTSO then completes the call by connecting it with the landline
telephone network or another cellular telephone unit. Incoming calls are
received by the MTSO from the landline telephone office, which instructs the
appropriate cell to complete the communications link by radio signal between
the cell's transmitter-receiver and the cellular telephone.

The MTSO and the base stations periodically monitor the signal
strength of calls in progress. The signal strength of the transmission between
a subscriber and the base station in any cell declines as the unit moves away
from the base station. When the signal strength of a call declines to a
predetermined level, the MTSO automatically determines if the signal strength
is greater in an adjacent cell and, if so, hands off the call in a fraction of
a second to the base station of the other cell. This handoff is virtually
unnoticeable to the user. If the subscriber leaves the service area of the
cellular system, the call is disconnected unless an appropriate technical
interface and roaming arrangement has been established with an adjacent system.

Cellular telephone systems operate under interconnection agreements
with various local exchange carriers ("LECs") and interexchange (long distance)
carriers. The interconnection agreements establish the manner in which the
cellular telephone system integrates with other telecommunications systems.
The cellular operator and the local landline telephone company must cooperate
in the interconnection between the cellular and landline telephone systems to
permit cellular customers to call landline customers and vice versa. The
technical and financial details of such interconnection arrangements are
subject to negotiation, vary from system to system and to the present time,
generally have not been subject to FCC regulation or oversight. However, the
implementation of the Telecommunications Act of 1996 (the "1996 Act") by the
FCC is expected to result in arrangements between cellular carriers and local
exchange carriers for interconnection services at rates more closely related to
cost. On August 1, 1996, the FCC adopted rules implementing the
interconnection policies imposed by the 1996 Act. The text of the FCC's
interconnection order and the specific rules adopted thereunder have not yet
been released. It is possible that the FCC's interconnection rules will result
in a decrease in interconnection expenses incurred by the Company.

FCC rules require that all cellular telephones be functionally
compatible with cellular telephone systems in all markets within the United
States and with all frequencies allocated for cellular use, allowing a cellular
telephone to be used wherever a customer is located, subject to appropriate
arrangements for service charges. Changes to cellular telephone numbers or
other technical adjustments to cellular telephones by the manufacturer or local
cellular telephone service businesses may be required, however, to enable the
customer to change from one cellular service provider to another within a
service area. However, the FCC recently announced that it will require LECs to
implement "number portability" in the top 100 MSAs by December 31, 1998.
Number portability allows customers to retain their telephone numbers,
including cellular telephone numbers, when they switch to another service
provider. See "-- Regulatory Overview." Cellular system operators may provide
service to roamers temporarily located in, or travelling through, their service
area. The cellular system providing service to the roamer generally receives
100% of the revenues from such service and such roaming charges are billed to
the roamer's local service provider.

The rapid growth of the cellular customer base has begun to strain the
call-processing capacity of many existing analog systems, especially in densely
populated urban areas. Each cellular network is designed to meet a certain
level of customer density and traffic demand. Once these traffic levels are
exceeded, the operator must take steps to increase the network capacity.
Capacity can be increased initially by using techniques such as sectorization
and cell splitting. Network operators and infrastructure manufacturers are
developing a number of additional solutions which are expected to increase
network capacity and coverage.

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<PAGE> 41
Within certain limitations, increasing demand may be met by simply
adding available frequency capacity to cells as required, or by using
directional antennae to divide a cell into discrete multiple sectors or
coverage areas (also known as sectorization), thereby reducing the required
distance between cells using the same frequency. Furthermore, an area within a
cellular telephone system may be served by more than one cell through
procedures that utilize available channels in adjacent cells. When all
possible channels are in use, further growth can be accomplished through a
process called "cell splitting." Cell splitting entails dividing a single cell
into a number of smaller cells served by lower-power transmitters, thereby
increasing the reuse factor and the number of calls that can be handled in a
given area.

Network capacity can also be enhanced through the development of newer
network technologies like N-AMPS analog technology (which triples call carrying
capacity over conventional analog technology) and TDMA or code division
multiple access ("CDMA") digital technology (which increases call carrying
capacity by an estimated factor of 10). In each case, these advanced
technologies allow cellular carriers to add customers without degrading service
quality. Digital technology offers advantages including improved voice
quality, larger system capacity and perhaps lower incremental costs for
additional customers. The conversion from analog to digital radio technology
is expected to be an industry-wide process that will take a number of years.
The Company has installed TDMA digital technology throughout its Existing
Systems and intends to deploy it selectively in the Horizon Systems. The
Company believes that its Existing Systems have sufficient capacity to handle
the Company's customer growth rate in the near term.

COMPETITION

CELLULAR CARRIERS

Cellular carriers compete primarily against the other facilities-based
cellular carrier in each MSA and RSA market. Competition for customers between
cellular licensees is based principally upon the services and enhancements
offered, the quality of the cellular system, customer service, system coverage,
capacity and price. Such competition may increase to the extent that licenses
are transferred from smaller, stand-alone operators to larger, better
capitalized and more experienced cellular operators who may be able to offer
consumers certain network advantages.

Cellular carriers also face to a lesser extent competition from
Personal Communications Service ("PCS"), Enhanced Specialized Mobile Radio
("ESMR") and mobile satellite service ("MSS") systems, as well as from
resellers of these services and cellular service. In the future, cellular
operators may also compete more directly with traditional landline telephone
service providers. Continuing technological advances in telecommunications
make it impossible to predict the extent of future competition. However, due
to the depth and breadth of these competitive services offered by operators
using these other technologies, such competition could be significant and
expected to become more intense.

The FCC requires that all cellular system operators must provide
service to resellers on a nondiscriminatory basis. A reseller provides
cellular service to customers but does not hold an FCC license or own cellular
facilities. Instead, the reseller buys blocks of cellular telephone numbers
from a licensed carrier and resells service through its own distribution
network to the public. Therefore, a reseller may be both a customer of a
cellular licensee's services, a competitor of that licensee, or both.
Recently, several well-known telecommunications companies have begun reselling
cellular service as a complement to their long distance, local telephone,
paging, cable television or Internet offerings.

NEW TECHNOLOGIES

The most likely future source of direct competition to cellular
providers in the near term from a new technology is broadband PCS. Broadband
PCS services consist of wireless two-way telecommunications services for voice,
data and other transmissions employing digital micro-cellular technology. PCS
operates in the 1850 to 1990 Mhz band. PCS technology utilizes a network of
small, low-powered transceivers placed throughout a neighborhood, business
complex, community or metropolitan area to provide customers with mobile and
portable voice and data communications. PCS customers have dedicated personal
telephone numbers and communicate using small digital radio handsets that could
be carried in a pocket or purse. Many PCS licensees who will compete with the
Company have access to substantial capital resources. In addition, many of
these companies, or their predecessors and affiliates, already operate large
cellular telephone systems and thus bring significant wireless experience to
this new marketplace.

39
<PAGE> 42
ESMR is a wireless communications service supplied by converting
analog SMR services into an integrated, digital transmission system. The ESMR
system incorporates characteristics of cellular technology, including multiple
low power transmitters and interconnection with the landline telephone network.
ESMR service may compete with cellular service by providing higher quality
digital communication technology, lower rates, enhanced privacy and additional
features such as electronic mail and built-in paging. ESMR handsets are likely
to be more expensive than cellular telephones and there may be other
differences between cellular and ESMR.

A consortium of telecommunications providers known as American Mobile
Satellite Corporation has been licensed by the FCC to provide mobile satellite
service. In addition, Motorola filed for a license from the FCC for a
low-orbit satellite system, called "Iridium," that would provide mobile
communications to subscribers throughout the world. Other proposals for MSS
are pending before the FCC. The FCC is developing rules for these services and
international and foreign regulatory authorities must also approve aspects of
some mobile satellite systems and services. Mobile satellite systems could
augment or replace communications within land-based cellular systems.

The Company is preparing for this new competitive environment by
aggressively working to attract new subscribers, expanding its footprint and
reducing its dependency on high roaming and local rates. The Company believes
that by leveraging the above actions, it can effectively face this competition
from its position as an incumbent in the cellular field with a high quality
network and extensive footprint that is not capacity constrained, strong
distribution channels, superior customer service capabilities and an
experienced management team. Since the Company operates in medium to small
markets, the new PCS licensees may be unable to offer viable wireless service
in many of the Company's properties in the near term because the extensive
capital expenditure required to deploy the infrastructure for PCS are more
readily justifiable from an economic standpoint in larger, more densely
populated urban areas. This may position the Company to offer roaming services
to PCS customers, as well as to provide bulk lines of service for resale to
certain PCS companies. The Company's existing Youngstown and Erie systems are
equipped to provide TDMA digital roaming to AT&T Wireless PCS subscribers when
AT&T Wireless introduces dual band TDMA phones in the adjacent Cleveland and
Buffalo-Rochester MTAs.

REGULATORY OVERVIEW

The cellular telephone industry is subject to extensive governmental
regulation on the federal level and to varying degrees on the state level.
Many aspects of such regulation have recently been impacted by the enactment of
the 1996 Act and are currently the subject of administrative rulemakings that
are significant to the Company. Neither the outcome of these rulemakings nor
their impact upon the cellular telephone industry or the Company can be
predicted at this time. The following is a summary of the federal laws and
regulations that currently materially affect the cellular communications
industry and a description of certain state laws. This "Regulatory Overview"
section does not purport to be a summary of all present and proposed federal,
state and local regulations and legislation relating to the cellular
communications industry.

FEDERAL REGULATION

The licensing, construction, modification, operation, ownership and
acquisition of cellular telephone systems are subject to regulations and
policies of the FCC under the Communications Act of 1934, as amended (the
"Communications Act"). The FCC has promulgated rules and regulations
governing, among other things, applications to construct and operate cellular
communications systems, applications to transfer control of or assign cellular
licenses and technical and operational standards for the operation of cellular
systems (such as maximum power and antenna height).

The FCC licenses cellular systems in accordance with 734
geographically defined market areas comprised of 306 MSAs and 428 RSAs. In
each market, the frequencies allocated for cellular telephone use are divided
into two equal 25 MHz blocks and designated as wireline and non-wireline.
Block A licenses initially were reserved for non-wireline entities, such as the
Company, while wireline licenses initially were reserved for entities
affiliated with a wireline telephone company. Apart from the different
frequency blocks, there is no technical difference between wireline and
non-wireline cellular systems and the operational requirements imposed on each
by the FCC are the same. Under current FCC rules, with FCC approval, wireline
and non-wireline licenses may be transferred without restriction as to wireline

40
<PAGE> 43
affiliation, but generally, no entity may own a substantial interest in both
systems in any one MSA or RSA. The FCC may prohibit or impose conditions on
transfers of licenses.

Under FCC rules, the authorized service area of a cellular provider in
each of its markets is referred to as the "Cellular Geographic Service Area" or
"CGSA". The CGSA may conform exactly with the boundaries of the FCC designated
MSA or RSA, or it may be smaller, subject to certain minimum service
requirements. A cellular licensee has the exclusive right to expand its CGSA
boundaries within the licensee's MSA or RSA for a period of five years after
grant of the licensee's initial construction permit. At the end of this
five-year build-out period, however, any entity may apply to serve portions of
the MSA or RSA outside the licensee's CGSA. The five year build-out period has
expired for some licensees and the FCC has granted several "unserved area"
applications filed by parties. The Company's five year build-out period has
expired in all markets. With respect to the Youngstown and Erie systems, 100%
of the geographical area was covered by the Company prior to the expiration of
the five year build-out period. The Horizon Systems have one area that was
not covered prior to the expiration of the five year build-out period. It
consists of a portion of Forest County, Pennsylvania that has a total
population of less than 5,000. The Company does not believe the potential for
a fill-in application for this property to be significant.

Cellular service providers also must satisfy a variety of FCC
requirements relating to technical and reporting matters. One such requirement
is the coordination of proposed frequency usage with adjacent cellular users,
permittees and licensees in order to avoid interference between adjacent
systems. In addition, the height and power of base station transmitting
facilities and the type of signals they emit must fall within specified
parameters. The Company is obligated to pay certain annual regulatory fees to
the FCC in connection with its cellular operations.

The Company also regularly applies for FCC authority to use additional
frequencies, to modify the technical parameters of existing licenses, to expand
its service territory and to provide new services. The Communications Act
requires prior FCC approval for transfers to or from the Company of a
controlling interest in any license or construction permit, or any rights
thereunder. Although there can be no assurance that any future requests for
approval of applications filed will be approved or acted upon in a timely
manner by the FCC, the Company has no reason to believe such requests or
applications would not be approved or granted in due course.

The FCC also regulates a number of other aspects of the cellular
business. For example, the FCC regulates cellular resale practices and recently
extended the resale requirement to broadband PCS and ESMR licensees. Under the
new FCC policy, all resale obligations for cellular, broadband PCS and ESMR
operators will terminate five years after the date that the last group of
initial PCS licenses are granted. The FCC will issue a public notice
announcing commencement of the five year sunset period. Another FCC
requirement that cellular operators provide "manual" roaming where technically
possible also was recently extended to broadband PCS and ESMR licensees.
Further, the FCC recently proposed that cellular, broadband PCS and ESMR
licensees be required to offer "automatic" roaming agreements on a
nondiscriminatory basis. The FCC has also proposed that these roaming
obligations sunset five years after the last group of initial licenses for
currently allocated broadband PCS spectrum is awarded.

In addition, the FCC regulates the ancillary service offerings that
cellular licensees can provide and recently revised its rules to permit
cellular, PCS, paging and SMR licensees to offer fixed services on a primary
basis along with mobile services. This rule change may facilitate the
provision of wireless local loop service, which involves the use of wireless
links to provide telephone service by cellular licensees, as well as broadband
PCS and ESMR licensees. In this regard, the FCC also recently adopted
telephone number portability rules for LECs, as well as cellular, broadband PCS
and ESMR licensees, that could facilitate the development of local exchange
competition, including wireless local loop service. The new number portability
rules generally require cellular, broadband PCS and ESMR licensees to have the
capability to deliver calls from their systems to ported numbers by December
31, 1998 and to offer number portability and roaming to ported numbers by June
30, 1999. These requirements may result in added capital expenditures for the
Company to make necessary system changes.

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<PAGE> 44
licensees must file applications for renewal of licenses to obtain authority to
operate for up to an additional 10-year term. The FCC will award a renewal
expectancy to a cellular licensee that meets certain standards of past
performance. If the existing licensee receives a renewal expectancy, it is
very likely that the existing licensee's cellular license will be renewed
without becoming subject to competing applications. To receive a renewal
expectancy, a licensee must show that it (i) has provided "substantial" service
during its past license term and (ii) has substantially complied with
applicable FCC rules and policies and the Communications Act. "Substantial"
service is defined as service which is sound, favorable and substantially above
a level of mediocre service that might only minimally warrant renewal. If the
existing licensee does not receive a renewal expectancy, competing applications
for the license will be accepted by the FCC and the license may be awarded to
another entity.

In 1995, the Company filed for renewal of its Youngstown license which
was originally granted by the FCC in 1985. In its application for renewal, the
Company demonstrated not only its compliance with FCC regulations, but also its
service in the public interest. That license was renewed without challenge.
The Company is confident that it has met and will continue to meet all
requirements necessary to secure renewal of its cellular licenses, including
those licenses being acquired from the Horizon Companies. The first Horizon
licenses subject to renewal will be those for PA-6 and PA-7, which expire on
October 1, 2000. The licenses for PA-1 and NY-3 expire one year later.

CHARACTER AND CITIZENSHIP REQUIREMENTS

Applications for FCC authority may be denied and in extreme cases
licenses may be revoked if the FCC finds that an entity lacks the requisite
"character" qualifications to be a licensee. In making the determination, the
FCC considers whether an applicant or licensee has been the subject of adverse
findings in a judicial or administrative proceeding involving felonies, the
possession or sale of unlawful drugs, fraud, antitrust violations or unfair
competition, employment discrimination, misrepresentations to the FCC or other
government agencies, or serious violations of the Communications Act or FCC
regulations. The FCC also requires licensees to comply with statutory
restrictions regarding the direct or indirect ownership or control of FCC
licenses by non-U.S. persons or entities.

TELECOMMUNICATIONS ACT OF 1996

The 1996 Act, which makes significant changes to the Communications
Act and the antitrust consent decree applicable to the Regional Bell Operating
Companies ("RBOCs"), affects the cellular industry. This legislation, among
other things, affects competition for local telecommunications services,
interconnection arrangements for carriers, universal service funding and the
provision of interexchange services by the RBOCs' wireless systems.

The 1996 Act requires state public utilities commissions and/or the
FCC to implement policies that mandate reciprocal compensation between local
exchange carriers, a category that may, for these purposes, include cellular
carriers, for interconnection services at rates more closely related to cost.
On August 1, 1996, the FCC adopted rules implementing the interconnection
policies imposed by the 1996 Act. The text of the FCC's interconnection order
and the specific rules adopted thereunder have not yet been released. It is
possible that the FCC's interconnection rules will result in a decrease in
interconnection expenses incurred by the Company. The Company believes that
implementation of these policies may result in a substantial decrease in
interconnection expenses incurred by the Company. The FCC has also indicated
that its policies regarding cellular carrier interconnection with landline
local exchange carriers, under review in a separate proceeding, will be
addressed at this time as well. These preexisting policies already require
mutual compensation for traffic exchanged between cellular carriers and
landline LECs.

The 1996 Act requires the FCC to adopt rules that require interstate
communications carriers, including cellular carriers, to "make an equitable
and non-discriminatory contribution" to a universal service fund that
reimburses communications carriers that provide basic communications services
to users who receive services at subsidized rates. The 1996 Act also eases the
restrictions on the provision of interexchange telephone services by wireless
carriers affiliated with RBOCs. RBOC-related wireless carriers have
interpreted the legislation to permit immediate provision of long distance call
delivery for their cellular customers.

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<PAGE> 45
The 1996 Act specifically exempts all cellular carriers from the
obligation to provide equal access to interstate long distance carriers.
However, the 1996 Act gives the FCC the authority to impose rules to require
unblocked access through carrier identification codes or 800/888 numbers, so
that cellular subscribers are not denied access to the long distance carrier of
their choosing, if the FCC determines that the public interest so requires.
The Company currently provides "dial around" equal access to all of its
customers.

The overall impact of the 1996 Act on the business of the Company is
unclear and will likely remain so for the foreseeable future. The Company may
benefit from reduced costs in acquiring required communications services and
facilities, such as LEC interconnection, resulting from the pro-competitive
policies of the 1996 Act. Similarly, the new limitations on local zoning
requirements may facilitate the construction of new cell sites and related
facilities. See "-- State, Local and Other Regulation." However, other
provisions of the new statute relating to interconnection, telephone number
portability, equal access and resale could subject the Company to additional
costs and increased competition.

STATE, LOCAL AND OTHER REGULATION

The Communications Act preempts state or local regulation of the
entry of, or the rates charged by, any commercial mobile service or any private
mobile service provider, which includes cellular telephone service providers.
The FCC has denied the petition of eight states to continue their rate
regulation authority, including authority over cellular operators. As a
practical matter, the Company is free to establish rates and offer new products
and service with a minimum of regulatory requirements. Two of the Company's
three states of operation, Ohio and New York, still maintain nominal oversight
jurisdiction, primarily focusing upon prior approval of acquisitions and
transfers and resolution of customer complaints.

The Public Utilities Commission of Ohio (the "PUCO") has decreased
significantly its regulatory oversight of cellular companies. In accordance
with the Communications Act, cellular prices have no longer required state
regulatory approval, nor will the filing of prices for cellular services be
required (detariffing), leaving the Company free to respond to market forces.
The PUCO has waived various other regulatory approval requirements and most of
the remaining regulatory filing requirements typically can be accomplished
either on a same day notice basis, or automatically after thirty days, although
some procedures still require specific regulatory approval and are not subject
to any time limits for action.

The New York Public Service Commission requires advance approvals of
acquisition and transfers of cellular companies. The Company has filed for all
necessary approvals in connection with the acquisition of the Horizon Systems
and expects to have these approvals prior to closing.

The location and construction of cellular transmitter towers and
antennas are subject to Federal Aviation Administration ("FAA") regulations and
may be subject to Federal, state and local environmental regulation, as well as
state or local zoning, land use and other regulation. Before a system can be
put into commercial operation, the grantee of a construction permit must obtain
all necessary zoning and building permit approvals for the cell sites and MTSO
locations and must secure state certification and tariff approvals, if
required. The time needed to obtain zoning approvals and requisite state
permits varies from market to market and state to state. Likewise, variations
exist in local zoning processes. There can be no assurance that any state or
local regulatory requirements currently applicable to the Company's systems
will not be changed in the future or that regulatory requirements will not be
adopted in those states and localities which currently have none.

Zoning and planning regulation may become more restrictive in the
future as many broadband PCS carriers are now seeking sites for network
construction. The 1996 Act may provide some relief from state and local laws
that arbitrarily restrict the expansion of personal wireless services, which
include cellular, PCS and ESMR systems. For example, under the 1996 Act,
localities are now precluded from denying zoning approval for cell sites based
upon electromagnetic emission concerns, if the cellular operator's system
complies with FCC emissions standards. The FCC is required to adopt rules
concerning emission standards by early August 1996. In addition, localities
are prohibited from adopting zoning requirements that simply prohibit or have
the effect of prohibiting personal wireless services, or that

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<PAGE> 46
discriminate between "functionally equivalent" services. Notwithstanding these
new requirements, the effectiveness of the new law has not yet been tested and
it is still unclear whether the costs of expanding cellular systems by adding
cell sites will increase and whether significant delays will be experienced due
to local zoning regulation.

FUTURE REGULATION

From time to time, legislation that potentially could affect the
Company, either beneficially or adversely, is proposed by federal or state
legislators. There can be no assurance that legislation will not be enacted by
the federal or state governments, or that regulations will not be adopted or
actions taken by the FCC or state regulatory authorities that might adversely
affect the business of the Company. Changes such as the allocation by the FCC
of radio spectrum for services that compete with the Company's business could
adversely affect the Company's operating results.

RADIO FREQUENCY EMISSION CONCERNS

Media reports have suggested that certain radio frequency ("RF")
emissions from cellular telephones may be linked to cancer. Litigation
concerning this issue is pending against several other cellular operators
generally alleging that the death by cancer of a cellular system subscriber was
related to such emissions. The Company is not aware of any credible evidence
linking the usage of cellular telephones with cancer. The FCC has begun a
rulemaking proceeding to update the guidelines and methods it uses for
evaluation on RF emissions of radio equipment, including cellular telephones.
As a result, more restrictive standards on RF emissions from low powered
devices such as cellular telephones may be imposed. The Company is unable to
predict whether the nature or extent of these potential restrictions or the
basis for them would have a material adverse effect on its business or results
of operations.

OTHER WIRELESS OPERATIONS

In addition to its cellular operations, the Company also operates two
small paging systems in the Youngstown area. The Company also resells paging
in areas where it does not provide such services directly. These paging
operations account for less 3% of the Company's revenues. However, like its
cellular operations, the Company also provides paging services pursuant to
licenses issued by the FCC. Commercial paging systems are also deemed to be
CMRS providers. Consequently, many of the regulations applicable to the
cellular systems are also applicable to the Company's paging operations,
including the requirement to renew system licenses on a periodic basis.

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MANAGEMENT

NAME AGE OFFICE
---- --- ------
<S> <C> <C>
Warren P. Williamson, III 66 Director and Chairman
Albert H. Pharis, Jr. 46 Director, President and Chief Executive Officer
Craig T. Sheetz 36 Vice President, Chief Financial Officer and Treasurer
Gregory T. Pauley 34 Vice President of Technical Operations
Joseph D. Williamson, II 51 Director
Lowry A. Stewart 41 Director
Raymond S. Tittle, Jr. 66 Director
Philip N. Winkelstern 66 Director
</TABLE>

WARREN P. WILLIAMSON, III is the founder of the Company's predecessor company
and has served as Chairman and Director since the Company's inception. Prior
to founding the Company, Mr. Williamson held the positions of President and
Chief Executive Officer for WKBN Broadcasting Corporation. He presently serves
as Vice Chairman of WKBN Broadcasting Corporation. In addition to his
positions with the Company, Mr. Williamson serves as Director and as Chairman
of the Executive Committee of the Mahoning National Bank. Mr. Williamson is
also Director and Chairman of the Board of the Youngstown State University
Foundation. Finally, he serves as Director of the Association of Maximum
Service Television, Inc., a trade association representing more than 300 U.S.
television stations. Mr. Williamson is the brother of Joseph D. Williamson, II
and uncle of Lowry A. Stewart.

ALBERT H. PHARIS, JR. has served as President, Chief Executive Officer and
Director of the Company since the Company's inception in 1985. During that
period, Mr. Pharis has been involved in all aspects of the Company's
development. He has been active as a board member of CTIA since 1985 and as a
member of the CTIA Executive Committee since 1989. He has also been Chairman
of CTIA's Small Operators Caucus.

CRAIG T. SHEETZ has served since 1990 as Vice President, Chief Financial
Officer and Treasurer of the Company. Prior to 1990, Mr. Sheetz served as
Assistant Vice President at PNC Bank and Mellon Bank where he specialized in
the media and telecommunications industries and in middle market lending.

GREGORY T. PAULEY is Vice President of Technical Operations. Mr. Pauley served
as Technical Operations Manager for the Company from May 1990 until his
promotion to Vice President in January 1995.

JOSEPH D. WILLIAMSON, II has been a Director of the Company and its predecessor
company since its inception. In 1994, after serving as Executive Vice
President of WKBN Broadcasting Corporation, Mr. Williamson became President of
WKBN Broadcasting Corporation and has continued in that position. Mr.
Williamson is the brother of Warren P. Williamson, III and the uncle of Lowry
A. Stewart.

LOWRY A. STEWART has been Director of the Company and its predecessor company
since its inception. Since 1993, Mr. Stewart has served as Treasurer and
Director of WKBN Broadcasting Corporation, where he also has been employed as
the Production Manager since 1991. Mr. Stewart is the nephew of Warren P.
Williamson, III and Joseph D. Williamson, II.

RAYMOND S. TITTLE, JR. has been a Director of the Company since 1991. Mr.
Tittle served as President of Northwest Indiana Markets until it was sold in
1993. Mr. Tittle is currently President of Joe Tittle, Inc. and Joe Tittle &
Sons, Inc. which administer real estate and investment assets formerly owned by
Northwest Indiana Markets.

PHILIP N. WINKELSTERN has been nominated to become Director upon consummation
of the Offerings and the Horizon Acquisition. Mr. Winkelstern served as
Senior Vice President and Chief Financial Officer of Commercial Intertech
Corporation, a publicly held manufacturer ("CIC") prior to his retirement in
August 1995. Mr. Winkelstern also served as Director for CIC from July 1975 to
August 1995 and is currently Director for McDonald Steel Corporation and
Mahoning National Bank.

45
<PAGE> 48
The Company intends to add a second independent director prior to or
shortly after consummation of the Offerings.

COMMITTEES OF THE BOARD

The Board of Directors has established Audit, Nomination, Compensation
and Pricing Committees.

DIRECTOR COMPENSATION

Directors are not paid fees.

EXECUTIVE COMPENSATION

The following table presents summary information concerning
compensation received by the Chief Executive Officer and each of the other
executive officers for the last fiscal year of January 1, 1995 to December 31,
1995.

ANNUAL COMPENSATION

<TABLE>
<CAPTION>
OTHER ANNUAL
NAME AND PRINCIPAL POSITION SALARY BONUS COMPENSATION
--------------------------- ------ ------ ------------
<S> <C> <C> <C>
Warren P. Williamson, III $223,587.00(1) $ 0.00 $ 0.00
Albert H. Pharis, Jr. 171,990.00 50,000.00 2,400.00
Craig T. Sheetz 85,885.00 25,000.00 4,800.00
Greg T. Pauley 78,000.00 25,000.00 4,800.00
</TABLE>

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

(1) Does not include salary and bonus paid by the Company for services
rendered to WKBN Broadcasting Corporation, which amount was reimbursed
to the Company by WKBN Broadcasting Corporation.

1996 STOCK OPTION PLAN

The Company has adopted a 1996 Stock Option Plan ("SOP"). Under the
SOP, options to purchase up to an aggregate of one million shares of Common
Stock are available for grants to employees of the Company. The SOP provides
for issuance of incentive stock options, intended to qualify under Section 422
of the Internal Revenue Code of 1986, as amended, and also nonqualified stock
options. The SOP will terminate by its terms in 2006 or earlier if so
determined by the Board of Directors.

The following tables present certain information concerning stock
options granted in 1996 to the executive officers of the Company.

46
<PAGE> 49
OPTIONS GRANTED(1)
<TABLE>
<CAPTION> POTENTIAL REALIZABLE
VALUE AT ASSUMED
Percentage of ANNUAL RATES OF
TOTAL STOCK PRICE
OPTIONS MARKET APPRECIATION
GRANTED TO PER SHARE PRICE FOR OPTION TERM(4)
OPTIONS EMPLOYEES IN EXERCISE ON DATE EXPIRATION ---------------
NAME GRANTED(2) FISCAL YEAR(3) PRICE OF GRANT DATE 5% 10%
---- ------- ----------- --------- -------- ---------- ------ -------
<S> <C> <C> <C> <C> <C> <C> <C>
Albert H. Pharis, Jr. 225,000 44.96% $ $ 2006
Warren P. Williamson, III 100,000 19.98 2006
Craig T. Sheetz 53,600 10.71 2006
Gregory T. Pauley 46,800 9.35 2006
All Others 75,000 14.99 2006
------
TOTAL OPTIONS 500,400
</TABLE>

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

(1) Options granted by Sygnet Communications, Inc. in fiscal 1995 will be
terminated in conjunction with the Common Stock Offering. All options
granted prior to the Common Stock Offering are not reflected in this
table. No options were exercised in fiscal 1995.

(2) Options will be granted in conjunction with the Common Stock Offering
pursuant to the Company's 1996 Stock Option Plan. All the options
become exercisable on January 1, 1997.

(3) The Company will grant options representing Class A Common Stock to
employees in fiscal 1996.

(4) The amounts shown under these columns are the result of calculations
at 5% and 10% rates as required by the Securities and Exchange
Commission and are not intended to forecast future appreciation of the
stock price of the Class A Common Stock.

EMPLOYMENT AGREEMENTS

The Company will enter into employment agreements with Messrs. Pharis
and Williamson for an initial term of three years and with Messrs. Sheetz and
Pauley for an initial term of two years. All agreements will have automatic
one-year renewals after the initial terms expire. The executives will have
initial annual base salaries of $240,000, $240,000, $135,000 and $120,000,
respectively. Each agreement provides that if the executive officer is
terminated without good cause, as defined therein, or resigns with good cause,
as defined therein, the executive officer will be entitled to receive when due
his or her base salary and benefits for the remaining term of the agreement.

Each agreement will also provide that during the term of the agreement
and for one year thereafter, the executive officer will not, in any state in
which the Company does business or intends to do business, compete with the
Company in any way in the wireless communication business as employee, officer,
director, agent, representative, stockholder, partner, member, owner, or have
any direct or indirect financial interest in any enterprise engaged in the
wireless communications business. Provided, however, that ownership of less
than 5% of the outstanding stock of any corporation listed on a national
securities exchange and engaged in the wireless communications business is not
deemed a violation of the non-competition provision.

47
<PAGE> 50
PRINCIPAL AND SELLING STOCKHOLDERS

The following table sets forth certain information regarding
beneficial ownership of the Company's Common Stock as of June 30, 1996, and as
adjusted to reflect the sale of Class A Common Stock in the Common Stock
Offering, by (i) each director of the Company, (ii) each named executive
officer of the Company, (iii) all officers and directors as a group, (iv) each
Selling Stockholder and (v) each person known to the Company to beneficially
own 5% or more of any class of the Company's securities. Prior to the
Offerings, there were no shares of Class A Common Stock outstanding and thus
information relating to the number and percentage shares beneficially owned
prior to the Offerings is based on shares of Class B Common Stock only. Shares
of Class B Common Stock sold by the Selling Stockholders will convert to Class
A Common Stock upon sale in the Common Stock Offering. The holders of Class B
Common Stock before the Offerings will hold only Class B Common Stock
immediately following the Offerings. Information relating to the percentage of
shares and percentage of voting power following the Common Stock Offering is
based upon shares of Class A Common Stock and Class B Common Stock. See
"Description of Capital Stock."

<TABLE>
<CAPTION> % COMBINED % COMBINED
NUMBER OF SHARES % SHARES NUMBER OF SHARES SHARES VOTING POWER
BENEFICIALLY BENEFICIALLY NUMBER OF BENEFICIALLY BENEFICIALLY BENEFICIALLY
OWNED PRIOR OWNED PRIOR SHARES OWNED AFTER OWNED AFTER OWNED AFTER
NAME OF BENEFICIAL OWNER TO THE OFFERINGS(1) TO THE OFFERINGS OFFERED(2) THE OFFERINGS THE OFFERINGS THE OFFERINGS(3)
------------------------ ---------------- ---------------- ------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Directors and Named
Executive Officers
---------------------

J.D. Williamson, II 1,867,150 30.26 600,000 1,267,150 13.82 21.86
Warren P. Williamson, III(4) 1,487,215 24.10 100,000 1,387,215 15.13 23.94
Lowry A. Stewart(5) 337,720 5.47 337,720 3.68 5.83
Raymond Tittle, Jr. 329,835 5.35 29,835 300,000 3.27 5.18
Albert H. Pharis 40,275 0.65 40,275 0.44 0.69

All directors and
officers as
a group (7 persons)(6) 4,062,195 65.80 729,835 3,332,360 36.34 57.50

Others -- -- 20,165 -- -- --

Other 5% Owners
---------------

Mahoning National Bank of 652,135 10.57 652,135 7.11 11.25
Youngstown(7)
P.O. Box 479
Trust Department
Youngstown, OH 44501

Martha J. Stewart(8) 408,400 6.62 408,400 4.45 7.05
15 Mill Trace Road
Youngstown, Ohio 44511
</TABLE>

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

(1) As used in this table, "beneficial ownership" means the sole or shared
power to vote or direct the voting or to dispose or direct the
disposition of any security. The Company's total issued and
outstanding stock immediately prior to the Offerings is 6,170,630
shares of which all are Class B Common Stock.

(2) Class B Common Stock is automatically converted to Class A Common
Stock when sold in the Common Stock Offering.

(3) Class A Common Stock confers one vote per share and Class B Common
Stock confers ten votes per share.

(4) Includes 10,410 shares of Class B Common Stock with respect to which
Warren P. Williamson, III shares voting and investment power with his
spouse, Carol Williamson.

(5) Includes 5,845 shares of Class B Common Stock held by Lowry A. Stewart
as custodian for his daughter Kathryn A. Stewart.

(6) May include stock jointly or separately owned with or by a spouse.

(7) Represents Class B Common Stock beneficially owned by Mahoning
National Bank of Youngstown as co-trustee under certain Williamson
family trusts.

(8) Includes 13,430 of Class B Common Stock held by Martha J. Stewart as
successor trustee for her niece Kathryn A. Stewart. Also includes
13,430 shares of Class B Common Stock held by Martha J. Stewart as
successor trustee for her niece Cristina Marie Sparks-Stewart. Also
includes 12,850 shares of Class B Common Stock held by Martha J.
Stewart as successor trustee for her nephew David E. Stewart.

48
<PAGE> 51
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On January 5, 1995, the Company repurchased 8,024 shares of common
stock for $1.7 million in cash from W.P. Williamson, Jr. in a redemption
transaction. W.P. Williamson, Jr. was the father of Warren P. Williamson, III
and Joseph D. Williamson, II.

On December 29, 1994, the Company loaned $249,952 to Albert H. Pharis,
Jr., the President, Chief Executive Officer and Director of the Company, to
permit Mr. Pharis to purchase stock of the Company. The interest rate on the
loan is 8.23% per year and the loan is to be repaid over seven years.

The Company provided cellular telephone service during 1995 for
$69,845 to WKBN Broadcasting Corporation, a company owned by the Williamson
family. Warren P. Williamson, III, a Director and Chairman of the Company,
provided consulting services to WKBN Broadcasting Corporation and was paid
$66,896 in 1995 for such services. In 1995, Wilcom Cellular and Youngstown
Cellular Telephone Company purchased advertising services and facilities from
WKBN Broadcasting Corporation for $218,404. Warren P. Williamson, III is the
Vice Chairman of WKBN Broadcasting Corporation. Joseph D. Williamson, II, a
Director of the Company, is the President of WKBN Broadcasting Corporation.
Lowry A. Stewart, a Director of the Company, is the Treasurer and a Director of
WKBN Broadcasting Corporation.

49
<PAGE> 52
DESCRIPTION OF BANK CREDIT FACILITY

The Bank Credit Facility, entered into as of , 1996, is a senior
secured reducing revolver that provides the Subsidiary the ability to borrow up
to $300.0 million from time to time. Interest under the Bank Credit Facility
accrues at a variable rate using (at the Subsidiary's election) either a prime
rate or a rate based upon the London Interbank Offered Rate ("LIBOR"), plus in
each instance a margin. The margin ranges from 0.25% to 1.75% for the prime
rate and from 1.25% to 2.75% for the LIBOR depending upon the ratio of
consolidated total indebtedness for the Company (including the Notes) to
annualized operating cash flow for the Subsidiary (with the ratios used ranging
from 4-to-1 to 10-to-1, respectively).

Until , 1999, the Subsidiary is only required to make quarterly
payments of interest; on and after that date, the Subsidiary must also make
quarterly payments of principal ranging from 2% up to 7% of the amount of the
initial outstanding balance under the Bank Credit Facility. In addition, on an
annual basis beginning March 31, 2000, the Subsidiary must also make payments
of principal equal to 50% of excess cash flow for the immediately preceding
fiscal year. Each such quarterly and annual payment of principal permanently
reduces the amount of credit available for borrowing under the Bank Credit
Facility, and the final maturity date of the credit is , 2005.

The Bank Credit Facility is secured by all of the assets of the
Subsidiary, as well as by a pledge of the Company's stock ownership interest of
the Subsidiary.

The Bank Credit Facility contains certain restrictive covenants,
including, without limitation, restrictions on the ability of the Subsidiary
(a) to declare and pay dividends to the Company (for servicing the Notes and
otherwise), (b) to incur additional indebtedness, (c) to make loans and
advances, (d) to engage in transactions with the Company, (e) to transfer and
sell assets and (f) to acquire and purchase assets. The definitive credit
agreement prohibits certain changes of control of both the Company and the
Subsidiary. An Event of Default under and as defined in the Indenture (as
defined) will also constitute one of the events of default under the Bank
Credit Facility.

The Bank Credit Facility permits the Subsidiary to declare and pay
dividends or distributions to the Company if such dividends are used to service
the semi-annual interest payments due on the Notes, and at the time of such
dividend and on a pro forma basis after giving effect to such dividend the
Subsidiary is in compliance with all material covenants under the Bank Credit
Facility and no event of default exists under the Bank Credit Facility. If
there is an Event of Default other than a payment default, the Lenders may
suspend dividends for a period not to exceed 180 days.

Various financial covenants must be satisfied by the Subsidiary,
including, without limitation, (a) a ratio of senior indebtedness to annualized
operating cash flow, (b) a ratio of consolidated total indebtedness for the
Company (including the Notes) to annualized operating cash flow for the
Subsidiary, (c) a ratio of annualized operating cash flow to fixed charges, (d)
a ratio of annualized operating cash flow to interest expense and (e) a ratio
of annualized operating cash flow to pro forma debt service.

50
<PAGE> 53
DESCRIPTION OF NOTES

GENERAL

The Notes will be issued under the Indenture, dated as of
, 1996 (the "Indenture"), by and between the Company and Fleet National Bank,
as trustee (the "Trustee"), which has been filed as an exhibit to the
Registration Statement of which this Prospectus constitutes a part. The terms
of the Notes include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939 (the "Trust Indenture
Act"). The Notes are subject to all such terms, and holders of Notes are
referred to the Indenture and the Trust Indenture Act for a statement thereof.
The following summaries of certain provisions of the Indenture are summaries
only, do not purport to be complete and are qualified in their entirety by
reference to all of the provisions of those documents. Capitalized terms used
herein and not otherwise defined shall have the meanings assigned to them in
the Indenture. When used in this section, the term "Company" means Sygnet
Wireless, Inc. and not Sygnet Communications, Inc. or any other subsidiary.
Wherever particular provisions of the Indenture are referred to in this
summary, such provisions are incorporated by reference as a part of the
statements made and such statements are qualified in their entirety by such
reference.

RANKING

The Notes will be general unsecured obligations of the Company ranking
pari passu with all future Indebtedness of the Company, if any, that is not
subordinated to the Notes and senior to all future Indebtedness of the Company,
if any, that is subordinated to the Notes. The Notes will not be guaranteed by
the Subsidiary or any future Subsidiaries.

The Company has no assets other than the stock of its only Subsidiary,
Sygnet Communications, Inc., and has no direct operations of any kind.

STRUCTURAL SUBORDINATION

The Company's operations are conducted entirely through its only
Subsidiary, Sygnet Communications, Inc. As a holding company, the Company has
no independent operations and, therefore, is dependent on dividends and
distributions from its Subsidiary to meet its own obligations, including the
obligations under the Notes. Because the Subsidiary will not guarantee the
payment of principal of or interest on the Notes, holders of Notes will have no
claim with respect to the assets of the Subsidiary. As a result, the claims of
holders of Notes will be effectively subordinated to the claims of creditors of
the Subsidiary, including the lenders under the Bank Credit Facility. As of
June 30, 1996, after giving effect to the Horizon Acquisition and the Related
Financings, the Subsidiary would have had approximately $195.9 million in total
outstanding liabilities that would be structurally senior to the Notes,
including $187.5 of Indebtedness under the Bank Credit Facility and $7.5
million of trade payables and other obligations. In addition, the Company's
ability to receive distributions and dividends from its Subsidiary will be
limited by the provisions of the Bank Credit Facility. See "Description of
Bank Credit Facility."

PRINCIPAL, MATURITY AND INTEREST

The Notes will be unsecured, general obligations of the Company,
limited in aggregate principal amount to $110,000,000. The Notes will be
issued only in fully registered form, without coupons, in denominations of
$1,000 and integral multiples thereof.

The Notes will mature on , 2006. Interest on the Notes
will accrue at the rate of % per annum and will be payable semi-annually in
arrears on and , commencing on , 1997,
to Holders of record on the immediately preceding and
. Interest on the Notes will accrue from the most recent date to which
interest has been paid or, if no interest has been paid, from the date of
original issuance.

51
<PAGE> 54
The Indenture does not contain provisions which would afford Holders
of the Notes protection in the event of a decline in the Company's credit
quality resulting from highly leveraged or other similar transaction involving
the Company.

Principal of, premium, if any, and interest on the Notes will be
payable, and, subject to the following provisions, the Notes may be presented
for registration of transfer or exchange, at the office or agency of the
Company maintained for such purpose, which office or agency shall be maintained
in the Borough of Manhattan of the City of New York. At the option of the
Company, payment of interest may be made by check mailed to the Holders of the
Notes at the addresses set forth upon the registry books of the Company. No
service charge will be made for any registration of transfer or exchange of
Notes, but the Company may require payment of a sum sufficient to cover any tax
or other governmental charge payable in connection therewith. Until otherwise
designated by the Company, the Company's office or agency will be the corporate
trust office of the Trustee presently located at 777 Main Street, Hartford,
Connecticut 06115.

OPTIONAL REDEMPTION

The Notes will not be redeemable at the Company's option prior to
, 2001. Thereafter, the Notes will be subject to redemption at the option of
the Company, in whole or in part, upon not less than 30 nor more than 60 days'
notice, at the redemption prices (expressed as percentages of principal amount)
set forth below plus accrued and unpaid interest thereon to the applicable
redemption date, if redeemed during the twelve-month period beginning on
of the years indicated below:

Year

<TABLE>
<CAPTION>
Percentage
----------
<S> <C>
2001 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . %
2002 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . %
2003 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . %
2004 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . %
2005 and thereafter . . . . . . . . . . . . . . . . . . . . . . 100%
</TABLE>

Notwithstanding the foregoing, during the first 36 months after the
date of the original issuance of Notes, the Company may redeem up to an
aggregate of $38.5 million in principal amount of Notes at a redemption price
of % of the principal amount thereof, in each case plus accrued and unpaid
interest thereon to the redemption date, with the net proceeds of an offering
(other than the Common Stock Offering) of Qualified Capital Stock of the
Company; provided that at least $71.5 million in aggregate principal amount of
Notes remain outstanding immediately after the occurrence of such redemption;
and provided, further, that such redemption shall occur within 30 days of the
date of the closing of such offering.

If less than all of the Notes are to be redeemed at any time,
selection of Notes for redemption will be made by the Trustee in compliance
with the requirements of the principal national securities exchange, if any, on
which the Notes are listed, or, if the Notes are not so listed, on a pro rata
basis, by lot or by such method as the Trustee shall deem fair and appropriate;
provided that no Notes of $1,000 or less shall be redeemed in part. Notices of
redemption shall be mailed by first class mail at least 30 but not more than 60
days before the redemption date to each Holder of Notes to be redeemed at its
registered address. If any Note is to be redeemed in part only, the notice of
redemption that relates to such Note shall state the portion of the principal
amount thereof to be redeemed. A new Note in principal amount equal to the
unredeemed portion thereof will be issued in the name of the Holder thereof
upon cancellation of the original Note. On and after the redemption date,
interest ceases to accrue on Notes or portions of them called for redemption.

MANDATORY REDEMPTION

The Company is not required to make mandatory redemption or sinking
fund payments with respect to the Notes.

52
<PAGE> 55
CERTAIN COVENANTS

Change of Control

The Indenture will provide that upon the occurrence of a Change of
Control, each Holder of Notes will have the right to require the Company to
repurchase all or any part (equal to $1,000 or an integral multiple thereof) of
such Holder's Notes pursuant to the offer described below (the "Change of
Control Offer") at an offer price in cash equal to 101% of the aggregate
principal amount thereof plus accrued and unpaid interest thereon to the date
of purchase (the "Change of Control Payment").

Within 10 days following any Change of Control, the Company will mail
a notice to each Holder describing the transaction or transactions that
constitute the Change of Control and offering to repurchase Notes pursuant to
the procedures required by the Indenture and described in such notice. The
Company will comply with the requirements of Rule 14e-1 under the Exchange Act
and any other securities laws and regulations thereunder to the extent such
laws and regulations are applicable in connection with the repurchase of the
Notes as a result of a Change of Control.

The Change of Control Offer will remain open for a period of 20
Business Days following its commencement and no longer, except to the extent
that a longer period is required by applicable law (the "Change of Control
Offer Period"). No later than five Business Days after the termination of the
Change of Control Offer Period (the "Change of Control Purchase Date"), the
Company will purchase all Notes tendered in response to the Change of Control
Offer. Payment for any Notes so purchased will be made in the same manner as
interest payments are made.

If the Change of Control Purchase Date is on or after an interest
record date and on or before the related interest payment date, any accrued and
unpaid interest will be paid to the Person in whose name a Note is registered
at the close of business on such record date, and no additional interest will
be payable to Holders who tender Notes pursuant to the Change of Control Offer.

On the Change of Control Payment Date, the Company will, to the extent
lawful, (a) accept for payment all Notes or portions thereof properly tendered
pursuant to the Change of Control Offer, (b) deposit with the Paying Agent an
amount equal to the Change of Control Payment in respect of all Notes or
portions thereof so tendered and (c) deliver or cause to be delivered to the
Trustee the Notes so accepted together with an Officers' Certificate stating
the aggregate principal amount of Notes or portions thereof being purchased by
the Company. The Paying Agent will promptly mail to each Holder of Notes so
tendered the Change of Control Payment for such Notes, and the Trustee will
promptly authenticate and mail (or cause to be transferred by book entry) to
each Holder a new Note equal in principal amount to any unpurchased portion of
the Notes surrendered, if any; provided that each such new Note will be in a
principal amount of $1,000 or an integral multiple thereof. The Company will
publicly announce the results of the Change of Control Offer on or as soon as
practicable after the Change of Control Payment Date.

Except as described above with respect to a Change of Control, the
Indenture does not contain provisions that permit the Holders of Notes to
require that the Company repurchase or redeem the Notes in the event of a
takeover, recapitalization or other restructuring.

The Bank Credit Facility provides that certain change of control
events with respect to the Company and the Subsidiary would constitute a
default thereunder. Any future credit agreements or other agreements relating
to which the Company or the Subsidiary becomes a party may contain similar
restrictions and provisions. In the event a Change of Control occurs at a time
when the Company is prohibited from purchasing Notes or the Subsidiary is
prohibited from making a distribution or paying a dividend to the Company to
permit such purchase, the Company could seek the consent of its lenders or the
Subsidiary could obtain the consent of its lenders to such purchase of Notes or
to such distribution or dividend, respectively, or either company could attempt
to refinance the borrowings that contain such prohibition. If the Company or
the Subsidiary do not obtain such consents or repay such borrowings, the
Company will not be able to purchase the Notes. In such case, the Company's
failure to purchase tendered Notes would constitute an Event of Default under
the Indenture.

53
<PAGE> 56
Limitation on Incurrence of Additional Indebtedness

The Indenture will provide that after the Issue Date the Company will
not, and will not permit any of its Restricted Subsidiaries to, directly or
indirectly, issue, create, incur, assume, guarantee or otherwise directly or
indirectly become liable for (including as a result of an acquisition), or
otherwise become responsible for, contingently or otherwise (individually or
collectively, to "Incur" or, as appropriate, an "Incurrence"), any
Indebtedness.

Notwithstanding the foregoing, if there exists no Default or Event of
Default immediately prior and subsequent thereto, the Company may incur
Indebtedness if, after giving effect thereto, the Company's Annualized
Operating Cash Flow Ratio on a pro forma basis calculated on the assumption
that such Indebtedness had been incurred on the first day of the applicable
Reference Period, would have been less than the ratios set forth below for the
calendar year periods indicated:

<TABLE>
<CAPTION>
FOR THE PERIOD RATIO
-------------- -----
<S> <C>
1996-1998 8.0x
1999 and after 7.0x
</TABLE>

In addition, if there exists no Default or Event of Default
immediately prior and subsequent thereto, the foregoing limitations will not
apply to the Incurrence of (i) Indebtedness incurred under the Bank Credit
Facility in an aggregate amount not to exceed $300.0 million in aggregate
principal amount at any time, (ii) Indebtedness by the Company or any of its
Restricted Subsidiaries constituting Existing Indebtedness, reduced by
permanent repayments of and reductions thereof (and in commitments with respect
thereto) in satisfaction of the Net Cash Proceeds application requirement set
forth in the covenant described in "--Limitation on Asset Sales and Sales of
Subsidiary Stock" and by repayments and permanent reductions in amounts
outstanding pursuant to scheduled amortizations and mandatory prepayments in
accordance with the terms thereof, (iii) Indebtedness by the Company evidenced
by the Notes, (iv) Permitted Acquisition Indebtedness, (v) Indebtedness between
the Company and any Restricted Subsidiary of the Company or between Restricted
Subsidiaries of the Company, provided that, in the case of Indebtedness
incurred by the Company, such obligations shall be unsecured and subordinated
in all respects to the Holders' rights pursuant to the Notes, (vi) Capitalized
Lease Obligations and Purchase Money Indebtedness in an aggregate amount or
aggregate principal amount, as the case may be, outstanding at any time not to
exceed in the aggregate $15.0 million, and (vii) Refinancing Indebtedness
Incurred to extend, renew, replace or refund Indebtedness permitted under
clauses (ii) (as so reduced in amount) and (iii) of this paragraph.

Indebtedness of any Person that is not a Restricted Subsidiary of the
Company (or that is a Non-Recourse Restricted Subsidiary designated to be a
Restricted Subsidiary, but no longer a Non-Recourse Restricted Subsidiary),
which Indebtedness is outstanding at the time such Person becomes such a
Restricted Subsidiary of the Company or is merged with or into or consolidated
with the Company or a Restricted Subsidiary of the Company shall be deemed to
have been Incurred, as the case may be, at the time such Person becomes such a
Restricted Subsidiary of the Company, or is merged with or into or consolidated
with the Company or a Restricted Subsidiary of the Company.

Limitation on Restricted Payments

The Indenture will provide that after the Issue Date the Company will
not, and will not permit any of its Restricted Subsidiaries to, directly or
indirectly, make any Restricted Payment, if, immediately prior or after giving
effect thereto on a pro forma basis, (a) a Default or an Event of Default would
occur or be continuing, (b) the Company's Annualized Operating Cash Flow Ratio
for the Reference Period would have exceeded 6 to 1, or (c) the aggregate
amount of all Restricted Payments made by the Company and its Restricted
Subsidiaries, including such proposed Restricted Payment (if not made in cash,
then the fair market value of any property used therefor) from and after the
Issue Date and on or prior to the date of such Restricted Payment, shall exceed
the sum of (i) the amount determined by subtracting (x) 2.0 times the aggregate
Consolidated Interest Expense of the Company for the period (taken as one
accounting period) from the Issue Date to the last day of the last full fiscal
quarter prior to the date of the proposed Restricted Payment (the

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"Computation Period") from (y) Operating Cash Flow of the Company for the
Computation Period, plus (ii) the aggregate Net Proceeds received by the
Company from the sale (other than to a Subsidiary of the Company) of its
Qualified Capital Stock after the Issue Date and on or prior to the date of
such Restricted Payment.

Notwithstanding the foregoing, the provisions set forth in clause (b)
or (c) of the immediately preceding paragraph will not prohibit (i) the use of
an aggregate of $10.0 million to be used solely for Investments in Unrestricted
Subsidiaries or Non-Recourse Restricted Subsidiaries, (ii) the payment of any
dividend within 60 days after the date of its declaration if such dividend
could have been made on the date of its declaration in compliance with the
foregoing provisions or (iii) the redemption, defeasance, repurchase or other
acquisition or retirement of any Indebtedness or Capital Stock of the Company
or its Restricted Subsidiaries either in exchange for or out of the Net
Proceeds of the substantially concurrent sale (other than to a Subsidiary of
the Company) of Qualified Capital Stock of the Company.

Limitation on Restricting Subsidiary Dividends

The Indenture will provide that the Company will not, and will not
permit any of its Restricted Subsidiaries to, directly or indirectly, create,
assume or suffer to exist any consensual encumbrance or restriction on the
ability of any Restricted Subsidiary of the Company to pay dividends or make
other distributions on the Capital Stock of any Restricted Subsidiary of the
Company or pay or satisfy any obligation to the Company or any of its
Restricted Subsidiaries or otherwise transfer assets or make or pay loans or
advances to the Company or any of its Restricted Subsidiaries, except
encumbrances and restrictions existing under (i) the Indenture and the Notes or
Refinancing Indebtedness incurred to refinance the Notes; provided, that such
encumbrances and restrictions are no more restrictive than those contained in
the Indenture as in effect on the Issue Date, (ii) the Bank Credit Facility as
in effect on the Issue Date, and any amendments, modifications, restatements,
renewals, increases, supplements, refundings, replacements or refinancings
thereof; provided that such amendments, modifications, restatements, renewals,
increases, supplements, refundings, replacements or refinancings are no more
restrictive with respect to such dividend and other payment restrictions than
those contained in the Bank Credit Facility as in effect on the Issue Date,
(iii) any agreement of a Person acquired by the Company or a Restricted
Subsidiary of the Company, which restrictions existed at the time of
acquisition, were not put in place in anticipation of such acquisition and are
not applicable to any person or property, other than the Person or any property
of the Person so acquired. Notwithstanding the foregoing, customary provisions
restricting subletting or assignment of any lease entered into the ordinary
course of business, consistent with past practices shall not in and of
themselves be considered a restriction on the ability of the applicable
Restricted Subsidiary to transfer such agreement or assets, as the case may be.

Limitation on Transactions with Related Persons

The Indenture will provide that, after the Issue Date, the Company
will not, and will not permit any of its Restricted Subsidiaries or
Unrestricted Subsidiaries to, enter into any contract, agreement, arrangement
or transaction with any Related Person (each a "Related Person Transaction"),
or any series of Related Person Transactions, except for transactions made in
good faith, the terms of which are (i) fair and reasonable to the Company or
such Subsidiary, as the case may be, and (ii) are at least as favorable as the
terms which could be obtained by the Company or such Subsidiary, as the case
may be, in a comparable transaction made on an arm's length basis with Persons
who are not Related Persons.

Without limiting the foregoing, (a) any Related Person Transaction or
series of Related Person Transactions with an aggregate value in excess of $1.0
million must first be approved by a majority of the Board of Directors of the
Company who are disinterested in the subject matter of the transaction pursuant
to a Board Resolution, and (b) with respect to any Related Person Transaction
or series of Related Person Transactions with an aggregate value in excess of
$5.0 million, the Company must first obtain a favorable written opinion from an
independent financial advisor of national reputation as to the fairness from a
financial point of view of such transaction to the Company or such Subsidiary,
as the case may be.

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Notwithstanding the foregoing, any contract, agreement, arrangement or
transaction solely between or among the Company and any of its Wholly Owned
Restricted Subsidiaries or between or among Wholly Owned Restricted
Subsidiaries of the Company is not a Related Person Transaction.

Limitation on Asset Sales and Sales of Subsidiary Stock

The Indenture will provide that after the Issue Date the Company will
not, and will not permit any of its Restricted Subsidiaries to, in one
transaction or a series of related transactions, convey, sell, transfer, assign
or otherwise dispose of, directly or indirectly, any of its property, business
or assets, including any sale or other transfer or issuance of any Capital
Stock of any Restricted Subsidiary of the Company, whether owned on the Issue
Date or thereafter acquired (an "Asset Sale") unless (a) such Asset Sale is for
fair market value as determined by the Board of Directors of the Company acting
reasonably and in good faith, (b) at least 80% of the value of the
consideration for such Asset Sale consists of (i) cash, (ii) the assumption by
the transferee of pari passu Indebtedness or (iii) notes, obligations or other
marketable securities (collectively "Marketable Securities") that are
immediately converted into cash and (c) the Net Cash Proceeds therefrom are
applied on or prior to 360 days after the date of such Asset Sale (i) to the
permanent repayment of Indebtedness under the Bank Credit Facility (which
payment reduces the commitment thereunder) or (ii) to the repurchase of the
Notes pursuant to an offer to purchase (an "Asset Sale Offer") described below
or (iii) to an investment in a Related Business.

Notwithstanding the foregoing provisions of the prior paragraph:

(i) any Restricted Subsidiary of the Company may convey,
sell, lease, transfer or otherwise dispose of any or all of its assets
(upon voluntary liquidation or otherwise) to the Company or a
Restricted Subsidiary of the Company;

(ii) the Company and its Restricted Subsidiaries may, in
the ordinary course of business, (A) convey, sell, lease, transfer,
assign or otherwise dispose of assets in the ordinary course of
business and (B) exchange assets for assets in Related Businesses;

(iii) the Company and its Restricted Subsidiaries may
convey, sell, lease, transfer, assign or otherwise dispose of assets
pursuant to and in accordance with the covenant described in "--
Limitation on Mergers, Sales or Consolidations";

(iv) the Company and its Restricted Subsidiaries may (a)
sell damaged, worn out or other obsolete property in the ordinary
course of business or other property no longer necessary for the
proper conduct of the business of the Company or any of its Restricted
Subsidiaries, or (b) abandon such property if it cannot, through
reasonable efforts, be sold; and

(v) the Company may transfer the assets that it acquires
in the Horizon Acquisition to the Subsidiary after the Issue Date.

The Indenture will provide that an Asset Sale Offer may be deferred
until the accumulated Net Cash Proceeds not applied to the uses set forth in
subsections (c)(i) or (c)(iii) in the first paragraph exceeds $5.0 million. An
Asset Sale Offer will remain open for a period of 20 Business Days following
its commencement and no longer, except to the extent that a longer period is
required by applicable law (the "Asset Sale Offer Period"). No later than five
Business Days after the termination of the Asset Sale Offer Period (the "Asset
Sale Purchase Date"), the Company will purchase the principal amount of Notes
required to be purchased pursuant to this covenant (the "Asset Sale Offer
Amount") or, if less than the Asset Sale Offer Amount has been tendered, all
Notes tendered in response to the Asset Sale Offer. Payment for any Notes so
purchased will be made in the same manner as interest payments are made.

If the Asset Sale Purchase Date is on or after an interest record date
and on or before the related interest payment date, any accrued and unpaid
interest will be paid to the Person in whose name a Note is registered at the
close of

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business on such record date, and no additional interest will be payable to
Holders who tender Notes pursuant to the Asset Sale Offer.

On or before the Asset Sale Purchase Date, the Company will, to the
extent lawful, accept for payment, on a pro rata basis to the extent necessary,
the Asset Sale Offer Amount of Notes or portions thereof tendered pursuant to
the Asset Sale Offer, or if less than the Asset Sale Offer Amount has been
tendered, all Notes tendered, and will deliver to the Trustee an Officers'
Certificate stating that such Notes or portions thereof were accepted for
payment by the Company in accordance with the terms of this covenant. The
Company, the Depository or the Paying Agent, as the case may be, will promptly
(but in any case not later than five days after the Asset Sale Purchase Date)
mail or deliver to each tendering Holder an amount equal to the purchase price
of the Notes tendered by such Holder and accepted by the Company for purchase,
and the Company will promptly issue a new Note, and the Trustee, upon written
request from the Company will authenticate and mail or deliver such new Note to
such Holder, in a principal amount equal to any unpurchased portion of the Note
surrendered. Any Note not so accepted will be promptly mailed or delivered by
the Company to the Holder thereof. The Company will publicly announce the
results of the Asset Sale Offer on the Asset Sale Purchase Date.

Limitations on Liens

The Indenture will provide that the Company will not and will not
permit any Restricted Subsidiary, directly or indirectly, to Incur or suffer to
exist any Lien (other than Permitted Liens) upon any of its property or assets,
whether now owned or hereafter acquired.

Limitation on Merger, Sale or Consolidation

The Indenture will provide that the Company will not consolidate with
or merge with or into another Person, or sell, lease, convey, transfer or
otherwise dispose of all or substantially all of its assets (computed on a
consolidated basis), whether in a single transaction or a series of related
transactions, to another Person or group of affiliated Persons, unless: (i)
immediately after giving effect to such transaction on a pro forma basis, the
consolidated resulting surviving or transferee entity would immediately
thereafter be permitted to incur at least $1.00 of additional Indebtedness
pursuant to the Annualized Operating Cash Flow Ratio provision set forth in the
second paragraph of the covenant described in "--Limitation on Incurrence of
Additional Indebtedness;" (ii) immediately thereafter, no Event of Default (and
no event which, after notice or lapse of time or both, would become an Event of
Default) shall have occurred and be continuing; (iii) either (a) the Company is
the surviving entity or (b) the resulting, surviving or transferee entity (if
other than the Company) is a corporation organized under the laws of the United
States, any state thereof or the District of Columbia and expressly assumes by
supplemental indenture all of the obligations of the Company in connection with
the Notes and the Indenture, including the punctual payment of the principal
of, and premium, if any, and interest on the Notes and the performance and
observance of every covenant of the Indenture on the part of the Company to be
performed; and (iv) the Company shall have delivered to the Trustee an
Officers' Certificate confirming compliance with the requirements of this
covenant.

Upon any consolidation or merger or any transfer of all or
substantially all of the assets of the Company in accordance with the
foregoing, the successor corporation formed by such consolidation or into which
the Company is merged or to which such transfer is made, shall succeed to, and
be substituted for, and may exercise every right and power of, the Company
under the Indenture with the same effect as if such successor corporation had
been named therein as the Company.

REPORTS

The Indenture will provide that whether or not the Company is subject
to the reporting requirements of Section 13 or 15(d) of the Exchange Act of
1934, as amended (the "Exchange Act"), the Company shall deliver to the Trustee
and to each Holder, within 15 days after it is or would have been required to
file such with the Securities and Exchange Commission (the "Commission"),
annual and quarterly financial statements substantially equivalent to financial
statements that would have been included in reports filed with the Commission,
if the Company were subject to the requirements

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of Section 13 or 15(d) of the Exchange Act, including, with respect to annual
information only, a report thereon by the Company's certified independent
public accountants as such would be required in such reports to the Commission,
and in each case, together with a management's discussion and analysis of
financial condition and results of operations which would be so required.

EVENTS OF DEFAULT AND REMEDIES

The Indenture will provide that each of the following constitutes an
Event of Default: (i) default for 30 days in the payment when due of interest
on the Notes; (ii) default in payment when due of the principal of or premium,
if any, on the Notes; (iii) failure by the Company to comply with the
provisions described under the captions "--Change of Control," "--Asset Sales,"
"--Limitation on Restricted Payments" or "--Limitation on Incurrence of
Additional Indebtedness"; (iv) failure by the Company for 30 days after notice
to comply with any of its other agreements in the Indenture or the Notes; (v)
default under any mortgage, indenture or instrument under which there may be
issued or by which there may be secured or evidenced any Indebtedness for money
borrowed by the Company or any of its Subsidiaries (or the payment of which is
guaranteed by the Company or any of its Subsidiaries) whether such Indebtedness
or guarantee now exists, or is created after the date of the Indenture, which
default (a) is caused by a failure to pay principal of or premium, if any, or
interest on such Indebtedness prior to the expiration of the grace period
provided in such Indebtedness on the date of such default (a "Payment Default")
provided such Event of Default shall not occur until days after such
Payment Default, or (b) results in the acceleration of such Indebtedness prior
to its express maturity and, in each case, the principal amount of any such
Indebtedness, together with the principal amount of any other such Indebtedness
under which there has been a Payment Default or the maturity of which has been
so accelerated, aggregates $5.0 million or more; (vi) failure by the Company or
any of its Subsidiaries to pay final judgments aggregating in excess of $5.0
million, which judgments are not paid, discharged or stayed for a period of 60
days; and (vii) certain events of bankruptcy or insolvency with respect to the
Company or any of its Subsidiaries.

If any Event of Default occurs and is continuing, the Trustee or the
Holders of at least 25% in principal amount of the then outstanding Notes may
declare all the Notes to be due and payable immediately. Notwithstanding the
foregoing, in the case of an Event of Default arising from certain events of
bankruptcy or insolvency, with respect to the Company, any Significant
Subsidiary or any group of Subsidiaries that, taken together, would constitute
a Significant Subsidiary, all outstanding Notes will become due and payable
without further action or notice. Holders of the Notes may not enforce the
Indenture or the Notes except as provided in the Indenture. Subject to certain
limitations, Holders of a majority in principal amount of the then outstanding
Notes may direct the Trustee in its exercise of any trust or power. The
Trustee may withhold from Holders of the Notes notice of any continuing Default
or Event of Default (except a Default or Event of Default relating to the
payment of principal or interest) if it determines that withholding notice is
in their interest.

In the case of any Event of Default occurring by reason of any willful
action (or inaction) taken (or not taken) by or on behalf of the Company with
the intention of avoiding payment of the premium that the Company would have
had to pay if the Company then had elected to redeem the Notes pursuant to the
optional redemption provisions of the Indenture, an equivalent premium shall
also become and be immediately due and payable to the extent permitted by law
upon the acceleration of the Notes. If an Event of Default occurs prior to
, 2001 by reason of any willful action (or inaction) taken (or not taken) by or
on behalf of the Company with the intention of avoiding the prohibition on
redemption of the Notes prior to , 2001, then the premium specified in the
Indenture for optional redemptions shall also become immediately due and
payable to the extent permitted by law upon the acceleration of the Notes.

The Holders of a majority in aggregate principal amount of the Notes
then outstanding by notice to the Trustee may on behalf of the Holders of all
of the Notes waive any existing Default or Event of Default and its
consequences under the Indenture except a continuing Default or Event of
Default in the payment of interest on, or the principal of, the Notes.

The Company is required to deliver to the Trustee annually a statement
regarding compliance with the Indenture, and the Company is required upon
becoming aware of any Default or Event of Default, to deliver to the Trustee a
statement specifying such Default or Event of Default.

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LEGAL DEFEASANCE AND COVENANT DEFEASANCE

The Company may, at its option and at any time, elect to have all of
its obligations discharged with respect to the outstanding Notes ("Legal
Defeasance") except for (i) the rights of Holders of outstanding Notes to
receive payments in respect of the principal of, premium, if any, and interest
on such Notes when such payments are due from the trust referred to below, (ii)
the Company's obligations with respect to the Notes concerning issuing
temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen
Notes and the maintenance of an office or agency for payment and money for
security payments held in trust, (iii) the rights, powers, trusts, duties and
immunities of the Trustee, and the Company's obligations in connection
therewith and (iv) the Legal Defeasance provisions of the Indenture. In
addition, the Company may, at its option and at any time, elect to have the
obligations of the Company released with respect to certain covenants that are
described in the Indenture ("Covenant Defeasance") and thereafter any omission
to comply with such obligations shall not constitute a Default or Event of
Default with respect to the Notes. In the event Covenant Defeasance occurs,
certain events (not including non-payment, bankruptcy, receivership,
rehabilitation and insolvency events) described under "Events of Default" will
no longer constitute an Event of Default with respect to the Notes.

In order to exercise either Legal Defeasance or Covenant Defeasance:
(i) the Company must irrevocably deposit with the Trustee, in trust for the
benefit of the Holders of the Notes, cash in U.S. dollars, non-callable
Government Securities, or a combination thereof, in such amounts as will be
sufficient, in the opinion of a nationally recognized firm of independent
public accountants, to pay the principal of, premium, if any, and interest on
the outstanding Notes on the stated maturity or on the applicable redemption
date, as the case may be, and the Company must specify whether the Notes are
being defeased to maturity or to a particular redemption date; (ii) in the case
of Legal Defeasance, the Company shall have delivered to the Trustee an opinion
of counsel in the United States reasonably acceptable to the Trustee confirming
that (A) the Company has received from, or there has been published by, the
Internal Revenue Service a ruling or (B) since the date of the Indenture, there
has been a change in the applicable federal income tax law, in either case to
the effect that, and based thereon such opinion of counsel shall confirm that,
the Holders of the outstanding Notes will not recognize income, gain or loss
for federal income tax purposes as a result of such Legal Defeasance and will
be subject to federal income tax on the same amounts, in the same manner and at
the same times as would have been the case if such Legal Defeasance had not
occurred; (iii) in the case of Covenant Defeasance, the Company shall have
delivered to the Trustee an opinion of counsel in the United States reasonably
acceptable to the Trustee confirming that the Holders of the outstanding Notes
will not recognize income, gain or loss for federal income tax purposes as a
result of such Covenant Defeasance and will be subject to federal income tax on
the same amounts, in the same manner and at the same times as would have been
the case if such Covenant Defeasance had not occurred; (iv) no Default or Event
of Default shall have occurred and be continuing on the date of such deposit
(other than a Default or Event of Default resulting from the borrowing of funds
to be applied to such deposit) or insofar as Events of Default from bankruptcy
or insolvency events are concerned, at any time in the period ending on the
91st day after the date of deposit; (v) such Legal Defeasance or Covenant
Defeasance will not result in a breach or violation of, or constitute a default
under any material agreement or instrument (other than the Indenture) to which
the Company or any of its Subsidiaries is a party or by which the Company or
any of its Subsidiaries is bound; (vi) the Company must have delivered to the
Trustee an opinion of counsel to the effect that after the 91st day following
the deposit, the trust funds will not be subject to the effect of any
applicable bankruptcy, insolvency, reorganization or similar laws affecting
creditors' rights generally; (vii) the Company must deliver to the Trustee an
Officers' Certificate stating that the deposit was not made by the Company with
the intent of preferring the Holders of Notes over the other creditors of the
Company with the intent of defeating, hindering, delaying or defrauding
creditors of the Company or others; and (viii) the Company must deliver to the
Trustee an Officers' Certificate and an opinion of counsel, each stating that
all conditions precedent provided for relating to the Legal Defeasance or the
Covenant Defeasance have been complied with.

AMENDMENTS AND SUPPLEMENTS

Except as provided in the next two succeeding paragraphs, the
Indenture or the Notes may be amended or supplemented with the consent of the
Holders of at least a majority in principal amount of the Notes then
outstanding (including, without limitation, consents obtained in connection
with a purchase of, or tender offer or exchange offer for, Notes), and any
existing default or compliance with any provision of the Indenture or the Notes
may be waived with the

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consent of the Holders of a majority in principal amount of the then
outstanding Notes (including consents obtained in connection with a tender
offer or exchange offer for Notes).

Without the consent of each Holder affected, an amendment or waiver
may not (with respect to any Notes held by a non-consenting Holder): (i)
reduce the principal amount of Notes whose Holders must consent to an
amendment, supplement or waiver; (ii) reduce the principal of or change the
fixed maturity of any Note or alter the provisions with respect to the optional
redemption of the Notes; (iii) reduce the rate of or change the time for
payment of interest on any Note; (iv) waive a Default or Event of Default in
the payment of principal of or premium, if any, or interest on the Notes
(except a rescission of acceleration of the Notes by the Holders of at least a
majority in aggregate principal amount of the Notes and a waiver of the payment
default that resulted from such acceleration); (v) make any Note payable in
money other than that stated in the Notes; (vi) make any change in the
provisions of the Indenture relating to waivers of past Defaults or the rights
of Holders of Notes to receive payments of principal of or premium, if any, or
interest on the Notes; (vii) waive a redemption payment with respect to any
Note (other than a payment required by one of the covenants described above
under the caption "--Change of Control;" or "--Asset Sales"); or (viii) make
any change in the foregoing amendment and waiver provisions.

Notwithstanding the foregoing, without the consent of any Holder of
Notes, the Company and the Trustee may amend or supplement the Indenture or the
Notes to cure any ambiguity, defect or inconsistency, to provide for
uncertificated Notes in addition to or in place of certificated Notes, to
provide for the assumption of the Company's obligations to Holders of Notes in
the case of a merger or consolidation, to make any change that would provide
any additional rights or benefits to the Holders of Notes or that does not
adversely affect the legal rights under the Indenture of any such Holder, or to
comply with requirements of the Commission in order to effect or maintain the
qualification of the Indenture under the Trust Indenture Act.

NO PERSONAL LIABILITY OF PARTNERS, STOCKHOLDERS, OFFICERS, DIRECTORS

The Indenture will provide that no direct or indirect stockholder,
employee, officer or director, as such, past, present or future of the Company
or any successor entity shall have any personal liability in respect of the
obligations of the Company under the Indenture or the Notes by reason of his or
its status as such stockholder, employee, officer or director.

CERTAIN DEFINITIONS

Set forth below is a summary of certain defined terms to be contained
in the Indenture. Reference is made to the Indenture for the full definition
of all such terms, as well as any other terms and herein for which no
definition is provided.

"Affiliate" means, with respect to any specified Person, (i) any other
Person directly or indirectly controlling or controlled by, or under direct or
indirect common control with, such specified Person or (ii) any officer,
director, or controlling stockholder of such other Person. For purposes of
this definition, the term "control" means (a) the power to direct the
management and policies of a Person, directly or through one or more
intermediaries, whether through the ownership of voting securities, by
contract, or otherwise, or (b) without limiting the foregoing, the beneficial
ownership of 10% or more of the voting power of the voting common equity of
such Person (on a fully diluted basis) or of warrants or other rights to
acquire such equity (whether or not presently exercisable).

"Annualized Operating Cash Flow" on any date, means with respect to
any Person the Operating Cash Flow for the Reference Period multiplied by four.

"Annualized Operating Cash Flow Ratio" on any date (the "Transaction
Date") means, with respect to any Person and it Subsidiaries, the ratio of (i)
consolidated Indebtedness of such Person and its Subsidiaries on the
Transaction Date (after giving pro forma effect to the Incurrence of such
Indebtedness) divided by (ii) the aggregate amount of Annualized Operating Cash
Flow of such Person (determined on a pro forma basis after giving effect to all
dispositions of businesses made by such Person and its Subsidiaries from the
beginning of the Reference Period through the Transaction Date as

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if such disposition has occurred at the beginning of such Reference Period);
provided, that for purposes of such computation, in calculating Annualized
Operating Cash Flow and consolidated Indebtedness: (a) the transaction giving
rise to the need to calculate the Annualized Operating Cash Flow Ratio will be
assumed to have occurred (on a pro forma basis) on the first day of the
Reference Period; (b) the incurrence of any Indebtedness during the Reference
Period or subsequent thereto and on or prior to the Transaction Date (and the
application of the proceeds therefrom to the extent used to retire
Indebtedness) will be assumed to have occurred (on a pro forma basis) on the
first day of such Reference Period; (c) Consolidated Interest Expense
attributable to any Indebtedness (whether existing or being incurred) bearing a
floating interest rate shall be computed as if the rate in effect on the
Transaction Date had been the applicable rate for the entire period; and (d)
all members of the consolidated group of such Person on the Transaction Date
that were acquired during the Reference Period shall be deemed to be members of
the consolidated group of such Person for the entire Reference Period. When
the foregoing definition is used in connection with the Company and its
Restricted Subsidiaries, references to a Person and its Subsidiaries in the
foregoing definition shall be deemed to refer to the Company and its Restricted
Subsidiaries.

"Bank Credit Facility" means, so long as there is Indebtedness under,
or the borrower has the ability to borrow thereunder, the Credit Agreement
dated as of , 1996, among Sygnet Communications, Inc., as the
borrower, the financial institutions which are parties thereto as lenders, PNC
Bank, National Association and The Toronto-Dominion Bank as managing agents and
syndication agents, The Toronto-Dominion Bank as the administrative agent, and
PNC Bank, National Association, as the documentation agent and the collateral
agent, or any other credit facility or loan agreement designated by the Company
to be the "Bank Credit Facility," as such Credit Agreement or other credit
facility or loan agreement may be amended, modified, restated, renewed,
increased, supplemented, refunded, replaced or refinanced from time to time.
There can be only one such credit facility or loan agreement designated to be
the "Bank Credit Facility" at any one time.

"Business Day" means any day other than a Legal Holiday.

"Capitalized Lease Obligations" means obligations under a lease that
are required to be capitalized for financial reporting purposes in accordance
with GAAP, and the amount of Indebtedness represented by such obligations shall
be the capitalized amount of such obligations, as determined in accordance with
GAAP.

"Capital Stock" means, with respect to any Person, any capital stock
of such Person and shares, interests, participations or other ownership
interests (however designated) of any Person and any rights (other than debt
securities convertible into capital stock), warrants and options to purchase
any of the foregoing, including (without limitation) each class of common stock
and preferred stock of such Person if such Person is a corporation and each
general and limited partnership interest of such Person if such Person is a
partnership.

"Cash Equivalents" means (i) Securities issued or directly and fully
guaranteed or insured by the United States of America or any agency or
instrumentality thereof (provided that the full faith and credit of the United
States of America is pledged in support thereof) in each case maturing within
one year after the date of acquisition, (ii) time deposits and certificates of
deposit and commercial paper issued by the parent corporation of any domestic
commercial bank of recognized standing having capital and surplus in excess of
$500 million and commercial paper issued by others rated at least A-2 or the
equivalent thereof by Standard & Poor's Corporation or at least P-2 or the
equivalent thereof by Moody's Investors Service, Inc. and in each case maturing
within one year after the date of acquisition and (iii) investments in money
market funds substantially all of whose assets comprise securities of the types
described in clauses (i) and (ii) above.

"Change of Control" means (i) any sale, transfer or other conveyance,
whether direct or indirect, of a majority of the fair market value of the
assets of the Company, on a consolidated basis, in one transaction or a series
of related transactions, if, immediately after giving effect to such
transaction, any "person" or "group" (as such terms are used for purposes of
Sections 13(d) and 14(d) of the Exchange Act, whether or not applicable), other
than an Excluded Person or Excluded Group, is or becomes the "beneficial owner"
(as such term is used in Rule 13d-3 promulgated pursuant to the Exchange Act),
directly or indirectly, of more than 50% of the total voting power in the
aggregate normally entitled to vote in the election of directors, managers, or
trustees, as applicable, of the transferee, (ii) any "person" or "group"

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(as such terms are used for purposes of Section 13(d) and 14(d) of the Exchange
Act, whether or not applicable), other than an Excluded Person or Excluded
Group, is or becomes the "beneficial owner" (as such term is used in Rule 13d-3
promulgated pursuant to the Exchange Act), directly or indirectly, of more than
50% of the total voting power in the aggregate of all classes of Capital Stock
of the Company then outstanding normally entitled to vote in elections of
directors, or (iii) during any period of 12 consecutive months after the Issue
Date, individuals who at the beginning of any such 12-month period constituted
the Board of Directors of the Company (together with any new directors whose
election by such Board or whose nomination for election by the shareholders of
the Company was approved by a vote of a majority of the directors then still in
office who were either directors at the beginning of such period or whose
election or nomination for election was previously so approved) cease for any
reason to constitute a majority of the Board of Directors of the Company then
in office.

"Common Stock Offering" means the offering of 3,750,000 shares of
Class A Common Stock pursuant to Registration Statement No. .

"Consolidated Interest Expense" of any Person means, for any period,
the aggregate amount (without duplication and determined in each case in
accordance with GAAP) of (a) interest expensed or capitalized, paid, accrued,
or scheduled to be paid or accrued (including, in accordance with the following
sentence, interest attributable to Capitalized Lease Obligations) of such
Person and its consolidated Subsidiaries during such period, including (i)
original issue discount and non-cash interest payments or accruals on any
Indebtedness, (ii) the interest portion of all deferred payment obligations,
and (iii) all commissions, discounts and other fees and charges owed with
respect to bankers' acceptances and letters of credit financings and currency
and Interest Swap and Hedging Obligations, in each case to the extent
attributable to such period, and (b) the amount of dividends accrued or payable
by such Person or any of its consolidated Subsidiaries in respect of Preferred
Stock (other than by Restricted Subsidiaries of such Person to such Person or
such Person's Wholly Owned Subsidiaries). For purposes of this definition, (x)
interest on a Capitalized Lease Obligation shall be deemed to accrue at an
interest rate reasonably determined by the Company to be the rate of interest
implicit in such Capitalized Lease Obligation in accordance with GAAP and (y)
interest expense attributable to any Indebtedness represented by the guaranty
by such Person or a Subsidiary of such Person of an obligation of another
Person shall be deemed to be the interest expense attributable to the
Indebtedness guaranteed. When the foregoing definition is used in connection
with the Company and its Restricted Subsidiaries, references to a Person and
its Subsidiaries in the foregoing definition shall be deemed to refer to the
Company and its Restricted Subsidiaries.

"Consolidated Net Income" of any Person for any period means the net
income (or loss) of such Person and its consolidated Subsidiaries for such
period, determined (on a consolidated basis) in accordance with GAAP, adjusted
to exclude (only to the extent included in computing such net income (or loss),
and without duplication (i) all extraordinary gains and losses and gains and
losses that are nonrecurring (including as a result of Asset Sales outside the
ordinary course of business), (ii) the net income, if positive, of any Person,
that is not a Subsidiary in which such Person or any of its Subsidiaries has an
interest, except to the extent of the amount of dividends or distributions
actually paid to such Person or a Subsidiary of such Person that both (x) are
actually paid in cash to such Person or a Subsidiary of such Person during such
period and (y) when taken together will all other dividends and distributions
paid during such period in cash to such Person or a Subsidiary of such Person,
are not in excess of such Person's pro rata share of such other Person's
aggregate net income earned during such period, (iii), except as provided in
the definition of "Annualized Operating Cash Flow Ratio," the net income (or
loss) of any Subsidiary acquired in a pooling of interests transaction for any
period prior to the date of such acquisition and (iv) the net income, if
positive, of any Subsidiary of such Person to the extent that the declaration
or payment of dividends or similar distributions is not at the time permitted
by operation of the terms of its charter or any agreement or instrument
applicable to such Subsidiary. When the foregoing definition is used in
connection with the Company and its Restricted Subsidiaries, references to a
Person and its Subsidiaries in the foregoing definition shall be deemed to
refer to the Company and its Restricted Subsidiaries.

"Default" means any event or condition that is, or after notice or
passage of time or both would be, an "Event of Default."

"Disqualified Capital Stock" means, with respect to any Person,
Capital Stock of such Person that, by its terms or by the terms of any security
into which it is convertible, exercisable or exchangeable, is, or upon the
happening of

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any event or the passage of time would be, required to be redeemed or
repurchased (including at the option of the holder thereof) by such Person or
any of its Subsidiaries, in whole or in part, on or prior to the Stated
Maturity of the Notes; provided that Capital Stock will not be deemed to be
Disqualified Capital Stock if it may only be redeemed or repurchased solely in
consideration of Qualified Capital Stock of the Company.

"Excluded Group" means a "group" (as such term is used in Sections
13(d) and 14(d) of the Exchange Act) that includes one or more Excluded
Persons; provided that the voting power of the Capital Stock of the Company
"beneficially owned" (as such term is used in Rule 13d-3 promulgated under the
Exchange Act) by such Excluded Persons (without attribution to such Excluded
Persons of the ownership by other members of the "group") represents a majority
of the voting power of the Capital Stock "beneficially owned" (as such term is
used in Rule 13d-3 promulgated under the Exchange Act) by such group.

"Excluded Person" means the members of the Williamson family who owned
Capital Stock of the Company on the Issue Date and any wholly owned Affiliate
of any of the foregoing that is wholly owned by one of the foregoing.

"Existing Indebtedness" means Indebtedness of the Company and its
Subsidiaries in existence and outstanding on the Issue Date.

"GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board ("FASB") or in such other statements
by such other entity as approved by a significant segment of the accounting
profession which are in effect in the United States; provided, however, that
for purposes of determining compliance with covenants in the Indenture, "GAAP"
means such generally accepted accounting principles as in effect as of the
Issue Date.

"Holder" means a Person in whose name a Note is registered. The
Holder of a Note will be treated as the owner of such Note for all purposes.

"Horizon Acquisition" means the acquisition of assets made pursuant to
the Asset Acquisition Agreement, dated July 11, 1996, among the Company,
Horizon Cellular Telephone Company of Chautauqua, L.P., Horizon Cellular
Telephone Company of Crawford, L.P., and Horizon Cellular Telephone Company of
Indiana, L.P.

"Indebtedness" of any Person means, without duplication: (a) all
liabilities and obligations, contingent or otherwise, of such Person, (i) in
respect of borrowed money (whether or not the recourse of the lender is to the
whole of the assets of such Person or only to a portion thereof), (ii)
evidenced by bonds, notes, debentures or similar instruments, (iii)
representing the balance deferred and unpaid of the purchase price of any
property or services, except (other than accounts payable or other obligations
to trade creditors which have remained unpaid for greater than 90 days past
their original due date or to financial institutions, which obligations are not
being contested in good faith and for which appropriate reserves have been
established) those incurred in the ordinary course of its business that would
constitute ordinarily a trade payable to trade creditors, (iv) evidenced by
bankers' acceptances or similar instruments issued or accepted by banks, (v)
for the payment of money relating to a Capitalized Lease Obligation, or (vi)
evidenced by a letter of credit or a reimbursement obligation of such Person
with respect to any letter of credit; (b) all obligations of such Person under
Interest Swap and Hedging Obligations; (c) all liabilities of others of the
kind described in the preceding clauses (a) or (b) that such Person has
guaranteed or that is otherwise its legal liability or which are secured by any
assets or property of such Person and all obligations to purchase, redeem or
acquire any Capital Stock; (d) all Disqualified Capital Stock of such Person
and all Preferred Stock of such Person's Subsidiaries; and (e) any and all
deferrals, renewals, extensions, refinancing and refundings (whether direct or
indirect) of, or amendments, modifications or supplements to, any liability of
the kind described in any of the preceding clauses (a), (b), (c), or (d) or
this clause (e), whether or not between or among the same parties; provided
that the outstanding principal amount at any date of any Indebtedness issued
with original issue discount is the face amount of such Indebtedness less the
remaining unamortized portion of the original issue discount of such
Indebtedness at such date.

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"Interest Swap and Hedging Obligations" means any obligations of any
Person pursuant to any interest rate swaps, caps, collars and similar
arrangements providing protection against fluctuations in interest rates. For
purposes of the Indenture, the amount of such obligations shall be the amount
determined in respect thereof as of the end of the then most recently ended
fiscal quarter of such Person, based on the assumption that such obligation had
terminated at the end of such fiscal quarter, and in making such determination,
if any agreement relating to such obligation provides for the netting of
amounts payable by and to such Person thereunder or if any such agreement
provides for the simultaneous payment of amounts by and to such Person, then in
each such case, the amount of such obligations shall be the net amount so
determined, plus any premium due upon default by such Person.

"Investment" by any Person in any other Person means (without
duplication): (a) the acquisition (whether by purchase, merger, consolidation
or otherwise) by such Person (whether for cash, property, services, securities
or otherwise) of capital stock, bonds, notes, debentures, partnership or other
ownership interests or other securities of such other Person or any agreement
to make any such acquisition; (b) the making by such Person of any deposit
with, or advance, loan or other extension of credit to, such other Person
(including the purchase of property from another Person subject to an
understanding or agreement, contingent or otherwise, to resell such property to
such other Person) or any commitment to make any such advance, loan or
extension; (c) the entering into by such Person of any guarantee of, or other
contingent obligation with respect to, Indebtedness or other liability of such
other Person; (d) the making of any capital contribution by such Person to such
other Person; and (e) the designation by the Board of Directors of the Company
of any Person to be an Unrestricted Subsidiary. For purposes of the covenant
described in "--Limitation on Restricted Payments," (i) "Investment" shall
include and be valued at the fair market value of the net assets of any
Restricted Subsidiary at the time that such Restricted Subsidiary is
designated an Unrestricted Subsidiary and shall exclude the fair market value
of the net assets of any Unrestricted Subsidiary at the time that such
Unrestricted Subsidiary is designated a Restricted Subsidiary and (ii) the
amount of any Investment shall be the fair market value of such Investment plus
the fair market value of all additional Investments by the Company or any of
its Restricted Subsidiaries at the time any such Investment is made; provided
that, for purposes of this sentence, the fair market value of net assets in
excess of $ shall be as determined by an independent appraiser of national
reputation.

"Issue Date" means the time and date of the first issuance of the Notes
under the Indenture.

"Legal Holiday" means a Saturday, a Sunday or a day on which banking
institutions in the City of New York or at a place of payment are authorized by
law, regulation or executive order to remain closed. If a payment date is a
Legal Holiday at a place of payment, payment may be made at that place on the
next succeeding day that is not a Legal Holiday, and no interest shall accrue
for the intervening period.

"Lien" means any mortgage, lien, pledge, charge, security interest, or
other encumbrance of any kind, whether or not filed, recorded or otherwise
perfected under applicable law (including any conditional sale or other title
retention agreement and any lease deemed to constitute a security interest and
any option or other agreement to give any security interest).

"Maturity Date" means, when used with respect to any Note, the date
specified on such Note as the fixed date on which the final installment of
principal of such Note is due and payable (in the absence of any acceleration
thereof pursuant to the provisions of the Indenture regarding acceleration of
Indebtedness or any Change of Control Offer or Asset Sale Offer).

"Net Cash Proceeds" means the aggregate amount of cash and Cash
Equivalents received by the Company and its Restricted Subsidiaries in respect
of an Asset Sale (including upon the conversion to cash and Cash Equivalents of
(a) any note or installment receivable at any time, or (b) any other property
as and when any cash and Cash Equivalents are received in respect of any
property received in an Asset Sale but only to the extent such cash and Cash
Equivalents are received within one year after such Asset Sale), less the sum
of (i) all reasonable out-of-pocket fees, commissions and other expenses
incurred in connection with such Asset Sale, including the amount (estimated in
good faith by the Board of Directors of the Company) of income, franchise,
sales and other applicable taxes required to be paid by the Company or any
Restricted Subsidiary of the Company in connection with such Asset Sale and
(ii) the aggregate amount of cash so received which is used to retire any
existing Indebtedness of its Restricted Subsidiaries, as the case may be, which
is

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required to be repaid in connection with such Asset Sale or is secured by a
Lien on the property or assets of the Company or any of its Restricted
Subsidiaries, as the case may be.

"Net Pops" of any Person with respect to any System means the Pops of
the MSA or RSA served by such System multiplied by the direct and/or indirect
percentage interest of such Person in the entity licensed or designated to
receive an authorization by the Federal Communications Commission to construct
or operate a system in that MSA or RSA.

"Net Proceeds" means the aggregate net proceeds (including the fair
market value of non-cash proceeds constituting equipment or other assets of a
type generally used in a Related Business in an amount reasonably determined by
the Board of Directors of the Company for amounts under $ and by a
financial advisor or appraiser of national reputation for equal or greater
amounts) received by a Person from the sale of Qualified Capital Stock (other
than to a Subsidiary of such Person) after payment of out-of-pocket expenses,
commissions and discounts incurred in connection therewith.

"Obligation" means any principal, premium, interest (including
interest accruing subsequent to a bankruptcy or other similar proceeding
whether or not such interest is an allowed claim enforceable against the
Company in a bankruptcy case under Federal bankruptcy law), penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable
pursuant to the terms of the documentation governing any Indebtedness.

"Obligations" means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing any Indebtedness.

"Operating Cash Flow" for any Person for any period means (a) the
Consolidated Net Income of such Person for such period, plus (b) the sum,
without duplication (and only to the extent such amounts are deducted from net
revenues in determining such Consolidated Net Income), of (i) the provisions
for income taxes for such period for such Person and its consolidated
Subsidiaries, (ii) depreciation, amortization and other non-cash charges of
such Person and its consolidated Subsidiaries and (iii) Consolidated Interest
Expense of such Person for such period, determined, in each case, on a
consolidated basis for such Person and its consolidated Subsidiaries in
accordance with GAAP, less (c) the sum, without duplication (and only to the
extent such amounts are included in such Consolidated Net Income) of (i) all
extraordinary gains of such Person and its consolidated Subsidiaries during
such period and (ii) the amount of all cash payments made during such period by
such Person and its Subsidiaries to the extent such payments relate to non-cash
charges that were added back in determining Operating Cash Flow for such period
or for any prior period. When the foregoing definition is used in connection
with the Company and its Restricted Subsidiaries, references to a Person and
its Subsidiaries in the foregoing definition shall be deemed to refer to the
Company and its Restricted Subsidiaries.

"Permitted Acquisition Indebtedness" means, with respect to any
Person, Indebtedness Incurred in connection with the acquisition of property,
businesses or assets which, or Capital Stock of a Person all or substantially
all of whose assets, are of a type generally used in a Related Business;
provided that, in the case of the Company or its Restricted Subsidiaries, as
applicable, (x)(i) the Company's Annualized Operating Cash Flow Ratio, after
giving effect to such acquisition and such Incurrence on a pro forma basis, is
no greater than such ratio prior to giving pro forma effect to such acquisition
and such Incurrence, (ii) the Company's consolidated Indebtedness under the
Bank Credit Facility, divided by the Net Pops of the Company and its Restricted
Subsidiaries, in each case giving pro forma effect to the acquisition and such
Incurrence, does not exceed $60, (iii) the Company's consolidated Indebtedness
divided by the Net Pops of the Company and its Restricted Subsidiaries does not
increase as a result of the acquisition and such Incurrence and (iv) after
giving effect to such acquisition and such Incurrence the acquired property,
businesses or assets or such Capital Stock is owned directly by the Company or
a Wholly Owned Restricted Subsidiary of the Company or (y)(i) under the terms
of such Indebtedness and pursuant to applicable law, no recourse could be had
for the payment of principal, interest or premium with respect to such
Indebtedness or for any claim based thereon against the Company or any Person
that constituted a Restricted Subsidiary immediately prior to the consummation
of such acquisition or any of their property or assets, (ii) the obligor of
such Indebtedness shall have, immediately after giving effect to such
acquisition and such Incurrence on a pro forma basis, a ratio of Annualized
Operating Cash Flow as of the date of the acquisition to the product of
Consolidated Interest Expense for the Reference Period multiplied by four (but
excluding from Consolidated Interest Expense all amounts that are not required
to be paid in cash on a current basis) of at least 1 to 1 and (iii)

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immediately subsequent to the Incurrence of such Indebtedness, the obligor
thereof shall be a Restricted Subsidiary and shall have been designated by the
Company (as evidenced by an Officers' Certificate delivered promptly to the
Trustee) to be a "Non-Recourse Restricted Subsidiary."

"Permitted Investment" means: (i) Investments in Cash Equivalents;
(ii) Investments in the Company or a Restricted Subsidiary (other than a
Non-Recourse Restricted Subsidiary); (iii) Investments in a Person
substantially all of whose assets are of a type generally used in a Related
Business (an "Acquired Person") if, as a result of such Investments, (A) the
Acquired Person immediately thereupon becomes a Restricted Subsidiary (other
than a Non-Recourse Restricted Subsidiary) or (B) the Acquired Person
immediately thereupon either (1) is merged or consolidated with or into the
Company or any of its Restricted Subsidiaries (other than a Non-Recourse
Restricted Subsidiary) or (2) transfers or conveys all or substantially all of
its assets to, or is liquidated into, the Company or any of its Restricted
Subsidiaries (other than a Non-Recourse Restricted Subsidiary); (iv)
Investments in accounts and notes receivable acquired in the ordinary course of
business; (v) any securities received in connection with an Asset Sale (other
than those of a Non-Recourse Restricted Subsidiary) and any investment with the
Net Cash Proceeds from any Asset Sale in Capital Stock of a Person, all or
substantially all of whose assets are of a type used in a Related Business,
that complies with the "Limitation on Asset Sales and Sales of Subsidiary
Stock" covenant; (vi) any Investment pursuant to the terms of the agreements
described in or referred to under the caption "Certain Relationships and
Related Transactions," as such agreements were in effect on the Issue Date;
(vii) advances and prepayments for asset purchases in the ordinary course of
business in a Related Business of the Company or a Restricted Subsidiary; and
(viii) customary loans or advances made in the ordinary course of business to
officers, directors or employees of the Company or any of its Restricted
Subsidiaries for travel, entertainment, and moving and other relocation
expenses.

"Permitted Liens" means: (a) Liens existing on the Issue Date; (b)
Liens imposed by governmental authorities for taxes, assessments or other
charges not yet subject to penalty or which are being contested in good faith
and by appropriate proceedings, if adequate reserves with respect thereto are
maintained on the books of the Company in accordance with GAAP; (c) statutory
liens of carriers, warehousemen, mechanics, materialmen, landlords, repairmen
or other like Liens arising by operation of law in the ordinary course of
business provided that (i) the underlying obligations are not overdue for a
period of more than 30 days, and (ii) such Liens are being contested in good
faith and by appropriate proceedings and adequate reserves with respect thereto
are maintained on the books of the Company in accordance with GAAP; (d) Liens
securing the performance of bids, trade contracts (other than borrowed money),
leases, statutory obligations, surety and appeal bonds, performance bonds and
other obligations of a like nature incurred in the ordinary course of business;
(e) easements, rights-of-way, zoning, similar restrictions and other similar
encumbrances or title defects which, singly or in the aggregate, do not in any
case materially detract from the value of the property, subject thereto (as
such property used by the Company or any of its Restricted Subsidiaries) or
interfere with the ordinary conduct of the business of the Company or any of
its Restricted Subsidiaries; (f) Liens arising by operation of law in
connection with judgments, only to the extent, for an amount and for a period
not resulting in an Event of Default with respect thereto; (g) pledges or
deposits made in the ordinary course of business in connection with worker's
compensation, unemployment insurance and other types of social security
legislation; (h) Liens in favor of the Trustee arising under the Indenture; (i)
Liens securing Permitted Acquisition Indebtedness, which either (A) were not
incurred or issued in anticipation of such acquisition or (B) secure Permitted
Acquisition Indebtedness meeting the requirements set forth in clause (y) of
the definition thereof; (j) Liens securing Indebtedness under the Bank Credit
Facility that was incurred in accordance with the covenant described in
"--Limitation on Incurrence of Additional Indebtedness;" (k) Liens securing
Indebtedness of a Person existing at the time such Person becomes a Restricted
Subsidiary or is merged with or into the Company or a Restricted Subsidiary,
provided that such Liens were in existence prior to the date of such
acquisition, merger or consolidation, were not incurred in anticipation
thereof, and do not extend to any other assets; (l) Liens arising from Purchase
Money Indebtedness permitted under the Indenture; (m) Liens securing
Refinancing Indebtedness Incurred to refinance any Indebtedness that was
previously so secured in a manner no more adverse to the Holders of the Notes
than the terms of the Liens securing such refinanced Indebtedness; and (n)
Liens in favor of the Company or a Wholly Owned Restricted Subsidiary.

"Person" means any corporation, individual, joint stock company, joint
venture, partnership, unincorporated association, governmental regulatory
entity, country, state or political subdivision thereof, trust, municipality or
other entity.

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"Pops" means the estimate of the population of a Metropolitan
Statistical Area ("MSA") or Rural Service Area ("RSA") as derived from the
most recent Rand McNally Commercial Atlas and Marketing Guide or if such
statistics are no longer printed in the Rand McNally Commercial Atlas and
Marketing Guide or the Rand McNally Commercial Atlas and Marketing Guide is no
longer published, such other nationally recognized source of such information.

"Purchase Money Indebtedness" means Indebtedness of the Company or its
Restricted Subsidiaries Incurred in connection with the purchase of property or
assets for the business of the Company or its Restricted Subsidiaries,
provided, that the recourse of the lenders with respect to such Indebtedness is
limited solely to the property or assets so purchased without further recourse
to either the Company or any of its Restricted Subsidiaries.

"Qualified Capital Stock" means any Capital Stock of a Person that is
not Disqualified Capital Stock.

"Reference Period" with regard to any Person means the last full
fiscal quarter of such Person for which financial information (which the
Company shall use its best efforts to compile in a timely manner) in respect
thereof is available ended on or immediately preceding any date upon which any
determination is to be made pursuant to the terms of the Notes or the
Indenture.

"Refinancing Indebtedness" means Indebtedness or Disqualified Capital
Stock (a) issued in exchange for, or the proceeds from the issuance and sale of
which are used substantially concurrently to repay, redeem, defease, refund,
refinance, discharge or otherwise retire for value, in whole or in part, or (b)
constituting an amendment, modification or supplement to, or a deferral or
renewal of ((a) and (b) above are, collectively, a "Refinancing"), any
Indebtedness or Disqualified Capital Stock in a principal amount or, in the
case of Disqualified Capital Stock, liquidation preference (or if such
Indebtedness or Disqualified Capital Stock does not require cash payments prior
to maturity or is otherwise issued at a discount, the original issue price of
such Indebtedness or Disqualified Capital Stock), not to exceed the sum of (x)
the lesser of (i) the principal amount or, in the case of Disqualified Capital
Stock, liquidation preference, of the Indebtedness or Disqualified Capital
Stock so Refinanced and (ii) if such Indebtedness being Refinanced was issued
with an original issue discount, the accreted value thereof (as determined in
accordance with GAAP) at the time of such Refinancing, (y) the amount of any
premium required to be paid in connection with such refinancing pursuant to the
terms of such Indebtedness and (z) all other customary fees and expenses of the
Company or such Restricted Subsidiary reasonably incurred in connection with
such refinancing; provided, that (A) Refinancing Indebtedness issued by any
Restricted Subsidiary of the Company shall only be used to Refinance
outstanding Indebtedness or Disqualified Capital Stock of such Restricted
Subsidiary, (B) Refinancing Indebtedness shall (x) not have a Weighted Average
Life shorter than the Indebtedness or Disqualified Capital Stock to be so
refinanced at the time of such Refinancing and (y) in all respects, be no less
subordinated or junior, if applicable, to the rights of Holders of the Notes
than was the Indebtedness or Disqualified Capital Stock to be refinanced and
(C) such Refinancing Indebtedness shall have no installments or principal (or
redemption payment) scheduled to come due earlier than the scheduled maturity
of any installment of principal (or redemption payment) of the Indebtedness or
Disqualified Capital Stock to be so refinanced which was scheduled to come due
prior to the Stated Maturity of the Notes.

"Related Business" means any business directly related to the
ownership, development, operation, and acquisition of wireless cellular
communications systems.

"Related Person" means, with respect to any Person, (i) any Affiliate
of such Person or any spouse, immediate family member, or other relative who
has the same principal residence of any Affiliate of such Person and (ii) any
trust in which any Person described in clause (i) above, has a beneficial
interest.

"Restricted Payment" means, with respect to any Person, (i) any
dividend or other distribution on shares of Capital Stock of such Person or any
Subsidiary of such Person, (ii) any payment on account of the purchase,
redemption or other acquisition or retirement for value, or any payment in
respect of any amendment (in anticipation of or in connection with any such
retirement, acquisition or defeasance) in whole or in part, of any shares of
Capital Stock of such Person or any Subsidiary of such Person held by Persons
other than such Person or any of its Restricted Subsidiaries, (iii) any
defeasance, redemption, repurchase or other acquisition or retirement for
value, or any payment in respect of any amendment (in anticipation of or in
connection with any such retirement, acquisition or defeasance) in whole or in

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part, of any Indebtedness of the Company by such Person or a Subsidiary of such
Person that is subordinate in right of payment to, or ranks pari passu (other
than the Notes) with, the Notes and (iv) any Investment (other than a Permitted
Investment); provided, however, that the term "Restricted Payment" does not
include (i) any dividend, distribution or other payment on shares of Capital
Stock of the Company or any Restricted Subsidiary solely in shares of Qualified
Capital Stock, (ii) any dividend, distribution or other payment to the Company,
or any dividend to any of its Restricted Subsidiaries, by any of its
Subsidiaries, or (iii) any defeasance, redemption, repurchase or other
acquisition or retirement for value, in whole or in part, of Indebtedness of
such person payable solely in shares of Qualified Capital Stock of such Person.

"Restricted Subsidiary" means (i) Sygnet Communications, Inc. and (ii)
any Subsidiary of the Company which at the time of determination is not an
Unrestricted Subsidiary. The Board of Directors of the Company may designate
any Unrestricted Subsidiary to be a Restricted Subsidiary only if, immediately
before and after giving effect to such designation, there would exist no
Default or Event of Default and the Company could incur at least $1.00 of
Indebtedness pursuant to the Annualized Operating Cash Flow Ratio test of in
the covenant described in "--Limitation of Incurrence of Additional
Indebtedness," on a pro forma basis taking into account such designation.

"Significant Subsidiary" means any Subsidiary that would be a
"significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X,
promulgated pursuant to the Securities Act, as such Regulation is in effect on
the date hereof.

"Stated Maturity" means the date fixed for the payment of any
principal or premium pursuant to the Indenture and the Notes, including the
Maturity Date, upon redemption, acceleration, Asset Sale Offer, Change of
Control Offer or otherwise.

"Subsidiary" with respect to any Person, means (i) a corporation at
least fifty percent of whose Capital Stock with voting power, under ordinary
circumstances, to elect directors is at the time, directly or indirectly, owned
by such Person, by such Person and one or more Subsidiaries of such Person or
by one or more Subsidiaries of such Person, or (ii) a partnership in which such
Person or a Subsidiary of such Person is, at the time, a general partner of
such partnership, or (iii) any Person in which such Person, one or more
Subsidiaries of such Person, or such Person and one or more Subsidiaries of
such Person, directly or indirectly, at the date of determination thereof has
(x) at least a fifty percent ownership interest or (y) the power to elect or
direct the election of the directors or other governing body of such Person.

"Unrestricted Subsidiary" shall mean any Subsidiary of the Company
that, at the time of determination, shall be an Unrestricted Subsidiary (as
designated by the Board of Directors of the Company, as provided below). The
Board of Directors of the Company may designate any Subsidiary of the Company
other than Sygnet Communications, Inc. (including any newly acquired or newly
formed Subsidiary at or prior to the time it is so formed or acquired) to be an
Unrestricted Subsidiary if (a) no Default or Event of Default is existing or
will occur as a consequence thereof, (b) such Subsidiary does not own any
Capital Stock of, or own or hold any Lien on any property or asset of, the
Company or any Restricted Subsidiary that is not a Subsidiary of the Subsidiary
to be so designated, and (c) such Subsidiary and each of its Subsidiaries has
not at the time of designation, and does not thereafter, create, incur, issue,
assume, guarantee, or otherwise become directly or indirectly liable with
respect to any Indebtedness pursuant to which the lender has recourse to any
property or assets of the Company or any of its Restricted Subsidiaries (except
that such Subsidiary and its Subsidiaries may guarantee the Notes); provided
that either (A) the Subsidiary to be so designated has total assets of $1,000
or less or (B) if such Subsidiary has assets greater than $1,000, that such
designation would be permitted under the covenant described in "--Limitation on
Restricted Payments." Each such designation shall be evidenced by filing with
the Trustee a certified copy of the resolution giving effect to such
designation and Officers' Certificate certifying that such designation
complied with the foregoing conditions.

"Voting Stock" means Capital Stock of the Company having generally the
right to vote in the election of a majority of the directors of the Company or
having generally the right to vote with respect to the organizational matters
of the Company.

68
<PAGE> 71
"Weighted Average Life" means, as of the date of determination, with
respect to any debt instrument, the quotient obtained by dividing (i) the sum
of the products of the numbers of years from the date of determination to the
dates of each successive scheduled principal payment of such debt instrument
multiplied by the amount of each such respective principal payment by (ii) the
sum of all such principal payments.

"Wholly Owned" means, with respect to a Subsidiary of the Company, (i)
a Subsidiary that is a corporation, of which not less than 99% of the Capital
Stock (except for directors' qualifying shares or certain minority interests
owned by other Persons solely due to local law requirements that there be more
than one stockholder, but which interest is not in excess of what is required
for such purpose) is owned directly by such Person or through one or more other
Wholly Owned Subsidiaries of such Person, or (ii) any entity other than a
corporation in which such Person, directly or indirectly, owns not less than
99% of the Capital Stock of such entity.

69
<PAGE> 72
DESCRIPTION OF CAPITAL STOCK

The following description of the Company's capital stock does not
purport to be complete and is subject in all respects to applicable Ohio law
and to the provisions of the Company's Amended Articles of Incorporation (the
"Articles of Incorporation") and Code of Regulations, copies of which have been
filed as exhibits to the Registration Statement on Form S-1 of which this
Prospectus is a part (the "Registration Statement").

The authorized capital stock of the Company consists of 60,000,000
shares of Class A Common Stock, $0.01 par value per share, 10,000,000 shares of
Class B Common Stock, $0.01 par value per share and 10,000,000 shares of Voting
Preferred Stock, $0.01 par value per share and 5,000,000 shares of Nonvoting
Preferred Stock, $0.01 par value per share (the "Preferred Stock"). Upon
consummation of the Common Stock Offering (assuming that the Underwriters'
over-allotment options are not exercised), the Company estimates that there
will be outstanding an aggregate of 3,750,000 shares of Class A Common Stock,
5,420,630 shares of Class B Common Stock and no shares of Preferred Stock. In
addition, 500,400 shares of Class A Common Stock will be issuable upon exercise
of outstanding options.

COMMON STOCK

All outstanding shares of Common Stock are, and all shares of Common
Stock to be outstanding upon completion of the Common Stock Offering will be,
validly issued, fully paid and nonassessable.

The rights of holders of Class A and Class B Common Stock are
identical except for voting and conversion rights. Holders of shares of Common
Stock are entitled to receive such dividends as may be declared by the
Company's Board of Directors out of funds legally available for such purpose.
The Board of Directors may not declare any cash dividends on shares of Class B
Common Stock unless it also declares at the same time (and payable on the same
date as the payment date for such dividends on Class B Common Stock) a cash
dividend on shares of Class A Common Stock in an amount per share that is at
least equal to the amount of dividends then being declared per share on the
Class B Common Stock. Each share of Class A Common Stock and each share of
Class B Common Stock shall be equal in respect of rights to dividends and
distributions, when and as declared in the form of stock or other property of
the Company. The Company does not anticipate paying cash dividends in the
foreseeable future. See "Dividend Policy."

With respect to all matters upon which stockholders are entitled to
vote or to which stockholders are entitled to give consent, the holders of the
outstanding shares of Class A Common Stock and the holders of any outstanding
shares of Class B Common Stock shall vote (together with the holders of any
outstanding shares of Preferred Stock entitled to vote with the Class A Common
Stock and the Class B Common Stock) without regard to class and every holder of
Class A Common Stock shall be entitled to one vote for each share of Class A
Common Stock held in his name and every holder of Class B Common Stock shall be
entitled to 10 votes for each share of Class B Common Stock held in his name.

In addition to any other votes as may be required by law, the approval
of the holders of a majority of the Class A Common Stock, voting separately as
a class, will be required to approve (i) the authorization of any new class of
capital stock which is entitled to more than one vote per share, (ii) any
increase in the votes per share of Class B Common Stock or the number of shares
of Class A Common Stock into which the shares of Class B Common Stock are
convertible, or (iii) any proposed amendment to the Articles of Incorporation
that would adversely affect the dividends or other distributions with respect
to shares of Class A Common Stock or the voting rights or other rights of the
Class A Common Stock. Holders of Class A Common Stock will have no cumulative
voting rights and no preemptive, subscription, sinking fund or conversion
rights. Holders of Class B Common Stock will have no cumulative voting rights
and no preemptive, subscription or sinking fund rights.

Each share of Class B Common Stock is convertible at any time, at the
option of its holder, into one share of Class A Common Stock. The Class B
Common Stock will convert automatically into Class A Common Stock and thereby
lose its special voting rights, if such Class B Common Stock is sold or
otherwise transferred to any person or entity other than certain current
Holders of the Class B Common Stock or their descendants or any trusts for
their benefit. The Company has applied to include the Class A Common Stock on
the Nasdaq National Market under the trading symbol _____.

70
<PAGE> 73
PREFERRED STOCK

The Articles of Incorporation authorize 10,000,000 shares of Voting
Preferred Stock (with each share conferring one vote upon the holder thereof)
and 5,000,000 shares of Nonvoting Preferred Stock and empowers the board of
directors to issue, from time to time without further stockholder action, one
or more series of Preferred Stock and to fix certain designated rights and
preferences of the shares, including dividend rights, liquidation preferences,
redemption rights and conversion privileges. The issuance of Preferred Stock
may have the effect of delaying, deferring or preventing a change in control of
the Company without further action by the stockholders. Preferred Stock issued
with voting, conversion or redemption rights may adversely affect the voting
power of the holders of Common Stock and could discourage any attempt to obtain
control of the Company. As of the date of this Prospectus, the board of
directors has not authorized any series of Preferred Stock, and there are
presently no agreements or understandings for the issuance of any shares of
Preferred Stock.

71
<PAGE> 74
UNDERWRITING

Subject to the terms and conditions of the Underwriting Agreement, the
underwriters named below (the "Underwriters") have agreed, severally, to
purchase from the Company and the Company has agreed to sell to the
Underwriters, all of the Notes offered hereby. The respective principal
amounts of the Notes that each Underwriter has agreed to purchase is set forth
opposite its name below:

<TABLE>
<CAPTION>
UNDERWRITER PRINCIPAL AMOUNT OF NOTES
<S> <C>
Donaldson, Lufkin & Jenrette Securities Corporation . . . . $
Lehman Brothers Inc. . . . . . . . . . . . . . . . . . . . .
------------
Toronto Dominion Securities (USA) Inc. . . . . . . . . . . .
------------

Total . . . . . . . . . . . . . . . . . . . . . . . . $110,000,000
============
</TABLE>

The Underwriting Agreement provides that the obligations of the
several Underwriters thereunder are subject to certain conditions precedent.
The Underwriting Agreement also provides that the Company will indemnify the
Underwriters and their controlling persons against certain liabilities and
expenses, including liabilities under the Securities Act. The nature of the
Underwriters' obligations under the Underwriting Agreement is such that they
are required to purchase all of the Notes if the Underwriters purchase any of
the Notes.

The Underwriters propose to offer the Notes directly to the public at
the respective public offering prices set forth on the cover page of this
Prospectus and to certain dealers at such prices less a concession not in
excess of % of the principal amount of the Notes. The Underwriters may
allow and such dealers may reallow, a concession not in excess of % of the
principal amount of the Notes. After the initial public offering of the Notes,
the offering prices and other selling terms may be changed by the Underwriters.
The Underwriters do not intend to confirm sales to any accounts over which they
exercise discretionary authority.

The Notes will not be listed on a national securities exchange or
admitted to trading in the National Association of Securities Dealers Automated
Quotation system. The Underwriters have advised the Company that they
currently intend to make a market in the Notes, but are not obligated to do so
and may discontinue any such market making at any time without notice.
Accordingly, there can be no assurance that an active trading market will
develop for, or as to the liquidity of, the Notes.

Toronto Dominion Securities (USA), Inc. is an affiliate of Toronto
Dominion Capital and Toronto Dominion Bank. The Toronto Dominion Bank is a
lender under the proposed Bank Credit Facility. The lenders under the Bank
Credit Facility will receive customary fees and other compensation.

CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

The following summary describes certain United States federal income
tax consequences of the ownership of Notes as of the date hereof. Except where
noted, it deals only with Notes held as capital assets by United States Holders
and does not deal with special situations, such as those of dealers in
securities or currencies, financial institutions, life insurance companies,
persons holding Notes as part of a hedging or conversion transaction or a
straddle or United States Holders whose "functional currency" is not the U.S.
dollar. Furthermore, the discussion below is based on the provisions of the
Internal Revenue Code of 1986, as amended, and regulations, rulings and
judicial decisions thereunder as of the date hereof and such authorities may be
repealed, revoked, or modified so as to result in federal income tax
consequences different from those discussed below. The discussion below is
also based on there not being original issue discount with respect to the
original issuance of the Notes. PERSONS CONSIDERING THE PURCHASE, OWNERSHIP OR
DISPOSITION OF NOTES SHOULD CONSULT THEIR OWN TAX ADVISORS CONCERNING THE
FEDERAL INCOME TAX CONSEQUENCES IN LIGHT OF THEIR PARTICULAR SITUATIONS AS WELL
ANY CONSEQUENCES ARISING UNDER THE LAWS OF ANY OTHER TAXING JURISDICTION.

72
<PAGE> 75
PAYMENTS OF INTEREST

Interest on a Note will generally be taxable to a United States Holder
as ordinary income from domestic sources at the time it is paid or accrued in
accordance with the United States Holder's method of accounting for tax
purposes. As used herein, a "United States Holder" of a Note means a holder
that is a citizen or resident of the United States, a corporation, partnership
or other entity created or organized in or under the laws of the United States
or any political subdivision thereof, or an estate or trust the income of which
is subject to United States federal income taxation regardless of its source.

MARKET DISCOUNT

If a United States Holder purchases a Note for an amount that is less
than its principal amount (generally other than at its original issue), the
amount of the difference will be treated as "market discount" for federal
income tax purposes, unless such difference is less than a specified de minimis
amount. Under the market discount rules, a United States Holder will be
required to treat any principal payment on, or any gain on the sale, exchange,
retirement or other disposition of, a Note as ordinary income to the extent of
the market discount which has not previously been included in income and is
treated as having accrued on such Note at the time of such payment or
disposition. In addition, the United States Holder may be required to defer,
until the maturity of the Note or its earlier disposition in a taxable
transaction incurred or continued to purchase or carry such Note.

Any market discount will be considered to accrue ratably during the
period from the date of acquisition to the maturity date of the Note, unless
the United States Holder elects to accrue the market discount on a constant
interest method. A United States Holder of a Note may elect to include market
discount in income currently as it accrues (on either a ratable or constant
interest method) in which case the rule described above regarding deferral of
interest deductions will not apply. This election to include market discount
in income currently, once made, applies to all market discount obligations
acquired on or after the first taxable year to which the election applies and
may not be revoked without the consent of the Internal Revenue Service.

SALE, EXCHANGE AND RETIREMENT OF NOTES

A United States Holder's tax basis in a Note will, in general, be the
United States Holder's cost thereof, increased by market discount previously
included in income by the United States Holder and reduced by any amortized
premium and any cash payments on the Note other than qualified stated interest.
Upon the sale, exchange or retirement of a Note, a United States Holder will
recognize gain or loss equal to the difference between the amount realized upon
the sale, exchange or retirement (less any accrued qualified stated interest,
which will be taxable as such) and the adjusted tax basis of the Note. Except
with respect to market discount, such gain or loss will be capital gain or loss
and will be long-term capital gain or loss if at the time of the sale, exchange
or retirement the Note has been held for more than one year. Under current
law, net capital gains of individuals are, under certain circumstances, taxed
at lower rates than items of ordinary income. The deductibility of capital
losses is subject to limitations.

BACKUP WITHHOLDING AND INFORMATION REPORTING

In general, information reporting requirements will apply to certain
payments of principal, interest and premium paid on Notes and to the proceeds
of sale of a Note made to United States Holders other than certain exempt
recipients (such as corporations). A 31% backup withholding tax will apply to
such payments if the United States Holder fails to provide a taxpayer
identification number or certification of foreign or other exempt status or
fails to report in full dividend and interest income.

LEGAL MATTERS

The validity of the Notes will be passed upon for the Company by Bryan
Cave, LLP, Washington D.C. Certain legal matters related to the Offerings will
be passed upon for the Underwriters by Latham & Watkins, Los Angeles,
California.

73
<PAGE> 76
EXPERTS

The combined financial statements of SYGNET Communications, Inc. and
Wilcom Corporation as of December 31, 1994 and 1995, and for each of the three
years in the period ended December 31, 1995, appearing in this Prospectus and
Registration Statement have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report thereon appearing elsewhere herein, and
are included in reliance upon such report given upon the authority of such firm
as experts in accounting and auditing.

The combined financial statements of Selected Systems of Horizon
Cellular Telephone Company, L.P., representing certain majority-owned
subsidiaries of Horizon Cellular Telephone Company, L.P., as of December 31,
1994 and 1995, and for each of the three years in the period ended December 31,
1995, appearing in this Prospectus and Registration Statement have been audited
by Ernst & Young LLP, independent auditors, as set forth in their report
thereon appearing elsewhere herein, and are included in reliance upon such
report given upon the authority of such firm as experts in accounting and
auditing.

The statements of operations and changes in partners' capital and cash
flows of Erie Cellular Telephone Company for the period from January 1, 1995
through September 29, 1995, appearing in this Prospectus and Registration
Statement have been audited by Coopers & Lybrand L.L.P., independent
accountants, as set forth in their report thereon appearing elsewhere herein,
and are included in reliance upon such report given upon the authority of such
firm as experts in accounting and auditing.

The financial statements of Erie Cellular Telephone Company as of
December 31, 1994 and 1993 and for the years then ended, appearing in this
Prospectus and Registration Statement have been audited by Arthur Andersen LLP,
independent public accountants, as set forth in their report thereon appearing
elsewhere herein, and are included in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.

The statements of operations, partners' capital (deficiency) and cash
flows of DICOMM Cellular Limited Partnership for the year ended December 31,
1993, appearing in this Prospectus and Registration Statement have been audited
by Ernst & Young LLP, independent auditors, as set forth in their report
thereon appearing elsewhere herein, and are included in reliance upon such
report given upon the authority of such firm as experts in accounting and
auditing.

ADDITIONAL INFORMATION

The Company has filed with the Commission a Registration Statement on
Form S-1 (the "Registration Statement") under the Securities Act with respect
to the Notes offered hereby. This Prospectus, which constitutes a part of the
Registration Statement, does not contain all of the information set forth in
the Registration Statement, certain items of which are contained in schedules
and exhibits to the Registration Statement as permitted by the rules and
regulations of the Commission. Any statements contained herein concerning the
provisions of any document filed as an Exhibit to the Registration Statement or
otherwise filed with the Commission are not necessarily complete and, in each
instance, reference is made to the copy of such document so filed. Each such
statement is qualified in its entirety by such reference.

CERTAIN TERMS

74
<PAGE> 77
the Company owns 100% of the interest in each of its MSAs and RSAs, at this
point in time, Net Pops equal Pops. The term "non-wireline" license refers to
the license for any market that was initially awarded to a company, individual
or group, not affiliated with any landline carrier providing service in the
market. The term "wireline" license refers to the license for any market that
was initially awarded to a company, individual or group, affiliated with a
landline carrier providing service in the market. There is, however, no
technical distinction between a wireline and a non-wireline license. The term
"system" means an FCC-licensed cellular telephone system. The term "CTIA"
means the Cellular Telecommunications Industry Association. The term "NACN"
means the North American Cellular Network.

75
<PAGE> 78
INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
SYGNET COMMUNICATIONS, INC. PAGE #
------
<S> <C>
WILCOM CORPORATION
Report of Independent Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-3
Combined Balance Sheets as of December 31, 1994 and 1995 and June 30, 1996 . . . . . . . . F-4
Combined Statements of Income for the years ended December 31, 1993, 1994 and
1995 and for the six months ended June 30, 1995 and 1996 . . . . . . . . . . . . . . . . F-6
Combined Statements of Shareholders' Equity for the years ended December 31,
1993, 1994 and 1995 and the six months ended June 30, 1996 . . . . . . . . . . . . . . . F-7
Combined Statements of Cash Flows for the years ended December 31, 1993, 1994,
and 1995 and for the six months ended June 30, 1995 and 1996 . . . . . . . . . . . . . . F-8
Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-9
SELECTED SYSTEMS OF HORIZON CELLULAR TELEPHONE COMPANY, L.P.
Report of Independent Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-22
Combined Balance Sheets as of December 31, 1994 and 1995 . . . . . . . . . . . . . . . . . F-23
Combined Statements of Operations for the years ended
December 31, 1993, 1994 and 1995 . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-24
Combined Statements of Partners' Equity for the years ended
December 31, 1993, 1994 and 1995 . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-25
Combined Statements of Cash Flows for the years ended
December 31, 1993, 1994 and 1995 . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-26
Notes to Combined Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . F-27
Combined Balance Sheets as of June 30, 1996 . . . . . . . . . . . . . . . . . . . . . . . . F-36
Combined Statements of Operations for the six months ended
June 30, 1995 and 1996 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-37
Combined Statements of Cash Flows for the six months ended
June 30, 1995 and 1996 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-38
Notes to the Combined Financial Statements for the Six Months Ended June 30, 1996 . . . . . F-39
ERIE CELLULAR TELEPHONE COMPANY
Report of Independent Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-43
Statement of Operations and Changes in Partners' Capital
for the period January 1, 1995 to September 39, 1995 . . . . . . . . . . . . . . . . . . F-44
Statement of Cash Flows for the period January 1, 1995 to September 29, 1995 . . . . . . . F-45
Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-46
ERIE CELLULAR TELEPHONE COMPANY
Report of Independent Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-50
Balance Sheets as of December 31, 1993 and 1994 . . . . . . . . . . . . . . . . . . . . . . F-51
Statements of Operations and Changes in Partners' Capital
for the years ended December 31, 1993 and 1994 . . . . . . . . . . . . . . . . . . . . . F-52
Statements of Cash Flows for the years ended December 31, 1993 and 1994 . . . . . . . . . F-53
Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-54
</TABLE>

F-1
<PAGE> 79

INDEX TO FINANCIAL STATEMENTS (CONTINUED)

<TABLE>
<S> <C>
DICOMM CELLULAR LIMITED PARTNERSHIP
Report of Independent Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-59
Statement of Operations for the year ended December 31, 1993 . . . . . . . . . . . . . . . . . . . . F-60
Statement of Partners' Capital (Deficiency) for the year ended December 31, 1993 . . . . . . . . . . F-61
Statement of Cash Flows for the year ended December 31, 1993 . . . . . . . . . . . . . . . . . . . . F-62
Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-63
</TABLE>

F-2
<PAGE> 80

Report of Independent Auditors

The Board of Directors
SYGNET Communications, Inc.
Wilcom Corporation

We have audited the accompanying combined balance sheets of SYGNET
Communications, Inc. and Wilcom Corporation as of December 31, 1994 and 1995,
and the related combined statements of income, shareholders' equity, and cash
flows for each of the three years in the period ended December 31, 1995.
These financial statements are the responsibility of the Companies'
management. Our responsibility is to express an opinion on these financial
statements 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 combined financial statements referred to above present
fairly, in all material respects, the combined financial position of SYGNET
Communications, Inc. and Wilcom Corporation at December 31, 1994 and 1995 and
the combined results of their operations and their cash flows for each of the
three years in the period ended December 31, 1995 in conformity with generally
accepted accounting principles.

ERNST & YOUNG LLP

Cleveland, Ohio
August 8, 1996, except as to Note 12, as to
which the date is _____________, 1996

The foregoing report is in the form that will be signed upon the completion of
the corporate restructuring described in Note 12 to the financial statements.

/s/ ERNST & YOUNG LLP

Cleveland, Ohio
August 8, 1996

F-3
<PAGE> 81
SYGNET Communications, Inc.
and Wilcom Corporation
Combined Balance Sheets

<TABLE>
<CAPTION>
PRO FORMA
DECEMBER 31 JUNE 30 JUNE 30
1994 1995 1996 1996
---------------------------------------------------------------------
ASSETS (Unaudited) (Unaudited)
(Note 12)
<S> <C> <C> <C> <C>
Current assets:
Cash and cash equivalents $ 436,790 $ 448,292 $ 1,661,363
Accounts receivable, less allowance for
doubtful accounts of $163,400 at
December 31, 1994, $402,800 at December 31,
1995, and $389,100 at June 30, 1996 2,076,231 5,654,208 4,755,063
Inventory 727,920 1,096,961 737,905
Prepaid expenses and deferred income taxes 271,673 263,722 235,732 549,732
---------------------------------------------------------------------
Total current assets 3,512,614 7,463,183 7,390,063

Other assets:
Intangible assets - net 9,690,422 49,456,397 48,823,747
Deferred financing costs - net 130,737 1,649,997 1,536,842
---------------------------------------------------------------------
Total other assets 9,821,159 51,106,394 50,360,589

Property and equipment - net 14,084,371 21,048,896 22,429,951

---------------------------------------------------------------------
Total assets $27,418,144 $79,618,473 $80,180,603
=====================================================================
</TABLE>

F-4
<PAGE> 82
<TABLE>
<CAPTION>
PRO FORMA
DECEMBER 31 JUNE 30 JUNE 30
1994 1995 1996 1996
----------------------------------------------------------------
LIABILITIES AND SHAREHOLDERS' EQUITY (Unaudited) (Unaudited)
(Note 12)
<S> <C> <C> <C> <C>
Current liabilities:
Accounts payable $ 1,618,507 $ 998,368 $ 912,948
Amount payable - Erie acquisition - 1,920,190 -
Deferred revenue 449,045 742,811 821,695
Utility property tax payable 409,000 135,000 189,797
Accrued expenses and other liabilities 921,132 1,786,965 1,981,834
Dividends payable 445,461 - -
----------------------------------------------------------------
Total current liabilities 3,843,145 5,583,334 3,906,274

Long-term liabilities:
Deferred liability - utility property tax 542,450 248,876 289,212
Deferred income taxes - - - 557,000
Long-term debt 18,263,812 69,500,000 70,500,000
----------------------------------------------------------------
Total long-term liabilities 18,806,262 69,748,876 70,789,212

Shareholders' equity:
Wilcom Corporation:
Common shares, no par, Type A, voting, stated
value $25; 1,000 shares authorized, 500 shares
issued and outstanding 12,500 12,500 12,500 -
Common shares, no par, Type B, non-voting,
stated value $25; 5,000 shares authorized, 2,500
shares issued and outstanding 62,500 62,500 62,500 -
SYGNET Communications, Inc.:
Common shares, no par, Type A, voting, stated
value $1; 250,000 shares authorized, 209,362
shares issued and outstanding 209,362 209,362 209,362 -
Common shares, no par, Type B, non-voting,
stated value $1; 1,250,000 shares authorized,
1,046,801 shares issued and outstanding 1,046,801 1,046,801 1,046,801 -
Sygnet Wireless, Inc.:
Common shares, $.01 par, Class B, voting;
10,000,000 shares authorized, 6,170,630 pro
forma shares issued and outstanding 61,706
Additional paid-in capital 4,170,368 4,170,368 4,170,368 5,538,533
Retained earnings (deficit) (482,842) 753,675 1,952,529 (108,170)
Note receivable from officer/shareholder (249,952) (249,952) (249,952) (249,952)
Treasury stock, at cost - (1,718,991) (1,718,991) -
----------------------------------------------------------------
Total shareholders' equity 4,768,737 4,286,263 5,485,117 5,242,117
----------------------------------------------------------------
Total liabilities and shareholders' equity $27,418,144 $79,618,473 $80,180,603
================================================================
</TABLE>

See accompanying notes.

F-5
<PAGE> 83
SYGNET Communications, Inc.
and Wilcom Corporation

Combined Statements of Income

<TABLE>
<CAPTION>
FOR THE SIX MONTHS ENDED
YEAR ENDED DECEMBER 31 JUNE 30
1993 1994 1995 1995 1996
--------------------------------------------------------------------------
(Unaudited)
<S> <C> <C> <C> <C> <C>
REVENUE
Subscriber revenue $ 8,946,048 $11,378,204 $17,433,918 $ 7,370,302 $13,055,031
Roamer revenue 3,107,035 4,144,532 4,175,809 1,904,409 2,759,586
Equipment sales 1,098,271 1,172,126 1,529,284 744,081 742,779
Other revenue 1,391,205 1,419,501 1,680,544 839,632 756,088
--------------------------------------------------------------------------
Total revenue 14,542,559 18,114,363 24,819,555 10,858,424 17,313,484

Costs and expenses
Cost of services 2,514,411 3,452,103 3,365,954 1,504,883 2,330,531
Cost of equipment sales 930,430 1,623,996 4,163,890 1,675,674 2,003,169
General and administrative 4,044,492 4,112,274 4,572,004 2,196,034 3,199,824
Selling and marketing 2,601,893 2,976,036 4,317,002 1,769,106 2,856,323
Depreciation and amortization 1,951,209 2,638,577 3,486,554 1,387,061 2,482,516
--------------------------------------------------------------------------
Total costs and expenses 12,042,435 14,802,986 19,905,404 8,532,758 12,872,363
--------------------------------------------------------------------------

Income from operations 2,500,124 3,311,377 4,914,151 2,325,666 4,441,121

Other
Interest expense, net 652,174 964,046 2,612,699 829,469 2,632,728
Other expense 188,070 552,762 286,016 86,749 228,916
--------------------------------------------------------------------------
Income before income taxes 1,659,880 1,794,569 2,015,436 1,409,448 1,579,477
Income tax (benefit) expense - (40,700) 65,400 24,115 119,000
--------------------------------------------------------------------------

Income before minority partner interest 1,659,880 1,835,269 1,950,036 1,385,333 1,460,477
Minority interest 136,836 113,545 - - -
--------------------------------------------------------------------------

Net income $ 1,523,044 $ 1,721,724 $ 1,950,036 $ 1,385,333 $1,460,477
==========================================================================

Unaudited pro forma information (Note 12):
Historical income before income taxes $ 2,015,000 $ 1,579,000
Pro forma income taxes 968,000 758,000
----------- -----------
Pro forma net income $ 1,047,000 $ 821,000
=========== ===========
Pro forma net income per share $ .17 $ .13
=========== ===========

Weighted average shares outstanding 6,170,630 6,170,630
=========== ===========

</TABLE>

See accompanying notes.

F-6
<PAGE> 84
SYGNET Communications, Inc.
and Wilcom Corporation

Combined Statements of Shareholders' Equity

<TABLE>
<CAPTION>
Wilcom Corporation Common Stock SYGNET Communications, Inc. Common Stock
----------------------------------- -----------------------------------------

Type A Type B Type A Type B
Shares Amount Shares Amount Shares Amount Shares Amount
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at January 1, 1993 500 $12,500 2,500 $62,500 209,362 $209,362 1,046,801 $1,046,801
Net income
Dividends declared

--- ------- ----- ------- ------- -------- --------- ----------
Balance at December 31, 1993 500 12,500 2,500 62,500 209,362 209,362 1,046,801 1,046,801
Net income
Dividends declared
Officer/shareholder stock
purchase

--- ------- ----- ------- ------- -------- --------- ----------
Balance at December 31, 1994 500 12,500 2,500 62,500 209,362 209,362 1,046,801 1,046,801
Net income
Dividends declared
Type A common stock
repurchased
Type B common stock
repurchased

--- ------- ----- ------- ------- -------- --------- ----------
Balance at December 31, 1995 500 12,500 2,500 62,500 209,362 209,362 1,046,801 1,046,801
Net income (unaudited)
Dividends declared(unaudited)

--- ------- ----- ------- ------- -------- --------- ----------
Balance at June 30, 1996 (unaudited) 500 $12,500 2,500 $62,500 209,362 $209,362 1,046,801 $1,046,801
=== ======= ===== ======= ======= ======== ========= ==========
</TABLE>

Note
Additional Retained Receivable
Paid-In Earnings from Officer/ Treasury Stock
Capital (Deficit) Shareholder Shares Amount
-----------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Balance at January 1, 1993 $4,170,368 $(602,990)
Net income 1,523,044
Dividends declared (996,305)

---------- ----------
Balance at December 31, 1993 4,170,368 (76,251)
Net income 1,721,724
Dividends declared (2,128,315)
Officer/shareholder stock $(249,952)
purchase

---------- ---------- ---------
Balance at December 31, 1994 4,170,368 (482,842) (249,952)
Net income 1,950,036
Dividends declared (713,519)
Type A common stock 8,024 $(312,936)
repurchased
Type B common stock 40,173 (1,406,055)
repurchased

---------- ---------- --------- ------ -----------
Balance at December 31, 1995 4,170,368 753,675 (249,952) 48,197 (1,718,991)
Net income (unaudited) 1,460,477
Dividends declared(unaudited) (261,623)

---------- ---------- --------- ------ -----------
Balance at June 30, 1996 (unaudited) $4,170,368 $1,952,529 $(249,952) 48,197 $(1,718,991)
========== ========== ========= ====== ===========
</TABLE>

See accompanying notes.

F-7
<PAGE> 85
SYGNET Communications, Inc.
and Wilcom Corporation

Combined Statements of Cash Flows

<TABLE>
<CAPTION>
FOR THE SIX MONTHS ENDED
YEAR ENDED DECEMBER 31 JUNE 30
1993 1994 1995 1995 1996
-------------------------------------------------------------------------------
(Unaudited)
<S> <C> <C> <C> <C> <C>
OPERATING ACTIVITIES
Net income $ 1,523,044 $ 1,721,724 $ 1,950,036 $ 1,385,333 $ 1,460,477
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation 1,762,831 2,365,848 2,765,816 1,234,402 1,732,635
Amortization 188,378 272,729 720,738 152,659 749,881
Loss on disposal of equipment 37,870 461,333 161,222 23,270 153,151
Minority interest 136,836 113,545
Changes in operating assets and liabilities:
Accounts receivable (404,067) (320,520) (2,838,833) (342,357) 899,145
Inventory (31,002) (382,335) (184,951) 168,389 359,056
Prepaid and deferred expenses 34,744 (97,296) 7,951 (9,650) 27,990
Accounts payable and accrued expenses
604,188 1,161,191 (136,992) (744,463) 279,390
-------------------------------------------------------------------------------
Net cash provided by operating activities 3,852,822 5,296,219 2,444,987 1,867,583 5,661,725

INVESTING ACTIVITIES
Acquisitions of Sharon and Erie (Note 3) - (4,500,000) (40,533,104) - (1,920,190)
Issuance of note receivable - (249,952) - - -
Purchases of property and equipment (3,630,390) (5,793,053) (9,056,098) (3,621,030) (3,266,841)
Proceeds from sale of equipment 102,181 8,701 513,730 - -
-------------------------------------------------------------------------------
Net cash used in investing activities (3,528,209) (10,534,304) (49,075,472) (3,621,030) (5,187,031)

FINANCING ACTIVITIES
Dividends paid (1,120,044) (1,856,089) (1,158,980) (980,600) (261,623)
Proceeds from long-term debt - 9,733,812 51,986,188 4,900,000 2,000,000
Principal payments on long-term debt (816,500) (3,534,000) (750,000) (750,000) (1,000,000)
Increase in financing costs (15,778) (127,546) (1,716,230) (45,522) -
Purchase of treasury stock - - (1,718,991) (1,718,991) -
-------------------------------------------------------------------------------
Net cash (used in) provided by financing activities (1,952,322) 4,216,177 46,641,987 1,404,887 738,377

(Decrease) increase in cash and cash equivalents (1,627,709) (1,021,908) 11,502 (348,560) 1,213,071

Cash and cash equivalents at beginning of period 3,086,407 1,458,698 436,790 436,790 448,292
-------------------------------------------------------------------------------

Cash and cash equivalents at end of period $ 1,458,698 $ 436,790 $ 448,292 $ 88,230 $ 1,661,363
===============================================================================
</TABLE>

See accompanying notes.

F-8
<PAGE> 86

SYGNET Communications, Inc.
and Wilcom Corporation

Notes to Combined Financial Statements

For the years ended December 31, 1993, 1994 and 1995 and the
unaudited periods ended June 30, 1995 and 1996

1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

The combined financial statements include the accounts of SYGNET
Communications, Inc. and its subsidiaries (SYGNET) combined with Wilcom
Corporation and its affiliates (Wilcom) (collectively, the Company). The
Company owns and operates cellular telephone systems in metropolitan
statistical areas (MSA) and rural statistical areas (RSA) located in
northeastern Ohio and western Pennsylvania representing a population of
approximately one million, under three partnerships, Wilcom Cellular,
Youngstown Cellular Telephone Company and Erie Cellular Telephone Company
(Erie). All significant intercompany balances and transactions have been
eliminated in the combined financial statements.

2. SIGNIFICANT ACCOUNTING POLICIES

CASH EQUIVALENTS

The Company considers all liquid investments with a maturity of three months or
less when purchased to be cash equivalents.

INVENTORY

Inventory consisting of merchandise purchased for resale is stated at the lower
of cost or market determined by the first-in, first-out (FIFO) method.

PROPERTY AND EQUIPMENT

Property and equipment are recorded at cost and are depreciated over their
estimated useful lives calculated under the straight-line or double-declining
balance methods.

INTANGIBLE ASSETS

The FCC issues licenses that enable cellular carriers to provide cellular
service in specific geographic areas. The FCC grants licenses for a term of up
to 10 years, and generally grants renewals if the licensee has complied with
its obligations under the Communications Act of 1934. In 1993, the FCC adopted
specific standards to apply to cellular renewals, concluding it will award a
renewal to a cellular licensee that meets certain standards of past
performance. Historically, the FCC has granted license renewals routinely.
The Company believes that it has, and will continue to meet all requirements
necessary to secure renewal of its cellular licenses.

F-9
<PAGE> 87

SYGNET Communications, Inc.
and Wilcom Corporation

Notes to Combined Financial Statements (continued)

For the years ended December 31, 1993, 1994 and 1995 and the
unaudited periods ended June 30, 1995 and 1996

2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

INTANGIBLE ASSETS (CONTINUED)

The Company has acquired cellular licenses through its acquisition of interests
in various cellular systems. The cost of licenses acquired was $4,194,100 and
$40,282,490 in 1994 and 1995, respectively. The Company uses a 40 year useful
life to amortize its licenses under the straight-line method. Purchased paging
customer lists are being amortized over 5 years under the straight-line method.
The components of intangible assets at December 31 are summarized below:

<TABLE>
<CAPTION>
1994 1995
--------------- ----------------
<S> <C> <C>
Cellular licenses $10,256,527 $50,546,270
Paging license and customer lists 119,792 119,792
--------------- ----------------
10,376,319 50,666,062
Accumulated amortization (685,897) (1,209,665)
--------------- ----------------
$ 9,690,422 $49,456,397
=============== ================
</TABLE>

Amortization expense was $174,355, $211,921 and $523,768 in 1993, 1994 and
1995, respectively.

The ongoing value and remaining useful life of intangible assets are subject to
periodic evaluation and the Company currently expects the carrying amounts to
be fully recoverable. When events and circumstances indicate that intangible
assets might be impaired, an undiscounted cash flow methodology would be used
to determine whether an impairment loss would be recognized.

REVENUE RECOGNITION

The Company earns revenue primarily by providing cellular services to its
customers (Subscriber Revenue) and from the usage of its system by the
customers of other cellular carriers (Roamer Revenue). Access revenue for
Subscriber Revenue is billed one month in advance. Revenue is recognized as
service is rendered. Subscriber acquisition costs (primarily commissions and
loss on equipment sales) are expensed when incurred.

F-10

<PAGE> 88

SYGNET Communications, Inc.
and Wilcom Corporation

Notes to Combined Financial Statements (continued)

For the years ended December 31, 1993, 1994 and 1995 and the
unaudited periods ended June 30, 1995 and 1996

2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

DEFERRED FINANCING COSTS

Deferred financing costs are being amortized over the term of the notes.
Accumulated amortization was $12,987 and $58,834 at December 31, 1994 and 1995,
respectively. Amortization expense was $14,023, $60,808 and $196,970 in 1993,
1994 and 1995, respectively.

ADVERTISING COSTS

Advertising costs are recorded as expense when incurred. Advertising expense
was $569,692, $625,255 and $933,498 in 1993, 1994 and 1995, respectively.

STOCK COMPENSATION

The Company accounts for its stock-based employee compensation arrangements
based on the intrinsic value of the equity instruments granted, as set forth in
APB Opinion No. 25 Accounting For Stock Issued to Employees.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the amounts reported in the financial statements. Actual results
may differ from those estimates.

SIGNIFICANT CONCENTRATIONS

In connection with providing cellular services to customers of other cellular
carriers, the Company has contractual agreements with those carriers which
provide for agreed upon billing rates between the parties. Approximately 75%,
74% and 62% of the Company's Roamer Revenue was earned from two cellular
carriers in 1993, 1994 and 1995, respectively. In addition, approximately 30%
of Roamer Revenue in the markets to be acquired (see Note 11) is earned from a
single cellular carrier.

F-11
<PAGE> 89

SYGNET Communications, Inc.
and Wilcom Corporation

Notes to Combined Financial Statements (continued)

For the years ended December 31, 1993, 1994 and 1995 and the
unaudited periods ended June 30, 1995 and 1996

2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

FINANCIAL INSTRUMENTS

Derivative financial instruments are used by the Company in the management of
interest rate exposure and are accounted for on an accrual basis. Income and
expense are recorded in the same category as that arising from the related
liability being hedged (i.e., adjustments to interest expense).

The Company uses variable interest rate credit facilities to finance
acquisitions and operations of the Company. The Company may reduce its
exposure to fluctuations in interest rates by creating offsetting positions
through the use of derivative financial instruments. The Company does not use
derivative financial instruments for trading or speculative purposes, nor is
the Company a party to leveraged derivatives. The notional amount of interest
rate swaps is the underlying principal amount used in determining the interest
payments exchanged over the life of the swap. The notional amount is not a
measure of the Company's exposure through its use of derivatives. Premiums
paid for interest rate cap agreements are being amortized as adjustments to
interest expense over the term of the agreements.

The Company may be exposed to credit loss in the event of nonperformance by the
counterparty to its interest rate swap agreements and interest rate cap
agreements. The Company anticipates the counterparty will be able to fully
satisfy its obligations under the agreements as the counterparty is the primary
lender under the financing agreement which the interest rate swap and cap
agreements hedge.

FAIR VALUE OF FINANCIAL INSTRUMENTS

At December 31, 1994 and 1995, the carrying value of cash equivalents, accounts
receivable, the interest rate swap and cap and long-term debt approximated the
fair value.

F-12
<PAGE> 90

SYGNET Communications, Inc.
and Wilcom Corporation

Notes to Combined Financial Statements (continued)

For the years ended December 31, 1993, 1994 and 1995 and the
unaudited periods ended June 30, 1995 and 1996

2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In March of 1995, SFAS No. 121, Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed Of, was issued. SFAS No. 121
requires impairment losses to be recorded on long-lived assets used in
operations when indicators of impairment are present and the undiscounted cash
flows estimated to be generated by those assets are less than the assets'
carrying amount. The Company adopted SFAS No. 121 effective January 1, 1996.
The impact resulting from the adoption of SFAS No. 121 did not have a material
effect on the Company's combined financial position or results of operations.

In October 1995, the FASB issued SFAS No. 123, Accounting for Stock-Based
Compensation. Statement No. 123 defines a fair value based method of
accounting for stock-based employee compensation plans (including stock option
plans). Statement No. 123 allows an entity to continue to measure compensation
costs for its plans as prescribed by APB Opinion No. 25, Accounting for Stock
Issued to Employees. Management expects to account for stock options in
accordance with APB Opinion No. 25. The disclosure requirements of Statement
No. 123, which are required if an entity elects to continue to use the
accounting method in APB Opinion No. 25, will be adopted as required for
financial statements beginning in 1996.

UNAUDITED INTERIM FINANCIAL INFORMATION

The accompanying unaudited combined financial statements at June 30, 1996 and
for the six months ended June 30, 1995 and 1996 have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with Article 10 of Regulation S-X. In the opinion of
management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included. Operating
results for the six-month period ended June 30, 1996 are not necessarily
indicative of the results that may be expected for the year ending December 31,
1996.

3. ACQUISITIONS

On August 11, 1994, SYGNET purchased 75% and Wilcom purchased 25% of the
outstanding shares of common stock of Sharron Youngstown Cellular, Inc.
(Sharon) for $4.5 million. Sharon owns a 7.26% interest in Wilcom Cellular and
Youngstown Cellular Telephone Company.

F-13
<PAGE> 91

SYGNET Communications, Inc.
and Wilcom Corporation

Notes to Combined Financial Statements (continued)

For the years ended December 31, 1993, 1994 and 1995 and the
unaudited periods ended June 30, 1995 and 1996

3. ACQUISITIONS (CONTINUED)

On September 30, 1995, SYGNET, as a general partner, purchased 95.46% of Erie
for cash of $40.53 million. On November 30, 1995, Sharon purchased 4.54% of
Erie for $1.92 million, which was paid on February 12, 1996.

The above transactions were accounted for as purchases and, accordingly, the
results of operations of the companies acquired have been included in the
combined financial statements since the dates of acquisition.

The pro forma unaudited condensed combined results of operations for the year
ended December 31, 1994 and December 31, 1995 as if the purchases occurred on
January 1, 1994 are as follows:

<TABLE>
<CAPTION>
1994 1995
------------------ -------------------
<S> <C> <C>
Revenue $ 23,148,000 $ 30,374,000
================== ===================

Net income $ 311,000 $ 1,860,000
================== ===================
</TABLE>

4. PROPERTY AND EQUIPMENT

Property and equipment consists of the following:

<TABLE>
<CAPTION>
Useful Life 1994 1995
-----------------------------------------------------------------
<S> <C> <C> <C>

Land, building and improvements 10-19 years 2,392,162 3,340,331
Cellular system and equipment 5-19 years 11,043,087 19,556,464
Customer premise equipment 3 years 2,548,036 1,695,605
Office furniture and equipment 3-10 years 1,954,899 2,498,057
Cell site construction in progress 950,700 379,813
--------------- ----------------
18,888,884 27,470,270
Accumulated depreciation (4,804,513) (6,421,374)
--------------- ----------------
14,084,371 21,048,896
=============== ================
</TABLE>

At December 31, 1995, the Company had purchase commitments of approximately
$3.75 million for equipment.

F-14
<PAGE> 92

SYGNET Communications, Inc.
and Wilcom Corporation

Notes to Combined Financial Statements (continued)

For the years ended December 31, 1993, 1994 and 1995 and the
unaudited periods ended June 30, 1995 and 1996

5. CREDIT AGREEMENT

On September 29, 1995, the Company entered into a financing agreement with a
commercial bank group to borrow up to $75 million at any time through September
30, 2003. The credit agreement provides for various borrowing rate options
based on either a fixed spread over the London Interbank Offered Rate (LIBOR)
or the prime rate.

Among other things, the credit agreement contains financial covenants requiring
the maintenance of debt service ratios, hedging of interest rate exposure,
limitations on distributions to shareholders and sales of assets. The credit
facility is secured by a pledge of the partnership interests in YCTC, Wilcom
Cellular and Erie Cellular. Interest rates at December 31, 1995 ranged from
7.48% to 7.82%.

In connection with covenant requirements described above, the Company entered
into a three year interest rate swap and a two year interest rate cap agreement
on November 29, 1995 with a total underlying notional amount of $40 million.
The swap agreement converted the interest rate on $20 million notional amount
of the credit facility from a variable rate based upon LIBOR (5.87% at December
31, 1995) to a fixed rate of 5.79%. Amounts paid or received under this
agreement are recognized as adjustments to interest expense. The interest rate
cap agreement entitled the Company to receive from a counterparty on a
quarterly basis the amounts, if any, by which the Company's interest payments
on its $20 million notional amount exceed 8.25%. The interest rate under the
credit facility did not exceed 8.25% during the period from November 29, 1995
to December 31, 1995.

Minimum future payments based upon the borrowing levels at December 31, 1995
for the next five years are:

F-15
<PAGE> 93

SYGNET Communications, Inc.
and Wilcom Corporation

Notes to Combined Financial Statements (continued)

For the years ended December 31, 1993, 1994 and 1995 and the
unaudited periods ended June 30, 1995 and 1996

5. CREDIT AGREEMENT (CONTINUED)

Interest paid was $753,754, $810,303 and $2,202,345 in 1993, 1994 and 1995,
respectively.

6. LEASES

The Company has entered into various operating leases for land and office
facilities. Leases for tower sites provide for periodic extensions of lease
periods with future lease payments indexed to the consumer price index.

Minimum future rental payments under operating leases having remaining terms in
excess of one year as of December 31, 1995 are as follows:

<TABLE>
<CAPTION>
Year ended
December 31
-----------
<S> <C>
1996 $572,239
1997 526,308
1998 470,262
1999 329,636
2000 253,222
Thereafter 1,024,410
--------------
Total $3,176,077
==============
</TABLE>

Rent expense was approximately $230,000, $296,000 and $460,800 in 1993, 1994
and 1995, respectively.

7. RETIREMENT PLAN

The Company sponsors a 401(k) retirement and profit sharing plan which covers
substantially all its employees. Eligible employees can contribute from 1% to
15% of their compensation. The Company, at its discretion, may match a portion
of the employee's contribution. The Company may also, at its discretion, make
additional profit sharing contributions to the plan. Total pension expense was
$64,000, $113,000 and $114,000 in 1993, 1994 and 1995, respectively.

F-16
<PAGE> 94

SYGNET Communications, Inc.
and Wilcom Corporation

Notes to Combined Financial Statements (continued)

For the years ended December 31, 1993, 1994 and 1995 and the
unaudited periods ended June 30, 1995 and 1996

8. SHAREHOLDERS' EQUITY

Each share of SYGNET and Wilcom Type A common stock is entitled to one vote.
SYGNET and Wilcom Type B common stock have no voting rights. Both types of
common stock are identical in all other respects.

On January 5, 1995, SYGNET repurchased 8,024 Type A shares for $39.00 per share
and 40,173 Type B shares for $35.00 per share from a shareholder for
approximately $1,719,000. These shares are accounted for at cost and held as
treasury stock.

Under the most restrictive of the covenants discussed in Note 5, the Company
could not declare any additional dividends at December 31, 1995.

9. INCOME TAXES

SYGNET's shareholders have elected under Subchapter S of the Internal Revenue
Code to include SYGNET's taxable income and losses in the shareholders' federal
and Ohio returns.

Sharon is subject to federal and state taxes, and accordingly has provided for
deferred income taxes for the temporary differences between financial and tax
reporting. The principal differences relate to partnership income and
alternative minimum tax (AMT) credit carryforwards. Amounts for deferred tax
assets and liabilities are as follows:

<TABLE>
<CAPTION>
DECEMBER 31
1994 1995
------------------------------
<S> <C> <C>

Deferred tax assets:
AMT credit carryforward $48,200 $63,400
Investment in partnerships 33,900 -
Other 7,600 8,200
------------- ------------
Total deferred tax assets 89,700 71,600

Deferred tax liability - investment in
partnerships - 26,600
------------- ------------

Net deferred tax assets $89,700 $45,000
============= ============
</TABLE>

F-17

<PAGE> 95

SYGNET Communications, Inc.
and Wilcom Corporation

Notes to Combined Financial Statements (continued)

For the years ended December 31, 1993, 1994 and 1995 and the
unaudited periods ended June 30, 1995 and 1996

9. INCOME TAXES (CONTINUED)

Sharon had an AMT credit carryforward at December 31, 1995 of approximately
$63,000 which will be available to reduce future federal income tax over an
indefinite period. Deferred tax assets are included in prepaid expenses and
deferred income taxes; deferred tax liabilities are included in accrued
expenses and other liabilities.

The components of the income tax provision (benefit), in the combined statement
of income for the years ended December 31, 1994 and 1995 are as follows:

<TABLE>
<CAPTION>
1994 1995
---------------------------------
<S> <C> <C>
Current income tax expense $ 49,000 $ 20,700
Deferred income tax (benefit) (89,700) 44,700
---------------------------------
Total provision for income tax (benefit) $ (40,700) $ 65,400
=================================
</TABLE>

Income taxes paid were $49,000 and $60,514 in 1994 and 1995, respectively.

10. RELATED PARTY TRANSACTIONS

Certain shareholders of SYGNET and Wilcom Corporation own a majority of the
outstanding shares of WKBN. SYGNET purchases advertising, production, tower
rental and other services from WKBN. WKBN purchases cellular telephone, paging
and other services from SYGNET. The following is a summary of material
transactions and balances with WKBN:

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31
1993 1994 1995
-------------------------------------------------------
<S> <C> <C> <C>
Services and facilities provided by WKBN $ 233,385 $214,518 $218,404
Services provided to WKBN 73,268 67,717 136,741
Property purchased from WKBN 700,000 - -
Amounts payable to WKBN 25,379 26,076 18,797
</TABLE>

On December 29, 1994, the Company received a promissory note from an
officer/shareholder for $249,952 for the purchase of Type A and Type B common
shares from a shareholder. The interest rate is 8.23% and the note is to be
repaid over 7 years.

F-18
<PAGE> 96

SYGNET Communications, Inc.
and Wilcom Corporation

Notes to Combined Financial Statements (continued)

For the years ended December 31, 1993, 1994 and 1995 and the
unaudited periods ended June 30, 1995 and 1996

11.PENDING ACQUISITION OF SELECTED CELLULAR SYSTEMS

On July 11, 1996, the Company signed an agreement to purchase various cellular
licenses, property and equipment and the net current assets of selected systems
of Horizon Cellular Telephone Company, L.P. The aggregate proposed purchase
price is $250 million plus the net current assets of the selected systems. The
Company intends to finance the acquisition through the issuance of $110 million
of senior notes, an initial public offering of common stock and additional bank
credit facilities. Subsequent to the purchase, the Company intends to
extinguish its existing credit facility and expects to incur a loss of
approximately $1.5 million on the refinancing of its credit facility.

12.SUBSEQUENT EVENTS AND PRO FORMA INFORMATION (UNAUDITED)

MERGER BETWEEN SYGNET COMMUNICATIONS, INC. AND WILCOM CORPORATION

In connection with the offerings described in Note 11, the Company intends to
effect a corporate restructuring as follows. First, the SYGNET shareholders
will vote to approve a proposal to terminate the Close Corporation Agreement
and Subchapter S corporation tax status. Second, Wilcom will be merged into
SYGNET whereby shareholders of Wilcom will receive 8.72 shares of SYGNET common
stock for each share of Wilcom common stock held as of the effective date of
the merger. The 500 shares of Wilcom Type A will convert into 4,360 shares of
SYGNET Type A and the 2,500 shares of Wilcom Type B will convert into 21,800
shares of SYGNET Type B effective with the merger. The SYGNET common stock
Type A 205,698 shares and Type B 1,028,428 shares would then be converted into
6,170,630 shares of Sygnet Wireless, Inc. (Wireless) Class B common stock. The
corporate restructuring is contingent upon FCC approval of the transfer of the
FCC licenses.

As a result of the corporate restructuring described above, Wireless will have
a capital structure as follows:

Class A Common Stock - Wireless will authorize 60 million shares of
$.01 par value Class A common stock. It is estimated that 3.75 million
shares will be issued in connection with the initial public offering
described above. These shares will have one vote per share.

F-19
<PAGE> 97

SYGNET Communications, Inc.
and Wilcom Corporation

Notes to Combined Financial Statements (continued)

For the years ended December 31, 1993, 1994 and 1995 and the
unaudited periods ended June 30, 1995 and 1996

12. SUBSEQUENT EVENTS AND PRO FORMA INFORMATION (UNAUDITED) (CONTINUED)

MERGER BETWEEN SYGNET COMMUNICATIONS, INC. AND WILCOM CORPORATION (CONTINUED)

Class B Common Stock - Wireless will authorize 10 million shares of
$.01 par value Class B common stock. 6,170,360 shares will be issued
and outstanding as a result of the corporate restructuring described
above. These shares will have ten votes per share.

Preferred Stock - Wireless will authorize 10 million shares of voting
no par value preferred stock and 5 million shares of non-voting no par
value preferred stock. The Board of Directors will have the authority
to determine the rights conferred to shareholders when the Board
causes either type of preferred stock to be issued.

STOCK OPTION PLAN

The Company intends to adopt a Stock Option Plan (SOP). The SOP will provide
for the grant of incentive and nonqualified stock options. Under the SOP,
options to purchase up to an aggregate of one million shares of Sygnet
Wireless, Inc. Type B common stock will be available for grants to employees of
the Company.

In connection with the offering, the Board of Directors intend to grant a total
of 500,400 ten year, non qualified stock options at the offering price to
executives and management of the Company.

TAX STATUS

As a Subchapter S Corporation, SYGNET recorded no provision for income taxes.
SYGNET's taxable income and losses are included in its shareholders' federal
and state returns. As a result of the termination of the Subchapter S
Corporation status, application of the provisions of SFAS No. 109, Accounting
for Income Taxes requires deferred income taxes to be provided for differences
in the basis for tax purposes and for financial accounting purposes of recorded
assets and liabilities, principally, depreciable property and certain accrued
liabilities. A tax provision and a net deferred income tax liability of
approximately $243,000 (deferred income tax liability of $557,000 net of
deferred income tax assets of $314,000) would have been recorded at June 30,
1996 had the termination of the Subchapter S Corporation occurred at that date.

F-20

<PAGE> 98

SYGNET Communications, Inc.
and Wilcom Corporation

Notes to Combined Financial Statements (continued)

For the years ended December 31, 1993, 1994 and 1995 and the
unaudited periods ended June 30, 1995 and 1996

12. SUBSEQUENT EVENTS AND PRO FORMA INFORMATION (UNAUDITED) (CONTINUED)

PRO FORMA NET INCOME PER SHARE INFORMATION

As described above, SYGNET and Wilcom intend to terminate their status as
Subchapter S Corporations. A pro forma adjustment has been made to the
historical financial statements for the year ended December 31, 1995 and for
the six months ended June 30, 1996 to reflect a provision for federal and
certain state income taxes at an effective rate of 48%. The effective rate is
in excess of the statutory rate primarily due to non-deductible amortization.

Pro forma net income per share is based on the weighted average number of
shares of common stock of 6,170,630 outstanding assuming the corporate
restructuring described above had occurred. Historical earnings per share data
is not presented because such data is not meaningful.

F-21
<PAGE> 99

Report of Independent Auditors

The Board of Horizon G.P., Inc.

We have audited the accompanying combined balance sheets of Selected Systems of
Horizon Cellular Telephone Company, L.P., representing certain majority-owned
subsidiaries of Horizon Cellular Telephone Company, L.P., as of December 31,
1994 and 1995, and the related combined statements of operations, partners'
equity, and cash flows for each of the three years in the period ended December
31, 1995. These financial statements are the responsibility of Horizon Cellular
Telephone Company, L.P.'s management. Our responsibility is to express an
opinion on these financial statements 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 financial statements referred to above present fairly, in
all material respects, the combined financial position of Selected Systems of
Horizon Cellular Telephone Company, L.P. at December 31, 1994 and 1995, and the
combined results of their operations and their cash flows for each of the three
years in the period ended December 31, 1995, in conformity with generally
accepted accounting principles.

/s/ ERNST & YOUNG LLP

Philadelphia, Pennsylvania
July 26, 1996

F-22

<PAGE> 100
Selected Systems of
Horizon Cellular Telephone Company, L.P.

Combined Balance Sheets

<TABLE>
<CAPTION>
DECEMBER 31,
1994 1995
-------------------------------------
<S> <C> <C>
ASSETS
Current assets:
Cash $ 611,829 $ 629,874
Accounts receivable, net of allowance for doubtful
accounts of $173,671 and $218,218 2,977,901 5,123,833
Inventory 240,066 373,623
Prepaid expenses 100,068 147,206
-------------------------------------
Total current assets 3,929,864 6,274,586

Property and equipment:
Cellular system 16,258,547 23,305,472
Other 1,122,286 2,035,273
-------------------------------------
17,380,833 25,340,745
Accumulated depreciation (2,714,488) (5,504,261)
-------------------------------------
14,666,345 19,836,484

Licenses, net of accumulated amortization of
$3,185,738 and $5,266,096 67,614,553 86,976,933
Other assets, net of accumulated amortization
of $3,099,830 and $4,879,099 3,985,252 5,498,139
-------------------------------------
Total assets $90,196,014 $118,586,142
=====================================

LIABILITIES AND COMBINED PARTNERS' EQUITY
Current liabilities:
Accounts payable $ 867,180 $ 1,864,160
Accrued expenses 995,211 1,781,994
Deferred revenue 279,332 588,649
-------------------------------------
Total current liabilities 2,141,723 4,234,803

Advances from affiliates 34,914,840 33,087,671

Combined partners' equity:
Partners' contributions 61,376,007 89,215,915
Cumulative net loss (8,236,556) (7,952,247)
-------------------------------------
Total combined partners' equity 53,139,451 81,263,668
-------------------------------------
Total liabilities and combined partners' equity $90,196,014 $118,586,142
=====================================
</TABLE>

See accompanying notes.

F-23
<PAGE> 101
Selected Systems of
Horizon Cellular Telephone Company, L.P.

Combined Statements of Operations

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
1993 1994 1995
---------------------------------------------------
<S> <C> <C> <C>
Revenues and sales:
Subscriber revenues $ 2,701,900 $ 6,848,485 $12,069,274
Roaming revenues 3,312,659 6,909,821 10,801,818
Equipment sales 569,919 1,149,996 1,602,339
---------------------------------------------------
Total revenues and sales 6,584,478 14,908,302 24,473,431

Costs and expenses:
Cost of services 1,567,551 2,807,611 3,572,445
Cost of equipment sales 717,081 1,689,616 2,544,039
General and administrative expenses 848,459 2,096,844 3,576,817
Selling 1,343,854 2,550,325 4,016,438
Depreciation and amortization 2,293,908 4,483,784 6,649,659
---------------------------------------------------
6,770,853 13,628,180 20,359,398
---------------------------------------------------
(Loss) income from operations (186,375) 1,280,122 4,114,033

Interest expense 2,731,076 3,662,815 3,829,724
---------------------------------------------------
(Loss) income before extraordinary item (2,917,451) (2,382,693) 284,309

Extraordinary item - gain on early
extinguishment of debt 873,638 - -
---------------------------------------------------
Net (loss) income $(2,043,813) $ (2,382,693) $ 284,309
===================================================
</TABLE>

See accompanying notes.

F-24
<PAGE> 102
Selected Systems of
Horizon Cellular Telephone Company, L.P.

Combined Statements of Partners' Equity

HORIZON
CELLULAR
TELEPHONE KCCGP,
COMPANY, L.P. L.P. TOTAL
-------------------------------------------------
<S> <C> <C> <C>
Combined partners' equity at
December 31, 1992 $11,332,355 $ 29,543 $11,361,898
Partners' contributions 1,243,160 1,244 1,244,404
Net loss (2,032,392) (11,421) (2,043,813)
-------------------------------------------------
Combined partners' equity at
December 31, 1993 10,543,123 19,366 10,562,489
Partners' contributions 44,510,058 449,597 44,959,655
Net loss (2,361,001) (21,692) (2,382,693)
-------------------------------------------------
Combined partners' equity at
December 31, 1994 52,692,180 447,271 53,139,451
Partners' contributions 27,000,000 839,908 27,839,908
Net income 281,465 2,844 284,309
-------------------------------------------------
Combined partners' equity at
December 31, 1995 $79,973,645 $1,290,023 $81,263,668
=================================================
</TABLE>

See accompanying notes.

F-25
<PAGE> 103
Selected Systems of
Horizon Cellular Telephone Company, L.P.

Combined Statements of Cash Flows

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
1993 1994 1995
---------------------------------------------------
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net (loss) income $ (2,043,813) $ (2,382,693) $ 284,309
Adjustments to reconcile net (loss) income to net cash
(used in) provided by operating activities:
Depreciation and amortization 2,293,908 4,483,784 6,649,659
Provision for bad debts 69,936 197,431 182,770
Accrued interest expense-affiliate 840,644 3,662,815 3,829,724
Gain on early extinguishment of debt (873,638) - -
Changes in operating assets and liabilities (net of
effect of companies acquired):
Accounts receivable (629,924) (1,296,819) (2,043,359)
Inventory (6,238) (152,139) (83,995)
Prepaid expenses (2,695) (56,996) (35,273)
Accounts payable and accrued expenses 101,018 243,185 1,610,340
Deferred revenue 67,849 122,379 262,900
---------------------------------------------------
Net cash (used in) provided by operating activities (182,953) 4,820,947 10,657,075

INVESTING ACTIVITIES
Purchases of property and equipment, net of $105,200 and
$220,900 purchased on account in 1994 and 1995,
respectively (2,089,923) (7,071,504) (5,244,548)
License and systems acquisitions - (41,951,228) (27,662,557)
Other (4,614) (109,101) 85,060
---------------------------------------------------
Net cash used in investing activities (2,094,537) (49,131,833) (32,822,045)

FINANCING ACTIVITIES
Partners' contributions 1,244,404 41,959,655 27,272,727
Advances from (to) affiliates, net of $567,181 noncash
partner contributions in 1995 28,941,193 991,167 (5,089,712)
Repayment of subordinated notes payable and other
long-term debt (26,723,726) - -
---------------------------------------------------
Net cash provided by financing activities 3,461,871 42,950,822 22,183,015
---------------------------------------------------
Net increase (decrease) in cash 1,184,381 (1,360,064) 18,045
Cash at beginning of period 787,512 1,971,893 611,829
---------------------------------------------------
Cash at end of period $ 1,971,893 $ 611,829 $ 629,874
===================================================
</TABLE>

See accompanying notes.

F-26
<PAGE> 104
Selected Systems of
Horizon Cellular Telephone Company, L.P.

Notes to Combined Financial Statements

December 31, 1995

1. BASIS OF PRESENTATION AND DESCRIPTION OF BUSINESS

The accompanying combined financial statements reflect the combined financial
position, combined results of operations and combined cash flows of Horizon
Cellular Telephone Company of Lawrence, L.P. ("Lawrence"), Horizon Cellular
Telephone Company of Crawford, L.P. ("Crawford"), Horizon Cellular Telephone
Company of Chautauqua, L.P. ("Chautauqua"), and Horizon Cellular Telephone
Company of Indiana, L.P. ("Indiana") (collectively referred to as "Selected
Systems" or "the Company") as of December 31, 1994 and 1995 and for each of the
three years in the period ended December 31, 1995. The combined financial
statements include only the operating results since the Selected Systems were
acquired by Horizon Cellular Telephone Company L.P. Each of the operating
systems is a limited partnership in which KCCGP, L.P. ("KCCGP") is the managing
and sole general partner, and Horizon Cellular Telephone Company, L.P.
("HCTC") is the sole limited partner.

The Selected Systems own, design, develop, and operate cellular communications
systems. KCCGP performs certain administrative functions for the Selected
Systems and, accordingly, certain expenses of KCCGP (see Note 5) have been
allocated to the Selected Systems on a basis which, in the opinion of
management, is reasonable. However, such expenditures are not necessarily
indicative of, and it is not practicable for management to estimate, the nature
and level of expenses which might have been incurred had the systems been
operating as separate independent companies.

2. ACQUISITIONS

Crawford

In August 1991, HCTC acquired the Federal Communications Commission ("FCC")
PA-6 Construction Permit for $7 million in cash and a $16.6 million
subordinated note payable to the seller. In December 1992, HCTC contributed the
Construction Permit to Lawrence in exchange for a 99.9% interest in the Company
and Lawrence's assumption of the related debt. KCCGP contributed approximately
$13,000 to Lawrence for a 0.1% interest in the Company. Lawrence became
operational in September 1991.

F-27
<PAGE> 105
Selected Systems of
Horizon Cellular Telephone Company, L.P.

Notes to Combined Financial Statements (continued)

2. ACQUISITIONS (CONTINUED)

Crawford (continued)

In December 1992, HCTC acquired the FCC PA-1 Operating License and certain
operating assets and liabilities for $2.2 million in cash and $7.7 million of
notes payable. Also, in December 1992, HCTC contributed the Operating License
to Crawford in exchange for a 99.0% interest in the Company and Crawford's
assumption of the related debt. KCCGP contributed approximately $20,000 to
Crawford for a 1.0% interest in the Company. The PA-1 system became operational
in April 1992.

Effective January 1, 1995, the operations of Lawrence were merged into
Crawford. As part of the market consolidation, the general partner interests
were reorganized. KCCGP acquired an additional .9% (serving as general partner
with a 1% ownership), reducing HCTC's Limited Partnership interest to 99%.

Chautauqua

In March 1994, the Company acquired the FCC NY-3 Operating License and certain
operating assets and liabilities for $41.5 million in cash, and the issuance of
30 HCTC limited partnership units with a stated value of $3 million. Also in
March 1994, HCTC contributed cash to fund the acquisition in exchange for a
99.0% interest in the Company. KCCGP contributed approximately $450,000 to
Chautauqua for a 1.0% interest in the Company. The NY-3 system became
operational in October 1991.

Indiana

In June 1995, the Company acquired the FCC PA-7 Operating License ("Indiana")
and certain operating assets and liabilities for $27 million in cash. As part
of the acquisition, the Company also acquired the right to operate the FCC PA-2
system under an Interim Operating Authority, which permits the Company to
temporarily provide cellular service in an otherwise unserved area. Also in
June 1995, HCTC contributed cash to fund the acquisition in exchange for a
99.0% interest in the Company. KCCGP contributed approximately $273,000 to
Indiana for a 1.0% interest in the Company. The PA-7 system became operational
in July 1991.

F-28
<PAGE> 106
Selected Systems of
Horizon Cellular Telephone Company, L.P.

Notes to Combined Financial Statements (continued)

2. ACQUISITIONS (CONTINUED)

Pursuant to the partnership agreements, the Selected Systems' net profits and
losses are allocated proportionately to the partners based upon their
respective ownership interests. The partnerships shall terminate on the
respective tenth anniversary dates of formation of the partnerships; however,
the partners may extend the term of the partnership at their discretion.

All of the Company's acquisitions were accounted for under the purchase method
of accounting; accordingly, assets acquired and liabilities assumed have been
recorded at HCTC's basis in such amounts which represents their estimated fair
values at the dates of acquisition by HCTC and their results of operations are
included in the accompanying combined statements of operations since the date
of acquisition. The excess of purchase price over the fair market value of
identifiable net tangible assets acquired has been allocated to customer lists
and licenses.

Pro Forma Results of Operations

The following unaudited pro forma information presents the revenues and sales,
and (loss) income before extraordinary item, as if the acquisitions of
Chautauqua and Indiana had occurred at the beginning of 1993 and 1994,
respectively. The pro forma information includes the revenues and sales, and
(loss) income before extraordinary item for the Selected Systems for the
indicated periods less increased amortization of license costs and other
intangible assets, and increased general and administrative expenses for
management fee allocations. Pro forma revenues and sales and (loss) income
before extraordinary item are not necessarily indicative of the revenues and
sales and (loss) income before extraordinary item that would have occurred had
the purchases been made at the beginning of the respective years or the results
which may occur in the future.

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
1993 1994 1995
-----------------------------------------------------
(UNAUDITED)
<S> <C> <C> <C>

Revenues and sales $9,375,000 $19,040,000 $26,171,000
(Loss) income before extraordinary item (5,002,000) (3,488,000) 24,000
</TABLE>

F-29
<PAGE> 107
Selected Systems of
Horizon Cellular Telephone Company, L.P.

Notes to Combined Financial Statements (continued)

3. ACCOUNTING POLICIES

USE OF ESTIMATES

INVENTORIES

Inventories are carried at the lower of cost (using the first-in, first-out
method) or market.

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost and are depreciated over their
estimated useful lives (three to twelve years) using the straight-line method.

Depreciation expense amounted to approximately $667,900 in 1993, $1,573,900 in
1994, and $2,790,100 in 1995.

LICENSES

Licenses primarily represent the acquisition costs of the Operating Licenses.
Such costs are being amortized over a period of 40 years using the
straight-line method.

The Selected Systems periodically review the carrying value of their licenses
to determine whether such amounts are recoverable based on undiscounted future
cash flows and whether a reduction to fair value is necessary. There have been
no such reductions through December 31, 1995.

OTHER ASSETS

Other assets primarily represent the acquisition cost of the customer lists
which is being amortized over a period of 5 years using the straight-line
method.

F-30
<PAGE> 108
Selected Systems of
Horizon Cellular Telephone Company, L.P.

Notes to Combined Financial Statements (continued)

3. ACCOUNTING POLICIES (CONTINUED)

ADVANCES FROM AFFILIATES

Advances from affiliates primarily represent cash advances from HCTC and KCCGP
which provided funds for investing and operating activities, and have no
specific repayment terms. Commencing in October 1993, upon the transaction
described below, interest expense is charged monthly at a rate of 11-3/8% of
the ending balances payable to HCTC.

In October 1993, HCTC advanced the Company a portion of the proceeds it
generated from the issuance of $235 million senior subordinated discount notes.
The Company utilized the funds advanced to repay all of its indebtedness,
resulting in an extraordinary gain of approximately $874,000, net of the
write-off of unamortized deferred financing fees of approximately $53,000.

REVENUE AND EXPENSE RECOGNITION

Cellular airtime revenue and access charges are recognized as service is
provided. Cellular airtime is billed in arrears and a majority of access
charges are billed in advance. Subscriber acquisition costs (mainly commissions
and loss on equipment sales) are expensed when incurred. Accounts receivable
consist mainly of amounts due from subscribers and other cellular companies
whose subscribers use the Selected Systems' cellular service.

Approximately 30% of the Company's 1995 roaming revenues were generated from
subscribers of a cellular company serving an adjacent market when such
subscribers place or receive calls on the Company's systems.

ADVERTISING EXPENSES

Advertising expenses are charged to operations as incurred and amounted to
approximately $107,100 in 1993, $263,300 in 1994, and $336,400 in 1995.

F-31
<PAGE> 109
Selected Systems of
Horizon Cellular Telephone Company, L.P.

Notes to Combined Financial Statements (continued)

3. ACCOUNTING POLICIES (CONTINUED)

ACCRUED EXPENSES

Accrued expenses consist of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
1994 1995
--------------------------------
<S> <C> <C>

Property, sales and excise taxes $331,700 $ 617,600
Interconnection and other billing costs 200,700 220,600
Salaries and bonuses 180,400 364,700
Other 282,400 579,100
--------------------------------
$995,200 $1,782,000
================================
</TABLE>

INCOME TAXES

The Selected Systems are limited partnerships organized under the laws of
Delaware. Accordingly, federal and state income taxes are not paid at the
partnership level but by the ultimate partners of the Selected Systems. The tax
basis of the Selected Systems' assets amounted to approximately $74.7 million
and $93.7 million at December 31, 1994 and 1995, respectively.

NEW ACCOUNTING STANDARDS

In March 1995, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 121, "Accounting for the Impairment
of Long-Lived Assets and for Long-Lived Assets to be Disposed of," which
requires impairment losses to be recorded on long-lived assets used in
operations when indicators of impairment are present and the undiscounted cash
flows estimated to be generated by those assets are less than the assets'
carrying amount. The Selected Systems will adopt SFAS 121 in the first quarter
of 1996 and, based upon current circumstances, management does not believe the
effect of the adoption will be material.

F-32
<PAGE> 110
Selected Systems of
Horizon Cellular Telephone Company, L.P.

Notes to Combined Financial Statements (continued)

3. ACCOUNTING POLICIES (CONTINUED)

NEW ACCOUNTING STANDARDS (CONTINUED)

SFAS No. 123, "Accounting for Stock-Based Compensation," is effective for
fiscal years beginning after December 15, 1995. SFAS 123 provides companies
with a choice to follow the provisions of SFAS 123 in determining stock-based
compensation expense or to continue with the provisions of APB 25, "Accounting
for Stock Issued to Employees." The Selected Systems expect to continue to
follow APB 25 with respect to the LPAR Plan (see Note 6) and will provide
disclosures as required by SFAS 123 in the December 31, 1996 notes to the
financial statements.

4. COMMITMENTS AND CONTINGENCIES

The Selected Systems lease office space, office equipment and cellular sites
and facilities under operating leases with initial terms ranging from 1 to 20
years. Most cellular sites contain renewal options ranging up to 25 years.

Future minimum payments under noncancelable operating leases with initial terms
of one year or more consisted of the following at December 31, 1995, assuming
cellular site leases are renewed through the year 2000:

<TABLE>
<CAPTION>
CELLULAR
SITES OTHER
--------------------------------
<S> <C> <C>
1996 $516,000 $ 326,000
1997 526,000 287,000
1998 533,000 279,000
1999 537,000 279,000
2000 529,000 266,000
Thereafter 508,000
-------------
Total minimum lease payments $1,945,000
=============
</TABLE>

The minimum lease payments for cellular sites in the year 2000 are expected to
approximate the minimum payments thereafter, subject to contractual increases
and payments for additional sites.

F-33
<PAGE> 111
Selected Systems of
Horizon Cellular Telephone Company, L.P.

Notes to Combined Financial Statements (continued)

4. COMMITMENTS AND CONTINGENCIES (CONTINUED)

Rental expense amounted to approximately $224,900 in 1993, $395,800 in 1994,
and $669,600 in 1995.

The Selected Systems have guaranteed and pledged substantially all of its
assets as collateral for certain debt of HCTC.

5. RELATED PARTY TRANSACTIONS

KCCGP provides various administrative services to the Selected Systems,
including accounting, engineering, and marketing and advertising services, in
addition to funding working capital requirements and capital expenditures as
necessary. These expenses are charged, first on the basis of direct usage when
identifiable, with the remainder allocated equally among its operating systems.
Allocated expenses amounted to $80,000 in 1993, $120,000 in 1994, and $150,000
in 1995, respectively.

6. BENEFIT PLANS

HCTC has granted certain officers of the Selected Systems limited partnership
appreciation rights in HCTC pursuant to a Limited Partnership Unit Appreciation
Rights Plan ("LPAR Plan") that was adopted September 1, 1994, to be effective
January 1, 1993. Upon the occurrence of certain events as specified therein
("Termination Events"), participants are entitled to share in the amounts, if
any, of distributions to HCTC's partners after all capital contributions made
by HCTC's partners have been repaid, together with a fixed return on such
contributions. Such rights vest over a period of five years, however vesting is
automatically accelerated upon the occurrence of a Termination Event.
Compensation expense will be recognized when distributions become probable
under the LPAR Plan.

F-34
<PAGE> 112
Selected Systems of
Horizon Cellular Telephone Company, L.P.

Notes to Combined Financial Statements (continued)

6. BENEFIT PLANS (CONTINUED)

Effective July 1, 1994, KCCGP established an employee savings plan (the "Plan")
that qualifies as a deferred salary arrangement under Section 401(k) of the
Internal Revenue Code. Under the Plan, which covers employees of the Selected
Systems who have met certain eligibility requirements, participating employees
may defer up to 15% of their pretax earnings, up to the Internal Revenue
Service annual contribution limit ($9,240 for calendar year 1995). The Company
matches up to 50% of the employee's contributions, up to a maximum of 3% of the
employee's earnings. Employees who participate in the LPAR Plan are excluded
from matching contributions. Matching Plan contributions, which vest equally
over five years, amounted to approximately $16,000 in 1994, and $31,500 in
1995, respectively.

7. SUBSEQUENT EVENTS

On July 11, 1996, the Company entered into a definitive agreement to sell the
FCC Operating Licenses of Selected Systems, together with certain operating
assets and liabilities, to SYGNET Communications Inc. for approximately $250
million. The combined financial statements do not reflect either the estimated
gain, or any expenses incurred or expected to be incurred related to the sale
of the systems. The sale is expected to close during the third quarter of 1996,
and is subject to certain regulatory and other approvals.

F-35
<PAGE> 113

Selected Systems of
Horizon Cellular Telephone Company, L.P.

Combined Balance Sheets

<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
1995 1996
--------------------------------------
(Note) (Unaudited)
ASSETS
<S> <C> <C>
Current assets:
Cash $ 629,874 $ 1,019,087
Accounts receivable, net of allowance for
doubtful accounts of $218,218 and $235,607 5,123,883 5,573,573
Inventory 373,623 396,990
Prepaid expenses 147,206 185,554
--------------------------------------
Total current assets 6,274,586 7,175,204
Property and equipment:
Cellular system 23,305,472 25,318,244
Other 2,035,273 2,757,307
--------------------------------------
25,340,745 28,075,551
Accumulated depreciation (5,504,261) (7,238,549)
--------------------------------------
19,836,484 20,837,002

Licenses, net of accumulated amortization
of $5,266,096 and $6,422,861 86,976,933 85,822,040
Other assets, net of accumulated
amortization of $4,879,009 and $5,906,099 5,498,139 4,466,927
--------------------------------------

Total assets $118,586,142 $118,301,173
======================================

LIABILITIES AND COMBINED PARTNERS' EQUITY

Current liabilities:
Accounts payable $ 1,864,160 $ 1,445,574
Accrued expenses 1,781,994 1,548,522
Deferred revenue 588,649 694,322
--------------------------------------
Total current liabilities 4,234,803 3,688,418

Advances from affiliates 33,087,671 31,980,938

Combined partners' equity:
Partners' contributions 89,215,915 89,215,915
Cumulative net loss (7,952,247) (6,584,098)
--------------------------------------
Total combined partners' equity 81,263,668 82,631,817
--------------------------------------
Total liabilities and combined partners' equity $118,586,142 $118,301,173
======================================
</TABLE>

Note: The combined balance sheet at December 31, 1995 has been derived from
the audited combined financial statements at that date, but does not
include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements.

See accompanying notes.

F-36
<PAGE> 114
Selected Systems of
Horizon Cellular Telephone Company, L.P.

Combined Statements of Operations

(Unaudited)

<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30,
1995 1996
--------------------------------------
<S> <C> <C>
Revenues and sales:
Subscriber revenues $4,902,903 $ 7,858,344
Roaming revenues 4,233,107 6,357,961
Equipment sales 621,915 892,999
---------------------------------------
Total revenues and sales 9,757,925 15,109,304

Costs and expenses:
Cost of services 1,569,118 2,121,106
Cost of equipment sales 918,238 1,442,640
General and administrative expenses 1,475,669 2,278,009
Selling 1,635,311 2,185,689
Depreciation and amortization 2,787,585 3,918,141
---------------------------------------
8,385,921 11,945,585
---------------------------------------
Income from operations 1,372,004 3,163,719

Interest expense-affiliate 1,925,084 1,795,570
---------------------------------------
Net (loss) income $ (553,080) $ 1,368,149
=======================================

</TABLE>

See accompanying notes.

F-37
<PAGE> 115
Selected Systems of
Horizon Cellular Telephone Company, L.P.

Combined Statements of Cash Flows

(Unaudited)

<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30,
1995 1996
-----------------------------------
<S> <C> <C>
OPERATING ACTIVITIES
Net (loss) income $ (553,080) $ 1,368,149
Adjustments to reconcile net (loss) income to net
cash provided by operating activities:
Depreciation and amortization 2,787,585 3,918,141
Provision for bad debts 68,534 140,069
Accrued interest expense-affiliate 1,925,084 1,795,570
Changes in operating assets and liabilities
(net of effect of companies acquired):
Accounts receivable (445,560) (589,759)
Inventory (13,292) (23,367)
Prepaid expenses (68,891) (38,348)
Accounts payable and accrued expenses 365,927 (494,294)
Deferred revenue 147,971 105,673
-----------------------------------
Net cash provided by operating activities 4,214,278 6,181,834

INVESTING ACTIVITIES
Purchases of property and equipment, net of $166,200
and $63,100 purchased on account in
1995 and 1996, respectively (2,489,647) (2,894,440)
License and systems acquisitions (27,662,557) -
Other (22,675) 4,122
-----------------------------------
Net cash used in investing activities (30,174,879) (2,890,318)

FINANCING ACTIVITIES
Partners' contributions 27,272,727 -
Advances to affiliates, net of $567,181 noncash partner
contributions in 1995 (1,085,344) (2,902,303)
-----------------------------------
Net cash provided by (used in) financing activities 26,187,383 (2,902,303)
-----------------------------------
Net increase in cash 226,782 389,213

Cash at beginning of period 611,829 629,874
-----------------------------------
Cash at end of period $ 838,611 $ 1,019,087
===================================
</TABLE>

See accompanying notes.

F-38
<PAGE> 116
Selected Systems of
Horizon Cellular Telephone Company, L.P.

Notes to Combined Financial Statements
(Unaudited)

June 30, 1996

1. BASIS OF PRESENTATION AND DESCRIPTION OF BUSINESS

The accompanying unaudited combined financial statements reflect the combined
financial position, combined results of operations and combined cash flows of
Horizon Cellular Telephone Company of Lawrence, L.P. ("Lawrence"), Horizon
Cellular Telephone Company of Crawford, L.P. ("Crawford"), Horizon Cellular
Telephone Company of Chautauqua, L.P. ("Chautauqua"), and Horizon Cellular
Telephone Company of Indiana, L.P. ("Indiana") (collectively referred to as
"Selected Systems" or "the Company") for the periods presented. Each of the
operating systems is a limited partnership in which KCCGP, L.P. ("KCCGP") is
the managing and sole general partner, and Horizon Cellular Telephone Company,
L.P. ("HCTC") is the sole limited partner.

The Selected Systems own, design, develop, and operate cellular communications
systems. KCCGP performs certain administrative functions for the Selected
Systems and, accordingly, certain expenses of KCCGP (see Note 6) have been
allocated to the Selected Systems on a basis which, in the opinion of
management, is reasonable. However, such expenditures are not necessarily
indicative of, and it is not practicable for management to estimate, the nature
and level of expenses which might have been incurred had the systems been
operating as separate independent companies.

The accompanying unaudited combined financial statements of the Selected
Systems have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions to Form
10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of
the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management, all
adjustments (consisting only of normal recurring accruals) considered necessary
for a fair presentation have been included. Operating results for the six-month
period ended June 30, 1996, are not necessarily indicative of the results that
may be expected for the year ending December 31, 1996.

F-39
<PAGE> 117
Selected Systems of
Horizon Cellular Telephone Company, L.P.

Notes to Combined Financial Statements (continued)

2. ACQUISITIONS

The acquisition was accounted for under the purchase method of accounting;
accordingly, assets acquired and liabilities assumed have been recorded at
HCTC's basis in such amounts which represent their estimated fair values at the
date of acquisition by HCTC and the results of operations are included in the
accompanying combined statements of operations since the date of acquisition.
The excess of purchase price over the fair market value of identifiable net
tangible assets acquired has been allocated to customer list and license.

Pro Forma Results of Operations

The following unaudited pro forma information presents the revenues and sales,
and net loss, as if the acquisition had occurred at the beginning of 1995. The
pro forma information includes the revenues and sales, and net loss for the
Selected Systems for the indicated period less increased amortization of
license costs and other intangible assets, and increased general and
administrative expenses for management fee allocations. Pro forma revenues and
sales and net loss are not necessarily indicative of the revenues and sales and
net loss that would have occurred had the purchases been made at the beginning
of the period presented or the results which may occur in the future.

<TABLE>
<CAPTION>
SIX MONTHS
ENDED
JUNE 30, 1995
-------------

<S> <C>
Revenues and sales $11,456,000
Net loss (839,000)
</TABLE>

F-40
<PAGE> 118
Selected Systems of
Horizon Cellular Telephone Company, L.P.

Notes to Combined Financial Statements (continued)

3. USE OF ESTIMATES

4. NEW ACCOUNTING STANDARDS

In March 1995, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 121, "Accounting for the Impairment
of Long-Lived Assets and for Long-Lived Assets to be Disposed of," which
requires impairment losses to be recorded on long-lived assets used in
operations when indicators of impairment are present and the undiscounted cash
flows estimated to be generated by those assets are less than the assets'
carrying amount. The Company adopted SFAS 121 in the first quarter of 1996 and
the effect of the adoption was not material.

SFAS No. 123, "Accounting for Stock-Based Compensation," is effective for
fiscal years beginning after December 15, 1995. SFAS 123 provides companies
with a choice to follow the provisions of SFAS 123 in determining stock-based
compensation expense or to continue with the provisions of APB 25, "Accounting
for Stock Issued to Employees." The Company expects to continue to follow APB
25 with respect to the LPAR Plan and will provide disclosures as required by
SFAS 123 in the December 31, 1996 notes to the financial statements.

5. ADVANCES FROM AFFILIATES

Advances from affiliates primarily represent cash advances from HCTC and KCCGP
which provided funds for investing and operating activities, and have no
specific repayment terms. Interest expense is charged monthly at a rate of
11-3/8% of the ending balance payable to HCTC.

F-41
<PAGE> 119
Selected Systems of
Horizon Cellular Telephone Company, L.P.

Notes to Combined Financial Statements (continued)

6. RELATED PARTY TRANSACTIONS

KCCGP provides various administrative services to the Company, including
accounting, engineering, and marketing and advertising services, in addition to
funding working capital requirements and capital expenditures as necessary.
These expenses are charged, first on the basis of direct usage when
identifiable, with the remainder allocated equally among its operating systems.
Allocated expenses amounted to $50,000 and $75,000 for the six months ended
June 30, 1995 and 1996, respectively.

7. RECENT DEVELOPMENTS

On July 11, 1996, the Company entered into a definitive agreement to sell the
FCC operating Licenses, together with certain operating assets and liabilities,
to SYGNET Communications Inc. for approximately $250 million. The combined
financial statements do not reflect either the estimated gain, or any expenses
incurred or expected to be incurred related to the sale of the systems. The
sale is expected to close during the third quarter of 1996, and is subject to
certain regulatory and other approvals.

F-42
<PAGE> 120

REPORT OF INDEPENDENT ACCOUNTANTS

To the Partners of
Erie Cellular Telephone Company:

We have audited the statements of operations and changes in partners' capital
and cash flows of Erie Cellular Telephone Company (a Delaware general
partnership) for the period from January 1, 1995 to September 29, 1995. These
financial statements are the responsibility of the Partnership's management.
Our responsibility is to express an opinion on these 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 of the statements of
operations and changes in partners' capital and cash flows provide a reasonable
basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the results of operations and cash flows of Erie
Cellular Telephone Company for the period from January 1, 1995 to September 29,
1995, in conformity with generally accepted accounting principles.

/s/ COOPERS & LYBRAND L.L.P.
- ----------------------------
Coopers & Lybrand L.L.P.

Seattle, Washington,
August 12, 1996

F-43
<PAGE> 121
ERIE CELLULAR TELEPHONE COMPANY
(A DELAWARE GENERAL PARTNERSHIP)

STATEMENT OF OPERATIONS AND CHANGES IN PARTNERS' CAPITAL

FOR THE PERIOD JANUARY 1, 1995 TO SEPTEMBER 29, 1995

<TABLE>
<S> <C>
REVENUES:
Service $4,638,200
Equipment sales and installations 915,600
----------
5,553,800
----------

EXPENSES:
Cost of service 1,367,200
Cost of equipment sales and installations 887,000
General and administrative 1,272,600
Marketing 1,634,100
Depreciation and amortization 362,000
----------

5,522,900
----------
NET INCOME 30,900

PARTNERS' CAPITAL, beginning of period 9,106,000

INCREASE IN CELLULAR LICENSING COSTS FROM
ACQUISITIONS MADE BY MAJORITY PARTNER 182,300
----------
PARTNERS' CAPITAL, end of period $9,319,200
==========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-44
<PAGE> 122
ERIE CELLULAR TELEPHONE COMPANY
A DELAWARE GENERAL PARTNERSHIP

STATEMENT OF CASH FLOWS

FOR THE PERIOD JANUARY 1, 1995 TO SEPTEMBER 29, 1995

<TABLE>
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ 30,900
---------

Adjustments to reconcile net income to net cash
provided by operating activities-
Depreciation and amortization 362,000
Changes in current assets and liabilities:
Trade accounts receivable (80,000)
Cellular telephone inventory (106,100)
Other current assets 13,800
Accounts payable 12,300
Accrued expenses 53,700
Customer deposits 20,800
---------
276,500
---------
Net cash provided by operating activities 307,400
---------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, equipment and other assets (512,500)
----------

Net cash used in investing activities (512,500)
----------

CASH FLOWS FROM FINANCING ACTIVITIES:
Net advances from affiliates 202,300
---------

Net cash provided by financing activities 202,300
---------

Change in cash (2,800)

CASH, beginning of period 41,000
---------

CASH, end of period $ 38,200
=========

SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING
ACTIVITIES:

Increase in cellular licensing costs from
acquisitions made by majority partner $ 182,300
=========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-45
<PAGE> 123

ERIE CELLULAR TELEPHONE COMPANY
A DELAWARE GENERAL PARTNERSHIP

NOTES TO FINANCIAL STATEMENTS

1. ORGANIZATION AND PARTNERS' INTEREST:

Organization

Erie Cellular Telephone Company (the Partnership), was organized in July 1987
by various applicants for the A Block cellular license in the metropolitan
statistical area (MSA) of Erie, Pennsylvania (the Market). The Partnership was
formed pursuant to an agreement between competing applicants in the lottery
held by the Federal Communications Commission to determine the recipient of the
A Block cellular license in the Market. Erie Cellular Systems, Inc. (Erie
Celluar), formerly McCaw Communications of Erie, Inc., a wholly owned
subsidiary of AT&T Wireless Services, Inc. (AWS) (formerly McCaw Cellular
Communications, Inc.), acquired controlling interest in the Partnership in June
1988. Effective September 29, 1995, Erie Cellular sold its interest in the
Partnership to SYGNET Communications, Inc. (SYGNET).

Allocation of Profits and Losses

Net income or loss is allocated to the partners in proportion to their
respective percentage interest during the period. The partners' percentage
interests at September 29, 1995, prior to the sale of Erie Cellular's interest
in the Partnership to SYGNET, were as follows:

Erie Cellular 95.5%
Minority partners 4.5

In 1995, Erie Cellular purchased an additional 0.6% interest from a minority
partner for $182,300 in cash. The acquisition cost incurred by Erie Cellular
was capitalized as cellular licensing costs by the Partnership.

Subject to a majority vote of the partners, contributions to capital are made
to fund the Partnership's capital expenditures and operating losses. Should a
partner not make all or a portion of a required contribution, that partner's
interest is subject to dilution as determined by the partnership agreement.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Revenue Recognition

Cellular air time and cellular access charges are recorded as revenue as
earned. Sales of equipment and related services are recorded as revenue when
the goods and services are delivered.

F-46
<PAGE> 124
The Partnership's cell sites are operated as part of a larger local calling
area managed by subsidiaries of AWS. Cellular air time revenue is recorded by
the Partnership based on the usage of its cell sites in relation to total usage
of all cell sites within the local calling area.

Depreciation and Amortization

Depreciation of property and equipment is computed using the straight-line
method over the estimated useful lives of the assets, which are generally
twelve years for cellular equipment and three to five years for other property
and equipment. Leasehold improvements are amortized using the straight-line
method over the term of the lease.

The costs of normal maintenance and repairs are charged to expense as incurred
and expenditures for major improvements are capitalized at cost. Gains or
losses on the disposition of assets are reflected in the determination of net
income or loss at the time of disposition.

Cellular licensing costs primarily represent amounts incurred by Erie Cellular
to acquire interests in the A Block cellular license in the Market.
Amortization of these costs is provided for using the straight-line method over
a period of 40 years.

Use of 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 revenues and expenses during the reporting
period. Actual results could differ from those estimates.

3. TRANSACTIONS WITH RELATED PARTIES:

Due to Affiliates

Certain expenditures are made out of a cash concentration account maintained on
behalf of the Partnership by a subsidiary of AWS to meet certain capital
expenditure and working capital requirements. Cash collections and the above
mentioned expenditures related to partnership operations are recorded in this
concentration account. Such activities are reflected as net advances from
affiliates in the accompanying statement of cash flows.

Technical, Administrative and Marketing Services

AWS has entered into an agreement with the Partnership by which the Partnership
shares technical, administrative and marketing services. Shared service
support is provided at three different levels: Corporate, Region and District.
The costs incurred by AWS and its subsidiaries, as agent, in connection with
these shared services, are recorded as follows: Technical operating shared
services are recorded based on the Partnership's cell sites in relation to the
total cell sites in markets served by AWS and its subsidiaries. Administrative
shared services are recorded based on the Partnership's subscribers in relation
to the total subscribers in markets served by AWS and its subsidiaries.
Marketing shared services are recorded based on the Partnership's gross
subscriber additions during the period in relation to the total gross
subscribers added in the markets served by AWS and its subsidiaries during the
period. The total number of cell sites, subscribers or gross subscriber
additions used in the calculation varies depending on the level at which the
shared service is provided. Prior to 1995, administrative and marketing shared
services were recorded based on the prior year's population in the
Partnership's market in relation to the total prior year's population in all
the markets served by AWS and its subsidiaries. Expenses for technical,
administrative and marketing shared services were approximately $724,400 for
the period January 1, 1995 to September 29, 1995.

F-47

<PAGE> 125
Management Fees

The Partnership is charged a management fee by a subsidiary of AWS based upon a
specified percentage between 3% and 5% of gross monthly revenues not to exceed
$30,000 per month for its service in managing the system. Prior to 1995, the
management fee charged to the Partnership was 6% of gross revenues. Management
fee expense was approximately $209,000 for the period January 1, 1995 to
September 29, 1995.

Switch Sharing

The Partnership shares the facilities and maintenance of an AWS subsidiary's
mobile switching center. The AWS subsidiary charges the Partnership between
$.015 and $.04 per minute of usage for the sharing of the switch. Prior to
1995, the Partnership was charged $.04 per minute of usage for the sharing of
the switch. Expenses for switch sharing were approximately $287,000 for the
period January 1, 1995 to September 29, 1995.

Other Direct Expenses

Certain other direct expenses charged by AWS' subsidiaries to the Partnership
totalled approximately $8,700 for the period January 1, 1995 to September 29,
1995. Such expenses included, among others, after-hours customer care calls,
security monitoring and roaming services.

Transactions with AT&T Corp.

The Partnership purchases certain cellular telephone inventory and long
distance services from AT&T Corp. (AT&T), parent of AWS. For the period
January 1, 1995 to September 29, 1995, the Partnership expensed cellular
telephone inventory purchased from AT&T of approximately $33,000, and purchased
long distance services from AT&T reflected as cost of service of approximately
$110,800.

4. INCOME TAXES:

Income taxes have not been recorded in the accompanying financial statements
because they are obligations of the partners. The tax returns, the
qualification of the Partnership as such for tax purposes and the amount of
distributable Partnership income or loss are subject to examination by taxing
authorities. If such examinations result in changes with respect to the
Partnership qualification or in changes with respect to the income or loss, the
tax liability of the partners would be changed accordingly.

The Partnership provides depreciation for financial reporting purposes using
the straight-line method whereas for income tax purposes accelerated methods
are used. In addition, the allowance method for bad debts is used for
financial reporting purposes, while the direct write-off method is used for
income tax purposes.

5. COMMITMENTS:

The Partnership is committed under operating leases and agreements, principally
for facilities, office space and cell sites, with remaining terms ranging from
one to five years. Certain cell site leases include options for additional
periods. Certain leases provide for payment by the lessee of taxes,
maintenance and insurance.

Future minimum payments, required under operating leases and agreements, that
have an initial or remaining noncancelable lease term in excess of one year at
September 29, 1995 are summarized

F-48
<PAGE> 126
below:

<TABLE>
<CAPTION>
Period ending September 29,
---------------------------
<S> <C>
1996 $ 124,800
1997 121,200
1998 119,600
1999 104,200
2000 44,600
---------
$ 514,400
=========
</TABLE>

Total rent expense for the period January 1, 1995 to September 29, 1995 was
approximately $103,900.

F-49

<PAGE> 127

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Partners of
Erie Cellular Telephone Company:

We have audited the accompanying balance sheets of Erie Cellular Telephone
Company (a Delaware general partnership) as of December 31, 1993 and 1994, and
the related statements of operations and changes in partners' capital and cash
flows for the years then ended. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Erie Cellular Telephone
Company as of December 31, 1993 and 1994, and the results of its operations and
its cash flows for the years then ended in conformity with generally accepted
accounting principles.

/s/ ARTHUR ANDERSEN LLP
- -----------------------
ARTHUR ANDERSEN LLP

Seattle, Washington,
January 27, 1995 (except with
respect to the matter discussed
in Note 9, as to which the date
is August 2, 1996)

F-50
<PAGE> 128
ERIE CELLULAR TELEPHONE COMPANY

BALANCE SHEETS -- DECEMBER 31, 1993 AND 1994

<TABLE>
<CAPTION>
ASSETS
------

1993 1994
(restated) (restated)
---------- ----------
<S> <C> <C>
CURRENT ASSETS:
Cash $ 3,200 $ 41,000
Trade accounts receivable, net of allowance
for doubtful accounts (1993, $34,800;
1994, $50,000) 458,000 730,500
Cellular telephone inventory 49,400 93,100
Other 13,300 14,600
---------- -----------
Total current assets 523,900 879,200

PROPERTY AND EQUIPMENT, net of accumulated
depreciation and amortization (1993, $548,800;
1994, $752,600) 1,491,500 1,900,900

CELLULAR LICENSING COSTS, net of accumulated
amortization (1993, $1,311,600; 1994,
$1,534,300) 7,604,400 7,552,400

OTHER, net 5,800 -
---------- -----------
$9,625,600 $10,332,500
========== ===========
</TABLE>

<TABLE>
<CAPTION>
LIABILITIES AND PARTNERS' CAPITAL
---------------------------------
<S> <C> <C>
CURRENT LIABILITIES:
Accounts payable $ 33,500 $ 10,100
Accrued expenses 211,100 279,300
Due to affiliates 7,600 936,500
Unearned revenues and customer deposits 88,200 600
---------- -----------
Total current liabilities 340,400 1,226,500

COMMITMENTS

PARTNERS' CAPITAL 9,285,200 9,106,000
---------- -----------
$9,625,600 $10,332,500
========== ===========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-51
<PAGE> 129
ERIE CELLULAR TELEPHONE COMPANY

STATEMENTS OF OPERATIONS AND CHANGES IN PARTNERS' CAPITAL

YEARS ENDED DECEMBER 31, 1993 AND 1994

<TABLE>
<CAPTION>
1993 1994
(restated) (restated)
---------- ----------
<S> <C> <C>
REVENUES:
Service $2,901,800 $4,303,400
Equipment sales and installations 453,300 730,600
---------- ----------
3,355,100 5,034,000
---------- ----------
EXPENSES:
Cost of service 563,800 800,300
Cost of equipment sales and installations 515,100 774,900
General and administrative 1,103,400 1,726,700
Marketing 1,309,200 1,649,600
Depreciation and amortization 350,200 432,400
---------- ----------
3,841,700 5,383,900
---------- ----------
NET LOSS (486,600) (349,900)

PARTNERS' CAPITAL, beginning of year 8,507,400 9,285,200

INCREASE IN CELLULAR LICENSING COSTS FROM
ACQUISITIONS MADE BY PARENT 1,264,400 170,700
---------- ----------
PARTNERS' CAPITAL, end of year $9,285,200 $9,106,000
========== ==========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-52
<PAGE> 130
ERIE CELLULAR TELEPHONE COMPANY

STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 1993 AND 1994

<TABLE>
<CAPTION>
1993 1994
(restated) (restated)
---------- ----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(486,600) $(349,900)
---------- ----------

Adjustments to reconcile net loss to net cash
used in operating activities-
Depreciation and amortization 350,200 432,400
Changes in current assets and liabilities:
Trade accounts receivable, net (201,600) (272,500)
Cellular telephone inventory (49,400) (43,700)
Other current assets 41,700 (1,300)
Accounts payable 21,700 (23,400)
Accrued expenses 119,100 68,200
Unearned revenues and customer deposits 42,300 (87,600)
--------- ---------
Total adjustments 324,000 72,100
--------- ---------
Net cash used in operating activities (162,600) (277,800)
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (472,000) (613,300)
--------- ---------
Net cash used in investing activities (472,000) (613,300)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net advances from affiliates 619,200 928,900
--------- ---------
Net cash provided by financing activities 619,200 928,900
--------- ---------
Change in cash (15,400) 37,800
--------- ---------
CASH, beginning of year 18,600 3,200
--------- ---------
CASH, end of year $ 3,200 $ 41,000
========= =========

SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING
AND FINANCING ACTIVITIES:

Increase in cellular licensing costs from
acquisitions made by parent $1,264,400 $ 170,700
========== =========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-53
<PAGE> 131

ERIE CELLULAR TELEPHONE COMPANY

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 1994

1. ORGANIZATION AND PARTNERS' INTEREST:

Organization

Erie Cellular Telephone Company (the Partnership), a Delaware general
partnership, was originally organized in July 1987 by various applicants for
the A Block cellular license in the metropolitan statistical area (MSA) of
Erie, Pennsylvania (the Market). The Partnership was formed pursuant to an
agreement between competing applicants in the lottery held by the Federal
Communications Commission (FCC) to determine the recipient of the A Block
cellular license in the Market. McCaw Communications of Erie, Inc. (McCaw), a
wholly owned subsidiary of McCaw Cellular Communications, Inc. (MCCI), acquired
controlling interest in the Partnership in June 1988. On September 19, 1994,
AT&T Corp. (AT&T) merged with MCCI. During 1995, MCCI changed its name to AT&T
Wireless Services, Inc.

Allocation of Profits and Losses

Net loss is allocated to the partners in proportion to their respective
percentage interest during the period. The partners' percentage interests at
December 31, 1993 and 1994, were as follows:

<TABLE>
<CAPTION>
1993 1994
---- ----
<S> <C> <C>
McCaw 93.8% 94.9%
Minority partners 6.2 5.1
</TABLE>

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Revenue Recognition

Cellular air time and cellular access charges are recorded as revenue as
earned. Sales of equipment and related services are recorded as revenue when
the goods and services are delivered. Prior to 1994, cellular access charges
were billed in advance.

Cellular Telephone Inventory

Cellular telephone inventory is stated at the lower of cost or market. Cost is
determined by using the specific identification method.

F-54
<PAGE> 132

Property and Equipment

Property and equipment is stated at cost. Depreciation is computed using the
straight-line method over the estimated useful lives of the assets, which are
generally twelve years for cellular equipment and three to five years for other
property and equipment. Leasehold improvements are amortized using the
straight-line method over the term of the lease.

Cellular Licensing Costs

Cellular licensing costs primarily represent amounts incurred to secure the A
Block cellular license in the Market. Amortization of these costs is provided
for using the straight-line method over a period of 40 years.

3. PROPERTY AND EQUIPMENT:

<TABLE>
<CAPTION>
December 31
---------------------------
1993 1994
---- ----
<S> <C> <C>
Cellular equipment $1,855,800 2,452,900
Leasehold improvements 93,500 105,200
Other 91,000 95,400
--------- ---------
2,040,300 2,653,500
========= =========
Less - Accumulated depreciation
and amortization 548,800 752,600
--------- ---------
1,491,500 1,900,900
========= =========
</TABLE>

4. ACCRUED EXPENSES:

<TABLE>
<CAPTION>
December 31
---------------------------
1993 1994
---- ----
<S> <C> <C>
Wages, vacations and bonuses $70,400 86,500
Sales, excise and other taxes 25,300 47,100
Commissions 47,900 85,300
Other 67,500 60,400
------- --------
211,100 $279,300
======= ========
</TABLE>

5. TRANSACTIONS WITH RELATED PARTIES:

Due to Affiliates

Certain expenditures are made out of a cash concentration account, maintained
on behalf of the Partnership by an affiliate, to meet certain capital
expenditure and working capital requirements. Cash collections and the above
mentioned expenditures related to partnership operations are recorded in this
concentration account. The resulting cash balance for the Partnership related
to the above activities is reflected as due to affiliates in the accompanying
financial statements.

F-55
<PAGE> 133

Technical, Administrative and Marketing Services

Costs incurred by MCCI and its subsidiaries, as agents, in association with
certain shared services, are recorded as follows: Technical operating shared
expenses are recorded based on the Partnership's cell sites in relation to the
total cell sites serviced by MCCI and its subsidiaries. Administrative and
marketing shared expenses are recorded based on the prior year's population in
the Partnership's MSA in relation to the total prior year's population in all
the MSAs serviced by MCCI or its subsidiaries.

In addition, a management fee of 6% of gross revenues is charged to the
Partnership from a subsidiary of MCCI for its service in managing the system.

Switch Sharing

The Partnership shares the facilities and maintenance of an affiliate's mobile
switching center. The affiliate charges the Partnership $.04 per billable
minute of usage for the sharing of the switch.

Expenses for technical, administrative and marketing services and switch
sharing were $1,281,400 and $1,903,900 for the years ended December 31, 1993
and 1994, respectively.

Certain other direct expenses allocated to the Partnership equaled $24,100 and
$26,400 for the years ended December 31, 1993 and 1994, respectively. Such
expenses included, among others, after-hours customer care calls, security
monitoring, network services and roaming services.

A proposal has been made to the Partners by McCaw to modify management fees,
switch sharing and shared administrative and marketing expenses charged to the
Partnership effective January 1, 1995. The proposed changes are as follows:
The management fee charges will be the lesser of $30,000 per month or a
specified sliding scale percentage of gross revenue, switch sharing charges
will be on a sliding scale ranging from $.04 to $.015 per minute based on the
market's monthly minutes of use, and shared administrative and marketing
expenses will be changing from population-based to subscriber-based
allocations.

Transactions with AT&T

The Partnership purchases certain cellular telephone inventory and long
distance services from AT&T. These goods and services were purchased under
contractual arrangements with AT&T which existed prior to the AT&T/MCCI merger
date. For the year ended December 31, 1994, approximately $113,000 of cellular
telephone inventory sold and reflected as cost of equipment sales and
approximately $122,000 of cellular long distance services reflected as cost of
service in the accompanying financial statements were purchased from AT&T.

6. INCOME TAXES:

F-56
<PAGE> 134

7. COMMITMENTS:

Future minimum payments, required under operating leases and agreements, that
have an initial or remaining noncancelable lease term in excess of one year at
December 31, 1994, are summarized below:

<TABLE>
<CAPTION>
Years ending December 31,
-------------------------
<S> <C>
1995 $40,500
1996 19,200
1997 19,200
1998 17,400
1999 3,200
-------
$99,500
=======
</TABLE>

Total rent expense for the years ended December 31, 1993 and 1994, was
approximately $103,800 and $113,300, respectively.

8. MERGER OF MCCI AND AT&T:

In connection with the merger of MCCI and AT&T, both parties entered into a
Consent Decree with the Department of Justice. Under the Consent Decree, MCCI
and its affiliates are required to offer their customers equal access to long
distance carriers. The planned completion of this conversion for the
Partnership is August 1995. The Partnership has served and will continue to
serve as the provider for its customers' InterLATA and international calling
services until the conversion date. Subsequent to the conversion, all revenues
and expenses associated with providing InterLATA and international calling
service will be recorded by the long distance carrier providing the service.
InterLATA and international calling services reduced the net loss of the
Partnership by approximately $239,000 for the year ended December 31, 1994.

9. SUBSEQUENT EVENT:

Effective September 29, 1995, McCaw sold all of its interests in the
Partnership to SYGNET Communications, Inc. (SYGNET). In connection with a
proposed offering of securities by SYGNET, adjustments have been made to the
previously issued financial statements of the Partnership to reflect the cost
of the cellular license originally purchased by McCaw. McCaw's basis in the
cellular license acquired and the related accumulated amortization have been
pushed down to the

F-57
<PAGE> 135

Partnership's financial statements for the years presented, resulting in an
increase to the provision for depreciation and amortization of $180,700 and
$222,700 for the years ended December 31, 1993 and 1994, respectively, compared
to the amounts previously reported.

F-58
<PAGE> 136

Report of Independent Auditors

General and Limited Partners
DICOMM Cellular Limited Partnership

We have audited the accompanying statements of operations, partners' capital
(deficiency), and cash flows of DICOMM Cellular Limited Partnership for the
year ended December 31, 1993. These financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audit.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the results of operations and cash flows of DICOMM
Cellular Limited Partnership for the year ended December 31, 1993 in conformity
with generally accepted accounting principles.

/s/ ERNST & YOUNG LLP

March 25, 1994
Boston, Massachusetts

F-59
<PAGE> 137

DICOMM Cellular Limited Partnership

Statement of Operations

Year Ended December 31, 1993

<TABLE>
<S> <C>
REVENUES
Subscriber revenue $ 1,161,720
Roamer revenue 1,628,654
------------------
Total revenues 2,790,374

COSTS AND EXPENSES
Costs of services 1,042,689
General and administrative 787,564
Selling and marketing 566,505
Depreciation and amortization 475,196
------------------
2,871,954

Loss from operations (81,580)
Interest expense 530,239
------------------

Net loss $ (611,819)
==================
</TABLE>

See accompanying notes.

F-60

<PAGE> 138

DICOMM Cellular Limited Partnership

Statement of Partners' Capital (Deficiency)

<TABLE>
<CAPTION>
TOTAL
PARTNERS'
GENERAL LIMITED CAPITAL
PARTNER PARTNERS (DEFICIENCY)
-------------------------------------------------------
<S> <C> <C> <C>
Balance at December 31, 1992 $ (20,215) $ (2,001,314) $ (2,021,529)
Partners' capital contributions 1,616 160,000 161,616
Net loss (6,118) (605,701) (611,819)
-------------------------------------------------------

Balance at December 31, 1993 $ (24,717) $ (2,447,015) $ (2,471,732)
=======================================================
</TABLE>

See accompanying notes.

F-61

<PAGE> 139

DICOMM Cellular Limited Partnership

Statement of Cash Flows

Year Ended December 31, 1993

<TABLE>
<S> <C>
OPERATING ACTIVITIES
Net loss $ (611,819)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation 460,090
Amortization 15,106
Deferred rent (2,994)
Changes in operating assets and liabilities:
Accounts receivable (282,871)
Inventories (19,495)
Prepaid expenses (7,833)
Other assets 1,898
Accounts payable 77,178
Accrued expenses 85,628
------------------
Net cash used in operating activities (285,112)

INVESTING ACTIVITIES
Purchases of property and equipment (483,509)
------------------
Net cash used in investing activities (483,509)

FINANCING ACTIVITIES
Proceeds from capital contributions 161,616
Proceeds from loans from supplier 23,389
Bank overdraft 51,616
Proceeds from notes payable to related parties 532,000
------------------
Net cash provided by financing activities 768,621
------------------
Net decrease in cash and cash equivalents -
Cash and cash equivalents at December 31, 1992 -
------------------

Cash and cash equivalents at December 31, 1993 $ -
==================
</TABLE>

See accompanying notes.

F-62

<PAGE> 140
DICOMM Cellular Limited Partnership

Notes to Financial Statements

Year Ended December 31, 1993

1. BASIS OF PRESENTATION

DICOMM Cellular Limited Partnership (the Company) was formed as a Delaware
limited partnership on February 7, 1991. The Company provides cellular
portable telephone service in the Genessee, Wyoming, Chautauqua, Cattaraugus,
Alleghany and Steuben Counties in New York State.

The General Partner is DICOMM Cellular Inc. The General Partner has a 1%
interest in the Company and has sole operating responsibility and control.

Limited Partners have no operating control or responsibility and collectively
hold a 99% share of the Company.

On March 8, 1994, the partners sold all of their general and limited
partnership interests in the Company, with the exception of certain
liabilities, primarily litigation relating to the period prior to March 8,
1994. See Note 6 for further discussion.

2. SIGNIFICANT ACCOUNTING POLICIES

CASH AND CASH EQUIVALENTS

The Company considers highly liquid investments with maturities of three months
or less at date of purchase to be cash equivalents.

PROPERTY AND EQUIPMENT

Property and equipment is stated at cost, including expenses related to
engineering services. Depreciation is calculated on a straight-line basis over
the estimated useful lives of the assets, ranging from 5 to 40 years.

LICENSE COSTS

License costs relate to organization and development costs, legal and
professional fees, salaries and related expenses associated with technical
development of the cellular system and obtaining related regulatory approvals.
The costs are being amortized on a straight-line basis over 40 years.

F-63

<PAGE> 141
DICOMM Cellular Limited Partnership

Notes to Financial Statements - Continued

2. SIGNIFICANT ACCOUNTING POLICIES--CONTINUED

OTHER ASSETS

Other assets relate to organization costs, deferred financing costs and
capitalized lease costs which are being amortized on a straight-line basis over
terms of 5 to 10 years.

INCOME TAXES

The Company is a partnership and, as such, no provision is made for income
taxes as income or loss is included in the tax returns of the partners. Each
partner accounts for its related share of applicable tax credits.

3. NOTES PAYABLE TO SUPPLIER

The Company entered into a loan agreement on July 1, 1991 with its major
equipment supplier. The agreement related to the issuance of two promissory
notes, an equipment note and a working capital note aggregating $6,000,000.
Interest accrues on principal balances at the rate of the Morgan Guaranty Trust
Company of New York base rate plus 3%, adjusted periodically. Advances under
the notes are secured by substantially all of the Company's assets. The notes
are payable in 48 equal monthly principal payments of $125,000 beginning July
1, 1994.

The notes include restrictive financial covenants relating to working capital,
tangible net worth and other items. The Company was in violation of certain of
these covenants at December 31, 1993. However, the notes were paid in full on
March 8, 1994 in conjunction with the sale of the general and limited
partnership interests discussed in Note 6. Accordingly, the notes are
classified as current at December 31, 1993. Interest paid in 1993 was
$497,251.

F-64

<PAGE> 142
DICOMM Cellular Limited Partnership

Notes to Financial Statements - Continued

4. LEASES

The Company has noncancellable operating lease commitments for office space,
land, tower space and vehicles. Terms of the leases range from one to ten
years and include various renewal options. Rent expense incurred during the
year ended December 31, 1993 amounted to $150,792. Minimum future rental
commitments are as follows:

<TABLE>
<CAPTION>
Year Ended
December 31:
----------------------------
<S> <C>
1994 $ 133,676
1995 126,491
1996 145,686
1997 29,203
1998 10,200
Thereafter 37,994
---------------

$ 483,250
===============
</TABLE>

5. RELATED-PARTY TRANSACTIONS

The Company pays a monthly management fee to an affiliated company owned by the
limited partners for administrative and office services provided. The Company
incurred management fees of $119,874.

The notes payable to related parties on December 31, 1993 consist of $542,000
unsecured demand promissory note from the general partner, of which $462,000 is
outstanding and $70,000 of unsecured demand notes payable to the limited
partners. The notes are noninterest bearing.

6. SUBSEQUENT EVENTS

On March 8, 1994, the General and Limited Partners sold their partnership
interests in the Company to Horizon Cellular Telephone Company, L.P. and
Horizon Cellular Telephone Company of Chautauqua L.P. (the Purchaser) for
$43,750,000. A portion of the purchase price was advanced to satisfy the
Company's notes payable to suppliers. Under the terms of the purchase and sale
agreement, certain liabilities of the Company remain with the general partner,
including notes payable and any litigation that may arise relating to the
period prior to March 8, 1994.

F-65
<PAGE> 143
<TABLE>
<S> <C>
================================================= ================================================
- ------------------------------------------------- ------------------------------------------------
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN
AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION IN CONNECTION WITH THIS OFFERING
OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND,
IF GIVEN OR MADE, SUCH INFORMATION OR SYGNET WIRELESS, INC.
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED BY THE COMPANY OR THE PURCHASERS.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO % SENIOR NOTES
SELL OR THE SOLICITATION OF ANY OFFER TO BUY ANY DUE 2006
SECURITY OTHER THAN THOSE TO WHICH IT RELATES, NOR
DOES IT CONSTITUTE AN OFFER TO SELL, OR THE
SOLICITATION OF ANY OFFER TO BUY, ANY SECURITIES
OTHER THAN THE NOTES OFFERED HEREBY OR TO ANY
PERSON IN ANY JURISDICTION IN WHICH SUCH OFFER OR
SOLICITATION IS NOT AUTHORIZED, OR IN WHICH THE
PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT
QUALIFIED TO DO SO, 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 BEEN NO
CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE
HEREOF OR THAT THE INFORMATION CONTAINED HEREIN IS ----------------
CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE PROSPECTUS
HEREOF. ----------------

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

TABLE OF CONTENTS
PAGE
Prospectus Summary . . . . . . . . . . . . . 3 DONALDSON, LUFKIN & JENRETTE
Risk Factors . . . . . . . . . . . . . . . . 10 SECURITIES CORPORATION
Use of Proceeds . . . . . . . . . . . . . . . 14
Capitalization . . . . . . . . . . . . . . . 15 LEHMAN BROTHERS, INC.
Unaudited Pro Forma Condensed Consolidated
Financial Data . . . . . . . . . . . . . . 16 TORONTO DOMINION SECURITIES
Selected Financial Data . . . . . . . . . . . 23
Management's Discussion and Analysis of
Financial Condition and Historical
Results of Operations . . . . . . . . . . . 24
Business . . . . . . . . . . . . . . . . . . 29
Management . . . . . . . . . . . . . . . . . 45
Principal and Selling Stockholders . . . . . 48
Certain Relationships and Related Transactions 49
Description of Bank Credit Facility . . . . . 50
Description of Notes . . . . . . . . . . . . 51
Description of Capital Stock . . . . . . . . 70
Underwriting . . . . . . . . . . . . . . . . 72
Certain United States Federal Income Tax
Consequences . . . . . . . . . . . . . . . 72
Legal Matters . . . . . . . . . . . . . . . . 73
Experts . . . . . . . . . . . . . . . . . . . 74
Additional Information . . . . . . . . . . . 74
Certain Terms . . . . . . . . . . . . . . . . 74

- ------------------------------------------------- ------------------------------------------------
================================================= ================================================
</TABLE>

<PAGE> 144

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 AUGUST 14, 1996

PROSPECTUS
_________, 1996 3,750,000 SHARES

SYGNET WIRELESS, INC.

CLASS A COMMON STOCK

Of the 3,750,000 shares of Class A Common Stock, par value
$0.01 per share ("Class A Common Stock"), offered hereby (the "Common Stock
Offering"), 3,000,000 are being sold by Sygnet Wireless, Inc. (the "Company")
and 750,000 are being sold by certain of the Company's stockholders (the
"Selling Stockholders"). See "Principal and Selling Stockholders." The
Company will not receive any proceeds from the sale of shares by the Selling
Stockholders. Concurrently with the Common Stock Offering, the Company is
offering, pursuant to a separate prospectus, $110,000,000 aggregate principal
amount of its % Senior Notes due 2006 (the "Notes Offering" and, together
with the Common Stock Offering, the "Offerings"). The Common Stock Offering is
conditioned upon consummation of the Notes Offering.

Prior to the Common Stock Offering, there has been no public
market for the Class A Common Stock of the Company. It is currently estimated
that the initial public offering price will be between $ and $ per
share. See "Underwriting" for information relating to the factors considered
in determining the initial public offering price.

The Company's authorized common stock includes Class A Common
Stock and Class B Common Stock, par value $0.01 per share ("Class B Common
Stock"). The rights of Class A Common Stock and Class B Common Stock are
substantially identical, except that the holders of the Class A Common Stock
are entitled to one vote per share and holders of Class B Common Stock are
entitled to 10 votes per share. Except as required by law or otherwise
provided in the Articles of Incorporation of the Company, both classes will
vote together as one class on all matters generally submitted to a vote of
stockholders, including the election of directors. Shares of Class B Common
Stock are convertible into Class A Common Stock at any time on a
share-for-share basis. See "Description of Capital Stock." After the Common
Stock Offering, holders of Class B Common Stock will control approximately 94%
of the Common Stock voting power.

Application has been made to include the Class A Common Stock
on the Nasdaq National Market under the symbol " ."

SEE "RISK FACTORS" COMMENCING ON PAGE 10 FOR A DISCUSSION OF
CERTAIN FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS IN THE CLASS
A COMMON STOCK.

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
TO THE DISCOUNTS AND TO THE SELLING
PUBLIC COMMISSIONS (1) COMPANY (2) STOCKHOLDERS
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Per Share . . . . . $ $ $ $
Total (3) . . . . . $ $ $ $
- --------------------------------------------------------------------------------------------------------
</TABLE>

(1) The Company and Selling Stockholders have agreed toindemnify the
Underwriters against certain liabilities, including liabilities
under the Securities Act of 1933, as amended (the "Securities Act").

(2) Before deducting expenses estimated at $ , which will be
paid by the Company.

(3) The Company has granted to the Underwriters a 30-day option to
purchase up to 562,500 additional shares at the Price to the
Public less Underwriting Discounts and Commissions, 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 are being offered by the several Underwriters when,
as and if delivered to and accepted by the Underwriters and subject to various
prior conditions, including their right to reject orders in whole or in part.
It is expected that delivery of share certificates will be made in New York,
New York on or about , 1996.

DONALDSON, LUFKIN & JENRETTE LEHMAN BROTHERS
SECURITIES CORPORATION
<PAGE> 145
[INSERT MAP OF MARKETS]

IN CONNECTION WITH THE COMMON STOCK OFFERING, THE UNDERWRITERS MAY OVER-ALLOT
OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE
CLASS A COMMON STOCK AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE
OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NASDAQ NATIONAL MARKET.
SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

2
<PAGE> 146
PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the more
detailed information (including the Company's combined financial statements and
notes thereto) contained elsewhere in this Prospectus. Unless otherwise
indicated, the information contained in this Prospectus assumes that the
Underwriters' over-allotment option is not exercised. Unless the context
otherwise requires, references to the "Company" are to Sygnet Wireless, Inc.,
an Ohio corporation, its wholly-owned subsidiary, Sygnet Communications, Inc.,
and their respective predecessors prior to the corporate restructuring
described elsewhere in this Prospectus and include the operations to be
acquired in part with the proceeds of the Offerings. The term "Business --
Horizon Acquisition" refers to the acquisitions under the agreement to purchase
five RSAs in western Pennsylvania and New York (PA-1, PA-2, PA-6, PA-7 and
NY-3) from three Horizon Cellular Telephone Company affiliates, as described
more fully below under "The Horizon Acquisition." Except for historical
financial information and unless otherwise indicated, all references herein to
Pops, Net Pops and the Company's systems give effect to consummation of the
Horizon Acquisition, which will occur simultaneously with the closing of the
Offerings. See "Certain Terms" for the definitions of certain other terms
used in this Prospectus.

THE COMPANY

Upon consummation of the Horizon Acquisition, the Company will
own and operate cellular telephone systems serving one large cluster with
approximately 2.4 million Pops in northeastern Ohio, western Pennsylvania and
western New York. The Horizon Acquisition will add five RSAs (the "Horizon
Systems") to the three MSAs and one RSA currently operated by the Company (the
"Existing Systems"), providing the Company with approximately 78,000
subscribers. The Company's cellular systems are located in Youngstown, Ohio
and Erie, Pennsylvania and in primarily suburban and rural areas between the
Cleveland, Akron-Canton, Pittsburgh, Buffalo and Rochester metropolitan areas.
The Company believes that its mix of suburban and rural locations provides it
with advantages over cellular operators in predominantly urban areas, including
greater roaming revenue opportunities, lower distribution costs and higher
costs of entry for new competitors. The Company has converted all of its
Existing Systems to time division multiple access ("TDMA") digital technology
and will selectively convert the more densely populated portions of the Horizon
Systems to digital technology in early 1997.

The Company began operating cellular systems in 1985 in
Youngstown, Ohio and has expanded to cover nine contiguous markets through a
series of acquisitions. The Company is owned and controlled by the Williamson
family, which has owned and operated broadcast and other communications
companies in northeastern Ohio and western Pennsylvania since 1926. The
following table summarizes the Existing Systems and the Horizon Systems.
<TABLE>
<CAPTION>
TOTAL DATE OF
POPS OWNERSHIP NET POPS ACQUISITION
---- -------- -----------
<S> <C> <C> <C> <C>

Existing Systems(1)
----------------
Youngstown, OH MSA 491,900 100% 491,900 1985
Sharon, PA MSA 122,100 100% 122,100 1987
Erie, PA MSA 280,600 100% 280,600 1995
Columbiana, OH, OH-11 RSA 111,700 100% 111,700 1991

Total 2,371,600 2,371,600
</TABLE>

(1) All of the Existing Systems and Horizon Systems licenses are non-
wireline licenses.
(2) To be acquired as described under "Business -- The Horizon Acquisition."
The consummation of the Offerings is conditioned upon the consummation
of the Horizon Acquisition.
(3) The Horizon Acquisition includes the Pops in the PA-2 RSA where the
Company has Interim Operating Authority ("IOA") pending the FCC's
final determination of the qualifications of the initial lottery
winner to hold the permanent license for the PA-2 RSA. The Company's
IOA from the FCC will expire upon selection of the new licensee and
the commencement of operations by that licensee. Until the expiration
of the IOA, however, the Company is entitled to all revenue and
income generated by the PA-2 RSA. The Company believes that the
expiration of such authority will not have a material adverse effect
on its results of operations.

3
<PAGE> 147
BUSINESS STRATEGY

The Company's goal is to become the leading full service
provider of mobile telecommunications services in its cluster by offering
technically advanced cellular service, superior coverage and a high level of
customer service at competitive prices. Specifically, the Company's business
objectives are to increase penetration and improve profitability in both the
Horizon Systems and its Existing Systems by taking advantage of its ability to
operate in a much larger regional footprint. In addition, the Company may in
the future acquire additional systems that provide the Company with the ability
to further its strategic objectives.

- Developing the Horizon Systems. The Company believes that
the Horizon Systems are underdeveloped and underpenetrated compared to its
Existing Systems and represent a substantial growth opportunity for the
Company. By taking advantage of marketing, operating and engineering synergies
arising from the Horizon Acquisition, the Company believes that it will be able
to decrease overall per subscriber operating costs and rapidly increase
penetration in the Horizon Systems to levels comparable to those achieved in
its Existing Systems. Immediately upon consummation of the Horizon
Acquisition, the Company will apply its business strategy to the Horizon
Systems, which strategy has generated significant subscriber and revenue growth
in its Existing Systems, including the recent acquisition of the Erie, PA MSA
in September 1995 (the "Erie Acquisition").

- Aggressive Marketing and Promotion of Cellular Services.
The Company plans to implement the aggressive marketing programs that it has
been using in its Existing Systems to increase subscriber activations in the
Horizon Systems. These include competitive rate plans which provide low priced
regional roaming rates tailored for individual markets and attractive equipment
prices. In addition, the Company will use a mix of advertising media such as
television, radio and outdoor advertising to reach potential new subscribers.

- Advanced Systems Design. The Company's system design and
the TDMA digital technology it employs provide the foundation for technically
superior cellular service. The Company has deployed a large number of cell
sites in each service area. Consequently, subscribers in the Existing Systems
enjoy a high level of local and regional coverage, resulting in high quality
hand-held coverage throughout most of its population centers, minimal call
blocking, seamless call delivery through NACN and the availability of digital
voice and data services. All of the Company's existing cells have already been
upgraded to offer TDMA digital services and the Company intends to selectively
improve the technology being used in the Horizon Systems to match this high
quality level. The Company believes it is well positioned to address new
technologies that might become available in its markets.

- Decentralized Marketing Management. The Company has
assembled management, sales and operating staff with extensive experience and
relationships within each market. The decentralized market management
structure adopted by the Company allows it to tailor its service to meet the
needs of each market. This local approach to marketing is coordinated with
senior management of the Company and allows each market to benefit from shared
corporate resources.

- Acquisition Strategy. The Company's primary external
growth strategy has been to develop its cellular system by pursuing
acquisitions that expand its regional footprint, can be operated efficiently,
enhance its reciprocal relationships with other cellular telephone carriers and
provide an opportunity to gain significant competitive advantages. As it has
done successfully in the past, the Company intends to pursue acquisition
opportunities which permit the Company to achieve these strategic objectives
either with respect to its current cluster or elsewhere.

4
<PAGE> 148
- Future Competition. The Company is preparing for what is
expected to be an increasingly competitive telecommunications environment by
aggressively working to attract new subscribers. The Company believes it is
prepared for this competition because it is not dependent on high roaming or
local rates. In addition, the Company believes that it can effectively face
this competition from its position as an incumbent in the cellular field with a
high quality network that is not capacity constrained. The Company also has an
extensive footprint, strong distribution channels, superior customer service
capabilities and an experienced management team. Because the Company operates
in medium to small markets, the new personal communications services ("PCS")
licensees may be unable or unwilling to offer commercially viable wireless
service in much of the Company's area in the near term. The Company believes
the extensive capital expenditures required to deploy the infrastructure for
PCS is more readily justifiable from an economic standpoint in larger, more
densely populated urban areas. This constraint of PCS may position the Company
to offer roaming services to PCS customers, as well as to provide bulk lines of
service for resale to certain PCS companies. For example, the Company's
existing Youngstown and Erie systems are equipped to provide TDMA digital
roaming to AT&T Wireless PCS subscribers when AT&T Wireless introduces dual
band TDMA phones in the adjacent Cleveland and Buffalo-Rochester MTAs.

THE HORIZON ACQUISITION

Simultaneously with the closing of the Horizon Acquisition,
Sygnet Communications, Inc., the wholly-owned Subsidiary of the Company (the
"Subsidiary") will obtain secured financing from a number of commercial lenders
(the "Lenders") under a $300.0 million revolving line of credit (the "Bank
Credit Facility"). Up to approximately $117.0 million of the proceeds of these
loans will be used to pay part of the purchase price in the Horizon Acquisition
and the remainder will be used for working capital purposes, to refinance $70.5
million in existing debt and for system expansion. See "Description of Bank
Credit Facility."

5
<PAGE> 149
THE COMMON STOCK OFFERING

The following summary description of the Common Stock is qualified in
its entirety by the more detailed information set forth under the caption
"Description of Capital Stock" contained elsewhere in this Prospectus.

<TABLE>
<S> <C>
Class A Common Stock offered by:
The Company . . . . . . . . . . . . . . . . . . . . 3,000,000 shares
Selling Stockholders . . . . . . . . . . . . . . . . 750,000 shares
---------
Total . . . . . . . . . . . . . . . . . . . 3,750,000 shares

Common Stock to be outstanding after the Common Stock Offering:
Class A Common Stock . . . . . . . . . . . . . . . . 3,750,000 shares
Class B Common Stock . . . . . . . . . . . . . . . . 5,420,630 shares
---------
Total . . . . . . . . . . . . . . . . . . . 9,170,630 shares

Preferred Stock to be outstanding after the
Common Stock Offering . . . . . . . . . . . . . . None.

Voting Rights Holders of the Class A Common Stock are
entitled to one vote per share and holders of
Class B Common Stock are entitled to 10 votes
per share. Except as required by law or
otherwise provided in the Amended Articles of
Incorporation (the "Articles of
Incorporation"), both classes will vote
together as one class on all matters generally
submitted to a vote of stockholders, including
the election of directors. Shares of Class B
Common Stock are convertible on a voluntary
basis into Class A Common Stock at any time on
a share-for-share basis and are automatically
so converted upon transfer (except to certain
persons), subject in each case to certain
procedures and restrictions. See "Description
of Capital Stock." The Class A Common Stock
and Class B Common Stock are referred to as the
"Common Stock." After the Common Stock
Offering, holders of Class B Common Stock will
control approximately 94% of the Common Stock
voting power.

Concurrent Offering . . . . . . . . . . . . . . . . . . . . . Concurrently with the Common Stock Offering,
the Company is offering $110.0 million
aggregate principal amount of its % Senior
Notes due 2006 (the "Notes"). For a
description of the material provisions of the
Notes, see "Description of Indebtedness -- The
Notes." The Common Stock Offering and the
Notes Offering are each conditioned on the
other being consummated.

Use of Proceeds . . . . . . . . . . . . . . . . . . . . . The Company intends to use the net proceeds
of the Offerings and a portion of the
availability under the Bank Credit Facility to
finance the Horizon Acquisition. See "Use of
Proceeds" and "Business -- The Horizon
Acquisition."

Nasdaq National Market Symbol . . . . . . . . . . . . . . . .
</TABLE>

6
<PAGE> 150
RISK FACTORS

Certain factors should be considered in connection with an investment
in the Class A Common Stock. See "Risk Factors."

7
<PAGE> 151
SUMMARY FINANCIAL AND OPERATING DATA
(DOLLARS IN THOUSANDS EXCEPT OPERATING DATA)

OTHER FINANCIAL DATA:
EBITDA(2) $4,451 $5,950 $8,401 $21,265 $6,924 $14,081
</TABLE>

<TABLE>
<CAPTION>
HISTORICAL PRO FORMA(1)
AS OF AS OF
JUNE 30, 1996 JUNE 30, 1996
------------- -------------
<S> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Working capital $ 3,484 $ 6,265
Net fixed assets 22,430 43,267
Total assets 80,181 342,539
Long-term debt 70,500 297,488
Total liabilities 74,695 305,929
Shareholders' Equity 5,485 36,610

Selected Operating Data:
Existing Systems(3)
Ending Subscribers 18,037 24,124 44,665
Penetration (4) 2.5% 3.3% 4.4%
Churn (5) 1.3% 1.5% 1.4%
Subscriber revenue per
average subscriber $52 $46 $44
Selling & marketing costs per
gross additional subscriber $356 $347 $419

HORIZON SYSTEMS (3)
Ending Subscribers 9,530 17,188 33,226
Penetration (4) 0.9% 1.6% 2.4%
Churn (5) n/a 1.0% 1.1%
Subscriber revenue per
average subscriber n/a $38 $36
Selling & market costs per
gross additional subscriber n/a $337 $328
</TABLE>

n/a - Information not available

(1) The unaudited pro forma statement of operations data and EBITDA for the
year ended December 31, 1995 and the six months ended June 30, 1996
include the historical operations of the Company and give effect to the
following as if they occurred as of January 1, 1995, (i) the Erie
Acquisition, (ii) the Horizon Acquisition, (iii) the Offerings, (iv) the
repayment of existing debt, (v) the borrowings under the Bank Credit
Facility, and (vi) the corporate restructuring of the Company.

The unaudited pro forma balance sheet data as of June 30, 1996 includes
the historical accounts of the Company and gives effect to the following
as if they occurred as of June 30, 1996, (i) the Horizon Acquisition, (ii)
the Offerings, (iii) the repayment of existing debt, (iv) the

8
<PAGE> 152
borrowings under the Bank Credit Facility, (v) the corporate restructuring
of the Company, and (vi) the termination of Subchapter S status of the
predecessor corporations for federal and state income tax purposes. The
unaudited pro forma condensed consolidated financial information gives
effect to the Erie and Horizon Acquisitions under the purchase method of
accounting.

(2) EBITDA means income before interest expense, income tax expense,
depreciation and amortization expense, minority interest and other non-cash
expenses. EBITDA is not intended to represent cash flows from operating
activities, as determined in accordance with generally accepted accounting
principles, nor has it been presented as an alternative to operating
income as an indicator of operating performance and should not be
considered as a substitute for measures of performance prepared in
accordance with generally accepted accounting principles.

(3) Existing Systems, which include the Company on a historical basis and Erie
Cellular Telephone Company, represent certain operating data for the years
ended December 31, 1993, 1994 and 1995. Horizon Systems, include certain
operating data for the Horizon Companies for the years ended December 31,
1993, 1994 and 1995.

(4) Represents the ratio of ending subscribers to total Pops of system.

(5) Represents the average of the monthly churn rates during the periods
presented. Churn equals the ratio of disconnected monthly subscribers to
average monthly subscribers.

9
<PAGE> 153
RISK FACTORS

LEVERAGE AND ABILITY TO MEET REQUIRED DEBT SERVICE

CONTROL OF THE COMPANY

After completion of the Offerings, holders of Class B Common Stock will
own approximately 59% of the Company's outstanding Common Stock and will
control approximately 94% of the Company's voting power. Accordingly, the
holders of the Class B Common Stock will be able, without the specific approval
of the holders of the Class A Common Stock stockholders, to (i) elect all of
the Company's directors and thereby have the power to determine the amount and
timing of dividends paid, if any, with respect to the Common Stock and
otherwise control the management and operations of the Company and the outcome
of all matters submitted for a stockholder vote, (ii) vote to amend the
Company's Restated Articles of Incorporation (the "Articles of Incorporation")
or vote to approve a merger, sale of assets, or other major corporate
transaction, and (iii) vote to defeat any non-negotiated takeover attempt. In
addition, there are various measures included in the Company's Articles of
Incorporation and Code of Regulations which may have the effect of discouraging
non-negotiated takeover attempts of the Company. See "Description of Capital
Stock."

BUSINESS RISKS ASSOCIATED WITH THE HORIZON ACQUISITION

The Company has filed applications seeking FCC approval to assign each of
the licenses to be acquired by the Company as part of the Horizon Acquisition.
The Company may consummate such acquisition after the FCC grants the
applications, but prior to the time the FCC grants are no longer subject to
reconsideration or review. If the Company consummates such Acquisition prior
to the time the grants become final orders, there can be no assurance that any
or all such grants will not be reconsidered, reviewed or revoked. In the event
any such grant is revoked, the Company could be required to refile its
applications, rescind the acquisition or otherwise dispose of the licenses
acquired pursuant to the Horizon Acquisition.

COMPETITION

10
<PAGE> 154
license area and the Company expects there will continue to be competition from
the other licensee authorized to serve each cellular market in which the
Company operates. Competition for subscribers between cellular licensees in a
given license area is based principally upon the services and enhancements
offered, the technical quality of the cellular system, customer service, system
coverage and capacity and price.

RAPID TECHNOLOGICAL CHANGES

DEPENDENCE ON KEY PERSONNEL

The Company's businesses are managed by a small number of management and
operating personnel, the loss of certain of whom could have a material adverse
effect on the Company. The Company believes that its ability to manage its
planned growth successfully will depend in large part on its continued ability
to attract and retain highly skilled and qualified personnel. Each of the
Company's key executives will enter into written employment agreements with the
Company. See "Management."

RELIANCE ON USE OF THIRD-PARTY SERVICE MARK

The Company intends to continue to use the registered service mark
CELLULAR ONE(R) to promote the services it offers in all of its license areas,
including the Horizon Systems. The Company's use of this service mark is
governed by five-year contracts between the Company and Cellular One Group, the
owner of the service mark. Such contracts expire on various dates and each is
renewable at the option of the Company for three additional five-year terms,
subject to the attainment of certain customer satisfaction ratings. See
"Business -- Service Marks." Under these agreements, the Company must meet a
consistent set of operating and service quality standards for its systems. If
these agreements are not renewed upon expiration or if the Company fails to
meet the applicable operating or service quality standards, the Company's
ability both to attract new subscribers and retain existing subscribers could
be impaired. The Company does not anticipate any difficulty in obtaining
renewal of its agreements with Cellular One Group or in continuing to meet such
standards. Recently, McCaw/AT&T Wireless, which had been the single largest
user of the CELLULAR ONE(R) name, has significantly reduced its use of the
brand name as a primary service mark. If for this or some other reason beyond
the Company's control, the name CELLULAR ONE(R) were to suffer diminished
marketing appeal, the Company's ability both to attract new subscribers and
retain existing subscribers could be materially impaired.

NO PRIOR PUBLIC MARKET; POSSIBLE VOLATILITY OF STOCK PRICE

Prior to the Common Stock Offering, there has been no public market for
shares of the Class A Common Stock. The initial public offering price for the
Class A Common Stock will be determined by negotiations between the Company and
the representatives of the Underwriters and may bear no relationship to the
price at which the Class A Common Stock will trade after completion of the
Common Stock Offering. See "Underwriting." In addition, the trading price of
the

11
<PAGE> 155
Class A Common Stock could be subject to significant fluctuations in response
to variations in quarterly operating results, general conditions in the
cellular industry and other factors.

POTENTIAL FOR ADVERSE REGULATORY CHANGE AND THE NEED FOR REGULATORY APPROVALS

The licensing, construction, operation, acquisition and sale of cellular
systems, as well as the number of cellular and other wireless licensees
permitted in each market, are regulated by the FCC. Changes in the regulation
of cellular activities and other wireless carriers or the loss of any license
could have a material adverse effect on the Company's operations. In addition,
all cellular licenses in the United States are subject to renewal upon
expiration of their initial 10-year term. The Company's Youngstown, OH MSA
cellular license expired in 1995 and was renewed by the FCC in due course. The
Company's Sharon, PA MSA, Erie, PA MSA and OH-11 RSA initial licenses expire in
1996, 1998 and 2001, respectively. The licenses for PA-6 and PA-7 both expire
on October 1, 2000 and the licenses for PA-1 and NY-3 expire one year later. In
each case the Company will apply for renewal of its license, and while the
Company believes that each of these licenses will be renewed based upon FCC
rules establishing a presumption in favor of licensees that have complied with
their regulatory obligations during the initial license period, there can be no
assurance that all of the Company's licenses will be renewed. See "Business --
Regulatory Overview."

FLUCTUATIONS IN MARKET VALUE OF LICENSES

A substantial portion of the Company's assets consist of the Subsidiary's
interests in cellular licenses. The future value of the Company's interest in
its cellular licenses will depend significantly upon the success of the
Company's business. While there is a current market for the Company's
licenses, such market may not exist in the future or the values obtainable may
be significantly lower than at present. The transfer of interests in such
licenses is also subject to prior FCC approval. As a consequence, there can be
no assurance that the proceeds from the liquidation or sale of the Company's
assets would be sufficient to pay the Company's obligations and a significant
reduction in the value of the licenses could require a charge to the Company's
results of operations.

EQUIPMENT FAILURE AND NATURAL DISASTER

Although the Company carries "business interruption" insurance, a major
equipment failure or a natural disaster affecting the Company's central
switching office, its microwave links or certain of its cell sites could have a
material adverse effect on the Company's operations.

RADIO FREQUENCY EMISSION CONCERNS

Media reports have suggested that certain radio frequency ("RF") emissions
from portable cellular telephones may be linked to cancer. Concerns over RF
emissions may have the effect of discouraging the use of cellular telephones,
which could have a material adverse effect on the Company's business. The FCC
has a rulemaking proceeding pending to update the guidelines and methods it
uses for evaluating RF emissions from radio equipment, including cellular
telephones. While the proposal would impose more restrictive standards on RF
emissions from low power devices such as portable cellular telephones, it is
believed that all cellular telephones currently marketed and in use by the
Company's customers already comply with the proposed new standards.

SHARES ELIGIBLE FOR FUTURE SALE

Sales of substantial amounts of Class A Common Stock after the Common
Stock Offering could adversely affect the market price of the Class A Common
Stock. The existing stockholders will hold 5,420,630 shares of Class B Common
Stock, which may be converted to Class A Common Stock on a share-for-share
basis and a decision by one or more of holders of the Class B Common Stock to
convert its Class B Common Stock to Class A Common Stock and sell its shares
could have a material adverse effect on the market price of the Class A Common
Stock. Following the expiration of certain 180 day lock-up agreements,
substantially all of the shares owned by the existing stockholders who are not
affiliates of the Company will be eligible for immediate sale in the public
market and those held by affiliates will be eligible for sale in the public
markets in compliance with Rule 144 under the Securities Act. See "Principal
and Selling Stockholders" and "Shares Eligible for Future Sale."

12
<PAGE> 156
ABSENCE OF DIVIDENDS

The Company does not anticipate declaring or paying any cash dividends on
the Class A Common Stock following the Offerings. Certain covenants of the
Indenture will restrict the payment of cash dividends on the Common Stock.
Future dividend policy will depend on the Company's earnings, capital
requirements, financial condition and other factors considered relevant by the
Company's Board of Directors. See "Dividend Policy."

DILUTION

Investors purchasing shares of Class A Common Stock offered hereby will
incur immediate and substantial dilution of $39.13 in the net tangible book
value per share of the Class A Common Stock. See "Dilution."

13
<PAGE> 157
USE OF PROCEEDS

The net proceeds to be received by the Company from the issuance and sale
of Class A Common Stock are estimated to be approximately $32.9 million (after
estimated fees and expenses of approximately $3.1 million). The Company
intends to use such net proceeds, along with a portion of the proceeds from the
Notes Offering and the Bank Credit Facility, to finance the Horizon
Acquisition. See "Business -- The Horizon Acquisition."

SOURCES AND USES OF FUNDS
(IN THOUSANDS)

<TABLE>
<S> <C>
SOURCES:
Bank Credit Facility $ 187,488
Notes Offering 110,000
Common Stock Offering 36,000
----------
Total sources $ 333,488
=========

USES:
Acquisition of Horizon Systems $ 250,000
Purchase of Horizon net current assets 2,468
Repayment of long-term bank debt 70,500
Estimated fees and expenses related to the
Offerings and Bank Credit Facility 10,520(1)
----------
Total uses $ 333,488
=========
</TABLE>

(1) Represents estimates of $4,425 for underwriting and other expenses related
to the Notes Offering, $3,095 for underwriting and other expenses related
to the Common Stock Offering and $3,000 for fees related to the Bank
Credit Facility.

DIVIDEND POLICY

The indenture governing the Notes (the "Indenture") restricts the payment
of cash dividends on the Class A Common Stock. The Company currently intends
to retain earnings for use in its business and does not anticipate paying any
cash dividends on its Class A Common Stock for the foreseeable future. Future
dividend policy will depend on the Company's earnings, capital requirements,
financial condition and other factors considered relevant by the Company's
Board of Directors.

14
<PAGE> 158
DILUTION

As of June 30, 1996, the Company had a net tangible book deficit of
$(44,875,000) or $(7.27) per share of Class B Common Stock based upon 6,170,630
shares of Common Stock outstanding. The net tangible book value per share is
determined by dividing the net tangible book value of the Company (total
tangible assets less total liabilities) on such date by the number of shares of
Common Stock outstanding as of such date. After giving effect to the Horizon
Acquisition, the Notes Offering and the Common Stock Offering, (assuming the
Underwriters' over-allotment option is not exercised), assuming a public
offering price of $12.00 per share of Class A Common Stock, and after deducting
underwriting discounts and commissions, and estimated Common Stock Offering
expenses to be paid by the Company, the Company's pro forma net tangible book
deficit as of June 30, 1996 would have been $(248,801,000) or $(27.13) per
share of Common Stock. This represents an immediate increase in the net
tangible book deficit of $(19.86) per share to existing shareholders and
immediate dilution of $39.13 per share to new investors purchasing shares in
the Common Stock Offering. The following table illustrates this per share
dilution:

<TABLE>
<S> <C> <C>
Assumed Common Stock Offering price per share(1) $12.00

Consolidated net tangible book deficit per share before the
Horizon Acquisition and the Common Stock Offering(2) $(7.27)

Increase in net tangible book deficit per share attributable to
the
Horizon Acquisition:
Cellular licenses (37.14)
Deferred financing costs (1.24)
-------
(38.38)

Decrease in net tangible book deficit per share attributable to
payments by new investors. 18.52
------

Pro forma consolidated net tangible book deficit per share after the
Common Stock Offering (27.13)
--------
Dilution per share to purchasers of Class A Common Stock in the
Offering(3) $39.13
=======
</TABLE>

- ----------------
(1) Before deducting the underwriting discounts and commissions and offering
expenses to be paid by the Company.

(2) "Consolidated net tangible book deficit per share" represents the
historical amount of total assets less total liabilities, adjusted to
exclude intangible assets of $50,361,000, consisting of cellular licenses
and deferred financing costs, divided by the 6,170,630 pro forma shares of
Class B Common Stock outstanding before the offering.

(3) Dilution is the difference between pro forma consolidated net tangible
book deficit per share after the offering and the amount of cash paid by
new investors for a share of Class A Common Stock.

(4) The foregoing table excludes 500,400 shares of Class A Common Stock which
underlie the options granted under the Company's 1996 Stock Option Plan.

15
<PAGE> 159
CAPITALIZATION

The following table sets forth the unaudited capitalization of the Company
as of June 30, 1996 on (i) an actual basis and (ii) on a pro forma basis after
giving effect to the Horizon Acquisition, the Offerings, repayment of the
existing debt, borrowings under the Bank Credit Facility and the other
transactions described herein under "Unaudited Pro Forma Condensed Consolidated
Financial Data." This table should be read in conjunction with the combined
financial statements of the Company, including the notes thereto, and the
"Unaudited Pro Forma Condensed Consolidated Financial Data" and notes thereto,
included elsewhere herein.

<TABLE>
<CAPTION>
AS OF JUNE 30, 1996
---------------------------------
(DOLLARS IN THOUSANDS)

PRO FORMA
ACTUAL AS ADJUSTED
------ -------------
<S> <C> <C>
Long-term debt $ 70,500
Bank Credit Facility $ 187,488
Senior Notes due 2006 110,000
--------- ----------
Total long-term debt 70,500 297,488

Shareholders' equity:(2)
Common stock 1,331 92(1)
Additional paid-in capital 3,920 38,165
Treasury stock (1,719)
Retained earnings (deficit) 1,953 (1,647)
--------- ----------
Total shareholders' equity 5,485 36,610
--------- ----------
Total capitalization $ 75,985 $ 334,098
========= ==========
</TABLE>

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

(1) Consists of Class A Common Stock, $0.01 par value per share: 60,000,000
shares authorized; pro forma - 3,750,000 shares issued and outstanding;
Class B Common Stock, $0.01 par value per share: 10,000,000 shares
authorized; pro forma - 5,420,630 shares issued and outstanding.

(2) Excludes options to purchase 500,400 shares of Class A Common Stock
granted under the 1996 Stock Option Plan, none of which are presently
exercisable.

16
<PAGE> 160
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL DATA

The following unaudited pro forma condensed consolidated balance sheet as
of June 30, 1996 includes the historical accounts of the Company and gives
effect to the following as if they occurred as of June 30, 1996, (i) the
Horizon Acquisition, (ii) the Offerings, (iii) the repayment of existing debt,
(iv) the borrowings under the Bank Credit Facility, (v) the corporate
restructuring of the Company and (vi) the termination of Subchapter S status of
the predecessor corporations for federal and state income tax purposes. The
unaudited pro forma condensed consolidated financial information gives effect
to the Erie and Horizon Acquisitions under the purchase method of accounting
and to the assumptions in the accompanying notes.

The unaudited pro forma condensed consolidated balance sheet at June 30,
1996 and statements of operations for the year ended December 31, 1995 and six
months ended June 30, 1996 have been prepared by the Company based in part on
information provided by (i) AT&T Wireless (former majority owner of Erie) for
periods prior to the consummation of the Erie Acquisition in September 1995
with respect to the historical results of operations of Erie (as a whole) and
(ii) the Horizon Companies for periods prior to the consummation of the Horizon
Acquisition planned for September 1996 with respect to the historical results
of the operations and balance sheet of the Horizon Companies. The related pro
forma adjustments have been prepared by the Company's management based on its
assumptions and using the best available information provided by AT&T Wireless
and the Horizon Companies.

17
<PAGE> 161
SYGNET WIRELESS, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1995
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
PRO FORMA
ERIE ADJUSTMENT FOR
ACQUISITION ERIE PRO FORMA
HISTORICAL HISTORICAL(a) ACQUISITION COMBINED
---------- ------------- ----------- ----------
<S> <C> <C>

REVENUE
Cellular services $21,610 $4,638 $26,248
Equipment sales 1,529 916 2,445
Other 1,681 -- 1,681
------- ------ -------
TOTAL REVENUE 24,820 5,554 30,374

COSTS AND EXPENSES
Cost of cellular services 3,366 1,367 4,733
Cost of equipment sold 4,164 887 5,051
General and administrative 4,572 1,273 $ (772)(b) 5,073
Selling and marketing 4,317 1,634 (161)(c) 5,790
Depreciation and
amortization 3,487 362 1,054 (d) 4,903
------- ------ ------- -------
TOTAL COSTS AND EXPENSES 19,906 5,523 121 25,550

INCOME FROM OPERATIONS 4,914 31 (121) 4,824

OTHER
Interest expense, net 2,613 2,613
Other 351 351
------- ------ ------- -------
TOTAL OTHER 2,964 2,964
------- ------ ------- -------

NET INCOME (LOSS)(1) $ 1,950 $ 31 $ (121) $ 1,860
======= ====== ======= =======

PRO FORMA NET LOSS PER SHARE

NUMBER OF SHARES USED TO COMPUTE PRO FORMA PER SHARE DATA

</TABLE>

<TABLE>
<CAPTION>
PRO FORMA PRO FORMA
ADJUSTMENTS FOR THE HORIZON ADJUSTMENTS
OFFERINGS AND BANK COMPANIES FOR HORIZON PRO FORMA
CREDIT FACILITY HISTORICAL(g) ACQUISITION AS ADJUSTED
------------------ ------------- ----------- -----------
<S> <C> <C>

REVENUE
Cellular services $24,348 $ 50,596
Equipment sales 1,664 4,109
Other 429 2,110
------- -----------
TOTAL REVENUE 26,441 56,815

COSTS AND EXPENSES
Cost of cellular services 3,411 8,144
Cost of equipment sold 2,637 7,688
General and administrative 4,901 $ (150)(h) 9,824
Selling and marketing 4,104 9,894
Depreciation and
amortization $ 635(e) 6,816 1,865(i) 14,219
---------- ------ -------- -----------
TOTAL COSTS AND EXPENSES 635 21,869 1,715 49,769

INCOME FROM OPERATIONS (635) 4,572 (1,715) 7,046

OTHER
Interest expense, net 24,440(f) 3,996 (3,996)(j) 27,053
Other 351
---------- ------- -------- -----------
TOTAL OTHER 24,440 3,996 (3,996) 27,404
---------- ------- -------- -----------

NET INCOME (LOSS)(1) $ (25,075) $ 576 $ 2,281 $ (20,358)
========== ======= ======== ===========

PRO FORMA NET LOSS PER SHARE $ (2.22)
===========

NUMBER OF SHARES USED TO COMPUTE PRO FORMA PER SHARE DATA 9,170,630
============
</TABLE>

18
<PAGE> 162
SYGNET WIRELESS, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 1996
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
PRO FORMA PRO FORMA
ADJUSTMENTS FOR THE HORIZON ADJUSTMENTS PRO FORMA
OFFERINGS AND BANK COMPANIES FOR HORIZON AS
HISTORICAL CREDIT FACILITY HISTORICAL (g) ACQUISITION ADJUSTED
---------- --------------- ---------- ----------- --------

REVENUE
Cellular services $15,815 $14,504 $ 30,319
Equipment sales 743 893 1,636
Other 756 180 936
------- ------- ---------
TOTAL REVENUE 17,314 15,577 32,891

COSTS AND EXPENSES
Cost of cellular services 2,331 2,038 4,369
Cost of equipment sold 2,003 1,443 3,446
General and administrative 3,200 2,828 $(75)(h) 5,953
Selling and marketing 2,856 2,186 5,042
Depreciation and
amortization 2,483 $ 307(e) 3,918 679(i) 7,387
------- --------- ------- ------- ---------
TOTAL COSTS AND EXPENSES 12,873 307 12,413 604 26,197

INCOME FROM OPERATIONS 4,441 (307) 3,164 (604) 6,694

OTHER
Interest expense, net 2,633 10,908(f) 1,796 (1,796)(j) 13,541
Other 348 348
------- --------- ------- ------- ---------
TOTAL 2,981 10,908 1,796 (1,796) 13,889
------- --------- ------- ------- ---------

NET INCOME (LOSS)(1) $ 1,460 $(11,215) $ 1,368 $1,192 $ (7,195)
======= ========= ======= ======= =========

PRO FORMA NET LOSS PER SHARE $ (0.78)
==========

NUMBER OF SHARES USED TO
COMPUTE PRO FORMA PER SHARE DATA 9,170,630
==========
</TABLE>

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

(1) The pro forma statements of operations for the year ended December
31, 1995 and six months ended June 30, 1996 do not include a tax
benefit related to the pro forma losses. Such losses would be
carried forward and their realization would be dependent upon future
taxable income.

19
<PAGE> 163
SYGNET WIRELESS, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
JUNE 30, 1996
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>

PRO FORMA
ADJUSTMENTS
FOR THE
OFFERINGS
HORIZON AND BANK
COMPANIES CREDIT PRO FORMA
HISTORICAL HISTORICAL(m) FACILITY AS ADJUSTED
<S> <C> <C> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents $ 1,661 $ 1,019 $ (1,019)(n) $ 1,661
Accounts receivable 4,755 5,574 10,329
Inventory 738 397 1,135
Prepaid expenses and deferred
tax assets 550(k) 185 735
--------- -------- --------- --------
Total current assets 7,704 7,175 (1,019) 13,860
Property and equipment -- net 22,430 20,837 43,267
Cellular licenses -- net 48,824 90,289 138,874(m)(o) 277,987
Deferred financing costs 1,537 5,888(p) 7,425
--------- -------- --------- --------
TOTAL ASSETS $80,495 $118,301 $143,743 $342,539
========= ======== ========= ========

LIABILITIES & SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable $ 913 $1,446 $2,359
Other current liabilities 822 694 1,516
Accrued expenses 2,172 1,548 3,720
--------- -------- --------
Total current liabilities 3,907 3,688 7,595
Deferred tax liability 557(l) 557
Long-term debt 70,500 31,981 195,007(q) 297,488
Other long-term liabilities 289 289
--------- --------
Total liabilities 75,253 35,669 195,007 305,929
Shareholders' equity 5,242 82,632 (51,264)(r) 36,610
--------- -------- --------- --------
TOTAL LIABILITIES & SHAREHOLDERS'
EQUITY $80,495 $118,301 $143,743 $342,539
========= ======== ========= ========
</TABLE>

20
<PAGE> 164
NOTES TO UNAUDITED PRO FORMA CONDENSED
CONSOLIDATED FINANCIAL DATA
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
Year ended Six months ended
December 31, 1995 June 30, 1996
----------------- ----------------
<S> <C> <C> <C>
(a) Represents the results of operations of Erie Cellular Telephone
Company ("Erie") for the period from January 1, 1995 through
September 29, 1995. Erie was acquired from AT&T Wireless on
September 29, 1995.

(b) General and administrative expenses have been adjusted to eliminate
certain corporate costs charged by AT&T Wireless to Erie during the
period from January 1, 1995 through September 29, 1995 that were not
incurred subsequent to the Erie Acquisition. $(772)

(c) Selling and marketing expenses have been adjusted to eliminate certain
corporate costs charged by AT&T Wireless to Erie during the period
from January 1, 1995 through September 29, 1995 that were not incurred
subsequent to the Erie Acquisition. $(161)

(d) Represents incremental amortization and depreciation for the period
from January 1, 1995 through September 29, 1995 due to (i) the
application of purchase accounting resulting from increases in the
basis of intangible assets and (ii) the upgrade of certain property
and equipment in the Erie Acquisition. Intangible assets include
cellular licenses that are amortized over 40 years. Property and
equipment includes cell site equipment that is depreciated over 5 to
12 years.

Eliminate historical amortization expense related to cellular
licenses $(171)

Amortization of cellular licenses 755

Depreciation of new cell site equipment 470
--------

$ 1,054
=======
(e) Represents the amortization of estimated deferred financing costs
resulting from the (i) sale of the Notes, (ii) borrowings under the
Bank Credit Facility and (iii) elimination of historical amortization
relating to the repayment of existing debt. Deferred financing costs
are amortized over the life of the related debt.

Amortization of deferred financing costs related to the sale
of the Notes $443 $ 222

Amortization of deferred financing costs related to
borrowings under the Bank Credit Facility 375 188

Elimination of amortization of deferred financing costs
related to existing debt (183) (103)
-------- ----------
$ 635 $ 307
======= =======

(f) Represents the net effect on interest expense resulting from (i) the
sale of the Notes assuming an interest rate of 11% per annum,
(ii) borrowings of $187.5 million under the Bank Credit Facility with
a variable interest rate (assumed to be 8% per annum) and
(iii) elimination of historical interest expense relating to the
repayment of existing debt.

Interest expense related to the sale of the Notes $12,100 $ 6,050

Interest expense related to borrowings under the Bank Credit
Facility 15,000 7,500

Elimination of historical interest expense on existing debt (2,660) (2,642)
-------- ---------
$24,440 $10,908
======= =======

If the interest rate on the variable rate Bank Credit Facility were to
change by 1/8 of one percent, interest expense would change by
approximately $234 for the year ended December 31, 1995 and $117 for
the six months ended June 30, 1996.

(g) Represents the results of operations of the Horizon Companies for the
year ended December 31, 1995 and six months ended June 30, 1996 plus
the results of operations of AMC Cellular Associates (Indiana, PA-7
RSA) for the period from January 1, 1995 through June 15, 1995. The
Horizon Companies acquired the operating license and certain operating
assets and liabilities of PA-7 on June 15, 1995.

(h) General and administrative expenses have been adjusted to eliminate
certain corporate costs charged to the Horizon Companies that will not
be incurred subsequent to the Horizon Acquisition. $ (150) $ (75)
======== ========
</TABLE>

21
<PAGE> 165
<TABLE>
<CAPTION>
Year ended Six months ended
December 31, 1995 June 30, 1996
----------------- ----------------
<S> <C> <C> <C>

(i) Represents the incremental amortization due to the application of
purchase accounting resulting from an increase in the basis of
intangible assets in the Horizon Acquisition. Intangible assets
include cellular licenses and customer lists that are amortized over
40 and 5 years, respectively.

Eliminate historical amortization expense related to cellular
licenses and customer lists $(3,860) $(2,184)

Amortization of cellular licenses and customer lists 5,725 2,863
-------- --------

$1,865 $ 679
======== ========

(j) Represents the elimination of historical interest expense as a result
of debt not assumed as part of the Horizon Acquisition. ($3,996) ($1,796)
======== ========
</TABLE>

For the purposes of determining the pro forma effect of the transactions
described in the previous pages on the Company's Unaudited Pro Forma Condensed
Consolidated Balance Sheet as of June 30, 1996, the following adjustments have
been made:
<TABLE>
<CAPTION>
As of June 30, 1996
-------------------
<S> <C> <C>
(k) Prepaid expenses and deferred tax assets include a pro forma
adjustment for a deferred tax asset to be recorded as a result of the
termination of Subchapter S status for federal and state income tax
purposes assuming it occurred as of June 30, 1996. Before this
adjustment, prepaid expenses and deferred tax assets totaled $236.
Deferred tax assets are primarily attributable to certain accrued
expenses. $314
====

(l) Represents the deferred tax liability to be recorded as a result of
the pro forma adjustment for a termination of Subchapter S status for
federal and state income tax purposes assuming it occurred as of June
30, 1996. The deferred tax liability is primarily attributable to
accelerated methods of depreciation for income tax purposes. $557
====
(m) Reflects adjustments to assets acquired and liabilities assumed of the
Horizon Companies based on their estimated fair values under the
purchase method of accounting. The allocation of the aggregate
purchase cost below is preliminary and assumes the historic net book
value of tangible assets approximates their fair value. The actual
allocation will be based on management's final evaluation of such
assets and liabilities. Some portion of the excess of purchase cost
over the historical cost of the net assets acquired may ultimately be
allocated to specific tangible and intangible assets and liabilities.
The final allocation of purchase cost and the resulting effect on net
income may differ significantly from the pro forma amounts included
herein.

(n) Represents the net adjustment to cash and cash equivalents as a result
of the following:

Proceeds from sale of the Notes $110,000

Net proceeds to the Company from the Common Stock Offering
(estimated offering expenses include the underwriting
discount and commissions of $2,520 and other expenses of
$575) 32,905

Proceeds from borrowings under the Bank Credit Facility 187,488

Purchase of net current assets of the Horizon Companies
(exclusive of cash), using June 30, 1996 amounts (2,468)

Acquisition of the Horizon Companies (250,000)

Payment of deferred financing costs related to the sale of
the Notes and borrowings under the Bank Credit Facility (7,425)

Repayment of existing debt (70,500)

Cash not acquired in connection with the Horizon Acquisition (1,019)
----------

$ (1,019)
==========

(o) Represents the net increase in cellular licenses and customer lists
due to the application of purchase price accounting for assets to be
acquired in the Horizon Acquisition.

Elimination of historical cellular licenses and customer
lists $ (90,289)

Fair value of cellular license and customer lists to be
acquired as a result of the Horizon Acquisition 229,163
----------

$ 138,874
=========
</TABLE>

22
<PAGE> 166
<TABLE>
<CAPTION>
As of
June 30, 1996
-------------
<S> <C> <C>

(p) Represents the net adjustment to deferred financing costs as a result
of:

Deferred financing costs related to the sale of the Notes $4,425

Deferred financing costs related to borrowings under the Bank
Credit Facility 3,000

Estimated non-recurring write-off of previously capitalized
deferred financing costs as of June 30, 1996 as a result of
the repayment of existing debt (1,537)
------

$5,888
======
(q) Represents the net effect on long-term debt resulting from:

Sale of the Notes $110,000

Borrowings under the Bank Credit Facility 187,488

Repayment of existing debt (70,500)

Elimination of Horizon Companies debt not assumed as part of
the Horizon Acquisition (31,981)
--------

$195,007
========

(r) Represents the net adjustment to shareholders' equity as a result of:

The proceeds from the sale of Class A Common Stock net of
underwriting discounts and commissions of $2,520 and other
expenses of $575 based on an assumed initial public offering
price of $12.00 per share $32,905

Elimination of net equity in connection with pending Horizon
Acquisition (82,632)

Represents the effect on shareholders' equity of an expected
non-recurring charge in connection with the write-off of
deferred financing costs associated with the retirement of
existing debt (1,537)
---------
$(51,264)
========
</TABLE>

23
<PAGE> 167
SELECTED FINANCIAL DATA
THE COMPANY

The following selected financial data are derived from the combined
historical financial statements of the Company for periods subsequent to
December 31, 1992. The financial statements for the three years ended December
31, 1995 have been audited by Ernst & Young LLP, independent auditors.
Prior to December 31, 1992, the Company's Selected Financial Data does not
include the selected financial data of Wilcom Corporation, which consists of
paging operations. Prior to such date, the operations of Wilcom Corporation
were not significant and would not impact comparability of the financial data.
The financial statements for the two years ended December 31, 1992 have been
audited by other independent auditors. The financial data for the six month
periods ended June 30, 1996 and 1995 are derived from unaudited financial
statements. The unaudited financial statements include all adjustments,
consisting of normal recurring accruals, which the Company considers necessary
for a fair presentation of the financial position and the results of operations
for these periods. Operating results for the six months ended June 30, 1996
are not necessarily indicative of the results that may be expected for the
entire year ending December 31, 1996. The data should be read in conjunction
with the combined financial statements, related notes and other financial
information included herein.

<TABLE>
<CAPTION>
SIX MONTHS
YEAR ENDED DECEMBER 31, ENDED JUNE 30,
--------------------------------------------------------------- ----------------------

1991 1992 1993 1994 1995 1995 1996
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Total revenue $2,125 $11,561 $14,543 $18,114 $24,820 $10,858 $17,313
Cost of service 204 1,270 2,514 3,452 3,366 1,505 2,331
Cost of equipment sales 262 1,207 930 1,624 4,164 1,676 2,003
General and administrative 752 3,221 4,044 4,112 4,572 2,196 3,200
Sales and marketing 538 2,553 2,602 2,976 4,317 1,769 2,856
Depreciation and amortization 289 1,441 1,951 2,639 3,487 1,387 2,483
Operating income 82 1,869 2,500 3,311 4,914 2,326 4,441
Interest expense, net 192 888 652 964 2,613 829 2,633
Other expense, net (6) (114) (325) (626) (351) (111) (348)
Net income (loss) (116) 866 1,523 1,722 1,950 1,385 1,460

BALANCE SHEET DATA:
Working capital (deficit) $4,285 $1,756 $ 4 $(331) $1,880 $778 $3,484
Net fixed asset 8,355 9,276 11,127 14,084 21,049 16,448 22,430
Total assets 20,488 20,431 20,553 27,418 79,618 29,783 80,181
Long-term debt 13,774 12,064 10,928 18,264 69,500 22,414 70,500
Total liabilities 15,618 15,024 15,224 22,649 75,332 25,609 74,695
Shareholders' equity 4,869 5,407 5,329 4,769 4,286 4,174 5,485
</TABLE>

HORIZON COMPANIES

1993 1994 1995 1995 1996
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Total revenue $ 6,584 $14,908 $24,473 $ 9,758 $15,109
Cost of service 1,568 2,808 3,572 1,569 2,121
Cost of equipment sales 717 1,690 2,544 918 1,443
General and administrative 848 2,097 3,577 1,476 2,278
Selling 1,344 2,550 4,016 1,635 2,186
Depreciation and amortization 2,294 4,484 6,650 2,788 3,918
Operating income (loss) (186) 1,280 4,114 1,372 3,164
</TABLE>

24
<PAGE> 168
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND HISTORICAL RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction
with the Company's and the Horizon Systems' audited combined financial
statements and the notes thereto appearing elsewhere in this Prospectus. As a
result of the Erie Acquisition and the Horizon Acquisition, the Company's
operating results for the periods discussed may not be indicative of future
performance. The Horizon Systems' operating results exclude all corporate
charges and corporate overhead.

THE COMPANY'S HISTORICAL RESULTS OF OPERATIONS

SIX MONTHS ENDED JUNE 30, 1996 COMPARED TO SIX MONTHS ENDED JUNE 30, 1995

25
<PAGE> 169
YEAR ENDED DECEMBER 31, 1995 COMPARED TO YEAR ENDED DECEMBER 31, 1994

YEAR ENDED DECEMBER 31, 1994 COMPARED TO YEAR ENDED DECEMBER 31, 1993

26
<PAGE> 170
Depreciation and amortization increased to $2.6 million in 1994 from
$2.0 million in 1993 due to the depreciation on higher levels of fixed assets
purchased for system growth. Interest expense, net increased by 42.9% to $1.0
million for the year ended December 31, 1994 from $0.7 million in 1993
primarily associated with the purchase of a partnership interest as well as
borrowings for additional system expansion.

Other expense increased to $0.6 million in 1994 from $0.2 million in
1993 due to the write-off of obsolete subscriber equipment.

HORIZON SYSTEMS HISTORICAL RESULTS OF OPERATIONS

SIX MONTHS ENDED JUNE 30, 1996 COMPARED TO SIX MONTHS ENDED JUNE 30, 1995

27
<PAGE> 171
YEAR ENDED DECEMBER 31, 1995 COMPARED TO YEAR ENDED DECEMBER 31, 1994

Total revenues and sales increased 64.4% to $24.5 million for the year
ended December 31, 1995 from $14.9 million in 1994. Of this increase, $5.2
million was due to an increase in subscriber revenues, $3.9 million was due to
an increase in roaming revenues and $0.5 million was due to an increase in
equipment sales. The growth in subscriber revenues was due primarily to the
growth in number of subscribers associated with continued internal expansion as
well as the acquisition of PA-2 and PA-7. The growth in roaming revenues was
due primarily to increased coverage of the licensed service area through the
addition of cell sites as well as the acquisition of PA-2 and PA-7. The growth
in equipment sales was due primarily to the increase in the number of
subscribers as noted above, somewhat offset by continued decreases in cellular
telephone equipment prices.

YEAR ENDED DECEMBER 31, 1994 COMPARED TO YEAR ENDED DECEMBER 31, 1993

28
<PAGE> 172
General and administrative expenses more than doubled to $2.1 million
(14.1% of total revenues and sales) for the year ended December 31, 1994 from
$0.8 million (12.1% of total revenues and sales) in 1993. The increase was due
primarily to the increase in the number of systems in operation throughout
1994.

Selling expenses doubled to $2.6 million (17.4% of total revenues and
sales) for the year ended December 31, 1994 from $1.3 million (19.7% of total
revenues and sales) in 1993. The increase was due primarily to the increase in
the number of systems in operation as well as the growth in number of
subscribers added.

Depreciation and amortization increased to $4.5 million for the year
ended December 31, 1994 from $2.3 million in 1993. The increase was primarily
the result of amortization of license costs.

LIQUIDITY AND CAPITAL RESOURCES

EFFECT OF NEW ACCOUNTING STANDARDS

In March 1995, the Financial Accounting Standards Board ("FASB")
issued SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed Of, which will require the Company to review
for the impairment of long-lived assets and certain identifiable intangibles to
be held and used by the Company when events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable. The
Company adopted the provisions of SFAS No. 121 effective January 1, 1996. The
impact of adopting SFAS No. 121 did not have a material effect on the Company's
combined financial position or results of operations.

INFLATION

The Company does not believe that inflation has had a significant
impact on the Company's consolidated operations.

29
<PAGE> 173
BUSINESS

GENERAL

Upon consummation of the Horizon Acquisition, the Company will own and
operate cellular telephone systems serving one large cluster with approximately
2.4 million Pops in northeastern Ohio, western Pennsylvania and western New
York. The Horizon Acquisition will add the five Horizon System RSAs to the
Existing Systems (three MSAs and one RSA), providing the Company with
approximately 78,000 subscribers. The Company's cellular systems are located
in Youngstown, Ohio and Erie, Pennsylvania and in primarily suburban and rural
areas between the Cleveland, Akron-Canton, Pittsburgh, Buffalo and Rochester
metropolitan areas. The Company believes that its mix of suburban and rural
locations provides it with advantages over cellular operators in predominately
urban areas, including greater roaming revenue opportunities, lower
distribution costs and higher costs of entry for new competitors. The Company
has converted all of its Existing Systems to TDMA digital technology and will
selectively convert the more densely populated portions of the Horizon Systems
to digital technology in early 1997.

CORPORATE RESTRUCTURING

To facilitate implementation of its business strategy, the Company is
in the process of being restructured which restructuring will be completed
prior to consummation of the Offerings. Prior to the restructuring, SYGNET
Communications, Inc., is operating under a Close Corporation Agreement and S
corporation tax status. Its cellular business is operated through three
partnerships: Youngstown Cellular Telephone Company, Erie Cellular Telephone
Company and Wilcom Cellular, each of which has two other corporate partners --
Wilcom Corporation and Sharon-Youngstown Cellular, Inc. As a result of the
restructuring, SYGNET Communications, Inc. will be renamed Sygnet Wireless,
Inc. and will become a holding company with Sharon-Youngstown Cellular Inc.,
renamed Sygnet Communications, Inc., becoming its wholly-owned subsidiary and
operating company. The existence of the Youngstown Cellular Telephone Company,
Erie Cellular Telephone Company and Wilcom Cellular will automatically
terminate once all partnership interests are transferred to the Subsidiary,
which will occur prior to the Offerings. Completion of the restructuring is
contingent upon FCC approval of the transfer of the FCC licenses held by the
partnerships.

THE HORIZON ACQUISITION

Simultaneously with the closing of the Horizon Acquisition, the
Subsidiary of the Company will obtain secured financing from a number of
commercial lenders (the "Lenders") under the $300.0 million revolving Bank
Credit Facility. Up to approximately $117.0 million of the proceeds of these
loans will be used to pay part of the purchase price upon consummation of the
Horizon Acquisition and the remainder will be used for working capital
purposes, to refinance $70.5 million in existing debt and for system expansion.
See "Description of Bank Credit Facility."

The four contiguous Pennsylvania RSAs to be acquired from the Horizon
Companies include 880,100 Pops and cover over 10,243 square miles in western
Pennsylvania. The New York system represents 485,200 Pops and covers over
5,882 square miles in the western portion of the state. When combined with the
Existing Systems, the Company will serve one large cluster representing
approximately 2.4 million Pops and covering 19,164 square miles. Pittsburgh
and Erie, Pennsylvania; Buffalo, Elmira and Rochester, New York; and Cleveland,
Akron, Canton and Youngstown, Ohio are the major urban centers encompassed by
or bordering on the Company's service area. The PA-2 RSA, which represents
89,400 Pops, currently operates under an IOA pending the FCC's final
determination of the qualifications of

30
<PAGE> 174
the initial lottery winner to hold the permanent license for the PA-2 RSA and
the new licensee commences operations. While the Company will not receive a
permanent license for the PA-2 RSA, it is entitled to all revenue and income
generated by the system until the FCC grants a permanent license for the PA-2
RSA.

BUSINESS STRATEGY

- Local Retail Outlets and Superior Customer Service. The Company
strives to provide a high level of customer service and the Company's use of
local retail stores is a key element of this local subscriber service strategy.
The Company's stores are staffed with sales and customer service
representatives who provide a more direct, specifically targeted level of
customer service than is ordinarily offered by larger competitors relying on
centralized customer service operations. By having a permanent local retail
presence, the sales staff can cultivate local market knowledge that allows them
to focus their efforts on the specific demands of the market or markets in
which they operate. This improves their ability to establish relationships
with customers, to understand the customer's needs and to reduce churn. The
sales team's ability to promote the Company's services both inside and outside
of its cluster is enhanced by its license to market under the CELLULAR ONE(R)
brand name and its continuing participation in the NACN, a national cellular
network comprised principally of non-wireline carriers whose goal is to make
cellular service "seamless" throughout North America by facilitating automatic
roaming to and from member systems.

- Advanced Systems Design. The Company's system design and the TDMA
digital technology it employs provide the foundation for technically superior
cellular service. The Company has deployed a large number of cell sites in
each service area. Consequently, subscribers in the Existing Systems enjoy a
high level of local and regional coverage, resulting in high quality hand-held
coverage throughout most of its population centers, minimal call blocking,
seamless call delivery through NACN and the availability of digital voice and
data services. All of the Company's existing cells have already been upgraded
to offer TDMA digital services and the Company intends to selectively improve
the technology being used in the Horizon Systems to match this high quality
level. The Company believes it is well positioned to address new technologies
that might become available in its markets.

31
<PAGE> 175
- Future Competition. The Company is preparing for what is expected
to be an increasingly competitive telecommunications environment by
aggressively working to attract new subscribers. The Company believes it is
prepared for this competition because it is not dependent on high roaming or
local rates. In addition, the Company believes that it can effectively face
this competition from its position as an incumbent in the cellular field with a
high quality network that is not capacity constrained. The Company also has an
extensive footprint, strong distribution channels, superior customer service
capabilities and an experienced management team. Because the Company operates
in medium to small markets, the new PCS licensees may be unable or unwilling to
offer commercially viable wireless service in much of the Company's area in the
near term. The Company believes the extensive capital expenditures required to
deploy the infrastructure for PCS is more readily justifiable from an economic
standpoint in larger, more densely populated urban areas. This constraint of
PCS may position the Company to offer roaming services to PCS customers, as
well as to provide bulk lines of service for resale to certain PCS companies.
For example, the Company's existing Youngstown and Erie systems are equipped to
provide TDMA digital roaming to AT&T Wireless PCS subscribers when AT&T
Wireless introduces dual band TDMA phones in the adjacent Cleveland and
Buffalo-Rochester MTAs.

CELLULAR MARKETS AND SYSTEMS

<TABLE>
<CAPTION>
TOTAL NET POPS DATE OF
POPS (1995) OWNERSHIP 1995 ACQUISITION
----------- --------- ---- -----------

<S> <C> <C> <C> <C>
Existing Systems(1)
----------------
Youngstown, OH MSA 491,900 100% 491,900 1985
Sharon, PA MSA 122,100 100% 122,100 1987
Erie, PA MSA 280,600 100% 280,600 1995
Columbiana, OH, OH-11 RSA 111,700 100% 111,700 1991

Total 2,371,600 2,371,600
</TABLE>

- --------------------
(1) All of the Existing Systems and Horizon Systems licenses are
non-wireline licenses.

(2) To be acquired as described under "--The Horizon Acquisition." The
consummation of the Offerings is conditioned upon the consummation of
the Horizon Acquisition.

YOUNGSTOWN-WARREN OHIO, COLUMBIANA, OHIO AND SHARON, PENNSYLVANIA

32
<PAGE> 176
The median household income for the Youngstown MSA is $29,982, with
22.8% of the population with household income in excess of $50,000. Selected
major employers in the area include Delphi Packard Electric Systems, General
Motors-Lordstown Assembly, St. Elizabeth Health Center, WCI Steel, Youngstown
State University and Youngstown Air Reserve Base. The area is also served by
Youngstown State University, Ohio State University Lima Campus and Pennsylvania
State University Sharon Campus. The population of the Youngstown-Warren Metro
Area has increased throughout the 1990's.

ERIE, PENNSYLVANIA

PENNSYLVANIA 1

Major employers include Quaker State, Penzoil and Joy Technologies.
Allegheny College is located in the region and Conneaut Lake and the Allegheny
National Forest serve as key recreation areas.

PENNSYLVANIA 6 AND 7

33
<PAGE> 177
Pittsburgh International Airport. Indiana County, located in PA-7, also
contains several well-traveled state highways (Routes 119, 22 and 422) that are
major regional commuting routes for the Pittsburgh region. The are 145
combined interstate highway miles within these RSAs.

NEW YORK 3

COMPETITORS AND ADJOINING SYSTEMS

The following chart lists the Company's cellular competitors in each
of its communities of interest.

<TABLE>
<CAPTION>
MARKETS COMPETITORS
------- -----------
<S> <C>

Youngstown, OH MSA 360 degree Communications
Erie, PA MSA GTE Mobilnet
Columbiana, OH (OH-11 RSA) 360 degree Communications
Sharon, PA MSA 360 degree Communications
Crawford, PA (PA-1 RSA) 360 degree Communications
Lawrence, PA (PA-6 RSA) Bell Atlantic/NYNEX
and 360 degree Communications
Indiana, PA (PA-7 RSA) Bell Atlantic/NYNEX
Chautauqua, NY (NY-3 RSA) Frontier
McKean, PA (PA-2 RSA) Bell Atlantic/NYNEX
</TABLE>

34
<PAGE> 178
MARKETING

ROAMING

Roaming is an important service component for many subscribers. The
Company believes that attractively priced regional roaming is important to the
development of customers for all regional non-wireline cellular carriers.
Accordingly, where possible, the Company attempts to arrange reciprocal roaming
rates that allow customers to roam at competitive prices. The Company believes
this increases usage on all non-wireline systems, including the Company's.
Roaming revenue is a substantial source of incremental revenue for the Company
due, in part, to the fact that a number of the Company's cellular systems are
located along major travel and commuting corridors and because certain of the
Horizon Systems are in the early stages of their growth cycle. While there is
an industry trend to reduce roaming rates, the Company is addressing this trend
through its roaming agreements which are usually reciprocal in nature and are
at or near home rates. Roaming yield for the six months ended June 30, 1996
was $0.54 per minute, including long distance toll charges.

35
<PAGE> 179
as they "roam" in more than 5,000 cities and towns in the United States and
Canada. By dialing a subscriber's cellular telephone number, the caller can
reach the subscriber without knowing their location or having to dial
additional roaming access numbers. In addition, special services such as call
forwarding and call waiting automatically follow subscribers as they travel.
Through its membership in NACN, the Company provides extended regional and
national service to subscribers, thereby allowing them to easily make and
receive calls while in other cellular service areas. This service
distinguishes the Company's service and call delivery features from those of
some of its competitors.

PRODUCTS AND SERVICES

CUSTOMER SERVICE

SYSTEM DEVELOPMENT AND EXPANSION

The Company has 47 cell sites in operation in the Company's Existing
Systems and expects to add 35 to 40 new cell sites to the Horizon Systems.
The Company develops or builds out its cellular service areas by adding
channels to existing cell sites and by building new cell sites. Such
development is done for the purpose of increasing capacity and improving
coverage in direct response to projected subscriber demand and in response to
actions taken by the Company's competitors. Projected subscriber demand is
calculated for each cellular service area on a cell-by-cell basis. These
projections involve a traffic analysis of usage by existing subscribers,
coverage quality analysis and an estimation of the number of additional
subscribers in each such area. In calculating projected subscriber demand, the
Company builds into its design assumptions an extremely low call "blockage"
rate (percentage of calls that are not connected on first attempt at peak usage
time during the day). After calculating projected subscriber demand, the
Company determines the most cost-efficient manner of meeting such projected
demand. The Company has historically met such demand through a combination of
augmenting channel capacity in existing cell sites and building new cell sites.

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<PAGE> 180
In addition to its cellular operations, the Company also operates two
small paging systems in the Youngstown Area with 9,559 subscribers. Paging
revenue for the first six months of 1996 was approximately $453,000. The
Company does not view ownership of its paging systems as a significant element
of its business and does not have any plans to expand such ownership to include
additional paging systems.

DIGITAL TECHNOLOGY

SERVICE MARKS

COMPANY PATENT

The Company is the owner of U.S. Patent No. 5,235,633 (the "Dennison
Patent") relating to a cellular telephone system that uses the position of a
mobile unit to make call management decisions. The Company's policy is to
apply for and obtain U.S. patents with respect to technology it has developed
when management determines that it is competitively advantageous and cost
effective to do so. The Company is currently prosecuting continuations and
continuations-in-part of the application which matured into the Dennison
Patent. The Company is unable to value the Dennison Patent or the
continuations filed with regard thereto and there is no assurance that it will
ever prove to be of any significant value.

EMPLOYEES AND AGENTS

37
<PAGE> 181
PROPERTIES

LEGAL PROCEEDINGS

The Company is not currently involved in any pending legal proceedings
that individually or in the aggregate are material to the Company.

OVERVIEW OF THE CELLULAR TELEPHONE INDUSTRY

1991 1992 1993 1994 1995
------------------------------------------------------
<S> <C> <C> <C> <C> <C>

Subscribers (in thousands) 7,500 11,000 16,000 24,000 35,000
Ending penetration(1) 2.8% 4.2% 6.2% 9.2% 13.5%
</TABLE>
- ------------------
(1) Determined by dividing the aggregate number of subscribers by
estimated population. Rates reflect combined penetration of both
wireline and non-wireline cellular operators. CTIA estimates that the
total number of subscribers will surpass 40 million in 1996, thus
yielding a penetration rate of at least 15.4%.

Cellular telephone technology is based upon the division of a given
market area into a number of smaller geographic areas or "cells." Each cell
has a "base station" or "cell site" that is equipped with a relatively low
power transmitter, a receiver and other equipment that communicates by radio
signal with cellular telephones located within range of the cell. Cells
generally have a maximum operating range of up to 25 miles, while the standard
cell size is four to ten miles in radius. Cells are typically designed on a
grid, although terrain factors, including natural and man-made obstructions,
signal coverage patterns and capacity constraints may result in irregularly
shaped cells and overlaps or gaps in coverage.

38
<PAGE> 182
instructs the appropriate cell to complete the communications link by radio
signal between the cell's transmitter-receiver and the cellular telephone.

Within certain limitations, increasing demand may be met by simply
adding available frequency capacity to cells as required, or by using
directional antennae to divide a cell into discrete multiple sectors or
coverage areas (also known as sectorization), thereby reducing the required
distance between cells using the same frequency. Furthermore, an area within a
cellular telephone system may be served by more than one cell through
procedures that utilize available channels in adjacent cells. When all
possible channels are in use, further growth can be accomplished through a
process called "cell splitting." Cell splitting entails dividing a single cell
into a number of smaller cells served by lower-power transmitters, thereby
increasing the reuse factor and the number of calls that can be handled in a
given area.

39
<PAGE> 183
multiple access ("CDMA") digital technology (which increases call carrying
capacity by an estimated factor of 10). In each case, these advanced
technologies allow cellular carriers to add customers without degrading service
quality. Digital technology offers advantages including improved voice
quality, larger system capacity and perhaps lower incremental costs for
additional customers. The conversion from analog to digital radio technology
is expected to be an industry-wide process that will take a number of years.
The Company has installed TDMA digital technology throughout its Existing
Systems and intends to deploy it selectively in the Horizon Systems. The
Company believes that its Existing Systems have sufficient capacity to handle
the Company's customer growth rate in the near term.

COMPETITION

CELLULAR CARRIERS

NEW TECHNOLOGIES

ESMR is a wireless communications service supplied by converting
analog SMR services into an integrated, digital transmission system. The ESMR
system incorporates characteristics of cellular technology, including multiple
low power transmitters and interconnection with the landline telephone network.
ESMR service may compete with cellular service by providing higher quality
digital communication technology, lower rates, enhanced privacy and additional
features such as electronic mail and built-in paging. ESMR handsets are likely
to be more expensive than cellular telephones and there may be other
differences between cellular and ESMR.

40
<PAGE> 184
satellite system, called "Iridium," that would provide mobile communications to
subscribers throughout the world. Other proposals for MSS are pending before
the FCC. The FCC is developing rules for these services and international and
foreign regulatory authorities must also approve aspects of some mobile
satellite systems and services. Mobile satellite systems could augment or
replace communications within land-based cellular systems.

REGULATORY OVERVIEW

FEDERAL REGULATION

41
<PAGE> 185
some licensees and the FCC has granted several "unserved area" applications
filed by parties. The Company's five year build-out period has expired in all
markets. With respect to the Youngstown and Erie systems, 100% of the
geographical area was covered by the Company prior to the expiration of the
five year build-out period. The Horizon Systems have one area that was not
covered prior to the expiration of the five year build-out period. It consists
of a portion of Forest County, Pennsylvania that has a total population of less
than 5,000. The Company does not believe the potential for a fill-in
application for this property to be significant.

Initial cellular licenses are generally granted for terms of up to 10
years, beginning on the date of the grant of the initial operating authority
and are renewable upon application to the FCC. Licenses may be revoked and
license renewal applications denied for cause after appropriate notice and
hearing. Near the conclusion of the license term, licensees must file
applications for renewal of licenses to obtain authority to operate for up to
an additional 10-year term. The FCC will award a renewal expectancy to a
cellular licensee that meets certain standards of past performance. If the
existing licensee receives a renewal expectancy, it is very likely that the
existing licensee's cellular license will be renewed without becoming subject
to competing applications. To receive a renewal expectancy, a licensee must
show that it (i) has provided "substantial" service during its past license
term and (ii) has substantially complied with applicable FCC rules and policies
and the Communications Act. "Substantial" service is defined as service which
is sound, favorable and substantially above a level of mediocre service that
might only minimally warrant renewal. If the existing licensee does not
receive a renewal expectancy, competing applications for the license will be
accepted by the FCC and the license may be awarded to another entity.

42
<PAGE> 186
In 1995, the Company filed for renewal of its Youngstown license which
was originally granted by the FCC in 1985. In its application for renewal, the
Company demonstrated not only its compliance with FCC regulations, but also its
service in the public interest. That license was renewed without challenge.
The Company is confident that it has met and will continue to meet all
requirements necessary to secure renewal of its cellular licenses, including
those licenses being acquired from the Horizon Companies. The first Horizon
licenses subject to renewal will be those for PA-6 and PA-7, which expire on
October 1, 2000. The licenses for PA-1 and NY-3 expire one year later.

CHARACTER AND CITIZENSHIP REQUIREMENTS

TELECOMMUNICATIONS ACT OF 1996

The 1996 Act specifically exempts all cellular carriers from the
obligation to provide equal access to interstate long distance carriers.
However, the 1996 Act gives the FCC the authority to impose rules to require
unblocked access through carrier identification codes or 800/888 numbers, so
that cellular subscribers are not denied access to the long distance carrier of
their choosing, if the FCC determines that the public interest so requires.
The Company currently provides "dial around" equal access to all of its
customers.

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<PAGE> 187
telephone number portability, equal access and resale could subject the Company
to additional costs and increased competition.

STATE, LOCAL AND OTHER REGULATION

FUTURE REGULATION

44
<PAGE> 188
RADIO FREQUENCY EMISSION CONCERNS

OTHER WIRELESS OPERATIONS

45
<PAGE> 189
MANAGEMENT

<TABLE>
<CAPTION>
Name AGE OFFICE
---- --- ------
<S> <C> <C>

Warren P. Williamson, III 66 Director and Chairman
Albert H. Pharis, Jr. 46 Director, President and Chief Executive Officer
Craig T. Sheetz 36 Vice President, Chief Financial Officer and
Treasurer
Gregory T. Pauley 34 Vice President of Technical Operations
Joseph D. Williamson, II 51 Director
Lowry A. Stewart 41 Director
Raymond S. Tittle, Jr. 66 Director
Philip N. Winkelstern 66 Director

</TABLE>

WARREN P. WILLIAMSON, III is the founder of the Company's predecessor company
and has served as Chairman and Director since the Company's inception. Prior
to founding the Company, Mr. Williamson held the positions of President and
Chief Executive Officer for WKBN Broadcasting Corporation. He presently serves
as Vice Chairman of WBKN Broadcasting Corporation. In addition to his
positions with the Company, Mr. Williamson serves as Director and as Chairman
of the Executive Committee of the Mahoning National Bank. Mr. Williamson is
also Director and Chairman of the Board of the Youngstown State University
Foundation. Finally, he serves as Director of the Association of Maximum
Service Television, Inc., a trade association representing more than 300 U.S.
television stations. Mr. Williamson is the brother of Joseph D. Williamson,
II, uncle of Lowry A. Stewart.

GREGORY T. PAULEY is Vice President of Technical Operations. Mr. Pauley served
as Technical Operations Manager for the Company from May 1990 until his
promotion to Vice President in January 1995.

LOWRY A. STEWART has been Director of the Company and its predecessor company
since its inception. Since 1993, Mr. Stewart has served as Treasurer and
Director of WKBN Broadcasting Corporation where he also has been employed as
the Production Manager since 1991. Mr. Stewart is the nephew of Warren P.
Williamson, III and Joseph D. Williamson, II.

RAYMOND S. TITTLE, JR. has been a Director of the Company since 1991. Mr.
Tittle served as President of Northwest Indiana Markets until it was sold in
1993. Mr. Tittle is currently President of Joe Tittle Inc. and Joe Tittle &
Sons, Inc. which administer real estate and investment assets formerly owned by
Northwest Indiana Markets.

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<PAGE> 190
The Company intends to add a second independent director prior to or
shortly after consummation of the Offerings.

COMMITTEES OF THE BOARD

The Board of Directors has established Audit, Nomination, Compensation
and Pricing Committees.

DIRECTOR COMPENSATION

Directors are not paid fees.

EXECUTIVE COMPENSATION

OTHER ANNUAL
NAME AND PRINCIPAL POSITION SALARY BONUS COMPENSATION
--------------------------- ------ ----- ------------
<S> <C> <C> <C>
Warren P. Williamson, III $223,587.00(1) $ 0.00 $ 0.00
Albert H. Pharis, Jr. 171,990.00 50,000.00 2,400.00
Craig T. Sheetz 85,885.00 25,000.00 4,800.00
Greg T. Pauley 78,000.00 25,000.00 4,800.00
</TABLE>

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

(1) Does not include salary and bonus paid by the Company for services
rendered to WKBN Broadcasting Corporation, which amount was reimbursed
to the Company by WKBN Broadcasting Corporation.

1996 STOCK OPTION PLAN

The following tables present certain information concerning stock
options granted in 1996 to the executive officers of the Company.

47
<PAGE> 191
OPTIONS GRANTED(1)
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
PERCENTAGE OF ANNUAL RATES OF
TOTAL STOCK PRICE
OPTIONS MARKET APPRECIATION
GRANTED TO PER SHARE PRICE FOR OPTION TERM(4)
OPTIONS EMPLOYEES IN EXERCISE ON DATE EXPIRATION -----------------------
NAME GRANTED(2) FISCAL YEAR(3) PRICE OF GRANT DATE 5% 10%
---- ------- -------------- --------- -------- ---------- ------ -------
<S> <C> <C> <C> <C> <C> <C> <C>

Albert H. Pharis, Jr. 225,000 44.96% $ $ 2006

Warren P. Williamson, III 100,000 19.98 2006

Craig T. Sheetz 53,600 10.71 2006

Gregory T. Pauley 46,800 9.35 2006

All Others 75,000 14.99 2006
------

TOTAL OPTIONS 500,400
</TABLE>

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

(1) Options granted by Sygnet Communications, Inc. in fiscal 1995 will be
terminated in conjunction with the Common Stock Offering. All
options granted prior to the Common Stock Offering are not reflected
in this table. No options were exercised in fiscal 1995.

(2) Options will be granted in conjunction with the Common Stock Offering
pursuant to the Company's 1996 Stock Option Plan. All the options
become exercisable on January 1, 1997.

(3) The Company will grant options representing Class A Common Stock to
employees in fiscal 1996.

EMPLOYMENT AGREEMENTS

The Company will enter into employment agreements with Messrs. Pharis
and Williamson for an initial term of three years and with Messrs. Sheetz and
Pauley for an initial term of two years. All agreements will have automatic
one-year renewals after the initial terms expire. The executives will have
initial annual base salaries of $240,000, $240,000, $135,000, and $120,000,
respectively. Each agreement provides that if the executive officer is
terminated without good cause, as defined therein, or resigns with good cause,
as defined therein, the executive officer will be entitled to receive when due
his or her base salary and benefits for the remaining term of the agreement.

Each agreement will also provide that during the term of the agreement
and for one year thereafter, the executive officer will not, in any state in
which the Company does business or intends to do business, compete with the
Company in any way in the wireless communication business as employee, officer,
director, agent, representative, stockholder, partner, member, owner, or have
any direct or indirect financial interest in any enterprise engaged in the
wireless communications business. The ownership of less than 5% of the
outstanding stock of any corporation listed on a national securities exchange
and engaged in the wireless communications business is not deemed a violation
of the non-competition provision.

48
<PAGE> 192
PRINCIPAL AND SELLING STOCKHOLDERS

The following table sets forth certain information regarding
beneficial ownership of the Company's Common Stock as of June 30, 1996, and as
adjusted to reflect the sale of Class A Common Stock in the Common Stock
Offering, by (i) each director of the Company, (ii) each named executive
officer of the Company, (iii) all officers and directors as a group, (iv) each
Selling Stockholder and (v) each person known to the Company to beneficially
own 5% or more of any class of the Company's voting securities. Prior to the
Offerings, there were no shares of Class A Common Stock outstanding and thus
information relating to the number and percentage shares beneficially owned
prior to the Offerings is based on shares of Class B Common Stock only. Shares
of Class B Common Stock sold by the Selling Stockholders will convert to Class
A Common Stock upon sale in the Common Stock Offering. The holders of Class B
Common Stock before the Offerings will hold only Class B Common Stock
immediately following the Offerings. Information relating to the percentage of
shares and percentage of voting power following the Common Stock Offering is
based upon shares of Class A Common Stock and Class B Common Stock. See
"Description of Capital Stock."

NUMBER OF SHARES % SHARES NUMBER OF % COMBINED % COMBINED
BENEFICIALLY BENEFICIALLY SHARES SHARES VOTING POWER
OWNED PRIOR OWNED PRIOR NUMBER BENEFICIALLY BENEFICIALLY BENEFICIALLY
TO THE TO THE OF SHARES OWNED AFTER OWNED AFTER OWNED AFTER
NAME OF BENEFICIAL OWNER OFFERINGS(1) OFFERINGS OFFERED(2) THE OFFERINGS THE OFFERINGS THE OFFERINGS(3)
- ------------------------ ----------------- ------------ ---------- -------------- -------------- -----------------

<S> <C> <C> <C> <C> <C> <C>
Directors and Named
Executive Officers
- ------------------

Others -- -- 20,165 -- -- --

Other 5% Owners
- ---------------

Mahoning National 652,135 10.57 652,135 7.11 11.25
Bank of Youngstown(7)
P.O. Box 479
Trust Department
Youngstown, OH 44501

Martha J. Stewart(8) 408,400 6.62 408,400 4.45 7.05
15 Mill Trace Road
Youngstown, Ohio
44511
</TABLE>

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

(1) As used in this table, "beneficial ownership" means the sole or
shared power to vote or direct the voting or to dispose or direct the
disposition of any security. The Company's total issued and
outstanding stock immediately prior to the Offerings is 6,170,630
shares of which all are Class B Common Stock.

(2) Class B Common Stock is automatically converted to Class A Common
Stock when sold in the Common Stock Offering.

(3) Class A Common Stock confers one vote per share and Class B Common
Stock confers ten votes per share.

(4) Includes 10,410 shares of Class B Common Stock with respect to which
Warren P. Williamson, III shares voting and investment power with his
spouse, Carol Williamson.

(5) Includes 5,845 shares of Class B Common Stock held by Lowry A.
Stewart as custodian for his daughter Kathryn A. Stewart.

(6) May include stock jointly or separately owned with or by a spouse.

(7) Represents Class B Common Stock beneficially owned by Mahoning
National Bank of Youngstown as co-trustee under certain Williamson
family trusts.

49
<PAGE> 193
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company provided cellular telephone service to WKBN Broadcasting
Corporation, a company owned by the Williamson family, during 1995 for $69,845.
Warren P. Williamson, III, a Director and Chairman of the Company, provided
consulting services to WKBN Broadcasting Corporation. Mr. Williamson was paid
$66,896 in 1995 for his consulting services. In 1995, Wilcom Cellular and
Youngstown Cellular Telephone Company purchased advertising services and
facilities from WKBN Broadcasting Corporation for $218,404. Warren P.
Williamson, III is the Vice Chairman of WKBN Broadcasting Corporation. Joseph
D. Williamson, II, a Director of the Company, is the President of WKBN
Broadcasting Corporation. Lowry A. Stewart, a Director of the Company, is the
Treasurer and a Director of WKBN Broadcasting Corporation.

50
<PAGE> 194
DESCRIPTION OF CAPITAL STOCK

The following description of the Company's capital stock does not
purport to be complete and is subject in all respects to applicable Ohio law
and to the provisions of the Company's Articles of Incorporation and Code of
Regulations, copies of which have been filed as exhibits to the Registration
Statement on Form S-1 of which this Prospectus is a part (the "Registration
Statement").

COMMON STOCK

All outstanding shares of Common Stock are, and all shares of Common
Stock to be outstanding upon completion of the Common Stock Offering will be,
validly issued, fully paid and nonassessable.

Each share of Class B Common Stock is convertible at any time, at the
option of its holder, into one share of Class A Common Stock. The Class B
Common Stock will convert automatically into Class A Common Stock and thereby
lose its special voting rights, if such Class B Common Stock is sold or
otherwise transferred to any person or entity other than certain current
holders of the Class B Common Stock or their descendants or any trusts for
their benefit.

51
<PAGE> 195
PREFERRED STOCK

CERTAIN ANTI-TAKEOVER EFFECTS

The Company's Articles of Incorporation and Code of Regulations
contain certain provisions that are intended to enhance the likelihood of
continuity and stability in the composition of the Company's board of directors
and in the policies formulated by the board of directors and to discourage an
unsolicited takeover of the Company if the board of directors determines that
such a takeover is not in the best interest of the Company and its
stockholders. However, these provisions could have the effect of discouraging
certain attempts to acquire the Company or remove incumbent management even if
some or a majority of the Company's Class A stockholders deemed such an attempt
to be in their best interest, including those attempts that might result in a
premium over the market price for the shares of Class A Common Stock held by
stockholders.

Classified Board of Directors; Removal; Vacancies. The Articles of
Incorporation and Code of Regulations provide that at the 1997 annual
stockholders' meeting, the directors of the Company will be divided into two or
three classes of directors of not less than three directors each serving
staggered three-year terms. The classification of directors has the effect of
making it more difficult for stockholders to change the composition of the
board of directors in a relatively short period of time. The Articles of
Incorporation and Code of Regulations further provide that directors may be
removed only for cause and then only by the affirmative vote of the holders of
at least 66 2/3% of the outstanding shares of stock generally entitled to vote
for the election of directors. In addition, interim vacancies or vacancies
created by the increase in the number of directors may be filled only by a vote
of a majority of directors then in office whether or not a quorum. The
foregoing provisions would prevent stockholders from removing incumbent
directors without cause and filling the resulting vacancies with their own
nominees.

Limitations on Stockholder Action by Written Consent. The General
Corporation Law of Ohio ("Ohio Law") provides that any action required or
permitted to be taken by the stockholders of the Company must be taken at an
annual or special meeting of stockholders and permits stockholder action by
written consent only if such consent is unanimous.

Special Stockholders' Meetings. Special meetings of stockholders of the
Company may be called only by the Board of Directors pursuant to a resolution
approved by a majority of the entire Board of Directors.

Limitation of Liability. As permitted by Ohio Law, the Articles of
Incorporation provide that no director, officer, or employee of the Company
will be liable to the Company or its stockholders for monetary damages for
breach of a fiduciary duty if such director, officer or employee acted in good
faith and in a manner he reasonably believed to be in and not opposed to, the
best interests of the corporation.

Amendments. The approval of holders of a majority of the total votes of
Class A and Class B shares combined is required to amend the Company's Code of
Regulations and certain provisions of the Articles of Incorporation.
Provisions of the Articles of Incorporation requiring approval other than by a
majority of the total votes of Class A and Class B shares combined include
certain of those described above.

The foregoing summary is qualified in its entirety by reference to the
provisions of the Articles of Incorporation and Code of Regulations, copies of
which have been filed as exhibits to the Registration Statement of which this
Prospectus forms a part.

52
<PAGE> 196
LISTING

The Company has applied to list its Class A Common Stock on the Nasdaq
National Market under the trading symbol .

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the Common Stock is .

53
<PAGE> 197
SHARES ELIGIBLE FOR FUTURE SALE

Sales of substantial amounts of Class A Common Stock after the Common
Stock Offering could adversely affect the market price of the Class A Common
Stock and could impair the Company's ability to raise capital through the sale
of its equity securities. Upon the closing of the Common Stock Offering and
assuming no exercise of the Underwriters' over allotment option, the Company
will have outstanding 9,170,630 shares of Common Stock. All of the shares of
Class A Common Stock sold in the Common Stock Offering will be freely tradeable
under the Securities Act, unless purchased by "affiliates" of the Company, as
that term is defined under the Securities Act, in which case such shares will
be subject to the resale limitations of Rule 144. Upon the expiration of
lock-up agreements between the Company, the existing stockholders and the
Underwriters, which will occur 180 days after the effective date of the
Registration Statement of which this Prospectus is a part (the "Effective
Date") (or earlier in the discretion of the representatives of the
Underwriters), substantially all of the shares of Class B Common Stock owned by
the existing stockholders who are not affiliates of the Company will, upon
conversion to shares of Class A Common Stock, become eligible for sale;
substantially all of those shares held by affiliates of the Company will be
eligible for sale subject to compliance with Rule 144 under the Securities Act
("Rule 144"), as described below.

In general, under Rule 144 as currently in effect, beginning 90 days
after the Effective Date, a person (or persons whose shares are aggregated) who
is an affiliate of the Company and has beneficially owned shares for at least
two years will (upon conversion to Class A Common Stock) be entitled to sell in
any three-month period a number of shares that does not exceed the greater of
(i) 1% of the number of shares of Class A Common Stock then outstanding
(approximately 3,750,000 shares immediately after the Common Stock Offering) or
(ii) the average weekly trading volume of the Class A Common Stock on the
Nasdaq National Market during the four weeks preceding the date of filing of
notice of the proposed sale with the Securities and Exchange Commission (the
"SEC"). Sales pursuant to Rule 144 are subject to certain requirements
relating to the manner of sale, notice and availability of current public
information about the Company. A person (or persons whose shares are
aggregated) who is not deemed to have been an affiliate of the Company at any
time during the 90 days immediately preceding the sale and who has beneficially
owned the Restricted Shares for at least three years is entitled to sell such
shares pursuant to Rule 144(k) without regard to the limitations and
requirements described above.

The Company and the existing stockholders have agreed with the
Underwriters that until 180 days after the Effective Date they will not
directly or indirectly, offer, sell, contract to sell, grant any option to
purchase or otherwise dispose of any Common Stock (including, without
limitation, shares of Common Stock which may be deemed to be beneficially owned
by such person in accordance with the rules and regulations of the SEC and
shares of Common Stock which may be issued upon exercise of a stock option or
warrant) or any securities exercisable or exchangeable for such Common Stock or
in any manner transfer all or a portion of the economic consequences associated
with ownership of the Common Stock, without the prior written consent of
Donaldson, Lufkin & Jenrette Securities Corporation. However, the Company may
issue the following shares of Common Stock: (i) the shares of Class A Common
stock offered hereby; and (ii) the shares of Class A Common Stock issued
pursuant to the exercise of options outstanding on the date of this Prospectus.
The shares of Common Stock subject to the lock-up agreements with the
Underwriters may be released at any time in whole or in part at the sole
discretion of Donaldson, Lufkin & Jenrette Securities Corporation.

54
<PAGE> 198
DESCRIPTION OF CERTAIN INDEBTEDNESS

THE BANK CREDIT FACILITY

The Bank Credit Facility, entered into as of , 1996,
is a senior secured reducing revolver that provides the Subsidiary the ability
to borrow up to $300.0 million from time to time. Interest under the Bank
Credit Facility accrues at a variable rate using (at the Subsidiary's election)
either a prime rate or a rate based upon the London Interbank Offered Rate
("LIBOR"), plus in each instance a margin. The margin ranges from 0.25% to
1.75% for the prime rate and from 1.25% to 2.75% for the LIBOR depending upon
the ratio of consolidated total indebtedness for the Company (including the
Notes) to annualized operating cash flow for the Subsidiary (with the ratios
used ranging from 4-to-1 to 10-to-1, respectively).

Until , 1999, the Subsidiary is only required to make
quarterly payments of interest; on and after that date, the Subsidiary must
also make quarterly payments of principal ranging from 2% up to 7% of the
amount of the initial outstanding balance under the Bank Credit Facility. In
addition, on an annual basis beginning March 31, 2000, the Subsidiary must also
make payments of principal equal to 50% of excess cash flow for the immediately
preceding fiscal year. Each such quarterly and annual payment of principal
permanently reduces the amount of credit available for borrowing under the Bank
Credit Facility, and the final maturity date of the credit is ,
2005.

The Bank Credit Facility is secured by all of the assets of the
Subsidiary, as well as by a pledge of the Company's stock ownership interest of
the Subsidiary.

THE NOTES

Concurrently with the Common Stock Offering, the Company is offering,
pursuant to a separate prospectus, $110.0 million aggregate principal amount of
the Notes in the Notes Offering. The Notes will be issued under the Indenture.
The Common Stock Offering is conditioned upon the successful consummation of
the Notes Offering.

The Notes will mature on , 2006. Interest on the Notes
will accrue at the rate of % per annum and will be payable semi-annually in
arrears on and , commencing on , 1997.

The Notes will not be redeemable at the Company's option prior to
, 2001. Thereafter, the Notes will be subject to redemption at the option of
the Company, in whole or in part, at premiums specified in the Indenture.
Notwithstanding the foregoing, during the first 36 months after the date of the
original issuance of Notes, the Company

55
<PAGE> 199
may redeem up to an aggregate of $38.5 million in principal amount of Notes at
a redemption price of % of the principal amount thereof, in each case plus
accrued and unpaid interest thereon to the redemption date, with the net
proceeds of an offering (other than the Common Stock Offering) of Common Stock
or other qualified capital stock of the Company.

The Company's operations are conducted entirely through its
subsidiary. As a holding company, the Company has no independent operations
and, therefore, is dependent on dividends and distributions from its subsidiary
to meet its own obligations, including the obligations under the Notes.
Because the Company's subsidiary will not guarantee the payment of principal of
and interest on the Notes, holders of Notes will have no claim with respect to
the assets of the Company's subsidiary. In addition, the Company's ability to
receive distributions and dividends from its Subsidiary will be limited by the
provisions of the Bank Credit Facility. See "--Bank Credit Facility."

The Indenture imposes certain limitations on the ability of the
Company and its subsidiaries to, among other things, incur indebtedness, make
dividends and other restricted payments, effect certain asset sales, enter into
transactions with related persons and merge or consolidate with any other
person or transfer all or substantially all of their properties and assets.

56
<PAGE> 200
UNDERWRITING

Subject to certain terms and conditions contained in the Underwriting
Agreement, the syndicate of Underwriters named below, for whom Donaldson,
Lufkin & Jenrette Securities Corporation and Lehman Brothers Inc. are acting as
representatives (the "Representatives"), have severally agreed to purchase from
the Company and the Selling Stockholders and aggregate of 3,750,000 shares of
Class A Common Stock. The number of shares of Class A Common Stock that each
Underwriter has agreed to purchase is set forth opposite its name below:

<TABLE>
<CAPTION>
NUMBER
UNDERWRITERS OF SHARES
------------ ---------
<S> <C>

Donaldson, Lufkin & Jenrette Securities Corporation . . . . . . . . . . . . . .
Lehman Brothers Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
-----------

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,750,000
===========
</TABLE>

The Underwriting Agreement provides that the obligations of the
several Underwriters to purchase shares of Class A Common Stock are subject to
the approval of certain legal matters by counsel and to certain other
conditions. If any of the shares of Class A Common Stock are purchased by the
Underwriters pursuant to the Underwriting Agreement, all such shares of Class A
Common Stock (other than the shares of Class A Common Stock covered by the
over-allotment option described below) must be so purchased.

Prior to the Common Stock Offering, there has been no established
trading market for the Class A Common Stock. The initial price to the public
for the Class A Common Stock offered hereby has been determined by negotiation
between the Company and the Representatives. The factors considered in
determining the initial price to the public include the history of and the
prospects for the industry in which the Company competes, the ability of the
Company's management, 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 present state of the Company's development, the
general condition of the securities markets at the time of the Common Stock
Offering and the recent market prices of and the demand for publicly traded
common stock of generally comparable companies.

The Company and Selling Stockholders 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 Company and Selling Stockholders have been advised by the
Representatives that the Underwriters propose to offer the Class A Common Stock
to the public initially at the price set forth on the cover page of this
Prospectus and to certain dealers (who may include the Underwriters) at such
price less a concession not to exceed $ per share. The
Underwriters may allow and such dealers may reallow, discounts not in excess of
$ per share to any other Underwriter and certain other dealers.

The Company has granted to the Underwriters an option to purchase up
to 562,500 additional shares of Class A Common Stock, at the initial public
offering price less underwriting discounts and commissions, solely to cover
over-allotments. Such option may be exercised at any time until 30 days after
the effective date of the Registration Statement of which this Prospectus is
part. To the extent that the Underwriters exercise such option each of the
Underwriters will be committed, subject to certain conditions, to purchase a
number of option shares proportionate to such Underwriter's initial commitment
as indicated in the preceding table.

The Company's directors, executive officers and certain other
stockholders of the Company have agreed that they will not directly or
indirectly offer, sell, contract to sell, or otherwise dispose or transfer any
shares of Common Stock of the Company owned by them without the prior written
consent of Donaldson, Lufkin & Jenrette Securities Corporation,

57
<PAGE> 201
for a period of 180 days after the date of this Prospectus. In addition, the
Company has agreed that for a period of 180 days after the date of this
Prospectus it will not, without the prior written consent of Donaldson, Lufkin
& Jenrette Securities Corporation, directly or indirectly offer, sell, issue,
distribute or otherwise dispose of any equity securities or any options, rights
or warrants with respect to any equity securities, except for (i) shares of
Class A Common Stock offered hereby and (ii) shares of Class A Common Stock
issued pursuant to the exercise of options outstanding on the date of this
Prospectus. See "Shares Available for Future Sale."

LEGAL MATTERS

The validity of the shares of Class A Common Stock offered hereby is
being passed upon for the Company by Bryan Cave L.L.P., Washington, DC and for
the Underwriters by Latham & Watkins, Los Angeles, CA.

EXPERTS

ADDITIONAL INFORMATION

The Company has filed with the SEC a Registration Statement under the
Securities Act with respect to the Class A Common Stock offered hereby. This
Prospectus, which constitutes a part of the Registration Statement, does not
contain all of the information set forth in the Registration Statement, certain
items of which are contained in schedules and exhibits to the Registration
Statement as permitted by the rules and regulations of the Commission. Any
statements contained herein concerning the provisions of any document filed as
an Exhibit to the Registration Statement or otherwise filed with the Commission
are not necessarily complete and, in each instance, reference is made to the
copy of such document so filed. Each such statement is qualified in its
entirety by such reference.

58
<PAGE> 202
CERTAIN TERMS

For regulatory purposes, the Federal Communications Commission ("FCC")
has designated regions of the United States as either a Metropolitan
Statistical Area ("MSA") or Rural Service Area ("RSA"). Interests in cellular
markets are commonly measured on the basis of the population of the MSA or RSA
served, with each person in the market area referred to as a "Pop." The number
of Pops (or "Net Pops") owned is not the same as the number of subscribers, or
even potential subscribers. As used in this Prospectus, unless otherwise
indicated, the term "Pops" means the estimate of the population of an MSA or
RSA, as derived from the Rand McNally Commercial Atlas and Marketing Guide
population estimates. The term "Net Pops" means the estimated population with
respect to a given service area multiplied by the percentage interest that the
Company owns in the entity licensed in such service area (except in the case of
the PA-2 RSA which the Company does not own, but operates under an FCC grant of
Interim Operating Authority). Because the Company owns 100% of the interest in
each of its MSAs and RSAs, at this point in time, Net Pops equal Pops. The
term "non-wireline" license refers to the license for any market that was
initially awarded to a company, individual or group, not affiliated with any
landline carrier providing service in the market. The term "wireline" license
refers to the license for any market that was initially awarded to a company,
individual or group affiliated with a landline carrier providing service in the
market. There is, however, no technical distinction between a wireline and a
non-wireline license. The term "system" means an FCC-licensed cellular
telephone system. The term "CTIA" means the Cellular Telecommunications
Industry Association. The term "NACN" means the North American Cellular
Network.

59
<PAGE> 203
INDEX TO FINANCIAL STATEMENTS

F-1
<PAGE> 204

INDEX TO FINANCIAL STATEMENTS (CONTINUED)

F-2
<PAGE> 205

Report of Independent Auditors

The Board of Directors
SYGNET Communications, Inc.
Wilcom Corporation

ERNST & YOUNG LLP

Cleveland, Ohio
August 8, 1996, except as to Note 12, as to
which the date is _____________, 1996

The foregoing report is in the form that will be signed upon the completion of
the corporate restructuring described in Note 12 to the financial statements.

/s/ ERNST & YOUNG LLP

Cleveland, Ohio
August 8, 1996

F-3
<PAGE> 206
SYGNET Communications, Inc.
and Wilcom Corporation
Combined Balance Sheets

Property and equipment - net 14,084,371 21,048,896 22,429,951

---------------------------------------------------------------------
Total assets $27,418,144 $79,618,473 $80,180,603
=====================================================================
</TABLE>

F-4
<PAGE> 207
<TABLE>
<CAPTION>
PRO FORMA
DECEMBER 31 JUNE 30 JUNE 30
1994 1995 1996 1996
----------------------------------------------------------------
LIABILITIES AND SHAREHOLDERS' EQUITY (Unaudited) (Unaudited)
(Note 12)
<S> <C> <C> <C> <C>
Current liabilities:
Accounts payable $ 1,618,507 $ 998,368 $ 912,948
Amount payable - Erie acquisition - 1,920,190 -
Deferred revenue 449,045 742,811 821,695
Utility property tax payable 409,000 135,000 189,797
Accrued expenses and other liabilities 921,132 1,786,965 1,981,834
Dividends payable 445,461 - -
----------------------------------------------------------------
Total current liabilities 3,843,145 5,583,334 3,906,274

See accompanying notes.

F-5
<PAGE> 208
SYGNET Communications, Inc.
and Wilcom Corporation

Combined Statements of Income

<TABLE>
<CAPTION>
FOR THE SIX MONTHS ENDED
YEAR ENDED DECEMBER 31 JUNE 30
1993 1994 1995 1995 1996
--------------------------------------------------------------------------
(Unaudited)
<S> <C> <C> <C> <C> <C>
REVENUE
Subscriber revenue $ 8,946,048 $11,378,204 $17,433,918 $ 7,370,302 $13,055,031
Roamer revenue 3,107,035 4,144,532 4,175,809 1,904,409 2,759,586
Equipment sales 1,098,271 1,172,126 1,529,284 744,081 742,779
Other revenue 1,391,205 1,419,501 1,680,544 839,632 756,088
--------------------------------------------------------------------------
Total revenue 14,542,559 18,114,363 24,819,555 10,858,424 17,313,484

Income from operations 2,500,124 3,311,377 4,914,151 2,325,666 4,441,121

Net income $ 1,523,044 $ 1,721,724 $ 1,950,036 $ 1,385,333 $1,460,477
==========================================================================

Weighted average shares outstanding 6,170,630 6,170,630
=========== ===========

</TABLE>

See accompanying notes.

F-6
<PAGE> 209
SYGNET Communications, Inc.
and Wilcom Corporation

Combined Statements of Shareholders' Equity

<TABLE>
<CAPTION>
Wilcom Corporation Common Stock SYGNET Communications, Inc. Common Stock
----------------------------------- -----------------------------------------

---------- ----------
Balance at December 31, 1993 4,170,368 (76,251)
Net income 1,721,724
Dividends declared (2,128,315)
Officer/shareholder stock $(249,952)
purchase

---------- ---------- --------- ------ -----------
Balance at December 31, 1995 4,170,368 753,675 (249,952) 48,197 (1,718,991)
Net income (unaudited) 1,460,477
Dividends declared(unaudited) (261,623)

See accompanying notes.

F-7
<PAGE> 210
SYGNET Communications, Inc.
and Wilcom Corporation

Combined Statements of Cash Flows

<TABLE>
<CAPTION>
FOR THE SIX MONTHS ENDED
YEAR ENDED DECEMBER 31 JUNE 30
1993 1994 1995 1995 1996
-------------------------------------------------------------------------------
(Unaudited)
<S> <C> <C> <C> <C> <C>
OPERATING ACTIVITIES
Net income $ 1,523,044 $ 1,721,724 $ 1,950,036 $ 1,385,333 $ 1,460,477
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation 1,762,831 2,365,848 2,765,816 1,234,402 1,732,635
Amortization 188,378 272,729 720,738 152,659 749,881
Loss on disposal of equipment 37,870 461,333 161,222 23,270 153,151
Minority interest 136,836 113,545
Changes in operating assets and liabilities:
Accounts receivable (404,067) (320,520) (2,838,833) (342,357) 899,145
Inventory (31,002) (382,335) (184,951) 168,389 359,056
Prepaid and deferred expenses 34,744 (97,296) 7,951 (9,650) 27,990
Accounts payable and accrued expenses
604,188 1,161,191 (136,992) (744,463) 279,390
-------------------------------------------------------------------------------
Net cash provided by operating activities 3,852,822 5,296,219 2,444,987 1,867,583 5,661,725

(Decrease) increase in cash and cash equivalents (1,627,709) (1,021,908) 11,502 (348,560) 1,213,071

Cash and cash equivalents at beginning of period 3,086,407 1,458,698 436,790 436,790 448,292
-------------------------------------------------------------------------------

Cash and cash equivalents at end of period $ 1,458,698 $ 436,790 $ 448,292 $ 88,230 $ 1,661,363
===============================================================================
</TABLE>

See accompanying notes.

F-8
<PAGE> 211

SYGNET Communications, Inc.
and Wilcom Corporation

Notes to Combined Financial Statements

For the years ended December 31, 1993, 1994 and 1995 and the
unaudited periods ended June 30, 1995 and 1996

1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

2. SIGNIFICANT ACCOUNTING POLICIES

CASH EQUIVALENTS

The Company considers all liquid investments with a maturity of three months or
less when purchased to be cash equivalents.

INVENTORY

Inventory consisting of merchandise purchased for resale is stated at the lower
of cost or market determined by the first-in, first-out (FIFO) method.

PROPERTY AND EQUIPMENT

Property and equipment are recorded at cost and are depreciated over their
estimated useful lives calculated under the straight-line or double-declining
balance methods.

INTANGIBLE ASSETS

F-9
<PAGE> 212

SYGNET Communications, Inc.
and Wilcom Corporation

Notes to Combined Financial Statements (continued)

For the years ended December 31, 1993, 1994 and 1995 and the
unaudited periods ended June 30, 1995 and 1996

2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

INTANGIBLE ASSETS (CONTINUED)

Amortization expense was $174,355, $211,921 and $523,768 in 1993, 1994 and
1995, respectively.

REVENUE RECOGNITION

F-10

<PAGE> 213

SYGNET Communications, Inc.
and Wilcom Corporation

Notes to Combined Financial Statements (continued)

For the years ended December 31, 1993, 1994 and 1995 and the
unaudited periods ended June 30, 1995 and 1996

2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

DEFERRED FINANCING COSTS

ADVERTISING COSTS

Advertising costs are recorded as expense when incurred. Advertising expense
was $569,692, $625,255 and $933,498 in 1993, 1994 and 1995, respectively.

STOCK COMPENSATION

USE OF ESTIMATES

SIGNIFICANT CONCENTRATIONS

F-11
<PAGE> 214

SYGNET Communications, Inc.
and Wilcom Corporation

Notes to Combined Financial Statements (continued)

For the years ended December 31, 1993, 1994 and 1995 and the
unaudited periods ended June 30, 1995 and 1996

2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

FINANCIAL INSTRUMENTS

FAIR VALUE OF FINANCIAL INSTRUMENTS

At December 31, 1994 and 1995, the carrying value of cash equivalents, accounts
receivable, the interest rate swap and cap and long-term debt approximated the
fair value.

F-12
<PAGE> 215

SYGNET Communications, Inc.
and Wilcom Corporation

Notes to Combined Financial Statements (continued)

For the years ended December 31, 1993, 1994 and 1995 and the
unaudited periods ended June 30, 1995 and 1996

2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

UNAUDITED INTERIM FINANCIAL INFORMATION

3. ACQUISITIONS

F-13
<PAGE> 216

SYGNET Communications, Inc.
and Wilcom Corporation

Notes to Combined Financial Statements (continued)

For the years ended December 31, 1993, 1994 and 1995 and the
unaudited periods ended June 30, 1995 and 1996

3. ACQUISITIONS (CONTINUED)

The pro forma unaudited condensed combined results of operations for the year
ended December 31, 1994 and December 31, 1995 as if the purchases occurred on
January 1, 1994 are as follows:

<TABLE>
<CAPTION>
1994 1995
------------------ -------------------
<S> <C> <C>
Revenue $ 23,148,000 $ 30,374,000
================== ===================

Net income $ 311,000 $ 1,860,000
================== ===================
</TABLE>

4. PROPERTY AND EQUIPMENT

Property and equipment consists of the following:

<TABLE>
<CAPTION>
Useful Life 1994 1995
-----------------------------------------------------------------
<S> <C> <C> <C>

At December 31, 1995, the Company had purchase commitments of approximately
$3.75 million for equipment.

F-14
<PAGE> 217

SYGNET Communications, Inc.
and Wilcom Corporation

Notes to Combined Financial Statements (continued)

For the years ended December 31, 1993, 1994 and 1995 and the
unaudited periods ended June 30, 1995 and 1996

5. CREDIT AGREEMENT

Minimum future payments based upon the borrowing levels at December 31, 1995
for the next five years are:

F-15
<PAGE> 218

SYGNET Communications, Inc.
and Wilcom Corporation

Notes to Combined Financial Statements (continued)

For the years ended December 31, 1993, 1994 and 1995 and the
unaudited periods ended June 30, 1995 and 1996

5. CREDIT AGREEMENT (CONTINUED)

Interest paid was $753,754, $810,303 and $2,202,345 in 1993, 1994 and 1995,
respectively.

6. LEASES

Minimum future rental payments under operating leases having remaining terms in
excess of one year as of December 31, 1995 are as follows:

Rent expense was approximately $230,000, $296,000 and $460,800 in 1993, 1994
and 1995, respectively.

7. RETIREMENT PLAN

F-16
<PAGE> 219

SYGNET Communications, Inc.
and Wilcom Corporation

Notes to Combined Financial Statements (continued)

For the years ended December 31, 1993, 1994 and 1995 and the
unaudited periods ended June 30, 1995 and 1996

8. SHAREHOLDERS' EQUITY

Under the most restrictive of the covenants discussed in Note 5, the Company
could not declare any additional dividends at December 31, 1995.

9. INCOME TAXES

SYGNET's shareholders have elected under Subchapter S of the Internal Revenue
Code to include SYGNET's taxable income and losses in the shareholders' federal
and Ohio returns.

<TABLE>
<CAPTION>
DECEMBER 31
1994 1995
------------------------------
<S> <C> <C>

Deferred tax assets:
AMT credit carryforward $48,200 $63,400
Investment in partnerships 33,900 -
Other 7,600 8,200
------------- ------------
Total deferred tax assets 89,700 71,600

Deferred tax liability - investment in
partnerships - 26,600
------------- ------------

Net deferred tax assets $89,700 $45,000
============= ============
</TABLE>

F-17

<PAGE> 220

SYGNET Communications, Inc.
and Wilcom Corporation

Notes to Combined Financial Statements (continued)

For the years ended December 31, 1993, 1994 and 1995 and the
unaudited periods ended June 30, 1995 and 1996

9. INCOME TAXES (CONTINUED)

The components of the income tax provision (benefit), in the combined statement
of income for the years ended December 31, 1994 and 1995 are as follows:

Income taxes paid were $49,000 and $60,514 in 1994 and 1995, respectively.

10. RELATED PARTY TRANSACTIONS

F-18
<PAGE> 221

SYGNET Communications, Inc.
and Wilcom Corporation

Notes to Combined Financial Statements (continued)

For the years ended December 31, 1993, 1994 and 1995 and the
unaudited periods ended June 30, 1995 and 1996

11.PENDING ACQUISITION OF SELECTED CELLULAR SYSTEMS

12.SUBSEQUENT EVENTS AND PRO FORMA INFORMATION (UNAUDITED)

MERGER BETWEEN SYGNET COMMUNICATIONS, INC. AND WILCOM CORPORATION

As a result of the corporate restructuring described above, Wireless will have
a capital structure as follows:

F-19
<PAGE> 222

SYGNET Communications, Inc.
and Wilcom Corporation

Notes to Combined Financial Statements (continued)

For the years ended December 31, 1993, 1994 and 1995 and the
unaudited periods ended June 30, 1995 and 1996

12. SUBSEQUENT EVENTS AND PRO FORMA INFORMATION (UNAUDITED) (CONTINUED)

MERGER BETWEEN SYGNET COMMUNICATIONS, INC. AND WILCOM CORPORATION (CONTINUED)

STOCK OPTION PLAN

In connection with the offering, the Board of Directors intend to grant a total
of 500,400 ten year, non qualified stock options at the offering price to
executives and management of the Company.

TAX STATUS

F-20

<PAGE> 223

SYGNET Communications, Inc.
and Wilcom Corporation

Notes to Combined Financial Statements (continued)

For the years ended December 31, 1993, 1994 and 1995 and the
unaudited periods ended June 30, 1995 and 1996

12. SUBSEQUENT EVENTS AND PRO FORMA INFORMATION (UNAUDITED) (CONTINUED)

PRO FORMA NET INCOME PER SHARE INFORMATION

F-21
<PAGE> 224

Report of Independent Auditors

The Board of Horizon G.P., Inc.

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.

/s/ ERNST & YOUNG LLP

Philadelphia, Pennsylvania
July 26, 1996

F-22

<PAGE> 225
Selected Systems of
Horizon Cellular Telephone Company, L.P.

Combined Balance Sheets

Advances from affiliates 34,914,840 33,087,671

See accompanying notes.

F-23
<PAGE> 226
Selected Systems of
Horizon Cellular Telephone Company, L.P.

Combined Statements of Operations

Interest expense 2,731,076 3,662,815 3,829,724
---------------------------------------------------
(Loss) income before extraordinary item (2,917,451) (2,382,693) 284,309

See accompanying notes.

F-24
<PAGE> 227
Selected Systems of
Horizon Cellular Telephone Company, L.P.

Combined Statements of Partners' Equity

See accompanying notes.

F-25
<PAGE> 228
Selected Systems of
Horizon Cellular Telephone Company, L.P.

Combined Statements of Cash Flows

See accompanying notes.

F-26
<PAGE> 229
Selected Systems of
Horizon Cellular Telephone Company, L.P.

Notes to Combined Financial Statements

December 31, 1995

1. BASIS OF PRESENTATION AND DESCRIPTION OF BUSINESS

2. ACQUISITIONS

Crawford

F-27
<PAGE> 230
Selected Systems of
Horizon Cellular Telephone Company, L.P.

Notes to Combined Financial Statements (continued)

2. ACQUISITIONS (CONTINUED)

Crawford (continued)

Chautauqua

Indiana

F-28
<PAGE> 231
Selected Systems of
Horizon Cellular Telephone Company, L.P.

Notes to Combined Financial Statements (continued)

2. ACQUISITIONS (CONTINUED)

Pro Forma Results of Operations

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
1993 1994 1995
-----------------------------------------------------
(UNAUDITED)
<S> <C> <C> <C>

Revenues and sales $9,375,000 $19,040,000 $26,171,000
(Loss) income before extraordinary item (5,002,000) (3,488,000) 24,000
</TABLE>

F-29
<PAGE> 232
Selected Systems of
Horizon Cellular Telephone Company, L.P.

Notes to Combined Financial Statements (continued)

3. ACCOUNTING POLICIES

USE OF ESTIMATES

INVENTORIES

Inventories are carried at the lower of cost (using the first-in, first-out
method) or market.

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost and are depreciated over their
estimated useful lives (three to twelve years) using the straight-line method.

Depreciation expense amounted to approximately $667,900 in 1993, $1,573,900 in
1994, and $2,790,100 in 1995.

LICENSES

Licenses primarily represent the acquisition costs of the Operating Licenses.
Such costs are being amortized over a period of 40 years using the
straight-line method.

OTHER ASSETS

Other assets primarily represent the acquisition cost of the customer lists
which is being amortized over a period of 5 years using the straight-line
method.

F-30
<PAGE> 233
Selected Systems of
Horizon Cellular Telephone Company, L.P.

Notes to Combined Financial Statements (continued)

3. ACCOUNTING POLICIES (CONTINUED)

ADVANCES FROM AFFILIATES

REVENUE AND EXPENSE RECOGNITION

ADVERTISING EXPENSES

Advertising expenses are charged to operations as incurred and amounted to
approximately $107,100 in 1993, $263,300 in 1994, and $336,400 in 1995.

F-31
<PAGE> 234
Selected Systems of
Horizon Cellular Telephone Company, L.P.

Notes to Combined Financial Statements (continued)

3. ACCOUNTING POLICIES (CONTINUED)

ACCRUED EXPENSES

Accrued expenses consist of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
1994 1995
--------------------------------
<S> <C> <C>

INCOME TAXES

NEW ACCOUNTING STANDARDS

F-32
<PAGE> 235
Selected Systems of
Horizon Cellular Telephone Company, L.P.

Notes to Combined Financial Statements (continued)

3. ACCOUNTING POLICIES (CONTINUED)

NEW ACCOUNTING STANDARDS (CONTINUED)

4. COMMITMENTS AND CONTINGENCIES

The minimum lease payments for cellular sites in the year 2000 are expected to
approximate the minimum payments thereafter, subject to contractual increases
and payments for additional sites.

F-33
<PAGE> 236
Selected Systems of
Horizon Cellular Telephone Company, L.P.

Notes to Combined Financial Statements (continued)

4. COMMITMENTS AND CONTINGENCIES (CONTINUED)

Rental expense amounted to approximately $224,900 in 1993, $395,800 in 1994,
and $669,600 in 1995.

The Selected Systems have guaranteed and pledged substantially all of its
assets as collateral for certain debt of HCTC.

5. RELATED PARTY TRANSACTIONS

6. BENEFIT PLANS

F-34
<PAGE> 237
Selected Systems of
Horizon Cellular Telephone Company, L.P.

Notes to Combined Financial Statements (continued)

6. BENEFIT PLANS (CONTINUED)

7. SUBSEQUENT EVENTS

F-35
<PAGE> 238

Selected Systems of
Horizon Cellular Telephone Company, L.P.

Combined Balance Sheets

Total assets $118,586,142 $118,301,173
======================================

LIABILITIES AND COMBINED PARTNERS' EQUITY

Advances from affiliates 33,087,671 31,980,938

See accompanying notes.

F-36
<PAGE> 239
Selected Systems of
Horizon Cellular Telephone Company, L.P.

Combined Statements of Operations

(Unaudited)

Interest expense-affiliate 1,925,084 1,795,570
---------------------------------------
Net (loss) income $ (553,080) $ 1,368,149
=======================================

</TABLE>

See accompanying notes.

F-37
<PAGE> 240
Selected Systems of
Horizon Cellular Telephone Company, L.P.

Combined Statements of Cash Flows

(Unaudited)

Cash at beginning of period 611,829 629,874
-----------------------------------
Cash at end of period $ 838,611 $ 1,019,087
===================================
</TABLE>

See accompanying notes.

F-38
<PAGE> 241
Selected Systems of
Horizon Cellular Telephone Company, L.P.

Notes to Combined Financial Statements
(Unaudited)

June 30, 1996

1. BASIS OF PRESENTATION AND DESCRIPTION OF BUSINESS

The Selected Systems own, design, develop, and operate cellular communications
systems. KCCGP performs certain administrative functions for the Selected
Systems and, accordingly, certain expenses of KCCGP (see Note 6) have been
allocated to the Selected Systems on a basis which, in the opinion of
management, is reasonable. However, such expenditures are not necessarily
indicative of, and it is not practicable for management to estimate, the nature
and level of expenses which might have been incurred had the systems been
operating as separate independent companies.

F-39
<PAGE> 242
Selected Systems of
Horizon Cellular Telephone Company, L.P.

Notes to Combined Financial Statements (continued)

2. ACQUISITIONS

Pro Forma Results of Operations

<TABLE>
<CAPTION>
SIX MONTHS
ENDED
JUNE 30, 1995
-------------

<S> <C>
Revenues and sales $11,456,000
Net loss (839,000)
</TABLE>

F-40
<PAGE> 243
Selected Systems of
Horizon Cellular Telephone Company, L.P.

Notes to Combined Financial Statements (continued)

3. USE OF ESTIMATES

4. NEW ACCOUNTING STANDARDS

In March 1995, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 121, "Accounting for the Impairment
of Long-Lived Assets and for Long-Lived Assets to be Disposed of," which
requires impairment losses to be recorded on long-lived assets used in
operations when indicators of impairment are present and the undiscounted cash
flows estimated to be generated by those assets are less than the assets'
carrying amount. The Company adopted SFAS 121 in the first quarter of 1996 and
the effect of the adoption was not material.

SFAS No. 123, "Accounting for Stock-Based Compensation," is effective for
fiscal years beginning after December 15, 1995. SFAS 123 provides companies
with a choice to follow the provisions of SFAS 123 in determining stock-based
compensation expense or to continue with the provisions of APB 25, "Accounting
for Stock Issued to Employees." The Company expects to continue to follow APB
25 with respect to the LPAR Plan and will provide disclosures as required by
SFAS 123 in the December 31, 1996 notes to the financial statements.

5. ADVANCES FROM AFFILIATES

Advances from affiliates primarily represent cash advances from HCTC and KCCGP
which provided funds for investing and operating activities, and have no
specific repayment terms. Interest expense is charged monthly at a rate of
11-3/8% of the ending balance payable to HCTC.

F-41
<PAGE> 244
Selected Systems of
Horizon Cellular Telephone Company, L.P.

Notes to Combined Financial Statements (continued)

6. RELATED PARTY TRANSACTIONS

7. RECENT DEVELOPMENTS

F-42
<PAGE> 245

REPORT OF INDEPENDENT ACCOUNTANTS

To the Partners of
Erie Cellular Telephone Company:

/s/ COOPERS & LYBRAND L.L.P.
- ----------------------------
Coopers & Lybrand L.L.P.

Seattle, Washington,
August 12, 1996

F-43
<PAGE> 246
ERIE CELLULAR TELEPHONE COMPANY
(A DELAWARE GENERAL PARTNERSHIP)

STATEMENT OF OPERATIONS AND CHANGES IN PARTNERS' CAPITAL

FOR THE PERIOD JANUARY 1, 1995 TO SEPTEMBER 29, 1995

<TABLE>
<S> <C>
REVENUES:
Service $4,638,200
Equipment sales and installations 915,600
----------
5,553,800
----------

EXPENSES:
Cost of service 1,367,200
Cost of equipment sales and installations 887,000
General and administrative 1,272,600
Marketing 1,634,100
Depreciation and amortization 362,000
----------

5,522,900
----------
NET INCOME 30,900

PARTNERS' CAPITAL, beginning of period 9,106,000

INCREASE IN CELLULAR LICENSING COSTS FROM
ACQUISITIONS MADE BY MAJORITY PARTNER 182,300
----------
PARTNERS' CAPITAL, end of period $9,319,200
==========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-44
<PAGE> 247
ERIE CELLULAR TELEPHONE COMPANY
A DELAWARE GENERAL PARTNERSHIP

STATEMENT OF CASH FLOWS

FOR THE PERIOD JANUARY 1, 1995 TO SEPTEMBER 29, 1995

<TABLE>
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ 30,900
---------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, equipment and other assets (512,500)
----------

Net cash used in investing activities (512,500)
----------

CASH FLOWS FROM FINANCING ACTIVITIES:
Net advances from affiliates 202,300
---------

Net cash provided by financing activities 202,300
---------

Change in cash (2,800)

CASH, beginning of period 41,000
---------

CASH, end of period $ 38,200
=========

SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING
ACTIVITIES:

Increase in cellular licensing costs from
acquisitions made by majority partner $ 182,300
=========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-45
<PAGE> 248

ERIE CELLULAR TELEPHONE COMPANY
A DELAWARE GENERAL PARTNERSHIP

NOTES TO FINANCIAL STATEMENTS

1. ORGANIZATION AND PARTNERS' INTEREST:

Organization

Allocation of Profits and Losses

Erie Cellular 95.5%
Minority partners 4.5

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Revenue Recognition

Cellular air time and cellular access charges are recorded as revenue as
earned. Sales of equipment and related services are recorded as revenue when
the goods and services are delivered.

F-46
<PAGE> 249
The Partnership's cell sites are operated as part of a larger local calling
area managed by subsidiaries of AWS. Cellular air time revenue is recorded by
the Partnership based on the usage of its cell sites in relation to total usage
of all cell sites within the local calling area.

Depreciation and Amortization

Use of Estimates

3. TRANSACTIONS WITH RELATED PARTIES:

Due to Affiliates

Technical, Administrative and Marketing Services

F-47

<PAGE> 250
Management Fees

Switch Sharing

Other Direct Expenses

Transactions with AT&T Corp.

4. INCOME TAXES:

5. COMMITMENTS:

Future minimum payments, required under operating leases and agreements, that
have an initial or remaining noncancelable lease term in excess of one year at
September 29, 1995 are summarized

F-48
<PAGE> 251
below:

<TABLE>
<CAPTION>
Period ending September 29,
---------------------------
<S> <C>
1996 $ 124,800
1997 121,200
1998 119,600
1999 104,200
2000 44,600
---------
$ 514,400
=========
</TABLE>

Total rent expense for the period January 1, 1995 to September 29, 1995 was
approximately $103,900.

F-49

<PAGE> 252

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Partners of
Erie Cellular Telephone Company:

/s/ ARTHUR ANDERSEN LLP
- -----------------------
ARTHUR ANDERSEN LLP

Seattle, Washington,
January 27, 1995 (except with
respect to the matter discussed
in Note 9, as to which the date
is August 2, 1996)

F-50
<PAGE> 253
ERIE CELLULAR TELEPHONE COMPANY

BALANCE SHEETS -- DECEMBER 31, 1993 AND 1994

<TABLE>
<CAPTION>
ASSETS
------

PROPERTY AND EQUIPMENT, net of accumulated
depreciation and amortization (1993, $548,800;
1994, $752,600) 1,491,500 1,900,900

CELLULAR LICENSING COSTS, net of accumulated
amortization (1993, $1,311,600; 1994,
$1,534,300) 7,604,400 7,552,400

OTHER, net 5,800 -
---------- -----------
$9,625,600 $10,332,500
========== ===========
</TABLE>

COMMITMENTS

PARTNERS' CAPITAL 9,285,200 9,106,000
---------- -----------
$9,625,600 $10,332,500
========== ===========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-51
<PAGE> 254
ERIE CELLULAR TELEPHONE COMPANY

STATEMENTS OF OPERATIONS AND CHANGES IN PARTNERS' CAPITAL

YEARS ENDED DECEMBER 31, 1993 AND 1994

PARTNERS' CAPITAL, beginning of year 8,507,400 9,285,200

INCREASE IN CELLULAR LICENSING COSTS FROM
ACQUISITIONS MADE BY PARENT 1,264,400 170,700
---------- ----------
PARTNERS' CAPITAL, end of year $9,285,200 $9,106,000
========== ==========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-52
<PAGE> 255
ERIE CELLULAR TELEPHONE COMPANY

STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 1993 AND 1994

<TABLE>
<CAPTION>
1993 1994
(restated) (restated)
---------- ----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(486,600) $(349,900)
---------- ----------

SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING
AND FINANCING ACTIVITIES:

Increase in cellular licensing costs from
acquisitions made by parent $1,264,400 $ 170,700
========== =========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-53
<PAGE> 256

ERIE CELLULAR TELEPHONE COMPANY

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 1994

1. ORGANIZATION AND PARTNERS' INTEREST:

Organization

Allocation of Profits and Losses

Net loss is allocated to the partners in proportion to their respective
percentage interest during the period. The partners' percentage interests at
December 31, 1993 and 1994, were as follows:

<TABLE>
<CAPTION>
1993 1994
---- ----
<S> <C> <C>
McCaw 93.8% 94.9%
Minority partners 6.2 5.1
</TABLE>

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Revenue Recognition

Cellular Telephone Inventory

Cellular telephone inventory is stated at the lower of cost or market. Cost is
determined by using the specific identification method.

F-54
<PAGE> 257

Property and Equipment

Cellular Licensing Costs

3. PROPERTY AND EQUIPMENT:

4. ACCRUED EXPENSES:

5. TRANSACTIONS WITH RELATED PARTIES:

Due to Affiliates

F-55
<PAGE> 258

Technical, Administrative and Marketing Services

In addition, a management fee of 6% of gross revenues is charged to the
Partnership from a subsidiary of MCCI for its service in managing the system.

Switch Sharing

The Partnership shares the facilities and maintenance of an affiliate's mobile
switching center. The affiliate charges the Partnership $.04 per billable
minute of usage for the sharing of the switch.

Expenses for technical, administrative and marketing services and switch
sharing were $1,281,400 and $1,903,900 for the years ended December 31, 1993
and 1994, respectively.

Transactions with AT&T

6. INCOME TAXES:

F-56
<PAGE> 259

7. COMMITMENTS:

Future minimum payments, required under operating leases and agreements, that
have an initial or remaining noncancelable lease term in excess of one year at
December 31, 1994, are summarized below:

<TABLE>
<CAPTION>
Years ending December 31,
-------------------------
<S> <C>
1995 $40,500
1996 19,200
1997 19,200
1998 17,400
1999 3,200
-------
$99,500
=======
</TABLE>

Total rent expense for the years ended December 31, 1993 and 1994, was
approximately $103,800 and $113,300, respectively.

8. MERGER OF MCCI AND AT&T:

9. SUBSEQUENT EVENT:

F-57
<PAGE> 260

F-58
<PAGE> 261

Report of Independent Auditors

General and Limited Partners
DICOMM Cellular Limited Partnership

/s/ ERNST & YOUNG LLP

March 25, 1994
Boston, Massachusetts

F-59
<PAGE> 262

DICOMM Cellular Limited Partnership

Statement of Operations

Year Ended December 31, 1993

<TABLE>
<S> <C>
REVENUES
Subscriber revenue $ 1,161,720
Roamer revenue 1,628,654
------------------
Total revenues 2,790,374

COSTS AND EXPENSES
Costs of services 1,042,689
General and administrative 787,564
Selling and marketing 566,505
Depreciation and amortization 475,196
------------------
2,871,954

Loss from operations (81,580)
Interest expense 530,239
------------------

Net loss $ (611,819)
==================
</TABLE>

See accompanying notes.

F-60

<PAGE> 263

DICOMM Cellular Limited Partnership

Statement of Partners' Capital (Deficiency)

Balance at December 31, 1993 $ (24,717) $ (2,447,015) $ (2,471,732)
=======================================================
</TABLE>

See accompanying notes.

F-61

<PAGE> 264

DICOMM Cellular Limited Partnership

Statement of Cash Flows

Year Ended December 31, 1993

INVESTING ACTIVITIES
Purchases of property and equipment (483,509)
------------------
Net cash used in investing activities (483,509)

Cash and cash equivalents at December 31, 1993 $ -
==================
</TABLE>

See accompanying notes.

F-62

<PAGE> 265
DICOMM Cellular Limited Partnership

Notes to Financial Statements

Year Ended December 31, 1993

1. BASIS OF PRESENTATION

The General Partner is DICOMM Cellular Inc. The General Partner has a 1%
interest in the Company and has sole operating responsibility and control.

Limited Partners have no operating control or responsibility and collectively
hold a 99% share of the Company.

2. SIGNIFICANT ACCOUNTING POLICIES

CASH AND CASH EQUIVALENTS

The Company considers highly liquid investments with maturities of three months
or less at date of purchase to be cash equivalents.

PROPERTY AND EQUIPMENT

LICENSE COSTS

F-63

<PAGE> 266
DICOMM Cellular Limited Partnership

Notes to Financial Statements - Continued

2. SIGNIFICANT ACCOUNTING POLICIES--CONTINUED

OTHER ASSETS

Other assets relate to organization costs, deferred financing costs and
capitalized lease costs which are being amortized on a straight-line basis over
terms of 5 to 10 years.

INCOME TAXES

3. NOTES PAYABLE TO SUPPLIER

F-64

<PAGE> 267
DICOMM Cellular Limited Partnership

Notes to Financial Statements - Continued

4. LEASES

<TABLE>
<CAPTION>
Year Ended
December 31:
----------------------------
<S> <C>
1994 $ 133,676
1995 126,491
1996 145,686
1997 29,203
1998 10,200
Thereafter 37,994
---------------

$ 483,250
===============
</TABLE>

5. RELATED-PARTY TRANSACTIONS

The Company pays a monthly management fee to an affiliated company owned by the
limited partners for administrative and office services provided. The Company
incurred management fees of $119,874.

6. SUBSEQUENT EVENTS

F-65
<PAGE> 268

<TABLE>
<S> <C>
================================================= =======================================

NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN
AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION IN CONNECTION WITH THIS OFFERING
OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND, SYGNET WIRELESS, INC.
IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED BY THE COMPANY OR THE PURCHASERS. SHARES
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO CLASS A COMMON STOCK
SELL OR THE SOLICITATION OF ANY OFFER TO BUY ANY
SECURITY OTHER THAN THOSE TO WHICH IT RELATES, NOR
DOES IT CONSTITUTE AN OFFER TO SELL, OR THE
SOLICITATION OF ANY OFFER TO BUY, ANY SECURITIES
OTHER THAN THE CLASS A COMMON STOCK OFFERED HEREBY
OR TO ANY PERSON IN ANY JURISDICTION IN WHICH SUCH
OFFER OR SOLICITATION IS NOT AUTHORIZED, OR IN
WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION
IS NOT QUALIFIED TO DO SO, 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 PROSPECTUS

THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE -------------------
COMPANY SINCE THE DATE HEREOF OR THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY
TIME SUBSEQUENT TO THE DATE HEREOF.

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

TABLE OF CONTENTS
PAGE
Prospectus Summary . . . . . . . . . . . . . 3 DONALDSON, LUFKIN & JENRETTE
Risk Factors . . . . . . . . . . . . . . . . 10 SECURITIES CORPORATION
Use of Proceeds . . . . . . . . . . . . . . . 14
Dilution . . . . . . . . . . . . . . . . . . 15 LEHMAN BROTHERS, INC.
Capitalization . . . . . . . . . . . . . . . 16
Unaudited Pro Forma Condensed Consolidated
Financial Data . . . . . . . . . . . . . . 17
Selected Financial Data . . . . . . . . . . . 24
Management's Discussion and Analysis of
Financial Condition and Historical
Results of Operations . . . . . . . . . . . 25
Business . . . . . . . . . . . . . . . . . . 30
Management . . . . . . . . . . . . . . . . . 46
Principal and Selling Stockholders . . . . . 49
Certain Relationships and Related Transactions 50
Description of Capital Stock . . . . . . . . 51
Shares Eligible for Future Sale . . . . . . . 54
Description of Certain Indebtedness . . . . . 55
Underwriting . . . . . . . . . . . . . . . . 57
Legal Matters . . . . . . . . . . . . . . . . 58
Experts . . . . . . . . . . . . . . . . . . . 58
Additional Information . . . . . . . . . . . 58
Certain Terms . . . . . . . . . . . . . . . . 59

================================================= =======================================
</TABLE>

<PAGE> 269

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

Set forth below is an estimate of the approximate amount of
fees and expenses (other than underwriting discounts and commissions) payable
by the Registrant in connection with the issuance and distribution of the
securities registered hereby.

<TABLE>
<S> <C>
Securities and Exchange Commission registration fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 53,448.65
Printing and engraving . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Accountants' fees and expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Blue sky fees and expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Counsel fees and expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
- --------------
</TABLE>
*Estimate

ITEM 14. INDEMNIFICATION OF OFFICERS AND DIRECTORS.

Under Section 1701.13(E) of the Ohio General Corporation Law (the
"Ohio Law"), a corporation may indemnify its directors, officers, employees and
agents and its former directors, officers, employees and agents and those who
serve, at the corporation's request, in such capacity with another enterprise,
against expenses (including attorneys' fees), as well as judgments, fines and
settlements in nonderivative lawsuits, actually and reasonably incurred in
connection with the defense of any action, suit or proceeding in which they or
any of them were or are made parties or are threatened to be made parties by
reason of their serving or having served in such capacity. The Ohio Law
provides, however, that such person must have acted in good faith and in a
manner such person reasonably believed to be in (or not opposed to) the best
interests of the corporation and, in the case of a criminal action, such person
must have had no reasonable cause to believe his or her conduct was unlawful.
In addition, the Ohio Law does not permit indemnification in an action or suit
by or in the right of the corporation, where (i) such person has been adjudged
liable to the corporation, unless and only to the extent that, a court
determines that such person fairly and reasonably is entitled to indemnity for
costs the court deems proper in light of liability adjudication or, (ii) the
only liability asserted against a director is for unlawful loans, dividends or
distribution of assets. Indemnity is mandatory to the extent a claim, issue or
matter has been successfully defended.

The Company's Articles of Incorporation and Code of Regulations
provide that the Board of Directors may, by majority vote, authorize the
Company to indemnify directors, officers or employees of the Company on
generally the same terms as permitted by the Ohio Law.

The Underwriting Agreement provides for indemnification by the
Underwriters severally of the Company, its directors, its officers who sign the
Registration Statement, controlling persons of the Company, each Selling
Stockholder, and each person, if any, controlling such Selling Stockholder
against certain liabilities, including liabilities under the Securities Act,
under certain circumstances.

<PAGE> 270
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) EXHIBITS

1.1 Form of Underwriting Agreement for Notes Offering by and among Sygnet
Wireless, Inc. and Donaldson, Lufkin & Jenrette Securities
Corporation, Lehman Brothers, and Toronto Dominion Securities (USA)
Inc. as Underwriters.*

1.2 Form of Underwriting Agreement for Common Stock Offering by and among
Sygnet Wireless, Inc. and Donaldson, Lufkin & Jenrette Securities
Corporation and Lehman Brothers as Underwriters.*

2.1 Agreement and Plan of Merger.*

3.1 Amended Articles of Incorporation of Sygnet Wireless, Inc. dated
, 1996.*

3.2 Amended Code of Regulations of Sygnet Wireless, Inc.*

4.1 Form of Indenture (including form of Note) between Sygnet Wireless,
Inc. and Fleet National Bank, as Trustee, relating to the Senior
Notes due 2006 of Sygnet Wireless, Inc.*

4.2 Form of Specimen Certificate for Class A Common Stock.*

5.1 Opinion of Bryan Cave L.L.P., counsel to the Registrant, as to the
legality of the Class A Common Stock being registered.*

5.2 Opinion of Bryan Cave L.L.P., counsel to the Registrant, as to the
legality of the Notes being registered.*

8.1 Opinion of Bryan Cave L.L.P., with respect to certain tax matters.*

10.1 Employment Agreement dated , between the Registrant and
Albert H. Pharis, Jr.*

10.2 Employment Agreement dated , between the Registrant and
Warren P. Williamson, III.*

10.3 Employment Agreement dated , between the Registrant and
Craig T. Sheetz.*

10.4 Employment Agreement dated , between the Registrant and
Gregory T. Pauley.*

10.5 Sygnet Wireless, Inc. 1996 Stock Option Plan dated ,
1996.*

10.6 Office Lease Agreement by and between K&T Realty and Sygnet
Communications Inc. dated September 16, 1994 for the premises located
at 6550 Seville Drive, Canfield, Ohio.*

10.7 Site Lease Agreement dated March 29, 1990 between Milan John Vanco
and Alice C. Vanco and Erie Cellular Telephone Company.*

10.8 Lease Agreement dated June 1, 1990 between Bert D. and Margaret A.
Schaefer and Wilcom/Cellular One.*

II-2
<PAGE> 271
10.9 Site Lease Agreement dated June 27, 1988 between John G. Virostek and
MCI Telecommunications Corporation with Assignment and Assumption of
Lease dated December 6, 1991 between MCI Telecommunications
Corporation and Wilcom/Cellular One.*

10.10 Lease Agreement with Real Estate Purchase Option Agreement dated July
21, 1987 between George A. Law and Agnes Law, August Thalman, Jr. and
Betty Thalman and Wilcom Corporation.*

10.11 Ground Lease dated December 15, 1987 between WKBN Broadcasting
Corporation and Youngstown Cellular Telephone Company.*

10.12 DMS-MTX Cellular Supply Agreement dated June 1, 1996 between
Youngstown Cellular Telephone Company and Northern Telecom, Inc.*

10.13 Intercarrier Services Agreement dated April 25, 1995 between
Youngstown Cellular Telephone Company and EDS Personal Communications
Corporation.*

10.14 Software License Agreement dated April 20, 1995 between Youngstown
Cellular Telephone Company and Telecommunications Systems, Inc.*

10.15 License Agreement between JSJ Software, Inc. and Youngstown Cellular
Telephone Company.*

10.16 Glenayre Care - Product Service Agreement dated February 1, 1995 with
Wilcom Cellular.*

10.17 Asset Acquisition Agreement dated July 11, 1996 between Horizon
Cellular Telephone Company of Chautauqua, L.P., Horizon Cellular
Telephone Company of Crawford, L.P., Horizon Cellular Telephone
Company of Indiana, L.P., and Sygnet Communications, Inc.*

10.18 Agreement for Purchase of Partnership Interest dated September 15,
1995 between Sygnet Communications, Inc. and Erie Cellular Systems,
Inc.*

10.19 Stock Purchase Agreement between Sygnet Communications, Inc., Wilcom
Corporation, and Advent IV Capital Liquidation Trust, TA Associates
IV, TA Venture Investors Limited Partnership, Elden J. Heinz,
Security Investment Management & Trust Company, The Planned Giving
Foundation, Inc., and Erma Heinz.*

10.20 Credit Agreement dated , 1996 among the Registrant
and The Toronto-Dominion Bank and PNC Bank, National Association.*

10.21 Promissory Note dated , executed and delivered by
Albert H. Pharis, Jr. in favor of the Registrant.*

12.1 Statement regarding Computation of Ratio of Earnings to Fixed
Charges.

21.1 Subsidiary of Sygnet Wireless, Inc.

23.1 Consent of Ernst & Young LLP, Cleveland, Ohio

23.2 Consent of Ernst & Young LLP, Boston, Massachusetts

23.3 Consent of Ernst & Young LLP, Philadelphia, Pennsylvania

II-3
<PAGE> 272
23.4 Consent of Arthur Andersen L.L.P.

23.5 Consent of Coopers & Lybrand L.L.P.

23.6 Consent of Bryan Cave, L.L.P. (included in the legal opinions filed
as Exhibits 5.1 and 8.1. hereto)*

24.1 Powers of Attorney (included on the signature page to the
Registration Statement).

25.1 Statement of Eligibility of Trustee on Form T-1.

27.1 Financial Data Schedule.

- --------------
*To be filed by amendment.

(b) FINANCIAL STATEMENT SCHEDULES.

All schedules have been omitted since the required information is not
present in amounts sufficient to require submission of the schedules or because
the information required is included in the financial statements.

ITEM 17. UNDERTAKINGS.

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Act and is, therefore, unenforceable. In the event that 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 Act and
will be governed by the final adjudication of such issue.

The undersigned Registrant hereby undertakes that,

(1) For purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of
prospectus filed as part of this registration statement in reliance
upon Rule 430A and contained in the 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 of 1933, 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 the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.

II-4
<PAGE> 273
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 Canfield,
State of Ohio, on August 14, 1996.

Sygnet Wireless, Inc.

By: /s/ WARREN P. WILLIAMSON, III
--------------------------------
Warren P. Williamson, III
Director and Chairman

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signatures
appears below constitutes and appoints Warren P. Williamson, III, Albert H.
Pharis, Jr., Craig T. Sheetz and Thomas F. Dowd and each of them, as true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments to this Registration
Statement (including, without limitation, post-effective amendments and any
amendment or amendments increasing the amount of securities for which
registration is being sought) and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully and to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all which said attorneys-in-fact and agents or any of
them, or their or his substitute or substitutes, may lawfully do, or cause to
be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>

/s/ WARREN P. WILLIAMSON, III Director and Chairman August 14, 1996
- --------------------------------------------
Warren P. Williamson, III

/s/ ALBERT H. PHARIS, JR. Director, President and Chief August 14, 1996
- ---------------------------------------------- Executive Officer
Albert H. Pharis, Jr.

/s/ CRAIG T. SHEETZ Vice President, Chief Financial August 14, 1996
- ------------------------------------------------ Officer, Treasurer
Craig T. Sheetz

/s/ GREGORY T. PAULEY Vice President of Technical August 14, 1996
- ---------------------------------------------- Operations
Gregory T. Pauley

/s/ JOSEPH D. WILLIAMSON, II Director August 14, 1996
- ----------------------------------------------
Joseph D. Williamson, II
</TABLE>

II-5
<PAGE> 274
<TABLE>
<S> <C> <C>
/s/ LOWRY A. STEWART Director August 14, 1996
- ----------------------------------------------
Lowry A. Stewart

/s/ RAYMOND S. TITTLE, JR. Director August 14, 1996
- ----------------------------------------------
Raymond S. Tittle, Jr.
</TABLE>

II-6
<PAGE> 275
EXHIBIT INDEX