METROCALL INC, PRER14A, 1997-04-10

METROCALL INC
PRER14A, 1997-04-10
RADIOTELEPHONE COMMUNICATIONS

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<PAGE> 1

SCHEDULE 14A

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[X] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))

[ ] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
Metrocall, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.

(1) Title of each class of securities to which transaction applies:

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(2) Aggregate number of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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[ ] Fee paid previously with preliminary materials.

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[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

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(2) Form, Schedule or Registration Statement No.:

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(3) Filing Party:

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(4) Date Filed:

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<PAGE> 2

[METROCALL LOGO]

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 7, 1997

To the Stockholders of Metrocall, Inc.:

NOTICE IS HEREBY GIVEN that the Annual Meeting of the Stockholders (the
"Annual Meeting") of Metrocall, Inc. ("Metrocall") will be held at the
Ritz-Carlton, Pentagon City located at 1250 South Hayes Street, Arlington,
Virginia on May 7, 1997, at 9:00 a.m., Eastern Daylight Savings Time, to
consider and act upon the following proposals:

1. To elect three directors, each for a three-year term (Proposal
One);

2. To ratify the appointment by the Board of Directors of the firm of
Arthur Andersen LLP as independent public accountants of Metrocall for the
fiscal year ending December 31, 1997 (Proposal Two);

3. To consider and act upon the amendment to Metrocall's Amended and
Restated Certificate of Incorporation to increase the number of authorized
shares of Common Stock from 33,500,000 to 60,000,000 (Proposal Three);

4. To consider and act upon the proposal to approve the provisions of
Section 5 of the Certificate of Designation for the Series B Preferred
Stock permitting the convertibility of Series B Preferred Stock into Common
Stock (Proposal Four);

5. To consider and act upon certain amendments to Metrocall's 1996
Stock Option Plan (Proposal Five); and

6. To transact such other business as may properly come before the
meeting or any adjournments thereof.

Pursuant to Metrocall's Bylaws, the Board of Directors has fixed the close
of business on March 14, 1997, as the record date for the Annual Meeting. Only
holders of record of Metrocall Common Stock at the close of business on that
date will be entitled to notice of and to vote at the Annual Meeting or any
adjournments or postponements thereof.

By Order of the Board of Directors

/s/ RICHARD M. JOHNSTON

Richard M. Johnston
Chairman of the Board

Alexandria, Virginia,

April 11, 1997

IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, WHETHER OR
NOT YOU PLAN TO BE PRESENT IN PERSON AT THE ANNUAL MEETING, PLEASE DATE, SIGN
AND COMPLETE THE ENCLOSED PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE, WHICH
REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
<PAGE> 3

METROCALL, INC.

PROXY STATEMENT

FOR
ANNUAL MEETING OF METROCALL STOCKHOLDERS

TO BE HELD ON MAY 7, 1996

INTRODUCTORY STATEMENT

This Proxy Statement is being furnished to the stockholders of Metrocall,
Inc., a Delaware corporation ("Metrocall" or the "Company"), as part of the
solicitation of proxies by its board of directors (the "Board of Directors" or
the "Board") from holders of the outstanding shares of Metrocall common stock,
par value $.01 per share ("Common Stock" or "Metrocall Common Stock"), for use
at the Annual Meeting of Stockholders of Metrocall to be held on May 7, 1997,
and at any adjournments thereof ("Annual Meeting") at the Ritz-Carlton, Pentagon
City, 1250 South Hayes Street, Arlington, Virginia at 9:00 a.m., Eastern
Daylight Savings Time. At the Annual Meeting, stockholders will be asked to
elect three members of the Board of Directors (Proposal One); ratify the
appointment by the Board of Directors of Arthur Andersen LLP as independent
public accountants for the fiscal year ending December 31, 1997 (Proposal Two);
consider and act upon the amendment to Metrocall's Amended and Restated
Certificate of Incorporation increasing the number of authorized shares of
Common Stock (Proposal Three); consider and act upon the proposal to approve the
provisions of Section 5 of the Certificate of Designation for the Series B
Preferred Stock permitting convertibility of Series B Preferred Stock into
Common Stock (Proposal Four); consider and act upon certain amendments to
Metrocall's 1996 Stock Option Plan (Proposal Five); and to transact such other
business as may properly come before the meeting or any adjournments thereof.
This Proxy Statement, together with the enclosed proxy card, is first being
mailed to stockholders of Metrocall on or about April 11, 1997.

SOLICITATION, VOTING AND REVOCABILITY OF PROXIES

Each outstanding share of Common Stock is entitled to one vote on all
matters as to which a vote is taken at the Annual Meeting. The close of business
on March 14, 1997, has been fixed by the Board of Directors of Metrocall as the
record date (the "Record Date") for determination of stockholders entitled to
vote at the Annual Meeting. The number of shares of Common Stock outstanding on
the Record Date was 25,050,617. The presence, in person or by proxy, of at least
a majority of the shares of Common Stock outstanding on the Record Date
(12,525,309 shares) is necessary to constitute a quorum at the Annual Meeting.
Abstentions and broker non-votes will be treated as shares that are present and
entitled to vote for purposes of determining a quorum. Directors are elected
(Proposal One) by a plurality of the votes of shares present (in person or by
proxy) and entitled to vote. Proposal Two (Ratification of Independent Public
Accountants) will be approved if the votes cast in favor of the proposal exceed
the votes cast in opposition to the proposal. Abstentions and broker non-votes
with regard to Proposals One and Two will have no effect on the outcome.
Proposal Three (Amendment to Metrocall's Amended and Restated Certificate of
Incorporation to Increase the Number of Authorized Shares) requires the
affirmative vote of a majority of the Common Stock outstanding and entitled to
vote as of the record date. Abstentions and broker non-votes will be equivalent
to a vote against Proposal Three. Proposal Four (Convertibility of Series B
Preferred Stock into Common Stock) and Proposal Five (Amendment to Metrocall's
1996 Stock Option Plan) each require the affirmative vote of a majority of the
votes of shares present or represented and entitled to vote at the Annual
Meeting. For purposes of determining the number of votes present or represented
and entitled to vote with respect to Proposals Four and Five, abstentions will
be counted (and will, therefore, be equivalent to a vote against), but broker
non-votes will not be counted.

All proxies in the enclosed form of proxy that are properly executed and
returned to Metrocall prior to commencement of voting at the Annual Meeting will
be voted at the Annual Meeting or any adjournments or postponements thereof in
accordance with the instructions thereon. Executed but unmarked proxies will be
voted FOR all proposals set forth in this Proxy Statement. Any proxy may be
revoked by any stockholder who attends the Annual Meeting and gives notice of
his or her intention to vote in person without compliance with any other
formalities. In addition, any Metrocall stockholder may revoke a proxy at any
time before it is voted by executing and delivering a subsequent proxy or by
delivering a written notice to the Secretary of Metrocall stating that the proxy
is revoked. At the Annual Meeting, stockholder votes will be tabulated by
persons appointed by the Board of Directors to act as inspectors of election.
The Board of Directors does not know of any matters other than those set
forth herein which may come before the Annual Meeting. If any other matters are
properly presented at the Annual Meeting for action, it is intended that the
persons named in the applicable form of proxy will vote in accordance with their
best judgment on such matters.
The expense of printing this Proxy Statement and the proxies solicited
hereby will be paid by Metrocall. In addition to the use of the mails, proxies
may be solicited by officers and directors and regular employees of Metrocall,
without additional remuneration, by personal interviews, telephone, telegraph or
otherwise. Metrocall may also request brokerage firms, nominees, custodians and
fiduciaries to forward proxy materials to beneficial owners of shares of
Metrocall Common Stock and will provide reimbursement for the cost of forwarding
the material in accordance with customary charges. Metrocall has retained
Corporate Investor Communications, Inc., at an estimated cost of $3,500, plus
reimbursement of expenses, to assist in its solicitation of proxies from
brokers, nominees, institutions and individuals.

---------------------
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR APPROVAL OF
ALL PROPOSALS SET FORTH IN THIS PROXY STATEMENT.
---------------------
<PAGE> 4

BENEFICIAL OWNERSHIP OF COMMON STOCK

The following table sets forth certain information as of March 14, 1997,
regarding beneficial ownership of Common Stock by (i) each person who is known
to Metrocall to own more than 5% of Common Stock, (ii) each director and
executive officer of Metrocall and (iii) all directors and executive officers as
a group. The information on beneficial ownership in the table and the footnotes
thereto is based upon Metrocall's records and the most recent Schedule 13D or
13G filed by each such person or entity. Unless otherwise indicated, each person
has sole voting power and sole investment power with respect to the shares
shown.

<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENT OF
BENEFICIALLY COMMON STOCK
NAME OWNED(a) OUTSTANDING
------------------------------------------------------ ---------------- ------------
<S> <C> <C>
Richard M. Johnston, Chairman of the Board and
Director 2,305(b) *
William L. Collins, III, President, Chief Executive
Officer, Vice Chairman of the Board and Director 379,554(c) 1.5%
Vincent D. Kelly, Chief Financial Officer, Treasurer
and Executive Vice President 201,588(d) *
Steven D. Jacoby, Chief Operating Officer
and Executive Vice President 82,079(e) *
Harry L. Brock, Jr., Director
6677 Richmond Highway
Alexandria, VA 22306 3,593,710(f) 14.3%
Suzanne S. Brock, Director 200,000(g) *
Francis A. Martin, III, Director 62,000(b) *
Ronald V. Aprahamian, Director 51,000(b) *
Michael Greene, Director 2,059,019(h) 7.9%
Elliott H. Singer, Director 1,010,797(i) 4.0%
Ray D. Russenberger, Director 2,129,448 8.5%
Ryal R. Poppa, Director 10,000(b) *
Royce Yudkoff, Director -- *
All directors and executive officers as a group (13
persons) 9,781,500(j) 36.8%
Henry L. Hillman, Elsie Hilliard Hillman
and C.G. Grefenstette, Trustees
2000 Grant Building
Pittsburgh, PA 15219 1,196,576(k) 4.8%
UBS Capital LLC 2,059,019(l) 7.9%
299 Park Avenue
New York, NY 10171
</TABLE>

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

* Less than 1%.

(a) Under the rules of the Securities and Exchange Commission (the
"Commission"), a person who directly or indirectly has or shares voting
power or investment power with respect to a security is considered a
beneficial owner of the security. Voting power is the power to vote or
direct the voting of shares, and investment power is the power to dispose
of or direct the disposition of shares. Shares as to which voting power or
investment power may be acquired within 60 days are also considered as
beneficially owned under the Commission's rules. The table does not include
shares as to which a party might be deemed to share voting power pursuant
to certain agreements described below under "Election of Directors --
Voting Agreements."
(b) Includes Common Stock issuable upon the exercise of options (Mr. Johnston,
2,000 shares; Mr. Martin, 12,000 shares; Mr. Aprahamian, 11,000 shares; and
Mr. Poppa, 10,000 shares) granted under the Company's stock option plans.
(c) Includes 492 shares owned of record by Collins & Clarke, Inc.; 19,396 shares
owned of record by USA Telecommunications, Inc. ("USATel"); 305 shares owned
by William L. Collins, Jr.; and 11,846 shares issuable upon the exercise of
options exchanged in the merger with FirstPAGE USA, Inc. (the "FirstPAGE
Merger") in 1994.

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<PAGE> 5

(d) Includes 106,588 shares issuable upon the exercise of options granted under
the Company's stock option plans.

(e) Includes 379 shares held of record by Collins & Clarke, Inc.; 988 shares
owned of record by USATel; and 9,477 shares issuable upon the exercise of
options exchanged in the FirstPAGE Merger.

(f) Excludes 200,000 shares of Common Stock held of record by Suzanne S. Brock,
Mr. Brock's wife, of which Mr. Brock disclaims beneficial ownership.
Includes 112,510 shares issuable upon exercise of options granted under the
Company's stock option plans.

(g) Excludes 3,481,200 shares of Common Stock held of record by Harry L. Brock,
Jr., Ms. Brock's husband, of which Ms. Brock disclaims beneficial
ownership.

(h) Includes 970,365 shares held by UBS Capital LLC, of which Mr. Greene is a
Managing Director. Also includes 1,088,654 shares of Common Stock that may
be acquired upon exercise of warrants held by UBS Capital LLC.

(i) Includes 141,452 shares issuable upon exercise of options exchanged in the
merger with A+ Network, Inc. ("A+ Network Merger") in 1996.

(j) Includes an aggregate of 254,098 shares of Common Stock issuable upon the
exercise of options granted under the Company's stock option plans, and
1,088,654 shares issuable upon exercise of warrants held by UBS Capital
LLC. Also includes an aggregate of 21,323 shares of Common Stock issuable
upon the exercise of options exchanged in the FirstPAGE Merger and 141,452
shares issuable upon exercise of options exchanged in the A+ Network
Merger.

(k) Includes 42,391 shares owned by a trust for the benefit of Henry L. Hillman
(the "HLH Trust"), and 1,154,185 shares owned by Wilmington Securities,
Inc. ("Wilmington Securities"). Wilmington Securities is a Delaware private
investment company indirectly owned by The Hillman Company, a Pittsburgh,
Pennsylvania firm engaged in diversified investments and operations, which
is controlled by the HLH Trust. The trustees of the HLH Trust are Henry L.
Hillman, Elsie Hilliard Hillman and C.G. Grefenstette (the "HLH Trustees").
The HLH Trustees share voting power and dispositive power of the stock of
The Hillman Company. Does not include 56,520 shares owned by four
irrevocable trusts for the benefit of members of the Hillman family, as to
which shares the HLH Trustees (other than Mr. Grefenstette) disclaim
beneficial ownership. Does not include 42,391 shares owned by Venhill
Limited Partnership ("Venhill"), as to which shares the HLH Trustees
disclaim beneficial ownership. Venhill is a Delaware limited partnership,
of which the limited partners are trusts for the benefit of members of the
Hillman family. Howard B. Hillman, a step-brother of Henry L. Hillman, is
the general partner of Venhill.

(l) Includes 1,088,654 shares of Common Stock that may be acquired upon
exercise of warrants.

ELECTION OF DIRECTORS
(PROPOSAL ONE)

The Bylaws of Metrocall provide that the number of directors shall not be
fewer than three nor more than 11, unless certain events have occurred and are
continuing that give the holders of the Company's Series A Convertible Preferred
Stock ("Series A Preferred") the power to elect additional directors. The Board
of Directors by resolution has established the number of directors to be eleven.
Two of the directors are designated by the holders of the Series A Preferred.
Under the Company's Amended and Restated Certificate of Incorporation, the nine
directors elected by the Common Stock are divided into three classes that are to
be as nearly equal in number as possible. The term of office of only one class
of directors expires in each year, and their successors are elected for terms of
three years and until new successors are elected and qualified. The class of
directors whose term of office expires this year has three members. At the
Annual Meeting, three directors will be elected to the Board of Directors, each
for a three-year term, to fill those seats on the Board.

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<PAGE> 6

It is the intention of the persons named in the proxy to vote the shares
represented by each properly executed proxy for the election as directors of the
persons named below as nominees. The Board of Directors believes that the
nominees will stand for election and will serve if elected as directors.
However, if any of the persons nominated by the Board of Directors fails to
stand for election or will be unable to accept election, the proxies will be
voted for the election of such other person or persons as the Board of Directors
may recommend.

INFORMATION AS TO NOMINEES AND CONTINUING DIRECTORS

The following table sets forth the names of the Board of Directors'
nominees for election as directors and those directors who will continue to
serve after the Annual Meeting. Also set forth is certain other information,
with respect to each such person's age at March 14, 1997, principal occupation
or employment during the past five years, the periods during which he or she has
served as a director and positions currently held with Metrocall.

<TABLE>
<CAPTION>
NOMINEES FOR A THREE-YEAR DIRECTOR EXPIRATION POSITIONS HELD
TERM AGE SINCE OF TERM WITH METROCALL
--------------------------- --- -------- ---------- ----------------------------
<S> <C> <C> <C> <C>
William L. Collins, III 46 1994 1997 President, Chief Executive
Officer, Director and Vice
Chairman of the Board
Francis A. Martin, III 53 1994 1997 Director
Suzanne S. Brock 58 1982 1997 Director
CONTINUING DIRECTORS
---------------------------
Ryal R. Poppa 63 1996 1998 Director
Elliott H. Singer 56 1996 1998 Director
Ronald V. Aprahamian 50 1995 1998 Director
Harry L. Brock, Jr. 61 1982 1999 Director
Richard M. Johnston 62 1994 1999 Chairman of the Board
Ray D. Russenberger 42 1996 1999 Director
Michael Greene 35 1997 1999 Director
Royce Yudkoff 1997 1999 Director
</TABLE>

The holders of Series A Preferred have the right to designate two directors
of Metrocall. Michael Greene and Royce Yudkoff have been designated by such
holders.

Set forth below is certain biographical information regarding the directors
of the Company.

NOMINEES FOR A THREE-YEAR TERM

William L. Collins, III has been President and Chief Executive Officer of
Metrocall since January 1996 and has served as Director and Vice Chairman of the
Board since September 1994. From 1988 to 1994, Mr. Collins was the Chairman of
the Board, Chief Executive Officer, President and a director of FirstPAGE USA,
Inc. and its predecessor companies. Mr. Collins serves as Chairman of the Board
of Directors of USA Telecommunications, Inc. From 1977 to 1988, Mr. Collins was
President of C&C, Inc. ("C&C"), a national communications marketing and
management company.

Francis A. Martin, III has been a member of the Board of Directors of
Metrocall since November 1994. Mr. Martin is a principal of U.S. Media Group and
Chairman of the Board, President and Chief Executive Officer of Media Holdings,
Inc. Mr. Martin previously served as President and Chief Executive Officer of
Chronicle Broadcasting Company, a publicly-held television broadcasting company.

Suzanne S. Brock has been a director of Metrocall since 1982 and was
Secretary (through May 1996) and Treasurer (through August 1995) of Metrocall.
Ms. Brock was employed by Metrocall and its predecessor companies from 1965
through May 1996. Ms. Brock is the wife of Harry L. Brock, Jr. See "Voting
Agreements" below for information regarding the agreement of certain
shareholders to vote in favor of Ms. Brock's election to the Board of Directors.

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<PAGE> 7

CONTINUING DIRECTORS

Ryal R. Poppa is a private investor and has been a director of Metrocall
since November 1996. Mr. Poppa served as Chairman of the Board, President and
Chief Executive Officer of Storage Technology Corporation, an international
company that manufactures, markets and services information storage and
retrieval services for high performance computers, from January 1985 through
June 1996. Mr. Poppa serves on the board of directors of Carrier Access, Inc.

Elliott H. Singer has been a director of Metrocall since November 1996. Mr.
Singer was Chairman of the Board of A+ Communications, Inc. from its formation
in 1985 and was chairman of A+ Network from October 1995 until its merger with
Metrocall in November 1996, and also served as Chief Executive Officer of A+
Network from 1985 to January 15, 1996. Mr. Singer was the owner and Chief
Executive Officer of A+ Network's predecessor entities, through which he had
been engaged in the telemessaging service business since 1974 and in the paging
business since 1983. Mr. Singer was elected to the Board of Directors pursuant
to the Company's merger agreement with A+ Network.

Ronald V. Aprahamian is a private investor and has been a member of the
Board of Directors of Metrocall since May 1995. Mr. Aprahamian serves on the
board of directors of Sunrise Assisted Living, Inc. Mr. Aprahamian was Chairman
and Chief Executive Officer of The Compucare Company, a healthcare computer
software services firm, from January 1988 to October 1996. Mr. Aprahamian's son,
Thomas J. Aprahamian, is Vice President of Financial Operations of Metrocall and
receives an annual salary of approximately $85,000.

Harry L. Brock, Jr. founded Metrocall and served as Chairman of the Board
(through January 1996) and President (through August 1995). Mr. Brock has been a
director of Metrocall since 1982, and its predecessor companies since 1965. Mr.
Brock was a founding partner of Cellular One of Washington, one of the first
operating cellular systems. Mr. Brock is the husband of Suzanne S. Brock.

Richard M. Johnston has served as Chairman of the Board of Directors of
Metrocall since January 1996, and has been a member of the Board of Directors
since September 1994. Since 1970, Mr. Johnston has been Vice
President-Investments of The Hillman Company and a director of Hillman Company
since 1994. Mr. Johnston serves on the board of directors of Novoste
Corporation.

Ray D. Russenberger has been a director of Metrocall since November 1996.
Mr. Russenberger was Vice Chairman of A+ Network, Inc. ("A+ Network") from
October 1995 through the merger of A+ Network into Metrocall in November 1996.
He served as Chairman of the Board and Chief Executive Officer of Network Paging
Corporation ("Network") (which was merged with A+ Communications, Inc. in 1995
to form A+ Network) since December 1988. From 1985 to 1990, he founded and was
President of Network Paging Corporation, a paging company sold to Mobile
Communications Corporation of America, a wholly-owned subsidiary of BellSouth
Corporation, in 1990. Mr. Russenberger was elected to the Board of Directors
pursuant to the Company's merger agreement with A+ Network. Mr. Russenberger
serves on the board of directors of First American Bank of Pensacola.

Michael Greene has been a director of Metrocall since January 1997. He is a
Managing Director of UBS Capital LLC, which is the private equity subsidiary of
the Union Bank of Switzerland ("UBS"). Mr. Greene has worked in UBS' private
equity and leveraged finance businesses since he joined UBS in 1990. Mr. Greene
serves on the board of directors of CBP Resources Inc.

Royce Yudkoff has been a director of Metrocall since April 1997. Mr.
Yudkoff is the Managing Partner of ABRY Partners, Inc., a private equity
investment firm which invests in the communications and media industries. Prior
to co-founding ABRY in 1998, Mr. Yudkoff was a partner at Bain & Company
("Bain"), an international management consulting firm where he had significant
responsibility for Bain's media practice. Mr. Yudkoff serves on the board of
directors of Sullivan Broadcasting Company, Pinnacle Towers and several other
private companies.

CORPORATE GOVERNANCE AND OTHER MATTERS

The Board of Directors of the Company acts as nominating committee for
selecting nominees for election as directors. Metrocall's Bylaws permit
stockholders eligible to vote for the election of directors at the Annual

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<PAGE> 8

Meeting to make nominations for directors but only if such nominations are made
pursuant to timely notice in writing to the Secretary of Metrocall. The Bylaws
also permit stockholders to propose other business to be brought before an
annual meeting, provided that such proposals are made pursuant to timely notice
in writing to the Secretary of Metrocall. To be timely, notice must be received
at the principal executive offices of Metrocall no later than the date
designated for receipt of stockholder proposals in a prior public disclosure
made by Metrocall. For the 1998 Annual Meeting, such proposals must be received
by Metrocall no later than the date specified in this Proxy Statement for
stockholder proposals, which is November 30, 1997.

Pursuant to the Bylaws, Metrocall received timely notice of a stockholder
proposal from Norman H. Minkow, in which Mr. Minkow nominated himself as a
candidate for the Board of Directors. Therefore, Mr. Minkow has been duly
nominated for election to the Board, and ballots containing his name will be
available at the Annual Meeting. However, the Board of Directors is not
soliciting proxies in favor of Mr. Minkow's election.

The Board of Directors of Metrocall has appointed an Audit Committee to
review the scope of the independent annual audit, the independent public
accountants' letter to the Board of Directors concerning the effectiveness of
Metrocall's internal financial and accounting controls and the Board of
Directors' response to that letter, if deemed necessary. Compensation matters
are considered by the Compensation Committee of Metrocall. At March 14, 1997,
Messrs. Aprahamian and Martin were members of the Compensation and Audit
Committees. The Audit and Compensation Committees each held three and six
meetings, respectively, during 1996.

During the fiscal year ended December 31, 1996, Metrocall held four regular
and twelve special meetings of the Board of Directors. No directors attended
fewer than 75% of the meetings of the Board of Directors and the committees of
the Board on which each director served.

COMPENSATION OF DIRECTORS

Directors who are full-time officers of Metrocall receive no additional
compensation for serving on the Board of Directors or its committees. Directors
who are not full-time officers of Metrocall receive an annual fee of $15,000,
plus $2,000 for each regular board meeting attended and $1,000 for each special
board or committee meeting attended (other than a committee meeting that occurs
on the same day as an otherwise scheduled board meeting). Pursuant to a special
agreement, Mr. Johnston receives compensation of $30,000 per year, in addition
to $5,000 for each Board meeting attended and $1,000 for each committee or
special meeting attended. Mr. Johnston was also awarded an option in 1996 to
acquire 50,000 shares of Common Stock under the Company's stock option plan. The
exercise price for these options was $19.125 per share, which was changed to
$7.9375 on September 18, 1996. Directors are reimbursed for travel costs and
other out-of-pocket expenses incurred in attending meetings. In connection with
his resignation from the Board, Christopher A. Kidd waived any director's fees
which would be payable to him during the period February 7, 1996 to May 31,
1996, but was compensated for actual expenses associated with attendance at and
participation in Board of Directors' meetings during this period.

On May 1, 1996, the stockholders approved the Metrocall, Inc. 1996 Stock
Option Plan (the "1996 Plan"). The 1996 Plan provides for formula grants of
stock options to directors who have never been officers or employees of the
Company ("Eligible Directors"). Pursuant to the Plan, all Eligible Directors on
April 5, 1996 were granted an initial option to purchase 10,000 shares of Common
Stock. Every Eligible Director who commences service thereafter will be granted
an initial option to purchase 10,000 shares of Common Stock at the time such
Eligible Director commences service on the Board of Directors. Subsequently,
each Eligible Director who received an initial grant of an option will receive
an additional option to purchase 1,000 shares of Common Stock on each
anniversary of the initial option, provided that the director continues to be an
Eligible Director on each anniversary date. Options granted to Eligible
Directors will become fully vested six months after the date of grant. The
exercise price for options granted to Eligible Directors will be the fair market
value of the Common Stock on the date the option is granted or the date of
initial shareholder approval of the Plan, if later. Under the 1996 Plan, Messrs.
Martin, Aprahamian and Poppa were each granted initial options to purchase
10,000 shares of Common Stock during the fiscal year ending December 31, 1996,
with exercise

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<PAGE> 9

prices of $21.25, $21.25, and $5.625, respectively. As of December 31, 1996, a
total of 30,000 options had been granted to Eligible Directors under the 1996
Plan.

At its meeting on February 4, 1997, the Board of Directors approved a
repricing of all outstanding director stock options to $6.00 per share (other
than those with a lower exercise price). This repricing is subject to
shareholder approval of the proposed amendments to the 1996 Plan. See "Amendment
to 1996 Stock Option Plan."

EXECUTIVE OFFICERS

Executive officers of Metrocall serve at the pleasure of the Board of
Directors, subject to the provisions of their employment agreements.

The executive officers of Metrocall, their ages as of March 14, 1997, and
their position(s) with Metrocall are set forth below.

<TABLE>
<CAPTION>
NAME AGE POSITION
------------------------------------- --- -------------------------------------
<S> <C> <C>
William L. Collins III............... 46 President and Chief Executive Officer
Vincent D. Kelly..................... 37 Chief Financial Officer, Treasurer,
and Executive Vice President
Steven D. Jacoby..................... 39 Chief Operating Officer and Executive
Vice President
</TABLE>

Set forth below is certain biographical information concerning individuals
listed in the above table.

Vincent D. Kelly has been the Chief Financial Officer and Vice President of
Metrocall since January 1989. Mr. Kelly has also served as Treasurer since
August 1995, and was appointed Executive Vice President in February 1997. Mr.
Kelly served as Chief Operating Officer and Chief Financial Officer of Metrocall
from February 1993 through August 31, 1994, when Metrocall acquired FirstPAGE
USA, Inc. Mr. Kelly was a director of Metrocall from 1990 until November 1996.
Mr. Kelly is a certified public accountant.

Steven D. Jacoby has been Chief Operating Officer and Vice President of
Metrocall since September 1994. Mr. Jacoby was appointed Executive Vice
President in February 1997. Mr. Jacoby joined Metrocall from FirstPAGE USA, Inc.
where he had served as Chief Operating Officer, Vice President and Secretary
since 1988. Mr. Jacoby was a director of Metrocall from September 1994 until
November 1996.

VOTING AGREEMENTS

Messrs. Aprahamian, Brock, Collins, Jacoby, Martin, Kelly, Russenberger and
Singer, Ms. Brock, certain stockholders affiliated with the Hillman Company, and
UBS Capital LLC have agreed to vote all shares of Metrocall Common Stock held by
them in favor of Proposals Two and Three. The shares held by these stockholders
represent approximately 38.0% of the issued and outstanding shares of Metrocall
Common Stock on March 14, 1997.

Certain stockholders of Metrocall were parties to a voting agreement (the
"Voting Agreement") pursuant to which the stockholders agreed to vote for up to
seven persons designated by various of the stockholders to serve as directors of
Metrocall. The terms of the Voting Agreement expired on November 15, 1996,
except that the parties to the agreement, who now hold 21.8% of the issued and
outstanding shares of Metrocall Common Stock, agreed to vote in favor of the
reelection of Ms. Brock at the Annual Meeting.

7
<PAGE> 10

Messrs. Singer and Russenberger have separately agreed to vote the shares of
Metrocall Common Stock they hold in favor of the reelection of Ms. Brock at the
Annual Meeting.

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table sets forth a summary of all compensation during the
last three fiscal years for Metrocall's chief executive officer and each of
Metrocall's executive officers whose aggregate annual salary and bonus exceeded
$100,000 for the year ended December 31, 1996 and certain former officers of
Metrocall (the "named executive officers").

<TABLE>
<CAPTION>
ANNUAL COMPENSATION
FOR THE ----------------------------------- LONG TERM
YEAR OTHER COMPENSATION
NAME AND ENDED ANNUAL ------------- ALL OTHER
PRINCIPAL POSITION DECEMBER 31 SALARY BONUS COMPENSATION OPTIONS COMPENSATION
- -------------------------- ------------ -------- -------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
William L. Collins 1996 $288,696 $ 75,000 -- 100,000 $ 35,000(g)
III(a).................. 1995 68,365 54,640 $68,364(d) -- --
President, Chief 1994 47,212 -- -- -- --
Executive Officer
(effective January
1996), Director and
Vice Chairman of the
Board
Vincent D. Kelly.......... 1996 224,711 100,000 -- 206,588(e) 2,375(h)
Chief Financial Officer, 1995 209,807 72,860 -- 50,000 1,656(h)
Treasurer and 1994 199,519 57,140 -- 34,588 3,745(h)
Executive Vice
President
Steven D. Jacoby(b)....... 1996 224,711 100,000 -- 100,000(e) 1,425(h)
Chief Operating Officer 1995 209,807 72,860 -- 50,000 1,099(h)
and Executive Vice 1994 62,949 -- -- -- --
President
Harry L. Brock, Jr. ...... 1996 206,175 -- -- 122,510(e) --
Former Chairman of Board 1995 273,450 109,280 -- 10,000 --
and President 1994 303,836 85,720 -- 36,510 5,033(h)
Christopher A. Kidd(c).... 1996 8,077 -- -- -- 283,797(i)
Former Chief Executive 1995 209,807 72,860 -- 50,000(f) 462(h)
Officer and Vice 1994 199,519 57,140 -- 34,588 3,816(h)
President
</TABLE>

- ---------------
(a) Mr. Collins became employed by the Company effective August 31, 1994, as a
result of the FirstPAGE Merger. Mr. Collins became Chief Executive Officer
in January 1996.
(b) Mr. Jacoby became employed by the Company effective August 31, 1994, as a
result of the FirstPAGE Merger.
(c) Mr. Kidd resigned on January 16, 1996.
(d) Payments under a non-competition agreement entered into with the Company on
August 31, 1994.

(e) Includes options granted in previous years that were repriced during the
fiscal year as follows: Mr. Kelly, 156,588 options, Mr. Jacoby, 50,000
options, Mr. Brock, 122,510 options.

(f) Options granted to Mr. Kidd in 1995 were canceled in 1996.

(g) Payments by the Company for life insurance premiums pursuant to Mr. Collins'
employment contract.

(h) Allocation of employer contribution under the Metrocall, Inc. Savings and
Retirement Plan (the "Savings Plan").

(i) Includes severance payments of $276,923, $6,692 in benefits under severance
agreement and allocation of $182 employer contribution under the Savings
Plan.

8
<PAGE> 11

OPTION GRANTS IN 1996

The following table sets forth information concerning grants of stock
options, during the fiscal year ended December 31, 1996 to each of the named
executive officers.

<TABLE>
<CAPTION>
% OF TOTAL
NUMBER OF POTENTIAL REALIZABLE
SHARES VALUE AT ASSUMED
NUMBER UNDERLYING ANNUAL RATES OF
OF SHARES OPTIONS STOCK PRICE APPRECIATION
UNDERLYING GRANTED TO EXERCISE FOR OPTION TERM
OPTIONS EMPLOYEES IN PRICE EXPIRATION ------------------------
NAME GRANTED(a) FISCAL YEAR (%) ($/SH)(b) DATE(c) 5% ($) 10% ($)
- -------------------------- ---------- ---------------- --------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
William L. Collins, III... 100,000 16.9% $7.9375 1/16/06 499,185 1,265,033
Vincent D. Kelly.......... 25,000 4.2 7.9375 1/16/06 124,796 316,258
Steven D. Jacoby.......... 25,000 4.2 7.9375 1/16/06 124,796 316,258
Vincent D. Kelly.......... 25,000 4.2 7.9375 2/07/06 124,796 316,258
Steven D. Jacoby.......... 25,000 4.2 7.9375 2/07/06 124,796 316,258
</TABLE>

- ---------------
(a) Options granted to Mr. Collins become exercisable on January 16, 1998, two
years from the date of grant. Options granted to Messrs. Kelly and Jacoby
become exercisable on January 16, 1998 (50,000) and February 7, 1998
(50,000), two years from the respective dates of grant.

(b) The Compensation Committee repriced outstanding non-qualified options for
current employees and officers on September 18, 1996 to $7.9375 per share.
On February 4, 1997, the Compensation Committee approved a further repricing
of outstanding non-qualified options for current employees and officers to
$6.00 per share.

(c) Options can only be exercised so long as the optionee is employed by
Metrocall or a subsidiary of Metrocall and for three months after
termination of employment.

AGGREGATE OPTION EXERCISES IN 1996 AND OPTION YEAR-END VALUE

The following table sets forth the fiscal year-end value of all unexercised
options held by named executive officers. No named executive officer exercised
any stock options during the fiscal year.

<TABLE>
<CAPTION>
NUMBER OF SHARES
UNDERLYING UNEXERCISABLE VALUE OF UNEXERCISED
OPTIONS AT IN-THE-MONEY OPTIONS AT
DECEMBER 31, 1996 DECEMBER 31, 1996
NAME EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
----------------------------------------- ------------------------- -------------------------
<S> <C> <C>
William L. Collins III................... 11,846/100,000 $47,159/$--
Vincent D. Kelly......................... 106,588/100,000 $--/$--
Steven D. Jacoby......................... 9,477/100,000 $37,728/$--
Harry L. Brock, Jr. ..................... 112,510/ 10,000 $--/$--
Christopher A. Kidd...................... 106,588/-- $--/$--
</TABLE>

9
<PAGE> 12

REPRICING OF OPTIONS

The following table sets forth information concerning the repricing of
options granted to named executive officers during the period ended December 31,
1996.

TEN-YEAR OPTIONS/SAR REPRICING

<TABLE>
<CAPTION>
LENGTH OF
NUMBER OF MARKET EXERCISE ORIGINAL
SECURITIES PRICE OF PRICE AT OPTION TERM
UNDERLYING STOCK AT TIME OF REMAINING AT
REPRICED OR TIME OF REPRICING OR NEW TIME OF
AMENDED REPRICING AMENDMENT EXERCISE REPRICING OR
NAME DATE OPTIONS (#) ($) ($) PRICE ($) AMENDMENT
- ------------------------------------------ -------- ----------- --------- ------------ --------- ------------
<S> <C> <C> <C> <C> <C> <C>
Vincent D. Kelly.......................... 1/16/96 50,000 $ 19.125 $20.25 $ 19.125 114 months
Chief Financial Officer, Treasurer and
Executive Vice President
Steven D. Jacoby.......................... 1/16/96 50,000 $ 19.125 $20.25 $ 19.125 114 months
Chief Operating Officer, and Executive
Vice President
William L. Collins, III................... 9/18/96 100,000 $ 7.9375 $19.125 $ 7.9375 112 months
President, Chief Executive Officer and
Vice Chairman of the Board
Vincent D. Kelly.......................... 9/18/96 72,000 $ 7.9375 $19.50 $ 7.9375 86 months
Chief Financial Officer, Treasurer and 34,588 $ 7.9375 $13.00 $ 7.9375 92 months
Executive Vice President 50,000 $ 7.9375 $19.125 $ 7.9375 106 months
25,000 $ 7.9375 $19.125 $ 7.9375 112 months
25,000 $ 7.9375 $20.25 $ 7.9375 113 months
Steven D. Jacoby.......................... 9/18/96 50,000 $ 7.9375 $19.125 $ 7.9375 106 months
Chief Operating Officer, and Executive 25,000 $ 7.9375 $19.125 $ 7.9375 112 months
Vice President 25,000 $ 7.9375 $20.25 $ 7.9375 113 months
Harry L. Brock, Jr........................ 9/18/96 76,000 $ 7.9375 $19.50 $ 7.9375 86 months
Former Chairman of the Board and 36,510 $ 7.9375 $13.00 $ 7.9375 92 months
President 10,000 $ 7.9375 $20.25 $ 7.9375 106 months
</TABLE>

For a discussion of the decision by the Compensation Committee to reprice
the options, see "Compensation Committee Report on Executive Compensation"
below.

EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT

Until January 16, 1996, Mr. Collins' employment was governed by a
three-year contract dated August 31, 1994, whereby Mr. Collins agreed to serve
as Vice Chairman of the Board of Directors and a member of the Mergers and
Acquisitions Committee of the Board. Mr. Collins also agreed to undertake such
other duties and responsibilities as agreed upon with the Company. The contract
provided for an annual fee equal to one-quarter of the base salary plus bonus
paid to Mr. Brock for the preceding fiscal year and a non-competition fee also
equal to one-quarter of the base salary plus bonus paid to Mr. Brock for the
preceding fiscal year. The August 31, 1994 contract was canceled and replaced by
a one-year contract dated January 16, 1996, whereby Mr. Collins agreed to serve
as President, Chief Executive Officer, Director and Vice Chairman of the Board
of Directors. The January 16, 1996 contract provided for a base salary of
$300,000 per year, a one-time signing bonus of $75,000 and a recommendation that
the Compensation Committee award Mr. Collins an option to acquire 100,000 shares
of Common Stock under the Company's stock option plan.

Mr. Jacoby's compensation was governed initially by a three-year written
contract dated August 31, 1994 whereby Mr. Jacoby agreed to serve as Chief
Operating Officer. The contract had an initial term of three years with
automatic one-year renewals on each anniversary date thereof. The contract was
amended effective January 1, 1996 to provide for a base salary of $225,000 per
year, a one-time bonus of $100,000 and a recommendation that the Compensation
Committee award Mr. Jacoby an option to acquire 25,000 shares of Common Stock
under the Company's stock option plan.

Mr. Kelly's compensation was governed initially by a three-year written
contract dated June 1, 1993, whereby Mr. Kelly agreed to serve as Chief
Financial Officer. The contract had an initial term of three years

10
<PAGE> 13

with automatic one-year renewals on each anniversary date thereof. The contract
was amended effective January 1, 1996 to provide for a base salary of $225,000
per year, a one-time bonus of $100,000 and a recommendation that the
Compensation Committee award Mr. Kelly an option to acquire 25,000 shares of
Common Stock under the Company's stock option plan.

Mr. Collins, Mr. Jacoby, and Mr. Kelly entered into new employment
contracts approved by the Compensation Committee and dated May 15, 1996. The new
contracts did not change the salary or benefits of any of those officers, except
that Metrocall will now be responsible for certain life insurance premiums
incurred by Mr. Collins. The term of employment for each of the officers was
extended to December 31, 1999 from December 31, 1996 (for Mr. Collins), August
31, 1998 (for Mr. Jacoby), and June 1, 1999 (for Mr. Kelly). In addition, Mr.
Collins' contract now includes a provision (similar to that in Messrs. Jacoby's
and Kelly's contracts) for automatic one-year extensions on anniversaries of May
15. Pursuant to their terms, each of Messrs. Collins', Jacoby's and Kelly's
contract has been automatically extended through December 31, 2000.

The contract provisions regarding termination of employment are described
below.

Termination of Employment Contract Provisions for Messrs. Collins, Jacoby
and Kelly. Each of Messrs. Collins', Jacoby's and Kelly's contracts provides
that, if the executive's employment is terminated without cause, if the
executive terminates the contract for good reason, or if the executive's
employment is terminated by reason of death or disability, Metrocall will pay
the executive or his estate the full base salary and benefits (in connection
with termination without cause or resignation for good reason) that would
otherwise have been paid to the executive during the remaining term of the
agreement. Terminations without cause or resignations for good reason would also
require Metrocall to pay the executive, at his election, the difference between
the fair market value of stock subject to options (including those otherwise
unexercisable) and the price he would have had to pay to exercise the options.
If the executive voluntarily terminates employment (other than for good reason),
Metrocall will pay the executive one year's base salary and benefits under the
contract. The reasons for resignation for good reason under the revised
contracts include the termination of any of the others for reasons other than
cause, death, or disability.

Change of Control Agreements for Messrs. Collins, Jacoby and Kelly. Messrs.
Collins, Jacoby, and Kelly entered into separate change of control agreements
approved by the Compensation Committee as of May 15, 1996 to run through
December 31, 1999 (with automatic extensions). Each such contract has been
automatically extended through December 31, 2000. Changes of control are defined
as (i) any action required to be reported pursuant to Item 6(e) of Schedule 14A
as a "change of control" (generally a 50% change in share ownership but other
changes may also qualify), (ii) any person's acquiring more than 25% of the
voting power of Metrocall voting stock, unless with the prior approval of the
Board, (iii) changes in Board membership such that during any two consecutive
years, Board members at the beginning constitute less than a majority of the
Board at the end (including as Board members at the beginning of the period any
directors added during the period with approval of two-thirds of the Board),
(iv) merger or reorganization in which Metrocall does not survive or in which
the outstanding shares of Metrocall are converted into other shares or
securities (except through a reincorporation or setting up a holding company);
(v) a more than 50% turnover of voting power in a merger, reorganization, or
similar transaction approved by stockholders, unless 75% of the Board carries
over to the new entity; or (vi) any other event the Board determines constitutes
a change of control. A change of control is also deemed to occur if the
executive is removed at the request of a third party who has taken steps to
effect a change of control or the termination was otherwise caused by a change
of control. Under the change of control agreements, executives would be entitled
to payment of three times the sum of their salary and most recent bonus within
30 days after termination of employment after a change of control (other than
termination for death, disability, or cause), together with a payment of the
option spread (as described above under terminations of employment), paid health
coverage for up to 18 months, and certain other benefits. Payments would be
grossed up, as necessary, to provide that the executive receives his payments
net of any excise taxes and any taxes on the excise payment (but the executive
would remain responsible for any income taxes on the payment).

11
<PAGE> 14

Severance Agreement. Mr. Kidd had entered into a three-year written
contract dated June 1, 1993 whereby Mr. Kidd agreed to serve as Chief Executive
Officer. The base salary under this agreement, as set by the Compensation
Committee of the Board of Directors, was $210,000. Effective January 16, 1996,
Mr. Kidd resigned his position as Chief Executive Officer. Pursuant to the terms
of a severance agreement with Mr. Kidd dated February 7, 1996, Mr. Kidd's
employment agreement dated June 1, 1993 was canceled. The Company paid Mr. Kidd
a lump sum of $75,000 upon the execution of the severance agreement and will
continue to pay Mr. Kidd $210,000 per year until May 31, 1998. In lieu of
benefits due Mr. Kidd under his employment agreement, the Company will pay Mr.
Kidd $600 per month for 12 months. In addition, Mr. Kidd will be entitled to all
rights provided under 1993 and 1994 stock option awards and related agreements.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

Executive Compensation Philosophy. Metrocall's philosophy regarding
executive compensation is to offer competitive and fair compensation that will
attract and retain key executives, and to reward executives and hold them
accountable for Metrocall's overall performance. Particular factors that the
Compensation Committee believes important in assessing performance are growth in
the number of pagers in service and cash flow, on an annual basis, and, on a
longer term basis, growth in stockholder value as measured by stock price. In
establishing appropriate levels for base salary, the Compensation Committee
considered base salary levels of senior executives at other public paging and
other wireless companies, particularly in the peer group described in the
performance graph below ("Peer Group") and the particular officer's overall
contributions to Metrocall during the past year and previously. Annual
performance bonuses are based upon the Compensation Committee's evaluation of
the executive's performance in achieving corporate objectives during the
preceding fiscal year. Option grants are designed to reward an executive officer
for his or her overall contribution to Metrocall and to serve as an incentive to
achieve Metrocall's goal of increasing stockholder value.

In 1996, many of the Compensation Committee's decisions were motivated by
its view that, following the resignation of the Company's former Chief Executive
Officer and replacement of its Chairman of the Board, achievement of the
Company's objectives required the long-term retention of the core management
group consisting of William Collins, Steven Jacoby and Vincent Kelly.
Accordingly, the Committee during the course of the year approved three-year
employment contracts with each executive, as well as agreements providing
benefits in the event of a change in control of Metrocall.

Base Salary. In determining the appropriate level of base salaries, the
Compensation Committee considers responsibility, prior experience and
accomplishments and the relative importance of the position in achieving Company
objectives. The Compensation Committee also sets base salaries at levels
necessary to retain key employees. For this purpose, the Compensation Committee
considers base salary levels paid by companies in the Peer Group and salary
levels paid by other companies competing for executive talent. Mr. Collins' base
salary for 1996 was established in his January 1996 employment contract, and is
comparable to that of the Company's former President and Chairman of the Board.
During the course of the year, the Committee considered whether to increase the
base salaries of the key executives. It decided to maintain salaries at the
levels specified in the employment agreements entered into early in the year. In
accordance with the Compensation Committee's recommendations in August 1995, the
base salary of Harry Brock, former Chairman of the Board and President, was
reduced, effective August 1, 1996, from $233,000 to $167,000.

Bonuses. In January 1996, the Compensation Committee approved a special
bonus to Mr. Collins of $75,000 to induce him to accept the position of Chief
Executive Officer. The Committee also approved bonuses to Messrs. Jacoby and
Kelly of $100,000 based on its assessment of their accomplishments in achieving
corporate objectives in 1995, in particular Metrocall's successful debt and
equity offerings.

Stock Option Grants. The Compensation Committee believes that stock options
are necessary to focus each executive's attention on the Company's goal of
increasing stockholder value as reflected in the stock price. In determining the
level of option grants, the Compensation Committee considers the executive's
level of stock ownership and position in the Company. The Compensation Committee
has determined that the overall level of stock options for the year is
consistent with the practice of companies in the Peer Group.

12
<PAGE> 15

During 1996, the Compensation Committee approved awards of 100,000 options to
Mr. Collins, and awards of 50,000 options each to Messrs. Jacoby and Kelly.

Stock Option Repricing. In January 1996, the Committee approved a repricing
of 50,000 options granted to each of Messrs. Jacoby and Kelly in July 1995. The
repricing reduced the exercise price from $20.25 per share to $19.125 per share.
The Committee approved this action as part of the compensation package designed
to ensure their retention and continued performance in light of the management
changes discussed above.

Beginning in June 1996, following reports of adverse operating results and
other developments reported by other companies in the paging industry, there
occurred a significant decline in the trading prices of the stocks, of paging
companies, including the Company's. In response to this industry-wide decline,
the Compensation Committee decided, on September 18, 1996, to change the
exercise price of all non-qualified options outstanding to all current employees
of the Company. The exercise price was reset at $7.9375 per share, the closing
price of Common Stock on September 17, 1996. The Committee concluded that,
absent the repricing, the options, originally priced between $13 and $21 per
share (except for 20,000 shares at $8), would no longer serve their intended
function of providing an incentive to employees to achieve Metrocall's goal of
increasing stockholder value. The Compensation Committee, as of October 31,
1996, granted replacement incentive stock options ("ISOs") to holders of ISOs to
provide them with comparable incentives. The exercise price for these ISO grants
was $7.3975, the September 17, 1996 closing price, which was higher than the
closing price of Common Stock on October 31.

Submitted by the Compensation Committee of Metrocall as of April 7, 1997

Francis A. Martin, III Ronald V. Aprahamian

METROCALL PERFORMANCE

The following table sets forth comparative information regarding
Metrocall's cumulative stockholder return on the Common Stock since July 1993,
when the Common Stock first became publicly traded. Total stockholder return is
measured by dividing total dividends (assuming dividend reinvestment) plus share
price change for a period by the share price at the beginning of the measurement
period. Metrocall's cumulative stockholder return based on an investment of $100
on July 16, 1993 through December 31, 1996, is compared to the cumulative total
return of the NASDAQ Market Index and an index comprised of publicly traded
paging companies (the "Peer Group Index") during that same period. The Peer
Group Index is based on the cumulative total stockholder return of publicly
traded companies which solely engage in the paging line of business, and which
were already publicly traded as of July 1993. These companies are Arch
Communications Group, Inc. (APGR), Paging Network Inc. (PAGE) and ProNet, Inc.
(PNET). The returns of each component issuer of the Peer Group Index has been
weighted according to the respective issuer's stock market capitalization at the
beginning of each period for which a return is indicated. Page America Group,
Inc. (PGG) was previously included in the Peer Group. It was removed from
listing on the AMEX in May 1996, and accordingly no quotations are available.

13
<PAGE> 16

COMPARISON OF CUMULATIVE TOTAL RETURN
OF COMPANY, PEER GROUP AND BROAD MARKET

<TABLE>
<CAPTION>
MEASUREMENT PERIOD
(FISCAL YEAR COVERED) METROCALL INC. PEER GROUP NASDAQ MARKET
<S> <C> <C> <C>
7/16/93 100.00 100.00 100.00
9/30/93 133.96 121.32 105.02
12/31/93 132.08 135.76 105.26
3/31/94 135.85 104.91 106.96
6/30/94 98.11 123.91 106.05
9/30/94 129.25 132.83 111.70
12/30/94 128.30 152.74 109.46
3/31/95 126.42 152.90 112.69
6/30/95 137.74 158.26 123.28
9/29/95 209.43 219.09 137.36
12/29/95 144.34 220.96 136.26
3/29/96 156.60 224.05 142.55
6/28/96 83.96 209.50 153.12
9/30/96 48.11 172.77 157.34
12/31/96 37.85 130.65 164.74
</TABLE>

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

RELATED PARTY TRANSACTIONS

Metrocall leases its office space in Alexandria, Virginia from Beacon
Communications Associates, Ltd. ("Beacon Communications"), a Virginia limited
partnership that engages in real estate investment and leasing, and in which
Metrocall is a general partner and has a 20% interest. Mr. Brock and Ms. Brock
are limited partners of Beacon Communications, holding 20% and 30% interests,
respectively. Their children, David H. Brock and Lisa S. Brock, are also limited
partners of Beacon Communications, holding 10% each. The lease terminates in
July 2010. Metrocall paid rent for the premises during 1996 on a monthly basis
in the annual amount of $229,000. The annual rent for 1997 is expected to be
approximately $229,000.

Metrocall also leases an antenna site from Beacon Communications. The lease
terminates in November 2010. Metrocall paid rent for the site during 1996 on a
monthly basis in the annual amount of $68,000. The annual rent for the site is
expected to be approximately $67,000 in 1997.

Beacon Communications financed the construction of the Alexandria, Virginia
office building with an Industrial Revenue Bond in the principal amount of
$1,800,000 issued by the Fairfax County, Virginia Economic Development
Authority, dated December 20, 1983 (the "IRB"). Mr. Brock and Ms. Brock have
guaranteed, in their individual capacities, payment of the final $400,000 due on
the IRB. On December 31, 1996, the principal amount outstanding on the IRB was
approximately $914,000. During 1996, Beacon Communications repaid the principal
balance outstanding ($145,000) of a note payable to Metrocall.

14
<PAGE> 17

Metrocall leases its Harrisburg, Pennsylvania office space from 227
Associates, a Virginia general partnership that engages in real estate
investment and leasing, in which Metrocall is a general partner and has a 10%
interest. Mr. Brock and Ms. Brock are general partners of 227 Associates,
holding 10% and 60% interests, respectively. Metrocall paid rent for the
premises during 1996 on a monthly basis in the annual amount of $33,000. The
annual rent for the premises is expected to be approximately $33,000 in 1997.

Franklin Associates and 314 Associates are Virginia general partnerships
owned and controlled by the Brock family that license to Metrocall radio station
equipment and tower use for some of Metrocall's operations in Virginia. During
1996, Metrocall paid rent on a monthly basis in the annual amounts of
approximately $147,000 to 314 Associates and approximately $57,000 to Franklin
Associates. During 1997, Metrocall expects that its rent to 314 Associates and
Franklin Associates will be approximately $124,000 and $54,000, respectively.

Metrocall believes that its agreements with Beacon Communications, 227
Associates, 314 Associates and Franklin Associates are on terms that are no less
favorable to Metrocall than could be obtained from an unaffiliated party in an
arms-length transaction.

In July 1993, Metrocall and Messrs. Brock, Kidd and Kelly and Ms. Brock
(the "Subchapter S stockholders") entered into a Tax Indemnification Agreement
relating to their respective income tax liabilities in connection with
Metrocall's earlier status as an S Corporation. Because Metrocall became subject
to corporate income taxation after Metrocall's initial public offering (the
"Offering"), the reallocation of income and deductions between the period during
which Metrocall was treated as an S Company and the period during which
Metrocall became subject to corporate income taxation may have increased the
taxable income of one party while decreasing that of another party. Accordingly,
the Tax Indemnification Agreement was intended to assure that taxes are borne by
Metrocall on the one hand and the Subchapter S stockholders on the other hand
only to the extent that such parties are required to report the related income
for tax purposes. Subject to certain limitations, the Tax Indemnification
Agreement generally provides that the Subchapter S stockholders will be
indemnified by Metrocall with respect to Federal and state income taxes (plus
interest and penalties) shifted from a Metrocall taxable year subsequent to the
Offering to a taxable year in which Metrocall was an S Corporation. In addition,
Metrocall will be indemnified by the Subchapter S stockholders, subject to
certain limitations, with respect to federal and state income taxes (plus
interest and penalties) that arise from a termination of S Corporation status
prior to the date of such termination or which are shifted from S Corporation
taxable year to a Metrocall taxable year subsequent to the consummation of the
Offering. Any payment made by Metrocall to the Subchapter S stockholders
pursuant to the Tax Indemnification Agreement likely will be considered by the
Internal Revenue Service or the applicable state taxing authorities to be
nondeductible by Metrocall for income tax purposes. As of March 1, 1997, no
indemnification obligations have arisen under the Tax Indemnification Agreement
with respect to any of the parties thereto.

Mr. William Collins, President, Chief Executive Officer, Director, and Vice
Chairman of the Board of Directors of Metrocall and former Chairman of the Board
of Directors, President and Chief Executive Officer of FirstPAGE, is a general
partner in three real estate partnerships that leased commercial office space to
Metrocall at three locations in Alexandria, Virginia during 1996. Mr. Steven D.
Jacoby, Chief Operating Officer, is a general partner in one of such
partnerships. Leases on two of the Alexandria locations either expired or were
terminated in 1996. The lease payments to entities with whom Messrs. Collins and
Jacoby are affiliated amounted to approximately $31,000 for the year ended
December 31, 1996. The annual rent for the remaining lease in 1997 is expected
to amount to approximately $14,000.

At December 31, 1995, USA Telecommunications, Inc. ("USATel") had not
reimbursed the Company approximately $69,000 representing USATel employees'
insurance claims paid on behalf of USATel by Metrocall. Mr. Collins is Chairman
of the Board of Directors of USATel in addition to his positions as President,
Chief Executive Officer, Director and Vice Chairman of the Board of Directors of
Metrocall. The amount due from USATel was fully reserved for financial reporting
purposes at December 31, 1996.

The Company leases its regional office in Pensacola, Florida and warehouse
space from a company owned by Ray D. Russenberger, a member of the Board of
Directors and the former Vice Chairman of A+ Network, Inc. From the date of
acquisition through December 31, 1996, Metrocall, Inc. paid rent on a monthly
basis of

15
<PAGE> 18

approximately $43,200. The leases expire on dates ranging from May 31, 1998 to
December 31, 1998. The annual rent for the premises is expected to be
approximately $520,000 in 1997.

INDEBTEDNESS OF MANAGEMENT

In December 1986, Metrocall made a loan to Mr. Brock in the original
principal amount of $350,000 to finance Mr. Brock's purchase of a 33.3% interest
in Page KOM. The promissory note bears an annual interest rate of 7.39%. The
principal is payable when the note becomes due on December 31, 1996, subject to
acceleration in the event of a default as defined in the promissory note. At
December 31, 1995, for financial accounting purposes, the accrued interest of
$60,000 was written off and the principal of $267,000 was written down to
$50,000. On February 9, 1996, Mr. Brock paid $50,000 to the Company, and
accordingly the loan has been deemed satisfied.

RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS

(PROPOSAL TWO)

The Board of Directors of Metrocall has appointed the firm of Arthur
Andersen LLP to continue as independent public accountants for Metrocall for the
fiscal year ending December 31, 1997, subject to ratification of such
appointment by the stockholders. Arthur Andersen LLP has acted as the
independent public accountants of Metrocall since 1993. Unless otherwise
indicated, properly executed proxies will be voted in favor of ratifying the
appointment of Arthur Andersen LLP, independent public accountants, to audit the
books and accounts of Metrocall for the fiscal year ending December 31, 1997. No
determination has been made as to what action the Board of Directors would take
if the stockholders do not ratify the appointment.

Representatives of Arthur Andersen LLP will be present at the Annual
Meeting. They will be given the opportunity to make a statement if they desire
to do so and will be available to respond to appropriate questions.

The Board of Directors recommends that you vote FOR the ratification of the
appointment of Arthur Andersen LLP as independent public accountants for the
fiscal year ending December 31, 1997.

AMENDMENT OF METROCALL CHARTER TO INCREASE IN THE NUMBER OF
AUTHORIZED SHARES OF COMMON STOCK

(PROPOSAL THREE)

The Board of Directors has determined that it is in the best interests of
the Company and its stockholders to increase the authorized number of shares of
Common Stock from 33,500,000 to 60,000,000. The Board recommends that the
stockholders approve the amendment to Section 4.1 of the Company's Amended and
Restated Certificate of Incorporation (the "Charter") to effect the proposed
increase. The provisions of Section 4.1 of the Charter, as proposed to be
amended, is set forth in Exhibit A to this Proxy Statement. The purposes of the
amendment are 1) to authorize additional shares of Common Stock that can be
reserved for issuance upon conversion of the Series A Preferred Stock ("Series A
Preferred"); 2) to authorize additional shares of Common Stock that can be
issued, if necessary, as consideration for the acquisition of substantially all
the assets of Page America Group, Inc., and its subsidiaries ("Page America")
and can be reserved for issuance upon conversion of the Company's Series B
Junior Convertible Preferred Stock ("Series B Preferred"), to the extent such
Series B Preferred is issued as part of the consideration for the Page America
acquisition; and 3) to authorize additional shares of Common Stock for issuance
upon exercise of current and future employee stock options and for other
corporate purposes.

SERIES A PREFERRED

On November 15, 1996, the Company raised $39.9 million in equity capital
through a private placement of Series A Preferred having a liquidation
preference of $39.9 million and warrants to purchase 2,915,254 shares of Common
Stock. The Series A Preferred has a dividend rate of 14% of the stated value per
year, payable semi-annually in cash or in additional shares of Series A
Preferred, at the Company's option.

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<PAGE> 19

The Series A Preferred, including shares paid as dividends, will be convertible
into Common Stock beginning November 15, 2001, or sooner upon the occurrence of
certain "change in control" events. Under the terms of the certificate of
designation for the Series A Preferred, the Company is required, beginning on
the earlier of June 1, 1997, or the approval of an increase in the number of
authorized shares of Common Stock to 50,000,000 shares, to reserve and keep
available at least 15,000,000 shares out of its authorized but unissued shares
of Common Stock for the purpose of effecting conversion of the Series A
Preferred into Common Stock. The agreement with the purchasers of the Series A
Preferred requires the Company to seek stockholder approval of such increase
prior to June 1, 1997.

If the stockholders do not approve the proposed increase in authorized
shares of Common Stock, the dividend rate of Series A Preferred will increase
from 14% to 16%, and dividends will be payable in cash to the extent permitted
by applicable covenants in the Company's debt agreements. Such covenants
currently would permit the payment of up to $10 million a year in cash
dividends, if certain debt ratios are otherwise satisfied. In addition, the
holders of Series A Preferred will be permitted to elect additional directors to
Metrocall's Board of Directors so that such directors constitute no less than
40% of the members of the Board of Directors. These terms will remain in effect
until the required increase in authorized shares is approved.

The Board of Directors believes that these provisions of the Series A
Preferred could have an adverse impact on the Company and the holders of Common
Stock. Even if permitted by applicable debt ratios, payment of the Series A
Preferred dividends in cash, in the Board's view, would not represent the best
use of the Company's available cash resources, which could otherwise be invested
in the business, and such dividends could result in an increase in leverage if
borrowing were necessary to pay such dividends. If the dividends were paid in
additional shares of Series A Preferred instead of cash, the additional
accretion of Series A Preferred will result in there being a greater amount of
Series A Preferred ranking ahead of the Common Stock than there would be at the
lower dividend rate. And the Series A Preferred would potentially gain greater
power to influence or control the Company's management through obtaining 40% of
the seats on the Board of Directors.

PAGE AMERICA ACQUISITION

On January 30, 1997, Metrocall and Page America executed an Amended and
Restated Asset Purchase Agreement (the "Acquisition Agreement") to acquire
substantially all the assets of Page America (the "Page America Acquisition" or
the "Acquisition"). Pursuant to the Acquisition Agreement, as subsequently
modified, (i) Metrocall will acquire substantially all of the assets and assume
substantially all of Page America's accounts payable and certain obligations
under various office and equipment leases and (ii) Page America will receive (a)
$25 million in cash less amounts due to Metrocall for pagers supplied by
Metrocall to Page America, (b) 1,500 shares of Series B Preferred Stock having a
stated value of $15 million, (c) 762,960 shares of the Company's Common Stock
and (d) additional shares of the Company's Common Stock or other equity
securities having a value equal to $15 million, subject to certain adjustments.
The Series B Preferred carries a dividend rate of 14% and will rank senior in
right of payment upon liquidation to the Common Stock (but junior to the Series
A Preferred). The number of shares of Metrocall Common Stock to be issued in the
Acquisition will not be finally determined until immediately prior to the
closing date of the acquisition.

In the event that, at the closing of the Acquisition, the number of
authorized and unissued shares of Common Stock that are not reserved for other
purposes is less than the number of shares of Common Stock to be issued to Page
America pursuant to the formula in the Acquisition Agreement, then Metrocall
will issue
fractional shares of a series of preferred stock ("Common Stock Equivalents")
having rights comparable to shares of Common Stock. The number of Common Stock
Equivalents to be issued will be equal to the excess of the number of shares of
Common Stock calculated in accordance with the formula in the Acquisition
Agreement over the number of shares available for issuance. If this proposal is
approved prior to the date of closing of the acquisition it will not be
necessary to issue Common Stock Equivalents.

The Common Stock Equivalents and the Series B Preferred, by their terms,
are convertible into Metrocall Common Stock in specified circumstances, although
the convertibility of the Series B Preferred is subject to shareholder approval.
Metrocall retains the option to substitute cash at closing for all or a portion
of

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<PAGE> 20

the equity securities that are part of the consideration for the Acquisition.
Metrocall will also have the ability
to redeem the Series B Preferred, in full or in part, for cash equal to its
liquidation value. If the amendment is approved, the Acquisition Agreement
requires the Company to reserve 3,500,000 shares of Common Stock for issuance
upon conversion of the Series B Preferred.

The increase in the authorized number of shares will provide sufficient
authorized shares to permit issuance of Common Stock upon the conversion of the
Series B Preferred or the Common Stock Equivalents. If the amendment to increase
the authorized shares is not approved by June 1, 1997, any Common Stock
Equivalents issued in the transaction will be automatically converted to Series
B Preferred Stock. That would increase the amount of Series B Preferred that
would rank senior to the Common Stock. By contrast, if the amendment is
approved, each Common Stock Equivalents would be converted into a share of
Common Stock on a one-for-one basis. Although Metrocall retains the option to
substitute cash at closing for all or a portion of the equity securities that
are part of the consideration, authorization of additional shares of Common
Stock will provide the Company with the flexibility to close the Acquisition for
a mix of consideration that management believes is most beneficial to the
Company at the time of closing.

Because some of the shares of Common Stock that will be authorized if the
proposal is approved may be issued to Page America pursuant to the Acquisition,
the Acquisition is more fully described below. Additional information about Page
America, including Page America's financial statements, and pro forma financial
statements giving effect to the Acquisition included in Appendix A hereto.
HOWEVER, METROCALL STOCKHOLDERS ARE NOT APPROVING THE ACQUISITION, AND THE
COMPANY IS OBLIGATED TO CONSUMMATE THE ACQUISITION (SUBJECT TO THE OTHER TERMS
AND CONDITIONS OF THE ACQUISITION AGREEMENT) REGARDLESS OF WHETHER OR NOT THE
STOCKHOLDERS APPROVE THIS PROPOSAL.

OTHER CORPORATE PURPOSES

Finally, the Board of Directors recommends increasing the number of
authorized shares to 60,000,000 to provide additional shares for other corporate
purposes in addition to conversion of the Series A Preferred and the Series B
Preferred. These shares would be available for issuance at the discretion of the
Board of Directors in connection with acquisitions, efforts to raise capital for
the Company, employee stock options and other corporate purposes. Increasing the
number of authorized shares will provide the Company with additional flexibility
to pursue acquisitions which the Board believes provide the potential for growth
and scale without the delay and uncertainties occasioned by the need to obtain
stockholder approval prior to the consummation of the transaction. Although the
Board has no current plans to effect such actions, the additional authorized
shares also would be available to raise cash assets through sales of stock to
public and private investors. Furthermore, having such additional shares
authorized and available for issuance or reservation will provide the Company
with greater flexibility in implementing potential future actions involving the
issuance of stock, including stock dividends or stock splits. The ability to
issue shares, as deemed in the best interests of the Company by the Board, will
also permit the Company to avoid the expenses which are incurred in holding
special stockholders' meetings in the future. Increasing the number of
authorized shares will not materially affect any substantive rights, powers or
privileges of current stockholders. Additional shares of Common Stock will be
issued only upon a determination of the Board of Directors that a proposed
issuance is in the best interests of the Company.

Approval of the amendment to the Charter will require the affirmative vote
of the holders of a majority of the outstanding shares of the Company's Common
Stock. Abstentions and broker non-votes will be equivalent to a vote against the
amendment.

The Board of Directors recommends that you vote FOR the amendment to the
Company's Amended and Restated Certificate of Incorporation.

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<PAGE> 21

THE PAGE AMERICA ACQUISITION

THE PARTIES

Page America

Page America provides paging, messaging and information products and
services through networks which it owns and operates as a radio common carrier
("RCC") under licenses from the Federal Communications Commission (the "FCC").
As of December 31, 1996, Page America provided paging services to approximately
205,000 pagers in geographic areas encompassing a total population of 34 million
people.

Page America's strategy is to concentrate its operations in major
metropolitan markets in which it may achieve both critical mass and a
substantial market share position. Page America targets specific user segments
and, through its broad distribution capabilities, markets and delivers its
comprehensive package of paging and value-added messaging services to each
particular segment. Page America has secured licenses for multiple channels in
each of its markets and has developed networks which can support significant
future growth in paging units as well as value-added messaging and information
services. Page America emphasizes customer ownership of pagers, as compared to
leasing of pagers, which significantly reduces Page America's capital costs. At
March 1, 1997, approximately 75 percent of Page America's units in service were
owned by customers or resellers.

Page America was incorporated in 1976 under the laws of the State of New
York. Page America's principal executive offices are located at 125 State
Street, Hackensack, New Jersey 07601, and its telephone number is (201)
342-6676.

Metrocall

Metrocall had 2,142,351 pagers in service at December 31, 1996, and is the
fifth largest paging company in the United States, providing local, regional and
nationwide paging and other wireless messaging services. Metrocall currently
operates regional and nationwide paging networks throughout the United States
and has historically concentrated its selling efforts in five operating regions:
(i) the Northeast (Massachusetts through Delaware); (ii) the Mid-Atlantic
(Maryland and the Washington, D.C. metropolitan area); (iii) the Southeast
(including Virginia, the Carolinas, Georgia, Florida, Alabama, Louisiana,
Mississippi and Tennessee); (iv) the Southwest (primarily Texas); and (v) the
West (California, Nevada and Arizona). Through the Metrocall Nationwide Wireless
Network, Metrocall can provide paging services in all 50 states and
approximately 1,000 U.S. cities which include the top 100 Standard Metropolitan
Statistical Areas ("SMSAs").

On November 15, 1996, Metrocall completed the acquisition (the "A+ Network
Merger") of A+ Network, Inc. ("A+ Network"), adding approximately 660,000
subscribers. On a combined basis (pro forma for acquisition of the Page America
assets), Metrocall would service a total subscriber base consisting of
approximately 2.3 million units in service. Metrocall was organized as a
Delaware corporation in October 1982. Metrocall Common Stock is traded on the
Nasdaq National Market under the symbol "MCLL." Metrocall's principal executive
offices are located at 6677 Richmond Highway, Alexandria, Virginia 22306 and its
telephone number is (703) 660-6677. Unless the context otherwise requires, all
references to Metrocall shall mean Metrocall prior to the consummation of the
Acquisition.

THE ACQUISITION

Upon consummation of the Acquisition (i) Metrocall will acquire
substantially all of the assets and assume certain of the liabilities of Page
America and (ii) Page America will receive (A) cash in the amount of $25 million
minus an amount equal to the unpaid purchase price (plus accrued interest) of
any pagers delivered to Page America by Metrocall (the "Cash Consideration"),
(B) 1,500 shares of Series B Preferred Stock of Metrocall having a value upon
liquidation or redemption ("Stated Value") of $15 million, (C) 762,960 shares of
Common Stock, and (D) shares of Common Stock or other equity securities having a
Share Value equal to $15 million, subject to adjustment based on changes in Page
America's Working Capital

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<PAGE> 22

Deficit and decreases in service revenue below specified thresholds (the
consideration payable pursuant to paragraphs B, C and D above being collectively
referred to as the "Stock Consideration" and together with the Cash
Consideration, the "Consideration"). None of the Consideration represents
payment for goodwill. Under the Acquisition Agreement, Metrocall will retain the
option to substitute cash at closing for all or a portion of the Stock
Consideration. The number of shares of Common Stock to be received by Page
America pursuant to paragraph (D) above shall be equal to $15 million, as
adjusted, divided by the average of the last sales price per share of Common
Stock on the NNM for the 10 consecutive trading days ending immediately prior to
the Closing Date (the "Share Value"). Because the Share Value is not determined
until immediately prior to the Closing Date, the exact number of shares of
Common Stock that Page America will receive in the Acquisition cannot be
specified at this time.

In the event that at the Closing Date the number of shares of Common Stock
authorized under the Charter and unissued and not reserved for other purposes
("Available Shares") is less than the number of shares of Common Stock to be
issued to Page America pursuant to the Acquisition, then Metrocall shall issue
that number of Common Stock Equivalents equal to the excess of the number of
shares to be issued over the Available Shares. The Common Stock Equivalents will
have voting, dividend, liquidation and other rights equivalent to the Metrocall
Common Stock. Metrocall is seeking to cause the Charter to be amended to
increase its authorized capital stock to 60 million shares, and holders
representing 38.0% of the outstanding Common Stock have agreed to vote in favor
of this amendment. If the proposal is approved, any Common Stock Equivalents
would automatically be converted on a one-for-one basis into Common Stock. If
such proposal is not approved by June 1, 1997, any Common Stock Equivalents
would be converted into Series B Preferred Stock having a Stated Value equal to
the number of Common Stock Equivalents multiplied by the Share Value. In the
event the total number of shares of Common Stock or Common Stock Equivalents to
be issued pursuant to paragraph (D) exceeds 4,000,000 shares, Metrocall will
issue an aggregate of 4,000,000 shares and will issue an additional number of
shares of Series B Preferred Stock having a Stated Value equal to the difference
between $15 million, as adjusted, and the Share Value of 4,000,000 shares of
Common Stock or Common Stock Equivalents. There is no provision for termination
of the Acquisition Agreement in the event that the Share Value is less than or
exceeds any specified amounts.

THE ACQUISITION AGREEMENT

The Acquisition Agreement sets forth the principal terms on which the
Acquisition will be consummated and the rights of Page America to receive the
Consideration. The Acquisition Agreement contains representations, warranties,
covenants and agreements of the parties, and provides specific conditions to the
consummation of the Acquisition and terms under which the Acquisition may be
terminated or abandoned.

The Acquisition Agreement also requires Metrocall and Page America to enter
into registration rights agreements with respect to the Metrocall Common Stock
to be issued to Page America and an escrow agreement with respect to $4 million
(the "Escrowed Consideration") of the Common Stock or Common Stock Equivalents
to be issued to Page America.

The Acquisition Agreement may be terminated (i) by mutual consent of
Metrocall and Page America; (ii) by either Metrocall or Page America if any
court of competent jurisdiction in the United States or other United States
governmental body shall have issued an order, decree or ruling or taken any
other action restraining, enjoining or otherwise prohibiting the Acquisition
(including FCC denial of required license assignments) and such order, decree,
ruling or other action shall have become final and nonappealable; (iii) by
either Metrocall or Page America if there has been a failure to comply with
conditions precedent of the other party (other than by reason of the material
breach by such terminating party of any of its representations, warranties,
covenants or agreements set forth in the Acquisition Agreement), and such
noncompliance shall not have either been cured within five days after receipt of
written notice from the terminating party or the waiver by the terminating party
of such conditions; (iv) by either Metrocall or Page America if there has been a
breach of any of Page America's representations, warranties or covenants, which
breach shall, in Metrocall's good faith estimation, cost $500,000 or more to
cure, and Page America is unable or unwilling to cure the same, or such breach
is not capable of being cured; (v) by Metrocall if there is a loss or damage to
any of Page America's assets resulting from fire, theft or other casualty which
is so substantial as

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<PAGE> 23

to prevent the normal operation of any material portion of Page America's
business or the replacement or restoration of the lost or damaged material asset
within 30 days after the occurrence of the event resulting in the loss or
damage; (vi) by Page America if Page America receives a proposal from a third
party that is financially superior to the transactions contemplated by the
Acquisition Agreement and is reasonably capable of being financed (as determined
in each case in good faith by the Page America Board after consultation with
Page America's financial advisors) and Page America and Metrocall do not agree
to make adjustments to the Acquisition Agreement so as to enable Metrocall to
match or better the proposal; and (vii) by either Metrocall or Page America if
the Acquisition has not occurred on or before July 1, 1997.

ESCROW OF CONSIDERATION

Of the Stock Consideration, Common Stock or Common Stock Equivalents issued
to Page America having a Share Value of $4 million will be held in escrow (the
"Escrowed Consideration") until April 1, 1998 in order to satisfy, at least in
part, any indemnification claims made by Metrocall against Page America pursuant
to the provisions of the Acquisition Agreement. Because $4 million of the Stock
Consideration will be held in escrow, on the Closing Date Page America will
receive the Cash Consideration, 1,500 shares of Series B Preferred Stock of
Metrocall, 762,960 shares of Common Stock, and shares of Common Stock or Common
Stock Equivalents having a Share Value of $11 million, subject to adjustment.

CONDITIONS TO THE ACQUISITION

The obligations of Metrocall and Page America to effect the Acquisition are
subject to the satisfaction or waiver of certain conditions, including, among
other things (i) approval of the transactions contemplated by the Acquisition
Agreement by the shareholders of Page America, (ii) the representations and
warranties of Metrocall and Page America being true and correct as of the
Closing Date, (iii) the performance by Metrocall and Page America of the terms
of the Acquisition Agreement and (iv) the receipt by Metrocall and Page America
of certain officers certificates and opinions of counsel. The consummation of
the Acquisition is also subject to certain regulatory approvals. See "Regulatory
Approvals."

CLOSING DATE

The Closing Date for the Acquisition will occur on the first day of the
calendar month following the satisfaction or waiver of all the conditions set
forth in the Acquisition Agreement, including the approval by the shareholders
of Page America of the Acquisition Agreement and Page America's Plan of Complete
Liquidation and Dissolution (the "Plan of Liquidation").

REASONS FOR THE ACQUISITION

Metrocall's long-term strategy is to continue to expand by providing paging
and other wireless communication services to an increasingly broad base of
subscribers throughout the United States. The Acquisition furthers this strategy
by adding approximately 200,000 subscribers and expanding Metrocall's geographic
coverage in the New York, New Jersey and Chicago markets. On April 22, 1996, the
Company signed a definitive acquisition agreement with Page America to acquire
substantially all the assets of Page America. Subsequently, the Company and Page
America negotiated a revision in the terms of the Acquisition to give the
Company financial flexibility in choosing the mix of consideration to be paid
for Page America's assets, in light of the Company's debt position and borrowing
capacity following the A+ Network merger, and to reflect adjustments based on
Page America's operations. The Acquisition Agreement was executed on January 30,
1997. Subsequently, the agreement was modified to provide for an adjustment in
Cash Consideration equal to amounts owed to Metrocall by Page America for pagers
supplied by Metrocall, and to adjust the number of shares of Common Stock to be
delivered.

Page America has incurred net losses since its inception in 1976 and
believes that it will continue to incur losses for at least the next several
years. In order to repay amounts due under its credit facility and subordinated
notes and to obtain sufficient capital to purchase an adequate number of pagers
to at least maintain its level of business, Page America explored various
opportunities to obtain long-term debt and

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<PAGE> 24

equity financing or to sell some or all of its remaining assets. After thorough
consideration, Page America concluded that the Acquisition was in the best
interests of Page America and its shareholders.

REGISTRATION RIGHTS AGREEMENTS

Page America and certain shareholders of Page America will be granted
certain registration rights with respect to the Common Stock issued to Page
America.

STOCKHOLDERS AGREEMENT

Certain shareholders of Page America, who in the aggregate beneficially
owned approximately 6,097,125 shares of Page America Common Stock and 198,496
shares of Page America Series One Preferred Stock, or approximately 48% of the
voting rights, have entered into a stockholders agreement pursuant to which they
have agreed to vote all of their shares of Page America Common Stock and Series
One Preferred Stock for the approval of the Acquisition Agreement. Pursuant to
the terms of the stockholders agreement, each such shareholder has granted
Metrocall an option to purchase all of such shareholders' shares of Page America
Common Stock and Series One Preferred Stock, which option is exercisable in the
event that the Acquisition Agreement is terminated by Page America as a result
of the receipt by Page America of an acquisition proposal that is financially
superior to the Acquisition and is reasonably capable of being financed.

REGULATORY APPROVALS

The Acquisition is subject to the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended (the "HSR Act"), which provides that certain
transactions may not be consummated until required information and material have
been furnished to the Antitrust Division of the Department of Justice (the
"DOJ") and the Federal Trade Commission (the "FTC") and certain waiting periods
have expired or been terminated. On September 20, 1996, Metrocall and Page
America each filed the required information and material with the DOJ and the
FTC. The statutory waiting period under the HSR Act terminated on October 27,
1996.

The paging industry is a highly regulated industry. The consummation of the
Acquisition is conditioned upon, among other things, Page America and Metrocall
having obtained the consent and approval of the FCC to the assignment or
transfer of all licenses, permits, franchises and authorizations issued by the
FCC for the construction or operation of Page America's business. Applications
for FCC approval were filed by Page America and Metrocall on May 7, 1996. On
July 5, 1996, the FCC issued Public Notice granting assignment of all of the RCC
licenses used in Page America's business. On August 14, 1996, the grant of
assignment for the RCC licenses from Page America to Metrocall became final. The
parties have received an extension of this grant to May 31, 1997.

ACCOUNTING TREATMENT

The Acquisition will be accounted for by Metrocall under the purchase
method of accounting in accordance with Accounting Principles Board Opinion No.
16, "Business Combinations," as amended. Under this method of accounting, the
purchase price will be allocated to assets acquired and liabilities assumed
based on the estimated fair values at the time of acquisition. Income of
Metrocall will not include income (or loss) of Page America prior to the date of
acquisition.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

The Acquisition will have no federal income tax consequences for
Metrocall's stockholders. The Company does not believe there will be any
material adverse tax consequences to Metrocall from the Acquisition.

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<PAGE> 25

MARKET PRICES AND DIVIDENDS

Metrocall Common Stock is traded on the Nasdaq National Market. Page
America Common Stock had been listed on the AMEX under the symbol "PGG." Due to
Page America's inability to comply with certain financial guidelines of the AMEX
for continued listing, Page America Common Stock was removed from the AMEX
listing in May 1996. The last available price quotation for Page America was
April 16, 1996 and, therefore, current prices quotations for Page America are
not available. The following table sets forth, for the calendar periods
indicated, the closing sales prices of Metrocall on the NNM and of Page America
on the AMEX.

<TABLE>
<CAPTION>
METROCALL PAGE AMERICA
COMMON STOCK COMMON STOCK
--------------------- ---------------------
1995 HIGH LOW HIGH LOW
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
First Quarter.............................................. $18 $14 1/2 $ 3 3/4 $ 2 1/2
Second Quarter............................................. 18 3/8 17 3 3/8 1/2
Third Quarter.............................................. 29 18 1 9/16
Fourth Quarter............................................. 28 1/4 19 1/2 3/4 1/8
1996
First Quarter.............................................. $21 1/4 $16 1/2 $ 5/16 $ 3/16
Second Quarter (through April 16, 1996 for Page America)... 21 3/4 10 3/4 3/16
Third Quarter.............................................. 11 6 1/4 NA NA
Fourth Quarter............................................. 7 1/8 3 13/16 NA NA
1997
First Quarter (through March 31, 1997)..................... $ 7 1/2 $ 4 1/8 NA NA
Second Quarter (through April 8, 1997)..................... 4 9/16 4 1/4 NA NA
</TABLE>

On April 22, 1996, the last full trading day for Metrocall Common Stock,
and on April 16, 1996, the last full trading day for Page America Common Stock,
prior to the public announcement of the execution of the initial Acquisition
Agreement, the reported closing sale prices of Metrocall Common Stock and of
Page America Common Stock, as reported by the NNM and AMEX, respectively, were
$18.375 and $0.75 per share, respectively. The closing price of Metrocall Common
Stock as reported by the NNM on March 31, 1997 was $4 1/8. Because the market
price of Metrocall Common Stock is subject to fluctuation, the market value of
that portion of the stock consideration consisting of 762,960 shares of
Metrocall Common Stock that Page America will receive in the Acquisition may
increase or decrease prior to completion of the Acquisition.

Page America has never declared or paid cash dividends on its Common Stock
and does not anticipate paying cash dividends to the holders of its Common Stock
in the foreseeable future. The payment of dividends on Common Stock and
Preferred Stock is also restricted pursuant to the provisions of Page America's
Credit Facility. Page America's outstanding series of Series One Preferred Stock
provides that Page America may not declare or pay dividends on its Common Stock
unless all accrued dividends on the Series One Preferred Stock have been paid in
full. Payment of dividends on the Series One Preferred Stock may be made in cash
or in Page America Common Stock registered under the Securities Act. At December
31, 1996, accrued and unpaid dividends on Page America's outstanding Series One
Preferred Stock aggregated $2,863,610.

Metrocall has not paid any cash dividends on its Common Stock (except for
distributions by Metrocall prior to its initial public offering), and the Board
of Directors of Metrocall currently does not anticipate paying cash dividends in
the foreseeable future on shares of its common stock. Following the Acquisition,
any future payments of dividends will be at the discretion of Metrocall's Board
of Directors and will depend upon the financial condition and capital
requirements of Metrocall as well as other factors that Metrocall's Board of
Directors may deem relevant. In addition, certain covenants in Metrocall's bank
credit agreement and in the terms of Metrocall's Series A Convertible Preferred
Stock ("Series A Preferred Stock") prohibit the payment of dividends by
Metrocall on its Common Stock. Payment of dividends on Metrocall's Series A
Preferred Stock may be made in cash or in additional shares of Series A
Preferred Stock, at Metrocall's option.

FINANCIAL INFORMATION

Metrocall's Consolidated Financial Statements for the fiscal year ended
December 31, 1996, including the notes thereto and Management's Discussion and
Analysis, which are contained in Metrocall's Annual Report to Stockholders, are
hereby incorporated by reference. A copy of the annual report is being mailed to
stockholders with this Proxy Statement. Representatives of Arthur Andersen LLP
will be present at the meeting and will have the opportunity to make a statement
if they desire to do so and will be available to respond to appropriate
questions.

23
<PAGE> 26

METROCALL, INC.

SUMMARY HISTORICAL CONSOLIDATED FINANCIAL DATA

(IN THOUSANDS, EXCEPT UNIT, PER UNIT AND PER SHARE DATA)

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------------------------------------
1992 1993 1994(1) 1995 1996(1)
-------- -------- -------- -------- ---------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE,
UNIT, AND PER UNIT DATA)
<S> <C> <C> <C> <C> <C>
CONSOLIDATED STATEMENT OF OPERATIONS DATA:
Service, rent and maintenance revenues............................... $ 30,996 $ 33,111 $ 49,716 $ 92,160 $ 124,029
Product sales........................................................ 4,196 4,549 8,139 18,699 25,928
-------- -------- -------- -------- ----------
Total revenues............................................... 35,192 37,660 57,855 110,859 149,957
Net book value of products sold...................................... (3,439) (4,130) (6,962) (15,527) (21,633)
-------- -------- -------- -------- ----------
31,753 33,530 50,893 95,332 128,324
Operating expenses:
Service, rent and maintenance........................................ 8,342 9,559 14,014 27,258 38,347
Selling, general and administrative(2)............................... 12,341 17,879 20,727 42,353 57,226
Depreciation and amortization........................................ 6,594 6,525 13,829 31,504 58,196
-------- -------- -------- -------- ----------
Income (loss) from operations........................................ 4,476 (433) 2,323 (5,783) (25,445)
Interest and other (expense) income.................................. 1,212 77 161 2,011 (607)
Interest expense..................................................... (2,631) (1,331) (3,726) (12,533) (20,424)
-------- -------- -------- -------- ----------
Income (loss) before income tax benefit (provision) and extraordinary
item............................................................... 3,057 (1,687) (1,242) (16,305) (46,476)
Income tax benefit (provision)....................................... (69) (59) 152 595 1,021
-------- -------- -------- -------- ----------
Income (loss) before extraordinary item.............................. 2,988 (1,746) (1,090) (15,710) (45,455)
Extraordinary item(3)................................................ -- (439) (1,309) (4,392) (3,675)
-------- -------- -------- -------- ----------
Net income (loss).................................................. 2,988 (2,185) (2,399) (20,102) (49,130)
Preferred dividends.................................................. -- -- -- -- (780)
-------- -------- -------- -------- ----------
Income (loss) attributable to common stockholders.................. $ 2,988 $ (2,185) $ (2,399) $(20,102) $ (49,910)
======== ======== ======== ======== ==========
Loss per share attributable to common stockholders:
Loss per share before extraordinary item attributable to common
stockholders..................................................... $ (0.14) $ (1.34) $ (2.84)
Extraordinary item, net of income tax benefit...................... (0.16) (0.38) (0.23)
-------- -------- ----------
Loss per share attributable to common stockholders................. $ (0.30) $ (1.72) $ (3.07)
======== ======== ==========
OPERATING AND OTHER DATA:
Units in service (end of period)..................................... 201,397 247,716 755,546 944,013 2,142,351
EBITDA(4)............................................................ $ 11,070 $ 10,923 $ 16,152 $ 27,771 $ 32,751
EBITDA margin(5)..................................................... 34.9% 32.6% 31.7% 29.1% 25.5%
Net cash provided by operating activities............................ $ 8,858 $ 10,929 $ 11,796 $ 15,697 $ 15,608
Net cash provided by (used in) investing activities.................. $ 26,127 $(13,598) $(19,227) $(46,225) $(327,904)
Net cash (used in) provided by financing activities.................. $(34,167) $ 1,983 $ 9,190 $151,329 $ 199,639
ARPU(6).............................................................. $ 13.10 $ 12.29 $ 10.53 $ 9.15 $ 8.01
Average monthly operating expense per unit(7)........................ $ 8.74 $ 8.39 $ 7.36 $ 6.71 $ 6.28
Units in service per employee (end of period)........................ 730 716 1,007 1,047 1,086
Capital expenditures................................................. $ 3,918 $ 13,561 $ 19,091 $ 44,058 $ 62,110

DECEMBER 31,
1992 1993 1994 1995 1996
-------- -------- -------- -------- ----------
<S> <C> <C> <C> <C> <C>
CONSOLIDATED BALANCE SHEET DATA:
Working capital (deficit)............................................ $ 531 $ (1,603) $ (5,277) $116,009 $ (7,267)
Cash and cash equivalents............................................ 1,700 1,014 2,773 123,574 10,917
Total assets......................................................... 26,180 33,857 200,580 340,614 651,468
Total long-term debt................................................. 31,143 12,102 104,846 154,055 327,792
Total stockholders' equity (deficit)................................. (11,374) 13,729 68,136 155,238 166,298
</TABLE>

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

(1) 1994 and 1996 include the results of operations of acquired companies from
their respective acquisition dates (see Note 3 to consolidated financial
statements incorporated by reference herein).

(2) Includes the impact of one-time, non-recurring charges for the forgiveness
of certain stockholder notes receivable of approximately $4.8 million in
1993, and for severance and other compensation costs incurred as part of a
management reorganization charge of approximately $2.0 million in 1995.

(3) In 1993, 1994 and 1995 the Company refinanced balances outstanding under its
then existing credit facilities. As a result of this refinancing the Company
recorded extraordinary items of $439,000, $1.3 million and $4.4 million,
respectively, representing charges to expense unamortized deferred financing
costs and other costs, net of any income tax benefits, related to those
credit facilities. In 1996, the Company recorded an extraordinary item for
costs of approximately $3.7 million paid to purchase the A+ Network 11 7/8%
senior subordinated notes outstanding.

(4) EBITDA (earnings before interest, taxes, depreciation and amortization, and
certain one-time charges), while not a measure under generally accepted
accounting principles ("GAAP"), is a standard measure of financial
performance in the paging industry; EBITDA should not be considered in
isolation or as an alternative to net income (loss), income (loss) from
operations, cash flows from operating activities, or any other measure of
performance under GAAP. EBITDA is, however, an approximation of the primary
financial measure by which the Company's covenants are calculated under the
Indenture and its credit facility. See "Management's Discussion and Analysis
of Financial Condition and Results of Operations -- Liquidity and Capital
Resources" for discussion of significant capital requirements and
commitments. EBITDA excludes non-recurring charges for the forgiveness of
certain stockholder notes receivable of approximately $4.8 million in 1993,
and approximately $2.0 million incurred as part of a management
reorganization charge in 1995.

(5) EBITDA margin is calculated by dividing (a) EBITDA by (b) the sum of (total
revenues less the net book value of products sold).

(6) ARPU (average monthly paging revenue per unit) is calculated by dividing (a)
service, rent and maintenance revenues for the period by (b) the average
number of units in service for the period. ARPU calculation excludes
revenues derived from non-paging services such as telemessaging, long
distance and cellular telephone.

(7) Average monthly operating expense per unit is calculated by dividing (a)
total recurring operating expenses before depreciation and amortization for
the period by (b) the average number of units in service for the period. For
this calculation, operating expenses exclude non-recurring charges for the
forgiveness of certain stockholder notes receivable of approximately $4.8
million in 1993, and approximately $2.0 million incurred as a part of a
management reorganization charge in 1995.

24
<PAGE> 27

PAGE AMERICA GROUP, INC.

SUMMARY HISTORICAL CONSOLIDATED FINANCIAL DATA

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
----------------------------------------------------------------
1992 1993 1994(4) 1995(2) 1996
-------- -------- -------- -------- --------
(IN THOUSANDS, EXCEPT PER SHARE AND PAGER DATA)
<S> <C> <C> <C> <C> <C>
CONSOLIDATED STATEMENT OF
OPERATIONS DATA:(1)
Total revenues.................................... $ 32,805 $ 30,257 $ 37,258 $ 29,107 $ 21,984
Operating Expenses:
Cost of service and sales....................... 3,296 4,253 5,709 4,363 3,412
Selling......................................... 6,544 4,879 6,842 6,066 3,988
General and administrative...................... 8,940 8,688 10,653 8,923 6,270
Technical....................................... 3,455 3,343 4,685 4,262 3,190
Depreciation, amortization and
write-off of intangibles...................... 9,519 9,793 10,817 8,585 6,173
------- ------- ------- ------- -------
Operating profit (loss)........................... 1,051 (699) (1,448) (3,092) (1,049)
Interest expense.................................. 4,783 4,032 5,102 6,263 6,153
Other expenses.................................... 1,957 1,814 478 3,738 908
Extraordinary gain(5)............................. 7,156 -- -- -- --
Cumulative effect of changes in accounting
principles...................................... (3,960) -- -- -- --
------- ------- ------- ------- -------
Net loss.......................................... (2,493) (6,545) (7,028) (13,093) (8,110)
Preferred stock dividend requirements............. (2,791) (3,268) (3,023)(3) (2,863)(3) (2,864)
------- ------- ------- ------- -------
Net loss applicable to common shares.............. $ (5,284) $ (9,813) $(10,051) $(15,956) $(10,974)
======= ======= ======= ======= =======
Net loss per common share(6)...................... $ (1.40) $ (2.55) $ (1.55) $ (2.01) $ (0.88)
======= ======= ======= ======= =======
Weighted average shares outstanding............... 3,774 3,847 6,464 7,936 12,498
OTHER DATA:
Pagers in service at end of period................ 228,000 305,000 311,000 221,000 205,000
Capital expenditures, net of book value of pagers
sold (excluding acquisitions)................... $ 4,296 $ 2,630 $ 5,365 $ 3,300 $ 2,597
Net cash provided by (used in) operating,
investing and financing activities.............. 92 2,746 (1,784) (377) (4,611)
</TABLE>

<TABLE>
<CAPTION>
DECEMBER 31,
-----------------------------------------------------------------
1992(5) 1993(4) 1994(3) 1995(2)(3) 1996(2)
-------- -------- -------- -------- ---------
<S> <C> <C> <C> <C> <C>
CONSOLIDATED BALANCE SHEET DATA:
Working capital (deficiency)..................... $(10,242) $ (2,053) $ (9,541) $(52,444) $ (58,405)
Total assets..................................... 58,755 75,193 70,229 44,003 39,561
Long-term debt, less current maturities.......... 48,269 57,850 56,953 69 37
Series A, A-2 and B Preferred Stock.............. 17,063 -- -- -- --
Accumulated deficit.............................. (59,365) (68,980) (78,989) (94,945) (105,919)
Shareholders' equity (deficit)................... (21,402) 9,096 439 (11,222) (20,746)
</TABLE>

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

(1) EBITDA (earnings before interest, taxes, depreciation and amortization) for
the years ended December 31, 1992, 1993, 1994, 1995 and 1996 was $10.6
million, $9.1 million, $9.4 million, $5.5 million, and $5.1 million,
respectively. EBITDA is a standard measure of financial performance in the
paging industry but should not be construed as an alternative to operating
income or cash flows from operating activities as determined in accordance
with generally accepted accounting principles. EBITDA is also the operating
measure by which Page America's financial covenants are calculated under the
Page America Credit Facility.

(2) In July 1995, Page America sold its California and Florida paging assets.
Concurrently with the sale, Page America amended the Page America Credit
Facility and Subordinated Notes providing, among other things, for
accelerated maturities. Such debt, which was classified as long term at
December 31, 1994, is in default and is classified as a current liability at
December 31, 1995 and 1996.

(3) In August 1994 and March 1995, Page America issued shares of its Common
Stock as full payment of fiscal year 1994 dividends on Series One Preferred
Stock. On June 30, 1995, in exchange for the waiver of the dividend payment
on Series One Preferred Stock, the accrued dividends were added to the
liquidation value. In June 1996, Page America issued shares of its Common
Stock in payment of accrued dividends at December 31, 1995 on Series One
Convertible Preferred Stock. See Note G of Notes to Consolidated Financial
Statements.

(4) On December 30, 1993, Page America acquired Crico and refinanced its senior
and subordinated debt and redeemable Preferred Stocks.

(5) In June 1992, Page America repurchased its subordinated note payable.

(6) Page America has never paid any cash dividends on its Common Stock.

25
<PAGE> 28

SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA

The following summary unaudited pro forma condensed combined statement of
operations data of Metrocall for the year ended December 31, 1996 gives effect
to the acquisition of Parkway Paging, Inc. (the "Parkway Acquisition"),
Satellite Paging and Message Network (the "Satellite Acquisition"), and A+
Network, Inc. (the "A+ Network Acquisition") by Metrocall (collectively, the
"Recent Acquisitions") under the heading "Pro Forma Recent Acquisitions," and
also gives effect to the acquisition of Page America by Metrocall under the
heading "Pro Forma Combined Company" in each case as though the acquisitions
occurred on January 1, 1996. The unaudited pro forma condensed combined balance
sheet data under the heading "Pro Forma Combined Company and Recent
Acquisitions" gives effect to the acquisition of Page America and the Recent
Acquisitions as if each of the business combinations had occurred on December
31, 1996.

This information should be read in conjunction with the Unaudited Pro Forma
Condensed Combined Financial Data and the notes thereto included herein and the
Metrocall Consolidated Financial Statements incorporated by reference herein and
the Page America Consolidated Financial Statements included herewith. The
unaudited pro forma condensed combined financial data do not purport to
represent what Metrocall's results of operations or financial position actually
would have been had such transactions and events occurred on the dates
specified, or to project Metrocall's results of operations or financial position
for any future period or date. The pro forma adjustments are based upon
available information and certain adjustments that management of Metrocall
believes are reasonable. In the opinion of management of Metrocall, all
adjustments have been made that are necessary to present fairly the unaudited
pro forma condensed combined financial data.

26
<PAGE> 29

FOR THE YEAR ENDED DECEMBER 31, 1996

(IN THOUSANDS, EXCEPT FOR PER SHARE DATA AND UNITS IN SERVICE)

(UNAUDITED)

<TABLE>
<CAPTION>
PRO FORMA
COMBINED
HISTORICAL HISTORICAL COMPANY AND
------------ PRO FORMA ------------ PAGE
METROCALL(1) METROCALL(2) PAGE AMERICA AMERICA
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
CONDENSED COMBINED STATEMENTS OF OPERATIONS
DATA:
Total revenues............................... $ 149,957 $ 247,886 $ 21,984 $ 269,870
Total operating expenses..................... 153,769 264,120 21,749 289,187
Loss from operations......................... (25,445) (46,821) (1,049) (51,188)
Interest and other income (expense), net..... (21,031) (30,573) (7,061) (33,481)
Benefit (provision) for income taxes......... 1,021 5,614 -- 5,614
Net loss..................................... $ (45,455) $ (71,780) (8,110) (79,055)
Net loss per share........................... $ (2.80) $ (2.86) $ (2.69)
Weighted average common shares outstanding... 16,253 25,113 29,405
OTHER DATA:
Units in service (end of period)............. 2,142,351 2,142,351 205,000 2,347,351
EBITDA(3).................................... $ 32,751 $ 53,471 $ 5,124 $ 58,595
CONDENSED COMBINED BALANCE SHEET DATA
(AS OF DECEMBER 31, 1996):
Working capital (deficit).................... $ (7,267) $ (7,267) $(58,409) $ (10,692)
Total assets................................. 651,468 651,468 39,561 714,143
Long-term obligations, net of current
portion................................... 327,092 327,092 37 352,092
Total stockholders' equity (deficit)(4)...... 166,298 166,298 (20,746) 184,541
</TABLE>

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

(1) For the year ended December 31, 1996, Metrocall's historical condensed
combined statements of operations data includes the results of operations
of Parkway, Satellite and A+ Network since their respective dates of
acquisition. At December 31, 1996, Metrocall's historical condensed
combined balance sheet and units in service data include the acquisitions
of Parkway, Satellite and A+ Network.

(2) Pro Forma Metrocall gives effect to the acquisitions of Parkway, Satellite
and A+ Network as if the acquisitions had occurred on January 1, 1996.

(3) EBITDA (earnings before interest, taxes, depreciation and amortization),
while not a measure under generally accepted accounting standards ("GAAP"),
is a standard measure of financial performance in the paging industry;
EBITDA should not be considered in isolation or as an alternative to net
income (loss), income (loss) from operations, cash flows from operating
activities, or any other measure of performance under GAAP.

(4) The pro forma stockholders' equity assumes a per share price of $4.25 for
Metrocall Common Stock as of the closing date of the Page America
Acquisition.

27
<PAGE> 30

COMPARATIVE UNAUDITED PER SHARE DATA

The following table sets forth certain historical per share data of
Metrocall and Page America and combined unaudited pro forma per share data after
giving effect to the Acquisition. This information should be read in conjunction
with the Pro Forma Condensed Combined Financial Data and the notes thereto
included herein and with the Metrocall Consolidated Financial Statements
incorporated by reference herein and the Page America Consolidated Financial
Statements included herewith. The unaudited pro forma per share data do not
purport to represent what Metrocall's results of operations or financial
position actually would have been had such transactions and events occurred on
the dates specified, or to project the Metrocall's results of operations or
financial position for any future period or date.

<TABLE>
<CAPTION>
PRO FORMA
-----------------------
PAGE
COMBINED AMERICA
COMPANY EQUIVALENT(3)
PRO FORMA HISTORICAL AND PAGE ----------
METROCALL(1) PAGE AMERICA AMERICA(2) HIGH LOW
------------ ------------ ---------- ---- ---
<S> <C> <C> <C> <C> <C>
Loss from continuing operations per common
share:
Year ended December 31, 1996................. $(2.86) $(0.88) $(2.69) N/A N/A
Book value per share:
December 31, 1996............................ 6.78 (1.29) 6.40 N/A N/A
</TABLE>

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

(1) Reflects the acquisitions of Parkway Paging, Satellite Paging and A+ Network
by Metrocall as though they had occurred on January 1, 1996.

(2) Reflects the pending acquisition of Page America as though it had occurred
on January 1, 1996.

(3) The value of the assets of Page America to be available for distribution to
its shareholders upon liquidation and dissolution cannot be ascertained at
this time and will depend, among other things, on Page America's
liabilities and the market value of the shares of Metrocall Common Stock
received by Page America pursuant to the Acquisition Agreement.

APPROVAL OF CONVERTIBILITY OF SERIES B PREFERRED STOCK

(PROPOSAL FOUR)

The Board of Directors proposes that the stockholders approve the
provisions of Section 5 of the Certificate of Designation, Number, Powers,
Preferences and Relative, Participating, Optional and Other Rights of the Series
B Preferred ("Certificate of Designation"). These provisions permit the
conversion of Series B Preferred into Common Stock in certain circumstances.
Under applicable rules of the Nasdaq Stock Market, stockholder approval of
convertibility is required because the Common Stock that could be issued upon
conversion of the Series B Preferred, plus the other Common Stock and Common
Stock Equivalents to be issued to Page America in the Page America Acquisition,
would exceed 20% of the issued and outstanding shares of Common Stock. The
Certificate of Designation, including the convertibility provisions of Section
5, is set forth as Exhibit B to this Proxy Statement.

As described above in connection with Proposal Three, as part of the
consideration for the Page America Acquisition, the Company agreed to issue to
Page America 1,500 shares of Series B Preferred and additional shares under
certain circumstances. Each share of Series B Preferred has a stated value of
$10,000 per share. Each share has a liquidation preference equal to its stated
value, which is junior to the Series A Preferred Stock but senior to shares of
Common Stock. The Series B Preferred carries a dividend of 14% of the stated
value per year, payable semi-annually in cash or in additional shares of Series
B Preferred, at the Company's option. Subject to approval of the conversion
rights by the holders of Common Stock, beginning on each of September 1, 1997,
December 1, 1997, March 1, 1998 and June 1, 1998, the holders of Series B
Preferred have the right to convert up to 25% of the number of Series B
Preferred Stock initially issued (plus shares of Series B Preferred issued as
dividends on such shares, and as dividends on such dividends) into that number
of shares of Common Stock equal to the stated value divided by the average of
the closing price of the Common Stock for the 10 trading days prior to each
conversion dated. The conversion price will be subject to adjustment based on
stock splits, stock dividends, issuance of securities below current market price
and other events. If the Company elects to redeem Series B Preferred, the
holders thereof will have the right to convert

28
<PAGE> 31

any Series B Preferred which was then convertible into Common Stock within 15
business days after receipt of notice of redemption.

If the stockholders of the Company do not approve the conversion provisions
discussed above, the dividend rate will increase to 17% on July 1, 1997, 18% on
October 1, 1997, 19% on January 1, 1998 and 20% on April 1, 1998, but will
revert to 14% at such time as such stockholder approval is obtained.
Accordingly, stockholder approval of the convertibility of the Series B
Preferred is necessary to avoid increasing dividend rates on Series B Preferred.
The Board of Directors believes that the proposal is in the best interests of
the Company and its stockholders, since the increased accretion of Series B
Preferred at the higher dividend rate would result in there being a greater
amount of Series B Preferred ranking ahead of the Common Stock than there would
be at the lower dividend rate.

Approval of this proposal will require the affirmative vote of the holders
of a majority of the shares of the Company's Common Stock present in person or
by proxy at the Annual Meeting. For purposes of determining the number of shares
present or represented, abstentions will be counted (and will, therefore, be
equivalent to a vote against), but broker non-votes will not be counted.

The Board of Directors recommends that you vote FOR the approval of the
provisions of Section 5 of the Certificate of Designation of the Series B
Preferred permitting the convertibility of Series B Preferred into Common Stock.

AMENDMENT TO 1996 STOCK OPTION PLAN

(PROPOSAL FIVE)

The Board of Directors proposes that the stockholders of the Company
approve certain amendments (the "Plan Amendments") to the Metrocall, Inc. 1996
Stock Option Plan (the "1996 Plan"). The 1996 Stock Option Plan became effective
April 5, 1996 (the "Effective Date"), pursuant to the approval of the
stockholders of the Company. On February 5, 1997, the Board of Directors adopted
a restated and amended version of the 1996 Plan (the "Revised Plan").

The Revised Plan makes several changes to the 1996 Plan in light of the
relaxation of requirements in Rule 16b-3 of the Securities and Exchange Act of
1934 and other administrative concerns. The Plan Amendments modify the 1996 Plan
to (1) provide for discretionary grants of options to directors, (2) permit
modification of the terms of formula grants to directors by the Board of
Directors, and (3) eliminate required stockholder approval in certain
circumstances. The following is a summary of the Revised Plan and a description
of the amendments that are subject to stockholder approval ("Plan Amendments").
This summary description is a fair and complete summary of the Revised Plan;
however, it is qualified in its entirety by reference to the full text of the
Revised Plan, which is attached to this Proxy Statement as Exhibit C.

General

Purpose. The Revised Plan offers eligible employees and non-employee
directors the opportunity to purchase shares of Common Stock. The Revised Plan
is intended to encourage employees and non-employee directors to acquire an
equity interest in the Company, which thereby will create a stronger incentive
to expend maximum effort for the growth and success of the Company and its
subsidiaries. Funds received by the Company under the Revised Plan may be used
for any general corporate purpose.

Eligibility. All employees of the Company and certain subsidiaries and
those non-employee directors who have never been employees of the Company and
its subsidiaries ("Eligible Directors") are eligible to participate in the
Revised Plan. As of March 14, 1997, there were 2,058 employees and seven
Eligible Directors eligible to receive grants under the Revised Plan.

Shares Available Under the Revised Plan. The Revised Plan authorizes the
issuance of up to 2,000,000 shares of Common Stock. The number of shares
issuable under the Revised Plan will be adjusted for stock dividends, stock
splits, reclassifications and other changes affecting Metrocall's Common Stock.
If any option granted under the Revised Plan expires or terminates prior to
exercise in full, the shares subject to

29
<PAGE> 32

that option will be available for future grants under the Revised Plan. The
maximum number of shares that may be acquired under the Revised Plan by any
individual is 750,000 shares, subject to adjustment for stock dividends, stock
splits, reclassifications, corporate transactions or other changes affecting
Common Stock. Because the Revised Plan provides for discretionary grants of
options, the specific amounts to be granted to particular persons cannot be
determined in advance.

Administration. The Revised Plan is administered by Board of Directors or
the Compensation Committee of the Board of Directors (the "Committee"). The
Committee has the authority and discretion to select employees to participate in
the Revised Plan, to grant options to employees under the Revised Plan, to
specify the terms and conditions of options granted to employees (within the
limitations of the Revised Plan) and to otherwise interpret and construe the
terms of the Revised Plan and any agreements governing options granted under the
Revised Plan. The Committee has no discretion over the options granted to
Eligible Directors. The Board of Directors has authority under the Plan
Amendments to make discretionary grants to Eligible Directors or to modify the
terms of formula grants to Eligible Directors.

Options Granted Under the Revised Plan

General. All options granted under the Revised Plan will be evidenced by a
written agreement setting forth the terms and conditions governing the option.
The Committee has broad discretion to determine the timing, amount,
exercisability and other terms and conditions of options granted to employees,
but will have no discretion over the terms and conditions of options granted to
Eligible Directors. No options granted under the Revised Plan are assignable or
transferable, other than by will or in accordance with the laws of descent and
distribution.

Options Granted to Employees. Both incentive stock options and
non-stockholder stock options are available for employees under the Revised
Plan. For incentive stock options, the option price will be not less than the
fair market value of a share of Common Stock on the date the option is granted.
However, if the employee receiving the option is a more than 10% owner of Common
Stock, the option price will not be less than the greater of par value or 110%
of the fair market value of a share of Common Stock on the date the option is
granted. For non-qualified options, the option price will be not less than the
par value of the Common Stock. The closing price of a share of Common Stock, as
reported on the Nasdaq Stock Market on March 14, 1997 was $5 1/16.

Formula Options Granted to Directors. All options granted to Eligible
Directors will be non-qualified options. On the effective date of the 1996 Plan,
all Eligible Directors were granted an initial option to purchase 10,000 shares
of Common Stock. Thereafter, every Eligible Director will be granted an initial
option to purchase 10,000 shares of Common Stock at the time such Eligible
Director commences service on the Board of Directors. Subsequently, each
Eligible Director who received an initial grant of an option will receive an
additional option to purchase 1,000 shares of Common Stock on each anniversary
of the initial option, provided that the director continues to be an Eligible
Director on each anniversary date. Options granted to Eligible Directors will
become fully vested six months after the date of grant. The exercise price for
options granted to Eligible Directors will be the fair market value of the
Common Stock on the date the option is granted or the date of stockholder
approval of the Revised Plan, if later.

Discretionary Grants to Directors. As permitted under revised Rule 16b-3,
the Plan Amendments broaden the extent to which directors can receive options
under the Revised Plan. As previously approved, the 1996 Plan provided that
nonemployee directors were eligible only for grants pursuant to a specified
formula. Section 7.2 of the Revised Plan provides that the full Board of
Directors can make grants to any and all directors in its discretion. The
formula grants remain in place in the Revised Plan, but the full Board of
Directors is also given the authority to amend those formula grants as it deems
appropriate. The Board believes that this change is in the best interests of the
Company in that it will facilitate its attracting, retaining and motivating
qualified outside directors. This change is contingent on stockholder approval.

In connection with this amendment, the Board approved grants to Messrs. R.
Aprahamian, Brock, Greene, Martin, Poppa, Russenberger, and Singer and Ms. Brock
of 5,000 shares each at an exercise price of $6.00 per share. It also made
grants to Messrs. R. Aprahamian and Martin of 10,000 and 10,000 shares

30
<PAGE> 33

respectively at an exercise price of $6.00 per share in substitution for options
previously granted under the 1996 Plan and made grants under the Revised Plan to
Messrs. R. Aprahamian, Johnston, and Martin of 1,000, 2,000, and 2,000 shares
respectively at an exercise of $6.00 per share to supplement their
out-of-the-money options under the Company's prior stock option plan for
directors. All changes to director options are contingent on stockholder
approval of the Plan Amendments to the Revised Plan.

Exercise. Options granted under the Revised Plan to employees or Eligible
Directors may be exercised by delivery to the Committee of a written notice of
exercise. The notice must specify the number of shares being exercised and must
be accompanied by payment in full of the option price for the shares being
exercised (unless the optionee's written notice of exercise directs that the
stock certificates for the shares issued upon the exercise be delivered to a
licensed broker acceptable to Metrocall as the agent for the optionee and at the
time the stock certificates are delivered to the broker, the broker tenders to
Metrocall cash or cash equivalents acceptable to Metrocall equal to the exercise
price).

The option price may be paid as permitted by the option agreement, (a) in
cash or certified check, (b) by tendering shares of Common Stock that the
optionee has held for at least 6 months or acquired under an option granted not
less than 6 months prior and that will be valued at the fair market value on the
date of exercise; or (c) any combination of these methods. An optionee will not
have any of the rights of a stockholder until payment in full for the shares is
received and a stock certificate is issued. In addition, with respect to options
granted to employees, options may be exercised by any other method that the
Committee prescribes.

For options granted to employees, the Committee may prescribe in the option
agreement that the optionee may elect to satisfy any federal, state or local
withholding tax requirements by directing Metrocall to apply shares of Common
Stock to which the optionee is entitled as a result of the exercise of the
option in order to satisfy such withholding requirements.

Termination of Service. The Committee has discretion to fix the period in
which options granted to employees may be exercised after termination of
employment. Vested options granted to Eligible Directors remain exercisable for
the remaining term of the option unless the Board specifies otherwise (see "Term
of Options," below).

Term of Options. Each option granted under the Revised Plan will terminate
no later than 10 years after the date the option is granted. However, options
intended to be incentive stock options granted to employees under the Revised
Plan will expire no later than 5 years after the date of the grant if the option
is granted to an employee who owns (or is deemed to own) more than 10% of the
outstanding Common Stock.

Other Amendments

In addition to providing for discretionary grants to directors, the Revised
Plan, in Section 11, eliminates provisions in the 1996 Plan that required
stockholder approval in a number of circumstances for which it would not be
required by the securities laws in the future. The Board concluded that this
change is in the best interests of the Company because it eliminates corporate
expenses and limitations on optionees that are no longer necessary for legal
compliance. Under the Revised Plan, stockholder approval is required only for
changes to the incentive stock options and only to the extent necessary to
preserve their tax treatment. This change to the requirements for stockholder
approval is also contingent on stockholder approval of the Plan Amendments.

The Revised Plan also includes certain changes that were not required to be
submitted to stockholders. These include bringing holders of options exchanged
for A+ Network options in the A+ Network Merger within the Revised Plan, the
distribution of the Company's indexed Variable Common Rights under the 1996 Plan
to A+ Network option holders, and certain administrative changes, such as the
timing of the use of stock to pay withholding obligations. The Revised Plan also
changes the definition of "Compensation Committee" for purposes of the 1996
Plan.

31
<PAGE> 34

Amendment or Termination of the Plan

The Board of Directors may amend or terminate the Revised Plan at any time
and from time to time, provided however, that no amendment may, without the
approval of a majority of the stockholders of the Company, amend the provisions
governing incentive stock options other than as permitted under the Internal
Revenue Code. The Revised Plan will terminate no later than 10 years after its
effective date.

Tax Consequences

The following is a general summary of the federal income tax treatment of
incentive stock options and non-qualified stock options to be granted under the
Revised Plan based upon the current provisions of the Code and regulations
promulgated thereunder.

Incentive Stock Options. Incentive stock options granted to employees under
the Revised Plan are intended to meet the requirements of Code section 422. No
tax consequences result from the grant of the option. If an option holder
acquires stock upon the exercise, no income will be recognized by the option
holder for ordinary income tax purposes (although the difference between the
option exercise price and the fair market value of the stock subject to the
option may result in alternative minimum tax liability to the option holder) and
the Company will be allowed no deduction as a result of the exercise, if the
following conditions are met: (a) at all times during the period beginning with
the date of the granting of the option and ending on the day three months before
the date of such exercise, the option holder is an employee of the Company or of
a subsidiary; and (b) the option holder makes no disposition of the stock within
two years from the date the option is granted nor within one year after the
stock is transferred to the option holder. In the event of a sale of such stock
by the option holder after compliance with these conditions, any gain realized
over the price paid for stock will ordinarily be treated as long-term capital
gain, and any loss will be treated as a long-term capital loss, in the year of
the sale.

If the option holder fails to comply with the employment or holding period
requirements discussed above, the option holder will recognize ordinary income
in an amount equal to the lesser of (i) the difference between the fair market
value of the Common Stock received upon exercise and the option exercise price
or (ii) the excess of the amount realized upon such disposition over the
exercise price. If the option holder is treated as having received ordinary
income because of his failure to comply with either condition above, an
equivalent deduction will be allowed to the Company in the same year.

Nonqualified Stock Options. No tax consequences result from the grant of a
nonqualified stock option. An option holder who exercises a non-qualified stock
option with cash generally will realize compensation taxable as ordinary income
in an amount equal to the difference between the fair market value of the option
shares on the date of exercise and the option exercise price, and the Company
will be entitled to a deduction from income in the same amount. The option
holder's basis in such shares will be the fair market value of the shares on the
date exercised, and when the shares are disposed of, capital gain or loss,
either long-term or short-term, will be recognized depending on the holding
period of the shares.

32
<PAGE> 35

NEW PLAN BENEFITS

The following benefits have been awarded under the Revised Plan, subject to
stockholder approval:

<TABLE>
<CAPTION>
NAME AND POSITION NUMBER OF SHARES
---------------------------------------------------------- ----------------
<S> <C>
William L. Collins, III, President and Chief Executive
Officer................................................. 0
Vincent D. Kelly, Chief Financial Officer, Treasurer, and
Executive Vice President................................ 0
Steven D. Jacoby, Chief Operating Officer and Executive
Vice President.......................................... 0
Executive Group........................................... 0
Non-Executive Director Group.............................. 65,000(a)
Non-Executive Officer Employee Group...................... 0
</TABLE>

- ---------------
(a) Of the 65,000 shares, 20,000 were issued in replacement for
options previously issued under the 1996 Plan.

Additional benefits to be awarded under the Revised Plan have not been
determined at this time.

Stockholder Approval

Approval of the Plan Amendments will require the affirmative vote of the
holders of a majority of the shares of the Company's Common Stock present in
person or by proxy at the Annual Meeting. For purposes of determining the number
of votes present or represented and entitled to vote, abstentions will be
counted (and will, therefore, be equivalent to a vote against), but broker
non-voters will not be counted. Failure of the stockholders to approve the Plan
Amendments will cause the rescission of the Plan Amendments, and any rights to
purchase shares granted pursuant to the Plan Amendments will be void.

The Board of Directors recommends that you vote FOR the proposal to approve
the Plan Amendments.

OTHER MATTERS

As of the date of this Proxy Statement, the Board of Directors of Metrocall
does not know of any other matters to be presented for action by the
stockholders at the Annual Meeting. If, however, any other matters not now known
are properly brought before the Annual Meeting, the proxy holders will vote upon
the same according to their discretion and best judgment.

33
<PAGE> 36

STOCKHOLDER PROPOSALS

Any proposal intended to be presented by any stockholder for action at the
1998 Annual Meeting of Stockholders of Metrocall must be received by the
Secretary of Metrocall at 6677 Richmond Highway, Alexandria, Virginia 22306 not
later than November 30, 1997, in order for the proposal to be considered for
inclusion in Metrocall's proxy statement and proxy relating to the 1998 Annual
Meeting.

By Order of the Board of Directors

/s/ RICHARD M. JOHNSTON

Richard M. Johnston
Chairman of the Board

Alexandria, Virginia,

April 9, 1997

A COPY OF THE METROCALL ANNUAL REPORT TO STOCKHOLDERS FOR THE FISCAL YEAR
ENDED DECEMBER 31, 1996 ACCOMPANIES THIS PROXY STATEMENT. METROCALL HAS FILED AN
ANNUAL REPORT FOR ITS FISCAL YEAR ENDED DECEMBER 31, 1996 ON FORM 10-K WITH THE
COMMISSION. STOCKHOLDERS MAY OBTAIN, FREE OF CHARGE, A COPY OF THE FORM 10-K BY
WRITING TO INVESTOR RELATIONS, METROCALL, INC., 6677 RICHMOND HIGHWAY,
ALEXANDRIA, VIRGINIA 22306.

34
<PAGE> 37

EXHIBIT A

PROPOSED AMENDMENT TO THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION

The proposed amendment to Section 4.1 of the Company's Amended and Restated
Certificate of Incorporation that would be effective if Proposal Three is
approved by the stockholders is set forth below. Additions are underlined and in
bold type and deletions are in brackets and italicized type.

4. CAPITAL STOCK

4.1 AUTHORIZED SHARES.

The total number of shares of all classes of stock that the Corporation
shall have the authority to issue is 61,000,000 [34,500,000] shares, of which
1,000,000 shares shall be Preferred Stock, having a par value of $0.01 per share
(the "Preferred Stock") and 60,000,000 [33,500,000] shall be classified as
shares of Common Stock par value $0.01 per share ("Common Stock"). The Board of
Directors is expressly authorized to provide for the classification and
reclassification of any unissued shares of Preferred Stock or Common Stock and
the issuance thereof in one or more classes or series without the approval of
the stockholders of the Corporation.
<PAGE> 38

EXHIBIT B

CERTIFICATE OF DESIGNATION, NUMBER, POWERS,
PREFERENCES AND RELATIVE, PARTICIPATING,
OPTIONAL AND OTHER RIGHTS OF
SERIES B JUNIOR CONVERTIBLE PREFERRED STOCK
OF
METROCALL, INC.

Metrocall, Inc. (the "Corporation"), a corporation organized and existing
under the General Corporation Law of the State of Delaware, hereby certifies
that, pursuant to the provisions of Section 151 of the General Corporation Law
of the State of Delaware, its Board of Directors, at a meeting duly held on
January 17, 1997, adopted the following resolution:

WHEREAS, the Board of Directors of the Corporation is authorized by the
Amended and Restated Certificate of Incorporation to issue up to 1,000,000
shares of preferred stock in one or more classes or series and, in connection
with the creation of any class or series, to fix by the resolutions providing
for the issuance of shares the powers, designations, preferences and relative,
participating, optional or other rights of the class or series and the
qualifications, limitations or restrictions thereof; and

WHEREAS, it is the desire of the Board of Directors of the Corporation,
pursuant to such authority, to authorize and fix the terms and provisions of a
series of preferred stock and the number of shares constituting the series;

NOW, THEREFORE, BE IT RESOLVED, that there is hereby authorized a series of
preferred stock on the terms and with the provisions herein set forth on Annex A
attached to this resolution.

--------------------------------------
Shirley B. White
Assistant Secretary

ATTEST:

- ------------------------------------------------------
Vincent D. Kelly
Chief Financial Officer
<PAGE> 39

ANNEX A

SERIES B JUNIOR CONVERTIBLE PREFERRED STOCK

The powers, designations, preferences and relative, participating, optional
or other rights of the Series B Junior Convertible Preferred Stock of Metrocall,
Inc. (the "Corporation") are as follows:

1. DESIGNATION AND AMOUNT.

This series of preferred stock shall be designated as "Series B Junior
Convertible Preferred Stock," and shall have $0.01 par value per share. The
number of authorized shares constituting this series shall be 9,000 shares.
Shares of the Series B Convertible Preferred Stock shall have a stated value of
$10,000 per share (the "Stated Value"). The Corporation may issue fractional
shares of Series B Junior Convertible Preferred Stock.

2. DIVIDENDS.

(a) Right to Receive Dividends. Holders of the Series B Junior Convertible
Preferred Stock shall be entitled to receive, when and as declared by the Board
of Directors of the Corporation (the "Board of Directors"), to the extent
permitted by the General Corporation Law of the State of Delaware, cumulative
dividends at the rate, in the form, at the times and in the manner set forth in
this Section 2. Such dividends shall accrue on any given share from the day of
issuance of such share and shall accrue from day to day whether or not earned or
declared.

(b) Form of Dividend. Any dividend payment made with respect to the Series
B Junior Convertible Preferred Stock may be made, at the sole discretion of the
Board of Directors, in cash out of funds legally available for such purpose or
by issuing the number of shares of Series B Junior Convertible Preferred Stock
equal to the amount of the dividend divided by the Stated Value. Any such
dividend payment may be made, in the sole discretion of the Board of Directors,
partially in cash and partially in shares of Series B Junior Convertible
Preferred Stock determined in accordance with the preceding formula; provided,
that, in the event that any such dividend payment is made partially in cash and
partially in shares of Series B Junior Convertible Preferred Stock, each holder
of Series B Junior Convertible Preferred Stock shall receive a ratable amount of
cash and Series B Junior Convertible Preferred Stock that is proportionate to
the amount of Series B Junior Convertible Preferred Stock held by such holder on
which such dividend is paid. All shares of Series B Junior Convertible Preferred
Stock issued as a dividend shall be fully paid and nonassessable.

(c) Dividend Rate. The dividend rate on the Series B Junior Convertible
Preferred Stock shall be 14% of the Stated Value per share per annum; provided,
that unless and until the holders of the common stock, $.01 par value of the
Corporation (the "Common Stock") approve the conversion provisions of Section 5
below, the dividend rate will increase to 17% on July 1, 1997, 18% on October 1,
1997, 19% on January 1, 1998 and 20% on April 1, 1998, and will revert to 14% at
such time as such stockholder approval is obtained.

(d) Payment of Dividends. Dividends shall be payable in arrears, when and
as declared by the Board of Directors, on May 15 and November 15 of each year
(each such semiannual payment date a "Dividend Payment Date"), except that if
any such date is a Saturday, Sunday or legal holiday then such dividend shall be
payable on the first immediately succeeding calendar day which is not a
Saturday, Sunday or legal holiday. Dividends shall accrue on each share of
Series B Junior Convertible Preferred Stock from the date of issuance of such
share, and, after payment of a dividend as required hereunder, from and after
each Dividend Payment Date based on the number of days elapsed and a 365-day
year. The dividend payable on the first Dividend Payment Date with respect to
any share of Series B Junior Convertible Preferred Stock shall be the pro rata
portion of the Dividend Rate based upon the number of days from and including
the date of issuance, up to and including such first Dividend Payment Date and a
365-day year. Each dividend shall be paid to the holders of record of shares of
the Series B Junior Convertible Preferred Stock as they appear on the books of
the Corporation on such record date, not more than 45 days nor fewer than 10
days preceding the respective Dividend Payment Date, as shall be fixed by the
Board of Directors.

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<PAGE> 40

(e) Dividend Preference. Dividends on the Series B Junior Convertible
Preferred Stock shall be payable after dividends are paid on the Series A
Convertible Preferred Stock, $.01 par value, of the Corporation (the "Series A
Preferred Stock") and before any dividends or distributions or other payments
shall be paid or set aside for payment upon the Common Stock, the variable
common rights ("VCRs") issued pursuant to the Variable Common Rights Agreement
dated November 15, 1996 between the Corporation and First Union National Bank of
Virginia as Rights Agent, or any other stock ranking on liquidation or as to
dividends or distributions junior to the Series B Junior Convertible Preferred
Stock (any such stock or VCRs, together with the Common Stock, being referred to
hereinafter as "Junior Stock"), other than a dividend, distribution or payment
paid solely in shares of Common Stock or other Junior Stock that is not
Redeemable Stock. If at any time dividends on the outstanding Series B Junior
Convertible Preferred Stock at the rate set forth herein shall not have been
paid or declared and set apart for payment with respect to all preceding and
current periods, the amount of the deficiency shall be fully paid or declared
and set apart for payment, before any dividend, distribution or payment shall be
declared or paid upon or set apart for the shares of any class of Junior Stock,
other than a dividend, distribution or payment paid solely in shares of Common
Stock or other Junior Stock that is not Redeemable Stock. The term "Redeemable
Stock" shall mean any equity security that by its terms or otherwise is required
to be redeemed for cash on or prior to the Final Redemption Date (as defined in
Section 7) or is redeemable for cash at the option of the holder thereof at any
time prior to the Final Redemption Date.

If there shall be outstanding shares of any Parity Securities, no full
dividends shall be declared or paid or set apart for payment on any such Parity
Securities for any period unless full cumulative dividends have been or
contemporaneously are declared and paid or declared and a sum or additional
shares of Series B Junior Convertible Preferred Stock as permitted hereunder
sufficient for the payment thereof set apart for such payment on the Series B
Junior Convertible Preferred Stock for all dividend periods terminating on or
prior to the date of payment of such dividends; provided that in no event shall
any dividends be declared or paid in cash on Parity Securities unless dividends
in cash of not less than a ratable amount are declared and paid on Series B
Junior Convertible Preferred Stock. The term "Parity Securities" shall mean any
class or series of capital stock which is entitled to share ratably with the
Series B Junior Convertible Preferred Stock in the payment of dividends,
including accumulations, if any, and, in the event that the amounts payable
thereon on liquidation are not paid in full, are entitled to share ratably with
the Series B Junior Convertible Preferred Stock in any distribution of assets;
provided that Parity Securities shall not include any shares of Series B Junior
Convertible Preferred Stock issued as dividends pursuant to this Section 2.

If dividends on the Series B Junior Convertible Preferred Stock and on any
other series of Parity Securities are in arrears, in making any dividend payment
on account of such arrears, the Corporation shall make payments ratably (and
ratably as to cash, in-kind or other payments) upon all outstanding shares of
the Series B Junior Convertible Preferred Stock and shares of such other Parity
Securities in proportion to the respective aggregate amounts of dividends in
arrears on the Series B Junior Convertible Preferred Stock and on such other
series of Parity Securities to the date of such dividend payment.

3. LIQUIDATION PREFERENCE.

In the event of any bankruptcy, liquidation, dissolution or winding up of
the Corporation, either voluntary or involuntary, each holder of Series B Junior
Convertible Preferred Stock at the time thereof shall be entitled to receive,
prior and in preference to any distribution of any of the assets or funds of the
Corporation to the holders of the Common Stock or other Junior Stock by reason
of their ownership of such stock, but after payment to holders of the Series A
Preferred Stock of any amounts to which they are entitled, an amount per share
of Series B Junior Convertible Preferred Stock equal to the Stated Value plus
any accrued and unpaid dividends to the date of liquidation. If the assets and
funds legally available for distribution among the holders of Series B Junior
Convertible Preferred Stock shall be insufficient to permit the payment to the
holders of the full aforesaid preferential amount, then the assets and funds
shall be distributed ratably among holders of Series B Junior Convertible
Preferred Stock in proportion to the number of shares of Series B Junior
Convertible Preferred Stock owned by each holder. If the assets and funds of the
Corporation available for distribution to stockholders upon any bankruptcy,
liquidation, dissolution or winding up of the affairs of the

2
<PAGE> 41

Corporation, whether voluntary or involuntary, shall be insufficient to permit
the payment to holders of the full aforesaid preferential amount and there shall
be any outstanding shares of Parity Securities, the holders of Series B Junior
Convertible Preferred Stock and the holders of such other Parity Securities
shall share ratably (and ratably as to cash or other distributions) in any
distribution of assets of the Corporation in proportion to the full respective
preferential amounts to which they are entitled.

4. VOTING RIGHTS.

The holders of the Series B Junior Convertible Preferred Stock shall have
no voting rights except as set forth in the Corporation's Amended and Restated
Certificate of Incorporation, as it may be amended or restated from time to time
(the "Certificate of Incorporation") or as provided by applicable law, and
except for the following:

(a) Changes in Organizational Documents. So long as the Series B Junior
Convertible Preferred Stock is outstanding, the Corporation shall not, without
first obtaining the affirmative vote or written consent of the holders of a
majority of the then outstanding shares of Series B Junior Convertible Preferred
Stock, voting as a single class, amend, repeal, modify or supplement (i) any
provision of the Certificate of Incorporation, the Fourth Amended and Restated
Bylaws of the Corporation, as in effect on the date on which Series B Junior
Convertible Preferred Stock is first issued by the Corporation (the "Initial
Issuance Date"), or any successor bylaws, if such amendment, repeal,
modification or supplement in any way adversely affects the powers,
designations, preferences or other rights of the Series B Junior Convertible
Preferred Stock, or (ii) this Certificate of Designation, Number, Powers,
Preferences and Relative, Participating, Optional and Other Rights of Series B
Junior Convertible Preferred Stock ("Certificate of Designation").

(b) Limitation on Senior Securities. (i) So long as the Series B Junior
Convertible Preferred Stock is outstanding, the Corporation shall not, without
first obtaining the affirmative vote or written consent of the holders of a
majority of the then outstanding shares of Series B Junior Convertible Preferred
Stock, voting as a single class, incur or issue, or permit any subsidiary of the
Corporation to incur or issue, any Senior Securities, except that the
Corporation or a subsidiary may incur or issue Senior Securities if at the time
of incurrence or issuance, the ratio of (A) Senior Securities outstanding on
such date to (B) Pro Forma Consolidated Cash Flow for the most recently ended
full fiscal quarter multiplied by four, determined on a pro forma basis as if
any such Senior Securities had been incurred or issued and the proceeds thereof
had been applied at the beginning of such fiscal quarter, would be less than 7.0
to 1.0. Notwithstanding the foregoing limitation, the Corporation may incur and,
as applicable, may permit its Subsidiaries to incur, Refinancing Debt.

(ii) For purposes of this Section,

(A) "Senior Securities" shall mean (i) all Debt, and (ii) the
shares of any classes or series of capital stock which are senior to the
Series B Junior Convertible Preferred Stock in respect of the right to
receive dividends or to participate in any distribution of assets other
than by way of dividends or which are Redeemable Stock. For the purposes
of determining any particular amount of Senior Securities described in
clause (ii) of the definition of Senior Securities, said amount shall be
the greater of the market value or the minimum amount payable by the
Corporation or any of its subsidiaries upon the redemption, purchase, or
the retirement of such Senior Securities. Notwithstanding any other
provision hereof, "Senior Securities" shall not include Series A
Preferred Stock.

(B) "Pro Forma Consolidated Cash Flow" shall mean for any period
the Corporation's Consolidated Cash Flow for such period calculated on a
pro forma basis to give effect to any Asset Disposition or acquisition
of assets not in the ordinary course of business (including acquisitions
by merger, consolidation or purchase of capital stock) during such
period or thereafter as if such Asset Disposition or acquisition had
taken place on the first day of such period.

(C) "Consolidated Cash Flow" shall mean for any period the
Corporation's Consolidated Net Income for such period plus (i) the
Corporation's Consolidated Interest Expense for such period plus (ii)
the consolidated income tax expense of the Corporation and its
consolidated subsidiaries for such period plus (iii) the consolidated
depreciation and amortization expense included in the income

3
<PAGE> 42

statement of the Corporation and its consolidated subsidiaries for such
period plus (iv) other non-cash charges reducing Consolidated Net Income
for such period (excluding any such non-cash charge to the extent that
it represents an accrual of or reserve for cash charges in any future
period), minus (v) non-cash items increasing Consolidated Net Income for
such period. Notwithstanding the foregoing, the provision for taxes on
the income or profits of and the depreciation and amortization and other
non-cash charges of any of the Corporation's consolidated subsidiaries
shall be added to Consolidated Net Income to compute Consolidated Cash
Flow only to the extent (and in the same proportion) that the net income
of such subsidiary was included in calculating the Consolidated Net
Income of the Corporation and only if and to the extent such subsidiary
could have paid such amount at the date of determination as a dividend
to the Corporation by such subsidiary without prior governmental
approval (that has not been obtained), pursuant to the terms of its
charter and all agreements, instruments, judgments, decrees, orders,
statutes, rules and governmental regulations applicable to that
subsidiary or its stockholders.

(D) "Consolidated Net Income" shall mean for any period the net
income (or loss) of the Corporation and its subsidiaries for such
period, determined on a consolidated basis in accordance with generally
accepted accounting principles ("GAAP"); provided that there shall be
excluded therefrom (i) the net income (but not the loss) of any
subsidiary which is subject to restrictions which prevent the payment of
dividends and the making of distributions (by loans, advances,
intercompany transfers or otherwise) to the Corporation except to the
extent of the amount of dividends or other distributions actually paid
to the Corporation by such subsidiary without violation of any such
restrictions, (ii) the net income (or loss) of any Person that is not a
consolidated subsidiary of the Corporation except to the extent of the
amount of dividends or other distributions actually paid to the
Corporation by such Person during any period, (iii) any gain or loss on
any Asset Disposition by the Corporation or any of its subsidiaries and
(iv) any extraordinary gain or loss.

(E) "Consolidated Interest Expense" shall mean for any period the
consolidated interest expense included in a consolidated income
statement (without deduction of interest income) of the Corporation and
its consolidated subsidiaries for such period determined in accordance
with GAAP, including without limitation or duplication (or, to the
extent not so included, with the addition of), (i) the amortization of
Debt discounts; (ii) any payments of fees with respect to letters of
credit, bankers' acceptances or similar facilities; (iii) fees with
respect to interest rate swap or similar agreements or foreign currency
hedge, exchange or similar agreements, other than fees or charges
related to the acquisition or termination thereof which are not
allocable to interest expense in accordance with GAAP; and (iv) the
interest component associated with capital lease obligations.

(F) "Asset Disposition" shall mean any transfer, conveyance, sale,
lease or other disposition by the Corporation or any of its subsidiaries
(including a consolidation or merger or other sale of any such
subsidiary with, into or to another Person in a transaction in which
such subsidiary ceases to be a subsidiary, but excluding a disposition
by a subsidiary of such Person to such Person or a wholly owned
subsidiary of such Person or by such Person to a wholly owned subsidiary
of such Person, and excluding the creation of a lien, pledge or security
interest) of (i) shares of capital stock (other than directors'
qualifying shares) or other ownership interests of a subsidiary of such
Person, (ii) substantially all of the assets of such Person or any of
its Subsidiaries representing a division or line of business or (iii)
other assets or rights of such Person or any of its Subsidiaries outside
of the ordinary course of business, in any case where the consideration
received by such Person or a subsidiary of such Person or the fair
market value of the assets subject to such disposition exceeds $1
million.

(G) "Debt" shall mean (without duplication), whether recourse is to
all or a portion of the assets of the Corporation or any of its
subsidiaries, and whether or not contingent, (i) every obligation of the
Corporation or any of its subsidiaries for money borrowed, (ii) every
obligation of the Corporation or any of its subsidiaries evidenced by
bonds, debentures, notes or other similar instruments, (iii) every
reimbursement obligation of the Corporation or any of its subsidiaries
with respect to letters of credit, bankers' acceptances or similar
facilities issued for the account of the

4
<PAGE> 43

Corporation or any of its subsidiaries, (iv) every obligation of the
Corporation or any of its subsidiaries issued or assumed as the deferred
purchase price of property or services (but excluding trade accounts
payable or accrued liabilities arising in the ordinary course of
business), (v) every capital lease obligation of the Corporation or any
of its subsidiaries, (vi) Attributable Debt of the Corporation or any of
its subsidiaries, (vii) the maximum fixed redemption or repurchase price
of Redeemable Stock (other than Series A Preferred Stock) of the
Corporation or any of its subsidiaries at the time of determination,
(viii) every obligation of the Corporation or any of its subsidiaries
secured by a lien on any asset of the Corporation or any of its
subsidiaries (whether or not such obligation is assumed by the
Corporation or any of its subsidiaries); provided, however, that, unless
such Debt constitutes Debt of the referent Person pursuant to any other
clause of this definition, the amount of such Debt shall be the lesser
of (A) the fair market value of such asset and (B) the amount of such
Debt, and (ix) every obligation of the type referred to in clauses (i)
through (viii) of the Corporation or any of its subsidiaries and all
dividends of the Corporation or any of its subsidiaries the payment of
which, in either case, the Corporation has guaranteed or for which the
Corporation is responsible or liable, directly or indirectly, as
obligor, guarantor or otherwise and provided further that none of the
following shall constitute Debt: (i) guarantees by subsidiaries of Debt
under any bank credit facility incurred by the Corporation; (ii) Debt
owed by the Corporation to any wholly owned subsidiary of the
Corporation or owed by any wholly owned subsidiary of the Corporation to
the Corporation or any other wholly owned subsidiary of the Corporation
(but only so long as such Debt is held by the Corporation or such wholly
owned subsidiary); (iii) debt arising from the honoring by a bank or
other financial institution of a check, draft or similar instrument
drawn against insufficient funds in the ordinary course of business,
provided that such Debt is extinguished within two business days of its
incurrence; and (iv) renewals of guarantees permitted by clause (i)
above.

For purposes of determining any particular amount of Debt under
this covenant, guarantees of (or obligations with respect to letters of
credit supporting) Debt otherwise included in the determination of such
amount shall not also be included. For the purpose of determining
compliance with this covenant, (A) in the event that an item of Debt
meets the criteria of more than one of the types of Debt described in
the above clauses, the Corporation, in its sole discretion, shall
classify such item of Debt and only be required to include the amount
and type of such Debt in one of such clauses; and (B) the amount of Debt
issued at a price which is less than the principal amount thereof shall
be equal to the amount of the liability in respect thereof determined in
accordance with GAAP.

(H) "Attributable Debt" in respect of a sale and leaseback
transaction shall mean, at the time of determination the present value
(discounted at the interest rate implicit in the lease, compounded
semiannually) of the obligation of the lessee of the property subject to
such sale and leaseback transaction for rental payments during the
remaining term of the lease included in such transaction, including any
period for which such lease has been extended or may, at the option of
the lessor, be extended or until the earliest date on which the lessee
may terminate such lease without penalty or upon payment of penalty (in
which case the rental payments shall include such penalty), after
excluding all amounts required to be paid on account of maintenance and
repairs, insurance, taxes, assessments, water, utilities and similar
charges.

(I) "Person" shall mean an individual, partnership, corporation,
trust, unincorporated organization or other business entity, and a
government or agency or political subdivision thereof.

(J) "Refinancing Debt" shall mean (i) any Debt of the Corporation
that renews, refunds or extends any outstanding Debt of the Corporation
or a subsidiary of the Corporation which Debt was incurred in compliance
with this Certificate of Designation, and (ii) any Debt of a subsidiary
of the Corporation that renews, refunds or extends any Debt of such
Subsidiary which Debt was incurred in compliance with this Certificate
of Designation in the case of both clauses (i) and (ii) in an amount not
to exceed the outstanding principal amount of the Debt so refinanced
plus the amount of any premium required to be paid in connection with
such refinancing pursuant to the terms of the debt

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<PAGE> 44

refinanced or the amount of any premium reasonably determined by the
Corporation as necessary to accomplish such refinancing by means of a
tender offer or privately negotiated repurchase, plus the expenses of
the Corporation incurred in connection with such refinancing.

(c) Means of Voting. The rights of the holders of Series B Junior
Convertible Preferred Stock under this Section 4 may be exercised (i) at a
meeting of the holders of shares of such Series B Junior Convertible Preferred
Stock, called for the purpose by the Corporation; or (ii) by written consent
signed by the holders of the requisite percentage of the then outstanding shares
of the Series B Junior Convertible Preferred Stock, delivered to the Secretary
or Assistant Secretary of the Corporation. Except to the extent otherwise
provided herein or to the extent that holders of a majority of the Series B
Junior Convertible Preferred Stock decide otherwise, any meeting of the holders
of Series B Junior Convertible Preferred Stock shall be conducted in accordance
with the provisions of the By-Laws of the Corporation applicable to meetings of
stockholders. In the event of a conflict or inconsistency between the By-Laws of
the Corporation and any term of this Certificate of Designation, including, but
not limited to this Section 4, the terms of this Certificate of Designation
shall prevail.

5. CONVERSION

Subject to and upon the approval of this Section 5 by the holders of the
Common Stock, Shares of Series B Junior Convertible Preferred Stock may be
converted into shares of Common Stock, on the terms and conditions set forth in
this Section 5.

(a) Optional Conversion. Beginning on each of September 1, 1997, December
1, 1997, March 1, 1998, and June 1, 1998 (each such date, a "Conversion Date"),
each holder that was issued Series B Junior Convertible Preferred Stock on the
Initial Issuance Date or upon conversion of the Corporation's Common Stock
Equivalent Preferred Stock (or, in either case, such holder's permitted
transferees) shall have right, at any time and from time to time thereafter, to
convert up to 25% of that number of shares of Series B Junior Convertible
Preferred Stock so issued to such holder plus shares of Series B Junior
Convertible Preferred Stock issued as dividends on such shares (and as dividends
on such dividends) into that number of shares of Common Stock equal to the
Stated Value of the shares converted divided by the Conversion Price on the
respective Conversion Date, subject to adjustment as provided in Section 5(h).
In the event the Corporation delivers a notice of redemption of Series B Junior
Convertible Preferred Stock pursuant to Section 6(c) below, a holder of the
Series B Junior Convertible Preferred Stock may elect, by written notice
delivered within 15 business days after receipt of the notice of redemption, to
convert any or all shares of Series B Junior Convertible Preferred Stock which
are subject to the notice of redemption and are convertible on the date notice
is deemed given under Section 5(h).

(b) Conversion Price. The Conversion Price of the shares of Series B
Junior Convertible Preferred Stock convertible on each Conversion Date shall be
the average of the Closing Prices of the Common Stock of the Corporation for the
10 Trading Days prior to each such Conversion Date. For purposes of this
Certificate of Designation:

(i) the term "Closing Price," on any Trading Day, shall mean the last
reported sale price, or in case no such sale takes place on such day, the
average of the closing bid and asked prices, for the Common Stock.

(ii) the term "Trading Day" shall mean (A) a day on which the Common
Stock is traded on the principal stock exchange on which the Common Stock
has been listed, or (B) if the Common Stock is not listed on any stock
exchange, a day on which the Common Stock is traded in the over-the-counter
market, as reported by the Nasdaq National Market System, or (C) if the
Common Stock is not listed on any stock exchange or traded on the Nasdaq
National Market System, a day on which the Common Stock is traded in the
over-the-counter market as reported by the National Quotation Bureau
Incorporated (or any similar organization or agency succeeding to its
functions of reporting prices).

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<PAGE> 45

(d) Procedures for Conversion. (i) In order to convert shares of Series B
Junior Convertible Preferred Stock into shares of Common Stock, the holder shall
surrender the certificate or certificates therefore, duly endorsed for transfer,
at any time during normal business hours, to the Corporation at its principal or
at such other office or agency then maintained by it for such purpose (the
"Payment Office"), accompanied (or preceded as required by Section 5(a)) by
written notice to the Corporation of such holder's election to convert and (if
so required by the Corporation or any conversion agent) by an instrument of
transfer, in form reasonably satisfactory to the Corporation and to any
conversion agent, duly executed by the registered holder or by his duly
authorized attorney, and any cash payment required pursuant to Section
5(d)(iii). As promptly as practicable after the surrender for conversion of any
share of the Series B Junior Convertible Preferred Stock in the manner provided
in the preceding sentence, and the payment in cash of any amount required by the
provisions of Section 5(d)(iii), but in any event within three Trading Days of
such surrender for payment, the Corporation will deliver or cause to be
delivered at the Payment Office to or upon the written order of the holder of
such shares, certificates representing the number of full shares of Common Stock
issuable upon such conversion, issued in such name or names as such holder may
direct. Such conversion shall be deemed to have been made immediately prior to
the close of business on the date of such surrender of the shares in proper
order for conversion, and all rights of the holder of such share as a holder of
such shares shall cease at such time and the person or persons in whose name or
names the certificates for such shares of Common Stock are to be issued shall be
treated for all purposes as having become the record holder or holders thereof
at such time; provided, however, that any such surrender and payment on any date
when the stock transfer books of the Corporation shall be closed shall
constitute the person or persons in whose name or names the certificates for
such shares of Common Stock are to be issued as the record holder or holders
thereof for all purposes immediately prior to the close of business on the next
succeeding day on which such stock transfer books are opened.

(ii) The Corporation shall not be required to issue fractional shares
of Common Stock upon conversion of shares of Series B Junior Convertible
Preferred Stock. At the Corporation's discretion, in the event the
Corporation determines not to issue fractional shares, in lieu of any
fractional shares to which the holder would otherwise be entitled, the
Corporation shall pay cash equal to such fraction multiplied by the
Conversion Price.

(iii) The issuance of certificates for shares of Common Stock upon
conversion shall be made without charge for any issue, stamp or other
similar tax in respect of such issuance. However, if any such certificate
is to be issued in a name other than that of the holder of record of the
shares converted, the person or persons requesting the issuance thereof
shall pay to the Corporation the amount of any tax which may be payable in
respect of any transfer involved in such issuance or shall establish to the
satisfaction of the Corporation that such tax has been paid or is not
payable.

(e) Reservation of Stock Issuable Upon Conversion. Subject to the approval
of the holders of Common Stock of an amendment to the Certificate of
Incorporation to increase the number of authorized shares of Common Stock of the
Corporation to not less than 60,000,000 shares, the Corporation shall reserve
and keep available out of its authorized but unissued shares of Common Stock,
solely for the purpose of effecting the conversion of the shares of the Series B
Junior Convertible Preferred Stock, 3,500,000 shares of Common Stock. If at any
time the number of authorized and unissued shares of Common Stock that are
reserved for issuance upon conversion of the shares of Series B Junior
Convertible Preferred Stock, shall not be sufficient to effect the conversion of
all then outstanding shares of the Series B Junior Convertible Preferred Stock,
the Corporation will take such corporate action as may, in the opinion of its
counsel, be necessary to increase its authorized but unissued shares of Common
Stock to such number of shares as shall be sufficient for such purpose,
including, without limitation, taking appropriate board action, recommending
such an increase to the holders of Common Stock, holding shareholders meetings,
soliciting votes and proxies in favor of such increase to obtain the requisite
stockholder approval and upon such approval, the Corporation shall reserve and
keep available such additional shares solely for the purpose of effecting the
conversion of the shares of the Series B Junior Convertible Preferred Stock.

(f) Notices. Any notice required by the provisions of this Certificate of
Designation to be given to the holders of shares of Series B Junior Convertible
Preferred Stock shall be deemed given five days after such

7
<PAGE> 46

notice is deposited in the United States mail, postage prepaid, and addressed to
each holder of record at its address appearing on the books of the Corporation,
or the next business day after such notice is delivered to a recognized
overnight courier service with next-business day delivery specified.

(g) Reorganization, Merger or Sale of the Corporation.

(i) Notwithstanding any other provision hereof, in case of (A) any
reorganization or any reclassification of the capital stock of the
Corporation or (B) any merger of the Corporation, that in any such case
results in the Common Stock being converted into other securities or
property, or the right to receive other securities or property, then
provision shall be made so that, upon consummation of such reorganization,
reclassification or merger, each share of Series B Junior Convertible
Preferred Stock which was convertible into Common Stock on the Trading Day
immediately prior to the initial announcement of the transaction or of a
proposed transaction that ultimately resulted in the transaction, shall
thereafter be convertible into the number of shares of stock or other
securities or property (including cash) to which a holder of the number of
shares of Common Stock deliverable upon conversion of such share of Series
B Junior Convertible Preferred Stock would have been entitled assuming
conversion on such Trading Day. In any case, appropriate adjustment (as
determined by the Board of Directors) shall be made in the application of
the provisions herein set forth with respect to the rights and interests
thereafter of the holders of the Series B Junior Convertible Preferred
Stock, to the end that the provisions set forth herein shall thereafter be
applicable, as nearly as equivalent as is practicable, in relation to any
shares of stock or the securities or property (including cash) thereafter
deliverable upon the conversion of the shares of Series B Junior
Convertible Preferred Stock.

(ii) In case of any merger, consolidation, reclassification or other
similar reorganization, to the extent the Corporation is not the surviving
entity, and the Corporation or the holders do not otherwise redeem or
convert all outstanding shares of Series B Junior Convertible Preferred
Stock, the Series B Junior Convertible Preferred Stock shall be converted
into or exchanged for and shall become shares of the surviving corporation
having, in respect of the surviving corporation, substantially the same
powers, preferences and relative participating, optional or other special
rights, and the qualifications, limitations or restrictions thereon, that
the Series B Junior Convertible Preferred Stock had immediately prior to
such transaction.

(h) Adjustments. The number of shares of Common Stock issuable upon
conversion of shares of the Series B Junior Convertible Preferred Stock that are
then outstanding and that prior to the relevant date have become convertible
into Common Stock pursuant to Section 5(a) ("Then-Convertible Shares") shall be
subject to adjustment from time to time as follows:

(i) Stock Dividends; Stock Splits; Reverse Stock Splits. In case the
Corporation shall (A) declare or pay a dividend on its outstanding Common
Stock in shares of Common Stock or make a distribution to all holders of
its outstanding Common Stock in shares of Common Stock, (B) subdivide or
reclassify its outstanding Common Stock, or (C) combine its outstanding
Common Stock into a smaller number of shares, the number of shares of
Common Stock issuable upon conversion of each Then-Convertible Share that
was convertible immediately prior to the record date for such dividend or
combination or the effective date of such subdivision or reclassification
shall be adjusted so that the holder of each such share shall thereafter be
entitled to receive the kind and number of shares of Common Stock that such
holder would have owned or have been entitled to receive after the
happening of any of the events described above, had such share been
converted in full immediately prior to the happening of such event or any
record date with respect thereto (with any record date requirement being
deemed to have been satisfied), and, in any such case, the number of shares
of Common Stock issuable upon conversion of each such share shall be
subject to further adjustments under this Section 5(h). An adjustment made
pursuant to this Section 5(h)(i) shall become effective at the record date,
if any, for such event.

(ii) Distributions to Stockholders. In case the Corporation shall
issue to holders of its Common Stock rights, options, warrants or
convertible or exchangeable securities (collectively, the "rights")
entitling them to subscribe for or purchase Common Stock at a price per
share of Common Stock (determined by dividing (A) the total amount
receivable by the Corporation in consideration of the

8
<PAGE> 47

issuance of such rights plus the total consideration payable to the
Corporation upon exercise, conversion or exchange thereof, by (B) the total
number of shares of Common Stock covered by such rights) that is lower than
the Current Market Price per share of Common Stock in effect immediately
prior to such issuance, then the number of shares of Common Stock issuable
upon conversion of all Then-Convertible Shares shall be increased in a
manner determined by multiplying the number of shares of Common Stock
theretofore issuable upon the conversion of all Then-Convertible Shares by
a fraction, the numerator of which shall be the number of shares of Common
Stock outstanding immediately prior to the issuance of such rights plus the
number of additional shares of Common Stock offered for subscription or
purchase, and the denominator of which shall be the number of shares of
Common Stock outstanding immediately prior to the issuance of such rights
plus the number of shares of Common Stock which the aggregate consideration
to be received by the Corporation in connection with such issuance (as
defined in the following sentence) would purchase at the then Current
Market Price per share of Common Stock. For purposes of this Section 5(h),
the "Current Market Price" per share of Common Stock for any date shall
mean average of the Closing Prices of the Common Stock for the 10 Trading
Days prior to such date. For purposes of this Section 5(h)(ii), the
"aggregate consideration to be received by the Corporation" in connection
with any issuance of such rights shall be deemed to be the consideration
received by the Corporation for such rights plus any consideration or
premiums stated in such rights to be paid for the shares of Common Stock
covered thereby. Any increase of the number of shares of Common Stock
issuable upon exercise of all Then-Convertible Shares made pursuant to this
Section 5.02(b) shall be allocated among such Then-Convertible Shares on a
pro rata basis.

(iii) Issuance of Common Stock at Lower Values. In case the
Corporation shall, in a transaction to which Section 5(h)(i) is
inapplicable (and, in any event, other than upon conversion of Series A
Preferred Stock, Series B Junior Convertible Preferred Stock or the
Corporation's Common Stock Equivalent Convertible Preferred Stock, or upon
exercise of any warrants or employee stock options that were outstanding on
the Initial Issuance Date or pursuant to contractual commitments to which
the Corporation was bound on the Initial Issuance Date), issue or sell
shares of Common Stock, or rights, options, warrants or convertible or
exchangeable securities containing the right to subscribe for or purchase
shares of Common Stock, at a price per share of Common Stock (determined,
in the case of rights, options, warrants or convertible or exchangeable
securities, by dividing (A) the total amount receivable by the Corporation
in consideration of the issuance and sale of such rights, options, warrants
or convertible or exchangeable securities, plus the total consideration
payable to the Corporation upon exercise, conversion or exchange thereof,
by (B) the total number of shares of Common Stock covered by such rights,
options, warrants or convertible or exchangeable securities) that is lower
(at the date of such sale or issuance) than the Current Market Price per
share of Common Stock in effect immediately prior to such sale or issuance
or for no consideration, then in each case the number of shares of Common
Stock thereafter issuable upon the conversion of the Then-Convertible
Shares shall be increased in a manner determined by multiplying the number
of shares of Common Stock theretofore issuable upon the conversion of all
Then-Convertible Shares by a fraction, of which the numerator shall be the
number of shares of Common Stock outstanding immediately prior to the sale
or issuance, plus the number of additional shares of Common Stock offered
for subscription or purchase or to be issued upon conversion or exchange of
such convertible or exchangeable securities, and of which the denominator
shall be the number of shares of Common Stock outstanding immediately prior
to the sale or issuance plus the number of shares of Common Stock which the
aggregate consideration to be received by the Corporation (as defined in
the following paragraph) in connection with such sale or issuance would
purchase at the then Current Market Price per share of Common Stock.

For the purpose of such adjustments the "aggregate consideration to be
received by the Corporation" therefor shall be deemed to be the
consideration received by the Corporation for such rights, options,
warrants or convertible or exchangeable securities plus any consideration
or premiums stated in such rights, options, warrants or convertible or
exchangeable securities to be paid for the shares of Common Stock covered
thereby.

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<PAGE> 48

In case the Corporation shall issue or sell shares of Common Stock or
rights, options, warrants or convertible or exchangeable securities
containing the right to subscribe for or purchase shares of Common Stock
for a consideration consisting, in whole or in part, of property other than
cash or its equivalent, then in determining the "price per share of Common
Stock" and the "consideration" receivable by or payable to the Corporation
for purposes of Sections 5(h)(ii) and 5(h)(iii), the Board of Directors of
the Corporation shall determine, in good faith, the fair value of such
property. In case the Corporation shall issue and sell rights, options,
warrants or convertible or exchangeable securities containing the right to
subscribe for or purchase shares of Common Stock, together with one or more
other securities as part of a unit at a price per unit, then in determining
the "price per share of Common Stock" and the "consideration" receivable by
or payable to the Corporation for purposes of Sections 5(h)(ii) and
5(h)(iii), the Board of Directors of the Corporation shall determine, in
good faith, the fair value of the rights, options, warrants or convertible
or exchangeable securities then being sold as part of such unit.

Any increase of the number of shares of Common Stock issuable upon
conversion of Then-Convertible Shares made pursuant to this Section
5(h)(iii) shall be allocated among such Then-Convertible Shares on a pro
rata basis.

(iv) Expiration of Rights, Options and Conversion Privileges. Upon the
expiration of any rights, options, warrants or conversion or exchange
rights that have previously resulted in an adjustment under this Section
5(h), if any thereof shall not have been exercised, the number of shares of
Common Stock issuable upon conversion of Then-Convertible Shares shall be
readjusted and shall thereafter, upon any future exercise, be such as they
would have been had they been originally adjusted (or had the original
adjustment not been required, as the case may be) as if (i) the only shares
of Common Stock so issued were the shares of Common Stock, if any, actually
issued or sold upon the exercise of such rights, options, warrants or
conversion or exchange rights and (ii) such shares of Common Stock, if any,
were issued or sold for the consideration actually received by the
Corporation upon such exercise plus the consideration, if any, actually
received by the Corporation for issuance, sale or grant of all such rights,
options, warrants or conversion or exchange rights whether or not
exercised; provided that no such readjustment shall have the effect of
decreasing the number of shares issuable upon conversion of
Then-Convertible Shares by a number that is in excess of the amount or
number of the adjustment initially made in respect of the issuance, sale or
grant of such rights, options, warrants or conversion or exchange rights or
shall have the effect of decreasing the number of shares of Common Stock
that have been issued upon conversion of any shares of Series B Junior
Convertible Stock prior to the date of such readjustment.

(v) De minimis Adjustments. No adjustment in the number of shares of
Common Stock issuable under any Then-Convertible Shares shall be required
unless such adjustment would require an increase or decrease of at least
one percent (1%) in the number of shares of Common Stock purchasable upon a
conversion of Then-Convertible Shares; provided, that any adjustments which
by reason of this Section 5(h) are not required to be made shall be carried
forward and taken into account in any subsequent adjustment. All
calculations shall be made to the nearest one-thousandth of a share.

(vi) Notice of Adjustment. Whenever the number of shares of Common
Stock or other stock or property issuable upon the conversion of
Then-Convertible Shares is adjusted, as herein provided, the Corporation
shall deliver to the holders thereof a certificate of a firm of independent
public accountants selected by the Board of Directors of the Corporation
(who may be the regular accountants employed by the Corporation) setting
forth the number of shares of Common Stock or other stock or property
issuable upon the conversion of each Then-Convertible Share after such
adjustment, setting forth a brief statement of the facts requiring such
adjustment and setting forth the computation by which such adjustment was
made and shall promptly mail by first class mail, postage prepaid, to each
holder notice of such adjustment or adjustments.

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<PAGE> 49

6. OPTIONAL REDEMPTION

(a) Redemption Price. The Corporation, at its sole option, may redeem
shares of the Series B Junior Convertible Preferred Stock, in whole or part, for
cash, at any time or from time to time, for a redemption price per share equal
to the sum of the Stated Value and any accrued and unpaid dividends on such
shares.

(b) Selection of Shares to be Redeemed. If fewer than all of the
outstanding shares of the Series B Junior Convertible Preferred Stock are to be
called for redemption, such redemption of Series B Junior Convertible Preferred
Stock will apply to shares of Series B Junior Convertible Preferred Stock in the
order they became or will become convertible pursuant to Section 5(a), i.e., if
the Corporation redeems 50% of the outstanding shares of Series B Junior
Convertible Preferred Stock, then the remaining shares of Series B Junior
Convertible Preferred Stock would not become convertible until the third and
fourth Conversion Dates (March 1, 1998 and June 1, 1998). If following a notice
of redemption pursuant to Section 6(c), holders exercise their right to convert
shares of Series B Junior Convertible Preferred Stock pursuant to Section 5(a),
then the Corporation may elect to redeem only those shares to be called for
redemption that have not been converted or may elect to redeem the full number
of shares called for redemption, subject to the order of redemption set forth in
the preceding sentence. Subject to the foregoing, the number of shares of Series
B Junior Convertible Preferred Stock called for redemption shall be redeemed
ratably from each holder of Series B Junior Convertible Preferred Stock
proportionate to the amount of Series B Junior Convertible Preferred Stock held
by each holder after giving effect to any conversion pursuant to Section 5(a).

(c) Notice of Redemptions. Notice of redemptions shall be given by first
class mail, postage prepaid, mailed not less than 20 nor more than 60 business
days prior to the redemption date or, if such notice period is not feasible in
connection with a transaction described in Section 5(g), such notice period as
is practicable in the circumstances, to each holder of record of the shares to
be redeemed, at such holder's address as the same appears on the books of the
Corporation. Each such notice shall state: (i) the redemption date; (ii) the
number of shares of the Series B Junior Convertible Preferred Stock to be
redeemed and, if fewer than all of the shares held by such holder are to be
redeemed, the number of such shares to be redeemed from such holder; (iii) the
place or places where certificates for such shares are to be surrendered for
payment of the redemption price; (iv) that dividends on the shares to be
redeemed will cease to accrue on the redemption date; and (v) if applicable,
that the right to convert Series B Junior Convertible Preferred Stock pursuant
to Section 5 will expire unless exercised within 15 business days after receipt
of the notice of redemption.

(d) Cessation of Dividends on Shares Redeemed. Notice having been mailed
as stated in subsection (c) above, from and after the close of business on the
redemption date (unless default shall be made by the Corporation in providing
money for the payment of the redemption price of the shares called for
redemption), dividends on the shares of the Series B Junior Convertible
Preferred Stock redeemed shall cease to accrue, and said shares shall no longer
be deemed to be outstanding, and all rights of the holders thereof as
stockholders of the Corporation (except the right to receive from the
Corporation the redemption price) shall cease. Upon surrender in accordance with
said notice of the certificates for any shares so redeemed (properly endorsed or
assigned for transfer, if the Board of Directors of the Corporation shall so
require and the notice shall so state), such shares shall be redeemed by the
Corporation at the redemption price aforesaid. If fewer than all the shares
represented by any such certificate are redeemed, a new certificate shall be
issued representing the unredeemed shares without cost to the holder thereof.

(e) Status of Redeemed or Converted Shares. Upon redemption or conversion,
any shares of the Series B Junior Convertible Preferred Stock which have been so
redeemed or converted shall be retired and thereafter have the status of
authorized but unissued shares of preferred stock, without designation as to
series until such shares are once more designated as part of a particular series
by the Board of Directors or a duly authorized committee thereof.

7. MANDATORY REDEMPTION.

On , 2009 (the "Final Redemption Date")(1), the Corporation shall
redeem from any source of funds legally available therefor, in the manner
provided in Section 6(c) above, all of the shares of the Series B Junior
Convertible Preferred Stock then outstanding at a redemption price equal to the
Stated Value per

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<PAGE> 50

share, plus, without duplication, an amount in cash equal to all accumulated and
unpaid dividends per share to the Final Redemption Date.

8. PREEMPTIVE RIGHTS.

No shares of Series B Junior Convertible Preferred Stock shall have any
rights of preemption whatsoever as to any securities of the Corporation, or any
warrants, rights or options issued or granted with respect thereto, regardless
of how such securities or such warrants, rights or options may be designated,
issued or granted.
- ---------------

(1) [Twelfth anniversary of the Initial Issuance Date]

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<PAGE> 51

EXHIBIT C

METROCALL, INC.

1996 STOCK OPTION PLAN

AS AMENDED
EFFECTIVE FEBRUARY 5, 1997
<PAGE> 52

METROCALL, INC.

1996 STOCK OPTION PLAN
AS AMENDED, EFFECTIVE FEBRUARY 5, 1997

METROCALL, INC., a Delaware corporation (the "Corporation"), sets forth
herein the terms of the 1996 Stock Option Plan (the "Plan") as follows:

1. PURPOSE

The Plan is intended to advance the interests of the Corporation by
providing eligible employees and outside directors ("Eligible Directors") of the
Corporation, its predecessors, and its affiliates an opportunity to acquire or
increase their proprietary interest in the Corporation, which thereby will
create a stronger incentive to expend maximum effort for the growth and success
of the Corporation and its subsidiaries. Options granted under the Plan (the
"Options") to employees may be nonqualified stock options ("NQSOs") or may be
"incentive stock options" ("ISOs") within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended from time to time (the "Code"), or the
corresponding provision of any subsequently enacted tax statute. Options granted
to Eligible Directors must be NQSOs.

2. ADMINISTRATION

2.1. COMMITTEE

The Plan shall be administered by the Compensation Committee (the
"Committee") of the Board of Directors of the Corporation (the "Board"). The
Board may remove members, add members, and fill vacancies on the Committee from
time to time, all in accordance with the Certificate of Incorporation and Bylaws
of the Corporation and applicable law. The Board may also act under the Plan as
though it were the Committee.

2.2. ACTION BY COMMITTEE

The Committee shall have such powers and authorities related to the
administration of the Plan as are consistent with the Certificate of
Incorporation and Bylaws of the Corporation and applicable law. The Committee
shall have the full power and authority to take all actions and to make all
determinations required or permitted under the Plan and any Option granted
hereunder. The Committee shall have the full power and authority to take all
other actions and determination not inconsistent with the specific terms and
provisions of the Plan that the Committee deems to be necessary or appropriate
to the administration of the Plan. The Committee's powers shall include, but not
be limited to, the power to amend, waive, or extend any provision or limitation
of any Option. All such actions and determinations shall be by the affirmative
vote of a majority of the members of the Committee present at a meeting or by
unanimous consent of the Committee executed in writing in accordance with the
Certificate of Incorporation and Bylaws of the Corporation and applicable law.
The interpretation and construction by the Committee of any provision of the
Plan or any Option granted hereunder shall be final and conclusive.

Notwithstanding the foregoing, the Committee shall have no discretion over
the amount, price or timing of options granted to Eligible Directors.

2.3. NO LIABILITY

No member of the Board or of the Committee shall be liable for any action
or determination made, or any failure to take or make an action or
determination, in good faith with respect to the Plan.

2.4. APPLICABILITY OF RULE 16b-3

Those provisions of the Plan that make express reference to Rule 16b-3
shall apply only to persons who are required to file reports under Section 16(a)
of the Exchange Act.
<PAGE> 53

3. STOCK AND OTHER RIGHTS

The stock that may be issued pursuant to Options shall be shares of common
stock of the Corporation (the "Stock"), which shares may be treasury shares or
authorized but unissued shares. The number of shares of Stock that may be issued
under the Plan shall not exceed in the aggregate 2,000,000 shares of Stock,
which number of shares is subject to adjustment as provided in Section 12. If
any Option expires, terminates or is terminated for any reason prior to exercise
in full, the shares of Stock that were subject to the unexercised portion of
such Option shall be available immediately for future grants of Options under
the Plan.

No additional options will be granted under either the Metrocall, Inc.
Amended and Restated 1993 Stock Option Plan or the Metrocall, Inc. Directors
Stock Option Plan (together, the "Predecessor Plans"). However, any shares of
Stock that were available for grants under the Predecessor Plans as of the date
of such approval but had not been the subject of options granted under the
Predecessor Plans shall be available for grants under this Plan, provided,
however, that such shares shall not be available for the grant of Options
intended to qualify as Incentive Stock Options.

The maximum number of shares of Stock that may be issued pursuant to
Options granted under the Plan to any person is 750,000 shares, which number of
shares is subject to adjustment as provided in Section 12.

In satisfaction of certain obligations of the Corporation under its merger
agreement with A+ Network, Inc. ("AN"), dated as of May 16, 1996 (the "Merger
Agreement"), the Plan has issued Options to persons who were employees or
outside directors of AN before its merger with the Corporation (the "AN
Replacement Options"). The AN Replacement Options have the terms specified by
AN's Board of Directors before the merger (as adjusted for the effects of the
merger) and include the right under this Plan to acquire "variable common
rights" ("VCRs") issued by the Corporation in the form and with the terms
provided in the Merger Agreement. The maximum number of VCRs that may be issued
pursuant to AN Replacement Options granted under the Plan is that number of VCRs
that would satisfy the obligations under the Merger Agreement, which number of
rights is subject to adjustment at the same time and in the same manner as
shares are adjusted under Section 12.

4. ELIGIBILITY

Options may be granted under the Plan to any employee or director of the
Corporation or any Subsidiary (including any such employee who is an officer or
director of the Corporation or any Subsidiary) and as the Committee shall
determine and designate from time to time prior to expiration or termination of
the Plan. Options may also be granted in accordance with the AN Merger
Agreement. (Individuals who have been granted Options are referred to as
"Optionees.") An individual may hold more than one Option, subject to such
restrictions as are provided herein.

5. EFFECTIVE DATE AND TERM

5.1. EFFECTIVE DATE

The Plan became effective as of April 5, 1996 (the "Effective Date") and
was approved by the stockholders on May 1, 1996. The amendment was approved by
the Board on February 5, 1997.

5.2. TERM

The Plan shall terminate ten years after the Effective Date unless
previously terminated under Section 11.

6. EMPLOYEE STOCK OPTIONS

6.1. GRANT OF OPTIONS

Subject to the terms and conditions of the Plan, the Committee may, at any
time and from time to time prior to the termination of the Plan, grant to such
eligible employees as the Committee may determine, Options to purchase such
number of shares of Stock on such terms and conditions as the Committee may

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determine, including any terms or conditions that may be necessary to qualify
such Options as Incentive Stock Options under Code Section 422. The date on
which the Committee approves the grant of an Option shall be considered the date
on which such Option is granted. Neither the employee nor any person entitled to
exercise any rights hereunder shall have any of the rights of a stockholder with
respect to the shares of Stock subject to an Option except to the extent that
the certificates for such shares have been issued upon the exercise of the
Option.

6.2. LIMITATION ON INCENTIVE STOCK OPTIONS

An Option granted to an employee shall constitute an Incentive Stock Option
only to the extent that the aggregate fair market value (determined at the time
the Option is granted) of the Stock with respect to which Incentive Stock
Options are exercisable for the first time by the Optionee during any calendar
year (under the Plan and all other plans of the Corporation and its parent and
subsidiary corporations, within the meaning of the Code Section 422(d)), does
not exceed $100,000. This limitation shall be applied by taking Options into
account in the order in which such Options were granted.

6.3. OPTION AGREEMENTS

All Options granted to employees pursuant to the Plan shall be evidenced by
written agreements in such form or forms as the Committee shall from time to
time determine. Option agreements may be amended by the Committee from time to
time and need not contain uniform provisions.

6.4. OPTION PRICE

The purchase price of each share of Stock subject to an Option issued under
Section 6 shall be fixed by the Committee. In the case of an Option not intended
to constitute an Incentive Stock Option, the option price shall be not less than
the par value of the Stock covered by the Option. In the case of an Option that
is intended to be an Incentive Stock Option, the option price shall be not less
than the greater of par value of the Shares or 100% of the Fair Market Value (as
defined below) of a share of Stock covered by the Option on the date the Option
is granted; provided, however, that in the event the employee would otherwise be
ineligible to receive an Incentive Stock Option by reason of the provisions of
Code Sections 422(b)(6) and 424(d) (relating to more-than-10%-stock-owners), the
option price of an Option that is intended to be an Incentive Stock Option shall
be not less than the greater of par value or 110% of the Fair Market Value of a
share of Stock covered by the Option at the time such Option is granted.

Fair Market Value of Stock for purposes of this Plan shall mean, in the
event that the Stock is listed on an established national or regional stock
exchange, is admitted to quotation on the National Association of Security
Dealers Automated Quotation System, or is publicly traded on an established
securities market, the closing price of the Stock on such exchange or system or
in such market (the highest such closing price if there is more than one such
exchange or market on the date the Option is granted) or, if there is no such
closing price, then the mean between the highest bid and lowest asked price or
between the high and low prices on such date, or, if no sale of stock has been
made on such day, on the preceding day on which any such sale shall have been
made.

6.5. TERM

Each Option granted to an employee under the Plan shall terminate and all
rights to purchase Stock thereunder shall cease upon the expiration of ten years
from the date such Option is granted, or on such prior date as may be fixed by
the Committee and stated in the option agreement relating to such Option;
provided, however, that in the event the employee would otherwise be ineligible
to receive an Incentive Stock Option by reason of the provisions of Code
Sections 422(b)(6) and 424(d)(relating to more-than-10%-stock-owners), an Option
granted to such employee that is intended to be an Incentive Stock Option shall
in no event be exercisable after the expiration of five years from the date it
is granted.

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6.6. EXERCISE BY OPTIONEE

Only the employee receiving an Option (or, in the event of the Optionee's
legal incapacity or incompetency, the employee's guardian or legal
representative, and in the case of the employee's death, the employee's estate)
may exercise the Option.

6.7. OPTION PERIOD AND LIMITATIONS ON EXERCISE

Each Option granted under the Plan to an employee shall be exercisable in
whole or in part at any time and from time to time over a period commencing on
or after the date of grant of the Option and ending upon expiration or
termination of the Option, as the Committee shall determine and set forth in the
option agreement. Without limiting the foregoing, the Committee, subject to the
terms and conditions of the Plan, may in its sole discretion provide that the
Option granted to an employee may not be exercised in whole or in part for any
period or periods of time during which such Option is outstanding as the
Committee shall determine and set forth in the option agreement. Any such
limitation on the exercise of an Option may be rescinded, modified or waived by
the Committee, in its sole discretion, at any time and from time to time after
the date of grant of such Option.

6.8. METHOD OF EXERCISE

An Option that is exercisable by an employee hereunder may be exercised by
delivery to the Corporation on any business day, at its principal office
addressed to the attention of the Corporate Secretary, of written notice of
exercise. Such notice shall specify the number of shares for which the Option is
being exercised and shall be accompanied by payment in full of the option price
of the shares for which the Option is being exercised. Payment in full of the
Option price need not accompany the written notice of exercise provided the
notice directs that the stock certificates for the shares issued upon the
exercise be delivered to a licensed broker acceptable to the Corporation as the
agent for the individual exercising the option and at the time the stock
certificates are delivered to the broker, the broker will tender to the
Corporation cash or cash equivalents acceptable to the Corporation equal to the
exercise price.

Payment of the option price for the shares of Stock purchased pursuant to
the exercise of an Option by an employee shall be made, as determined by the
Committee and set forth in the option agreement, as follows:

(a) in cash or by certified check payable to the order of the
Corporation;

(b) through the tender to the Corporation of shares of Stock, which
must have been held by the individual exercising the option for at least
six months at the time of surrender or must have been acquired under an
option granted not less than six months prior to the time of surrender and
which shall be valued, for purposes of determining the extent to which the
option price has been paid, at their Fair Market Value on the date of
exercise; or

The Committee may, in the option agreement and after due consideration of
the effect on the Corporation's financial statements, provide that the Optionee
can direct the Corporation to withhold shares of Stock otherwise issuable
pursuant to exercise of an Option equal in value to the option price or any
portion thereof.

Notwithstanding the preceding, the Committee may, in its discretion, impose
and set forth in the option agreement such limitations or prohibitions on the
methods of exercise as the Committee deems appropriate. Promptly after the
exercise of an Option and the payment in full of the option price of the shares
of Stock covered thereby, the individual exercising the Option shall be entitled
to the issuance of a Stock certificate or certificates evidencing such
individual's ownership of such shares. A separate Stock certificate or
certificates shall be issued for any shares purchased pursuant to the exercise
of an Option that is an Incentive Stock Option, which certificate or
certificates shall not include any shares that were purchased pursuant to the
exercise of an Option that is not an Incentive Stock Option. An individual
holding or exercising an Option

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<PAGE> 56

shall have none of the rights of a stockholder until the shares of Stock covered
thereby are fully paid and issued to such individual and, except as provided in
Section 12, no adjustment shall be made for dividends or other rights for which
the record date is prior to the date of such issuance.

6.9. WITHHOLDING

The Corporation shall have the right to withhold, or require an individual
exercising an Option to remit to the Corporation, an amount sufficient to
satisfy any applicable federal, state or local withholding tax requirements
imposed with respect to the exercise of Options. To the extent permissible under
applicable tax, securities and other laws, the option agreement may permit
satisfaction of a tax withholding requirement by withholding shares of Stock
issued as a result of the exercise of an Option.

7. DIRECTOR STOCK OPTIONS

7.1. GRANT OF FORMULA OPTIONS

On the Effective Date, an Eligible Director then serving on the Board shall
be granted a Formula Option to purchase 10,000 shares of Stock. Thereafter, each
Eligible Director whose Commencement of Service is after the Effective Date
shall be granted a Formula Option to purchase 10,000 shares of Stock on the date
of such Commencement of Service. "Commencement of Service" means the date of
commencement of the Eligible Director's first term as an Eligible Director,
which shall be the earlier of (a) the date of the first meeting of the Board
attended by the Eligible Director as a member of the Board, including the
meeting at which such Eligible Director was first appointed as a member of the
Board, if attended by such Eligible Director, or (b) the date of the first
action by written consent joined by the Eligible Director. Each Eligible
Director shall be granted an additional Formula Option to purchase 1,000 shares
of Stock on each anniversary of the date on which he or she was granted the
initial Formula Option pursuant to this Section 7.1, provided the Eligible
Director continues to qualify as such on that anniversary date.

7.2. DISCRETIONARY GRANTS TO DIRECTORS

Subject to the terms and conditions of the Plan, the Board may, at any time
and from time to time, grant to such Eligible Directors as the Board may
determine, Options, in addition to the Formula Options, to purchase such number
of shares of Stock on such terms and conditions as the Board may determine. The
date on which the Board approves the grant of an Option shall be considered the
date on which such Option is granted. Neither the director nor any person
entitled to exercise any rights hereunder shall have any of the rights of a
stockholder with respect to the shares of Stock subject to an Option except to
the extent that the certificates for such shares have been issued upon the
exercise of the Option.

7.3. EXERCISE PRICE

The exercise price of each Option granted to an Eligible Director shall be
the Fair Market Value of the Stock subject to the Option on the date the Option
is granted or the date of initial shareholder approval of the Plan if later,
except as the Board otherwise specifies.

7.4. VESTING

Formula Options granted to Eligible Directors shall be fully vested and
exercisable six months after the date of grant. The Board may specify the same
or a different vesting schedule for other Options granted to Eligible Directors.

7.5. EXERCISE OF OPTION

Subject to Section 7.4 hereof, an Eligible Director may, at any time,
exercise an Option with respect to all or any part of the shares of Stock then
subject to such Option by giving the Corporation written notice of exercise,
specifying the number of shares as to which the Option is being exercised. Such
notice shall be addressed to the Corporate Secretary at the Corporation's
principal office, and shall be effective when actually

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<PAGE> 57

received (by personal delivery, fax or other delivery) by the Corporate
Secretary. Such notice shall be accompanied by an amount equal to the option
price of such shares, in the form of any one or combination of the following:
cash or cash equivalents, or shares of Stock valued at Fair market Value in
accordance with the Plan. Shares of Stock acquired by the Eligible Director
through exercise of an Option may be surrendered in payment of the Option price
of Options; provided however, that any Stock surrendered in payment must have
been (a) held by the Eligible Director for more than six months at the time of
surrender or (b) acquired under an Option granted not less than six months prior
to the time of surrender. Payment in full of the Option price need not accompany
the written notice of exercise provided the notice directs that the Stock
certificate or certificates for the shares for which the Option is exercised be
delivered to a licensed broker acceptable to the Corporation as the agent for
the individual exercising the Option and, at the time such Stock certificate or
certificates are delivered, the broker tenders to the Corporation cash (or cash
equivalents acceptable to the Corporation) equal to the Option price.

7.5. TERM OF OPTION

Options granted to Eligible Directors shall terminate and all rights to
purchase shares thereunder shall cease upon the expiration of ten years from the
date such Option is granted. Termination of the Optionee's status as an Eligible
Director shall not cause a Formula Option to terminate, but the Board may
designate termination as a director as a grounds for forfeiture of other Options
granted to Eligible Directors.

All options granted to Directors pursuant to Section 7 shall be evidenced
by uniform, written agreements setting forth the terms specified in this Section
7. The Board, but not the Committee, may amend the terms of any such agreements
relating to the amount, price or timing of the awards granted to Eligible
Directors.

8. TRANSFERABILITY OF OPTIONS

No Option shall be assignable or transferable by the Optionee to whom it is
granted, other than by will or the laws of descent and distribution.

9. USE OF PROCEEDS

The proceeds received by the Corporation from the sale of Stock pursuant to
Options shall constitute general funds of the Corporation.

10. REQUIREMENTS OF LAW

10.1. GENERAL

The Corporation shall not be required to sell or issue any shares of Stock
under any Option if the sale or issuance of such shares would constitute a
violation by the individual exercising the Option or by the Corporation of any
provision of any law or regulation of any governmental authority, including,
without limitation, any federal or state securities laws or regulations. If at
any time the Corporation shall determine, in its discretion, that the listing,
registration or qualification of any shares subject to the Option upon any
securities exchange or under any state or federal law, or the consent of any
government regulatory body, is necessary or desirable as a condition of, or in
connection with, the issuance or purchase of shares, the Option may not be
exercised in whole or in part unless such listing, registration, qualification,
consent or approval shall have been effected or obtained free of any conditions
not acceptable to the Corporation, and any delay caused thereby shall in no way
affect the date of termination of the Option. Specifically in connection with
the Securities Act of 1933, as amended (the "Securities Act"), upon exercise of
any Option, unless a registration statement under the Securities Act is in
effect with respect to the shares of Stock covered by such Option, the
Corporation shall not be required to sell or issue such shares unless the
Corporation has received evidence satisfactory to the Corporation that the
Optionee may acquire such shares pursuant to an exemption from registration
under the Securities Act. Any determination in this connection by the Committee
shall be final and conclusive. The Corporation may, but shall in no event be
obligated to, register any securities covered hereby pursuant to the Securities
Act. The Corporation shall not be obligated to take any affirmative action in
order to cause the exercise of an Option or the issuance of shares pursuant
thereto to comply with any law or

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regulation of any governmental authority. As to any jurisdiction that expressly
imposes the requirement that an Option shall not be exercisable unless and until
the shares of Stock covered by such Option are registered or are subject to an
available exemption from registration, the exercise of such Option (under
circumstances in which the laws of such jurisdiction apply) shall be deemed
conditioned upon the effectiveness of such registration or the availability of
such an exemption.

10.2. RULE 16b-3

The Plan is intended to qualify for the exemption provided by Rule 16b-3
under the Exchange Act. To the extent any provision of the Plan or action by the
Committee does not comply with the requirements of Rule 16b-3, it shall be
deemed inoperative, to the extent permitted by law and deemed advisable by the
Committee, and shall not affect the validity of the Plan. In the event Rule
16b-3 is revised or replaced, the Board may exercise discretion to modify the
Plan in any respect necessary to satisfy the requirements of the revised
exemption or its replacement.

11. AMENDMENT AND TERMINATION

The Board may, at any time and from time to time, amend, suspend or
terminate the Plan as to any shares of Stock as to which Options have not been
granted; provided, however, that no amendment by the Board with respect to ISOs
shall be made without stockholder approval when required to comply with Section
422 of the Code. The Corporation also may retain the right in an option
agreement to cause a forfeiture of the shares or gain realized by an Optionee on
account of the Optionee taking actions in "competition with the Corporation," as
defined in the applicable option agreement. Furthermore, the Corporation may, in
the option agreement, retain the right to annul the grant of an Option if the
holder of such grant was an employee of the Corporation or a Subsidiary and is
terminated "for cause," as described in the applicable option agreement. Except
as permitted under Sections 10 or 12, no amendment, suspension or termination of
the Plan or option agreement shall, without the consent of the Optionee, alter
or impair rights or obligations under any Option previously granted under the
Plan.

12. EFFECT OF CHANGES IN CAPITALIZATION

12.1. CHANGES IN STOCK

If the number of outstanding shares of Stock is increased or decreased or
changed into or exchanged for a different number or kind of shares or other
securities of the Corporation by reason of any recapitalization,
reclassification, stock split-up, combination of shares, exchange of shares,
stock dividend or other distribution payable in capital stock, or other increase
or decrease in such shares effected without receipt of consideration by the
Corporation, occurring after the Effective Date of the Plan, a proportionate and
appropriate adjustment shall be made by the Corporation in the number and kind
of shares for which Options are outstanding, so that the proportionate interest
of the Optionee immediately following such event shall, to the extent
practicable, be the same as immediately prior to such event. Any such adjustment
in outstanding Options shall not change the aggregate Option Price payable with
respect to shares subject to the unexercised portion of the Option outstanding
but shall include a corresponding proportionate adjustment in the Option Price
per share. Appropriate adjustment shall also be made to the number of shares of
stock subject to options to be granted under Section 7.1 after such adjustment.

12.2. REORGANIZATION WITH CORPORATION SURVIVING

Subject to Section 12.3, if the Corporation is the surviving corporation in
any reorganization, merger or consolidation of the Corporation with one or more
other entities, any Option previously granted pursuant to the Plan shall pertain
to and apply to the securities to which a holder of the number of shares of
Stock subject to such Option would have been entitled immediately following such
reorganization, merger or consolidation, with a corresponding proportionate
adjustment of the option price per share so that the aggregate option price
thereafter shall be the same as the aggregate option price of the shares
remaining subject to the Option immediately prior to such reorganization, merger
or consolidation.

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12.3. OTHER REORGANIZATIONS; SALE OF ASSETS OR STOCK

Upon the dissolution or liquidation of the Corporation, or upon a merger,
consolidation or reorganization of the Corporation with one or more other
corporations in which the Corporation is not the surviving corporation, or upon
a sale of substantially all of the assets of the Corporation to another
corporation, or upon any transaction (including, without limitation, a merger or
reorganization in which the Corporation is the surviving corporation) approved
by the Board that results in any person or entity (other than persons who are
holders of stock of the Corporation at the time the Plan is approved by the
Stockholders and other than an affiliate of the Corporation as defined in Rule
144(a)(1) under the Securities Act) owning 80 percent or more of the combined
voting power of all classes of stock of the Corporation, the Plan and all
Options outstanding hereunder shall terminate, except to the extent provision is
made in connection with such transaction for the continuation of the Plan and/or
the assumption of the Options theretofore granted, or for the substitution for
such Options of new options covering the stock of a successor corporation, or a
parent or subsidiary thereof, with appropriate adjustments as to the number and
kinds of shares and exercise prices, in which event the Plan and Options
theretofore granted shall continue in the manner and under the terms so
provided. In the event of any such termination of the Plan, each Optionee shall
have the right (subject to the general limitations on exercise set forth in the
option agreement relating to such Option), immediately prior to the occurrence
of such termination and during such period occurring prior to such termination
as the Committee in its sole discretion shall designate, to exercise such Option
in whole or in part, whether or not such Option was otherwise exercisable at the
time such termination occurs, but subject to any additional limitations that the
Committee may, in its sole discretion, include in any option agreement. The
Committee shall send written notice of an event that will result in such a
termination to all Optionees not later than the time at which the Corporation
gives notice thereof to its stockholders.

12.4. ADJUSTMENTS

Adjustments under this Section 12 relating to stock or securities of the
Corporation shall be made by the Committee, whose determination in that respect
shall be final and conclusive. No fractional shares of Stock or units of other
securities shall be issued pursuant to any such adjustment, and any fractions
resulting from any such adjustment shall be eliminated in each case by rounding
downward to the nearest whole share or unit.

12.5. NO LIMITATIONS ON CORPORATION

The grant of an Option or pursuant to the Plan shall not affect or limit in
any way the right or power of the Corporation to make adjustments,
reclassifications, reorganizations or changes of its capital or business
structure or to merge, consolidate, dissolve or liquidate, or to sell or
transfer all or any part of its business or assets.

13. DISCLAIMER OF RIGHTS

No provision in the Plan or any option agreement entered into pursuant to
the Plan shall be construed to confer upon any individual the right to remain in
the service of the Corporation or any Subsidiary, or to interfere in any way
with the right and authority of the Corporation or any Subsidiary either to
increase or decrease the compensation of any individual at any time, or to
terminate any employment or other relationship between any individual and the
Corporation or any Subsidiary. The obligation of the Corporation to pay any
benefits pursuant to the Plan shall be interpreted as a contractual obligation
to pay only those amounts described herein, in the manner and under the
conditions prescribed herein. The Plan shall in no way be interpreted to require
the Corporation to transfer any amounts to a third party trustee or otherwise
hold any amounts in trust or escrow for payment to any participant or
beneficiary under the terms of the Plan.

14. NONEXCLUSIVITY

Neither the adoption of the Plan nor the submission of the Plan to the
stockholders of the Corporation for approval shall be construed as creating any
limitations upon the right and authority of the Board to adopt such other
incentive compensation arrangements (which arrangements may be applicable either
generally to a class

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<PAGE> 60

or classes of individuals or specifically to a particular individual or
individuals) as the Board in its discretion determines desirable, including,
without limitation, the granting of stock options otherwise than under the Plan.

15. INDEMNIFICATION

To the extent permitted by applicable law, the Committee shall be
indemnified and held harmless by the Corporation against and from any and all
loss, cost, liability or expense that may be imposed upon or reasonably incurred
by the Committee in connection with or resulting from any claim, action, suit or
proceeding to which the Committee may be a party or in which the Committee may
be involved by reason of any action taken or failure to act under the Plan, and
against and from any and all amounts paid by the Committee (with the
Corporation's written approval) in the settlement thereof, or paid by the
Committee in satisfaction of a judgment in any such action, suit or proceeding
except a judgment in favor of the Corporation; subject, however, to the
conditions that upon the institution of any claim, action, suit or proceeding
against the Committee, the Committee shall give the Corporation an opportunity
in writing, at its own expense, to handle and defend the same before the
Committee undertakes to handle and defend it on the Committee's own behalf. The
foregoing right of indemnification shall not be exclusive of any other right to
which such persons may be entitled as a matter of law or otherwise, or any power
the Corporation may have to indemnify the Committee or hold the Committee
harmless.

The Committee and each officer and employee of the Corporation shall be
fully justified in reasonably relying or acting upon any information furnished
in connection with the administration of the Plan by the Corporation or any
employee of the Corporation. In no event shall any persons who are or were
members of the Committee, or an officer or employee of the Corporation, be
liable for any determination made or other action taken or any omission to act
in reliance upon any such information, or for any action (including furnishing
of information) taken or any failure to act, if in good faith.

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APPENDIX A

BUSINESS OF PAGE AMERICA

GENERAL

Page America provides paging, messaging and information products and
services through networks which it owns and operates as a RCC under licenses
from the FCC. As of December 31, 1996, Page America provided paging services to
approximately 205,000 pagers in geographic areas encompassing a total population
of 34 million people.

Page America's strategy is to concentrate its operations in major
metropolitan markets in which it could achieve both critical mass and a
substantial market share position. Page America targets specific user segments
and, through its broad distribution capabilities, markets and delivers its
comprehensive package of paging and value-added messaging services to each
particular segment. Page America has secured licenses for multiple channels in
each of its markets and has developed networks which can support significant
future growth in paging units as well as value-added messaging and information
services. Page America emphasizes customer ownership of pagers, as compared to
leasing of pagers, which significantly reduces Page America's capital costs. At
March 1, 1997, approximately 75 percent of Page America's units in service were
owned by customers or resellers.

The accompanying financial statements have been prepared on a going concern
basis. Page America, since its inception, has experienced a deficiency in
working capital and recurring losses. In 1995, as a result of non-compliance by
Page America with certain covenants of the Page America Credit Facility, the
terms were modified to accelerate the final maturity to December 29, 1995, and
the Subordinated Notes were modified to provide for a final maturity of six
months thereafter. On April 26, 1996, the Credit Facility was again modified to
provide for a revolving credit loan of $750,000, a waiver of all existing
defaults on certain financial and other covenants, the omission of financial
covenants effective April 30, 1996 and an extension of the maturity date to
November 30, 1996. The Credit Facility was not repaid at maturity causing the
Credit Facility to be in default. In addition, the Subordinated Notes matured at
December 31, 1996 and are in default (see Note E of Notes to Consolidated
Financial Statements). Such debt is classified as a current liability and the
Company's current liabilities exceeded its current assets by $58.4 million at
December 31, 1996. The cash to be received by Page America from the sale of its
assets to Metrocall will not be sufficient for Page America to pay in full in
cash its outstanding obligations under the Credit Facility or under the
Subordinated Notes or to pay its other outstanding liabilities. Page America is
negotiating with the creditors to satisfy its obligations. In addition, the
consent of Page America's lenders is required for the sale to Metrocall. There
is no assurance that Page America will be able to reach agreement with its
creditors, that this transaction will be completed or that the Company will have
sufficient funds to finance its operations, which continue to show losses,
through the year ending December 31, 1997.

All of these matters raise substantial doubt about Page America's ability
to continue as a going concern. The financial statements do not include any
adjustments to reflect the possible future effects on the recoverability and
classification of assets or the amounts or classifications of liabilities that
may result from the outcome of this uncertainty.

SALE OF CALIFORNIA AND FLORIDA OPERATIONS

On July 28, 1995, Page America sold to Paging Network of Florida, Inc. its
California and Florida paging assets for a cash purchase price of $19.4 million.
Approximately $500,000 of the purchase price is held in escrow. Management
expects that the escrow will be released to Page America in accordance with the
time frame set forth in the agreement. The assets sold had a net book value of
approximately $19.1 million and consisted of the assets which Page America
acquired from Crico Communications Corporation ("Crico") on

A-1
<PAGE> 62

December 30, 1993 and the 900 Mhz channel which is licensed to provide
state-wide coverage in California which Page America acquired in 1994 for a
purchase price of $500,000. The purchase price paid by Page America for the
Crico assets consisted of $12,650,000 in cash paid to Crico's lenders, the
issuance of an aggregate of 1,435,903 shares of Common Stock to Crico's lenders
and the issuance of 240,000 shares of Common Stock and warrants to purchase
130,000 shares of Common Stock at an exercise price of $5.00 per share to a
company related to certain shareholders of Crico. After expenses, the sale
resulted in a loss of approximately $718,000.

BACKGROUND OF THE PAGING INDUSTRY

Radio paging began more than four decades ago as an adjunct to telephone
answering services, delivering tone-only messages to subscribers. Beginning in
the 1970's, cost-effective technological innovations and regulatory reforms
helped to accelerate the use of paging services. Advances in microprocessor
technology facilitated dramatic reductions in the size and weight of pagers. In
1982, the FCC increased the number of available channels for paging, further
stimulating growth of the industry.

During the 1980's, the paging industry expanded significantly. Factors
contributing to the growth in the paging industry include: (i) a continuing
shift towards a service-based economy and a resultant need to keep in contact;
(ii) increasing mobility among workers; (iii) increasing awareness of the
benefits of mobile communications; (iv) a reduction in the price of pagers; (v)
product distribution at the retail level; and (vi) increasing availability of
information service-based offerings.

In addition, the benefits of mobile and wireless communications have gained
widespread acceptance as a result of the growth in cellular communications. Page
America believes that paging will continue to grow with the wireless
communications industry generally, because it believes paging is the most
cost-effective form of mobile communication. Since paging is a form of one-way
communication, it is less expensive than communicating by cellular telephones.
Pagers and air time required to transmit an average message cost less than
equipment and air time for cellular telephones. In fact, some users of cellular
telephones use a pager in conjunction with their telephones to screen incoming
calls and to minimize usage-based charges.

The availability of value-added paging products and services is creating
demand within certain market segments which previously had not been attracted by
the benefits of basic paging services alone. Demand for paging services is
anticipated to increase further as a result of technological advances which
permit messaging to be integrated into business tools (such as lap top and palm
top computers) and into consumer products (such as wristwatches).

BUSINESS STRATEGY

Page America's objective is to maximize revenues by focusing on a business
strategy which emphasized the following elements: (i) major metropolitan market
focus; (ii) broad product distribution capabilities; (iii) network
infrastructure and channel capacity; (iv) comprehensive service options; (v)
targeted market segments; (vi) value-added services; and (vii) customer
ownership of pagers.

Major Metropolitan Market Focus. Page America presently operates in
the New York and Chicago metropolitan area markets serving an aggregate
population of 34 million. Based upon its knowledge and experience in these
markets, Page America believes that in each of its markets, the four
largest competitors serve approximately 80 percent of pager users.
Significant barriers to entry exist in the New York and Chicago
metropolitan area markets, since there are no more FCC paging channels
currently available for license and substantial capital would be required
to construct and operate efficient and competitive paging systems.

Broad Product Distribution Capabilities. Page America has developed
multiple distribution channels which reach targeted market segments.
Products are distributed through a number of different outlets, including
11 sales offices, four company-owned retail stores, a direct sales force
and resellers.

Network Infrastructure and Channel Capacity. Page America believes
that controlling licenses to a large number of FCC-allocated paging
channels is important to adequately service both current and

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<PAGE> 63

future demand for paging and messaging services. The New York network
utilizes 220 transmitters over 14 available paging channels to provide
service to 131,000 pagers throughout most of Connecticut, New York State
south of Albany (including Long Island), New Jersey and Eastern
Pennsylvania. The Chicago network consists of 82 transmitters over 11
available paging channels. This network provides service to 74,000 pagers
from the Wisconsin border, throughout Illinois, Northern Indiana and into
Western Michigan. Page America has substantial capacity to expand in its
New York and Chicago metropolitan area markets utilizing its existing
network without the need for more licenses or significant additional
capital expenditures for transmission and telephony infrastructure.

Comprehensive Service Options. Since Page America has multiple
channels, it is able to offer customers the widest possible choice in
services (tone, tone/voice, numeric, alphanumeric), geographic coverage and
pricing options. Customers select from a wide variety of pagers, which come
with both silent and audible alerts. Convenience, as evidenced by the
location of the sales offices, and flexible policies regarding service plan
options are significant components of why customers select Page America.

Targeted Market Segments. Page America has designed its product and
service offerings to attract defined user groups. Page America's marketing
efforts are focused on four principal market segments: mobile workers;
medical and other on-call professionals; business professionals seeking a
competitive advantage and the home market.

Value-Added Services. Page America provides subscribers with
value-added services, such as voice mail messaging and operator-assisted
alphanumeric messaging, as well as equipment related services, including
loss and damage protection and paging maintenance programs. Such offerings
include: PageTalk(SM), a voice mail system; PageGram(SM), which involves
delivery of messages from a personal computer; Group Calling, which allows
notification of several pager users simultaneously with a common telephone
number; and Nationwide Paging which enables a subscriber to be paged in
over 200 cities across the United States.

Customer Ownership of Pagers. Page America emphasizes customer
ownership of pagers, as compared to leasing, since customer ownership
significantly reduces Page America's capital costs and reduces potential
exposure to changes in technology. Approximately 75 percent of Page
America's units in service are customer owned (including resellers).

PAGING SERVICES

Paging operations consist of a process of signaling, through the use of a
radio transmission network, a portable pocket size, battery-operated radio
receiver carried by a subscriber, commonly called a "pager" or a "beeper". Each
paging subscriber is assigned a distinct telephone number. When a telephone call
for a subscriber is received at one of Page America's computerized paging
terminals, Page America transmits a radio signal to the subscriber's pager,
which causes the pager to emit a beep, vibrate or generate another signal and,
in certain cases, provides the subscriber with additional information from the
caller.

Page America currently provides the following four types of pagers:

<TABLE>
<CAPTION>
TYPE OF PAGER FUNCTIONS
--------------------- -------------------------------------------------------------
<S> <C>
Tone Only Alerts the user with a signal, so the user will know to call
a pre-determined telephone number (such as the office).
Tone and Voice Alerts the user with a signal, followed by a brief voice
message.
Numeric (Digital) Visually displays numbers (such as a telephone number or a
Display coded message) on a screen to communicate with the user.
Alphanumeric Display Visually displays up to one-third of a page of text and/or
numbers on a screen so the user receives actual messages,
instead of just a telephone number or coded message.
</TABLE>

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<PAGE> 64

The table below sets forth the number of various types of pagers in service
with subscribers of Page America at the dates indicated:

TYPES OF PAGERS IN SERVICE WITH SUBSCRIBERS OF PAGE AMERICA

<TABLE>
<CAPTION>
DECEMBER 31,
-------------------------------------------------------
1994 1995 1996
--------------- --------------- ---------------
UNITS % UNITS % UNITS %
------- ----- ------- ----- ------- -----
<S> <C> <C> <C> <C> <C> <C>
Digital display........................ 283,000 91.0% 207,000 93.7% 192,000 93.7%
Tone only.............................. 8,000 2.7 4,000 1.8 2,000 1.0
Tone and voice......................... 1,000 0.3 * -- * --
Alphanumeric display................... 19,000 6.0 10,000 4.5 11,000 5.3
------- ---- ------- ---- ------- -----
Total........................ 311,000 100.0% 221,000 100.0% 205,000 100.0%
======= ==== ======= ==== ======= =====
</TABLE>

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

* Less than 500 units in service

Page America sells and leases a variety of paging models, including credit
card-sized pagers, pen-like pagers, wristwatch pagers and conventional pagers,
with a range of available options, such as silent vibrating alert and extended
message memory. Page America provides its subscribers with local, wide-area and
national coverage.

Page America's value-added services include PageTalk(SM), which combines
the features of an answering machine and paging, enabling a caller to leave a
voice message in the private mailbox of an end user on Page America's voice mail
system, which in turn pages the end user to call the mailbox and retrieve the
message; PageGram(SM), which permits people originating messages to the end user
to use either an operator or a personal computer to send a message to an end
user who carries an alphanumeric pager; Group Calling, which allows the
notification of several pager users simultaneously with a common telephone
number; and Nationwide Paging, which allows a pager user to be paged in over 200
cities across the United States on a common frequency.

Page America provides paging services to pagers that are either (i) owned
by Page America and leased to its subscribers, (ii) owned by its subscribers or
(iii) owned by third party resellers which buy pagers from Page America, lease
or sell such pagers to their own subscribers and resell Page America's paging
services as resellers under agreements with Page America. Subscribers who own
their own pagers pay a monthly paging service fee to Page America. Subscribers
who lease pagers pay a monthly rental fee which is combined with a monthly
paging service fee. Service fees, leasing rates and purchase prices for pagers
vary widely by region served, service type and number of pagers purchased or
leased by the subscriber.

The following table sets forth the respective numbers and percentages of
pagers that are (i) serviced directly by Page America and owned by Page America,
(ii) serviced directly by Page America and owned by subscribers and (iii)
serviced by Page America through third party resellers, which may be owned by
the third party resellers or by their subscribers.

OWNERSHIP OF PAGERS IN SERVICE WITH SUBSCRIBERS OF PAGE AMERICA

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------------------------------------------
1994 1995 1996
---------------- ---------------- ----------------
UNITS % UNITS % UNITS %
------- ----- ------- ----- ------- -----
<S> <C> <C> <C> <C> <C> <C>
Company owned........................... 96,000 30.9% 58,000 26.2% 53,000 25.9%
Subscriber owned........................ 109,000 35.0 87,000 39.4 88,000 42.9
Third party reseller.................... 106,000 34.1 76,000 34.4 64,000 31.2
------- ----- ------- ----- ------- -----
Total......................... 311,000 100.0% 221,000 100.0% 205,000 100.0%
======= ===== ======= ===== ======= =====
</TABLE>

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<PAGE> 65

TECHNICAL FACILITIES

Page America owns and operates RCC network facilities in each of its two
markets. Page America presently provides service over six primary channels in
New York and three primary channels in Chicago enabling Page America to provide
a wide range of coverage, pricing and product offerings. One channel in New
York, for example, is devoted exclusively to alphanumeric service. Page
America's operations are highly automated and centralized, with all sales
offices linked to a centralized billing, inventory and customer service computer
system, and allowing direct interfacing from its resellers.

Page America completed construction of its own RCC system in New York in
1985. On July 13, 1990, Page America acquired the New York metropolitan area
paging assets and business of NYNEX Mobile Communications Company and its
affiliates ("NYNEX"). This acquisition increased Page America's number of units
in service by approximately 74,000 pagers. The New York technical facilities
currently consist of seven paging terminals. The New York network utilizes 220
transmitters over 14 available channels to provide service to 131,000 pagers
throughout most of Connecticut, New York State south of Albany (including Long
Island), New Jersey and Eastern Pennsylvania.

The Chicago RCC facilities, which were acquired by Page America in 1984,
serve approximately 74,000 pagers in the Illinois and Northwestern Indiana
areas. The Chicago technical facilities consist of three paging terminals, and
the Chicago network consists of 82 transmitters over 11 available channels. This
network provides service from the Wisconsin border, throughout Illinois,
Northwestern Indiana and into Western Michigan.

MARKETING

Page America's customers include individuals, corporations and other
organizations whose business or personal needs involve field operations or
require substantial mobility, accessibility and the need to receive timely
information. Potential users of pagers include people in every industry. Page
America services four principal market segments: mobile workers; medical and
other on-call professionals; business professionals seeking a competitive
advantage and the home market.

In order to reach these markets, Page America has developed four channels
of distribution: a direct sales force, resellers, independent retail dealers and
retail stores. Each of Page America's distribution channels focuses on those
market segments which it addresses most cost effectively. At December 31, 1996,
Page America employed 80 persons in direct sales and marketing support
positions.

The following table sets forth the respective revenues and percentages of
revenues that are attributed to (i) Page America's direct sales force, including
retail dealers, (ii) third party resellers and (iii) retail stores.

CHANNELS OF DISTRIBUTION

<TABLE>
<CAPTION>
DECEMBER 31,
-----------------------------------------------------------------
1994 1995 1996
------------------- ------------------- -------------------
REVENUES % REVENUES % REVENUES %
----------- ----- ----------- ----- ----------- -----
<S> <C> <C> <C> <C> <C> <C>
Direct Sales Force.............. $30,626,000 82.2% $24,117,000 82.9% $17,976,000 81.8%
Resellers....................... 6,505,000 17.5 4,611,000 15.8 3,275,000 14.8
Retail Stores................... 127,000 0.3 379,000 1.3 733,000 3.4
----------- --- ----------- --- ----------- ---
Total................. $37,258,000 100.0% $29,107,000 100.0% $21,984,000 100.0%
=========== === =========== === =========== ===
</TABLE>

Page America's own direct sales force operates out of 8 sales offices. The
direct sales effort is supported through a multimedia marketing campaign with
advertising, promotion and subscriber enhancement campaigns. Page America also
advertises in print media, including periodicals and yellow pages.

Page America also has a sales force which sells products and services in
bulk to resellers. Resellers purchase service at wholesale rates from Page
America, and in turn, provide service to their own customers.

A-5
<PAGE> 66

Resellers contribute to Page America's profits without Page America having to
incur any significant selling or administrative overhead.

Page America, in order to market its products directly to the consumers and
reduce its cost of sales has opened three Company-owned stores in New York and
one in Illinois. These stores sell cellular as well as paging products and
maintain a high end, high tech appearance attracting consumers at all levels.

Page America's marketing strategies have been focused on small to
medium-sized customer accounts, with the result that Page America is not
dependent on any single customer or reseller. No single customer or reseller
accounted for more than one percent of Page America's total revenues in the
fiscal year ended December 31, 1996.

REGULATION

The construction and operation of RCCs are subject to both federal and
state regulation, principally by the FCC under the Communications Act. Page
America believes it is in compliance with all applicable federal and state
regulations.

The FCC's review and revision of rules affecting paging companies is
ongoing and the regulatory requirements to which Page America is subject may be
modified significantly. The FCC recently has proposed adopting a market area
licensing scheme for all paging channels under which carriers would be licensed
to operate on a particular channel throughout a broad geographic area, rather
than being licensed on a site-by-site basis. Under the proposal, existing paging
facilities would be entitled to protection as grandfathered systems. The ability
of paging carriers to make major modifications to their current systems has been
restricted during the pendency of that rule making proceeding, and may continue
to be restricted once wide-area licensing rules are adopted. On February 8,
1996, the FCC announced a temporary cessation in the acceptance of applications
for new paging stations, and restricted current licensees from expanding into
new territories on existing channels. Existing licensees were (and are)
permitted to add transmitters or make modifications to existing facilities that
do not expand the licensee's previously authorized interference contours. On
April 23, 1996, the FCC partially lifted its "freeze" on the filing of paging
applications to permit limited expansion by existing licensees on their
previously-authorized channels. The FCC subsequently stated, by Public Notice,
that it would process paging applications filed on or before July 31, 1996;
applications filed after that date may or may not be processed, depending upon
their status when the FCC adopts a Report and Order in its rule making
proceeding to adopt market area licensing. The FCC also has proceedings underway
that may have a significant impact on the manner in which telephone numbers are
assigned and utilized by common carriers, including paging companies. Some of
the alternatives under consideration by the FCC, if adopted, could adversely
affect Page America.

Paging operations may be conducted only on channels assigned by the FCC.
The FCC grants a license for the use of such channels only upon compliance with
FCC regulations. Upon receiving a grant, a licensee is authorized to construct
and operate an RCC facility in the assigned area using the designated channel.
In Page America's markets all available channels have been allocated.

The FCC licenses granted to Page America are for terms of 10 years, at the
end of which time renewal applications must be approved by the FCC. The majority
of Page America's current licenses expire in 1999. In the past, FCC renewal
applications routinely have been granted upon a demonstration of compliance with
FCC regulations and adequate service to the public. The FCC has granted each
renewal license Page America has filed. Although Page America is unaware of any
circumstances which would prevent the grant of any renewal applications, no
assurance can be given that any of Page America's licenses will be renewed by
the FCC. In addition, the FCC has the authority to revoke or modify licenses. No
licenses owned by Page America have ever been revoked.

The Communications Act requires licensees such as Page America to obtain
prior approval from the FCC for the transfer of control of any construction
permit or station license, or any rights thereunder. The Communications Act also
requires prior approval by the FCC of acquisitions by Page America of other
paging companies and transfers by Page America of a controlling interest in any
of its licenses or construction

A-6
<PAGE> 67

permits. The FCC has approved each acquisition and transfer of control for which
Page America has sought approval.

The Communications Act also limits foreign ownership of entities that hold
licenses from the FCC. All of Page America's FCC licenses are owned by
wholly-owned subsidiaries of Page America. As a result, no more than 25 percent
of Page America's stock may be owned or voted by aliens or their
representatives, a foreign government or its representatives, or a foreign
entity.

Historically, RCC paging operations were also subject to regulation by the
states. The Omnibus Budget Reconciliation Act of 1993 (the "Budget Act")
preempted most all state and local rate and entry regulation of all Commercial
Mobile Radio Services ("CMRS") operators effective August 10, 1994. Entry
regulations typically refer to the process whereby an RCC operator must apply to
the state to obtain a certificate to provide service in that state. Rate
regulation typically refers to the requirement that RCCs file a tariff
describing the carrier's rates, terms and conditions by which it provides paging
services. Under Section 332(c)(3)(B) of the Communications Act, however, any
state that had such regulations in place as of June 1, 1993, was permitted to
petition the FCC to extend such rate regulations. The FCC indicated that the
states who wished to continue such regulations bore the burden of proving that,
due to lack of marketplace competition and unavailability of local telephone
service, such continued regulation of RCC/CMRS operators would be necessary.

In August of 1994, eight states, Hawaii, Arizona, California, Connecticut
(cellular telephone service only) Louisiana, New York, Ohio, and Wyoming
petitioned the FCC to retain rate regulation authority over intrastate CMRS
operators. The FCC has denied all but one of these state petitions (no
confirmation as to the status of the Wyoming petition was available from the
FCC), and all appeals of those denials before the FCC have been exhausted. One
state, Connecticut, filed an appeal of the FCC's order denying its petition with
the U.S. Court of Appeals for the Second Circuit. The Second Circuit affirmed
the FCC's decision in early 1996.

Apart from rate regulations, some states may continue to regulate other
aspects of Page America's business in the form of zoning regulations, or "health
and safety" measures. The Budget Act does not preempt state authority to
regulate such matters. Although there can be no assurances given with respect to
future state regulatory approvals, based on its experience to date, Page America
knows of no reason to believe such approvals would not be granted.

More recently, Congress enacted the Telecommunications Act of 1996 (the
"Telecommunications Act"), which requires, inter alia, that state and local
zoning regulations shall not unreasonably discriminate among providers of
"functionally equivalent" wireless services, and shall not have the effect of
prohibiting the provision of personal wireless services. The Telecommunications
Act provides for expedited judicial review of state and local zoning decisions.
Additionally, state and local governments may not regulate the placement,
construction and modification of personal wireless service facilities on the
basis of the environmental effects of radio frequency emissions, if the
facilities comply with the FCC's requirements.

From time to time, legislation which could potentially affect Page America,
either beneficially or adversely, is proposed by federal and state legislators.
In 1993, federal legislation was enacted which permits auction of new radio
spectrum allocated by the FCC to new or existing services which may have the
effect of increasing competition for scarce spectrum and affecting costs of
operation in markets in which Page America operates.

The recently-enacted Telecommunications Act will also have an impact on the
paging industry; the Company expects that the impact will be mostly positive.
For example, the Telecommunications Act imposes a duty on all telecommunications
carriers to provide interconnection to other carriers, and requires local
exchange carriers (LECs) to, among other things, establish reciprocal
compensation arrangements for the transport and termination of calls, provide
other telecommunications carriers access to network elements on an unbundled
basis on reasonable and nondiscriminatory rates, terms and conditions. The
Telecommunications Act also requires the FCC to appoint (an) impartial
entit(y)(ies) to administer telecommunications numbering and to make numbers
available on an equitable basis. Additionally, as previously indicated, the
Telecommunications Act restricts state and local authority with regard to zoning
and environmental regulation

A-7
<PAGE> 68

of telecommunications operators. Other provisions of the Telecommunications Act,
however, may provide for increased competition to the Company (for example, the
provisions allowing the FCC to forbear from applying regulations and provisions
of the Communications Act to any class of carriers, not only to CMRS, and the
provisions allowing public utilities to provide telecommunications services
directly) and may impose additional regulatory costs (for example, provisions
requiring contributions to universal service by providers of both interstate and
intrastate telecommunications).

COMPETITION

Page America experiences competition, from independent companies as well as
Regional Bell Operating Companies, in its efforts to attract and retain
customers for its services in the markets in which it operates. Competition for
subscribers to Page America's paging services is based primarily on the quality,
price and breadth of services offered (including geographic coverage in each
market served). Since the transmitting and receiving equipment is virtually
identical, companies differentiate themselves by marketing, channels of
distribution, price competition, the variety of service options and breadth of
service coverage (more transmitters covering a larger territory). Page America
believes that based on the quality, price and breadth of services offered, it
generally competes effectively with its competitors.

Many RCCs in the United States are small companies serving limited market
areas; however, some of Page America's competitors, including Regional Bell
Operating Companies, are larger, have greater financial resources and are more
established than Page America.

In addition, future technological advances in the telecommunications
industry could create new services or products competitive with the paging
services currently provided by Page America. There can be no assurance that Page
America would not be adversely affected in the event of such technological
change.

EMPLOYEES

At February 28, 1997, Page America employed 140 persons, none of whom was
represented by a labor union. Page America believes that its relations with its
employees are good.

PROPERTIES

Page America leases approximately 15,200 square feet of office space at 125
State Street, Hackensack, New Jersey, under a lease expiring in 2000, at an
annual base rent of $281,000, approximately 10,715 square feet of office space
at 1919 South Highland Avenue, Lombard, Illinois, under a lease expiring in
2005, at an annual base rent of $151,000 and approximately 500 square feet of
retail space at 41 East 42nd Street, New York, New York, under a lease expiring
in 2004, at an annual base rent of $84,000. Page America has several other
leases for office and retail space which are not material individually and which
aggregate $472,000 per year expiring at various dates between 1997 and 2005.
Page America does not own any material real property. Page America also leases
sites for its transmitters on commercial broadcast towers, buildings and other
fixed sites at various rentals for various terms. Page America believes its
facilities are suitable and adequate for its purposes.

LEGAL PROCEEDINGS

Page America is involved in various lawsuits and proceedings arising in the
normal course of business. In the opinion of management of Page America, the
ultimate outcome of these lawsuits and proceedings will not have a material
effect on the results of operations, financial position or cash flows of Page
America.

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<PAGE> 69

SELECTED CONSOLIDATED HISTORICAL FINANCIAL AND STATISTICAL DATA OF PAGE AMERICA

The following selected consolidated financial data with respect to Page
America's statements of operations for each of the years in the three year
period ended December 31, 1996 and consolidated balance sheets at December 31,
1995 and 1996 are derived from the consolidated financial statements of Page
America that have been audited by Ernst & Young LLP, independent auditors, which
are included elsewhere herein and are qualified by reference to such financial
statements and notes related thereto. The consolidated statement of operations
data for years ended December 31, 1992 and 1993 and the consolidated balance
sheet data at December 31, 1992, 1993 and 1994 are also derived from audited
financial statements not included in this Proxy Statement.

The selected consolidated financial data below should be read in
conjunction with "-- Management's Discussion and Analysis of Financial Condition
and Results of Operations of Page America" and the consolidated financial
statements of Page America and the related notes thereto contained elsewhere in
this Proxy Statement.

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
----------------------------------------------------------------
1992 1993 1994(4) 1995(2) 1996
-------- -------- -------- ---------- ----------
(IN THOUSANDS, EXCEPT PER SHARE AND PAGER DATA)
<S> <C> <C> <C> <C> <C>
CONSOLIDATED STATEMENT OF
OPERATIONS DATA:(1)
Total revenues......................................... $ 32,805 $ 30,257 $ 37,258 $ 29,107 $ 21,984
Operating expenses:
Cost of service and sales............................ 3,296 4,253 5,709 4,363 3,412
Selling.............................................. 6,544 4,879 6,842 6,066 3,988
General and administrative........................... 8,940 8,688 10,653 8,923 6,270
Technical............................................ 3,455 3,343 4,685 4,262 3,190
Depreciation, amortization and
write-off of intangibles........................... 9,519 9,793 10,817 8,585 6,173
------- ------- ------- ------- -------
Operating profit (loss)................................ 1,051 (699) (1,448) (3,092) (1,049)
Interest expense....................................... 4,783 4,032 5,102 6,263 6,153
Other expenses......................................... 1,957 1,814 478 3,738 908
Extraordinary gain(5).................................. 7,156 -- -- -- --
Cumulative effect of changes in accounting
principles........................................... (3,960) -- -- -- --
------- ------- ------- ------- -------
Net loss............................................... (2,493) (6,545) (7,028) (13,093) (8,110)
Preferred stock dividend requirements.................. (2,791) (3,268) (3,023)(3) (2,863)(3) (2,864)
------- ------- ------- ------- -------
Net loss applicable to common shares................... $ (5,284) $ (9,813) $(10,051) $(15,956) $ (10,974)
======= ======= ======= ======= =======
Net loss per common share(6)........................... $ (1.40) $ (2.55) $ (1.55) $ (2.01) $ (0.88)
======= ======= ======= ======= =======
Weighted average shares outstanding.................... 3,774 3,847 6,464 7,936 12,498
OTHER DATA:
Pagers in service at end of period..................... 228,000 305,000 311,000 221,000 205,000
Capital expenditures, net of book value of pagers sold
(excluding acquisitions)............................. $ 4,296 $ 2,630 $ 5,365 $ 3,300 $ 2,597
Net cash provided by (used in) operating, investing and
financing activities................................. 92 2,746 (1,784) (377) (4,611)
</TABLE>

<TABLE>
<CAPTION>
DECEMBER 31,
---------------------------------------------------------------
1992(5) 1993(4) 1994(3) 1995(2)(3) 1996(2)
-------- -------- -------- ---------- ---------
<S> <C> <C> <C> <C> <C>
CONSOLIDATED BALANCE SHEET DATA:
Working capital (deficiency).......................... $(10,242) $ (2,053) $ (9,541) $(52,444) $ (58,409)
Total assets.......................................... 58,755 75,193 70,229 44,003 39,561
Long-term debt, less current maturities............... 48,269 57,850 56,953 69 37
Series A, A-2 and B Preferred Stock................... 17,063 -- -- -- --
Accumulated deficit................................... (59,365) (68,980) (78,989) (94,945) (105,919)
Shareholders' equity (deficit)........................ (21,402) 9,096 439 (11,222) (20,746)
</TABLE>

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

(4) On December 30, 1993, Page America acquired Crico and refinanced its senior
and subordinated debt and redeemable Preferred Stocks.

(5) In June 1992, Page America repurchased its subordinated note payable.

(6) Page America has never paid any cash dividends on its Common Stock.

A-9
<PAGE> 70

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS OF PAGE AMERICA

RESULTS OF OPERATIONS

The following table presents certain items in the Consolidated Statement of
Operations and as a percentage of total revenues for the periods indicated.

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
--------------------------------------------------------
1994 1995 1996
--------------- ---------------- ---------------
(DOLLAR AMOUNTS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Total revenues............................................... $37,258 100.0% $ 29,107 100.0% $21,984 100.0%
Operating expenses:
Cost of service and sales.................................. 5,709 15.3 4,363 15.0 3,412 15.5
Selling expenses........................................... 6,842 18.4 6,066 20.8 3,988 18.2
General and administrative expenses........................ 10,653 28.6 8,923 30.7 6,270 28.5
Technical expenses......................................... 4,685 12.6 4,262 14.6 3,180 14.5
Depreciation, amortization and write-off of intangibles.... 10,817 29.0 8,585 29.5 6,173 28.1
------- ----- ------- -------
Operating profit (loss)...................................... (1,448) (3.9) (3,092) (10.6) (1,049) (4.8)
Interest expense........................................... 5,102 13.7 6,263 21.5 6,153 28.0
Net loss..................................................... $(7,028) (18.9)% $(13,093) (45.0)% $(8,110) (36.9)%
</TABLE>

YEAR ENDED DECEMBER 31, 1996 COMPARED WITH YEAR ENDED DECEMBER 31, 1995

TOTAL REVENUES for fiscal 1996 were approximately $7.1 million (24.5
percent) lower than that of 1995. The decline was due to the sale, in 1995, of
Page America's Florida and California operations ($4.4 million) plus a reduction
in continuing operations ($2.7 million) resulting from lower average revenue per
unit (ARPU) and a reduction in units in service. ARPU declined as a result of
the emphasis on the sale of pagers (for which Page America does not receive
recurring equipment rental revenue) and rates obtained from new subscribers were
lower than the rates associated with lost subscribers due to competitive
pressure. While revenue rates associated with leased units are higher than rates
associated with customer owned units, Page America does not believe that overall
profitability of these arrangements is substantially different because of the
depreciation costs associated with leased units. Page America's units in service
at December 31, 1996 declined by 16,000 units from the 221,000 units in service
at December 31, 1995 as a result of limited capital available to purchase new
pagers.

COST OF SERVICE decreased by $512,000 (19.4 percent) in 1996. The decrease
was principally due to cost of service associated with the sold operations. COST
OF SALES decreased by approximately $439,000 (25.4 percent) in 1996. As a
percent of sales revenues, cost of sales increased from 64% of sales revenues in
1995 to 67% in 1996, primarily as a result of lower selling prices due to
competitive pressure. The average per unit sales price was $55 in 1996 versus
$58 in 1995.

SELLING EXPENSE decreased by approximately $2.1 million (34.3 percent) in
1996 as compared to 1995. $1 million of the decrease was due to selling expenses
associated with the sold operations. Page America's remaining operations
experienced a decrease of $1.1 million primarily due to a reduction in
personnel, sales ($500,000) and advertising ($600,000).

GENERAL AND ADMINISTRATIVE EXPENSES decreased by $2.7 million (29.7
percent). A decrease of $1.4 million was due to expenses associated with the
sold operations. Page America's remaining operations experienced a decrease of
$1.3 million primarily due to a reduction in personnel and a decrease in
professional fees, partially offset by an increase in bad debt expense.

TECHNICAL EXPENSES decreased by $1.1 million (25.1 percent), principally as
a result of the sale of the Florida and California operations.

DEPRECIATION EXPENSE decreased by $938,000 (17.9 percent), $778,000 of
which was due to the sale of depreciable assets in Florida and California. The
decrease experienced by Page America's existing operations resulted from the
decrease in pagers on lease to customers.

A-10
<PAGE> 71

AMORTIZATION EXPENSE decreased by approximately $1.5 million (44.0 percent)
in 1996 over 1995, principally due to the elimination of intangible assets
related to the Florida and California operations.

INTEREST EXPENSE remained relatively constant in 1996 as compared to 1995.

OTHER EXPENSES decreased approximately $2.8 million (75.7 percent) in 1996.
The decrease was primarily due to the following special charges in 1995: a
write-down of deferred financing costs related to the senior debt and
subordinated debt amounting to $1.6 million, loss realized on the sale of the
Florida and California operations of approximately $718,000 and costs associated
with the debt restructuring in the amount of $726,000. Fiscal year 1996 included
banking fees of $450,000 associated with the modification of the senior credit
facility.

NET LOSS was $8.1 million (36.9 percent of total revenues) in the year
ended December 31, 1996, as compared to $13.1 million (45.0 percent of total
revenues) in the year ended December 31, 1995.

EBITDA (earnings before interest, taxes, depreciation and amortization) in
1996 was $5.1 million as compared to $5.5 million in 1995.

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

TOTAL REVENUES for fiscal 1995 were approximately $8.2 million (21.9
percent) lower than that of 1994. The sale of the operations in Florida and
California accounted for a decrease of approximately $4.5 million while Page
America's other operations experienced a $3.7 million decrease in total revenues
as compared to 1994. Average revenue per subscriber declined as the result of
the emphasis on the sale of pagers (for which Page America does not receive
recurring equipment rental revenue) and rates obtained from new subscribers were
lower than the rates associated with lost subscribers due to competitive
pressure. While revenue rates associated with leased units are higher than rates
associated with customer owned units, Page America does not believe that overall
profitability of these arrangements is substantially different because of the
depreciation costs associated with leased units. Subscriber growth in 1994 and
1995 was limited as pager purchases were constrained by limited available
capital. Page America's units in service at December 31, 1995 showed a decrease
of 90,000 units from the 311,000 units in service at December 31, 1994. A
substantial portion of this decrease (78,000 units) is attributable to the sale
of the Florida and California operations.

COST OF SERVICE decreased $303,000 (10.3 percent) in 1995. This decrease
was principally due to cost of service associated with the sold operations. Cost
of sales decreased by approximately $1 million (37.7 percent) in 1995. As a
percent of sales revenues, cost of sales increased from 61% of sales revenues in
1994 to 64% in 1995, primarily as a result of lower selling prices due to
competitive pressure.

SELLING EXPENSE decreased by approximately $776,000 (11.3 percent) in 1995
as compared to 1994. $661,000 of the decrease was due to selling expenses
associated with the sold operations.

GENERAL AND ADMINISTRATIVE EXPENSES decreased by $1.7 million (16.2
percent). A decrease of $1 million was due to expenses associated with the sold
operations. Page America's remaining operations experienced a decrease of
$700,000 primarily due to a reduction in bad debt expense and, to a lesser
extent, reductions in personnel.

TECHNICAL EXPENSES decreased by $423,000 (9.0 percent), principally as a
result of the sale of the Florida and California operations, partially offset by
an increase in personnel costs.

DEPRECIATION EXPENSE decreased by $1.1 million (17.8 percent), $462,000 of
which was due to the sale of depreciable assets in Florida and California. The
decrease experienced by Page America's existing operations resulted from the
lower average price of pagers purchased in 1995 and the decrease in pagers on
lease to customers, partially offset by a $465,000 valuation adjustment of pager
assets in the fourth quarter of 1995.

AMORTIZATION EXPENSE decreased by approximately $1.1 million (24.7 percent)
in 1995 over 1994, principally due to the elimination of intangible assets
related to the Florida and California operations and certain customer lists
becoming fully amortized in the second quarter of 1994 and first quarter of
1995, partially offset by a write off of certain intangibles related to the
NYNEX acquisition.

A-11
<PAGE> 72

INTEREST EXPENSE increased by approximately $1.2 million (22.8 percent) in
1995 primarily due to higher interest rates, in the current period, on
borrowings outstanding under Page America's senior credit facility and
subordinated debt agreement.

OTHER EXPENSES increased approximately $3.3 million (682 percent) in 1995.
The increase was primarily due to a write-down of deferred financing costs
related to the senior debt and subordinated debt amounting to $1.6 million, loss
realized on the sale of the Florida and California operations of approximately
$718,000 and costs associated with the debt restructuring in the amount of
$726,000.

NET LOSS was $13.1 million (45.0 percent of total revenues) in the year
ended December 31, 1995, as compared to $7.0 million (18.9 percent of total
revenues) in the year ended December 31, 1994.

EBITDA in 1995 was $5.5 million as compared to $9.4 million in 1994.

LIQUIDITY AND CAPITAL RESOURCES

Page America had working capital deficiencies of $58.4 million, $52.4
million, $9.5 million and $2.1 million at December 31, 1996, 1995, 1994 and
1993, respectively. The $6.0 million increase in working capital deficiency from
1995 to 1996 was principally due to increases in accrued interest ($3.2
million), accrued dividends ($1.4 million) and short term borrowings ($900,000).
The $42.9 million increase from 1994 to 1995 was principally due to an increase
in current debt maturities related to Page America's Senior Credit Facility
($33.2 million) and Subordinated Notes ($14.7 million), offset by decreases in
accounts payable ($2.8 million), accrued expenses ($1.5 million) and accrued
interest ($700,000). The $7.4 million increase from 1993 to 1994 was principally
due to Page America's investment in RCC equipment ($2.0 million), additional
purchase price in connection with the Crico acquisition ($1.5 million), and to
increases in accrued dividends ($1.4 million), accounts payable ($1.0 million)
and accrued interest ($800,000).

Page America, since its inception, has experienced a deficiency in working
capital and recurring losses. In 1995, as a result of non-compliance by Page
America with certain covenants of its credit facility (the "Credit Facility"),
the terms were modified to accelerate the final maturity to December 29, 1995,
and the Subordinated Notes were modified to provide for a final maturity of six
months thereafter. On April 26, 1996, the Credit Facility was again modified to
provide for a revolving credit loan of $750,000, a waiver of all existing
defaults on certain financial and other covenants, the omission of financial
covenants effective April 30, 1996 and an extension of the maturity date to
November 30, 1996. The Credit Facility was not repaid at maturity causing the
Credit Facility to be in default. In addition, the Subordinated Notes matured at
December 31, 1996 and are in default (see Note E of Notes to Consolidated
Financial Statements). Such debt is classified as a current liability and Page
America's current liabilities exceeded its current assets by $58.4 million at
December 31, 1996. On April 23, 1996, Page America entered into a definitive
agreement to sell substantially all of its assets to Metrocall, Inc. On January
30, 1997, this agreement was amended. The amended agreement provides for a
purchase price of (A) $25 million in cash, (B) 1,500 shares of series B
Preferred Stock of Metrocall having a stated value of $15 million, (C) 762,960
shares of Metrocall Common Stock, and (D) shares of Metrocall Common Stock or
other equity securities having a share value equal to $15 million, subject to
adjustment based on changes in the Company's Working Capital Deficit and
decreases in service revenue below specified thresholds. Metrocall has the
option to substitute cash at closing for all or a portion of the stock
consideration. Excluded from the sale are cash, assets related to the employee
benefits plans and to the Florida and California operations which had been
previously sold, liabilities under the senior credit facility, subordinated debt
agreement and NEC America leasing contract and obligations with respect to
federal, state and local taxes. This sale is subject to the approval of Page
America's shareholders. After expenses, it is anticipated that the sale will
result in a gain of approximately $19 million. There is no assurance that the
transaction will be consummated.

At December 31, 1996 Page America had net operating losses of approximately
$79.9 million for federal income tax purposes which will expire at varying dates
between 1998 and 2011. Certain stockholder transactions have resulted in an
ownership change, as defined, which, under the Internal Revenue Code, limits the
utilization of the net operating loss carryforwards.

A-12
<PAGE> 73

Page America maintains a policy for delinquent customers of billing and
attempting to collect the balance of the unexpired term of their contracts and
the value of unreturned leased pagers. In 1996, the Company wrote off
approximately $900,000 of accounts receivable against the allowance of doubtful
accounts.

INFLATION AND CHANGING PRICES

Inflation has not materially affected the sale of paging services by Page
America. Paging systems equipment, leasing costs and transmission costs have not
risen significantly, nor has Page America substantially increased its charges to
customers. Pager costs have actually declined in recent years. This reduction in
cost has generally been reflected in lower prices charged to subscribers.
Overhead expenses are, however, subject to inflationary pressure.

A-13
<PAGE> 74

PRO FORMA CONDENSED COMBINED FINANCIAL DATA
(UNAUDITED)

The following unaudited pro forma condensed combined balance sheet under
the heading "Pro Forma Metrocall and Page America" gives effect to the
acquisition of substantially all of the assets of Page America Group, Inc. (the
"Page America Acquisition") for (A) cash of approximately $25.0 million, subject
to reduction for amounts payable for pagers provided to Page America by
Metrocall, (B) approximately 4,292,000 shares of Metrocall Common Stock at $4.25
per share, (C) 1,500 shares of Series B Junior Convertible Preferred Stock
having a Stated Value of $15 million bearing dividends at 14% per year, and
expected direct acquisition costs of approximately $1.1 million as if the
acquisition had occurred on December 31, 1996. The Page America Acquisition is
subject to adjustment based upon its financial performance prior to closing. In
the accompanying pro forma statements, these adjustments are estimated based
upon financial performance for the period ended December 31, 1996. Accordingly,
the actual cash and stock consideration to be issued by Metrocall could differ.

The unaudited pro forma condensed combined statement of operations for the
year ended December 31, 1996 gives effect to (a) the Parkway and Satellite
Acquisitions and the A+ Network merger under the heading "Pro Forma Metrocall"
together with the issuance of $39.9 million of Series A Redeemable Convertible
Preferred Stock and the refinancing of A+ Network's long-term debt and (b) the
pending acquisition of Page America under the heading "Pro Forma Combined
Company and Page America" as if each had occurred on January 1, 1996.

Each of the recent and pending acquisitions has been or will be accounted
for by the purchase method of accounting. The purchase prices have been or will
be allocated on a preliminary basis to the assets to be acquired based upon the
estimated value of such assets. The final allocation of intangible assets will
be based upon appraised values.

This information should be read in conjunction with the notes included
herein and the Page America Financial Statements included herewith. The
unaudited pro forma condensed combined financial data do not purport to
represent what Surviving Corporation's results of operations or financial
position actually would have been had such transactions and events occurred on
the dates specified, or to project the Surviving Corporation's results of
operations or financial position for any future period or date. The pro forma
adjustments are based upon available information and certain adjustments that
management of Metrocall believes are reasonable. In the opinion of management of
Metrocall, all adjustments have been made that are necessary to present the
unaudited pro forma condensed combined data.

A-14
<PAGE> 75

METROCALL, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF DECEMBER 31, 1996
(in Thousands)

<TABLE>
<CAPTION>
PRO FORMA ADJUSTMENTS
------------------------------ COMBINED
HISTORICAL ASSETS AND COMPANY
--------------------- LIABILITIES NOT OTHER PRO AND
PAGE ACQUIRED OR FORMA PAGE
METROCALL AMERICA ASSUMED(a) ADJUSTMENTS AMERICA
--------- -------- --------------- ----------- ---------
<S> <C> <C> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents............. $ 10,917 $ 290 $ (290) $ -- $ 10,917
Accounts receivable, net.............. 25,796 899 -- -- 26,695
Prepaid expenses and other current
assets.............................. 5,681 672 (564) -- 5,789
-------- -------- -------- -------- --------
Total current assets................ 42,394 1,861 (854) -- 43,401
Furniture and equipment, net............ 153,412 5,382 -- -- 158,794
Intangibles, net........................ 452,639 31,815 -- 24,158(B) 508,612
Other assets............................ 3,023 503 (190) -- 3,336
-------- -------- -------- -------- --------
Total assets................... $ 651,468 $ 39,561 $ (1,044) $ 24,158 $ 714,143
======== ======== ======== ======== ========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current maturities of long-term
obligations......................... $ 700 $ 51,814 $ (51,814) $ -- $ 700
Accounts payable and accrued
expenses............................ 34,440 3,807 (2,267) 1,107(C) 37,087
Deferred revenues and subscriber
deposits............................ 12,827 1,785 -- -- 14,612
Other current liabilities............. 1,694 2,864 (2,864) -- 1,694
-------- -------- -------- -------- --------
Total current liabilities........... 49,661 60,270 (56,945) 1,107 54,093
Capital lease obligations............... 3,244 -- -- -- 3,244
Long-term obligations................... 323,848 37 (37) 25,000(D) 348,848
Deferred income taxes................... 76,687 -- -- -- 76,687
Minority interest....................... 499 -- -- -- 499
-------- -------- -------- -------- --------
Total liabilities................... 453,939 60,307 (56,982) 26,107 483,371
Redeemable preferred stock.............. 31,231 -- -- 15,000(E) 46,231
Total stockholders' equity.............. 166,298 (20,746) 55,938 (16,949)(F) 184,541
-------- -------- -------- -------- --------
Total liabilities, redeemable preferred
stock and stockholders' equity........ $ 651,468 $ 39,561 $ (1,044) $ 24,158 $ 714,143
======== ======== ======== ======== ========
</TABLE>

See accompanying notes to this unaudited statement.

A-15
<PAGE> 76

METROCALL, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 1996

(In Thousands Except Per Share Data)

<TABLE>
<CAPTION>
HISTORICAL PRO
------------------------------------- A+ FORMA
METROCALL PARKWAY(G) SATELLITE(G) NETWORK(G) ADJUSTMENTS
--------- ---------- ------------ ---------- -----------
<S> <C> <C> <C> <C> <C>
Service, rent & maintenance revenues.... $124,029 $5,302 $6,564 $ 78,994 $ --
Product sales........................... 25,928 860 801 5,408 --
-------- ------ ------ -------- ---------
Total revenues.................. 149,957 6,162 7,365 84,402 --
Net book value of products sold......... (21,633) (934) (805) (7,435) 220(H)
-------- ------ ------ -------- ---------
128,324 5,228 6,560 76,967 220
Service, rent & maintenance expense..... 38,347 1,417 2,418 17,016 --
Selling, marketing, general and
administrative........................ 57,226 2,305 2,449 43,329 (1,087)(I)
Depreciation & amortization............. 58,196 586 447 24,882 16,181(J)
Other................................... -- -- 12 396 --
-------- ------ ------ -------- ---------
Total operating expenses........ 153,769 4,308 5,326 85,623 15,094
-------- ------ ------ -------- ---------
(Loss) income from operations........... (25,445) 920 1,234 (8,656) (14,874)
Interest and other income
(expense) net......................... (21,031) (274) (713) (11,844) 3,289(K)
-------- ------ ------ -------- ---------
Net (loss) income before taxes...... (46,476) 646 521 (20,500) (11,585)
Benefit (provision) for taxes........... 1,021 (229) -- -- 4,822(L)
-------- ------ ------ -------- ---------
Net (loss) income................... $(45,455) $ 417 $ 521 $(20,500) $ (6,763)
======== ====== ====== ======== =========
Net loss per share...................... $ (2.80)
========
Shares used in computing net loss per
share................................. 16,253
========

<CAPTION>
PRO FORMA ADJUSTMENTS
--------------------------- COMBINED
OTHER COMPANY
HISTORICAL PRO AND
PRO FORMA PAGE OPERATIONS FORMA PAGE
METROCALL AMERICA NOT ACQUIRED(A) ADJUSTMENTS AMERICA
--------- ---------- --------------- -------- ---------
<S> <C> <C> <C> <C> <C>
Service, rent & maintenance revenues.... $214,889 $ 20,074 $ -- $ -- $234,963
Product sales........................... 32,997 1,910 -- -- 34,907
-------- -------- ------- ------- --------
Total revenues.................. 247,886 21,984 -- -- 269,870
Net book value of products sold......... (30,587) (1,284) -- -- (31,871)
-------- -------- ------- ------- --------
217,299 20,700 -- -- 237,999
Service, rent & maintenance expense..... 59,198 5,318 -- -- 64,516
Selling, marketing, general and
administrative........................ 104,222 10,258 -- -- 114,480
Depreciation & amortization............. 100,292 6,173 -- 3,318 (J) 109,783
Other................................... 408 -- 408
-------- -------- ------- ------- --------
Total operating expenses........ 264,120 21,749 -- 3,318 289,187
-------- -------- ------- ------- --------
(Loss) income from operations........... (46,821) (1,049) -- (3,318) (51,188)
Interest and other income
(expense) net......................... (30,573) (7,061) 6,153 (2,000) (K) (33,481)
-------- -------- ------- ------- --------
Net (loss) income before taxes...... (77,394) (8,110) 6,153 (5,318) (84,669)
Benefit (provision) for taxes........... 5,614 -- -- -- 5,614
-------- -------- ------- ------- --------
Net (loss) income................... $(71,780) $ (8,110) $ 6,153 $(5,318) $(79,055)
======== ======== ======= ======= ========
Net loss per share...................... $ (2.86) $ (2.69)
======== ========
Shares used in computing net loss per
share................................. 25,113 29,405
======== ========
</TABLE>

See accompanying notes to this unaudited statement.

A-16
<PAGE> 77

NOTES TO UNAUDITED PRO FORMA CONDENSED
COMBINED FINANCIAL STATEMENTS

The pro forma condensed combined financial statements assume a per share
price of $4.25 for the Company Common Stock to be issued in connection with the
Page America Acquisition ("Acquisition"). The purchase price ultimately will be
based upon the trading price of Company Common Stock on the closing date of the
Acquisition. The purchase price and allocations are subject to change, which may
be material, based upon a variety of factors including actual share prices at
closing, financial performance prior to closing, and asset appraisals.

(A) Reflects those assets not acquired and liabilities not assumed of Page
America in the asset purchase transaction including cash, certain prepaid
expenses and other assets, substantially all debt and related obligations
(including accrued but unpaid dividends).

Reflects those revenues, expenses and results of operations not assumed of
Page America including interest related to unacquired debt.

(B) Reflects fair values assigned to intangible assets acquired which
consists of the following (in thousands):

<TABLE>
<CAPTION>
PAGE AMERICA
------------
<S> <C>
FCC License............................................................. $ 37,502
Subscriber Lists........................................................ 18,471
Less: Historical Intangibles............................................ (31,815)
------------
$ 24,158
==========
</TABLE>

(D) Reflects the cash payment of $25 million related to Page America
acquisition which is assumed to be financed as long-term debt.

(E) Reflects the issuance of 1,500 shares of Series B Junior Convertible
Preferred Stock of Metrocall having a Stated Value of $15 million bearing
dividends at 14% per year.

(F) Reflects the issuance of 762,960 shares of Metrocall Common Stock and
additional shares of Metrocall Common Stock, subject to adjustment based on
changes in Page America's financial position. As of December 31, 1996, the total
Metrocall Common Stock estimated to be issued is approximately 4,292,372 shares.

(G) Historical statements for Parkway, Satellite and A+ Network in 1996 are
through July 16, 1996, August 30, 1996, and November 15, 1996, respectively,
which are the dates the respective acquisitions were completed. Subsequent to
completion of the acquisitions, all financial reporting data is included in the
historical Metrocall data.

(H) Reflects the estimated difference in the net book value of products
sold based upon Metrocall's estimated useful lives of subscriber equipment.

(I) Reflects the elimination of certain executive salaries and bonuses for
Parkway, Satellite and A+ Network executives terminated upon completion of the
respective acquisitions in July, August and November of 1996.

(J) Reflects incremental depreciation and amortization based upon the
preliminary allocation of depreciable and amortizable assets and assumed useful
lives of 5 years for subscriber lists, 25 years for FCC licenses and 15 years
for goodwill.

(K) Represents the estimated incremental interest at a rate of 8.00% that
would have been incurred assuming all acquisitions were completed on January 1,
1996.

(L) Represents the tax benefit resulting from the amortization of acquired
intangibles for A+ Network and Parkway assuming an effective tax rate of 40%.

A-17
<PAGE> 78

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Report of Independent Auditors....................................................... F-2
Consolidated Balance Sheets at December 31, 1996 and December 31, 1995............... F-3
Consolidated Statements of Operations for the years ended December 31, 1996, December
31, 1995, and December 31, 1994.................................................... F-4
Consolidated Statements of Cash Flows for the years ended December 31, 1996, December
31, 1995, and December 31, 1994.................................................... F-5
Consolidated Statement of Shareholders' Equity (Deficit) for the years ended December
31, 1996, December 31, 1995, and December 31, 1994................................. F-6
Notes to Consolidated Financial Statements........................................... F-7
</TABLE>

F-1
<PAGE> 79

REPORT OF INDEPENDENT AUDITORS

Shareholders and Board of Directors

Page America Group, Inc.

We have audited the accompanying consolidated balance sheets of Page
America Group, Inc. and subsidiaries as of December 31, 1996 and December 31,
1995, and the related consolidated statements of operations, shareholders'
equity (deficit) and cash flows for each of the three years in the period ended
December 31, 1996. Our audit also included the financial statement schedule
listed in the Index at Item 14(a). These financial statements and schedule are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
Page America Group, Inc. and subsidiaries at December 31, 1996 and December 31,
1995, and the consolidated results of their operations and their cash flows for
each of the three years in the period ended December 31, 1996 in conformity with
generally accepted accounting principles. Also, in our opinion, the related
financial statement schedule, when considered in relation to the basic financial
statements taken as a whole, presents fairly in all material respects the
information set forth therein.

The accompanying consolidated financial statements have been prepared
assuming that Page America Group, Inc. will continue as a going concern. Losses
from operations in recent years have significantly weakened the Company's
financial position and its ability to purchase paging equipment and meet current
operating expenses. Further, as discussed in Note A, the Company is in default
of its debt agreements under which it has outstanding borrowings of $51 million,
including $34 million of borrowings under a credit facility with certain banks
which is secured by substantially all of the assets of the Company. Such debt is
classified as a current liability and the Company's current liabilities exceeded
its current assets by $58 million at December 31, 1996. Management's plans in
regard to these matters which are also described further in Note A, include the
sale of substantially all of the Company's net operating assets in 1997 and the
liquidation of the Company thereafter. These planned transactions require the
approval of the Company's shareholders, lenders and certain other creditors.

The matters referred to in the preceding paragraph raise substantial doubt
about the Company's ability to continue as a going concern. The consolidated
financial statements do not include any adjustments to reflect the possible
future effects on the recoverability and classification of assets or the amounts
or classifications of liabilities that may result from the outcome of this
uncertainty.

ERNST & YOUNG LLP

Hackensack, New Jersey

March 12, 1997

F-2
<PAGE> 80

PAGE AMERICA GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

($ IN THOUSANDS)

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------
1996 1995
--------- --------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents............................................. $ 290 $ 751
Accounts receivable, net of allowance for doubtful accounts of $278
and $277........................................................... 899 1,017
Prepaid expenses and other current assets............................. 672 944
-------- --------
Total current assets.......................................... 1,861 2,712
EQUIPMENT, less accumulated depreciation and amortization............... 5,382 6,662
OTHER ASSETS
Certificates of authority, net of accumulated amortization of $3,821
and $3,216......................................................... 20,363 20,968
Customer lists, net of accumulated amortization of $8,537 and
$7,992............................................................. 3,232 3,776
Other intangibles, net of accumulated amortization of $3,472 and
$3,184............................................................. 8,220 8,945
Deferred financing costs, net......................................... -- 32
Deposits and other non-current assets................................. 503 908
-------- --------
32,318 34,629
-------- --------
$ 39,561 $ 44,003
======== ========

LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
Current maturities of long-term debt.................................. $ 51,814 $ 48,666
Accounts payable...................................................... 1,620 1,982
Accrued expenses and other liabilities................................ 2,187 1,535
Preferred dividends payable........................................... 2,864 1,432
Customer deposits..................................................... 249 299
Deferred revenue...................................................... 1,536 1,242
-------- --------
Total current liabilities..................................... 60,270 55,156
LONG-TERM DEBT, less current maturities................................. 37 69
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY (DEFICIT)
Series One Convertible Preferred Stock, 10% cumulative, $.01 par
value, authorized 310,000 shares; issued and outstanding -- 286,361
shares; liquidation value -- $105 per share........................ 30,068 30,068
Common stock -- $.10 par value, authorized -- 100,000,000 shares;
issued and outstanding 16,037,095 and 8,052,305 shares............. 1,604 805
Paid-in capital......................................................... 53,501 52,850
Accumulated deficit..................................................... (105,919) (94,945)
-------- --------
(20,746) (11,222)
-------- --------
$ 39,561 $ 44,003
======== ========
</TABLE>

The accompanying notes are an integral part of these statements.

F-3
<PAGE> 81

PAGE AMERICA GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

($ IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
---------------------------------------
1996 1995 1994
----------- ---------- ----------
<S> <C> <C> <C>
Service revenues........................................ $ 20,074 $ 26,415 $ 32,693
Sales revenues.......................................... 1,910 2,692 4,565
----------- ---------- ----------
Total revenues................................ 21,984 29,107 37,258
Operating expenses:
Cost of service....................................... 2,128 2,640 2,943
Cost of sales......................................... 1,284 1,723 2,766
Selling............................................... 3,988 6,066 6,842
General and administrative............................ 6,270 8,923 10,653
Technical............................................. 3,190 4,262 4,685
Depreciation.......................................... 4,297 5,235 6,370
Amortization and write-off of intangibles............. 1,876 3,350 4,447
----------- ---------- ----------
23,033 32,199 38,706
----------- ---------- ----------
Operating loss........................................ (1,049) (3,092) (1,448)
Interest expense........................................ (6,153) (6,263) (5,102)
Other income (expenses)
(Loss) gain on disposal of assets..................... (91) (657) 371
Amortization and write-off of deferred costs.......... (80) (2,688) (437)
Other................................................. (737) (393) (412)
----------- ---------- ----------
(908) (3,738) (478)
----------- ---------- ----------
Net loss................................................ (8,110) (13,093) (7,028)
Preferred stock dividend requirements................... (2,864) (2,863) (3,023)
----------- ---------- ----------
Net loss applicable to common stock..................... $ (10,974) $ (15,956) $ (10,051)
========== ========= =========
Loss per common share................................... $ (0.88) $ (2.01) $ (1.55)
========== ========= =========
Weighted average number of shares outstanding........... 12,497,800 7,936,410 6,463,889
========== ========= =========
</TABLE>

The accompanying notes are an integral part of these statements.

F-4
<PAGE> 82

PAGE AMERICA GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

($ IN THOUSANDS)

DECREASE IN CASH AND CASH EQUIVALENTS

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
------------------------------
1996 1995 1994
------- -------- -------
<S> <C> <C> <C>
Net loss........................................................ $(8,110) $(13,093) $(7,028)
Adjustments to reconcile net loss to net cash used in operating
activities:
Depreciation and amortization................................. 6,253 9,690 11,254
Write-off of deferred financing costs......................... -- 1,584 --
Net book value of pagers sold................................. 1,164 1,596 2,731
Provision for losses on accounts receivable................... 908 710 1,703
Provision for lost pagers..................................... 238 249 342
Non-cash interest expense..................................... 1,950 1,950 --
Loss (gain) on disposal of assets............................. 91 657 (371)
Other......................................................... 492 578 204
Change in assets and liabilities:
(Increase) decrease in accounts receivable................. (790) 374 (698)
Decrease (increase) in prepaid expenses and other assets... 170 279 (245)
(Decrease) increase in accounts payable.................... (293) (1,759) 83
Increase (decrease) in accrued expenses.................... 671 (219) 229
Increase (decrease) in customer deposits and deferred
revenue.................................................. 244 (532) 398
------- -------- -------
Net cash provided by operating activities....................... 2,988 2,064 8,602
Cash flows from investing activities:
Capital expenditures.......................................... (3,523) (5,938) (8,016)
Licensing costs............................................... -- (206) (1,016)
Acquisitions and related liabilities.......................... -- -- (265)
Net proceeds from disposal of assets.......................... 616 17,473 416
------- -------- -------
Net cash (used in) provided by investing activities........ (2,907) 11,329 (8,881)
Cash flows from financing activities:
Proceeds from issuance of debt................................ 1,337 116 --
Principal payments on debt.................................... (1,562) (13,077) (919)
Costs related to financing of debt............................ (129) (741) (177)
Costs related to planned Metrocall transaction................ (188) -- --
Cost related to issuance of preferred and common stock........ -- (68) (409)
------- -------- -------
Net cash used in financing activities...................... (542) (13,770) (1,505)
------- -------- -------
Net decrease in cash and cash equivalents....................... (461) (377) (1,784)
Cash and cash equivalents at beginning of period................ 751 1,128 2,912
------- -------- -------
Cash and cash equivalents at end of period...................... $ 290 $ 751 $ 1,128
======= ======== =======
Supplemental schedule of noncash investing and financing
activities:
Dividends accrued on preferred stock.......................... $ 2,864 $ 1,432 $ 1,444
Dividends added to the liquidation value of preferred
shares..................................................... -- 1,432 --
Common stock issued in connection with acquisition............ -- 1,471 --
Common stock issued to employee stock purchase plan........... 22 16 130
Common stock adjustment relating to Crico asset acquisition... -- -- 1,471
Common stock issued as payment on preferred stock............. 1,432 1,445 1,527
Capital expenditures in accounts payable and accrued
expenses................................................... 31 94 1,367
Capital expenditures financed................................. 989 1,287 --
</TABLE>

The accompanying notes are an integral part of these statements.

F-5
<PAGE> 83

PAGE AMERICA GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (DEFICIT)

($ IN THOUSANDS)

<TABLE>
<CAPTION>
SERIES ONE SERIES C COMMON
PREFERRED STOCK PREFERRED STOCK STOCK
------------------ ------------------- ----------
SHARES AMOUNT SHARES AMOUNT SHARES
------- ------- -------- ------- ----------
<S> <C> <C> <C> <C> <C>
BALANCE AT JANUARY 1, 1994.............................................. 305,768 $30,577 131,479 $1,831 5,999,322
Issuance of Common Stock:
To employee stock purchase plan and trust............................. 33,548
For dividends on Preferred Stock -- Series One........................ 406,220
Purchase price adjustment related to an acquisition................... (38,000)
Conversion of Preferred Stock........................................... (16,887) (1,689) (18,970) (264) 394,197
Preferred Stock -- Series C Exchange.................................... (112,509) (1,567) 306,581
Expenses related to issuance of Common Stock and Preferred
Stock -- Series One...................................................
Dividends declared on Preferred Stock...................................
Net loss................................................................
------- ------- -------- ------- ----------
BALANCE AT DECEMBER 31, 1994............................................ 288,881 28,888 7,101,868
Issuance of Common Stock:
To employee stock purchase plan and trust............................. 20,912
For dividends on Preferred Stock -- Series One........................ 437,629
Purchase price adjustment related to an acquisition................... 435,903
Conversion of Preferred Stock........................................... (2,520) (252) 55,993
Dividends added to the liquidation value of Preferred Stock............. 1,432
Expenses related to issuance of Common Stock............................
Dividends declared on Preferred Stock...................................
Net loss................................................................
------- ------- -------- ------- ----------
BALANCE AT DECEMBER 31, 1995............................................ 286,361 30,068 0 0 8,052,305
Issuance of Common Stock:
To employee stock purchase plan and trust............................. 85,200
For dividends on Preferred Stock -- Series One........................ 7,899,590
Expenses related to issuance of Common Stock............................
Dividends declared on Preferred Stock...................................
Net Loss................................................................
------- ------- -------- ------- ----------
BALANCE AT DECEMBER 31, 1996............................................ 286,361 $30,068 0 $ 0 16,037,095
======= ======= ======== ======= =========

COMMON
STOCK PAID-IN
------ CAPITAL ACCUMULATED
AMOUNT AMOUNT DEFICIT TOTAL
------ ------- ----------- --------
<S> <C> <C> <C> <C>
BALANCE AT JANUARY 1, 1994.............................................. $ 600 $45,069 $ (68,980) $ 9,097
Issuance of Common Stock:
To employee stock purchase plan and trust............................. 3 127 130
For dividends on Preferred Stock -- Series One........................ 40 1,487 1,527
Purchase price adjustment related to an acquisition................... (4) (163) (167)
Conversion of Preferred Stock........................................... 40 1,913 0
Preferred Stock -- Series C Exchange.................................... 31 1,536 0
Expenses related to issuance of Common Stock and Preferred
Stock -- Series One................................................... (139) (139)
Dividends declared on Preferred Stock................................... (2,981) (2,981)
Net loss................................................................ (7,028) (7,028)
------ ------- ----------- --------
BALANCE AT DECEMBER 31, 1994............................................ 710 49,830 (78,989) 439
Issuance of Common Stock:
To employee stock purchase plan and trust............................. 2 14 16
For dividends on Preferred Stock -- Series One........................ 44 1,401 1,445
Purchase price adjustment related to an acquisition................... 43 1,427 1,470
Conversion of Preferred Stock........................................... 6 246 0
Dividends added to the liquidation value of Preferred Stock............. 1,432
Expenses related to issuance of Common Stock............................ (68) (68)
Dividends declared on Preferred Stock................................... (2,863) (2,863)
Net loss................................................................ (13,093) (13,093)
------ ------- ----------- --------
BALANCE AT DECEMBER 31, 1995............................................ 805 52,850 (94,945) (11,222)
Issuance of Common Stock:
To employee stock purchase plan and trust............................. 9 13 22
For dividends on Preferred Stock -- Series One........................ 790 642 1,432
Expenses related to issuance of Common Stock............................ (4) (4)
Dividends declared on Preferred Stock................................... (2,864) (2,864)
Net Loss................................................................ (8,110) (8,110)
------ ------- ----------- --------
BALANCE AT DECEMBER 31, 1996............................................ $1,604 $53,501 $(105,919) $(20,746)
======= ======= =========== ========
</TABLE>

The accompanying notes are an integral part of this statement.

F-6
<PAGE> 84

PAGE AMERICA GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE A -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

DESCRIPTION OF BUSINESS -- The Company is a radio paging company which
markets and provides over-the-air messaging information, products and services
in the New York and Chicago metropolitan area markets through facilities which
it owns and operates as a radio common carrier ("RCC") under licenses from the
Federal Communications Commission. The Company's diversified customer base
provides for a lack of concentration of credit risk.

BASIS OF PRESENTATION -- Certain amounts in the prior year financial
statements have been reclassified to conform with the current year presentation.

PRINCIPLES OF CONSOLIDATION -- The consolidated financial statements
include the accounts of the Company and its subsidiaries. Significant
intercompany accounts and transactions have been eliminated in consolidation.

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 and accompanying notes. Actual results could differ from those
estimates.

CASH AND CASH EQUIVALENTS -- The Company considers all highly liquid debt
instruments purchased with a maturity of three months or less, at date of
acquisition, to be cash equivalents.

EQUIPMENT -- Equipment is stated at cost less accumulated depreciation and
amortization and includes pagers held for sale or lease. Depreciation is
computed by the declining balance method for pager equipment and the
straight-line method for all other equipment in amounts sufficient to allocate
the cost of depreciable assets to operations over their estimated useful lives.
Leasehold improvements are amortized over the shorter of the life of the
respective lease or service life of the improvement. Cost of sales and service
does not include depreciation expense, which is presented separately in the
accompanying statements of operations.

CERTIFICATES OF AUTHORITY -- The costs of certificates of authority related
to the conduct of RCC operations are amortized on a straightline basis
principally over periods of 40 years.

CUSTOMER LISTS -- Customer lists generally consist of a portion of the cost
of business acquisitions assigned to the value of customer accounts and are
amortized on a straight-line basis over the estimated lives of those customers
which range up to fourteen years.

OTHER INTANGIBLES -- Other intangibles include the excess of the purchase
price over the fair market value of the net assets acquired and are amortized on
a straight-line basis principally over 40 year periods. The Company routinely
evaluates the carrying value of all of its intangibles for impairment.

INTEREST RATE PROTECTION -- On December 30, 1993, the Company entered into
a new senior credit facility with certain banks. On February 15, 1994, the
Company entered into an interest rate cap agreement which protected the Company
against increases in interest rates on $25 million of this debt. The cost of
this agreement was fully amortized as of December 31, 1996.

LOSS PER SHARE -- Loss per share is computed based upon the weighted
average number of common shares outstanding during the periods presented and is
computed after giving effect to preferred stock dividend requirements. Stock
options, warrants and the assumed conversion of the convertible preferred stock
have not been included in the calculation, since their inclusion would be
anti-dilutive for each of the periods presented.

EMPLOYEE STOCK BASED COMPENSATION -- The Company follows Accounting
Principles Board Statement No. 25 with regard to the accounting for stock issued
as compensation for employees.

NET LOSSES AND MANAGEMENT'S PLANS -- The accompanying financial statements
have been prepared on a going concern basis. The Company, since its inception,
has experienced a deficiency in working capital and recurring losses. In 1995,
as a result of non-compliance by the Company with certain covenants of its
credit

F-7
<PAGE> 85

PAGE AMERICA GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

facility (the "Credit Facility"), the terms were modified to accelerate the
final maturity to December 29, 1995, and the Subordinated Notes were modified to
provide for a final maturity of six months thereafter. On April 26, 1996, the
Credit Facility was again modified to provide for a revolving credit loan of
$750,000, a waiver of all existing defaults on certain financial and other
covenants, the omission of financial covenants effective April 30, 1996 and an
extension of the maturity date to the earlier of November 30, 1996 or the
completion of the sale of the Company's assets to Metrocall, Inc. The Credit
Facility has not been repaid and the lenders have declared the Company in
default. In addition, the Subordinated Notes matured at December 31, 1996 and
are in default (see Note E). Such debt is classified as a current liability and
the Company's current liabilities exceeded its current assets by $58.4 million
at December 31, 1996. The Company has entered into a definitive agreement to
sell substantially all of its assets to Metrocall, Inc. The cash to be received
by Page America from this sale will not be sufficient for Page America to pay in
full in cash its outstanding obligations under the Credit Facility or under the
Subordinated Notes or to pay its other outstanding liabilities. Page America is
negotiating with the creditors to satisfy its obligations. In addition, the
consent of Page America's lenders is required for the sale to Metrocall. There
is no assurance that Page America will be able to reach agreement with its
creditors, that this transaction will be completed or that the Company will have
sufficient funds to finance its operations, which continue to show losses,
through the year ending December 31, 1997.

All of these matters raise substantial doubt about the Company's ability to
continue as a going concern. The financial statements do not include any
adjustments to reflect the possible future effects on the recoverability and
classification of assets or the amounts or classifications of liabilities that
may result from the outcome of this uncertainty.

Following completion of the sale of its assets to Metrocall, the Company
plans to liquidate.

NOTE B -- SALE OF FLORIDA AND CALIFORNIA OPERATIONS

On July 28, 1995, the Company sold its California and Florida paging assets
for a cash sale price of $19.4 million. At December 31, 1996, cash proceeds of
$500,000 are being held in escrow and are scheduled to be released to the
Company in 1997, as provided for in the agreement. Part of the proceeds was used
to reduce the Company's senior debt by $11.8 million and to prepay interest of
$1.2 million through December 29, 1995. In connection with this sale, the
Company incurred expenses amounting to approximately $1.0 million. This sale
included approximately 78,000 pagers, two statewide and several regional
frequencies. The assets sold had a net book value of approximately $19.1 million
and consisted of the assets which the Company acquired from Crico Communications
Corporation ("Crico") on December 30, 1993 and the 900 Mhz channel which is
licensed to provide state-wide coverage in California which the Company acquired
in 1994 for a purchase price of $500,000. The purchase price paid by the Company
for the Crico assets consisted of $12,650,000 in cash paid to Crico's lenders,
the issuance of an aggregate of 1,435,903 shares of Common Stock to Crico's
lenders and the issuance of 240,000 shares of Common Stock and warrants to
purchase 130,000 shares of Common Stock at an exercise price of $5.00 per share
to a company related to certain shareholders of Crico. As a result of the sale,
the Company incurred a loss of approximately $718,000.

NOTE C -- PLANNED SALE OF NEW YORK AND CHICAGO OPERATIONS

On April 23, 1996, Page America entered into a definitive agreement to sell
substantially all of its assets to Metrocall, Inc. On January 30, 1997, this
agreement was amended. The amended agreement provides for a purchase price of
(A) $25 million in cash, (B) 1,500 shares of series B Preferred Stock of
Metrocall having a stated value of $15 million, (C) 762,960 shares of Metrocall
Common Stock, and (D) shares of Metrocall Common Stock or other equity
securities having a share value equal to $15 million, subject to adjustment
based on changes in the Company's Working Capital Deficit and decreases in
service revenue below specified thresholds. Metrocall has the option to
substitute cash at closing for all or a portion of the stock consideration.

F-8
<PAGE> 86

PAGE AMERICA GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Excluded from the sale are cash, assets related to the employee benefit plans
and to the Florida and California operations which had been previously sold,
liabilities under the senior credit facility, subordinated debt agreement and
NEC America leasing contract and obligations with respect to federal, state and
local taxes. This sale is subject to the approval of the Company's shareholders.
There is no assurance that the transaction will be consummated.

NOTE D -- BALANCE SHEET CLASSIFICATIONS ($ IN THOUSANDS)

Prepaid expenses and other current assets comprise the following:

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------
1996 1995
-------- --------
<S> <C> <C>
Current portion of escrow amount from the sale of
Florida and California assets......................... $ 502 $ 502
-------- --------
Other current assets.................................... 170 442
$ 672 $ 944
======== ========
</TABLE>

Equipment consists of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------
1996 1995
-------- --------
<S> <C> <C>
Pagers.................................................. $ 6,510 $ 8,164
Radio common carrier equipment.......................... 13,282 12,914
Office equipment........................................ 3,939 3,946
Leasehold improvements.................................. 614 614
Building and land....................................... 64 64
-------- --------
24,409 25,702
Less accumulated depreciation and amortization.......... (19,027) (19,040)
-------- --------
$ 5,382 $ 6,662
======== ========
</TABLE>

Accrued expenses and other liabilities comprise the following:

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------
1996 1995
-------- --------
<S> <C> <C>
Interest................................................ $ 751 $ 101
Taxes................................................... 768 818
Salaries and bonuses.................................... 132 366
Professional services................................... 116 95
Other................................................... 420 155
-------- --------
$ 2,187 $ 1,535
======== ========
</TABLE>

F-9
<PAGE> 87

PAGE AMERICA GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE E -- LONG-TERM DEBT

Long-term debt is as follows:

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------
1996 1995
-------- --------
($ IN THOUSANDS)
<S> <C> <C>
Bank credit facility.................................... $ 33,948 $ 33,200
Subordinated notes (including deferred interest)........ 16,900 14,667
Other................................................... 1,003 868
-------- --------
51,851 48,735
Less current maturities................................. 51,814 48,666
-------- --------
$ 37 $ 69
======== ========
</TABLE>

On December 30, 1993, the Company entered into a senior secured credit
facility with certain banks. The bank credit facility replacing the Company's
then existing credit facility, provided for an $11.27 million reducing revolving
credit line and a $45 million term loan facility, each with an original final
maturity of March 31, 2000. At closing, the Company paid a fee to the Banks in
the amount of $951,550. The Company was also required to pay the Banks a
commitment fee of 0.5 percent on the unused balance of the revolving credit
facility and annual fees of $55,000. The Company canceled its revolving credit
facility effective November 29, 1994. Payments on the Credit Facility initially
were to be interest only with mandatory principal payments due quarterly
beginning on September 30, 1995.

On July 28, 1995, concurrent with the sale of the Company's Florida and
California paging assets, the Credit Facility was amended. Among other things,
the amendment provided for an acceleration of the maturity to December 29, 1995
and modified the financial covenants so that the Company would no longer be in
default as of the amendment date. The Company used the net proceeds from the
sale of its Florida and California operations to reduce the debt by $11.8
million and prepay interest at the LIBOR rate from August 1, 1995 through
December 29, 1995. In the third fiscal quarter of 1995, the Company recorded a
charge of approximately $1.8 million related to the amended agreement which
includes the write-down of deferred financing costs of approximately $1.1
million. On April 26, 1996, the Company's Credit Facility was again modified to
provide for a revolving credit loan of $750,000, a waiver of all existing
defaults on certain financial and other covenants, the omission of financial
covenants effective April 30, 1996 and an extension of the maturity date to the
earlier of November 30, 1996 or the completion of the sale of the Company's
assets to Metrocall, Inc. The Credit Facility has not been repaid and the
lenders have declared the Company in default. The Credit Facility is secured by
substantially all the assets of the Company. At December 31, 1996, the interest
rate was prime of 8.25 percent plus margin of 1.75 percent and 3.75 percent on
the term loan and revolving credit loan, respectively.

On December 30, 1993, the Company sold $13 million aggregate principal
amount of 12 percent Subordinated Notes originally due 2003, with warrants,
pursuant to a Note Purchase Agreement. Payments on the Subordinated Notes
initially were to be interest only with mandatory principal payments of $1.3
million due semi-annually beginning on June 30, 1999. All payments on the notes
are subordinated to the prior payment in full of all amounts outstanding under
the Credit Facility. The notes are governed by certain financial covenants. In
July, 1994, the Company exchanged the notes for identical notes which were
registered under the Securities Act of 1933.

On July 28, 1995, the subordinated notes were modified to provide for a
final maturity of six months subsequent to the final maturity of the Credit
Facility and to defer the cash payment of interest until maturity. The
subordinated notes were due on December 31, 1996 and have not been paid. The
Company is in default on payment of the subordinated notes. Commencing January
1, 1995, interest is increased from 12 to

F-10
<PAGE> 88

PAGE AMERICA GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

15 percent per annum, compounded semi-annually and is satisfied by the issuance
of additional promissory notes with terms substantially identical to the
subordinated notes, as amended. In 1995 the Company recorded a charge of
approximately $500,000 related to the modified agreement, which includes the
write-down of deferred financing costs of approximately $479,000. If a change in
control of the Company occurs, the note holders will have the right to require
the Company to repurchase the notes at par plus accrued interest.

As a result of the default of the aforementioned loans, it is not
practicable for the Company to estimate the fair value of its long-term debt.

Interest payments for the fiscal years 1996, 1995 and 1994 were $3.3
million, $4.5 million and $4.1 million, respectively.

NOTE F -- CUMULATIVE SERIES C PREFERRED STOCK EXCHANGE

On March 7, 1994, the Company offered the holders of its Cumulative Series
C Preferred Stock to exchange each share of such stock, and undeclared dividends
thereon, for 2.725 shares of common stock. The holders of 112,509 shares of
Series C elected to accept this offer. Accordingly, 306,581 shares of Common
Stock of the Company were issued in exchange for those shares of Series C and
the holders' right to $970,400 of associated undeclared dividends. In accordance
with the original terms, on September 12, 1994, the remaining shares outstanding
were mandatorily converted to shares of Common Stock of the Company and accrued
dividends of $17,500 were paid.

NOTE G -- SHAREHOLDERS' EQUITY

SERIES ONE CONVERTIBLE PREFERRED STOCK -- The Series One Convertible
Preferred Stock has a 10 percent dividend, payable semi-annually in arrears and
is convertible into Common Stock at $4.50 per share, subject to certain
anti-dilution provisions. Payment of dividends may be made in cash or in Common
Stock of the Company. Any dividend payments not made when permitted under the
Credit Facility and the Subordinated Note Financing will result in, among other
things, an increase in the dividend rate to 15 percent per annum and entitle
holders of the majority of the Series One Convertible Preferred Stock to elect
an additional representative to the Board of Directors of the Company. On August
11, 1994 and March 8, 1995, the Company issued 406,220 shares and 437,629 shares
of its Common Stock, respectively, to the holders of Series One Convertible
Preferred Stock, as full payment of dividends for the year ended December 31,
1994. On June 30, 1995, the Preferred shareholders waived their rights to
receive the dividend payment of $1,432,000 due on the same date. In exchange,
this amount was added to the liquidation value of the shares. On June 12, 1996,
the Company issued 7,899,590 shares of its Common Stock as full payment of the
dividends accrued at December 31, 1995.

The Company may redeem the Series One Convertible Preferred Stock if the
average closing price of the Common Stock for both the preceding 60 day and five
day periods has equalled or exceeded 150 percent of the conversion price. After
December 31, 2000, the Series One Convertible Preferred Stock may be redeemed at
par, plus accrued dividends. If the Company calls the Series One Convertible
Preferred Stock for redemption, the holders may convert to shares of Common
Stock. Upon any redemption, accrued dividends must be paid by the Company in
cash. Upon conversion of the Series One Convertible Preferred Stock, the Company
will have the option to pay accrued dividends by issuing additional shares of
its Common Stock. Holders of the Series One Convertible Preferred Stock are
entitled to vote as if their shares of Series One Convertible Preferred Stock
were converted into shares of Common Stock. Holders of a majority of the Series
One Convertible Preferred Stock, as a class, are entitled to elect two
representatives to the Board of Directors. If a change in control in the Company
occurs, the holders of Series One Convertible Preferred Stock will have the
right to cause the Company to repurchase such stock at the liquidation value,
plus accrued dividends.

F-11
<PAGE> 89

PAGE AMERICA GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

WARRANTS -- In connection with the issuance of the Subordinated Notes, the
Company also issued warrants to purchase an aggregate of 1,205,556 shares of
Common Stock, at a purchase price of $3.50 per share. The warrants expire in
2003. The Company may accelerate the expiration of the warrants if the average
closing price of the Common Stock for both the 60 day and the five day periods
preceding the notice date is equal to or greater than 150 percent of the warrant
exercise price. The holders will be entitled to anti-dilution protection under
certain circumstances. If a change of control of the Company occurs at less than
a 25 percent premium over the exercise price, the warrant holders will have the
right to cause the Company to pay to them the difference between the exercise
price and 125 percent of the exercise price; provided, however, the warrants
must be exercised.

COMMON STOCK RESERVED FOR ISSUANCE -- As of December 31, 1996, unissued
Common Stock of the Company was reserved for issuance in accordance with the
terms of outstanding warrants (1,503,252), stock options (240,000) and
convertible preferred stock (6,363,578).

STOCK OPTIONS -- The Company's 1983 Stock Option Plan, as amended, provides
for the granting of options to purchase an aggregate of 235,000 shares of the
Company's Common Stock to key employees. The option prices cannot be less than
the fair market value of Common Stock at dates of grant. Options may not be
exercised until specified time restrictions have lapsed and option periods
cannot exceed five years. No more options may be granted under this plan.

The Company's 1990 Stock Option Plan provides for the grant by the Company
of options to purchase not more than 555,000 shares of Common Stock to key
employees and directors. The exercise price per share is the fair market value
of a share of Common Stock for options granted after December 29, 1992, and the
greater of (i) the fair market value of a share of Common Stock or (ii) $7.00,
for options granted on or before December 29, 1992. Options to be granted under
the 1990 Stock Option Plan may not be exercised prior to one year from the date
of grant and options may be exercised 20 percent per year thereafter. Exercise
of such options will be accelerated if the Company is sold, a change in control
occurs or as the Compensation Committee of the Board of Directors deems
appropriate.

Option activities under the Incentive Plans are detailed in the following
table:

<TABLE>
<CAPTION>
WEIGHTED
AVERAGE OPTION
1990 PLAN 1983 PLAN PRICE PER SHARE
--------- --------- ---------------
<S> <C> <C> <C>
Outstanding at January 1, 1994.................... 300,458 106,000 $5.09
Forfeited/Cancelled............................. (11,750) -- 7.16
--------- --------- ------
Outstanding at December 31, 1994.................. 288,708 106,000 5.03
Granted......................................... 225,000 -- .75
Forfeited/Cancelled............................. (267,008) (101,000) 4.90
--------- --------- ------
Outstanding at December 31, 1995.................. 246,700 5,000 1.39
Forfeited/Cancelled............................. (11,700) -- 7.00
--------- --------- ------
Outstanding at December 31, 1996.................. 235,000 5,000 1.12
======== ======== ============
Exercisable at December 31, 1996.................. 54,000 5,000 2.13
--------- --------- ------
Exercisable at December 31, 1995.................. 18,700 3,750 6.80
--------- --------- ------
Exercisable at December 31, 1994.................. 225,566 53,000 4.96
--------- --------- ------
</TABLE>

F-12
<PAGE> 90

PAGE AMERICA GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

At December 31, 1996, for each of the following classes of options as
determined by range of exercise price, the information regarding
weighted-average exercise prices and weighted-average remaining contractual
lives of each said class is as follows:

<TABLE>
<CAPTION>
WEIGHTED-AVERAGE WEIGHTED-AVERAGE
WEIGHTED-AVERAGE REMAINING EXERCISE
EXERCISE PRICE CONTRACTUAL NUMBER OF PRICE OF
NUMBER OF OF LIFE OF OPTIONS OPTIONS
OPTIONS OUTSTANDING OUTSTANDING CURRENTLY CURRENTLY
OPTION CLASS OUTSTANDING OPTIONS OPTIONS EXERCISABLE EXERCISABLE
- ------------------------- ----------- ---------------- ---------------- ----------- ----------------
<S> <C> <C> <C> <C> <C>
Price of $.75............ 225,000 $ .75 5.8 yrs 45,000 $ .75
Prices ranging from
$5.25-$7.38............ 15,000 $ 6.66 .7 yrs 14,000 $ 6.59
</TABLE>

During 1996 and 1995, the Company did not sell any shares of common stock
under the 1990 or the 1983 plans.

Had the Company been accounting for its employee stock options under the
fair value method of SFAS No. 123, there would not have been a material impact
on the Company's net loss or net loss per common share during 1995 and 1996.

NOTE H -- INCOME TAXES

The Tax Reform Act of 1986 enacted a complex set of rules limiting the
utilization of net operating loss and tax credit carryforwards to offset future
taxable income following a corporate "ownership change". In general, an
ownership change occurs if the percentage of stock of a loss corporation owned
(actually, constructively and, in some cases, deemed ownership) by one or more
"5 percent shareholders" has increased by more than 50 percentage points over
the lowest percentage of such stock owned by those persons during a three year
testing period. If an ownership change occurs it would limit the utilization of
the net operating loss carryforwards for federal income tax purposes. The
Company has determined that there has been an ownership change as of December
31, 1993. As of December 31, 1996, the Company had net operating losses of
approximately $80.2 million for federal income tax purposes which will expire at
various dates between 1998 and 2011. Net operating losses of $52.6 million are
subject to the aforementioned limitations. In addition, the Company has
investment tax credit carryforwards of approximately $670,000 which expire
principally in 1997 through 2000, which are also subject to limitation.

F-13
<PAGE> 91

PAGE AMERICA GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The effects of temporary differences that gave rise to deferred tax assets
and liabilities are as follows:

<TABLE>
<CAPTION>
DECEMBER 31, 1996 DECEMBER 31, 1995
--------------------- ---------------------
CURRENT LONG-TERM CURRENT LONG-TERM
------- --------- ------- ---------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Deferred tax assets:
FCC License amortization.......................... $ 32 $ 110
Allowance for bad debts........................... $ 13
Commission expense................................ 1,351 1,425
Investment tax credit carryforwards................. 670 670
Net operating loss carryforwards.................... 30,937 27,362
Other............................................... 163 256
---- ------- --- -------
Total deferred tax assets................. 33,153 13 29,823
Less: Valuation allowance......................... (32,729) (13) (29,699)
---- ------- --- -------
Net deferred tax assets........................... 424 124
Deferred tax liabilities:
Depreciation...................................... 424 124
---- ------- --- -------
Total deferred tax liabilities............ 424 124
---- ------- --- -------
Net deferred tax asset/liability.................... $ 0 $ 0 $ 0
==== ======= === =======
</TABLE>

The Company's valuation allowance increased by approximately $3,017,000 to
$32,729,000 as of December 31, 1996 due principally to the increase in the net
operating losses.

The reconciliation of income taxes computed at the U.S. federal statutory
tax rate to income tax expense is:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------
1996 1995 1994
------- ------- -------
(IN THOUSANDS)
<S> <C> <C> <C>
Tax (benefit) at U.S. statutory rates................. $(2,757) $(4,429) $(2,390)
State income taxes, net of federal benefit............ (278) (487) (195)
Valuation allowance................................... 3,017 4,315 3,014
Other................................................. 18 601 (429)
------- ------- -------
$ 0 $ 0 $ 0
======= ======= =======
</TABLE>

NOTE I -- CONTINGENCIES

The Company is involved in various lawsuits and proceedings arising in the
normal course of business. In the opinion of management of the Company, the
ultimate outcome of these lawsuits and proceedings will not have a material
effect on the financial position, results of operations or cash flows of the
Company.

NOTE J -- RELATED PARTY TRANSACTIONS

A company (the "Related Company") whose president is a Director of the
Company acted as a placement agent in connection with the sale by the Company of
shares of Series One Convertible Preferred Stock and subordinated notes and the
entering into of the bank credit facility.

The Related Company has been engaged to provide investment banking
functions for which it receives an annual fee of $105,000, subject to cost of
living adjustments. This agreement will terminate if the Related Company ceases
to control a majority of the Series One Convertible Preferred Stock (or Common
Stock

F-14
<PAGE> 92

PAGE AMERICA GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

issued upon conversion thereof) or owns less than 20% of the Company's fully
diluted shares of Common Stock. At December 31, 1996, investment banking and
other fees accrued but unpaid were $288,565.

In conjunction with the purchase of Series A and Series A-2 Preferred Stock
and the issuance of subordinated note from 1990 to 1992, the Related Company was
issued warrants to purchase 167,696 shares of the Company's Common Stock.

NOTE K -- RENTALS

Rental expense for the fiscal years 1996, 1995 and 1994 was approximately
$2,383,000, $3,062,000 and $3,236,000, respectively.

Future minimum annual payments under non-cancelable operating leases for
office space and transmitter sites, as of December 31, 1996, are as follows:

<TABLE>
<CAPTION>
AMOUNT
---------------
(IN THOUSANDS)
<S> <C>
1997......................................................... $ 1,894
1998......................................................... 1,625
1999......................................................... 1,451
2000......................................................... 857
2001......................................................... 680
Thereafter................................................... 2,039
-------
$ 8,546
============
</TABLE>

Certain leases are subject to increases in taxes, operating and other
expenses.

NOTE L -- EMPLOYEE BENEFIT PLAN

The Company has a 401(K) plan covering substantially all of its employees.
All employees who have completed ninety days of service are eligible to
participate. Employees may contribute 1% to 4% of compensation to the plan on an
after-tax basis and also defer additional amounts of compensation in 1%
increments on a pre-tax basis, subject to limits established by the Internal
Revenue Code. The Company matched 100% of after-tax and 25% of pre-tax
contributions with shares of its common stock until March 15, 1996, after which
matching contributions were paid in cash. The total cost of the plan amounted to
$43,900, $69,400 and $124,800 in 1996, 1995 and 1994, respectively.

F-15
<PAGE> 93

PAGE AMERICA GROUP, INC. AND SUBSIDIARIES

SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS

($ IN THOUSANDS)

<TABLE>
<CAPTION>
COLUMN B COLUMN C
----------- ---------- COLUMN E
BALANCE ADDITIONS COLUMN D ----------
COLUMN A AT-- CHARGED TO ----------- BALANCE AT
- ---------------------------------------------------- BEGINNING COSTS AND DEDUCTIONS -- END OF
DESCRIPTION OF PERIOD EXPENSES DESCRIBE PERIOD
- ---------------------------------------------------- ----------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
YEAR ENDED DECEMBER 31, 1994
Allowance for doubtful accounts................... $ 895 $1,703 $ 2,159(a) $439
=========== ========= ============ =========
YEAR ENDED DECEMBER 31, 1995
Allowance for doubtful accounts................... $ 439 $ 710 $ 872(a) $277
=========== ========= ============ =========
YEAR ENDED DECEMBER 31, 1996
Allowance for doubtful accounts................... $ 277 $ 908 $ 907(a) $278
=========== ========= ============ =========
</TABLE>

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

(a) Accounts written off as uncollectible.

S-1
<PAGE> 94

METROCALL, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned shareholder hereby constitutes and appoints the Proxy Committee
comprised of Ronald V. Aprahamian and Richard M. Johnston the true and lawful
agent and proxy with full power of substitution, to represent the undersigned at
the Annual Meeting of Stockholders of Metrocall, Inc. to be held at the
Ritz-Carlton, Pentagon City, 1250 South Hayes Street, Arlington, Virginia on May
7, 1997, at 9:00 a.m., local time, and at any adjournments thereof, on all
matters coming before said meeting.

Election of Directors each for a three-year term, Nominees:

William L. Collins, III, Francis A. Martin, III, Suzanne S. Brock

YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES, SEE
REVERSE SIDE, BUT YOU NEED NOT MARK ANY BOXES IF YOU WISH TO VOTE IN ACCORDANCE
WITH THE BOARD OF DIRECTORS RECOMMENDATIONS. THE PROXY COMMITTEE CANNOT VOTE
YOUR SHARE(S) UNLESS YOU SIGN AND RETURN THIS CARD.

The undersigned shareholder may revoke this proxy at any time before it is voted
by delivering to the Secretary of Metrocall either a written revocation of the
proxy or a duly executed proxy bearing a later date, or by appearing at the
Annual Meeting and voting in person.
------------
SEE REVERSE
SIDE
------------
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
/\ FOLD AND DETACH HERE /\

METROCALL, INC.

ANNUAL MEETING OF STOCKHOLDERS
MAY 7, 1997
9:00 A.M.
RITZ-CARLTON, PENTAGON CITY
1250 SOUTH HAYES STREET
ARLINGTON, VIRGINIA

- --------------------------------------------------------------------------------
<PAGE> 95
[X]PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN. IF NO DIRECTION IS MADE, THIS PROXY WILL BE HELD VOTED FOR EACH
PROPOSAL.
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL PROPOSALS
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
FOR WITHHELD FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
1. Election of [ ] [ ] 2. Ratification of the [ ] [ ] [ ] 3. Approval of an [ ] [ ] [ ]
Directors appointment by the amendment to Amended and
(See reverse) Board of Directors of Restated Certificates of
For, except vote withheld from Arthur Andersen LLP as Incorporation increasing
the following nominee(s): independent public the number of authorized
accountants of Metrocall shares of Common Stock
- ----------------------------- for the fiscal year ending from 33.5 million to 60.0
December 31, 1997 million.

4. Approval of the [ ] [ ] [ ]
conversion rights of
holders of Series B
Preferred Stock.

- -------------------------------------------------------------------------------- 5. Approval of certain [ ] [ ] [ ]
amendments to Metrocall
1996 Stock Option Plan.

6. In its discretion, the Proxy Committee is
authorized to vote such other business as may
properly come before the meeting or any
adjournments or postponements thereof.
---------------------------------------------------
NOTE: Please sign exactly as name appears hereon.
Only one signature is required in the case of
jointly owned stock. When signing as attorney,
executor, administrator, trustee or guardian, please
give full title as such.

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

----------------------------------------------
SIGNATURE(S) DATE

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
</TABLE>
/\ FOLD AND DETACH HERE /\