425

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 5, 2004

Arch Wireless, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-14248	31-1358569
(State or Other Juris- diction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1800 West Park Drive, Suite 250 Westborough, MA	01581
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (508) 870-6700

(Former name or former address, if changed since last report)

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

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

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

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

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

TABLE OF CONTENTS

EX-99.1 PRESS RELEASE DATED NOVEMBER 5, 2004

EX-99.2 PRESS RELEASE DATED NOVEMBER 9, 2004

EX-99.3 PRESS RELEASE DATED NOVEMBER 8, 2004

     Arch Wireless, Inc. is amending its Current Report on Form 8-K to correct certain dates that were incorrect in the preliminary filing.

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Officers

     As previously disclosed, including in the definitive joint proxy statement/prospectus of USA Mobility, Inc. delivered in connection with the proposed merger of Arch Wireless, Inc. and Metrocall Holdings, Inc., the management team of USA Mobility after the merger will not include the three most senior Arch executives: C. Edward Baker, Jr., chief executive officer; Lyndon Daniels, chief operating officer; and J. Roy Pottle, chief financial officer. On November 5, 2004, Arch announced that in connection with the transition to the new management team, the employment of Messrs. Baker, Daniels and Pottle with Arch was terminated, effective November 5, 2004, and Arch appointed William E. Redmond, Jr. as an interim president pending completion of the merger.

     Mr. Redmond, 45, has been a director of Arch since 2002. Mr. Redmond served as president and chief executive officer from December 1996 to February 2003 and as chairman of the board from January 1999 to February 2003 of Gardenway, Inc., a manufacturer of outdoor garden and power equipment that filed for bankruptcy protection in July 2001 in order to facilitate a sale of substantially all of its assets in August 2001. Mr. Redmond has also been a director of Gentek, Inc. since October 2003 and of National Energy & Gas Transmission, Inc. since October 2003.

     While Mr. Redmond has agreed to serve as interim president pending completion of the merger, Arch has made no arrangements with Mr. Redmond related to compensation for this term of employment.

     In addition, Arch designated Samme L. Thompson to be a member of the USA Mobility board of directors, subject to completion of the merger. Mr. Thompson replaced Richard A. Rubin, who has decided not to serve on the USA Mobility Board. Both Messrs. Thompson and Rubin are directors of Arch. The text of the press release issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K and, excluding the first three paragraphs thereof, is incorporated into this Item 5.02 by reference.

Item 8.01. Other Events

     On November 5, 2004, Arch Wireless, Inc. announced that it had received the approval of the United States Department of Justice for Arch’s proposed merger with Metrocall Holdings, Inc. The full text of the press release attached as Exhibit 99.1 to this Current Report on Form 8-K/A is incorporated into this Item 8.01 by reference

     On November 9, 2004, Arch and Metrocall announced that they had received the approval of the Federal Communications Commission (FCC) for their proposed merger. The full text of the press release issued in connection with this announcement is attached as Exhibit 99.2 to this Current Report on Form 8-K/A and is incorporated into this item 8.01 by reference.

     On November 8, 2004, Arch and Metrocall announced that their respective stockholders approved the merger agreement pursuant to which Metrocall and Arch will merge and each company will become a subsidiary of USA Mobility. The full text of the press release issued in connection with this announcement is attached as Exhibit 99.3 to this Current Report on Form 8-K/A and is incorporated into this item 8.01 by reference.

Item 9.01. Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(c) The following exhibit in its entirety is filed as part of this Current Report on Form 8-K.

Exhibit No.	Description
99.1	Press release of Arch Wireless, Inc. dated November 5, 2004
99.2	Press release of Arch Wireless, Inc. and Metrocall Holdings, Inc. dated November 9, 2004
99.3	Press release of Arch Wireless, Inc. and Metrocall Holdings, Inc. dated November 8, 2004

SIGNATURE

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

Date: November 9, 2004	ARCH WIRELESS, INC.
	By: /s/	Gerald J. Cimmino
	Name:	Gerald J. Cimmino
	Title:	Vice President and Treasurer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release of Arch Wireless, Inc. dated November 5, 2004
99.2	Press release of Arch Wireless, Inc. and Metrocall Holdings, Inc. dated November 9, 2004
99.3	Press release of Arch Wireless, Inc. and Metrocall Holdings, Inc. dated November 8, 2004

EX-99.1

Exhibit 99.1

NEWS RELEASE

FOR IMMEDIATE RELEASE	CONTACT:       Bob Lougee   (508) 435-6117
Friday, November 5, 2004

Arch Wireless Provides Update on U.S. Department of Justice Review
of Proposed Merger with Metrocall

Arch Appoints Interim Management Pending Merger;
Arch Also Appoints Replacement Director for USA Mobility Board Subject to Merger Completion

Westborough, MA (November 5, 2004) -— Arch Wireless, Inc. (Nasdaq: AWIN; BSE: AWL), a leading wireless messaging and mobile information company, today announced that the U.S. Department of Justice investigative staff has recommended that the Department not challenge Arch’s proposed merger with Metrocall Holdings, Inc. and that the Department has closed its investigation of the transaction. This action clears the way for the merger to be completed once all other approvals are obtained.

Metrocall and Arch previously announced a merger agreement that would result in a combination of the two businesses into a holding company to be called USA Mobility, Inc. In addition to DOJ approval, the proposed merger is also subject to the review and consent of the Federal Communications Commission and shareholder approval of both companies.

Arch and Metrocall have scheduled special meetings of stockholders of each company for 10:00 a.m. on Monday, November 8, 2004 to vote on their proposed merger. The record date for both meetings is October 7, 2004. The special meeting of Metrocall stockholders will be held at Sheraton Suites, 801 North Saint Asaph Street, Alexandria, Virginia. The special meeting of Arch stockholders will be held at the offices of Wilmer Cutler Pickering Hale and Dorr, LLP, 60 State Street, Boston, Massachusetts.

As previously disclosed, including in the joint proxy statement/prospectus described below, the management team of USA Mobility after the merger will not include the three most senior Arch executives: C. Edward Baker, Jr., chief executive officer; Lyndon Daniels, chief operating officer; and J. Roy Pottle, chief financial officer. In connection with the transition to the new management team, the employment of Messrs. Baker, Daniels and Pottle with Arch has been terminated, effective today, and Arch has appointed William E. Redmond, Jr. as an interim president pending completion of the merger. Mr. Redmond is a director of Arch Wireless.

In addition, Arch has designated Samme L. Thompson to be a member of the USA Mobility board of directors, subject to completion of the merger. Mr. Thompson replaces Richard A. Rubin, who has decided not to serve on the USA Mobility Board. Both Messrs. Thompson and Rubin are directors of Arch Wireless.

USA Mobility filed with the Securities and Exchange Commission an amended registration statement on Form S-4, which includes a form of joint proxy statement/prospectus of Arch and Metrocall and other relevant documents in connection with the proposed transaction. Investors of Arch and Metrocall are urged to read the definitive joint proxy statement/prospectus and other relevant materials because they contain important information about USA Mobility, Arch and Metrocall and the proposed transaction. The definitive joint proxy statement/prospectus was sent to stockholders of record of Arch and Metrocall seeking their approval of the proposed transaction. Investors may obtain a free copy of these materials and other documents filed by USA Mobility, Arch and Metrocall with the Securities and Exchange Commission at the SEC’s website at www.sec.gov. A free copy of the definitive joint proxy statement/prospectus also may be obtained from Arch Wireless, Inc., 1800 West Park Drive, Suite 250, Westborough, MA 01581, Attention: Jerry Cimmino (tel.: 508-870-6700), or Metrocall Holdings, Inc., 6677 Richmond Highway, Alexandria,

Virginia 22306, Attention: Shirley White (tel.: 703-660-6677). Investors also may access free copies of the documents filed with the SEC by Arch on Arch’s website at www.arch.com or upon written request to Arch at its address listed above, and investors may access free copies of the documents filed with the SEC by Metrocall on Metrocall’s website at www.metrocall.com or upon written request to Metrocall at its address indicated above.

Arch and Metrocall and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Arch stockholders. The directors and executive officers of Arch include: William E. Redmond, Jr., Richard A. Rubin, Samme L. Thompson, James V. Continenza, Eric Gold, Carroll D. McHenry, Matthew Oristano and C. Edward Baker, Jr. The directors and executive officers of Metrocall include: Vincent D. Kelly, Royce Yudkoff, Eugene I. Davis, Nicholas A. Gallopo, David J. Leonard, Brian O’Reilly, Steven D. Scheiwe, George Z. Moratis and Stan Sech. Stockholders may obtain additional information regarding the interests of such participants by reading the preliminary joint proxy statement/prospectus and the definitive joint proxy statement/prospectus.

Arch Wireless, Inc., headquartered in Westborough, Mass., is a leading wireless messaging and mobile information company with operations throughout the United States. It offers a full range of wireless messaging and wireless e-mail services, including mobile data solutions for the enterprise, to business and retail customers nationwide. Arch provides services to customers in all 50 states, the District of Columbia, Puerto Rico, Canada, Mexico and in the Caribbean principally through a nationwide direct sales force, as well as through indirect resellers, retailers and other strategic partners. Additional information on Arch is available on the Internet at http://www.arch.com.

Statement under the Private Securities Litigation Reform Act: Statements contained herein or in prior press releases which are not historical fact, such as statements regarding Arch’s expectations for future operating and financial performance and completion of its pending merger with Metrocall, are forward-looking statements for purposes of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve risks and uncertainties that may cause Arch’s actual results to be materially different from the future results expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially from those expectations include, but are not limited to, declining demand for its paging products and services, Arch’s ability to continue to reduce operating expenses, possible delays in or failure to obtain shareholder or regulatory approvals of the merger with Metrocall, Arch’s future capital needs, competitive pricing pressures, competition from both traditional paging services and other wireless communications services, government regulation, reliance upon third party providers for certain equipment and services, as well as other risks described from time to time in Arch’s periodic reports and registration statements filed with the Securities and Exchange Commission. Although Arch believes the expectations reflected in the forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be attained. Arch disclaims any intent or obligation to update any forward-looking statements.

# # #

EX-99.2

Exhibit 99.2

NEWS RELEASE

FOR IMMEDIATE RELEASE	CONTACTS:
Monday, November 9, 2004	For Arch: Bob Lougee (508) 435-6117
	For Metrocall: Brett Mankey (703) 660-6677 Ext.6231

Metrocall and Arch Receive FCC Consent for Merger

Alexandria, VA and Westborough, MA (November 9, 2004) – Metrocall Holdings, Inc. (Nasdaq: MTOH) and Arch Wireless, Inc. (Nasdaq: AWIN, BSE: AWL) today announced that they have received consent from the Federal Communications Comission (FCC) for their proposed merger.

In granting its consent, the FCC approved applications for the transfer of control of the licenses to USA Mobility, Inc., the name under which the newly combined companies will operate. The FCC’s consent is the final regulatory approval required for the merger, and, pending satisfaction of all other conditions , the merger is expected to close the week of November 15, 2004.

“We are pleased to receive today’s support and approval from the FCC,” said Vincent D. Kelly, president and chief executive officer of Metrocall and USA Mobility. “With this approval, we look forward to completing the merger and beginning the process of integrating our two companies.”

Metrocall and Arch announced a definitive merger agreement on March 29, 2004, subject to shareholder and regulatory approvals. Shareholders of each company voted to approve the merger on November 8, 2004, and

the U.S. Department of Justice informed Metrocall and Arch on November 5, 2004 that it had closed its investigation of the transaction.

Arch Wireless, Inc., headquartered in Westborough, Mass., is a leading wireless messaging and mobile information company with operations throughout the United States. It offers a full range of wireless messaging and wireless e-mail services, including mobile data solutions for the enterprise, to business and retail customers nationwide. Arch provides services to customers in all 50 states, the District of Columbia, Puerto Rico, Canada, Mexico and in the Caribbean principally through a nationwide direct sales force, as well as through indirect resellers, retailers and other strategic partners. Additional information on Arch is available on the Internet at http://www.arch.com.

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

Statement under the Private Securities Litigation Reform Act: Statements contained herein or in prior press releases which are not historical fact, such as statements regarding Arch and Metrocall’s expectations for completing their pending merger, are forward-looking statements for purposes of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve risks and uncertainties that may cause Arch and Metrocall’s actual results to be materially different from the future results expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially from those expectations include, but are not limited to, declining demand for their paging products and services, Arch and Metrocall’s ability to continue to reduce operating expenses, Arch and Metrocall’s future capital needs, competitive pricing pressures, competition from both traditional paging services and other wireless communications services, government regulation, reliance upon third party providers for certain equipment and services, as well as other risks described from time to time in Arch and Metrocall’s periodic reports and registration statements filed with the Securities and Exchange Commission. Although Arch and Metrocall believe the expectations reflected in the forward-looking statements are based on reasonable assumptions, they can give no assurance that their expectations will be attained. Arch and Metrocall disclaim any intent or obligation to update any forward-looking statements.

# # #

EX-99.3

Exhibit 99.3

For Immediate Release:
November 8, 2004

Metrocall Contact:	Arch Contact:
Brett Mankey	Bob Lougee
(703) 660-6677x6231	(508) 435-6117

Metrocall and Arch Stockholders Approve Merger

     Alexandria, VA, Thursday, November 8, 2004 — Metrocall Holdings, Inc. (NASDAQ: MTOH) and Arch Wireless, Inc. (NASDAQ:AWIN) today announced that that their respective stockholders approved the merger agreement pursuant to which Metrocall and Arch will merge and each company will become a subsidiary of a new company called USA Mobility, Inc. Subject to satisfaction or waiver of the remaining closing conditions, Metrocall and Arch expect to complete the merger during the week of November 15, 2004. Under the merger agreement, it is a condition to closing that the FCC grant its consent to the merger and such consent is expected to be received some time this week. As of the time of the vote on the merger, holders of approximately 9.1% of the fully-diluted common stock of Metrocall had asserted their right to seek appraisal of their shares, which constitutes a failure of a condition to the completion of the merger that would need to be waived for the merger to be completed.

     Vincent D. Kelly, President and Chief Executive Officer of Metrocall and USA Mobility commented: “I am extremely pleased that a majority of Metrocall and Arch shareholders have approved this transaction and recognized this opportunity. The first three quarters of 2004 have seen continued pressure on our combined revenue and subscriber bases, further underscoring the need for this consolidation. We expect to operate USA Mobility with the same free cash flow oriented objectives that both Arch and Metrocall embraced over the past two years, while continuing to provide our customers with first class paging, wireless messaging solutions and customer service. We look forward to combining the best qualities of each company’s management, systems, sales and support staff.”

About Metrocall Holdings

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

About Arch Wireless

     Arch Wireless, Inc., headquartered in Westborough, Mass., is a leading wireless messaging and mobile information company with operations throughout the United States. It offers a full range of wireless messaging and wireless e-mail services, including mobile data solutions for the enterprise, to business and retail customers nationwide. Arch provides services to customers in all 50 states, the District of Columbia, Puerto Rico, Canada, Mexico and in the Caribbean principally through a nationwide direct sales force, as well as through indirect resellers, retailers and other strategic partners. Additional information on Arch is available on the Internet at http://www.arch.com.

Safe Harbor Statement under the Private Securities Litigation Reform Act

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

     Statements contained herein or in prior press releases which are not historical fact, such as statements regarding Arch’s expectations for future reductions in operating expenses, future subscriber and disconnect rates, and maintenance of operating margins, are forward-looking statements for purposes of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve risks and uncertainties that may cause Arch’s actual results to be materially different from the company’s expectations expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially from those expectations include, but are not limited to, declining demand for Arch’s paging products and services, Arch’s ability to continue to reduce operating expenses and maintain operating margins, Arch’s ability to complete announced redemptions and payments on its long-term debt, Arch’s future capital needs, competitive pricing pressures, competition from both traditional paging services and other wireless communications services, government regulation, reliance upon third party providers for certain equipment and services, as well as other risks described from time to time in Arch’s periodic reports and registration statements filed with the Securities and Exchange Commission. Although Arch believes the expectations reflected in the forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be attained. Arch disclaims any intent or obligation to update any forward-looking statements.