Filed Pursuant to Rule 424(b)(3)
Registration No. 333-115769

To the stockholders of Metrocall Holdings, Inc. and Arch Wireless, Inc.

A MERGER PROPOSAL — YOUR VOTE IS VERY IMPORTANT

      Metrocall and Arch have agreed to merge to better position ourselves to compete effectively in the paging and wireless messaging marketplace. As a result of the merger, Metrocall and Arch will become subsidiaries of a new holding company named USA Mobility, Inc. We believe that the merger will benefit the stockholders of both companies and are asking for your support in voting for these very important merger proposals at our special meetings, which will each be held on November 8, 2004.

      In the merger, Metrocall common stockholders receiving stock will receive 1.876 shares of USA Mobility common stock for each share of Metrocall common stock that they hold. Metrocall common stockholders will also receive, in lieu of shares of USA Mobility common stock, $75.00 per share in cash for two million shares of Metrocall common stock. Holders of Metrocall common stock at the close of business on October 7, 2004, will be mailed a cash election form and be able to elect to receive cash consideration for all, none or a portion of their shares. The actual mix of stock and cash consideration that an individual Metrocall common stockholder will receive may vary from such person’s election to the extent Metrocall common stockholders as a group elect to receive cash for more or less than two million shares. Regardless of the elections made by individual Metrocall stockholders, Metrocall stockholders as a group will receive cash consideration of $150 million for a total of two million shares of Metrocall common stock. Arch common stockholders will receive one share of USA Mobility common stock for each share of Arch common stock that they hold.

      Metrocall and Arch have received opinions dated October 5, 2004, from Schulte Roth & Zabel LLP and Latham & Watkins LLP, respectively, that the merger will constitute a tax-free transaction to the extent that common stockholders of each company receive stock rather than cash in the merger.

      As a result of the merger, former stockholders together with holders of outstanding options and warrants of Metrocall and Arch will own, on a fully diluted basis, approximately 27.5% and 72.5%, respectively, of the approximately 27,626,281 shares of USA Mobility common stock anticipated to be then issued or reserved for issuance under then outstanding options and warrants.

      The closing prices per share of Metrocall and Arch common stock as reported on the NASDAQ Small Cap and the NASDAQ National Market on September 30, 2004, were $64.85 and $28.73, respectively. Because the exchange ratios for converting Metrocall and Arch shares in the merger are fixed, any decrease in the value of shares of Metrocall or Arch common stock prior to the completion of the merger may reflect a reduced value of USA Mobility common stock to be received by stockholders of Metrocall and Arch.

      USA Mobility has applied to list its common stock on the NASDAQ National Market under the symbol “USMO.”

      The boards of directors of both Metrocall and Arch have approved the merger and enthusiastically recommend that their stockholders vote FOR the merger proposals as described in the attached materials. Information about the merger is contained in the attached joint proxy statement/prospectus.

      WE URGE YOU TO READ THE ATTACHED MATERIALS CAREFULLY, INCLUDING THE SECTION ENTITLED “RISK FACTORS” BEGINNING ON PAGE 25.

      Neither the SEC nor any state securities commission has approved or disapproved of the securities to be issued in connection with the merger or determined if the attached joint proxy statement/ prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

      The attached joint proxy statement/prospectus is dated October 6, 2004, and is anticipated to first be mailed to stockholders of Metrocall and Arch on or about October 8, 2004.

ADDITIONAL INFORMATION

      This joint proxy statement/prospectus incorporates important business and financial information about Metrocall and Arch from other documents that are not included in or delivered with this joint proxy statement/prospectus. This information is available to you without charge upon your written or oral request. You can obtain the documents incorporated by reference in this joint proxy statement/prospectus by requesting them in writing or by telephone at one of the following addresses or telephone numbers:

      If you would like to request any documents, please do so by November 1, 2004 in order to receive them before the special meetings.

      See “Where You Can Find More Information” beginning on page 133.

METROCALL HOLDINGS, INC.

Notice of Special Meeting of Metrocall Stockholders

at 10:00 a.m. local time

To the stockholders of Metrocall Holdings, Inc.:

      Notice is hereby given that a special meeting of stockholders of Metrocall Holdings, Inc. will be held on November 8, 2004 at 10:00 a.m., local time, at the Sheraton Suites, 801 North Saint Asaph Street, Alexandria, Virginia, to consider and vote upon a proposal to adopt a merger agreement between Metrocall and Arch pursuant to which Metrocall and Arch will each become a wholly owned subsidiary of a new holding company named USA Mobility, Inc., and each share of Metrocall common stock will be exchanged for 1.876 shares of USA Mobility common stock. Holders of two million shares of Metrocall common stock will receive, in lieu of USA Mobility common stock, $75.00 per share, subject to certain cash election conditions described in the attached joint proxy statement/prospectus.

      We will transact no other business at the special meeting, except for business properly brought before the special meeting or any adjournment or postponement of the special meeting.

      Approval of the merger agreement requires the affirmative vote at the Metrocall special stockholders meeting of the holders of a majority of the voting power of shares of Metrocall common stock outstanding as of the record date.

      Only holders of record of Metrocall common stock at the close of business on October 7, 2004, the record date, are entitled to notice of, and to vote at, the special meeting and any adjournments or postponements of the special meeting. To vote your shares, you may complete and return the enclosed proxy card. If you are a holder of record, you may also cast your vote in person at the special meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct them on how to vote your shares. If you do not vote or do not instruct your broker or bank how to vote, it will have the same effect as voting against the merger.

      Under Delaware law, holders of Metrocall common stock who timely submit a written demand for appraisal of their shares and otherwise comply with the applicable statutory procedures under Delaware law, including not voting in favor of adoption of the merger agreement, will be entitled to appraisal rights and to receive payment in cash for the fair value of their shares as determined by the Delaware Chancery Court. A summary of the applicable requirements of Delaware law is contained in the attached joint proxy statement/prospectus under the caption “The Merger — Appraisal Rights,” beginning on page 83. In addition, the text of the applicable provisions of Delaware law is attached as Annex H to the attached joint proxy statement/prospectus.

	By order of the Board of Directors of
	Metrocall Holdings, Inc.
	Royce Yudkoff
	Chairman of the Board

Alexandria, Virginia

Important Notice

      Your vote is important, regardless of the number of shares you own. Please vote as soon as possible to make sure that your shares are represented at the meeting. Whether or not you plan to attend the special meeting in person, you are urged to read the attached joint proxy statement/prospectus carefully and then complete and return the enclosed proxy card or submit your proxy or voting instructions by telephone or over the internet. If you later desire to revoke your proxy for any reason, you may do so in the manner set forth in the attached joint proxy statement/prospectus.

ARCH WIRELESS, INC.

Notice of Special Meeting of Arch Wireless, Inc. Stockholders

To the stockholders of Arch Wireless, Inc.:

      Notice is hereby given that a special meeting of stockholders of Arch Wireless, Inc. will be held on November 8, 2004 at 10:00 a.m., local time, at Wilmer Cutler Pickering Hale and Dorr LLP, 60 State Street, Boston, Massachusetts, for the following purposes:

	To consider and vote upon a proposal to adopt a merger agreement between Arch Wireless, Inc. and Metrocall Holdings, Inc. pursuant to which Arch Wireless, Inc. and Metrocall Holdings, Inc. will each become a wholly owned subsidiary of a new holding company named USA Mobility, Inc., and each share of Arch common stock will be converted into one share of USA Mobility common stock.
	To transact any other business as may properly come before the special meeting or any adjournment or postponement of the special meeting.

      These items of business are described in the attached joint proxy statement/prospectus. Holders of record of Arch common stock at the close of business on October 7, 2004, the record date, are entitled to notice of, and to vote at, the special meeting and any adjournments or postponements of the special meeting.

      Your vote is very important, regardless of the number of shares you own. Please vote as soon as possible to make sure that your shares are represented at the meeting. To vote your shares, you may complete and return the enclosed proxy card or you may submit your proxy or voting instructions by telephone or over the internet. If you are a holder of record, you may also cast your vote in person at the special meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct them on how to vote your shares. If you do not vote or do not instruct your broker or bank how to vote, it will have the same effect as voting against the merger.

	By order of the Board of Directors of
	Arch Wireless, Inc.
	Patricia A. Gray
	Secretary

Boston, Massachusetts

TABLE OF CONTENTS

i

ii

SUMMARY OF THE JOINT PROXY STATEMENT/ PROSPECTUS

      This summary highlights selected information in the joint proxy statement/prospectus and will likely not contain all of the information that is important to you. You should carefully read this entire joint proxy statement/prospectus and the other documents we refer to herein for a more complete understanding of the merger. In particular, you should read the documents attached to this joint proxy statement/prospectus, including the merger agreement and an amendment dated October 5, 2004, which are attached as Annex A and Annex B, respectively. References in this joint proxy statement/prospectus to the merger agreement shall mean the merger agreement, as amended by the amendment. In addition, we incorporate by reference important business and financial information about Metrocall and Arch into this joint proxy statement/ prospectus. You may obtain the information and materials incorporated by reference into this joint proxy statement/prospectus without charge by following the instructions in the section entitled “Where You Can Find More Information” beginning on page 133 of this joint proxy statement/prospectus.

The Companies

	Metrocall Holdings, Inc.
	6677 Richmond Highway
	Alexandria, Virginia 22306
	Telephone: (703) 660-6677

      Metrocall, which emerged from bankruptcy in October 2002, is a leading provider of paging products and other wireless services to business and individual subscribers. In addition to its reliable, nationwide one-way networks, Metrocall’s two-way network has the largest high-powered terrestrial ReFLEX ^TM footprint in the United States with roaming partners in Canada, Mexico, the Caribbean, Central and South America. Since 1999, Metrocall has experienced significant declines in the number of messaging units in service, and as a result, its revenues declined during this period. Metrocall is the preferred ReFLEX ^TM wireless data network provider for many of the largest telecommunication companies in the United States that source virtual network services and resell under their own brand names. In addition to one and two-way messaging, 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, with a special emphasis on the medical and government sectors. For additional information on Metrocall, please refer to the additional information described in “Where You Can Find More Information” beginning on page 133 of this joint proxy statement/prospectus, including Metrocall’s filings with the Securities and Exchange Commission that are incorporated by reference into this joint proxy statement/prospectus.

	Arch Wireless, Inc.
	1800 West Park Drive, Suite 250
	Westborough, Massachusetts 01581
	Telephone: (508) 870-6700

      Arch, which emerged from bankruptcy in May 2002, is a leading wireless messaging and mobile information company with operations throughout the United States. The company offers a full range of wireless messaging services to businesses and consumers nationwide, including one and two-way messaging services and mobile data solutions in all 50 states, the District of Columbia, Puerto Rico, Canada, Mexico and in the Caribbean. Arch promotes its services through a nationwide sales force and through resellers. Since 1999, Arch has experienced significant declines in the number of messaging units in service, and as a result, its revenues declined during this period. For additional information on Arch, please refer to the additional information described in “Where You Can Find More Information” beginning on page 133 of this joint proxy statement/ prospectus, including Arch’s filings with the Securities and Exchange Commission that are incorporated by reference into this joint proxy statement/ prospectus.

4

	USA Mobility, Inc.
	6677 Richmond Highway
	Alexandria, Virginia 22306
	Telephone: (703) 718-6600

      USA Mobility, Inc. (formerly Wizards-Patriots Holdings, Inc.) is a newly formed corporation that has not, to date, conducted any activities other than those incident to its formation, the matters contemplated by the merger agreement and the preparation and filing of this joint proxy statement/ prospectus. Upon completion of the merger, Metrocall and Arch will each become a wholly owned subsidiary of USA Mobility. The business of USA Mobility will be the combined businesses currently conducted by Metrocall and Arch. Like Metrocall and Arch, USA Mobility may experience declines in the number of one and two-way messaging units in service. Although it is difficult to accurately predict, the rate of decline USA Mobility will experience may be similar or greater than those historically experienced by Metrocall and Arch, respectively. As a result, USA Mobility’s revenues may be negatively impacted. See “Risk Factors — The continued decline in the number of one and two-way messaging units in service may adversely impact USA Mobility’s cash flows, business and operations.”

Reasons for the Merger (see pages 47 and 52)

      For the past several years, paging providers, including Metrocall and Arch, have experienced eroding subscriber bases and declining revenues as a result of intense competition from companies offering mobile telephone service which frequently includes text messaging, email retrieval and other two-way messaging services such as those using Blackberry ^TM devices.

      We are proposing the merger because we believe combining our companies, the two leading independent paging and wireless messaging companies in the United States, will generate the potential for stronger operating and financial results than either company could achieve on its own in the highly competitive wireless communications industry. We anticipate the merger will result in substantial synergies and cost reductions from the elimination of duplicative or redundant operations, functions and locations. We anticipate that cash flows generated by combining operations of Metrocall and Arch will be substantial and should allow the combined company to repay any debt incurred to complete the merger within twelve months following completion of the merger and to provide significant funds for new product research, development and enhancement, stockholder dividends, stock repurchases or other uses as may be determined by USA Mobility’s board of directors. Specifically, we believe the business combination will enhance value for stockholders of both companies by creating, among other things:

	•	a more efficient organization capable of improved financial performance through the elimination of redundant overhead expenses and duplicative network structures;
	•	a larger company combining our firms’ best aspects of management, creativity and practices, better suited to compete effectively with large mobile telephone service providers and other providers of wireless communications;
	•	greater cash flow per share for each company’s stockholders going forward when compared with each company’s respective current stand alone plans;
	•	the opportunity to accelerate utilization of certain consolidated tax attributes due to higher pre-tax profits expected by USA Mobility; and
	•	cost reductions and synergies, in addition to what each company expects to achieve on a stand-alone basis.

      Although the parties have entered into this transaction to allow stockholders of both companies to realize these benefits as holders of USA Mobility common stock, the cash consideration of $75 per share of Metrocall common stock, $150 million in the aggregate, is being paid to Metrocall stockholders in the cash election to increase the likelihood of preserving and accelerating utilization of Arch’s tax attributes for the benefit of holders of USA Mobility common stock.

5

Structure of the Merger and Conversion of Metrocall and Arch Stock (see page 74)

In the merger:

	•	Metrocall common stockholders will exchange two million of their shares for cash at $75 per share of Metrocall common stock and will exchange their remaining shares for USA Mobility common stock at the rate of 1.876 shares of USA Mobility common stock per share of Metrocall common stock;
	•	Arch common stockholders will exchange all of their shares for USA Mobility common stock at the rate of one share of USA Mobility common stock per share of Arch common stock;
	•	Holders of unexercised options and warrants for shares of Metrocall common stock will receive options and warrants for 1.876 shares of USA Mobility common stock per share of Metrocall common stock to which they were entitled at an exercise price equal to the exercise price per share of Metrocall common stock divided by 1.876; and
	•	All options for shares of Arch common stock will vest and holders of unexercised options for shares of Arch common stock will receive options for an equal number of shares of USA Mobility common stock at the same exercise price.

Immediately after the completion of the merger and as a result of the foregoing exchanges:

	•	Metrocall and Arch will become wholly owned subsidiaries of USA Mobility;
	•	Former Metrocall stockholders and holders of warrants and vested and unvested options for Metrocall common stock will hold USA Mobility common stock, warrants and options equivalent to approximately 27.5% of the outstanding shares of USA Mobility common stock on a fully diluted basis;
	•	Former Arch stockholders and holders of options on Arch common stock will hold USA Mobility common stock and options equivalent to approximately 72.5% of the outstanding shares of USA Mobility common stock on a fully diluted basis;
	•	USA Mobility and its subsidiaries will incur as much as $130 million of indebtedness, depending on the available cash on hand of Metrocall and Arch at the time of the closing of the merger, to pay the cash consideration to the Metrocall stockholders and fees and expenses related to the merger.

      Metrocall Exchange Ratio. The Metrocall exchange ratio of 1.876 for converting shares of Metrocall common stock was based on the fully diluted shares of Metrocall and Arch common stock and calculated to produce the 27.5%/72.5% split of the ownership of USA Mobility common stock between Metrocall and Arch stockholders. 316,007 “restricted” shares of Arch common stock awarded to ten members of Arch senior management were excluded from the number of outstanding shares of Arch common stock in determining the Metrocall exchange ratio. These restricted shares were not included because in the event these Arch officers are terminated or resign prior to vesting of their restricted shares, these shares may be repurchased at nominal cost and are effectively forfeited. Because the employment of the three most senior of these ten executives is expected to terminate upon consummation of the merger, 184,230 of their restricted shares will be effectively forfeited. If all or a portion of these 184,230 restricted shares are not repurchased at nominal cost at or prior to the merger, the merger agreement provides that the Metrocall exchange ratio will be increased so that Metrocall common stockholders on a fully diluted basis would maintain their ownership of 27.5% of USA Mobility common stock. If all 184,230 restricted shares held by these three executive officers remain outstanding at the time of the merger, the Metrocall exchange ratio would increase from 1.876 to 1.894.

      Value of USA Mobility Common Stock. USA Mobility was formed to facilitate the merger of Metrocall and Arch and is currently a wholly owned subsidiary of Metrocall. As a consequence, there has been no trading market for USA Mobility common stock. It is impossible to ascertain what the trading price of a share of USA Mobility common stock will be upon completion of the merger or any date thereafter. Because each share of Arch common stock will be exchanged for one share of USA Mobility common stock, based on the closing price of Arch common stock as reported on the NASDAQ National Market on

6

      Metrocall Cash Election.

      Here are some of the basics of the cash election:

	•	Holders of Metrocall common stock at the close of business on October 7, 2004, will be able to elect to receive cash in lieu of USA Mobility common stock for all, none or a portion of their shares by submitting a cash election form by November 5, 2004;
	•	Metrocall stockholders as a group will receive a total of $150 million of cash for two million shares of Metrocall common stock in the merger regardless of the elections made by individual Metrocall stockholders;
	•	The amount of cash an individual Metrocall stockholder actually receives may differ from what that Metrocall stockholder elected to receive depending on the total number of shares for which Metrocall stockholders as a group elected to receive cash;
	•	If Metrocall stockholders as a group elect to receive cash in lieu of USA Mobility common stock for more than two million of their shares, then each Metrocall stockholder’s number of shares exchanged for cash will be proportionately reduced so that exactly two million shares are exchanged for cash;
	•	If Metrocall stockholders as a group elect to receive cash in lieu of USA Mobility common stock for less than two million of their shares, then all Metrocall stockholders electing to receive cash with respect to some or all of their shares will receive cash for those shares and each Metrocall stockholder’s other shares will be exchanged for cash on a proportionate basis so that exactly two million shares are exchanged for cash;
	•	Holders of vested options (including options that will vest upon the effectiveness of the merger) for Metrocall common stock will be able to participate in the cash election with respect to the underlying shares of Metrocall common stock by irrevocably electing to exercise their options; and
	•	Holders of Metrocall common stock acquiring shares after October 7, 2004, but on or before November 5, 2004, will also be able to participate in the cash election with respect to such shares and should contact MacKenzie Partners, Inc. at the address and telephone number listed on the back cover of this joint proxy statement/prospectus if the holder requires a copy of the cash election form.

      The following are two examples of how the cash election could work. For the purposes of these examples, we are assuming that Metrocall has a total of 6,000,000 outstanding shares of common stock on a fully diluted basis.

	1.	Mary, an unaffiliated individual holding 500 shares of Metrocall common stock as of October 7, 2004, elects to receive cash for all 500 of her shares and all Metrocall common stockholders in the aggregate elect to receive cash for a total of four million shares.

	•	The Metrocall common stockholders will receive cash for two million of their shares or half of what they as a group have elected. Therefore each Metrocall common stockholder electing to receive cash for some or all of their shares will receive cash consideration for half of the number of shares so elected and will receive USA Mobility stock consideration for their remaining shares. Metrocall common stockholders not electing to receive cash consideration for any of their shares will receive only USA Mobility stock consideration with respect to their shares.

7

	•	Mary would receive $18,750 ($75 in exchange for each of the 250 shares of Metrocall common stock for which she is receiving cash as a result of proration), and 469 shares of USA Mobility common stock (1.876 shares of USA Mobility common stock per share in exchange for her remaining 250 shares of Metrocall common stock) as a result of the merger.
	•	The tax consequences to Mary upon her receipt of the merger consideration will depend on the consideration actually received by her and not upon the consideration she elected to receive.
	•	Mary’s ownership of USA Mobility common stock will be 469 shares as a result of the proration whereas she had elected to receive cash for all of her shares of Metrocall common stock. Of course, Mary could sell these 469 shares of USA Mobility common stock at the prevailing market price after the merger.

	2.	Betty, an unaffiliated individual holding 1,000 shares of Metrocall common stock as of October 7, 2004, elects to receive cash for only half of her 1,000 shares and all Metrocall common stockholders in the aggregate elect to receive cash for a total of one million shares.

	•	The Metrocall common stockholders as a group will receive cash for two million of their shares or twice as many as they as a group have elected. Therefore each Metrocall common stockholder electing to receive cash for some of their shares will receive cash consideration for all of their shares so elected and will also receive cash on a pro rated basis with respect to their remaining shares. In this case, Metrocall common stockholders not electing to receive cash consideration for any of their shares will receive cash for 20% of their shares.
	•	Betty would receive $45,000, $75 in exchange for each of the 500 shares of Metrocall common stock for which she made a cash election as well as for another 100 shares of Metrocall common stock as a result of the proration. She would receive 750 shares of USA Mobility common stock in exchange for her remaining 400 shares of Metrocall common stock and approximately $30 in cash in lieu of a 0.4 fractional share of USA Mobility common stock.
	•	The tax consequences to Betty upon her receipt of the merger consideration will depend on the consideration actually received by her and not upon the consideration she elected to receive.
	•	Betty’s ownership of USA Mobility common stock would be 750 shares as a result of the proration whereas by electing to receive cash for half of her shares of Metrocall common stock, she had effectively chosen to receive 938 shares of USA Mobility common stock. Of course, Betty could purchase an additional 188 shares of USA Mobility common stock at the prevailing market price after the merger.

      Metrocall and Arch have established November 5, 2004 as the deadline by which the exchange agent, EquiServe, Inc., must receive duly executed and completed cash election forms from Metrocall stockholders, although that deadline may be extended by Metrocall, in consultation with Arch, to a later date prior to consummation of the merger. Because we cannot accurately predict when necessary regulatory consents and approvals will be received, Metrocall and Arch have not considered extending the deadline date or determined what factors or conditions, if any, would trigger consideration of such extension. In the event that the deadline for making the cash election is extended, Metrocall stockholders will be notified of such extension by MacKenzie Partners, Inc., the solicitation agent, or EquiServe, Inc., the exchange agent. In addition, any Metrocall stockholder may revoke its cash election at any time prior to 5 p.m. EST on November 5, 2004, or such later date to which the deadline for making the cash election may be extended.

      For a more complete description of the cash election rules, see “The Merger — Structure of the Merger and Conversion of Metrocall and Arch Stock” and “— Metrocall Stockholder Cash Elections” beginning on page 74. For a more complete description of the possible tax implications of a Metrocall common stockholder’s receipt of cash consideration and stock consideration, see “— Tax Consequences” below and “The Merger — Material United States Federal Income Tax Consequences of the Merger” beginning on page 78.

8

      Determination of the Merger Consideration. The ownership split of USA Mobility and the cash consideration to be received by Metrocall stockholders were determined through negotiations between the two companies and reflect the relative revenues and cash flows in recently completed fiscal quarters, and each company’s projected revenue and cash flows through 2008, at the time of such negotiations and other factors that the boards of directors of Metrocall and Arch considered relevant. The cash consideration of $75 per share of Metrocall common stock to be paid to holders of two million shares of Metrocall common stock, $150 million in the aggregate, and the transfer restrictions on USA Mobility common stock comparable to the restrictions currently in place on Arch common stock, are intended to increase the likelihood of preserving Arch’s tax attributes for the benefit of USA Mobility. Arch’s tax attributes consist principally of tax basis in depreciable and amortizable assets. Depreciating and amortizing this tax basis over the remaining useful life of the these assets is anticipated to generate tax deductions to reduce future taxable income of the combined company, resulting in a higher after-tax cash flow of USA Mobility, which leaves more cash available for dividends, stock repurchases, and other corporate activities. These tax attributes are reflected as net deferred tax assets in the aggregate amount of $219.6 million in Arch’s consolidated financial statements for the fiscal quarter ended June 30, 2004.

Metrocall Stockholder Reaction to Merger (see page 29)

      Since the public announcement of the merger, several Metrocall stockholders have expressed dissatisfaction with the terms of the merger, pointing, in part, to the decline in the trading price of Metrocall common stock from $74.94 on the day before the merger was publicly announced to $64.85 on September 30, 2004, or 13.5%, and a decline of more than 7.7% on the day the merger was publicly announced. Following public announcement of the merger, two Metrocall stockholders, PPM America and Scion Capital, holding an aggregate of approximately 10.5% of Metrocall’s common stock as set forth in Schedules 13D filed with the SEC on April 6, 2004 and May 28, 2004, respectively, have each attached correspondence to Metrocall as exhibits to their Schedules 13D expressing their opposition to the merger. In addition, two purported shareholder class action complaints have been filed by Metrocall stockholders alleging, among other things, that the Metrocall directors violated their fiduciary duties to Metrocall shareholders in connection with the proposed merger. These complaints seek compensatory relief as well as an injunction to prevent consummation of the merger. Metrocall and Arch believe that these complaints are wholly without merit and intend to vigorously contest the actions.

      Metrocall’s board of directors continues to believe that the merger is fair and in the best interests of Metrocall stockholders. The dissatisfaction with the terms of the merger expressed by certain of Metrocall’s stockholders may indicate that it will be difficult to obtain the required approval of Metrocall stockholders for the merger or to otherwise consummate the merger. As approval of the merger requires the affirmative approval of the holders of at least a majority of the outstanding common stock of Metrocall, even a small number of negative votes could defeat the merger if holders of less than all of the outstanding shares of Metrocall common stock vote on the merger. Additionally, if holders of more than 8% of Metrocall’s fully-diluted common stock timely exercise and perfect their right to seek appraisal of their Metrocall common shares, either Metrocall or Arch could abandon the merger altogether. Alternatively, Metrocall and Arch could mutually waive this condition to completion of the merger. As a consequence, Metrocall would be required to pay in cash the fair value of Metrocall common stock (exclusive of any element of value arising from the accomplishment or expectation of Metrocall’s merger with Arch) in an amount determined by the Delaware Chancery Court following the effective date of the merger to those seeking appraisal for their shares, which amount could be more or less than the value of the consideration offered to Metrocall stockholders in the merger. See “Risk Factors — Some Metrocall stockholders have expressed dissatisfaction with the terms of the merger” on page 29.

Recommendation of the Boards of Directors and Opinions of Financial Advisors (see page 54)

      Metrocall Stockholders. The Metrocall board of directors has determined that the merger agreement and the transactions contemplated by the merger agreement are advisable and in the best interests of Metrocall stockholders and unanimously recommends that the Metrocall stockholders vote FOR the adoption of the merger agreement. Under the merger agreement, if the Metrocall board changes its recommendation or

9

      Arch Stockholders. The Arch board of directors has determined that the merger agreement and the transactions contemplated by the merger agreement are advisable and in the best interests of Arch stockholders and, by the unanimous vote of the independent directors of the Board, recommends that the Arch stockholders vote FOR the adoption of the merger agreement. Under the merger agreement, if the Arch board changes its recommendation or recommends a competing transaction, Metrocall may terminate the agreement and collect a $12 million termination fee.

      Opinion of Metrocall’s Financial Advisor. In deciding to approve the merger, the Metrocall board of directors considered the opinion of its financial advisor, Lazard Freres & Co. LLC, that, as of the date of its opinion, and based on and subject to the matters described in its opinion, the merger consideration was fair, from a financial point of view, to the holders of Metrocall common stock — other than excluded shares, such as treasury shares and shares entitled to receive appraisal under Delaware law. The full text of this opinion is attached as Annex F to this joint proxy statement/ prospectus. Metrocall urges its stockholders to read the opinion of Lazard in its entirety. In consideration of the services provided by Lazard, in addition to indemnifying Lazard for liabilities arising out of the engagement and reimbursing Lazard for its out-of-pocket expenses, Metrocall has paid Lazard an initial fee of $300,000 and has agreed to pay a success fee of $2,700,000 payable upon the consummation of the merger.

      Opinion of Arch’s Financial Advisor. In deciding to approve the merger, the Arch board of directors considered the opinion of its financial advisor, Bear, Stearns & Co. Inc., that, as of the date of its opinion, and based upon and subject to the matters described in its opinion, the merger consideration was fair, from a financial point of view, to the public common stockholders of Arch. The full text of this opinion is attached as Annex G to this joint proxy statement/ prospectus. Arch urges its stockholders to read the opinion of Bear Stearns in its entirety. Arch has agreed to pay Bear Stearns fees totaling $1,750,000, of which $1,150,000 is contingent upon the successful completion of the merger.

Appraisal Rights (see page 83)

      Under Delaware law, Arch stockholders are not entitled to appraisal rights in connection with the merger. However, holders of Metrocall common stock who submit a written demand for appraisal of their shares and who comply with the other applicable statutory procedures under Delaware law, including not voting in favor of adoption of the merger agreement, will be entitled to appraisal rights and to receive payment in cash for the fair value of their shares as determined by the Delaware Chancery Court.

The Special Meetings (see page 35)

      Special Meeting of Metrocall’s Stockholders. The Metrocall special meeting will be held at the Sheraton Suites, 801 North Saint Asaph Street, Alexandria, Virginia, on November 8, 2004, starting at 10:00 a.m., local time. At the Metrocall special meeting, Metrocall will ask its stockholders to vote upon a proposal to adopt the merger agreement and to consider any other matters that may properly come before the special meeting.

      You may vote at the Metrocall special meeting if you owned Metrocall common stock at the close of business on October 7, 2004. On that date there were 5,630,670 shares of Metrocall common stock outstanding and entitled to vote. You may cast one vote for each share of Metrocall common stock that you owned on that date. In order for holders of Metrocall common stock to adopt the merger agreement, holders of a majority of the outstanding shares of Metrocall common stock entitled to vote as of October 7, 2004, must vote in favor of adopting the merger agreement.

      Less than 1% of the outstanding shares of Metrocall common stock entitled to vote to adopt the merger agreement were held by Metrocall directors and executive officers and their affiliates as of October 7, 2004. We currently expect that Metrocall’s directors and executive officers will vote their shares in favor of the merger, although none of them has entered into any agreements obligating them to do so.

10

      Special Meeting of Arch’s Stockholders. The Arch special meeting will be held at Wilmer Cutler Pickering Hale and Dorr LLP, 60 State Street, Boston, Massachusetts, on November 8, 2004, starting at 10:00 a.m., local time. At the Arch special meeting, Arch will ask its stockholders to vote upon a proposal to adopt the merger agreement and to consider any other matters that may properly come before the special meeting.

      You may vote at the Arch special meeting if you owned Arch common stock at the close of business on October 7, 2004. On that date there were 19,657,094 shares of Arch common stock outstanding and entitled to vote. You may cast one vote for each share of Arch common stock that you owned on that date. In order for holders of Arch common stock to adopt the merger agreement, holders of a majority of the outstanding shares of Arch common stock entitled to vote as of October 7, 2004 must vote in favor of adopting the merger agreement.

      Approximately 5.16% of the outstanding shares of Arch common stock entitled to vote to adopt the merger agreement were held by Arch directors and executive officers and their affiliates as of October 5, 2004. We currently expect that Arch’s directors and executive officers will vote their shares in favor of the merger, although none of them has entered into any agreements obligating them to do so.

Board of Directors and Management Following the Merger (see page 127)

      Upon completion of the merger, the board of directors of USA Mobility will consist of nine individuals, four of whom were designated by Metrocall, and four of whom were designated by Arch. The ninth director, David C. Abrams, a representative of Abrams Capital, a significant shareholder of Arch, was proposed by Arch and accepted by Metrocall.

      Royce Yudkoff, Chairman of Metrocall, will become Chairman of the Board of USA Mobility. Metrocall’s additional board designees, all of whom are current directors of Metrocall, are Vincent D. Kelly, who will become Chief Executive Officer of USA Mobility, Nicholas A. Gallopo and Brian O’Reilly. Arch’s board designees are James V. Continenza, Matthew Oristano, William E. Redmond, Jr. and Richard A. Rubin, each of whom is currently a director of Arch.

Interests of Directors and Executive Officers in the Merger (see page 68)

      Vincent D. Kelly, currently Metrocall’s President and Chief Executive Officer, will become the President and Chief Executive Officer of USA Mobility as well as a member of USA Mobility’s board of directors. Mr. Kelly will enter into a new employment agreement with USA Mobility and will receive a special transaction bonus of $1,000,000 upon completion of the merger. Royce Yudkoff, currently the chairman of Metrocall’s board of directors, will become the chairman of USA Mobility’s board of directors. Furthermore, all options for Metrocall common stock held by Metrocall directors, other than Mr. Kelly, will vest upon consummation of the merger and the Metrocall directors will, by exercise of their options, be able to participate in the cash election with respect to the underlying shares of Metrocall common stock.

      In addition to Messrs. Kelly and Yudkoff, Messrs. Gallopo, O’Reilly, Continenza, Oristano, Redmond and Rubin have been designated to serve on USA Mobility’s board of directors. Each of these individuals may be entitled to customary compensation for serving on USA Mobility’s board of directors, including compensation for service as a board member, grants of options and shares of common stock under USA Mobility’s equity incentive plan, and additional compensation and reimbursement of expenses for attending meetings and serving on committees. Any such compensation and reimbursement will be determined by USA Mobility’s board of directors following completion of the merger. In addition, Eugene I. Davis, a member of Metrocall’s board of directors, was a member of the board of directors of Aquis Communications Group, Inc., a customer and regional competitor of Metrocall, at the time of Metrocall board’s deliberations concerning the merger. Mr. Davis resigned from the board of directors of Aquis in September 2004.

      USA Mobility will indemnify current and former directors and officers of Metrocall and Arch and their subsidiaries for six years following the merger for any matters arising out of their positions with Metrocall or Arch prior to the merger. USA Mobility is required by the merger agreement to maintain insurance coverage

11

Treatment of Stock Options and Restricted Stock (see page 77)

      Metrocall. At the time of the merger, each outstanding option and warrant to purchase common stock of Metrocall will be converted into an option or warrant, as the case may be, to purchase the number of shares of common stock of USA Mobility determined by multiplying the number of shares subject to the original option or warrant by 1.876, the Metrocall exchange ratio, at an exercise price determined by dividing the exercise price of the original option or warrant by 1.876, and otherwise on the same terms and conditions as were applicable to such Metrocall stock options and warrants. Holders of vested options will have the right to elect to exercise their vested options at the time of the merger and would be treated as Metrocall common stockholders with respect to the shares of Metrocall common stock received from exercising their vested options. Rights to receive unissued shares of Metrocall common stock pursuant to the Metrocall Plan of Reorganization will become rights to receive, for each share of Metrocall common stock subject to those rights, 1.876 shares of USA Mobility common stock, subject to the terms and conditions of the Metrocall Plan of Reorganization.

      Arch. At the time of the merger, outstanding options to purchase common stock of Arch will be converted into options to purchase the same number of shares of common stock of USA Mobility on the same terms and conditions as were applicable to such Arch stock options. Rights to receive any unissued shares (or issued but restricted shares) of Arch common stock pursuant to the Arch Plan of Reorganization will become rights to receive shares of the same number of shares of common stock of USA Mobility, subject to the terms and conditions of the Arch Plan of Reorganization and/or the applicable restricted stock agreement.

Tax Consequences (see page 78)

      The merger has been structured so as to qualify as a tax-free exchange for United States federal income tax purposes. Latham & Watkins LLP, counsel to Arch, and Schulte Roth & Zabel LLP, counsel to Metrocall, have delivered opinions dated October 5, 2004, based on currently applicable law, subject to factual representation letters that will be reconfirmed at the closing of the merger, and subject to certain assumptions and other qualifications, that the merger will qualify as a nontaxable transaction for United States federal income tax purposes, except with respect to the receipt of cash by Metrocall stockholders. No gain or loss will be recognized by Metrocall, Arch or the Arch stockholders solely as a result of the merger. The tax consequences to a Metrocall stockholder in such case depend upon the consideration received by the stockholder:

	•	Holders of Metrocall common stock who receive solely shares of USA Mobility common stock pursuant to the Metrocall merger will not recognize any gain or loss;
	•	Holders of Metrocall common stock who receive solely cash for their Metrocall common stock will generally recognize gain or loss equal to the difference between the amount of cash received for their Metrocall common stock and their tax basis in their shares of Metrocall common stock;
	•	Holders of Metrocall common stock who receive a combination of (1) USA Mobility common stock and (2) cash (i) pursuant to their cash election rights (ii) pursuant to their appraisal rights, (iii) as a consequence of the proration of cash consideration if holders of Metrocall common stock, as a group, elect to exchange less than two million of their shares for cash or (iv) in lieu of a fractional share of USA Mobility, for their Metrocall common stock will not recognize any loss they may realize. Such holders will generally recognize gain equal to the lesser of (1) the amount of cash received and (2) the aggregate gain realized in the transaction (i.e., the excess of the fair market value of the USA Mobility common stock at the effective time of the merger plus the amount of cash received over their tax basis in their Metrocall common stock); and

12

	•	All or a portion of any gain recognized by a Metrocall stockholder may be treated as ordinary income rather than capital gain.

      Tax matters relating to the merger are very complicated and the tax consequences of the merger to you will depend on the facts of your own situation. You are urged to consult your own tax advisors for a full understanding of the tax consequences of the merger to you.

Restrictions on Transfer of USA Mobility Common Stock (see page 106)

      To increase the likelihood of preserving Arch’s tax attributes for the benefit of USA Mobility described in the risk factors beginning on page 33, USA Mobility’s amended and restated certificate of incorporation provides for restrictions on transfer of USA Mobility common stock intended to prevent Arch from experiencing an indirect “ownership change,” as such term is defined in section 382 of the Internal Revenue Code. These restrictions on transfer apply only to the transfer of USA Mobility common stock by or to a 5% shareholder of USA Mobility common stock, and to transfers of USA Mobility common stock that would cause a person or group to become a 5% shareholder of USA Mobility common stock. For these purposes, the term “5% shareholder” is defined under Section 382 of the Internal Revenue Code, as described in the risk factors beginning on page 32. Generally, transfers of USA Mobility stock expected to result in an indirect cumulative ownership change of greater than 45% of Arch will be subject to the prior approval of the USA Mobility board of directors. Transfers of USA Mobility stock expected to result in an indirect cumulative ownership change of greater than 47% of Arch will be prohibited.

      Arch believes that, since its emergence from bankruptcy proceedings, Arch has undergone a cumulative change in ownership of approximately 17%, as of June 15, 2004. Assuming consummation of the merger as of that date, Arch believes the resulting cumulative change in ownership would be approximately 39%. The determination of this percentage ownership change is dependent on provisions of the tax law that are subject to varying legal and factual interpretations and on facts that are not precisely determinable at this time. Therefore, the cumulative change in ownership, assuming consummation of the merger, may be more or less than 39% and, in any event, may increase by reason of transactions in Arch’s common stock subsequent to June 15, 2004 by Arch’s 5% shareholders. Any such increases in the cumulative change in ownership would increase the risk that, upon consummation of the merger, the transfer restrictions would apply to transfers of USA Mobility common stock by or to 5% shareholders, or to persons who would become 5% shareholders as a result of such transfer.

Overview of the Merger Agreement (see page 84)

      Conditions to the Completion of the Merger. Each of Metrocall’s and Arch’s obligation to complete the merger is subject to the satisfaction or, where permitted, waiver of specified conditions, including those listed below:

	•	the merger agreement must be adopted by the stockholders of both Metrocall and Arch;
	•	the applicable waiting period under U.S. antitrust laws, as may be extended, must expire or be terminated;
	•	the final approval of the Federal Communications Commission must be obtained;
	•	each of Metrocall and Arch must receive an opinion of our respective tax counsel dated the closing date of the merger which confirms the opinion that we have already received to the effect that the merger will qualify as an exchange to which Section 351 of the Internal Revenue Code applies in the case of Metrocall stockholders and to which Section 351 or Section 368(a)(2)(E) of the Internal Revenue Code applies in the case of Arch stockholders; and
	•	appraisal may not be properly demanded with respect to more than eight percent of the fully diluted shares of Metrocall common stock, including the shares of Metrocall common stock that are outstanding or issuable upon exercise of options or warrants, or under the Metrocall Plan of Reorganization.

13

      The stockholder approval conditions and the FCC and antitrust conditions noted above may not be waived because completing the merger absent satisfaction of any those conditions would not comply with applicable law. Further, neither company intends to waive the confirming tax opinions conditions noted above because neither company intends the merger to be a taxable transaction to USA Mobility or the issuance of the USA Mobility shares to be a taxable transaction to their stockholders. Metrocall and Arch may mutually decide to waive the condition with respect to the appraisal demand by Metrocall stockholders. At this time, the respective boards of Metrocall and Arch have not determined under what circumstances they would waive this condition or whether they would re-solicit stockholder approval to seek to authorize such waiver.

      In addition, USA Mobility will have to obtain financing prior to the merger in order to pay the cash consideration to the Metrocall stockholders pursuant to the cash election. The amount of financing is undetermined at this time, but may be up to as much as $130 million depending on the available cash on hand of each of Metrocall and Arch when the other conditions to the merger have been satisfied. The respective boards of directors of Metrocall and Arch have discussed with their financial advisors the possible means of arranging the financing and believe that based upon the historical and anticipated cash flows of Metrocall and Arch, USA Mobility will be able to obtain and finalize financing on commercially reasonable terms within a short period of time following the stockholder meetings. Although we intend to complete the financing arrangement concurrent with the merger, we do not expect to have finalized all of the terms of the financing by the time of the Metrocall and Arch stockholder meetings.

      If the financing is not obtained, either party may abandon the merger after the merger agreement terminates by its terms on December 31, 2004, except that if the only condition to closing remaining unfulfilled is for USA Mobility to have sufficient funds at the closing, either party may unilaterally extend the merger agreement by an additional sixty days to March 2, 2005 to give USA Mobility additional time to finalize the financing.

      Waivers and Amendments. Under the terms of the merger agreement, after the adoption of the merger agreement by the stockholders of Metrocall and Arch, waivers and amendments to the provision of the merger agreement may not be made without the approval of Metrocall and Arch stockholders, unless such approval is not required to be obtained under the Delaware General Corporate Law.

      Termination of the Merger Agreement. Metrocall and Arch can jointly agree to terminate the merger agreement at any time. Either company may also terminate the merger agreement if:

	•	the merger is not completed on or before December 31, 2004, as may be extended by either party for not more than 60 days in the event that all conditions to closing are satisfied, but the financing necessary to fund the cash consideration to be paid to Metrocall stockholders has not been obtained;
	•	any of the conditions to closing specified in the merger agreement, including those listed above under the heading “Conditions to the Completion of the Merger,” would not be met;
	•	the other company’s board of directors changes its recommendation in respect of the merger consistent with the merger agreement or recommends a competing transaction; or
	•	that company exercises its fiduciary out to terminate the merger agreement, pays a termination fee to the other company and enters into a competing transaction.

      Termination Fees. The merger agreement provides that Metrocall or Arch may be required to pay a $12 million termination fee to the other party in the event that the merger agreement is terminated under specified circumstances.

      “No Solicitation” Provisions. The merger agreement contains detailed provisions prohibiting Metrocall and Arch from seeking an alternative transaction. These “no solicitation” provisions prohibit Metrocall and Arch, as well as their officers, directors, subsidiaries and representatives, from taking any action to solicit an acquisition proposal as described on page 86. The merger agreement does not, however, prohibit either party or its respective board of directors from considering, and potentially recommending, an unsolicited bona fide written superior proposal from a third party as described on pages 86 through 87.

14

      Regulatory Matters. Under U.S. antitrust laws, we may not complete the merger until we have notified the Antitrust Division of the Department of Justice and the Federal Trade Commission of the merger and until a statutory required waiting period has ended. We have filed the required information and materials to notify the Department of Justice and the Federal Trade Commission of the merger, and as a result of interagency agreements between them, the Department of Justice will be reviewing our filings. On May 5, 2004, the Department of Justice made a request for additional information and documentary material, thereby extending the statutory pre-merger waiting period until 30 days after Metrocall and Arch “substantially comply” with this request, unless the waiting period is terminated earlier or extended with the consent of Metrocall and Arch. We filed Metrocall’s and Arch’s responses to the second request on July 26, 2004, and August 3, 2004, respectively, and are cooperating with representatives of the Department of Justice as they conduct their review. The DOJ advised Metrocall and Arch on September 9, 2004, that the DOJ’s review of the companies’ filings and additional information and documentary material will not be completed until early October 2004. The DOJ subsequently advised Metrocall and Arch on October 5, 2004 that its review was continuing and would not be completed until sometime during October 2004.

      To complete the merger, we must also obtain the approval of the Federal Communications Commission. We have filed the necessary applications with the FCC, and the FCC is reviewing those applications.

      We cannot assure you that we will obtain all regulatory approvals to complete the merger or that the granting of these approvals will not involve the imposition of conditions on the completion of the merger or require changes to the terms of the merger. Neither Metrocall nor Arch is obligated to agree to any such conditions or changes. As a result, these conditions or changes could result in the conditions to the merger not being satisfied by December 31, 2004, and the merger being abandoned.

      Accounting Treatment. We intend to account for the merger under the purchase method of accounting for business combinations. We anticipate that Arch will be the acquiring company for accounting purposes, which means that, upon consummation of the merger, Arch’s assets and liabilities will be reported by USA Mobility at Arch’s historical cost and Metrocall’s assets and liabilities will be recorded at their respective fair values as of the time of the merger.

      Completion and Effectiveness of the Merger. We will complete the merger as soon as reasonably practicable after all of the conditions to completion of the merger are satisfied or waived in accordance with the merger agreement. The merger will become effective when we file certificates of merger with the State of Delaware. We currently plan to complete the merger in the middle of the fourth quarter of 2004.

      Amendment. On October 5, 2004, Metrocall and Arch entered into an amendment to the merger agreement that was duly authorized and approved by their respective boards of directors. The amendment provides that the board of directors of USA Mobility, other than Mr. Abrams, would be appointed and meet prior to the effectiveness of the merger to form the audit, compensation and nominating and governance committees. In addition, the amendment permits Arch to amend its option plan to extend the period during which directors who will not become directors of USA Mobility may exercise their vested options from 60 days to 210 days following the merger.

Risk Factors (see page 25)

      In considering whether to adopt the merger agreement, you should consider certain risks of the merger. We urge you to read carefully all of the factors described in “Risk Factors” before voting.

15