Edgar Filing: ARCH WIRELESS INC

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1

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(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [X]
For the Fiscal Year Ended DECEMBER 31, 2002
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period from_________________ to_________________
Commission file number 0-23232

ARCH WIRELESS, INC.
(Exact name of Registrant as specified in its Charter)

DELAWARE 31-1358569
(State of incorporation) (I.R.S. Employer Identification No.)

1800 WEST PARK DRIVE, SUITE 250
WESTBOROUGH, MASSACHUSETTS 01581
(address of principal executive offices) (Zip Code)

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

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE
SECURITIES EXCHANGE ACT OF 1934:
COMMON STOCK PAR VALUE $0.001 PER SHARE

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934:
COMMON STOCK PAR VALUE $0.001 PER SHARE
(Title of class)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES [X] NO [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K __________

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2).
YES [ ] NO [X]

The aggregate market value of the voting stock held by non-affiliates of the
Registrant at June 28, 2002 was approximately $12,911,461.

Indicate by check mark whether the Registrant (1) has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. YES [X] NO [ ]

The number of shares of Registrant's common stock outstanding on March 27, 2003
was 18,712,944.

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EXPLANATORY NOTE

This Amendment No. 1 to the Company's Annual Report on Form 10-K for
the year ended December 31, 2002 that was originally filed with the Securities
and Exchange Commission on March 28, 2003 is being filed to provide the
information required by Items 10, 11, 12 and 13 of Part III.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

DIRECTORS

Currently, our board of directors is comprised of nine directors. Our
directors are elected annually by the stockholders and hold office until the
next annual meeting and until successors are elected and qualified or until
death, resignation or removal. Vacancies and newly created directorships
resulting from any increase in the authorized number of directors may be filled
until the next annual meeting of stockholders by a majority of directors then in
office

Set forth below are the names of each member of our board of directors,
their ages, the year in which each first became one of our directors, their
principal occupations and employment during the past five years and the names of
other public companies of which they serve as a director.

NAME AND PERIOD OF SERVICE AS A POSITIONS WITH ARCH, PRINCIPAL OCCUPATIONS AND
DIRECTOR AGE EMPLOYMENT OVER PAST FIVE YEARS, AND DIRECTORSHIPS
------------------------------- --- ------------------------------------------------------------

C. Edward Baker, Jr. 52 Chief executive officer of Arch since 1988 and chairman of
Director since 1986 the board of Arch since 1989.

William C. Bousquette 66 Senior vice president and chief financial officer of Texaco,
Director since 2002 Inc. from January 1995 until retiring in December 1996;
director of InterTAN, Inc. and Gadzooks, Inc.

James V. Continenza 40 President and chief executive officer since September 2002 of
Director since 2002 Teligent, Inc., a provider of fixed-wireless broadband
services that filed for bankruptcy protection in May 2001,
chief operating officer of Teligent, Inc. from May 2001 to
September 2002 and its senior vice president of strategic
operations from September 2000 to May 2001; president and
chief executive officer of Lucent Technologies Product
Finance, which was a division of The CIT Group, Inc., a
financial services company, from April 1999 to September
2000; senior vice president--worldwide sales and marketing
of Lucent Technologies Product Finance from September 1997
to April 1999; director of Teligent, Inc.

Eric Gold 40 Senior vice president of CRT Capital Group LLC, a securities
Director since 2002 research and brokerage firm, since March 2003;
telecommunications analyst at Dresdner Kleinwort
Wasserstein, the investment bank of Dresdner Bank AG, from
May 1997 to March 2003.

Carroll D. McHenry 60 Chairman of the board, president, chief executive officer of
Director since 2002 Heartland Wireless Communications, Inc., a wireless cable
television company that filed for bankruptcy protection in
December 1998, and Heartland's successor company, Nucentrix
Broadband Networks, Inc., since April 1997.

Matthew Oristano 46 President and chief executive officer of Alda Inc., an
Director since 2002 investment management company, since 1995; chairman of the
board and chief executive officer of People's Choice TV
Corp., a wireless communications company, from April 1993 to
September 1999.

William E. Redmond, Jr. 43 President and chief executive officer from December 1996 to
Director since 2002 February 2003 and chairman of the board since 1999 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; director of Tokheim Corporation since
November 2000 and chairman of the oversight committee of the
board of Tokheim since November 2002; director of WKI
Holding Company, Inc., which operates principally through
its subsidiary World Kitchen, Inc., since January 2003.

Samme L. Thompson 57 President of Telit Associates, Inc., a financial and
Director since 2002 strategic advisory firm, since April 2002; senior vice
president of Motorola Corporation from July 1999 until April
2002; chief financial officer of NetCom Solutions
International, Inc., a provider of network and logistics
integration services, from April 1998 to June 1999;
president of Telit Associates, Inc. from 1994 to 1999;
director of Conseco, Inc.

Carroll R. Wetzel, Jr. 59 Vice chairman of Arch since May 2002; chairman of the board
Director since 2002 of Safety Components International, Inc., a supplier of
automotive airbag fabric and cushions and technical fabrics,
since October 2000; managing director of Chemical Bank/Chase
Manhattan from 1988 until retiring in 1996; has agreed to
become a director of Laidlaw Inc. upon its emergence from
bankruptcy protection.

All of our current directors, other than Mr. Baker, were appointed by
our secured lenders as part of our reorganization proceedings under chapter 11
of the bankruptcy code.

EXECUTIVE OFFICERS

Our current executive officers are as follows:

C. Edward Baker, Jr. 52 Chief executive officer of Arch since 1988 and chairman of
the board of Arch since 1989.

Lyndon R. Daniels 50 President and chief operating officer of Arch since January
1998; president and chief executive officer of Pacific Bell
Mobile Services, a subsidiary of SBC Communications Inc.,
from November 1993 to December 1997.

J. Roy Pottle 44 Executive vice president and chief financial officer of Arch
since February 1998; vice president and treasurer of Jones
Intercable, Inc., a cable television operator, from October
1994 to February 1998.

Paul H. Kuzia 60 Executive vice president, technology and regulatory affairs
of Arch since September 1996; vice president, engineering and
regulatory affairs of Arch from 1988 to September 1996.

Patricia A. Gray 48 Senior vice president, general counsel and secretary of Arch
since May 2000; vice president, general counsel and secretary
of Arch from January 2000 to May 2000; vice president and
general counsel of Arch from June 1999 to January 2000; prior
to June 1999, vice president, general counsel and secretary
of MobileMedia Corporation, which filed for bankruptcy
protection in January 1997.

The foregoing individuals were our executive officers at the time that
our Chapter 11 bankruptcy proceedings commenced on December 6, 2001.

Our executive officers are elected by the board of directors and hold
office until their successors are elected or until their earlier death,
resignation or removal.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires our
directors, executive officers and holders of more than 10% of our common stock
to file initial reports of ownership and reports of changes in ownership of our
common stock with the Securities and Exchange Commission. We believe that during
2002 our reporting persons complied with all section 16(a) filing requirements,
except that Messrs. Baker, Daniels, Pottle and Kuzia and Ms. Gray each filed a
late Form 4 to report their deemed acquisition of common stock on November 5,
2002. These shares were actually issued on April 8, 2003 but were deemed issued
on November 5, 2002 because all conditions to their issuance had been satisfied
on that date.

ITEM 11. EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The annual and long-term compensation of our chief executive officer
and other executive officers named below was as follows for the years ended
December 31, 2000, 2001 and 2002:

LONG-TERM
COMPENSATION
ANNUAL COMPENSATION ---------------------
------------------------------------ OPTIONS
OTHER TO
ANNUAL RESTRICT- PURCHASE ALL OTHER
COMPEN- ED STOCK COMMON COMPEN-
NAME AND PRINCIPAL POSITION BONUS ($) SATION ($) AWARDS STOCK SATION
DURING 2002 YEAR SALARY ($) (1) (2) (#)(3) (#)(4) ($)(5)
----------- ---- ---------- --------- ---------- --------- -------- ---------

C. Edward Baker, Jr................ 2002 $607,200 $1,023,000 $4,584 249,663 -- $427,766
Chairman and chief 2001 601,431 230,000 3,400 -- -- --
executive officer 2000 532,200 371,250 4,990 -- 951,000 --
Lyndon R. Daniels.................. 2002 379,000 527,400 3,666 146,445 -- --
President and chief 2001 383,277 160,000 3,400 -- -- --
operating officer 2000 348,200 224,130 3,500 -- 607,000 --
J. Roy Pottle...................... 2002 312,200 452,500 2,200 118,215 -- --
Executive vice president 2001 309,892 130,000 2,100 -- -- --
and chief financial officer 2000 282,200 166,290 3,191 -- 452,000 --
Paul H Kuzia....................... 2002 236,000 215,000 3,666 73,223 -- --
Executive vice president, 2001 234,461 80,000 3,400 -- -- --
technology and regulatory 2000 216,000 121,485 3,509 -- 322,300 --
affairs
Patricia A. Gray................... 2002 229,000 189,200 4,125 29,113 -- --
Senior vice president, 2001 227,461 60,000 3,037 -- -- --
general counsel and 2000 206,773 100,620 1,516 -- 232,500 --
secretary

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(1) Represents bonus paid in such fiscal year with respect to prior year.
Information for bonus compensation paid in 2002 includes retention bonuses
paid to Messrs. Baker, Daniels, Pottle and Kuzia and Ms. Gray pursuant to
our retention plan in the amounts of $363,000, $300,000, $300,000, $100,000
and $100,000, respectively. See "--Retention Plan" below. Information for
bonus compensation paid in 2002 to Mr. Baker also includes $210,000
reimbursed during 2002 for the payment of taxes in connection with the
cancellation of $427,766 of indebtedness owed by Mr. Baker to us in
connection with our chapter 11 reorganization. See "--Executive Employment
Agreements and Loans" below.

(2) Represents matching contributions paid under our 401(k) plan, except as
otherwise indicated.

(3) Represents shares of restricted stock issued upon the effective date of our
plan of reorganization. See "--2002 Stock Incentive Plan" below.

(4) No stock appreciation rights were granted to any of the named executive
officers during 2000, 2001 or 2002.

(5) Represents indebtedness owed to us by Mr. Baker that was cancelled in
connection with our chapter 11 reorganization. See "--Executive Employment
Agreements and Loans" below.

EXECUTIVE EMPLOYMENT AGREEMENTS AND LOANS

We are a party to executive employment agreements with each of Messrs.
Baker, Daniels and Pottle. Each of the executive employment agreements has a
term of three years expiring on May 29, 2005 and will automatically renew from
year to year thereafter unless terminated by either party at least 90 days prior
to any renewal date. Under these agreements, Messrs. Baker, Daniels and Pottle
are entitled to

receive annual base salaries of $600,000, $379,000 and $305,000, respectively,
subject to review and adjustment after 2002 by the board of directors, and other
bonuses and benefits.

In the event that the employment of an executive is terminated by us
prior to a change in control other than for cause, disability or death, or by
the executive for good reason, the executive will be entitled to receive:

- a lump sum cash payment equal to the executive's annual base
salary in effect at the time of the termination;

- a lump sum cash payment of a pro rata portion of the annual bonus
for which the executive would have been eligible for the fiscal
year in which the executive's employment is terminated;

- for a period of nine months from the first anniversary of the
date of termination, continuation payments equal to the amount by
which the executive's monthly base salary immediately prior to
his termination exceeds the executive's new monthly base salary;
and

- for the period during which cash benefits are available,
continuation of family medical benefits similar to those received
prior to termination, unless the executive becomes entitled to
receive substantially equivalent benefits from another employer.

In the event that the employment of an executive is terminated by us
following a change in control but prior to January 1, 2004 without cause or by
the executive for good reason, the executive will be entitled to receive:

- a lump sum cash payment equal to 21 months of the executive's
monthly base salary at the highest monthly rate paid during the
term of the agreement;

- a lump sum cash payment of a pro rata portion of the annual bonus
for which the executive would have been eligible for the fiscal
year in which the executive's employment is terminated; and

- for a period of 21 months from the date of termination, employee
benefits, including family benefits, similar to those received
prior to termination, unless the executive becomes entitled to
receive substantially equivalent benefits from another employer.

In the event an executive resigns without good reason, he will be
entitled to receive a lump sum cash payment equal to the amount of unpaid base
salary, deferred compensation and accrued vacation pay through the termination
date.

Good reason is defined to include, among other things, a material
reduction in employment position or responsibilities, the inability of the
executive to perform his duties as a result of disability, the relocation of the
executive more than 50 miles from his regular place of business or, in the case
of Mr. Baker, ceasing to be our chief executive officer or a member of our board
of directors. Following termination of employment without good reason or for
cause, each executive has agreed not to compete with us or solicit our employees
or business for one year.

All restricted stock and options, if any, held by the executive will
become immediately exercisable or vested in full upon a change of control, as
defined in the agreement. Additionally, if the executive would receive benefits
upon a change of control that would be qualified as "excess parachute payments"
under the "golden parachute provision" of the Internal Revenue Code, payments
that we are required to pay to the executive will be reduced if such a reduction
would result in a larger after tax benefit to the executive.

Prior to our chapter 11 reorganization and before the enactment of the
Sarbanes-Oxley Act, we had made a loan to Mr. Baker bearing interest at 4.99%
annually. Upon the effective date of our plan of reorganization on May 29, 2002,
the unpaid amount of this indebtedness, approximately $428,000, was cancelled.

RETENTION PLAN

We adopted a retention plan to assist in retaining the services of key
employees and in focusing key employees on our chapter 11 reorganization
efforts. Retention bonuses are being paid to Messrs. Baker, Daniels, Pottle and
Kuzia and Ms. Gray in the amounts of $726,000, $600,000, $600,000, $200,000 and
$200,000, respectively.

Each retention bonus is payable in three installments if the eligible
employee is employed on the date each installment is due; provided that if any
eligible employee's employment is terminated by us other than for cause,
disability or death, each as defined in the retention plan, then all unpaid
installments of the retention bonus payments will be immediately due and payable
to the employee as of his or her termination of employment. Similarly, if a
change in control, as defined in the retention plan, occurs prior to the payment
of the final installment then all unpaid installments will be immediately due
and payable to all eligible employees. If we are liquidated or commence a plan
of liquidation prior to a change in control, then all installments not yet
payable shall be forfeited.

The first and second installments of 25% each of the retention bonus
were paid on May 29, 2002, the effective date of our plan of reorganization. The
third installment of 50% of each retention bonus will be paid on June 30, 2003.

SEVERANCE PLAN

We have a severance plan that provides severance benefits to our
employees, including the named executive officers other than Messrs. Baker,
Daniels and Pottle. Severance benefits will be paid if the executive officer is
terminated by us, without cause.

If eligible for benefits, the terminated executive officer will receive
a lump sum payment of his or her base salary for a period of six months plus an
additional two weeks for each year of service, as defined in the severance plan,
up to a maximum of 12 months total base salary plus any pro rata portion of any
targeted bonus that the executive officer was eligible to receive. Each
terminated executive officer eligible for severance payments shall also be
eligible for continued participation in our sponsored employee health programs
in effect, if any, during the period which is used to calculate severance
payments if the executive officer continues the same payments for such benefits
as made immediately prior to employment termination and as adjusted after that
time for our active employees. Participation in the health programs will cease,
except to the extent required by law, whenever other comparable benefits are
available to the terminated executive officer.

2002 STOCK INCENTIVE PLAN

Our only equity compensation plan is our 2002 Stock Incentive Plan,
which was established in connection with our emergence from bankruptcy in May
2002. Under the 2002 plan, restricted stock awards, stock options and other
stock-based awards may be granted to our employees, officers, directors,
consultants and advisors.

The 2002 plan is administered by the board of directors. The board is
authorized to adopt, amend and repeal the administrative rules, guidelines and
practices relating to the 2002 plan and to interpret the provisions of the 2002
plan. The board may amend, suspend or terminate the 2002 plan at any time. The

board has delegated to the compensation committee authority to administer
certain aspects of the 2002 plan.

The board of directors or the compensation committee selects the
recipients of awards under the 2002 plan and determines (1) the number of shares
of common stock covered by awards under the plan, (2) the dates upon which
awards vest or become exercisable, (3) the issue price of restricted stock
awards, which may be less than the fair market value of the common stock on the
date of grant, (4) the exercise price of stock options, which may not be less
than the fair market value of our common stock on the date of grant in the case
of incentive stock options, and (5) the duration of the options, which may not
exceed 10 years.

The 2002 plan permits the following forms of payment of the exercise
price of stock options, some of which are in our discretion: (1) payment by
cash, check or in connection with a "cashless exercise" through a broker, (2)
surrender to us of shares of common stock, (3) delivery to us of a promissory
note, (4) any other lawful means or (5) any combination of these forms of
payment.

If any option granted under the 2002 plan expires or is terminated,
surrendered, canceled or forfeited, the unused shares of common stock covered by
such option will again be available for grant under the 2002 plan. No awards may
be granted under the 2002 plan after May 29, 2012, but awards previously granted
may extend beyond that date.

The 2002 plan provided that all 950,000 shares of common stock
initially available under the plan would be issued as restricted stock to
certain members of our senior management in connection with our emergence from
bankruptcy. Upon the effective date of our plan of reorganization, we issued a
total of 882,200 shares of common stock for $.001 per share to ten members of
our senior management, including 249,663 shares to Mr. Baker, 146,445 shares to
Mr. Daniels, 118,215 shares to Mr. Pottle, 73,223 shares to Mr. Kuzia and 29,113
shares to Ms. Gray. Subject to continued employment on the applicable vesting
dates, these shares will vest 35.222% on the first anniversary of the effective
date (May 29, 2003), 35.222% on the second anniversary of the effective date
(May 29, 2004) and 29.556% on the third anniversary of the effective date (May
29, 2005). On April 8, 2003, an additional 17,800 shares were issued for $.001
per share to members of our senior management when it was determined that the
general unsecured claims, excluding secured creditor deficiency claims, of our
intermediate holding company, Arch Wireless Holdings, Inc., would not exceed
$120 million. These shares, of which 5,037 were issued to Mr. Baker, 2,955 were
issued to Mr. Daniels, 2,385 were issued to Mr. Pottle, 1,477 were issued to Mr.
Kuzia and 587 were issued to Ms. Gray, vest in the same manner as the initial
882,200 shares. In addition, if and as general unsecured claims of our
intermediate holding company are reduced below $120 million, we will issue up to
50,000 additional shares at a rate of approximately 10,000 shares for every $10
million of claims reduced below $120 million, vesting on the third anniversary
of the effective date (May 29, 2005). To the extent these additional 50,000
shares are issued, they will be issued for $.001 per share to our senior
management, including our executive officers named above.

All shares issued to Messrs. Baker, Daniels and Pottle will immediately
vest if:

- a change in control occurs while the executive is employed by us;

- the employment of the executive is terminated without cause
following the announcement of a change in control;

- the employment of the executive is terminated within 90 days
prior to a change in control or the announcement of a change in
control; or

- the employment of the executive is terminated more than 90 days
prior to a change in control or the announcement of a change in
control and the executive can reasonably demonstrate that such
termination was in connection with or anticipation of the change
in control.

As of December 31, 2002, no securities remained available for future
issuance under the 2002 plan except as described above.

CANCELLED RESTRICTED STOCK GRANTS AND STOCK OPTIONS

In March 2001, 27 key executives, including the named executive
officers, were granted the right to receive a total of up to 12,400,000 shares
of our old common stock without payment of cash consideration based on the
achievement of company-wide performance criteria relating to advanced wireless
messaging net revenue, average revenue per advanced messaging unit and growth in
the number of advanced messaging units in service in 2001 and 2002. These stock
rights were cancelled on May 29, 2002 pursuant to our plan of reorganization.

During 2001 and 2002, no options to purchase shares of our common stock
were granted to, or exercised by, our named executive officers. All outstanding
stock options were cancelled on May 29, 2002 pursuant to our plan of
reorganization.

INDEMNIFICATION AGREEMENTS

In early 2003, we entered into indemnification agreements with 18
persons, including each current director and executive officer, requiring us to
indemnify such persons to the fullest extent permitted by the Delaware
corporation statute.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The current members of our compensation committee are James V.
Continenza, Eric Gold, Carroll D. McHenry and William E. Redmond, Jr.

C. Edward Baker, Jr., our chairman and chief executive officer, makes
recommendations and participates in discussions regarding executive
compensation, but he does not participate directly in discussions regarding his
own compensation. None of our current executive officers has served as a
director or member of the compensation committee, or other committee serving an
equivalent function, of any other entity, any of whose executive officers has
served as one of our directors or as a member of our compensation committee.

DIRECTOR COMPENSATION

FEES AND EXPENSES

We pay our vice chairman of the board an annual fee of $90,000 and our
other non-employee directors an annual fee of $25,000. We pay the chairman of
the audit committee an additional annual fee of $15,000 and the chairman of the
compensation committee an additional annual fee of $7,500 in light of their
additional duties. We pay each non-employee director $2,000 for attendance and
participation at each meeting of the board of directors at which corporate
action is considered or taken. Each board committee chair is paid $2,000 and
each board committee member is paid $1,000 for attendance and participation at
each board committee meeting. We also reimburse all directors for customary and
reasonable expenses incurred in attending board and board committee meetings.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS

SECURITY OWNERSHIP

The following table sets forth certain information about the beneficial
ownership of our common stock as of April 16, 2003 by:

- each person known by us to own beneficially more than 5% of the
voting power of our outstanding common stock;

- each of our current directors;

- our chief executive officer and the other named executive
officers; and

- all of our current directors and executive officers as a group.

Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission based upon voting or investment power over
the securities.

Unless otherwise indicated, each person or entity listed in the table
has sole voting power and investment power, or shares such power with his
spouse, with respect to all shares of capital stock listed as owned by such
person or entity. The inclusion of shares in the table does not constitute an
admission that the named stockholder is a direct or indirect beneficial owner of
the shares.

SHARES
OUTSTANDING
NAME AT APRIL 16, 2003 PERCENTAGE (1)
---- ----------------- --------------

C. Edward Baker, Jr................................ 254,700 1.4%
Lyndon R. Daniels.................................. 147,400 *
J. Roy Pottle...................................... 120,600 *
Paul H. Kuzia...................................... 74,700 *
Patricia A. Gray................................... 29,700 *
William C. Bousquette.............................. - *
James V. Continenza................................ - *
Eric Gold.......................................... - *
Carroll D. McHenry................................. - *
Matthew Oristano (2)............................... 4,979 *
William E. Redmond, Jr............................. - *
Samme L. Thompson.................................. - *
Carroll R. Wetzel, Jr.............................. - *
David C. Abrams (4)................................ 1,345,969 7.2%
Contrarian Capital Management L.L.C.(5)............ 1,665,263 8.9%
Franklin Resources, Inc. (6)....................... 1,988,443 10.6%
Hawkeye Capital Management LLC (3)................. 1,004,999 5.4%
Putnam, LLC(7)..................................... 1,065,624 5.7%
All current directors and executive officers as a group
(13 persons)................................... 634,079 3.4%

-------------------
* Less than 1%

(1) Our plan of reorganization provides that 20,000,000 shares of our common
stock will be issued to our former secured and unsecured creditors and
senior management. However, the number of shares of common stock to be
distributed to each former creditor, and the actual distribution of the
shares, is contingent upon the resolution of the individual claims of our
former creditors. The percentage listed in the table above is based

on the 18,730,944 shares of our common stock that have been distributed to
former secured and unsecured creditors and senior management as of April
16, 2003.

(2) The shares listed are owned by the Oristano Foundation, a charitable trust
the trustees of which are members of the Oristano family, and by Alda
Limited Partnership, the general partner of which is a corporation
controlled by Mr. Oristano.

(3) Based on a Schedule 13D, dated March 21, 2003, filed with the Securities and
Exchange Commission. The Schedule 13D was filed on behalf of Richard A.
Rubin, Hawkeye Capital Management LLC and Hawkeye Capital LP. Mr. Rubin is
the managing member of Hawkeye Capital Management LLC, which is the general
partner of Hawkeye Capital LP, a pooled investment vehicle. The shares are
reported to be beneficially owned by all three of the reporting persons, but
it is reported that Mr. Rubin has sole voting power and sole disposition
power over the shares.

(4) Based on a Schedule 13D, dated April 4, 2003, filed with the Securities and
Exchange Commission. The Schedule 13D was filed on behalf of David C. Abrams
and Abrams Capital, LLC. Abrams Capital, LLC is reported to be the
beneficial owner of 1,273,484 of the shares, which includes shares
beneficially owned by private investment partnerships of which Abrams
Capital, LLC is the general partner. David C. Abrams is reported to be the
beneficial owner of 1,345,969 shares, which includes shares beneficially
owned by private investment partnerships and a private investment
corporation that may be deemed to be controlled by Mr. Abrams, who is the
managing member of the sole general partner of such partnerships and the
managing member of the investment adviser to the private investment
corporation.

(5) Based on a Schedule 13G/A, dated February 14, 2003, filed with the
Securities and Exchange Commission.

(6) Based on a Schedule 13G/A, dated March 17, 2003, filed with the Securities
and Exchange Commission. The Schedule 13G/A was filed on behalf of Franklin
Resources, Inc., the parent holding company, Charles B. Johnson, the
principal stockholder of the parent holding company; Rupert H. Johnson, the
principal stockholder of the parent holding company; and Franklin Advisors,
Inc., investment adviser, all of which disclaim beneficial ownership of the
shares. The shares are reported to be beneficially owned by one or more open
or close-ended investment companies or other managed accounts which are
advised by direct and indirect investment advisory subsidiaries of Franklin
Resources, Inc.

(7) Based on a Schedule 13G, dated February 14, 2003, filed with the Securities
and Exchange Commission. The Schedule 13G was filed on behalf of Putnam,
LLC, its parent holding company, Marsh & McLennan Companies, Inc., and its
investment advisors and subsidiaries, Putnam Investment Management, LLC,
which is the investment advisor to the Putnam family of mutual funds, and
The Putnam Advisory Company, LLC, which is the investment advisor to
Putnam's institutional clients, each of which disclaim beneficial ownership
of the shares. Both Putnam Investment Management, LLC and The Putnam
Advisory Company, LLC are reported to have disposition powers over the
shares as investment managers, but each of the trustees of the Putnam family
of mutual funds have voting power over the shares held by each fund, and The
Putnam Advisory Company, LLC has shared voting power over the shares held by
institutional clients.

The address of each person or entity listed in the table is: c/o Arch
Wireless, Inc., 1800 West Park Drive, Westborough, Massachusetts 01581, except
for David C. Abrams, which is 222 Berkeley Street, 22nd Floor, Boston,
Massachusetts 02116, Contrarian Capital Management, L.L.C., which is 411 West
Putnam Avenue, Suite 225, Greenwich, Connecticut 06830, Putnam, LLC, which is
One Post Office Square, Boston, Massachusetts 02109, Franklin Resources, Inc.,
which is One Franklin Parkway, San Mateo, California 94403 and Hawkeye Capital
Management LLC, which is 200 West 57th Street, New York, New York 10019.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

None.

SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

ARCH WIRELESS, INC.

By: /s/ J. ROY POTTLE
----------------------
J. Roy Pottle
Executive Vice President
and Chief Financial Officer

Dated: April 30, 2003

CERTIFICATIONS

I, C. Edward Baker, certify that:

1. I have reviewed this amendment no. 1 to the annual report on Form
10-K/A of Arch Wireless, Inc.; and

2. Based on my knowledge, this amendment no. 1 to the annual report does
not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading
with respect to the period covered by this amendment no. 1 to the
annual report.

DATED: April 30, 2003 /s/ C. EDWARD BAKER
--------------------------
C. Edward Baker
Chairman and Chief Executive Officer

CERTIFICATIONS

I, J. Roy Pottle, certify that:

1. I have reviewed this amendment no. 1 to the annual report on Form
10-K/A of Arch Wireless, Inc.; and

DATED: April 30, 2003 /s/ J. ROY POTTLE
--------------------------
J. Roy Pottle
Executive Vice President and
Chief Financial Officer