TSR Paging, Inc.
Proposed Ticker: BEEP 400 Kelby Street
Exchange: NASDAQ-National Market Fort Lee, New Jersey 07024
Industry: Service (201) 947-5300

All share information is proposed
Type of Shares:Common Shares Filing Date:5/9/96
U.S. Shares Filed:3,520,000 Filing Range:$16.00 - $18.00
Non-U.S. Shares Filed:880,000 Offering Amount: $74,800,000
Primary Shares:4,400,000 Expenses:$750,000
Secondary Shares:0 Shs Out After:14,988,232

ManagerTierPhone
Lehman Brothers IncorporatedLead Manager (212) 640-6129
Brenner Securities CorpCo-manager (212) 839-7300
Smith Barney Inc.Co-manager (718) 921-8473
Wessels, Arnold & HendersonCo-manager (612) 373-6121

Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/95 3/31/96 3/31/95 3/31/96
Revenue:$32.97$10.94$7.15Assets:$42.46
Net Income:-$2.28-$0.84-$0.25Liabilities:$54.28
EPS:-$0.18-$0.07Equity:-$11.82

Note: Dollar amounts are in U.S. millions; Audited figures expressed as full year,
unaudited figures are partial year

Business Description
The company provides wireless messaging products and services. From 1991 to 1995, the Company's subscriber base grew at an average compound annual growth rate of 92.4% from 44,304 units in service to 607,725 units in service. During this period, all of the Company's growth has been internally generated. At March 31, 1996, all of the Company's growth has been internally generated. At March 31, 1996, the Company's subscriber base had grown to 696, 623 units in service and the Company was ranked as the 12th largest paging company in the United States, according to industry sources. The Company focuses its business efforts on densely populated major metropolitan markets and population corridors which exhibit the size and demographic trends that the Company believes should offer significant demand for the Company's products and services. The Company seeks to maximize its returns on capital and leverage its operating cost structure by achieving a sufficient base of subscribers on a regional basis.

Use of Proceeds
The proceeds from the proposed offering will be used to pay dividends to founding stockholders, and for capital expenditures, potential acquisitions, working capital and for general corporate purposes.

Last updated: 10/28/96

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