Pocket Communications, Inc.
Proposed Ticker: - 2550 M Street, NW, Suite 200
Exchange: NASDAQ-National Market Washington, District of Columbia 20037
Industry: Service (202) 496-4300

All share information is proposed
Type of Shares:Class B Common Shares Filing Date:8/29/96
U.S. Shares Filed:0 Filing Price: -
Non-U.S. Shares Filed:0 Offering Amount: $172,500,000
Primary Shares:0 Expenses: -
Secondary Shares:0 Shs Out After:

ManagerTierPhone
Donaldson, Lufkin & Jenrette Securities Corp.Lead Manager (212) 504-4525
Bear, Stearns & Co. Inc.Co-manager (212) 272-2000
Cowen & CompanyCo-manager (212) 495-6000
Goldman, Sachs & Co.Co-manager (212) 902-1172

Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/95 6/30/96 6/30/95 6/30/96
Revenue:$0.00$0.00$0.00Assets:$91.43
Net Income:-$7.39-$6.65-$2.30Liabilities:$99.73
EPS:Equity:-$8.30

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

Business Description
The company intends to be a leading provider of full-service wireless telecommunications services in its markets, which cover approximately 35.5 million POPs. The company is currently the sixth largest Personal Communications Services licensee in the U.S Major markets covered by the company's PCS licenses include Chicago, Dallas-Ft. Worth, Detroit, St. Louis, New Orleans, Las Vegas, and Honolulu. The company intends to build out its PCS networks rapidly using commercially established Global System for Mobile Communications technology, and anticipates commencing service in Las Vegas and Honolulu in early 1997. The company intends to position its PCS service as a new category of wireless telephone service aimed primarily at that segment of the mass consumer market that has not previously purchased cellular service. The company has developed an initial marketing and advertising plan that is designed to create a new identity for the service. The company plans to offer the mobility features of cellular, the calling features of landline and a pricing plan more similar to current local telephone service than to existing cellular.

Use of Proceeds
The proceeds from the proposed offering will be used for interest payments on the government financing and to repay the borrowings under certain of the company's loan and credit facilities, for the buildout and operation of the PCS networks in its license areas, to finance potential acquisitions and for general corporate purposes.

Last updated: 10/28/96

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