MOBILE TELECOMMUNICATION TECHNOLOGIES CORP
10-Q/A, 1996-12-11
RADIOTELEPHONE COMMUNICATIONS
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<PAGE>
 
                      SECURITIES AND EXCHANGE COMMISSION

                           Washington,  D.C.  20549
                                       
                                   FORM 10-Q/A      


                 Quarterly Report Under Section 13 or 15(d) of
                      the Securities Exchange Act of 1934


                     For Quarter Ended September 30, 1996
                         Commission File No.  0-17316


                  MOBILE TELECOMMUNICATION TECHNOLOGIES CORP.
- --------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

               Delaware                                   64-0518209
   ----------------------------------               -------------------------
    (State or other jurisdiction of                   (I.R.S. Employer
     incorporation or organization)                   Identification Number)


        200 South Lamar Street, Mtel Centre, Jackson, Mississippi 39201
- --------------------------------------------------------------------------------
     (Address of principal executive offices)                  (Zip Code)


                                (601) 944-1300
- --------------------------------------------------------------------------------
             (Registrant's telephone number, including area code)

 
    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 the number of shares outstanding of each of the Registrant's
classes of common stock, as of the latest practicable date.


                       54,402,688 shares of Common Stock,
                        par value $.01 per share, as of
                                October 31, 1996
<PAGE>
     
PART II.  OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K
         --------------------------------

         (a) Exhibits

         The following Exhibits are filed as part of this Quarterly Report on
Form 10-Q:

       Exhibit No.                  Description

           4.1           Amendment No. 2 dated as of August 23, 1996 to the
                         Credit, Security, Guaranty and Pledge Agreement dated
                         as of December 21, 1995, as amended, by and among the
                         Company, the lenders referred to therein, Chase
                         Manhattan Bank, Credit Lyonnais New York Branch and
                         J.P. Morgan Securities, Inc. *

           10.1          Purchase Agreement dated as of September 19, 1996 by
                         and between Mtel Latin America, Inc. and Newbridge
                         Latin America, L.P. *

           10.2          Contribution, Registration Rights and Standstill
                         Agreement dated as of September 19, 1996 by and among
                         the Company, Newbridge Latin America, L.P. and TPG
                         Partners, L.P. *

           10.3          Stockholders and Exchange Rights Agreement dated as of
                         September 19, 1996 by and among Mtel Latin America,
                         Inc., Mtel International, Inc. and Newbridge Latin
                         America, L.P. *

           10.4          Subscription Agreement dated as of September 19, 1996
                         by and between Newbridge Latin America, L.P. and Mtel
                         Puerto Rico, Inc. *

           10.5          Stockholders and Exchange Rights Agreement dated as of
                         September 19, 1996 by and among Mtel Puerto Rico, Inc.,
                         Mtel Latin America, Inc. and Newbridge Latin America,
                         L.P. *      

                                       2
<PAGE>
 
    
           10.6          Employment Agreement dated as of August 1, 1996 by and
                         between the Company and John T. Stupka. *

           10.7          Employment Agreement dated as of August 15, 1996 by and
                         between the Company and Robert Kaiser. *

           10.8          Form of Restricted Stock Agreement under the 1990
                         Executive Incentive Plan. *

           27.1          Financial Data Schedule. **

       (b) Reports on Form 8-K

           None.

- --------------------
*   Previously filed as an exhibit to the Company's Form 10-Q for the quarter 
    ended September 30, 1996, and incorporated herein by reference.

**  Inadvertently omitted by the Company's filing agent.      


                                       3
<PAGE>
 
                                  SIGNATURES
    
       Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                    MOBILE TELECOMMUNICATION
                                    TECHNOLOGIES CORP.

Dated:  December 10, 1996           By: /s/ John T. Stupka
                                      --------------------
                                            John T. Stupka     
                                            President and Chief
                                            Executive Officer   
 


Dated:  December 10, 1996           By: /s/ Robert Kaiser
                                      -------------------
                                            Robert Kaiser                    
                                            Senior Vice President - Finance  
                                            and Chief Financial Officer       



                                       4

<TABLE> <S> <C>

<PAGE>
 
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM (Mobile
Telecommunication Technologies Corp. Consolidated Balance Sheet as of September
30, 1996 and Consolidated Statement of Operations for the nine months ended
September 30, 1996) AND 1S QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               SEP-30-1996
<EXCHANGE-RATE>                                      1
<CASH>                                      29,877,306
<SECURITIES>                                         0
<RECEIVABLES>                               85,833,645
<ALLOWANCES>                                18,291,156
<INVENTORY>                                          0
<CURRENT-ASSETS>                           118,431,774
<PP&E>                                     440,465,871
<DEPRECIATION>                             120,113,097
<TOTAL-ASSETS>                             891,612,469
<CURRENT-LIABILITIES>                       86,814,694
<BONDS>                                    397,509,972
                           38,075
                                          0
<COMMON>                                       543,644
<OTHER-SE>                                 384,992,581
<TOTAL-LIABILITY-AND-EQUITY>               891,612,469
<SALES>                                    260,801,420
<TOTAL-REVENUES>                           260,801,420
<CGS>                                                0
<TOTAL-COSTS>                              323,274,441
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                          32,309,993
<INCOME-PRETAX>                           (88,313,453)
<INCOME-TAX>                                 1,460,822
<INCOME-CONTINUING>                       (89,774,275)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                              (89,774,275)
<EPS-PRIMARY>                                   (1.81)
<EPS-DILUTED>                                   (1.81)
        

</TABLE>


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