<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 10, 1996
MOBILEMEDIA CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-26320 22-3253006
(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
65 Challenger Road, Ridgefield Park, New Jersey 07660
(Address of principal executive offices)
(Zip Code)
(201) 440-8400
(Registrant's telephone number, including area code)
--------------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
INFORMATION TO BE INCLUDED IN THE REPORT
Item 1. Changes in Control of Registrant
Not Applicable.
Item 2. Acquisition or Disposition of Assets.
Not Applicable.
Item 3. Bankruptcy or Receivership
Not Applicable.
Item 4. Changes in Registrant's Certifying Accountant
Not Applicable.
Item 5. Other Events.
On December 10, 1996, the Company issued the press release
attached hereto as Exhibit 99.1, all of the terms of which
are incorporated by reference herein. The consequences of
the Company's decision not to pay the interest on its
9 3/8% Senior Subordinated Notes due 2007 and other
important information concerning the Company's financial
condition is contained in the quarterly report of
MobileMedia Corporation on Form 10-Q for the period ended
September 30, 1996, as filed with the Securities and
Exchange Commission, all of the terms of which are
incorporated by reference herein.
Item 6. Resignations of Registrants Directors.
Not Applicable
Item 7. Financial Statements and Exhibits.
Not Applicable
Item 8. Change in Fiscal Year.
Not Applicable
<PAGE>
Pursuant to the requirements of the Securities Exchange
Act of 1934, as amended, the registrant has duly caused this
report to be signed on its behalf by the undersigned hereunto duly
authorized.
MOBILEMEDIA CORPORATION,
a Delaware corporation
Date: December 10, 1996 By: /s/ Santo J. Pittsman
---------------------
Santo J. Pittsman
Senior Vice President and
Chief Financial Officer
<PAGE>
EXHIBIT INDEX
Exhibit Page
------- ----
Exhibit 99.1 -- Press Release dated December 10, 1996
<PAGE>
CONFIDENTIAL DRAFT
CONTACTS: Santo J. Pittsman Laura E. Wilker
Senior Vice President & CFO Investor Relations
201-393-4693 201-462-4959
MOBILEMEDIA CORPORATION
-----------------------
RIDGEFIELD PARK, NEW JERSEY, DECEMBER 10, 1996...
MOBILEMEDIA CORPORATION (NASDAQ: MBLM) today announced that, in order
to conserve cash for operations, it did not make a scheduled interest payment
of approximately $5.6 million due under its Credit Agreement on December 9,
1996.
As previously disclosed, the Company has been seeking to modify
payment terms with certain of its larger vendors, some of which have not been
paid in accordance with scheduled payment terms. Motorola, Inc., the
Company's largest supplier of paging equipment and parts, has informed the
Company that it will require credit support to assure payment of approximately
$34 million past due accounts payable. MobileMedia's bank lenders have been
supportive of the Company's efforts to reach an accommodation with Motorola,
and the Steering Committee of the bank lenders has indicated that it would
recommend the issuance of letters of credit to support the obligation to
Motorola. The Company and Motorola have not yet been able to reach agreement,
and Motorola has informed the Company that, until the matter is resolved,
Motorola will not make shipments to the Company. The Company is continuing to
explore with its bank lenders and Motorola ways to develop a satisfactory
arrangement. There can be no assurance that the Company will be able to
develop such an arrangement.
The failure of the Company to make its scheduled interest payment is an
Event of Default under the Credit Agreement. As previously disclosed, the
Company did not make an interest payment under its 9 3/8% Senior Subordinated
Notes due November 1, 2007 within the allowed grace period; this failure to
pay interest constitutes an Event of Default under the terms of the related
Indenture.
<PAGE>
The Events of Default under the Credit Agreement permit the Banks, and
the Event of Default under the 9 3/8% Notes permits the trustee under the
relevant Indenture or holders of not less than 25% in outstanding principal
amount of the 9 3/8% Notes, to exercise various remedies, including
acceleration of the relevant debt obligations. The Company and its advisors
are in discussions with the Company's bank lenders regarding the Company's
Events of Default under the Credit Agreement. The Company and its financial
advisor commenced informal discussions with certain holders of the Company's
9 3/8% Notes and holders of the Company's 10 1/2% Senior Subordinated
Deferred Coupon Notes due December 1, 2003. There can be no assurance that
the Company will be able to reach accommodations with its suppliers or
creditors. Failure to reach such accommodations will likely result in the
Company seeking protection under Chapter 11 of the Federal Bankruptcy Code.
In the event of a Chapter 11 filing, the Company believes that it will enter
into a debtor-in-possession credit agreement that will provide it with
sufficient working capital to sustain its business operations in Chapter 11.
MobileMedia Corporation is the second largest provider of paging and
personal communications services in the United States, offering local,
regional and nationwide coverage to approximately 4.5 million subscribers in
all 50 states, Canada and the Caribbean. The Company operates two one-way
nationwide networks and holds two nationwide narrowband PCS licenses.
Statements contained in this release that are not based on historical
fact are "forward looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. The "Risk Factors" and cautionary
statements identifying important factors that could cause actual results to
differ materially from those in the forward looking statements are detailed
in the Company's 1995 10-K filing with the Securities and Exchange Commission.
# # #
