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): June 6, 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 June 6, 1996, the Company issued the press release attached as
Exhibit A hereto.
Item 6. Resignations of Registrants Directors.
Not Applicable
Item 7. Financial Statements and Exhibits.
Not Applicable
Item 8. Change in Fiscal Year.
Not Applicable
2
<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: June 7, 1996 By: /s/ GREGORY M. RORKE
-----------------------------------
Gregory M. Rorke
Chief Executive Officer
Date: June 7, 1996 By: /s/ KENNETH R. MCVAY
-----------------------------------
Kenneth R. McVay
Senior Vice President,
General Counsel
3
<PAGE>
EXHIBIT INDEX
Exhibit Page
- ------- ----
Exhibit A - Press Release dated June 6, 1996. 5
4
<PAGE>
News Release
FOR IMMEDIATE RELEASE
FOR MORE INFORMATION:
Santo J. Pittsman Lois Brown
Senior Vice President & Chief Financial Officer Director, Investor Relations
(201) 393-4693 (201) 462-4959
MOBILEMEDIA CORPORATION TO RAISE
$100 TO $150 MILLION OF ADDITIONAL CAPITAL
RIDGEFIELD PARK, N.J. -- June 6, 1996 -- MobileMedia Corporation (NASDAQ: MBLM)
today announced that it is planning a private offering of convertible preferred
stock. It is currently contemplated that the offering will raise between $100
to $150 million.
The Company will use the proceeds of the offering to fund working capital
requirements and for other general corporate purposes, principally in connection
with the integration of its recent acquisition of MobileComm.
Since consummating the Dial Page acquisition in August 1995 and the MobileComm
acquisition in January 1996, management has focused its attention on the
integration of the two companies to both rationalize operations and increase
revenue and subscriber growth. Throughout the integration period, although
concentrated in the first half of 1996, management expects the Company (i) to
incur costs associated with the migration of units-in-service between paging
networks to rationalize capacity usage, (ii) to carry redundant costs from the
temporary operation of duplicative functions and (iii) to incur additional costs
associated with hiring employees to focus on the integration of sales, customer
support, inventory management and logistics functions. Management anticipates
that this dual expense/integration period will continue through the remainder of
1996 and the first half of 1997.
Due primarily to network congestion tied to greater than planned nationwide
subscriber growth and the ongoing consolidation of MobileComm's customer service
facilities, churn has increased. In the first quarter of 1996, the Company
reported churn of 3.8% compared to 3.3% for the first quarter of 1995 (pro
forma). The Company has taken steps, however, to create incremental network
capacity, including upgrading certain networks to FLEX(TM) and migrating units
from congested to newly constructed networks. This has required higher than
expected capital expenditures for network infrastructure and pagers. In
addition, the consolidation of MobileComm's 26 customer service offices to the
Company's two centers in Dallas, Texas and Columbia, Maryland is expected to be
completed by the first half of July. This has required significant hiring and
training of new customer service personnel.
- more -
5
<PAGE>
"The integration of MobileComm is ahead of schedule," added Gregory Rorke,
MobileMedia's Chief Executive Officer. "While the speed of the integration will
impact short-term results due to increased expenses, these investments in the
integration to rationalize network capacity and consolidate operations (customer
service, billing and management information systems, and inventory management
and order fulfillment, among other functions) will position the Company for
long-term success. Our integration strategy, first with Dial Page and now with
MobileComm, continues to build on our consolidated nationwide platform."
Based in Ridgefield Park, New Jersey, 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 4.3
million subscribers in all 50 states, Canada and the Caribbean. Having
completed the purchase of MobileComm, the Company is marketing its services
under the MobileComm brand. The Company operates two one-way nationwide
networks and owns two nationwide narrowband PCS licenses for the next generation
of wireless messaging services.
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.
The proposed convertible preferred stock will not be registered under the
Securities Act of 1933 and may not be offered or sold in the United States
absent registration or an applicable exemption from registration requirements.
###
6
