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): September 27, 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 September 27, 1996, the Company issued the press
release attached as Exhibit A hereto.
With respect to the licensing errors mentioned in the
press release, the Company has stated that the
approximately 400 to 500 stations involved are part of
its local transmission, one-way paging networks and
represent approximately 6% to 7% of the Company's local
stations. The Company operates approximately 8000 such
stations, with the ability to complete 2000 more.
Also, the Company stated that in approximately 225 of
the cases, stations were reported as constructed, when
in fact they were not, and the other stations were
properly constructed, but the filings related to them
were filed late.
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: October 1, 1996 By: /s/ Michael K. Lorelli
----------------------
Michael K. Lorelli
Chief Executive Officer
Date: October 1, 1996 By: /s/ Santo J. Pittsman
---------------------
Santo J. Pittsman
Senior Vice President and
Chief Financial Officer
<PAGE>
EXHIBIT INDEX
Exhibit Page
------- ----
Exhibit A -- Press Release dated September 27, 1996. 5
<PAGE>
[MOBILEMEDIA LOGO]
FOR IMMEDIATE RELEASE
CONTACTS:
Michael K. Lorelli Santo J. Pittsman Laura E. Wilker
CEO & President SVP & CFO Burson-Marsteller
(201) 462-4949 (201) 393-4693 (201) 462-4959
INTERNET: http://www.mobilecomm.com
MOBILEMEDIA CORPORATION
-----------------------
RIDGEFIELD PARK, N.J. -- September 27, 1996 -- MobileMedia
Corporation (NASDAQ: MBLM), today estimated that, due to
continuing costs and increased subscriber churn associated with
the integration of the operations of MobileComm, earnings before
interest, taxes, depreciation and amortization (EBITDA) for the
third quarter ending September 30, 1996 are expected to be
approximately $35 million. These expected results also include
approximately $1 million of non-recurring costs related to the
separation of three senior executives in July and the hiring of a
new Chief Executive Officer, Michael K. Lorelli. The Company
plans to release final revenue and earnings figures for the third
quarter on October 24, 1996. In addition, the Company intends to
discuss operating performance, the progress of its integration
efforts and its financial position in more detail at that time.
The Company noted that third quarter results would, absent
waivers or certain other events, place the company in violation
of certain covenants in its bank credit agreement. The Company
is working with its banks as well as its financial advisors on
measures to address these issues.
The Company also said that it had discovered certain errors in
the licensing process for a number of its local transmission one-
way paging stations. The Company has appointed outside counsel
to conduct an independent investigation into the licensing
errors. The Company also has
<PAGE>
commenced discussions with the Federal Communications Commission
(FCC) regarding the errors and will deliver the report of its
investigations to the FCC upon completion. The Company cannot be
certain what action the FCC may take in regard to this matter,
but such actions could have a material adverse effect upon the
financial condition or operations of the Company. None of the
Company's nationwide or PCS licenses appear to be involved in the
matter.
Mr. Lorelli said, "Third quarter earnings have been significantly
impacted by the effects of the integration of the operations of
MobileComm, the largest acquisition ever in the paging industry,
which doubled the size of the Company. As the Company has
previously stated, we expect to carry additional costs throughout
the integration period, which is expected to be completed by the
end of the second quarter of 1997. In addition, the difficulties
associated with the integration of two sizable companies have
caused subscriber churn to increase from that reported for the
first half of 1996."
The Company stated that it expects to report approximately 55,000
net additions to units-in-service for the third quarter, bringing
total pagers in service to approximately 4.5 million as of
September 30, 1996.
Looking forward to the Company's prospects, Mr. Lorelli added,
"While integration costs and increased subscriber churn are
having a greater effect on near-term earnings than originally
anticipated," he noted, "Our nationwide licenses, consumer
presence, scale and national infrastructure will over the long-
term position the Company as a major participant in the paging
and wireless messaging industry."
David Bayer, Chairman of the Board of MobileMedia, said "Although
we are disappointed with third quarter results, the integration
issues have been identified and are being aggressively addressed.
We have new management in place. Based on his past experience,
including leading units of PepsiCo, Mike Lorelli has the
operating expertise and national scale experience that will
<PAGE>
position us for a successful implementation of our strategic
plan. In addition, I will continue to work closely with Mike as
we search for additional senior management talent."
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 in all 50 states. The Company operates two
one-way nationwide networks and owns two nationwide narrowband
PCS licenses for the next generation of wireless messaging
services.
Statement 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.
###
