<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 2, 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 2, 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 2, 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 2, 1996
<PAGE>
FOR IMMEDIATE RELEASE
CONTACTS: Santo J. Pittsman Laura E. Wilker
Senior Vice President & CFO Investor Relations
201-393-4693 201-462-4959
MOBILEMEDIA CORPORATION
-----------------------
RIDGEFIELD PARK, NJ, December 2, 1996...MobileMedia Corporation
(NASDAQ:MBLM) today announced that, in order to conserve cash for operations,
the interest payment on its 9 3/8% Senior Subordinated Notes due November 1,
2007 was not made during the grace period ending November 30, 1996.
The Company is in on-going discussions with its bank lenders regarding
Events of Default under its Credit Agreement arising from covenant violations
and the failure to pay interest on the 9 3/8% Notes. The Company is
continuing to work on a business plan to solve its operational problems. This
plan will serve as the basis for restructuring discussions with the Company's
bank lenders and bondholders.
The Company's Board of Directors has established a Restructuring
Committee to oversee the Company's restructuring efforts. The Committee,
which will report to the entire Board of Directors, is chaired by Mitchell R.
Cohen and its other members are David A. Bayer and Clifford A. Bean.
The Company has retained Donaldson, Lufkin & Jenrette as financial
advisor to complete a comprehensive review of the strategic alternatives
available to the Company and to assist the Company in developing a plan to
restructure its indebtedness. In addition, the Company has retained Sidley &
Austin as restructuring counsel, and is also being advised by Ernst & Young,
and by its outside corporate counsel, Latham & Watkins.
The potential consequences of the Company's decision not to pay the
interest on the 9 3/8% Notes and other important information regarding the
Company's financial condition are contained in the Company's Quarterly Report
on Form 10-Q for the period ended September 30, 1996, which was filed with
the Securities and Exchange Commission and is publicly available.
MobileMedia Corporation is the second largest provider of paging and
personal communications services in the United States, offering local,
regional and nationwide coverage to
<PAGE>
approximately 4.5 million subscribers in all 50 states, Canada and the
Caribbean. The company operates two one-way nationwide networks and owns 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.
# # #
