MOBILEMEDIA CORP
8-K, 1997-02-07
RADIOTELEPHONE COMMUNICATIONS
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                       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): February 6, 1997

                             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


          Item 4.   Changes in Registrant's Certifying Accountant
                         Not Applicable.

          Item 5.   Other Events.

                         As previously announced, on January 30, 1997, 
                         MobileMedia Corporation and most of its subsidiaries 
                         (collectively, the "Company") filed a voluntary 
                         petition under chapter 11 of the U.S. Bankruptcy 
                         Code in the U.S. Bankruptcy Court for the District 
                         of Delaware (the "Court"). In connection therewith, 
                         the Company sought approval of the Court to pay the 
                         pre-petition claims of certain key suppliers, 
                         including Motorola, Inc., Glenayre Electronics, 
                         Inc., NEC and Panasonic, in the aggregate amount of 
                         approximately $47.4 million, which approval was 
                         granted by the Court on February 6, 1997. Upon entry 
                         of the order, the Company entered into a supply 
                         agreement with each key supplier.

                         The Company has placed orders with Motorola, the 
                         Company's largest supplier of pagers, and under its 
                         agreement Motorola will commence shipping product 
                         shortly after it receives payment of its pre-petition 
                         claim, which the Company expects to pay promptly.

                         The Company has entered into a debtor-in-possession 
                         ("DiP") loan agreement with The Chase Manhattan 
                         Bank, as agent, that will provide the Company with 
                         up to $200 million of DiP financing. The Company's 
                         agreements with Motorola and the other key suppliers 
                         satisfy one of the significant conditions under the 
                         DiP agreement, and the Company can now borrow up to 
                         $70 million under the DiP facility. At a hearing on 
                         January 30, 1997, the Court entered an interim order 
                         approving the DiP facility, as a result of which the 
                         Company gained access to such $70 million of DiP 
                         funds, subject to the satisfaction of the condition 
                         relating to key suppliers, which has now been 
                         satisfied. A hearing by the Court for final approval 
                         of the DiP facility is scheduled for February 19, 
                         1997. Assuming final approval is granted at that 
                         hearing, the Company will gain access to an 
                         additional $30 million of additional DiP funds for a 
                         total of $100 million. The remaining $100 million of 
                         DiP funds will become available on May 1, 1997 if 
                         the Company delivers a business plan by April 15, 
                         1997 that is approved by the banks' financial advisor.

          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: February 6, 1997             By:  /s/ Santo J. Pittsman
                                                  ---------------------
                                                  Santo J. Pittsman
                                                  Senior Vice President and
                                                  Chief Financial Officer



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