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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): January 30, 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)
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(Former name or former address, if changed since last report)
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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
On January 30, 1997, MobileMedia Corporation
("MobileMedia") and substantially all of its
subsidiaries filed a voluntary petition for
reorganization under Chapter 11 of the United
States Bankruptcy Code in the United States
Bankruptcy Court for the District of Delaware
(IN RE: MOBILEMEDIA COMMUNICATIONS, INC., ET. AL.).
MobileMedia and its subsidiaries are being operated
as debtors-in-possession under the Code.
A copy of the press release issued by MobileMedia
on January 30, 1997 reporting the Chapter 11
filings is attached as an exhibit hereto.
Pursuant to the requirements of the Bankruptcy
Code, MobileMedia will be required to file
monthly operating reports with the appointed
United States Trustee (the "Trustee"). Such
reports will be publicly available through the
office of the Trustee.
Item 4. Changes in Registrant's Certifying Accountant
Not Applicable.
Item 5. Other Events.
On January 30, 1997, MobileMedia Corporation issued the
press release attached hereto as Exhibit 99.1, 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
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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: January 30, 1997 By: /s/ Santo J. Pittsman
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Santo J. Pittsman
Senior Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit Page
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Exhibit 99.1 -- Press Release dated January 30, 1997
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
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For: MOBILEMEDIA CORPORATION
Media Contact: Krista Grossman -- 212/484-7760
Investor Contact: Laura Wilker -- 201/462-4959
MOBILEMEDIA CORPORATION SEEKS TO REORGANIZE UNDER CHAPTER 11
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COMPANY TO PURSUE FINANCIAL RESTRUCTURING THROUGH CHAPTER 11 PROCEEDING
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COMPANY SEEKS COURT APPROVAL FOR $200 MILLION DIP FINANCING
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RIDGEFIELD PARK, NEW JERSEY, JANUARY 30, 1997 -- MobileMedia Corporation
[NASDAQ: MBLM] announced today that it has 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 Company said that it elected to seek Court
protection in order to implement an operational turnaround plan and a
financial restructuring.
MobileMedia said that its immediate needs were to satisfy short-term
financing requirements, reach an agreement with Motorola Inc., its principal
supplier of pagers, and initiate a restructuring process, and that entering
chapter 11 proceedings should facilitate its efforts to address those issues.
MobileMedia said that it expects to operate in the normal course of business
during the reorganization proceeding and that it has received a commitment
for up to $200 million in debtor-in-possession ("DiP") financing from a
consortium of banks led by The Chase Manhattan Bank. MobileMedia said that
it would seek the Court's permission to access the DiP financing to fund
normal business operations and other cash needs during the bankruptcy
proceeding.
MobileMedia said that one of the conditions for borrowing under the DiP
facility is that certain key suppliers of paging equipment shall have entered
into agreements with the Company to sell equipment and provide services. The
Company said that it would immediately file a motion seeking to pay the
pre-petition claims of certain key suppliers, including Motorola. Although
there can be no assurance, the Company believes that the Bankruptcy Court
will approve the motion and that Motorola will enter into an agreement and
commence shipping product and providing services.
MobileMedia said that it currently has adequate cash to fund operations,
including the payment of post-petition obligations to trade suppliers, during
the period of time within which it expects to reach a satisfactory agreement
with Motorola and gain access to the DiP financing.
The Company also said that employees would be paid in the normal course of
business during the reorganization proceeding and that it would seek
immediate Court approval to pay employee pre-petition wages, salaries and
benefits.
(more)
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MobileMedia said it has hired turnaround consultants Alvarez & Marsal, Inc.
and that Joseph A. Bondi, a managing director of Alvarez & Marsal, would lead
the implementation of the Company's financial and operational turnaround
effort. Mr. Bondi said: "Today's chapter 11 filing is a prudent step for
MobileMedia and allows us to call a "time out" with our creditors while we
develop a plan to improve our financial health. The filing enhances our
ability to gain access to short-term financing and to reach an agreement with
Motorola, both of which are key to a successful turnaround of MobileMedia."
The Company said that MobileMedia Communications, Inc., MobileMedia
Corpoation's wholly-owned subsidiary through which it conducts the majority
of its business and which is the obligor on substantially all of the
Company's indebtedness, and most of MobileMedia's other subsidiaries are also
included in the bankruptcy filing.
MobileMedia is the second largest provider of paging and personal
communications services in the United States, offering local, regional and
nationwide coverage to approximately 4.4 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-lookig 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. In
addition, the ability of the Company to successfully implement an operational
turnaround and a financial restructuring is subject to certain factors beyond
its control, including approvals by the Bankruptcy Court, stability of
customer demand, the sufficiency of its capital resources, and satisfactory
resolution of matters now pending before the Federal Communications
Commission, among other things.
