MOBILEMEDIA CORP
8-K, 1997-01-15
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): January 13, 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)


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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
                         Not Applicable.

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

          Item 5.   Other Events.

                    On January 13, 1997, the Federal Communications 
                    Commission issued the Public Notice attached hereto as 
                    Exhibit 99.1, all of the terms of which are incorporated 
                    by reference herein.

                    On January 15, 1997, the Company issued the press release 
                    attached hereto as Exhibit 99.2, 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 15, 1997             By:  /s/ Santo J. Pittsman
                                                  ---------------------
                                                  Santo J. Pittsman
                                                  Senior Vice President and
                                                  Chief Financial Officer

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                                    EXHIBIT INDEX


          Exhibit                                                      Page
          -------                                                      ----

          Exhibit 99.1  --  FCC Public Notice dated January 13, 1997
 
          Exhibit 99.2  --  Press Release dated January 15, 1997



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                                                                EXHIBIT 99.1



[FCC LOGO]         PUBLIC NOTICE


Federal Communications Commission          Nexis media information 202/418-0500
1919 M St., N.W.                                     Fax-On-Demand 202/418-2820
Washington, D.C. 20554                            Internet:  http://www.fcc.gov
                                                                    Fgs.fcc.gov
- -------------------------------------------------------------------------------

WIRELESS NARROWBAND BRANCH INFORMATION                       DA 97-78


                                                               January 13, 1997


The Wireless Telecommunications Bureau, under delegated authority, took the 
actions described within. A full text of the action documents will not be 
released.

Notice is hereby given to the public that the applications (listed in 
Attachment A. hereto) and authorizations (listed in Attachments B and C, 
hereto) for paging facilities held by MobileMedia Corporation, its affiliates 
and subsidiaries, are either dismissed as defective, pursuant to Commission 
Rule 22.128(d), 47 C.F.R. Section 22.128(d), or automatically terminated, 
pursuant to Commission Rule 22.144, 47 C.F.R. Section 22.144.

The applications for paging facilities listed in Attachment A hereto were 
filed pursuant to Revision of Part 22 and Part 90 of the Commission's Rules 
                  ---------------------------------------------------------
to Facilitate Future Development of Paging Systems and Implementation of 
- ------------------------------------------------------------------------
Section 309(i) of the Communications Act -- Competitive Bidding, WT Docket 
- ---------------------------------------------------------------
No. 96-18. First Report and Order, 11 FCC Rcd 16570(1996)("40 Mile Rule") and 
are hereby dismissed as defective pursuant to Coimmission Rule 22.128(d), 47  
C.F.R. Section 22.128(d) because they were found to have been predicated upon 
unconstructed facilities.

The authorizations for paging facilities listed in Attachment B hereto are 
hereby automatically terminated because they were not contstructed by the 
expiration date of their respective construction permits. They remain 
unconstructed. Notice is hereby given to the public pursuant to Commission 
Rule 22.144, 47 C.F.R. Section 22.144.

The authorizations for paging facilities listed in Attachment C hereto are 
hereby automatically terminated because they were not constructed by the 
expiration date of their respective construction permits. Notice is hereby 
given to the public pursuant to Commission Rule 22.144, 47 C.F.R. Section 
22.144. Although the authorizations contained in Attachment C hereto are 
terminated, it is concluded that a grant of interim operating authority under 
Section 4(i) of the Communications Act of 1934, as amended, would serve the 
public interest, convenience, and necessity by preserving the continuity of 
service to paging subscribers. See, e.g., LaStar Cellular Telephone Co., 4 
                                          -----------------------------
FCC Rcd 3777 (1989, aff'd sub nom., La Star Cellular Telephone Co. v. FCC, 
                    --------------  -------------------------------------
899 F.2d 1233 (D.C. Cir. 1990). Accordingly, MobileMedia Corporation, its 
affiliates and subsidiaries, may continue to operate the facilities contained 
in Attachment C hereto on an interim basis in accordance with the terms and 
conditions of the subject terminated authorizations until such time that

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the Commission takes further action and without prejudice to any enforcement 
related action that the Commission deems appropriate.

If there are questions concerning this Public Notice, please contact 
Ms. Charlene Lagerwerff at (202) 530-8009 or by e-mail at [email protected].










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FOR IMMEDIATE RELEASE
- ---------------------

For:  MobileMedia Corporation

CONTACTS:          Krista Grossman                          Laura Wilker
                   Media Contact                            Investor Relations
                   (212) 484-7760                           (201) 462-4959


    FCC ISSUES PUBLIC NOTICE REGARDING MOBILEMEDIA LICENSING
AUTHORIZATIONS

    INTERIM FCC ACTION DOES NOT AFFECT COMPANY'S CURRENT PAGING SERVICES OR 
NATIONWIDE PAGING AUTHORIZATIONS

    COMPANY AWAITS FINAL FCC ACTION

    RIDGEFIELD PARK, NEW JERSEY, JANUARY 14, 1997 -- MOBILEMEDIA

CORPORATION (NASDAQ:MBLM)today announced that, on January 13, 1997, the 

Federal Communications Commission issued a Public Notice relating to the 

status of certain FCC authorizations held by MobileMedia. The action taken by 

the FCC, which is not a final action with respect to the Company's previously 

disclosed FCC issues, does not affect the Company's current paging services 

or nationwide paging authorizations.

    As previously reported, the Company had discovered misrepresentations and 

other violations which occurred during the licensing procedure for 

approximately 6% to 7% of its approximately 8,000 local transmission one-way 

paging stations. The Company's outside counsel conducted an investigation and 

provided the FCC with comprehensive reports regarding these matters in 

October and November.

    As previously disclosed, the Company had proposed to the FCC that a 

Consent Order be entered which would result, among other things, in the 

return of certain local paging stations and authorizations presently held by 

the Company and the dismissal of certain pending applications for paging 

authorizations. Consistent with the Company's proposal, the FCC's Public 

Notice announces the termination or dismissal of the authorizations that are 

the subject of the Company's proposal and grants to the Company interim 

operating authority with respect

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                                                                     Page 2



to certain of those authorizations. Under the Public Notice, the FCC 

announced that it had (i) automatically terminated approximately 185 

authorizations for paging facilities that were not constructed by the 

expiration date of their construction permits and remain unconstructed, (ii) 

dismissed approximately 94 applications for fill-in sites around existing 

paging stations (which had been filed under the "40-mile rule") as defective 

because they were predicated upon unconstructed facilities and (iii) 

automatically terminated approximately 99 other authorizations for paging 

facilities that were constructed after the expiration date of their 

construction permits.

   The issuance of the Public Notice does not result in the discontinuation 

of any existing paging services or otherwise affect current paging 

operations. The FCC's action relates to applications and unconstructed 

stations and, in the case of constructed stations, permits the Company to 

continue to operate those stations on an interim basis until the FCC takes 

further action. In addition, the Public Notice does not affect the 

Company's nationwide paging authorizations or any authorizations other than 

the ones described above.

    The issuance of the Public Notice does not constitute a final disposition 

of the Company's regulatory issues. The Company cannot be certain what 

monetary forfeitures or other further actions, if any, the FCC may take in 

regard to this matter or the timing of any such actions, but such actions 

could have a material adverse effect upon the financial condition or 

operations of the Company.

    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 narrowband PCS licenses.







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