MOBILEMEDIA CORP
8-K, 1997-02-20
RADIOTELEPHONE COMMUNICATIONS
Previous: PRIME RETAIL INC, 10-C, 1997-02-20
Next: ZYTEC CORP /MN/, SC 13G/A, 1997-02-20



<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): February 19, 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.

                         On February 19, 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


<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 19, 1997             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 February 19, 1997




<PAGE>
                                                                   EXHIBIT 99.1

              [MOBILEMEDIA LETTERHEAD]



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

For: MOBILEMEDIA CORPORATION
Media Contact: Krista Grossman -- 212/484-7760
Investor Contact: Laura Wilker -- 201/462-4959



[LOGO]             MOBILEMEDIA GRANTED FINAL COURT APPROVAL
MobileMedia              FOR $200 MILLION DIP FACILITY
                                  -----------
               Company Gains Access to $100 Million in DiP Funds

            --------------------------------------------------------

RIDGEFIELD PARK, NEW JERSEY, FEBRUARY 19, 1997 -- MobileMedia Corporation 
[Nasdaq: MBLMQ] announced today that the bankruptcy court entered a final 
order approving the Company's debtor-in-possession ("DiP") facility. As 
previously announced, the Company has entered into a DiP loan agreement with 
The Chase Manhattan Bank, as agent, providing for up to $200 million of DiP 
financing.

On January 30, 1997, the bankruptcy court entered an interim order approving 
the DiP facility, as a result of which the Company gained access to $70 
million of the DiP funds, subject to certain conditions that have been 
satisfied, of which it has used $48 million to pay certain key suppliers, 
among other things. As a result of today's final order, the Company will gain 
access to an additional $30 million of 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.

One of the conditions for borrowing under the DiP facility was that 
certain key suppliers of paging equipment shall have entered into agreements 
with the Company to sell equipment and provide services. The Company announced 
on February 10, 1996 that it had received court approval to pay the 
pre-petition claims of certain key suppliers and that it had entered into 
agreements with those suppliers, including Motorola, the Company's largest 
supplier of pagers. The Company also said at that time that it has placed 
orders with Motorola and Glenayre, the Company's largest supplier of 
infrastructure equipment, and that Motorola and Glenayre will commence 
shipping product shortly.

Joseph A. Bondi, Chairman - Restructuring, said: "Three weeks after filing 
for chapter 11 protection we have made considerable progress in achieving our 
initial objectives: we have added the strong leadership of Ron Grawert, who 
recently came on board as Chief Executive Officer; we now have access to 
substantial additional capital in the form of DiP financing; and, as a result 
of agreements reached with Motorola and other key suppliers, we are back on a 
normal order cycle for pagers and other equipment. Our chapter 11 proceeding 
is progressing as expected with no interruption in service to our customers."

<PAGE>
                                     2


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 is licensed to operate two nationwide narrowband PCS networks.

The agreement relating to the DiP facility and the agreements with Motorola, 
Glenayre and the other key suppliers are publicly available through the 
bankruptcy court. 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.

                                     ###



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission