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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 10, 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
Item 4. Changes in Registrant's Certifying Accountant
Not Applicable.
Item 5. Other Events.
On February 10, 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: February 10, 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 February 10, 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 ENTERS INTO
LONG - TERM SUPPLY AGREEMENT WITH MOTOROLA
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COMPANY GAINS ACCESS TO DiP FINANCING
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JOSEPH BONDI NAMED CHAIRMAN - RESTRUCTURING
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RONALD GRAWERT NAMED CHIEF EXECUTIVE OFFICER
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RIDGEFIELD PARK, NEW JERSEY, FEBRUARY 10, 1997 -- MobileMedia Corporation
[Nasdaq: MBLMQ] announced today that it has entered into supply agreements
with certain key suppliers, including Motorola, Inc., Glenayre Electronics,
Inc., NEC and Panasonic, and that the Company's request to pay the
pre-petition claims of each of these key suppliers was approved by the
bankruptcy court on February 6, 1997. The Company stated that it has paid the
pre-petition claims of each of these suppliers.
The Company said that it has placed orders with Motorola, the Company's
largest supplier of pagers, and Glenayre, the Company's largest supplier of
intrastructure equipment, and that Motorola and Glenayre will commence
shipping product shortly.
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,
Glenayre and the other key suppliers satisfied one of the conditions under the
DiP agreement, and the Company can now borrow up to $70 million under the DiP
facility, of which it has used $48 million to pay the key suppliers, among
other things.
A court hearing for final approval of the DiP facility is scheduled for
February 19, 1997, and assuming final approval is granted at that hearing,
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 when the Company delivers a business plan by April
15, 1997 that is approved by the banks' financial advisor.
(more)
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2
The Company also announced two management additions. Joseph A. Bondi has been
named Chairman - Restructuring and Ronald R. Grawert has been named Chief
Executive Officer, both effective immediately. Mr. Bondi is a Managing
Director with Alvarez & Marsal, a turnaround consulting firm, and has worked
with MobileMedia as a consultant since December 1996. Mr. Bondi has also been
involved in the turnarounds of other companies, including Phar-Mor, Inc., the
drug store chain, and Republic Health Corporation.
Mr. Bondi said: "While a major step forward was taken with the chapter 11
filing, significant work remains to address MobileMedia's financial and
operational challenges. Reaching an agreement with Motorola was a key
objective in our filing for chapter 11 protection. With that accomplished and
having gained access to interim financing, we can now turn our attention to
developing an operational turnaround plan."
Mr. Grawert was previously Executive Vice President - Operations of GTE
Mobilnet responsible for the field operations of the cellular operating
company of GTE Corporation. Prior to that, he held the position of Vice
President - Technology for GTE Telecommunications and Services, the
non-regulated businesses of GTE including the cellular operations. Mr.
Grawert is also the Chairman of the Board of Directors of the
Telecommunications Industry Association.
Mr. Grawert said: "I joined MobileMedia because I believe strongly in the
future of the company and the exciting opportunities in the wireless
messaging industry. MobileMedia has a solid customer base and excellent
technological infrastructure. I look forward to working with Joe Bondi and
the rest of the management team to achieve our objective of making
MobileMedia a stronger, more competitive company."
David A. Bayer has been Acting Chief Executive Officer since November 1996
and will remain as Chairman of the Board of Directors. Mr. Bayer said, "I am
delighted that we are putting in place the senior members of the turnaround
team and that we have been able to attract a leader in the wireless industry
of Ron Grawert's stature."
MobileMedia is the second largest provider of paging and personal
communciations 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.
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.
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