<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): April 23, 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 April 23, 1997, the Company filed with the Federal
Communications Commission the motion attached hereto
as Exhibit 99.1. On April 24, 1997, the Company
issued the press release attached hereto as Exhibit
99.2.
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: April 24, 1997 By: /s/ Santo J. Pittsman
---------------------
Santo J. Pittsman
Senior Vice President and
Chief Financial Officer
<PAGE>
EXHIBIT INDEX
Exhibit Page
- ------- ----
Exhibit 99.1 -- Motion.
Exhibit 99.2 -- Press Release.
<PAGE>
Emergency Motion for Special Relief
Before the
FEDERAL COMMUNICATIONS COMMISSION
Washington, D.C. 20554
In the Matter of )
)
MOBILEMEDIA CORPORATION, et al. ) WT Docket No. 97-115
)
Applicant for Authorizations and Licensee )
of Certain Stations in Various Services )
To: The Honorable Joseph Chachkin
EMERGENCY MOTION FOR SPECIAL RELIEF AND
STAY OF PROCEEDINGS
REGARDING MOBILEMEDIA CORPORATION
MOBILEMEDIA CORPORATION
Richard E. Wiley
Robert L. Pettit
Nancy J. Victory
WILEY, REIN & FIELDING
1776 K Street, N.W.
Washington, D.C. 20554
(202) 429-7000
April 23, 1997
<PAGE>
TABLE OF CONTENTS
Page
I. THE INSTANT SITUATION PRESENTS A CASE OF FIRST IMPRESSION,
BUT ONE THAT FITS SQUARELY WITHIN THE SECOND THURSDAY DOCTRINE........... 4
A. MobileMedia Is a Large, Publicly Traded Company in
the Midst of a Complex Bankruptcy Reorganization .................... 4
B. The Outcome of MobileMedia's Chapter 11 Proceeding
Will Comply with the Second Thursday Doctrine........................ 8
II. THE TEST TRADITIONALLY APPLIED BY THE COMMISSION SUPPORTS THE
ISSUANCE OF A STAY OF THE HEARING .......................................10
A. Unless the Threat of Service Disruption Is Immediately
Removed, MobileMedia's Operations Would Likely Suffer
Material, Irreparable Harm...........................................12
B. Other Parties Will Not Suffer Any Harm Resulting From
Grant of the Requested Relief........................................13
C. The Public Interest Requires Grant of the Requested Stay.............14
III. CONCLUSION...............................................................16
-i-
<PAGE>
Before the
FEDERAL COMMUNICATIONS COMMISSION
Washington, D.C. 20554
In the Matter of )
)
MOBILEMEDIA CORPORATION, et al. ) WT Docket No. 97-115
)
Applicant for Authorizations and Licensee )
of Certain Stations in Various Services )
To: The Honorable Joseph Chachkin
EMERGENCY MOTION FOR SPECIAL RELIEF AND
STAY OF PROCEEDINGS
REGARDING MOBILEMEDIA CORPORATION
MobileMedia Corporation and its subsidiaries ("MobileMedia" or "the
Company"), debtors-in-possession, by their attorneys and pursuant to Section
1.43 of the Commission's Rules,(1) hereby request: (1) an immediate finding that
a solution consistent with the Commission's Second Thursday precedent(2) is
available to and may be pursued by the Company; and (2) a 10-month stay of
further proceedings in the instant hearing(3) in order to permit the Company to
pursue and finalize a transfer or assignment of the subject authorizations and
applications that would satisfy the Commission's Second Thursday doctrine.
- ----------
(1) 47 C.F.R.ss.1.43 (1996).
(2) See Second Thursday Corp., 22 F.C.C.2d 515 (1970). See, infra, at 8.
(3) The hearing was instituted on April 8, 1997 by Commission order.
MobileMedia Corporation, et al., Order to Show Cause, Hearing Designation Order
and Notice of Opportunity for Hearing for Forfeiture, FCC 97-124 (April 8, 1997)
[hereinafter "Order"].
<PAGE>
-2-
This is a case of first impression in that it involves a publicly traded
corporation, that is in the midst of a complex reorganization involving a
substantial web of creditor relationships under the supervision of the
bankruptcy court. As detailed below, these complexities mean that, unlike most
prior Second Thursday applicants, the Company is not yet in a position to file
immediate Second Thursday applications. However, MobileMedia is irrevocably
committed to pursuing a process that will result in an assignment or transfer of
control that is fully and strictly consistent with the Second Thursday
precedent. As demonstrated herein, the requirements of the bankruptcy process
will ensure that the outcome of MobileMedia's Chapter 11 proceeding will result
in a transfer of control -- whether through a sale of MobileMedia to a third
party or through a plan of reorganization that transfers ownership of the
Company to MobileMedia's creditors -- which will satisfy the requirements of
Second Thursday.
Accordingly, for the reasons detailed below, the Company urges the prompt
issuance of a stay (or other suspension of the procedural dates in) the hearing
with regard to the Company.(4) By doing so, MobileMedia also requests it be made
clear that a Second Thursday solution is available to and may be pursued by the
Company. Unless the hearing is immediately stayed and the Commission makes clear
to
- ----------
(4) MobileMedia directors are currently in discussions with the Wireless
Telecommunications Bureau staff as to procedures for narrowing and expeditiously
resolving any issues applicable to directors individually, in this proceeding or
other expedited procedural mechanism.
<PAGE>
-3-
MobileMedia's 4.3 million customers that service will neither be interrupted nor
terminated if a Chapter 11 plan of reorganization consistent with Second
Thursday is confirmed and approved by the Commission, the business of
MobileMedia, a Chapter 11 debtor-in-possession, would likely suffer material and
irreparable damage. In addition, its creditors, to whom in excess of $1.1
billion is owed, would potentially suffer material losses; and its 4.3 million
innocent subscribers, who are concerned about the risk of interruption of
service, could suffer the expense and inconvenience of changing their paging
service.(5) The Commission's own well-developed public interest priorities, as
well as comity with federal bankruptcy law and process, warrant a stay of the
enforcement proceedings while MobileMedia pursues this Second Thursday solution.
- ----------
(5) As demonstrated below, because of the potential for material and
irreparable harm to the Company, its subscribers and the wireless industry, the
public interest requires immediate action on this request. Accordingly,
MobileMedia urges the Wireless Telecommunications Bureau to submit its comments
on the motion as quickly as practicable to permit action on this motion without
waiting for expiration of the full time for filing responsive pleadings. See 47
C.F.R. ss. 1.298 (1996).
<PAGE>
-4-
I. THE INSTANT SITUATION PRESENTS A CASE OF FIRST IMPRESSION, BUT ONE THAT
FITS SQUARELY WITHIN THE SECOND THURSDAY DOCTRINE
A. MobileMedia Is a Large, Publicly Traded Company in the Midst of a
Complex Bankruptcy Reorganization
In contrast to the typical licensee seeking relief under the Second
Thursday doctrine, MobileMedia is the second largest provider of paging service
in the country, with over 4.3 million subscribers and paging transmission
service in 50 states. It is a public company whose common stock is traded on the
Nasdaq National Market with over 45 million shares outstanding. For fiscal year
1996, it had gross revenues of over $600 million.
On January 30, 1997, MobileMedia filed Chapter 11 proceedings in the United
States Bankruptcy Court in Wilmington, Delaware to preserve its business
operations while it restructured its more than $1.1 billion in debt. As a result
of its filing for Chapter 11 protection, MobileMedia is subject to a whole host
of regulatory requirements, all subject to oversight by the United States
Bankruptcy Court and monitored by an official Creditors Committee appointed by
the United States Trustee, an arm of the Department of Justice. 11 U.S.C. ss.ss.
1102, 1103. There also is oversight by a steering committee of pre-petition
secured lenders and by the post-petition lenders to MobileMedia as
debtor-in-possession. As debtor-in-possession, the Company has, by statute, the
rights, powers and obligations of a Chapter 11 trustee. Paramount among these
obligations is the duty to maximize enterprise value for the
<PAGE>
-5-
benefit of parties in interest in the order of their legal priority.(6) The
debtor-in-possession in a Chapter 11 case is, in effect, a trustee charged with
a fiduciary duty to do what is necessary to accomplish that goal. A debtor may
conclude that the greatest value would result from a sale to a third party.
Alternatively, a debtor's existing creditors may convert all or a significant
portion of their debt to equity -- in effect, a "sale" of their debt for equity
- -- and take control of the company.
In order to be approved by the Bankruptcy Court, any plan must comply with
the Code's many requirements pertaining to public policy and to the equitable
treatment of creditors. See, e.g., 11 U.S.C. ss. 1129. For example, one such
provision requires that the selection of officers and directors be consistent
with public policy. 11 U.S.C. ss. 1129(a)(5). Of equal importance, a plan of
reorganization must comply with the so-called "absolute priority rule", which
provides that if secured and unsecured creditors are not paid in full under a
plan of reorganization, no class junior to them (i.e., equity) may retain any
interest whatsoever in the debtor unless each class of creditors agrees. 11
U.S.C. ss. 1129(b).
Recognizing its fiduciary obligations and the economic reality of the
present situation, MobileMedia is already moving as expeditiously as possible
towards formulating a plan of reorganization consistent with these requirements.
It has retained
- ----------
(6) See Commodity Futures Trading Comm'n v. Weintraub, 471 U.S. 343, 355
(1985); see also LaRose v. FCC, 494 F.2d 1145, 1149 (D.C. Cir. 1974) (receiver
was "an officer of the court . . . charged with the duty of disposing of the
assets in a manner that maximized the interests of the creditors").
<PAGE>
-6-
the Blackstone Group L.P. as its financial advisor, and Ernst & Young LLP and
Alvarez & Marsal, Inc. (which has provided the services of Joseph A. Bondi,
MobileMedia's Chairman-Restructuring) as its accountants and turnaround
consultants. It has also hired a new Chief Executive Officer, Ronald Grawert.
However, even though MobileMedia is attempting to move ahead quickly with a
plan of reorganization, the Company cannot effect the inevitable change of
control overnight. Because of the complexities of the requirements of being a
publicly held corporation as well as the stringent requirements of the
bankruptcy process, finalizing and confirming a plan -- even on an aggressive
schedule -- is expected to take ten months at a minimum. Indeed, the Bankruptcy
Code contains detailed provisions governing the proposal and confirmation of a
plan of reorganization. Once the parameters of a plan are decided upon by the
debtor, the Bankruptcy Code mandates the preparation of a detailed written plan
and disclosure statement that must be approved by the Bankruptcy Court before
being distributed to the creditors for approval. 11 U.S.C. ss. 1125.
Accordingly, MobileMedia estimates that identification and approval of its
reorganization plan will likely require the following:
o Determination as to which business solution, sale or internal
reorganization, will produce the highest enterprise value (75 to 120 days);
o Negotiation of a consensual reorganization plan with its creditors and
other stakeholders (50 days);
o Preparation and filing of a reorganization plan and disclosure statement
(45 days);
<PAGE>
-7-
o Court approval of the disclosure statement (35 days);
o Solicitation of acceptances to the reorganization plan (60 to 75 days);
o Confirmation of the reorganization plan (30 days); and
o Commission approval of the transfer of the business before the
reorganization becomes effective.
In other words, from the point in time that MobileMedia knows the form of the
business transaction its reorganization will take, it is likely to take six
months to complete the bankruptcy process and file appropriate FCC applications.
Yet, to have a business to sell or reorganize, MobileMedia must be able to
announce to the marketplace that the solution offered by the Second Thursday
doctrine will be available to it, and that it will be able to preserve the
business value and transfer ownership of the Company and its licenses to its
creditors or to a third party for the benefit of its creditors. Otherwise,
deterioration to MobileMedia's business may well preclude any meaningful attempt
to effect such a transfer.
MobileMedia proposes to file quarterly reports with the Presiding Officer
and/or Commission detailing its efforts to satisfy each of the steps outlined
above. These status updates would serve to inform the Commission as to the
Company's progress in complying with these many corporate and bankruptcy
requirements, while also reassuring the agency that MobileMedia is actively and
aggressively pursuing a solution consistent with Second Thursday.
<PAGE>
-8-
B. The Outcome of MobileMedia's Chapter 11 Proceeding Will Comply with
the Second Thursday Doctrine
Under the Commission's Second Thursday doctrine, a licensee in bankruptcy
can forgo an FCC hearing on qualifications issues and effect a transfer of its
licenses to a qualified third party as long as the individuals charged with
misconduct (1) would have no part in the proposed operations and (2) would
derive no benefit from such transfer, or would receive only a minor benefit that
would be outweighed by equitable considerations in favor of innocent creditors.
The Second Thursday doctrine is specifically designed to "accommodate[] the
policies of federal bankruptcy law with those of the Communications Act." LaRose
v. FCC, 494 F.2d 1145, 1147 (D.C. Cir. 1974).
MobileMedia's eventual plan of reorganization -- whether it effectuates a
sale to a third-party (as in LaRose, supra) or effectuates an "internal"
reorganization (as in Seraphim Corp., 4 F.C.C. Rcd 8819 (1989)) -- will involve
a transfer of control and thus a transfer of MobileMedia's FCC licenses. This
conclusion is dictated by three factors, which are discussed below:
1. MobileMedia's capital structure;
2. The procedural and substantive requirements of federal bankruptcy and
telecommunications law; and
3. The value of MobileMedia's business as a going concern.
Moreover, any plan of reorganization will satisfy all of the components of the
Second Thursday doctrine.
<PAGE>
-9-
Currently, MobileMedia owes in excess of $1.1 billion to its creditors. Of
that $1.1 billion, $649 million was borrowed, pre-petition, from a syndicate of
banks and financial institutions. In the first weeks of its Chapter 11 case,
MobileMedia obtained a commitment for up to $200 million in debtor-in-possession
financing to be provided by a subset of its pre-bankruptcy lenders, with The
Chase Manhattan Bank as agent.(7) Both the pre-petition and post-petition bank
debt is secured by virtually all of the assets of MobileMedia. MobileMedia also
has outstanding three series of public unsecured, subordinated bonds totaling
more than $425 million. MobileMedia additionally owes approximately $14 million
to over 3,000 pre-petition trade and other creditors.
At the bottom of MobileMedia's capital structure is its outstanding common
stock, of which approximately 64% is publicly-traded and not held by any person
affiliated with the Company. As discussed above, bankruptcy law requires that
these equityholders cannot retain any interest in a reorganized entity unless
creditors are made whole or otherwise consent. The Company believes that any
conceivable plan of reorganization for MobileMedia, other than a sale to a third
party, would involve a massive conversion of debt to equity, and the substantial
dilution, if not total elimination, of equity. A sale would, of course, benefit
parties in interest in the order of priority set forth in the Bankruptcy Code.
- ----------
(7) This debtor-in-possession financing was obtained in order to pay
approximately $45 million in trade debt and to fund its on-going obligations.
The credit line is expected to enable MobileMedia to stabilize its business
operations and negotiate a reorganization plan with its lenders.
<PAGE>
-10-
Thus, any plan of reorganization -- whether involving a sale of MobileMedia
to a third party or a transfer of ownership to MobileMedia's creditors -- will
necessarily involve a transfer of control to new equityholders who, subject to
Commission approval and bankruptcy procedure, will select their own board of
directors, which in turn will appoint officers and senior management. Further,
MobileMedia commits that any person who is charged with wrongdoing at the time
of the confirmation of the reorganization plan will not be involved with the
Company from that time forward. Therefore, any reorganization plan will comply
with both prongs of the Second Thursday doctrine, since there will be a transfer
of licenses in which any individuals charged with misconduct at the time of the
plan's confirmation will have no part in the proposed operations and will not
derive any benefit from the transfer, except to the extent permitted by Second
Thursday. Moreover, since any reorganization plan will involve a transfer of
licenses or change of control, any such plan will necessarily be subject to the
Commission's approval and its determination of such plan's compliance with the
Second Thursday doctrine.
II. THE TEST TRADITIONALLY APPLIED BY THE COMMISSION SUPPORTS THE ISSUANCE OF A
STAY OF THE HEARING
Flexible accommodation of the purposes of the bankruptcy law mandates
suspension of the hearing in this case. See LaRose, supra. Moreover, the
Commission has consistently granted stays of agency proceedings where a
particular party or parties -- and the public interest -- would be detrimentally
or irreparably affected absent relief.
<PAGE>
-11-
Four factors are ordinarily considered in determining whether a stay is
warranted: (1) the likelihood that the petitioner will prevail on the merits;
(2) the likelihood that the petitioner will be irreparably harmed absent a stay;
(3) the prospect that others will be harmed if a stay is granted; and (4) the
public interest in granting the stay.(8) In the past, the Commission has
frequently stayed hearing proceedings pending the Commission's consideration of
Second Thursday and similar solutions.(9)
As addressed in detail above, MobileMedia is irrevocably committed to
pursuing a Second Thursday transaction as soon as practicable. As such,
MobileMedia plainly meets the first factor.(10) A review of the other criteria
justifying a stay also strongly support grant of the requested relief.(11)
- ----------
(8) See Virginia Petroleum Jobbers Ass'n v. FPC, 259 F.2d 921 (D.C. Cir.
1958) (per curiam), as modified by Washington Metropolitan Area Transit Comm'n
v. Holiday Tours, 559 F.2d 841 (D.C. Cir. 1977); see also Cellular Marketing,
Inc. v. Houston Cellular Telephone Co., 4 F.C.C. Rcd 6667 (1989).
(9) See, e.g., Oyate, Inc., 3 F.C.C. Rcd 3940 (1988); KOZN(FM) Stereo 99,
Ltd., 3 F.C.C. Rcd 877, 877 (1988); Cosmopolitan Enterprises, Inc., 73 F.C.C. 2d
700,701 (1979). See also Atkins Broadcasting, 8 F.C.C. Rcd 6321, 6322 (Mass
Media Bur. 1993); Allan H. Weiner, 1986 Lexis 3580 (Mass Media Bur. 1986) (stay
granted and twice extended); Blue Ribbon Broadcasting, Inc., 90 F.C.C.2d 1029,
1030-31 (ALJ 1981).
(10) Since the bankruptcy proceeding will ultimately lead to a change of
control under the Second Thursday doctrine, it is unnecessary to address whether
MobileMedia would prevail in the merits in the hearing. Rather, the pertinent
analysis is whether the Company has demonstrated that it would prevail on the
merits of a Second Thursday application.
(11) Indeed, even where the substance of the proposed Second Thursday
transfer has presented "a close and difficult question," the Commission has
granted a stay of further hearing proceedings. Oyate, Inc., 3 F.C.C. Rcd at
3940.
<PAGE>
-12-
A. Unless the Threat of Service Disruption Is Immediately Removed,
MobileMedia's Operations Would Likely Suffer Material, Irreparable Harm
MobileMedia's paging business would likely suffer material and irreparable
damage absent the requested stay and confirmation that MobileMedia's operations
can be preserved through an assignment or transfer of control consistent with
the Second Thursday doctrine. Such damage would likely result in a loss of
business value of hundreds of millions of dollars, all to the immediate
detriment of MobileMedia's innocent creditors, including its thousands of
unsecured creditors. The potential harm to MobileMedia's business would result
from the hearing process itself, regardless of the eventual outcome of the
hearing on the merits.
MobileMedia's business, as is the case with other paging companies,
requires that it continually add new customers to grow the revenue base and to
replace those that terminate their service or "churn." This is necessary for the
business to remain viable. The pendency of a hearing that may result in a loss
of MobileMedia's licenses could cause many existing and prospective customers,
particularly large corporations, hospitals and government agencies, not to
select or continue with MobileMedia as their carrier. For such customers, the
choice of a paging service represents a significant investment; indeed, the
service becomes an integral part of their business operations. Fear as to the
reliability of that service could prompt existing or prospective customers to
select another paging provider. Customers who become aware that MobileMedia's
<PAGE>
-13-
licenses could be revoked may be incentivized to switch to a competitor in order
to avoid the possibility of business disruption. Some large MobileMedia
customers have already expressed concern about the risk to their service as a
result of the hearing announcement.
The uncertainty posed by the hearing process could also negatively affect
employee morale, lead to the loss of existing employees, and make it exceedingly
difficult to hire new employees. Unless the Commission stays the hearing with
respect to MobileMedia and confirms that the operations can be preserved through
a Second Thursday solution, MobileMedia could incur increased employee morale
problems that might rapidly harm its business operations and its customer base,
thereby causing a material loss in business value to the detriment of the
Company's thousands of innocent creditors.
Moreover, given the costly and labor-intensive nature of the administrative
hearing process, the hearing's continued pendency with respect to MobileMedia
would be a significant distraction and hindrance to the stabilization and
reorganization of the business.
B. Other Parties Will Not Suffer Any Harm Resulting From Grant of the
Requested Relief
MobileMedia would plainly benefit from the requested action, as would its
innocent creditors, which will be more likely to maximize their recovery if the
<PAGE>
-14-
company is permitted to engage in a court-supervised plan of reorganization
unaffected by the hearing process.
C. The Public Interest Requires Grant of the Requested Stay
The requested relief is plainly consistent with the public interest. As an
initial matter, a suspension of the hearing would enable the bankruptcy
proceeding to go forward, avoiding frustration of the core purposes of the
bankruptcy law. Moreover, any further harm to the country's second largest
paging company resulting from the risks, costs and distractions of a Commission
hearing process could also have adverse effects on the paging industry and the
wireless marketplace as a whole, including a reduction in the level of
competition. The current competitive pressures that stimulate lower prices and
more service options for consumers and incentives to pursue technological and
customer service innovations could be substantially diminished. These potential
anti-competitive effects are inconsistent with the Commission's Congressional
mandate to foster competition.
Further, the potential damage to MobileMedia's business operations could
affect the valuation and financial health of the entire wireless industry. Over
the course of the last few years, wireless companies have seen their stock
prices fall dramatically. Banks and investment companies once so eager to
finance wireless enterprises have recently been closing their doors to members
of this industry. Indeed, the recent slew of defaults or near-defaults by new
PCS companies evidences the difficulties wireless
<PAGE>
-15-
companies face in seeking financing. MobileMedia's financial problems have
already had a damaging impact on the rest of the paging industry, both in terms
of market value and access to capital. Further harm to MobileMedia's business
during the pendency of this hearing could increase these detrimental effects and
extend them to the rest of the wireless industry.
Moreover, the requested relief, if granted, will help to ensure that
MobileMedia's 4.3 million subscribers will continue to receive reliable, quality
paging service. As indicated above, the risks, costs and distractions of the
hearing process may cause material and irreparable damage to MobileMedia's
business, detrimentally affecting the quality and availability of the Company's
vital communications services. Such potential damage to the business may also
impair the Company's ability to implement upgrades and other improvements to
enhance the services now being provided to subscribers. Clearly, such an outcome
would not be in the public interest.
In addition, as detailed above, the potential harm to MobileMedia absent
such relief would likely adversely affect the Company's thousands of innocent
creditors. These entities include not only banks and investment firms that have
provided financing, but pension funds and individual bondholders, as well as
several thousand companies that have provided goods or services to MobileMedia.
Finally, grant of the requested relief would serve the public interest by
conserving resources (both the Company's and the government's) that otherwise
would be expended resolving issues that will be rendered moot by application of
the Second
<PAGE>
-16-
Thursday doctrine.(12) Because MobileMedia is committed to transfer or assign
its licenses in a manner to satisfy the Second Thursday requirements, it would
not serve the public interest to proceed with the hearing with respect to
MobileMedia at this time and needlessly expend public and private funds.
III. CONCLUSION
For the foregoing reasons, MobileMedia urges the Commission promptly to
stay the hearing with respect to MobileMedia initiated in its April 8, 1997
Order and specifically to confirm that the Company's transfer or assignment of
its authorizations through an approved Second Thursday transaction would
terminate the hearing with respect to MobileMedia and permit the preservation of
the subject paging licenses (albeit under a change of control). Such action is
consistent with Commission precedent and will help to ensure the continued
provision of valuable paging services to
- ----------
(12) See Oyate, Inc., 3 F.C.C. Rcd at 3940 ("we do not believe that it
would serve the public interest to expend hearing resources while we consider
this matter").
<PAGE>
-17-
millions of subscribers, to protect innocent creditors owed on excess of $1.1
billion, and to maintain the competitiveness and financial health of the
wireless industry.
Respectfully submitted,
MOBILEMEDIA CORPORATION
By: /s/ Robert L. Pettit
---------------------------
Richard E. Wiley
Robert L. Pettit
Nancy J. Victory
of
WILEY, REIN & FIELDING
1776 K Street, N.W.
Washington, D.C. 20554
(202) 429-7000
April 23, 1997
<PAGE>
CERTIFICATE OF SERVICE
I hereby certify that on this 23rd day of April, 1997, I caused copies of
the foregoing "Emergency Motion For Special Relief And Stay Of Proceedings
Regarding MobileMedia Corporation" to be hand-delivered to the following:
Commissioner Reed E. Hundt
Federal Communications Commission
1919 M Street, N.W.
Room 814
Washington, DC 20554
Commissioner Rachelle B. Chong
Federal Communications Commission
1919 M Street, N.W.
Room 844
Washington, DC 20554
Commissioner Susan Ness
Federal Communications Commission
1919 M Street, N.W.
Room 832
Washington, DC 20554
Commissioner James H. Quello
Federal Communications Commission
1919 M Street, N.W.
Room 802
Washington, DC 20554
Mr. William E. Kennard
General Counsel
Federal Communications Commission
1919 M Street, N.W.
Room 614
Washington, DC 20554
Daniel B. Pythyon
Acting Chief
Wireless Telecommunications Bureau
2025 M Street, N.W., Room 5002
Washington, DC 20554
<PAGE>
-2-
Rosalind K. Allen
Deputy Chief
Wireless Telecommunications Bureau
2025 M Street, N.W., Room 5002
Washington, DC 20554
Gary P. Schonman
D. Anthony Mastando
Enforcement Division
Wireless Telecommunications Bureau
2025 M Street, N.W., Room 8308
Washington, DC 20554
/s/ Corliss Holly-Harkins
--------------------------------
Corliss Holly-Harkins
<PAGE>
Press Release
FOR IMMEDIATE RELEASE
For: MobileMedia Corporation
Media Contact: Krista Grossman - 212/484-7760
Investor Contact: Laura Wilker - 201/462-4959
[Logo] MobileMedia
MOBILEMEDIA SEEKS TO STAY FCC HEARING
- --------------------------------------------------------------------------------
RIDGEFIELD PARK, NEW JERSEY, APRIL 24, 1997 - MobileMedia Corporation [Nasdaq:
MBLQE] announced today that it filed a motion on April 23, 1997 with the Federal
Communications Commission (FCC) seeking a stay of the hearing proceeding
instituted by the FCC order entered April 7, 1997. The motion discusses the
consequences of a grant and a denial of the motion to the Company and its debt
and equity holders. MobileMedia has filed a Current Report on Form 8-K with the
Securities and Exchange Commission that includes a copy of the motion.
###
