MOBILEMEDIA CORP
8-K, 1998-07-09
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): July 8, 1998

                             MOBILEMEDIA CORPORATION
             (Exact name of registrant as specified in its charter)

         Delaware                  0-26320                  22-3253006
     (State or other         (Commission File No.)         (IRS Employer
      jurisdication                                     Identification No.)
    of incorporation)

            Fort Lee Executive Park, One Executive Drive, Suite 500,
                           Fort Lee, New Jersey 07024
                    (Address of principal executive offices)
                                   (Zip Code)

                                 (201) 224-9200
              (Registrant's telephone number, including area code)


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

        (Former name or former address, if changed since last report)


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<PAGE>

Item 5.  Other Events.

            On July 8, 1998, MobileMedia Corporation and MobileMedia
Communications, Inc. issued the press release filed herewith as Exhibit 99.1,
disclosing the signing of an agreement with Pinnacle Towers Inc. for a sale
and leaseback arrangement.




















                                       2
<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.

Date:  July 8, 1998                 MOBILEMEDIA CORPORATION

                                    By: /s/ David R. Gibson
                                        ----------------------------
                                        David R. Gibson
                                        Senior Vice President and
                                        Chief Financial Officer


                                       3
<PAGE>

                                  EXHIBIT INDEX

Exhibit No.                                                 Page
- -----------                                                 ----

99.1        Press Release















                                       4


FOR IMMEDIATE RELEASE

For:  MobileMedia

Media Contact:    Krista Grossman  310/207-4553
Investor Contact: Lynne Burns  201/969-4959 or 201/969-4999


                 MOBILEMEDIA TO SELL 163 TRANSMISSION TOWERS
                          --------------------------
               MobileMedia Signs Agreement with Pinnacle Towers
                         for Sale/Leaseback Arrangement
           ---------------------------------------------------------

FORT LEE, New Jersey, July 8, 1998 - MobileMedia Corporation announced today
that it has entered into a definitive agreement with Pinnacle Towers Inc. for
the sale and leaseback of 163 transmission towers.

Pinnacle has agreed to purchase the towers for $170 million in cash. MobileMedia
will continue to own and utilize transmitters, antennas and other equipment
located on the towers through a leaseback arrangement for an initial lease
period of 15 years at an aggregate annual rental of $10.7 million. MobileMedia
currently maintains approximately 700 transmitters on the towers for its own
paging transmissions, and leases out additional space on the towers.

MobileMedia said it is selling the towers, located at approximately 140 sites
across the U.S., in order to take advantage of the strong demand for towers that
exists currently in the marketplace and because it wishes to focus on its
primary paging business.

"We are very pleased to enter into this transaction which will allow us to
achieve significant proceeds through the sale of a non-core asset," said Joseph
A. Bondi, Chairman - Restructuring of MobileMedia. "We believe this transaction
will facilitate our attempts to reach a consensual Plan of Reorganization with
our creditors and the completion of our Chapter 11 proceeding."

The closing of the transaction requires bankruptcy court approval, which
MobileMedia will seek, and is subject to other customary legal and regulatory
conditions.

In addition to the 163 towers to be sold to Pinnacle, MobileMedia leases space
on more than 4,000 transmission towers nationwide for its paging transmission
systems.

                                     (more)


<PAGE>



MobileMedia Tower Sale/Page 2




MobileMedia is one of the largest providers of paging and personal
communications services in the United States. MobileMedia offers local, regional

and nationwide coverage in all 50 states, reaching markets of over 95% of the
U.S. population, and in the Caribbean. The Company operates two one-way
nationwide FLEX networks and recently announced its plans to commence
construction on two nationwide narrowband PCS networks for which it owns
licenses. MobileMedia Communications, Inc., doing business as MobileComm*, is a
wholly-owned subsidiary of MobileMedia Corporation. MobileComm can be found on
the World Wide Web at http://www.mobilecomm.com.

*Not associated with MobilComm, Inc. of Cincinnati, Ohio.

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