MOBILEMEDIA CORP
8-K, 1998-05-01
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): April 30, 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)

================================================================================
<PAGE>

Item 5.  Other Events.

            On April 30, 1998, MobileMedia Corporation and MobileMedia
Communications, Inc. issued the press release filed herewith as Exhibit 99.1,
disclosing certain financial projections.


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<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:  April 30, 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

                             MobileMedia Corporation

                        MobileMedia Communications, Inc.

                              Financial Projections

Fort Lee, N.J.--April 30, 1998--MobileMedia Corporation and MobileMedia
Communications, Inc. (collectively, "MobileMedia") today announced that because
they have learned that the current five-year financial projections of
MobileMedia Corporation (the "Projections") were inadvertently disclosed to
certain unauthorized persons, they are disclosing a summary of those projections
to the public. The Projections are subject to numerous assumptions, as described
below, and MobileMedia expressly disclaims any responsibility to update the
Projections to disclose any changes to them.

                  MobileMedia Corporation Financial Projections

                                ($ in thousands)

- -------------------------------------------------------------------------------
                           1998       1999       2000      2001       2002
- -------------------------------------------------------------------------------
Net Revenue              $421,038  $437,561   $491,629   $536,875  $568,412
- -------------------------------------------------------------------------------
EBITDA                   $ 94,971  $107,266   $145,483   $178,211  $198,166
- -------------------------------------------------------------------------------
EBITDA less Capex        $ 28,678  $  6,241   $ 62,073   $105,455  $128,485
- -------------------------------------------------------------------------------

            The Projections are forward looking statements for purposes of
Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A
of the Securities Act of 1933, as amended. Such statements inherently are
subject to a variety of risks and uncertainties that could cause actual results
to differ materially from those set forth in such statements. Such risks and
uncertainties, many of which are beyond the control of MobileMedia, include,
among others, those described under "Risk Factors" included in Item 1 of
MobileMedia's Annual Report on Form 10-K for the year ended December 31, 1995,
as well as risks and uncertainties relating to MobileMedia's history of
operating losses, inability to prepare 1996 or 1997 audited financial statements
(due to its inability to write down the carrying value of its long-lived assets
to their fair value as required by SFAS 121), the difficulty of predicting
future performance, the risk of delay or non-occurrence of any confirmation of,
or the terms of, any plan of reorganization for MobileMedia (the "Plan"), the
effect of the decline in MobileMedia's number of units in service, competition
and other factors in the paging industry, the demand for MobileMedia's products
and services, potential changes to MobileMedia's management under the Plan, and
various federal and state regulatory issues.

                                       5
<PAGE>

            In addition, the Projections are based on numerous assumptions,
including, among others, assumptions with respect to the following: recurring
revenue from the number of paging units in service and the pricing and usage of
MobileMedia's services, non-recurring revenue from overcalls, activation and
set-up fees, liquidated damages and finance charges, and other revenue (site
lease revenue and miscellaneous revenue), equipment sales/margins, the
collectibility of MobileMedia's revenues and, accordingly, the amount of bad
debt writeoffs and reserves, the level of capital expenditures and the level of
operating expenses (including technical expenses and subcontracting expenses).
There can be no assurance that all or any of such assumptions will prove to be
accurate, and therefore there can be no assurance that the Projections will be
achieved or prove accurate.

            The Projections are made only as of the date of this release.
MobileMedia expressly disclaims any obligation or undertaking to release any
update or revision to the Projections to reflect any change in MobileMedia's
expectations with regard thereto or any change in events, conditions or
circumstances on which any statement is based.

            Contact:

            Media:      Krista Grossman
                        310-442-2516

            Investors:  Lynne Burns
                        201-969-4959

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