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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 5, 1999
MOBILEMEDIA CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-26320 22-3253006
(State or other (Commission File No.) (IRS Employer
jurisdiction 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)
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
On April 5, 1999, MobileMedia Corporation ("MobileMedia") and MobileMedia
Communications, Inc. ("Communications" and together with MobileMedia, the
"Debtors") issued the press release filed herewth as Exhibit 99.1 announcing
that it received an "Objectors' Proposal" on April 1, 1999 as contemplated by
the stipulation (the "Stipulation") approved by the United States Bankruptcy
Court for the District of Delaware (the "Bankruptcy Court") on March 23, 1999
relating to the Debtors' Third Amended Joint Plan of Reorganization (the
"Plan"). The Plan provides for the merger of MobileMedia into Arch
Communications Group, Inc. ("Arch") (Nasdaq:APGR).
Under the stipulation, the confirming hearing relating to the Plan was continued
until April 12, 1999 (the "Continued Confirmation Hearing"), and certain
unsecured creditors (the "Objectors") that have opposed confirmation of the Plan
were permitted until April 1, 1999 to deliver an alternative proposal for the
reorganization of the Debtors. The Objectors' Proposal received by the Debtors
contemplates a combination of the business and assets of MobileMedia with those
of TSR Wireless LLC ("TSR"), a privately held company.
Unless the Objectors' Proposal is withdrawn, the Bankruptcy Court will decide at
the Continued Confirmation Hearing whether the Objectors' Proposal meets the
requirements of the Stipulation (the "Requirements"). Under the Stipulation, if
the Bankruptcy Court finds that the Ojbectors' Proposal does not meet the
Requirements, the Plan would be confirmed, subject to a determination that the
Plan meets all requirements of the Bankruptcy Code. If the Bankruptcy Court
finds that the Objectors' Proposal meets the Requirements, the Bankruptcy Court
would deny confirmation of the Plan.
As contemplated by the Stipulation, the Debtors will be meeting and conferring
with TSR and the Objectors concerning the Objectors' Proposal. The Stipulation
provides that the Debtors have the right to file a written presentation of their
position with respect to the Plan and the Objectors' Proposal not later than
9:30 a.m. on April 9, 1999.
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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.
Date: April 9, 1999 MOBILEMEDIA CORPORATION
By: /s/ David R. Gibson
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David R. Gibson
Senior Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Page
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99.1 Press Release
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FOR IMMEDIATE RELEASE
For: MobileMedia Corporation
Media Contact: Krista Grossman 201/969-4959
Investor Contact: Lynne Burns 201/969-4999
MOBILEMEDIA RECEIVES "OBJECTORS PROPOSAL"
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FORT LEE, NJ, April 5, 1999 -- MobileMedia Corporation announced that it has
received an "Objectors Proposal" on April 1, 1999 as contemplated by the
Stipulation approved by the Bankruptcy Court on March 23, 1999 (the
"Stipulation") relating to MobileMedia's Third Amended Plan of Reorganization
(the "Plan"). The Plan provides for the merger of MobileMedia into Arch
Communications Group, Inc ("Arch") (Nasdaq: APGR).
Under the Stipulation, the confirmation hearing relating to the Plan was
continued until April 12, 1999 (the "Continued Confirmation Hearing"), and
certain unsecured creditors (the "Objectors") that have opposed confirmation of
the Plan were permitted to deliver an alternative Objectors Proposal for the
reorganization of the Debtors on or before April 1, 1999. The Objectors Proposal
received by the Debtors contemplates a combination of the business and assets of
MobileMedia with those of TSR Wireless LLC ("TSR"), a privately held company.
Unless the Objectors Proposal is withdrawn, the Bankruptcy Court will decide at
the Continued Confirmation Hearing whether the Objectors Proposal meets the
requirements of the Stipulation (the "Requirements"), including requirements
that the Objectors Proposal (A) be capable of confirmation and consummation
within a reasonable period of time, (B) provide (x) for payment in full in cash
of (i) all administrative claims, including the breakup fee in the amount of
$25,000,000 that may be payable to Arch under the merger agreement with Arch,
and (ii) the Allowed Claims of Classes 4 and 5 (except for default interest)
under the Plan (approximately $485 million), and (y) for a distribution to Class
6 (general unsecured creditors) that is materially greater in value than the
distribution to Class 6 under the Plan, (C) have financing committed or
reasonably capable of being obtained and (D) after taking into account all
relevant business factors (including, without limitation, any conditions and
contingencies), be superior to the Plan.
Under the Stipulation, if the Court finds that the Objectors Proposal does not
meet the Requirements, the Plan would be confirmed, subject to a determination
that the Plan meets all requirements of the Bankruptcy Code. If the Bankruptcy
Court finds that the Objectors Proposal meets the Requirements, the Bankruptcy
Court would deny confirmation of the Plan.
The Objectors Proposal includes a letter from TSR to the Objectors setting forth
a non-binding offer of TSR (the "TSR Letter") which proposes a business
combination involving the formation of a new parent corporation ("Newco") and
the acquisition, by merger or asset acquisition, of the
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business and properties of the Debtors and TSR (such transactions being called
the "Acquisition"). A majority of the Newco common stock would be owned by TSR's
existing equity owners and the unsecured creditors of the Debtors would own a
minority of the Newco common stock. The TSR Letter states that TSR believes that
the terms of its offer comply with the Requirements.
The TSR Letter indicates that funds for the Acquisition aggregating $755 million
would be comprised of (i) $290 million to be obtained under a secured senior
bank credit facility, (ii) $250 million in senior notes to be raised through an
offering, (iii) $150 million in senior subordinated notes to be raised through
an offering, and (iv) $65 million to be raised through the offering of Newco
rights to purchase Newco common stock to the unsecured creditors of the Debtors
(the TSR Letter does not indicate the source of such funding if or to the extent
that the rights offering is not fully subscribed).
The TSR Letter does not constitute a legally binding commitment of TSR or its
affiliates and does not include any commitments of financing sources to provide
the financing contemplated thereby. The TSR Letter indicates that TSR's
willingness to proceed is subject to (i) completion of business, legal and
accounting due diligence, (ii) final approval of the Acquisition and all
governing documentation by TSR directors and equity holders, (iii) receipt of
all necessary financing commitments, and (iv) an agreement for the payment of a
breakup fee of $25 million (which agreement would be contained in a binding
acquisition agreement).
The Debtors, together with financial and legal advisors, are reviewing the
Objectors Proposal and are not yet able to take a position as to the Objectors
Proposal (including whether or not it meets the Requirements). As contemplated
by the Stipulation, the Debtors will be meeting and conferring with TSR and the
Objectors concerning the Objectors Proposal. The Stipulation provides that the
Debtors have the right to file a written presentation of their position with
respect to the Plan and the Objectors Proposal not later than 9:30 a.m. on April
9, 1999, in advance of the Continued Confirmation Hearing on April 12, 1999.
MobileMedia filed a voluntary petition under chapter 11 of the U.S. Bankruptcy
Code on January 30, 1997. MobileMedia and Arch executed their merger agreement
on August 19, 1998 and have since executed certain amendments thereto. On
December 2, 1998, MobileMedia also filed the Plan, which provides for the
merger. The Federal Communications Commission approved the transfer of wireless
messaging licenses from MobileMedia to Arch by order dated February 2, 1999 and
released on February 5, 1999.
MobileMedia Corporation, Fort Lee, N.J., is one of the largest providers of
paging and personal communications services in the United States, reaching
markets of over 95 percent of the U.S. population, including the top 100
metropolitan statistical areas. MobileMedia, with 3,000 employees, offers local,
regional and nationwide coverage to more than three million subscribers in all
50 states, the District of Columbia and in the Caribbean. The Company operates
two one-way nationwide FLEX(TM) networks and is constructing a nationwide
narrowband PCS
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network. MobileMedia, doing business as MobileComm, can be found on the Internet
at www.mobilecomm.com. The Company is not associated with MobileComm, Inc. of
Cincinnati, Ohio.
Safe harbor statement under the Private Securities Litigation Reform Act of
1995: Statements contained in this news release that are not historical fact,
such as forward-looking statements concerning future financial performance and
growth, involve risks and uncertainties. Although MobileMedia believes the
expectations reflected in any forward-looking statements are based on reasonable
assumptions, it can give no assurance that its expectations will be attained.
Any forward-looking statements represent the best judgment of MobileMedia as of
the date of this release. The Company disclaims any intent or obligation to
update any forward-looking documents.
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