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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 9, 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 filed with the United States Bankruptcy Court for the District of
Delaware (the "Bankruptcy Court") a statement in support of its Third Amended
Plan of Reorganization (the "Plan") which provides for the merger of MobileMedia
in Arch Communications Group, Inc. ("Arch") (Nasdaq:APGR).
In summary, MobileMedia's statement asserts that the Plan is superior to the
alternative proposal for the reorganization of the Debtors filed on April 1,
1999 by certain of MobileMedia's creditors (the "Objectors' Proposal") proposing
a merger of MobileMedia and TSR Wireless, LLC ("TSR"); that the Objectors'
Proposal does not meet the requirements (the "Requirements") of the stipulation
(the "Stipulation") approved by the Bankruptcy Court on March 23, 1999; and that
the Objectors' Proposal should be rejected and the Plan confirmed.
As contemplated by the Stipulation, the confirmation hearing relating to the
Plan was continued until April 12, 1999 (the "Continued Confirmation Hearing").
Unless the Objectors' Proposal is withdrawn, the Bankruptcy Court will decide at
the Continued Confirmation Hearing whether the Objectors' Proposal is superior
to the Plan and otherwise complies with the Requirements. Unless the Court finds
that the Objectors' Proposal is superior and satisfies all Requirements, the
Plan would be confirmed, subject to a determination that it meets all
requirements of the Bnakruptcy Code.
On April 9, 1999 MobileMedia issued the press release filed herewith as Exhibit
99.2 announcing that TSR withdrew its proposal to acquire MobileMedia and the
objecting creditors had withdrawn their Objectors' Proposal. TSR indicated that
it had decided not to proceed with its proposal given the timing constraints
imposed by the bankruptcy process. MobileMedia expects the Bankruptcy Court to
approve the Plan on April 12, 1999 at the Continued Confirmation Hearing, with
the merger with Arch closing thereafter in early June, 1999.
2
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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 12, 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
99.2 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 RESPONDS TO "OBJECTORS PROPOSAL"
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FORT LEE, NJ, April 9, 1999 -- MobileMedia Corporation announced that it has
filed with the U.S. Bankruptcy Court for the District of Delaware a statement in
support of its Third Amended Plan of Reorganization (the "Plan" or the "Arch
Plan"), which provides for the merger of MobileMedia into Arch Communications
Group, Inc ("Arch") (Nasdaq: APGR).
In summary, MobileMedia's statement asserts that the Arch Plan is superior to an
Objectors Proposal filed by certain of MobileMedia's creditors proposing a
merger of MobileMedia and TSR Wireless, LLC ("TSR"); that the Objectors Proposal
does not meet the requirements of the Stipulation approved by the Bankruptcy
Court on March 23, 1999 (the "Requirements"); and that therefore the Objectors
Proposal should be rejected and the Arch Plan should be confirmed.
As contemplated by the Stipulation, the confirmation hearing relating to the
Plan was continued until April 12, 1999 (the "Continued Confirmation Hearing"),
and certain unsecured creditors 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.
Unless the Objectors Proposal is withdrawn, the Bankruptcy Court will decide at
the Continued Confirmation Hearing whether the Objectors Proposal is superior to
the Arch Plan and otherwise complies with the Requirements. Unless the Court
finds that the Objectors Proposal is superior and satisfies all Requirements,
the Arch Plan would be confirmed, subject to a determination that it meets all
requirements of the Bankruptcy Code.
MobileMedia believes the Objectors Proposal fails to meet the requirements of
the Stipulation for the following reasons:
o After taking into account all relevant business factors, the Objectors
Proposal is not superior to the Arch Plan. On the contrary, MobileMedia
believes that the Arch Plan is superior to the Objectors Proposal because:
* The Arch Plan is fully financed - Arch has fully committed and available
funding for the Arch merger.
(more)
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MobileMedia Responds to Objectors Proposal/Page 2
* The Arch Plan has ample post-closing liquidity to operate going forward.
* Arch stockholders, the Debtors' creditors and the FCC have already given
their approvals with respect to the Arch Plan.
* The Arch Plan is a superior business combination. The proposed merger with
Arch represents a strategic business combination that would create the
second largest paging company in the U.S.
o The recovery available to the Class 6 creditors is greater under the Arch
Plan than under the Objectors Proposal.
o Financing for the TSR transaction is not committed or reasonably capable of
being obtained. The Objectors Proposal does not include commitments to
provide any portion of the financing necessary to effect the TSR
transaction.
o The Objectors Proposal is incapable of being confirmed within a reasonable
period of time.
o The TSR letter does not constitute a "bona fide offer" for a merger between
TSR and MobileMedia, and the TSR letter and the investment banking letters
included with the Proposal do not meet the standards required by the
Stipulation.
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.
(more)
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MobileMedia Responds to Objectors Proposal/Page 3
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 network. MobileMedia, doing business as MobileComm, can be found
on the Internet at www.mobilecomm.com. The Company is not associated with
MobilComm, 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.
# # #
FOR IMMEDIATE RELEASE
For: MobileMedia Corporation
Media Contact: Krista Grossman 201/969-4959
Investor Contact: Lynne Burns 201/969-4999
For: TSR Wireless, LLC
Contact: Erik Volfing, Vice President Finance 201/947-5300
Kristine Wolf, Director of Corporate Communications
201/947-5300
TSR WIRELESS WITHDRAWS PROPOSAL
TO ACQUIRE MOBILEMEDIA
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FORT LEE, NJ, April 9, 1999--MobileMedia Corporation and TSR Wireless, LLC
("TSR") jointly announced that TSR has withdrawn its proposal to acquire
MobileMedia as part of an alternative reorganization plan (the "Objectors
Proposal") proposed by certain creditors that had objected 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).
MobileMedia indicated that the objecting creditors had withdrawn their Objectors
Proposal and that MobileMedia expects the Bankruptcy Court to approve the Plan
on April 12, 1999 at the continued confirmation hearing, with the merger with
Arch closing thereafter in early June, 1999.
TSR indicated that it had decided not to proceed with its proposal given the
timing constraints imposed by the bankruptcy process. TSR stated that it wished
MobileMedia well in its merger with Arch. MobileMedia indicated that it was
appreciative of the interest shown by TSR.
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.
Safe harbor statement under the Private Litigation Reform Act of 1995:
Statements contained in this news release that are not historical fact, such as
forward-looking statements, 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 at the date of this release. MobileMedia disclaims
any intent or obligation to update any forward-looking statements.
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