================================================================================
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 12, 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)
-------------------------
(Former name or former address, if changed since last report)
================================================================================
<PAGE>
Item 5. Other Events.
On April 12, 1999, MobileMedia Corporation ("MobileMedia") and MobileMedia
Communications, Inc. ("Communications" and together with MobileMedia, the
"Debtors") issued the press release filed herewith as Exhibit 99.1 announcing
that MobileMedia's Third Amended Plan of Reorganization (the "Plan") which
provides for the merger of MobileMedia into Arch Communications Group, Inc.
("Arch") (Nasdaq: APGR), was confirmed by the U.S. Bankruptcy Court for the
District of Delaware (the "Bankruptcy Court"). The Bankruptcy Court confirmed
the Plan after certain objectors to the Plan withdrew their alternative
proposal.
MobileMedia and Arch expect to close the merger transaction in early June, at
which time the Debtors will officially emerge from Chapter 11 protection. The
merger of Arch and MobileMedia will create the nation's second largest paging
company with more than seven million paging units-in-service in all 50 states.
On April 13, 1999, MobileMedia and Arch issued the press release filed herewith
as Exhibit 99.2 announcing that an expiration date of May 14, 1999 (5:00 p.m.
New York City time) has been established for the rights offering to
MobileMedia's unsecured creditors and the rights offering to Arch's stockholders
of record on January 27, 1999.
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: April 14, 1999 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
99.2 Press Release
4
FOR IMMEDIATE RELEASE
For MobileMedia: For Arch:
Krista Grossman 201/969-4959 (Media) Bob Lougee 508/870-6771
Lynne Burns 201/969-4999 (Investors)
COURT CONFIRMS MOBILEMEDIA PLAN OF REORGANIZATION
Confirmation Achieves Major Condition of Merger With Arch Communications
- --------------------------------------------------------------------------------
Fort Lee, NJ and Westborough, MA, April 12, 1999 -- MobileMedia Corporation and
Arch Communications Group, Inc. (Nasdaq: APGR) announced that MobileMedia's
Third Amended Plan of Reorganization (the "Plan"), which provides for the merger
of MobileMedia into Arch, has been confirmed by the U.S. Bankruptcy Court for
the District of Delaware. The Bankruptcy Court confirmed the Plan after certain
objectors to the Plan withdrew their alternative proposal.
MobileMedia and Arch expect to close the merger transaction in early June, at
which time MobileMedia will officially emerge from Chapter 11 protection. The
merger of Arch and MobileMedia will create the nation's second largest paging
company with more than seven million paging units-in-service in all 50 states.
Joseph A. Bondi, chairman-restructuring of MobileMedia and a managing director
of turnaround consultants Alvarez & Marsal, Inc., said, "We are delighted that
the Court has confirmed our Plan and approved the merger with Arch - this merger
will be a successful outcome for both the Company and our creditors, with our
secured creditors being paid in full in cash and unsecured creditors becoming
owners of a majority equity position in Arch. The merger with Arch is testimony
to the significant progress MobileMedia has made over the past two years to
strengthen our operations and finances. We look forward to emerging from Chapter
11 and combining our strengths with Arch's to form a potent wireless messaging
competitor."
C. Edward Baker, Jr., Arch chairman and chief executive officer, said, "The
Court's decision is great news for MobileMedia and Arch because it means we are
in the final phase of completing the merger of our two companies. The
combination with MobileMedia will position Arch as a leader in the wireless
messaging industry, with substantial organizational and strategic assets,
comprehensive market coverage in all 50 states, and a strong presence in all key
channels of distribution. We look forward to closing the merger and beginning to
integrate and leverage the strength of our respective organizations."
(more)
<PAGE>
MobileMedia Plan of Reorganization Confirmed/Page 2
At the confirmation hearing on April 12, certain objectors to MobileMedia's Plan
withdrew an alternative reorganization proposal (the "Objectors Proposal"),
which contemplated a combination of MobileMedia with TSR Wireless, LLC, a
privately held company. The Objectors Proposal was withdrawn after it became
clear that it had failed to receive significant support by MobileMedia's
creditors other than those who had originally opposed the merger with Arch.
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 filed the Plan, which provides for the merger. The
Plan was accepted by the Company's creditors as of January 27, 1999 and was
accepted in a Court-ordered re-vote by the Company's Class 6 creditors on March
23, 1999. 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, offering local, regional and
nationwide coverage in all 50 states, the District of Columbia and in the
Caribbean. MobileMedia Communications, Inc., doing business as MobileComm, is a
wholly-owned subsidiary of MobileMedia Corporation. MobileComm can be found on
the Internet at www.mobilecomm.com. MobileComm is not associated with MobilComm,
Inc. of Cincinnati, Ohio.
Arch Communications Group, Inc., Westborough, MA, is the third largest paging
company in the United States, with more than four million units in service.
Founded in 1986, it provides narrowband wireless messaging services, principally
paging, to subscribers nationwide. Arch's 2,600 employees operate from
approximately 175 offices and Company-owned stores in 42 states. Additional
information on Arch is available on the Internet at www.arch.com.
Safe harbor statement under the Private Securities Litigation Reform Act of
1995: Statements contained in this news release which are not historical fact,
such as forward-looking statements concerning confirmation of the Plan,
completion of the merger, and future financial performance and growth, involve
risks and uncertainties, including those described in Arch's most recent Annual
Report on Form 10-K. Although Arch and MobileMedia believe the expectations
reflected in any forward-looking statements are based on reasonable assumptions,
they can give no assurance that their expectations will be attained. Factors
that could cause actual results to differ materially from their expectations
include the challenges of integrating the businesses of Arch and MobileMedia,
the future capital needs following the merger, the uncertainty of additional
funding, and other risks. Any forward-looking statements represent the best
judgment of both Arch and MobileMedia as of the date of this release. The
companies disclaim any intent or obligation to update any forward-looking
statements.
###
Arch, MobileMedia Announce Expiration Date for Rights Offerings
PR News Wire via Dow Jones
WESTBOROUGH, Mass., and FORT LEE, N.J., April 13 /PRNewswire/ -- In
conjunction with their pending merger, Arch Communications Group, Inc. (Nasdaq:
APGR) and MobileMedia Corporation today announced that an expiration date of May
14, 1999 (5:00 p.m. New York City time) has been established for the rights
offering to MobileMedia's unsecured creditors and the rights offering to Arch's
stockholders of record on January 27, 1999.
As previously announced, the U.S. Bankruptcy Court for the District of
Delaware entered an order on April 12, 1999 confirming MobileMedia's Third
Amended Plan of Reorganization and clearing the way for the merger between Arch
and MobileMedia, which is expected to close in early June.
MacKenzie Partners, Inc. is the information agent for each of the rights
offerings. For investors with questions pertaining to either rights offering,
MacKenzie Partners may be reached at (800) 322-2885.
MobileMedia Corporation, Fort Lee, N.J., is one of the largest providers of
paging and wireless messaging services in the United States, offering local,
regional and nationwide coverage to more than three million subscribers in all
50 states, the District of Columbia and in the Caribbean. Additional information
on MobileMedia, which offers its service under the MobileComm brand name, can be
found on the Internet at www.mobilecomm.com. The Company is not associated with
MobilComm, Inc. of Cincinnati, Ohio.
Arch Communications Group, Inc., Westborough, MA, is the third largest paging
company in the United States with more than four million units-in- service.
Founded in 1986, it provides narrowband wireless messaging services, principally
paging, to subscribers nationwide. Arch's 2,600 employees operate from
approximately 175 offices and Company-owned stores throughout the Country.
Additional information on Arch is available on the Internet at www.arch.com.
Safe harbor statement under the Private Securities Litigation Reform Act of
1995: Statements contained in this news release which are not historical fact,
such as forward-looking statements concerning future financial performance and
growth, involve risks and uncertainties, including those described in Arch's
most recent Annual Report on Form 10-K. Although Arch 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. Factors that
could cause actual results to differ materially from its expectations include
the challenges of integrating the businesses of Arch and MobileMedia, the future
capital needs following the merger, the uncertainty of additional funding, and
other risks. Any forward- looking statements represent the best judgment of the
Company as of the date of this release. Arch disclaims any intent or obligation
to update any forward-looking statements.
CONTACT: Bob Lougee of Arch Communications, 508-870-6771 or Krista
Grossman, 201-969-4959 or Lynne Burns, 201-969-4999, both of MobileMedia/
14:03 EDT
9461 04/13/99 14:03 EDT HT
:TICKER: APGR MBLQE
Copyright (c) 1999 PR Newswire
Received by NewsEDGE/LAN: 4/13/99 2:18 PM
