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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): February 16, 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 February 16, 1999, MobileMedia Corporation and MobileMedia
Communications, Inc. issued the press release filed herewith as Exhibit 99.1,
announcing that on February 12, 1999 the U.S. Bankruptcy Court for the District
of Delaware ordered that supplemental disclosure be provided to members of the
Company's Class 6 general unsecured creditors and that MobileMedia resolicit
votes from that Class on MobileMedia's Third Amended Joint Plan of
Reorganization. The Court adjourned the hearing to confirm MobileMedia's Third
Amended Joint Plan of Reorganization until the Supplemental disclosure has been
made and the required re-voting is complete.
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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: February 18, 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
4
FOR IMMEDIATE RELEASE
For: MobileMedia Corporation
Media Contact: Krista Grossman 201/969-4959
Investor Contact: Lynne Burns 201/969-4999
BANKRUPTCY COURT REQUIRES SUPPLEMENTAL DISCLOSURE
AND RESOLICITATION OF VOTES OF CLASS 6 CREDITORS
ON MOBILEMEDIA PLAN OF REORGANIZATION
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FORT LEE, NJ, February 16, 1999 -- MobileMedia Corporation announced that the
U.S. Bankruptcy Court for the District of Delaware on February 12, 1999 ordered
that certain supplemental disclosure be provided to members of the Company's
Class 6 general unsecured creditors and that MobileMedia resolicit votes from
that class on MobileMedia's Third Amended Joint Plan of Reorganization ("the
Plan"). The Plan provides for the merger of MobileMedia into Arch Communications
Group, Inc. (Nasdaq: APGR).
The Court also adjourned the hearing to confirm MobileMedia's Plan until this
supplemental disclosure has been made and the required re-voting with respect to
the Plan is complete. MobileMedia expects the additional solicitation to be
completed and the confirmation hearing to resume during March 1999.
The required supplemental disclosure is contemplated to include (i) certain
holdings of two members of the Unsecured Creditors Committee in debt securities
of Arch and (ii) certain information regarding projections and the potential
value of the Arch Common Stock subsequent to the contemplated merger that was
disclosed to the Standby Purchasers and the Unsecured Creditors Committee by the
financial advisor to the Unsecured Creditors Committee.
Under documents relating to the contemplated merger, the two members of
MobileMedia's Unsecured Creditors Committee, together with two other unsecured
creditors that are not members of the Unsecured Creditors Committee, are
obligated, as "Standby Purchasers," to purchase certain shares of Arch Common
Stock to the extent the shares are not purchased by other unsecured creditors
through the exercise of stock purchase rights being issued to them in connection
with the Plan and the merger. The sale of such shares will provide Arch with
$217 million of the funds that will be necessary for Arch to complete the merger
with MobileMedia.
(more)
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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 certain amendments thereto on September 3 and December 2,
1998. On December 2, 1998, MobileMedia also filed its Third Amended Joint Plan
of Reorganization 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 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 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 statements.
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