MOBILEMEDIA COMMUNICATIONS INC
8-K, 1999-03-03
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): February 19, 1999

                        MOBILEMEDIA COMMUNICATIONS, INC.
             (Exact name of registrant as specified in its charter)

         Delaware                  33-68840                 22-3379712
     (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 February 19, 1999, MobileMedia Corporation ("MobileMedia") and
MobileMedia Communications, Inc. ("Communications") issued the press release
filed herewith as Exhibit 99.1, announcing that the U.S. Bankruptcy Court for
the District of Delaware (the "Bankruptcy Court") approved the supplemental
disclosure material to be provided to members of the company's Class 6 general
unsecured creditors, allowing MobileMedia to proceed with the Court-ordered
resolicitation of votes from that class on its Third Amended Joint Plan of
Reorganization (the "Plan").

          On February 22, 1999, MobileMedia and Communications issued the press
release filed herewith as Exhibit 99.2, announcing that on February 19, 1999 it
had mailed supplemental disclosure ballots to its Class 6 unsecured creditors.
As required by the Bankruptcy Court, MobileMedia is resoliciting votes from that
creditor class on the Plan. The deadline for re-voting by Class 6 creditors is
March 23, 1999. MobileMedia's confirmation hearing on the Plan is scheduled to
resume on March 26, 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:  March 3, 1999                MOBILEMEDIA COMMUNICATIONS, INC.

                                    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 Corporation
Media Contact:  Krista Grossman 201/969-4959
Investor Contact:  Lynne Burns 201/969-4999


                       COURT SETS DATE FOR CONTINUATION OF
                        MOBILEMEDIA CONFIRMATION HEARING

           Court Also Approves MobileMedia's Supplemental Disclosure;
   Sets Deadline for Re-Voting on Plan of Reorganization by Class 6 Creditors
                ------------------------------------------------

FORT LEE, N.J., February 19, 1999 - MobileMedia Corporation today announced that
the U.S. Bankruptcy Court for the District of Delaware approved the supplemental
disclosure material to be provided to members of the Company's Class 6 general
unsecured creditors, allowing MobileMedia to proceed with the Court-ordered
resolicitation of votes from that class on its 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 set March 23, 1999 as the deadline for re-voting by MobileMedia's
Class 6 creditors on the Plan and for objections to the Plan to be filed, and
scheduled the confirmation hearing on the Plan to resume on March 26, 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 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.

                                    # # #



FOR IMMEDIATE RELEASE
- ---------------------

For: MobileMedia Corporation
Media Contact:  Krista Grossman 201/969-4959
Investor Contact:  Lynne Burns 201/969-4999


                MOBILEMEDIA DISTRIBUTES SUPPLEMENTAL DISCLOSURE,
                          BALLOTS TO CLASS 6 CREDITORS


FORT LEE, N.J., February 22, 1999 - MobileMedia Corporation announced that on
Friday, February 19, 1999, it mailed supplemental disclosure material and
ballots to its Class 6 unsecured creditors, including holders of its 9 3/8%
notes and 10 1/2% notes. As required by the U.S. Bankruptcy Court for the
District of Delaware, MobileMedia is resoliciting votes from that creditor class
on its Third Amended Joint Plan of Reorganization ("the Plan"), which provides
for the merger of MobileMedia into Arch Communications Group, Inc.
(Nasdaq: APGR).

The deadline for re-voting by Class 6 creditors is March 23, 1999. MobileMedia's
confirmation hearing on the Plan is scheduled to resume on March 26, 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 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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