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): JUNE 22, 1998
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USA MOBILE COMMUNICATIONS, INC. II
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(Exact Name of Registrant as Specified in its Charter)
DELAWARE
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(State or Other Jurisdiction of Incorporation)
33-72646 31-1236804
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(Commission File Number) (IRS Employer Identification No.)
1800 WEST PARK DRIVE, SUITE 250, WESTBOROUGH, MASSACHUSETTS 01581
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(Address of principal executive offices) (Zip Code)
(508) 870-6700
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Registrant's Telephone Number, Including Area Code
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS
Arch Communications Group, Inc. ("Parent"), of which USA Mobile
Communications, Inc. II is a wholly-owned subsidiary, is engaged in discussions
concerning the possible acquisition of MobileMedia Corporation ("MobileMedia").
There are a number of significant issues which must be resolved prior to
execution of an acquisition agreement, and Parent is aware that other parties
are in discussions with respect to a possible business combination with
MobileMedia.
MobileMedia, which is publicly-held, is one of the largest paging companies
in the United States with 3.3 million pagers in service at April 30, 1998.
MobileMedia offers local, regional and nationwide paging services in all 50
states and the District of Columbia, including local coverage in each of the 100
most populated metropolitan markets in the United States. MobileMedia markets
its services primarily under the MobileComm(R) brand name and conducts business
principally through its wholly-owned subsidiary, MobileMedia Communications,
Inc. ("MMC"), and MMC's subsidiaries.
On January 30, 1997, MobileMedia, MMC and all of MMC's subsidiaries
(collectively, the "Debtors") filed a voluntary petition for reorganization
under Chapter 11 of the U.S. Bankruptcy Code. The Debtors are operating as
debtors-in-possession under the jurisdiction of the United States Bankruptcy
Court for the District of Delaware (the "Bankruptcy Court"). On January 27,
1998, the Debtors filed a Joint Plan of Reorganization with the Bankruptcy Court
and on February 2, 1998 the Debtors filed a Disclosure Statement relating to the
Joint Plan of Reorganization. The Debtors, the Official Committee of Unsecured
Creditors and the Steering Committee for the Debtors' secured creditors agreed
to adjourn a hearing concerning the adequacy of the Disclosure Statement that
had been scheduled for April 14, 1998 and have announced that they are
considering certain possible business combinations and stand-alone scenarios
involving the Debtors. The Debtors file monthly financial and operating reports
with the Bankruptcy Court and the SEC (on Form 8-K).
Parent's current discussions contemplate that Parent would acquire
MobileMedia for a combination of (i) notes and/or cash, (ii) the assumption of
certain liabilities and (iii) the issuance to MobileMedia's creditors and/or
other parties of a significant equity interest in Parent which is expected to
constitute a majority of Parent's equity. However, Parent does not intend to
issue equity securities in a manner that would constitute a "change of control"
under any of its financing arrangements. Parent's discussions also contemplate
that Parent's present management and Board of Directors would continue to
control Parent if it acquired MobileMedia. Parent believes that an acquisition
of MobileMedia by Parent would result in a reduction in Parent's overall
financial leverage as well as certain anticipated operating synergies and cost
savings.
Parent has not entered into a letter of intent or definitive agreement for
the acquisition of MobileMedia and discussions could be terminated at any time.
If Parent does enter into an agreement for the acquisition of MobileMedia, the
closing would be subject to approval by Parent's stockholders, Bankruptcy Court
approval, FCC approval, antitrust regulatory approval, the availability of
sufficient financing and other customary conditions. THERE CAN BE NO ASSURANCE
THAT PARENT WILL ACQUIRE MOBILEMEDIA OR THAT, IF PARENT ACQUIRES MOBILEMEDIA,
PARENT WOULD REALIZE ITS ANTICIPATED IMPROVEMENTS IN FINANCIAL LEVERAGE,
OPERATING SYNERGIES OR COST SAVINGS. An acquisition of MobileMedia by Parent may
involve significant operational and financial risks.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: June 22, 1998 USA MOBILE COMMUNICATIONS, INC. II
(Registrant)
/S/ J. ROY POTTLE
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By: J. Roy Pottle
Executive Vice President and
Chief Financial Officer
