HIGHWAYMASTER COMMUNICATIONS INC
8-K, 1998-09-17
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): SEPTEMBER 16, 1998



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


<TABLE>
<CAPTION>

<S>                                          <C>                                      <C>
         DELAWARE                                    0-26140                             51-0352879
(State of other jurisdiction                 (Commission File Number)                   (IRS Employer
      of incorporation)                                                               Identification No.)
</TABLE>

<TABLE>
<CAPTION>

<S>                                                                                <C>
    16479 DALLAS PARKWAY, SUITE 710, DALLAS, TEXAS                                    75248
       (Address of principal executive offices)                                     (Zip code)
</TABLE>


       Registrant's telephone number, including area code: (972) 732-2500


                                 NOT APPLICABLE
           (Former name or former address if changed from last report)


===============================================================================

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ITEM 5.  OTHER EVENTS.

     HighwayMaster Corporation ("HighwayMaster"), the sole operating subsidiary
of HighwayMaster Communications Inc., announced today a number of key management
and structural changes and a downsizing of its workforce by approximately
one-fourth.

     For additional information regarding the foregoing matters, reference is
made to the press release issued by HighwayMaster on September 17, 1998, a copy
of which is attached as an exhibit hereto.



ITEM 7.           FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit
Number            Description
- -------           -----------

99                Press Release dated September 17, 1998





                                       -2-

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                                   SIGNATURES


     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.

                                       HIGHWAYMASTER COMMUNICATIONS, INC.
                                       (Registrant)



                                       By:  /S/ JANA AHLFINGER BELL
                                          -----------------------------------
                                            Jana Ahlfinger Bell
                                            President

Date: September 17, 1998




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                                INDEX TO EXHIBITS

EXHIBIT                                                        SEQUENTIAL
NUMBER          DESCRIPTION                                    PAGE NUMBER

99              Press Release dated September 17, 1998




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                                                                      EXHIBIT 99


     FOR IMMEDIATE RELEASE:                            CONTACT:  Jana Bell
                                                                 (972) 930-7283

     HIGHWAYMASTER ANNOUNCES ORGANIZATIONAL CHANGES
     NEAR TERM PRIORITIES CREATE SHARPER FOCUS

         DALLAS, SEPT. 17, 1998- HighwayMaster Corp., a wholly owned subsidiary
     of HighwayMaster Communications, Inc. (NASDAQ:HWYM) announced today a
     number of key management and structural changes designed to sharpen the
     company's focus on its core products and achieve increased operating
     efficiency. Jana Bell, who joined the company in June 1998 as executive
     vice president and chief financial officer, has assumed the role of
     president and chief executive officer.

         Bell, whose previous experience includes public accounting and regional
     chief financial officer of AT&T Wireless Services, will lead the company in
     the execution of a tightly focused plan toward profitable growth.

          "I have been impressed by the potential of the HighwayMaster system
     and the depth of talent on the HighwayMaster team," said Bell. "Our system
     can be enhanced to allow a wide variety of service offerings in the future,
     but for 1999 the primary focus will be continued revenue creation and solid
     customer service."

          Bell also announced that she will flatten the organizational structure
     to facilitate necessary changes. Concurrently with management changes, the
     company downsized its workforce by approximately one-fourth.

         In two previous announcements, HighwayMaster indicated that it is
     sharpening its focus on the commercial dispatch and tracking business. On
     August 31, 1998, the company announced that it was halting the development
     of its AutoLink service. On the same day, the company announced a major
     contract with three subsidiaries of SBC Communications, Inc. to install
     HighwayMaster units in 11,500 fleet vehicles. "We already have a proven
     platform for long-haul trucking, trailer tracking, and management of local
     or regional fleets," explained Bell. "In the near term I intend to broaden
     our emphasis on commercial fleets rather than expanding into consumer
     applications."
                                     -MORE-







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     HWYM ORGANIZATIONAL CHANGES-PAGE 2



         Bill Saunders, former president and chief executive officer, has
     accepted the position of chairman. "Bell has quickly demonstrated that she
     is a skillful operator and a natural leader," said Saunders. "With Bell
     steering the company toward profitability, I will be able to concentrate on
     supporting her in business development and sales efforts. I am pleased that
     she agreed to join HighwayMaster and that she has now accepted this broader
     role."

         In related changes, William C. Kennedy has resigned from his role as
     chairman of HighwayMaster, but has retained a board seat and will serve as
     vice chairman of the board. Bell stated that Kennedy may be called upon as
     a consultant in transportation industry matters.

                               ABOUT HIGHWAYMASTER

         HighwayMaster is the only nationwide mobile communication system that
     offers the trucking industry both voice and data communications, combined
     with Global Positioning System (satellite) vehicle location technology.
     HighwayMaster's award-winning Series 5000 mobile communications system is
     one of the most advanced products available to the transportation industry.
     Recent product enhancements such as Rolling ETA, in-cab fax capabilities,
     and the industry's only end-to-end, automated fuel tax reporting system
     continue to distinguish the patented HighwayMaster technology. Since
     entering the market, HighwayMaster has been widely recognized as a top
     technological innovator by both the North American transportation and
     telecommunication industries.

          Through strategic alliances with wireless industry leaders such as
     GTE, Southwestern Bell Mobile Systems and more than 70 cellular providers,
     HighwayMaster has created the world's largest enhanced-cellular network in
     existence today, providing seamless wireless services in more than 99
     percent of the available cellular coverage areas in the United States and
     100 percent of the A-side cellular coverage areas in Canada.

          HighwayMaster Corp. sells and markets its patented system throughout
     the United States and Canada.

          Legal notice to investors: Except for the historical information in
     this press release, the matters discussed, such as profitability goals, are
     forward-looking statements

                                     -MORE-







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     HWYM ANNOUNCES ORGANIZATIONAL CHANGES-PAGE 3



     that are subject to risks and uncertainties. Additional risks relate to
     typical complications and costs associated with workforce downsizing and
     management reorganization. For a listing of risks applicable to the future
     prospects of HighwayMaster, please refer to reports filed with the SEC such
     as recent 10K and 10Q reports.
                                      # # #

     (HWYM219)
     (R)HighwayMaster is a federally registered trademark and service mark of
     HighwayMaster Corporation. This product is covered by U.S. Patent Numbers
     5,155,689; 5,299,132; 5,398,190; 5,454,027; 5,513,111; 5,519,621;
     5,539,810; 5,544,225; 5,579,376; 5,694,322; 5,699,275;5,724,243;5,734,981;
     5,652,707; 5,771,455 and 5,799,249 as well as other U.S. and international
     patents pending and issued.


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