Item 2.02 Results of Operations and Financial Condition.
On March 3, 2009, USA Mobility, Inc. ("USA Mobility" or "the Company") announced
operating results for the fourth quarter and year ended December 31, 2008. The
full text of the press release issued in connection with the announcement is
attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated
into this Item 2.02 by reference. The information in this Item 2.02 of this Form
8-K and the Exhibit attached hereto shall not be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or
otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933 or the
Exchange Act, except as expressly set forth by specific reference in such a
filing.
Item 8.01 Other Events.
On March 3, 2009, the Company's Board of Directors ("Board") declared a regular
quarterly cash distribution of $0.25 per share of common stock and a special
cash distribution of $1.00 per share of common stock. The cash distributions
will be paid on March 31, 2009 to stockholders of record on March 17, 2009. The
Company expects the entire amount of the cash distributions to be paid as a
return of capital.
Also, the Board approved a supplement to the Company's previously announced plan
to buy back up to $50 million of USA Mobility common stock over a 12-month
period. Under the plan, which commenced last August, the Company had repurchased
approximately 4.4 million shares for $38.1 million as of December 31, 2008. The
supplement resets the balance in the share repurchase program to $25 million and
extends the purchase period through December 31, 2009.
The information in this Item 8.01 of this Form 8-K and the Exhibit attached
hereto shall not be deemed "filed" for purposes of Section 18 of the Exchange
Act or otherwise subject to the liabilities of that section, nor shall it be
deemed incorporated by reference in any filing under the Securities Act of 1933
or the Exchange Act, except as expressly set forth by specific reference in such
a filing.
Item 9.01 Financial Statements and Exhibit.
(a) Financial statements of business acquired:
Not applicable.
(b) Pro forma financial information:
Not applicable.
(c) Exhibit:
Exhibit 99.1
Description of Exhibit - Press Release dated March 3, 2009 (furnished pursuant
to Items 2.02 and 8.01; not "filed" for purposes of Section 18 of the Exchange
Act)