FILED PURSUANT TO RULE 424(b)(3) AND 424(c)
REGISTRATION NO. 333-75809
EAST/WEST COMMUNICATIONS, INC.
Supplement to Prospectus dated May 13, 1999
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SUMMARY
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The information set forth below supplements certain
information set forth in the Prospectus dated May 13, 1999. Specifically, this
supplement provides (i) unaudited summary financial information for the Company
as at March 31, 1999 and for the quarter then ended and (ii) information
relating to a non-exclusive arrangement between East/West Communications and
Gabelli & Company, Inc. under which Gabelli & Company will bring to East/West
potential partners/purchasers or other opportunities for East/West's PCS
licenses. Unless otherwise specifically defined herein, all capitalized terms
used herein shall have the meanings given to them in the Prospectus.
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Neither the Securities and Exchange Commission nor any State
securities commission has approved or disapproved of these securities
or passed upon the adequacy or accuracy of this Prospectus. Any representation
to the contrary is a criminal offense.
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The date of this Supplement is June 1, 1999
<PAGE>
UPDATED FINANCIAL INFORMATION
The following sets forth the unaudited financial statements of
East/West for the first quarter of 1999 as filed with the Securities and
Exchange Commission on Form 10-QSB on May 17, 1999.
EAST/WEST COMMUNICATIONS, INC.
(A Development Stage Enterprise, Formerly
Aer Force Communications B, L.P.)
Balance Sheets
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1999 1998
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ASSETS
Current Assets
<S> <C> <C>
Cash and cash equivalents 21,297 61,805
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Total current assets 21,297 61,805
PCS Licenses 18,957,721 18,957,721
Capitalized costs 2,422,119 2,188,626
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Total assets $ 21,401,137 $21,208,152
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LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:
Accounts payable and accrued expenses 1,508,543 1,250,939
Loans from shareholders 300,000 300,000
Current portion of Loan from FCC 743,580 743,580
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Total current liabilities 2,552,123 2,294,519
Loan from FCC 14,422,597 14,422,597
Deferred income taxes 430,000 444,000
Redeemable preferred stock, $1,000 par value; 5%
cumulative dividends, 16,000 shares authorized, 7,800
issued and outstanding (liquidation value - $7,800,000) 4,192,211 4,024,176
SHAREHOLDERS' EQUITY (DEFICIT):
Common stock, Class A, $.0001 par value, 3,600,000 shares
authorized, 1,772,198 shares issued and outstanding 177 177
Common stock, Class B, $.0001 par value, 16,000,000
shares authorized, 1,779,301 shares issued and outstanding 178 178
Additional paid-in capital 4,949,645 4,949,645
Shareholders' deficit accumulated during development stage (5,145,794) (4,927,140)
Total shareholders' equity (deficit) (195,794) 22,860
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Total liabilities and shareholders' equity (deficit) $ 21,401,137 $ 21,208,152
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</TABLE>
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<PAGE>
EAST/WEST COMMUNICATIONS, INC.
(A DEVELOPMENT STAGE ENTERPRISE, FORMERLY
AER FORCE COMMUNICATIONS B, L.P.)
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
JULY 26, 1996
THREE MONTHS ENDED (INCEPTION) TO
MARCH 31, MARCH 31,
1999 1998 1999
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<S> <C> <C> <C>
Interest income $ 468 2,766 10,286
Interest expense, including commitment and late fees (22,133) 0 (3,662,319)
Other expenses (42,954) (8,464) (206,771)
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Loss before income taxes (64,619) (5,698) (3,858,804)
Income tax benefit (expense) 14,000 0 (430,000)
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Net loss (50,619) (5,698) (4,288,804)
Dividend requirement on preferred stock (168,035) (147,443) (856,990)
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Loss applicable to common shares $(218,654) (153,141) (5,145,794)
======================================================
Basic and diluted loss per common share (0.06) (0.04)
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Number of shares used in computation 3,551,499 3,551,499
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</TABLE>
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<PAGE>
FINDER'S ARRANGEMENT
East/West has entered into a non-exclusive arrangement with
Gabelli & Company under which Gabelli & Company will bring to East/West
potential partners/purchasers or other opportunities for East/West's PCS
licenses. Gabelli & Company is a full-service securities firm with extensive
expertise in the telecommunications industry. Mario J. Gabelli, a Class A
Director of East/West, is Chief Executive Officer of the parent company of
Gabelli & Company. If Gabelli & Company finds a purchaser for some or all of our
PCS licenses on terms satisfactory to East/West, Gabelli & Company will be paid
a negotiated fee by the party it brings to East/West.
As explained in the Prospectus, we consider the joint venture
or sale of some or all of our PCS licenses to be two alternatives, among others,
to provide financing for the build-out of our licenses or to otherwise realize
the value of our licenses. The arrangement with Gabelli & Company described
herein in no way restricts East/West from negotiating or entering into
agreements with third parties not introduced by Gabelli & Company for the sale
of our PCS licenses or in connection with transactions that do not involve the
sale of such PCS licenses.
There can be no assurance that we can sell our PCS licenses on
favorable terms, or at all. If we do sell our PCS licenses, under the
arrangement described above or otherwise, under FCC regulations, such sale may
cause certain payment penalties to be imposed or cause our outstanding
indebtedness incurred in connection with the purchase of our PCS licenses to
become immediately due and payable, depending on the size of the acquiring party
and its ability to assume such debt. In addition, if we sell one or more of our
PCS licenses for cash, we will need to redeem a corresponding proportion of our
preferred stock. See "Risk Factors," "Legislation and Governmental Regulations"
and "Description of Capital Stock" contained in the Prospectus.
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