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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) October 25, 1996
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Wireless Cable of Atlanta, Inc.
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(Exact Name of Registrant as Specified in Charter)
Georgia 0-22322 58-1489017
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
3100 Medlock Bridge Road, Suite 340, Norcross, Georgia 30071
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(Address of Principal Executive Offices) (Zip code)
Registrant's telephone number, including area code (770) 409-3570
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
On October 25, 1995 Wireless Cable of Atlanta, Inc. (the "Company")
and Bell South Corporation entered into a letter agreement memorializing and
expressing the intention of BellSouth Corporation to acquire the Company. The
acquisition would be accomplished through the merger of the Company and a
subsidiary of BellSouth Corporation. Each exchanging shareholder of the
Company would receive one half share of BellSouth Corporation common stock for
each share of the Company's common stock owned. However, if the average
closing price of BellSouth Corporation's common stock for the 20 trading days
preceding the 10th day prior to the date of the merger is greater than $42.625,
the shares will be exchanged at a value of $21.3125 per share and if the
average closing price for the period is less than $32.625 the shares will be
exchanged at a value of $16.3125. The merger is subject to completion of due
diligence reviews by both companies and to the execution and delivery of a
definitive merger agreement. A copy of the press releases of both BellSouth
Corporation and the Company are attached as exhibits to this Report.
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 of the
undersigned hereunto duly authorized.
Wireless Cable of Atlanta, Inc
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(Registrant)
Date November 8, 1996 By: \s\ Ricky C. Haney
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Ricky C. Haney
Chief Executive Officer
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INDEX TO EXHIBITS
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Page No.
Exhibit No. Description of Exhibit Where Located
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<S> <C> <C>
99.1 BellSouth Corporation 4
Press Release ---
99.2 Wireless Cable of Atlanta, Inc. 6
Press Release ---
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FOR IMMEDIATE RELEASE FOR MORE INFORMATION:
Kevin Doyle
BellSouth Corporation
(404) 249-2793
Rick Kendrick
Wireless Cable of Atlanta, Inc.
(770) 409-3570
BELLSOUTH TO BUY WIRELESS CABLE OF ATLANTA
Stock swap valued at $43.5 million
ATLANTA -- Oct. 28, 1996 -- As part of its continuing efforts to expand
customer offerings in selected markets, BellSouth Corporation (NYSE: BLS) has
signed a letter of intent agreeing in principle to purchase Wireless Cable of
Atlanta, Inc. (NASDAQ: WCAI) for stock valued at $43.5 million. Wireless Cable
of Atlanta holds the rights to wireless cable TV licenses serving the Atlanta
area.
The two companies have signed a non-binding letter of intent calling for
BellSouth to exchange one-half share of BellSouth stock for every share of
Wireless Cable of Atlanta stock. The purchase price, adjusted for the value of
existing subscribers, represents a cost of approximately $39 per potential
line-of-sight household served.
Terms of the letter are subject to the execution of a definitive agreement
between the two companies. Assuming no unforeseen delays, BellSouth could
begin providing digital wireless cable TV service to households in the Atlanta
area as soon as late 1997.
"Today's announcement means that our customers in the Atlanta area are one step
closer to a competitive alternative to their existing cable service, with
superior value and service available only from the premier communications
company in the Southeast, BellSouth," said William F. Reddersen, group
president of long distance and video for BellSouth.
Wireless Cable of Atlanta currently provides wireless cable TV service to
roughly 9,000 subscribers in the Atlanta area using existing analog technology.
Using new digital technology, the licenses are expected to give BellSouth
access to more than 900,000 line-of-sight households - the industry term for
potential households served.
(more)
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Wireless Cable...First and Final Add
BellSouth expects to provide wireless cable TV service to Atlanta using a
technology known as digital multichannel multipoint distribution system (MMDS).
The technology would allow BellSouth to broadcast more than 100 channels
directly to subscribers' homes from a centrally located antenna. Customers
would receive a variety of satellite- delivered programming services in
addition to all local programming. Service would be received via antennas
about the size of a laptop personal computer. The licenses will allow
BellSouth to serve approximately 80 percent of all households within a 35 mile
radius of downtown Atlanta.
BellSouth expects to make details of its proposed service, including pricing
and channel selections, available at the time it introduces service next year.
BellSouth will continue with plans to provide wired cable TV service in those
Atlanta area communities where it has already been awarded cable franchises and
also expects to continue seeking additional franchises.
Wireless Cable of Atlanta provides wireless cable television to Atlanta via
microwave or very high frequencies. For more information, visit the WCA Web
page at HTTP://WWW.WCAJ.COM.
BellSouth is a $17.9 billion communications services company. It provides
telecommunications, wireless communications, directory advertising and
publishing, video and information services to more than 25 million customers in
17 countries worldwide.
NOTE: For more information about BellSouth, visit the BellSouth Web page at
HTTP://WWW.BELLSOUTH.COM. Also, BellSouth news releases dating back one year
are available by fax at no charge by calling 1-800-758-5804, Ext. 095650.
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[LOGO] WIRELESS CABLE OF ATLANTA
WIRELESS CABLE OF ATLANTA, INC. ENTERS INTO A LETTER OF INTENT
WITH BELLSOUTH CORPORATION
ATLANTA, OCTOBER 28, 1996 - WIRELESS CABLE OF ATLANTA, INC. ("WCA")
(NASDAQ: WCAI) has entered into a non-binding letter of intent with BellSouth
Corporation for a merger with BellSouth. The transaction would be structured
as a statutory merger of WCA with a subsidiary of BellSouth. In the Merger,
each share of WCA common stock would be exchanged for 0.5 shares of BellSouth
common stock, provided that if the average closing price of BellSouth common
stock on the New York Stock Exchange for the 20 trading days preceding the 10th
day prior to the closing date is greater than $42.625, the maximum value to WCA
shareholders will be $21.3125 per share and if the average closing price is
less than $32.625, the minimum value to WCA shareholders will be $16.3125 per
share. The Exchange Ratio would be appropriately adjusted in the event of any
distribution (other than cash dividends) with respect to BellSouth common stock
that occurs prior to the effective date of the Merger.
The transaction is subject to completion of due diligence and
definitive agreements. There can be no assurance that such agreements will be
entered into or that the transactions can be completed as proposed.
WCA provides wireless cable television to Atlanta, Georgia via
microwave or super high frequencies. Contact Rick Kendrick, Senior Executive
Vice President of WCA at (770) 409-3570.
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