<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
/x/ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995 (FEE REQUIRED)
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 (NO FEE REQUIRED)
For the transition period from ________ to _________
Commission file number 0-23008
AMERICAN TELECASTING, INC. 401(K) RETIREMENT PLAN
AMERICAN TELECASTING, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 54-1486988
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
5575 TECH CENTER DRIVE, SUITE 300
COLORADO SPRINGS, COLORADO 80919
(Address of principal executive offices) (Zip Code)
</TABLE>
Registrant's phone number, including area code: (719) 260-5533
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AMERICAN TELECASTING, INC.
401(K) RETIREMENT PLAN
INDEX TO FINANCIAL STATEMENTS
<TABLE>
FINANCIAL STATEMENTS: PAGE
----
<S> <C>
Report of Independent Public Accountants.............................................. 1
Statement of Net Assets Available for Benefits as of December 31, 1995................ 2
Statement of Net Assets Available for Benefits as of December 31, 1994 ............... 3
Statement of Changes in Net Assets Available for Benefits for the year ended
December 31, 1995................................................................... 4
Notes to Financial Statements ........................................................ 5
SCHEDULES:
Assets Held for Investment Purposes................................................... 8
Reportable Transactions............................................................... 9
Schedules omitted because there were no such items for the year ended December 31, 1995:
Loans or Fixed Income Obligations
Leases in Default or Classified as Uncollectible
Nonexempt Transactions
</TABLE>
<PAGE> 3
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To American Telecasting, Inc. 401(K) Retirement Plan Investment Committee:
We have audited the accompanying statements of net assets available for
benefits of American Telecasting, Inc. 401(K) Retirement Plan (the "Plan") as
of December 31, 1995 and 1994, and the related statements of changes in net
assets available for benefits for the year ended December 31, 1995. These
financial statements and the schedules referred to below are the responsibility
of the Plan's management. Our responsibility is to express an opinion on these
financial statements and schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform an audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of American
Telecasting, Inc. 401(K) Retirement Plan as of December 31, 1995 and 1994, and
the changes in its net assets available for benefits for the year ended
December 31, 1995, in conformity with generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets
held for investment purposes and reportable transactions are presented for the
purposes of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The fund information in
the statement of net assets available for benefits and the statement of changes
in net assets available for benefits is presented for purposes of additional
analysis rather than to present the net assets available for plan benefits and
changes in net assets available for plan benefits of each fund. The
supplemental schedules and fund information have been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our
opinion, are fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
As explained in the notes thereto, information presented in the schedules of
assets held for investment purposes and reportable transactions do not disclose
the historical cost of certain investments. Disclosure of this information is
required by the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974.
Washington, D.C.
June 20, 1996
1
<PAGE> 4
AMERICAN TELECASTING, INC.
401(K) RETIREMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1995
<TABLE>
<CAPTION>
ATI COMMON BALANCED AGGRESSIVE MONEY MARKET
STOCK FUND FUND FOREIGN FUND GROWTH FUND FUND TOTAL
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Investments (at fair value):
American Telecasting, Inc. Common
Stock Fund.......................... $313,418 $ -- $ -- $ -- $ -- $313,418
Balanced Fund.......................... -- 134,717 -- -- -- 134,717
Foreign Fund........................... -- -- 87,526 -- -- 87,526
Aggressive Growth Fund................. -- -- -- 145,988 -- 145,988
Money Market Fund...................... -- -- -- -- 57,781 57,781
-------------------------------------------------------------------------------------
Total investments........................ 313,418 134,717 87,526 145,988 57,781 739,430
Contributions receivable from American
Telecasting, Inc. ..................... 44,001 24,306 14,519 24,913 6,943 114,682
Due to/from other funds.................. 9,486 3,283 1,356 4,004 (18,129) --
Cash..................................... 5,620 2,969 5,475 3,545 1,021 18,630
-------------------------------------------------------------------------------------
Total assets............................. 372,525 165,275 108,876 178,450 47,616 872,742
LIABILITIES
Payable to Plan participants............. 42,207 11,472 6,276 11,527 2,081 73,563
-------------------------------------------------------------------------------------
NET ASSETS AVAILABLE FOR BENEFITS........ $330,318 $153,803 $102,600 $166,923 $ 45,535 $799,179
=====================================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
2
<PAGE> 5
AMERICAN TELECASTING, INC.
401(K) RETIREMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1994
<TABLE>
<CAPTION>
ATI COMMON BALANCED AGGRESSIVE MONEY MARKET
STOCK FUND FUND FOREIGN FUND GROWTH FUND FUND TOTAL
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Investments (at fair value):
American Telecasting, Inc. Common
Stock Fund........................... $43,419 $ -- $ -- $ -- $ -- $ 43,419
Balanced Fund........................... -- 32,238 -- -- -- 32,238
Foreign Fund............................ -- -- 24,398 -- -- 24,398
Aggressive Growth Fund.................. -- -- -- 32,330 -- 32,330
Money Market Fund....................... -- -- -- -- 13,947 13,947
-------------------------------------------------------------------------------------
Total investments......................... 43,419 32,238 24,398 32,330 13,947 146,332
Contributions receivable from American
Telecasting, Inc. ...................... 8,468 4,983 2,716 3,790 361 20,318
Due to/from other funds................... 81 4,515 336 (532) (4,400) --
Cash...................................... 4,769 1,831 1,855 2,729 755 11,939
-------------------------------------------------------------------------------------
Total assets.............................. 56,737 43,567 29,305 38,317 10,663 178,589
LIABILITIES
Payable to American Telecasting, Inc. .... -- -- -- -- 1,152 1,152
-------------------------------------------------------------------------------------
NET ASSETS AVAILABLE FOR BENEFITS......... $56,737 $43,567 $29,305 $38,317 $ 9,511 $177,437
=====================================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE> 6
AMERICAN TELECASTING, INC.
401(K) RETIREMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>
ATI COMMON BALANCED AGGRESSIVE MONEY MARKET
STOCK FUND FUND FOREIGN FUND GROWTH FUND FUND TOTAL
<S> <C> <C> <C> <C> <C> <C>
ADDITIONS
Investment income:
Net realized and unrealized appreciation
in fair value of investments ............ $ 41,892 $ 427 $ 2,427 $ 10,122 $ -- $ 54,868
Interest .................................. -- -- -- -- 1,338 1,338
Dividends ................................. -- 3,921 3,840 4,575 -- 12,336
------------------------------------------------------------------------------------
Total investment income ..................... 41,892 4,348 6,267 14,697 1,338 68,542
Contributions:
Participant ............................... 194,075 92,332 64,602 100,094 32,276 483,379
American Telecasting, Inc. ................ 44,001 24,306 14,519 24,913 6,943 114,682
------------------------------------------------------------------------------------
Total contributions ......................... 238,076 116,638 79,121 125,007 39,219 598,061
------------------------------------------------------------------------------------
Total additions ............................. 279,968 120,986 85,388 139,704 40,557 666,603
DEDUCTIONS
Benefits paid to participants ............... (15,049) (10,056) (6,945) (8,812) (3,999) (44,861)
------------------------------------------------------------------------------------
Net increases prior to interfund transfers .. 264,919 110,930 78,443 130,892 36,558 621,742
Interfund transfers ......................... 8,662 (694) (5,148) (2,286) (534) --
------------------------------------------------------------------------------------
Net increase ................................ 273,581 110,236 73,295 128,606 36,024 621,742
Net assets available for plan benefits at
beginning of period ....................... 56,737 43,567 29,305 38,317 9,511 177,437
------------------------------------------------------------------------------------
NET ASSETS AVAILABLE FOR BENEFITS AT END
OF PERIOD ................................. $ 330,318 $153,803 $102,600 $166,923 $45,535 $799,179
====================================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE> 7
AMERICAN TELECASTING, INC.
401(K) RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 1 -- DESCRIPTION OF THE PLAN
General. The American Telecasting, Inc. 401(K) Retirement Plan (the "Plan") is
a defined contribution plan covering all eligible full-time employees of the
Company. The Plan is subject to the provisions of the Employee Retirement
Income Security Act of 1974 ("ERISA").
Contributions. Each year participants in the Plan may contribute up to 15
percent of their pretax annual compensation, as defined in the Plan.
Participants may also contribute amounts representing distributions from other
qualified defined benefit or contribution plans. Matching contributions by
American Telecasting, Inc. ("ATI" or the "Company") are discretionary and are
determined each year by the Company's Board of Directors. Such discretionary
employer contributions are based upon the first 12 percent of pretax annual
compensation that a participant contributes to the Plan.
Participant Accounts. Each participant's account is credited with the
participant's contribution and allocations of Company contributions and Plan
earnings. Allocations of Plan earnings are based on participant account
balances. Forfeited balances of terminated participants' nonvested accounts
are used to reduce future Company contributions. As of December 31, 1995,
forfeited balances that will be used to reduce future employer contributions
totaled $1,633. The benefit to which a participant is entitled is the benefit
that can be provided from the participant's vested account.
Vesting. Participants are immediately vested in their contributions plus
actual earnings thereon. Vesting in the Company's discretionary matching
contributions portion of their accounts plus actual earnings thereon is based
on years of continuous service. A participant is 100 percent vested after five
years of credited service.
Investment Options. Upon enrollment in the Plan, a participant may direct
employee contributions in five percent increments in any of five investment
options. Participants may change their investment options quarterly.
# American Telecasting, Inc. Common Stock Fund -- Funds are invested in
shares of ATI Common Stock. As of December 31, 1995, 222 participants had
balances in this fund.
# Balanced Fund -- Funds are invested in the Fidelity Advisor Income &
Growth Portfolio, which invests fixed-income and equity securities. As of
December 31, 1995, 163 participants had balances in this fund.
# Foreign Fund -- Funds are invested in the MFS World Total Return Fund,
which invests in foreign and domestic equity securities. As of December
31, 1995, 148 participants had balances in this fund.
# Aggressive Growth Fund -- Funds are invested in the AIM Constellation
Fund, which invests in small to medium sized emerging growth companies and
trading in securities in the short term. As of December 31, 1995, 193
participants had balances in this fund.
# Money Market Fund -- Funds are invested in the Alex. Brown Cash Reserve
Fund, which invests in a diversified portfolio of money market instruments.
As of December 31, 1995, 95 participants had balances in this fund.
Payment of Benefits. Upon death, disability, retirement or termination of
service, a participant may elect to receive either a lump-sum amount equal to
the value of the participant's vested interest in his or her account, or
monthly, quarterly, semiannual or annual installments over the participant's
remaining life expectancy. For account balances of $3,500 or less, a
participant will receive the value of his or her account as a lump-sum
distribution.
5
<PAGE> 8
AMERICAN TELECASTING, INC.
401(K) RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS -- CONTINUED
NOTE 1 -- DESCRIPTION OF THE PLAN - CONTINUED
Taxation to Participants. Generally, under federal tax law, contributions made
by the Company to the Plan and elective deferrals made by participants are not
treated as taxable income to the participants. In addition, plan earnings are
not subject to current taxation. Upon distribution of a participant's account,
all contributions and earnings distributed are generally treated as taxable
income. In addition, an excise tax may be imposed on participants for certain
early distributions. The foregoing is intended only as a general summary of
the federal tax laws applicable to qualified retirement plans, and should not
be relied upon by an individual participant in determining his or her
particular tax consequences. For further information, the Summary Plan
Description (as described below) or the Plan Administrator should be consulted.
Summary Plan Description. The foregoing description of the Plan provides
general information only. Participants should refer to the pamphlet, Summary
Plan Description, for a more complete description of the Plan's provisions.
Copies of the pamphlet are available from the American Telecasting, Inc. 401(K)
Retirement Plan Investment Committee (the "Investment Committee").
NOTE 2 -- SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting. The financial statements of the Plan are prepared under
the accrual method of accounting.
Use of Estimates. The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Investment Valuation and Income Recognition. The Plan's investments are stated
at fair value. Shares of registered investment companies are valued at quoted
market prices which represent the net asset value of shares held by the Plan at
year-end. ATI Common Stock is valued at its quoted market price.
Purchases and sales of securities are recorded on a trade-date basis.
Interest income is recorded on an accrual basis.
Payment of Benefits. Benefits are recorded when paid.
Plan Administrative Costs. All administrative costs and expenses of the Plan
are paid by the Company.
6
<PAGE> 9
AMERICAN TELECASTING, INC.
401(K) RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS -- CONTINUED
NOTE 3 -- INVESTMENTS
The fair value of the Plan's investments as of December 31, 1995 (all
of which represent 5% or more of the Plan's net assets as of that date) are as
follows:
<TABLE>
<CAPTION>
FAIR
VALUE
<S> <C>
--------
American Telecasting, Inc. Common Stock (21,615 shares)............................... $313,418
Fidelity Advisor Income & Growth Portfolio............................................ 134,717
MFS World Total Return Fund........................................................... 87,526
AIM Constellation Fund................................................................ 145,988
Alex. Brown Cash Reserve Fund......................................................... 57,781
--------
$739,430
========
</TABLE>
NOTE 4 -- PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA. In the event of Plan
termination, participants will become 100 percent vested in their accounts.
NOTE 5 -- TAX STATUS
The Internal Revenue Service has ruled (December 18, 1995) that the
Plan and related trust, as designed, qualify under Section 401(a) of the
Internal Revenue Code and are, therefore, not subject to tax under present
income tax law.
NOTE 6 - RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for benefits
per the financial statements to the Form 5500:
<TABLE>
<CAPTION>
December 31,
--------------------------
1995 1994
--------------------------
<S> <C> <C>
Net assets available for benefits per the financial statements........ $ 799,179 $ 177,437
Amounts allocated to withdrawing participants......................... (33,090) (1,152)
--------------------------
Net assets available for benefits per the Form 5500................... $ 766,089 $ 176,285
==========================
</TABLE>
The following is a reconciliation of benefits paid to participants per
the financial statements for the year ended December 31, 1995.
<TABLE>
<S> <C>
Benefits paid to participants per the financial statements............................... $ 44,861
Amounts allocated to withdrawing participants
at December 31, 1995................................................................... 33,090
Amounts allocated to withdrawing participants at
December 31, 1994...................................................................... (1,152)
--------
Benefits paid to participants per the Form 5500.......................................... $ 76,799
========
</TABLE>
Amounts allocated to withdrawing participants are recorded on the Form
5500 for benefit claims that have been processed and approved for payment prior
to December 31, 1995 but not yet paid as of that date.
7
<PAGE> 10
AMERICAN TELECASTING, INC.
401(K) RETIREMENT PLAN
ITEM 27A -- ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1995
<TABLE>
<CAPTION>
IDENTITY OF ISSUE, BORROWER, DESCRIPTION OF CURRENT
LESSOR OR SIMILAR PARTY INVESTMENT COST VALUE
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Stocks:
American Telecasting, Inc. Common Stock $278,762 $313,418
Funds:
Fidelity Advisor Income &
Growth Portfolio Mutual Fund Not available(1) 134,717
MFS World Total Return Fund Mutual Fund Not available(1) 87,526
AIM Constellation Fund Mutual Fund Not available(1) 145,988
Alex. Brown Cash Reserve Fund Money Market Fund $ 57,781 57,781
--------
426,012
--------
$739,430
========
</TABLE>
(1) Detailed cost records for mutual fund investments have not been maintained
by the Plan's recordkeeper; accordingly, cost information is not available
for presentation.
8
<PAGE> 11
AMERICAN TELECASTING, INC.
401(K) RETIREMENT PLAN
ITEM 27D -- REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>
CURRRENT
VALUE OF
ASSET ON NET
NUMBER OF PURCHASE TRANS- GAIN
TRANS- SELLING PRICE/COST ACTION OR
IDENTITY OF PARTY INVOLVED DESCRIPTION OF ASSETS ACTIONS PRICE OF ASSET DATE (LOSS)
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Category (i) -- Single transactions in excess of 5 percent of Plan assets
Alex. Brown and Sons, Inc. 2,000.0 shares of American
Telecasting, Inc. Common Stock 1 $ -- $ 19,753 $ 19,753 --
Alex. Brown and Sons, Inc. 803.0 shares of American
Telecasting, Inc. Common Stock 1 -- 9,636 9,636 --
Alex. Brown and Sons, Inc. 594.0 shares of American
Telecasting, Inc. Common Stock 1 -- 9,359 9,359 --
Alex. Brown and Sons, Inc. 859.0 shares of American
Telecasting, Inc. Common Stock 1 -- 10,741 10,741 --
Alex. Brown and Sons, Inc. 1,610.0 shares of American
Telecasting, Inc. Common Stock 1 17,305 * 17,305 *
Alex. Brown and Sons, Inc. 719.1 shares in the Fidelity
Advisor Income & Growth
Portfolio 1 -- 11,476 11,476 --
Category (iii) -- Series of transactions in excess of 5 percent of plan assets
Alex. Brown and Sons, Inc. 20,850.0 shares of American
Telecasting Common Stock 55 -- 260,594 260,594 --
Alex. Brown and Sons, Inc. 3,169.0 shares of American
Telecasting, Inc. Common Stock 10 37,388 * 37,388 *
Alex. Brown and Sons, Inc. 7,120.3 shares in the Fidelity
Advisor Income & Growth
Portfolio 53 -- 112,998 112,998 --
Alex. Brown and Sons, Inc. 790.1 shares in the Fidelity
Advisor Income & Growth
Portfolio 8 12,184 * 12,184 *
Alex. Brown and Sons, Inc. 6,174.7 shares in the MFS World
Total Return Fund 50 -- 72,401 72,401 --
Alex. Brown and Sons, Inc. 1,090.4 shares in the MFS World
Total Return Fund 10 12,421 * 12,421 *
Alex. Brown and Sons, Inc. 5,043.9 shares in the AIM
Constellation Fund 52 -- 111,588 111,588 --
Alex. Brown and Sons, Inc. 648.6 shares in the AIM
Constellation Fund 9 13,871 * 13,871 *
Alex. Brown and Sons, Inc. Alex. Brown Cash Reserve Fund 69 -- 599,499 599,499 --
Alex. Brown and Sons, Inc. Alex. Brown Cash Reserve Fund 88 557,003 * 557,003 *
</TABLE>
There were no category (ii) or (iv) reportable transactions during 1995.
* Detailed cost records have not been maintained by the Plan's recordkeeper;
accordingly, cost and related realized gain (loss) on sale information is
not available for presentation.
9
<PAGE> 12
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
American Telecasting, Inc.
401(K) Retirement Plan
/s/ DAVID K. SENTMAN
David K. Sentman, Trustee
Dated: June 26, 1996
10
<PAGE> 13
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT DESCRIPTION PAGE
- ------- ------------------- ----
23.1 Consent of Independent Public Accountants
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of
our report dated June 20, 1996, included in this Form 11-K, into the Company's
previously filed Registration Statement on Form S-8, File No. 33-86010.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Washington, D.C.
June 26, 1996
