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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
(X) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
Date of report (Date of earliest event reported) July 29, 1996
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AMERICAN TELECASTING, INC.
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(Exact name of registrant as specified in its charter)
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Delaware 0-23008 54-1486988
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(State or other jurisdiction of incorporation or organization) (Commission File Number) (I.R.S. Employer Identification No.)
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5575 Tech Center Drive, Colorado Springs, CO 80919
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (719) 260 - 5533
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Item 5. Other Events
On July 29, 1996, American Telecasting, Inc. ("ATI") and CS Wireless
Systems, Inc. ("CS") executed a non-binding letter of intent (the "Letter of
Intent") to exchange certain wireless cable assets. Pursuant to the Letter of
Intent, ATI will exchange all of its wireless cable assets in Louisville,
Kentucky; Little Rock, Arkansas; Oklahoma City, Oklahoma; and Wichita, Kansas
(the "ATI Systems") for all of CS's wireless cable assets in Minneapolis,
Minnesota and Stockton, Modesto, and Bakersfield, California (the "CS
Markets"), plus cash totaling approximately $5.5 million.
The ATI Systems currently serve approximately 28,000 customers in
service areas consisting of approximately 1.3 million households. The CS
Markets currently serve approximately 13,500 subscribers in service areas
consisting of approximately 1.5 million households. In addition, ATI will
transfer the BTA (basic trading area) license for the Wichita market to CS and
CS will cause to be transferred to ATI the BTA licenses for Minneapolis,
Stockton, Modesto and Bakersfield.
The transaction is subject to execution of a definitive agreement and
to certain contingencies, such as FCC approvals, the satisfactory completion of
due diligence, expiration or termination of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act, and other customary conditions to
closing, which may or may not be satisfied. There can be no assurance that a
definitive agreement will be reached or that the transaction will be
consummated.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
AMERICAN TELECASTING, INC.
By: /s/ David K. Sentman
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David K. Sentman
Sr. Vice President and
Chief Financial Officer
Dated: July 30, 1996
