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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) August 12, 1997
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American Telecasting, Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-23008 54-1486988
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) identification No.)
5575 Tech Center Drive, Suite 300, Colorado Springs, Colorado 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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NOT APPLICABLE
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS
On August 12, 1997, American Telecasting, Inc., (the "Company") received a
temporary exception from The Nasdaq Stock Market, Inc. ("Nasdaq"), regarding
the Company's request for continued listing of the Company's Class A Common
Stock on The Nasdaq National Market. The temporary exception is subject to
certain conditions, which the Company does not presently meet, and is limited in
duration.
One requirement of the temporary exception is that the Company must make a
public filing with the Securities and Exchange Commission and Nasdaq on or
before August 31, 1997 containing a July 31, 1997 balance sheet with pro forma
adjustments evidencing the first closing of the sale of certain assets to
BellSouth Corporation ("BellSouth"). This filing is made in order to satisfy
that requirement imposed by Nasdaq.
On August 12, 1997, the Company completed the first closing, which involved
transferring to BellSouth, the Company's operating systems and current
channel rights in the Florida markets of Orlando, Jacksonville, Ft. Myers and
Daytona Beach, along with the Louisville, Kentucky market and certain channel
rights in Miami, Florida (the "Group 1" Assets). The proceeds received by the
Company from the first closing totaled approximately $54 million. Of such
amount, $7 million was placed in escrow for a period of twelve months to satisfy
any indemnification obligations of the Company.
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ITEM 7. FINANCIAL STATEMENTS AND PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
b. PRO FORMA CONDENSED CONSOLIDATED
BALANCE SHEET (UNAUDITED)
AMERICAN TELECASTING, INC.
The Unaudited Pro Forma Condensed Consolidated Balance Sheet of the
Company as of July 31, 1997, reflects the financial position of the Company
after giving effect to the disposition of the assets and current channel rights
in the Florida markets of Orlando, Jacksonville, Ft. Myers, and Daytona Beach
along with the Louisville, Kentucky market and certain channel rights in Miami,
Florida. The adjustments related to the pro forma condensed consolidated
balance sheet assume the transaction was consummated on July 31, 1997.
The unaudited pro forma condensed consolidated balance sheet has been
prepared by the Company based upon what the Company deemed to be proper
assumptions. The unaudited pro forma condensed consolidated balance sheet
presented herein is shown for illustrative purposes only and is not necessarily
indicative of the future financial position of the Company, or of the financial
position of the Company that would have actually occurred had the transaction
been in effect as of the date presented. In addition, it should be noted that
the Company's financial statements will reflect the disposition as of August 12,
1997, the first closing date.
The unaudited pro forma condensed consolidated balance sheet should be
read in conjunction with the consolidated historical financial statements and
footnotes thereto included in the Company's Annual Report on Form 10-K for the
year ended December 31, 1996, and the most recent interim financial information
reported on Form 10-Q for the period ended June 30, 1997.
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AMERICAN TELECASTING, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
JULY 31, 1997
(Dollars in thousands)
<TABLE>
<CAPTION>
Group 1 Pro Forma Pro Forma
ATI Assets (a) Adjustments Consolidated
--- ---------- ----------- ------------
<S> <C> <C> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents $ 9,232 $ 247 $ 247 (b) $ 49,919
-- -- 47,052 (f) --
-- -- (6,365) (c) --
Trade accounts receivable, net 723 47 -- 676
Prepaid expenses and other current 3,286 381 (824) (c) 9,081
assets -- -- 7,000 (f) --
------ ------- ------- --------
Total current assets 13,241 675 47,110 59,676
Property and equipment, net 81,460 11,129 -- 70,331
Deferred license and leased
license acquisition costs, net 139,870 4,967 -- 134,903
Goodwill, net 14,657 -- -- 14,657
Deferred financing costs, net 5,208 -- (750) (c) 4,458
Other assets, net 725 110 -- 615
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Total assets $255,161 $16,881 $46,360 $284,640
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable and accrued
expenses $ 14,308 $ 1,334 $ (791) (c) $ 16,263
-- -- 2,285 (d) --
-- -- 1,122 (e) --
-- -- 673 (b) --
Current portion of long-term
obligations 8,752 62 (6,155) (c) 2,535
Customer deposits 324 36 -- 288
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Total current liabilities 23,384 1,432 (2,866) 19,086
Deferred income taxes 2,834 -- -- 2,834
2004 Notes 147,615 -- -- 147,615
2005 Notes 127,013 -- -- 127,013
Other long-term obligations,
net of current portion 3,540 54 -- 3,486
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Total liabilities 304,386 1,486 (2,866) 300,034
STOCKHOLDERS' EQUITY (DEFICIT) (49,225) 15,395 49,226 (15,394)
-------- ------- ------- --------
Total liabilities and
stockholders' equity $255,161 $16,881 $46,360 $284,640
======== ======= ======= ========
</TABLE>
(a) To reflect the sale of the assets of the Company's operating systems and
current channel rights in the Florida markets of Orlando, Jacksonville, Ft.
Myers and Daytona Beach along with the Louisville, Kentucky market and
certain rights in Miami, Florida (the "Group 1 Assets").
(b) To reflect certain assets and liabilities that were not assumed by
BellSouth as part of the Group 1 transaction.
(c) To reflect use of approximately $6.4 million of the proceeds to pay off
principal, interest, and debt warrants; return of $824,000 from escrowed
funds; and write off deferred financing costs of $750,000 related to a bank
credit facility entered into in February 1997.
(d) To reflect the liability for transaction costs associated with the sale of
the Group 1 Assets.
(e) To reflect the income tax liability related to the disposition of the Group
1 Assets.
(d) To reflect cash proceeds from the sale of the Group 1 Assets of
approximately $47 million and reflect approximately $7 million of escrowed
funds to satisfy indemnification obligations of the Company.
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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.
/s/ David K. Sentman
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David K. Sentman
Senior Vice President and
Chief Financial Officer
Dated: August 27, 1997
