UNITED SATES
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) June 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
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(State or Other (Commission File (IRS Employer
Jurisdiction of Number) Identification No.)
Incorporation)
5575 Tech Center Drive, Suite 300, 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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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events
On June 12, 1997, American Telecasting, Inc. issued the following
press release:
NASDAQ STOCK MARKET INFORMS AMERICAN TELECASTING, INC.
OF INTENT TO DELIST CLASS A COMMON STOCK
Colorado Springs, Colorado, June 12, 1997 -- American Telecasting, Inc.
("ATI") (NASDAQ: ATEL) announced today that the staff of The Nasdaq Stock
Market, Inc. informed ATI by letter dated June 11, 1997, that Nasdaq has
denied ATI's initial request for continued listing on The Nasdaq Stock Market
and denied ATI's request for a waiver from certain listing requirements.
As previously disclosed by ATI, the Company's net tangible worth on
December 31, 1996, was negative $12,050,000 and did not satisfy the Nasdaq
National Market listing criteria. Pursuant to a request by Nasdaq, the
Company submitted a waiver request and compliance plan to Nasdaq on May 14,
1997.
ATI's securities are scheduled to be delisted on June 18, 1997, but
Nasdaq procedures permit the Company to appeal this determination to a review
committee of Nasdaq. ATI expects that it will appeal this determination,
during which period the Company's Class A common stock will continue to be
listed on the Nasdaq National Market. The Company is unable to predict
whether any appeal would be successful. If the appeal is unsuccessful, the
Class A common stock would be removed from listing on the Nasdaq National
Market and it would likely be more difficult to buy or sell the Class A common
stock or to obtain timely and accurate quotations to buy or sell. In
addition, the delisting process could result in a decline in the trading
market for the Class A common stock, which could potentially depress the
Company's stock and bond prices, among other consequences.
* * *
American Telecasting, Inc. is one of the largest operators of wireless
cable television systems in the United States serving approximately 173,600
subscribers in 38 markets. Wireless cable television systems use microwave
frequencies licensed by the FCC to provide multiple channel subscription
television programming. Along with its commitment to deliver high levels of
customer service, American Telecasting, Inc. offers value programming packages
by pricing its products lower than its franchise cable and direct broadcast
satellite competitors, creating improved value for its customers.
<PAGE>
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
Date: June 13, 1997
