<PAGE> 1
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) October 30, 1998
--------------------------------
AMERICAN TELECASTING, INC.
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
<TABLE>
<S> <C> <C>
Delaware 0-23008 54-1486988
- ------------------------------------------------------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)
</TABLE>
5575 Tech Center Drive, Suite 300, Colorado Springs CO 80919
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (719) 260-5533
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
<PAGE> 2
Item 5. Other Events
On October 28, 1998, American Telecasting, Inc. issued the following
press release:
NASDAQ STOCK MARKET INFORMS AMERICAN TELECASTING, INC. OF
DELISTING OF CLASS A COMMON STOCK
Colorado Springs, Colo. Oct. 28 - American Telecasting, Inc. (the
"Company") announced today that The Nasdaq Stock Market, Inc. informed the
Company by letter dated October 28, 1998 that a Nasdaq Listing Qualifications
Panel has determined not to grant the Company's request for an exception to the
net tangible assets/market capitalization/net income and bid price requirements
for continued listing on the Nasdaq SmallCap Market. Accordingly, the Panel
determined to delist the Company's Class A Common Stock effective the close of
business on October 28, 1998.
The Nasdaq Stock Market, Inc. has informed the Company that its Class A
Common Stock may immediately be eligible to trade on the OTC Bulletin Board.
As a result of the delisting it may be more difficult to buy or sell
the Company's Class A Common Stock or to obtain timely and accurate quotations
to buy or sell. In addition, the delisting 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.
<PAGE> 3
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
---------------------------------
David K. Sentman
Sr. Vice President and
Chief Financial Officer
Date: October 30, 1998
