SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
September 11, 1998
(Date of earliest event reported)
AMERICAN TELECASTING, INC.
(Exact name of Registrant as specified in its charter)
Delaware 0-23008 541486988
(State of (Commission File No.) (IRS Employer
Incorporation) Identification No.)
5575 Tech Center Drive
Suite 300
Colorado Springs, Colorado
(Address of principal executive offices)
80919
(zip code)
(719) 260-5533
(Registrant's telephone number, including area code)
Exhibit Index is located on Page 5
INTRODUCTION
This Amendment No. 1 to Form 8-K Current Report is being filed on
behalf of American Telecasting, Inc. (the "Company") to amend the Form 8-K
Current Report filed originally by the Company on September 12, 1998, which
relates to the Offer to Purchase dated September 11, 1998 (the "Offer to
Purchase"), and the accompanying Letter of Transmittal (the "Letter of
Transmittal" and, together with the Offer to Purchase, the "Offer") with
respect to the offer by the Company to purchase for cash a portion of its
Senior Discount Notes due 2004 (the "2004 Notes") and a portion of its
Senior Discount Notes due 2005 (the "2005 Notes" and, together with the
2004 Notes, the "Notes") from Holders (as defined in the related
Indentures) thereof, at a cash price in the case of the 2004 Notes equal
to $280.50 per $1,000 principal amount at maturity of the Notes purchased
and in the case of the 2005 Notes equal to $247.50 per $1,000 principal
amount at maturity of the Notes purchased.
Item 5. Other Events.
Item 5 is hereby amended and supplemented by the following:
On October 9, 1998, the Company announced that approximately
$124.8 million aggregate principal amount at maturity of its outstanding
2004 Notes and approximately $129.1 million aggregate principal amount at
maturity of its outstanding 2005 Notes (and an additional $1.8 million
aggregate principal amount at maturity tendered by guaranteed delivery) had
been tendered pursuant to the Offer. The Offer expired at 12:00 midnight,
New York City time, on October 8, 1998.
The maximum aggregate amount of cash available for the purchase
of Notes pursuant to the Offer is $11,600,000. Because the Offer
consideration required to purchase all Notes tendered pursuant to the Offer
exceeds $11,600,000, all tenders will be prorated to the extent necessary
to limit the aggregate Offer consideration to $11,600,000 as described in
the Offer to Purchase that was previously sent to holders of the Notes. It
is anticipated that approximately 17.3% of Notes tendered pursuant to the
Offer will be purchased by the Company. The Company will make payment for
Notes purchased pursuant to the Offer within two business days after the
completion of such proration procedures. All tendered Notes not purchased
pursuant to the Offer because of proration will be returned, without
expense, to the tendering holder promptly (or, in the case of Notes
tendered by book-entry transfer into the depositary's account at a book-
entry transfer facility, such Notes will be credited to the account
maintained at such book-entry transfer facility from which such Notes were
delivered).
Statement under the Private Securities Litigation Reform Act of
1995: The statements contained in this release regarding the Company's
plans for future development and operation of its business are forward-
looking statements that involve risks and uncertainties. While management
believes that the assumptions underlying these statements are reasonable,
actual results could differ materially. Among the factors that could cause
actual results to differ materially are: a lack of sufficient capital to
finance the Company's business plan on terms satisfactory to the Company;
the Company's inability to develop and implement new services, such as
high-speed Internet access and telephony; the Company's inability to obtain
the necessary FCC authorizations for such new services; competitive
factors, such as the introduction of new technologies and competitors into
the subscription television, high-speed Internet access and telephony
businesses; a failure by the Company to enter into strategic partner
relationships; and the other factors listed on page one of the Company's
Annual Report on Form 10-K. The Company wishes to caution readers not to
place undue reliance on any such forward-looking statements, which
statements are made pursuant to the Private Securities Litigation reform
Act of 1995, and, as such, speak only as of the date made.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(c) Exhibits
99(a) Press Release, dated October 9, 1998, by
American Telecasting, Inc.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, American Telecasting, Inc. has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
AMERICAN TELECASTING, INC.
By: /s/ Robert D. Hostetler
--------------------------------
Name: Robert D. Hostetler
Title: President and Chief Executive Officer
Date: October 9, 1998
EXHIBIT INDEX
Exhibit No.
99(a) Press Release, dated October 9, 1998, by American
Telecasting, Inc.
FOR IMMEDIATE RELEASE CONTACT:
DAVID K. SENTMAN
SENIOR VICE PRESIDENT AND CHIEF
FINANCIAL OFFICER
AMERICAN TELECASTING, INC.
TEL: (719) 260-5533
AMERICAN TELECASTING, INC. CLOSES TENDER OFFER
FOR A PORTION OF ITS SENIOR DISCOUNT NOTES DUE 2004
AND A PORTION OF ITS SENIOR DISCOUNT NOTES DUE 2005
COLORADO SPRINGS, COLORADO, October 9, 1998 -- American Telecasting,
Inc. (Nasdaq: ATEL) today announced that approximately $124.8 million
aggregate principal amount at maturity of its outstanding Senior Discount
Notes due 2004 and approximately $129.1 million aggregate principal amount
at maturity of its outstanding Senior Discount Notes due 2005 (and an
additional $1.8 million aggregate principal amount at maturity tendered by
guaranteed delivery) had been tendered pursuant to its previously announced
tender offer for the Notes at a cash price of $280.50 per $1,000 principal
amount at maturity of the 2004 Notes purchased and $247.50 per $1,000
principal amount at maturity of the 2005 Notes purchased. The offer
expired at 12:00 midnight, New York City time, on October 8, 1998
The maximum aggregate amount of cash available for the purchase of
Notes pursuant to the offer is approximately $11,600,000. Because the
offer consideration required to purchase all Notes tendered pursuant to the
offer exceeds approximately $11,600,000, all tenders will be prorated to
the extent necessary to limit the aggregate offer consideration to
approximately $11,600,000 as described in the related Offer to Purchase
that was previously sent to holders of the Notes. It is anticipated that
approximately 17.2% of Notes tendered pursuant to the offer will be
purchased by the Company. The Company will make payment for Notes
purchased pursuant to the offer within two business days after the
completion of such proration procedures. All tendered Notes not purchased
pursuant to the offer because of proration will be returned, without
expense, to the tendering holder promptly (or, in the case of Notes
tendered by book-entry transfer into the depositary's account at a
book-entry transfer facility, such Notes will be credited to the account
maintained at such book-entry transfer facility from which such Notes were
delivered).
American Telecasting, Inc. is one of the largest operators of
wireless cable television systems in the United States serving
approximately 116,900 subscribers in 32 markets as of August 31, 1998.
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.
Statement under the Private Securities Litigation Reform Act of
1995: The statements contained in this release regarding the Company's
plans for future development and operation of its business are
forward-looking statements that involve risks and uncertainties. While
management believes that the assumptions underlying these statements are
reasonable, actual results could differ materially. Among the factors that
could cause actual results to differ materially are: a lack of sufficient
capital to finance the Company's business plan on terms satisfactory to the
Company; the Company's inability to develop and implement new services,
such as high-speed Internet access and telephony; the Company's inability
to obtain the necessary FCC authorizations for such new services;
competitive factors, such as the introduction of new technologies and
competitors into the subscription television, high-speed Internet access
and telephony businesses; a failure by the Company to enter into strategic
partner relationships; and the other factors listed on page one of the
Company's Annual Report on Form 10-K. The Company wishes to caution
readers not to place undue reliance on any such forward-looking statements,
which statements are made pursuant to the Private Securities Litigation
reform Act of 1995, and, as such, speak only as of the date made.
Holders of Notes may obtain information relating to the offer and
solicitation by contacting Donaldson, Lufkin & Jenrette Securities
Corporation, the dealer manager for the offer and the financial advisor for
the solicitation, collect at (415) 249-2125 or toll free at (800) 227-4492
attention: Arun Arora.