AMERICAN TELECASTING INC/DE/
8-K/A, 1998-10-13
CABLE & OTHER PAY TELEVISION SERVICES
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                       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.





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