SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM 8-K/A
(Amendment No. 2)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
APRIL 9, 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)
INTRODUCTION
This Amendment No. 2 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 April 9, 1998, and
amended by Amendment No. 1 to Form 8-K Current Report filed on April 23,
1998, which relates to the Offer to Purchase and Consent Solicitation
Statement dated April 9, 1998 (the "Statement"), as amended and
supplemented by the Supplement thereto, dated April 22, 1998 (the
"Supplement"), and the accompanying Consent and Letter of Transmittal (the
"Consent and Letter of Transmittal") and, together with the Statement, 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 $255 per $1,000 principal amount at maturity of the Notes
purchased and in the case of the 2005 Notes equal to $225 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 April 28, 1998, the Company announced that it had received
consents from the holders of a majority of its outstanding 2004 Notes and
2005 Notes in connection with its previously announced solicitation of
consents made in connection with the Offer (the "Solicitation") to amend
and waive certain provisions of the indentures pursuant to which the Notes
were issued. According to State Street Bank and Trust Company, the
depositary for the Solicitation, approximately $151.7 million aggregate
principal amount at maturity of 2004 Notes and approximately $176.0 million
aggregate principal amount at maturity of 2005 Notes had delivered consents
as of 5:00 p.m., New York City time, on Tuesday, April 28, 1998.
Supplemental indentures containing the proposed amendments and proposed
waivers were executed by the Company and the indenture trustee on April 28,
1998. The proposed amendments and proposed waivers, however, will not
become operative unless the Notes are accepted for purchase by the Company,
which is expected to occur promptly after the expiration of the Offer. The
Offer will expire at 12:00 midnight, New York City time, on May 7, 1998,
unless extended.
The Company today also announced that, notwithstanding any
provision to the contrary in the documents governing the Offer, it will
accept tenders of Notes in principal amounts less than $1,000 provided that
they are validly tendered prior to the expiration of the Offer.
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 April 28, 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/ David Sentman
---------------------------------
Name: David Sentman
Title: Senior Vice President and
Chief Financial Officer
Date: April 29, 1998
EXHIBIT INDEX
Exhibit No.
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99(a) Press Release, dated April 28, 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. ANNOUNCES RECEIPT OF
REQUISITE CONSENTS TO AMEND INDENTURES GOVERNING ITS SENIOR DISCOUNT NOTES
DUE 2004 AND ITS SENIOR DISCOUNT NOTES DUE 2005
COLORADO SPRINGS, COLORADO, April 28, 1998 American Telecasting,
Inc. (Nasdaq: ATEL) today announced that it has received consents from the
holders of a majority of its outstanding Senior Discount Notes due 2004 and
Senior Discount Notes due 2005 in connection with its previously announced
solicitation of consents to amend and waive certain provisions of the
indentures pursuant to which the Notes were issued. The consent
solicitation is being made in conjunction with the Company's offer to
purchase for cash a portion of the outstanding Notes. According to State
Street Bank and Trust Company, the depositary for the solicitation,
approximately $151.7 million aggregate principal amount at maturity of 2004
Notes and approximately $176.0 million aggregate principal amount at
maturity of 2005 Notes had delivered consents as of 5:00 p.m., New York
City time, on Tuesday, April 28, 1998. Supplemental indentures containing
the proposed amendments and proposed waivers were executed by the Company
and the indenture trustee on April 28, 1998. The proposed amendments and
proposed waivers, however, will not become operative unless the Notes are
accepted for purchase by the Company, which is expected to occur promptly
after the expiration of the offer to purchase. The offer to purchase will
expire at 12:00 midnight, New York City time, on May 7, 1998, unless
extended.
The Company today also announced that, notwithstanding any
provision to the contrary in the documents governing the offer to purchase,
it will accept tenders of Notes in principal amounts less than $1,000
provided that they are validly tendered prior to the expiration of the
offer to purchase.
American Telecasting, Inc. is one of the largest operators of
wireless cable television systems in the United States serving
approximately 133,700 subscribers in 33 markets as of March 31, 1998
(including approximately 9,000 subscribers in an operating system to be
sold to BellSouth Corporation). 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
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.
