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
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. 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 September 12, 1998, and
amended by Amendment No. 1 to Form 8-K Current Report filed on October 9,
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 15, 1998, the Company announced that after applying
proration procedures necessary to limit aggregate Offer consideration to
approximately $11,600,000, it had purchased approximately $21.5 million
aggregate principal amount at maturity of 2004 Notes and approximately
$22.6 million aggregate principal amount at maturity of 2005 Notes. A total
of approximately $124.8 million aggregate principal amount at maturity of
2004 Notes and approximately $130.9 million aggregate principal amount at
maturity of 2005 Notes had been tendered. The Offer expired at 12:00
midnight, New York City time, on October 8, 1998.
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).
After giving effect to the Offer, approximately $145.1 million
aggregate principal amount at maturity of 2004 Notes and approximately
$135.6 million aggregate principal amount at maturity of 2005 Notes remain
outstanding.
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 15, 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: October 15, 1998
EXHIBIT INDEX
Exhibit No.
-----------
99(a) Press Release, dated October 15, 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. PURCHASES A
PORTION OF ITS SENIOR DISCOUNT NOTES DUE 2004
AND A PORTION OF ITS SENIOR DISCOUNT NOTES DUE
2005 PURSUANT TO ITS PREVIOUSLY ANNOUNCED TENDER OFFER
COLORADO SPRINGS, COLORADO, October 15, 1998 American
Telecasting, Inc. (Nasdaq: ATEL) today announced that, pursuant to its
tender offer for a portion of its outstanding Senior Discount Notes due
2004 and a portion of its outstanding Senior Discount Notes due 2005 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, after applying proration procedures necessary to
limit aggregate offer consideration to approximately $11,600,000, it had
purchased approximately $21.5 million aggregate principal amount at
maturity of 2004 Notes and approximately $22.6 million aggregate principal
amount at maturity of 2005 Notes. A total of approximately $124.8 million
aggregate principal amount at maturity of 2004 Notes and approximately
$130.9 million aggregate principal amount at maturity of 2005 Notes had
been tendered. The offer expired at 12:00 midnight, New York City time, on
October 8, 1998.
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).
After giving effect to the offer, approximately $145.1 million
aggregate principal amount at maturity of 2004 Notes and approximately
$135.6 million aggregate principal amount at maturity of 2005 Notes remain
outstanding.
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.
