SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM 8-K
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)
Item 5. Other Events.
On April 9, 1998, American Telecasting, Inc. (the "Company") today
announced that it is commencing a tender offer for a portion of its
outstanding Senior Discount Notes due 2004 (the "2004 Notes") and a portion
of its outstanding Senior Discount Notes due 2005 (the "2005 Notes" and,
together with the 2004 Notes the "Notes") at a cash price of $255 per
$1,000 principal amount at maturity of the 2004 Notes purchased and $225
per $1,000 principal amount at maturity of the 2005 Notes purchased. The
maximum aggregate amount of cash available for the purchase of Notes
pursuant to the offer is $17.5 million. If necessary, all tenders will be
prorated as described in the related Offer to Purchase and Consent
Solicitation Statement dated April 9, 1998 that will be sent to holders of
the Notes.
As of March 31, 1998, the 2004 Notes had an aggregate principal
amount at maturity of approximately $196.9 million and an accreted value of
approximately $162.7 million and the 2005 Notes had an aggregate principal
amount at maturity of approximately $201.7 million and an accreted value of
approximately $140.2 million. Both the 2004 Notes and the 2005 Notes
accrete at the rate of 14.5% per annum.
In conjunction with the offer, the Company is soliciting consents for
certain proposed waivers under the indentures pursuant to which the Notes
were issued that require that proceeds from asset sales that are not used
to acquire new assets or to retire indebtedness within 270 days be used to
make a pro rata offer to purchase outstanding 2004 Notes and 2005 Notes at
a purchase price equal to 100% of the accreted value thereof to any
purchase date prior to maturity. As of this date, the Company has received
approximately $22.2 million in such net proceeds which have not yet been
used to acquire or make binding commitments to acquire new assets or retire
indebtedness. The 270 day period ends on May 9, 1998 as to approximately
$17.8 million of such proceeds.
The Company believes that, taking into account the Company's current
business situation and its financial condition and resources, it is
appropriate to purchase Notes upon the terms and conditions contemplated by
the offer, although there can be no assurance that even if the offer is
completed the Company will have the financial resources necessary to make
interest and principal payments on the remaining Notes as they become due.
If the Company receives the required consents, it intends to use up to
approximately $18.0 million of such net proceeds to pay the offer
consideration and transaction expenses related to the offer and the
solicitation and to use the remaining amount as and when needed for general
corporate purposes, which may or may not include the acquisition of, or the
making of binding commitments to acquire, new assets.
The Company does not believe that it would be in the best interests
of the Company or its various constituencies to repurchase Notes at their
accreted value. Accordingly, if the Company does not obtain the required
consents, it will continue its efforts to use a sufficient amount of the
net proceeds identified above to acquire or make binding commitments to
acquire additional assets that it will not be required to make an offer to
purchase Notes at accreted value. In this regard, the Company has
identified commitments in excess of $30.0 million that it could make to
acquire assets used in its current analog video and high-speed Internet
services, assets to construct transmission facilities pursuant to existing
obligations to the FCC and license lessors, minority interests in entities
controlled but not wholly owned by the Company, various purchases of
wireless cable channels presently leased by the Company, various lease or
purchases of wireless cable channels not presently controlled by the
Company, and other wireless cable entities.
The Company's obligation to accept for purchase, and to pay for,
Notes tendered pursuant to the offer is not conditioned upon any minimum
tender of either the 2004 Notes or the 2005 Notes or obtaining any
financing but is subject to satisfaction of the receipt of the consents
described above from the holders of a majority in principal amount at
maturity of both the 2004 Notes and the 2005 Notes on or prior to 5:00 PM,
New York City time, on April 23, 1998 and to certain other conditions. The
Company, in its sole discretion, may waive any of the conditions of the
Offer, in whole or in part, at any time and from time to time.
The offer and solicitation will expire at 12:00 midnight, New York
City time, on May 7, 1998, unless extended. If the consent condition is not
satisfied on or prior to 5:00 PM, New York City time, on April 23, 1998,
the Company currently intends to terminate the offer without purchasing any
Notes thereunder.
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.
The foregoing description of the Offer is qualified in its
entirety by reference to American Telecasting, Inc.'s Offer to Purchase and
Consent Solicitation Statement dated April 9, 1998, a copy of which is
attached as an exhibit hereto and is incorporated by reference herein in
its entirety.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(c) Exhibits
99(a) Offer to Purchase and Consent Solicitation
Statement, dated
April 9, 1998.
99(b) Press Release, dated April 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/ DAVID SENTMAN
-------------------------------------------
Name: David Sentman
Title: Senior Vice President and
Chief Financial Officer
Date: April 9, 1998
EXHIBIT INDEX
Exhibit No.
99(a) Offer to Purchase and Consent Solicitation Statement dated
April 9, 1998.
99(b) Press Release, dated April 9, 1998, by American
Telecasting, Inc.
OFFER TO PURCHASE AND CONSENT SOLICITATION STATEMENT
AMERICAN TELECASTING, INC.
OFFER TO PURCHASE FOR CASH
A PORTION OF ITS
SENIOR DISCOUNT NOTES DUE 2004
AND
SENIOR DISCOUNT NOTES DUE 2005
AND
SOLICITATION OF CONSENTS FOR
WAIVERS UNDER RELATED INDENTURES
THE OFFER WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON
MAY 7, 1998, UNLESS EXTENDED (SUCH DATE, AS THE SAME MAY BE EXTENDED, THE
"EXPIRATION DATE"). TENDERS OF NOTES MAY NOT GENERALLY BE WITHDRAWN.
CONSENTS MAY BE REVOKED AT ANY TIME PRIOR TO THE CONSENT DATE (AS
HEREINAFTER DEFINED). IF THE CONSENT CONDITION (AS HEREINAFTER DEFINED) IS
NOT SATISFIED ON OR PRIOR TO 5:00 PM, NEW YORK CITY TIME, ON APRIL 23,
1998, UNLESS EXTENDED, PURCHASER CURRENTLY INTENDS TO TERMINATE THE OFFER
WITHOUT PURCHASING ANY NOTES THEREUNDER.
American Telecasting, Inc., a Delaware corporation ("Purchaser"),
hereby offers to purchase for cash, upon the terms and subject to the
conditions set forth in this Offer to Purchase and Consent Solicitation
Statement (this "Statement") and in the accompanying Consent and Letter of
Transmittal (the "Consent and Letter of Transmittal" and, together with
this Statement, the "Offer"), 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 (the
"Offer Consideration"). As of March 31, 1998, the 2004 Notes had an
aggregate principal amount at maturity of approximately $196.9 million and
an accreted value of approximately $162.7 million and the 2005 Notes had an
aggregate principal amount at maturity of approximately $201.7 million and
an accreted value of approximately $140.2 million. Both the 2004 Notes and
the 2005 Notes accrete at the rate of 14.5% per annum.
The maximum aggregate amount of Offer Consideration available for
the purchase of the Notes pursuant to the Offer is $17.5 million. In the
event that the Offer Consideration required to purchase all Notes tendered
pursuant to the Offer would exceed $17.5 million, all tenders will be
prorated to the extent necessary to limit the aggregate Offer Consideration
to $17.5 million in accordance with the following procedures. The proration
factor will be established by first determining the aggregate Offer
Consideration that would be payable without giving effect to proration to
the Holders of the 2004 Notes as a group and to the Holders of the 2005
Notes as a group, based in each case on valid tenders after giving effect
to compliance by tendering Holders with the guaranteed delivery procedures
described below. The aggregate Offer Consideration payable to each such
group will then be reduced proportionately to the extent necessary for the
aggregate payments to be made to both groups to total $17.5 million, with
the proration factor being the percentage determined by dividing the amount
so determined for a group as described in this sentence by the amount
determined for such group as described in the previous sentence. The amount
purchased from each Holder will be determined by multiplying the proration
factor by the principal amount at maturity of the Notes validly tendered by
such Holder and then rounding down to the extent necessary to ensure that
the principal amount at maturity of any Notes not purchased remain in
denominations of $1,000 or a multiple thereof.
PURCHASER'S OBLIGATION TO ACCEPT FOR PURCHASE, AND TO PAY FOR,
NOTES VALIDLY TENDERED PURSUANT TO THE OFFER IS NOT CONDITIONED UPON ANY
MINIMUM TENDER OF EITHER THE 2004 NOTES OR THE 2005 NOTES OR OBTAINING ANY
FINANCING BUT IS SUBJECT TO SATISFACTION OF THE CONSENT CONDITION DESCRIBED
BELOW ON OR PRIOR TO 5:00 PM, NEW YORK CITY TIME, ON APRIL 23, 1998, UNLESS
EXTENDED, AND TO CERTAIN OTHER CONDITIONS. PURCHASER, IN ITS SOLE
DISCRETION, MAY WAIVE ANY OF THE CONDITIONS OF THE OFFER, IN WHOLE OR IN
PART, AT ANY TIME AND FROM TIME TO TIME. SEE SECTION 11.
The Dealer Manager for the Offer and the Financial Advisor for the
Solicitation is:
-------------------------
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
APRIL 9, 1998
Upon the terms and subject to the conditions of the Offer
(including, if the Offer is extended or amended, the terms and conditions
of any such extension or amendment) and applicable law and subject to the
proration procedures described on the front cover page of this Statement,
Purchaser will purchase, by accepting for payment, all Notes validly
tendered (and not validly withdrawn) pursuant to the Offer promptly after
the Expiration Date. It is anticipated that the proration procedures will
be completed promptly following termination of the three business day
guaranteed delivery period, unless no Notes are tendered using such
guaranteed delivery procedures, in which case such procedures will be
completed promptly following the Expiration Date. Preliminary results of
proration will be announced by press release promptly following the
Expiration Date. Purchaser will make payment for Notes purchased pursuant
to the Offer within two business days after the completion of such
proration procedures.
In conjunction with the Offer, Purchaser hereby solicits (the
"Solicitation") consents (the "Consents") for certain proposed waivers (the
"Proposed Waivers") under (i) the Indenture, dated as of June 23, 1994 and
as amended as of August 10, 1995 (the "2004 Indenture"), by and between
Purchaser, as issuer, and First Trust National Association, as trustee (in
such capacity, the "2004 Trustee"), pursuant to which the 2004 Notes were
issued and (ii) the Indenture, dated as of August 10, 1995 (the "2005
Indenture" and, together with the 2004 Indenture, the "Indentures")), by
and between Purchaser, as issuer, and U.S.Bank Trust National Association,
as trustee (in such capacity, the "2005 Trustee" and, together with its
capacity as the 2004 Trustee, the "Trustee"), pursuant to which the 2005
Notes were issued. The Proposed Waivers would waive application of the
"Asset Disposition Covenants" described below in the case of any and all
net proceeds heretofore received by Purchaser or any of its subsidiaries
from dispositions that have been completed prior to the date of this
Statement, including pursuant to an Asset Purchase Agreement, dated as of
March 18, 1997 (the "BellSouth Agreement"), by and among certain
subsidiaries of Purchaser, BellSouth Corporation ("BellSouth") and a
subsidiary of BellSouth (collectively, the "Prior Dispositions"). The Asset
Disposition Covenants are provisions contained in each of the Indentures
that require that Net Available Proceeds (as defined in the related
Indenture) from asset sales by Purchaser or its subsidiaries that are not
used by Purchaser or its subsidiaries within 270 days following receipt to
acquire new assets or to retire indebtedness be used to make a pro rata
offer to purchase outstanding 2004 Notes and 2005 Notes at a purchase price
equal to 100% of the accreted value thereof to any purchase date prior to
maturity (a "Purchase Offer"); provided, that, if the remaining Net
Available Proceeds is less than $5.0 million, such a Purchase Offer may be
deferred until Net Available Proceeds shall exceed $5.0 million.
As of the date of this Statement, Purchaser or its subsidiaries
have received approximately $22.2 million in Net Available Proceeds from
the Prior Dispositions which had not yet been used to acquire or make
binding commitments to acquire new assets or retire indebtedness. Of the
$22.2 million in Net Available Proceeds, the 270 day period ends on May 9,
1998 as to approximately $17.8 million, ends on November 16, 1998 as to
approximately $1.5 million and ends on December 20, 1998 as to
approximately $2.9 million. The foregoing amounts do not include, nor would
the Proposed Waivers alter Purchaser's obligations with respect to, up to
approximately $6.4 million in proceeds that may be received from an escrow
account that was established under the BellSouth Agreement in connection
with one of the Prior Dispositions, up to $46.2 million in proceeds that
may be received in connection with other dispositions contemplated by the
BellSouth Agreement, depending on the total number of channel leases and
licenses ultimately delivered by Purchaser to BellSouth and assuming
minimum closing conditions are met for each market, or proceeds that may be
received by Purchaser or its subsidiaries in connection with any other
disposition of assets they may make. There can be no assurance as to the
timing or amounts of any such proceeds that Purchaser or its subsidiaries
may receive in the future, or that any such proceeds will be received.
Purchaser believes that, taking into account Purchaser's current
business situation and its financial condition and resources, it is
appropriate to purchase Notes upon the terms and conditions contemplated by
the Offer and the Solicitation, although there can be no assurance that
even if the Offer is completed Purchaser will have the financial resources
necessary to make interest and principal payments on the remaining Notes as
they become due. If Purchaser receives the Required Consents, it intends to
use up to approximately $18.0 million of such Net Available Proceeds to pay
the Offer Consideration and transaction expenses related to the Offer and
the Solicitation and to use the remaining amount as and when needed for
general corporate purposes, which may or may not include the acquisition
of, or the making of binding commitments to acquire, new assets.
Purchaser does not believe that it would be in the best interests
of Purchaser or its various constituencies to repurchase Notes at their
accreted value. Accordingly, if Purchaser does not obtain the Required
Consents, it will continue its efforts to use a sufficient amount of the
Net Available Proceeds identified above to acquire or make binding
commitments to acquire additional assets that it will not be required to
make a Purchase Offer. In this regard, Purchaser has identified commitments
in excess of $30.0 million that it could make to acquire assets used in its
current analog video and high-speed Internet services, assets to construct
transmission facilities pursuant to existing obligations to the FCC and
license lessors, minority interests in entities controlled but not wholly
owned by Purchaser, various purchases of wireless cable channels presently
leased by Purchaser, various lease or purchases of wireless cable channels
not presently controlled by Purchaser, and other wireless cable entities.
Holders who desire to tender their Notes pursuant to the Offer and
receive the Offer Consideration are required to consent to the Proposed
Waivers with respect to such Notes. Holders will not receive any additional
consideration for their consent to the Proposed Waivers. Holders may
consent to the Proposed Waivers without tendering their Notes pursuant to
the Offer, but will not receive any consideration therefor. The Offer is
subject, among other things, execution by Purchaser and the Trustee of the
Supplemental Indentures providing for the Proposed Waivers following
receipt of the Requisite Consents (the "Consent Condition"). If the Consent
Condition is not satisfied on or prior to 5:00 PM, New York City time, on
April 23, 1998, unless extended, Purchaser currently intends to terminate
the Offer without purchasing any Notes thereunder.
The Proposed Waivers require the Consent of the Holders of at
least a majority in principal amount of the 2004 Notes outstanding and the
Consent of the Holders of at least a majority in principal amount of the
2005 Notes outstanding (together, the "Requisite Consents"). The Proposed
Waivers will be embodied in supplemental indentures (the "Supplemental
Indentures") to be executed immediately upon receipt of the Requisite
Consents. The time and date on which the Supplemental Indentures are
executed is hereinafter referred to as the "Consent Date." Although the
Supplemental Indentures reflecting the Proposed Waivers will become
effective upon execution by Purchaser and the Trustee on the Consent Date,
the Proposed Waivers will not become operative unless Notes are accepted
for purchase by Purchaser pursuant to the Offer on or prior to June 8,
1998, subject to proration as described on the front cover page of this
Statement. See Sections 5 and 7.
Tenders of Notes may not generally be withdrawn. If Purchaser
reduces either (a) the principal amount of Notes subject to the Offer or
(b) the Offer Consideration, then previously tendered Notes may be validly
withdrawn until the expiration of ten business days after the date that
notice of any such reduction is first published, given or sent to Holders
by Purchaser. In the event of a termination of the Offer, the Notes
tendered pursuant to the Offer will be returned to the tendering Holders
promptly. If Purchaser makes a material change in the terms of the Offer or
the information concerning the Offer or waives a material condition of the
Offer, Purchaser will disseminate additional Offer materials and extend the
Offer to the extent required by law. See Section 9.
Consents may be revoked at any time prior to the Consent Date, but
a valid revocation of a Consent will render a tender of Notes defective.
For a revocation of a Consent to be valid, such revocation must comply with
the procedures set forth in Section 9 hereof. If, prior to the Consent
Date, the Solicitation is amended in a manner determined by Purchaser, in
its sole discretion, to constitute a material adverse change to the
Holders, Purchaser promptly will disclose such amendment and may, if
appropriate, extend the Solicitation for a period deemed by Purchaser to be
adequate to permit Holders to properly deliver or revoke their Consents.
Other than as set forth herein, once delivered, Consents may not be
revoked. See Section 9.
From time to time in the future, Purchaser or its subsidiaries may
acquire Notes, if any, which are not purchased pursuant to the Offer
through open market purchases, privately negotiated transactions, tender
offers, exchange offers or otherwise, upon such terms and at such prices as
they may determine, which may be more or less than the price to be paid
pursuant to the Offer and could be for cash or other consideration.
Alternatively, Purchaser may, subject to certain conditions, redeem any or
all of the Notes not purchased pursuant to the Offer at any time that it is
permitted to do so under the Indentures. There can be no assurance as to
which, if any, of these alternatives (or combinations thereof) Purchaser or
its subsidiaries will choose to pursue in the future.
Any Holder desiring to tender Notes and consent to the Proposed
Waivers should either (a) complete and sign the Consent and Letter of
Transmittal in accordance with the Instructions to the Consent and Letter
of Transmittal and deliver it together with any Notes being tendered, and
any other required documents, to State Street Bank and Trust Company, as
depositary (the "Depositary"), or (b) request its broker, dealer,
commercial bank, trust company or other nominee to effect the transaction
for such Holder. Beneficial owners whose Notes are registered in the name
of a broker, dealer, commercial bank, trust company or other nominee must
contact such broker, dealer, commercial bank, trust company or other
nominee if they desire to tender Notes and deliver Consents with respect to
Notes so registered. See Section 8.
Any Holder who desires to tender Notes and whose Notes are not
immediately available, or who cannot complete the procedure for book-entry
transfer on a timely basis, may tender such Notes by following the
procedures for guaranteed delivery set forth in Section 8.
The Depositary and The Depository Trust Company ("DTC") have
confirmed that the Offer is eligible for the DTC Automated Tender Offer
Program ("ATOP"). Accordingly, DTC participants may electronically transmit
their acceptance of the Offer by causing DTC to transfer Notes to the
Depositary in accordance with DTC's ATOP procedures for transfer. DTC will
then send an Agent's Message (as defined in Section 8) to the Depositary.
See Section 8. NOTWITHSTANDING THE FOREGOING, IN ORDER TO VALIDLY DELIVER
CONSENTS WITH RESPECT TO NOTES SO TRANSFERRED (AND THEREBY MAKE A VALID
TENDER), A DTC PARTICIPANT USING ATOP MUST ALSO PROPERLY COMPLETE AND DULY
EXECUTE THE CONSENT AND LETTER OF TRANSMITTAL AND DELIVER IT TO THE
DEPOSITARY. Pursuant to authority granted by DTC, any DTC participant which
has Notes credited to its DTC account at any time (and thereby held of
record by DTC's nominee) may directly provide Consents to the Proposed
Waivers as though it were the registered Holder by so completing, executing
and delivering the Consent and Letter of Transmittal. See Section 8.
Consents and Letters of Transmittal, the Notes and any other
required documents should be sent to the Depositary only, and the method of
delivery of such documents to the Depositary is at the election and risk of
the Holder tendering such Notes and delivering such Consent and Letter of
Transmittal and any other required documents. Questions and requests for
assistance may be directed to Donaldson, Lufkin & Jenrette Securities
Corporation, the Dealer Manager for the Offer and the Financial Advisor for
the Solicitation (the "Dealer Manager"), at its address and telephone
numbers set forth on the back cover page of this Statement. Additional
copies of this Statement, the Consent and Letter of Transmittal, the Notice
of Guaranteed Delivery and other related materials may be obtained from the
Dealer Manager. Any Holder whose Notes have been mutilated, lost, stolen or
destroyed should contact the Trustee at its address and telephone number
set forth in Section 8 for further instructions.
THIS STATEMENT CONSTITUTES NEITHER AN OFFER TO PURCHASE NOR A
SOLICITATION OF CONSENTS IN ANY JURISDICTION IN WHICH, OR TO OR FROM ANY
PERSON TO OR FROM WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION
UNDER APPLICABLE SECURITIES OR BLUE SKY LAWS. THE DELIVERY OF THIS
STATEMENT SHALL NOT UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE
DATE HEREOF OR THAT THERE HAS BEEN NO CHANGE IN THE INFORMATION SET FORTH
HEREIN OR IN ANY ATTACHMENTS HERETO OR IN THE AFFAIRS OF PURCHASER OR ANY
OF ITS SUBSIDIARIES SINCE THE DATE HEREOF.
AVAILABLE INFORMATION
Purchaser currently files reports and other information with the
Securities and Exchange Commission (the "SEC"). Such reports and other
information can be inspected and copied at the public reference facilities
maintained by the SEC at Room 1024, Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the SEC's regional offices at Room
3190, Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661 and 7 World Trade Center, 13th Floor, New York, New York
10048. Copies of such material may be obtained from the Public Reference
Section of the SEC at Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549, at prescribed rates. Such material may also be accessed
electronically by means of the SEC's home page on the Internet at
http://www.sec.gov. Such reports and other information concerning Purchaser
also may be inspected at the offices of the Nasdaq Stock Market Report
Section at 1735 K Street, Washington, D.C. 20006.
Purchaser's Annual Report on Form 10-K for the year ended December
31, 1997 and its Current Report on Form 8-K dated April 9, 1998 have been
filed by Purchaser with the SEC, are incorporated herein by reference and
shall be deemed to be a part hereof.
All documents and reports filed by Purchaser with the SEC after
the date of this Statement and prior to the termination of the Offer shall
be deemed incorporated herein by reference and shall be deemed to be a part
hereof from the date of filing of such documents and reports. Any statement
contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes
of this Statement to the extent that a statement contained herein or in any
subsequently filed document or report that also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Statement.
Purchaser will provide without charge, upon written or oral
request, to each person to whom a copy of this Statement is delivered, a
copy of any of the documents of Purchaser (other than exhibits to such
documents unless such exhibits are specifically incorporated by reference)
incorporated by reference herein.
ALL STATEMENTS CONTAINED HEREIN THAT ARE NOT HISTORICAL FACTS,
INCLUDING BUT NOT LIMITED TO, STATEMENTS REGARDING PURCHASER'S PLANS FOR
FUTURE DEVELOPMENT AND OPERATION OF ITS BUSINESS, ARE BASED ON CURRENT
EXPECTATIONS. THESE STATEMENTS ARE FORWARD-LOOKING IN NATURE AND INVOLVE A
NUMBER OF RISKS AND UNCERTAINTIES. ACTUAL RESULTS MAY DIFFER MATERIALLY.
AMONG THE FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY ARE
THE FOLLOWING: A LACK OF SUFFICIENT CAPITAL TO FINANCE THE PURCHASER'S
BUSINESS PLAN ON TERMS SATISFACTORY TO PURCHASER; PRICING PRESSURES WHICH
COULD AFFECT DEMAND FOR PURCHASER'S SERVICE; CHANGES IN LABOR, EQUIPMENT
AND CAPITAL COSTS; PURCHASER'S INABILITY TO DEVELOP AND IMPLEMENT NEW
SERVICES SUCH AS HIGH-SPEED INTERNET ACCESS, TWO-WAY MULTI-MEDIA SERVICES
AND DIGITAL VIDEO; PURCHASER'S INABILITY TO OBTAIN THE NECESSARY
AUTHORIZATIONS FROM THE FEDERAL COMMUNICATIONS COMMISSION (THE "FCC") FOR
SUCH NEW SERVICES; COMPETITIVE FACTORS, SUCH AS THE INTRODUCTION OF NEW
TECHNOLOGIES AND COMPETITORS INTO THE WIRELESS COMMUNICATIONS BUSINESS; A
FAILURE BY PURCHASER TO ATTRACT STRATEGIC PARTNERS; GENERAL BUSINESS AND
ECONOMIC CONDITIONS; AND THE OTHER RISK FACTORS DESCRIBED FROM TIME TO TIME
IN PURCHASER'S REPORTS FILED WITH THE SEC. PURCHASER 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.
TABLE OF CONTENTS
Page
1. SUMMARY....................................................1
2. CERTAIN INFORMATION CONCERNING PURCHASER...................4
3. CAPITALIZATION OF PURCHASER................................4
4. CERTAIN SIGNIFICANT CONSIDERATIONS.........................5
5. PROPOSED WAIVERS TO THE INDENTURES.........................7
6. TERMS OF THE OFFER AND THE SOLICITATION....................8
7. ACCEPTANCE FOR PURCHASE AND PAYMENT FOR NOTES;
ACCEPTANCE OF CONSENTS ................................10
8. PROCEDURES FOR TENDERING NOTES AND DELIVERING CONSENTS....11
9. WITHDRAWAL OF TENDERS AND REVOCATION OF CONSENTS..........15
10. SOURCE AND AMOUNT OF FUNDS...............................15
11. CONDITIONS TO THE OFFER..................................15
12. CERTAIN FEDERAL INCOME TAX CONSEQUENCES..................17
13. THE DEALER MANAGER AND THE DEPOSITARY....................17
14. FEES AND EXPENSES........................................18
15. MISCELLANEOUS............................................18
TO HOLDERS OF AMERICAN TELECASTING, INC.
SENIOR DISCOUNT NOTES DUE 2004 AND
SENIOR DISCOUNT NOTES DUE 2005:
THIS STATEMENT AND THE RELATED CONSENT AND LETTER OF TRANSMITTAL
CONTAIN IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY
DECISION IS MADE WITH RESPECT TO THE OFFER AND THE SOLICITATION.
1. SUMMARY.
THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO, AND SHOULD BE READ IN CONJUNCTION WITH, THE INFORMATION APPEARING
ELSEWHERE IN THIS STATEMENT.
BACKGROUND. As of March 31, 1998, the 2004 Notes had an aggregate
principal amount at maturity of approximately $196.9 million and an
accreted value of approximately $162.7 million. Also as of March 31, 1998,
the 2005 Notes had an aggregate principal amount at maturity of
approximately $201.7 million and an accreted value of approximately $140.2
million. Both the 2004 Notes and the 2005 Notes accrete at the rate of
14.5% per annum. The 2004 Notes have had reported trading prices in 1998 in
the range of 20.0% to 30.0 of principal amount at maturity and the 2005
Notes have had reported trading prices in 1998 in the range of 15.0% to
25.5% of principal amount at maturity.
As of the date of this Statement, Purchaser or its subsidiaries
have received approximately $22.2 million in Net Available Proceeds from
the Prior Dispositions which had not yet been used to acquire or make
binding commitments to acquire new assets or retire indebtedness. Of the
$22.2 million in Net Available Proceeds, the 270 day period contemplated by
the Asset Disposition Covenants ends on May 9, 1998 as to approximately
$17.8 million, ends on November 16, 1998 as to approximately $1.5 million
and ends on December 20, 1998 as to approximately $2.9 million. The
foregoing amounts do not include, nor would the Proposed Waivers alter
Purchaser's obligations with respect to, up to approximately $6.4 million
in proceeds that may be received from an escrow account that was
established under the BellSouth Agreement in connection with one of the
Prior Dispositions, proceeds in the range of approximately $10.9 million to
$46.2 million that may be received in connection with other dispositions
contemplated by the BellSouth Agreement, depending on the total number of
channel leases and licenses ultimately delivered by Purchaser to BellSouth
and assuming minimum closing conditions are met for each market, or
proceeds that may be received by Purchaser or its subsidiaries in
connection with any other disposition of assets they may make. There can be
no assurance as to the timing or amounts of any such proceeds that
Purchaser or its subsidiaries may receive in the future.
Purchaser believes that, taking into account Purchaser's current
business situation and its financial condition and resources, it is
appropriate to purchase Notes upon the terms and conditions contemplated by
the Offer and the Solicitation, although there can be no assurance that
even if the Offer is completed Purchaser will have the financial resources
necessary to make interest and principal payments on the remaining Notes as
they become due. If Purchaser receives the Required Consents, it intends to
use up to approximately $18.0 million of such Net Available Proceeds to pay
the Offer Consideration and transaction expenses related to the Offer and
the Solicitation and to use the remaining amount as and when needed for
general corporate purposes, which may or may not include the acquisition
of, or the making of binding commitments to acquire, new assets.
Purchaser does not believe that it would be in the best interests
of Purchaser or its various constituencies to repurchase Notes at their
Accreted Value. Accordingly, if Purchaser does not obtain the Required
Consents, it will continue its efforts to use a sufficient amount of the
Net Available Proceeds identified above to acquire or make binding
commitments to acquire additional assets such that it will not be required
to make a Purchase Offer. In this regard, Purchaser has identified
commitments in excess of $30.0 million that it could make to acquire assets
used in its current analog video and high-speed Internet services, assets
to construct transmission facilities pursuant to existing obligations to
the FCC and license lessors, minority interests in entities controlled but
not wholly owned by Purchaser, various purchases of wireless cable channels
presently leased by Purchaser, various lease or purchases of wireless cable
channels not presently controlled by Purchaser, and other wireless cable
entities.
THE OFFER AND THE SOLICITATION.
The Offer: Purchaser is offering to pay aggregate Offer
Consideration of up to $17.5 million to
purchase 2004 Notes and 2005 Notes, subject
to possible proration as described on the
front cover page of this Statement.
The Solicitation: Purchaser is also seeking Consents from
Holders to the Proposed Waivers to the
Indenture.
Offer Consideration: For 2004 Notes, $255 per $1,000 principal
amount at maturity. For 2005 Notes, $225 per
$1,000 principal amount at maturity. Payment
will be made within two business days after
the completion of the proration procedures.
No additional consideration will be paid for
the Consents.
Required Consents: Approval of the Proposed Waivers to the
Indenture requires the Consent of the Holders
of at least a majority in principal amount at
maturity of the 2004 Notes outstanding and at
least a majority in principal amount at
maturity of the 2005 Notes outstanding.
Purchaser intends to terminate the Offer
without purchasing any Notes thereunder if
the required consents are not obtained by
5:00 PM, New York City time, on April 23,
1998, unless extended.
Effectiveness of
Proposed Waivers: Immediately upon receipt of the Requisite
Consents, the Supplemental Indentures
providing for the Proposed Waivers will be
executed. However, the Proposed Waivers will
not become operative unless Purchaser has
accepted for purchase all Notes validly
tendered (and not withdrawn) pursuant to the
Offer on or prior to June 8, 1998, subject to
proration as described on the front cover
page of this Statement. See Section 6. If the
Proposed Waivers become operative, all
persons who continue to hold Notes thereafter
will be subject to the provisions of the
Indentures as amended by the Proposed
Waivers.
Tender of Notes and
Delivery of Consents: Holders who desire to tender their Notes
pursuant to the Offer and receive the Offer
Consideration are required to consent to the
Proposed Waivers with respect to such Notes.
Holders will not receive any additional
consideration for their consent to the
Proposed Waivers. Holders may consent to the
Proposed Waivers without tendering their
Notes pursuant to the Offer, but will not
receive any consideration therefor. See
Section 6.
Proposed Waivers: The Proposed Waivers would waive application
of Section 1016 of each of the Indentures
("Limitations on Certain Asset Dispositions")
in the case of any and all net proceeds
heretofore received by Purchaser or any of
its subsidiaries in connection with the Prior
Dispositions. See Section 5.
Conditions to the Offer: Purchaser's obligation to accept for purchase
and to pay for the Notes validly tendered
pursuant to the Offer is not conditioned upon
any minimum tender of either the 2004 Notes
or the 2005 Notes or obtaining any financing
but is subject to satisfaction of the Consent
Condition on or prior to 5:00 PM, New York
City time, on April 23, 1998, unless
extended, and to satisfaction of the General
Conditions (as hereinafter defined) on or
prior to the Expiration Date. Purchaser, in
its sole discretion, may waive any of the
conditions of the Offer, in whole or in part,
at any time and from time to time. See
Section 11.
Expiration Date: 12:00 Midnight, New York City time, on May 7,
1998, unless extended.
Procedure to Tender: For a Holder to validly tender Notes pursuant
to the Offer, a properly completed and duly
executed Consent and Letter of Transmittal,
together with any signature guarantees and
any other documents required by the
Instructions to the Consent and Letter of
Transmittal, must be received by the
Depositary, together with certificates
evidencing the tendered Notes or confirmed
book-entry transfer of such Notes into the
Depositary's account at a Book-Entry Transfer
Facility (as hereinafter defined), prior to
the Expiration Date. A Holder who desires to
tender Notes but cannot comply with the
delivery requirements may tender such Notes
by following the procedures set forth herein
for guaranteed delivery. Each tendering
Holder will be required to represent and
warrant it has a net long position equal to
or greater than the principal amount at
maturity of Notes tendered by it pursuant to
the Offer. See Section 8.
Procedure to Consent: In order to validly deliver Consents pursuant
to the Solicitation, a Holder must transmit a
properly completed and duly executed Consent
and Letter of Transmittal, and any other
documents required by the Consent and Letter
of Transmittal, to the Depositary prior to
the Expiration Date. Holders who wish to
consent to the Proposed Waivers without
tendering their Notes pursuant to the Offer
may do so by checking the appropriate box in
the Consent and Letter of Transmittal.
However, such Holders will not receive any
consideration for consenting to the Proposed
Waivers without tendering Notes. See Section
8.
Revocation of Consents: Consents may be revoked at any time prior to
the Consent Date. A valid revocation of a
Consent will render a tender of Notes
defective. See Section 9.
Withdrawal of Tenders
of Notes: Tenders of Notes may not generally be
withdrawn. If Purchaser reduces either (a)
the principal amount of Notes subject to the
Offer or (b) the Offer Consideration, then
previously tendered Notes may be validly
withdrawn until the expiration of ten
business days after the date that notice of
any such reduction is first published, given
or sent to Holders by Purchaser. In the event
of a termination of the Offer, the Notes
tendered pursuant to the Offer will be
returned to the tendering Holders promptly.
See Section 9.
Certain Considerations: See Section 4, "Certain Significant
Considerations," for a discussion of certain
factors that should be considered in
evaluating the Offer and the Solicitation.
Financial Advisor: Donaldson, Lufkin & Jenrette Securities
Corporation ("DLJ") is serving as the Dealer
Manager for the Offer and the Financial
Advisor for the Solicitation. Its addresses
and telephone numbers are set forth on the
back cover page of this Statement.
Depositary: State Street Bank and Trust Company is
serving as the Depositary in connection with
the Offer and the Solicitation. Its addresses
and telephone number are set forth on the
back cover page of this Statement.
2. CERTAIN INFORMATION CONCERNING PURCHASER.
Purchaser was formed in 1988 to develop wireless cable television
systems in mid-sized markets throughout the United States. As of December
31, 1997, Purchaser provided analog subscription television service to
approximately 138,900 subscribers through 33 operational wireless cable
systems located in selected U.S. markets. Purchaser also has significant
wireless cable (microwave) frequency interests in 19 other U.S. markets. As
of December 31, 1997, Purchaser had approximately 10.3 million Estimated
Households in Service Area in its markets, although some of these
households will be "shadowed" and unable to receive the services offered by
Purchaser due to certain characteristics of the particular market, such as
transmitter height and transmission power, terrain and foliage, that impact
line of sight service requirements.
Wireless cable systems use microwave frequencies licensed by the
FCC to transmit signals over the air from a transmission tower to a
microwave receiver installed at the subscriber's home or business. Licenses
for wireless cable frequencies, which utilize up to approximately 200
megahertz of radio spectrum, are given a 35 mile protected service area to
transmit signals from their central transmission point, although increases
in transmission power and other factors may expand the coverage area of a
system to approximately 40 to 50 miles from the central transmission point.
Because microwave signals are transmitted over the air, wireless cable
technology does not require the large networks of cable and amplifiers
utilized by franchise cable operators to deliver services. Thus, wireless
cable technology has been developed as a reliable, yet relatively low cost,
medium to provide services to subscribers in single family homes, multiple
dwelling units and commercial properties.
For additional information about Purchaser business, see the
Annual Report on Form 10-K for the fiscal year ended December 31, 1997
incorporated by reference herein. See "Available Information."
3. CAPITALIZATION OF PURCHASER.
The following table sets forth the consolidated capitalization of
Purchaser at December 31, 1997 and as adjusted to give effect to the
repurchase of Notes pursuant to the Offer assuming that $17.5 million in
Offer Consideration is applied 50% to the purchase of 2004 Notes and 50% to
the purchase of 2005 Notes and that transaction fees payable in connection
with the Offer and the Solicitation are $500,000. The information presented
below should be read in conjunction with the consolidated financial
statements of Purchaser and the related notes, "Selected Consolidated
Financial Data" and "Management's Discussion and Analysis of Results of
Operations and Financial Condition" included in the Annual Report on Form
10-K of Purchaser for the fiscal year ended December 31, 1997 incorporated
by reference herein. See "Available Information."
<TABLE>
<CAPTION>
December 31, 1997
Actual As Adjusted
------ -----------
($ in thousands)
<S> <C> <C>
Cash available for asset purchases and debt repayment $31,658 $13,658
Current Portion of Long-Term Debt 3,284 3,284
2004 Notes 156,897 129,550
2005 Notes 135,137 109,082
Capital Lease Obligations 307 307
-------- ---------
Total Long Term Debt 292,341 238,939
Total Debt 295,625 242,223
Total Stockholders' Equity (49,224) (13,822)
-------- --------
Total Capitalization $246,401 $228,401
======== ========
</TABLE>
4. CERTAIN SIGNIFICANT CONSIDERATIONS.
THE FOLLOWING CONSIDERATIONS, IN ADDITION TO THE OTHER INFORMATION
DESCRIBED ELSEWHERE HEREIN, SHOULD BE CAREFULLY CONSIDERED BY EACH HOLDER
OF NOTES BEFORE DECIDING WHETHER TO TENDER NOTES PURSUANT TO THE OFFER
AND/OR PROVIDE CONSENTS PURSUANT TO THE SOLICITATION.
HIGHLY LEVERAGED FINANCIAL POSITION. Purchaser is highly
leveraged. At December 31, 1997, the outstanding amount of indebtedness
(excluding trade payables, accrued liabilities, taxes and deferred rentals)
of Purchaser and its subsidiaries was approximately $295.6 million, or
approximately 120.0% of its capitalization.
Purchaser will remain highly leveraged after the Offer is
consummated. It is expected that Purchaser's amount of indebtedness
(excluding trade payables, accrued liabilities, taxes and deferred rentals)
following the consummation of the Offer will be approximately $242.2
million, representing approximately 106.1% of its capitalization. The level
of Purchaser's indebtedness and restrictions contained in the Indentures
will limit Purchaser's ability to effect future financings in the event
Purchaser should deem it necessary or desirable to raise additional
capital. Furthermore, there can be no assurance that Purchaser will have
sufficient earnings, access to liquidity or cash flow in the future to
adequately meet its debt service obligations under the Notes remaining
outstanding following consummation of the Offer.
For additional information about Purchaser's leverage,
capitalization and financial condition, see the Annual Report on Form 10-K
for the fiscal year ended December 31, 1997 incorporated by reference
herein. See "Available Information."
LIQUIDITY AND CAPITAL RESOURCES. If the Offer is completed and the
full amount of the Offer Consideration is paid to Holders, Purchaser
expects that its remaining cash resources will be insufficient to fund its
currently projected operating needs through the end of 1998 without, at a
minimum, changing or curtailing its current operating plans. If the Offer
is terminated or expires without the purchase of Notes thereunder,
Purchaser expects to have either spent or committed to spend by May 9, 1998
the Net Available Proceeds as to which the 270 day period will end on such
date under the Asset Disposition Covenants, although there can be no
assurance that it will succeed in doing so. Whether Purchaser's remaining
cash resources will be sufficient or not to meet its currently projected
operating needs through the end of 1998 without, at a minimum, curtailing
its operating plans will depend upon the extent and nature of such
purchases or commitments.
Purchaser expects that its additional operating cash requirements
for the remainder of 1998 could be funded by release of funds from the
escrow account established under the BellSouth Agreement, additional asset
dispositions under the BellSouth Agreement, other asset dispositions or by
borrowings under a new credit agreement. Under the Indentures and subject
to certain exceptions, Purchaser's total borrowings are limited to the 2004
Notes and the 2005 Notes and to up to $17.5 million principal amount of
borrowings under one or more credit facilities the borrowings under which
may be secured on a senior basis to the Notes. Approximately $3.6 million
principal amount of this credit facility borrowing capacity had been
utilized as of December 31, 1997.
Whether or not Notes are purchased pursuant to the Offer, if
Purchaser's cash resources are not sufficient to finance its operations,
Purchaser will be required, at a minimum, to curtail its operations and
development plans, which curtailment could involve, among other things, a
complete cessation of new subscriber additions in analog video and
high-speed Internet access. There can be no assurance that Purchaser will
receive funds from such escrow account or from further dispositions of
assets under the BellSouth Agreement, that any other asset sales will be
negotiated or consummated, or that Purchaser will be able to obtain a
credit facility on terms acceptable to Purchaser or at all.
For additional information about Purchaser's liquidity and capital
resources, see the Annual Report on Form 10-K for the fiscal year ended
December 31, 1997 incorporated by reference herein. See "Available
Information."
CANCELLATION OF INDEBTEDNESS INCOME TO PURCHASER. The purchase of
Notes pursuant to the Offer will result in cancellation of indebtedness
income for income tax purposes to Purchaser to the extent that the cash
paid is less than the adjusted issue price of the Notes that are purchased.
Purchaser does not expect that such cancellation of indebtedness income
will have a material adverse effect on Purchaser because, among other
reasons, Purchaser believes that it has sufficient net operating losses
available to shelter such cancellation of indebtedness income.
STRATEGIC PARTNER DISCUSSIONS. A central part of Purchaser's
strategy is entering into a relationship with a strategic partner that
facilitates access to service markets, communications networks and capital
markets. Successfully deploying a business using wireless cable spectrum is
capital intensive, and Purchaser will require substantial additional
capital to build a successful business. Purchaser has ongoing discussions
with certain potential strategic partners including large
telecommunications and software companies. Although Purchaser cannot
presently forecast the outcome of any these discussions and no assurance
can be given that any of them will be successfully concluded or that, even
if successfully concluded, will result in an improvement in Purchaser's
operating or financial condition sufficient to provide a source of payment
of interest and principal on the Notes as it becomes due. Purchaser
believes that one or more strategic partners may conclude that wireless
cable microwave spectrum offers attractive business opportunities and may
accordingly make investments in the wireless cable industry, including
Purchaser.
LIMITED TRADING MARKET. The 2004 Notes were issued in June 1994
and the 2005 Notes were issued in August 1995 and are not listed on any
national or regional securities exchange. To Purchaser's knowledge, the
Notes are traded infrequently in transactions arranged through brokers and
reliable market quotations for the Notes are not available. To the extent
that Notes are tendered and accepted for purchase pursuant to the Offer,
the trading market for Notes that remain outstanding is likely to be more
limited than it is at present. To the extent a market continues to exist
for the Notes, the Notes may trade at a discount compared to present
trading prices depending on prevailing interest rates, the market for debt
instruments with similar credit features, the performance of Purchaser and
its subsidiaries and other factors. The extent of the market for the Notes
and the availability of market quotations will depend upon the number of
Holders of the Notes remaining at such time, the interest in maintaining a
market in the Notes on the part of securities firms and other factors.
There is no assurance that an active market in the Notes will exist and no
assurance as to the prices at which the Notes may trade after the
consummation of the Offer.
A debt security with a smaller outstanding principal amount
available for trading (a smaller "float") may command a lower price than
would a comparable debt security with a larger float. Therefore, the market
price for Notes that are not tendered and accepted for purchase pursuant to
the Offer may be affected adversely to the extent that the principal amount
of Notes purchased pursuant to the Offer reduces the float. A reduced float
may also make the trading price of Notes that are not purchased in the
Offer more volatile.
CONDITIONS TO THE CONSUMMATION OF THE OFFER AND THE SOLICITATION
AND RELATED RISKS. The consummation of the Offer and the Solicitation are
subject to the satisfaction of several conditions. See Section 11. There
can be no assurance that such conditions will be met or that, in the event
the Offer and the Solicitation are not consummated, the market value and
liquidity of the Notes will not be materially adversely affected.
TREATMENT OF NOTES NOT TENDERED IN THE OFFER. From time to time in
the future, Purchaser or its subsidiaries may acquire Notes, if any, which
are not tendered in response to the Offer through open market purchases,
privately negotiated transactions, tender offers, exchange offers or
otherwise, upon such terms and at such prices as they may determine, which
may be more or less than the price to be paid pursuant to the Offer and
could be for cash or other consideration. Alternatively, Purchaser may,
subject to certain conditions, redeem any or all of the Notes not purchased
pursuant to the Offer at any time that it is permitted to do so under the
Indentures. There can be no assurance as to which, if any, of these
alternatives (or combinations thereof) Purchaser or its subsidiaries will
choose to pursue in the future.
5. PROPOSED WAIVERS TO THE INDENTURES.
This section sets forth a brief description of the Proposed
Waivers to the Indentures for which Consents are being sought pursuant to
the Solicitation. The Proposed Waivers will be embodied in an amendment to
the Indenture in the form set forth in the Supplemental Indenture. The
Supplemental Indentures will become effective upon execution by Purchaser
and the Trustee on the Consent Date. The Proposed Waivers, however, will
not become operative unless Notes are accepted for purchase by Purchaser
pursuant to the Offer on or prior to June 8, 1998. Thereafter, the Proposed
Waivers will be binding on each Holder of the Notes remaining outstanding,
whether or not such Holder tendered Notes pursuant to the Offer. The
Indentures, without giving effect to the Proposed Waivers, will remain in
effect until the Proposed Waivers become operative. If the Offer is
terminated or withdrawn, or the Notes are never accepted for purchase, the
Supplemental Indentures will never become operative.
Pursuant to the terms of the Indentures, the Proposed Waivers
require the written consent of the Holders of at least a majority in
principal amount at maturity of the 2004 Notes outstanding and at least a
majority in principal amount at maturity of the 2005 Notes outstanding.
The summaries of provisions of the Indentures set forth below are
qualified in their entirety by reference to the full and complete terms
contained in the Indentures. Capitalized terms used herein without
definition have the same meanings as set forth in the respective
Indentures. Holders may obtain copies of the Indentures and the proposed
forms of Supplemental Indentures without charge from the Dealer Manager.
Copies of the Indentures have also been filed by Purchaser with the SEC and
may be obtained from the SEC as described in "Available Information."
The Proposed Waivers would waive application of the "Asset
Disposition Covenants" described below in the case of any and all net
proceeds heretofore received by Purchaser or any of its subsidiaries from
the Prior Dispositions, including those under the BellSouth Agreement. The
Asset Disposition Covenants are provisions contained in Section 1016 of
each of the Indentures that require that Net Available Proceeds from asset
sales by Purchaser or its subsidiaries that are not used by Purchaser or
its subsidiaries within 270 days following receipt to acquire new assets or
to retire indebtedness be used to make a pro rata offer to purchase
outstanding 2004 Notes and 2005 Notes at a purchase price equal to 100% of
the Accreted Value thereof to any purchase date prior to maturity;
provided, that, if the remaining Net Available Proceeds is less than $5.0
million, such offer to purchase may be deferred until Net Available
Proceeds shall exceed $5.0 million.
As of the date of this Statement, Purchaser or its subsidiaries
have received approximately $22.2 million in Net Available Proceeds from
the Prior Dispositions which had not yet been used to acquire or make
binding commitments to acquire new assets or retire indebtedness. Of the
$22.2 million in Net Available Proceeds, the 270 day period ends on May 9,
1998 as to approximately $17.8 million, ends on November 16, 1998 as to
approximately $1.5 million and ends on December 20, 1998 as to
approximately $2.9 million. The foregoing amounts do not include, nor would
the Proposed Waivers alter Purchaser's obligations with respect to, up to
approximately $6.4 million in proceeds that may be received from an escrow
account that was established under the BellSouth Agreement in connection
with one of the Prior Dispositions, up to $46.2 million in proceeds that
may be received in connection with other dispositions contemplated by the
BellSouth Agreement, depending on the total number of channel leases and
licenses ultimately delivered by Purchaser to BellSouth and assuming
minimum closing conditions are met for each market, or proceeds that may be
received by Purchaser or its subsidiaries in connection with any other
disposition of assets they may make. There can be no assurance as to the
timing or amounts of any such proceeds that Purchaser or its subsidiaries
may receive in the future.
6. TERMS OF THE OFFER AND THE SOLICITATION.
Upon the terms and subject to the conditions of the Offer
(including if the Offer is extended or amended, the terms and conditions of
any such extension or amendment) and applicable law and subject to the
proration procedures described on the front cover page of this Statement,
all Notes which are validly tendered in accordance with the procedures set
forth in Section 8 and not validly withdrawn in accordance with the
procedures set forth in Section 9 prior to the Expiration Date will be
accepted for purchase promptly after the Expiration Date. It is anticipated
that the proration procedures will be completed promptly following
termination of the three business day guaranteed delivery period, unless no
Notes are tendered using such guaranteed delivery procedures, in which case
such procedures will be completed promptly following the Expiration Date.
Preliminary results of proration will be announced by press release
promptly following the Expiration Date. Purchaser will make payment for
Notes purchased pursuant to the Offer within two business days after the
completion of such proration procedures.
Upon the terms and subject to the conditions set forth in this
Statement and in the accompanying Consent and Letter of Transmittal,
Purchaser is also soliciting Consents from Holders with respect to the
Proposed Waivers.
HOLDERS WHO DESIRE TO TENDER THEIR NOTES PURSUANT TO THE OFFER
AND RECEIVE THE OFFER CONSIDERATION ARE REQUIRED TO CONSENT TO THE PROPOSED
WAIVERS, AND THE COMPLETION, EXECUTION AND DELIVERY OF THE CONSENT AND
LETTER OF TRANSMITTAL BY A HOLDER IN CONNECTION WITH THE TENDER OF NOTES
WILL CONSTITUTE THE CONSENT OF SUCH TENDERING HOLDER TO THE PROPOSED
WAIVERS. HOLDERS MAY CONSENT TO THE PROPOSED WAIVERS WITHOUT TENDERING
THEIR NOTES PURSUANT TO THE OFFER BY CHECKING THE BOX ENTITLED "CONSENT TO
PROPOSED WAIVERS WITHOUT TENDERING" IN THE CONSENT AND LETTER OF
TRANSMITTAL. HOWEVER, SUCH HOLDERS WILL NOT RECEIVE ANY CONSIDERATION
THEREFOR.
The Proposed Waivers require the receipt of the Requisite
Consents, defined as consents to the Proposed Waivers from the Holders of
at least a majority in principal amount at maturity of the 2004 Notes
outstanding and at least a majority in principal amount at maturity of the
2005 Notes outstanding. Although the Supplemental Indentures reflecting the
Proposed Waivers will become effective upon execution by Purchaser and the
Trustee on the Consent Date, the Proposed Waivers will not become operative
until the Notes have actually been accepted for purchase by Purchaser.
AFTER THE REQUISITE CONSENTS ARE RECEIVED AND THE PROPOSED WAIVERS
HAVE BECOME EFFECTIVE, THE PROPOSED WAIVERS WILL BE BINDING ON EACH HOLDER
OF THE NOTES REMAINING OUTSTANDING, WHETHER OR NOT SUCH HOLDER TENDERED
NOTES PURSUANT TO THE OFFER THEREFORE, CONSUMMATION OF THE OFFER AND THE
ADOPTION OF THE PROPOSED WAIVERS MAY HAVE ADVERSE CONSEQUENCES FOR HOLDERS
WHO ELECT NOT TO TENDER IN THE OFFER. SEE SECTION 4.
PURCHASER'S OBLIGATION TO ACCEPT FOR PURCHASE, AND TO PAY FOR,
NOTES VALIDLY TENDERED PURSUANT TO THE OFFER IS NOT CONDITIONED UPON ANY
MINIMUM TENDER OF EITHER THE 2004 NOTES OR THE 2005 NOTES OR OBTAINING ANY
FINANCING BUT IS SUBJECT TO SATISFACTION OF THE CONSENT CONDITION ON OR
PRIOR TO 5:00 PM, NEW YORK CITY TIME, ON APRIL 23, 1998, UNLESS EXTENDED,
AND TO SATISFACTION OF CERTAIN OTHER CONDITIONS ON OR PRIOR TO THE
EXPIRATION DATE. PURCHASER, IN ITS SOLE DISCRETION, MAY WAIVE ANY OF THE
CONDITIONS OF THE OFFER, IN WHOLE OR IN PART, AT ANY TIME AND FROM TIME TO
TIME. See Section 11, which sets forth the conditions to the Offer. If any
condition to Purchaser's obligation to purchase Notes under the Offer is
not satisfied within the time frame described above, Purchaser reserves the
right (but shall not be obligated) to (i) decline to purchase any of the
Notes tendered and terminate the Offer, (ii) waive such unsatisfied
condition, and purchase all Notes validly tendered, (iii) extend the Offer
and, subject to the right of Holders to withdraw Notes as provided in
Section 9, retain the Notes which have been tendered during the period or
periods for which the Offer is extended or (iv) amend the Offer.
Purchaser expressly reserves the right, at any time or from time
to time, regardless of whether or not any of the events set forth in
Section 11 shall have occurred or shall have been determined by Purchaser
to have occurred, (i) to extend the period of time during which the Offer
is open and thereby delay acceptance for payment of, and the payment for,
any Notes, by giving oral followed by written notice of such extension to
the Depositary, and (ii) to amend the Offer in any respect by giving oral
followed by written notice of such amendment to the Depositary. The rights
reserved by Purchaser in this paragraph are in addition to Purchaser's
rights to terminate the Offer described in Section 11. Any extension,
amendment or termination will be followed as promptly as practicable by
public announcement thereof, the announcement in the case of an extension
to be issued no later than 9:00 a.m., New York City time, on the next
business day after the previously scheduled Expiration Date. Without
limiting the manner in which Purchaser may choose to make any public
announcement, Purchaser currently intends to make announcements by issuing
a release to the Dow Jones News Service or by sending written notice to
each registered Holder of the Notes.
If Purchaser extends the Offer, or if (whether before or after any
Notes have been accepted for purchase) the purchase of or payment for Notes
is delayed or Purchaser is unable to pay for Notes pursuant to the Offer
for any reason, then, without prejudice to Purchaser's rights under the
Offer, the Depositary may retain tendered Notes on behalf of Purchaser, and
such Notes may not be withdrawn except to the extent tendering Holders are
entitled to withdrawal rights as described in Section 9. However, the
ability of Purchaser to delay the payment for Notes which Purchaser has
accepted for purchase is limited by Rule 14e-1(c) under the Exchange Act,
which requires that a bidder pay the consideration offered or return the
securities deposited by or on behalf of holders of securities promptly
after the termination or withdrawal of a tender offer.
If Purchaser makes a material change in the terms of the Offer or
the information concerning the Offer or waives a material condition to such
Offer, Purchaser will disseminate additional Offer materials and extend the
Offer to the extent required by law. If the Solicitation is amended prior
to the Consent Date in a manner determined by Purchaser to constitute a
material adverse change to the Holders, Purchaser promptly will disclose
such amendment and, if necessary, extend the Solicitation for a period
deemed by Purchaser to be adequate to permit Holders to withdraw their
Notes and revoke their Consents. See Section 9.
7. ACCEPTANCE FOR PURCHASE AND PAYMENT FOR NOTES; ACCEPTANCE OF CONSENTS.
Upon the terms and subject to the conditions of the Offer
(including if the Offer is extended or amended, the terms and conditions of
any such extension or amendment) and applicable law and subject to
proration as described on the front cover page of this Statement, Purchaser
will purchase, by accepting for payment, all Notes validly tendered (and
not withdrawn) pursuant to the Offer promptly after the Expiration Date. It
is anticipated that the proration procedures will be completed promptly
following termination of the three business day guaranteed delivery period,
unless no Notes are tendered using such guaranteed delivery procedures, in
which case such procedures will be completed promptly following the
Expiration Date. Preliminary results of proration will be announced by
press release promptly following the Expiration Date. Purchaser will make
payment for Notes purchased pursuant to the Offer within two business days
after the completion of such proration procedures.
Purchaser expressly reserves the right, in Purchaser's sole
discretion, to delay acceptance for payment of or payment for Notes,
subject to Rule 14e-1(c) under the Exchange Act, in order to comply, in
whole or in part, with any applicable law. See Section 9. In all cases,
payment for Notes purchased pursuant to the Offer will be made only after
timely receipt by the Depositary of (i) certificates representing such
Notes or timely confirmation of a book-entry transfer of such Notes into
the Depositary's account at a Book-Entry Transfer Facility pursuant to the
procedures set forth in Section 8, (ii) a properly completed and duly
executed Consent and Letter of Transmittal and (iii) any other documents
required by the Consent and Letter of Transmittal.
For purposes of the Solicitation, Consents received by the
Depositary will be deemed to have been accepted if, as and when Purchaser
gives written notice to the Trustee of the receipt by the Depositary of the
Requisite Consents and the Supplemental Indentures are executed. For
purposes of the Offer, tendered Notes will be deemed to have been accepted
for purchase if, as and when Purchaser gives written notice to the
Depositary that (a) all conditions to the Offer have been satisfied or
waived, (b) Purchaser irrevocably accepts all Notes validly tendered (and
not validly withdrawn) for purchase pursuant to the terms of the Offer,
subject to proration as described on the front cover page of this
Statement, and irrevocably directs the Depositary to promptly pay the Offer
Consideration to all Holders who have validly tendered (and not validly
withdrawn) Notes pursuant to the Offer and (c) Purchaser has delivered to
the Depositary, or is simultaneously delivering to the Depositary with such
notice, sufficient funds to pay the Offer Consideration to all Holders who
validly tendered (and not validly withdrawn) Notes pursuant to the Offer
after giving effect to proration. In all cases, payment for Notes purchased
pursuant to the Offer will be made by the Depositary, which will act as
agent for consenting and tendering Holders for the purpose of receiving
payment from Purchaser and transmitting such payment to tendering Holders.
UNDER NO CIRCUMSTANCES WILL INTEREST ON THE OFFER CONSIDERATION BE PAID BY
PURCHASER, THE DEPOSITARY OR THE DEALER MANAGER BY REASON OF ANY DELAY IN
MAKING PAYMENT.
Tenders of Notes may not be withdrawn unless the Offer
Consideration is decreased as to such Notes, in which case Purchaser will
afford withdrawal rights to Holders who have previously tendered such
Notes. See Section 9. If any tendered Notes are not purchased pursuant to
the Offer because of proration or for any other reason, such Notes not
purchased 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 the expiration or termination
of the Offer.
Tendering Holders will not be obligated to pay brokerage fees or
commissions or, except as set forth in Instruction 7 of the Consent and
Letter of Transmittal, transfer taxes on the purchase of Notes pursuant to
the Offer.
Purchaser reserves the right to transfer or assign, in whole or in
part, at any time and from time to time, to one or more of its affiliates,
the right to purchase Notes tendered pursuant to the Offer, but any such
transfer or assignment will not relieve Purchaser of its obligations under
the Offer or prejudice the rights of tendering Holders to receive payment
for Notes validly tendered and accepted for purchase pursuant to the Offer.
8. PROCEDURES FOR TENDERING NOTES AND DELIVERING CONSENTS.
HOLDERS WHO DESIRE TO TENDER THEIR NOTES PURSUANT TO THE OFFER AND
RECEIVE THE OFFER CONSIDERATION ARE REQUIRED TO CONSENT TO THE PROPOSED
WAIVERS. HOLDERS WILL NOT RECEIVE ANY SEPARATE CONSIDERATION IN RESPECT OF
THEIR CONSENT TO THE PROPOSED WAIVERS. HOLDERS MAY CONSENT TO THE PROPOSED
WAIVERS WITHOUT TENDERING THEIR NOTES PURSUANT TO THE OFFER, BUT WILL NOT
RECEIVE ANY CONSIDERATION THEREFOR.
TENDERS OF NOTES AND DELIVERY OF CONSENTS. The tender by a Holder
of Notes (and subsequent acceptance of such tender by Purchaser) pursuant
to one of the procedures set forth below will constitute an agreement
between such Holder and Purchaser in accordance with the terms and subject
to the conditions set forth herein, in the Consent and Letter of
Transmittal and, if applicable, in the Notice of Guaranteed Delivery.
The procedures by which Notes may be tendered and Consents may be
given by beneficial owners that are not Holders will depend upon the manner
in which the Notes are held.
TENDERS OF NOTES HELD IN PHYSICAL FORM. For a Holder validly to
tender Notes held in physical form pursuant to the Offer, a properly
completed and duly executed Consent and Letter of Transmittal, together
with any signature guarantees and any other documents required by the
Instructions to the Consent and Letter of Transmittal, must be received by
the Depositary at its address set forth on the back cover page of this
Statement and either (i) certificates representing such Notes must be
received by the Depositary at such address or (ii) such Notes must be
transferred pursuant to the procedures for book-entry transfer set forth
below and the book-entry transfer of such Notes into the Depositary's
account at a Book-Entry Transfer Facility must be confirmed, in each case,
prior to the Expiration Date. A Holder who desires to tender Notes and who
cannot comply with the procedures set forth herein for tender on a timely
basis or whose Notes are not immediately available must comply with the
procedures for guaranteed delivery set forth below. CONSENTS AND LETTERS OF
TRANSMITTAL AND ANY NOTES TENDERED PURSUANT TO THE OFFER SHOULD BE SENT
ONLY TO THE DEPOSITARY, NOT TO PURCHASER, THE TRUSTEE OR THE DEALER
MANAGER.
THE PROPER COMPLETION, EXECUTION AND DELIVERY OF A CONSENT AND
LETTER OF TRANSMITTAL BY A REGISTERED HOLDER WITH RESPECT TO NOTES WILL
CONSTITUTE THE GIVING OF A CONSENT BY SUCH HOLDER TO THE PROPOSED WAIVERS
WITH RESPECT TO SUCH NOTES, AND NO SEPARATE CONSENT OR PROXY WILL BE
REQUIRED.
Holders who wish to consent to the Proposed Waivers without
tendering their Notes pursuant to the Offer should check the box entitled
"Consent to Proposed Waivers without Tendering" in the Consent and Letter
of Transmittal.
If the Notes are registered in the name of a person other than the
signer of a Consent and Letter of Transmittal, then, in order to tender
such Notes pursuant to the Offer, the Notes must be endorsed or accompanied
by an appropriate written instrument or instruments of transfer signed
exactly as the name or names of such Holder or Holders appear on the Notes,
with the signature(s) on the Notes or instruments of transfer guaranteed as
provided below. In the event such procedures are followed by a beneficial
owner tendering Notes, the Holder or Holders of such Notes must sign a
valid proxy pursuant to the Consent and Letter of Transmittal, because
Notes may not be tendered without also consenting to the Proposed Waivers,
and only registered Holders as of the date of delivery of the Consent and
Letter of Transmittal are entitled to deliver Consents.
TENDER OF NOTES HELD THROUGH A CUSTODIAN. Any beneficial owner
whose Notes are registered in the name of a broker, dealer, commercial
bank, trust company or other nominee and who wishes to tender Notes and
deliver Consents and Letters of Transmittal should contact such registered
Holder promptly and instruct such Holder to tender Notes and deliver
Consents and Letters of Transmittal on such beneficial owner's behalf. A
Letter of Instructions is enclosed in the solicitation materials provided
along with this Statement which may be used by a beneficial owner in this
process to instruct the registered Holder to tender Notes and deliver
Consents. If such beneficial owner wishes to tender such Notes and deliver
Consents himself, such beneficial owner must, prior to completing and
executing the Consent and Letter of Transmittal and delivering such Notes,
either make appropriate arrangements to register ownership of the Notes in
such beneficial owner's name or follow the procedures described in the
immediately preceding paragraph. The transfer of record ownership may take
considerable time.
TENDER OF NOTES HELD THROUGH DTC. The Depositary and DTC have
confirmed that the Offers are eligible for ATOP. Accordingly, DTC
participants may electronically transmit their acceptance of the Offer by
causing DTC to transfer Notes to the Depositary in accordance with DTC's
ATOP procedures for transfer. DTC will then send an Agent's Message to the
Depositary.
The term "Agent's Message" means a message transmitted by DTC,
received by the Depositary and forming part of the confirmation of
book-entry transfer, which states that DTC has received an express
acknowledgment from the participant in DTC tendering Notes which are the
subject of such confirmation of book-entry transfer that such participant
has received and agrees to be bound by the terms of the Consent and Letter
of Transmittal and that Purchaser may enforce such agreement against such
participant.
NOTWITHSTANDING THE FOREGOING, IN ORDER TO VALIDLY DELIVER A
CONSENT WITH RESPECT TO NOTES TRANSFERRED PURSUANT TO ATOP (AND THEREBY
MAKE A VALID TENDER), A DTC PARTICIPANT USING ATOP MUST ALSO PROPERLY
COMPLETE AND DULY EXECUTE THE CONSENT AND LETTER OF TRANSMITTAL AND DELIVER
IT TO THE DEPOSITARY. Pursuant to authority granted by DTC, any DTC
participant which has Notes credited to its DTC account at any time (and
thereby held of record by DTC's nominee) may directly provide a Consent to
the Proposed Waivers as though it were the registered Holder by so
completing, executing and delivering the Consent and Letter of Transmittal.
BOOK-ENTRY DELIVERY PROCEDURES. The Depositary will establish
accounts with respect to the Notes at DTC and, if necessary, the
Philadelphia Depository Trust Company ("Philadep") (each a "Book-Entry
Transfer Facility" and collectively, the "Book-Entry Transfer Facilities")
for purposes of the Offer within two business days after the date hereof,
and any financial institution that is a participant in either of the
Book-Entry Transfer Facilities systems may make book-entry delivery of the
Notes by causing DTC or Philadep to transfer such Notes into the
Depositary's account in accordance with such Book-Entry Transfer Facility's
procedure for such transfer. Timely book-entry delivery of Notes pursuant
to the Offer, however, requires receipt of a confirmation of book-entry
transfer prior to the Expiration Date. In addition, although delivery of
Notes may be effected through book-entry transfer into the Depositary's
account at a Book-Entry Transfer Facility, the Consent and Letter of
Transmittal, together with any required signature guarantees and any other
required documents, must, in any case, be delivered or transmitted to and
received by the Depositary at its address set forth on the back cover page
of this Statement prior to the Expiration Date to receive payment for
tendered Notes, or compliance must be made with the guaranteed delivery
procedure described below. Tender will not be deemed made until such
documents are received by the Depositary. DELIVERY OF DOCUMENTS TO A
BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE DELIVERY TO THE
DEPOSITARY.
SIGNATURE GUARANTEES. Signatures on all Consents and Letters of
Transmittal must be guaranteed by a participant in the Security Transfer
Agents Medallion Program, the New York Stock Exchange Medallion Signature
Program or the Stock Exchange Medallion Program (each of the foregoing
being referred to as an "Eligible Institution"), unless the Notes tendered
thereby are tendered (i) by a registered Holder of Notes (or by a
participant in one of the Book-Entry Transfer Facilities whose name appears
on a security position listing as the owner of such Notes) who has not
completed either the box entitled "Special Delivery Instructions" or
"Special Payment or Issuance Instructions" on the Consent and Letter of
Transmittal, or (ii) for the account of an Eligible Institution. See
Instruction 1 of the Consent and Letter of Transmittal. If the Notes are
registered in the name of a person other than the signer of the Consent and
Letter of Transmittal or if Notes not accepted for purchase or not tendered
are to be returned to a person other than the registered Holder, then the
signatures on the Consents and Letters of Transmittal accompanying the
tendered Notes must be guaranteed by an Eligible Institution as described
above. See Instructions 1 and 5 of the Consent and Letter of Transmittal.
COMPLIANCE WITH "SHORT TENDERING" RULE. It is a violation of Rule
14e-4 promulgated under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), for a person, directly or indirectly, to tender Notes
for his own account unless the person so tendering (i) has a net long
position equal to or greater than the aggregate principal amount at
maturity of the Notes being tendered and (ii) will cause such Notes to be
delivered in accordance with the terms of the Offer. Rule 14e-4 provides a
similar restriction applicable to the tender or guarantee of a tender on
behalf of another person.
A tender of Notes pursuant to any of the procedures described
above will constitute a binding agreement between the tendering Holder and
Purchaser upon the terms and subject to the conditions of the Offer,
including the tendering Holder's acceptance of the terms and conditions of
the Offer, as well as the tendering Holder's representation and warranty
that (i) such Holder has a net long position in the Notes being tendered
within the meaning if Rule 14e-4 under the Exchange Act and (ii) the tender
of such Notes complies with Rule 14e-4.
MUTILATED, LOST, STOLEN OR DESTROYED CERTIFICATES. If a Holder
desires to tender Notes, but the certificates evidencing such Notes have
been mutilated, lost, stolen or destroyed, such Holder should contact the
Trustee to receive information about the procedures for obtaining
replacement certificates for Notes at the following address or telephone
number: U.S. Bank Trust National Association, 180 East Fifth Street, St.
Paul, Minnesota 55101, Telephone (612 ) 244-1215 and Fax (612) 244-1537.
GUARANTEED DELIVERY. If a Holder desires to tender Notes pursuant
to the Offer and deliver Consents pursuant to the Solicitation and time
will not permit the Consent and Letter of Transmittal, certificates
representing such Notes and all other required documents to reach the
Depositary, or the procedures for book-entry transfer cannot be completed,
prior to the Expiration Date, such Holder may nevertheless consent, and
such Notes may nevertheless be tendered, if all the following conditions
are satisfied:
(i) the tender is made by or through an Eligible
Institution;
(ii) a properly completed and duly executed Notice of
Guaranteed Delivery, substantially in the form
provided by Purchaser herewith, is received by the
Depositary prior to the Expiration Date, as
provided below; and
(iii) the certificates for the tendered Notes, in proper
form for transfer (or confirmation of a book-entry
transfer of such Notes into the Depositary's
account at a Book-Entry Transfer Facility as
described above), together with a Consent and
Letter of Transmittal, properly completed and duly
executed, with any required signature guarantees
and any other documents required by the
Instructions to the Consent and Letter of
Transmittal, are received by the Depositary within
three New York Stock Exchange, Inc. trading days
after the date of execution of the Notice of
Guaranteed Delivery.
The Notice of Guaranteed Delivery may be sent by hand delivery,
telegram, facsimile transmission or mail to the Depositary and must include
a guarantee by an Eligible Institution in the form set forth in the Notice
of Guaranteed Delivery.
Failure to complete the guaranteed delivery procedure outlined
above will not, of itself, affect the validity of, or effect a revocation
of, any Consent properly executed by a Holder of Notes who attempted to use
the guaranteed delivery procedures.
UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID BY PURCHASER BY
REASON OF ANY DELAY IN MAKING PAYMENT TO ANY PERSON RESULTING FROM SUCH
PERSON'S USE OF THE GUARANTEED DELIVERY PROCEDURES, AND THE OFFER
CONSIDERATION FOR NOTES TENDERED PURSUANT TO THE GUARANTEED DELIVERY
PROCEDURES WILL BE THE SAME AS THAT FOR NOTES DELIVERED TO THE DEPOSITARY
PRIOR TO THE EXPIRATION DATE.
Notwithstanding any other provision hereof, payment for Notes
tendered and accepted for purchase pursuant to the Offer will, in all
cases, be made only after timely receipt by the Depositary of such Notes
(or confirmation of a book-entry transfer of such Notes into the
Depositary's account at a Book-Entry Transfer Facility as described above),
and a Consent and Letter of Transmittal with respect to such Notes,
properly completed and duly executed, with any required signature
guarantees and any other documents required by the Consent and Letter of
Transmittal.
THE METHOD OF DELIVERY OF NOTES AND CONSENTS AND LETTERS OF
TRANSMITTAL, ANY REQUIRED SIGNATURE GUARANTEES AND ALL OTHER REQUIRED
DOCUMENTS, INCLUDING DELIVERY THROUGH A BOOK-ENTRY TRANSFER FACILITY AND
ANY ACCEPTANCE OR AGENT'S MESSAGE TRANSMITTED THROUGH ATOP, IS AT THE
ELECTION AND RISK OF THE HOLDER TENDERING NOTES AND DELIVERING A CONSENT
AND LETTER OF TRANSMITTAL AND, EXCEPT AS OTHERWISE PROVIDED IN THE CONSENT
AND LETTER OF TRANSMITTAL, DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY
RECEIVED BY THE DEPOSITARY. IF SUCH DELIVERY IS BY MAIL, IT IS SUGGESTED
THAT THE HOLDER USE PROPERLY INSURED, REGISTERED MAIL WITH RETURN RECEIPT
REQUESTED, AND THAT THE MAILING BE MADE SUFFICIENTLY IN ADVANCE OF THE
EXPIRATION DATE TO PERMIT DELIVERY TO THE DEPOSITARY PRIOR TO SUCH DATE.
BACKUP FEDERAL INCOME TAX WITHHOLDING. To prevent backup Federal
income tax withholding, each tendering Holder of Notes must provide the
Depositary with such Holder's correct taxpayer identification number and
certify that such Holder is not subject to backup Federal income tax
withholding by completing the Substitute Form W-9 included in the Consent
and Letter of Transmittal. See Section 12.
DETERMINATION OF VALIDITY. All questions as to the validity, form,
eligibility (including time of receipt) and acceptance of any tendered
Notes or Consents pursuant to any of the procedures described above will be
determined by Purchaser, in Purchaser's sole discretion exercised in good
faith (whose determination shall be final and binding). Purchaser reserves
the absolute right to reject any or all tenders of any Notes or Consents
determined by it in good faith not to be in proper form or, in the case of
Notes, if the acceptance for payment of, or payment for, such Notes may, in
the opinion of Purchaser's counsel, be unlawful. Purchaser also reserves
the absolute right, in its sole discretion, to waive any of the conditions
of the Offer or any defect or irregularity in any tender with respect to
Notes or Consents of any particular Holder, whether or not similar defects
or irregularities are waived in the case of other Holders. Purchaser's good
faith interpretation of the terms and conditions of the Offer and the
Solicitation (including the Consent and Letter of Transmittal and the
Instructions thereto) will be final and binding. None of Purchaser, the
Depositary, the Trustee or any other person will be under any duty to give
notification of any defects or irregularities in tenders or will incur any
liability for failure to give any such notification. If Purchaser waives
its right to reject a defective tender of Notes, the Holder will be
entitled to the Offer Consideration.
9. WITHDRAWAL OF TENDERS AND REVOCATION OF CONSENTS.
Tenders of Notes may not generally be withdrawn. If Purchaser
reduces either (a) the principal amount of Notes subject to the Offer or
(b) the Offer Consideration, then previously tendered Notes may be validly
withdrawn until the expiration of ten business days after the date that
notice of any such reduction is first published, given or sent to Holders
by Purchaser. Consents may be revoked at any time prior to the Consent
Date, but a valid revocation of a Consent will render a tender of Notes
defective. In the event of a termination of the Offer, the Notes tendered
pursuant to the Offer will be returned to the tendering Holders promptly.
For a withdrawal of a tender of Notes or revocation of a Consent
to be effective, a written or facsimile transmission notice of withdrawal
or revocation must be timely received by the Depositary at its address set
forth on the back cover page of this Statement. Any such notice of
withdrawal or revocation must (i) specify the name of the person who
tendered the Notes to be withdrawn or to which the revocation of Consents
relates, (ii) contain the description of the Notes to be withdrawn or to
which the revocation of Consents relates and identify the certificate
number or numbers shown on the particular certificates evidencing such
Notes (unless such Notes were tendered by book-entry transfer) and the
aggregate principal amount represented by such Notes and (iii) be signed by
the Holder of such Notes in the same manner as the original signature on
the Consent and Letter of Transmittal by which such Notes were tendered
(including any required signature guarantees) or related Consent was given
or be accompanied by (x) documents of transfer sufficient to have the
Trustee register the transfer of the Notes into the name of the person
withdrawing such Notes and/or revoking such related Consent and (y) a
properly completed irrevocable proxy that authorized such person to effect
such revocation on behalf of such Holder. If the Notes to be withdrawn have
been delivered or otherwise identified to the Depositary, a properly
completed and signed notice of withdrawal shall be effective immediately
upon receipt thereof even if physical release is not yet effected. A
withdrawal of Notes or revocation of Consents can only be accomplished in
accordance with the foregoing procedures.
ALL QUESTIONS AS TO THE FORM AND VALIDITY (INCLUDING TIME OF
RECEIPT) OF NOTICES OF WITHDRAWAL OR REVOCATION WILL BE DETERMINED BY
PURCHASER, IN PURCHASER'S SOLE DISCRETION (WHOSE DETERMINATION WILL BE
FINAL AND BINDING). NONE OF PURCHASER, THE DEPOSITARY, THE TRUSTEE OR ANY
OTHER PERSON WILL BE UNDER ANY DUTY TO GIVE NOTIFICATION OF ANY DEFECTS OR
IRREGULARITIES IN ANY NOTICE OF WITHDRAWAL OR REVOCATION OR INCUR ANY
LIABILITY FOR FAILURE TO GIVE ANY SUCH NOTIFICATION.
Any Notes properly withdrawn or with respect to which Consents
have been properly revoked will be deemed to be not validly tendered for
purposes of the Offer. Withdrawn Notes may be retendered and revoked
Consents may be redelivered by following one of the procedures described in
Section 8 at any time prior to the Expiration Date.
10. SOURCE AND AMOUNT OF FUNDS.
The total amount of funds required by Purchaser to purchase all of
the Notes pursuant to the Offer and pay transaction expenses relating to
the Offer and the Solicitation is approximately $18.0 million (assuming
that there is a sufficient tender of Notes for the aggregate Offer
Consideration to be $17.5 million). Purchaser has available to it all of
the funds that will be necessary for such purpose.
11. CONDITIONS TO THE OFFER.
Notwithstanding any other provisions of the Offer and in addition
to (and not in limitation of) Purchaser's rights to extend and/or amend the
Offer at any time in its sole discretion, Purchaser shall not be required
to accept for payment, purchase or pay for, and may delay the acceptance
for payment of, any tendered Notes, in each event subject to Rule 14e-1(c)
under the Exchange Act, and may terminate the Offer, if the Consent
Condition shall not have been satisfied on or prior to 5:00 PM, New York
City time, on April 23, 1998, unless extended, and the General Conditions
(as defined below) shall not have been satisfied on or prior to the
Expiration Date.
For purposes of the foregoing provision, the "General Conditions"
shall be deemed to have been satisfied unless any of the following
conditions shall occur on or after the date of this Statement and prior to
the acceptance for purchase of any Notes tendered pursuant to the Offer:
(a) there shall have occurred (i) any general suspension
of, or limitation on prices for, trading in securities in the
United States securities or financial markets, (ii) a material
impairment in the trading market for debt securities, (iii) a
declaration of a banking moratorium or any suspension of payments
in respect of banks in the United States (whether or not
mandatory), (iv) any limitation (whether or not mandatory) by any
governmental authority on, or other event having a reasonable
likelihood of affecting, the extension of credit by banks or other
lending institutions in the United States, (v) a commencement of a
war, armed hostilities or other national or international crisis
involving the United States or (vi) any significant adverse change
in the United States securities or financial markets generally or
in the case of any of the foregoing existing on the date hereof, a
material acceleration or worsening thereof;
(b) there exists an order, statute, rule, regulation,
executive order, stay, decree, judgment or injunction that shall
have been enacted, entered, issued, promulgated, enforced or
deemed applicable by any court or governmental, regulatory or
administrative agency or instrumentality that, in the reasonable
judgment of Purchaser, would or would be reasonably likely to
prohibit, prevent or materially restrict or delay consummation of
the Offer or the Solicitation or that is, or is reasonably likely
to be, materially adverse to the business, operations, properties,
condition (financial or otherwise), assets, liabilities or
prospects of Purchaser or its subsidiaries;
(c) there shall have been instituted or be pending any
action or proceeding before or by any court or governmental,
regulatory or administrative agency or instrumentality, or by any
other person, which challenges the making of the Offer or the
Solicitation or the Proposed Waivers or is reasonably likely to
directly or indirectly prohibit, prevent, restrict or delay the
consummation of the Offer or the Solicitation or the Proposed
Waivers or otherwise adversely affect in any material manner the
Offer, the Solicitation or the Proposed Waivers; or
(d) the Trustee shall have objected in any respect to, or
taken any action that would be reasonably likely to materially and
adversely affect the consummation of the Offer or the Solicitation
or Purchaser's ability to effect the Proposed Waivers, or shall
have taken any action that challenges the validity or
effectiveness of the procedures used by Purchaser in soliciting
the Consents (including the form thereof) or in the making of the
Offer or the acceptance of the Notes or the Consents or the
payment for the Notes.
The foregoing conditions are for the sole benefit of Purchaser and
may be asserted by Purchaser regardless of the circumstances giving rise to
any such condition (including any action or inaction by Purchaser) and may
be waived by Purchaser, in whole or in part, at any time and from time to
time, in the sole discretion of Purchaser. The failure by Purchaser at any
time to exercise any of the foregoing rights will not be deemed a waiver of
any other right and each right will be deemed an ongoing right which may be
asserted at any time and from time to time.
12. CERTAIN FEDERAL INCOME TAX CONSEQUENCES.
The following is a summary of the principal federal income tax
consequences of the sale of the Notes pursuant to the Offer by Holders who
are United States persons and who hold such Notes as capital assets. This
summary does not address the federal income tax consequences to all
categories of Holders, and certain Holders (including insurance companies,
tax- exempt organizations, financial institutions, brokers, dealers,
nonresident aliens, foreign corporations, foreign partnerships and foreign
estates) may be subject to certain rules not discussed herein. This summary
does not discuss federal tax consequences other than income tax
consequences, and does not discuss foreign, state, or local income or other
tax laws. This summary is based upon current provisions of the Internal
Revenue Code of 1986, as amended (the "Code"), applicable Treasury
Regulations promulgated thereunder, judicial authority and current Internal
Revenue Service (the "IRS") rulings and practice, all of which are subject
to change, possibly on a retroactive basis.
SALES OF NOTES PURSUANT TO THE OFFER. The sale of the Notes by a
Holder pursuant to the Offer will be a taxable transaction. A selling
Holder will recognize gain or loss upon the sale equal to the difference
between the amount of cash received and the Holder's adjusted tax basis in
the Notes sold. Certain holders of 2004 Notes acquired such notes in a
deemed exchange, which occurred in connection with a consent solicitation
that took place in July 1995. In the deemed exchange, such holders were
deemed to have exchanged their original notes due 2004 (the "Old 2004
Notes") for the revised 2004 Notes, as modified by the amendments that were
adopted as a result of the consent solicitation. In the case of such
holders, the adjusted tax basis of the 2004 Notes generally will equal the
adjusted tax basis of the Old 2004 Notes at the time of the deemed
exchange, increased by any gain recognized in the deemed exchange, and
further increased by market discount or original issue discount to the
extent that any such market discount or original issue discount has been
included in income by the Holder since the date of the exchange. In the
case of other Holders of the Notes, the adjusted tax basis of a Note
generally will equal the price such holder paid for the Note, increased by
the market discount or original issue discount to the extent any such
market discount or original issue discount was previously included in
income by the Holder, and reduced (but not below zero) by the amortized
bond premium, if any, in respect of such Note.
The gain or loss, if any, realized by a selling Holder generally
will be capital gain or loss and will be long-term capital gain or loss if
such Holder has held its Notes for more than one year at the time of the
sale. However, any Holder who held its Notes with market discount generally
will be required to treat any gain realized pursuant to the Offer as
ordinary income to the extent of the market discount accrued to the date of
the exchange, less any accrued market discount income previously reported
as ordinary income.
RETENTION OF NOTES; ADOPTION OF PROPOSED WAIVERS. In the case of a
Holder who does not sell any or all of such Holder's Notes pursuant to the
Offer and thus retains Notes following the Offer, adoption of the Proposed
Waivers should not constitute a taxable exchange of the retained Notes,
since the amendment adopted pursuant to the Proposed Waivers will not
result in a significant modification of the Notes under applicable Treasury
Regulations.
THE FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR
GENERAL INFORMATION ONLY AND IS BASED UPON PRESENT LAW. HOLDERS ARE URGED
TO CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE SPECIFIC TAX CONSEQUENCES
OF THE OFFER TO THEM, INCLUDING THE APPLICATION AND EFFECT OF THE
ALTERNATIVE MINIMUM TAX, AND STATE, LOCAL AND FOREIGN TAX LAWS.
13. THE DEALER MANAGER AND THE DEPOSITARY.
DLJ has been engaged to act as the Dealer Manager in connection
with the Offer and the Financial Advisor in connection with the
Solicitation. In its capacity as Dealer Manager and Financial Advisor, DLJ
has performed certain investment banking and financial advisory services,
including advising Purchaser with respect to the terms of the Offer and the
Solicitation. Purchaser has agreed to pay the Dealer Manager compensation
for its services and to reimburse the Dealer Manager for its reasonable
out-of-pocket expense. Purchaser has also agreed to indemnify the Dealer
Manager and its respective affiliates against certain liabilities,
including liabilities caused by, arising out of or in connection with any
untrue statement or alleged untrue statement of a material fact contained
in the Offer. At any given time, the Dealer Manager may trade the Notes or
other debt or equity securities of Purchaser for its own accounts or for
the accounts of customers, and, accordingly, may hold a long or short
position in the Notes or such other securities. The Dealer Manager may
tender any Notes held by it and deliver related Consents pursuant to the
Offer and the Solicitation. In addition, the Dealer Manager has provided in
the past certain investment banking and financial advisory services to
Purchaser and certain of its affiliates for which it has received customary
compensation and may do so in the future.
Any Holder that has questions concerning the terms of the Offer or
the Solicitation may contact the Dealer Manager at its address and
telephone numbers set forth on the back cover page of this Statement.
State Street Bank and Trust Company has been appointed as
Depositary for the Offer and the Solicitation. Consents and Letters of
Transmittal and all correspondence in connection with the Offer or the
Solicitation should be sent or delivered by each Holder or a beneficial
owner's broker, dealer, commercial bank, trust company or other nominee to
the Depositary at the addresses set forth on the back cover page of this
Statement.
14. FEES AND EXPENSES.
The Dealer Manager will receive customary fees for its services
and reimbursement for its reasonable out-of-pocket expenses in connection
with the Offer and the Solicitation. The Depositary will also receive
reasonable and customary fees for their services and reimbursement for
their reasonable out-of-pocket expenses in connection therewith. Brokerage
houses and other custodians, nominees and fiduciaries will be reimbursed
for their reasonable out-of-pocket expenses incurred in forwarding copies
of this Statement and related documents to the beneficial owners of Notes.
All such fees and expenses will be paid by Purchaser.
15. MISCELLANEOUS.
Purchaser is not aware of any jurisdiction in which the making of
the Offer and the Solicitation is not in compliance with applicable law. If
Purchaser becomes aware of any jurisdiction in which the making of the
Offer and the Solicitation would not be in compliance with applicable law,
Purchaser will make a good faith effort to comply with any such law. If,
after such good faith effort, Purchaser cannot comply with any such law,
the Offer and the Solicitation will not be made to (nor will tenders of
Notes and Consents be accepted from or on behalf of) the Holders residing
in such jurisdiction.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATION ON BEHALF OF PURCHASER NOT CONTAINED IN THIS STATEMENT OR IN
THE CONSENT AND LETTER OF TRANSMITTAL AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED.
Facsimile copies of the Consent and Letter of Transmittal will not
be accepted. The Consent and Letter of Transmittal, Notes and any other
required documents should be sent or delivered by each Holder or its
broker, dealer, commercial bank or other nominee to the Depositary at one
of its addresses set forth below.
THE DEPOSITARY FOR THE OFFER AND THE SOLICITATION IS:
STATE STREET BANK AND TRUST COMPANY
<TABLE>
<CAPTION>
By Mail By Overnight Courier
<S> <C> <C>
State Street Bank and Trust Company State Street Bank and Trust Company
Corporate Trust Department Corporate Trust Department
P.O. Box 778 Two International Place
Boston, Massachusetts 02102 Boston, Massachusetts 02110
Attention: Sandra Szczsponik Attention: Sandra Szczsponik
By Hand in New York (as Drop Agent) By Hand in Boston
State Street Bank and Trust Company, N.A. State Street Bank and Trust Company, N.A.
61 Broadway Two International Place
Concourse Level, Corporate Trust Window Fourth Floor, Corporate Trust
New York, New York 10006 Boston, Massachusetts 02110
By Facsimile Transmission: Confirm by Telephone:
(For Eligible Institutions Only)
(617) 664-5290 (617) 664-5314
</TABLE>
Any questions or requests for assistance or additional copies of
this Statement, the Consent and Letter of Transmittal or the Notice of
Guaranteed Delivery may be directed to the Dealer Manager at the telephone
numbers and location listed below. You may also contact your broker,
dealer, commercial bank or trust company or nominee for assistance
concerning the Offer and the Solicitation.
THE DEALER MANAGER FOR THE OFFER AND THE FINANCIAL ADVISOR FOR THE
SOLICITATION IS:
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
600 California Street
San Francisco, California 94108
Attention: Arun Arora
Call (415) 249-2125 (collect)
or
1-800-227-4492 (toll-free)
FOR IMMEDIATE RELEASE CONTACT:
DAVID K. SENTMAN
SENIOR VICE PRESIDENT AND CHIEF
FINANCIAL OFFICER
AMERICAN TELECASTING, INC.
TEL: (719) 260-5533
AMERICAN TELECASTING, INC. COMMENCES 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, April 9, 1998 - American Telecasting,
Inc. (Nasdaq: ATEL) today announced that it is commencing a 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 $255 per $1,000 principal amount at maturity of the 2004 Notes purchased
and $225 per $1,000 principal amount at maturity of the 2005 Notes
purchased. The maximum aggregate amount of cash available for the purchase
of Notes pursuant to the offer is $17.5 million. If necessary, all tenders
will be prorated as described in the related Offer to Purchase and Consent
Solicitation Statement that will be sent to holders of the Notes.
As of March 31, 1998, the 2004 Notes had an aggregate principal
amount at maturity of approximately $196.9 million and an accreted value of
approximately $162.7 million and the 2005 Notes had an aggregate principal
amount at maturity of approximately $201.7 million and an accreted value of
approximately $140.2 million. Both the 2004 Notes and the 2005 Notes
accrete at the rate of 14.5% per annum.
In conjunction with the offer, the Company is soliciting consents for
certain proposed waivers under the indentures pursuant to which the Notes
were issued that require that proceeds from asset sales that are not used
to acquire new assets or to retire indebtedness within 270 days be used to
make a pro rata offer to purchase outstanding 2004 Notes and 2005 Notes at
a purchase price equal to 100% of the accreted value thereof to any
purchase date prior to maturity. As of this date, the Company has received
approximately $22.2 million in such net proceeds which have not yet been
used to acquire or make binding commitments to acquire new assets or retire
indebtedness. The 270 day period ends on May 9, 1998 as to approximately
$17.8 million of such proceeds.
The Company believes that, taking into account the Company's current
business situation and its financial condition and resources, it is
appropriate to purchase Notes upon the terms and conditions contemplated by
the offer, although there can be no assurance that even if the offer is
completed the Company will have the financial resources necessary to make
interest and principal payments on the remaining Notes as they become due.
If the Company receives the required consents, it intends to use up to
approximately $18.0 million of such net proceeds to pay the offer
consideration and transaction expenses related to the offer and the
solicitation and to use the remaining amount as and when needed for general
corporate purposes, which may or may not include the acquisition of, or the
making of binding commitments to acquire, new assets.
The Company does not believe that it would be in the best interests
of the Company or its various constituencies to repurchase Notes at their
accreted value. Accordingly, if the Company does not obtain the required
consents, it will continue its efforts to use a sufficient amount of the
net proceeds identified above to acquire or make binding commitments to
acquire additional assets such that it will not be required to make an
offer to purchase Notes at accreted value. In this regard, the Company has
identified commitments in excess of $30.0 million that it could make to
acquire assets used in its current analog video and high-speed Internet
services, assets to construct transmission facilities pursuant to existing
obligations to the FCC and license lessors, minority interests in entities
controlled but not wholly owned by the Company, various purchases of
wireless cable channels presently leased by the Company, various lease or
purchases of wireless cable channels not presently controlled by the
Company, and other wireless cable entities.
The Company's obligation to accept for purchase, and to pay for,
Notes tendered pursuant to the offer is not conditioned upon any minimum
tender of either the 2004 Notes or the 2005 Notes or obtaining any
financing but is subject to satisfaction of the receipt of the consents
described above from the holders of a majority in principal amount at
maturity of both the 2004 Notes and the 2005 Notes on or prior to 5:00 PM,
New York City time, on April 23, 1998, unless extended, and to certain
other conditions. the Company, in its sole discretion, may waive any of the
conditions of the Offer, in whole or in part, at any time and from time to
time.
The offer and solicitation will expire at 12:00 midnight, New York
City time, on May 7, 1998, unless extended. If the consent condition is not
satisfied on or prior to 5:00 PM, New York City time, on April 23, 1998,
unless extended, the Company currently intends to terminate the offer
without purchasing any Notes thereunder.
American Telecasting, Inc. is one of the largest operators of
wireless cable television systems in the United States serving
approximately 138,900 subscribers in 33 markets as of December 31, 1997
(excluding systems sold to BellSouth Corporation in August, 1997). 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.
