UNITED STATES
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
AMERICAN TELECASTING, INC.
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(Name of Issuer)
CLASS A COMMON STOCK
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(Title of Class of Securities)
030151104
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(CUSIP Number)
Check the following box if a fee is being paid with this statement ----. (A
fee is not required only if the filing person (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such
class.) (See Rule 13d-7).
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
<PAGE>
SCHEDULE 13G
CUSIP No. 030151104
------------------------
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1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DONALD R. DePRIEST
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b)/X/
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
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5 SOLE VOTING POWER
NUMBER OF
SHARES 4,899,942
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6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 24,193
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7 SOLE DISPOSITIVE POWER
EACH
REPORTING 4,899,942
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8 SHARED DISPOSITIVE POWER
PERSON WITH
24,193
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,924,135
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* / /
N/A
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
19.1%
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12 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 030151104
------------------------
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1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MCT INVESTORS, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b)/X/
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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5 SOLE VOTING POWER
NUMBER OF
SHARES NONE
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6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY NONE
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7 SOLE DISPOSITIVE POWER
EACH
REPORTING NONE
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8 SHARED DISPOSITIVE POWER
PERSON WITH
NONE
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
NONE
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* / /
N/A
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
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12 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 030151104
------------------------
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1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MEDCOM DEVELOPMENT CORPORATION
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b)/X/
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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5 SOLE VOTING POWER
NUMBER OF
SHARES NONE
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6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY NONE
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7 SOLE DISPOSITIVE POWER
EACH
REPORTING NONE
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8 SHARED DISPOSITIVE POWER
PERSON WITH
NONE
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
NONE
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* / /
N/A
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
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12 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
ITEM 1(A). NAME OF COMPANY
American Telecasting, Inc. ("ATI")
ITEM 1(B) ADDRESS OF ISSUER'S PRINCIPAL BUSINESS OFFICE
5575 Tech Center Drive, Suite 300
Colorado Springs, Colorado 80919
ITEMS 2(A)-(C) NAMES, CITIZENSHIP AND ADDRESS OF PRINCIPAL BUSINESS OFFICE
OF REPORTING PERSONS
This Statement on Schedule 13G is being filed on behalf of
the following persons:
MCT Investors, L.P., a Delaware limited partnership, which
has its Principal Business Office at 625 Slaters Lane,
Suite G-100, Alexandria, Virginia 22314.
MedCom Development Corporation, a Delaware corporation,
which has its Principal Business Office at 625 Slaters
Lane, Suite G-100, Alexandria, Virginia 22314.
Donald R. DePriest, a United States citizen, who has his
Principal Business Office at 625 Slaters Lane, Suite G-100,
Alexandria, Virginia 22314.
ITEM 2(D). TITLE OF CLASS OF SECURITIES.
Class A Common Stock, par value $.01 per share.
ITEM 2(E). CUSIP NUMBER
030151104
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B) OR
13D-2(B), CHECK THE APPROPRIATE BOX:
Not applicable. This statement is being filed pursuant to
Rule 13d-1(c).
ITEM 4. OWNERSHIP.
(a) Amount beneficially owned by Reporting Persons
as of December 31, 1997:
As of December 31, 1997, the amount of ATI
Class A Common Stock owned by the Reporting Persons was as
follows:
DePriest - 2,645,236
MedCom - 41,058
MCT - 2,213,648
MedCom is the sole general partner of MCT, and DePriest is
Chairman of the Board, President and sole stockholder of
MedCom. DePriest has sole voting and investment power with
respect to the shares owned of record by MCT and MedCom.
Accordingly, DePriest may be deemed to be the beneficial
owner of 4,899,942 shares of ATI Common Stock as of
December 31, 1997 (consisting of 2,645,236 shares owned
directly by DePriest, 41,058 shares held of record by
MedCom and 2,213,648 shares held of record by MCT).
DePriest disclaims beneficial ownership of the shares of
ATI common stock held of record by MCT, except to the
extent of his pro rata interest in the profits and losses
of MCT.
In addition, DePriest may be deemed to be the beneficial
owner of 24,193 shares of ATI common stock owned of record
by CD Partners, a general partnership of which DePriest is
a partner. DePriest has shared voting and investment power
with respect to these shares. CD Partners is a limited
partner of MCT. DePriest disclaims beneficial ownership of
the shares of ATI common stock held of record by CD
Partners, except to the extent of his pro rata interest in
the profits and losses of CD Partners.
(b) Percent of Class
19.1% 1/[FN]
(c) Number of shares as to which the Reporting Persons
have:
(i) Sole power to direct the vote:
DePriest - 4,899,942
MedCom - None
MCT - None
(ii) Shared power to vote or direct the
vote:
DePriest - 24,193 2/[FN]
(iii) Sole power to dispose or direct
the disposition of:
DePriest - 4,899,942
MedCom - None
MCT - None
(iv) Shared power to dispose or direct
the disposition of:
DePriest - 24,193 2/[FN]
DePriest is the Chairman of the Board of Directors,
President and sole stockholder of MedCom, which is the sole
general partner of MCT. Thus, voting and investment power
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[FN] 1/ Includes all shares owned of record by MCT and CD Partners. See
Item 4(a) above.
[FN] 2/ Represents 24,193 shares held of record by CD Partners, a general
partnership of which DePriest is a partner.
over the ATI common stock owned of record by MCT and MedCom
is ultimately held by DePriest, but is exercised through
MedCom and MCT. MCT and MedCom disclaim beneficial
ownership with respect to these shares. The filing of this
statement shall not be construed as an admission that
DePriest is, for purposes of Section 13 of the Securities
Exchange Act of 1934, as amended (the "Act"), the
beneficial owner of any securities held of record by MCT,
except to the extent of DePriest's pro rata interest in the
profits and losses of MCT.
DePriest owns a 50% partnership interest in CD Partners and
shares voting and investment power over the ATI stock held
of record by CD Partners. The filing of this statement
shall not be construed as an admission that DePriest is,
for purposes of Section 13 of the Act, the beneficial owner
of any securities held of record by CD Partners, except to
the extent of DePriest's pro rata interest in the profits
and losses of CD Partners.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not Applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON.
Not Applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT
HOLDING COMPANY.
See Exhibit 1 attached hereto.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10. CERTIFICATION.
Not applicable.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief of
the undersigned, the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Dated: February 9, 1998
/s/ DONALD R. DEPRIEST
---------------------------
Donald R. DePriest
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief of
the undersigned, the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Dated: February 9, 1998
MCT INVESTORS, L.P.
By: MedCom Development Corporation,
General Partner
/s/ DONALD R. DEPRIEST
------------------------------
Donald R. DePriest
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief of
the undersigned, the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Dated: February 9, 1998
MedCom Development Corporation,
/s/ DONALD R. DEPRIEST
-----------------------------
Donald R. DePriest,
President
EXHIBIT 1
IDENTIFICATION OF SUBSIDIARY
ITEM 7. The "subsidiary" which acquired the security being reported
upon is MCT Investors, L.P., a Delaware limited partnership.
MedCom Development Corporation, a Delaware corporation, is the
sole general partner of MCT. Donald R. DePriest, a United
States Citizen, is the Chairman of the Board, President and
sole stockholder of MedCom. This statement is being filed
pursuant to Rule 13d-1(c).
<PAGE>
EXHIBIT 2
Joint Filing Agreement
----------------------
This will confirm the agreement by MCT Investors, L.P., MedCom
Development Corporation and Donald R. DePriest (collectively the "Reporting
Persons") in connection with that certain Schedule 13G Amendment to be filed
on or before February 14, 1998 with respect to the Class A common stock, par
value $.01 (the "Common Stock"), of American Telecasting, Inc. (the
"Company") pertaining to the beneficial ownership by the Reporting Persons of
shares of such Common Stock. The undersigned hereby agree as follows with
respect to such filing on Schedule 13G:
(i) No Reporting Person nor any affiliate of any Reporting
Person makes any representation with respect to, nor bears any responsibility
for, any of the information set forth with respect to any other "person" for
whom or which information is included in such Schedule 13G.
(ii) Subject to paragraph (i) above, the undersigned hereby
confirm the agreement by and among each of them that the Schedule 13G is
being filed on behalf of each of the parties named below.
Dated: February 9, 1998
MCT INVESTORS, L.P.
By: MedCom Development Corporation
its General Partner
By: /s/ DONALD R. DEPRIEST
-------------------------
Donald R. DePriest,
its President
MEDCOM DEVELOPMENT CORPORATION
By: /s/ DONALD R. DEPRIEST
--------------------------
Donald R. DePriest,
its President
DONALD R. DEPRIEST
/s/ DONALD R. DEPRIEST
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