AMERICAN TELECASTING INC/DE/
8-K/A, 1998-05-15
CABLE & OTHER PAY TELEVISION SERVICES
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                     SECURITIES AND EXCHANGE COMMISSION 
  
                           WASHINGTON, D.C. 20549 
  
                            ____________________ 
  
                                 FORM 8-K/A 
                             (Amendment No. 4) 
  
                               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) 
  
                     Exhibit Index is located on Page 5



                                INTRODUCTION 
  
           This Amendment No. 4 to Form 8-K Current Report is being filed on
 behalf of American Telecasting, Inc. (the "Company") to amend the Form 8-K
 Current Report filed originally by the Company on April 9, 1998, and
 amended by Amendment No. 1 to Form  8-K Current Report filed on April 23,
 1998, Amendment No. 2 to Form 8-K Current Report filed on April 29, 1998,
 and Amendment No. 3 to Form 8-K Current Report filed on May 8, 1998, which
 relates to the Offer to Purchase and Consent Solicitation Statement dated
 April 9, 1998 (the "Statement"), as amended and supplemented by the
 Supplement thereto, dated April 22, 1998 (the "Supplement"), and the
 accompanying Consent and Letter of Transmittal (the "Consent and Letter of
 Transmittal") and, together with the Statement, the "Offer") with respect
 to the offer by the Company to purchase for cash a portion of its Senior
 Discount Notes due 2004 (the "2004 Notes") and a portion of its Senior
 Discount Notes due 2005 (the "2005 Notes" and, together with the 2004
 Notes, the "Notes") from Holders (as defined in the related Indentures)
 thereof, at a cash price in the case of  the 2004 Notes equal to $255 per
 $1,000 principal amount at maturity of the Notes purchased and in the case
 of the 2005 Notes equal to $225 per $1,000 principal amount at maturity of
 the Notes purchased. 
  
 Item 5.   Other Events. 
            
           Item 5 is hereby amended and supplemented by the following: 
  
           On May  8, 1998, the Company announced that after applying
 proration procedures necessary to limit aggregate Offer consideration to
 $17.5 million, it had purchased approximately $30.2 million aggregate
 principal amount at maturity of 2004 Notes and approximately $43.5 million
 aggregate principal amount at maturity of 2005 Notes. A total of
 approximately $95.3 million aggregate principal amount at maturity of 2004
 Notes and approximately $137.3 million aggregate principal amount at
 maturity of 2005 Notes had been tendered.  The Offer expired at 12:00
 midnight, New York City time, on Thursday, May 7, 1998.    
  
           All tendered Notes not purchased pursuant to the Offer because of
 proration will be returned, without expense, to the tendering holder
 promptly (or, in the case of Notes tendered by book-entry transfer into the
 depositary's account at a book-entry transfer facility, such Notes will be
 credited to the account maintained at such book-entry transfer facility
 from which such Notes were delivered). 
            
           After giving effect to the Offer, approximately $166.7 million
 aggregate principal amount at maturity of 2004 Notes and approximately
 $158.2 million aggregate principal amount at maturity of 2005 Notes remain
 outstanding.  
  
           Statement under the Private Securities Litigation Reform Act of
 1995:  The statements contained in this release regarding the Company's
 plans for future development and operation of its business are forward-
 looking statements that involve risks and uncertainties.  While management
 believes that the assumptions underlying these statements are reasonable,
 actual results could differ materially. Among the factors that could cause
 actual results to differ materially are: a lack of sufficient capital to
 finance the Company's business plan on terms satisfactory to the Company;
 the Company's inability to develop and implement new services, such as
 high-speed Internet access and telephony; the Company's inability to obtain
 the necessary FCC authorizations for such new services; competitive
 factors, such as the introduction of new technologies and competitors into
 the subscription television, high-speed Internet access and telephony
 businesses; a failure by the Company to enter into strategic partner
 relationships; and the other factors listed on page one of the  Company's
 Annual Report on Form 10-K.  The Company wishes to caution readers not to
 place undue reliance on any such forward-looking statements, which
 statements are made pursuant to the Private Securities Litigation reform
 Act of 1995, and, as such, speak only as of the date made. 
  
           Item 7.   Financial Statements, Pro Forma Financial Information
 and Exhibits. 
  
      (c)  Exhibits 
  
           99(a)     Press Release, dated May, 13, 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:  May 14, 1998




                               EXHIBIT INDEX 
  
  
 Exhibit No. 
    
   99(a)     Press Release, dated May 13, 1998, by American
             Telecasting, Inc. 



FOR IMMEDIATE RELEASE                     CONTACT:
                                          DAVID K. SENTMAN
                                          SENIOR VICE PRESIDENT AND CHIEF
                                            FINANCIAL OFFICER
                                          AMERICAN TELECASTING, INC.
                                          TEL:  (719) 260-5533

                   AMERICAN TELECASTING, INC. PURCHASES A
               PORTION OF ITS SENIOR DISCOUNT NOTES DUE 2004
               AND A PORTION OF ITS SENIOR DISCOUNT NOTES DUE
           2005 PURSUANT TO ITS PREVIOUSLY ANNOUNCED TENDER OFFER

         COLORADO SPRINGS, COLORADO, May 13, 1998 - American Telecasting,
Inc. (Nasdaq: ATEL) today announced that, pursuant to its tender offer for
a portion of its outstanding Senior Discount Notes due 2004 and a portion
of its outstanding Senior Discount Notes due 2005 at a cash price of $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,
after applying proration procedures necessary to limit aggregate offer
consideration to $17.5 million, it had purchased approximately $30.2
million aggregate principal amount at maturity of 2004 Notes and
approximately $43.5 million aggregate principal amount at maturity of 2005
Notes. A total of approximately $95.3 million aggregate principal amount at
maturity of 2004 Notes and approximately $137.3 million aggregate principal
amount at maturity of 2005 Notes had been tendered. The offer expired at
12:00 midnight, New York City time, on Thursday, May 7, 1998.

         All tendered Notes not purchased pursuant to the offer because of
proration will be returned, without expense, to the tendering holder
promptly (or, in the case of Notes tendered by book-entry transfer into the
depositary's account at a book-entry transfer facility, such Notes will be
credited to the account maintained at such book-entry transfer facility
from which such Notes were delivered).

         After giving effect to the offer, approximately $166.7 million
aggregate principal amount at maturity of 2004 Notes and approximately
$158.2 million aggregate principal amount at maturity of 2005 Notes remain
outstanding.

         American Telecasting, Inc. is one of the largest operators of
wireless cable television systems in the United States serving
approximately 133,700 subscribers in 33 markets as of March 31, 1998
(including approximately 9,000 subscribers in an operating system to be
sold to BellSouth Corporation). Wireless cable television systems use
microwave frequencies licensed by the FCC to provide multiple channel
subscription television programming. Along with its commitment to deliver
high levels of customer service, American Telecasting, Inc. offers value
programming packages by pricing its products lower than its franchise cable
and direct broadcast satellite competitors, creating improved value for its
customers.

         Statement under the Private Securities Litigation Reform Act of
1995: The statements contained in this release regarding the Company's
plans for future development and operation of its business are
forward-looking statements that involve risks and uncertainties. While
management believes that the assumptions underlying these statements are
reasonable, actual results could differ materially. Among the factors that
could cause actual results to differ materially are: a lack of sufficient
capital to finance the Company's business plan on terms satisfactory to the
Company; the Company's inability to develop and implement new services,
such as high-speed Internet access and telephony; the Company's inability
to obtain the necessary FCC authorizations for such new services;
competitive factors, such as the introduction of new technologies and
competitors into the subscription television, high-speed Internet access
and telephony businesses; a failure by the Company to enter into strategic
partner relationships; and the other factors listed on page one of the
Company's Annual Report on Form 10-K. The Company wishes to caution readers
not to place undue reliance on any such forward-looking statements, which
statements are made pursuant to the Private Securities Litigation reform
Act of 1995, and, as such, speak only as of the date made.

         Holders of Notes may obtain information relating to the offer and
solicitation by contacting Donaldson, Lufkin & Jenrette Securities
Corporation, the dealer manager for the offer and the financial advisor for
the solicitation, collect at (415) 249-2125 or toll free at (800) 227-4492
attention: Arun Arora.




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