SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM 8-K/A
(Amendment No. 3)
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. 3 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, and Amendment No. 2 to Form 8-K Current Report filed on April 29,
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 approximately $95.3
million aggregate principal amount at maturity of its outstanding 2004
Notes and approximately $137.3 million aggregate principal amount at
maturity of its outstanding 2005 Notes had been tendered pursuant to the
Offer. The Offer expired at 12:00 midnight, New York City time, on
Thursday, May 7, 1998.
The maximum aggregate amount of cash available for the purchase
of Notes pursuant to the Offer is $17.5 million. Because the Offer
consideration required to purchase all Notes tendered pursuant to the Offer
exceeds $17.5 million, all tenders will be prorated to the extent necessary
to limit the aggregate Offer consideration to $17.5 million as described in
the Statement that was previously sent to holders of the Notes. It is
anticipated that 31.7% of Notes tendered pursuant to the Offer will be
purchased by the Company. The Company will make payment for Notes
purchased pursuant to the Offer within two business days after the
completion of such proration procedures. 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, 8, 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 8, 1998
EXHIBIT INDEX
Exhibit No.
99(a) Press Release, dated May 8, 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. CLOSES 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, May 8, 1998 American Telecasting,
Inc. (Nasdaq: ATEL) today announced that approximately $95.3 million
aggregate principal amount at maturity of its outstanding Senior Discount
Notes due 2004 and approximately $137.3 million aggregate principal amount
at maturity of its outstanding Senior Discount Notes due 2005 had been
tendered pursuant to its tender offer for 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 offer expired at 12:00 midnight, New York City time, on Thursday, May
7, 1998.
The maximum aggregate amount of cash available for the purchase of
Notes pursuant to the offer is $17.5 million. Because the offer
consideration required to purchase all Notes tendered pursuant to the offer
exceeds $17.5 million, all tenders will be prorated to the extent necessary
to limit the aggregate offer consideration to $17.5 million as described in
the related Offer to Purchase and Consent Solicitation Statement that was
previously sent to holders of the Notes. It is anticipated that 31.7% of
Notes tendered pursuant to the offer will be purchased by the Company. The
Company will make payment for Notes purchased pursuant to the offer within
two business days after the completion of such proration procedures. 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).
On April 28, 1998, the Company announced that it had received
consents from the holders of a majority of its outstanding 2004 Notes and
2005 Notes in connection with its solicitation of consents, made in
conjunction with the offer, to amend and waive certain provisions of the
indentures pursuant to which the Notes were issued.
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.
