AMERICAN TELECASTING INC/DE/
8-K, 1999-06-02
CABLE & OTHER PAY TELEVISION SERVICES
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                      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

         Date of Report (Date of Earliest Event Reported): June 1, 1999


                            AMERICAN TELECASTING, INC
             (Exact Name of Registrant as Specified in its Charter)


                                    DELAWARE
                 (State or Other Jurisdiction of Incorporation)


        0-23008                                          54-1486988
 (Commission File Number)                 (I.R.S. Employer Identification No.)

  5575 Tech Center Drive, Suite 300                        80919
  Colorado Springs, Colorado
  (Address of Principal Executive offices)              (Zip Code)


                              (719) 260-5533
            (Registrant's Telephone Number, Including Area Code


 Item 5.  Other Events.

 On June 1, 1999, American Telecasting, Inc. (the "Company") received
 notification that the Federal Trade Commission had granted early
 termination of the required waiting period under the Hart-Scott-Rodino
 Antitrust Improvements Act applicable to its pending acquisition by Sprint
 Corporation.

 As previously announced, on April 26, 1999, the Company, Sprint
 Corporation, a Kansas corporation ("Sprint"), and DD Acquisition, Corp., a
 Delaware corporation and a wholly owned subsidiary of  Sprint
 ("Acquisition"), entered into an Agreement and Plan of Merger, pursuant to
 which Acquisition would be merged with and into the Company, with the
 Company being the surviving corporation of such merger.


 Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.


 (c)      Exhibits


 Exhibit No.    Exhibit



 99.1          Press Release dated June 1, 1999




                                   SIGNATURES

 Pursuant to the requirements of the Securities Exchange Act of 1934, the
 registrant has duly caused this report to be signed on its behalf by the
 undersigned thereunto duly authorized.


                                    AMERICAN TELECASTING, INC.



                                    By:  /s/  David K. Sentman
                                       -------------------------------------



 Date:  June 2, 1999                Name: David K. Sentman

                                    Title: Senior Vice President and Chief
                                    Financial Officer




                                  EXHIBIT INDEX


 Exhibit No.    Exhibit



 99.1           Press Release dated June 1, 1999





                                  Exhibit 99.1

 AMERICAN TELECASTING, INC.



 FOR IMMEDIATE RELEASE         Contact:
                               David K. Sentman
                               Senior Vice President and
                               Chief Financial Officer
                               American Telecasting, Inc.
                               Tel. (719) 260-5533


 EARLY TERMINATION OF HART-SCOTT-RODINO
 WAITING PERIOD GRANTED FOR AMERICAN TELECASTING/
 SPRINT TRANSACTION


      Colorado Springs, Colorado, June 1, 1999.  American Telecasting, Inc.
 ("ATI") (OTC Bulletin Board:  ATEL) announced today that it has received
 notification that the Federal Trade Commission has granted early
 termination of the required waiting period under the Hart-Scott-Rodino
 Antitrust Improvements Act applicable to its pending acquisition by Sprint
 Corporation.  Early termination or expiration of such waiting period was
 one of the conditions to the pending acquisition.


                                  * * * * *


      American Telecasting, Inc. is one of the largest operators of wireless
 cable television systems in the United States, serving approximately
 102,400 video subscribers in 32 markets as of March 31, 1999.  ATI also
 provides commercial high-speed Internet access in three markets and is a
 leader in testing MDS wireless broadband access services.  ATI's wireless
 services use microwave frequencies licensed by the Federal Communications
 Commission.



 5575 Tech Center Drive, Suite 300 bullet Colorado Springs, CO 80919 BULLET
 Telephone (719) 260 -5533 bullet Fax (719) 260 - 5010




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