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): April 30, 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 April 29, 1999, the Board of Directors of American Telecasting, Inc.
(the "Company") authorized and declared a distribution of one right
("Right") for each share of Class A Common Stock outstanding as of the
close of business on May 10, 1999.
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 (the "Merger
Agreement"), pursuant to which Acquisition would be merged with and into
the Company, with the Company being the surviving corporation of such
merger (the "Merger"). The Company has adopted the Stockholder Rights Plan
pursuant to the terms and conditions of the Merger Agreement.
Each Right will entitle the holder to purchase from the Company one
one-hundredth of a share of Series A Junior Participating Preferred Stock
of the Company at an exercise price of $27, subject to certain adjustments.
The Rights will expire on the earlier of April 30, 2009 and the completion
ofthe Merger. The description and terms of the Rights will be set forth in
a Rights Agreement, as the same may be amended from time to time (the
"Rights Agreement"), between the Company and First Union National Bank, as
rights agent.
The Rights will not be exercisable unless a person or group acquires, or
announces the intent to acquire, beneficial ownership of 15% or more of the
Company's Class A Common Stock. The Rights will be redeemable for $.001 per
Right at the option of the Board of Directors at any time prior to the
close of business on the tenth business day after the announcement that a
person or group has acquired, or intends to acquire, beneficial ownership
of 15% or more of the Company's Class A Common Stock. Prior to the date
upon which the rights would become exercisable under the Plan, the
Company's outstanding stock certificates will represent both the shares of
the Company's Class A Common Stock and the Rights, and the Rights will
trade only with the shares of Class A Common Stock.
Generally, if the Rights become exercisable by virtue of a person or group
acquiring beneficial ownership of 15% or more of the Company's Class A
Common Stock, then each shareholder, other than the acquiror, is entitled
to purchase, for the exercise price, that number of shares of the Company's
Class A Common Stock that, at the time of the transaction, will have a
market value of two times the exercise price of the Rights. In addition,
if, after the Rights become exercisable, the Company is acquired in a
merger or other business combination, or 50% or more of its assets or
earning power are sold, each Right will entitle the holder to purchase, at
the exercise price of the Rights, that number of shares of common stock of
the acquiring company that, at the time of the transaction, will have a
market value of two times the exercise price of the Rights.
The Stockholder Rights Plan contains provisions which permit Sprint and DD
Acquisition to acquire beneficial ownership of 15% or more of the Company's
Class A Common Stock; provided, that such shares are acquired pursuant to
the Merger and the transactions contemplated by certain voting agreements
entered into between Sprint and certain stockholders of the Company.
A copy of the Rights Agreement will be filed shortly with the Securities
and Exchange Commission.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
Exhibit No. Exhibit
99.1 Press Release dated April 30, 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: April 30, 1999 Name: David K. Sentman
Title: Senior Vice President
and Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Exhibit
99.1 Press Release dated April 30, 1999
EXHIBIT 99.1
FOR IMMEDIATE RELEASE Contact:
David K. Sentman
Senior Vice President and
Chief Financial Officer
American Telecasting, Inc.
Tel. (719) 260-5533
AMERICAN TELECASTING, INC
ADOPTS STOCKHOLDER RIGHTS PLAN
Colorado Springs, Colorado, April 30, 1999. American Telecasting,
Inc. ("ATI") (OTC Bulletin Board: ATEL) announced today that its Board of
Directors has adopted a Stockholder Rights Plan.
As previously announced, on April 26, 1999, ATI, Sprint Corporation
and DD Acquisition, Corp., a wholly owned subsidiary of Sprint, entered
into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to
which Acquisition would be merged with and into ATI, with ATI being the
surviving corporation of such merger (the "Merger"). ATI has adopted the
Stockholder Rights Plan pursuant to the terms and conditions of the Merger
Agreement.
Under the Stockholder Rights Plan, preferred stock purchase
rights will be distributed as a dividend at the rate of one Right for each
share of Class A Common Stock outstanding as of the close of business on
May 10, 1999. Each Right entitles the holder to purchase from ATI one one-
hundredth of a share of Series A Junior Participating Preferred Stock of
ATI at an exercise price of $27. The Rights will expire on the earlier of
April 30, 2009 and the completion of the Merger.
The Rights will not be exercisable unless a person or group
acquires, or announces the intent to acquire, beneficial ownership of 15%
or more of ATI's Class A Common Stock. The Rights are redeemable for $.001
per Right at the option of the Board of Directors at any time prior to the
close of business on the tenth business day after the announcement that a
person or group has acquired, or intends to acquire, beneficial ownership
of 15% or more of ATI's Class A Common Stock. Prior to the date upon which
the rights would become exercisable under the Plan, ATI's outstanding stock
certificates will represent both the shares of Class A Common Stock and the
Rights, and the Rights will trade only with the shares of Class A Common
Stock.
Generally, if the Rights become exercisable by virtue of a person
or group acquiring beneficial ownership of 15% or more of ATI's Class A
Common Stock, then each stockholder, other than the acquiror, is entitled
to purchase, for the exercise price, that number of shares of Class A
Common Stock that, at the time of the transaction, will have a market value
of two times the exercise price of the Rights. In addition, if, after the
Rights become exercisable, ATI is acquired in a merger or other business
combination, or 50% or more of its assets or earning power are sold, each
Right will entitle the holder to purchase, at the exercise price of the
Rights, that number of shares of common stock of the acquiring company
that, at the time of the transaction, will have a market value of two times
the exercise price of the Rights.
The Stockholder Rights Plan contains provisions which permit
Sprint and DD Acquisition to acquire beneficial ownership of 15% or more of
ATI's Class A Common Stock; provided, that such shares are acquired
pursuant to the Merger and the transactions contemplated by certain voting
agreements entered into between Sprint and certain stockholders of ATI.
The Rights are designed to provide the Board of Directors
sufficient time to evaluate proposed change-in-control transactions by
encouraging potential acquirors to negotiate with the Board of Directors
before attempting a tender offer for ATI. The Rights are not intended to
prevent transactions on terms that are fair to ATI's stockholders nor to
deter any potential acquiror who is willing to complete a transaction on
such terms.
All statements contained herein that are not historical fact are
based on current expectations. These statements are forward-looking and
involve a number of risks and uncertainties. Actual results may differ
materially. All such statements should be considered with regard to the
risk factors described in ATI's reports filed with the Securities and
Exchange Commission. The company cautions readers not to place undue
reliance on any such forward-looking statement, which statements speak only
as of the date made.
* * * * *
American Telecasting, Inc. is one of the largest operators of
wireless cable television systems in the United States, serving
approximately 107,500 video subscribers in 32 markets as of December 31,
1998. ATI also provides commercial high-speed Internet access in three
markets and is a leader in testing MDS wireless broadband access services.
The company's wireless services use microwave frequencies licensed by the
Federal Communications Commission.
