UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
AMERICAN TELECASTING, INC.
(Name of Issuer)
CLASS A COMMON STOCK
(Title of Class of Securities)
030151104
(CUSIP Number)
*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
__________________________________________________________________________
1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Donald R. DePriest
__________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
__________________________________________________________________________
3 SEC USE ONLY
__________________________________________________________________________
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
_________________________________________________________________________
5 SOLE VOTING POWER
NUMBER OF 4,869,942
SHARES _____________________________________
6 SHARED VOTING POWER
BENEFICIALLY
24,193
OWNED BY _____________________________________
7 SOLE DISPOSITIVE POWER
EACH
4,869,942
REPORTING _____________________________________
8 SHARED DISPOSITIVE POWER
PERSON WITH
24,193
__________________________________________________________________________
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,894,134
__________________________________________________________________________
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* / /
N/A
__________________________________________________________________________
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
18.9%
__________________________________________________________________________
12 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 030151104
__________________________________________________________________________
1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Medcom Development Corporation
__________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
__________________________________________________________________________
3 SEC USE ONLY
__________________________________________________________________________
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
__________________________________________________________________________
5 SOLE VOTING POWER
NUMBER OF
None
SHARES ______________________________________
6 SHARED VOTING POWER
BENEFICIALLY
None
OWNED BY ______________________________________
7 SOLE DISPOSITIVE POWER
EACH
None
REPORTING ______________________________________
8 SHARED DISPOSITIVE POWER
PERSON WITH
None
__________________________________________________________________________
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None
__________________________________________________________________________
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* / /
N/A
__________________________________________________________________________
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
__________________________________________________________________________
12 TYPE OF REPORTING PERSON*
CO
- -------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
CUSIP No. 030151104
__________________________________________________________________________
1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MCT Investtors, L.P.
__________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
__________________________________________________________________________
3 SEC USE ONLY
__________________________________________________________________________
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
__________________________________________________________________________
5 SOLE VOTING POWER
NUMBER OF
None
SHARES ______________________________________
6 SHARED VOTING POWER
BENEFICIALLY
None
OWNED BY ______________________________________
7 SOLE DISPOSITIVE POWER
EACH
None
REPORTING ______________________________________
PERSON WITH
None
__________________________________________________________________________
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None
__________________________________________________________________________
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* / /
N/A
__________________________________________________________________________
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
__________________________________________________________________________
12 TYPE OF REPORTING PERSON*
PN
- -------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1(a) Name of Issuer:
American Telecasting, Inc. ("ATI")
Item 1(b) Address of Issuer's Principal Executive Offices:
5575 Tech Center Drive, Suite 300
Colorado Springs, CO 80919
Items 2(a)-(c) Name, 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, 1998:
As of December 31, 1998, the amount of ATI Class A Common
Stock owned by the Reporting Persons was as follows:
DePriest - 2,645,236
MedCom - 41,058
MCT - 2,183,648
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 4,869,942 shares of ATI Common Stock as of December
31, 1998 (consisting of 2,645,236 shares owned directly by DePriest,
41,058 shares held of record by MedCom and 2,183,648 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 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
18.9%
(c) Number of shares as to which the Reporting Persons have:
(i) Sole power to direct the vote:
DePriest - 4,869,942
MedCom - None
MCT - None
(ii) Shared power to vote or direct the vote:
DePriest - 24,193(1)
(iii)Sole power to dispose or direct the disposition of:
DePriest - 4,869,942
MedCom - None
MCT - None
(iv) Shared power to dispose or direct the disposition of:
DePriest - 24,193(2)
_______________
(1) Includes all shares owned of record by MCT and CD Partners. See Item 4(a)
above.
(2) Represents 24,193 shares held of record by CD Partners, a general
partnership of which DePriest is a partner.
DePriest is the Chairman of the Board of Directors,
President and sold stockholder of MedCom, which is
the sole general partner of MCT. Thus, voting and
investment power 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
Exchanged 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:
Not Applicable
Item 8. Identification and Classification of Member 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, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: February 8, 1999
/s/ Donald R. DePriest
------------------------
Donald R. DePriest
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: February 8, 1999
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, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: February 8, 1999
MedCom Development Corporation,
/s/ Donald R. DePriest
-------------------------------
Donald R. DePriest, President
EXHIBIT 1
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 8, 1999
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
----------------------------
