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): May 19, 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 May 19, 1999, the Board of Directors of American Telecasting, Inc. (the
"Company") set May 24, 1999 as the record date for the special meeting of
the Company stockholders to vote on the acquisition of the Company by
Sprint Corporation. The special meeting will be held on June 25, 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.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(c) Exhibits
Exhibit No. Exhibit
99.1 Press Release dated May 19, 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: May 20, 1999 Name: David K. Sentman
Title: Senior Vice President and Chief
Financial Officer
EXHIBIT INDEX
Exhibit No. Exhibit
99.1 Press Release dated May 19, 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. SETS RECORD DATE FOR STOCKHOLDERS
MEETING TO VOTE ON ACQUISITION BY SPRINT CORPORATION
Colorado Springs, Colorado, May 19, 1999. American Telecasting, Inc.
("ATI") (OTC Bulletin Board: ATEL) announced today that the ATI board of
directors has set May 24, 1999 as the record date for the special meeting
of ATI stockholders to vote on the acquisition of ATI by Sprint
Corporation. The special meeting will be held on June 25, 1999.
The signing of the proposed agreement and plan of merger, pursuant to
which Sprint Corporation would acquire ATI, was announced on April 27,
1999.
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. ATI 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
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.
