HEARTLAND WIRELESS COMMUNICATIONS INC
8-K, 1997-02-21
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


                        January 22, 1997
- -----------------------------------------------------------------
        Date of Report (Date of earliest event reported)



             HEARTLAND WIRELESS COMMUNICATIONS, INC.
- -----------------------------------------------------------------
     (Exact Name of Registrant as Specified in its Charter)




          Delaware              0-23694        73-1435149    
- ----------------------------- -----------    ---------------
(State or Other Jurisdiction  (Commission    (IRS Employer
     of Incorporation)        File Number)   Identification No.)


200 Chisholm Place, Suite 200
       Plano, Texas                                  75075
- ----------------------------------------           ---------
(Address of Principal Executive Offices)           (Zip Code)


                         (972) 423-9494
- -----------------------------------------------------------------
      (Registrant's Telephone Number, Including Area Code)



                               N/A
- -----------------------------------------------------------------
  (Former Name or Former Address, if Changed Since Last Report)


=================================================================

<PAGE>

ITEM 5.   OTHER EVENTS.

     As permitted by General Instruction F to Form 8-K promulgated
under the Securities Exchange Act of 1934, as amended, Heartland
Wireless Communications, Inc., a Delaware corporation (the
"Registrant"), is filing as an exhibit to this Current Report on
Form 8-K, that press release issued by and on behalf of the
Registrant on January 22, 1997, which such press release is
specifically incorporated herein by reference.

     Additionally, effective January 6, 1997, Wes W. Watkins
resigned as director of the Registrant to assume his position as a
member of the U.S. House of Representatives. Mr. Watkins became a
director of the Registrant in January 1994.


ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
          EXHIBITS.

     (a)  Exhibits.

          Exhibit No.              Document Description
          -----------              --------------------

           99.1                    Press release issued by the
                                   Registrant on January 22, 1997.

<PAGE>

                            SIGNATURE



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


                              HEARTLAND WIRELESS
                              COMMUNICATIONS, INC.



Date:  February 20, 1997      By:  /s/ J. Curtis Henderson
                                   ------------------------------
                                   J. Curtis Henderson
                                   Vice President, General Counsel
                                   and Secretary

<PAGE>

                          EXHIBIT INDEX


EXHIBIT NO.              DOCUMENT DESCRIPTION
- -----------              --------------------

   99.1                  Press release issued by the Registrant on
                         January 22, 1997.





                          Exhibit 99.1
                               TO
                          FORM 8-K FOR
             HEARTLAND WIRELESS COMMUNICATIONS, INC.

                     Event January 22, 1997


FOR IMMEDIATE RELEASE

For further information contact:

Heartland Wireless Communications, Inc.
John R. Bailey
Senior Vice President and Chief Financial Officer
(972) 633-4037

Russell J. Iorio
Director of Investor Communications
(972) 633-4042

           WEBB RESIGNS AS CEO OF HEARTLAND WIRELESS;
              COMPANY BEGINS SEARCH FOR REPLACEMENT
              WITH STRONG OPERATIONAL CAPABILITIES
              ------------------------------------


Dallas, Texas - January 22, 1997 - Heartland Wireless
Communications, Inc. (Nasdaq NMS -- HART), the leading U.S.
wireless cable television company, announced today that David E.
Webb, President and Chief Executive Officer, has resigned and will
become President and CEO of CS Wireless Systems, Inc., of which
Heartland owns a 37% pro forma equity interest. Webb will continue
as a consultant to Heartland in order to complete several key
strategic assignments and will remain a director of the Company.

The Heartland Board of Directors has formed a Special Committee to
conduct a nationwide search for a new President and CEO with strong
operational capabilities to lead the Company in the next stage of
its development. John A. Sprague, an outside director, will chair
the Special Committee which has retained Spencer Stuart (Dallas) to
assist with the search. L. Allen Wheeler, currently Vice Chairman,
will serve as interim President and CEO during the search, which is
expected to be completed in the second quarter.

"We regret David Webb's departure as President and CEO of Heartland
and appreciate the work he has done in helping to consolidate the
Company's operating markets over the past three years," said
Sprague. "We are pleased that he will provide a transition in the
areas of licensing and acquisitions/ divestitures, and that he will
continue to provide Heartland with his knowledge and insight as a
director."
<PAGE>

"In the next phase of its development, Heartland will need to focus
on increasing profitability and cash flow, streamlining billing and
collections, and managing expenses while continuing to build out
systems in our attractive rural markets," Sprague continued. "The
systems-related problems experienced during the past year, which
are largely due to the rapid growth of Heartland's subscriber base,
dictate the need for a strong operations-oriented CEO at this
time."

"I look forward to providing continuity in the areas to which I
have devoted most of my time at Heartland, and to serving as CEO of
CS Wireless, a company in which Heartland has a significant
interest," Webb said. Webb remains a Director of Wireless One, Inc.
(of which Heartland owns a 21% equity interest) and CS Wireless
Systems, Inc., and will continue to serve on Heartland's Board of
Directors.

                      ********************

Heartland Wireless Communications, Inc. is America's largest
wireless cable television company. Pro-forma for previously
disclosed acquisitions and divestitures, Heartland currently holds
wireless cable channel rights in 95 small to mid-size markets
located in the central United States, representing approximately
10.3 million households, approximately 9.2 million of which can be
served by line-of-sight transmissions. Furthermore, Heartland
estimates that within these markets approximately 3.7 million
households are currently unpassed by traditional hard-wire cable
systems. At December 31, 1996, Heartland had 56 markets with
systems in operation, providing wireless cable service to an
aggregate of approximately 240,700 subscribers.

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