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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
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SCHEDULE 13D
(Rule 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
WIRELESS ONE, INC.
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(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE
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(Title of Class of Securities)
97652H 10 9
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(CUSIP Number)
J. Curtis Henderson
Heartland Wireless Communications, Inc.
200 Chisholm Place, Suite 200
Plano, Texas 75075
(972) 633-9494
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(Name, address and telephone number of person
authorized to receive notices and communications)
February 25, 1999
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(Date of event which requires filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), (f) or (g), check the following box.
(Continued on following pages)
Page 1 of 14
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CUSIP No. 97652H 10 9 13D
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Heartland Wireless Communications, Inc. (73-1435149)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ X ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
[ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
NUMBER OF
SHARES 2,879,135
BENEFICIALLY -------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 3,459,508*
PERSON -------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
2,879,135
-------------------------------------------
10 SHARED DISPOSITIVE POWER
3,459,508*
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,459,508*
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
20.5%*
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14 TYPE OF REPORTING PERSON
CO
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* SEE ITEM 5.
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CUSIP No. 97652H 10 9 13D
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wireless Leasing, Inc. (73-1453888)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
[ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Oklahoma
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7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY --------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 580,373*
PERSON --------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
0
--------------------------------------------
10 SHARED DISPOSITIVE POWER
580,373*
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
580,373*
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
3.4%*
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14 TYPE OF REPORTING PERSON
CO
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ITEM 1. SECURITY AND ISSUER
Common Stock, $0.01 par value (the "Common Stock")
Wireless One, Inc. (the "Issuer")
1080 River Oaks
Suite A150
Jackson, MS 39208
ITEM 2. IDENTITY AND BACKGROUND
(a) Name of Person(s) Filing this Statement (the "Filing Parties"):
Heartland Wireless Communications, Inc. ("Heartland") Wireless
Leasing, Inc. ("WLI")
(b) Residence or Business Address:
The address of the principal business office of each of the Filing
Parties is:
200 Chisholm Place, Suite 200
Plano, TX 75075
(c) Present Principal Occupation:
Heartland is a wireless broadband communications services company,
providing multichannel video programming and high-speed Internet access services
in the 2.5 GHz range of the radio spectrum. WLI is a wholly-owned subsidiary of
Heartland which holds certain wireless licenses and/or channel rights for
Heartland.
(d) Convictions in Criminal Proceedings during the last 5 Years:
None of the Filing Parties and none of Heartland's or WLI's
executive officers or directors have been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) during the last five
years.
(e) Proceedings involving Federal or State Securities Laws:
None of the Filing Parties and none of Heartland's or WLI's
executive officers or directors have, during the last five years, been a party
to any civil proceeding as a result of which he or it was subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violations with respect to such laws.
(f) Citizenship:
Heartland is a corporation organized under the laws of the State of
Delaware. WLI is a corporation organized under the laws of the State of
Oklahoma.
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The alternative Plan of Reorganization for the Issuer to be
co-proposed by Heartland contemplates the issuance of shares of common stock,
and warrants to acquire common stock, of Heartland upon cancellation of all
outstanding shares of Issuer's Common Stock.
The information contained in Item 4 below and in Exhibits 99(a) and
99(b) is hereby incorporated by reference.
ITEM 4. PURPOSE OF TRANSACTION
On February 11, 1999, the Issuer filed a voluntary petition for
reorganization under Chapter 11 of the United States Bankruptcy Code in the
United States Bankruptcy Court for the District of Delaware (In re Wireless One,
Inc., Case No. 99-295). On the same day, the Issuer filed a Current Report on
Form 8-K describing the Issuer's Chapter 11 filing and attaching a Restructuring
Term Sheet, on which the Issuer reported an agreement had been reached with
certain holders of the Issuer's two series of unsecured senior notes ("Senior
Notes").
On February 25, 1999, Heartland transmitted a letter (the
"Heartland Letter") to the Chairman of the Board of Directors, the President and
Chief Executive Officer, and the Chairman of the Restructuring Committee of the
Board of Directors of the Issuer. In the letter, Heartland requested
consideration of an alternative Plan of Reorganization for the Issuer to be
co-proposed by Heartland, which alternative Plan of Reorganization would have
the purpose and effect of changing or influencing the control of the Issuer. The
principal terms of this proposal were outlined in a term sheet (the "Heartland
Term Sheet") and included, among other things, a merger of the Issuer with and
into Heartland and a material change in the composition of the Board of
Directors of the Issuer. Copies of the Heartland Letter and Heartland Term Sheet
are attached hereto as Exhibits 99(a) and 99(b), respectively.
ITEM 5. INTEREST IN SECURITIES OF ISSUER
(a) As of the close of business on February 25, 1999, Heartland may
be deemed to have beneficially owned in the aggregate 3,459,508 shares of the
Common Stock of the Issuer, 2,879,135 shares of which were owned by Heartland,
and 580,373 shares of which were owned by WLI, a wholly-owned subsidiary of
Heartland. The aggregate number of shares of the Common Stock covered by this
Schedule 13D represents approximately 20.5% of the 16,910,064 outstanding shares
of the Common Stock as of November 10, 1998, as reported by the Issuer in its
most recent Quarterly Report on Form 10-Q.
On February 14, 1997, Heartland and certain indirect and direct
wholly-owned subsidiaries thereof (the "Heartland Subsidiaries") filed an
Amendment No. 1 to Schedule 13G in which Heartland and the Heartland
Subsidiaries reported aggregate beneficial ownership of 3,259,508 shares of
Common Stock of the Issuer. On March 6, 1997, the Heartland Subsidiaries
acquired 200,000 additional shares of Common Stock pursuant to
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the terms of an Escrow Agreement among Heartland, the Issuer and certain other
parties dated as of October 24, 1995 (the "Escrow Agreement"). The Escrow
Agreement had been entered into pursuant to a Contribution and Merger Agreement
dated as of October 24, 1995 (the "Merger") among Heartland, the Issuer and
certain other parties, under which Heartland and certain of the Heartland
Subsidiaries contributed certain assets to the Issuer. Effective as of December
31, 1997, all of the Heartland Subsidiaries except WLI were merged with and into
Heartland or otherwise dissolved. Accordingly, the shares of Common Stock
previously owned by such Heartland Subsidiaries (other than WLI) were
transferred to Heartland by operation of law.
In connection with the Merger, certain stockholders of the Issuer
including Heartland entered into an Amended and Restated Stockholders Agreement
dated as of July 29, 1996, as amended as of September 17, 1996 (the
"Stockholders Agreement"). Pursuant to the Stockholders Agreement, the parties
agreed, among other things, as long as such parties' respective share ownership
of the Issuer's Common Stock was greater than one-half of such parties' initial
share ownership, to vote their Common Stock so that the Board of Directors of
the Issuer would have nine members, one of whom would be designated by a
majority of the shares of Common Stock held by former holders of common stock of
TruVision Wireless, Inc., three of whom would be designated by a majority of the
shares of Common stock held by Heartland, three of whom would be designated by a
majority of the shares of Common Stock held by certain other owners of the
Common Stock, and two of whom would be designated by certain entities affiliated
with Chase Manhattan Capital Corporation. Heartland has assumed all obligations
of the Heartland Subsidiaries (other than WLI) under the Stockholders Agreement.
(b) As of February 25, 1999, Heartland had sole power to vote and dispose of
2,879,135 shares of Common Stock, and Heartland shared with WLI the power
to vote and dispose of 580,373 shares of Common Stock.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE SECURITIES OF THE ISSUER
The information set forth in Items 4 and 5 above and the Exhibits filed
herewith are incorporated by reference herein.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
99(a) Letter to Wireless One, Inc. dated as of February 25, 1999
99(b) Proposed Term Sheet
99(c) Joint Filing Agreement
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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.
HEARTLAND WIRELESS
COMMUNICATIONS, INC.
March 5, 1999 By: /s/ J. Curtis Henderson
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Date Name: J. Curtis Henderson
Title: Senior Vice President
and General Counsel
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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.
WIRELESS LEASING, INC.
March 5, 1999 By: /s/ J. Curtis Henderson
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Date Name: J. Curtis Henderson
Title: Senior Vice President and
General Counsel
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Exhibit Index
<TABLE>
<CAPTION>
Name of Exhibit Page Number
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<S> <C>
99(a) Letter to Wireless One, Inc., dated as of February 25, 1999
99(b) Proposed Term Sheet
99(c) Joint Filing Agreement
</TABLE>
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EXHIBIT 99(a)
February 25, 1999
CONFIDENTIAL
Mr. Hans J. Sternberg VIA FACSIMILE 504-926-6292 AND
Chairman of the Board UPS OVERNIGHT DELIVERY
Wireless One, Inc.
c/o Starmont Life Insurance Co.
5551 Corporate Blvd.
Suite 2G
Baton Rouge, LA 70808-2566
Mr. Henry M. Burkhalter VIA FACSIMILE 601-932-2823 AND
President and CEO UPS OVERNIGHT DELIVERY
Wireless One, Inc.
1080 River Oaks, Suite A150
Jackson, MS 39208
Mr. Arnold L. Chavkin VIA FACSIMILE 212-622-3750 AND
Chairman, Restructuring Committee UPS OVERNIGHT DELIVERY
Wireless One, Inc.
c/o Chase Capital Partners
380 Madison Avenue
12th Floor
New York, NY 10017
Gentlemen:
Heartland Wireless Communications, Inc. ("Heartland") hereby requests your
consideration of an alternative Plan of Reorganization (the "New Plan") of
Wireless One, Inc. ("Wireless One"), the material terms and conditions of which
are set forth in the attached Term Sheet, in lieu of the plan of reorganization
contemplated by the term sheet attached to the report on Form 8-K filed by
Wireless One with the SEC on February 11, 1999 (the "Existing Plan").
The New Plan contemplates a combination of Heartland and Wireless One. Heartland
believes that a combined entity offers stakeholders of Wireless One a better
opportunity to maximize the value of their economic interests in Wireless One
compared to the Existing Plan, which appears to risk erosion of the value of the
estate through the sale of assets in an undervalued market. We also believe that
the combined entity would have the scale and larger multi-regional presence
necessary to access capital markets and/or strategic investment for funding the
combined entity's projected revenue stream without requiring the sale of
strategic assets at below market prices. Finally, we estimate that the reduced
overhead savings of the combined entity would be significant, resulting in
additional stakeholder value.
The proposed exchange ratio is based on a range of relative line of sight and
subscriber valuations of the two companies, adjusted for net cash of Heartland
(post-reorganization), net debt of
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Wireless One (post-reorganization), and short-term cash requirements of Wireless
One (pre and post-reorganization). The resulting proposed ownership by current
Wireless One stakeholders represents the high end of these valuations.
As you may know, confirmation of Heartland's Plan of Reorganization is currently
set for March 15, 1999. Barring unforeseen delays, we currently expect
Heartland's Plan to be effective by March 31, 1999.
Please let me know by the end of business on March 3, 1999 if Wireless One will
allow Heartland to co-propose the New Plan, and how quickly due diligence on the
proposed combination may commence.
Sincerely,
/s/ CD McHenry
Carroll D. McHenry
Chairman of the Board
<TABLE>
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cc (w/attach.): Mr. Barry W. Ridings Via Facsimile (212) 237-2232 and
BT Alex Brown UPS Overnight Delivery
1290 Ave. of the Americas, 10th Floor
New York, NY 10104
Mr. Kenneth A. Buckfire Via Facsimile (212) 969-7971 and
Wassserstein Perella & Co. UPS Overnight Delivery
31 West 52nd Street
New York, NY 10019-6913
</TABLE>
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EXHIBIT 99(b)
TERM SHEET
FEBRUARY 25, 1999
This Term Sheet is a nonbinding summary of a proposed transaction between
Heartland Wireless Communications, Inc. ("Heartland") and Wireless One, Inc.
("Wireless One"). Legal obligations between the parties shall only be those
obligations set forth in definitive written agreements approved and executed by
the parties and shall only arise when such agreements are executed, delivered
and approved. Nothing contained herein shall constitute an offer to purchase,
sell or exchange any securities.
<TABLE>
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Form of Transaction: The transaction will be structured as a merger of
Wireless One with and into reorganized Heartland,
implemented through the New Plan. The combined
entity is referred to as "Newco."
DIP Facility: Wireless One's existing DIP Facility will be
replaced with a senior secured credit facility to
be agreed upon between Newco and Merrill Lynch
Global Allocation Fund or an alternative lender.
BTA Notes: Wireless One's BTA Notes will be reinstated.
1995 Senior Notes and 1996
Senior Discount Notes: Wireless One's existing $150 million aggregate
principal amount of 1995 Senior Notes (plus any
accrued and unpaid interest through the effective
date of the New Plan) and $172.3 million (accreted
value at February 1, 1999) 1996 Senior Discount
Notes (plus any accreted value thereon through the
effective date of the New Plan) and all related
claims and causes of action, will be exchanged for
27% of the outstanding shares of common stock of
Newco.
Other Prepetition Unsecured
Indebtedness: To be determined, pending completion of due diligence.
Common Stock: Wireless One's existing common stock will be
canceled and the former holders thereof will be
entitled to receive 1.08% of the outstanding
shares of common stock of Newco, plus five-year
warrants to purchase 2.7% of the outstanding
shares of common stock of Newco, at an exercise
price that is consistent with the proposed
exercise price in the Existing Plan, adjusted to
reflect the business combination described herein.
If there is a change of control of Newco within
one year of the effective date of the New Plan,
the exercise price
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<TABLE>
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will be reduced consistent with the reduction in
the Existing Plan, adjusted to reflect the
business combination described herein. The
warrants will have customary anti-dilution
provisions.
Warrants and Options
for Common Stock: All outstanding warrants and options to acquire
Wireless One common stock will be canceled with no
distribution.
Management: Compensation and incentive plans for the benefit
of management and key employees of Wireless One
who remain with Newco will be established to
properly compensate and align the interests of
such persons with stakeholders of Newco.
Employment contracts with members of Wireless One
management who will not remain with Newco will be
rejected and allowed rejection claims which will
be treated as other general unsecured claims.
Board of Directors: The initial Board of Directors of Newco will
consist of the same members of the Board of
Directors of reorganized Heartland.
Releases and Indemnification: Same as in Existing Plan.
Registration Rights: Persons deemed to be affiliates of Newco will
receive registration rights with respect to their
Newco common stock on terms and conditions
customary and usual for transactions of this type.
Conditions Precedent: The transaction will be subject to and conditioned
upon, among other things: (a) confirmation of
Heartland's Plan of Reorganization; (b) approval
of the Bankruptcy Court(s) having jurisdiction
over Heartland and Wireless One; (c) completion of
due diligence satisfactory to Heartland; (d)
approval of the transaction by all required
parties, including the Board of Directors of
reorganized Heartland; (e) expiration or early
termination of any applicable waiting period under
the Hart-Scott-Rodino Antitrust Improvements Act;
(f) filing of the New Plan with the Bankruptcy
Court on or before March 31, 1999 ("Plan Filing
Date"); (g) execution of a definitive Merger
Agreement within 15 days after the Plan Filing
Date; and (h) refinancing of the Wireless One DIP
facility on or before the effective date of the
New Plan.
</TABLE>
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EXHIBIT 99(c)
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act
of 1934, as amended, the persons below agree to the joint filing on behalf of
each of them of a Statement on Schedule 13D with regard to the Common Stock,
$0.01 par value, of Wireless One, Inc., a Delaware corporation, and further
agree that this Joint Filing Agreement be included as an exhibit to such joint
filing. In evidence thereof the undersigned hereby execute this Agreement as of
the fifth day of March, 1999.
HEARTLAND WIRELESS
COMMUNICATIONS, INC.
By: /s/ J. Curtis Henderson
---------------------------------
Name: J. Curtis Henderson
Title: Senior Vice President and
General Counsel
WIRELESS LEASING, INC.
By: /s/ J. Curtis Henderson
---------------------------------
Name: J. Curtis Henderson
Title: Senior Vice President and
General Counsel
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