<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
AMENDMENT NO. 2 TO
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED MARCH 31, 1996
Commission file number: 0-26836
WIRELESS ONE, INC.
(Exact name of registrant specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
72-1300837
(I.R.S. Employer Identification No.)
11301 Industriplex Blvd., Suite 4
Baton Rouge, Louisiana
(Address of principal executive office)
70809-4115
(Zip code)
(504) 293-5000
(Registrant's telephone number, including area code)
5551 Corporate Blvd., Suite 2G
Baton Rouge, Louisiana 70808
(Registrant's former address)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by section 13 or 15 (d) of the Securities Exchange Act of 1934
during the proceeding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES X NO
-------- --------
Number of shares of common stock outstanding as of May 8, 1996.
13,498,752
<PAGE>
INDEX
PART I. FINANCIAL INFORMATION
<TABLE>
<CAPTION>
Item 1. Financial Statements Page No.
<S> <C> <C>
Condensed Consolidated Balance Sheets as of
March 31, 1996 and December 31, 1995............. 2
Condensed Consolidated Statements of Operations
for the three months ended March 31, 1996
and 1995......................................... 3
Condensed Consolidated Statements of Cash
Flows for the three months ended March 31, 1996
and 1995......................................... 4
Notes to Condensed Consolidated Financial
Statements....................................... 5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.............. 6
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K................. 11
</TABLE>
1
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
WIRELESS ONE, INC.
Condensed Consolidated Balance Sheets
(unaudited)
<TABLE>
<CAPTION>
March 31, December 31,
Assets 1996 1995
----------- ------------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 98,964,157 110,380,329
Marketable investment 17,735,150 17,637,839
securities-restricted
Subscriber receivables, net 159,819 143,633
Accrued interest and other receivables 793,176 405,241
Prepaid expenses 587,732 796,389
------------ -----------
Total current assets 118,240,034 129,363,431
Property and equipment, net 22,912,095 14,266,755
Leased license investment, net 28,491,658 26,724,238
Marketable investment securities - 35,946,439 35,755,505
restricted
Other assets 7,703,873 7,689,945
------------ -----------
213,294,099 213,799,874
============ ===========
Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable 2,627,827 2,356,707
Accrued expenses 1,160,459 862,100
Accrued interest 8,558,333 3,683,333
Current maturities of long-term debt 384,366 376,780
------------ -----------
Total current liabilities 12,730,985 7,278,920
Long-term debt 150,993,259 150,871,267
------------ -----------
163,724,244 158,150,187
------------ -----------
Stockholders' equity:
Preferred stock, $.01 par value,
10,000,000 shares
authorized, no shares issued or
outstanding - -
Common stock, $0.01 par value,
50,000,000 shares
authorized, and 13,498,752 shares
issued and outstanding 134,988 134,988
Additional paid-in capital 65,631,596 65,631,596
Accumulated deficit (16,196,729) (10,116,897)
------------ -----------
Total stockholders' equity 49,569,855 55,649,687
------------ -----------
$213,294,099 213,799,874
============ ===========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
2
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WIRELESS ONE, INC.
Condensed Consolidated Statements of Operations
(unaudited)
<TABLE>
<CAPTION>
Three months ended
March 31,
-----------------------
1996 1995
----------- ----------
<S> <C> <C>
Revenues $ 940,777 238,825
----------- ---------
Operating expenses:
Systems operations 555,942 169,981
Selling, general and administrative 2,637,553 461,129
Depreciation and amortization 964,005 199,519
----------- ---------
4,157,500 830,629
----------- ---------
Operating loss (3,216,723) (591,804)
----------- ---------
Other income (expense):
Interest expense (5,009,893) (114,090)
Interest income 2,126,360 3,122
Other 20,424 (520)
----------- ---------
Total other income (expense) (2,863,109) (111,488)
----------- ---------
Net loss $(6,079,832) (703,292)
=========== =========
Net loss per common share $ (.45) (.35)
=========== =========
Weighted average common shares
outstanding 13,498,752 2,013,950
=========== =========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
3
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WIRELESS ONE, INC.
Condensed Consolidated Statements of Cash Flows
(unaudited)
<TABLE>
<CAPTION>
Three months ended
March 31,
------------------------
1996 1995
------------ ----------
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (6,079,832) (703,292)
Adjustments to reconcile net loss
to net cash used in operating
activities:
Depreciation and amortization 964,005 199,519
Amortization of debt discount 130,897 73,671
Non-cash interest income (288,245) -
Bad debt expense 23,694 -
Changes in assets and liabilities:
Subscriber receivables (427,815) 884
Prepaid expenses 208,657 11,631
Accounts payable and
accrued expenses 5,444,480 279,448
------------ ---------
Net cash used in
operating activities (24,159) (138,139)
------------ ---------
Cash flows from investing activities:
Capital expenditures (9,195,283) (654,945)
Purchase of investments and
other assets (209,021) (25,943)
Expenditures for leased
licenses (1,986,390) (19,902)
------------ ---------
Net cash used in
investing activities (11,390,694) (700,790)
------------ ---------
Cash flows from financing activities:
Proceeds from issuance of
long-term debt - 37,472
Issuance of common stock - 1,077,622
Principal payments on
long-term debt (1,319) -
------------ ---------
Net cash (used in)
provided by
financing activities (1,319) 1,115,094
------------ ---------
Net (decrease)
increase in cash (11,416,172) 276,165
Cash and cash equivalents at beginning
of period 110,380,329 24,481
------------ ---------
Cash and cash equivalents at end of
period $ 98,964,157 300,646
</TABLE> ============ =========
See accompanying notes to condensed consolidated financial statements.
4
<PAGE>
WIRELESS ONE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 1996
(1) Description of Business and Summary of Significant Accounting Policies
----------------------------------------------------------------------
(a) Description of Organization
---------------------------
Wireless One, Inc. (the "Company") was formed in June 1995 to combine the
operations of a predecessor company ("Old Wireless One") with certain
wireless cable television assets and all related liabilities of certain
subsidiaries of Heartland Wireless Communications, Inc. ("Heartland") for
the purpose of further developing, owning, and operating wireless cable
television systems primarily in select southern and southeastern markets.
Old Wireless One had been formed on December 23, 1993, in conjunction
with the merger of its predecessor, Wireless One, L.L.C., a Limited
Liability Company (LLC). LLC had been formed on February 4, 1993 with six
members and on December 23, 1993, Old Wireless One acquired all of the
net assets and outstanding interests of LLC in a tax free reorganization.
Accordingly, the accompanying consolidated financial statements include
results of operations of Wireless One, Inc. and its subsidiaries and its
predecessor companies since February 4, 1993. Unless otherwise indicated,
references to the Company include Wireless One, Inc. and its subsidiaries
and its predecessors. See the Company's December 31, 1995 Annual Report
on Form 10-K for further comments regarding Heartland and the Heartland
Transaction.
(b) Consolidation Policy
--------------------
The condensed consolidated financial statements include the accounts of
the Company and its majority-owned subsidiaries. All significant
intercompany balances and transactions are eliminated in consolidation.
(c) Interim Financial Information
-----------------------------
The accompanying unaudited interim financial statements have been
prepared pursuant to the rules and regulations for reporting on Form 10-
Q. Accordingly, certain information and footnotes required by generally
accepted accounting principles for complete financial statements are not
included herein. The interim statements should be read in conjunction
with the financial statements and notes thereto included in the Company's
December 31, 1995 Annual Report on Form 10-K.
Interim statements are subject to possible adjustments in connection with
the annual audit of the Company's accounts for full year 1996. In the
Company's opinion, all adjustments necessary for a fair presentation of
these interim statements have been included and are of a normal and
recurring nature.
(d) Marketable Investment Securities
--------------------------------
Investments in marketable securities consist of U.S. Treasury securities
which mature periodically through October 1998. The Company has the
ability and intent to hold these investments until maturity and,
accordingly, has classified these investments as held-to-maturity
investments. Held-to-maturity investments are recorded at amortized
cost, adjusted for amortization of premiums or discounts. Premiums and
discounts are amortized over the life of the related held-to-maturity
investment as an adjustment to yield using the effective interest method.
A decline in market value of the Company's
(Continued)
5
<PAGE>
WIRELESS ONE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
investments below cost that is deemed other than temporary results in a
reduction in carrying amount to fair value. The impairment is charged to
earnings and a new cost basis for the investment is established.
(e) Net Loss Per Common Share
-------------------------
Net loss per common share is based on the net loss applicable to common
stock divided by the weighted average number of common shares outstanding
during the period presented. Shares issuable upon exercise of stock
options and warrants are antidilutive and have been excluded from the
calculation.
All share and per share data for the period ended March 31, 1995,
including the weighted average number of common shares outstanding, have
been restated for the Heartland Transaction consummated in October of
1995 giving retroactive effect to the exchange of approximately one share
of Old Wireless One common stock for 4 shares of Wireless One, Inc.
common stock. See the Company's December 31, 1995 Annual Report on Form
10-K for further description of the Heartland Transaction.
(2) Subsequent Event
----------------
On April 25, 1996, the Company entered into a definitive merger agreement
with Jackson, MS based TruVision Wireless, Inc. ("TruVision"). Under
terms of the transaction, the Company will exchange approximately 3.4
million of its common shares in exchange for all of TruVision's
outstanding shares. Additionally, the Company has committed to provide a
bridge loan of up to $15 million which will be secured by certain assets
of TruVision and its subsidiaries. Consummation of this transaction is
subject to the satisfaction of certain closing conditions including the
receipt of bondholder consents and FCC/Hart Scott approval. This
transaction is expected to close by the end of August 1996.
6
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1996 COMPARED TO THE SAME PERIOD ENDED 1995
The table below sets forth for each of the Operating Systems the later of the
date of launch or acquisition by the Company and the approximate number of
subscribers at March 31, 1996 and March 31, 1995.
<TABLE>
<CAPTION>
Approximate Approximate
Launch or Subscribers at Subscribers at
Market Acquisition Date 03/31/96 03/31/95
- ------ ---------------- -------------- --------------
<S> <C> <C> <C>
Brenham, Tx February 1996 268 -
Bryan/College Station, Tx May 1995 2,080 -
Milano, Tx October 1995 1,501 -
Wharton, Tx June 1994 1,881 1,601
Bunkie, La December 1995 667 -
Lafayette, La January 1994 625 436
Lake Charles, La April 1994 490 573
Monroe, La October 1995 1,206 -
Gainesville, Fl January 1996 261 -
Panama City, Fl September 1995 1,362 -
Pensacola, Fl July 1995 1,287 -
Jeffersonville, Ga (a) March 1996 - -
Tullahoma, Tn November 1995 661 -
-------- -----
TOTAL 12,289 2,610
</TABLE>
(a) System launched at the end of March 1996.
7
<PAGE>
<TABLE>
<CAPTION>
Revenue Information
For the Three Months Ended Approximate
March 31, Average Revenue
-------------------------- Per Subscriber at
1996 1995 March 31, 1996
------------ ------------ -----------------
<S> <C> <C> <C>
Subscription Revenues:
- ----------------------
Brenham, Tx $ 8,526 $ - $33.83
Bryan/College Station, Tx 171,891 - 34.88
Milano, Tx 140,578 - 32.24
Wharton, Tx 178,988 167,062 35.69
Bunkie, La 34,686 - 33.10
Lafayette, La 41,207 23,475 23.22
Lake Charles, La 42,408 48,288 29.86
Monroe, La 89,861 - 30.17
Gainesville, Fl 6,009 - 27.72
Panama City, Fl 82,456 - 31.40
Pensacola, Fl 110,282 - 38.87
Jeffersonville, Ga - - -
Tullahoma, Tn 33,885 - 33.41
-------- --------
TOTAL $940,777 $238,825
======== ========
</TABLE>
Revenues. Revenues consist primarily of subscription revenues which principally
consist of monthly fees paid by subscribers for the basic programming package
and for premium programming services. Subscription revenues for the three months
ended March 31, 1996 were $940,777 as compared to $238,825 for the comparable
period of 1995, an increase of $701,952 or 294%. This increase is principally
attributable to the increase in the average number of subscribers for the three
months ended March 31, 1996 compared to the same period ended in 1995. The
increase in the average number of subscribers is due to the launch of 8 new
systems during the remaining nine months of 1995 and during the first quarter
of 1996. In addition, the contributions of two Operating Systems from
Heartland in October 1995, attributed to this increase in the average number of
subscribers for the first three months of 1996.
Systems Operations Expenses. Systems operations expense include programming
costs, channel lease payments, tower site rentals, and repairs and maintenance.
Programming costs and channel lease payments (with the exception of minimum
payments) are variable expenses which increase as the number of subscribers
increases. Systems operations expense for the three months ended March 31, 1996
was $555,942 as compared to $169,981 for the same period of 1995, reflecting an
increase of $385,961 or 227%. This increase is attributable primarily to the
increase in the number of subscribers for such period in 1996 compared to such
period in 1995 as a result of the new markets launched as described above.
Selling, General and Administrative. Selling, general and administrative
expenses for the three months ended March 31, 1996 expense $2,637,553 compared
to $461,129 for the same period of 1995, an increase of $2,176,424 or 471%. The
Company has experienced increasing selling, general and
8
<PAGE>
administrative expenses as a result of its increased wireless cable activities
and associated administrative costs including costs related to opening and
maintaining additional offices and additional compensation expense. The increase
is due primarily to increases in personnel costs, advertising and marketing
expenses and other overhead expenses required to support the expansion of the
Company's operations.
The Company believes such selling, general and administrative costs will not
stabilize until 1998 when all Markets are expected to be launched. At that time,
administration expenses should remain constant with selling and general expense
stabilizing when desired penetration rates are achieved. In order for such
stabilization to occur within this time period, however, the current system
launch schedule must be met and desired penetration rates must be achieved.
There can be no assurance that the Company will meet the current launch schedule
or that desired penetration rates will be achieved or consequently that such
selling, general and administrative expenses will stabilize within this time
period.
Depreciation and Amortization Expense. Depreciation and amortization expense for
the three months ended March 31, 1996 was $964,005 versus $199,519 for the same
period of 1995, an increase of $764,486 or 383%. This increase is due to
additional amortization of channel rights from systems launched plus
amortization of amounts related to systems acquired from Heartland. In addition,
depreciation increased due to costs associated with the increase in subscribers
and purchase of equipment for newly launched markets.
Interest Expense. Interest expense increased to $5,009,893 from $114,090 as
compared to the same period ended in 1995. This large increase in interest
expense is due to the issuance in October of 1995 of 150,000 units (the
"Units") consisting of $150,000,000 aggregate principal amounts of 13% Senior
Notes due 2003.
Interest Income. Interest income of $2,126,360 consists of interest earned on
the proceeds from the Offerings (as described below).
LIQUIDITY AND CAPITAL RESOURCES
The wireless cable television business is a capital intensive business. The
Company's operations require substantial amounts of capital for (i) the
installation of equipment at subscribers' location (ii) the construction of
additional transmission and headend facilities and related equipment purchases,
(iii) the funding of start-up losses and other working capital requirements,
(iv) the acquisition of additional wireless cable channel rights and systems and
(v) investments in, and, maintenance of, vehicles and administrative offices.
Since inception, the Company has expended funds to lease or otherwise acquire
channel rights in various markets, to the construct or acquire its Operating
Systems, to commence construction of Operating Systems in different markets and
to finance initial operating losses.
In order to finance the expansion of its Operating Systems and finance the
launch of additional markets, in October 1995, the Company consummated its
initial public offering of 3,450,000 shares of common stock, $0.01 par value
(the "Common Stock") at $10.50 per share (the "Common Stock Offering"). The
Company received approximately $32.3 million in net proceeds from the Common
Stock Offering. Concurrent with the Common Stock Offering, the Company issued
the Units consisting of $150 million aggregate principal amount of Senior
Notes and 450,000 warrants to purchase an equal number of shares of Common
Stock at an exercise price of $11.55 per share to the initial purchasers (the
"Unit Offering" and together with the Common Stock Offering, the "Offerings").
The Company placed approximately $53.2 million of the approximately $143.8
million of net proceeds realized from the sale of the Units into an escrow
account to cover the first three years' interest payments on the Senior Notes as
required by terms of the Indenture.
For the three months ended March 31, 1996 and 1995, the Company's capital
expenditures were approximately $9,195,283 and $654,945 respectively. These
expenditures primarily related to the acquisition of equipment in certain of the
Company's operating markets, as well as those markets under construction or
near-term launches. The Company estimates that approximately $44.4 million in
capital expenditures will be required in 1996 to continue to fund growth in the
Operating Systems and the systems under construction and to complete the
construction and finance the addition of subscribers to 12 additional markets.
For the three months ended March 31, 1995, cash used in operating activities was
$.14 million consisting primarily of a net loss of $.7 million and offset by an
increase in accounts payable and accrued expenses of $.27 million, non-cash
expenses of $.07 million and depreciation and amortization of $.2 million. For
the three months ended March 31, 1995, cash used in investing activities was $.7
million, consisting primarily of capital expenditures and payments for licenses
and organizational costs of approximately $.68 million and $.02 million
respectively. These capital expenditures were principally related to the
construction of new markets and certain license and organization costs. For the
three months ended March 31, 1995 cash flows provided by financing activities
was $1.1 million, consisting primarily of $1 million in proceeds from the
subscription of common stock and $.04 million in proceeds from the issuance of
long-term debt.
For the three months ended March 31, 1996, cash used in operating activities was
$.02 million consisting primarily of a net loss of $6 million and offset by an
increase in accounts payable and accrued expenses of $5.4 million, an increase
in receivables and prepaids of $.2 million, depreciation and amortization of
$.96 million, non-cash income of $.29 million and non-cash expenses of $.15
million. For the three months ended March 31, 1996, cash used in investing
activities was $11.4 million, consisting primarily of capital expenditures and
payments for licenses and organizational costs of approximately $9.4 million and
$1.9 million, respectively. These investing activities were principally related
to the acquisition of equipment in certain of the Company's operating markets,
as well as those markets under construction or near term launch markets and
certain license and organization costs related to those markets. For the three
months ended March 31, 1996, cash flows provided by financing activities was
$1,319, consisting of $1,319 from the repayments of long-term debt.
During March 1996, the Federal Communications Commission (the "FCC") completed
an auction program designed to award initial licenses for MDS channels.
Successful bidders will receive a blanket authorization to serve an entire Basic
Trading Area ("BTA") on all MDS channels within that BTA. The Company had
successful bids totaling approximately $16 million for BTA's. The Company is
presently preparing applications,
9
<PAGE>
which will be filed with the FCC by May 10, 1996, to secure these BTA's. Should
no petitions be filed by other parties against the Company's BTA applications,
it is expected that the grant by the FCC of these BTA authorizations will be
made during the second quarter of 1996. Assuming all BTA authorizations are
granted to the Company, the Company will be required to make total down payments
of 20% of the $16 million bid with the remaining 80% being financed over a 10
year term. During this ten-year period, the Company will be required to make
quarterly interest payments for the first two years and then quarterly principal
and interest payments for the remaining term. The interest rate charged will be
equal to the 10 year U.S. Treasury rate at the time of the issuance of the BTA
authorization plus 2-1/2%.
On April 25, 1996, the Company entered into a definitive merger agreement with
Jackson, MS based TruVision Wireless, Inc. ("TruVision"). Under terms of the
transaction, the Company will exchange approximately 3.4 million of its shares
of Common Stock in exchange for all of TruVision's outstanding shares.
Additionally, the Company has committed to provide a bridge loan to TruVision of
up to $15 million, which will be secured by certain assets of TruVision and its
subsidiaries. Consummation of this is subject to the satisfaction of
a number of closing conditions, including the receipt of the consent of
the Company's bondholders and FCC/Hart Scott approval. No assurance can be given
such closing conditions will be satisfied and that the TruVision transaction
will be completed. This transaction is expected to close by the end of August
1996.
The Company has experienced negative cash flow from operations in each year
since its formation, and the Company expects to continue to experience negative
consolidated cash flow from operations due to operating costs associated with
system development and costs associated with expansion and acquisition
activities. Until sufficient cash flow is generated from operations, the
Company will be required to utilize its current capital resources or external
sources of funding to satisfy its capital needs. The Company currently believes
that the aggregate net proceeds from the Company's Offerings will be sufficient
to meet its expected capital needs at least over the next twelve months.
Historically, the Company has generated operating and net losses and can be
expected to do so for at least the foreseeable future as it continues to develop
additional operating systems. Such losses may increase as operations in
additional systems are commenced or acquired. There can be no assurance that the
Company will be able to achieve or sustain positive net income in the future. As
the Company continues to develop systems, positive System EBITDA from more
mature systems is expected to be partially or completely offset by operating
losses from less developed systems and from development costs associated with
establishing systems in new markets. This trend is expected to continue until
the Company has sufficiently large subscriber base to absorb operating and
development costs of recently launched systems. Based on its current system
launch schedule and targeted penetration and subscriber revenue rates, the
Company believes it will reach a subscriber level in its more mature systems
(those systems with positive System EBITDA) in the second half of 1997 to
generate revenues sufficient to offset these operating and development costs.
There can be no assurance, however, that the Company will meet its system launch
schedule or achieve the penetration and subscriber revenue rates necessary to
acquire this subscriber base or that revenues will be sufficient to offset such
costs by that time. EBITDA is a commonly used measure of performance in the
wireless cable industry. However, EBITDA does not purport to represent cash
provided by or used by operating activities and should not be considered in
isolation or as a substitute for measures of performance prepared in accordance
with generally accepted accounting principles.
Subject to the limitations of the Company's indenture relating to the Senior
Notes, in order to accelerate its growth rate and to finance general corporate
activities and the launch or build-out of additional systems, the Company may
supplement its existing sources of funding with financing arrangements at the
operating system level or through additional borrowings, the sale of additional
debt or equity securities, including a sale to strategic investor, joint
ventures or other arrangements, if such financing is available to the Company
on satisfactory terms.
As a result of the Unit Offering, and the possible incurrence of additional
indebtedness, the Company will be required to satisfy certain debt service
requirements. Following the disbursement of all of the funds in the escrow
account in October 1998, a substantial portion of the Company's cash flow will
be devoted to debt service on the Senior Notes and the ability of the Company to
make payments of principal and interest will be largely dependent upon its
future performance. Many factors, some of which will be beyond the Company's
control (such as prevailing economic conditions), may affect its performance.
There can be no assurance that the Company will be able to generate sufficient
cash flow to cover required interest and principal payment when due on the
Senior Notes or other indebtedness of the Company. If the Company is unable to
meet interest and principal payments in the future, it may, depending upon
circumstances which then exist, seek additional equity or debt financing,
attempt to refinance its existing indebtedness or sell all or part of its
business or assets to raise funds to repay its indebtedness. The incurrence of
additional indebtedness is restricted by the Indenture.
In managing its wireless cable assets, the Company may, at its option, exchange
or trade existing wireless cable channel rights for channel rights in markets
that have a greater strategic value to the Company. The Company continually
evaluates opportunities to acquire, either directly or indirectly through the
acquisition of other entities, wireless cable channel rights. There is no
assurance that the Company will not pursue any such opportunities that may
utilize capital currently expected to be available for its current markets.
10
<PAGE>
PART II. - OTHER INFORMATION
- ----------------------------
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits: None
(b) No reports on Form 8-K were filed during the periods presented.
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.
WIRELESS ONE, INC.
Date: July 5, 1996 /s/ Sean Reilly
------------ -------------------------------------
Sean Reilly
President and Chief Executive Officer
Date: July 5, 1996 /s/ Michael C. Ellis
------------ -------------------------------------
Michael C. Ellis
Vice President and
Controller (Principal
Accounting Officer)
11