UNITED STATES 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) August 19, 1998
WIRELESS ONE, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-26836 72-1300837
(State or other jurisdiction (Commission file number) (IRS Employer
of incorporation) Identification No.)
1080 River Oaks Drive, Suite A150, Jackson, Mississippi 39208
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (601) 936-1515
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ITEM 5. OTHER EVENTS.
On August 19, 1998, Wireless One, Inc. (the
"Company") extended its solicitation of consents from
certain holders of its 13% Senior Notes due October
15, 2003 and its 13 1/2 % Senior Discount Notes due
August 1, 2006 (together, the "Notes") to certain
proposed amendments to the indentures governing such
Notes. The new expiration date for the consent
solicitation is 5:00 p.m., New York City time, on
August 20, 1998 unless further extended or abandoned.
This Form 8-K is qualified in its entirety by (i) the
text of the press release, dated August 19, 1998,
informing the holders of such extension, which is
filed as an exhibit hereto and incorporated by
reference herein and (ii) the consent solicitation
letter, dated July 30, 1998, and related materials
relating to the consent solicitation, which were
filed as an exhibit to the Form 8-K filed on July 30,
1998.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
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EXHIBIT NO. DESCRIPTION
<S> <C>
4.1 Indenture between the Company and United States Trust Company of
New York, as Trustee, dated October 24, 1995(1)
4.2 Supplemental Indenture between the Registrant and United States
Trust Company of New York, as trustee, dated July 26, 1996(2)
4.3 Indenture between the Company and United States Trust Company of
New York, as Trustee, dated August 12, 1996(2)
99.1 Consent Solicitation Letter (and related materials relating to the
consent solicitation) sent by the Registrant to holders of the
Registrant's 13% Senior Notes due October 15, 2003 and its
13 1/2 % Senior Discount Notes due August 1, 2006(3)
99.2 Press Release dated August 19, 1998 of the Registrant
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(1) Incorporated herein by reference from the
Registrant's Registration Statement on Form S-1
(Registration Number 33-94942) as declared effective
by the commission on October 18, 1995.
(2) Incorporated herein by reference from the
Registrant's Quarterly Report on Form 10-Q for the
fiscal quarter ended September 30, 1996.
(3) Incorporated herein by reference from the
Registrant's Form 8-K filed with the Securities and
Exchange Commission on July 30, 1998.
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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: August 19, 1998 /S/ HENRY M. BURKHALTER
Henry M. Burkhalter
Chief Executive Officer
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EXHIBIT 99.3
PRESS RELEASE
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WIRELESS ONE, INC. ANNOUNCES EXTENSION
OF CONSENT SOLICITATION
Jackson, MS, August 19, 1998 -- Wireless
One, Inc. announced today that it has extended its
solicitation of consents from certain registered
holders of its 13% Senior Notes due October 15, 2003
and 13 1/2 % Senior Discount Notes due August 1,
2006, to certain amendments (the "Proposed
Amendments") to the Indentures pursuant to which such
Notes were issued. The consent solicitation, that
was previously extended to August 18, 1998, will now
expire at 5:00 p.m., New York City time, on August
20, 1998, unless further extended or abandoned.
The proposed amendments will permit the
Company to borrow, and its subsidiaries to guarantee,
in each case on a secured basis, pursuant to a
proposed note facility from Merrill Lynch Global
Allocation Fund, Inc. The Indentures permit the
borrowings and guarantees under a "Bank Credit
Facility," as defined in the Indentures. Although
the Company believes the MLGAF facility represents
the best source of financing available to the Company
at this time, the MLGAF facility may not meet the
definition of Bank Credit Facility in the Indentures.
The Company is seeking to secure commitments with
respect to the MLGAF facility; however, there can be
no assurance that such facility can be obtained even
if the consent solicitation is successful.
If the Company cannot effect the proposed
amendments to permit a borrowing under the MLGAF
facility, the Company will seek to borrow under a
senior secured credit facility from a lender which
meets the definition of "Bank Credit Facility;" such
a borrowing will not require the consent of any
holders of the Notes. The Company has received a
preliminary proposal from another financial
institution which meets this definition; however, the
Company believes that the terms of this proposal are
less advantageous than those of the MLGAF facility.
The consents of the holders, as of the
record date of July 30, 1998, of at least a majority
in aggregate principal amount of each issue of Notes
outstanding ("requisite consents") are required to
approve the Proposed Amendments. Consents may be
revoked at any time prior to execution by the Company
and the Trustee under the applicable Indenture of a
supplemental indenture effecting the Proposed
Amendments. The Company expects to execute a
supplemental indenture with respect to each issue of
Notes as soon as the requisite consents with respect
to such issue are received (which may be prior to the
expiration of the consent solicitation).
Questions regarding the terms of the
consent solicitation may be directed to BT Alex.
Brown, Incorporated (c/o J. Blake O'Dowd) at 212-237-
2428 or the Company (c/o Henry G. Schopfer) at 601-
936-1515. Questions about consent delivery may be
directed to United States Trust Company of New York
at 1-800-548-6565. For a complete description of the
terms and conditions of the consent solicitation
(except for the new expiration date mentioned
hereby), holders should refer to the consent
solicitation letter, dated July 30, 1998, from the
Company.
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