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) July 30, 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
<PAGE>
ITEM 5. OTHER EVENTS.
On July 30, 1998, Wireless One, Inc. (the "Company")
commenced a 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 "Indentures") in order to 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 "MLGAF Facility") set forth in a consent
solicitation letter, dated July 30, 1998 (the
"Consent Solicitation Letter"), from the Company to
such holders. This Form 8-K is qualified in its
entirety by the text of the Consent Solicitation
Letter (and related materials relating to the consent
solicitation), which is filed as an exhibit hereto
and incorporated by reference herein. 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. As described in the Consent Solicitation
Letter, the Company is seeking to secure commitments
with respect to the MLGAF Facility and there can be
no assurance that the MLGAF Facility can be obtained
even if the consent solicitation is successful.
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
EXHIBIT NO. DESCRIPTION
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.
(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.
<PAGE>
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 30, 1998 /S/ HENRY M. BURKHALTER
Henry M. Burkhalter
Chief Executive Officer
<PAGE>
WIRELESS ONE, INC.
1080 RIVER OAKS DRIVE, #A 150
JACKSON, MS 39208
Phone: (601) 936-1515
Fax: (601) 936-1717
July 30, 1998
SOLICITATION OF CONSENTS RELATING TO ITS
13% SENIOR NOTES DUE OCTOBER 15, 2003 AND
13 1/2 % SENIOR DISCOUNT NOTES DUE AUGUST 1, 2006
Dear Noteholder:
Wireless One, Inc. (the "Company") is hereby
soliciting consents ("Consents") from certain Registered
Holders (as defined below) of its 13% Senior Notes due
October 15, 2003 (the "1995 Senior Notes") and/or 13 1/2 %
Senior Discount Notes due August 1, 2006 (the "1996 Senior
Discount Notes" and, together with the 1995 Senior Notes,
the "Notes" ), to certain amendments (the "Proposed
Amendments") to the Indenture, dated as of October 1,
1995, as amended by a supplemental indenture, dated July
26, 1996 (together, the "1995 Indenture"), between the
Company and the United States Trust Company of New York
(the "Trustee"), governing the 1995 Senior Notes, and the
Indenture, dated as of August 12, 1996 (the "1996
Indenture" and together with the 1995 Indenture, the
"Indentures"), between the Company and the Trustee,
governing the 1996 Senior Discount Notes. The purpose of
the Proposed Amendments is to permit the Company to issue,
and certain of its subsidiaries to guarantee on a secured
basis, up to $25,000,000 of secured notes to Merrill Lynch
Global Allocation Fund, Inc. ("MLGAF"), under a proposed
note facility (the "MLGAF Facility") and to refinance such
indebtedness. Capitalized terms not defined herein have
their meanings as set forth in the Indentures, and the
descriptions of the Indentures contained herein are
qualified in their entirety by reference to such
Indentures.
As described below under "Current Developments;
Background of the Consent Solicitation" the Company
requires additional financing in order to finance capital
expenditures under its current business plan and fund
operating losses. The Indentures currently permit (i) the
Company to borrow up to $25,000,000 in aggregate principal
amount at any one time under one or more Bank Credit
Facilities, (ii) the Company's Restricted Subsidiaries to
guarantee such indebtedness, without such subsidiaries
guaranteeing the Notes on the same terms, (iii) such
indebtedness and guarantees to be secured by assets of the
Company and such subsidiaries and (iv) dividend and other
payment restrictions on the Company's Restricted
Subsidiaries pursuant to such indebtedness. Although the
Company believes that the MLGAF Facility would represent
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 Proposed Amendments would amend the
definition of Bank Credit Facility in the Indentures to
include a "Discretionary Note Facility," and would define
"Discretionary Note Facility" to mean the MLGAF Facility
and any refinancings thereof. As a result of the Proposed
Amendments, (i) indebtedness under the MLGAF Facility and
any refinancings thereof, and subsidiary guarantees of
such indebtedness, would be included in Permitted
Indebtedness under Sections 4.08(i) and (iii) of the
Indentures (subject to the $25,000,000 limitation
contained in Section 4.08(i) thereof), (ii) Section 4.19
of the 1995 Indenture and Section 4.18 of the 1996
Indenture would permit such subsidiaries to guarantee
indebtedness under the MLGAF Facility and any refinancings
thereof without guaranteeing the Notes on the same terms,
(iii) the Liens securing such indebtedness and guarantees
thereof would be Permitted Liens under Section 4.09(d) of
the 1995 Indenture and Section 4.09(e) of the 1996
Indenture and (iv) the prohibition contained in Section
4.13 of the Indentures on dividend and other payment
restrictions affecting the Company's Restricted
Subsidiaries will not apply to any such restrictions
pursuant to the MLGAF Facility and any refinancings
thereof. However, the amendment to the definition of Bank
Credit Facility will not apply to Section 4.12 of the
Indentures. As a result, repayments of indebtedness under
the MLGAF Facility and any refinancings thereof from the
Net Cash Proceeds of any Asset Sales will not be deducted
from Net Cash Proceeds in determining Excess Proceeds to
be used to make a Net Proceeds Offer to purchase the
Notes. For a description of the Proposed Amendments,
please refer to "Purpose of the Consent Solicitation;
Proposed Amendments" below.
Upon approval of the Proposed Amendments, the
Company will seek to enter into definitive documentation
with respect to the MLGAF Facility and to issue notes
thereunder in a principal amount of $12.5 million as soon
as possible. It is expected that all notes issued under
the MLGAF Facility will be secured by assets of the
Company and guaranteed by certain of the Company's
subsidiaries, which guarantees are expected to be secured
by assets of such subsidiaries. The Notes will remain
unsecured obligations of the Company and will not be
guaranteed by any subsidiary.
The initial issuance of notes by the Company
under the MLGAF Facility will be made at MLGAF's
discretion and, in any event, will be subject to a number
of conditions, and any additional issuances (which the
Company expects to require prior to April 1999) under such
facility will be at the discretion of Merrill, as
described below under "Proposed Merrill Facility." There
can be no assurance that MLGAF will permit the Company to
issue any notes or that such conditions will be met. In
addition, the notes issued under the MLGAF Facility will
mature in April 1999, when the Company will also be
obligated to devote a substantial portion of its cash flow
to debt service on the 1995 Senior Notes. Default in the
payment of amounts due under the MLGAF Facility upon
maturity would, if in excess of $5,000,000, constitute an
Event of Default (as defined in the Indentures) under the
Indentures. Following an initial issuance of notes under
the MLGAF Facility, the Company will thus continue to
explore various alternatives to address its short- and
long-term capital needs, which alternatives may include
raising additional funds through other financing
arrangements, restructuring its existing indebtedness,
modifying its business plan or a combination of the
foregoing; BT Alex. Brown, Incorporated ("BT Alex. Brown")
has been retained with respect to these items. Many
factors, some of which may be beyond the Company's
control, may affect the Company's ability to resolve its
long-term capital needs. These factors include the
availability of sufficient financing on terms acceptable
to the Company; the willingness of the holders of the
Company's debt securities to agree to any restructuring of
the Company's indebtedness that the Company may seek;
prevailing and perceived economic conditions, both in
general and with respect to the Company's industry; and
other factors that could affect the Company's performance,
such as competition or regulatory restrictions. There can
be no assurance that the Company will be able to generate
sufficient cash flow and obtain sufficient additional
financing to repay the notes issued under the MLGAF
Facility, cover required interest and principal payments
when due on the 1995 Senior Notes and resolve its long-
term capital needs.
If the Proposed Amendments are not approved,
the Company presently intends to seek additional financing
pursuant to a preliminary proposal for a facility which
would meet the Bank Credit Facility definition, and thus
be permitted under the Indentures, but which would be
expected to be on terms less advantageous to the Company
than the MLGAF Facility. See "Consequence of Failure to
Obtain the Requisite Consents."
Approval by the Registered Holders of at least
a majority in aggregate principal amount of each of the
1995 Senior Notes and 1996 Senior Discount Notes
outstanding, and not owned by the Company or any of its
Affiliates (the "Requisite Consents"), is required to
effectuate the Proposed Amendments. Only those persons in
whose name Notes are registered ("Registered Holders") on
July 30, 1998 (the "Record Date") in the registry
maintained by the Trustee under the Indentures, or persons
who hold valid proxies from such Registered Holders
(collectively, the "Holders"), are eligible to consent to
the Proposed Amendments. The Company anticipates that the
Depository Trust Company ("DTC"), as nominee Holder of
Notes, will execute an omnibus proxy in favor of its
respective participants ("DTC Participants") which will
authorize each DTC Participant to execute and deliver a
Consent with respect to the Notes owned by it and held in
DTC's name. If you are a beneficial owner of Notes held
of record by DTC or its nominee through a DTC Participant
and wish to consent to the Proposed Amendments, you must
direct the DTC Participant through which your Notes are
held in DTC to execute and deliver a Consent on your
behalf, pursuant to the enclosed "Instruction From
Beneficial Owner" form or otherwise.
As of the Record Date, an aggregate principal
amount of $150,000,000 of 1995 Senior Notes and
$161,708,034 (based upon a July 30, 1998 accreted value
quote of $675.89 per note and $239,252,000 in aggregate
principal amount at maturity outstanding) of 1996 Senior
Discount Notes was outstanding and not owned by the
Company or any of its Affiliates. MLGAF has informed the
Company that it and another fund that is co-managed with
MLGAF own $47.43 million aggregate principal amount, or
approximately 32%, of the outstanding principal amount, of
the 1995 Senior Notes and $38.25 million aggregate
principal amount at maturity, or approximately 16% of the
outstanding principal amount at maturity, of the 1996
Senior Discount Notes. Investment funds that are managed
by the investment advisor for MLGAF may own, and
affiliates of the investment advisor may own, additional
interests in the 1995 Senior Notes and the 1996 Senior
Discount Notes. In addition, an investment fund
affiliated with BT Alex. Brown owns $2.02 million
aggregate principal amount, or approximately 1%, of the
outstanding principal amount, of the 1995 Senior Notes and
$8.25 million aggregate principal amount at maturity, or
approximately 4% of the outstanding principal amount at
maturity, of the 1996 Senior Discount Notes. All such
funds described above are being solicited for their
Consents to the Proposed Amendments pursuant to this
Consent solicitation. Any investment decision to be made
by the investment funds that are managed by the investment
advisor for MLGAF or any affiliates of such investment
advisor are not subject to the control of MLGAF and no
inference should be drawn that, because of the
relationship between such investment funds or affiliates
and MLGAF, such investment funds or affiliates are more
likely than not to deliver Consents.
This Consent solicitation will expire at 5:00
p.m., New York City time, on August 13, 1998, unless the
Company, in its sole discretion, extends or abandons this
solicitation. If, and as soon as, the Requisite Consents
are received (which may be prior to the expiration of this
Consent solicitation), the Company and the Trustee will
execute the Supplemental Indentures effecting the Proposed
Amendments, whereupon the Proposed Amendments will be
binding upon each Holder, whether or not such Holder
delivered its Consent. This Consent solicitation may be
abandoned by the Company at any time prior to the
execution of the Supplemental Indentures for any reason,
in which case all Consents will be voided.
The Consents are being solicited by the
Company, which will pay all costs of the Consent
solicitation. BT Alex. Brown, as part of its engagement
as the Company's financial advisor, will aid in the
solicitation of Consents. United States Trust Company of
New York, the Trustee, will act as Tabulation Agent in the
solicitation of Consents. No consent fee will be paid to
consenting Holders.
BUSINESS OF THE COMPANY
The Company is engaged in the business of
developing, owning and operating wireless cable television
systems and a high-speed, two-way Internet access product
and marketing direct-to-home satellite products, primarily
in select southern and southeastern United States markets.
Beginning in the third quarter of 1997, the
Company has focused its marketing efforts on developing
its new long-term cooperative marketing agreement with
DirecTV (the "DirecTV Agreement") which offers
subscription video services to multiple dwelling units
(MDUs). In April 1998, the Company announced an agreement
to expand the DirecTV Agreement to include marketing of
DirecTV program offerings to single family units (SFUs)
located in the Company's markets and determined to de-
emphasize the growth of its traditional wireless video SFU
business, as a result of which the Company does not
currently plan to launch new systems focused on SFUs.
Accordingly, the Company implemented changes to its
business operations to reduce personnel and other
operating expenses to the levels needed to implement its
refocused business objectives, including the elimination
of over 45% of the Company's 900 employees.
While managing its core wireless video
subscription business, the Company has devoted resources
to the development of new products to generate additional
revenue streams, while providing economies of scale of its
existing wireless spectrum and system infrastructure. The
Company has developed, and in the second quarter of 1998
began the commercial launch of, a two-way wireless
Internet access product.
For additional information about the Company's
business and strategy, please refer to the Company's
public filings which are incorporated herein by reference.
See "Incorporation of Certain Documents by Reference;
Available Information."
CURRENT DEVELOPMENTS; BACKGROUND OF THE CONSENT
SOLICITATION
Historically, the Company has sustained
substantial net losses, primarily due to fixed operating
costs associated with the development of its systems,
interest expense and charges for depreciation and
amortization. Net losses are expected to continue as the
Company focuses its resources on the marketing of its
DirecTV MDU and SFU products and the development of its
Internet access product and as additional systems are
commenced or acquired. The Company's revised business
plan for the remainder of 1998 reflects a net cash
requirement of approximately $15.7 million to finance the
launch and buildout of additional video and Internet
systems, fund operating losses and meet certain debt
obligations in 1998. The Company will also require an
estimated $11.6 million in additional capital funding to
meet its estimated cash requirements for the first quarter
of 1999. In addition, the Company must raise additional
capital or generate sufficient operating cash flow to
satisfy its future debt service obligations on its 1995
Senior Notes, which require semi-annual interest payments
of $9.8 million beginning in April 1999.
In April 1998, the Company retained BT Alex.
Brown as its financial advisor to evaluate the Company's
capital structure and to make recommendations regarding
financial options available to the Company. Following
such retention, BT Alex. Brown was authorized to explore
(i) a possible borrowing by the Company of up to $33
million, as permitted by the terms of the Indentures,
which amount was believed to be sufficient to meet the
Company's capital and liquidity requirements until May
1999, and (ii) other financing alternatives, including the
issuance of additional debt or equity securities and/or a
restructuring of the Company's existing indebtedness, in
order to provide the Company with sufficient capital to
carry out its revised business plan. BT Alex. Brown
approached approximately 40 banks and other financial
institutions as possible lenders to the Company, as a
result of which it received (i) a proposal from MLGAF with
respect to the MLGAF Facility and (ii) a preliminary
proposal from another financial institution with respect
to a senior secured credit facility, which would qualify
as a Bank Credit Facility within the meaning of the
Indentures, and thus not require approval of the Holders,
but which was proposed on terms which would be less
advantageous to the Company. In light of the foregoing,
the Company determined to seek to negotiate agreements
with MLGAF providing for the MLGAF Facility and the
commencement of a solicitation of the consent of Holders
in order to permit the Company to borrow funds under the
MLGAF Facility. See "Purpose of the Consent Solicitation;
Proposed Amendments" and "Consequence of Failure to obtain
Requisite Consents."
PROPOSED MLGAF FACILITY
General. The Company is seeking to secure a
commitment for the MLGAF Facility on terms substantially
similar to those described below. The MLGAF Facility
will, if obtained, be discretionary and there can be no
assurance that MLGAF will purchase any notes thereunder
or, if notes are purchased, that the terms of the MLGAF
Facility will not vary from the terms described below.
Depending on the manner in which the terms of the final
MLGAF Facility vary from the terms described below, the
Company reserves the right to take such actions as it
deems necessary or appropriate with respect to the
Holders, which could, but will not necessarily, include
seeking to resolicit Consents.
The Company anticipates that the MLGAF Facility
will provide for up to $25 million in availability on a
senior secured guaranteed basis through note purchases,
which note purchases shall be made at the sole discretion
of MLGAF. The Company expects the MLGAF Facility to
accrue interest at a rate of 13% per annum, payable at
maturity, which is expected to be April 15, 1999. The
Company also anticipates that MLGAF will require the
payment of a facility fee of 5% of the principal amount of
the initial note purchase and a facility fee of 5% or more
on the principal amount of each subsequent note purchase.
Repayment of the notes is also expected to be guaranteed,
on a secured basis, by each of the Company's present and
future material subsidiaries.
Security. MLGAF has requested that the MLGAF
Facility be secured by all stock of the Company's present
and future material subsidiaries, and such other present
and future material property and assets, real and
personal, of the Company and its subsidiaries as MLGAF
shall request.
Warrants for Company Stock. MLGAF has
requested to receive seven-year detachable warrants to
purchase a "pro rata portion" of 7.5% of the Company's
common stock on a fully diluted basis, exercisable at 110%
of the market price per share at the time of issuance of
the initial note. Such warrants would contain usual and
customary registration rights and anti-dilution
provisions. "Pro rata portion" means a fraction the
numerator of which is equal to the face amount of the
notes issued on each issuance date and the denominator of
which is equal to $25 million.
Redemption. The Company believes that the notes
issued under the MLGAF Facility will be subject to certain
mandatory and optional redemption provisions.
Specifically, the Company expects that outstanding
principal and interest would be redeemed at par upon
receipt of net cash proceeds from, among other items, (i)
the issuance of additional debt or equity permitted under
the note purchase documentation and (ii) certain
extraordinary non-recurring, non-operating receipts. In
addition, it is anticipated that the notes would be
redeemable, in whole or in part, at any time at the
Company's option at 102% of the principal amount plus
accrued interest prior to March 1, 1999; provided,
however, that each partial redemption would be in an
amount of $250,000 or an integral multiple of $50,000 in
excess thereof.
Representations and Warranties; Covenants and
Events of Default; Conditions for Initial Borrowing. The
Company anticipates that the MLGAF Facility will contain
representations and warranties including, without
limitation, the absence of any material adverse change in
the business, condition (financial or otherwise),
operations, performance, properties or prospects of the
Company since May 15, 1998 (the date of the filing of
Wireless One's quarterly report on Form 10-Q for the
quarter ended March 31, 1998). The Company also
anticipates that the MLGAF Facility will contain
affirmative and negative covenants and events of default
that are usual and customary for a note purchase facility
of this type. In addition, the Company anticipates that
the MLGAF Facility will contain certain standard
conditions to the initial issuance of notes and any
subsequent issuances of notes and that all such note
issuances, if any, will be at the sole discretion of
MLGAF.
PURPOSE OF THE CONSENT SOLICITATION; PROPOSED AMENDMENTS
The purpose of the Consent Solicitation is to
amend the Indentures to permit the Company to issue on a
secured basis, and the Company's Restricted Subsidiaries
to guarantee on a secured basis the issuance of, up to
$25,000,000 of notes to MLGAF under the MLGAF Facility and
any refinancings thereof, in order to permit the Company
to utilize what it believes to be the best source of
financing available to it at this time and to provide it
with the flexibility to refinance such indebtedness on the
best terms then available, irrespective of the source of
such refinancing.
As previously noted, the Indentures would
permit the Company to utilize the MLGAF Facility if the
facility were a Bank Credit Facility as currently defined
in the Indentures: Section 4.08 of the Indentures permits
the Company to borrow up to $25,000,000 in aggregate
principal amount at any one time under one or more Bank
Credit Facilities and the Company's Restricted
Subsidiaries to guarantee such indebtedness, and Section
4.19 of the 1995 Indenture and Section 4.18 of the 1996
Indenture permit the Company's Restricted Subsidiaries to
guarantee such indebtedness without guaranteeing the Notes
on the same terms; Section 4.09 permits such indebtedness
and guarantees to be secured by assets of the Company and
such subsidiaries and Section 4.13 permits dividend and
other payment restrictions affecting the Company's
Restricted Subsidiaries pursuant to such indebtedness.
Bank Credit Facility is defined in the Indentures as one
or more term or revolving credit facilities, entered into
with any commercial banks, financial institutions or other
lenders, "of the type customarily entered into with
commercial banks" and any renewals, refundings, extensions
or replacements of any such credit facilities, provided
that such renewals, refundings, extensions or replacements
comply with the definition of Bank Credit Facility." The
MLGAF Facility may not meet the definition of a Bank
Credit Facility.
The Proposed Amendments would amend the
definition of Bank Credit Facility in the Indentures to
include a "Discretionary Note Facility," and would define
"Discretionary Note Facility" to mean the MLGAF Facility
and any refinancings thereof. As a result of the Proposed
Amendments, (i) indebtedness under the MLGAF Facility and
any refinancings thereof, and subsidiary guarantees of
such indebtedness, would be included in Permitted
Indebtedness under Sections 4.08(i) and (iii) of the
Indentures (subject to the $25,000,000 limitation
contained in Section 4.08(i) thereof), (ii) Section 4.19
of the 1995 Indenture and Section 4.18 of the 1996
Indenture would permit such subsidiaries to guarantee
indebtedness under the MLGAF Facility and any refinancings
thereof without guaranteeing the Notes on the same terms,
(iii) the Liens securing such indebtedness and guarantees
thereof would be Permitted Liens under Section 4.09(d) of
the 1995 Indenture and Section 4.09(e) of the 1996
Indenture and (iv) the prohibition contained in Section
4.13 of the Indentures on dividend and other payment
restrictions affecting the Company's Restricted
Subsidiaries will not apply to any such restrictions
pursuant to the MLGAF Facility and any refinancings
thereof. However, the amendment to the definition of Bank
Credit Facility will not apply to Section 4.12 of the
Indentures. As a result, repayments of indebtedness under
the MLGAF Facility and any refinancing thereof from the
Net Cash Proceeds of any Asset Sales will not be deducted
from Net Cash Proceeds in determining Excess Proceeds to
be used to make a Net Proceeds Offer to purchase the
Notes.
Specifically, the Proposed Amendments would
add a definition of Discretionary Note Facility to the
Indentures to read substantially as follows:
"DISCRETIONARY NOTE FACILITY" means a purchase or
other agreement entered into with one or more of
Merrill Lynch Global Allocation Fund, Inc. and any
renewals, extensions, substitutions, refundings,
refinancing or replacements (collectively, a
"refinancing") of such agreement, including any
successive refinancing (as such agreement, or any
agreement relating to any refinancing, may be
amended, modified, supplemented or otherwise changed
from time to time) so long as the aggregate principal
amount of Indebtedness represented thereby is not
increased by such refinancing (or, if said
Indebtedness provides for an amount less than the
principal amount thereof to be due and payable upon a
declaration of acceleration of the maturity thereof,
not greater than such lesser amount) plus the lesser
of (i) the stated amount of any premium or other
payment required to be paid in connection with such a
refinancing pursuant to the terms of the Indebtedness
being refinanced or (ii) the amount of premium or
other payment actually paid at such time to refinance
the Indebtedness, plus, in either case, the amount of
expenses of the Company incurred in connection with
such refinancing of such agreement."
The Proposed Amendments would also amend the
definition of Bank Credit Facility in the Indentures to
read substantially as follows (new language is indicated
by bolding and double-underlining):
"BANK CREDIT FACILITY" means (I) one or more
credit facilities (whether a term or a revolving
facility), of the type customarily entered into with
commercial banks, between the Company or any of its
Restricted Subsidiaries, on the one hand, and any
commercial banks, financial institutions or other
lenders, on the other hand (and any renewals,
refundings, extensions or replacements of any such
credit facilities, PROVIDED that such renewals,
refundings, extensions or replacements comply with
this definition of "BANK CREDIT FACILITY"), with Bank
Credit Facilities are by their terms designated as a
"Bank Credit Facility" for purposes of this Indenture
AND/OR (II), OTHER THAN FOR PURPOSES OF SECTION 4.12,
A DISCRETIONARY NOTE FACILITY.
CONSEQUENCE OF FAILURE TO OBTAIN THE REQUISITE CONSENTS
If the Company is unable to obtain the
Requisite Consents, it will not be able to seek to issue
notes under the MLGAF Facility and will seek to pursue a
financing, on the best terms that it could then negotiate,
pursuant to a preliminary proposal received from another
financial institution with respect to a senior secured
credit facility. Such financing facility would qualify as
a Bank Credit Facility within the meaning of the
Indentures, and thus not require approval of Holders, but
was proposed on terms which would be less advantageous to
the Company. The proposal was not a commitment but only
an expression of interest as of the date received, and
there can be no assurance that a financing would be agreed
between the parties or, if agreed, thereafter consummated.
If the Company cannot obtain financing pursuant to such
facility or otherwise, the Company would be required to
revise its current business plan; as a result, to reduce
its operating expenses and capital expenditures, the
Company may not be able to continue to launch new systems
or to further develop its Internet product, and its
DirecTV MDU and SFU products may be curtailed. Even if
such financing were obtained, it would, as with the MLGAF
Facility, be on a short-term basis, requiring refinancing
or restructuring prior to April 1999, when the Company
will be obligated to devote a substantial portion of its
cash flow to debt service on the 1995 Senior Notes. The
Company would thus, whether or not such financing were
obtained, be required to continue to seek alternatives to
address its need for funds to cover required interest and
principal payments when due on the 1995 Senior Notes, to
the extent not provided from operating cash flow, and to
resolve its long-term capital needs, as described above
under "Current Developments; Background of the Consent
Solicitation.
PROCEDURES FOR DELIVERING CONSENTS; REVOCATION OF CONSENTS
IF YOU ARE A REGISTERED HOLDER OF NOTES, AND
WISH TO DELIVER A CONSENT, PLEASE COMPLETE (MARKING THE
"CONSENT" BOX), SIGN AND DATE THE ENCLOSED CONSENT LETTER
AND MAIL, HAND DELIVER OR SEND IT BY OVERNIGHT COURIER, IN
THE ENCLOSED ENVELOPE, TO THE TABULATION AGENT:
(I) IF BY MAIL, to United States Trust Company
of New York, P.O. Box 843, Cooper Station, New York, NY
10276, Attn: Corporate Trust Services;
(ii) IF BY HAND DELIVERY, to United States
Trust Company of New York, 111 Broadway, New York, NY
10006, Attn: Lower Level Corporate Trust Window; or
(iii) IF BY OVERNIGHT COURIER, United States
Trust Company of New York, 770 Broadway, 13th Floor,
Corporate Trust Services, New York, NY 10003).
CONSENT LETTERS MAY ALSO BE FAXED TO THE
TABULATION AGENT AT 212-780-0592; HOWEVER, ORIGINAL
COPIES OF SUCH CONSENT LETTERS MUST THEREAFTER BE
DELIVERED TO THE TABULATION BY MAIL, HAND DELIVERY OR
OVERNIGHT COURIER. If neither of the boxes on the
Consent Letter is marked but the Consent Letter is
otherwise properly completed and signed, you will be
deemed to have consented to the Proposed Amendments.
The Consent Letter must be executed in exactly the
same manner as your name appears on the Notes. If a
Consent is signed by a trustee, partner, executor,
administrator, guardian , attorney-in-fact, officer
of a corporation or other person acting in a
fiduciary or representative capacity, such person
must so indicate when signing and must submit with
the Consent Letter appropriate evidence of authority
to execute the Consent Letter.
If you are a beneficial owner of Notes held of
record by DTC or its nominee through a DTC Participant and
wish to consent to the Proposed Amendments, you must
direct the DTC Participant through which your Notes are
held in DTC to execute and deliver a Consent on your
behalf, pursuant to the enclosed "Instruction From
Beneficial Owner" form or otherwise. The Company
anticipates that the Depository Trust Company ("DTC"), as
nominee Holder of Notes, will execute an omnibus proxy in
favor of its respective participants ("DTC Participants")
which will authorize each DTC Participant to execute and
deliver a Consent with respect to the Notes owned by it
and held in DTC's name.
You may revoke a Consent at any time prior to
execution of the applicable Supplemental Indenture by
delivering (if you are a Registered Holder) or instructing
the DTC Participant through which your Notes are held to
deliver (if you are a beneficial owner of Notes held of
record by DTC or its nominee through a DTC Participant), a
Consent Letter marked with a specification (i.e. "Consent"
or "Does Not Consent") different from that set forth on
the Consent Letter as to which the revocation is being
given and containing the serial numbers and principal
amounts of the Notes to which such revocation relates,
executed as described above. A revocation of a Consent
shall be effective only as to the Notes listed.
All questions as to the validity, form and
revocation of Consents will be determined by the Company
in its sole discretion, which determination will be
conclusive and binding subject to such final review as may
be prescribed by the Trustee concerning proof of execution
and ownership. The Company reserves the right to contest
the validity of any revocation and, subject to such final
review as the Trustee prescribes for proof of execution
and ownership, to waive any defects or irregularities in
connection with deliveries of particular Consents. Each
properly completed and executed Consent Letter (or Consent
Letter with respect to which any defects or irregularities
have been waived by the Company) will be counted,
notwithstanding any transfer of the Notes to which such
Consent relates, unless the procedure for revoking
Consents as been followed with respect to such Notes.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE; AVAILABLE
INFORMATION
The Company is subject to the informational
requirements of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and, in accordance
therewith, files reports and other information with the
Securities and Exchange Commission (the "Commission").
Such reports and other information can be inspected,
without charge, and copied at the Public Reference Section
of the Commission located at 450 Fifth Street, NW,
Washington, D.C. 20549 and at regional public reference
facilities maintained by the Commission located at
Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661 and Seven World Trade Center,
Suite 1300, New York, New York 10048. Copies of such
material can be obtained from the Public Reference Section
of the Commission at prescribed rates. Such material may
also be accessed electronically by means of the
Commission's web site (http://www.sec.gov).
The following documents filed by the Company
with the Commission are incorporated herein by reference
and shall be deemed to be a part hereof:
1. Annual Report of the Company on Form 10-K
for the fiscal year ended December 31, 1997;
and
2. Quarterly Report of the Company on Form 10-
Q for the fiscal quarter ended March 31,
1998.
All documents and reports filed by the Company
with the Commission pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date of this
Consent Solicitation Statement and on or prior to the
completion or termination of the Consent solicitation
shall be deemed incorporated herein by reference and shall
be deemed to be a part hereof from the date of filing of
such documents and reports. Any statement contained in a
document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or
superseded for purposes of this letter to the extent that
a statement contained herein or in any subsequently filed
document or report that also is or is deemed to be
incorporated by reference herein modifies or supersedes
such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this letter.
The Company will provide you with a copy of any
or all of the documents relating to the Company that are
incorporated herein by reference except the exhibits to
such documents (unless such exhibits are specifically
incorporated by reference in such documents), without
charge, upon your oral or written request to the Company
at Wireless One, Inc., 1080 River Oaks Drive, #A 150,
Jackson, MS 39208, Attn: Henry G. Schopfer (Phone: 601-
936-1515) or to BT Alex. Brown Incorporated at 1290 Avenue
of the Americas, 10th Floor, New York, NY 10104, Attn: J.
Blake O'Dowd (Phone: 212-237-2428).
No person has been authorized to give any
information or make any representations other than those
contained or incorporated by reference in this letter and,
if given or made, such information or representations must
not be relied upon as having been authorized by the
Company. The delivery of this letter at any time does not
imply that the information herein is correct as of any
time subsequent to its date.
Questions regarding the Consent solicitation
and the terms and conditions thereof should be directed to
the Company (c/o Henry G. Schopfer at 601-936-1515) or BT
Alex. Brown (c/o J. Blake O'Dowd at 212-237-2428).
Questions about Consent delivery should be directed to
United States Trust Company of New York at 1-800-548-6565.
Sincerely,
/s/ Wireless One, Inc.
Wireless One, Inc.
<PAGE>
CONSENT LETTER
WITH RESPECT TO
13% SENIOR NOTES DUE OCTOBER 15, 2003 AND
13 1/2 % SENIOR DISCOUNT NOTES DUE AUGUST 1, 2006 OF
WIRELESS ONE, INC.
This Consent Letter relates to the solicitation
of Consents described in the letter to holders of Notes
from Wireless One, Inc., dated July 30, 1998 (the
"Wireless Letter"). Capitalized terms used herein but not
defined have the meaning given to them in the Wireless
Letter.
The undersigned is a Registered Holder of 13%
Senior Notes due October 15, 2003 (the "1995 Senior
Notes"), issued under the Indenture, dated as of October
1, 1995, as amended by a supplemental indenture, dated
July 26, 1996 (together, the "1995 Indenture"), between
the Company and the United States Trust Company of New
York (the "Trustee"), and/or 13 1/2 % Senior Discount
Notes due August 1, 2006 (the "1996 Senior Discount Notes"
and, together with the 1995 Senior Notes, the "Notes" ),
issued under the Indenture, dated as of August 12, 1996
(the "1996 Indenture" and together with the 1995
Indenture, the "Indentures"), between the Company and the
Trustee. The CUSIP No. for the 1995 Senior Notes is
97652H-AB-5; the CUSIP No. for the 1996 Senior Discount
Notes is 97652H-AC-3 (although the undersigned may hold
such Notes as part of units, which include the 1996 Senior
Discount Notes and warrants to purchase shares of the
Company's common stock; in which case, the CUSIP No. for
such units is 97652H-AD-1).
As a Registered Holder of such Notes, the
undersigned hereby:
CONSENTS ___ DOES NOT CONSENT ___
to the proposed amendments (the "Proposed Amendments") to
the Indentures described in the Wireless Letter. If no
election is specified above, this Consent Letter, if
otherwise properly completed and signed, will be deemed a
Consent to the Proposed Amendments. By execution hereof,
the undersigned acknowledges receipt of the Wireless
Letter.
Unless otherwise specified in the table below,
this Consent Letter relates to the total principal amount
of Notes of which the undersigned is the Registered
Holder. If this Consent Letter relates to less than the
total principal amount of Notes registered in the
undersigned's name, the undersigned has listed on the
table below the certificate numbers and principal amount
of each issue of Notes with respect to which this Consent
is given.
A Consent hereby given, if effective, will be
binding upon the undersigned and upon any subsequent
transferee or transferees of such Notes, subject only to
revocation by the delivery of a later dated Consent
Letter, executed and delivered in the manner described in
the Wireless Letter.
THIS CONSENT LETTER, FULLY EXECUTED, SHOULD BE
DELIVER BY MAIL, HAND DELIVERY OR OVERNIGHT COURIER TO
UNITED STATES TRUST COMPANY OF NEW YORK.
<TABLE>
<CAPTION>
IF BY HAND DELIVERY, IF BY MAIL, IF BY OVERNIGHT COURIER,
<S> <C> <C>
111 Broadway P.O. Box 843 770 Broadway
New York, NY 10006 Cooper Station 13th Floor
Attn: Lower Level Corporate New York, NY 10276 Corporate Trust Services
Trust Window Attn: Corporate Trust Services New York, NY 10003
</TABLE>
THIS CONSENT LETTER, FULLY EXECUTED, MAY
ALSO BE FAXED TO UNITED STATES TRUST COMPANY OF NEW
YORK AT 212-780-0592; HOWEVER, AN ORIGINAL COPY OF
THE CONSENT LETTER MUST THEREAFTER BE DELIVERED TO
UNITED STATES TRUST COMPANY BY MAIL, HAND DELIVERY OR
OVERNIGHT COURIER. Questions about Consent delivery
may be directed to United States Trust Company at 1-
800-548-6565.
SIGN HERE
(Signature(s) of Holder(s))
Dated:
Name(s)
(Please Print)
Capacity (full title):
Address:
(Include Zip Code)
Area Code and Telephone No.:
IMPORTANT - READ CAREFULLY
If the Notes are held by two or more Registered
Holders, all such Holders must sign this Consent Letter.
If signature is by a trustee, executor, administrator,
guardian, attorney-in-fact, officer or a corporation or
other person acting in a fiduciary or representative
capacity, such person should so indicate when signing and
must submit proper evidence satisfactory to the Company of
such person's authority to act.
<PAGE>
TABLE FOR USE IF CONSENT RELATES TO LESS THAN THE
TOTAL PRINCIPAL AMOUNT OF ALL NOTES HELD BY HOLDER
<TABLE>
<CAPTION>
DESCRIPTION OF NOTES AS TO WHICH CONSENTS ARE GIVEN
NAME(S) AND ADDRESS(ES) TITLE OF ISSUE CERTIFICATE NUMBER(S) PRINCIPAL AMOUNT PRINCIPAL AMOUNT
OF REGISTERED HOLDER(S) AND AGGREGATE OF NOTES OF NOTES WITH
REPRESENTED BY RESPECT TO WHICH
CERTIFICATE(S)<dagger> CONSENTS ARE
GIVEN*<dagger>
<S> <C> <C> <C> <C>
13% SENIOR
NOTES DUE
OCTOBER 15, 2003
(CUSIP NO.
97652H-AB-5)
13 1/2 % SENIOR
DISCOUNT NOTES
DUE APRIL 1, 2006
(CUSIP NO.
97652H-AC-3)**
</TABLE>
* If this Consent Letter relates to less than entire aggregate principal
amount registered in the name of the Registered Holder(s), list the
certificate number(s) and the principal amounts of Notes to which this
Consent Letter relates. Otherwise, this Consent Letter will be deemed
to relate to the entire aggregate principal amount of Notes registered
in the name of such Registered Holder(s)."
<dagger> Principal amount, as it pertains to the 13 1/2% Senior Discount
Notes due April 1, 2006, should be the principal amount at maturity.
**Some Registered Holders hold their 13 1/2 % Senior Discount Notes due
April 1, 2006 as part of units (which include such Notes and warrants to
purchase shares of the Company's common stock). The CUSIP No. for such
units is 97652H-AD-1.
<PAGE>
WIRELESS ONE, INC.
INSTRUCTIONS FROM BENEFICIAL OWNER
REGARDING DELIVERY OF CONSENT WITH RESPECT TO
13% SENIOR NOTES DUE OCTOBER 15, 2003 AND/OR
13 1/2 % SENIOR DISCOUNT NOTES DUE AUGUST 1, 2006
Wireless One, Inc. (the "Company"), pursuant to
a letter dated July 30, 1998 (the "Wireless Letter"), is
soliciting the consent (the "Consent") of Registered
Holders (as defined in the Wireless Letter) of the
Company's 13% Senior Notes due October 15, 2003 (the "1995
Senior Notes") and 13 1/2 % Senior Discount Notes due
August 1, 2006 (the "1996 Senior Discount Notes" and,
together with the 1995 Senior Notes, the "Notes") to
certain amendments (the "Proposed Amendments") to the
Indenture dated as of October 1, 1995, as amended by a
supplemental indenture, dated July 26, 1996 (together, the
"1995 Indenture"), between the Company and the United
States Trust Company of New York (the "Trustee"),
governing the 1995 Senior Notes, and the Indenture, dated
as of August 12, 1996 (the "1996 Indenture" and together
with the 1995 Indenture, the "Indentures"), between the
Company and the Trustee, governing the 1996 Senior
Discount Notes, described in the Wireless Letter.
The CUSIP No. for the 1995 Senior Notes is
97652H-AB-5; the CUSIP No. for the 1996 Senior Discount
Notes is 97652H-AC-3 (although the undersigned may hold
such Notes as part of units, which include the 1996 Senior
Discount Notes and warrants to purchase shares of the
Company's common stock; in which case, the CUSIP No. for
such units is 97652H-AD-1).
As the beneficial owner of the Notes listed on
Exhibit A attached hereto and incorporated herein by
reference, of which you are either (i) the Registered
Holder or (ii) a DTC Participant (as defined in the
Wireless Letter) and authorized to execute the Consent,
the undersigned hereby authorizes and directs you to
execute and deliver the Consent with respect to the Notes
beneficially owned by the undersigned (and as to which you
are such Registered Holder or DTC Participant) to evidence
the consent of the undersigned with respect to the
Proposed Amendments to the Indenture(s). You are further
authorized and directed to take all such other or further
action as may be necessary to carry out and effectuate the
purpose and intent of these instruction.
SIGN
Signature(s):
Name(s) (please print):
Address:
Telephone Number:
Date:
<PAGE>
EXHIBIT A
<TABLE>
<CAPTION>
NOTES AS TO WHICH CONSENTS TO THE PROPOSED AMENDMENTS
ARE TO BE DELIVERED, UNLESS OTHERWISE INDICATED
Consent is to be given to
Title of the Proposed Amendments
Issue Principal Amount*<dagger> ("Yes" or "No")*
<S> <C> <C>
13% Senior Notes
due
October 15, 2003
CUSIP No.
97652H-AB-5
13 1/2% Senior
Discount Notes due
April 1, 2006
CUSIP No.
97652H-AC-3**
</TABLE>
* Unless otherwise indicated, "Yes" will be assumed as to all Notes held by
you for the undersigned's account.
<dagger> Principal amount, as it pertains to the 13 1/2% Senior Discount
Notes due April 1, 2006, should be the principal amount at maturity.
**Some Registered Holders hold their 13 1/2 % Senior Discount Notes due
April 1, 2006 as part of units (which include such Notes and warrants to
purchase shares of the Company's common stock). The CUSIP No. for such
units is 97652H-AD-1.
