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 14, 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 14, 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 18, 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 14, 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.
<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(3)
99.2 Press Release dated August 14, 1998 of the Registrant
(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.
<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: August 14, 1998 /S/ HENRY M. BURKHALTER
-----------------------
Henry M. Burkhalter
Chief Executive Officer
EXHIBIT 99.2
PRESS RELEASE
WIRELESS ONE, INC. ANNOUNCES EXTENSION
OF CONSENT SOLICITATION
Jackson, MS, August 14, 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, which was originally scheduled to
expire on August 13, 1998, will now expire at 5:00 p.m., New York City
time, on August 18, 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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