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): May 21, 1999
WIRELESS ONE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
Delaware 0-26836 72-1300837
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
2506 Lakeland Drive, Jackson, Mississippi 39208
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (601) 936-1515
1080 River Oaks Drive, Suite A150, Jackson, Mississippi
(Former Name or Former Address, if Changed Since Last Report)
INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 5. Other Events.
The Company has determined to request an adjournment
of the hearing before the Bankruptcy Court for the
District of Delaware (the "Bankruptcy Court") to
consider approval of the disclosure statement related
to the plan of reorganization (the "Hearing") that
the Company filed with the Bankruptcy Court on March
15, 1999 (the "Plan"). The Hearing had been
scheduled for May 25, 1999.
As previously disclosed, the Company has been
reviewing the appropriateness of the provisions of
the Plan in light of recent acquisitions of other
companies in the wireless cable industry, and the
higher signal coverage estimates recently announced
by the Company. These recent acquisitions appear to
indicate substantially higher enterprise valuations
of such other wireless cable companies than the
valuations that formed the basis for the Plan. While
the Company has not yet concluded its revised
estimate of the Company's enterprise value, the
Company believes that its enterprise value upon
reorganization is substantially higher than the $160
million that the Plan assumed. As a result, the
company has determined that it would be inappropriate
to proceed with the Hearing.
On February 11, 1999, the Company disclosed that it
had reached an agreement (the "Bondholders
Agreement") with the Unofficial Noteholders Committee
and other holders of the Company's debt securities
regarding the financial reorganization of the
Company. The Plan embodied the terms of the
Bondholders Agreement and, under the Bondholders
Agreement, the parties (including the Company,
subject to its fiduciary duties) had agreed to
support the Plan and not to support any other plan of
reorganization. As a result of the adjournment of
the Hearing, the Company will not meet the May 31,
1999 deadline set in the Bondholders Agreement for
having the disclosure statement related to the Plan
approved by the Bankruptcy Court. The noteholders
who are parties to the Bondholders Agreement,
therefore, will have the right to terminate the
Bondholders Agreement.
There can be no assurance that, if the Company were
to revise the Plan, the revised plan would be
approved by any constituencies whose approval may be
required under the Bankruptcy Code (including the
Company's noteholders, if necessary) or whether any
such revised plan would be confirmed by the
Bankruptcy Court. There can also be no assurance
that the holders of the Company's common stock will
ultimately realize a recovery that is greater than or
equal to the recovery provided under the Plan or
that, if the Company ultimately determines to proceed
with the Plan, that a sufficient number of the
Company's noteholders will vote in favor of the Plan.
Certain statements made in this Report, including
statements that are not a statement of historical
fact, may constitute "forward-looking" statements as
defined in the Securities Act of 1933, as amended.
Such statements include, without limitation,
statements regarding future liquidity, cash needs and
alternatives to address capital needs, and are
indicated by words or phrases such as "anticipate,"
"estimate," "plans," "projects," "continuing,"
"ongoing," "expects," "management believes," "the
Company believes," "the Company intends," "we
believe," "we intend," and similar words or phrases.
Important factors that could cause actual results to
differ materially from the Company's expectations
include, without limitation, factors set forth above
relating to required approvals and confirmation of
any revised plan which might be filed by the Company,
the availability, terms and conditions of additional
financing that the Company will require, Bankruptcy
Court approval and any other approvals required for
such financing, any other matters requiring
Bankruptcy Court or other approvals, the future
amount of the Company's negative cash flow, the
future results of the Company's operations,
resolution of the Company's supply need for modems
used in the Company's high-speed Internet product,
business opportunities that may be presented to and
pursued by the Company, changes in laws or
regulations, uncertainty of the Company's ability to
obtain FCC authorizations, competition, physical
limitations of wireless cable transmission, changes
in general business and economic conditions in the
Company's operation regions and issues arising from
Year 2000 information technology matters, many of
which are beyond the control of the Company. Further
information regarding these and other factors that
might cause future results to differ from those
projected in the forward-looking statements is
described in more detail under the heading "Factors
That May Affect Future Results Of The Company" in the
Company's Form 10-K for the year ended December 31,
1998 and under the heading "Management's Discussion
and Analysis" in the Company's Form 10-Q for the
quarter ended March 31, 1999.
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 hereunto duly authorized.
WIRELESS ONE, INC.,
a Delaware corporation
Date: May 21, 1999 /S/ THOMAS G. NOULLES
----------------------------
Thomas G. Noulles
Senior Vice President
and General Counsel
