Amendment No.1 to Report on Form 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A-1
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (Date of earliest event reported): February 11, 1999
WIRELESS ONE, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 0-26836 72-1300837
(State or Other (Commission File Number) (IRS Employer
Jurisdiction of Identification
Incorporation Number)
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 39208
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
Item. 3 BANKRUPTCY OR RECEIVERSHIP
On February 11, 1999, Wireless One, Inc. (the "Company") filed a
Current Report on Form 8-K reporting, among other matters, its filing
of a voluntary petition for reorganization under Chapter 11 of the United
States Bankruptcy Code.
The table entitled "Proposed Capitalization And Reorganization
Value" included in the Restructuring Term Sheet attached as Exhibit
99.2 to the Company's 8-K contained two typographical errors and is
being re-filed in its corrected version as Exhibit 99.4 hereto.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
99.4 Proposed Capitalization and Reorganization Value Table
SIGNATURE
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., a Delaware corporation
BY: /s/ Henry M. Burkhalter
----------------------------
Henry M. Burkhalter
Chief Executive Officer
EXHIBIT INDEX
EXHIBITS
(c) Exhibits
99.4 Proposed Capitalization and Reorganization Value Table
EXHIBIT 99.4
Proposed Capitalization
and Reorganization Value
<TABLE>
<CAPTION>
Amount Number
in of
New Wireless One's Capitalization $ million Shares (000's)
- ------------------------------------------------------------------------------
<S> <C> <C>
BTA Notes $ 24.90 N/A
New Common Stock
Old Unsecured Bondholders $ 129.70 9,600
Old Common Stock Holders $ 5.40 400
Total Enterprise Value Upon Reorganization $ 160.00 10,000
</TABLE>
<TABLE>
<CAPTION>
Warrants & Options
- ------------------------------------------------------------------------------
<S> <C> <C>
EXERCISE PRICE
--------------
Options to Management
5 Year options to purchase 444,000 shares $ 13.51
5 Year options to purchase 666,000 shares To be determined by the New
Board of Directors
Warrants to Old Common Stock Holders
5 Year warrants to purchase 1,235,000 shares $ 29.46
</TABLE>
THE ESTIMATES OF ENTERPRISE VALUE SET FORTH HEREIN REPRESENT
HYPOTHETICAL REORGANIZATION ENTERPRISE VALUES THAT WERE DEVELOPED
SOLELY FOR THE PURPOSE OF THE PLAN. SUCH ESTIMATES REFLECT
COMPUTATIONS OF THE ESTIMATED ENTERPRISE VALUE OF REORGANIZED WIRELESS
ONE THROUGH THE APPLICATION OF VARIOUS GENERALLY ACCEPTED VALUATION
TECHNIQUES AND DO NOT REFLECT OR CONSTITUTE APPRAISALS OF THE ASSETS
OF THE COMPANY OR THE ACTUAL MARKET VALUE OF THE COMPANY BECAUSE SUCH
ESTIMATES ARE INHERENTLY UNCERTAIN. NEITHER THE COMPANY NOR BT ALEX.
BROWN ASSUMES RESPONSIBILITY FOR THEIR ACCURACY.
