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) January 15, 1999
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 January 15, 1999, Wireless One, Inc. (the "Company")
issued the press release attached as exhibit 99.1 hereto and incorporated
by reference herein.
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
EXHIBIT NO. DESCRIPTION
99.1 Press Release dated January 15, 1999 of
Wireless One, Inc.
<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: January 15, 1999 /s/ Thomas G. Noulles
Thomas G. Noulles
Senior Vice President
[WIRELESS ONE LOGO]
CONTACT: Sean Flynn
Gavin Anderson & Co.
212-373-0230
UNOFFICIAL BONDHOLDERS COMMITTEE FORMED
Wireless One Implements Operational Restructuring
JACKSON, MISS., Jan. 15, 1999 - Wireless One, Inc. (OTC Bulletin Board -
WIRL) announced today that an unofficial ad hoc committee (the "Ad Hoc
Committee") of holders of its two series of unsecured senior notes
(collectively, the "Senior Notes") has been formed.
Wireless One said it has commenced negotiations with the Ad Hoc
Committee and other holders of the Company's debt securities, who the
Company believes represent, in the aggregate, more than 41% of the
outstanding Senior Notes, concerning a restructuring of the Company's
Senior Notes. The Company expects that such negotiations will lead to a
consensual restructuring which will result in a significant reduction in
or elimination of the Company's Senior Notes and a significant dilution
of the Company's outstanding equity. The Company said that upon reaching
an agreement with Senior Note holders, it intends to implement the
restructuring through a "prenegotiated" plan of reorganization under
Chapter 11 of the U.S. Bankruptcy Code. The Company said that it believes
implementation of its reorganization through Chapter 11 will help ensure
that it will continue to be able to provide uninterrupted service to its
subscribers and customers and to continue to pay its employees and
vendors throughout the reorganization process.
"We are very pleased the bondholders have formed a committee and are
eager to begin negotiations toward a financial restructuring," said Henry
Burkhalter, president and chief executive officer of Wireless One. "Our
objective is to implement our financial restructuring with minimal impact
on our operations. We believe that implementing our restructuring through
a `prenegotiated' Chapter 11 would be a prudent step that would allow us
to continue normal operations while we reorganize to become a stronger,
more viable company."
Many factors, some of which may be beyond the Company's control, may
affect the Company's ability to restructure its Senior Notes. These factors
include: the willingness of the members of the Ad Hoc Committee to agree to,
and the willingness of the holder's of a sufficient amount of the Company's
Senior Notes to agree to, any such restructuring; availability of sufficient
additional financing on terms acceptable to the Company; 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 successfully reach agreement upon a
"prenegotiated" plan of reorganization on a timely basis. The inability of the
Company to restructure its Senior Notes (or any significant delay in effecting
such restructuring) could have a material adverse affect upon the Company.
OPERATIONAL CHANGES
In addition to negotiations with the Ad Hoc committee, Wireless One
will implement several operational changes designed to reduce expenses
and streamline operations. Burkhalter said Wireless One will improve
customer service by consolidating the Company's 38 local market offices
into 28. As a result of the changes, approximately 20 percent of the
Company's corporate and field positions will be eliminated.
Under the new organization, Burkhalter said the Company will
"empower the field" by shifting the decision-making ability to 10
regional areas led by managers who will be responsible for the area's
profitability.
WIRELESS ONE, INC.
Wireless One, Inc., a Broadband Wireless Access provider, owns,
develops and operates wireless video, data and voice over Internet
protocol systems in eleven contiguous states in the Southeast U.S. The
Company's exclusive licenses in the Multi-point Multi-channel
Distribution System ("MMDS") and Wireless Communications Spectrum ("WCS")
allow them to reach an estimated 7,700,000 households and 700,000
businesses in 67 markets.
The Company provides wireless service to single family homes,
multiple dwelling properties, educational institutions and small to
medium businesses. The Company has a marketing alliance with
DIRECTV that enables it to provide expanded programming
via Direct Broadcast Satellite signal to single family homes and multiple
dwelling properties. In addition, the Company owns a 50 percent interest
in a joint venture, Wireless One of North Carolina, L.L.C, that holds
exclusive MMDS and WCS licenses in 13 North Carolina markets covering an
additional 3,000,000 households and 290,000 businesses.
FORWARD-LOOKING STATEMENT
Certain statements made in this press release, 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,
the factors described above and the availability, terms and conditions of
additional financing and of any restructuring of the Company's senior
notes, the future amount of the Company's negative cash flow, the future
results of the Company's operations, 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 issues,
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, 1997 and under the heading "Cautionary Statements" in
the Company's Form 10-Q for the quarter ended September 30, 1998.
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EDITORS NOTE: More information about Wireless One is available on the
Internet at
www. wirelessone.com.
