-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AWDfSeIExHXbb/cg5epcVR66XWs6Du7b7jc+/mGfCWKUEn1xOUligynBE2f05o9T lw2H9wWQOQdxjpEecCU+NA== 0000899140-99-000304.txt : 19990504 0000899140-99-000304.hdr.sgml : 19990504 ACCESSION NUMBER: 0000899140-99-000304 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990429 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990503 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PEOPLES CHOICE TV CORP CENTRAL INDEX KEY: 0000903275 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 061366643 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-21920 FILM NUMBER: 99608425 BUSINESS ADDRESS: STREET 1: 2 CORPORATE DRIVE STE 249 CITY: SHELTON STATE: CT ZIP: 06484 BUSINESS PHONE: 2039257900 MAIL ADDRESS: STREET 2: TWO CORPORATE DR SUITE 249 CITY: SHELTON STATE: CT ZIP: 06484 8-K 1 CURRENT REPORT ON FORM 8-K 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): April 29, 1999 People's Choice TV Corp. - -------------------------------------------------------------------------------- (Exact Name of Registrant as specified in its Charter) Delaware 0-21920 06-1366643 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission File No.) (I.R.S. Employer of corporation) Identification No.) 2 Corporate Drive Shelton, Connecticut 06484 - -------------------------------------------------------------------------------- (Address of Principal (Zip Code) Executive Offices) Registrant's telephone number, including area code: (203) 925-7900 ---------------------- N/A - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) Item 5. Other Events. On April 29, 1999, People's Choice TV Corp., a Delaware corporation (the "Company") issued a press release relating to recent transactions which Sprint Corporation ("Sprint") has entered into with certain stockholders of the Company, pursuant to which the consideration to be received by each common stockholder of the Company in Sprint's pending acquisition of the Company will be increased from $8.00 to $10.00 per share in cash. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Item 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements of Business acquired: None (b) Pro Forma Financial Information: None (c) Exhibits: Exhibit 99.1 Press Release SIGNATURE Pursuant to the requirements of the Securities Exchange Act, of 1934, as amended, the registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized. Date: April 30, 1999 By: /s/ Matthew Oristano ------------------------------------- Matthew Oristano Chairman and Chief Executive Officer EX-99.1 2 PRESS RELEASE Exhibit 99.1 ------------ SPRINT CORPORATION INCREASES AMOUNT TO BE PAID FOR PEOPLE'S CHOICE TV CORP. COMMON STOCK TO $10.00 PER SHARE -------------------------------- Shelton, Connecticut -- People's Choice TV Corp. (OTC Bulletin Board: PCTV) announced today that, as a result of recent transactions into which Sprint Corporation (NYSE: FON) has entered into with certain stockholders of PCTV, the consideration to be received by each common stockholder of PCTV in Sprint's pending acquisition of PCTV will be increased from $8.00 to $10.00 per share in cash. In a public filing made today with the Securities and Exchange Commission, Sprint Corporation disclosed that it has recently entered into option agreements with certain stockholders of PCTV to acquire from them an aggregate of 2,227,000 shares of PCTV common stock at a price of $10.00 per share. The definitive Agreement and Plan of Merger that PCTV and Sprint signed on April 12, 1999 provides that if Sprint acquires or obtains options to acquire any additional shares of PCTV common stock at a price in excess of $8.00 per share, the consideration to be paid by Sprint in the merger would be increased to that higher price. In its filing with the SEC, Sprint states it now beneficially owns shares representing 49.997% of the outstanding voting power of PCTV. Consummation of Sprint's acquisition of PCTV is subject to the receipt of PCTV stockholder and government regulatory approvals. All statements contained herein that are not historical fact are based on current expectations. These statements are forward looking in nature and involve a number of risks and uncertainties. Actual results may differ materially. All such statements should be considered with regard to the risk factors described in the Company's reports filed with the SEC. The Company wishes to caution readers not to place undue reliance on any such forward looking statements, which statements speak only as of the date made. People's Choice TV Corp. is a wireless communications company with wireless transmission capacity in nine major cities located in the southwest and midwest. The Company provides wireless cable television service in Chicago, Houston, Phoenix, Detroit, St. Louis and Tucson and provides wireless high-speed data communications service marketed under the name of SpeedChoice(TM) in the Detroit and Phoenix markets. CONTACT: Robert Hoskins, Director of Media Relations of People's Choice TV Corp., 602-684-1557. -----END PRIVACY-ENHANCED MESSAGE-----