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: November 8, 2000
(Date of earliest event reported) November 6, 2000
DOBSON COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)
OKLAHOMA 333-23769 73-1110531
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
13439 North Broadway Extension, Suite 200
Oklahoma City, Oklahoma 73114
(Address of principal executive offices) (Zip Code)
(405) 529-8500
(Registrant's telephone number, including area code)
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INFORMATION TO BE INCLUDED IN THE REPORT
Item 5. OTHER EVENTS
On November 6, 2000, the Registrant entered into an
agreement with AT&T Wireless Services, Inc. providing for the
purchase by AT&T Wireless of $200.0 million liquidation
preference amount of the Registrant's Class A Convertible
Preferred Stock, a new series of preferred stock. The agreement
is subject to approval by the boards of directors of the
Registrant, AT&T Corp., the parent of AT&T Wireless, and to
regulatory approvals, and to customary closing conditions.
Each share of the Registrant's Series A Convertible
Preferred Stock will have a liquidation preference of $1000 plus
accrued and unpaid dividends, and will provide for cumulative
annual dividends which will accrue for the first five years
following issuance and, thereafter, at the Registrant's option,
may be paid either in cash or in shares of the Registrant's Class
A common stock. The Series A Convertible Preferred Stock will be
convertible into a number of shares of the Registrant's Class A
common stock within a conversion collar determined with reference
to the market price of the Registrant's Class A common stock at a
future date. Based on the conversion collar in the agreement,
and on a fully diluted basis, upon full conversion AT&T Wireless
would increase its ownership percentage of the Registrant from
its current 4.6% to between approximately 11.5% and 14.0%.
If all approvals are obtained, the agreement is expected to
close in the first quarter of 2001.
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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 hereunto duly authorized.
Date: November 8, 2000 Dobson Communications Corporation
(Registrant)
By RONALD L. RIPLEY
Ronald L. Ripley, Vice President
