<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
ALAMOSA PCS HOLDINGS, INC.
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(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE
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(Title of Class of Securities)
011593100
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(CUSIP Number)
THOMAS HYDE
9796 N. INTERSTATE 20
MERKEL, TEXAS 79536
(915) 928-3200
(915) 928-3168 (FAX)
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
FEBRUARY 7, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the Schedule, including all exhibits. See Section 240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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SCHEDULE 13D
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CUSIP No. - 011593100 Page 2 of 7 Pages
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<TABLE>
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<S> <C>
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
Taylor Telecommunications, Inc.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
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7 SOLE VOTING POWER
NUMBER OF 0
SHARES --------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 5,175,700
REPORTING --------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
--------------------------------------------
10 SHARED DISPOSITIVE POWER
5,175,700
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,175,700
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.4%
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14 TYPE OF REPORTING PERSON
CO
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</TABLE>
<PAGE> 3
SCHEDULE 13D
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CUSIP No. - 011593100 Page 3 of 7 Pages
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<TABLE>
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<S> <C> <C>
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
Taylor Telephone Cooperative, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
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7 SOLE VOTING POWER 0
NUMBER OF
SHARES ------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 5,175,700
OWNED BY
EACH ------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER 0
PERSON
WITH ------------------------------------------------
10 SHARED DISPOSITIVE POWER 5,175,700
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,175,700
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.4%
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14 TYPE OF REPORTING PERSON
CO
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</TABLE>
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Page 4 of 7 Pages
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ITEM 1. SECURITY AND ISSUER
This Schedule 13D relates to the common stock, par value $0.01 (the
"Common Stock") of Alamosa PCS Holdings, Inc., a Delaware corporation (the
"Alamosa"). The principal executive offices of Alamosa are located at 4403
Brownfield Highway, Lubbock, Texas 79407.
ITEM 2. IDENTITY AND BACKGROUND
This statement is filed by Taylor Telecommunications, Inc. ("Taylor")
and Taylor Telephone Cooperative ("TTC," and together with Taylor, the
"Reporting Persons"). Taylor is a wholly-owned subsidiary of TTC. An agreement
among the Reporting Persons with respect to the filing of this statement is
attached hereto as Exhibit 1.
Taylor is a Texas corporation. The principal business activities of
the Taylor is to provide cellular service and to operate and maintain fiber
optic capacity for lease. TTC is a Texas corporation. TTC provides telephone
services as a telephone cooperative. The principal business and office address
of each of the Reporting Persons is 9796 N. Interstate 20, Merkel, Texas 79536.
The name, business address, present principal occupation or
employment, and citizenship of each director and executive officer of the
Reporting Persons are set forth on Attachment A hereto. Such persons disclaim
beneficial ownership of the shares of Common Stock held by Taylor.
During the last five years, none of the Reporting Persons nor, to the
best of their knowledge, any of their directors or executive officers, has been
(1) convicted of any criminal proceeding (excluding traffic violations or
similar misdemeanors) or (2) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to such
laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On February 3, 2000, Taylor acquired 75,700 shares of Common Stock for
$15.8525 per share, the initial public offering price less the underwriting
discount, by exercising its right to purchase a portion of up to 10% of the
common stock offered to the public in Alamosa's initial public offering of
Common Stock (the "10% Shares"). Taylor used borrowings from an established
line of credit with Rural Telephone Finance Cooperative to finance the
acquisition of the 10% Shares.
On February 7, 2000, Taylor acquired an additional 5,100,000 shares of
Common Stock of Alamosa as a result of a merger of Alamosa PCS Holdings, Inc.,
a Texas corporation ("Alamosa-Texas"), with and into its wholly-owned
subsidiary, Alamosa. Taylor's shares of
<PAGE> 5
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Page 5 of 7 Pages
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Alamosa-Texas' common stock were exchanged for shares of Common Stock of
Alamosa at a ratio of 1:1 (the "Merger Shares").
ITEM 4. PURPOSE OF THE TRANSACTION
As stated in Item 3 above, the Reporting Persons acquired the Merger
Shares as a result of the merger.
The Reporting Persons acquired the 10% Shares and the Merger Shares
for investment purposes. Depending on market conditions and other factors, the
Reporting Persons may acquire additional shares as they deem appropriate,
whether in open market purchases, privately negotiated transactions or
otherwise. The Reporting Persons also reserve the right to dispose of some or
all of their shares in the open market, in privately negotiated transactions to
third parties or otherwise. The Reporting Persons have no plans or proposals
which relate to or would result in any action specified in clauses (a) through
(j) of Item 4 of Schedule 13D.
Mr. Thomas Hyde, the Manager of Taylor and TTC, currently serves on
the board of directors of Alamosa. However, there is no agreement or
arrangement among the Reporting Persons and Alamosa or any other person for him
to continue to serve as a director of Alamosa.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The responses of each Reporting Person to Items 7, 8, 9, 10, 11 and 13
on the cover page of this statement and Attachment A hereto relating to
beneficial ownership as well as voting and dispositive power are incorporated
herein by reference. The Reporting Persons share voting and dispositive power as
a result of their parent-subsidiary relationships.
Except as set forth in Item 3 above and Attachment A hereto, no
Reporting Person nor, to the best knowledge of the Reporting Persons, any
person identified on Attachment A, beneficially owns any shares of Common Stock
or has effected any transactions in shares of Common Stock during the preceding
60 days.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Taylor and Mr. Hyde have each entered into Lockup Agreements with
Salomon Smith Barney Inc. on behalf of the underwriters (herein so called), the
form of which is attached hereto as Exhibit 2, dated February 2, 2000. The
Lockup Agreements provide that those persons will not, directly or indirectly,
offer, pledge, sell, or otherwise dispose of any shares of capital stock of
Alamosa, including but not limited to the filing, or participation in the
filing, of a registration statement with the Securities and Exchange Commission
(the "SEC") in respect of, or establish or increase a put equivalent position or
liquidate or decrease a call equivalent position within the meaning of Section
16 of the Securities Exchange Act of 1934, as amended, and the rules and
regulations of the SEC promulgated thereunder with respect to, any shares of
capital stock or any securities convertible into, or exercisable or exchangeable
for such capital stock, or publicly announce an intention to effect any such a
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Page 6 of 7 Pages
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transaction, without prior written consent of Salomon Smith Barney Inc. until
July 31, 2000.
Except as set forth above, no Reporting Person nor, to the best
knowledge of the Reporting Persons, any person identified on Attachment A is a
party to any other contract, arrangement, understanding or relationship, legal
or otherwise, with respect to any securities of Alamosa.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit l Joint Filing Agreement, dated as of February 16, 2000,
entered into by and between Taylor Telecommunications, Inc.
and Taylor Telephone Cooperative, Inc.
Exhibit 2 Form of Lockup Agreement
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Page 7 of 7 Pages
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SIGNATURE
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, each of the undersigned certifies that the information
set forth in this statement is true, complete and correct.
Date: February 16, 2000
TAYLOR TELECOMMUNICATIONS, INC.
By: /s/ THOMAS HYDE
------------------------
Thomas Hyde
Manager
TAYLOR TELEPHONE COOPERATIVE, INC.
By: /s/ THOMAS HYDE
------------------------
Thomas Hyde
Manager
<PAGE> 8
ATTACHMENT A
DIRECTORS AND EXECUTIVE OFFICERS OF
TAYLOR TELECOMMUNICATIONS, INC. ("TAYLOR") AND
TAYLOR TELEPHONE COOPERATIVE, INC. ("TTC")
<TABLE>
<CAPTION>
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PRESENT BUSINESS PRESENT PRINCIPAL AMOUNT OF DATE PRICE PER TYPE OF PLEDGED?
----------------- ------------------ ---------- ----- --------- -------- -------
NAME AND POSITION ADDRESS OCCUPATION SECURITIES ACQUIRED SHARE TRANSACTION
----------------- ------- ---------- ---------- -------- ----- -----------
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<S> <C> <C> <C> <C> <C> <C> <C>
Thomas Hyde*, 9796 N. Interstate 20 Manager of Taylor 28,000* 12/9/99 $17.00 Director's NO
Manager of Taylor Merkel, TX and TTC Options
and TTC 79536
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Jack J. Farmer, 5215 CR 241 Self-Employed 0 N/A N/A N/A N/A
President of Taylor and Clyde, TX Farmer
TTC 79510
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Sam West, 604 FM 604 Self-Employed 0 N/A N/A N/A N/A
Vice President of Taylor Abilene, TX Farmer
and TTC 79601
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Frank Antilly, 17666 Hwy 277 S Self-Employed 0 N/A N/A N/A N/A
Secretary of Wingate, TX Rancher
Taylor and TTC 79566
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J. L. Poor, 2560 FM 605 Retired 500 2/3/00 $17.00 Directed Share NO
Member of Hawley, TX 600 2/3/00 $28.00 Purchase/
Taylor and TTC 79525 Open Market
Purchase
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Charles Byers, 11967 FM 1265 Self-Employed 0 N/A N/A N/A N/A
Member of Merkel, TX 79536 Farmer
Taylor and TTC
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Delmon Smith, 102 CR 143 Retired 1000 2/3/00 $31.00 Open Market NO
Member of Lawn, TX Purchase
Taylor of TTC 79530
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Tommy Cumby, 326 FM 614 Auto Parts 200 2/3/00 $29.94 Open Market NO
Asst. Secretary and Ovalo, TX 79541 Manager Purchase
Treasurer of Taylor
and TTC
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</TABLE>
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<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
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Doug Bryan, 3109 CR 209 Self-Employed 0 N/A N/A N/A N/A
Member of Wingate, TX Farmer
Taylor and TTC 29566
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Louis Brooks, Jr., P.O. Box 47 Self-Employed 200 2/3/00 $29.51 Open Market NO
Member of Sweetwater, TX Rancher Purchase
Taylor and TTC 79556
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</TABLE>
* Mr. Hyde has the right to acquire 28,000 shares at a price of $17.00
per share pursuant to options granted under Alamosa's stock option
plan. Such options are exercisable immediately and expire on December
9, 2009.
<PAGE> 10
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
l Joint Filing Agreement, dated as of February 16, 2000,
entered into by and between Taylor Telecommunications, Inc.
and Taylor Telephone Cooperative, Inc.
2 Form of Lockup Agreement
</TABLE>
<PAGE> 1
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) promulgated under the Securities
Exchange Act of 1934, as amended, the persons named below agree to the joint
filing on behalf of each of them a Statement on Schedule 13D (including
amendments thereto) with regard to the common stock of Alamosa PCS Holdings,
Inc., and further agree that this Joint Filing Agreement be included as an
Exhibit to such joint filings. In evidence thereof, the undersigned, being duly
authorized, hereby execute this Agreement as of the 16th day of February, 2000.
TAYLOR TELECOMMUNICATIONS, INC.
By: /s/ THOMAS HYDE
---------------------
Thomas Hyde
Manager
TAYLOR TELEPHONE COOPERATIVE
By: /s/ THOMAS HYDE
---------------------
Thomas Hyde
Manager
<PAGE> 1
[FORM OF LOCK-UP AGREEMENT] EXHIBIT 2
[LETTERHEAD OF UNDERSIGNED]
Alamosa PCS Holdings, Inc.
Public Offering of Common Stock
, 2000
Salomon Smith Barney Inc.
Lehman Brothers Inc.
Credit Suisse First Boston Corporation
Deutsche Bank Securities Inc.
As Representatives of the several Underwriters,
c/o Salomon Smith Barney Inc.
388 Greenwich Street
New York, New York 10013
Ladies and Gentlemen:
This letter is being delivered to you in connection with the proposed
Underwriting Agreement (the "Underwriting Agreement"), between Alamosa PCS
Holdings, Inc., a corporation (the "Company"), and each of you as
representatives of a group of Underwriters named therein, relating to an
underwritten public offering of Common Stock, $.01 par value (the "Common
Stock"), of the Company.
In order to induce you and the other Underwriters to enter into the
Underwriting Agreement, the undersigned will not, without the prior written
consent of Salomon Smith Barney Inc., offer, sell, contract to sell, pledge or
otherwise dispose of, (or enter into any transaction which is designed to, or
might reasonably be expected to, result in the disposition (whether by actual
disposition or effective economic disposition due to cash settlement or
otherwise) by the Company or any affiliate of the Company or any person in
privity with the Company or any affiliate of the Company) directly or
indirectly, including the filing (or participation in the filing of) a
registration statement with the Securities and Exchange Commission in respect
of, or establish or increase a put equivalent position or liquidate or decrease
a call equivalent position within the meaning of Section 16 of the Securities
Exchange Act of 1934, as amended, and the rules and regulations of the
Securities and Exchange Commission promulgated thereunder with respect to, any
shares of capital stock of the Company or any securities convertible into, or
exercisable or exchangeable for such capital stock, or publicly announce an
intention to effect any such transaction, for a period of 180 days after the
date of the Underwriting Agreement, other than shares of Common Stock disposed
of as bona fide gifts to persons who also enter into lock-
<PAGE> 2
up agreements in the form hereof which terminate 180 days after the date of the
Underwriting Agreement.
If for any reason the Underwriting Agreement shall be terminated prior
to the Closing Date (as defined in the Underwriting Agreement), the agreement
set forth above shall likewise be terminated.
Yours very truly,
[SIGNATURE OF OFFICER, DIRECTOR OR MAJOR
STOCKHOLDER]
[NAME AND ADDRESS OF OFFICER, DIRECTOR OR MAJOR
STOCKHOLDER]
