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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 4, 2000
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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ALAMOSA PCS HOLDINGS, INC.
(AND CERTAIN SUBSIDIARIES IDENTIFIED IN FOOTNOTE 1 BELOW)
(Exact name of co-registrants as specified in its charter)
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DELAWARE 4812 75-2843707
(State or other jurisdiction (Primary standard industrial (I.R.S. employer
of incorporation or classification code number) identification no.)
organization)
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4403 BROWNFIELD HIGHWAY
LUBBOCK, TEXAS 79407
(806) 722-1100
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
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DAVID E. SHARBUTT
CHIEF EXECUTIVE OFFICER
4403 BROWNFIELD HIGHWAY
LUBBOCK, TEXAS 79407
(806) 722-1100
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies of communications to:
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WM. S. KLEINMAN MARC S. ROSENBERG
HAYNES AND BOONE, LLP CRAVATH, SWAINE & MOORE
901 MAIN STREET, SUITE 3100 WORLDWIDE PLAZA
DALLAS, TEXAS 75202-3789 825 EIGHTH AVENUE
(214) 651-5000 NEW YORK, NEW YORK 10019
(212) 474-1000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [X] 333-93499
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED OFFERING PRICE(2) REGISTRATION FEE
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12 7/8% Senior Discount Notes due
2010(3)............................... $31,096,000(4) $8,210(4)
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(1) The following direct and indirect subsidiaries of Alamosa PCS Holdings, Inc.
are Co-Registrants (the "Guarantors"), each of which is organized in the
state indicated below and has the I.R.S. Employer Identification Number
indicated: Alamosa PCS, Inc., a Delaware corporation (74-2938804), Alamosa
Wisconsin GP, LLC, a Wisconsin limited liability company (75-2775324),
Alamosa Wisconsin Limited Partnership, a Wisconsin limited partnership
(74-2938839), Alamosa Delaware GP, LLC, a Delaware limited liability company
(75-2775324) and Texas Telecommunications, LP, a Texas limited partnership
(75-2851320).
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o) under the Securities Act of 1933.
(3) The notes are unconditionally (as well as jointly and severally) guaranteed
by the Guarantors on an unsecured, senior subordinated basis. Pursuant to
Rule 457(n) under the Securities Act, no separate filing fee will be paid in
respect of these guarantees.
(4) The Co-Registrants previously registered an aggregate of $156,000,000 of
senior discount notes on a registration statement on Form S-1 (File No.
333-93499) for which a filing fee of $41,185 was previously paid.
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EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended, and includes the Registration Statement
facing page, this page, the signature page, an exhibit index, an opinion of
counsel regarding the legality of the notes being offered hereby and a related
consent, and an accountant's consent. The Company hereby incorporates by
reference into this Registration Statement on Form S-1 in its entirety the
Registration Statement on Form S-1 (File No. 333-93499), as amended (including
the exhibits thereto), declared effective on February 2, 2000 by the Securities
and Exchange Commission (the "Commission").
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Alamosa has
duly caused this registration statement to be signed on its behalf by the
undersigned, hereunto duly authorized, in the City of Dallas, State of Texas, on
the 4th day of February, 2000.
ALAMOSA PCS HOLDINGS, INC.
By: /s/ DAVID E. SHARBUTT
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David E. Sharbutt
Chairman of the Board of Directors
and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on the 4th day of February, 2000.
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NAME TITLE DATE
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/s/ DAVID E. SHARBUTT Chairman of the Board of February 4, 2000
- ----------------------------------------------------- Directors and Chief Executive
David E. Sharbutt Officer
/s/ KENDALL W. COWAN Chief Financial Officer February 4, 2000
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Kendall W. Cowan
MICHAEL R. BUDAGHER* Director February 4, 2000
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Michael R. Budagher
RAY M. CLAPP, JR.* Director February 4, 2000
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Ray M. Clapp, Jr.
SCOTTY HART* Director February 4, 2000
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Scotty Hart
THOMAS HYDE* Director February 4, 2000
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Thomas Hyde
SCHUYLER B. MARSHALL* Director February 4, 2000
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Schuyler B. Marshall
TOM M. PHELPS* Director February 4, 2000
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Tom M. Phelps
REAGAN W. SILBER* Director February 4, 2000
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Reagan W. Silber
JIMMY R. WHITE* Director February 4, 2000
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Jimmy R. White
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David E. Sharbutt, by signing his name hereto, does sign and execute this
registration statement on behalf of each of the above-named officers and
directors of the registrant on this 4th day of February, 2000, pursuant to
powers of attorney executed on behalf of each of such officers and directors and
previously filed with the Securities and Exchange Commission.
*By: /s/ DAVID E. SHARBUTT
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David E. Sharbutt
Attorney-in-Fact
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INDEX TO EXHIBITS
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EXHIBIT NO. DESCRIPTION
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5.1 -- Opinion of Haynes and Boone, LLP
23.1 -- Consent of PricewaterhouseCooopers LLP
23.2 -- Consent of Haynes and Boone, LLP (contained in
legal opinion filed as Exhibit 5.1).
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EXHIBIT 5.1
[LETTERHEAD OF HAYNES AND BOONE, LLP]
February 4, 2000
Alamosa PCS Holdings, Inc.
Alamosa PCS, Inc.
Alamosa Wisconsin GP, LLC
Alamosa Wisconsin Limited Partnership
Alamosa Delaware GP, LLC
Texas Telecommunications, LLP
4403 Brownfield Highway
Lubbock, Texas 79407
Re: Registration Statement on Form S-1; File No. 333-93499; Senior
Discount Notes due 2010 and the guarantees thereof
Ladies and Gentlemen:
We have acted as special counsel for Alamosa PCS Holdings, Inc., a Delaware
corporation (the "Company"), and Alamosa PCS, Inc., a Delaware corporation,
Alamosa Wisconsin GP, LLC, a Wisconsin limited liability company, Alamosa
Wisconsin Limited Partnership, a Wisconsin limited partnership, Alamosa Delaware
GP, LLC, a Delaware limited liability company, and Texas Telecommunications, LP,
a Texas limited partnership (collectively, the "Guarantors"), in connection with
the proposed issuance by the Company of $350,000,000 aggregate principal amount
of 12 7/8% Senior Discount Notes due 2010, with gross proceeds of $187,096,000
(the "Notes") and the guarantees thereof by the Guarantors (the "Guarantees").
The Notes will be issued pursuant to an indenture (the "Indenture") among the
Company, the Guarantors and Norwest Bank Minnesota, N.A., as trustee (the
"Trustee"). We have previously delivered an opinion to you in connection with
the Registration Statement on Form S-1, File No. 333-93499, as amended to date
(the "Registration Statement") in connection with the Notes. The form of the
Notes and of the Indenture were filed as exhibits to the Registration Statement.
This opinion is delivered to you in connection with the additional
Registration Statement on Form S-1, filed with the Commission on February 4,
2000 (the "Additional Registration Statement") under Rule 462(b) promulgated
under the Securities Act of 1933, as amended.
In our capacity as your special counsel in connection with such
registration, we are familiar with the proceedings taken and proposed to be
taken by the Company and the Guarantors in connection with the authorization and
issuance of the Notes and the Guarantees and, for the purposes of this opinion,
have assumed such proceedings will be timely completed in the manner presently
proposed. In addition, we have made such legal and factual examinations and
inquiries, including an examination of
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Alamosa PCS Holdings, Inc.
February 4, 2000
Page 2
originals or copies certified or otherwise identified to our satisfaction
of such documents, corporate records and instruments, as we have deemed
necessary or appropriate for purposes of this opinion.
In our examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, and the
conformity to authentic original documents of all documents submitted to us
as copies.
The opinions expressed herein are specifically limited to the laws of
the State of Texas, the General Corporation Law of the State of Delaware,
and the federal securities laws of the United States of America.
Furthermore, to the extent that the opinions expressed above necessarily
involve consideration of the laws of the State of New York, we have
assumed, with your consent, that the laws of the State of New York are
identical in all respects to the laws of the State of Texas, other than as
to usury (as to which we express no opinion). We express no opinion with
respect to the applicability thereto, or the effect thereon, of the laws of
any other jurisdiction or as to any matters of municipal law or the laws of
any other local agencies within any state. In rendering our opinion in
paragraph 1 above, we have assumed that the choice of New York law in the
Agreements is valid and would be upheld by any court of competent
jurisdiction.
Subject to the foregoing and the other matters set forth herein, it is
our opinion that, as of the date hereof:
1. When executed and delivered by or on behalf of the Company and the
Guarantors and authenticated by the Trustee in accordance with the terms of
the Indenture, the Notes and the Guarantees will constitute valid and
binding obligations of the Company and the Guarantors, enforceable against
the Company and the Guarantors in accordance with their terms.
Specific Limitations and Qualifications on
Opinions Regarding Enforceability of the Notes and Guarantees
The enforceability of the Notes and the Guarantees are subject to (1)
the effects of (a) applicable bankruptcy, insolvency, reorganization,
moratorium, rearrangement, liquidation, conservatorship or similar laws of
general application now or hereafter in effect relating to or affecting the
rights or remedies of creditors generally, (b) general equity principles
(regardless of whether enforcement is sought in a proceeding in equity or
law), and (c) statutory provisions of the federal Bankruptcy Code and the
Uniform Fraudulent Conveyance Act as adopted by the State of Texas (and
related court decisions) pertaining to the voidability of preferential or
fraudulent transfers, conveyances and obligations, (2) the rights of the
United States under the Federal Tax Lien Act of 1966, as amended, and (3)
the application of a standard of "good faith" such as that defined in
Section 1.203 of the Uniform Commercial Code as adopted in the State of
Texas (the "Code"); provided, however, that
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Alamosa PCS Holdings, Inc.
February 4, 2000
Page 3
we note that any limitations referred to in clauses (1)(b), and (3) imposed
by such laws on the enforceability of the Notes and the Guarantees will not
prevent the holders thereof from the ultimate realization of the practical
benefits of such instruments, except for the economic consequences of any
judicial, administrative or other procedural delay that may result from
such laws.
We express no opinion as to the enforceability of any provisions of
the Notes or the Guarantees to the extent that such provisions: (1) state
that any party's failure or delay in exercising rights, powers, privileges
or remedies under the Notes or the Guarantees, as the case may be, shall
not operate as a waiver thereof; (2) purport to preclude the amendment,
waiver, release or discharge of obligations except by an instrument in
writing; (3) purport to indemnify any person for (a) such person's
violations of federal or state securities laws or environmental laws, or
(b) any obligation to the extent such obligation arises from or is a result
of such person's own negligence; (4) purport to establish or satisfy
certain factual standards or conditions; (5) purport to sever unenforceable
provisions from the Notes or the Guarantees, to the extent that the
enforcement of remaining provisions would frustrate the fundamental intent
of the parties to such instruments; (6) restrict access to legal or
equitable remedies; or (7) purport to waive any claim arising out of, or in
any way related to, the Notes or the Guarantees. We advise you that the
inclusion of such provisions in the Notes or the Guarantees does not render
void or invalidate the obligations and liabilities of the Company under
other provisions of such instruments.
We express no opinion as to: (1) whether a court would grant specific
performance or any other equitable remedy with respect to enforcement of
any provision contained in the Notes or the Guarantees; or (2) the
enforceability of any provision contained in the Indenture relating to the
appointment of a receiver, to the extent that appointment of a receiver is
governed by applicable statutory requirements, and to the extent that such
provision may not be in compliance with such requirements.
We express no opinion as to the enforceability of those provisions of
the Guarantees that state or mean that the Guarantees shall not be
impaired, adversely affected or released by any of the following: (1) any
action taken by any holder of the Notes in bad faith, for the purpose of or
with the effect of, impairing any of the Guarantors' rights of subrogation,
reimbursement, contribution, indemnity or exoneration against the Company,
any other guarantor or collateral for the obligations guaranteed; or (2) a
legal determination that the obligations guaranteed are void as a result of
illegality.
To the extent that the obligations of the Company or the Guarantors
under the Indenture may be dependent upon such matters, we assume for
purposes of this opinion that the Trustee is duly organized, validly
existing and in good standing under the laws of its jurisdiction of
organization; that the Trustee is duly qualified to engage in the
activities contemplated by the Indenture; that the Indenture has been duly
authorized, executed and delivered by the Trustee and constitutes the
legally valid and binding obligation of the Trustee, enforceable against
the Trustee in accordance with its
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Alamosa PCS Holdings, Inc.
February 4, 2000
Page 4
terms; that the Trustee is in compliance, generally and with respect to
acting as a trustee under the Indenture, with all applicable laws and
regulations; and that the Trustee has all requisite organizational and
legal power and authority to perform its obligations under the Indenture.
The opinion and beliefs expressed herein are for the sole benefit of,
and may only be relied upon by, you in connection with this transaction. In
no manner is our opinion to be relied upon by any other person or persons
other than whom it is expressly intended. This opinion letter is rendered
as of the date hereof and we assume no obligation to inform you (or any
third party) of any changes of law or fact that occur after the date
hereof, even though such change may affect this opinion letter.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the caption "Legal
Matters" in the Prospectus forming a part of the Registration Statement.
Very truly yours,
/s/ HAYNES AND BOONE, LLP
Haynes and Boone, LLP
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-1 of our report dated December 5, 1999, except as to Note 11
which is as of December 31, 1999, relating to the financial statements of
Alamosa PCS, LLC (a development stage enterprise), which appear in the
Registration Statement on Form S-1, as amended (File No. 333-93499). We also
consent to the references to us under the headings "Experts," "Summary Financial
and Operating Data" and "Selected Financial Data" in such Registration
Statement.
PRICEWATERHOUSECOOPERS LLP
Dallas, Texas
February 4, 2000
