<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
Hickory Tech Corporation
-----------------------------------------------------------
(Name of Issuer)
Common Stock, no par value, $0.10 stated value per share
-----------------------------------------------------------
(Title of Class of Securities)
429060
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(CUSIP Number)
Jeffrey A. Christianson
Senior Vice President, General Counsel
Western Wireless Corporation
3650 131st Avenue, S.E.
Bellevue, WA 98006
(425) 586-8700
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(Name, Address and Telephone Number of Person Authorized to
Receive Notes and Communications
August 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 that is the subject of this Schedule 13D, and is
filing this schedule because of Section 240.13d-1(e), Section
240.13d-1(f) or Section 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(b) 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
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information which would alter the 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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=============================
CUSIP NO. 429060 SCHEDULE 13D
=============================
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Western CLEC Corporation
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions) WC
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
===============================================================================
7 SOLE VOTING POWER
NUMBER OF SHARES
0
BENEFICIALLY ---------------------------------------
8 SHARED VOTING POWER
OWNED BY
976,110
EACH ---------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON WITH ---------------------------------------
10 SHARED DISPOSITIVE POWER
976,110
================================================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
976,110
--------------------------------------------------------------------------------
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
7.07 %
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 5
=============================
CUSIP NO. 429060 SCHEDULE 13D
=============================
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
WWC CLEC Holding Corporation
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions) WC
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
================================================================================
7 SOLE VOTING POWER
NUMBER OF SHARES 0
---------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 976,110
---------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
---------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER
976,110
================================================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
976,110
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
--------------------------------------------------------------------------------
<PAGE> 6
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
7.07%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 7
=============================
CUSIP NO. 429060 SCHEDULE 13D
=============================
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Western Wireless Corporation
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions) WC
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Washington
================================================================================
7 SOLE VOTING POWER
NUMBER OF SHARES 0
---------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 976,110
---------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
0
REPORTING
---------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER
976,110
================================================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
976,110
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
--------------------------------------------------------------------------------
<PAGE> 8
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
7.07%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 9
ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D ("Schedule 13D") relates to the voting
common stock, no par value, $0.10 stated value per share (the "Common Stock"),
of Hickory Tech Corporation, a Minnesota corporation (the "Issuer"). The address
of the Issuer's principal office is 221 East Hickory Street, P.O. Box 3248,
Mankato, MN 56002-3248.
ITEM 2. IDENTITY AND BACKGROUND
The name and state of formation or citizenship, as applicable, of each
person or entity reporting pursuant to this Schedule 13D (each, a "Reporting
Person") is herein incorporated by reference to questions 1 and 6 on the cover
page of each respective Reporting Person. The address of each Reporting Person
is 3650 131st Avenue, SE, Bellevue, Washington 98006. The name, address,
citizenship and principal business or occupation of each director or executive
officer of each Reporting Person (each, a "Disclosed Party" and collectively,
the "Disclosed Parties"), as required by Instruction C to Schedule 13D, is set
forth in Item 5 and Schedule 1 referred to therein.
Western CLEC Corporation is a wholly owned subsidiary of WWC CLEC
Holding Corporation, which is a wholly owned subsidiary of Western Wireless
Corporation, a public company. Western Wireless Corporation ("WWC") provides
wireless communications services in the United States principally through the
ownership and operation of cellular systems. The cellular operations are
primarily in rural areas. As of December 31, 1999 WWC provided cellular services
in 19 western states under the brand name "Cellular One," serving over 834,000
subscribers. WWC also operated wireless networks in six foreign countries as of
December 31, 1999 serving 320,000 customers and was constructing networks in
three additional regions.
During the last five years, no Reporting Person or, to the knowledge of
the Reporting Persons, no Disclosed Party, has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or has been 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
All the Common Stock held by the Reporting Persons was purchased by
them. The total purchase price of all the Common Stock held by the Reporting
Persons was $14,706,697. The initial filing on Schedule 13D made by the
Reporting Persons on August 7, 2000 was with respect to 936,110 shares of Common
Stock purchased for $13,847,572. On August 7, 2000, the Reporting Persons
purchased an additional 40,000 shares of Common Stock for $859,125. The source
of funds for the purchase of this Common Stock was the working capital of the
Reporting Persons.
ITEM 4. PURPOSE OF TRANSACTION
The Reporting Persons purchased the Common Stock they hold for the
purpose of
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acquiring an equity interest in the Issuer and do not presently have any plans
to acquire control of the Issuer. The Reporting Persons have in the past
analyzed the operating results of the Issuer and may consider the possibility of
acquiring control of the Issuer in the future. The Reporting Persons may also
seek to acquire some or all the assets of the Issuer in the future.
After the Reporting Persons had acquired
approximately four percent of the Issuer's Common Stock, their representative
informed the Issuer's president and CEO of their acquisitions and of their
intent to make further acquisitions.
Because the Reporting Persons may consider seeking to acquire control or
assets of the Issuer, the Reporting Persons' positions cannot be considered
solely those of passive investors. However, it should not be assumed that the
Reporting Persons will formulate a plan to acquire control or assets of the
Issuer. The Reporting Persons have been buying and may continue to buy shares of
the Issuer. The Reporting Persons intend to review their evaluation of the
Issuer's business and prospects continuously and upon future developments
(including, but not limited to, the attitude of the Board of Directors and
management of the Issuer, general economic conditions and money and stock market
conditions), determine to cease buying shares of the Issuer or to increase or
decrease its position in the Issuer. The Reporting Persons do not presently
intend to make a tender offer for shares of the Issuer or propose to the Issuer
a merger or similar transaction. As part of their continuing review of their
position in the Issuer, however, the Reporting Persons may change their present
intention and determine to make a tender offer for shares of the Issuer or
propose to the Issuer a merger or similar transaction.
Except as set forth above, the Reporting Persons do not have any plans
or proposals that relate to or would result in any of the matters referred to in
items (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a)-(b) The responses of each Reporting Person to Items 7 through 13 on
each of their respective cover pages which relate to the beneficial ownership of
the Common Stock and the responses of all Disclosed Persons set forth on
Schedule 1 hereto are incorporated herein by reference. All responses reflect
beneficial ownership as of the date of this filing. The percentage ownership
responses are based upon the outstanding number of shares set forth in the
Issuers Quarterly Report on Form 10-Q for the fiscal quarter ended March 31,
2000.
(c)None, except as reflected in (a) and (b).
(d)-(e) None.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
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There are no contracts, arrangements, understandings or relationships
with respect to the securities of the Issuer among the Reporting Persons or
between any Reporting Person and any other person.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
WESTERN CLEC CORPORATION
By: /s/ John W. Stanton
Date: August 9, 2000 -----------------------------
Name: John W. Stanton
Title: Chief Executive Officer
WWC CLEC HOLDING CORPORATION
By: /s/ John W. Stanton
Date: August 9, 2000 -----------------------------
Name: John W. Stanton
Title: Chief Executive Officer
WESTERN WIRELESS CORPORATION
By: /s/ John W. Stanton
Date: August 9, 2000 -----------------------------
Name: John W. Stanton
Title: Chief Executive Officer
<PAGE> 13
Schedule 1
INFORMATION FOR REPORTING PERSONS AND GENERAL PARTNERS, MEMBERS AND/OR
DIRECTORS AND EXECUTIVE OFFICERS OF REPORTING PERSONS
The following table sets forth the name, business address, and present
principal occupation or principal business of each director and executive
officer of each Reporting Person. For each person listed, the number of shares
with respect to which such person or entity has sole voting power, shared voting
power and beneficially owns is none, and each person disclaims beneficial
ownership of all shares held by any Reporting Person. The business address of
each such person is 3650 131st Avenue, SE, Bellevue, Washington 98006. Each such
person is a citizen of the United States, and the principal occupation of each
such person is his or her affiliation with Western Wireless Corporation except
as otherwise indicated.
WESTERN WIRELESS CORPORATION ("WWC")
<TABLE>
<CAPTION>
NAME RELATIONSHIP TO WWC
---- -------------------
<S> <C>
John W. Stanton Chairman, Director and Chief Executive
Officer
Donald Guthrie Vice Chairman
Mikal J. Thomsen President and Chief Operating Officer
Theresa E. Gillespie Executive Vice President
Alan R. Bender Executive Vice President and Secretary
Bradley J. Horwitz Executive Vice President International
H. Stephen Burdette Senior Vice President
Jeffrey A. Christianson Senior Vice President, General Counsel
Scott A. Soley Executive Director of Accounting (Chief
Accounting Officer)
John L. Bunce, Jr. Director(1)
Mitchell R. Cohen Director(1)
Daniel J. Evans Director(2)
Jonathan M. Nelson Director(3)
Terence M. O'Toole Director(4)
</TABLE>
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1. Managing Director of Hellman & Friedman
2. Chairman of Daniel J. Evans Associates
3. President and CEO of Providence Equity Partners Inc.
4. Managing Director, Goldman, Sachs & Co. Inc.
WESTERN CLEC CORPORATION ("CLEC")
<TABLE>
<CAPTION>
NAME RELATIONSHIP TO CLEC
---- --------------------
<S> <C>
John W. Stanton Chairman and Chief Executive Officer
Mikal J. Thomsen President and Chief Operating Officer
Donald Guthrie Director and Vice Chairman
Theresa E. Gillespie Director, Executive Vice President
Alan R. Bender Director and Executive Vice President
Jeffrey Christianson Senior Vice President, General Counsel
and Secretary
H. Stephen Burdette Senior Vice President
</TABLE>
WWC CLEC HOLDING CORPORATION ("HOLDING")
<TABLE>
<CAPTION>
NAME RELATIONSHIP TO HOLDING
---- -----------------------
<S> <C>
John W. Stanton Chairman and Chief Executive Officer
Mikal J. Thomsen President and Chief Operating Officer
Donald Guthrie Director and Vice Chairman
Theresa E. Gillespie Director, Executive Vice President
Alan R. Bender Director and Executive Vice President
Jeffrey Christianson Senior Vice President, General Counsel
and Secretary
H. Stephen Burdette Senor Vice President
</TABLE>
<PAGE> 15
Schedule 2 to Schedule 13D
August 9, 2000
Pursuant to Rule 13d-1(k)(1) of the Securities and Exchange Act of 1934,
as amended, this will confirm the agreement by and among all of the undersigned
that the Schedule 13D filed on or about this date with respect to the beneficial
ownership of the undersigned of shares of the Common Stock of Hickory Tech
Corporation, is being filed on behalf of each of the undersigned. This agreement
may be executed in two or ore counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.
WESTERN CLEC CORPORATION
By: /s/ John W. Stanton
--------------------------
Name: John W. Stanton
Title: Chief Executive Officer
WWC CLEC HOLDING CORPORATION
By: /s/ John W. Stanton
--------------------------
Name: John W. Stanton
Title: Chief Executive Officer
WESTERN WIRELESS CORPORATION
By: /s/ John W. Stanton
--------------------------
Name: John W. Stanton
Title: Chief Executive Officer
