UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Amendment No. 4
Under the Securities Exchange Act of 1934
HEARTLAND WIRELESS COMMUNICATIONS, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)
42235W108
(CUSIP Number)
RICHARD S. BORISOFF, ESQ.
Paul, Weiss, Rifkind, Wharton & Garrison
1285 Avenue of the Americas
New York, New York 10019-6064
(212) 373-3000
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
MAY 9, 1997
(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 to this Schedule 13D, and is filing this
schedule because of Rule 13d-(b)(3) or (4), check the following box [ ].
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2
CUSIP No. 42235W108
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jupiter Partners L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E)
6 CITIZENSHIP OR PLACE OR ORGANIZATION
DELAWARE
7 SOLE VOTING POWER
NUMBER OF 3,233,171
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 3,233,171
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON -0-
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,233,171
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.2%
14 TYPE OF REPORTING PERSON
PN
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AMENDMENT NO. 4 TO SCHEDULE 13D
This Amendment No. 4 further amends the statement on Schedule 13D
originally filed by Jupiter Partners L.P. ("JUPITER") and Thomas R. Haack on
November 17, 1994 (as amended by Amendments 1, 2 and 3, the "SCHEDULE 13D"),
with respect to the Common Stock, par value $.001 per share, of Heartland
Wireless Communications, Inc. The Schedule 13D is hereby amended and restated in
its entirety as follows:
ITEM 1. SECURITY AND ISSUER.
This statement relates to the Common Stock, par value $.001 per
share ("COMMON STOCK") of Heartland Wireless Communications, Inc., a Delaware
corporation (the "ISSUER"). The address of the Issuer's principal executive
office is 200 Chisholm Place, Suite 200, Plano, Texas 75075.
On November 7, 1994, Jupiter, Thomas R. Haack and the Issuer entered
into a Note Purchase Agreement (the "ORIGINAL PURCHASE AGREEMENT") pursuant to
which Jupiter was to purchase from the Issuer notes having a principal amount at
maturity of $62,118,777 at a purchase price of $40,000,000. On November 28,
1994, the Original Purchase Agreement was terminated and on November 30, 1994,
Jupiter and Mr. Haack entered into a new Note Purchase Agreement with the Issuer
(the "NEW PURCHASE AGREEMENT") pursuant to which Jupiter purchased from the
Issuer 9% Convertible Subordinated Discount Notes due 2004 (the "NEW NOTES")
having a principal amount at maturity of $62,118,777 at a purchase price of
$40,000,000. The New Notes are convertible at any time into shares of Common
Stock as described in Item 5 below.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is being filed by Jupiter Partners L.P., a Delaware
limited partnership, whose principal business address and office are at 30
Rockefeller Plaza, Suite 4525, New York, New York 10112. The principal business
of Jupiter is acting as a private investment firm to invest in management
buyouts, late-stage venture capital opportunities and industry consolidations.
The general partner of Jupiter is Ganymede L.P., a Delaware limited
partnership whose principal business address and office are the same as that of
Jupiter. The principal business of Ganymede L.P. is to serve as general partner
of Jupiter.
The general partner of Ganymede L.P. is Europa L.P., a Delaware
limited partnership whose principal business address and office are the same as
that of
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Jupiter. The principal business of Europa L.P. is to serve as general partner
of Ganymede L.P.
The general partners of Europa L.P. are John A. Sprague and Terry J.
Blumer (each a "PRINCIPAL"), each of whose business address is the same as that
of Jupiter. The principal occupation of each Principal is acting as the general
partner of Europa L.P. Each Principal is a U.S. citizen. To Jupiter's knowledge,
the response to Items 2(d) and (e) of Schedule 13D is negative with respect to
each of Jupiter, Ganymede L.P., Europa L.P. and each of the Principals.
Jupiter and Mr. Haack originally filed a joint statement on Schedule
13D because they both purchased New Notes under the New Purchase Agreement.
However, since their purchase of New Notes, Jupiter and Mr. Haack have not acted
as a group or discussed acting together, nor have they communicated regularly
with each other about their respective investments in the Issuer. In addition,
they do not intend to communicate in the future about such investments or to act
together with respect to such investments. Consequently, Jupiter expressly
disclaims the existence of a group between itself and Mr. Haack and is filing
this amendment only on behalf of itself.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The total purchase price for the New Notes is $40,000,000.
The source of Jupiter's funds to purchase the New Notes was obtained
through capital contributions from Jupiter's limited partners and from Ganymede
L.P., the general partner of Jupiter. Ganymede L.P. obtained its funds through
capital contributions from its limited partners and from Europa L.P., the
general partner of Ganymede L.P. In turn, Europa L.P. obtained its funds through
capital contributions from its limited partners and from its general partners,
Messrs. Sprague and Blumer. Messrs. Sprague and Blumer used personal funds for
their capital contributions to Europa L.P.
ITEM 4. PURPOSE OF TRANSACTION.
Jupiter acquired the New Notes for investment purposes. Jupiter has
no present intention (i) to make additional purchases of New Notes, (ii) to
dispose of the New Notes, (iii) to purchase or sell other securities of the
Issuer, or (iv) to convert any New Notes into shares of Common Stock. However,
Jupiter may in the future in its sole discretion acquire, dispose of or convert
any New Notes or make additional purchases or sales of Common Stock either in
the open market of in privately negotiated transactions. Under the terms of the
New Purchase Agreement and the related Stockholders Agreement (more specifically
described under Item 6), certain principal stockholders of the Issuer have
agreed to vote their shares of
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Common Stock in favor of the nominee of Jupiter for election to the Board of
Directors of the Issuer.
Other than the change of capitalization resulting from the issuance
of the New Notes, the capital conversion of the New Notes into shares of Common
Stock as described in the first paragraph of this Item, and the limitations on
capitalization and dividend activities imposed by the New Purchase Agreement and
described under Item 6, Jupiter has no plans which may result in a material
change in the present capitalization or dividend policy of the Issuer.
Other than as described in the foregoing, Jupiter has no present
plans or proposals which relate to or would result in the events described in
Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) On May 9, 1997, Jupiter was the beneficial owner of 3,233,171
shares of Common Stock, or approximately 14.2% of the shares of Common Stock
which would be outstanding after giving effect to the conversion of the New
Notes on such date, based on the number of shares of Common Stock outstanding as
of March 25, 1997, according the Issuer's Form 10-K for the year ended December
31, 1996.
Under the terms of the New Notes, each New Note is convertible into
a number of shares of Common Stock computed by dividing (i) the value of the New
Notes (after taking into account accretions of original issued discount ("OID"))
by (ii) the Conversion Price then in effect.
On May 9, 1997, the Conversion Price was $15.34 and the aggregate
value of the New Notes was $49,596,849. Therefore, on such date the New Notes
were convertible into approximately 3,233,171 shares of Common Stock. The
increase in the number of shares of Common Stock beneficially owned by Jupiter
since Jupiter's last filing on Schedule 13D is attributable entirely to the
accretion of OID on the New Notes since Jupiter's last filing on Schedule 13D.
(b) Jupiter has sole power to vote and dispose of all of the shares
of Common Stock reported in Item 5(a) as beneficially owned by it. Jupiter does
not share the power to vote or dispose of the shares of Common Stock which it
beneficially owns.
(c) Jupiter effected no transactions in shares of Common Stock
during the past 60 days (other than the accretion of OID on the New Notes). In
addition, to the best knowledge of Jupiter, none of the persons named in
response to Item 2 has effected transactions in shares of Common Stock.
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(d) No person other than Jupiter has the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of,
the Common Stock beneficially owned by Jupiter.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
NEW PURCHASE AGREEMENT
The New Notes were purchased pursuant to the terms of the New
Purchase Agreement, a copy of which was filed as an Exhibit to Amendment No. 1
to the Schedule 13D, and is incorporated herein by reference.
Under the New Purchase Agreement, Jupiter and Mr. Haack have certain
rights with respect to the Board of Directors of the Issuer, including the right
to designate one non-voting representative to attend all meetings of the Board
of Directors, and committees thereof, of the Issuer and the right to cause such
Board to hold at least four meetings per year. The right to a non-voting
representative is in addition to the director which Jupiter has the right to
designate pursuant to the Stockholders Agreement described below.
The New Purchase Agreement also contains certain covenants by the
Issuer which limit the ability of the Issuer, without the consent of the
noteholders, to among other things, (i) liquidate, reorganize, reclassify or
merge with another corporation, or to sell all of substantially all of its
assets; (ii) substantially change its business; (iii) engage in certain
transactions in the stock of its subsidiaries; (iv) declare or pay dividends on
capital stock; (v) engage in certain transactions with or pay certain
compensation to certain significant stockholders of the Issuer; or (vi) amend or
modify its certificate of incorporation or by-laws. In addition, the Issuer
covenants not to engage in significant acquisitions without the consent of
Jupiter.
On March 16, 1995, the Issuer and Jupiter entered into a First
Amendment to the New Purchase Agreement, which amended certain provisions
relating to the Issuer's reporting obligations and relating to permitted
acquisitions and permitted indebtedness. A copy of such First Amendment was
filed as Exhibit 1 to Amendment No. 2 to the Schedule 13D and is incorporated
herein by reference.
On October 3, 1995, the Issuer and Jupiter entered into a Second
Amendment to the New Purchase Agreement, which amended certain provisions
relating to change of control and acquisitions and divestitures, and providing
that Jupiter's nominee to the Board of Directors of the Issuer serve as a member
of the Compensation Committee. A copy of such Second Amendment was filed as
Exhibit
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4.11 to the Issuer's Registration Statement on Form S-4 (File No. 33-91930) and
is incorporated herein by reference.
REGISTRATION RIGHTS AGREEMENT
In connection with the New Purchase Agreement, Jupiter and the
Issuer entered into a Registration Rights Agreement covering the shares of
Common Stock issued or issuable as a result of the conversation of the New Notes
("CONVERSION SHARES"). A copy of the Registration Rights Agreement was filed as
an Exhibit to Amendment No. 1 to the Schedule 13D and is incorporated herein by
reference. The Registration Rights Agreement was amended in July 1995. A copy of
such amendment is filed herewith as Exhibit 1 and is incorporated herein by
reference. The Registration Rights Agreement, as amended, provides, subject to
certain limitations, that for as long as Conversion Shares are outstanding which
cannot be sold or transferred except pursuant to an exemption from the
registration requirements under the Securities Act of 1933, as amended, (i) the
holders of 50% or more of the Conversion Shares (assuming conversion of all the
New Notes) may require the Issuer on three occasions to register at the Issuer's
expense Conversion Shares having an aggregate gross offering price of at least
$25 million by filing a registration statement on Form S-1 or S-2, and (ii) at
such time as the Issuer qualifies to use Form S-3, any holder of 25% or more of
the Conversion Shares that would have been issuable on the consummation of the
sale of New Notes may require the Issuer on an unlimited number of occasions to
register at the Issuer's expense Conversion Shares having an aggregate gross
offering price of at least $5 million by filing a registration statement on Form
S-3. In addition, any holder of such Conversion Shares will have the right to
request that the Issuer include Conversion Shares in any registration statement
to be filed by the Issuer relating to the registration of Common Stock under the
Securities Act, and upon such request, and subject to certain limitations, the
Issuer will include such shares in such registration statement.
STOCKHOLDERS AGREEMENT
In connection with the New Purchase Agreement, the Issuer and its
principal stockholders entered into a Stockholders Agreement in favor of
Jupiter. A copy of the Stockholders Agreement was filed as an Exhibit to
Amendment No. 1 to the Schedule 13D and is incorporated herein by reference.
Such agreement provides, among other things, that the principal stockholders
will vote their shares (i) in favor of a designee of Jupiter for election to the
Board of Directors of the Issuer, and (ii) in favor of a Board of Directors
consisting of at least three and not more than seven members.
Under the terms of the Stockholders Agreement, the principal
stockholders agreed that, in the event of any proposed sale or series of sales
of Common Stock by any such stockholder to a non-affiliate for an aggregate
consideration, since the consummation of the sale of the New Notes, of more than
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$15 million or in excess of 5% of the outstanding Common Stock at such time,
such stockholder will not effect such sale unless Jupiter is permitted to
participate in such sale on a pro rata basis with such stockholder.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Note Purchase Agreement, dated November 30, 1994, among the
Issuer, Jupiter and Thomas R. Haack. (Filed as Exhibit 1 to Amendment 1 to the
Schedule 13D).
Registration Rights Agreement, dated November 30, 1994, among the
Issuer, Jupiter and Thomas R. Haack. (Filed as Exhibit 2 to Amendment No. 1 to
the Schedule 13D).
Stockholders Agreement, dated November 30, 1994, among the Issuer,
its principal stockholders and Jupiter. (Filed as Exhibit 3 to Amendment No. 1
to the Schedule 13D).
First Amendment, dated as of March 14, 1995, to Note Purchase
Agreement. (Filed as Exhibit 1 to Amendment No. 2 to the Schedule 13D).
Second Amendment, dated October 3, 1995, to Note Purchase Agreement.
(Incorporated by reference to Exhibit 4.11 to the Issuer's Registration
Statement on Form S-4, File No. 33-91930).
First Amendment, dated as of July, 1995, to the Registration Rights
Agreement dated as of November 30, 1994, among the Issuer, Jupiter and
Thomas R. Haack. (Filed as Exhibit 1 hereto).
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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 the statement is true, complete and correct.
Date: May 9, 1997
JUPITER PARTNERS L.P.
By: GANYMEDE L.P., General Partner
By: EUROPA L.P., General Partner
By: /s/ Terry J. Blumer
------------------------------
Terry J. Blumer,
General Partner
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EXHIBIT INDEX
Exhibit No.
First Amendment, dated as of July, 1995, to the Registration 1
Rights Agreement dated as of November 30, 1994, among the
Issuer, Jupiter and Thomas R. Haack.
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EXHIBIT 1
FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
FIRST AMENDMENT dated as of July __ , 1995 (this "Amendment") to the
REGISTRATION RIGHTS AGREEMENT dated as of November 30, 1994 among HEARTLAND
WIRELESS COMMUNICATIONS, INC. (the "Company") and the holders from time to time
of the Notes and/or Conversion Shares referred to therein (the "Purchasers")
(the "Registration Rights Agreement"). Capitalized terms used herein and not
otherwise defined herein shall have the meanings ascribed to such terms in the
Registration Rights Agreement.
WHEREAS, the Company and the Purchasers desire to amend certain
provisions of the Registration Rights Agreement;
NOW, THEREFORE, in consideration of the terms and conditions
contained in this Amendment and the Registration Rights Agreement and of the
purchase of the Notes by the Purchasers, the parties hereto hereby agree as
follows:
1. REGISTRATION ON REQUEST. The first "PROVIDED, HOWEVER" clause of
Section 2 (on page 3) of the Registration Rights Agreement (Registration on
Request), is hereby amended to provide in full as follows (the only changes
being the insertion of the underlined language indicated below, which
underlining is for convenience only and does not constitute a part of the
amendment):
"PROVIDED, HOWEVER, that the Company shall not be obligated to use its
best efforts to file and cause to become effective (i) more than three
registration statements initiated pursuant to this Section 2, or (ii) any
registration statement (whether initiated pursuant to Section 2 or 4
hereof) during any period in which any other registration statement (other
than on Form S-4 or S-8 or any successor forms thereto) pursuant to which
shares of Common Stock are to be or were sold FOR THE ACCOUNT OF THE
COMPANY has been filed BY THE COMPANY AT ITS OWN INSTANCE (AND NOT AT THE
INSTANCE OF THE HOLDERS OF ANY REGISTRATION RIGHTS) and not withdrawn, or
ANY SUCH OTHER REGISTRATION STATEMENT has been declared effective within
the prior 90 days;"
2. PIGGYBACK REGISTRATIONS. The first part of paragraph (a) of
Section 3 (on page 6, preceding the first proviso in such Section) of the
Registration Rights Agreement (Piggyback Registrations), is hereby amended to
provide in full as follows (the only changes being the insertion of the
underlined language indicated below, which underlining is for convenience only
and does not constitute a part of the amendment):
"(a) If, at any time, the Company proposes to register any of the
Company's securities under the Securities Act, whether or not for sale for
its own account, on a form and in a manner which would permit registration
of Registrable
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Securities for sale to the public under the Securities Act, the Company
will, each such time, give prompt written notice to all holders of
Registrable Securities of its intention to do so, describing such
securities and specifying the form and manner and the other relevant facts
involved in such proposed registration, and upon the written request of
any such holder delivered to the Company within ten (10) days after the
giving of any such notice (OR AT ANY TIME AFTER THE GIVING OF ANY SUCH
NOTICE, IN THE CASE OF (X) A "SHELF" REGISTRATION PURSUANT TO RULE 415
UNDER THE SECURITIES ACT OR EQUIVALENT RULE THEN IN EFFECT OR (Y) ANY
REGISTRATION REQUIRED BY THE PROVISIONS OF THE REGISTRATION RIGHTS
AGREEMENT DATED AS OF JULY , 1995 BETWEEN THE COMPANY AND RURALVISION
JOINT VENTURE, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, PROVIDED THAT
SUCH REQUEST IS MADE AT LEAST 30 DAYS PRIOR TO THE EXPIRATION OF ANY SUCH
REGISTRATION REFERRED TO IN EITHER CLAUSE (X) OR (Y) ABOVE) (which request
shall specify the Registrable Securities intended to be disposed of by
such holder and the intended method of disposition thereof), the Company
will use its best efforts to effect the registration under the Securities
Act of all Registrable Securities which the Company has been so requested
to register by the holders of Registrable Securities, to the extent
requisite to permit the disposition (in accordance with the intended
methods thereof as aforesaid) of the Registrable Securities so to be
registered,"
3. FULL FORCE AND EFFECT OF THE TRANSACTION DOCUMENTS. Except as
specifically amended hereby, all of the terms and conditions of the Registration
Rights Agreement and the other Transaction Documents shall be and remain in full
force and effect as executed.
IN WITNESS WHEREOF, this First Amendment to Registration Rights
Agreement has been duly executed as of the day and year first above written.
COMPANY: PURCHASERS:
- -------- -----------
HEARTLAND WIRELESS JUPITER PARTNERS L.P.
COMMUNICATIONS, INC. By: Ganymede L.P.,
General Partner
By: Europa L.P.
General Partner
By: /S/ JOHN R. BAILEY By: /S/ TERRY BLUMER
--------------------------- ------------------------------
John R. Bailey, a General Partner
Senior Vice President
and Chief Financial Officer
By: /S/ THOMAS R. HAACK
---------------------------
Thomas R. Haack
