WESTERN WIRELESS CORP, S-8, 1996-12-18

WESTERN WIRELESS CORP
S-8, 1996-12-18
RADIOTELEPHONE COMMUNICATIONS

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<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 18, 1996
REGISTRATION NO. 333-
================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

-------------------

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

------------------

WESTERN WIRELESS CORPORATION
(Exact name of registrant as specified in its charter)

Washington 91-1638901
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

2001 NW Sammamish Road
Issaquah, Washington 98027
(206) 313-5200
(Address, including ZIP code, and telephone number, including area code,
of registrant's principal executive offices)

1996 EMPLOYEE STOCK PURCHASE PLAN
(Full title of plan)

Alan R. Bender, Esq. Copy to:
Senior Vice President, General Counsel G. Scott Greenburg, Esq.
Western Wireless Corporation Gary J. Kocher, Esq.
2001 NW Sammamish Road Preston Gates & Ellis
Issaquah, Washington 98027 5000 Columbia Center
(206) 313-5200 701 Fifth Avenue
(Name, address, including ZIP code, and Seattle, Washington 98104
telephone number, including area code, (206) 623-7580
of agent for service)

<TABLE>
<CAPTION>
====================================================================================================================
Maximum
Title of securities Amount to be Maximum offering aggregate offering Amount of
to be registered registered (1) price per unit (2) price (2) registration fee
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock,
no par value per share 1,000,000 shares $14,500,000 $14.50 $4,394
====================================================================================================================
</TABLE>

(1) Together with an indeterminate number of additional shares which may be
necessary to adjust the number of shares reserved for issuance pursuant
to such plan as the result of any future stock split, stock dividend or
similar adjustment of the outstanding Class A Common Stock of the
Registrant.
(2) Estimated solely for the purpose of calculating the registration fee
and, pursuant to Rule 457(c) of the Act, based upon the average high
and low prices of the Class A Common Stock of the Registrant on the
Nasdaq Stock Market on December 16, 1996.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents heretofore filed with the Securities and
Exchange Commission (the "Commission") by Western Wireless Corporation (the
"Company") are incorporated herein by reference:

(a) The prospectus dated November 4, 1996 with respect the Company's
10-1/2% Senior Subordinated Notes Due 2007, filed pursuant to Rule 424(b) of the
Securities Act of 1933, as amended, that contains audited financial statements
from the Company's latest fiscal year for which such statements have been filed.

(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") since the end
of the fiscal year covered by the Company's document referred to in (a) above.

(c) The description of the the Company's Class A Common Stock, no par
value per share, that is contained in the Company's Registration Statement on
Form 8-A filed pursuant to Section 12 of the Exchange Act including any
amendment or report filed for the purpose of updating such description.

All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold are deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the respective dates of
filing of such documents (such documents, and the documents enumerated above,
being hereinafter referred to as "Incorporated Documents").

Any statement contained in an Incorporated Document shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

Legal matters in connection with the securities registered hereby were
passed upon by Preston Gates & Ellis, Seattle, Washington. Partners in that firm
hold an aggregate of 14,057 shares of common stock of the Company.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 23B.08.510 of the Revised Code of Washington authorizes
Washington corporations to indemnify their officers and directors under certain
circumstances against expenses and liabilities incurred in legal proceedings
involving such persons because of their being or having been an officer or
director. The Company's Articles of Incorporation and Bylaws require
indemnification of the Company's officers and directors to the fullest extent
permitted by Washington law. The Company also maintains director's and officer's
liability insurance.

The Company's Bylaws and Articles of Incorporation provide that the
Company shall, to the full extent permitted by the Business Corporation Act of
the State of Washington, as amended from time to time, indemnify

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<PAGE> 3
all directors and officers of the Company. In addition, the Company's Articles
of Incorporation contains a provision eliminating the personal liability of
directors to the Company or its shareholders for monetary damages arising out of
a breach of fiduciary duty. Under Washington law, this provision eliminates the
liability of a director for breach of fiduciary duty but does not eliminate the
personal liability of any director for (i) acts or omissions of a director that
involve intentional misconduct or a knowing violation of law, (ii) conduct in
violation of Section 23B.08.310 of the Revised Code of Washington (which section
relates to unlawful distributions) or (iii) any transaction from which a
director personally received a benefit in money, property or services to which
the director was not legally entitled.

The Company has entered into separate indemnification agreements with
each of its directors and executive officers and certain key employees of the
Company, which agreements supersede prior indemnification agreements entered
into by the Company with each of its directors and officers.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.

ITEM 8. EXHIBITS

EXHIBIT DESCRIPTION
------- -----------

4.1 -- Western Wireless Corporation, 1996 Employee Stock Purchase
Plan
5.1 -- Opinion of Preston Gates & Ellis
23.1 -- Consent of Preston Gates & Ellis (see Exhibit 5.1)
23.2 -- Consent of Arthur Andersen LLP
24.1 -- Powers of Attorney

ITEM 9. UNDERTAKINGS

(a) The registrant hereby undertakes:

(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement to include
any material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.

(2) That, for purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or

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<PAGE> 4
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

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<PAGE> 5
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized on this 18th day of December, 1996.

WESTERN WIRELESS CORPORATION

By /s/ Alan R. Bender
------------------------------------
Alan R. Bender, Senior Vice President,
General Counsel

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 this 18th day of December, 1996.

SIGNATURE TITLE
--------- -----

Chairman, Chief Executive Officer and Director
/s/ John W. Stanton (Principal Executive Officer)
- -----------------------------
John W. Stanton

Chief Financial Officer (Principal Financial
/s/ Theresa E. Gillespie Officer)
- -----------------------------
Theresa E. Gillespie

/s/ Nastashia S. Press Principal Accounting Officer
- -----------------------------
Nastashia S. Press

* Director
- -----------------------------
David A. Bayer

* Director
- -----------------------------
John L. Bunce, Jr.

* Director
- -----------------------------
Mitchell R. Cohen

* Director
- -----------------------------
Jonathan M. Nelson

* Director
- -----------------------------
Terence M. O'Toole

*By /s/ Alan R. Bender
-----------------------------
Alan R. Bender
Attorney-in-Fact

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<PAGE> 6
INDEX TO EXHIBITS TO REGISTRATION STATEMENT ON FORM S-8

<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION PAGE
------- ----------- ----

<S> <C> <C>
4.1 -- Western Wireless Corporation, 1996 Employee Stock Purchase Plan
5.1 -- Opinion of Preston Gates & Ellis............................................
23.1 -- Consent of Preston Gates & Ellis (see Exhibit 5.1)..........................
23.2 -- Consent of Arthur Andersen LLP..............................................
24.1 -- Powers of Attorney..........................................................
</TABLE>

<PAGE> 1
EXHIBIT 4.1

WESTERN WIRELESS CORPORATION

1996 EMPLOYEE STOCK PURCHASE PLAN

Western Wireless Corporation (the "Company") does hereby establish its
1996 Employee Stock Purchase Plan (the "Plan") as follows:

1. Purpose of the Plan. The Plan is intended to provide a method
whereby eligible employees of the Company and its Subsidiaries will have an
opportunity to acquire a proprietary interest in the Company through the
purchase of shares of Class A Common Stock of the Company. The Company believes
that employee participation in the ownership of the Company will be of benefit
to both the employees and the Company. The Company intends to have the Plan
qualify as an "employee stock purchase plan" under Section 423 of the Code. The
provisions of the Plan, accordingly, shall be construed so as to extend and
limit participation in a manner that is consistent with the requirements of that
Section of the Code. This Plan shall not be effective until approved by the
holders of a majority of the voting power of the Company's voting securities,
which approval must occur (if at all) within 12 months of the adoption of this
Plan by the Board of Directors. If not so approved, the Plan and any rights
granted hereunder shall be void and of no effect.

2. Definitions.

"Account" shall mean the funds that are accumulated with
respect to each individual Participant as a result of payroll deductions for the
purpose of purchasing Shares under the Plan. The funds that are allocated to a
Participant's account shall at all times remain the property of that
Participant, but such funds may be commingled with the general funds of the
Company.

The "Board" means the Board of Directors of the Company, or
any committee of the Board, comprised to comply with Rule 16b-3 promulgated
under the Exchange Act, established thereby for the purpose of administering
this Plan.

The "Code" means the Internal Revenue Code of 1986, as
amended.

The "Commencement Date" means the January 1 or July 1, as the
case may be, on which the particular Offering begins.

The "Company" means Western Wireless Corporation, a Washington
corporation.
<PAGE> 2
The "Ending Date" means the June 30 or December 31, as the
case may be, on which the particular Offering concludes.

The "ESPP Broker" is a qualified stock brokerage or other
financial services firm that has been designated by the Board.

The "Exchange Act" means the Securities Exchange Act of 1934,
as amended.

The "Holding Period" shall mean the holding period that is set
forth in Section 423(a) of the Code, which, as of the date that the Company's
Board of Directors adopted this Plan, is both (a) that two (2) year period after
the Commencement Date, or, if applicable, a Purchase Date with respect to any
Offering, and (b) that one (1) year period after transfer to a Participant of
any Shares under the Plan.

"Offerings" means the ten separate consecutive six-month
offerings for the purchase and sale of Shares under the Plan. Each one of the
Offerings shall be referred to as an "Offering."

"Participant" means an employee who, pursuant to Section 3, is
eligible to participate in the Plan and has complied with the requirements of
Section 7.

"Purchase Date" means a date during an Offering, as determined
from time to time by the Board, on which a Participant shall be deemed to have
carried out its right of purchase pursuant to Section 10. The Board may
designate that there shall be one or more Purchase Dates during an Offering. In
the absence of any other determination by the Board, the Purchase Date will be
the last business day of each month. For purposes of this definition, a business
day shall mean a day in which the Nasdaq National Market is accepting trades.

The "Plan" means this Western Wireless Corporation 1996
Employee Stock Purchase Plan.

"Shares" means shares of the Company's Class A Common Stock,
no par value per share.

"Subsidiaries" shall mean any present or future domestic or
foreign corporation that: (a) would be a "subsidiary corporation" of the Company
as that term is defined in Section 424 of the Code, and (b) whose employees have
been designated by the Board to be eligible, subject to Section 3, to be
Participants under the Plan.

"Total Annual Compensation" means an employee's regular
straight time salary or earnings, plus review cycle bonuses and overtime
payments, payments for incentive compensation, commissions and other special
payments except to the extent any such item is excluded specifically by the
Board.

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<PAGE> 3
"Withdrawal Notice" means a notice, in a form designated by
the Board, that must be submitted to the Company pursuant to Section 22 by any
Participant who wishes to withdraw from an Offering.

3. Employees Eligible to Participate. Any regular employee of the
Company or any of its Subsidiaries who (a) is in the employ of the Company or
any of its Subsidiaries on the Commencement Date, and (b) has been so employed
for at least three (3) months is eligible to participate in the Plan. With
respect to any employee subject to Section 16(b) of the Exchange Act, the
Company may impose such conditions on the grant or exercise of any rights
hereunder necessary to satisfy the requirements of the Exchange Act or
applicable regulations promulgated thereunder.

4. Offerings. The Plan shall consist of ten separate consecutive
six-month Offerings. The first Offering shall commence on January 1, 1997.
Thereafter, Offerings shall commence on each subsequent July 1 and January 1,
and the final Offering under the Plan shall commence on July 1, 2001 and
terminate on December 31, 2001.

5. Price. The purchase price per share shall be as established by the
Board, but in no event shall the purchase price per share be less than the lower
of (a) 85 percent of the fair market value of the Shares on the Commencement
Date, or the nearest subsequent business day; (b) 85 percent of the fair market
value of the Shares on the Ending Date, or the nearest prior business day, or
(c) 85 percent of the fair market value of the Shares on the Purchase Date. Fair
market value shall mean the closing bid price as reported on the National
Association of Securities Dealers Automated Quotation System or, if the Shares
are traded on a stock exchange, the closing price for the Shares on the
principal of such exchange, or, if the Shares are purchased by the ESPP Broker,
the price paid for such Shares by the ESPP Broker. In the absence of any other
determination by the Board, the purchase price will be 85 percent of the fair
market value of the Shares on the Purchase Date.

6. Number of Shares Reserved Under the Plan. The maximum number of
Shares that will be offered under the Plan is one million (1,000,000). If, on
any date, the total number of Shares for which purchase rights are to be granted
pursuant to Section 9 exceeds the number of Shares then available under this
Section (after deduction of all Shares that have been purchased under the Plan
and for which rights to purchase are then outstanding), the Board shall make a
pro rata allocation of the Shares that remain available in as nearly a uniform
manner as shall be practicable and as it shall determine to be equitable. In
such event, each Participant's payroll deductions shall be reduced accordingly
and the Company shall give to each Participant a written notice of such
reduction.

7. Participation. An eligible employee may become a Participant by
completing the Enrollment Agreement that shall be provided by the Company and
filing it with the Company on or before a date prior to the Commencement Date of
the Offering to which it relates, as established by the Board. Participation in
one Offering under the Plan shall neither limit, nor require, participation in
any other Offering.

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<PAGE> 4
8. Payroll Deductions.

8.1 At the time the Enrollment Agreement is filed and for so
long as a Participant participates in the Plan, each Participant shall authorize
the Company to make payroll deductions of either (a) a per pay period fixed
dollar amount the minimum of which will be determined by the Board or (b) a
whole percentage (not partial or fractional) of Total Annual Compensation;
provided, however, that no payroll deduction shall exceed 10 percent of Total
Annual Compensation. The amount of the minimum fixed dollar deduction, if any,
may be adjusted by the Board of Directors from time to time; provided, however,
that a Participant's existing rights under any Offering that has already
commenced may not be adversely affected thereby. In the absence of any other
determination by the Board, fixed dollar amount deductions shall not be
permitted.

8.2 Each Participant's payroll deductions shall be credited to
that Participant's Account. A Participant may not make a separate cash payment
into such Account nor may payment for Shares be made from other than the
Participant's Account.

8.3 A Participant's payroll deductions shall begin on the
Commencement Date, and shall end on the Ending Date unless the Participant
elects to withdraw pursuant to Section 13.

8.4 A Participant may discontinue participation in the Plan as
provided in Section 13, but no other change may be made during an Offering and,
specifically, a Participant may not alter the amount or rate of payroll
deductions during an Offering.

9. Granting of Right to Purchase. On the Commencement Date, the Plan
shall be deemed to have granted to each Participant a right to purchase as many
full Shares (not any fractional Shares) as may be purchased with such
Participant's Account. The maximum amount of payroll deductions during any
calendar year that any Participant may have withheld under this Plan shall be
determined from time to time by the Board. In the absence of any other
determination by the Board, no Participant may have withheld payroll deductions
in excess of $10,200 during any calendar year.

10. Purchase of Shares. On each of one or more Purchase Dates during an
Offering, but in no event later than the Ending Date, each Participant who has
not otherwise withdrawn from an Offering pursuant to Section 13 shall be deemed
to have carried out the right to purchase, and shall be deemed to have purchased
at the purchase price set forth in Section 5, the number of full Shares (not any
fractional Shares) that may be purchased with such Participant's Account.

11. Participant's Rights as a Shareholder. No Participant shall have
any rights of a shareholder with respect to any Shares until the Shares have
been purchased in accordance with Section 10 and issued by the Company.

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<PAGE> 5
12. Evidence of Ownership of Shares.

12.1 Promptly following the Ending Date of each Offering, the
Shares that are purchased by each Participant shall be deposited into an account
that is established in the Participant's name with the ESPP Broker.

12.2 A Participant may direct, by written notice to the
Company prior to the Ending Date of the pertinent Offering, that the ESPP Broker
account be established in the names of the Participant and one such other person
as may be designated by the Participant as joint tenants with right of
survivorship, tenants in common, or community property, to the extent and in the
manner permitted by applicable law.

12.3 A Participant shall be free to undertake a disposition,
as that term is defined in Section 424(c) of the Code (which generally includes
any sale, exchange, gift or transfer of legal title), of Shares in the
Participant's ESPP Broker account at any time, whether by sale, exchange, gift
or other transfer of title. In the absence of such a disposition of the Shares,
however, the Shares must remain in the Participant's account at the ESPP Broker
until the Holding Period has been satisfied. With respect to Shares for which
the Holding Period has been satisfied, a Participant may move such Shares to an
account at another brokerage firm of the Participant's choosing or request that
a certificate that represents the Shares be issued and delivered to the
Participant.

12.4 A Participant who is not subject to United States
taxation, at any time and without regard to the Holding Period, may move its
Shares to an account at another brokerage firm of the Participant's choosing or
request that a certificate that represents the Shares be issued and delivered to
the Participant.

13. Withdrawal.

13.1 A Participant may withdraw from an Offering, in whole but
not in part, at any time by delivering a Withdrawal Notice to the Company. Such
Withdrawal Notice shall be effective as of the first day of the second pay
period following the pay period in which the Withdrawal Notice was delivered
(e.g., if a Participant submits a Withdrawal Notice during the pay period of
February 16 through February 28, the withdrawal will be effective as of the pay
period that commences on March 16). Until such notice is effective, such
withdrawing Participant shall be deemed to be a Participant with respect to all
terms and conditions of the Plan, including, without limitation, the right to
purchase Shares pursuant to Section 10. Upon effectiveness of the Withdrawal
Notice, the Company shall refund the Participant's entire Account as soon as
practicable thereafter.

13.2 An employee who has previously withdrawn from the Plan
may re-enter by complying with the requirements of Section 7. An employee's
re-entry into the Plan will become effective on the Commencement Date of the
next Offering following withdrawal, and, if the withdrawing employee is an
officer of the Company within the meaning of Section 16 of the

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<PAGE> 6
Exchange Act, such employee may not re-enter the Plan before the beginning of
the second Offering following such withdrawal.

14. Carryover of Account. At the conclusion of each Offering, the
Company automatically shall re-enroll each Participant in the next Offering, and
the balance of each Participant's Account shall be used to purchase Shares in
the subsequent Offering, unless the Participant has advised the Company
otherwise in writing, in which case the Company shall refund to the Participant
the funds that remain in the Participant's Account as soon as practicable
thereafter. Upon termination of the Plan, the balance of each Participant's
Account shall be refunded to the respective Participant.

15. Interest. No interest shall be paid or allowed on a Participant's
Account.

16. Rights Not Transferable. No Participant shall be permitted to sell,
assign, transfer, pledge, or otherwise dispose of or encumber such Participant's
Account or any rights to purchase or to receive Shares under the Plan other than
by will or the laws of descent and distribution, and such rights and interests
shall not be liable for, or subject to, a Participant's debts, contracts, or
liabilities. If a Participant purports to make a transfer, or a third party
makes a claim in respect of a Participant's rights or interests, whether by
garnishment, levy, attachment or otherwise, such purported transfer or claim
shall be treated as a withdrawal election under Section 13.

17. Termination of Employment. Upon termination of a Participant's
employment for any reason whatsoever, including but not limited to death or
retirement, the Participant's Account shall be returned to the Participant or
the Participant's estate, as applicable.

18. Amendment or Discontinuance of the Plan. The Board shall have the
right to amend, modify, or terminate the Plan at any time without notice,
provided that (a) subject to Sections 19 and 23.1(b), no Participant's existing
rights under any Offering that is in progress may be adversely affected thereby,
and (b) subject to Section 19, in the event that the Board desires to retain the
favorable tax treatment under Sections 421 and 423 of the Code, no such
amendment of the Plan shall increase the number of Shares that were reserved for
issuance hereunder unless the Company's shareholders approve such an increase.

19. Changes in Capitalization. In the event of reorganization,
recapitalization, stock split, stock dividend, combination of shares, merger,
consolidation, offerings of rights, or any other change in the capital structure
of the Company, the Board may make such adjustment, if any, as it may deem
appropriate in the number, kind, and the price of the Shares that are available
for purchase under the Plan, and in the number of Shares that an employee is
entitled to purchase.

20. Share Ownership. Notwithstanding anything herein to the contrary,
no Participant shall be permitted to subscribe for any Shares under the Plan if
such Participant, immediately after such subscription, owns shares that account
for (including all shares that may be purchased under outstanding subscriptions
under the Plan) five percent (5%) or more of the total combined voting power or
value of all classes of shares of the Company or its Subsidiaries. For the
foregoing purposes the rules of Section 424(d) of the Code shall apply in
determining share ownership. In

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<PAGE> 7
addition, no Participant shall be allowed to subscribe for any Shares under the
Plan that permit such Participant's rights to purchase Shares under all
"employee stock purchase plans" of the Company and its Subsidiaries formed
pursuant to Section 423 of the Code to accrue at a rate that exceeds $25,000 of
the fair market value of such shares (determined at the time such right to
subscribe is granted) for each calendar year in which such right to subscribe is
outstanding at any time.

21. Administration. The Plan shall be administered by the Board, which
may engage the ESPP Broker to assist in the administration of the Plan. The
Board shall be vested with full authority to make, administer, and interpret
such rules and regulations as it deems necessary to administer the Plan, and any
determination, decision, or action of the Board in connection with the
construction, interpretation, administration, or application of the Plan shall
be final, conclusive, and binding upon all Participants and any and all persons
that claim rights or interests under or through a Participant.

22. Notices. All notices or other communications by a Participant to
the Company under or in connection with the Plan shall be deemed to have been
duly given when received in the form specified by the Company at the location,
or by the person, that is designated by the Company from time to time for the
receipt thereof, and, in the absence of such a designation, Human Resources
shall be authorized to receive such notices.

23. Termination of the Plan.

23.1 This Plan shall terminate at the earliest of the
following:

(a) December 31, 2001.

(b) The date of the filing of a Statement of Intent
to Dissolve by the Company or the effective date of a merger or consolidation
wherein the Company is not to be the surviving corporation, which merger or
consolidation is not between or among corporations related to the Company. Prior
to the occurrence of either of such events, on such date as the Company may
determine, the Company may permit a Participant to carryout the right to
purchase, and to purchase at the purchase price set forth in Section 5, the
number of full Shares (not any fractional Shares) that may be purchased with
that Participant's Account. In such an event, the Company shall refund to the
Participant the funds that remain in the Participant's Account after such
purchase.

(d) The date when all of the Shares that were
reserved for issuance hereunder have been purchased.

23.2 Upon termination of the Plan, the Company shall refund to
each Participant the balance of each Participant's Account.

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<PAGE> 8
24. Limitations on Sale of Shares Purchased Under the Plan. The Plan is
intended to provide Shares for investment and not for resale. The Company,
however, does not intend to restrict or influence the conduct of any employee's
affairs. Consequently, an employee may sell Shares that are purchased under the
Plan at any time, subject to compliance with any applicable federal or state
securities laws. THE EMPLOYEE ASSUMES THE RISK OF ANY MARKET FLUCTUATIONS IN THE
PRICE OF THE SHARES.

25. Governmental Regulation. The Company's obligation to sell and
deliver Shares under this Plan is subject to any governmental approval that is
required in connection with the authorization, issuance, or sale of such Shares.

26. No Employment Rights. The Plan does not create, directly or
indirectly, any right for the benefit of any employee or class of employees to
purchase any Shares under the Plan, or create in any employee or class of
employees any right with respect to continuation of employment by the Company,
and it shall not be deemed to interfere in any way with the Company's right to
terminate, or otherwise modify, an employee's employment at any time.

27. Governing Law. The law of the state of Washington shall govern all
matters that relate to this Plan except to the extent it is superseded by the
laws of the United States.

28. Savings Clause. It is intended that this Plan conform to Section
423 of the Code, all regulations promulgated thereunder and all rules adopted
with respect thereto. Any provision of this Plan that does not conform to such
Code section, regulations and rules, or is in violation thereof, shall be of no
force or effect.

-8-

<PAGE> 1
EXHIBIT 5.1

December 18, 1996

Western Wireless Corporation
2001 NW Sammamish Road
Issaquah, Washington 98027

Re: Registration Statement on Form S-8 of Western Wireless Corporation

Ladies and Gentlemen:

We have acted as counsel to Western Wireless Corporation (the
"Company") in connection with the filing of the above-referenced Registration
Statement (the "Registration Statement") relating to the registration of shares
(the "Shares") of Class A Common Stock, no par value per share, of the Company
that may be issued pursuant to the Western Wireless Corporation 1996 Employee
Stock Purchase Plan (the "Plan").

In connection therewith, we have reviewed the Company's Articles of
Incorporation, Bylaws and minutes of appropriate meetings, and we are familiar
with the proceedings to date with respect to the Plan and the proposed issuance
and sale of the Shares and have examined such records, documents and questions
of law, and have satisfied ourselves as to such matters of fact, as we have
considered relevant and necessary as a basis for this opinion.

Based on the foregoing, it is our opinion that:

1. The Company is duly incorporated and validly existing under the laws
of the State of Washington.

2. The Shares, as and when acquired in accordance with the terms and
conditions of the Plan, will be fully paid and non-assessable under the
Washington Business Corporation Act when certificates representing the Shares
shall have been duly executed, countersigned and registered and duly delivered
to the purchasers thereof against payment of the agreed consideration therefor.

We do not find it necessary for the purposes of this opinion to cover,
and accordingly we express no opinion as to, the application of the securities
or blue sky laws of the various states to the sale of the Shares.
<PAGE> 2
December 18, 1996
Page 2

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to all references to our firm included in or made a
part of the Registration Statement.

Very truly yours,

PRESTON GATES & ELLIS

By /s/ G. Scott Greenburg
G. Scott Greenburg

<PAGE> 1
EXHIBIT 23.2

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-8 of our reports dated March
15, 1996 (and to all references to our Firm), which reports appear in the
Registration Statement on Form S-4 (Commission File No. 333-14859) of Western
Wireless Corporation, filed with the Securities and Exchange Commission pursuant
to the Securities Act of 1933, as amended.

/s/ ARTHUR ANDERSEN LLP

Seattle, Washington
December 18, 1996

<PAGE> 1
EXHIBIT 24.1

POWER OF ATTORNEY

The undersigned, a Director and/or Officer of Western Wireless
Corporation, a Washington corporation (the "Company"), does hereby constitute
and appoint Alan Bender and John Stanton his or her true and lawful attorneys
and agents, each with full power and authority (acting alone and without the
other) to execute in the name and on behalf of the undersigned as such Director
and/or Officer, a Registration Statement on Form S-8 under the Securities Act of
1933, as amended, with respect to the registration of 1,000,000 shares of the
Company's Class A Common Stock, no par value, which may be issued upon the
exercise of rights granted pursuant to the Western Wireless Corporation 1996
Employee Stock Purchase Plan, and to execute any and all amendments to such
Registration Statement, whether filed prior or subsequent to the time such
Registration Statement becomes effective. The undersigned hereby grants unto
such attorneys and agents, and each of them, full power of substitution and
revocation in the premises and hereby ratifies and confirms all that such
attorneys and agents may do or cause to be done by virtue of these presents.