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PROSPECTUS SUPPLEMENT NO. 3
TO
PROSPECTUS DATED NOVEMBER 4, 1996
[WESTERN WIRELESS LOGO]
WESTERN WIRELESS CORPORATION
10-1/2 SENIOR SUBORDINATED NOTES DUE 2007
THE SENIOR SUBORDINATED NOTES ARE SENIOR UNSECURED OBLIGATIONS OF THE
COMPANY AND ARE SUBORDINATED IN RIGHT OF PAYMENT TO THE PRIOR PAYMENT IN FULL OF
ALL SENIOR INDEBTEDNESS AND SENIOR IN RIGHT OF PAYMENT TO ANY CURRENT OR FUTURE
SUBORDINATED INDEBTEDNESS OF THE COMPANY. IN ADDITION, ALL EXISTING AND FUTURE
INDEBTEDNESS AND OTHER LIABILITIES OF THE COMPANY'S SUBSIDIARIES WILL BE
EFFECTIVELY SENIOR IN RIGHT OF PAYMENT TO THE NOTES. THE COMPANY HAS NOT ISSUED,
AND DOES NOT HAVE ANY FIRM ARRANGEMENT TO ISSUE, ANY SIGNIFICANT INDEBTEDNESS TO
WHICH THE NOTES WOULD BE SENIOR. AT DECEMBER 31, 1996, SENIOR INDEBTEDNESS
AGGREGATED APPROXIMATELY $343.0 MILLION. THE NOTES RANK PARI PASSU WITH THE
COMPANY'S 10-1/2% SENIOR SUBORDINATED NOTES DUE 2006.
SEE "RISK FACTORS" BEGINNING ON PAGE 17 OF THE PROSPECTUS FOR CERTAIN
CONSIDERATIONS RELEVANT TO AN INVESTMENT IN THE NOTES.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
This Prospectus Supplement, together with the Prospectus to which it
relates, have been prepared for and are to be used by Goldman, Sachs & Co. in
connection with offers and sales of the Exchange Notes related to market-making
transactions, at prevailing market prices, related prices or negotiated prices.
The Company will not receive any of the proceeds of such sales. Goldman, Sachs &
Co. may act as principal or agent in such transactions. The closing of the
Company's Exchange Offer resulting in the issue of the Exchange Notes occurred
on December 11, 1996. See "Plan of Distribution."
GOLDMAN, SACHS & CO.
The date of this Prospectus Supplement is April 24, 1997.
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This Prospectus Supplement is intended to be read in conjunction with the
Prospectus dated November 4, 1996 (the "Prospectus"), as supplemented by
Prospectus Supplement No. 1 thereto dated December 4, 1996 ("Prospectus
Supplement No. 1") and Prospectus Supplement No. 2 thereto dated March 31, 1996
("Prospectus Supplement No. 2"), with respect to the 10-1/2% Senior Subordinated
Notes due 2007. Capitalized terms used in this Prospectus Supplement and not
otherwise defined herein have the same meanings as in the Prospectus.
On November 14, 1996, the Company filed with the Securities and Exchange
Commission a report on Form 10-Q, a copy of which is attached to Prospectus
Supplement No. 1.
On March 31, 1997, the Company filed with the Securities and Exchange
Commission a report on Form 10-K, a copy of which is attached to Prospectus
Supplement No. 2.
On April 24, 1997, the Company announced, pursuant to a press release, a
copy of which is attached hereto and deemed to be a part hereof, that it had
executed definitive agreements with Triad Cellular Corporation and affiliated
entities ("Triad") whereby the Company will acquire all of Triad's cellular
properties and certain related assets.
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FOR FURTHER INFORMATION CONTACT:
Investment Community: Media:
Ken Prussing John Snyder
Western Wireless Corporation Kaufer Miller Communications
(206) 313-7803 (206) 450-9965
[email protected] [email protected]
www.kmcomm.inter.net
WESTERN WIRELESS ANNOUNCES THE ACQUISITION OF TRIAD CELLULAR
ISSAQUAH, Wash. (April 24, 1997) -- Western Wireless Corporation (NASDAQ:
WWCA), a leading provider of cellular and personal communications services
(PCS), announced today that it has executed definitive agreements with Menlo
Park, California based Triad Cellular Corporation and affiliated entities
(Triad) whereby Western Wireless will acquire all of Triad's cellular properties
and certain related assets. Western Wireless will acquire 12 Rural Service Area
(RSA) licenses covering approximately one million persons in Texas, Oklahoma,
Utah and Minnesota. These markets served 50,900 subscribers as of March 31,
1997. Triad will receive from Western Wireless $184.8 million in cash (subject
to closing adjustments) and 1.6 million shares of Western Wireless Class A
Common Stock.
"The acquisition of these cellular markets enhances our already strong
presence in the western United States," said John W. Stanton, chairman and chief
executive officer of Western Wireless. "These cellular properties are contiguous
to existing Western Wireless cellular markets and allow us to expand coverage
areas to our wireless subscribers. These markets complement our strategy of
using cellular technology for rural areas and PCS technology for urban areas."
Consummation of the transaction is subject to regulatory approvals.
Western Wireless expects the closing of the transaction to occur in the fourth
quarter of 1997.
Western Wireless will acquire Triad cellular RSAs in Oklahoma, Texas, Utah
and Minnesota. The markets being acquired are: Oklahoma 7, 8; Texas 1, 2, 4 and
5; Utah 3, 4 and 6; and Minnesota 7, 8
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and 9. Among the related assets being acquired are technical systems in all of
the markets and certain and overlapping PCS licenses.
Triad is majority owned by the Boston based venture capital group
Media/Communications Partners.
Based in Issaquah, Wash., Western Wireless Corporation is a leading
provider of wireless communication services in the western United States. It
currently offers cellular service marketed under the Cellular One(R) name in 15
western states and provides PCS services marketed under the VoiceStream(R) name
in six U.S. metropolitan markets. Western Wireless recently purchased PCS
licenses for 100 new markets through the Federal Communications Commission's D
and E block auctions, and an additional seven markets in the F block auction
through its partnership with Cook Inlet PCS. As a result, Western Wireless'
combined cellular and PCS licenses, along with its investment in Cook Inlet PCS,
cover 59 percent of the land in the continental United States.
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