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Filed Pursuant to Rule 424(b)(3)
Registration Statement No. 333-39721
PROSPECTUS
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WESTERN WIRELESS CORPORATION
1,600,000 Class A Common Shares No Par Value Per Share
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This Prospectus relates to up to 1,600,000 Class A Common Shares, no par
value per share (the "Class A Common Shares") of WESTERN WIRELESS CORPORATION, a
Washington corporation ("Western Wireless"), which may be offered from time to
time by the selling shareholders named herein (the "Selling Shareholders").
Western Wireless will not receive any of the proceeds from the sale of the Class
A Common Shares. Western Wireless will bear the costs relating to the
registration of the Class A Common Shares estimated to be approximately $20,000.
The Class A Common Shares are registered as a result of the merger of
Minnesota Cellular Corporation, a Delaware Corporation, which is a wholly owned
subsidiary of Western Wireless, with and into Triad Investment Minnesota, Inc.,
a Delaware corporation ("TIM") and related transactions (the "Merger"). Pursuant
to the Merger, Western Wireless agreed to register the Class A Common Shares
received by the Selling Shareholders in connection with the Merger.
The Class A Common Shares are traded on the Nasdaq Stock Market under
the symbol WWCA. The average of the high and low prices of the Class A Common
Shares as reported on the Nasdaq Stock Market on November 24, 1997 was $17 7/8
per Class A Common Share.
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.
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The date of this Prospectus is November 25, 1997
All of the securities to be registered hereby are to be offered for the account
of security holders.
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AVAILABLE INFORMATION
Western Wireless is subject to the reporting requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and files reports and other
information with the Securities and Exchange Commission (the "Commission") in
accordance therewith. Such reports, proxy statements, and other information
filed by Western Wireless are available for inspection and copying at the public
reference facilities of the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the Commission's Regional Offices located at 7 World Trade
Center, Suite 1300, New York, New York 10048, and at Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of such
material may be obtained by mail from the Public Reference Section of the
Commission at 450 Fifth St., N.W., Washington, D.C. 20549, at prescribed rates.
The Commission maintains a World Wide Web site on the Internet at
http://www.sec.gov that contains reports, proxy and information statements and
other information regarding registrants, including Western Wireless, that file
electronically with the Commission. The Class A Common Shares are traded as
"National Market Securities" on the Nasdaq National Market. Material filed by
Western Wireless can be inspected at the offices of the National Association of
Securities Dealers, Inc., Reports Section, 1735 K Street, N.W., Washington, D.C.
20006.
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed by Western Wireless with the Commission
are incorporated by reference in this Prospectus:
1. Western Wireless's Annual Report on Form 10-K for the year ended
December 31, 1996.
2. Western Wireless's Quarterly Report on Form 10-Q for the period ended
September 30, 1997.
3. Western Wireless's Quarterly Report on Form 10-Q for the period ended
June 30, 1997.
4. Western Wireless's Quarterly Report on Form 10-Q for the period ended
March 31, 1997.
5. Western Wireless's Report on Form 8-K dated October 14, 1997.
6. Western Wireless's Report on Form 8-K dated June 19, 1997.
7. Western Wireless's Proxy Statement dated April 25, 1997.
8. The description of the Class A Common Stock and the Class B Common
Stock of Western Wireless which is contained in the registration statement of
Western Wireless filed on Form S-1, Registration No. 2342, dated May 22, 1996.
All documents filed by Western Wireless pursuant to Sections 13(a),
13(c), 14, or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering of the Class A Common
Shares offered hereby shall be deemed to be incorporated by reference into this
Prospectus and to be a part hereof.
Western Wireless hereby undertakes to provide without charge to each
person to whom this Prospectus has been delivered, upon the written or oral
request of any such person, a copy of any and all of the foregoing documents
incorporated herein by reference (other than exhibits to such documents which
are not specifically incorporated by reference into the information that this
Prospectus incorporates). Written or telephone requests should be directed to
Investor Relations Department, Western Wireless Corporation, 2001 NW Sammamish
Road, Issaquah, Washington, 98027; telephone number (425) 313-5200.
No dealer, salesman, or any other person has been authorized to give any
information or to make any representation not contained in this Prospectus, and,
if given or made, such information and representation must not be relied upon as
having been authorized by Western Wireless. This Prospectus does not constitute
an offer to sell or a solicitation of an offer to buy any of the securities
offered hereby in any state to any person to whom it is unlawful to make such
offer in such state. Neither the delivery of this Prospectus nor any sales made
hereunder shall, under any circumstances, create any implication that there has
been no change in the affairs of Western Wireless since the date hereof.
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This Prospectus constitutes a part of a Registration Statement which
Western Wireless has filed with the Commission under the 1933 Act, with respect
to the Class A Common Shares. This Prospectus omits certain of the information
contained in the Registration Statement, and reference is hereby made to the
Registration Statement and related Exhibits thereto for further information with
respect to Western Wireless and the securities offered hereby. Such additional
information can be obtained from the Commission's office in Washington, D.C. Any
statements contained herein concerning the provisions of any documents are not
necessarily complete, and, in each instance, reference is made to the copy of
such document filed as an exhibit to the Registration Statement or otherwise
filed with the Commission. Each such statement is qualified in its entirety by
such reference.
THE COMPANY
Western Wireless Corporation (the "Company") provides wireless
communications services in the western United States. The Company owns cellular
and PCS licenses for a geographic area covering approximately 59% of the
continental United States. In its cellular and PCS markets, the Company served a
combined 527,300 subscribers at September 30, 1997.
The Company holds 87 cellular licenses and owns and operates cellular
communications systems in 16 Metropolitan Statistical Areas ("MSAs") and 71
Rural Service Areas ("RSAs") covering an aggregate population of approximately
7.0 million persons. The RSAs include 12 markets acquired through the Company's
October, 1997 acquisition of certain assets of Triad Cellular Corporation and
affiliates (the "Triad Acquisition"). In excess of 55,000 cellular subscribers
were added as a result of the Triad Acquisition. In its cellular markets, the
Company uses the CELLULAR ONE (R) brand name.
The Company holds 115 broadband personal communications services ("PCS")
licenses and operates PCS communications systems in seven Major Trading Areas
("MTAs") covering an aggregate population of approximately 19.5 million persons.
During the first three quarters of 1997, the Company obtained 100 of its
broadband PCS licenses for Basic Trading Areas ("BTAs") in the Federal
Communication Commission's ("FCC") D and E Block auctions and acquired an
additional 8 PCS Licenses for BTAs through the Triad Acquisition. The Company
has not yet commenced operations in any of such BTA markets. Cook Inlet Western
Wireless PV/SS PCS, LP ("Cook Inlet PCS"), a partnership in which the Company
holds a 49.9% limited partnership interest, owns broadband PCS licenses in 21
Basic Trading Areas ("BTAs") including 7 that were acquired in the FCC F Block
auction during the first quarter of 1997. Cook Inlet PCS initiated service in
the Tulsa, Oklahoma BTA in June 1997. In its PCS markets, the Company uses the
internationally-proven Global System for Mobile Communications ("GSM")
technology as the network standard and operates under its proprietary
VoiceStream(R) brand name.
Western Wireless is a Washington corporation and its principal executive
offices are located at 2001 NW Sammamish Road, Issaquah, Washington, 98027;
telephone number (425) 313-5200.
USE OF PROCEEDS
Western Wireless will not receive any proceeds from the sale of the
Class A Common Shares offered hereby; nor will such proceeds be available for
Western Wireless's use or benefit.
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SELLING SHAREHOLDERS
All of the Class A Common Shares described in this Prospectus will be
owned immediately after registration by the individuals and entities listed
below. All of the shares offered below were acquired in connection with the
Merger. None of the Selling Shareholders has a material relationship with
Western Wireless. Information relating to percentage beneficially owned prior to
and following the offering is based on an aggregate of 71,667,014 shares of
Class A Common Stock and Class B Common Stock outstanding.
<TABLE>
<CAPTION>
Western Wireless
Shares Beneficially
Owned Prior to Offering Western Wireless
Name of Selling Shares to be Received including Shares Received in Shares Which May Shares Beneficially
Shareholders (1) in Connection with Connection with Merger be Offered Owned After Sales
- ---------------- the Merger Number Percentage ---------- Number Percentage
---------- ------ ---------- ------ ----------
<S> <C> <C> <C> <C> <C> <C>
Media/Communications 1,242,784 2,893,041(3) 4.0% 1,242,784 1,650,257 2.3%
Partners II
Limited Partnership
Media/Communications 42,176 122,355(4) (2) 42,176 80,179 (2)
Investors
Limited Partnership
Barry B. Lewis 179,363 250,663 (2) 179,363 71,300 (2)
Craig W. Viehwig 119,610 119,610 (2) 119,610 0 (2)
Terry E. Purvis 16,067 16,067 (2) 16,067 0 (2)
--------- --------- ---------
TOTAL 1,600,000
</TABLE>
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(1) None of the Selling Shareholders held any office with Western Wireless
during the last three years.
(2) Less than 1%.
(3) Shares held prior to offering include 1,026,869 shares of Class B Common
Stock, none of which is offered hereby.
(4) Shares held prior to offering include 48,576 shares of Class B Common Stock,
none of which is offered hereby.
PLAN OF DISTRIBUTION
Western Wireless has been advised by each Selling Shareholder that each
Selling Shareholder expects to offer his, her or its Class A Common Shares to or
through brokers and dealers and underwriters to be selected by the Selling
Shareholder from time to time. In addition, the Class A Common Shares may be
offered for sale through the Nasdaq Stock Market, in the over-the-counter
market, through a market maker, in one or more private transactions, or a
combination of such methods of sale, at prices and on terms then prevailing, at
prices related to such prices, or at negotiated prices. Each Selling Shareholder
may pledge all or a portion of the Class A Common Shares owned by him, her or it
as collateral in loan transactions. Upon default by any such Selling
Shareholder, the pledgee in such loan transaction would have the same rights of
sale as such Selling Shareholder under this Prospectus. Each Selling Shareholder
also may enter into exchange traded listed option transactions which require the
delivery of the Class A Common Shares listed hereunder. Each Selling Shareholder
may also transfer Class A Common Shares owned by him, her or it in other ways
not involving market makers or established trading markets, including directly
by gift, distribution, or other transfer without consideration, and upon any
such transfer the transferee would have the same rights of sale as such Selling
Shareholder under this Prospectus. In addition, any securities covered by this
Prospectus which qualify for sale pursuant to Rule 144 of the Securities Act of
1933, as amended (the "1933 Act"), may be sold under Rule 144 rather than
pursuant to this Prospectus. Finally, each Selling Shareholder and any brokers
and dealers through whom sales of the Class A Common Shares are made may be
deemed to be
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"underwriters" within the meaning of the 1933 Act, and the
commissions or discounts and other compensation paid to such persons may be
regarded as underwriters' compensation.
LEGAL MATTERS
The validity of the Class A Common Shares offered hereby will be passed
upon for Western Wireless by Preston Gates & Ellis LLP, 5000 Columbia Center,
701 Fifth Avenue, Seattle, Washington 98104. As of the date hereof, attorneys in
Preston Gates & Ellis LLP who have worked on substantive matters for Western
Wireless own less than 50,000 Class A Common Shares.
EXPERTS
The financial statements and schedules incorporated by reference in this
prospectus and elsewhere in the registration statement have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
reports with respect thereto, and are included herein in reliance of said firm
as experts in giving said reports.
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