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PROSPECTUS SUPPLEMENT NO. 2
TO
PROSPECTUS DATED MAY 1, 1997
Filed pursuant to Rule 424(b)(3)
File No. 333-14859
[WESTERN WIRELESS LOGO]
WESTERN WIRELESS CORPORATION
CLASS A COMMON STOCK
(NO PAR VALUE PER SHARE)
10-1/2% SENIOR SUBORDINATED NOTES DUE 2006
10-1/2% SENIOR SUBORDINATED NOTES DUE 2007
SEE "RISK FACTORS" BEGINNING ON PAGE 13 FOR A DISCUSSION OF CERTAIN
CONSIDERATIONS RELEVANT TO AN INVESTMENT IN THE CLASS A COMMON STOCK, 10-1/2%
SENIOR SUBORDINATED NOTES DUE 2006 OR 10-1/2% SENIOR SUBORDINATED NOTES DUE
2007.
The Class A Common Stock is quoted on the Nasdaq National Market
under the symbol "WWCA."
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EACH OF THE 10-1/2% SENIOR SUBORDINATED NOTES DUE 2006 (THE "2006
NOTES") AND THE 10-1/2% SENIOR SUBORDINATED NOTES DUE 2007 (THE "2007 NOTES,"
AND, TOGETHER WITH THE 2006 NOTES, 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
SENIOR SUBORDINATED NOTES. THE 2006 NOTES AND THE 2007 NOTES RANK PARI PASSU
WITH ONE ANOTHER. THE COMPANY HAS NOT ISSUED, AND DOES NOT HAVE ANY FIRM
ARRANGEMENT TO ISSUE, ANY SIGNIFICANT INDEBTEDNESS TO WHICH THE SENIOR
SUBORDINATED NOTES WOULD BE SENIOR. AT MARCH 31, 1997, SENIOR INDEBTEDNESS
AGGREGATED APPROXIMATELY $473.0 MILLION.
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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This Prospectus has been prepared for and is to be used by Goldman,
Sachs & Co. in connection with offers and sales of the shares of Class A Common
Stock, the 10-1/2% Senior Subordinated Notes Due 2006 and the 10-1/2% Senior
Subordinated Notes Due 2007 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. See "Plan of Distribution."
GOLDMAN, SACHS & CO.
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The date of this Prospectus Supplement is June 19, 1997.
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This Prospectus Supplement is intended to be read in conjunction with
the Prospectus dated May 1, 1997 (the "Prospectus"), as supplemented by
Prospectus Supplement No. 1 thereto dated May 9, 1997 ("Prospectus Supplement
No. 1"), with respect to the Class A Common Stock, 10-1/2% Senior Subordinated
Notes Due 2006 and 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 May 9, 1997, 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 June 19, 1997, the Company filed with the Securities and Exchange
Commission a report on Form 8-K, a copy of which is attached hereto and deemed
to be a part hereof.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
June 19, 1997
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(Date of Report)
Western Wireless Corporation
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(Exact name of registrant as specified in its charter)
Washington 0-28160 91-1638901
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(State or other jurisdiction of (Commission File No.) (IRS Employer
incorporation) Identification No.)
2001 NW Sammamish Road, Issaquah, Washington 98027
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(Address of principal executive offices, including zip code)
(425) 313-5200
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(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
On June 19, 1997, Western Wireless Corporation issued the following
press release:
FCC Releases Order Affecting Processing of Radio Applications
ISSAQUAH, Wash. (June 19, 1997) - The Federal Communications Commission
("FCC") in the Matter of Mobilemedia Corporation et. al ("Mobilemedia") released
an order ("Order") on June 6, 1997 granting a 10-month stay of a Hearing
Designation Order ("HDO") that the FCC had adopted concerning Mobilemedia's
qualifications as a licensee. Pursuant to the Order, the Wireless
Telecommunications Bureau of the FCC (the "Bureau") was to produce a list of
former and current officers, directors and senior managers of Mobilemedia that
were potentially subject to the HDO. The Order stated that radio applications in
which a listed individual has an attributable interest shall not be granted
without resolution of the HDO matters or in the context of another specific
application. The Order further provided that if the Bureau recommends any radio
application in which a listed individual holds an attributable interest to be
granted, it shall refer the matter to the FCC Commissioners for disposition.
It is anticipated that the list produced by the Bureau will contain the
names of two of Western Wireless Corporation's directors, John L. Bunce, Jr. and
Mitchell R. Cohen, both general partners of the investment firm of Hellman &
Friedman. Messrs. Bunce and Cohen are current members of the Board of Directors
of Mobilemedia as a result of Hellman & Friedman's equity investment in that
Company. Investment partnerships controlled by Hellman & Friedman own
approximately 36 percent of the outstanding shares of Western Wireless
Corporation. Hellman & Friedman could be deemed to have attributable interests
in Western Wireless Corporation, and accordingly, the processing of Western
Wireless' applications before the FCC could, under the Order, take materially
longer than ordinary to process.
Management of Western Wireless is currently in discussions with the
FCC, as well as its affected Board members and shareholders, to develop
procedures to facilitate the processing of Western Wireless' radio applications
before the FCC. Western Wireless is confident that a satisfactory resolution to
the potential processing delays can be achieved.
Based in Issaquah, Wash., Western Wireless is a leading provider of
wireless communication services in the western United States. It currently
offers cellular service marketed under the CellularOne(r) name in fifteen
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 FCC'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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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
WESTERN WIRELESS CORPORATION
Date June 19, 1997 /s/ Alan R. Bender
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Alan R. Bender, Senior Vice President
