<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 19, 1997
Registration No. 333-39721
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SECURITIES AND EXCHANGE COMMISSION
Amendment No. 1 to FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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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 Number)
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2001 NW SAMMAMISH ROAD
ISSAQUAH, WASHINGTON 98027
(425) 313-5200
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)
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ALAN R. BENDER, ESQ.
SENIOR VICE PRESIDENT, GENERAL COUNSEL
WESTERN WIRELESS CORPORATION
2001 NW SAMMAMISH ROAD
ISSAQUAH, WASHINGTON 98027
(425) 313-5200
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for service)
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Copies to:
G. SCOTT GREENBURG, ESQ.
RICHARD A. MONTFORT, ESQ.
PRESTON GATES & ELLIS LLP
5000 COLUMBIA CENTER
701 FIFTH
SEATTLE, WASHINGTON 98104
(206) 623-7580
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: At such time or
times after the effective date of this Registration Statement as the Selling
Shareholder shall determine.
If the only securities being registered on this form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box: [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box: [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under he Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering: [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [ ]
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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The Index to Exhibits is located at Page II-4.
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TABLE OF CONTENTS
Page
----
AVAILABLE INFORMATION..........................................................2
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE..............................2
THE COMPANY....................................................................3
USE OF PROCEEDS................................................................3
SELLING SHAREHOLDERS...........................................................4
PLAN OF DISTRIBUTION...........................................................4
LEGAL MATTERS..................................................................5
EXPERTS........................................................................5
INFORMATION NOT REQUIRED IN PROSPECTUS......................................II-1
SIGNATURES..................................................................II-3
INDEX TO EXHIBITS...........................................................II-4
<PAGE> 3
SUBJECT TO COMPLETION, DATED NOVEMBER 19, 1997
PROSPECTUS
[LOGO]
WESTERN WIRELESS CORPORATION
1,600,000 Class A Common Shares No Par Value Per Share
----------------------------------------
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 4, 1997 was $18 1/8
per 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.
------------------------------------
The date of this Prospectus is November __, 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.
-----------------------------------
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>
- ----------
(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
4
<PAGE> 7
"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.
5
<PAGE> 8
Part II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The expenses relating to the registration of Shares will be borne by the
registrant. Such expenses are estimated to be as follows:
Registration Fee -- Securities and Exchange Commission $ 8,788
Accountants' Fees $ 1,000
Legal Fees $ 6,000
Miscellaneous $ 4,222
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Total $20,000
Item 15. 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 directors' and officers'
liability insurance.
The Company's Bylaws and Articles of Incorporation provide that the
Company shall, to the full extent permitted by the Washington Business
Corporation Act (the "Washington Business Act") of the State of Washington, as
amended from time to time, indemnify 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.
Item 16. List of Exhibits.
The Exhibits to this registration statement are listed in the Index to
Exhibits on page II-4.
Item 17. Undertakings.
The undersigned 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:
(i) To include any prospectus required by section 10(a)(3) of the 1933
Act;
II-1
<PAGE> 9
(ii) To reflect in the prospectus any facts or events after the
effective date of this registration statement (or the recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this registration statement or any
material change to such information in this registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by Western Wireless pursuant
to Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this registration statement.
(2) That, for the purpose of determining any liability under the 1933
Act, 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.
(4) For purposes of determining any liability under the 1933 Act, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) 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.
(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 Act 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 1933 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 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.
II-2
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it has met all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Issaquah, State of Washington on this
19th day of November, 1997.
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 below on November 19, 1997 by the
following persons in the capacities indicated.
SIGNATURES TITLE
- ---------- -----
* Chairman, Chief Executive Officer
- ------------------------------- and Director (Principal Executive
John W. Stanton Officer
* Vice Chairman and Chief Financial
- ------------------------------- Officer (Principal Accounting
Donald Guthrie Officer)
* Director
- -------------------------------
John L Bunce, Jr.
* Director
- -------------------------------
Mitchell R. Cohen
* Director
- -------------------------------
Daniel J. Evans
* Director
- -------------------------------
Jonathan M. Nelson
* Director
- -------------------------------
Terence M. O'Toole
*By /s/ ALAN R. BENDER
- -------------------------------
Alan R. Bender
Attorney-in-Fact
II-3
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INDEX TO EXHIBITS
Exhibit No. Description Page
- ----------- ----------- ----
3 Articles of Incorporation *
5 Opinion of Counsel re: legality **
23.1 Consent of Arthur Andersen LLP as
Independent Public Accountants See attached.
23.2 Consent of Preston Gates & Ellis LLP See Exhibit 5.
24 Power of Attorney **
- ----------
* Incorporated by reference from Exhibit No. 3.1 to the registration
statement of Western Wireless filed on Form S-1, Registration No. 2342, dated
May 22, 1996.
** Previously filed
II-4
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Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our reports dated
February 18, 1997 included in Western Wireless Corporation's Form 10-K for the
year ended December 31, 1996 and to all references to our firm included in this
registration statement.
/s/ Arthur Andersen LLP
Seattle, Washington
November 18, 1997
