<PAGE> 1
---------------------------
PROSPECTUS SUPPLEMENT NO. 1
TO
PROSPECTUS DATED MAY 1, 1997
---------------------------
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."
---------------------------
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.
---------------------------
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.
The date of this Prospectus Supplement is May 9, 1997.
<PAGE> 2
This Prospectus Supplement is intended to be read in conjunction with
the Prospectus dated May 1, 1997 (the "Prospectus") 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.
<PAGE> 3
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _______________
TO ________________
COMMISSION FILE NUMBER 000-28160
WESTERN WIRELESS CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
WASHINGTON 91-1638901
- --------------------------------------------- ---------------------------------
(State or other jurisdiction of incorporation (IRS Employer Identification No.)
or organization)
<TABLE>
<S> <C>
2001 NW SAMMAMISH ROAD
ISSAQUAH, WASHINGTON 98027
--------------------------------------- -------------
(Address of principal executive offices) (Zip Code)
</TABLE>
(425) 313-5200
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
NOT APPLICABLE
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report.)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
--- ---
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
<TABLE>
<CAPTION>
Title Shares Outstanding as of April 29, 1997
- --------------------------------------------------------------------------------
<S> <C>
Class A Common Stock, no par value 14,904,616
Class B Common Stock, no par value 55,109,944
</TABLE>
Page 1 of 18 sequentially numbered pages
<PAGE> 4
WESTERN WIRELESS CORPORATION
FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 1997
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Consolidated Balance Sheets
as of March 31, 1997, and December 31, 1996............................................................ 3
Consolidated Statements of Operations
for the Three Months Ended March 31, 1997 and March 31, 1996........................................... 4
Consolidated Statements of Cash Flows
for the Three Months Ended March 31, 1997 and March 31, 1996........................................... 5
Notes to Consolidated Financial Statements............................................................. 6
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS..........................................................10
PART II - OTHER INFORMATION.....................................................................................16
ITEM 1. LEGAL PROCEEDINGS......................................................................................16
ITEM 2. CHANGES IN SECURITIES..................................................................................16
ITEM 3. DEFAULTS UPON SENIOR SECURITIES........................................................................16
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS....................................................16
ITEM 5. OTHER INFORMATION......................................................................................16
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.......................................................................17
</TABLE>
2
<PAGE> 5
WESTERN WIRELESS CORPORATION
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
(Unaudited)
<TABLE>
<CAPTION>
March 31, December 31,
1997 1996
------------ -------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents ....................................................... $ 35,845 $ 54,885
Accounts receivable, net of allowance for doubtful accounts of
$4,507 and $4,266, respectively ........................................... 27,684 28,958
Inventory ....................................................................... 23,723 26,138
Prepaid expenses and other current assets ....................................... 15,581 14,809
Deposit held by FCC ............................................................. 17,251 25,000
----------- -----------
Total current assets ...................................................... 120,084 149,790
Property and equipment, net of accumulated depreciation
of $130,560 and $107,685, respectively ......................................... 637,637 538,617
Licensing costs and other intangible assets, net of accumulated
amortization of $59,403 and $55,363, respectively .............................. 539,192 540,482
Investments in and advances to unconsolidated affiliates ............................ 28,693 12,655
Other assets ........................................................................ 103 159
=========== ===========
$ 1,325,709 $ 1,241,703
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable ............................................................... $ 31,546 $ 14,122
Accrued liabilities ............................................................ 43,959 36,652
Construction accounts payable .................................................. 72,698 89,583
Unearned revenue and customer deposits ......................................... 4,628 4,097
----------- -----------
Total current liabilities ................................................ 152,831 144,454
----------- -----------
Long-term debt ..................................................................... 873,000 743,000
----------- -----------
Commitments (Note 6)
Shareholders' equity:
Preferred stock, no par value, 50,000,000 shares authorized;
no shares issued outstanding
Common stock, no par value, 300,000,000 shares authorized; Class A,
14,810,157 and 14,540,691 shares issued and outstanding, respectively;
Class B, 55,198,604 and 55,239,157 shares issued
and outstanding, respectively ............................................ 570,972 569,278
Deferred compensation .......................................................... (1,692) (800)
Deficit ........................................................................ (269,402) (214,229)
----------- -----------
Total shareholders' equity ............................................... 299,878 354,249
=========== ===========
$ 1,325,709 $ 1,241,703
=========== ===========
</TABLE>
See accompanying notes to consolidated financial statements
3
<PAGE> 6
WESTERN WIRELESS CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
Three months ended March 31,
-----------------------------
1997 1996
------------ -------------
<S> <C> <C>
Revenues:
Subscriber revenues ................................... $ 56,685 $ 35,337
Roamer revenues ....................................... 6,694 6,757
Equipment sales and other revenues .................... 8,181 3,941
----------- -----------
Total revenues ................................... 71,560 46,035
----------- -----------
Operating expenses:
Cost of service ....................................... 20,237 8,815
Cost of equipment sales ............................... 13,065 6,354
General and administrative ............................ 24,703 12,270
Sales and marketing ................................... 24,525 13,491
Depreciation and amortization ......................... 26,421 15,610
----------- -----------
Total operating expenses ......................... 108,951 56,540
----------- -----------
Operating loss ............................................. (37,391) (10,505)
----------- -----------
Other income (expense):
Interest and financing expense, net ................... (17,360) (8,134)
Equity in net loss of unconsolidated affiliates ....... (1,087) (40)
Other, net ............................................ 665 105
----------- -----------
Total other income (expense) ..................... (17,782) (8,069)
----------- -----------
Net loss ......................................... $ (55,173) $ (18,574)
=========== ===========
Net loss per common share .................................. $ (0.79) $ (0.31)
=========== ===========
Weighted average common shares and common
equivalent shares outstanding ......................... 69,934,000 59,487,000
=========== ===========
</TABLE>
See accompanying notes to consolidated financial statements
4
<PAGE> 7
WESTERN WIRELESS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
<TABLE>
<CAPTION>
Three months ended March 31,
----------------------------
1997 1996
---------- ---------
<S> <C> <C>
Operating activities:
Net loss ..................................................................... $(55,173) $(18,574)
Adjustments to reconcile net loss to net cash provided by (used in)
operating activities:
Depreciation and amortization ........................................... 27,453 15,610
Employee equity compensation ............................................ 296 115
Equity in net loss of unconsolidated affiliates ......................... 1,087 40
Other, net .............................................................. 140 208
Changes in operating assets and liabilities, net of effects from
consolidating acquired interests:
Accounts receivable, net ............................................ 1,274 1,741
Inventory ........................................................... 2,415 (4,158)
Prepaid expenses and other current assets ........................... (905) (3,190)
Accounts payable .................................................... 17,424 8,171
Accrued liabilities ................................................. 7,307 (735)
Unearned revenue and customer deposits .............................. 531 553
-------- --------
Net cash provided by (used in) operating activities ..................... 1,849 (219)
-------- --------
Investing activities:
Purchase of property and equipment ........................................... (139,270) (38,587)
Purchase of wireless licenses and other ...................................... (2,750) (4,233)
Acquisition of wireless properties, net of cash acquired ..................... (849) (36,045)
Investments in and advances to unconsolidated affiliates ..................... (16,276) (84)
Refund of deposit held by FCC ................................................ 7,749
-------- --------
Net cash used in investing activities ................................... (151,396) (78,949)
-------- --------
Financing activities:
Proceeds from issuance of common stock, net .................................. 507 1,000
Additions to long-term debt .................................................. 130,000 75,800
-------- --------
Net cash provided by financing activities ............................... 130,507 76,800
-------- --------
Decrease in cash and cash equivalents ............................................. (19,040) (2,368)
Cash and cash equivalents, beginning of period .................................... 54,885 8,572
-------- --------
Cash and cash equivalents, end of period .......................................... $ 35,845 $ 6,204
======== ========
</TABLE>
See accompanying notes to consolidated financial statements
5
<PAGE> 8
WESTERN WIRELESS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. ORGANIZATION AND BASIS OF PRESENTATION:
Western Wireless Corporation (the "Company") provides wireless
communications services in the western United States principally through the
ownership and operation of cellular and personal communications services ("PCS")
systems. The Company has acquired seven PCS licenses covering seven Major
Trading Areas ("MTAs"). The Company has initiated service in all seven MTAs,
including the Denver MTA which initiated wireless services on May 1, 1997.
The Company expects to incur significant operating losses and to
generate negative cash flows from operating activities during the next several
years while it develops and constructs its PCS systems and builds a PCS customer
base.
In January 1997, a wholly owned subsidiary of the Company was the high
bidder on 100 PCS Licenses in the D and E Block auctions conducted by the
Federal Communications Commission ("FCC"). The purchase price of the licenses
will be approximately $80.9 million. Cook Inlet Western Wireless PV/SS, L.P.
("Cook Inlet PCS"), a Delaware limited partnership in which the Company is a
49.9% limited partner, was the high bidder on 7 additional PCS licenses in the
FCC F block auction during January 1997.
The accompanying interim consolidated financial statements and the
financial information included herein are unaudited, but reflect all adjustments
which are, in the opinion of management, necessary for a fair presentation of
the financial position, results of operations and cash flows for the periods
presented. All such adjustments are of a normal, recurring nature. Results of
operations for interim periods presented herein are not necessarily indicative
of results of operations for the entire year. For further information, refer to
the Company's annual audited financial statements and footnotes thereto for the
year ended December 31, 1996, contained in the Company's Form 10-K dated March
28, 1997.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Cash and cash equivalents:
Cash and cash equivalents generally consist of cash, time deposits,
commercial paper and money market instruments. The Company invests its excess
cash in deposits with major banks and money market securities of investment
grade companies from a variety of industries and, therefore, bears minimal risk.
These investments have original maturity dates which do not exceed three months.
Such investments are stated at cost, which approximates fair market value.
Supplemental cash flow disclosure:
Cash paid for interest (net of amounts capitalized) was $12.7 million
and $7.9 million for the three months ended March 31, 1997 and 1996,
respectively.
Capitalized interest
During the three months ended March 31, 1997, the Company capitalized
interest in the amount of $3.0 million pertaining to the build out of its PCS
markets.
Recently issued accounting standards
The Financial Accounting Standards Board ("FASB") has recently issued
Statement No. 128 "Earnings Per Share." This Statement establishes standards
for computing and presenting earnings per share. The Company does not expect
implementation of the statement to have a material effect as the Company is in
a loss position. Additionally, the FASB has recently issued Statement No. 129
"Disclosure Of Information About Capital Structure." The Company does not
expect implementation of this statement to have a material effect to the
Company's financial statements.
6
<PAGE> 9
WESTERN WIRELESS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(Unaudited)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (CONTINUED):
Reclassifications
Certain amounts in prior year's financial statements have been
reclassified to conform to the 1997 presentation.
3. PROPERTY AND EQUIPMENT:
Property and equipment consists of (in thousands):
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1997 1996
--------- ------------
<S> <C> <C>
Land, buildings and improvements ................ $ 10,636 $ 8,433
Wireless communications systems ................. 440,078 370,628
Furniture and equipment.......................... 63,845 49,351
--------- ---------
514,559 428,412
Less accumulated depreciation ................... (130,560) (107,685)
--------- ---------
383,999 320,727
Construction in progress ........................ 253,638 217,890
========= =========
$ 637,637 $ 538,617
========= =========
</TABLE>
Depreciation expense was $23.2 million and $9.4 million for the three
months ended March 31, 1997, and 1996, respectively.
4. INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED AFFILIATES:
During the first quarter of 1997, the Company entered into a joint
venture to form ACG Telesystems Ghana, LLC ("Ghana"). Ghana is the parent
company to ACG Telesystems Ghana, LTD which owns a cellular license in the
Republic of Ghana. The Company has invested approximately $6.6 million in
Ghana at March 31, 1997.
During the first quarter of 1997, the Company increased its investment
in Latcom Wireless Telephone Co. to $5.9 million and increased its investment in
and advances to Cook Inlet PCS to $15.5 million.
5. LONG-TERM DEBT:
Long-term debt consists of (in thousands):
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1997 1996
--------- -----------
<S> <C> <C>
Credit Facility:
Revolver .................................. $100,000
Term Loan ................................. 200,000 $200,000
10-1/2% Senior Subordinated Notes Due 2006 ...... 200,000 200,000
10-1/2% Senior Subordinated Notes Due 2007 ...... 200,000 200,000
NORTEL Facility ................................. 173,000 143,000
======== ========
$873,000 $743,000
======== ========
</TABLE>
The Company has a $950 million credit facility with a consortium of
lenders (the "Credit Facility"), in the form of a $750 million revolving credit
loan ("the Revolver") and a $200 million term loan (the "Term Loan"). In
addition, a wholly owned subsidiary of the Company has a credit facility (the
"NORTEL Facility") with Northern Telecom Inc. ("NORTEL"). In March 1997, the
Company amended the NORTEL Facility to increase the Company's borrowing capacity
under the NORTEL Facility from $200 to $300 million.
7
<PAGE> 10
WESTERN WIRELESS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(Unaudited)
5. LONG-TERM DEBT - (CONTINUED):
At March 31, 1997, the unused portions of the NORTEL Facility and the
Credit Facility were $127 million and $650 million, respectively.
The aggregate amounts of principal maturities of the Company's debt
are as follows (in thousands):
<TABLE>
<S> <C>
Nine months ending December 31, 1997 .........................$ 0
Year ending December 31,
1998 ......................................................... 0
1999 ......................................................... 0
2000 ......................................................... 25,050
2001 ......................................................... 55,520
Thereafter ................................................... 792,430
---------
$ 873,000
=========
</TABLE>
6. COMMITMENTS:
Future minimum payments required under operating leases and agreements
that have initial or remaining noncancellable terms in excess of one year as of
March 31, 1997, are summarized below (in thousands):
<TABLE>
<S> <C>
Nine months ending December 31, 1997 .........................$ 14,706
Year ending December 31,
1998 ......................................................... 18,221
1999 ......................................................... 16,551
2000 ......................................................... 15,182
2001 ......................................................... 10,684
Thereafter ................................................... 13,912
---------
$ 89,256
=========
</TABLE>
Aggregate rental expense for all operating leases was approximately
$6.4 million and $2.2 million for the three months ended March 31, 1997 and
1996, respectively.
In order to ensure adequate supply and availability of certain
inventory requirements and service needs, the Company has committed to purchase
from various suppliers wireless communications equipment, handsets, and
services. These agreements expire at various dates through December 2005. The
aggregate amount of these commitments total approximately $456.5 million. At
March 31, 1997, the Company has ordered approximately $245.7 million under all
of these agreements, of which approximately $34.2 million is outstanding.
The Company has various other purchase commitments for materials, supplies and
other items incident to the ordinary course of business which are neither
significant individually nor in the aggregate. Such commitments are not at
prices in excess of current market value.
7. SHAREHOLDERS' EQUITY:
During the first quarter of 1997, the Company issued 133,913 shares of
its common stock and received $0.5 million of net proceeds as a result of
employee stock options that were exercised.
In January 1997, the Company granted 95,000 shares under its restricted
stock plan. Compensation expense recognized related to these shares were
approximately $0.4 million for the first quarter of 1997.
8
<PAGE> 11
WESTERN WIRELESS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(Unaudited)
8. ACQUISITIONS AND DISPOSITIONS:
On April 24, 1997, the Company and Triad Cellular Corporation, Triad
Cellular L.P. and certain of their affiliates (collectively "Triad") entered
into agreements whereby the Company has agreed to acquire from Triad the
cellular business and assets of Triad in the Rural Service Areas ("RSAs")
designated as Texas 1, 2, 4, and 5, Utah 3, 4 and 6, Oklahoma 7 and 8 and
Minnesota 7, 8 and 9, for an aggregate purchase price of (i) approximately $180
million, subject to adjustment, plus (ii) 1,600,000 shares of the Company's
Class A Common Stock, or, if a registration statement covering such shares of
Class A Common Stock is not effective within 90 days after the date of
acquisition of such assets, at the option of Triad, $20.0 million. In addition,
the Company has entered into an agreement with Triad whereby the Company agrees
to acquire from Triad their rights in and to the D and E Block FCC licenses for
PCS Systems in Oklahoma City, OK, Enid, OK, Stillwater, OK, Ponca City, OK,
Lubbock, TX, St. George, UT, Worthington, MN and Wilmer-Marshall, MN with
respect to which Triad was the high bidder in the recently conducted FCC
auctions, for an aggregate purchase price equal to the amounts paid through the
closing to the FCC by Triad for such licenses. Triad's successful bids for such
licenses aggregated approximately $4.8 million. The closing of each of the
acquisitions is conditional upon the satisfaction of certain conditions,
including obtaining all necessary FCC approvals.
9
<PAGE> 12
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF
THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. Statements contained in
this Quarterly Report that are not based on historical fact are "forward looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. The "Risk Factors" and cautionary statements identify important
factors, among others, that could cause actual results to differ materially from
those in the forward looking statements, where such factors are detailed in the
Company's 1996 prospectuses, as amended, filed with the Securities and Exchange
Commission.
The following is a discussion and analysis of the consolidated
financial condition and results of operations of the Company and should be read
in conjunction with the Company's consolidated financial statements and notes
thereto and other financial information included herein and in the Company's
annual report on Form 10-K for the year ended December 31, 1996. As a result of
PCS operations, the Company's operating results for prior periods may not be
indicative of future performance.
OVERVIEW
The Company provides wireless communications services in the western
United States through the ownership and operation of cellular communications
systems in 75 Rural Service Areas and Metropolitan Statistical Areas. At March
31, 1997 the Company had acquired broadband personal communications services
("PCS") licenses in seven Major Trading Areas ("MTAs"). Through March 31, 1997
the Company has commenced commercial operations in six of its PCS MTAs.
Effective May 1, 1997 the Company commenced operations in its Denver MTA. A
partnership in which the Company holds a 49.9% limited partnership interest
acquired broadband PCS licenses in 14 Basic Trading Areas ("BTAs") during 1996.
These BTAs are not yet operational. During 1997, the Company was the high bidder
on 100 additional PCS licenses in the Federal Communication Commission's ("FCC")
D and E Block auctions. The partnership in which the Company is a 49.9% limited
partner was the high bidder on 7 additional PCS licenses in the FCC F Block
auction during 1997.
The Company's revenues consist primarily of subscriber revenues
(including access charges and usage charges), roamer revenues (fees charged for
providing services to subscribers of other cellular communications systems when
such subscribers, or "roamers," place or receive a phone call within one of the
Company's service areas) and equipment sales. The majority of the Company's
revenues are derived from subscriber revenues. The Company had no revenues from
its paging or PCS systems prior to February 1, 1996 and February 29, 1996,
respectively. Revenues from paging systems are included in other revenue and
accounted for less than 2% of the Company's total revenues in 1996. The Company
expects to continue to sell cellular and PCS handsets below cost and regards
these losses as a cost of building its subscriber base. As used herein, "service
revenues" include subscriber, roamer and other revenues.
Cost of service consists of the cost of providing wireless service to
subscribers, primarily including costs to access local exchange and long
distance carrier facilities and maintain the Company's wireless network. General
and administrative expenses include the costs associated with billing a
subscriber and the administrative cost associated with maintaining subscribers,
including customer service, accounting and other centralized functions. General
and administrative expenses also include provisions for unbillable fraudulent
roaming charges and subscriber bad debt. Sales and marketing costs include costs
associated with acquiring a subscriber, including direct and indirect sales
commissions, salaries, all costs of sales offices and retail locations,
advertising and promotional expenses. Depreciation and amortization includes
depreciation expense associated with the Company's property and equipment in
service and amortization associated with its wireless licenses for operational
markets. The Company amortizes licensing costs associated with PCS systems once
they become operational.
Certain centralized general and administrative costs, including
customer service, accounting and other centralized functions, benefit all of the
Company's operations. These costs are allocated to those operations in a manner
which reflects management's judgment as to the nature of the activity causing
those costs to be incurred.
As used herein, "EBITDA" represents operating loss before depreciation
and amortization. EBITDA is a measure commonly used in the industry and should
not be construed as an alternative to operating income (loss) (as determined in
accordance with Generally Accepted Accounting Principles, "GAAP"), as an
alternative to cash
10
<PAGE> 13
flows from operating activities (as determined in accordance with GAAP), or as a
measure of liquidity. Cellular EBITDA represents EBITDA from the Company's
cellular operations.
The Company expects a decline in consolidated EBITDA as it develops,
constructs and operates its PCS systems and aggressively seeks to build its PCS
subscriber base. To the extent that the time to complete the PCS build-out is
faster or the costs are greater than expected, operating losses will increase
and consolidated EBITDA may be negative for some periods. The Company has
experienced rapid growth in its revenues and assets during the periods set forth
below, which rates of growth will not necessarily continue over the next few
years. The Company has made and expects to make substantial capital expenditures
in connection with the expansion of its wireless communications systems. The
Company's results of operations for the periods described herein will not
necessarily be indicative of future performance.
In the comparisons that follow, the Company has separately set forth
certain information relating to cellular operations (including paging) and PCS
operations. The Company believes that this is appropriate because its cellular
systems have been operating for a number of years while its first PCS system
commenced operations during the first quarter of 1996.
RESULTS OF OPERATIONS
Results of Operations for the Three Months Ended March 31, 1997,
Compared to the Three Months Ended March 31, 1996
The Company had 351,200 cellular subscribers at March 31, 1997,
representing an increase of 27,000 or 8.3% from December 31, 1996. At March 31,
1996, the Company had 239,200 cellular subscribers representing an increase of
29,700 or 14.2% from December 31, 1995. For the three months ended March 31,
1997 and March 31, 1996, the net number of cellular subscribers added through
system acquisitions was approximately 0 and 5,400, respectively. The Company had
49,000 PCS subscribers at March 31, 1997, representing an increase of 13,500 or
38.0% from December 31, 1996. The Company had 2,200 PCS subscribers at March 31,
1996 as a result of initiating commercial service in its Honolulu MTA on
February 29, 1996.
REVENUES
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
----------------------------------------------
1997 1996
---------------------- --------------------
CELLULAR PCS CELLULAR PCS
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Subscriber revenues ................ $49,382 $ 7,303 $35,188 $ 149
Roamer revenues .................... 6,694 6,757
Equipment sales .................... 2,905 3,999 2,695 420
Other revenues (1) ................. 1,277 826
--------- ------- ------- -------
Total revenues ................ $60,258 $11,302 $45,466 $ 569
========= ======= ======= =======
</TABLE>
------------------
(1) Primarily revenue from paging services
Cellular subscriber revenues increased to $49.4 million for the three
months ended March 31, 1997, from $35.2 million for the three months ended March
31, 1996. This $14.2 million or 40.3% increase is primarily due to the growth in
the number of subscribers partially offset by a decrease in the average monthly
cellular subscriber revenue per subscriber. Average monthly cellular subscriber
revenue per subscriber, calculated as the average of the monthly averages, was
$48.75 for the three months ended March 31, 1997, as compared to $51.87 for the
three months ended March 31, 1996. The Company experienced a 6.0% decline in
average monthly subscriber revenue per subscriber for the three months ended
March 31, 1997, from the three months ended March 31, 1996. The Company
anticipates this downward trend to continue in 1997. Over the past few years the
cellular industry as a whole has also shown a decline in the average monthly
cellular subscriber revenue per subscriber.
PCS subscriber revenues for the three months ended March 31, 1997, were
$7.3 million. Average monthly PCS subscriber revenue per subscriber was $58.33
for the three months ended March 31, 1997. PCS subscriber revenues for the three
months ended March 31, 1996 were $0.1 million, representing one month of
operations in Hawaii. Accordingly, no average PCS revenue statistics are
reflected herein.
11
<PAGE> 14
Roamer revenues were $6.7 million for the three months ended March 31,
1997, compared to $6.8 million for the three months ended March 31, 1996, a
decrease of $0.1 million or 0.9%. A decline in the Company's roamer revenues
generally reflects the decline in rates charged by carriers between each other
in the industry, offset by increased roaming traffic. Roamer revenues as a
percentage of total cellular revenues declined to 11.1% for the three months
ended March 31, 1997, from 14.9% for the three months ended March 31, 1996.
While the Company expects total roamer minutes to continue to increase, further
declines in the rates charged between carriers may limit revenue growth in 1997.
Cellular equipment sales, which consist primarily of handset sales,
increased to $2.9 million for the three months ended March 31, 1997, from $2.7
million for the three months ended March 31, 1996. This $0.2 million or 7.8%
increase is primarily due to the 11.6% increase in handsets sold offset by a
slight decrease in the average cellular handset sales price. PCS equipment sales
were $4.0 million for the three months ended March 31, 1997 compared to $0.4
million for the three months ended March 31, 1996. This $3.6 million increase is
due to the increase in handsets sold as a result of the commencement of
commercial operations in six of the Company's PCS MTAs during 1996. The Company
anticipates continued growth in equipment sales as a result of increases in
cellular and PCS subscriber additions and the commencement of commercial
operations in its remaining PCS markets.
Other revenue, which consists primarily of paging revenues, were $1.3
million for the three months ended March 31, 1997, compared to $0.8 million for
the three months ended March 31, 1996, following the acquisition of paging
operations in February 1996.
OPERATING EXPENSES
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
------------------------------------------------------------------
1997 1996
---------------------------- --------------------------------
CELLULAR PCS CELLULAR PCS
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Cost of service...............................$ 11,066 $ 9,171 $ 8,407 $ 408
Cost of equipment sales....................... 5,943 7,122 5,437 917
General and administrative.................... 13,587 11,116 9,169 3,101
Sales and marketing........................... 12,055 12,470 11,004 2,487
Depreciation and amortization................. 15,924 10,497 15,160 450
--------- --------- --------- ------
Total operating expenses.................$ 58,575 $ 50,376 $ 49,177 $7,363
========= ========= ========= ======
</TABLE>
CELLULAR OPERATING EXPENSES
Cost of service increased to $11.1 million for the three months ended
March 31, 1997, from $8.4 million for the three months ended March 31, 1996.
This increase is primarily attributable to the increased number of subscribers
which resulted in increased costs to access local exchange and long distance
carrier facilities and to maintain the Company's expanding wireless network.
While cost of service increased $2.7 million or 31.6%, it decreased as a
percentage of service revenues to 19.3% for the three months ended March 31,
1997, from 19.6% for the three months ended March 31, 1996, which is due
primarily to efficiencies gained from the growing subscriber base.
Cost of equipment sales increased to $5.9 million for the three months
ended March 31, 1997, from $5.4 million for the three months ended March 31,
1996. This $0.5 million or 9.3% increase is due primarily to the 11.6% increase
in handsets sold, for the three months ended March 31, 1997, compared to the
three months ended March 31, 1996.
General and administrative costs increased to $13.6 million for the
three months ended March 31, 1997, from $9.2 million for the three months ended
March 31, 1996, an increase of $4.4 million or 48.2%. The Company's general and
administrative costs are principally considered to be variable costs, that is
costs that will vary with the level of subscribers. The increase is primarily
attributable to the increase in costs associated with supporting the increased
subscriber base. While the Company has not incurred material fraud or bad debt
expenses to date and continues to develop and invest in measures to minimize
such expenses, there can be no assurance that such expenses will not increase in
the future.
12
<PAGE> 15
Sales and marketing costs increased to $12.1 million for the three
months ended March 31, 1997, from $11.0 million for the three months ended March
31, 1996, primarily due to net subscriber additions. Sales and marketing costs
per net subscriber added, excluding subscribers added from acquisitions,
decreased to $446 for the three months ended March 31, 1997, from $455 for the
three months ended March 31, 1996. This 2.0% decrease is a result of reduced
advertising and promotional costs and a reduction in churn. Including the losses
on equipment sales, the cost per net subscriber added decreased to $559 for the
three months ended March 31, 1997, from $566 for the three months ended March,
31 1996.
Depreciation expense increased to $14.0 million for the three months
ended March 31, 1997, from $9.2 million for the three months ended March 31,
1996. This increase of $4.8 million or 52.2%, is attributable to the continued
expansion of the Company's cellular systems. Amortization expense decreased to
$1.9 million for the three months ended March 31, 1997, from $6.0 million for
the three months ended March 31, 1996. This $4.1 million or 68.3% decrease is
primarily attributable to the Company prospectively changing its amortization
period for cellular licensing costs from 15 years to 40 years, effective January
1, 1997, to conform more closely with industry practices.
PCS OPERATING EXPENSES
Total PCS operating expenses were $50.4 million for the three months
ended March 31, 1997, compared to $7.4 million for the three months ended March
31, 1996. A portion of each individual component of PCS operating expenses were
start-up costs incurred prior to the commencement of operations in each PCS
system. Exclusive of depreciation and amortization expense which was not
material, approximately $2.7 million of start-up costs was incurred for the
three months ended March 31, 1997, compared to $3.8 million for the three months
ended March 31, 1996. As the subscriber base continues to grow during 1997, the
Company expects total operating expenses to increase. Accordingly, the PCS
operating expenses are not representative of future operations.
Cost of service expenses and cost of equipment sales represents the
expenses incurred by the operational PCS systems, of which there were six in the
first quarter of 1997 and one in the first quarter of 1996. Accordingly, cost of
service increased to $9.2 million and cost of equipment sales increased to $7.1
million for the three months ended March 31, 1997, from $0.4 million and $0.9
million, respectively, for the three months ended March 31, 1996. General and
administrative costs increased to $11.1 million for the three months ended March
31, 1997, from $3.1 million for the three months ended March 31, 1996, due to
the costs associated with supporting the additional markets in which the Company
has operations. Sales and marketing costs increased to $12.5 million for the
three months ended March 31, 1997, from $2.5 million for the three months ended
March 31, 1996, as a result of the increase in net subscriber additions.
Depreciation expense of $9.2 million and amortization expense of $1.3 million
for the three months ended March 31, 1997, will increase throughout 1997 as the
initial PCS systems become fully operational.
OPERATING INCOME (LOSS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
------------------------------------------------
1997 1996
----------------------- ----------------------
CELLULAR PCS CELLULAR PCS
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Operating Income (loss).......... $ 1,683 $ (39,074) $ (3,711) $ (6,974)
======= ========= ========== =========
</TABLE>
Total operating loss increased to $37.4 million for the three months
ended March 31, 1997, from $10.5 million for the three months ended March 31,
1996, primarily as a result of the $39.1 million operating loss attributable to
PCS operations partially offset by the cellular operating income.
OTHER INCOME (EXPENSE)
Interest and financing expense, net of capitalized interest, increased
to $17.4 million for the three months ended March 31, 1997, from $8.1 million
for the three months ended March 31, 1996. The increase of $9.3 million or 113%,
is primarily attributable to an increase in long-term debt, which increased to
$873.0 million at March 31, 1997, from $438.5 million at March 31, 1996,
incurred primarily to fund the Company's capital expenditures associated with
the build-out of the Company's PCS systems. Interest expense will increase in
1997 as a result of
13
<PAGE> 16
the increased borrowings the Company has incurred, and will continue to incur,
to fund its expansion. The weighted average interest rate before the effect of
capitalized interest was 10.3% for the three months ended March, 31 1997, and
8.1% for the three months ended March 31, 1996.
EBITDA
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
------------------------------------------------
1997 1996
----------------------- ----------------------
CELLULAR PCS CELLULAR PCS
(IN THOUSANDS)
<S> <C> <C> <C> <C>
EBITDA........................... $17,607 $ (28,577) $ 11,449 $ (6,344)
======= ========= ========== =========
</TABLE>
EBITDA declined to negative $11.0 million for the three months ended
March 31, 1997, from $5.1 million for the three months ended March 31, 1996,
primarily due to the negative $28.6 million EBITDA attributable to PCS
operations offset by an increase in cellular EBITDA. Cellular EBITDA increased
53.8% to $17.6 million for the three months ended March 31, 1997, from $11.4
million for the three months ended March 31, 1996, primarily as a result of
increased revenues due to the increased subscriber base and the related cost
efficiencies recognized. As a result, cellular operating margin (cellular EBITDA
as a percentage of cellular service revenues) increased to 30.7% for the three
months ended March 31, 1997, from 26.6% for the three months ended March 31,
1996.
LIQUIDITY AND CAPITAL RESOURCES
The Company has a credit facility (the "Credit Facility") with a
consortium of lenders providing for $750 million of revolving credit and a $200
million term loan. A subsidiary of the Company also has a credit facility (the
"NORTEL Facility" and, together with the Credit Facility, the "Senior Secured
Facilities") with Northern Telecom Inc. and a consortium of lenders. The NORTEL
Facility was recently amended to increase the amount of the facility from $200
million to $300 million. As of March 31, 1997, $300 million and $173 million
were outstanding under the Credit Facility and the NORTEL Facility,
respectively, and the amounts available for borrowing under the Credit Facility
and the NORTEL Facility were $15 million and $127 million, respectively.
Indebtedness under the Credit Facility and the NORTEL Facility matures on March
31, 2005, and December 31, 2003, respectively, and bears interest at variable
rates. Substantially all the assets of the Company are pledged as security for
such indebtedness.
On April 24, 1997, the Company and Triad Cellular Corporation, Triad
Cellular L.P. and certain of their affiliates (collectively "Triad") entered
into agreements whereby the Company has agreed to acquire from Triad the
cellular business and assets of Triad in the Rural Service Areas ("RSAs")
designated as Texas 1, 2, 4, and 5, Utah 3, 4 and 6, Oklahoma 7 and 8 and
Minnesota 7, 8 and 9, for an aggregate purchase price of (i) approximately $180
million, subject to adjustment, plus (ii) 1,600,000 shares of the Company's
Class A Common Stock, or, if a registration statement covering such shares of
Class A Common Stock is not effective within 90 days after the date of
acquisition of such assets, at the option of Triad, $20.0 million. In addition,
the Company has entered into an agreement with Triad whereby the Company agrees
to acquire from Triad their rights in and to certain D and E Block FCC licenses
with respect to which Triad was the high bidder in the recently conducted FCC
auctions, for an aggregate purchase price equal to the amounts paid through the
closing to the FCC by Triad for such licenses. Triad's successful bids for such
licenses aggregated approximately $4.8 million.
The Company currently anticipates spending approximately $100 million
to complete the initial build-out of its PCS MTA systems and to begin
construction of the Seattle and Phoenix/Tucson BTA systems and approximately $81
million for the acquisition of the D and E Block PCS licenses for which it was
the high bidder in the recently concluded FCC auction in 1997. The Company will
also require approximately $185 million to complete the acquisition of Triad in
the fourth quarter of 1997. In addition, further funds will be required to
finance the continued growth of its cellular and PCS operations (which may be
significant), provide for working capital, and service debt. The Company will
utilize cash on hand and amounts available for borrowing under the Credit
Facility and the NORTEL Facility for such purposes. While the Company believes
such sources will be sufficient, to the extent that the build-out of the PCS
systems or other costs associated with the growth of its business are greater
than expected, the Company will need to seek additional financing. The Company
continues to consider additional sources of funding to meet those potential
needs which may include the issuance of additional indebtedness or the
14
<PAGE> 17
sale of additional equity. There can be no assurance that such funds will be
available to the Company on acceptable or favorable terms.
The Company continues to evaluate acquisition opportunities, joint
ventures and other potential business transactions. Such transactions, if
completed, could require additional funds raised through the issuance of
additional indebtedness or the sale of additional equity. There can be no
assurance that such funds will be available to the Company on acceptable or
favorable terms.
Net cash provided by operating activities for the three months ended
March 31, 1997, was $1.8 million. Adjustments to the $55.2 million net loss for
such period to reconcile to net cash provided by operating activities primarily
included $27.5 million of depreciation and amortization (including the
amortization of deferred financing costs). Other adjustments included changes in
operating assets and liabilities, net of effects from consolidating acquired
interests, consisting primarily of a decrease of $2.4 million in inventory as a
result of first quarter equipment sales, and an increase of $17.4 million in
accounts payable and $7.3 million in accrued liabilities as a result of the
continued growth of the Company's PCS business. Net cash used in operating
activities was $0.2 million for the three months ended March 31, 1996.
Net cash used in investing activities was $151.4 million for the three
months ended March 31, 1997. Investing activities for such period consisted
primarily of purchases of property and equipment of $139.3 million of which
$122.0 million was attributable to PCS capital expenditures and advances made to
affiliates of $16.3 million primarily due to a revolving loan agreement with
Cook Inlet PCS and funding of international ventures partially offset by a $7.7
million refund of deposits held by the FCC. Net cash used in investing
activities was $78.9 million for the three months ended March 31, 1996.
Net cash provided by financing activities was $130.5 million for the
three months ended March 31, 1997. Financing activities for such period
consisted primarily of additions to long-term debt, which provided cash of
$130.0 million. Net cash provided by financing activities was $76.8 million for
the three months ended March 31, 1996.
The Company holds a 49.9% limited partnership interest in a partnership
entity which acquired licenses in 14 BTAs in the FCC C Block auctions and was
the high bidder on 7 BTA licenses in the F Block auction. The partnership is
subject to the FCC's build-out requirements and will require significant
additional amounts to complete the build-out of its PCS systems and to meet the
government debt service requirements on the C Block license purchase prices.
The potential sources of such additional funding include vendor loans, loans or
capital contributions by the partners of the partnership or other third party
financing. The Company funded the operations of the partnership during the
three months ended March 31, 1997, and has agreed to enter into a loan
agreement with the partnership whereby the Company would agree to provide a $20
million revolver/term loan to the partnership at an interest rate equal to the
higher of fifteen percent or the London Interbank Offer Rate ("LIBOR") plus 5%.
At March 31, 1997, the Company had advanced funds totaling $10.4 million to the
partnership. These advances are due in August 1997.
In the ordinary course of business, the Company continuously reviews
potential acquisition opportunities and has entered into various joint
development agreements with respect to international interests. Any such
prospective acquisitions would be financed with the borrowings under the Credit
Facility or additional financing, which may not be on terms favorable to the
Company.
SEASONALITY
The Company, and the wireless communications industry in general, have
historically experienced significant subscriber growth during the fourth
calendar quarter. Accordingly, during such quarter the Company experiences
greater losses on equipment sales and increases in sales and marketing expenses.
The Company has historically experienced highest usage and revenue per
subscriber during the summer months. The Company expects these trends to
continue.
15
<PAGE> 18
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There are no material, pending legal proceedings to which the Company
or any of its subsidiaries or affiliates is a party or of which any of their
property is subject which, if adversely decided, would have a material adverse
effect on the Company.
On April 29, 1997, Western PCS BTA I Corporation, a wholly-owned
subsidiary of the Company ("Western BTA"), received a civil investigative demand
from the Department of Justice ("DOJ") requiring production of certain documents
and responses to certain interrogatories in connection with the DOJ's
investigation of bid rigging and market allocation for PCS licenses auctioned by
the FCC. Western BTA understands that similar demands were issued to numerous
other participants in the FCC PCS auctions. Western BTA believes that its
conduct throughout the PCS auctions was consistent with all FCC regulations and
applicable laws and intends to cooperate fully with the DOJ's investigative
demand.
ITEM 2. CHANGES IN SECURITIES
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
16
<PAGE> 19
ITEM 6. EXHIBITS AND REPORTS ON FORM 8
<TABLE>
<CAPTION>
(a) Exhibit Description
----------- -----------
<S> <C>
10.44 Western Wireless Corporation 1997 Executive Restricted Stock Plan(1)
10.45 Form of First Amendment to Amended and Restated Loan agreement among Western
Wireless Corporation and The Toronto Dominion Bank, Barclays Bank, PLC, and
Morgan Guaranty Trust Company of New York, as Managing Agents for the various
lenders, dated March 27, 1997(1)
10.46 Purchase Agreement, dated April 24, 1997, by and among Western Wireless
Corporation, Triad Texas, L.P., Triad Utah, L.P., Triad Oklahoma, L.P., Triad
Cellular Corporation and Triad Cellular L.P.(1)
10.47 Purchase Agreement, dated April 24, 1997, by and between Western Wireless
Corporation and Triad Cellular Corporation.(1)
10.48 Agreement and Plan of Merger, dated April 24, 1997, by and among Western
Wireless Corporation, Minnesota Cellular Corporation, Triad Investment
Minnesota, Inc., Barry B. Lewis, Craig W. Viehweg, Terry E. Purvis, Triad
Cellular Corporation, Triad Cellular L.P., and Triad Minnesota, L.P.(1)
10.49 Purchase Agreement, dated April 24, 1997, by and between Western Wireless
Corporation and Triad Cellular, L.P.(1)
10.50* First Amendment to Loan Agreement, dated as of March 6, 1997, among
Western PCS II Corporation, Northern Telecom Inc., NTFC Capital Corporation
and Export Development Corporation
10.51* Second Amendment to Loan Agreement, dated as of April 15, 1997, among
Western PCS II Corporation, Northern Telecom Inc., NTFC Capital Corporation
and Export Development Corporation
27.1 Financial Data Schedule
</TABLE>
------------------
* Portions of this Exhibit were omitted and filed separately with
the Secretary of the Commission pursuant to the Registrant's
Application Requesting Confidential Treatment under Rule 246-2
of the Securities Exchange Act of 1934.
(1) Incorporated by reference to the exhibit filed with the
Registrant's Registration Statement on Form S-1 (Commission
File No. 333-14859)
(b) Reports on Form 8-K
None.
17
<PAGE> 20
SIGNATURES
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 thereunto duly authorized.
Western Wireless Corporation
By /s/ Donald Guthrie By /s/ Nastashia Stoneman Press
---------------------------- -------------------------------
Donald Guthrie Nastashia Stoneman Press
Chief Financial Officer Principal Accounting Officer
Dated: May 7, 1997
18
