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Filed pursuant to Rule 424(b)(3)
Registration No. 333-14859
PROSPECTUS SUPPLEMENT NO. 4
TO
PROSPECTUS DATED MAY 1, 1997
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[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
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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 JUNE 30, 1997, SENIOR INDEBTEDNESS
AGGREGATED APPROXIMATELY $1,065 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 October 14, 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"), Prospectus Supplement No. 2 thereto dated June 19, 1997 ("Prospectus
Supplement No. 2") and Prospectus Supplement No. 3 thereto dated August 13, 1997
("Prospectus Supplement No. 3"), 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 to Prospectus
Supplement No. 2.
On August 13, 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. 3.
On October 14, 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
October 14, 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 (Commission File No.) (IRS Employer
of 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 October 14, 1997, Western Wireless Corporation issued the following
press release:
FOR IMMEDIATE RELEASE
FOR FURTHER INFORMATION CONTACT:
Ken Prussing, Investor Relations Laura Cheung
Susan Sercu, Media Relations Hutchison Whampoa Limited
Western Wireless Corporation (852) 2128-1235
(425) 313-5200 fax (852) 2128-1766
[email protected]
[email protected]
WESTERN WIRELESS ANNOUNCES GLOBAL ALLIANCE
HUTCHISON TELECOM TO INVEST OVER $320 MILLION
ISSAQUAH, Wash. (October 14, 1997) -- Western Wireless Corp. (NASDAQ:
WWCA), a leading provider of cellular and personal communications services
(PCS), announced today that Hutchison Telecommunications Limited (HTL) has
agreed to invest approximately $248 million to purchase a 19.9 percent interest
in Western PCS Corp., a subsidiary of Western Wireless Corp. In addition,
Hutchison will purchase an approximate 5-percent interest in Western Wireless
Corp. for approximately $74 million. The investment represents the formation of
a global alliance between two prominent wireless communications companies.
"Hutchison Whampoa and its group companies, which include HTL in Hong Kong
and Orange in the United Kingdom, will be a tremendous partner for our efforts
in continuing to expand our PCS business. Western PCS recently surpassed the
100,000 subscriber threshold, demonstrating our success in building our business
quickly," said John W. Stanton, chairman and chief executive officer of Western
Wireless. "We were the first to launch an auction-awarded system in Honolulu in
February 1996. Since that time we have turned up all of the A- and B-block
licenses awarded to the company, and we were the first to launch a major C-block
license through our Cook Inlet partnership. We anticipate the investment by HTL
will allow us to expand our business and accelerate the development of many
markets purchased in the most recent auctions."
Commenting on the investment, a spokesperson for Hutchison Whampoa Limited
(HWL) said, "We are excited about the opportunity to invest in a company of the
caliber of Western PCS. This is our first major step into the U.S.
telecommunications market. The record of achievement by the Western management
team in building and developing PCS systems in the United States is outstanding.
To us this means that we are investing in one of the best telecommunications
companies in North America. Since one of Hutchison's Hong Kong mobile networks
and Orange's United Kingdom network both operate on a GSM (Global Systems for
Mobile Communications) platform, there will be excellent opportunities for the
development of roaming services with Western PCS' GSM network in the United
States. We look forward to being its partner as Western continues to grow its
business."
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Hutchison will purchase newly issued shares representing a 19.9 percent
interest in Western PCS Corp. for approximately $248 million. Western PCS Corp.
is the holding company for all PCS investments by Western Wireless Corp. in the
United States. In addition, Hutchison will purchase newly issued shares
representing an approximate 5-percent interest in the common stock of Western
Wireless Corp. for approximately $74 million. While both transactions are
subject to regulatory approvals, the companies anticipate the investment in
Western Wireless will close in the fourth quarter of 1997 and that the
investment in Western PCS will close in early 1998.
HWL, a conglomerate headquartered in Hong Kong, is engaged in 5 core
businesses: telecommunications; property; ports; retailing and manufacturing;
and energy and infrastructure. HWL recorded 1996 revenues of $4.743 billion and
profits of $1.555 billion. HTL, a subsidiary of HWL, is the largest operator of
mobile telephone and paging services in Hong Kong and also operates a fixed
network in Hong Kong. HWL owns a 49-percent interest in Orange plc, a fast
growing PCS provider in the United Kingdom, which runs the largest independent
service provider of mobile communications in both France and Germany. HWL also
provides telecommunications services in Singapore, Indonesia, Malaysia,
Thailand, India and Austrailia.
Based in Issaquah, Wash., Western Wireless Corp. is a leading provider of
wireless communications services in the western United States. It currently
offers cellular service marketed under the Cellular One(R) name in 15 western
states and provides PCS marketed under the VoiceStream(R) Wireless name in seven
U.S. metropolitan markets. Western Wireless' PCS network uses the globally
dominant GSM technology. In 1997, Western Wireless was granted PCS licenses for
100 new markets through the Federal Communications Commission's D- and E-block
auctions, and was granted 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 plus the Hawaiian
Islands.
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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
/s/ Alan R. Bender
Date October 14, 1997 _____________________________________
Alan R. Bender, Senior Vice President
