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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report April 6, 1998
WESTERN WIRELESS CORPORATION
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(Exact Name of Registrant as Specified in Charter)
Washington
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(State or Other Jurisdiction of Incorporation)
000-28160 91-1638901
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(Commission File Number) (IRS Employer Identification No.)
2001 NW Sammamish Road
Issaquah, WA 98027
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (425) 313-5200
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS
On April 6, 1998, Western Wireless Corporation issued the following
press release:
FOR IMMEDIATE RELEASE
FOR FURTHER INFORMATION CONTACT:
Investment Community: Media:
Ken Prussing John Snyder
Western Wireless Corporation Kaufer Miller Communications
(425) 313-7803 (425) 450-9965
[email protected] [email protected]
www.kmrc.com
WESTERN WIRELESS REGISTERS SHAREHOLDER STOCK
NO PRIMARY SHARES WILL BE OFFERED BY THE COMPANY
ISSAQUAH, Wash. (April 6, 1998) -- Western Wireless Corporation (NASDAQ:
WWCA), a leading provider of cellular and personal communications services
(PCS), today announced that it would register 10 million shares of its stock on
behalf of investment funds affiliated with Hellman & Friedman L.L.C. and The
Goldman Sachs Group L.P. Both shareholders were founding investors in
predecessors of Western Wireless and will continue to have large stakes in the
Company. No primary shares will be offered by the Company.
Hellman & Friedman Capital Partners II, L.P. and its affiliates, San
Francisco-based private equity partnerships, invested in a predecessor of
Western Wireless in July 1991. They have asked the Company to register 8.0
million of their 25.1 million shares. Hellman & Friedman Capital Partners II,
L.P. will continue to be the largest shareholder of the Company and will
maintain their two seats on the Board of Directors. Goldman Sachs is a New
York-based investment banking firm which also manages private equity funds.
Goldman Sachs originally invested in another predecessor of the Company in
October 1992 and has asked to register 2.0 million of their 12.1 million
shares. Goldman will continue to be the second largest shareholder of the
Company and will maintain their seat on the Board of Directors of the Company.
Other large shareholders have announced that they will not register their
shares for sale in the offering. John Stanton (Chairman and Chief Executive
Officer) and Theresa Gillespie (Senior Vice President) are the third largest
shareholders of the Company and they have announced that they will not register
or sell in the offering. No member of the Company's senior management is
registering his or her shares for sale in the offering.
The offering is expected to be underwritten. The Company will promptly file
documents with the Securities and Exchange Commission and the offering will be
made only by means of a
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Western Wireless Registers Shareholder Stock Page 2
prospectus. Certain other smaller, founding shareholders also have rights to
register stock under the offering.
Based in Issaquah, Wash., Western Wireless 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 17 western
states and provides PCS marketed under the VoiceStream(R) Wireless name in 12
states using the globally dominant GSM technology. Western Wireless' combined
cellular and PCS licenses, along with its investment in Cook Inlet, cover 59
percent of the land in the continental United States plus the Hawaiian Islands.
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 hereunto duly authorized.
WESTERN WIRELESS CORPORATION
April, 6 1998 By /s/ Alan R. Bender
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Date Alan R. Bender
Senior Vice President and
General Counsel
