<PAGE>
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a party other than the registrant [_]
Check the appropriate box:
[_] CONFIDENTIAL, FOR USE OF THE
[_] Preliminary proxy statement COMMISSION ONLY, (AS PERMITTED
BY RULE 14A-6(E)(2))
[X] Definitive proxy statement
[_] Definitive additional materials
[_] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
WESTERN WIRELESS CORPORATION
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
WESTERN WIRELESS CORPORATION
(NAME OF PERSON(S) FILING PROXY STATEMENT)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11:
(1) Title of each class of securities to which transaction applies: N.A.
(2) Aggregate number of securities to which transaction applies: N.A.
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11: N.A.
(4) Proposed maximum aggregate value of transaction: N.A.
(5) Total fee paid: N.A.
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount previously paid: N.A.
(2) Form, Schedule or Registration Statement no.: N.A.
(3) Filing party: N.A.
(4) Date filed: N.A.
<PAGE>
[LOGO OF WESTERN
(R) WIRELESS]
Seattle, Washington
April 15, 1998
Dear Shareholders:
You are cordially invited to attend the Western Wireless Corporation Annual
Meeting of Shareholders to be held on Thursday, May 21, 1998 at 9:00 a.m.
(Pacific daylight time) at The Museum of History and Industry, 2700 24th
Avenue East, Seattle, Washington 98112. Directions to The Museum of History
and Industry are included with this Notice of Annual Meeting and Proxy
Statement.
The matters to be acted upon are described in the accompanying Notice of
Annual Meeting and Proxy Statement. At the meeting, we will also report on
Western Wireless' operations and respond to questions you may have.
YOUR VOTE IS VERY IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND, IT IS
IMPORTANT THAT YOUR SHARES BE REPRESENTED. PLEASE SIGN, DATE, AND MAIL THE
ENCLOSED PROXY CARD AS SOON AS POSSIBLE IN THE ENCLOSED POSTAGE PREPAID
ENVELOPE IN ORDER TO ENSURE THAT YOUR VOTE IS COUNTED. IF YOU ATTEND THE
MEETING, YOU WILL, OF COURSE, HAVE THE RIGHT TO VOTE YOUR SHARES IN PERSON.
Very truly yours,
/s/ John W. Stanton
John W. Stanton
Chairman and
Chief Executive Officer
<PAGE>
WESTERN WIRELESS CORPORATION
2001 N.W. SAMMAMISH ROAD
ISSAQUAH, WASHINGTON 98027
----------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MAY 21, 1998
To the Shareholders:
The Annual Meeting of the Shareholders of Western Wireless Corporation, a
Washington corporation, will be held at The Museum of History and Industry,
2700 24th Avenue East, Seattle, Washington 98112, on Wednesday, May 21, 1998,
at 9:00 a.m. (Pacific daylight time) for the following purposes:
1. To elect six directors to serve until the Annual Meeting of Shareholders
for 1999 and until their respective successors are elected and
qualified;
2. To ratify the selection of Arthur Andersen LLP as the Company's
independent auditors for 1998; and
3. To transact such other business as may properly come before the meeting
or any adjournment thereof.
Only shareholders of record at the close of business on April 1, 1998 will
be entitled to notice of, and to vote at, the Annual Meeting and any
adjournments thereof.
The Company's Proxy Statement is submitted herewith. Financial and other
information concerning the Company is contained in the enclosed Annual Report
for the year ended December 31, 1997.
By Order of the Board of Directors
/s/ Alan R. Bender
Alan R. Bender
Secretary
Issaquah, Washington
April 15, 1998
YOUR VOTE IS IMPORTANT
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE URGED TO DATE AND SIGN
THE ENCLOSED PROXY CARD AND RETURN IT AS PROMPTLY AS POSSIBLE IN THE ENCLOSED
STAMPED AND ADDRESSED ENVELOPE IN ORDER THAT THE PRESENCE OF A QUORUM MAY BE
ASSURED. THE GIVING OF SUCH PROXY DOES NOT AFFECT YOUR RIGHT TO REVOKE IT
LATER OR VOTE YOUR SHARES IN PERSON IN THE EVENT THAT YOU SHOULD ATTEND THE
MEETING.
<PAGE>
WESTERN WIRELESS CORPORATION
2001 N.W. SAMMAMISH ROAD
ISSAQUAH, WASHINGTON 98027
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
MAY 21, 1998
This Proxy Statement is furnished by the Board of Directors of Western
Wireless Corporation, a Washington corporation (the "Company" or "Western
Wireless"), to the holders of Class A Common Stock, no par value per share, of
the Company (the "Class A Common Stock"), and to the holders of Class B Common
Stock, no par value per share, of the Company (the "Class B Common Stock,"
and, together with the Class A Common Stock, the "Common Stock"), in
connection with the solicitation of proxies by the Board of Directors for use
at the Annual Meeting of Shareholders of the Company for 1998 (the "Annual
Meeting"), to be held at 9:00 a.m. (Pacific daylight time) on Thursday, May
21, 1998, at The Museum of History and Industry, 2700 24th Avenue East,
Seattle, Washington 98112, and at any adjournment thereof. Directions to The
Museum of History and Industry are provided at the end of this Proxy
Statement.
A proxy delivered pursuant to this solicitation is revocable at the option
of the person giving the same at any time before it is exercised. A proxy may
be revoked, prior to its exercise, by executing and delivering a later dated
proxy card to the Secretary of the Company prior to the Annual Meeting,
delivering written notice of revocation of the proxy to the Secretary of the
Company prior to the Annual Meeting, or attending and voting at the Annual
Meeting. Attendance at the Annual Meeting, in and of itself, will not
constitute a revocation of a proxy. Unless previously revoked, the shares
represented by the enclosed proxy will be voted in accordance with the
shareholder's directions if the proxy is duly executed and returned prior to
the Annual Meeting. If no directions are specified, the shares will be voted
for the election of the directors recommended by the Board of Directors, the
ratification of the selection by the Board of Directors of the Company's
independent auditors, and, at the discretion of the named proxies, on other
matters properly brought before the Annual Meeting.
The presence in person or by proxy of holders of record of a majority of the
total number of votes attributable to all shares of Common Stock outstanding
and entitled to vote is required to constitute a quorum for the transaction of
business at the Annual Meeting. Under Washington law and the Company's Bylaws,
if a quorum is present, a nominee for election to a position on the Board of
Directors will be elected as a Director if the votes cast for the nominee
exceed the votes cast against the nominee and exceed the votes cast for any
other nominee for that position. Abstentions and "broker non-votes" (shares
held by a broker or nominee as to which a broker or nominee indicates on the
proxy that it does not have the authority, either express or discretionary, to
vote on a particular matter) are counted for purposes of determining the
presence or absence of a quorum for the transaction of business at the Annual
Meeting. For the election of directors, an abstention from voting and broker
non-votes will have the legal effect of neither a vote for nor against the
nominee. For all other matters, an abstention from voting and broker non-
votes, since they are not affirmative votes, will have the same practical
effect as a vote against the respective matters. Proxies and ballots will be
received and tabulated by Chemical Mellon Shareholder Services, the Company's
transfer agent.
This Proxy Statement and the enclosed proxy card are first being mailed to
shareholders on or about April 15, 1998.
The expense of preparing, printing, and mailing this Proxy Statement and the
proxies solicited hereby will be borne by the Company. In addition to the use
of the mails, proxies may be solicited by directors, officers, and other
employees of the Company, without additional remuneration, in person, or by
telephone, telegraph or facsimile transmission. The Company will also request
brokerage firms, banks, nominees, custodians, and fiduciaries to forward proxy
materials to the beneficial owners of shares of Common Stock as of the record
date and will provide reimbursement for the cost of forwarding the proxy
materials in accordance with customary
<PAGE>
practice. Your cooperation in promptly signing and returning the enclosed
proxy card will help to avoid additional expense.
At April 1, 1998, the Company had outstanding 22,875,201 shares of Class A
Common Stock and 52,944,762 shares of Class B Common Stock, and there were no
shares of any other class of stock outstanding. Each share of Class A Common
Stock entitles the holder thereof to one vote, and each share of Class B
Common Stock entitles the holder thereof to ten votes. Only shareholders of
record at the close of business on April 1, 1998, will be entitled to notice
of, and to vote at, the Annual Meeting.
2
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of March 31, 1998, certain information
regarding beneficial ownership of the Company's Common Stock by (i) each
person who is known by the Company to own beneficially 5% or more of either
class of Common Stock; (ii) each Named Executive Officer (as defined under
"Executive Compensation" below); (iii) each director and nominees for director
of the Company; and (iv) all directors and officers as a group. Unless
otherwise indicated, all persons listed have sole voting power and investment
power with respect to such shares, subject to community property laws, where
applicable, and the information contained in the notes to the table. The
Company has been provided such information by its directors, nominees for
directors, and executive officers.
<TABLE>
<CAPTION>
PERCENTAGE
SHARES BENEFICIALLY OWNED(1) BENEFICIALLY OWNED
------------------------------- -----------------------
NAME AND ADDRESS A SHARES B SHARES TOTAL A SHARES B SHARES TOTAL
---------------- --------- ---------- ---------- -------- -------- -----
<S> <C> <C> <C> <C> <C> <C>
Hellman &
Friedman(2)(5)......... 0 25,163,997 25,163,997 0% 47.5% 33.2%
(Hellman & Friedman
Capital Partners II,
L.P.;
H&F Orchard Partners,
L.P.;
and H&F International
Partners, L.P.)
One Maritime Plaza, 12th
Floor
San Francisco, CA 94111
The Goldman Sachs Group,
L.P.
and related investors
(3)(5).................. 0 12,099,029 12,099,029 0% 22.8% 16.0%
85 Broad Street, 19th
Floor
New York, NY 10004
John W. Stanton and
Theresa E.
Gillespie(4)(5)(6)...... 262,174 6,207,799 6,469,973 1.1% 11.7% 8.5%
2001 NW Sammamish Road
Issaquah, WA 98027
Hutchison
Telecommunications (USA)
Ltd..................... 3,888,888 0 3,888,888 17.0% 0% 5.1%
22nd Floor, Hutchison
10 Harcourt Road
Hong Kong
Providence Media
Partners L.P.(5)....... 0 3,886,591 3,886,591 0% 7.3% 5.1%
c/o Providence Ventures,
Inc.
900 Fleet Center
50 Kennedy Plaza
Providence, RI 02903
Franklin Resources,
Inc.................... 1,781,070 0 1,781,070 7.8% 0% 2.4%
777 Mariners Island
Blvd.
P.O. Box 7777
San Mateo, CA 94403-7777
Media Communications
Entities(11)........... 1,316,572 1,075,437 2,392,009 5.8% 2.0% 3.2%
75 State Street
Boston, MA 02109
Donald Guthrie(6)....... 168,713 90,117 258,830 * * *
Robert A. Stapleton(6).. 561,000 10,187 571,187 2.5% * *
Mikal J. Thomsen(6)(7).. 240,969 309,973 550,942 1.1% * *
Alan R. Bender(6)....... 226,850 23,517 250,367 * * *
Cregg B. Baumbaugh(6)... 184,250 18,290 202,540 * * *
John L. Bunce, Jr.(8)... 0 25,163,997 25,163,997 0% 47.5% 33.2%
Mitchell R. Cohen(8).... 0 25,163,997 25,163,997 0% 47.5% 33.2%
Daniel J. Evans(6)...... 1,250 0 1,250 * 0% *
Jonathan M. Nelson(9)... 6,000 3,886,591 3,892,591 * 7.3% 5.1%
Terence M. O'Toole(10).. 0 12,099,029 12,099,029 0% 22.8% 16.0%
All directors and
executive officers as a
group (13 persons)(6)... 1,670,731 47,637,016 49,307,747 7.3% 90.0% 65.0%
</TABLE>
3
<PAGE>
- ----------
* Less than 1% of the outstanding shares of Common Stock.
(1) Computed in accordance with Rule 13d-3(d)(1) of the Exchange Act.
(2) The sole general partner of each of Hellman & Friedman Capital Partners
II. L.P. ("HFCP"), H&F Orchard Partners, L.P. ("HFOP"), and H&F
International Partners, L.P. ("HFIP") (the "H&F Investment Partnerships")
is Hellman & Friedman Investors, L.P. ("Investors"). The sole general
partner of Investors is Hellman & Friedman Investors, Inc. ("H&F Inc.").
HFCP owns of record 22,727,539 shares of Class B Common Stock, HFOP owns
of record 2,033,024 shares of Class B Common Stock, and HFIP owns of
record 403,434 shares of Class B Common Stock. The sole shareholder of
H&F Inc. is the Hellman Family Revocable Trust (the "Trust"). The H&F
Investment Partnerships are California limited partnerships. The
principal business of each of such partnerships is to make strategic
investments in a variety of special situations, including restructurings,
recapitalizations and buyouts. Warren Hellman is a trustee of the Trust.
Mr. Hellman is a citizen of the United States.
(3) Consists of (i) 11,096,078 shares of Class B Common Stock held of record
by GS Capital Partners, L.P. ("GS Capital"), (ii) 580,813 shares of Class
B Common Stock held of record by Stone Street Fund 1992, L.P. ("Stone
Street"), (iii) 337,163 shares of Class B Common Stock held of record by
Bridge Street Fund 1992, L.P. ("Bridge Street") and (iv) 84,975 shares of
Class B Common Stock held of record by The Goldman Sachs Group, L.P. ("GS
Group," and, with GS Capital, Stone Street and Bridge Street, the
"Goldman Sachs Entities"). Each of GS Capital, Stone Street and Bridge
Street is an investment limited partnership, the general partner, the
managing general partner or the managing partner of which is an affiliate
of GS Group. GS Group disclaims beneficial ownership of shares held by
such investment partnerships to the extent partnership interests in such
partnerships are held by persons other than GS Group and its affiliates.
Each of such investment partnerships shares voting and investment power
with certain of its respective affiliates. The amounts in the table do
not include (i) 2,000 shares of Class A Common Stock (or less than 1% of
the total number of outstanding shares of Class A Common Stock) owned by
Goldman, Sachs & Co. as of February 28, 1998, which were acquired in the
ordinary course of market-making transactions or (ii) 203,143 shares of
Class A Common Stock (or less than 1% of the total number of outstanding
shares of Class A Common stock) held in managed accounts (the "Managed
Accounts") as of February 28, 1998, for which Goldman, Sachs & Co.
exercises voting or investment authority, or both. GS Group disclaims
beneficial ownership of the shares held in the Managed Accounts.
(4) Includes (i) 1,686,069 shares of Class B Common Stock held of record by
PN Cellular, Inc. ("PN Cellular"), which is substantially owned and
controlled by Mr. Stanton and Ms. Gillespie, (ii) 1,274,520 shares of
Class B Common Stock held of record by Stanton Communications Corporation
("SCC"), which is substantially owned and controlled by Mr. Stanton and
Ms. Gillespie, (iii) 55,000 shares of Class A Common Stock and 3,087,774
shares of Class B Common Stock held by Mr. Stanton and Ms. Gillespie, as
tenants in common, (iv) 5,000 shares of Class A Common stock and 159,437
shares of Class B Common Stock held of record by The Stanton Family
Trust; and (v) 60,000 shares and 5,000 shares of Class A Common Stock
held by record by each of Mr. Stanton and Ms. Gillespie, respectively,
pursuant to the Company's 1997 Executive Restricted Stock Plan. Mr.
Stanton and Ms. Gillespie are married and share voting and investment
power with respect to the shares jointly owned by them, as well as the
shares held of record of PN Cellular, SCC and The Stanton Family Trust.
Mr. Stanton, Ms. Gillespie, PN Cellular, SCC and The Stanton Family Trust
are referred to collectively as the "Stanton Entities."
(5) Parties or affiliates of parties to the Shareholders Agreement, which
provides that the parties thereto will vote their shares of Common Stock
in favor of the election as directors of the Company the Chief Executive
Officer of the Company, one person designated by Stanton and Providence
Media Partners L.P. ("Providence"), one person designated by Goldman,
Sachs & Co. ("Goldman Sachs"), two persons designated by the H&F
Investment Partnerships and one person selected by a majority of such
designated persons, subject to the ownership requirements set forth
therein. See "Certain Transactions."
(6) Includes aggregate exercisable options, within 60 days of March 2, 1998,
to purchase Class A Common Stock; does not include unexercisable options.
May include stock jointly or separately owned with or by spouse.
4
<PAGE>
(7) Mr. Thomsen jointly holds voting and investment power with respect to all
of such shares with Lynn C. Thomsen, his wife, except for shares issued
or issuable upon the exercise of stock options. Includes 172,484 shares
of Class B Common Stock beneficially owned by Mr. Thomsen through his
ownership of approximately 10.2% of PN Cellular. Mr. Thomsen does not
have voting control over such shares.
(8) Mr. Bunce and Mr. Cohen are members of a limited liability company which
is a limited partner of Investors. Investors, H&F Inc., the Trust and
Messrs. Hellman, Bunce and Cohen exercise, directly or indirectly,
voting and investment discretion with respect to the shares held by the
H&F Investment Partnerships and could be deemed to beneficially own such
shares, but each of them disclaims such beneficial ownership except to
the extent of their respective indirect pecuniary interest in such
shares.
(9) Mr. Nelson may be deemed to be the owner of the 3,886,591 shares of Class
B Common Stock owned by Providence, as he is a managing general partner
of Providence Ventures, L.P., the general partner of the general partner
of Providence. Mr. Nelson disclaims beneficial ownership of shares held
by Providence to the extent interests in Providence are held by persons
other than Mr. Nelson.
(10) Mr. O'Toole, who is a managing director of Goldman Sachs, disclaims
beneficial ownership of shares which may be deemed to be beneficially
owned by GS Group.
(11) Consists of shares held by Media Communications Partners II Limited
Partnership and Media Communications Investors Limited Partnership.
Media Communications Parters II Limited Partnership owns of record
1,242,784 shares of Class A Common Stock and 1,026,869 shares of Class B
Common Stock. Media Communications Investors Limited Partnership owns of
record 73,788 of Class A Common Stock and 48,568 shares of Class B
Common Stock.
5
<PAGE>
1. ELECTION OF DIRECTORS AND MANAGEMENT INFORMATION
As of March 2, 1998, the Company's Board of Directors consisted of six
members. At each annual meeting, directors are to be elected to serve for a
term of one year and until their respective successors have been elected and
qualified. The terms of office of the Company's current directors are
scheduled to expire at the Annual Meeting.
At the Annual Meeting, shareholders will elect six directors to serve until
the Annual Meeting and until his successor is elected and qualified. Unless
otherwise directed, the persons named in the proxy intend to cast all proxies
in favor of Mr. John W. Stanton, Mr. John L. Bunce, Jr., Mr. Mitchell R.
Cohen, Mr. Daniel J. Evans, Mr. Jonathan M. Nelson and Mr. Terence M. O'Toole
to serve as directors of the Company. In the event that Mr. Stanton, Mr.
Bunce, Mr. Cohen, Mr. Evans, Mr. Nelson or Mr. O'Toole should become
unavailable for election to the Board of Directors for any reason, the persons
named in the proxy have discretionary authority to vote the proxies for the
election of other nominees to be designated to fill each such vacancy by the
Board of Directors of the Company.
INFORMATION ABOUT THE NOMINEES
John W. Stanton, 42, has been a director, Chairman of the Board and Chief
Executive Officer of the Company since its formation in July 1994. Mr. Stanton
has been Chief Executive Officer of General Cellular Corporation, a wholly-
owned subsidiary of the Company ("GCC") since March 1992, and was Chairman of
the Board of GCC from March 1992 to December 1995. Mr. Stanton has served as
Chairman of the Board and Chief Executive Officer of PN Cellular, Inc. since
its formation in October 1992. Mr. Stanton served as a director of McCaw
Cellular Communications, Inc. ("McCaw") from 1986 to 1994, and as a director
of LIN Broadcasting Corporation from 1990 to 1994, during which time it was a
publicly traded company. From 1983 to 1991, Mr. Stanton served in various
capacities with McCaw, serving as Vice-Chairman of the Board of McCaw from
1988 to September 1991 and as Chief Operating Officer of McCaw from 1985 to
1988. Mr. Stanton is also a member of the Board of Directors of each of
Advanced Digital Information Corporation, Columbia Sportswear, Inc., and
SmarTone (Hong Kong). In addition, Mr. Stanton is a trustee of Whitman
College, a private college. Mr. Stanton is currently First Vice Chairman of
the Cellular Telecommunications Industry Association. Mr. Stanton is married
to Ms. Gillespie.
John L. Bunce, Jr., 39, has been a director of the Company since its
formation in July 1994. Mr. Bunce was a director of GCC from March 1992 to
December 1995. Mr. Bunce is a Managing Director of Hellman & Friedman L.L.C.,
a private investment firm. Mr. Bunce currently is a director of MobileMedia
Corporation, Falcon Cable TV, Young & Rubicam and several other privately held
companies.
Mitchell R. Cohen, 34, has been a director of the Company since its
formation in July 1994. Mr. Cohen was a director of GCC from March 1992 to
December 1995. Mr. Cohen is a Managing Director of Hellman & Friedman L.L.C.,
having joined Hellman & Friedman as an associate in July 1989. From 1986 to
1989, Mr. Cohen was employed by Shearson Lehman Hutton, Inc. Mr. Cohen
currently is a director of Advanstar Communications and MobileMedia
Corporation.
Daniel J. Evans, 72, is the Chairman of Daniel J. Evans Associates, a
consulting firm. From 1965 through 1977, Mr. Evans was Governor of the State
of Washington. In 1983 he was appointed and then elected to the United States
Senate to fill the seat of the late Senator Henry M. Jackson. He serves as a
director of Flow International Corporation, Puget Sound Energy, and Tera
Computer Company, and is a member of the Board of Regents of the University of
Washington.
Jonathan M. Nelson, 41, has been a director of the Company since its
formation in July 1994. Mr. Nelson is President and CEO of Providence Equity
Partners Inc. (investment advisor) since its inception in 1995 and a Member of
Providence Equity Partners LLC which is the general partner of Providence
Equity Partners L.P. and Providence Equity Partners II L.P. He is also Co-
Chairman of Providence Ventures Inc. (investment advisor) since its inception
in 1990. He is a managing general partner of Providence Ventures LP which is
the general
6
<PAGE>
partner of the general partner of Providence Media Partners L.P. (a venture
capital fund). Mr. Nelson is currently a director of Wellman, Inc., MetroNet
Communications Corporation, and several privately held companies.
Terence M. O'Toole, 39, has been a director of the Company since its
formation in July 1994. Mr. O'Toole joined Goldman Sachs & Co. ("Goldman
Sachs") in 1983 and became a Vice President in April 1988, a general partner
in November 1992, and a Managing Director in 1996. He is currently a director
of Amscan Holdings, Inc., Insilco Corporation and AMF Bowling, Inc., as well
as several privately held companies.
COMMITTEES
The Company's Board of Directors has standing Executive, Compensation,
Nominating and Audit Committees. The members of each Committee and the
functions performed thereby are described below:
Executive Committee. The Executive Committee is comprised of Messrs.
Stanton, Bunce and O'Toole. The Executive Committee, during the intervals
between meetings of the Board of Directors, may exercise the powers of the
Board of Directors except with respect to a limited number of matters, which
include amending the Articles of Incorporation or the Bylaws of the Company,
adopting an agreement of merger or consolidation for the Company and
recommending to the shareholders of the Company a merger of the Company, the
sale of all or substantially all of the assets of the Company or the
dissolution of the Company.
Compensation Committee. During 1997, the Compensation Committee was
comprised of Messrs. Cohen, Evans and Nelson. The Compensation Committee
reviews current remuneration of the directors and of the executive officers of
the Company and makes recommendations to the Board of Directors regarding
appropriate periodic adjustment of such amounts. The Compensation Committee
also makes all determinations concerning the Company's grants of stock options
and restricted stock offers and awards to officers and employees of the
Company who are eligible for such options under each of the Company's 1994
Management Incentive Stock Option Plan and its 1997 Executive Restricted Stock
Plan.
Nominating Committee. During 1997, the Nominating Committee was comprised of
Messrs. O'Toole and Bunce. The Nominating Committee reviews nominations and
makes recommendations to the Board of Directors on Board of Director
appointments.
Audit Committee. During 1997, the Audit Committee was comprised of Messrs.
Cohen and Nelson. The Audit Committee reviews the planned scope of the
services of the Company's independent auditors; reviews financial statements
and the auditors' opinion letter; recommends the independent auditors for the
following fiscal year; reviews the recommendations of the independent auditors
relating to accounting, internal controls, and other matters; and reviews
internal controls and accounting procedures with the Company's financial
staff.
During 1997, the Executive Committee did not meet, the Compensation
Committee met three times, the Audit Committee met two times, the Nominating
Committee met one time, and the entire Board of Directors met four times. Each
director attended at least 75 percent of all Board meetings and meetings of
Committees on which they served during the periods they served.
7
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY OF COMPENSATION
The following table summarizes the compensation for services rendered during
1997, 1996 and 1995 for the Company's Chief Executive Officer and its next four
most highly compensated executive officers (collectively referred to herein as
the "Named Executive Officers").
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION AWARDS
ANNUAL COMPENSATION -------------------------------------------
NAME AND ------------------------------ RESTRICTED STOCK ALL OTHER
PRINCIPAL POSITION FISCAL YEAR SALARY($) BONUS($) OPTIONS AWARDS(1) COMPENSATION($)(2)
------------------ ----------- --------- -------- ------- ---------------- ------------------
<S> <C> <C> <C> <C> <C> <C>
John W. Stanton 1997 $187,083 $300,000 0 $416,250 $292,000
Chairman and Chief 1996 180,000 270,000 0 0 4,500
Executive Officer 1995 120,000 180,000 0 0 4,500
Robert A. Stapleton 1997 157,083 125,000 0 208,125 147,125
President 1996 150,000 120,000 75,000 0 4,500
1995 139,461 100,000 139,500 0 4,500
Donald Guthrie 1997 157,083 115,000 0 208,125 147,125
Vice Chairman and 1996 150,000 80,000 145,250 0 563
Chief Financial Officer 1995 18,750 0 93,000 0 0
Mikal J. Thomsen 1997 147,081 110,000 0 208,125 147,125
Chief Operating Officer 1996 140,000 90,000 60,000 0 4,500
1995 134,375 65,000 124,000 0 4,500
Alan R. Bender, 1997 137,091 100,000 0 138,750 98,800
Sr. Vice President, 1996 130,000 96,000 40,000 0 4,500
General Counsel, and 1995 124,000 72,000 77,500 0 4,500
Secretary
Cregg B. Baumbaugh 1997 137,091 100,000 0 138,750 98,800
Sr. Vice President/ 1996 130,000 96,000 40,000 0 4,500
Corporate Development 1995 124,000 72,000 77,500 0 4,500
</TABLE>
- ----------
(1) The Company granted 30,000, 15,000, 15,000, 15,000 10,000 and 10,000 Class
A Common shares, respectively, on January 1, 1997, pursuant to the
Executive Restricted Stock Plan. The Company recorded deferred compensation
based upon the market value of the Class A Common stock at January 1, 1997,
and the price at which the Executive Restricted Stock Plan shares were
granted. One third of the shares became unrestricted in 1997 when the
Company achieved a predetermined level of cash flow from cellular
operations. The remaining two thirds are restricted until other
predetermined performance goals are met, including achieving a
predetermined level of subscribers, and achieving a predetermined level of
cash flow from combined cellular and PCS operations.
(2) The Company made payments to cover the taxes related to the grant of
restricted shares and paid matching contributions to the Company's 401(k)
Profit Sharing Plan and Trust.
8
<PAGE>
GRANTS OF STOCK OPTIONS
No stock options were granted during 1997 to any of the Named Executive
Officers. The Named Executive Officers, other than Mr. Stanton, have been
granted stock options for the period commencing January 1, 1998.
EXERCISES OF STOCK OPTIONS
The following table provides information on option exercises in 1997 by the
Named Executive Officers and the value of such officers' unexercised options
on December 31, 1997.
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED IN-
SHARES OPTIONS AT FISCAL THE-MONEY OPTIONS AT
ACQUIRED ON YEAR-END(#)(1) FISCAL YEAR-END ($)
EXERCISE VALUE ------------------------- -------------------------
NAME (#) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
John W. Stanton......... 0 $ 0 0 0 $ 0 $ 0
Robert A. Stapleton..... 0 531,000 126,000 6,002,920 629,741
Donald Guthrie.......... 0 0 104,901 134,124 1,042,775 1,139,629
Mikal J. Thomsen........ 0 0 185,500 107,000 1,266,928 541,520
Alan R. Bender.......... 0 0 206,850 68,750 2,014,323 345,294
Cregg B. Baumbaugh...... 12,000 176,952 191,750 68,750 1,830,329 345,294
</TABLE>
COMPENSATION OF DIRECTORS
With the exception of Mr. Daniel J. Evans, directors of the Company receive
no compensation for serving on the Board. Also, with the exception of Mr.
Evans, directors are not reimbursed for their out-of-pocket expenses incurred
in connection with attendance at meetings of, and other activities relating to
serving on, the Board of Directors and any committees thereof. Mr. Evans
receives $6,000 per quarter and $1,500 for each Board meeting he attends. Mr.
Evans also received a stock option grant for 5,000 shares of Class A common
stock, which option vests annually over a four-year period.
EMPLOYMENT AGREEMENTS
The Company has entered into employment agreements with each of Messrs.
Stanton, Guthrie, Stapleton, Thomsen, Bender and Baumbaugh, pursuant to which
such persons employment by the Company may be terminated by the Company at any
time, with or without cause (as such term is defined in the agreements). The
agreements provide for initial annual base compensation of $180,000, $150,000,
$150,000, $140,000, $130,000 and $130,000, respectively (which such annual
base compensation has been subsequently adjusted by the Board of Directors to
($195,000, $168,000, $168,000, $158,000, $147,500 and $147,500, respectively),
and provide each executive officer an opportunity to earn an annual bonus, as
determined by the Board of Directors of the Company, targeted at 100%, 70%,
70%, 60%, 60% and 60%, respectively, of such person's base compensation. Each
such agreement provides, that, in the event of an involuntary termination (as
defined therein) for other than cause (1) such executive officer will be
entitled to receive a severance payment in an amount equal to any accrued but
unpaid existing annual targeted incentive bonus through the date of
termination, 12 months of such executive's then base compensation, and an
amount equal to 12 months of such executive's existing annual targeted
incentive bonus, (2) the Company will, at its expense, make all specified
insurance payment benefits on behalf of such executive officer and his or her
dependents for 12 months following such involuntary termination and (3) with
respect to any stock options previously granted to each executive officer
which remain unvested at the time of involuntary termination, there shall be
immediate vesting of that portion of each such grant of any unvested stock
options equal to the product of the total number of such unvested options
under such grant multiplied by a fraction, the numerator of which is the sum
of the number of days from the date on which the last vesting of options under
such grant occurred to and including the date of termination plus 365, and the
denominator of which is the number of days remaining from the date on which
the last vesting of options under such grant occurred to and including the
date on which the final vesting under such grant would have occurred absent
the termination. Mr. Stapleton's agreement provides for an immediate vesting
of all options upon his
9
<PAGE>
involuntary termination for other than cause. Among other things, an executive
officer's death or permanent disability will be deemed an involuntary
termination for other than cause. In addition, each agreement provides for
full vesting of all stock options granted upon a change of control (as such
term is in the stock option agreements with the executive officer) of the
Company.
Pursuant to each such employment agreement, the Company has entered into an
indemnification agreement with such executive officer pursuant to which the
Company will agree to indemnify the executive officer against certain
liabilities arising by reason of the executive officer's affiliation with the
Company. Pursuant to the terms of each employment agreement, each executive
officer agrees that during such executive officer's employment with the
Company and for one year following the termination of such executive officer's
employment with the Company for any reason, such executive officer will not
engage in a business which is substantially the same as or similar to the
business of the Company and which competes within the applicable commercial
mobile radio services markets serviced by the Company. Mr. Stanton's agreement
provides that such prohibition shall not preclude Mr. Stanton's investment in
other companies engaged in the wireless communications business or his ability
to serve as a director of other companies engaged in the wireless
communications business, in each case subject to his fiduciary duties as a
director of the Company.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee of the Company's Board was formed in July 1994.
None of the members was at any time during 1997, or at any other time, an
officer or employee of the Company. No member of the Compensation Committee of
the Company serves as a member of the board of directors or compensation
committee of any entity that has one or more executive officers serving as a
member of the Company's Board of Directors or Compensation Committee.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION*
The Compensation Committee is responsible for setting policy and the
oversight of executive compensation. The Compensation Committee believes that
the actions of each executive officer has the potential to affect the short-
term and long-term performance of the Company. Consequently, the Compensation
Committee places considerable importance on its task of designing and
overseeing the executive compensation program. The Compensation Committee
annually reviews the compensation programs of peer and competing companies to
assess the competitiveness of its compensation.
Philosophy and Objectives for Executive Compensation. The purpose of the
Company's executive compensation program is to: (i) increase shareholder
value, (ii) improve the overall performance of the Company and (iii) attract,
motivate, reward and retain key executives.
The Compensation Committee believes that the Company's executive
compensation should reflect each executive officer's qualifications,
experience, role and performance achievements and the Company's performance
achievements. In determining compensation levels, the Compensation Committee
focuses on the competitive environment of the wireless and telecommunications
industry group, considering compensation practices, organization and
performance of other companies. The Compensation Committee also considers
general industry trends in the geographic markets that are relevant to its
operations. Total cash compensation (base salary plus annual cash incentives)
and total direct compensation (base salary plus annual cash incentives plus
the expected value of long-term incentives) should directly reflect the level
of performance achieved by the Company and its executives. Within this overall
philosophy, the Compensation Committee's specific objectives
- ----------
* The report of the Compensation Committee shall not be deemed incorporated by
reference by any general statement incorporating by reference this Proxy
Statement into any filing under either the Securities Act of 1933, as
amended, or the Securities Exchange Act of 1934, as amended (together, the
"Acts"), except to the extent that the Company specifically incorporates
such report by reference; and further, such report shall not otherwise by
deemed filed under the Acts.
10
<PAGE>
are to: (i) offer compensation which is competitive with other well-managed
wireless and telecommunications companies and reward superior performance with
enhanced levels of compensation; and (ii) provide variable compensation awards
that are based on the Company's overall performance relative to corporate
objectives, taking into account individual contributions, teamwork and
performance levels that help create value for shareholders.
Components of Executive Compensation. The three primary components of
executive compensation are: (i) base salary, (ii) cash bonuses and (iii) long-
term incentive awards.
Base Salary. Executive officers' base salaries are set at levels which
reflect their specific job responsibilities, experience, qualifications, and
job performance in the context of the competitive marketplace. Marketplace
levels of compensation are determined using compensation surveys which reflect
the relevant segments of the market and include some of the companies which
are included in the Company's peer group as reflected in the Performance
Graph, and other companies which, while not in the peer group, are deemed
appropriate comparisons for compensation purposes. Base salaries are reviewed
each year, with consideration for adjustments being based on a combination of
each executive officer's ongoing role, his or her job performance and
marketplace competitiveness.
Cash Bonuses. Awards under the bonus plan are based on the achievement of
operating cash flow targets and specific objective performance goals. These
goals are set for a one-year period. Performance goals are set to represent a
range of performance, with the level of associated incentive award varying
with different levels of performance achievement. The Chief Executive Officer
recommends bonuses to the Compensation Committee for executive officers other
than himself. Awards earned under the plan are contingent upon employment with
the Company through the end of the year, except for payments made in the event
of death, retirement, disability, or in the event of a change in control.
Bonus payments are presented in the Summary of Compensation Table under the
heading "Bonus."
Long-Term Incentive Compensation. Long-term incentives are provided in the
stock options granted under the Management Incentive Stock Option Plan and
restricted stock granted under the Executive Restricted Stock Plan. The
restricted stock grants listed in the Summary of Compensation Table above
reflect grants made to the Named Executive Officers made in the calendar year
1997. Those grants were based on the recommendations of the Chief Executive
Officer (other than with respect to himself).
Chief Executive Officer Compensation. The executive compensation policy
described above is applied in setting the Chief Executive Officer's
compensation. Mr. Stanton participated in the same base salary and cash bonus
compensation plans available to the Company's other executive officers. In
1997, Mr. Stanton earned a base salary of $187,000. Mr. Stanton's bonus was
determined on the basis of the Company's operating results versus established
goals and other objectives. During 1997, under Mr. Stanton's leadership, the
Company successfully achieved the following key goals and objectives. The
Company grew its cellular business at a rate above industry averages and Board
of Directors' target levels. The Company commenced operations in additional
personal communications systems ("PCS") systems, and rapidly grew its PCS
subscriber base. The Company successfully secured financing of its PCS
subsidiary in a strategic alliance with a subsidiary of Hutchison Whampoa. In
addition, the Company won international licenses through its international
subsidiary. Finally, Mr. Stanton retained all of the Company's key executives.
The Compensation Committee determined that an annual bonus of $300,000
(approximately 160% of his base salary) has been earned. Mr. Stanton is a
large shareholder of the Company and has, to date, declined to participate in
the Company's Management Incentive Stock Option Plan. In 1997 the Company
created the Executive Restricted Stock Plan with specific performance based
milestones as the basis for earning grants of the Company's shares. Mr.
Stanton received a grant of 30,000 shares of restricted stock in 1997. Under
the program one third of the shares vest based on each of three milestones
associated with certain targets related to growth and financial performance.
The Company also pays taxes for all participants in that plan related to the
grant at the time of the award, which payment is reflected in the Summary of
Compensation Table above.
11
<PAGE>
Policy on Deductibility of Compensation. Section 162(m) of the Internal
Revenue Code of 1986, as amended, limits the tax deductibility by a company of
compensation in excess of $1 million paid to any of its five most highly
compensated executive officers. However, performance-based compensation that
has been approved by stockholders is excluded from the $1 million limit if,
among other requirements, the compensation is payable only upon attainment of
pre-established, objective performance goals and the board committee that
establishes such goals consists only of "outside directors" as defined for
purposes of Section 162(m). All of the members of the Compensation Committee
qualify as "outside directors." The Compensation Committee intends to maximize
the extent of tax deductibility of executive compensation under the provisions
of Section 162(m) so long as doing so is compatible with its determinations as
to the most appropriate methods and approaches for the design and delivery of
compensation to the Company's executive officers.
Summary. The Compensation Committee believes that the mix of conservative
market-based salaries, significant variable cash incentives for both long-term
and short-term performance and the potential for equity ownership in the
Company represents a balance that will motivate the executive management team
to continue to produce strong results. The Committee further believes this
program strikes an appropriate balance between the interests and needs of the
Company in operating its business and appropriate rewards based on enhancement
of shareholder value.
Respectfully submitted,
Compensation Committee
Mitchell R. Cohen
Daniel J. Evans
Jonathan M. Nelson
12
<PAGE>
PERFORMANCE GRAPH
The following graph depicts the Company's Class A Common Stock price
performance from May 29, 1996 (the date on which quotations for the Class A
Common Stock first appeared on the NASDAQ National Market) through December
31, 1997, relative to the performance of the NASDAQ and the NASDAQ TELECOM.
All indices shown in the graph have been reset to a base of 100 as of May 22,
1996, and assume an investment of $100 on that date and the reinvestment of
dividends, if any, paid since that date. The Company has not paid cash
dividends on its Common Stock. The chart set forth below was prepared by the
Company.
[PERFORMANCE GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
Measurement Period NASDAQ NASDAQ
(Fiscal Year Covered) NASDAQ TELECOM WWCA NASDAQ TELECOM WWCA
- ------------------- ------ ------- ------ ------ ------- ------
<S> <C> <C> <C> <C> <C> <C>
Measurement Pt-05/22/96 $100.00 $100.00 $100.00 411.103 633.090 23.500
FYE 05/31/96 $ 99.70 $100.17 $104.26 409.872 634.158 24.500
FYE 06/28/96 $ 95.21 $ 97.19 $ 90.96 391.401 615.283 21.375
FYE 07/31/96 $ 86.73 $ 84.65 $ 66.49 356.543 535.907 15.625
FYE 08/30/96 $ 91.59 $ 88.73 $ 74.47 376.521 561.731 17.500
FYE 09/30/96 $ 98.60 $ 91.42 $ 72.34 405.339 578.783 17.000
FYE 10/31/96 $ 97.52 $ 87.72 $ 70.21 400.897 555.346 16.500
FYE 11/29/96 $103.56 $ 89.16 $ 59.57 425.742 564.460 14.000
FYE 12/31/96 $103.44 $ 91.58 $ 59.04 425.258 579.777 13.875
FYE 01/31/97 $110.84 $ 93.83 $ 63.83 455.675 594.035 15.000
FYE 02/28/97 $104.71 $ 91.24 $ 60.11 430.483 577.616 14.125
FYE 03/31/97 $ 97.88 $ 85.15 $ 53.19 402.381 539.051 12.500
FYE 04/30/97 $100.94 $ 88.38 $ 43.62 414.961 559.543 10.250
FYE 05/30/97 $112.38 $ 99.34 $ 56.91 462.008 628.880 13.375
FYE 06/30/97 $115.82 $106.88 $ 67.55 476.138 676.660 15.875
FYE 07/31/97 $128.04 $113.61 $ 64.10 526.396 719.228 15.063
FYE 08/29/97 $127.85 $109.79 $ 64.10 525.593 695.051 15.063
FYE 09/30/97 $135.41 $124.07 $ 79.79 556.679 785.506 18.750
FYE 10/31/97 $128.37 $127.69 $ 76.06 527.744 808.422 17.875
FYE 11/28/97 $129.01 $128.58 $ 79.26 530.354 814.024 18.625
FYE 12/31/97 $126.99 $135.31 $ 73.94 522.072 856.655 17.375
</TABLE>
CERTAIN TRANSACTIONS
The Hellman & Friedman Entities, the Stanton Entities, the Goldman Sachs
Entities and Providence are parties to a Shareholders Agreement, which, with
respect to election of directors of the Company, provides that each of the
Hellman & Friedman Entities, the Stanton Entities, the Goldman Sachs Entities
and Providence shall vote their shares of Common Stock to elect a Board of
Directors which will include (but not necessarily be limited to) the following
six members: (i) the Chief Executive Officer of the Company, (ii) so long as
the Hellman & Friedman Entities beneficially own at least (A) 15% of the total
voting power (as defined in the Shareholders Agreement) of the Company, two
persons designated by the Hellman & Friedman Entities or (B) 7 1/2% of the
total voting power of the Company, one person designated by the Hellman &
Friedman Entities, (iii) so long as the Goldman Sachs Entities beneficially
own at least 7 1/2% of the total voting power of the Company, one person
designated by the Goldman Sachs Entities, (iv) so long as the Stanton Entities
and Providence collectively beneficially own at least 7 1/2% of the total
voting power of the Company, one person
13
<PAGE>
designated by majority vote of the Stanton Entities and Providence (such
designee being in addition to Mr. Stanton if he is then serving on the Board
of Directors by reason of being the Chief Executive Officer of the Company);
the Stanton Entities agreed that so long as Mr. Stanton is serving as Chief
Executive and Providence owns at least 75% of the shares of Common Stock it
beneficially owns at the date of execution of the Shareholders Agreement, the
Stanton Entities shall vote their shares of Common Stock for one member of the
Board of Directors designated by Providence; and (v) one member of the Board
of Directors of the Company selected by a majority of the persons selected as
described above. The Shareholders Agreement further provides that so long as
the Hellman & Friedman Entities hold shares of Common Stock having voting
power (as defined in the Shareholders Agreement) in excess of 49.9% of the
total voting power, then for so long as the Hellman & Friedman Entities hold
shares of Common Stock having voting power in excess of the aforesaid
percentage, it shall abstain from voting that number of shares of Common
Stock, which gives it more votes than the aforesaid percentage. Such agreement
has a term of 10 years. The Goldman Sachs Entities are also limited in their
voting power to provisions of the Company's Articles of Incorporation.
An affiliate of the Goldman Sachs Entities is a member of the syndicate of
lenders pursuant to a credit facility (the "Credit Facility") providing the
Company $950 million of revolving credit and a $300 million term loan, and has
committed to lend to the Company up to the aggregate principal amount of $10
million.
Goldman Sachs served as a consultant in the investment of $248 million by an
affiliate of Hutchison Telecommunications Limited through the private
placement of 2,484 shares of common stock of Western PCS Corporation, a
subsidiary of the Company, in February, 1998, and the Company is obligated to
pay customary fees for services therefor.
Goldman Sachs has agreed to reimburse the Company for certain expenses
incurred by the Company in connection with the preparation and maintenance of
a current prospectus as part of Goldman Sachs' market making activities,
including certain legal, printing and accounting fees. As of December 31,
1997, there was approximately $95,000 for such expenses outstanding and due
the Company from Goldman Sachs.
The Company believes that the foregoing transactions were on terms as fair
to the Company as those which would have been available in arm's-length
negotiations. The Credit Facility, a $300 million credit facility that a
subsidiary of the Company has with Northern Telecom Inc., indentures pursuant
to which the Company has issued subordinated debt, and the Washington Business
Corporation Act contain provisions which limit the terms on which the Company
may enter into transactions with its affiliates.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's directors and executive officers, and
persons who own more than 10% of the Common Stock, to file with the Securities
and Exchange Commission (the "SEC") initial reports of beneficial ownership
("Forms 3") and reports of changes in beneficial ownership of Common Stock and
other equity securities of the Company ("Forms 4"). Officers, directors, and
greater than 10% shareholders of the Company are required by SEC regulations
to furnish to the Company copies of all Section 16(a) reports that they file.
To the Company's knowledge, based solely on a review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, all Section 16(a) filing requirements applicable to its
officers, directors, and greater than 10% beneficial owners were complied with
for the year ended December 31, 1997.
2. RATIFICATION OF SELECTION OF AUDITORS
The Board of Directors will request that the shareholders ratify its
selection of Arthur Anderson LLP, independent auditors, to examine the
consolidated financial statements of Western Wireless for the year ending
December 31, 1998. Arthur Anderson LLP examined the consolidated financial
statements of the Company for the year ended December 31, 1997.
Representatives of Arthur Anderson LLP will be present at the Annual Meeting
to make a statement if they desire to do so and respond to questions by
shareholders. The affirmative
14
<PAGE>
vote of a majority of the total number of votes attributable to all shares
represented at the meeting is required for the ratification of the Board's
selection of Arthur Anderson LLP as the Company's independent auditors for the
fiscal year ending December 31, 1998. THE BOARD OF DIRECTORS RECOMMENDS A VOTE
FOR THE RATIFICATION OF THE SELECTION OF ARTHUR ANDERSON LLP AS INDEPENDENT
AUDITORS OF THE COMPANY.
Shareholder proposals to be presented at the Company's next Annual Meeting
of Shareholders and included in the Company's Proxy Statement relating to such
meeting must be received by the Company at its executive offices no later than
December 28, 1998.
OTHER BUSINESS
It is not intended by the Board of Directors to bring any other business
before the meeting, and so far as is known to the Board, no matters are to be
brought before the meeting except as specified in the notice of the meeting.
However, as to any other business which may properly come before the meeting,
it is intended that proxies, in the form enclosed, will be voted in respect
thereof, in accordance with the judgment of the persons voting such proxies.
WESTERN WIRELESS
By Order of the Board of Directors
/s/ Alan R. Bender
Alan R. Bender
Secretary
Issaquah, Washington
April 15, 1998
15
<PAGE>
REPORT AVAILABLE
A copy of the Company's annual report on Form 10-K, as filed with the
Securities and Exchange Commission, will be furnished without charge to
shareholders upon request to:
Investor Relations
Western Wireless Corporation
2001 N.W. Sammamish Road
Issaquah, Washington 98027
(425) 313-5200
16
<PAGE>
[LOGO OF MUSEUM OF HISTORY AND INDUSTRY]
DIRECTIONS TO
THE MUSEUM OF HISTORY AND INDUSTRY
2700 24TH AVENUE EAST
SEATTLE, WASHINGTON 98112
(206) 324-1126
FROM SEA-TAC AIRPORT, DOWNTOWN SEATTLE HOTELS AND CONVENTION CENTER
TAKE INTERSTATE 5 NORTH
Take the Bellevue-Kirkland/State Route 520 exit (168-B)
Stay in the far right lane.
Take the Montlake Boulevard exit.
After the stop light, go straight 1 block to 24th Avenue East.
Turn left onto 24th Avenue East and into the Museum parking lot.
FROM BELLEVUE AND THE EASTSIDE, HOTELS AND CONVENTION CENTER
TAKE WEST-BOUND STATE ROUTE 520
Take the Lake Washington Boulevard exit.
This exit winds over State Route 520.
Turn right at the stop sign onto Lake Washington Boulevard.
Turn right onto 24th Avenue East and into the Museum parking
lot.
VISITOR INFORMATION: Open daily Tuesday through Saturday from 11:00 am
to 5:00 pm, Saturday and Sunday 10:00 am to 5:00 pm. Closed Mondays,
except holidays. The Montlake Bus Station is just one block from the
museum with 29 bus routes available including 25, 43, 44, 46, 48, 65,
251, 253, 254, 266, 272, 273 and 274. Call Metro Rider at 553-3000 for
more information.
CAB SERVICE:
Yellow Cab: 622-6500
Orange Cab: 522-8800
<PAGE>
PROXY
WESTERN WIRELESS CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned, having received the Notice of Annual Meeting of
Shareholders of Western Wireless Corporation (the "Company"), and the related
Proxy Statement dated April 15, 1998 hereby appoints John W. Stanton and Alan R.
Bender, and each of them, proxies for the undersigned, with full power of
substitution, and authorizes them to attend the Annual Meeting of Shareholders
of the Company on May 21, 1998, and any adjournments thereof, and to vote all
shares of Common Stock of the Company that the undersigned would be entitled to
vote if personally present, such proxies being instructed to vote as specified
on the reverse side, or, to the extent not specified, to vote FOR the election
as directors of all nominees named on the reverse side and FOR Proposal 2 and to
vote in their discretion on any other matters presented at the meeting or any
adjournments thereof.
PLEASE SIGN AND DATE THIS PROXY CARD AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE.)
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
<PAGE>
Please mark [x]
your votes
as indicated
1. ELECTION OF DIRECTORS
WITHHOLD
authority to vote for all
nominees named
FOR below
[_] [_]
John W. Stanton, John L. Bunce, Jr.,
Mitchell L. Cohen, Daniel J. Evans,
Jonathan M. Nelson, and Terence M.
O'Toole
(INSTRUCTION: To withhold authority
to vote FOR any individual nominee,
strike a line through the nominee's
name in the list above.)
2. Ratification of appointment of Arthur Andersen LLP as the Company's inde-
pendent auditors for 1998.
FOR AGAINST ABSTAIN
[_] [_] [_]
This proxy, when properly executed, will be voted in the manner specified
by the undersigned. Except as otherwise specified, this proxy will be voted FOR
the election as directors of all nominees named above, FOR satisfaction of the
appointment of Arthur Andersen LLP as the Company's independent auditors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL OF THE NOMINEES NAMED ABOVE AND
FOR PROPOSAL 2.
Signature ____________________________________
Signature, if held jointly ___________________________________
Dated: ________________, 1998
Please sign name exactly as it appears hereon. If shares are held by joint
tenants, both should sign. When signing as an attorney, executor, administrator,
trustee, or guardian, please give full title as such.
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
