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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 30, 1998
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
WESTERN WIRELESS CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C>
WASHINGTON 91-1638901
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
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2001 NW SAMMAMISH ROAD
ISSAQUAH, WASHINGTON 98027
(425) 313-5200
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
ALAN R. BENDER, ESQ.
SENIOR VICE PRESIDENT, GENERAL COUNSEL
WESTERN WIRELESS CORPORATION
2001 NW SAMMAMISH ROAD
ISSAQUAH, WASHINGTON 98027
(425) 313-5200
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
COPIES TO:
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G. SCOTT GREENBURG, ESQ. ALISON S. RESSLER, ESQ.
GARY J. KOCHER, ESQ. SULLIVAN & CROMWELL
PRESTON GATES & ELLIS LLP SUITE 1200
5000 COLUMBIA CENTER 444 SOUTH FLOWER STREET
701 FIFTH AVENUE LOS ANGELES, CALIFORNIA 90071
SEATTLE, WASHINGTON 98104 (213) 955-8000
(206) 623-7580
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box: [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] 333-49555
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
OF SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE(2) PRICE(2) REGISTRATION FEE(2)
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<S> <C> <C> <C> <C>
Class A Common Stock,
no par value per share............ 1,265,000 shares $20.0625 $25,379,062.50 $7,487
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(1) Includes 165,000 shares that the Underwriters have the option to purchase to
cover over-allotments, if any. A portion of the amount to be registered
represents shares that are to be offered outside of the United States but
that may be resold from time to time in the United States. Such shares are
not being registered for the purpose of sales outside the United States.
(2) Estimated pursuant to Rule 457(c) solely for purposes of calculating amount
of registration fee based upon the average of the high and low prices
reported on April 29, 1998, as reported on the Nasdaq Stock Market.
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INCORPORATION BY REFERENCE
The contents of the Registration Statement on Form S-3, as amended
(File No. 333-49555) originally filed by Western Wireless Corporation on April
7, 1998, are hereby incorporated by reference.
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized on this 30th day of April, 1998.
WESTERN WIRELESS CORPORATION
By: /s/ ALAN R. BENDER
------------------------------------
Alan R. Bender
Senior Vice President, General
Counsel
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on April 30, 1998 by the following
persons in the capacities indicated.
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<CAPTION>
SIGNATURES TITLE
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<C> <S>
* Chairman, Chief Executive Officer and
- -------------------------------------------- Director (Principal Executive Officer)
John W. Stanton
* Vice Chairman and Chief Financial Officer
- -------------------------------------------- (Principal Financial Officer)
Donald Guthrie
* Controller and Principal Accounting Officer
- --------------------------------------------
Patricia Miller
* Director
- --------------------------------------------
John L Bunce, Jr.
* Director
- --------------------------------------------
Mitchell R. Cohen
* Director
- --------------------------------------------
Daniel J. Evans
* Director
- --------------------------------------------
Jonathan M. Nelson
* Director
- --------------------------------------------
Terence M. O'Toole
*By: /s/ ALAN R. BENDER
- --------------------------------------------
Alan R. Bender
Attorney-in-Fact
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II-3
<PAGE> 4
INDEX TO EXHIBITS
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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5.1 Opinion of Preston Gates & Ellis LLP regarding legality of
shares
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Preston Gates & Ellis LLP (contained in Exhibit
5.1)
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<PAGE> 1
EXHIBIT 5.1
OPINION OF PRESTON GATES & ELLIS LLP
April 30, 1998
Western Wireless Corporation
2001 NW Sammamish Road
Issaquah, Washington, 98027
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
In connection with the registration of shares of Class A Common Stock, no
par value per share (the "Shares"), of Western Wireless Corporation (the
"Company") with the Securities and Exchange Commission on a Registration
Statement on Form S-3 (the "Registration Statement"), relating to the sales of
the Shares by certain selling shareholders named in the Registration Statement,
we have examined such documents, records and matters of law as we have
considered relevant.
Based on this review, it is our opinion that the Shares will be fully paid
and non-assessable under the Washington Business Corporation Act when
certificates representing the Shares shall have been duly executed,
countersigned and registered and duly delivered to the purchasers thereof
against payment of the agreed consideration therefor.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to all references to our firm included in or made a
part of the Registration Statement.
Very truly yours,
PRESTON GATES & ELLIS LLP
By: /s/ G. SCOTT GREENBURG
------------------------------------
G. Scott Greenburg
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EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our
report included in this registration statement and to the incorporation by
reference in this registration statement of our report dated February 17, 1998
included in the Annual Report on Form 10-K of Western Wireless Corporation for
the year ended December 31, 1997, and to all references to our firm included in
this registration statement.
By: /s/ ARTHUR ANDERSEN LLP
------------------------------------
Arthur Andersen LLP
Seattle, Washington
April 30, 1998
