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Filed Pursuant to Rule 424(b)(3)
Registration No. 333-4229
PROSPECTUS SUPPLEMENT NO. 8
TO
PROSPECTUS DATED MAY 1, 1997
[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 SEPTEMBER 30, 1997, SENIOR INDEBTEDNESS
AGGREGATED APPROXIMATELY $770 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 February 24, 1998.
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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"), Prospectus Supplement No. 3 thereto dated August 13, 1997
("Prospectus Supplement No. 3"), Prospectus Supplement No. 4 thereto dated
October 14, 1997 ("Prospectus Supplement No. 4"), Prospectus Supplement No. 5
thereto dated November 6, 1997 ("Prospectus Supplement No. 5"), Prospectus
Supplement No. 6 thereto dated December 8, 1997 ("Prospectus Supplement No. 6")
and "), Prospectus Supplement No. 7 thereto dated February 23, 1998 ("Prospectus
Supplement No. 7") 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 to Prospectus
Supplement No. 4.
On November 6, 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. 5.
On December 8, 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. 6.
On February 18, 1998, the Company issued a press release relating to
1997 financial results, a copy of which is attached to Prospectus Supplement No.
7.
On February 23, 1998, 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
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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 February 18, 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 February 18, 1998, Western Wireless Corporation issued the following
press release:
FOR IMMEDIATE RELEASE
FOR FURTHER INFORMATION CONTACT:
Investment Community: Media:
Ken Prussing Susan Sercu
(425) 313-7803 (425) 313-7877
[email protected] [email protected]
WESTERN WIRELESS ANNOUNCES CLOSING OF
HUTCHISON TELECOM'S $248 MILLION INVESTMENT
HUTCHISON TELECOM PURCHASES A 19.9-PERCENT INTEREST IN WESTERN PCS CORP.
ISSAQUAH, Wash. (February 18, 1998) - Western Wireless Corp.
(NASDAQ:WWCA), a leading provider of cellular and personal communications
services (PCS), announced today that a subsidiary of Hutchison
Telecommunications Limited (Hutchison Telecom) and Western Wireless closed
Hutchison Telecom's $248 million investment in Western PCS Corp., a subsidiary
of Western Wireless, on Tuesday, Feb. 17, 1998. The investment represents the
purchase of newly issued shares representing a 19.9-percent interest in Western
PCS Corp., the holding company for all PCS investments of Western Wireless in
the United States.
"The investment by Hutchison Telecom in our business represents a
tremendous opportunity for expanding our PCS operations even further," said John
Stanton, chairman and chief executive officer of Western Wireless. "The
partnership with Hutchison allows us to develop global strategies for delivering
high-quality service to customers."
On Nov. 26, 1997 Hutchison Telecom invested approximately $74 million for
an approximate 5-percent interest in Western Wireless. Two Hutchison
representatives have also been added to the board of Western PCS Corp.: Canning
Fok, group managing director of Hutchison Whampoa Limited (the holding company
of Hutchison Telecom) and chairman of Orange plc, and Hans Snook, managing
director of Orange.
Western Wireless provides PCS under the VoiceStream(R) Wireless brand in
seven Major Trading Areas including Albuquerque-El Paso, Denver, Des Moines-Quad
Cities, Honolulu, Portland, Oklahoma City and Salt Lake City and is licensed to
provide PCS in more than 100 Basic Trading Areas including Seattle, Phoenix,
Austin, San Antonio and St. Louis. In addition, through joint ventures,
VoiceStream service is also available in Tulsa and Wichita.
Hutchison Telecom, a wholly-owned subsidiary of Hutchison Whampoa, is a
leading operator of mobile telephone and paging services in Hong Kong and
operates a fixed network in Hong Kong. Hutchison Telecom also provides
telecommunications services in Singapore, Indonesia, Malaysia, Thailand, India,
Sri Lanka and Australia. Hutchison Whampoa also owns a 49-percent interest in
Orange plc, a fast growing PCS provider in the United Kingdom, and runs the
largest independent service provider of mobile communications in both France and
Germany.
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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 11
states using the globally dominant GSM technology. 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.
###
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
February 23, 1998 By /s/ ALAN R. BENDER
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Date Alan R. Bender
Senior Vice President and
General Counsel
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