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PROSPECTUS SUPPLEMENT Document is copied.
(TO PROSPECTUS DATED MARCH 27, 1998 FILED PURSUANT TO RULE 424(b)(3)
REGISTRATION NO. 333-14859
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
This prospectus supplement relates to the offers and sales by Goldman,
Sachs & Co., Spear Leeds & Kellogg, L.P. and their broker-dealer subsidiaries
of the Class A Common Stock (the "Common Stock") and the 10-1/2% Senior
Subordinated Notes due 2006 and the 10-1/2% Senior Subordinated Notes due 2007
(together, the "Notes") of Western Wireless Corporation (the "Company").
This prospectus supplement should be read in conjunction with the
prospectus dated March 27, 1998, which is to be delivered with this prospectus
supplement. All capitalized terms used but not defined in this prospectus
supplement shall have the meanings given them in the prospectus.
The information in the section appearing under the heading "Plan of
Distribution" in the prospectus is replaced and superceded by the information
appearing in text below:
PLAN OF DISTRIBUTION
This prospectus may be used by Goldman Sachs, Spear Leeds & Kellogg,
L.P. ("Spear Leeds") and other broker-dealer subsidiaries of Spear Leeds (the
"Goldman Entities") in connection with offers and sales related to
market-making transactions in the shares of Class A Common Stock, the 2006 Notes
and the Exchange Notes effected from time to time. The Goldman Entities may act
as principal or agent in such transactions, including as agent for the
counterparty when acting as principal or agent for both counterparties, and may
receive compensation in the form of discounts and commissions, including from
both counterparties when they act as agent for both such parties. Such sales
will be made at prevailing market prices at the time of sale, at prices related
thereto or at negotiated prices.
The Goldman Sachs Group, L.P. may be deemed to be the owner of
12,099,029 shares of the Company's Class B Common Stock, which such shares
consist of (i) 11,096,078 shares held of record by GS Capital Partners, L.P.
("GS Capital"), (ii) 580,813 shares held of record by Stone Street Fund 1992,
L.P. ("Stone Street"), (iii) 337,163 shares held of record by Bridge Street Fund
1992, L.P. ("Bridge Street") and (iv) 84,975 shares 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 or its affiliates. Each of such investment
partnerships shares voting and investment power with certain of its respective
affiliates. The shares above do not include (i) shares of Class A Common Stock
owned by Goldman Sachs which were acquired in the ordinary course of
market-making transactions, or (ii) shares of Class A Common Stock held in
client accounts for which Goldman Sachs exercises voting or investment
authority, or both. GS Group disclaims beneficial ownership of the shares held
in such client accounts.
Terence M. O'Toole, a Managing Director of Goldman Sachs, has been a
director of the Company since its formation in July 1994. Mr. O'Toole was
elected a director of the Company pursuant to a shareholders agreement among the
Goldman Sachs Entities, Hellman & Friedman and certain of its affiliates (the
"Hellman & Friedman Entities"), John W. Stanton, Chairman and Chief Executive
Officer of the Company, and Theresa E. Gillespie, Senior Vice President of the
Company, and certain of their affiliates (collectively, the "Stanton Entities"),
and Providence Media Partners L.P. ("Providence"). Such agreement provides that
the parties thereto will vote their shares of common stock of the Company in
favor of the election as directors of the Company the Chief Executive Officer of
the Company, one person designated by John W. Stanton and Providence, one person
designated by Goldman Sachs, two persons designated by the Hellman & Friedman
Entities and one person selected by a majority of such designated persons,
subject to the ownership requirements set forth in such agreement. Mr.
O'Toole was designated by Goldman Sachs pursuant thereto.
Goldman Sachs served as a managing underwriter in the Company's May 1996
equity and debt initial public offerings, as a purchaser in its October 1997
private debt offering, and as a financial advisor with respect to the investment
in the Company and one of its subsidiaries by Hutchinson Telecommunications
Limited and one of its affiliates, receiving customary fees therefor.
The Company has been advised by the Goldman Entities that, subject to
applicable laws and regulations, the Goldman Entities currently intend to make a
market in the shares of Class A Common Stock, the 2006 Notes and the Exchange
Notes. However, they are not obligated to do so and any market-making may be
interrupted or discontinued at any time without notice. In addition, such
market-making activity will be subject to the limits imposed by the Securities
Act and the Exchange Act. There can be no assurance that an active trading
market will be developed or sustained.
The Goldman Entities may not confirm sales to any accounts over which
they exercise discretionary authority without the prior specific written
approval by the customer.
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INVESTING IN THE COMMON STOCK OR THE NOTES INVOLVES A HIGH DEGREE OF
RISK. SEE "RISK FACTORS" BEGINNING ON PAGE 10 OF THE PROSPECTUS.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THE PROSPECTUS OR THIS PROSPECTUS SUPPLEMENT. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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The date of this prospectus supplement is January 17, 2001
