-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Cb8M7MV/eKHQVxxKPydP27B64EZ8o1vksSJYPfSiY1I5CIL6oriRXCLzrUSC0SjW dVN+PRqSMou4fkklfUQnng== 0000891020-03-000256.txt : 20030127 0000891020-03-000256.hdr.sgml : 20030127 20030127162108 ACCESSION NUMBER: 0000891020-03-000256 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030127 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DOBSON COMMUNICATIONS CORP CENTRAL INDEX KEY: 0001035985 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 731513309 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60167 FILM NUMBER: 03526150 BUSINESS ADDRESS: STREET 1: 14201 WIRELESS WAY CITY: OKLAHOMA CITY STATE: OK ZIP: 73134 BUSINESS PHONE: 4053918500 MAIL ADDRESS: STREET 1: 14201 WIRELESS WAY CITY: OKLAHOMA CITY STATE: OK ZIP: 73134 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AT&T WIRELESS SERVICES INC CENTRAL INDEX KEY: 0001138234 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 911379052 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 7277 164TH AVENUE NE BUILDING 1 CITY: REDMOND STATE: WA ZIP: 98052 BUSINESS PHONE: 4255806000 MAIL ADDRESS: STREET 1: 7277 164TH AVENUE NE STREET 2: BUILDING 1 CITY: REDMOND STATE: WA ZIP: 98052 SC 13D/A 1 v87164dasc13dza.htm SCHEDULE 13D/A AT&T Wireless Services, Inc.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 4)*

Dobson Communications Corporation

(Name of Issuer)

Class A Common Stock, $0.001 par value per share

(Title of Class of Securities)

256069105

(CUSIP Number)

Benjamin F. Stephens, Esq.
AT&T Wireless Services, Inc.
7277 164th Avenue NE
Redmond, WA 98052
(425) 580-6000

with a copy to:

Eric DeJong, Esq.
Perkins Coie LLP
1201 Third Avenue, 40th Floor
Seattle, Washington 98101
(206) 583-8888

(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)

December 24, 2002

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box: o

     NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

•   The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

    The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on following pages)

Page 1 of 4 Pages

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CUSIP No.   256069105   13D   Page 2 of 4 Pages
             
1 NAME OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
    AT& T Wireless Service, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)		 (a)        o
(b)        o
3 SEC USE ONLY
         
4 SOURCE OF FUNDS  (See Instructions)
    N/A    
5 CHECK IF DISCLOSURE OR LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(D) OR 2(E)		 o
         
6 CITIZENSHIP OR PLACE OF ORGANIZATION
    Delaware
      7   SOLE VOTING POWER
NUMBER OF       12,398,069
SHARES  
BENEFICIALLY   8   SHARED VOTING POWER
OWNED BY       0
EACH  
REPORTING   9   SOLE DISPOSITIVE POWER
PERSON       12,398,069
WITH  
      10   SHARED DISPOSITIVE POWER
          0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
    12,398,069
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES		 o
         
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
    26.9%
14 TYPE OF REPORTING PERSON
    CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
SIGNATURE

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     This Amendment No. 4 supplements and amends the statement on Schedule 13D originally filed with the Securities and Exchange Commission (the “Commission”) by AT&T Corp. and AT&T Wireless Services, Inc. (“AWS”) on February 20, 2001 (the “Original Filing”), as such Original Filing was subsequently supplemented and amended by Amendment Nos. 1, 2 and 3 thereto, filed on July 20, 2001, August 2, 2001 and January 7, 2003 (Amendment No. 3 being referred to herein as the “Third Amendment”), respectively. This Amendment No. 4 is being filed to correct an error made in Row 13 of the cover page and Item 5 of the main portion of the Third Amendment regarding the calculation of the percentage of outstanding shares of Class A Common Stock of Dobson Communications Corporation, an Oklahoma corporation (“Dobson”), that are currently beneficially owned by AWS.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

     The information set forth under Item 5 of the Third Amendment is deleted in its entirety and the following information, which amends and supplements Item 5, is inserted in lieu thereof:

     (a)-(b) AWS currently beneficially owns 12,398,069 shares of Class A Common Stock of Dobson, which constitutes 26.9% of the shares of Class A Common Stock of Dobson outstanding as of November 1, 2002, according to the most recently available filing with the Commission by Dobson containing the total number of shares of Class A Common Stock outstanding (Form 10-Q). Pursuant to the Asset Exchange Agreement described under Item 4 of the Third Amendment, subject to federal regulatory approvals and certain other conditions, AWS has agreed to transfer to Dobson all 200,000 shares of Dobson’s Series AA Preferred Stock that AWS currently holds. These 200,000 shares of Series AA Preferred Stock are currently subject to a mandatory exchange provision that requires such shares to be exchanged, on a one-for-one basis, for shares of Series A Convertible Preferred Stock of Dobson upon the occurrence of certain conditions related to the Federal Communications Commission’s prohibition on certain attributable interests. Shares of Series A Convertible Preferred Stock of Dobson are convertible into shares of Class A Common Stock of Dobson based on a liquidation preference of $1,000 per share of Series A Convertible Preferred Stock and a conversion price of $25.35 per share of Class A Common Stock. If the Asset Exchange Agreement is consummated, the number of shares of Class A Common Stock of Dobson beneficially owned by AWS will be reduced by 7,889,546 shares, to 4,508,523 shares, which resulting shares would represent approximately 11.8% of the Class A Common Stock of Dobson outstanding as of November 1, 2002.

     AWS would continue to have sole voting and sole dispositive power with respect to the remaining shares of the Class A Common Stock of Dobson that AWS would continue to beneficially own.

Page 3 of 4 Pages

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SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

         
Date: January  24, 2003   AT&T WIRELESS SERVICES, INC.
         
    By: /s/    Benjamin F. Stephens, Esq.
       
        Benjamin F. Stephens, Esq.
Assistant Secretary

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