-----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, BCkufxQK7ZWIpW4gtdzqF6vGvsuRP8r+/CqDcene9lHg4VQ8OO+UcPMKUZ6VgmaQ tqjXmjMBgPJXxkJr0MvapQ== 0000909334-02-000025.txt : 20020414 0000909334-02-000025.hdr.sgml : 20020414 ACCESSION NUMBER: 0000909334-02-000025 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020214 GROUP MEMBERS: EVERETT R. DOBSON GROUP MEMBERS: STEPHEN T. DOBSON 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 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60167 FILM NUMBER: 02548096 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: DOBSON CC LP CENTRAL INDEX KEY: 0001107748 IRS NUMBER: 731443315 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 14201 WIRELESS WAY STREET 2: 14201 WIRELESS WAY CITY: OKLAHOMA CITY STATE: OK ZIP: 73134 BUSINESS PHONE: 4055298500 MAIL ADDRESS: STREET 1: 14201 WIRELESS WAY STREET 2: 14201 WIRELESS WAY CITY: OKLAHOMA CITY STATE: OK ZIP: 73134 SC 13G/A 1 sch13ga2002.txt SCH13GA2002 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 -------------- SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 1)* DOBSON COMMUNICATIONS CORPORATION (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $.01 (Title of Class of Securities) 256069105 (CUSIP Number) December 31, 2001 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: Rule 13d-1(b) Rule 13d-1(c) [X] Rule 13d-1(d) - ------------------ * 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 the disclosures provided in a prior cover page. The information required in 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 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). - ------------------------------------------------------------------------------ 13G 1. NAMES OF REPORTING PERSONS DOBSON CC LIMITED PARTNERSHIP I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) IRS No. 73-1443315 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION OKLAHOMA NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER None 6. SHARED VOTING POWER 53,617,477 7. SOLE DISPOSITIVE POWER None 8. SHARED DISPOSITIVE POWER 53,617,477 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 53,617,477 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 57.9% of the outstanding shares and 87.03% of the total combined voting power 12. TYPE OF REPORTING PERSON* PN - ------------------------------------------------------------------------------ 13G 1. NAMES OF REPORTING PERSONS EVERETT R. DOBSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION USA NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 85,000 6. SHARED VOTING POWER 53,798,254 7. SOLE DISPOSITIVE POWER 85,000 8. SHARED DISPOSITIVE POWER 53,798,254 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 53,883,254 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 58.2% of the outstanding shares and 87.07% of the total combined voting power 12. TYPE OF REPORTING PERSON* IN - ------------------------------------------------------------------------------ 13G 1. NAMES OF REPORTING PERSONS STEPHEN T. DOBSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION USA NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER None 6. SHARED VOTING POWER 53,617,477 7. SOLE DISPOSITIVE POWER None 8. SHARED DISPOSITIVE POWER 53,617,477 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 53,617,477 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 57.9% of the outstanding shares and 87.03% of the total combined voting power 12. TYPE OF REPORTING PERSON* IN - ------------------------------------------------------------------------------ Item 1(a) Name of Issuer: Dobson Communications Corporation Item 1(b) Address of Issuer's Principal Executive Officers: 14201 Wireless Way Oklahoma City, OK 73134 Item 2(a) Name of Person Filing: Dobson CC Limited Partnership Item 2(b) Address of Principal Business Office or, if None, Residence: 14201 Wireless Way Oklahoma City, OK 73134 Item 2(c) Citizenship: USA Item 2(d) Title of Class of Securities: Class A Common Stock, par value $.01 Item 2(e) CUSIP Member: 256069105 Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether The Person Filing is a: Not applicable. Item 4. Ownership. (a) Amount beneficially owned - 53,617,477 shares, including 2,000,000 shares of Class A common stock and 51,617,477 shares of Class B common stock. Each share of Class B common stock is immediately convertible into one share of Class A common stock. Each share of Class A common stock is entitled to one vote and each share of Class B common stock is entitled to ten votes. (b) Percent of class - 57.9% of the outstanding shares and 87.03% of the total combined voting power. (c) Number of shares as to which such person has (i) Sole power to vote or to direct the vote - None (ii) Shared power to vote or to direct the vote - 2,000,000 shares of Class A commmon stock and 51,617,477 shares of Class B common stock. (iii) Sole power to dispose or to direct the disposition of - None (iv) Shared power to dispose or to direct the disposition of - 2,000,000 shares of Class A common stock and 51,617,477 shares of Class B common stock. Item 5. Ownership of Five Percent or Less of a Class. Not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. Not applicable. Item 8. Identification and classification of Members of the Group. Not applicable. Item 9. Notice of Dissolution of the Group. Not applicable. Item 10. Certifications. Not applicable. - ------------------------------------------------------------------------------ Item 1(a) Name of Issuer: Dobson Communications Corporation Item 1(b) Address of Issuer's Principal Executive Officers: 14201 Wireless Way Oklahoma City, OK 73134 Item 2(a) Name of Person Filing: Everett R. Dobson Item 2(b) Address of Principal Business Office or, if None, Residence: 14201 Wireless Way Oklahoma City, OK 73134 Item 2(c) Citizenship: USA Item 2(d) Title of Class of Securities: Class A Common Stock, par value $.01 Item 2(e) CUSIP Member: 256069105 Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether The Person Filing is a: Not applicable. Item 4. Ownership. (a) Amount beneficially owned - 53,883,254 shares, including 2,265,777 shares of Class A common stock and 51,617,477 shares of Class B common stock. Each share of Class B common stock is immediately convertible into one share of Class A common stock. Each share of Class A common stock is entitled to one vote and each share of Class B common stock is entitled to ten votes. (b) Percent of Class - 58.2% of the outstanding shares and 87.07% of the total combined voting power (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote of - 85,000 shares of Class A common stock. (ii) Shared power to vote or to direct the vote of - 53,798,254 shares, including 51,617,477 shares of Class B common stock (an aggregate of 516,174,770 votes) and 2,180,777 shares of Class A common stock. (iii) Sole power to dispose or to direct the disposition of - 85,000 shares of Class A common stock (iv) Shared power to dispose or to direct the disposition of - 53,798,254 shares, including 51,617,477 shares of Class B common stock and 2,180,777 shares of Class A common stock. Item 5. Ownership of Five Percent or Less of a Class. Not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person. The 53,883,254 shares beneficially owned by Everett R. Dobson include 180,777 shares of Class A common stock held by Dobson Equity, L.L.C., with respect to which Mr. Dobson is one of three managers, and 53,617,477 shares of common stock including 2,000,000 shares of Class A common stock and 51,617,477 shares of Class B common stock, held by Dobson CC Limited Partnership. The general partner of Dobson CC Limited Partnership is RLD, Inc. Mr. Dobson is the President, sole shareholder and one of two directors of RLD, Inc. Each of Dobson, L.L.C. and Dobson CC Limited Partnership have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the common stock of Dobson Communications Corporation. The shares of Class B common stock held by Dobson CC Limited Partnership represent more than five percent of the combined voting power of the total number of shares of Dobson Communications Corporation's outstanding common stock. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. Not applicable. Item 8. Identification and classification of Members of the Group. Not applicable. Item 9. Notice of Dissolution of the Group. Not applicable. Item 10. Certifications. Not applicable. - ----------------------------------------------------------------------------- Item 1(a) Name of Issuer: Dobson Communications Corporation Item 1(b) Address of Issuer's Principal Executive Officers: 14201 Wireless Way Oklahoma City, OK 73134 Item 2(a) Name of Person Filing: Stephen T. Dobson Item 2(b) Address of Principal Business Office or, if None, Residence: 14201 Wireless Way Oklahoma City, OK 73134 Item 2(c) Citizenship: USA Item 2(d) Title of Class of Securities: Class A Common Stock, par value $.01 Item 2(e) CUSIP Member: 256069105 Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether The Person Filing is a: Not applicable. Item 4. Ownership. (a) Amount beneficially owned - 53,617,477 shares, including 2,000,000 shares of Class A common stock and 51,617,477 shares of Class B common stock. Each share of Class B common stock is immediately convertible into one share of Class A common stock. Each share of Class B common stock is entitled to ten votes. (b) Percent of class - 57.9% of the outstanding shares and 87.03% of the total combined voting power. (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote - None (ii) Shared power to vote or to direct the vote - 2,000,000 shares of Class A common stock and 51,617,477 shares of Class B common stock. (iii) Sole power to dispose or to direct the disposition of - None (iv) Shared power to dispose or to direct the disposition of - 2,000,000 shares of Class A common stock and 51,617,477 shares of Class B common stock. Item 5. Ownership of Five Percent or Less of a Class. Not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person. The 53,617,477 shares beneficially owned by Mr. Dobson include 2,000,000 shares of Class A common stock and 51,617,477 shares of Class B common stock and are held by Dobson CC Limited Partnership. Mr. Dobson is one of two directors of RLD, Inc., the general partner of Dobson CC Limited Partnership. Dobson CC Limited Partnership has the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the common stock of Dobson Communications Corporation. The shares of common stock held by Dobson CC Limited Partnership represent more than five percent of the combined voting power of the total number of shares of Dobson Communications Corporation's outstanding common stock. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. Not applicable. Item 8. Identification and classification of Members of the Group. Not applicable. Item 9. Notice of Dissolution of the Group. Not applicable. Item 10. Certifications. Not applicable. 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. February 5, 2002 Dobson CC Limited Partnership By RLD, Inc., general partner By EVERETT R. DOBSON Everett R. Dobson, President EVERETT R. DOBSON Everett R. Dobson STEPHEN T. DOBSON Stephen T. Dobson INDEX TO EXHIBITS
Exhibit No. Description Method of Filing - ----------- ----------- ---------------- 99.1 Joint Filing Agreement Filed herewith electronically
EX-99 3 jointfilagmt.txt Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other of the attached statement on Schedule 13G and to all amendments to such statement and that such statement and all amendments to such statement is made on behalf of each of them. IN WITNESS WHEREOF, the undersigned hereby execute this agreement on January 11, 2001. EVERETT R. DOBSON Everett R. Dobson, an individual DOBSON CC LIMITED PARTNERSHIP, an Oklahoma limited partnership By RLD, INC., General Partner By EVERETT R. DOBSON Everett R. Dobson, President STEPHEN T. DOBSON Stephen T. Dobson, an individual -----END PRIVACY-ENHANCED MESSAGE-----