Amendment #1 to Schedule 13G

-----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, PDzh1h2w+wId5NP8m+GFlOqVsk5FVpxBl9CxTidoUFbZl2hUsfmbhBOFwJBZ6dnB GEUagIFm0yOZAhy8UyFO/A== 0001193125-04-023172.txt : 20040213 0001193125-04-023172.hdr.sgml : 20040213 20040213155452 ACCESSION NUMBER: 0001193125-04-023172 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040213 GROUP MEMBERS: GLENVIEW CAPITAL GP, LLC GROUP MEMBERS: GLENVIEW CAPITAL MASTER FUND, LTD. GROUP MEMBERS: GLENVIEW CAPITAL PARTNERS, L.P. GROUP MEMBERS: GLENVIEW INSTITUTIONAL PARTNERS, L.P. 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: 04598986 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: GLENVIEW CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0001138995 IRS NUMBER: 134136746 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 540 MADISON AVENUE 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2128124713 SC 13G/A 1 dsc13ga.htm AMENDMENT #1 TO SCHEDULE 13G Amendment #1 to Schedule 13G

UNITED STATES

SECURITIES EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Dobson Communications Corporation

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

256069-10-5

(CUSIP Number)

December 31, 2003

(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)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

CUSIP No. 256069-10-5



1.		Names of Reporting Persons. Glenview Capital Management, LLC I.R.S Identification Nos. of above persons (entities only). 13-4136746

2.		Check the Appropriate Box if a Member of a Group (a) x (b) ¨

3.		SEC Use Only

4.		Citizenship or Place of Organization Delaware, United States

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5. Sole Voting Power None

6. Shared Voting Power 7,776,500

7. Sole Dispositive Power None

8. Shared Dispositive Power 7,776,500


9.		Aggregate Amount Beneficially Owned by Each Reporting Person 7,776,500

10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨

11.		Percent of Class Represented by Amount in Row (9) 6.480% based on 119,997,356 shares outstanding as of November 3, 2003.

12.		Type of Reporting Person: OO



1.		Names of Reporting Persons. Glenview Capital GP, LLC I.R.S Identification Nos. of above persons (entities only). 13-4136749

2.		Check the Appropriate Box if a Member of a Group (a) x (b) ¨

3.		SEC Use Only

4.		Citizenship or Place of Organization Delaware, United States



NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5. Sole Voting Power None 6. Shared Voting Power 7,776,500 7. Sole Dispositive Power None 8. Shared Dispositive Power 7,776,500


9.		Aggregate Amount Beneficially Owned by Each Reporting Person 7,776,500

10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨

11.		Percent of Class Represented by Amount in Row (9) 6.480% based on 119,997,356 shares outstanding as of November 3, 2003.

12.		Type of Reporting Person: OO



1.		Names of Reporting Persons. Glenview Capital Partners, L.P. I.R.S Identification Nos. of above persons (entities only). 13-4141851

2.		Check the Appropriate Box if a Member of a Group (a) x (b) ¨

3.		SEC Use Only

4.		Citizenship or Place of Organization Delaware, United States



NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5. Sole Voting Power None 6. Shared Voting Power 7,776,500 7. Sole Dispositive Power None 8. Shared Dispositive Power 7,776,500


9.		Aggregate Amount Beneficially Owned by Each Reporting Person 7,776,500

10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨

11.		Percent of Class Represented by Amount in Row (9) 6.480% based on 119,997,356 shares outstanding as of November 3, 2003.

12.		Type of Reporting Person: PN



1.		Names of Reporting Persons. Glenview Capital Master Fund, Ltd. I.R.S Identification Nos. of above persons (entities only). 98-0385693

2.		Check the Appropriate Box if a Member of a Group (a) x (b) ¨

3.		SEC Use Only

4.		Citizenship or Place of Organization Cayman Islands, British West Indies



NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5. Sole Voting Power None 6. Shared Voting Power 7,776,500 7. Sole Dispositive Power None 8. Shared Dispositive Power 7,776,500


9.		Aggregate Amount Beneficially Owned by Each Reporting Person 7,776,500

10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨

11.		Percent of Class Represented by Amount in Row (9) 6.480% based on 119,997,356 shares outstanding as of November 3, 2003.

12.		Type of Reporting Person: OO



1.		Names of Reporting Persons. Glenview Institutional Partners, L.P. I.R.S Identification Nos. of above persons (entities only). 13-4153722

2.		Check the Appropriate Box if a Member of a Group (a) x (b) ¨

3.		SEC Use Only

4.		Citizenship or Place of Organization Delaware, United States



NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5. Sole Voting Power None 6. Shared Voting Power 7,776,500 7. Sole Dispositive Power None 8. Shared Dispositive Power 7,776,500


9.		Aggregate Amount Beneficially Owned by Each Reporting Person 7,776,500

10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨

11.		Percent of Class Represented by Amount in Row (9) 6.480% based on 119,997,356 shares outstanding as of November 3, 2003.

12.		Type of Reporting Person: PN

Item 1(a).

Name of Issuer:

Dobson Communications Corporation

Item 1(b).

Address of Issuer’s Principal Executive Offices:

14201 Wireless Way

Oklahoma City, OK 73134

Item 2(a).

Name of Person Filing

Item 2(b).

Address of Principal Business Office or, if None, Residence

Item 2(c).

Citizenship

Glenview Capital Management, LLC

399 Park Avenue, Floor 39

New York, New York 10022

Delaware limited liability company

Glenview Capital GP, LLC

399 Park Avenue, Floor 39

New York, New York 10022

Delaware limited liability company

Glenview Capital Partners, L.P.

399 Park Avenue, Floor 39

New York, New York 10022

Delaware limited partnership

Glenview Institutional Partners, L.P.

399 Park Avenue, Floor 39

New York, New York 10022

Delaware limited partnership

Glenview Capital Master Fund, Ltd.

c/o Goldman Sachs (Cayman) Trust, Limited

Harbour Centre, North Church Street

P.O. Box 896GT

George Town, Grand Cayman

Cayman Islands, British West Indies

Cayman Island exempted company

Item 2(d).

Title of Class of Securities:

Class A Common Stock

Item 2(e).

CUSIP Number:

256069-10-5

Item 3.

If This Statement is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a:

(a)

¨ Broker or dealer registered under Section 15 of the Act.

(b)

¨ Bank as defined in Section 3(a)(6) of the Act.

(c)

¨ Insurance company as defined in Section 3(a)(19) of the Act.

(d)

¨ Investment company registered under Section 8 of the Investment Company Act of 1940.

(e)

¨ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

¨ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

¨ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)

¨ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

(i)

¨ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940;

(j)

¨ Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4.

Ownership:

Glenview Capital Management, LLC

Glenview Capital GP, LLC

Glenview Capital Partners, L.P.

Glenview Institutional Partners, L.P.

Glenview Capital Master Fund, Ltd.

a. Amount beneficially owned: Glenview Capital Partners, L.P. beneficially owns 907,160 shares, Glenview Institutional Partners, L.P. beneficially owns 2,317,870 shares and Glenview Capital Master Fund, Ltd. beneficially owns 4,551,470 shares, for an aggregate total of 7,776,500 shares. The amount held by Glenview Capital Master Fund, Ltd. was formerly held and was transferred by Glenview Capital Partners (Cayman) Fund, Ltd.

b. Percent of Class: 6.480% based on 119,997,356 shares outstanding as of November 3, 2003.

The sole power to vote or direct the vote of the entire shareholding and the sole power to dispose of or direct the disposal of the entire shareholding has been delegated to Glenview Capital Management, LLC as Investment Manager for each of Glenview Capital Partners, L.P., Glenview Institutional Partners, L.P. and Glenview Capital Master Fund, Ltd. In addition, Glenview Capital GP, LLC serves as general partner for each of Glenview Capital Partners, L.P. and Glenview Institutional Partners, L.P.

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:

Not applicable.

Item 8.

Identification and Classification of Members of the Group:

Not applicable.

Item 9.

Notice of Dissolution of Group:

Not applicable.

Item 10.

Certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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.


February 13, 2004
Date



/s/ Lawrence M. Robbins
Lawrence M. Robbins, Chief Executive Officer


GLENVIEW CAPITAL MANAGEMENT, LLC

		/s/ Lawrence M. Robbins

		Lawrence M. Robbins, Chief Executive Officer

GLENVIEW CAPITAL GP, LLC

		/s/ Lawrence M. Robbins

		Lawrence M. Robbins, Chief Executive Officer

GLENVIEW CAPITAL PARTNERS, L.P.

By:		Glenview Capital GP, LLC as General Partner

		/s/ Lawrence M. Robbins

		Lawrence M. Robbins, Chief Executive Officer

GLENVIEW INSTITUTIONAL PARTNERS, L.P.

By:		Glenview Capital GP, LLC as General Partner

		/s/ Lawrence M. Robbins

		Lawrence M. Robbins, Chief Executive Officer

GLENVIEW CAPITAL MASTER FUND, LTD.

By:		Glenview Capital Management, LLC as Investment Manager

		/s/ Lawrence M. Robbins

		Lawrence M. Robbins, Chief Executive Officer

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