-----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, TCjZHiPBIHOf7GfYq+VV+GC80bjtgdQ0OoxHdvLvYIvY+6x2oez8zbuSIZO0RI9q jaGbcl9uTSY/N4DDrMYoNg== 0000950124-01-001043.txt : 20010228 0000950124-01-001043.hdr.sgml : 20010228 ACCESSION NUMBER: 0000950124-01-001043 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010227 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ALAMOSA HOLDINGS INC CENTRAL INDEX KEY: 0001120102 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 752890997 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-61223 FILM NUMBER: 1554805 BUSINESS ADDRESS: STREET 1: 4430 BROWNFIELD HIGHWAY CITY: LUBBOCK STATE: TX ZIP: 79407 BUSINESS PHONE: 8067221100 MAIL ADDRESS: STREET 1: 4430 BROWNFIELD HIGHWAY CITY: LUBBOCK STATE: TX ZIP: 79407 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ROBERTS STEPHEN C CENTRAL INDEX KEY: 0001112972 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O ROBERTS COMPANIES STREET 2: 1408 NORTH KINGSHIGHWAY #300 CITY: ST LOUIS STATE: MO ZIP: 63133 BUSINESS PHONE: 3143674600 MAIL ADDRESS: STREET 1: C/O ROBERTS COMPANIES STREET 2: 1408 NORTH KINGSHIGHWAY #300 CITY: ST LOUIS STATE: MO ZIP: 63133 SC 13D 1 c60449asc13d.txt SCHEDULE 13D 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ____)* ALAMOSA HOLDINGS, INC. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.01 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 011589 10 8 - -------------------------------------------------------------------------------- (CUSIP Number) Steven C. Roberts 1408 North Kingshighway, Suite 300 St. Louis, Missouri 63113 (314) 367-4600 With a copy to: Joseph S. von Kaenel, Esq. Armstrong Teasdale LLP One Metropolitan Square, Suite 2600 St. Louis, Missouri 63102 (314) 621-5070 - -------------------------------------------------------------------------------- (Name, address and telephone number of person authorized to receive notices and communications) February 14, 2001 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) 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. [ ] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7(b) 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). 2 CUSIP No. 011589 10 8 13D Page 2 of 5 Pages 1 NAME OF REPORTING PERSONS: STEVEN C. ROBERTS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS (See Instructions) 00 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION: U.S. NUMBER OF SHARES 7 SOLE VOTING POWER 6,750,000 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER - 0 - 9 SOLE DISPOSITIVE POWER 6,750,000 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,750,000 3 CUSIP No. 011589 10 8 13D Page 3 of 5 Pages 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] (See Instructions) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.4% 14 TYPE OF REPORTING PERSON (See Instructions) IN ITEM 1. SECURITY AND ISSUER This Schedule 13D relates to shares of common stock, $.01 par value per shares (the "Common Stock"), of Alamosa Holdings, Inc., a Delaware corporation (the "Issuer"). The address of the principal executive office of the Issuer is 5225 S. Loop 289, Lubbock, Texas 79424. ITEM 2. IDENTITY AND BACKGROUND Steven C. Roberts, an individual and US citizen ("Roberts"), is filing this Schedule 13D on behalf of himself. Roberts is the President and Chief Operating Officer of Roberts Broadcasting Company. Roberts' business address, and the address of his employer, is 1408 North Kingshighway, St. Louis, Missouri 63113. During the past five years, Roberts has not been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction or as a result of such proceeding been, and is not, subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, United States federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Roberts obtained the 6,750,000 shares of Common Stock reported in this filing pursuant to the terms of an Amended and Restated Agreement and Plan of Reorganization dated July 31, 2000 (the "Agreement") among the Issuer, Alamosa PCS Holdings, Inc., Alamosa Sub I, Inc., Roberts Wireless Communications, LLC and the members thereof. Roberts obtained his Common Stock on February 14, 2001 in exchange for all of his interest in Roberts Wireless Communications, L.L.C. In addition to the 6,750,000 shares of the Issuer's Common Stock reported on this Schedule 13D, Roberts owns an additional 4,500 shares, he and his wife together own 2,500 shares, his wife holds 5,400 in custodial accounts for their minor children and 250 shares are owned by Roberts Broadcasting Company of which Roberts is a principal. Except for the 5,400 shares held in custodial accounts for minor children, all such shares were acquired more than 60 days prior to the date of this filing. Roberts disclaims beneficial ownership of the Common Stock held in custodial accounts for his minor children. ITEM 4. PURPOSE OF TRANSACTION As described in Item 3 above, Roberts obtained his Common Stock pursuant to the terms of the Agreement. That transaction is described in the 424(b)(3) prospectus filed with the Securities and Exchange Commission 4 CUSIP No. 011589 10 8 13D Page 4 of 5 Pages on January 26, 2001 in connection with the Issuer's Registration Statement on From S-4 which registration statement was filed with the Securities and Exchange Commission on October 13, 2000 (File No. 333-47916). In connection with the Agreement, Roberts became a director of the Issuer on February 14, 2001. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Roberts is the beneficial owner of 6,750,000 shares of Common Stock, or approximately 8.4% of the shares of Common Stock outstanding. Roberts has the sole power to dispose of and vote the shares of Common Stock owned of record by him. See Item 3 with respect to additional shares in which Roberts has an interest. Roberts has not effected any transaction in the Common Stock (other than in connection with the transactions described herein) in the past 60 days. Roberts does not know of any person who has the right to receive or the power to direct the receipt of dividends on the Common Stock owned beneficially by him. The percentage of shares of Common Stock outstanding reported as beneficially owned by each person herein on the date hereof is based upon the 80,846,844 shares of Common Stock outstanding as of February 21, 2000. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER In connection with his acquisition of the Issuer's Common Stock referred to herein, Roberts has certain registration rights and has agreed not to dispose of such shares prior to September 31, 2001 except for certain permitted pledges. Roberts has pledged all of his shares referred to herein to secure certain financing. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Amended and Restated Plan and Agreement of Reorganization dated July 31, 2001, among the Issuer, Alamosa PCS Holdings, Inc., Alamosa Sub I, Inc., Roberts Wireless Communications, L.L.C. and the members thereof (incorporated herein by reference to Appendix B of the Issuer's 424(b)(3) prospectus filed with the Securities and Exchange Commission on January 26, 2001 in connection with the Issuer's Registration Statement on Form S-4 filed with the Securities and Exchange Commission on October 13, 2000 (File No. 333-47916)). 5 CUSIP No. 011589 10 8 13D Page 5 of 5 Pages SIGNATURE After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct. February 21, 2001 /s/ Steven C. Roberts ------------------------------- Steven C. Roberts -----END PRIVACY-ENHANCED MESSAGE-----