8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):  July 11, 2003

WESTERN WIRELESS CORPORATION

(Exact name of registrant as specified in its charter)

Washington	000-28160	91-1638901
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
3650 131st Avenue S.E. Bellevue, Washington		98006
(Address of principal executive offices)		(Zip Code)
Registrant’s telephone number, including area code		(425) 586-8700

(Former name or former address, if changes since last report)

TABLE OF CONTENTS

	ITEM 5. Other Events
	ITEM 7. Financial Statements and Exhibits
SIGNATURE
EXHIBIT 99.1
EXHIBIT 99.2

ITEM 5. Other Events

Pursuant to Rule 135c of the Securities Act of 1933, as amended, Registrant hereby files its press releases dated July 8, 2003 and July 11, 2003, which are attached hereto as Exhibits 99.1 and 99.2.

ITEM 7. Financial Statements and Exhibits

(c)	Exhibits
99.1	Press release dated July 8, 2003.
99.2	Press release dated July 11, 2003

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		WESTERN WIRELESS CORPORATION
		(Registrant)
Date:	July 11, 2003	By:	/s/ Jeffrey A. Christianson
		Jeffrey A. Christianson Senior Vice President and General Counsel

EX-99.1 3 v91444exv99w1.htm EXHIBIT 99.1

Exhibit 99.1

FOR RELEASE 1:30 PM PDT

JULY 8, 2003

Western Wireless Announces Proposed Offering of Senior Notes

     BELLEVUE, Wash. (July 8, 2003) – Western Wireless Corporation (NASDAQ: WWCA) today announced its intention to sell an aggregate principal amount of $600 million in senior unsecured notes with maturities in 2010 and 2013. The notes will be offered to qualified institutional buyers in an unregistered offering pursuant to Rule 144A under the Securities Act of 1933 (the “Securities Act”), and outside the United States in accordance with Regulation S under the Securities Act.

     The Company will use the net proceeds from the offering, together with the net proceeds from its offering of 4.625% Convertible Subordinated Notes due 2023 issued in June 2003 and the proceeds from recent dispositions of certain assets, to prepay, as part of a proposed amendment to its Credit Facility, $400 million of the principal amount of indebtedness under the Credit Facility, to repurchase and redeem all of its outstanding 10-1/2% Senior Subordinated Notes due 2006 and 2007 and, to the extent there are net proceeds remaining, for working capital and general corporate purposes. There can be no assurance that the offering or the proposed amendment will be consummated.

     The notes to be offered will not be registered under the Securities Act or any state securities laws, and may not be offered or sold in the United States absent registration under, or an applicable exemption from, the registration requirements of the Securities Act and applicable state securities laws. This press release does not constitute an offer to sell these securities nor is it a solicitation of an offer to purchase these securities.

     This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These include, but are not limited to, statements regarding the company’s plans, intentions and expectations. Forward-looking statements are based on the opinions and estimates of management at the time the statements are made. Such statements are inherently subject to a variety of

risks and uncertainties that could cause actual results to differ materially from those expected or implied by the forward-looking statements. These risks include increased levels of competition, restrictions on the company’s ability to finance its growth, any market changes that would significantly decrease consumer demand for wireless products, changes in technology, changes in, or failure to comply with, governmental regulations, general economic and business conditions, both nationally and in the regions in which the company operates, and other factors. A more extensive discussion of the risk factors that could impact these areas and the company’s overall business and financial performance can be found in the company’s public offering prospectuses and its periodic reports filed with the Securities and Exchange Commission. Given these factors, investors and analysts should not place undue reliance on forward-looking statements.

For further information contact:
Investment Community:
Steve Winslow
Western Wireless Corporation
(800) 261-5960
steve.winslow@wwireless.com
Media:
John Snyder
Snyder Investor Relations
(206) 262-0291
jsnyder@snyderir.com

EX-99.2 4 v91444exv99w2.htm EXHIBIT 99.2

Exhibit 99.2

FOR IMMEDIATE RELEASE

Western Wireless Announces Private Placement of $600 Million Senior Notes

     BELLEVUE, Wash. (June 6, 2003) – Western Wireless Corporation (NASDAQ: WWCA) announced today that it has agreed to sell $600 million of 9-1/4% Senior Notes due 2013. The notes were offered to qualified institutional buyers as defined in Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States in accordance with Regulation S under the Securities Act. The sale of the notes is expected to close on July 16, 2003, subject to standard closing conditions.

     Western Wireless also announced that it has completed an amendment to its $2.1 billion Credit Facility. The amendment will provide Western Wireless with additional flexibility under certain financial and operational covenants in the Credit Facility.

     Net proceeds of the offering, together with the net proceeds from the company’s offering of 4.625% Convertible Subordinated Notes due 2023 issued in June 2003 and the proceeds from recent dispositions of certain assets, will be used to permanently prepay $400 million of the Credit Facility, and to redeem all of its 101/2% Senior Subordinated Notes due 2006 and 2007.

     The notes being sold by Western Wireless have not been registered under the Securities Act, or any state securities laws, and may not be offered or sold in the United States absent registration under, or an applicable exemption from, the registration requirements of the Securities Act and applicable state securities laws. This press release does not constitute an offer to sell these securities nor is it a solicitation of an offer to purchase these securities.

     This press release may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These include, but are not limited to, statements regarding the Company’s plans, intentions and expectations. Forward-looking statements are based on the opinions and

estimates of management at the time the statements are made. Such statements are inherently subject to a variety of risks and uncertainties that could cause actual results to differ materially from those expected or implied by the forward-looking statements. These risks include increased levels of competition, restrictions on the Company’s ability to finance its growth, any market changes that would significantly decrease consumer demand for wireless products, changes in technology, changes in, or failure to comply with, governmental regulations, general economic and business conditions, both nationally and in the regions in which Western Wireless operates, and other factors. A more extensive discussion of the risk factors that could impact these areas and the Company’s overall business and financial performance can be found in the Company’s public offering prospectuses and its periodic reports filed with the Securities and Exchange Commission. Given these factors, investors and analysts should not place undue reliance on forward-looking statements.

For further information contact:
Investment Community:
Steve Winslow
Western Wireless Corporation
(800) 261-5960
steve.winslow@wwireless.com Media:
John Snyder
Snyder Investor Relations
(206) 262-0291
jsnyder@snyderir.com

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