-----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, NiW1O4KglkXAGH/zaPmHv6sLUx4vMtJ5IhT8rVwW1Qap8Rvdl91nZ5qqnw9Fvczb puTVPjbPnRsvMxtsQyGKNA== 0000891020-96-001310.txt : 19961107 0000891020-96-001310.hdr.sgml : 19961107 ACCESSION NUMBER: 0000891020-96-001310 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19961025 ITEM INFORMATION: Other events FILED AS OF DATE: 19961106 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: WESTERN WIRELESS CORP CENTRAL INDEX KEY: 0000930738 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 911638901 STATE OF INCORPORATION: WA FISCAL YEAR END: 0123 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-28160 FILM NUMBER: 96654741 BUSINESS ADDRESS: STREET 1: 2001 NW SAMMAMISH RD CITY: ISSAQUAH STATE: WA ZIP: 98027 BUSINESS PHONE: 2063135200 MAIL ADDRESS: STREET 1: 2001 NW SAMMAMISH RD CITY: ISSAQUAH STATE: WA ZIP: 98027 8-K/A 1 FORM 8-K/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 25, 1996 (Date of Report) Western Wireless Corporation (Exact name of registrant as specified in its charter) Washington 0-28160 91-1638901 (State or other jurisdiction of (Commission File No.) (IRS Employer incorporation) Identification No.) 2001 NW Sammamish Road, Issaquah, Washington 98027 (Address of principal executive offices, including zip code) (206) 313-5200 (Registrant's telephone number, including area code) 2 ITEM 5. OTHER EVENTS. On October 24, 1996, Western Wireless Corporation (the "Company") completed a private sale of $200,000,000 principal amount of its newly issued 10 1/2% Senior Subordinated Notes Due February 1, 2007 ("Notes"). The Notes, which were sold at par, pay interest on February 1 and August 1 of each year, commencing February 1, 1997. The Notes were privately placed in domestic and international transactions exempt from the registration requirements of the Securities Act of 1933, as amended ("Securities Act"), pursuant to the SEC's Rule 144A and Regulation S. The initial purchasers were Goldman, Sachs & Co., Donaldson, Lufkin & Jenrette Securities Corporation, Salomon Brothers Inc, and Toronto Dominion Securities. The Notes have been rated B3/B- by Moody's and Standard and Poor's, respectively. Net proceeds from the sale of the Notes will be used to acquire, construct or improve assets in the wireless communications business and to retire $45,000,000 of debt previously borrowed by the Company for the purpose of acquiring, constructing or improving assets in the wireless communications business. In connection with the private placement of the Notes the Company committed to register for sale pursuant to the Securities Act a like principal amount of notes ("Exchange Notes") having the same terms and conditions as the Notes, and to offer the same to the holders of the Notes in exchange therefor. To fulfill its obligation, on October 25, 1996 the Company filed a Registration Statement on Form S-4 covering $200,000,000 principal amount of 10 1/2% Senior Subordinated Notes Due February 1, 2007 and containing the terms of the exchange offer. The S-4 was filed under Registration Number 333-14859. The Company anticipates completing the exchange within 45 days after the effectiveness of the S-4 Registration Statement. 3 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 Date November 5, 1996 /s/ Theresa E. Gillespie --------------------- --------------------------------------------- Theresa E. Gillespie, Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----