-----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, EuOa21ygq1voBLE8fXiGG2/AFxQUtkbUD9SBESRHV060TrzqlftRgaco5mhTTqZq dZAT9YtRbRZo8PiDNfaArA== 0000891020-97-001301.txt : 19971015 0000891020-97-001301.hdr.sgml : 19971015 ACCESSION NUMBER: 0000891020-97-001301 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971014 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: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: SEC FILE NUMBER: 333-14859 FILM NUMBER: 97694966 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 424B3 1 PROS SUPPLEMENT NO. 4 TO PROS DATED MAY 1, 1997 1 Filed pursuant to Rule 424(b)(3) Registration No. 333-14859 PROSPECTUS SUPPLEMENT NO. 4 TO PROSPECTUS DATED MAY 1, 1997 ---------- [LOGO] WESTERN WIRELESS CORPORATION CLASS A COMMON STOCK (NO PAR VALUE PER SHARE) 10 1/2% SENIOR SUBORDINATED NOTES DUE 2006 10 1/2% SENIOR SUBORDINATED NOTES DUE 2007 ---------- SEE "RISK FACTORS" BEGINNING ON PAGE 13 FOR A DISCUSSION OF CERTAIN CONSIDERATIONS RELEVANT TO AN INVESTMENT IN THE CLASS A COMMON STOCK, 10 1/2% SENIOR SUBORDINATED NOTES DUE 2006 OR 10 1/2% SENIOR SUBORDINATED NOTES DUE 2007. The Class A Common Stock is quoted on the Nasdaq National Market under the symbol "WWCA." ---------- EACH OF THE 10 1/2% SENIOR SUBORDINATED NOTES DUE 2006 (THE "2006 NOTES") AND THE 10 1/2% SENIOR SUBORDINATED NOTES DUE 2007 (THE "2007 NOTES," AND, TOGETHER WITH THE 2006 NOTES, THE "SENIOR SUBORDINATED NOTES") ARE SENIOR UNSECURED OBLIGATIONS OF THE COMPANY AND ARE SUBORDINATED IN RIGHT OF PAYMENT TO THE PRIOR PAYMENT IN FULL OF ALL SENIOR INDEBTEDNESS AND SENIOR IN RIGHT OF PAYMENT TO ANY CURRENT OR FUTURE SUBORDINATED INDEBTEDNESS OF THE COMPANY. IN ADDITION, ALL EXISTING AND FUTURE INDEBTEDNESS AND OTHER LIABILITIES OF THE COMPANY'S SUBSIDIARIES WILL BE EFFECTIVELY SENIOR IN RIGHT OF PAYMENT TO THE SENIOR SUBORDINATED NOTES. THE 2006 NOTES AND THE 2007 NOTES RANK PARI PASSU WITH ONE ANOTHER. THE COMPANY HAS NOT ISSUED, AND DOES NOT HAVE ANY FIRM ARRANGEMENT TO ISSUE, ANY SIGNIFICANT INDEBTEDNESS TO WHICH THE SENIOR SUBORDINATED NOTES WOULD BE SENIOR. AT JUNE 30, 1997, SENIOR INDEBTEDNESS AGGREGATED APPROXIMATELY $1,065 MILLION. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ---------- This Prospectus has been prepared for and is to be used by Goldman, Sachs & Co. in connection with offers and sales of the shares of Class A Common Stock, the 10 1/2% Senior Subordinated Notes Due 2006 and the 10 1/2% Senior Subordinated Notes Due 2007 related to market-making transactions, at prevailing market prices, related prices or negotiated prices. The Company will not receive any of the proceeds of such sales. Goldman, Sachs & Co. may act as principal or agent in such transactions. See "Plan of Distribution." GOLDMAN, SACHS & CO. ---------- The date of this Prospectus Supplement is October 14, 1997. 2 This Prospectus Supplement is intended to be read in conjunction with the Prospectus dated May 1, 1997 (the "Prospectus"), as supplemented by Prospectus Supplement No. 1 thereto dated May 9, 1997 ("Prospectus Supplement No. 1"), Prospectus Supplement No. 2 thereto dated June 19, 1997 ("Prospectus Supplement No. 2") and Prospectus Supplement No. 3 thereto dated August 13, 1997 ("Prospectus Supplement No. 3"), with respect to the Class A Common Stock, 10 1/2% Senior Subordinated Notes Due 2006 and 10 1/2% Senior Subordinated Notes Due 2007. Capitalized terms used in this Prospectus Supplement and not otherwise defined herein have the same meanings as in the Prospectus. On May 9, 1997, the Company filed with the Securities and Exchange Commission a report on Form 10-Q, a copy of which is attached to Prospectus Supplement No. 1. On June 19, 1997, the Company filed with the Securities and Exchange Commission a report on Form 8-K, a copy of which is attached to Prospectus Supplement No. 2. On August 13, 1997, the Company filed with the Securities and Exchange Commission a report on Form 10-Q, a copy of which is attached to Prospectus Supplement No. 3. On October 14, 1997, the Company filed with the Securities and Exchange Commission a report on Form 8-K, a copy of which is attached hereto and deemed to be a part hereof. 3 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 14, 1997 ---------------- (Date of Report) Western Wireless Corporation ------------------------------------------------------ (Exact name of registrant as specified in its charter) Washington 0-28160 91-1638901 ---------------------------- --------------------- ------------- (State or other jurisdiction (Commission File No.) (IRS Employer of incorporation) Identification No.) 2001 NW Sammamish Road, Issaquah, Washington 98027 ------------------------------------------------------------ (Address of principal executive offices, including zip code) (425) 313-5200 ---------------------------------------------------- (Registrant's telephone number, including area code) 4 ITEM 5. OTHER EVENTS. On October 14, 1997, Western Wireless Corporation issued the following press release: FOR IMMEDIATE RELEASE FOR FURTHER INFORMATION CONTACT: Ken Prussing, Investor Relations Laura Cheung Susan Sercu, Media Relations Hutchison Whampoa Limited Western Wireless Corporation (852) 2128-1235 (425) 313-5200 fax (852) 2128-1766 ken.prussing@wwireless.com susan.sercu@wwireless.com WESTERN WIRELESS ANNOUNCES GLOBAL ALLIANCE HUTCHISON TELECOM TO INVEST OVER $320 MILLION ISSAQUAH, Wash. (October 14, 1997) -- Western Wireless Corp. (NASDAQ: WWCA), a leading provider of cellular and personal communications services (PCS), announced today that Hutchison Telecommunications Limited (HTL) has agreed to invest approximately $248 million to purchase a 19.9 percent interest in Western PCS Corp., a subsidiary of Western Wireless Corp. In addition, Hutchison will purchase an approximate 5-percent interest in Western Wireless Corp. for approximately $74 million. The investment represents the formation of a global alliance between two prominent wireless communications companies. "Hutchison Whampoa and its group companies, which include HTL in Hong Kong and Orange in the United Kingdom, will be a tremendous partner for our efforts in continuing to expand our PCS business. Western PCS recently surpassed the 100,000 subscriber threshold, demonstrating our success in building our business quickly," said John W. Stanton, chairman and chief executive officer of Western Wireless. "We were the first to launch an auction-awarded system in Honolulu in February 1996. Since that time we have turned up all of the A- and B-block licenses awarded to the company, and we were the first to launch a major C-block license through our Cook Inlet partnership. We anticipate the investment by HTL will allow us to expand our business and accelerate the development of many markets purchased in the most recent auctions." Commenting on the investment, a spokesperson for Hutchison Whampoa Limited (HWL) said, "We are excited about the opportunity to invest in a company of the caliber of Western PCS. This is our first major step into the U.S. telecommunications market. The record of achievement by the Western management team in building and developing PCS systems in the United States is outstanding. To us this means that we are investing in one of the best telecommunications companies in North America. Since one of Hutchison's Hong Kong mobile networks and Orange's United Kingdom network both operate on a GSM (Global Systems for Mobile Communications) platform, there will be excellent opportunities for the development of roaming services with Western PCS' GSM network in the United States. We look forward to being its partner as Western continues to grow its business." 5 Hutchison will purchase newly issued shares representing a 19.9 percent interest in Western PCS Corp. for approximately $248 million. Western PCS Corp. is the holding company for all PCS investments by Western Wireless Corp. in the United States. In addition, Hutchison will purchase newly issued shares representing an approximate 5-percent interest in the common stock of Western Wireless Corp. for approximately $74 million. While both transactions are subject to regulatory approvals, the companies anticipate the investment in Western Wireless will close in the fourth quarter of 1997 and that the investment in Western PCS will close in early 1998. HWL, a conglomerate headquartered in Hong Kong, is engaged in 5 core businesses: telecommunications; property; ports; retailing and manufacturing; and energy and infrastructure. HWL recorded 1996 revenues of $4.743 billion and profits of $1.555 billion. HTL, a subsidiary of HWL, is the largest operator of mobile telephone and paging services in Hong Kong and also operates a fixed network in Hong Kong. HWL owns a 49-percent interest in Orange plc, a fast growing PCS provider in the United Kingdom, which runs the largest independent service provider of mobile communications in both France and Germany. HWL also provides telecommunications services in Singapore, Indonesia, Malaysia, Thailand, India and Austrailia. Based in Issaquah, Wash., Western Wireless Corp. is a leading provider of wireless communications services in the western United States. It currently offers cellular service marketed under the Cellular One(R) name in 15 western states and provides PCS marketed under the VoiceStream(R) Wireless name in seven U.S. metropolitan markets. Western Wireless' PCS network uses the globally dominant GSM technology. In 1997, Western Wireless was granted PCS licenses for 100 new markets through the Federal Communications Commission's D- and E-block auctions, and was granted an additional seven markets in the F-block auction through its partnership with Cook Inlet PCS. As a result, Western Wireless' combined cellular and PCS licenses, along with its investment in Cook Inlet PCS, cover 59 percent of the land in the continental United States plus the Hawaiian Islands. ### 6 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 /s/ Alan R. Bender Date October 14, 1997 _____________________________________ Alan R. Bender, Senior Vice President -----END PRIVACY-ENHANCED MESSAGE-----