-----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, NaucAfjJ4f3fj/4H6pSyLPVnD3DrxIqiTvLXyiaUA70HJ0qVMCdKP7RMC5DgAe22 PBYEuM+oJhJ9l5Q2GQlbBA== 0000891020-03-002336.txt : 20030917 0000891020-03-002336.hdr.sgml : 20030917 20030916193508 ACCESSION NUMBER: 0000891020-03-002336 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030917 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 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60167 FILM NUMBER: 03898467 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: AT&T WIRELESS SERVICES INC CENTRAL INDEX KEY: 0001138234 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 911379052 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 7277 164TH AVENUE NE BUILDING 1 CITY: REDMOND STATE: WA ZIP: 98052 BUSINESS PHONE: 4255806000 MAIL ADDRESS: STREET 1: 7277 164TH AVENUE NE STREET 2: BUILDING 1 CITY: REDMOND STATE: WA ZIP: 98052 SC 13D/A 1 v93136a6sc13dza.htm AMENDMENT #6 TO SCHEDULE 13D sc13dza
Table of Contents

OMB APPROVAL
OMB Number: 3235-0145
Expires: December 31, 2005
Estimated average burden
hours per response...11


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 6)*

Dobson Communications Corporation

(Name of Issuer)

Class A Common Stock, $0.001 par value per share

(Title of Class of Securities)

256069105

(Cusip Number)

Benjamin F. Stephens, Esq.
AT&T Wireless Services, Inc.
7277 164th Avenue NE
Redmond, WA 98052
(425) 580-6000
with a copy to:
Eric DeJong, Esq.
Perkins Coie LLP
1201 Third Avenue, 40th Floor
Seattle, Washington 98101
(206) 583-8888

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

August 19, 2003

(Date of Event Which Requires Filing of this Statement)

If 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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 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).

 

Table of Contents

             
CUSIP No. 256069105 Page 2 of 4
  1. Name of Reporting Person:
AT&T Wireless Services, Inc.		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) o  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
Delaware
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
4,508,523
8. Shared Voting Power:
0
9. Sole Dispositive Power:
4,508,523
10.Shared Dispositive Power:
0
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
4,508,523
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
3.9%
  14.Type of Reporting Person (See Instructions):
CO

2

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
SIGNATURE

Table of Contents

     This Amendment No. 6 supplements and amends the statement on Schedule 13D originally filed with the Securities and Exchange Commission (the “Commission”) by AT&T Corp. and AT&T Wireless Services, Inc. (“AWS”) on February 20, 2001 (the “Original Filing”), as such Original Filing was subsequently supplemented and amended by Amendment Nos. 1, 2, 3, 4 and 5 thereto, filed on July 20, 2001, August 2, 2001, January 7, 2003, January 27, 2003 and June 20, 2003 respectively. This Amendment No. 6 is being filed to reflect a decrease in the percentage of Dobson Communications Corporation’s (the “Company”) Class A Common Stock beneficially owned by AWS as a result of the Company’s issuance of additional shares of its Class A Common Stock pursuant to an exchange offer (the “Exchange Offer”) for American Cellular Corporation’s (“American Cellular”) 9-1/2% Senior Subordinated Notes due 2009 (the “American Cellular Notes”).

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

     Item 5, as amended, is hereby amended and supplemented by the addition of the following paragraphs:

     On August 28, 2003, the Company furnished a Form 8-K to the Commission announcing that on August 19, 2003, the Company and American Cellular had consummated the reorganization of American Cellular, pursuant to which American Cellular became a wholly-owned subsidiary of the Company. In connection with the reorganization, American Cellular simultaneously completed the Exchange Offer for the American Cellular Notes. Pursuant to the terms of the Exchange Offer, holders of $681.9 million outstanding principal amount of American Cellular Notes exchanged such American Cellular Notes for an aggregate of $48.7 million in cash, 43.9 million shares of the Company’s Class A Common Stock and 681,900 shares of the Company’s Convertible Preferred Stock. According to the Company’s most recently available filing with the Commission containing the total number of shares of its Class A Common Stock outstanding (Amendment No. 1 to Form S-3), the total number of shares of the Company’s Class A Common Stock outstanding as of August 25, 2003 increased to 111,150,826 shares.

     Reference is made to Rows 7-11 and 13 of the cover page of this Amendment No. 6, which Rows are incorporated by reference herein. On August 19, 2003, after giving effect to the exchange offer, AWS ceased to be the beneficial owner of more than 5% of the Company’s Class A Common Stock. AWS continues to beneficially own 4,508,523 shares of the Company’s Class A Common Stock, which constitutes 3.9% of the shares of the Company’s Class A Common Stock outstanding as of August 25, 2003 according to the Company’s most recently available filing with the Commission by containing the total number of shares of its Class A Common Stock outstanding after giving effect to the Exchange Offer (Amendment No. 1 to Form S-3).

3 of 4 pages

Table of Contents

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.

         
Date: September 16, 2003   AT&T WIRELESS SERVICES, INC.  
         
    By:   /s/ Benjamin F. Stephens
       
        Benjamin F. Stephens, Esq.
Assistant Secretary

4 of 4 pages -----END PRIVACY-ENHANCED MESSAGE-----