0000950134-01-507843.txt : 20011106 0000950134-01-507843.hdr.sgml : 20011106 ACCESSION NUMBER: 0000950134-01-507843 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20011101 GROUP MEMBERS: SOUTH PLAINS TELEPHONE COOPERATIVE INC FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SOUTH PLAINS ADVANCED COMMUNICATIONS & ELECTRONICS INC CENTRAL INDEX KEY: 0001107134 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 751879769 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 2425 MARSHALL STREET CITY: LUBBOCK STATE: TX ZIP: 79415 BUSINESS PHONE: 8067632301 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: 1934 Act SEC FILE NUMBER: 005-61223 FILM NUMBER: 1773351 BUSINESS ADDRESS: STREET 1: 5225 S LOOP 289 CITY: LUBBOCK STATE: TX ZIP: 79424 BUSINESS PHONE: 8067221100 MAIL ADDRESS: STREET 1: 5225 S LOOP 289 CITY: LUBBOCK STATE: TX ZIP: 79424 SC 13D 1 d91770asc13d.txt SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 ALAMOSA HOLDINGS, INC. -------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, $0.01 PAR VALUE -------------------------------------------------------------------------- (Title of Class of Securities) 011589108 -------------------------------------------------------------------------- (CUSIP Number) SOUTH PLAINS ADVANCED COMMUNICATIONS & ELECTRONICS, INC. ATTN: SCOTTY HART, GENERAL MANAGER 2425 MARSHALL STREET LUBBOCK, TEXAS 79415 (806) 763-2301 (806) 763-2307 (FAX) -------------------------------------------------------------------------- (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) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-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 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). SCHEDULE 13D ---------------------- --------------------- CUSIP No. - 011589108 Page 2 of 7 Pages ---------------------- --------------------- -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only) South Plains Advanced Communications & Electronics, Inc. -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Texas -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 NUMBER OF SHARES ------------------------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER 8,694,732 OWNED BY EACH ------------------------------------------------------------ REPORTING 9 SOLE DISPOSITIVE POWER 0 PERSON WITH ------------------------------------------------------------ 10 SHARED DISPOSITIVE POWER 8,694,732 -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,694,732 -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.5% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO -------------------------------------------------------------------------------- SCHEDULE 13D ---------------------- --------------------- CUSIP No. - 011589108 Page 3 of 7 Pages ---------------------- --------------------- -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only) South Plains Telephone Cooperative, Inc. -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Texas -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 NUMBER OF SHARES ------------------------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER 8,694,732 OWNED BY EACH ------------------------------------------------------------ REPORTING 9 SOLE DISPOSITIVE POWER 0 PERSON WITH ------------------------------------------------------------ 10 SHARED DISPOSITIVE POWER 8,694,732 -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,694,732 -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.5% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO -------------------------------------------------------------------------------- --------------------- Page 4 of 7 Pages --------------------- ITEM 1. SECURITY AND ISSUER This Schedule 13D relates to the common stock, par value $0.01 (the "Common Stock") of Alamosa Holdings, Inc., a Delaware corporation ("Alamosa"). The principal executive offices of Alamosa are located at 5225 S. Loop 289, Lubbock, Texas 79424. ITEM 2. IDENTITY AND BACKGROUND This statement is filed by South Plains Advanced Communications & Electronics, Inc. ("SPACE") and South Plains Telephone Cooperative ("South Plains," and together with SPACE, the "Reporting Persons"). SPACE is a wholly-owned subsidiary of South Plains. An agreement among the Reporting Persons with respect to the filing of this statement is attached hereto as Exhibit 1. SPACE is a Texas corporation. The principal business activities of SPACE are to participate in deregulated telecommunications opportunities. South Plains is a Texas corporation. South Plains provides telephone and telecommunications services as a telephone cooperative. The principal business and office address of each of the Reporting Persons is 2425 Marshall Street, Lubbock, Texas 79415. The name, business address, present principal occupation or employment, and citizenship of each director and executive officer of the Reporting Persons are set forth on Attachment A hereto. Such persons disclaim beneficial ownership of the shares of Common Stock held by the Reporting Persons. During the last five years, none of the Reporting Persons nor, to the best of their knowledge, any of their directors or executive officers, has been (1) convicted of any criminal proceeding (excluding traffic violations or similar misdemeanors) or (2) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. --------------------- Page 5 of 7 Pages --------------------- ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION On February 14, 2001 SPACE acquired 8,769,732 shares of Common Stock of Alamosa as a result of a merger of Alamosa PCS Holdings, Inc., a Delaware Corporation ("Old Alamosa"), with Alamosa. The Reporting Persons' shares of Old Alamosa common stock were exchanged for shares of Common Stock of Alamosa (the "Merger Shares") at the ratio of 1:1. As a result, the Reporting Persons hold the same number of shares in Alamosa as they held in Old Alamosa and prior to the merger. ITEM 4. PURPOSE OF THE TRANSACTION As stated in Item 3 above, the Reporting Persons acquired the Merger Shares as a result of the merger. Depending on market conditions and other factors, the Reporting Persons and the persons listed in Attachment A may acquire additional shares as they deem appropriate, whether in open market purchases, privately negotiated transactions or otherwise. The Reporting Persons and the persons listed in Attachment A also reserve the right to dispose of some or all of their shares in the open market, in privately negotiated transactions to third parties or otherwise. The Reporting Persons, and to the best of their knowledge the persons listed on Attachment A, have no plans or proposals which relate to or would result in any action specified in clauses (a) through (j) of Item 4 of Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER The responses of each Reporting Person to Items 7 through 12 on the cover page of this statement relating to beneficial ownership as well as voting and dispositive power are incorporated herein by reference. The Reporting Persons beneficially own 8,769,732 shares or 9.5% of the outstanding Common Stock of Alamosa in the aggregate. The Reporting Persons indicating group status or shared voting power herein have done so by reason of their parent/subsidiary relationship only, and have no agreement, arrangement, or understanding with regard to shares of Common Stock. The following transactions have occurred within the past 60 days with respect to shares of Common Stock of Alamosa held by the Reporting Persons: (i) On October 4, 2001 SPACE sold 25,000 shares of Common Stock of Alamosa at a price of $15.00 per share and (ii) on October 11, 2001, SPACE sold 50,000 shares of Common Stock of Alamosa at a price of $17.24 per share. Both sales were made by brokers in open market transactions pursuant to a trading plan adopted pursuant to Rule 10b5-1(c) under the Securities Exchange Act of 1934. Additional information is contained on Attachment A. Except as set forth on Attachment A hereto, to the best knowledge of the Reporting Persons, no person identified on Attachment A beneficially owns any shares of Common Stock or has effected any transactions in shares of Common Stock during the preceding 60 days. --------------------- Page 6 of 7 Pages --------------------- ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER No Reporting Person nor, to the best knowledge of the Reporting Persons any person identified on Attachment A, is a party to any other contract, arrangement, understanding or relationship, legal or otherwise, with respect to any securities of Alamosa. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit l Joint Filing Agreement, dated as of February 14, 2001, entered into by and between South Plains Advanced Communications & Electronics, Inc. and South Plains Telephone Cooperative, Inc. --------------------- Page 7 of 7 Pages --------------------- SIGNATURE After reasonable inquiry and to the best of the undersigned's knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: October 31, 2001 SOUTH PLAINS ADVANCED COMMUNICATIONS & ELECTRONICS, INC. By: /s/ Scotty Hart ----------------------------- Scotty Hart General Manager SOUTH PLAINS TELEPHONE COOPERATIVE, INC. By: /s/ Scotty Hart ----------------------------- Scotty Hart General Manager ATTACHMENT A DIRECTORS AND EXECUTIVE OFFICERS OF SOUTH PLAINS ADVANCED COMMUNICATIONS & ELECTRONICS, INC. ("SPACE") AND SOUTH PLAINS TELEPHONE COOPERATIVE, INC. ("SPTC")

PRICE PRESENT BUSINESS PRESENT PRINCIPAL AMOUNT OF DATE PER TYPE OF NAME AND POSITION ADDRESS OCCUPATION SECURITIES(1) ACQUIRED SHARE TRANSACTION PLEDGED ----------------- ---------------- ----------------- ------------- -------- ----- ----------- ------- Scotty Hart, 2425 Marshall St. General 1,300(2,3) 2-14-01 $17.00 (4) No General Manager Lubbock, Texas Manager of of SPACE and 79415 SPACE and SPTC South Plains Gary Harrell, HCO 1, Box 224 Irrigation and 4,000 2-14-01 $17.00 (4) No President of the Plainview, Texas water system Board of Directors 79072 consultant and and Director of SPACE farmer and SPTC Don Mimms, 3376 N. State Farmer 5,125 2-14-01 $17.00 (4) No Vice President of Road, #303 the Board of Levelland, Texas Directors and 79336 Director of SPACE and SPTC Bill Sides, Route 1, Box 210 Farmer 1,300 2-14-01 $17.00 (4) No Secretary and Lubbock, Texas Director of SPACE 79401 and SPTC Dan Houchin, Route 1 Farmer 0 2-14-01 $17.00 (4) No Treasurer and Director Plainview, Texas of SPACE 79072 and SPTC Lonnie Arthur, RR 3, Box 170A Farmer 900 2-14-01 $17.00 (4) No Director of SPACE Floydada, Texas and SPTC 79235 Kenneth Ehler Route 6, Box 707W Farmer 7,000 2-14-01 $17.00 (4) No Director of SPACE Lubbock, Texas and SPTC 79412 Mike Fillingim RR 20, Box 370 Farmer 2,000 2-14-01 $17.00 (4) Yes Director of SPACE Lubbock, Texas and SPTC 79423 Bryan Patterson, Route 1, Box 102 Farmer 650 2-14-01 $17.00 (4) No Director of SPACE Amherst, Texas and SPTC 79312 Steve Smith, Route 6, Box 601 Farmer 2,000 2-14-01 $17.00 (4) No Director of SPACE Lubbock, Texas and SPTC 79423

---------- (1) Each of the share amounts listed below represents less than 0.1% of the outstanding shares of Common Stock. Each person listed below has the sole voting and dispositive power of the shares identified for such person. (2) Includes 1,000 shares held by Mr. Hart and 300 shares held by Lubbock HLH, Ltd., an entity controlled by Mr. Hart. (3) Mr. Hart also has the right to acquire 28,000 shares at a price of $17.00 and 5,714 shares at a price of $10.50 per share, respectively pursuant to options granted under Alamosa's stock option plan. Such options are exercisable immediately and expire on December 9, 2009 and February 27, 2011 respectively. The options to acquire 28,000 shares were received as a result of the merger of Old Alamosa and Alamosa in exchange for an employee stock option to acquire 28,000 shares of Old Alamosa for $17.00 per share. (4) Acquired as Merger Shares. EXHIBITS Exhibit l Joint Filing Agreement, dated as of February 14, 2001, entered into by and between South Plains Advanced Communications & Electronics, Inc. and South Plains Telephone Cooperative, Inc. EX-99.1 3 d91770aex99-1.txt JOINT FILING AGREEMENT DATED FEBRUARY 14, 2001 EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them a Statement on Schedule 13D (including amendments thereto) with regard to the common stock of Alamosa Holdings, Inc., and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, hereby execute this Agreement as of the 14th day of February, 2001. SOUTH PLAINS ADVANCED COMMUNICATIONS & ELECTRONICS, INC. By: /s/ Scotty Hart ----------------------------- Scotty Hart General Manager SOUTH PLAINS TELEPHONE COOPERATIVE, INC. By: /s/ Scotty Hart ----------------------------- Scotty Hart General Manager