-----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, WalsXSQf4gidK6xBBa8E58Wh3Y9K3E/4qBn4wlTU5TA3q3diYJb6r6uTTFJHYvat Ka7Q30hRmraWFCgwIse4Zw== 0000950134-01-509124.txt : 20020412 0000950134-01-509124.hdr.sgml : 20020412 ACCESSION NUMBER: 0000950134-01-509124 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20011130 GROUP MEMBERS: BUDAGHER FAMILY LLC FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BUDAGHER MICHAEL R CENTRAL INDEX KEY: 0001023987 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 12001 STATE HWY 14 NORTH CITY: CEDAR CREST STATE: NM ZIP: 87008 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-61223 FILM NUMBER: 1803126 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/A 1 d92674a1sc13da.txt AMENDMENT NO. 1 TO SCHEDULE 13D -------------------------------- OMB APPROVAL -------------------------------- OMB NUMBER: 3235-0145 Expires: October 31, 2002 Estimated average burden hours per form..............14.9 -------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)* ALAMOSA HOLDINGS, INC. --------------------------------------------------------- (Name of Issuer) COMMON STOCK, $0.01 PAR VALUE --------------------------------------------------------- (Title of Class of Securities) 011589 10 8 --------------------------------------------------------- (CUSIP Number) MICHAEL R. BUDAGHER 3702 HOLLAND AVENUE DALLAS, TEXAS 75219 (214) 498-5777 (505) 332-7338 (FAX) --------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) SEPTEMBER 4, 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). - ----------------------- ----------------- CUSIP No. - 011589 10 8 Page 2 of 9 Pages - ----------------------- ----------------- SCHEDULE 13D 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only) Michael R. Budagher - -------------------------------------------------------------------------------- 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 United States - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER 33,714 SHARES BENEFICIALLY ------------------------------------------- OWNED BY 8 SHARED VOTING POWER 7,084,776 EACH REPORTING ------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER 33,714 WITH ------------------------------------------- 10 SHARED DISPOSITIVE POWER 7,084,776 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,118,490 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.7% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- - ----------------------- ----------------- CUSIP No. - 011589 10 8 Page 3 of 9 Pages - ----------------------- ----------------- SCHEDULE 13D 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only) Budagher Family - -------------------------------------------------------------------------------- 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 Nevada - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER 0 SHARES BENEFICIALLY ------------------------------------------- OWNED BY 8 SHARED VOTING POWER 7,084,776 EACH REPORTING ------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER 0 WITH ------------------------------------------- 10 SHARED DISPOSITIVE POWER 7,084,776 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,084,776 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.7% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------- - ----------------------- ----------------- CUSIP No. - 011589 10 8 Page 4 of 9 Pages - ----------------------- ----------------- This Amendment No. 1 to Schedule 13D (the "Amendment No. 1") amends and restates in its entirety the Schedule 13D filed by Budagher Family, LLC ("Family") and Michael R. Budagher (together with Family, the "Reporting Persons") by furnishing the information set forth below. This Amendment No. 1 relates to the adoption of a trading plan pursuant to a Rule 10b5-1(c) by Michael R. Budagher, as described below under Item 4. 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 the Reporting Persons. Mr. Budagher and his spouse and children own 100% of the membership interests of Family. An agreement among the Reporting Persons with respect to the filing of this statement is attached hereto as Exhibit 1. Mr. Budagher is a United States citizen. The principal occupation of Mr. Budagher is a self-employed investor. Family is a Nevada limited liability company. The principal business activity of Family is asset management. The principal business and office address of each of the Reporting Persons is 3702 Holland Avenue, Dallas, Texas. Mr. Budagher is the sole manager of Family. During the last five years, none of the Reporting Persons has been (1) convicted of any criminal proceeding (excluding traffic violations or similar misdemeanors) or (2) a party to 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. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION On February 14, 2001, Family and a wholly-owned subsidiary acquired 7,284,776 shares of Common Stock of Alamosa as a result of a merger of Alamosa PCS Holdings, Inc., a Delaware corporation ("Alamosa PCS"), with Alamosa. Family and its wholly-owned subsidiary's shares of Alamosa PCS common stock were exchanged for shares of Common Stock of Alamosa at the ratio of 1:1 (the "Merger Shares"). Additionally, Mr. Budagher received an immediately exercisable option to purchase 28,000 shares of Common Stock (the "Option Shares") in exchange for his option to purchase 28,000 shares of Alamosa PCS common stock in the merger. On February 28, 2001, Alamosa granted stock options to members of its Board of Directors pursuant to its stock option plan. As a director of Alamosa, Mr. Budagher received immediately exercisable options to purchase 5,714 shares of Alamosa Common Stock at an exercise price of $10.50 per share, expiring February 27, 2011. - ----------------------- ----------------- CUSIP No. - 011589 10 8 Page 5 of 9 Pages - ----------------------- ----------------- ITEM 4. PURPOSE OF THE TRANSACTION As stated in Item 3 above, the Reporting Persons acquired the Merger Shares and the Option Shares as a result of the merger between Alamosa PCS and Alamosa. The Reporting Persons acquired the Merger Shares, and will hold the Option Shares and the additional shares subject to options, for investment purposes. Depending on market conditions and other factors, the Reporting Persons may acquire additional shares as they deem appropriate, whether in open market purchases, privately negotiated transactions or otherwise. The Reporting Persons 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 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. On September 4, 2001, Mr. Budagher entered into a trading plan (the "Trading Plan") with a third-party broker (the "Broker") pursuant to the provisions of Rule 10b5-1(c) of the Securities Exchange Act of 1934. The Trading Plan provides for the exercise of stock options, the sale of shares obtained pursuant to such exercise, and the sale of other shares held by Mr. Budagher upon the satisfaction of certain pricing and other conditions, in accordance with the terms of Rules 144 and 145 under the Securities Act when applicable. Mr. Budagher has adopted the Trading Plan for diversification and liquidity purposes. Within the requirements of Rule 10b5-1(c), Mr. Budagher may modify the Trading Plan from time to time or terminate the Trading Plan at any time. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER The responses of each Reporting Person to Items 7 through 13 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 share voting and dispositive power of the 7,084,776 shares of Common Stock held by Family solely as a result of the described herein control person relationships. The following transaction occurred within the last 60 days with respect to shares of Common Stock of Alamosa held by the Reporting Persons: On November 13, 2001, the Reporting Persons sold 200,000 shares of Alamosa Common Stock at a price of $14.75 per share before underwriting commissions and discounts, pursuant to the terms of an underwriting agreement entered into with Salomon Smith Barney on behalf of the several underwriters named therein. The transaction was effected pursuant to a registration statement filed by Alamosa pursuant to the Securities Act of 1933. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Except as described in Item 4 above, no Reporting Person is a party to any contract, arrangement, understanding or relationship, legal or otherwise, with respect to any securities of Alamosa. - ----------------------- ----------------- CUSIP No. - 011589 10 8 Page 6 of 9 Pages - ----------------------- ----------------- ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit 1 Joint Filing Agreement, dated as of February 23, 2001, entered into by and between Budagher Family, LLC and Michael R. Budagher. - ----------------------- ----------------- CUSIP No. - 011589 10 8 Page 7 of 9 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: November 29, 2001 BUDAGHER FAMILY, LLC By: /s/ Michael R. Budhager ------------------------------- Michael R. Budagher Manager /s/ Michael R. Budhager ------------------------------- MICHAEL R. BUDAGHER - ----------------------- ----------------- CUSIP No. - 011589 10 8 Page 8 of 9 Pages - ----------------------- ----------------- INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION - -------------- ----------- Exhibit 1 Joint Filing Agreement, dated as of February 23, 2000 entered into by and between Budagher Family, LLC and Michael R. Budagher.
EX-1 3 d92674a1ex1.txt JOINT FILING AGREEMENT - ----------------------- ----------------- CUSIP No. - 011589 10 8 Page 9 of 9 Pages - ----------------------- ----------------- 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 23rd day of February, 2000. BUDAGHER FAMILY, LLC By: /s/ Michael R. Budagher ----------------------------------- Name: Michael R. Budagher Title: Manager MICHAEL R. BUDAGHER /s/ Michael R. Budagher ----------------------------------- Name: Michael R. Budagher -----END PRIVACY-ENHANCED MESSAGE-----