-----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, STGlLeTdstkWE4FQ8xEt/O3J5xZFv/HjZFQm48cMHW259L/JTvf9TPQm3lYTWjF9 CAHikzlfRjip+sSZd/JTIg== 0000950134-05-005270.txt : 20050316 0000950134-05-005270.hdr.sgml : 20050316 20050316171641 ACCESSION NUMBER: 0000950134-05-005270 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050316 DATE AS OF CHANGE: 20050316 GROUP MEMBERS: SOUTH PLAINS TELEPHONE COOPERATIVE INC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ALAMOSA HOLDINGS INC CENTRAL INDEX KEY: 0001120102 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 752843707 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: 05686488 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SPACE MGT LTD CENTRAL INDEX KEY: 0001107134 IRS NUMBER: 751879769 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2425 MARSHALL STREET CITY: LUBBOCK STATE: TX ZIP: 79415 BUSINESS PHONE: 8067632301 FORMER COMPANY: FORMER CONFORMED NAME: SOUTH PLAINS ADVANCED COMMUNICATIONS & ELECTRONICS INC DATE OF NAME CHANGE: 20000216 SC 13D/A 1 d23510a3sc13dza.htm AMENDMENT TO SCHEDULE 13D sc13dza
 

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 3)

Alamosa Holdings, Inc.
(Name of Issuer)

Common Stock, par value $.01 per share
(Title of Class of Securities)

011589108
(CUSIP Number)

Space Mgt, Ltd., formerly known as 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)

March 16, 2005
(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).

 

             
CUSIP No. 011589108 Page 2 of 10
  1. Name of Reporting Person:
Space Mgt, Ltd., formerly known as South Plains Advanced Communications & Electronics, 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) þ  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
OO
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
Texas
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
0
8. Shared Voting Power:
8,169,732
9. Sole Dispositive Power:
0
10.Shared Dispositive Power:
8,169,732
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
8,169,732
  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):
5.8%
  14.Type of Reporting Person (See Instructions):
PN

 

             
CUSIP No. 011589108 Page 3 of 10
  1. Name of Reporting Person:
South Plains Telephone Cooperative, 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) þ  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
OO
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
Texas
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
0
8. Shared Voting Power:
8,169,732
9. Sole Dispositive Power:
0
10.Shared Dispositive Power:
8,169,732
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
8,169,732
  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):
5.8%
  14.Type of Reporting Person (See Instructions):
CO

 

      This Amendment No. 3 to Schedule 13D (the “Amendment No. 3”) amends and restates in its entirety the Amendment No. 2 to Schedule 13D filed by South Plains Advanced Communications & Electronics, Inc., now known as Space Mgt, Ltd. (“SPACE”), and South Plains Telephone Cooperative, Inc. (“South Plains,” and together with SPACE, the “Reporting Persons”) by furnishing the information set forth below. This Amendment No. 3 relates to the adoption of a trading plan pursuant to Rule 10b5-1(c) by SPACE, as described below under Item 4.

ITEM 1. SECURITY AND ISSUER

      This Amendment No. 3 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, Suite 120, Lubbock, Texas 79424.

ITEM 2. IDENTITY AND BACKGROUND

      This statement is filed by the Reporting Persons. SPACE is a limited partnership of which SPTC, LLC serves as the 1% general partner (the “General Partner”) and SPTC Operations, Ltd. is the 99% limited partner. SPTC Operations, Ltd. owns 100% of the membership interest of the General Partner. SPTC Holdings, LLC serves as the 1% general partner and South Plains is the 99% limited partner of SPTC Operations, Ltd. South Plains owns 100% of the membership interest of SPTC Holdings, LLC. As a result, SPACE is indirectly wholly owned by South Plains. An agreement among the Reporting Persons with respect to the filing of this statement is attached hereto as Exhibit 1. SPACE, the General Partner, SPTC Operations, Ltd. and SPTC Holdings LLC are collectively referred to as the “SPACE Parties.”

      SPACE is a Texas limited partnership. The principal business activities of SPACE are to participate in deregulated telecommunications opportunities. The General Partner is a Texas limited liability company and its principal business activities are to serve as general partner of SPACE. SPTC Operations, Ltd. is a Texas limited partnership and its principal business activities are owning all of the membership interests of the General Partner and the limited partnership interest in SPACE. SPTC Holdings, LLC is a Texas limited liability company and its principal business activities are serving as the general partner of SPTC Operations, Ltd. 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, the General Partner, SPTC Operations, Ltd. and SPTC Holdings, LLC 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 each of the SPACE Parties are set forth on Attachment A hereto. Such persons disclaim beneficial ownership of the shares of Common Stock held by the SPACE Parties.

4

 

      During the last five years, none of the SPACE Parties nor, to the best of their knowledge, any of the persons listed on Attachment A, 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.

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, as of February 14, 2001, the Reporting Persons held 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 SPACE Parties 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 SPACE Parties 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 SPACE Parties, 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.

      On March 16, 2005, SPACE 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 complies with the requirements of Rule 10b5-1(c) and permits sales to be made through the Broker on or after March 16, 2005 in accordance with the terms of the Securities Act of 1933 and the terms of the Trading Plan. The Trading Plan provides for sales of up to 600,000 of the Merger Shares held by SPACE upon the satisfaction of certain pricing and other conditions. SPACE has adopted the Trading Plan for diversification and liquidity purposes. Within the requirements of Rule 10b5-1(c), SPACE may modify the Trading Plan from time to time or terminate the Trading Plan at any time.

5

 

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

      The responses of SPACE and South Plains to Items 7 through 12 and on the cover page of this statement relating to beneficial ownership as well as voting and dispositive power are incorporated herein by reference. Each of SPACE, which acts through the General Partner, and South Plains beneficially owns 8,169,732 shares, or 5.8% (based on 141,800,000 shares outstanding as of February 25, 2005 as reported in Alamosa’s Annual Report on Form 10-K for the year ended December 31, 2004), of the outstanding Common Stock of Alamosa in the aggregate. The Reporting Persons indicating shared voting power herein have done so by reason of their parent/subsidiary relationship only, and have no agreement, arrangement, or understanding with regarding to shares of Common Stock and do not affirm the existence of a “group” within the meaning of Rule 13d-5 promulgated under the Securities Act of 1933.

      None of the SPACE Parties has engaged in a transaction with respect to shares of Common Stock of Alamosa within the past 60 days.

      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.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

      Except as set forth above, none of the SPACE Parties 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 1  Joint Filing Agreement, dated as of March 15, 2005, entered into by and between Space Mgt, Ltd. and South Plains Telephone Cooperative, Inc.

6

 

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: March 16, 2005
         
  SPACE MGT, LTD.
 		  
  By:   SPTC, LLC, its general partner    
       
       
 
         
     
  By:   /s/ Scotty Hart    
    Scotty Hart   
    General Manager   
 
         
  SOUTH PLAINS TELEPHONE COOPERATIVE, INC.
 		  
  By:   /s/ Scotty Hart    
    Scotty Hart   
    General Manager   
 

7

 

 

ATTACHMENT A

Directors and Executive Officers of
SPTC, LLC (“General Partner”),
SPACE Mgt, Ltd. (“SPACE”),
SPTC Holdings LLC (“Holdings”) and
South Plains Telephone Cooperative, Inc. (“South Plains”)

Note: All individuals listed on this Attachment A are U.S. citizens.

Beneficial Ownership

                     
    Present Business   Present Principal   Amt of    
Name & Position   Address   Occupation   Securities1   Pledged
Scotty Hart
General Manager of
General Partner,
Holdings, South
Plains & SPACE
  2425 Marshall St.
Lubbock, TX 79415 		  General Manager of, General Partner, South Plains Holdings, and SPACE     28,300 2,3     Yes
 
                    
Gary Harrell
President and
Director of South
Plains; President
and Member of Board
of Managers of
Holdings; Member of
Board of Managers
of General Partner
  1161 W. US Hwy 70
Plainview, TX 79072-9223 		  Irrigation & water system consultant and farmer     0     No
 
                    
Don Mimms
Vice President and
Director of South
Plains; Vice
President and
Member of Board of
Managers of
Holdings; President
and Member of Board
of Managers of
General Partner
  3376 N. State Rd. #303
Levelland, TX 79336-9133 		  Farmer     8,325     No
 
                    
Bill Sides
Secretary and
Director of South
Plains; Secretary
and Member of Board
of Managers of
Holdings
  9401 E. FM-40
Lubbock, TX 79403 		  Farmer     1,300     No
 
                    
Dan Houchin
Treasurer and
Director of South
Plains; Treasurer
and Member of Board
of Managers of
Holdings
  1882 CR-BB
Plainview, TX 79072-0539 		  Farmer     0     No
 
                    
Lonnie Arthur
Director of South
Plains; Member of
Board of Managers
of Holdings;
Secretary and
Member of Board of
Managers of General
Partner
  311 CR-165
Ralls, TX 79357 		  Farmer     1,580     No
 
                    
Kenneth Ehler
Director of South
Plains; Member of
Board of Managers
of Holdings and
General Partner
  16818 CR 2540
Lubbock, TX 79423 		  Farmer     9,000     No

8

 

                     
    Present Business   Present Principal   Amt of    
Name & Position   Address   Occupation   Securities1   Pledged
Mike Fillingim
Director of South
Plains; Member of
Board of Managers
of Holdings
  5308 CR 7920
Lubbock, TX 79424 		  Farmer     6,000     No
 
                    
Bryan Patterson
Director of South
Plains; Member of
Board of Managers
of Holdings
  Route 1, Box 102
Amherst, TX 79312 		  Farmer     650     No
 
                    
Steve Smith
Director of South
Plains; Member of
Board of Managers
of Holdings and
General Partner
  4717 FM 41
Lubbock, TX 79423 		  Farmer     2,000     No

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 28,000 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 (1) 28,000 shares at a price of $17.00 per share (expires December 9, 2009), (2) 5,714 shares at a price of $10.50 per share (expires February 27, 2011), (3) 3,670 shares at a price of $3.52 per share (expires February 27, 2012), (4) 1,714 shares at a price of $0.23 per share (expires September 30, 2012), (5) 1,250 shares at a price of $5.84 per share (expires March 31, 2014), (6) 1,250 shares at a price of $7.35 per share (expires June 30, 2014), (7) 1,250 shares at a price of $7.64 per share (expires September 30, 2014), (8) 1,250 shares at a price of $12.47 per share (expires December 31, 2014). All of these options were granted under Alamosa’s stock option plan and are exercisable immediately. 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.

Transactions within the Past 60 Days

                                 
                    Type     Price  
Name   Date of Transaction     Amount of Securities     of Transaction     per Share  
Scotty Hart
     03-01-05       3,000     Sale Market Transaction   $ 12.81  
Scotty Hart
     03-01-05       22,375     Option Exercise and Sale into the Market   $ 12.70  
Scotty Hart
     03-15-05       3,000     Option Exercise and Sale into the Market   $ 12.93  

9

 EX-99.1 2 d23510a3exv99w1.htm JOINT FILING AGREEMENT exv99w1
 

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 16th day of March, 2005.

         
 
   SPACE MGT, LTD.
 
        
 
   By: SPTC, LLC, its general partner
 
        
  By:   /s/ Scotty Hart
       
      Scotty Hart
      General Manager
 
        
 
   SOUTH PLAINS TELEPHONE COOPERATIVE, INC.
 
        
  By:   /s/ Scotty Hart
       
      Scotty Hart
      General Manager

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