-----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, ReNMKL9DK2+AreOdhHl2IASw1oZtUKPhO6UC9OArJkRrSAo0FQt2L0OYmzYvv/M4 BXBg0A6xzvpq0AbS7Li/Fg== 0000038777-97-000280.txt : 19970611 0000038777-97-000280.hdr.sgml : 19970611 ACCESSION NUMBER: 0000038777-97-000280 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970610 SROS: NASD GROUP MEMBERS: CHARLES B. JOHNSON GROUP MEMBERS: FRANKLIN ADVISERS, INC. GROUP MEMBERS: FRANKLIN RESOURCES INC GROUP MEMBERS: FRANKLIN RESOURCES, INC. GROUP MEMBERS: RUPERT H. JOHNSON, JR. SUBJECT COMPANY: 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: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46011 FILM NUMBER: 97621576 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FRANKLIN RESOURCES INC CENTRAL INDEX KEY: 0000038777 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] IRS NUMBER: 132670991 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 901 MARINERS ISLAND BLVD STREET 2: 6TH FLOOR CITY: SAN MATEO STATE: CA ZIP: 94404 BUSINESS PHONE: 4153126505 MAIL ADDRESS: STREET 1: FRANKLIN RESOURCES INC STREET 2: 901 MARINERS ISLAND BLVD 6TH FLOOR CITY: SAN MATEO STATE: CA ZIP: 94404 SC 13G/A 1 CUSIP NO. 95988E204 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) Western Wireless Corporation (Name of Issuer) Common - Class A (Title of Class of Securities) 95988E204 (CUSIP Number) *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 the disclosures provided in a prior cover page. The information required in 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). 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Franklin Resources, Inc. 13-2670991 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) X 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER (See Item 4) 6. SHARED VOTING POWER (See Item 4) 7. SOLE DISPOSITIVE POWER (See Item 4) 8. SHARED DISPOSITIVE POWER (See Item 4) 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,070,900 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 13.9% 12. TYPE OF REPORTING PERSON HC (See Item 4) 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Charles B. Johnson ###-##-#### 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) X 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION USA NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER (See Item 4) 6. SHARED VOTING POWER (See Item 4) 7. SOLE DISPOSITIVE POWER (See Item 4) 8. SHARED DISPOSITIVE POWER (See Item 4) 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,070,900 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 13.9% 12. TYPE OF REPORTING PERSON HC (See Item 4) 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Rupert H. Johnson, Jr. ###-##-#### 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) X 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION USA NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER (See Item 4) 6. SHARED VOTING POWER (See Item 4) 7. SOLE DISPOSITIVE POWER (See Item 4) 8. SHARED DISPOSITIVE POWER (See Item 4) 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,070,900 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 13.9% 12. TYPE OF REPORTING PERSON HC (See Item 4) 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Franklin Advisers, Inc. 94-2990534 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) X 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION California NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 2,070,900 (See Item 4) 6. SHARED VOTING POWER (See Item 4) 7. SOLE DISPOSITIVE POWER 2,070,900 (See Item 4) 8. SHARED DISPOSITIVE POWER (See Item 4) 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,070,900 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 13.9% 12. TYPE OF REPORTING PERSON IA Item 1. (a) Name of Issuer: Western Wireless Corporation (b) Address of Issuer's Principal Executive Offices: 2001 N.W. Sammamish Road Issaquah, WA 98027 Item 2. (a) Name of Person Filing: (i) Franklin Resources, Inc. (ii) Charles B. Johnson (iii) Rupert H. Johnson, Jr. (iv) Franklin Advisers, Inc. (b) Address of Principal Business Office: (i), (ii), (iii), and (iv): 777 Mariners Island Blvd. San Mateo, CA 94404 (c) Place of Organization or Citizenship: (i): Delaware (ii) and (iii): USA (iv): California (d) Title of Class of Securities: Common - Class A (e) CUSIP Number: 95988E204 Item 3. The persons filing this Schedule 13G are: (i) Franklin Resources, Inc. (g) Parent Holding Company (ii) Charles B. Johnson (g) Principal Shareholder of Parent Holding Company (iii)Rupert H. Johnson, Jr. (g) Principal Shareholder of Parent Holding Company (iv) Franklin Advisers, Inc. (e) Investment Adviser Item 4. Ownership The securities reported on herein are beneficially owned by one or more open or closed-end investment companies or other managed accounts which are advised by direct and indirect investment advisory subsidiaries (the "Adviser Subsidiaries") of Franklin Resources, Inc. ("FRI"). Such advisory contracts grant to such Adviser Subsidiaries all investment and/or voting power over the securities owned by such advisory clients. Therefore, such Adviser Subsidiaries may be deemed to be, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, the beneficial owner of the securities covered by this statement. Charles B. Johnson and Rupert H. Johnson, Jr. (the "Principal Shareholders") each own in excess of 10% of the outstanding Common Stock of FRI and are the principal shareholders of FRI. FRI and the Principal Shareholders may be deemed to be, for purposes of Rule 13d-3 under the 1934 Act, the beneficial owner of securities held by persons and entities advised by FRI or its subsidiaries. FRI, the Principal Shareholders and each of the Adviser Subsidiaries disclaim any economic interest or beneficial ownership in any of the securities covered by this statement. FRI, the Principal Shareholders, and each of the Adviser Subsidiaries are of the view that they are not acting as a "group" for purposes of Section 13(d) under the 1934 Act and that they are not otherwise required to attribute to each other the "beneficial ownership" of securities held by any of them or by any persons or entities advised by FRI or its subsidiaries. (a) Amount Beneficially Owned: 2,070,900 (b) Percent of Class: 13.9% (c) Number of Shares as to which such person has: (i) Sole power to vote or to direct the vote Franklin Resources, Inc.: 0 Charles B. Johnson: 0 Rupert H. Johnson, Jr.: 0 Franklin Advisers, Inc.: 2,070,900 (ii) Shared power to vote or to direct the vote (iii) Sole power to dispose or to direct the disposition of Franklin Resources, Inc.: 0 Charles B. Johnson: 0 Rupert H. Johnson, Jr.: 0 Franklin Advisers, Inc.: 2,070,900 (iv) Shared power to dispose or to direct the disposition of Item 5. Ownership of Five Percent or Less of a Class If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]. Not Applicable Item 6. Ownership of More than Five Percent on Behalf of Another Person The clients of the Adviser Subsidiaries have the right to receive dividends and proceeds of the sale of the securities reported on in this statement. Franklin Small Cap Growth Fund, a series of Franklin Strategic Series, a company registered under the Investment Company Act of 1940, has an interest in more than 5% of the class of securities reported on herein. One or more other series of investment companies registered with the SEC or other managed accounts have the right to receive dividends from and the proceeds from the sale of such securities. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company Franklin Advisers, Inc. 3(e) Item 8. Identification and Classification of Members of the Group Not Applicable Item 9. Notice of Dissolution of Group Not Applicable Item 10. Certification By signing below, we certify that, to the best of our knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. This report shall not be construed as an admission by the persons filing the report that they are the beneficial owner of any securities covered by this report. After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. June 9, 1997 S\CHARLES B. JOHNSON S\DEBORAH R. GATZEK S\DEBORAH R. GATZEK Deborah R. Gatzek By: Deborah R. Gatzek Franklin Resources, Inc. Attorney in Fact pursuant to Senior Vice President Power of Attorney for & Assistant Secretary Charles B. Johnson as attached to this Schedule 13G S\RUPERT H. JOHNSON, JR. S\DEBORAH R. GATZEK By: Deborah R. Gatzek Attorney in Fact pursuant to Power of Attorney for Rupert H. Johnson, Jr. as attached to this Schedule 13G S\DEBORAH R. GATZEK Deborah R. Gatzek Franklin Advisers, Inc. Vice President & Assistant Secretary POWER OF ATTORNEY CHARLES B. JOHNSON hereby appoints DEBORAH R. GATZEK his true and lawful attorney-in-fact and agent to execute and file with the Securities and Exchange Commission any Schedule 13G, any amendments thereto or any related documentation which may be required to be filed in his individual capacity as a result of his position as an officer, director or shareholder of Franklin Resources, Inc. and, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing which he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, may lawfully do or cause to be done by virtue hereof. S\CHARLES B. JOHNSON POWER OF ATTORNEY RUPERT H. JOHNSON, JR. hereby appoints DEBORAH R. GATZEK his true and lawful attorney-in-fact and agent to execute and file with the Securities and Exchange Commission any Schedule 13G, any amendments thereto or any related documentation which may be required to be filed in his individual capacity as a result of his position as an officer, director or shareholder of Franklin Resources, Inc. and, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing which he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, may lawfully do or cause to be done by virtue hereof. S\RUPERT H. JOHNSON, JR. JOINT FILING AGREEMENT In accordance with Rule 13d-1 (f)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agrees to the joint filing with each other of the attached statement on Schedule 13G and to all amendments to such statement and that such statement and all amendments to such statement is made on behalf of each of them. IN WITNESS WHEREOF, the undersigned hereby execute this agreement on June 9, 1997. S\CHARLES B. JOHNSON S\DEBORAH R. GATZEK S\DEBORAH R. GATZEK Deborah R. Gatzek By: Deborah R. Gatzek Franklin Resources, Inc. Attorney in Fact pursuant to Senior Vice President Power of Attorney for & Assistant Secretary Charles B. Johnson as attached to this Schedule 13G S\RUPERT H. JOHNSON, JR. S\DEBORAH R. GATZEK By: Deborah R. Gatzek Attorney in Fact pursuant to Power of Attorney for Rupert H. Johnson, Jr. as attached to this Schedule 13G S\DEBORAH R. GATZEK Deborah R. Gatzek Franklin Advisers, Inc. Vice President & Assistant Secretary -----END PRIVACY-ENHANCED MESSAGE-----