3 1 f02-09_09f3.txt DOBSON COMMUNICATIONS CORPORATION FORM 3 FORM 3 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940 ------------------------------------------------------------- 1. Name and Address of Reporting Person* Lehman Brothers Holdings Inc. (Last) (First) (Middle) 745 Seventh Avenue (Street) New York, New York 10019 (City) (State) (Zip) ------------------------------------------------------------- 2. Date of Event Requiring Statement (Month/Day/Year) 08/28/2002 ------------------------------------------------------------- 3. IRS Identification Number of Reporting Person, if an Entity (Voluntary) 13-3216325 ------------------------------------------------------------- 4. Issuer Name and Ticker or Trading Symbol Dobson Communications Corporation ------------------------------------------------------------- 5. Relationship of Reporting Person to Issuer (Check all applicable) [_] Director [X] 10% Owner [_] Officer (give title below) [_] Other (specify below) ------------------------------------------------------------- 6. If Amendment, Date of Original (Month/Day/Year) ------------------------------------------------------------- 7. Individual or Joint/Group Filing (Check Applicable Line) [ ] Form Filed by One Reporting Person [X] Form Filed by More than One Reporting Person ------------------------------------------------------------- Page 1 FORM 3 (continued) Table I -- Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities 3. Ownership 4. Nature of Indirect Beneficially Owned Form: Direct BeneficialOwnership (Instr. 4) (D) or Indirect (Instr. 5) (I) (Instr. 5) Class A Common Stock 1,931,389 I (1)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the Form is filed by more than one Reporting Person, see Instruction 5(b)(v). Page 2 FORM 3 (continued) Table II -- Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security 2. Date Exer- 3. Title and Amount of Securities 4. Conver- 5. Owner- 6. Nature of (Instr. 4) cisable and Underlying Derivative Security sion or ship Indirect Expiration (Instr. 4) Exercise Form of Beneficial Date Price of Deriv- Ownership Deri- ative (Instr. 5) (Month/Day/Year) vative Security: Security Direct (D) or Indirect (I) (Instr.5) Date Expira- Title Amount Exer- tion or cisable Date Number of Shares Options 8/28/ 2/28/ Class A 2,000,000 $4.00 (2) I (1) 2002 2005 Common Stock
Explanation of Responses: (1) This form is a joint filing with the following affiliates of the Reporting Person: Lehman Brothers Inc., a Delaware corporation ("LBI") LB I Group Inc., a Delaware corporation ("LB I Group") Under the rules and regulations of the Securities and Exchange Commission, Holdings may be deemed to be the beneficial owner of the shares of Class A Common Stock owned by LBI and LB I Group and the options owned by LB I Group. LBI, a Broker/Dealer registered under Section 15 of the 1934 Act is a wholly-owned subsidiary of Holdings and is the actual owner of 8,312 shares of Class A Common Stock reported herein. Page 3 Under the rules and regulations of the Securities and Exchange Commission, LBI may be deemed to be the beneficial owner of the shares of Class A Common Stock and options owned by LB I Group. LB I Group, a wholly-owned subsidiary of LBI is the actual owner of 1,923,077 shares of Class A Common Stock and the options for 2,000,000 shares of Class A Common Stock reported herein. (2) Subject to adjustment in the event of certain dilutive actions by the Issuer. /s/ Barrett S. DiPaolo 9/9/2002 **Signature of Reporting Person Date ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). Note: File three copies of this Form, one of which must be manually signed. If space provided is insufficient, see Instruction 6 for procedure. Page 4 JOINT FILER INFORMATION Title of Security: Class A Common Stock Issuer & Ticker Symbol: Dobson Communications Corporation Designated Filer: Lehman Brothers Holdings Inc. Other Joint Filer(s): Lehman Brothers Inc. 745 Seventh Avenue New York, New York 10019 EIN# 13-2518466 LB I Group Inc. 745 Seventh Avenue New York, New York 10019 EIN# 13-2741778 Date of Event Requiring Statement: August 28, 2002 Signature on behalf of other above filer(s): /s/ Barrett S. DiPaolo Barrett S. DiPaolo Vice President and Authorized Signatory Page 5