FORM 8-A/A
AMENDMENT NO. 2
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
AT&T WIRELESS SERVICES, INC.
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(Exact Name of Registrant as Specified in its Charter)
DELAWARE 91-1379052
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
7277 164TH AVENUE NE, BUILDING 1 98052
REDMOND, WASHINGTON (Zip Code)
(Address of principal executive offices)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
NAME OF EACH EXCHANGE ON WHICH
TITLE OF EACH CLASS TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
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COMMON STOCK, PAR VALUE $.01 PER SHARE NEW YORK STOCK EXCHANGE
PREFERRED SHARE PURCHASE RIGHTS NEW YORK STOCK EXCHANGE
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A. (c), please check the following box: [X]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A. (d), please check the following box: [ ]
Securities Act registration statement file number to which this form relates:
333-59174 (If applicable)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
NONE
TITLE OF EACH CLASS
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The undersigned Registrant hereby amends its registration statement on Form
8-A filed with the Securities and Exchange Commission on June 26, 2001, as
amended by Amendment No. 1 filed on Form 8-A/A filed with the Securities and
Exchange Commission on October 17, 2002 (as so amended, the "Registration
Statement"), as follows:
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Item 1 to the Registration Statement is hereby amended by adding the
following to the last paragraph of such Item:
AMENDMENT
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On February 17, 2004, AT&T Wireless Services, Inc. (the "Company"),
Cingular Wireless Corporation ("Cingular"), Cingular Wireless LLC, Links I
Corporation ("Merger Sub"), SBC Communications Inc. and Bellsouth Corporation
entered into an Agreement and Plan of Merger (the "Merger Agreement"). The
Merger Agreement provides for the merger of Merger Sub, which is a wholly owned
subsidiary of Cingular, with and into the Company, with the Company surviving
the merger as a wholly owned subsidiary of Cingular. In connection with the
Merger Agreement, the Company and Mellon Investor Services LLC entered into an
amendment, dated as of February 17, 2004 (the "Rights Amendment"), to the
Amended and Restated Rights Agreement, dated as of September 1, 2002 (as
amended, the "Rights Agreement"). The effect of the Rights Amendment is to
permit the transactions contemplated by the Merger Agreement to occur without
triggering any distribution or adverse event under the Rights Agreement. In
particular, neither Cingular, Merger Sub, the other parties to the Merger
Agreement, nor any of their affiliates or associates shall be deemed to be
Acquiring Persons (as defined in the Rights Agreement) by virtue of the
approval, execution, delivery or performance of the Merger Agreement or
consummation of the transactions contemplated thereby.
The foregoing description of the Rights Amendment is qualified in its
entirety by reference to the full text of the Rights Amendment, which is
attached hereto as Exhibit 5.1 and is incorporated herein by reference.
ITEM 2. EXHIBITS.
5.1 Amendment, dated as of February 17, 2004, to the Amended and Restated
Preferred Stock Purchase Rights Agreement, dated as of September 1,
2002, between AT&T Wireless Services, Inc. and Mellon Investor
Services LLC, as rights agent.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
AT&T WIRELESS SERVICES, INC.
Dated: February 20, 2004 By: /S/ Benjamin F. Stephens
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Name: Benjamin F. Stephens
Title: Senior Corporate Counsel
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EXHIBIT INDEX
5.1 Amendment, dated as of February 17, 2004, to the Amended and Restated
Preferred Stock Purchase Rights Agreement, dated as of September 1,
2002, between AT&T Wireless Services, Inc. and Mellon Investor
Services LLC, as rights agent.
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