SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)(1)
AT&T WIRELESS SERVICES, INC.
(Name of Issuer)
AT&T WIRELESS COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
00209A 10 6
(CUSIP Number)
Jun Tajima
Managing Director-Global Business Department
NTT DoCoMo, Inc.
Sanno Park Tower
11-1, Nagata-cho 2-chome Chiyoda-ku
Tokyo 100-6150 Japan
Telephone: 011-81-3-5156-1111
with a copy to:
Edmund C. Duffy
Nobuhisa Ishizuka
Mitsuhiro Kamiya
Kenton J. King
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
Telephone: (212) 735-3000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 27, 2004
(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 Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7 for other
parties to whom copies are to be sent.
(1) 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 (the "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).
This Amendment No. 5 amends and supplements the Schedule 13D
originally filed with the Securities and Exchange Commission on January 8,
2001 (the "Original Filing"), by Nippon Telegraph and Telephone Corporation, a
corporation organized under the laws of Japan ("NTT"), NTT DoCoMo, Inc., a
corporation organized under the laws of Japan ("DoCoMo") and DCM Capital USA
(UK) Limited, a company organized under the laws of England and Wales ("DCM
Capital"), as such Original Filing was amended and supplemented by Amendment
No. 1 dated January 10, 2001, Amendment No. 2 dated December 31, 2001,
Amendment No. 3 dated February 28, 2002 and Amendment No. 4 dated December 27,
2002 (as amended, the "Schedule 13D"). This Amendment No. 5 is being filed
pursuant to a Joint Filing Agreement dated January 5, 2001, a copy of which is
attached as Exhibit 1 to the Original Filing. Capitalized terms used in this
Amendment No. 5 and not otherwise defined herein have the meanings set forth
in the Schedule 13D, as amended.
Item 1. Security and Issuer.
Item 1 of the Schedule 13D is hereby amended by deleting Item 1 in
its entirety and replacing it with the following:
This statement on Schedule 13D relates to the common stock, par value
$0.01 per share (the "AT&T Wireless Common Stock") of AT&T Wireless
Services, Inc. ("AT&T Wireless" or the "Issuer"). The shares of AT&T
Wireless Common Stock to which this statement on Schedule 13D relates
were issued in exchange for the AT&T Wireless Group tracking stock, a
security of AT&T Corp. ("AT&T") created to provide holders with
financial returns based on the financial performance and economic
value of AT&T's wireless services businesses (the "Tracking Stock").
In connection with the split-off of the Issuer from AT&T on July 9,
2001 (the "Split-Off"), AT&T redeemed all shares of Tracking Stock in
exchange for shares of AT&T Wireless Common Stock on a one-for-one
basis. In addition, AT&T completed a distribution of shares of AT&T
Wireless Common Stock to AT&T shareholders in the form of a stock
dividend. In association with the Split-Off, DoCoMo's warrants in
Tracking Stock were converted into AT&T Wireless Common Stock
warrants. The Split-Off resulted in AT&T Wireless becoming an
independent, publicly traded company.
The principal executive offices of AT&T Wireless are located at 7277
164th Avenue NE, Building 1, Redmond, Washington 98052.
Item 2. Identity and Background.
Item 2 of the Schedule 13D is hereby amended by deleting the clause
"NTT owns approximately 67% of the outstanding voting securities of DoCoMo" in
each of the last sentence of the first paragraph and the first sentence of the
fifth paragraph in its entirety and replacing it with the following sentence:
"NTT owns approximately 61.57% of the outstanding voting securities
of DoCoMo."
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is hereby amended by deleting Item 3 in its
entirety and replacing it with the following:
On January 22, 2001, pursuant to a Securities Purchase Agreement,
DoCoMo purchased for an aggregate of $9,811,079,720, shares of a new
class of AT&T preferred stock, which, upon the completion of the
Split-Off, were automatically converted into shares of Tracking Stock
and redeemed in exchange for 406,255,889 shares of AT&T Wireless
Common Stock, and five-year warrants to purchase the equivalent of an
additional 41,748,273 shares of Tracking Stock at $35 per share,
which, upon the completion of the Split-Off, became exercisable for
AT&T Wireless Common Stock (the "Warrants").
The funds used to consummate the purchase of the AT&T Wireless Common
Stock and the Warrants came from a loan of 1.2 trillion yen from
various lenders as set forth in a loan commitment agreement, dated
January 5, 2001. An English summary of the Japanese language loan
commitment agreement is filed as an exhibit to Amendment No. 1 to the
Schedule 13D and is incorporated by reference herein. Certain
confidential portions have been omitted from the exhibit and are
filed separately with the Securities and Exchange Commission. DoCoMo
has assigned certain of its rights under the Securities Purchase
Agreement and the Warrant Agreement to its wholly-owned subsidiary
DCM Capital.
DoCoMo utilized funds obtained through short term borrowings from
various lenders to acquire on February 15, and February 28, 2002 an
additional 26,734,557 shares of AT&T Wireless Common Stock pursuant
to the exercise of its preemptive rights under the Investor Agreement
as more fully described in Item 5 below. The aggregate purchase price
for such shares was $381,769,474. A summary of such borrowing
arrangements is filed as an exhibit to Amendment No. 3 to the
Schedule 13D and is incorporated by reference herein. Certain
confidential portions have been omitted from the exhibit and are
filed separately with the Securities and Exchange Commission.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended and supplemented by
deleting Item 4 in its entirety and replacing it with the following:
In a memorandum dated January 21, 2004 from Merrill Lynch & Co.
("Merrill Lynch"), DoCoMo was informed that AT&T Wireless desired to
invite DoCoMo to submit a proposal (an "Acquisition Proposal") in
accordance with procedures to be set forth in a letter from Merrill
Lynch to DoCoMo and other interested parties (the "Procedures"), a
draft of which was provided to DoCoMo. The memorandum stated that AT&T
Wireless' invitation to DoCoMo to submit an Acquisition Proposal would
be subject to DoCoMo's agreement to temporarily waive certain of its
rights under Section 3.9 of the Investor Agreement to be notified by
AT&T Wireless of the proposed terms of any Acquisition Proposal
submitted by other parties.
In response to this memorandum, and so as not to foreclose
the opportunity of DoCoMo to submit an Acquisition Proposal to AT&T
Wireless should it decide to do so, DoCoMo entered into a letter
agreement with AT&T Wireless, dated January 27, 2004 (the
"Consultation Waiver Agreement"). Pursuant to the terms of the
Consultation Waiver Agreement, DoCoMo agreed, subject to and
conditioned upon certain agreements and representations of AT&T
Wireless, to a temporary, limited waiver of its consultation rights
under Section 3.9 of the Investor Agreement.
DoCoMo has not made any offer or proposal to acquire AT&T Wireless or
its common stock prior to the date hereof, has made no decision to
submit any Acquisition Proposal and has no obligation to do so in
connection with the process now being undertaken by AT&T Wireless.
However, DoCoMo expects to continue to evaluate on an ongoing basis
AT&T Wireless' financial condition, business, operations and
prospects, the market price of AT&T Wireless' stock, conditions in
the securities markets generally, general economic and industry
conditions and other factors, and reserves the right, on the basis of
such evaluations, and without further amendment to this Schedule 13D,
to submit an Acquisition Proposal to AT&T Wireless.
The foregoing description of the Consultation Waiver Agreement is
qualified in its entirety by reference to the full text of the
agreement, which is incorporated by reference herein and a copy of
which is filed as Exhibit 8 to this Amendment No. 5.
Item 5. Interest in Securities of the Issuer
Item 5(a) of the Schedule 13D is hereby amended by deleting Item
5(a) in its entirety and replacing it with the following:
As of the date hereof, DCM Capital directly beneficially owns
432,990,446 shares of AT&T Wireless Common Stock and the Warrants to
purchase an additional 41,748,273 shares of AT&T Wireless Common
Stock, which represents approximately 17% of the Issuer's securities,
based on 2,714,479,448 shares of AT&T Wireless Common Stock
outstanding as of October 31, 2003, plus 41,748,273 shares of AT&T
Wireless Common Stock issuable upon exercise of the Warrants. DoCoMo
indirectly beneficially owns (by virtue of its 100% ownership
interest in DCM Capital) and NTT indirectly beneficially owns (by
virtue of its 61.57% ownership interest in DoCoMo) 432,990,446 shares
of AT&T Wireless Common Stock and the Warrants to purchase an
additional 41,748,273 shares of AT&T Wireless Common Stock, which
represents approximately 17% of the Issuer's securities, based on
2,714,479,448 shares of AT&T Wireless Common Stock outstanding as of
October 31, 2003, plus 41,748,273 shares of AT&T Wireless Common
Stock issuable upon exercise of the Warrants.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Item 6 of the Schedule 13D is hereby amended and supplemented by adding
the following immediately following the ninth full paragraph entitled
"Consultation on Certain Transactions":
On January 27, 2004, DoCoMo entered into the Consultation Waiver
Agreement, pursuant to which DoCoMo agreed, subject to and conditioned
upon certain agreements and representations of AT&T Wireless, to a
temporary, limited waiver of certain of its consultation rights under
Section 3.9 of the Investor Agreement to be notified by AT&T Wireless
of the proposed terms of any Acquisition Proposal submitted by other
parties for the period from January 27, 2004 through the earliest to
occur of the execution by AT&T Wireless of a definitive agreement with
respect to an Acquisition Proposal, the determination by the board of
directors of AT&T Wireless to terminate the process contemplated by
the Procedures, and the earlier to occur of 60 days following the date
set for the submission of final proposals in accordance with the
Procedures and April 15, 2004. The foregoing description of the
Consultation Waiver Agreement is qualified in its entirety by
reference to the full text of the agreement, which is incorporated by
reference herein and a copy of which is filed as Exhibit 8 to this
Amendment No. 5.
Item 7. Material to be Filed as Exhibits.
Item 7 of the Schedule 13D is hereby amended and supplemented
by adding the following exhibit:
Exhibit No. Exhibit Name
----------- ------------
8 Letter Agreement, dated as of January 27, 2004, by and
between NTT DoCoMo, Inc. and AT&T Wireless Services, Inc.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: January 27, 2004 NTT DOCOMO, INC.
By: /s/ Shirou Tsuda
----------------------------------
Name: Shirou Tsuda
Title: Senior Executive Vice President
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: January 27, 2004 NIPPON TELEGRAPH AND TELEPHONE
CORPORATION
By: /s/ Hiroo Unoura
------------------------------
Name: Hiroo Unoura
Title: Senior Vice President
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: January 27, 2004 DCM CAPITAL USA (UK) LIMITED
By: /s/ Masuo Umezu
------------------------------
Name: Masuo Umezu
Title: Director
EXHIBIT INDEX
Exhibit No. Exhibit Name
----------- ------------
8 Letter Agreement, dated as of January 27, 2004, by and
between NTT DoCoMo, Inc. and AT&T Wireless Services, Inc.