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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D*
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(A)
Dobson Communications Corporation
(Name of Issuer)
Class A Common Stock, $0.001 par value per share
(Title of Class of Securities)
256069105
(CUSIP Number)
Marilyn J. Wasser, Esq.
Vice President - Law and Secretary
AT&T Corp.
295 North Maple Avenue
Basking Ridge, NJ 07920
(908) 221-2000
with a copy to:
Matthew S. Haiken, Esq.
Friedman Kaplan Seiler & Adelman LLP
875 3rd Avenue
New York, New York 10022
(212) 833-1100
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 8, 2001
(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.
* 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).
(Continued on following pages)
Page 1 of 14 Pages
SCHEDULE 13D
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CUSIP No. 256069105 Page 2 of 8 Pages
------------------- ---------------------
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
AT&T Corp.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [X]
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3 SEC USE ONLY [_]
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4 SOURCE OF FUNDS (See Instructions) AF
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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NUMBER OF 7 SOLE VOTING POWER
12,388,523
SHARES ------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
0
OWNED BY ------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
12,388,,523
REPORTING ------------------------------------------------------------
SHARED DISPOSITIVE POWER
PERSON WITH 10 0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,388,523
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.9
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
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CUSIP No. 256069105 Page 3 of 8 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
AT&T Wireless Services, Inc.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY [_]
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions) WC
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
12,388,523
SHARES ------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
0
OWNED BY ------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
12,388,523
REPORTING ------------------------------------------------------------
SHARED DISPOSITIVE POWER
PERSON WITH 10 0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,388,523
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.9
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
----------- --------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D (this "Schedule 13D") relates to the Class A
Common Stock, par value $0.001 per share ("Class A Common Stock"), of Dobson
Communications Corporation, an Oklahoma corporation ("Dobson", or, the
"Issuer"). The Issuer's principal executive office address is: Dobson
Communications Corporation, 13439 N. Broadway Extension, Suite 200, Oklahoma
City, OK 73114.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(c), (f) The name and state of formation of each reporting person
hereto (each, a "Reporting Person") is herein incorporated by reference to the
responses to Items 1 and 6 on the cover page provided for each respective
Reporting Person. The address and principal business or occupation, as
applicable, of each Reporting Person and the name, address, state of formation
or citizenship and principal business or occupation, as applicable, of each
general partner, manager, member, director or officer of each Reporting Person
not disclosed on the cover page as a Reporting Person (each, a "Disclosed Party"
and collectively, the "Disclosed Parties") is set forth on Schedules 1-A and 1-B
hereto. Unless otherwise disclosed, each such person that is an individual is,
to AT&T's knowledge, a citizen of the United States.
AT&T Corp. ("AT&T") is among the world's communications leaders, providing
voice, data and video telecommunications services to large and small businesses,
consumers and government entities. AT&T and its subsidiaries furnish regional,
domestic, international, local and Internet communication transmission services,
including cellular telephone and other wireless services, and cable television
services. The principal executive offices of AT&T are located at 32 Avenue of
the Americas, New York, New York 10013-2412. The principal executive offices of
AT&T Wireless Services, Inc. ("AT&T Wireless") are located at 7277 164th Avenue
N.E., Redmond, Washington 98052.
(d)-(e) During the last five years, no Reporting Person or, to the
knowledge of any Reporting Person, any Disclosed Party related to such Reporting
Person, has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or has been 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.
The information set forth in Item 4 of the cover page of each Reporting
Person to this Schedule 13D and the information set forth in Item 4 of this
Schedule 13D are hereby incorporated by reference herein.
ITEM 4. PURPOSE OF TRANSACTION.
Pursuant to the Stock Purchase Agreement, dated as of April 13, 1999, among
J.W. Childs Equity Funding II, Inc. ("J.W. Childs"), Dobson Communications
Corporation and AT&T Wireless, on September 17, 1999 AT&T Wireless purchased
(the "Original Purchase") from J.W. Childs 15,472.4 shares of Class D
Convertible Preferred Stock, par value $1.00 per
Page 4 of 14 Pages
share ("Series D Preferred Stock"), and (following application of a make-whole
provision) 3,878.14 shares of Class A Common Stock, par value $1.00 per share
(the "pre-IPO Class A Common"). The aggregate purchase price for the Series D
Preferred Stock and the the pre-IPO Class A Common was $22,128,595.21.
Following the Original Purchase, certain stockholders of Dobson, pursuant
to the Clawback Agreement (the "Clawback Agreement"), dated as of February 4,
2000, among Dobson and the stockholders of Dobson specified therein, exercised
their right to acquire (the "Clawback") from AT&T Wireless 35% of the shares of
Series D Preferred Stock AT&T Wireless acquired from Dobson pursuant to the
Original Purchase. In accordance with the terms of the Clawback Agreement and
the Agreement and Plan of Recapitalization (the "Recapitalization Agreement"),
dated as January 31, 2000, among Dobson and the other stockholders of Dobson
specified therein, and prior to the consummation of the Clawback, each share of
Series D Preferred Stock owned by AWS was converted into one share of pre-IPO
Class A Common Stock and one share of Class E Preferred Stock of Dobson (the
"Class E Preferred"). Consequently, immediately prior to the Clawback AT&T
Wireless owned 19,350.54 shares of pre-IPO Class A Common and 15,472.4 shares of
Class E Preferred.
Simultaneously with the consummation of the Clawback and in accordance with
the terms of the Recapitalization Agreement, Dobson redeemed the 15,472.4 shares
of Class E Preferred held by AT&T Wireless in consideration of additional shares
of pre-IPO Class A Common. Following the consummation of the Clawback and the
foregoing redemption, AT&T Wireless owned 26,996.82 shares of pre-IPO Class A
Common. Pursuant to the Recapitalization Agreement, such shares of pre-IPO Class
A Common were converted into shares of Class B Common Stock (defined in Item 5
below) of Dobson on a 111.44 to 1 basis, leaving AT&T Wireless with 3,008,525.6
shares of Class B Common Stock and no shares of pre-IPO Class A Common or Class
E Preferred.
Pursuant to the terms of the Stock Purchase Agreement, dated as of February
4, 2000, on February 8, 2000 AT&T Wireless acquired 1,500,000 shares of Class A
Common Stock for an aggregate purchase price of $31,102,500.
Pursuant to the terms of the Stock Purchase Agreement, dated as of November
6, 2000, between Dobson and AT&T Wireless (as such agreement was amended
pursuant to Amendment No. 1 to Stock Purchase Agreement, dated as of February 8,
2001, between such same parties, the "Purchase Agreement"), on February 8, 2001,
AT&T Wireless purchased from Dobson 200,000 shares of Dobson's Series AA
Preferred Stock (the "Series AA Preferred"). The consideration for the foregoing
purchase was $200 million, which equals the aggregate liquidation preference for
such shares. The Purchase Agreement, attached hereto as Exhibit 4.1, is
incorporated herein by reference.
Pursuant to the terms of the Purchase Agreement and the Exchange Agreement
(the "Exchange Agreement"), dated as of February 8, 2001, between Dobson and
AT&T Wireless, the Series AA Preferred must be exchanged, on a one-for-one
basis, for shares of Series A Convertible Preferred Stock of Dobson (the "Series
A Convertible") as soon as AT&T Wireless may lawfully own Series A Convertible
without creating an FCC Conflict with respect to the Oklahoma 5 RSA cellular
market ("OK-5"). As used herein, "FCC Conflict with respect to OK-5" refers to
the FCC's prohibition on a commercial mobile radio service operator such as AT&T
Wireless having an attributable interest in both the A block and B block
cellular systems
Page 5 of 14 Pages
in the same market (in this case, OK-5). AT&T Wireless, which owns the A block
cellular system in OK-5, would have an attributable interest in the B block
cellular system in OK-5 which is owned by Dobson, if AT&T Wireless owned 5% or
more of the equity of Dobson. Thus, the Series AA Preferred (which has the
characteristics of and is treated as debt) is only exchangeable into Series A
Preferred (which is convertible into Class A Common Stock) after AT&T Wireless
has disposed of the cellular system it owns in OK-5. Despite this condition,
however, AT&T Wireless is still deemed under Securities and Exchange Commission
regulations to beneficially own the Class A Common Stock ultimately underlying
the Series AA Preferred because it is possible for AT&T Wireless to eliminate
the FCC Conflict with respect to OK-5 within 60 days of the date of the
acquisition of the Series AA Preferred.
Each share of Series A Convertible is convertible into 39.4 shares of Class
A Common Stock of Dobson.
The Exchange Agreement, attached hereto as Exhibit 4.2, is incorporated
herein by reference.
The information set forth in Item 6 of this Schedule 13D is hereby
incorporated by reference herein.
The Reporting Persons intend to review their holdings in the Issuer on a
continuing basis. As part of this ongoing review, the Reporting Persons have
engaged, and may in the future engage, legal and financial advisors to assist
them in such review and in evaluating strategic alternatives that are or may
become available with respect to their holdings in the Issuer. The Reporting
Persons have also engaged in exploratory discussions with certain executives and
stockholders of the Issuer regarding potential transactions between the Issuer
and the Reporting Persons.
In that connection, and depending upon, among other things, current and
anticipated future trading prices for the Class A Common Stock, the financial
condition, results of operations and prospects of the Issuer and its businesses,
general economic, market and industry conditions, and the Reporting Persons'
overall investment portfolio, strategic objectives and financial condition, the
Reporting Persons may from time to time consider a number of possible strategies
for enhancing the value of their investment in the Issuer, or other
extraordinary matters relating to the Issuer, including, among other things:
continued ownership of shares of Class A Common Stock and other classes of stock
currently beneficially owned by the Reporting Persons; acquiring additional
securities of the Issuer in the open market, in privately negotiated
transactions or otherwise; effecting a structured financing or monetization
using shares of Class A Common Stock and/or other classes of stock beneficially
owned by the Reporting Persons; facilitating a structured financing or
monetization of shares of Class A Common Stock and/or other classes of stock
beneficially owned by other stockholders of the Issuer for the purpose of
transferring the economic and voting rights to the Reporting Persons;
structuring a loan or loans secured by some or all of the shares of Class A
Common Stock and/or other classes of stock beneficially owned by the Reporting
Persons; disposing of some or all of the securities of the Issuer beneficially
owned by them; proposing or seeking to take control of the Issuer or otherwise
to effect an extraordinary corporate transaction such as an acquisition, merger,
recapitalization, reorganization or liquidation involving the Issuer or any of
its
Page 6 of 14 Pages
subsidiaries or a sale or transfer of a material amount of assets of the Issuer
or any of its subsidiaries; or proposing or effecting any other transaction or
matter that would constitute or result in any of the transactions, matters or
effects enumerated in Item 4 of this Schedule 13D.
The review and the considerations noted above may lead to the taking of any
of the actions set forth above or may lead the Reporting Persons to consider
other alternatives. However, there can be no assurance that the Reporting
Persons will develop any plans or proposals with respect to any of the foregoing
matters or take any particular action or actions with respect to some or all of
their holdings in the Issuer, or as to the timing of any such matters should
they be so pursued by the Reporting Persons. The Reporting Persons reserve the
right, at any time and in each Reporting Person's sole discretion, to take any
of the actions set forth above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The responses to Items 7 through 13 on the cover page provided for each
Reporting Person that relate to the beneficial ownership of the Class A Common
Stock of Dobson, are incorporated herein by reference.
The information set forth in Item 4 and Item 6 of this Schedule 13D is
hereby incorporated by reference herein.
Assuming that the Series AA Preferred is exchanged (after the condition
thereto has been satisfied) for shares of Series A Convertible which is then
converted into Class A Common Stock, each Reporting Person beneficially owns
12,388,523 shares of Class A Common Stock, which constitutes 31.9% of the shares
of Class A Common Stock outstanding as of the date hereof.
(a)-(b) The responses to Items 5(a) and (b) assume 27,953,597 shares of
Class A Common Stock and 65,311,716 shares of Class B Common Stock actually
being outstanding immediately prior to AT&T Wireless' acquisition of the Series
AA Preferred (as disclosed in the Issuer's Quarterly Report on 10-Q filed on
November 14, 2000). The shares beneficially held by the Reporting Persons
consist of 9,380,000 shares of Class A Common Stock (assuming that the
aforementioned exchange of the Series AA Preferred for the Series A Convertible
occurs and the Series A Preferred is then converted into 7,880,000 shares of
Class A Common Stock), representing approximately 26.2% of the outstanding
shares of Class A Common Stock; 3,008,523 shares of Class B Common Stock ("Class
B Common Stock"), representing approximately 4.6% of the outstanding shares of
Class B Common Stock (each share of which is convertible on a one-for-one basis
into shares of Class A Common Stock and which votes together as a single class
with the Class A Common Stock on all matters submitted to the holders of Class A
Common Stock for vote, provided that each share of Class B Common Stock is
entitled to 10 votes); and, 200,000 share of Series AA Preferred, representing
100% of the outstanding shares of Series AA Preferred.
AT&T Wireless is party to the Stockholder Agreement which is incorporated
herein by reference. The parties to the Stockholders' Agreement may be deemed to
be part of a "group" for purposes of Section 13 of the Securities Exchange Act
of 1934, as amended, whose members collectively hold more than 5% of Dobson's
Class A Common Stock. Each Reporting Person disclaims its membership in such
group and disclaims beneficial ownership of any shares
Page 7 of 14 Pages
of stock held by any party to the Stockholder Agreement (other than itself, if
applicable) or any other Reporting Person attributed to them by reason of the
Stockholder Agreement. The filing of this Schedule 13D shall not be construed as
an admission that any Reporting Person is the beneficial owner of such shares or
that the Reporting Person and any of such other stockholders constitute such a
person or group. Each Reporting Person is not responsible for the accuracy of
any information filed in this Schedule 13D relating to any Reporting Person
other than itself and its related persons or entities.
(c) Except as otherwise set forth in this Schedule 13D, none of the
Reporting Persons has executed transactions in the Class A Common Stock during
the past 60 days.
(d) With respect to the Class A Common Stock held by any Reporting Person,
there is no person that has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, such stock other
than such Reporting Person.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
The information set forth in Item 4 and Item 5 of this Schedule 13D is
hereby incorporated by reference herein.
AT&T Wireless is a party to the Stockholder and Investor Rights Agreement
of Dobson dated as of January 31, 2000, amended as of February 8, 2001 (the
"Stockholder Agreement"). The Stockholder Agreement limits the right of AT&T
Wireless to transfer the Series AA Preferred (and, upon exchange thereof, the
Series A Convertible), grants in favor of AT&T Wireless limited rights of first
offer and co-sale with respect to issuances of new securities by Dobson and
transfers of Dobson securities by certain other stockholders of Dobson,
respectively, and provides registration rights for AT&T Wireless. The
Stockholder Agreement, attached hereto as Exhibit 4.3, is incorporated herein by
reference.
Under the terms of the Stockholder Agreement, each of the parties thereto
(including AT&T Wireless) agreed that the Board of Directors of Dobson would
consist of seven individuals (subject to reduction under certain circumstances)
elected by virtue of the parties to the Stockholder Agreement voting the shares
entitled to vote thereon held by them in the following manner:
(i) one director selected by J.W. Childs Equity Partners II, L.P. ("JWC"),
as long as JWC maintained a certain level of equity ownership in Dobson;
(ii) one director selected by AT&T Wireless, as long as AT&T Wireless
maintained a certain level of equity ownership in Dobson;
(iii) four directors selected by Dobson Partnership; and
Page 8 of 14 Pages
(iv) one director selected jointly by JWC, AT&T Wireless and Dobson
Partnership.
Notwithstanding the foregoing, under the terms of the Stockholder Agreement
AT&T Wireless need not exercise its right to select a director to Dobson's Board
of Directors, has not so selected a director as of the date hereof and will not
do so until the FCC Conflict with respect to Oklahoma 5 (as defined above) has
been resolved.
Upon the consummation of the purchase by AT&T Wireless of the Series AA
Preferred, each of Dobson and AT&T Wireless entered into the PCS Transfer Rights
Agreement (the "PCS Transfer Agreement"), dated as of February 8, 2001, between
such same parties, granting in favor of AT&T Wireless a limited right of first
offer with respect to transfers by Dobson of certain FCC licenses which Dobson
may acquire. The PCS Transfer Agreement, attached hereto as Exhibit 4.4, is
incorporated herein by reference.
Upon the execution of the Purchase Agreement, each of Dobson and AT&T
Wireless entered into the Memorandum of Understanding (the "MOU"), dated as of
November 6, 2000, between such same parties, which contemplates the potential
formation by Dobson and AT&T Wireless of a joint venture entity which would own,
build-out and operate certain FCC licenses contributed to such entity by Dobson
and AT&T Wireless. The MOU, attached hereto as Exhibit 4.5, is incorporated
herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
4.1 Stock Purchase Agreement dated as of November 6, 2000 and Amendment No. 1
to Stock Purchase Agreement dated as of February 8, 2001
4.2 Exchange Agreement dated as of February 8, 2001
4.3 Stockholder and Investor Rights Agreement dated as of January 31, 2000
(incorporated by reference to Exhibit 10.7.2.3 to Registration Statement on
Form S-1 of Dobson (SEC File No. 333-90759) filed November 12, 1999) and
Amendment No. 1 to Stockholder and Investor Rights Agreement dated as of
February 8, 2001
4.4 PCS Transfer Rights Agreement dated as of February 8, 2001
4.5 Memorandum of Understanding, dated as of November 6, 2000
Page 9 of 14 Pages
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.
Date: February 20, 2001 AT&T CORP.
By: /s/ Steven Garfinkel
Name: Steven Garfinkel
Title: Assistant Secretary
Date: February 20, 2001 AT&T WIRELESS SERVICES, INC.
By: /s/ William W. Hague
Name: William W. Hague
Title: Senior Vice President
Page 10 of 14 Pages
Schedule 1-A
AT&T CORP. DIRECTORS AND EXECUTIVE OFFICERS
The name and present principal occupation of each director and executive officer
of AT&T Corp. are set forth below. The business address for each person listed
below is c/o AT&T Corp., 295 North Maple Avenue, Basking Ridge, New Jersey
07920.
Name Title
C. Michael Armstrong Chairman and Chief Executive Officer
Kenneth T. Derr Director; Retired Chairman of the Board of Chevron Corporation
M. Kathryn Eickhoff Director; President of Eickhoff Economics Incorporated
Walter Y. Elisha Director; Retired Chairman of the Board and Chief Executive Officer of Springs Industries, Inc.
George M. C. Fisher Director; Chairman of the Board of Eastman Kodak Company
Donald V. Fites Director; Retired Chairman of Caterpillar, Inc.
Amos B. Hostetter, Jr. Director; Chairman of Pilot House Associates
Ralph S. Larsen Director; Chairman and Chief Executive Officer of Johnson & Johnson
John C. Malone Director; Chairman of Liberty Media Corporation
Donald F. Mc Henry Director; President of The IRC Group LLC
Louis A. Simpson Director; President and Chief Executive Officer of Capital Operations of GEICO Corporation
Michael I. Sovern Director; President Emeritus and Chancellor Kent Professor of Law at Columbia University
Sanford I. Weill Director; Chairman and Co-Chief Executive Officer of Citigroup Inc.
John D. Zeglis Director; Chairman and Chief Executive Officer of AT&T Wireless Group
Page 11 of 14 Pages
Schedule 1-A continued
Name Title
James W. Cicconi General Counsel and Executive Vice President-Law & Government Affairs
Nicholas S. Cyprus Vice President and Controller
Mirian M. Graddick-Weir Executive Vice President - Human Resources
Frank Ianna Executive Vice President and President AT&T Network Services
Richard J. Martin Executive Vice President - Public Relations and Employee Communication
David C. Nagel President - AT&T Labs & Chief Technology Officer
Charles H. Noski Senior Executive Vice President and Chief Financial Officer
John C. Petrillo Executive Vice President - Corporate Strategy & Business Development
Richard R. Roscitt Executive Vice President and President - AT&T Business Services
Daniel E. Somers* President and CEO - AT&T Broadband
*Mr. Somers is a Canadian citizen
Page 12 of 14 Pages
Schedule 1-B
AT&T WIRELESS SERVICES, INC.
DIRECTORS AND EXECUTIVE OFFICERS
The name and present principal occupation of each director and executive officer
of AT&T Wireless Services, Inc. are set forth below. The business address for
each person listed below, unless otherwise indicated, is 7277 164th Avenue, NE,
Redmond, WA 98052.
Title Name Address
Director; Chairman John D. Zeglis 295 North Maple Avenue
and Chief Executive Basking Ridge, NJ 07920
Officer of AT&T Wireless
Director; President Mohan Gyani
Director Harold W. Burlingame 295 North Maple Avenue
Basking Ridge, NJ 07920
Executive Vice President - Jordan M. Roderick
International
Executive Vice Presdident - Robert H. Johnson
Wireless Operations
Sr. Vice President - William W. Hague
Acquisitions/Assistant
Secretary
Sr. Vice President - Donald A. Boerema
Business Development
And Strategy
Sr. Vice President - Emilio Echave 11760 N. U.S. Highway 1
Channel Operations West Tower, 3rd Floor
North Palm Beach, FL 33408
Sr. Vice President - Roderick Nelson
Engineering
Sr. Vice President - Jospeh McCabe 295 North Maple Avenue
Finance Basking Ridge, NJ 07920
Sr. Vice President - Gregory P. Landis
General Counsel and
Secretary
Page 13 of 14 Pages
Sr. Vice President - Kim S. Whitehead
Sr. Vice President - Andrea J. Doelling 1001 16th Street
National Markets Suite C-1, A-125
Denver, CO 80265
Sr. Vice President - Kendra VanderMuelen
Product Management
And Development
Sr. Vice President - Lewis M. Chakrin 295 North Maple Avenue
Corporate Strategy Basking Ridge, NJ 07920
And Planning
Vice President Larry Siefert
Vice President - Joseph E. Stumpf
Acquisitions and
Development
Vice President - Robert Stokes, Jr.
Associate General
Counsel
Vice President - J. Wally Hyer, III
Associate General
Counsel/Assistant
Secretary
Vice President - Jane O'Donaghue
Corporate Communications
Vice President - Douglas I. Brandon 1150 Connecticut Ave.
External Affairs/Assistant 4th Floor
Secretary Washington, D.C. 20036
Vice President - Lawrence Kurland
Tax and Treasurer
Page 14 of 14 Pages