AMENDMENT NO. 2 TO SCHEDULE 13D
 

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

NETRO CORPORATION

(Name of Issuer)

Common

(Title of Class of Securities)

64114R10

(CUSIP Number)
           
  AT&T Wireless Services, Inc.
7277 164th Avenue NE, Building 1
Redmond, WA 98052
Attn: General Counsel		   with a copy to:   Perkins Coie LLP
1201 Third Avenue, Suite 4800
Seattle, WA 98101
Attn: Mr. Eric DeJong

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

August 30, 2002

(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 §§240.13d-1(e), 24013d-1(f) or 24013d-1(g), check the following box. o

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    SCHEDULE 13D/A    
         
CUSIP No. 64114R10    
                 
1   NAME OF REPORTING PERSONS


  AT&T Wireless Services, Inc.		 I.R.S. IDENTIFICATIONS OF
ABOVE PERSONS (Entities Only)

91-1379052
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
    (a)    o    
    (b)    o  
3 SEC Use Only

4 SOURCE OF FUNDS (See Instructions)

  OO
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

  o

6 CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

  7 SOLE VOTING POWER

  1,746,724
  8 SHARED VOTING POWER

  N/A
  9 SOLE DISPOSITIVE POWER

  1,746,724
  10 SHARED DISPOSITIVE POWER

  N/A
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  1,746,724
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHAPES (See Instructions)

  o

 
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  4.58%(1)
14 TYPE OF REPORTING PERSON (See Instructions)

  CO

     (1)  Percentage is based upon 38,153,326 shares of Common Stock outstanding (61,153,326 shares outstanding as of July 31, 2002, as reported in Netro Corporation’s Form 10-Q for the quarter ended June 30, 2002, less 23,000,000 shares reported purchased by Netro Corporation in its self-tender offer which was completed on or about August 16, 2002).

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Item 1. Security and Issuer.

     This Amendment No. 2 supplements and amends the Schedule 13D dated February 12, 2002 and originally filed with the Securities and Exchange Commission on February 22, 2002, as amended on August 26, 2002 (the “Original Filing”) and relates to the Common Stock, par value $.001 per share (“Common Stock”), of Netro Corporation, a Delaware corporation (“Issuer”). Its principal executive office is located at 3860 North First Street, San Jose, CA 95134.

Item 2. Identity and Background.

     The information contained in Item 2 of the Original Filing is hereby amended as follows:

     This filing is made by AT&T Wireless Services, Inc. (“AT&T Wireless”). AT&T Wireless is a Delaware corporation organized for the purpose of providing wireless communications including, but not limited, to digital wireless networks and wireless voice and data services. The principal business location of AT&T Wireless is 7277 164th Avenue NE, Building 1, Redmond, Washington 98052.

     Attached as Schedule A to this schedule 13D, and incorporated herein by reference, is information concerning the directors and executive officers of AT&T Wireless Services, which is required to be disclosed pursuant to General Instruction C to Schedule 13D.

     During the last five years, AT&T Wireless has not been convicted in a criminal proceeding or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree, or final order enjoining future violations of or prohibiting or mandating activities subject to, Federal or State securities laws or finding of any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration

     Not amended.

Item 4. Purpose of Transaction

     The information contained in Item 4 of the Original Filing is hereby supplemented as follows:

     On August 29, 2002 and August 30, 2002, AT&T Wireless sold an aggregate of 390,000 shares of Common Stock at an average price of approximately $2.83 per share.

Item 5. Interest in Securities of the Issuer

     The information contained in Item 9 of the Original Filing is hereby amended as follows:

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     (a)  Following the disposition by AT&T Wireless of shares of Common Stock described in response to Item 4, AT&T Wireless beneficially owns shares of Common Stock representing 4.58% of the Issuer’s outstanding shares of Common Stock based on a total of 38,153,326 shares of Common Stock outstanding (61,153,326 shares of Common Stock outstanding as of July 31, 2002, as reported in the Issuer’s Form 10-Q for the quarter ended June 30, 2002, less the 23,000,000 shares purchased by the Issuer in its self-tender offer which was completed on or about August 16, 2002).

                 
(b)   Sole voting power:     1,746,724  
    Shared voting power     0  
    Sole dispositive power:     1,746,724  
    Shared dispositive power:     0  

     (c)  On or about August 16, 2002, the Issuer accepted for payment 6,063,276 shares of Common Stock held by AT&T Wireless in connection with the Self-Tender Offer described in response to Item 4.

          On August 29, 2002 and August 30, 2002, AT&T Wireless sold an aggregate of 390,000 shares of Common Stock at an average price of approximately $2.83 per share.

     (d)  Not applicable.

     (e)  August 30, 2002.

   
Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

     Not amended.

Item 7. Material to be Filed as Exhibits

     Not amended.

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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.

 

August 30, 2002   By: /s/ Benjamin F. Stephens
   
(Date)     (Signature)

 

  Benjamin F. Stephens
(Name)

 

  Assistant Secretary
(Title)

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement; provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

  Attention: Intentional misstatements or
omissions of fact constitute Federal criminal
violations (See 18 U.S.C. 1001).

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SCHEDULE A

DIRECTORS AND EXECUTIVE OFFICERS

OF AT&T WIRELESS SERVICES, INC.

         
Name   Position   Business or Residence Address
 
 
Walter Y. Elisha   Director   AT&T Wireless Services, Inc.
7277 164th Avenue NE
Redmond, WA 98052
         
Donald V. Fites   Director   Caterpillar Inc.
100 NE Adams Street
Peoria, IL 61629-9210
         
Ralph S. Larsen   Director   Johnson and Johnson
One Johnson and Johnson Plaza
New Brunswick, NJ 08933
         
John W. Madigan   Director   Tribune Company
435 North Michigan Avenue
Suite 2300
Chicago, IL 60611-4001
         
Nobuharu Ono   Director   NTT DoCoMo
461 Fifth Avenue, 24th floor
New York, NY 10017
         
A. Barry Rand   Director   500 Woodbine road
Stamford, CT 06903
         
Carolyn Ticknor   Director   2150 Bluestem Lane
Boise, ID 83706
         
John D. Zeglis   Chairman, Chief Executive
Officer 		  AT&T Wireless Services, Inc.
7277 164th Avenue NE
Redmond, WA 98052
         
Adele D. Ambrose   Executive VP, Public Relations
and Investor Communications 		  ”
         
Michael R. Benson   Executive VP and Chief
Information Officer 		  ”
         
Lewis W. Chakrin   Executive VP, Corporate
Strategy and Planning 		  ”
         
Andre Dahan   President, Mobile Multimedia
Services 		  ”
         
Mohan S. Gyani   Pres. And CEO, AT&T
Mobility Services 		  ”
         
William W. Hague   Executive VP, Business
Development 		  ”
         
Robert H. Johnson   Executive VP — National
Wireless Operations 		  ”
         
Michael G. Keith   President, AT&T Wireless
Telecorp 		  ”
         
Gregory P. Landis   Executive VP and General
Counsel 		  ”
         
D. Jane Marvin   Executive VP-Human Resources   ”

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Name   Position   Business or Residence Address
 
 
Joseph McCabe, Jr.   Executive VP and Chief
Financial Officer 		  ”
         
Roderick D. Nelson   Executive VP and Chief
Technology Officer 		  ”
         
Philip H. Osman   Executive VP, Mobile
Multimedia Services 		  ”
         
Jordan M. Roderick   Pres., AT&T Wireless Services
International 		  ”
         
Gregory L. Slemons   Executive VP, Wireless
Network Services 		  ”

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