SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No. 4
AT&T WIRELESS SERVICES, INC.
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(Name of Issuer)
AT&T WIRELESS COMMON STOCK, PAR VALUE $1.00 PER SHARE
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(Title of Class of Securities)
00209A 10 6
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(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
011-81-3-5563-2200
with a copy to:
Hillel T. Cohn
Squire, Sanders & Dempsey L.L.P.
801 South Figueroa Street
Los Angeles, California 90017
(213) 689-5117
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 26, 2002
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(Date of Event which Requires Filing of this Statement)
If a 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 (S) (S)240.13d-1(e), 240.13d-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 (S)240.13d-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).
CUSIP NO. 00209A 10 6 PAGE 2 OF 12 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
NTT DOCOMO, INC. - Not Applicable.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
BK
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5 CHECK BOX 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
Japan
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7 SOLE VOTING POWER
NUMBER OF
0
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 474,738,719
-----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON -----------------------------------------------------------------
WITH
10 SHARED DISPOSITIVE POWER
474,738,719
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
474,738,719
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
Not Applicable
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.5%
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14 TYPE OF REPORTING PERSON
CO
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CUSIP NO. 00209A 10 6 PAGE 3 OF 12 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Nippon Telegraph and Telephone Corporation-Not Applicable.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
BK
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Japan
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7 SOLE VOTING POWER
NUMBER OF
0
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 474,738,719
-----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON -----------------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
474,738,719
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11 AGGREGATE AMOUNT OF BENEFICIALLY OWNED BY EACH REPORTING PERSON
474,738,719
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
Not Applicable
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.5%
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14 TYPE OF REPORTING PERSON
HC, CO
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CUSIP NO. 00209A 10 6 PAGE 4 OF 12 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DCM Capital USA (UK) Limited-Not Applicable.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
BK
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5 CHECK BOX 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
England and Wales
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7 SOLE VOTING POWER
NUMBER OF
0
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 474,738,719
-----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON -----------------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
474,738,719
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
474,738,719
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
Not Applicable
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.5%
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14 TYPE OF REPORTING PERSON
CO
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This Amendment No. 4 amends the Schedule 13D originally filed on
January 8, 2001 (the "Schedule 13D"), by NTT DoCoMo, Inc. ("DoCoMo") which
related to the Wireless Group Common Stock, par value $1.00 per share of AT&T
Corp. ("AT&T"). The purpose of Amendment No. 4 is to update Item 6 with respect
to the contracts described therein and to file as a new exhibit Amendment No. 1
to the Amended and Restated Investor Agreement, which has an effective date of
December 26, 2002. This Amendment No. 4 is being filed pursuant to a Joint
Filing Agreement dated January 5, 2001, a copy of which is attached as Exhibit 1
to the Schedule 13D, among DoCoMo, Nippon Telegraph and Telephone Corporation
("NTT") and DCM Capital USA (UK) Limited ("DCM Capital"). Capitalized terms used
in this Amendment No. 4 and not otherwise defined herein have the meanings set
forth in the Schedule 13D, as amended.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Item 6 of the Schedule 13D is hereby amended by deleting Item 6 in its
entirety and replacing it with the following.
On November 30, 2000, DoCoMo, AT&T Wireless and AT&T entered into a
letter agreement with attached term sheet and annexes thereto (collectively, the
"Letter Agreement") providing for the acquisition by DoCoMo of (1) shares of a
new series of preferred stock of AT&T, the New Tracking Stock, which was
designed to track the performance of AT&T's Wireless Group and is convertible
into shares of AT&T's Wireless Group Common Stock and (2) Warrants to acquire
additional shares of New Tracking Stock. On December 20, 2000, DoCoMo, AT&T
Wireless and AT&T entered into a Securities Purchase Agreement, an Investor
Agreement and a Warrant Agreement that superseded the Letter Agreement in its
entirety. The shares of Wireless Group Common Stock issuable upon conversion of
the shares of New Tracking Stock issued to DoCoMo constituted approximately
55.4% of the Wireless Group Common Stock outstanding, representing approximately
a 17.4% interest in the Wireless Group. On July 9, 2001, AT&T Wireless split off
from AT&T, and DoCoMo's Wireless Group Common Stock was automatically converted
into 406,255,889 shares of AT&T Wireless Common Stock.
An amendment and restatement of the Investor Agreement was signed with
an effective date of December 20, 2001 and a further amendment to the Investor
Agreement was recently signed with an effective date of December 26, 2002 (the
agreement, as amended, the "Investor Agreement"). The Investor Agreement also
provides for a strategic alliance between DoCoMo and AT&T Wireless involving the
formation by AT&T Wireless of a subsidiary that will serve as a vehicle for the
parties to cooperate in operational and technological matters affecting the
delivery of mobile multimedia services as well as the development and delivery
of mobile multimedia content and applications in North America.
ASSIGNMENT. Under the Securities Purchase Agreement, the Investor
Agreement and the Warrant Agreement, DoCoMo has the right to assign its interest
in such agreements to a wholly-owned subsidiary of DoCoMo, provided that such
subsidiary assumes DoCoMo's obligations under those agreements. DoCoMo assigned
its rights under the Securities Purchase Agreement and the Warrant Agreement to
DCM Capital.
USE OF PROCEEDS. $6,159,464,289 of the proceeds from the investment was
contributed to AT&T Wireless simultaneously with the closing of the investment
and $3,651,615,431 was retained by AT&T Corp.
DIRECTORS AND OFFICERS. So long as DoCoMo's share in AT&T Wireless is
at least 13.5%, DoCoMo is entitled to appoint two directors to the AT&T Wireless
Board of Directors. The total number of directors DoCoMo is entitled to appoint
to the AT&T Wireless Board of Directors may fluctuate from time to time. One of
the directors appointed by DoCoMo is also entitled to serve on the Technology
Committee of the AT&T Wireless Board of Directors, and DoCoMo is also entitled
to select up to two employees who may participate at each meeting of the
Technology Committee. The Technology Committee considers all material matters
relating to the launch of W-CDMA service and makes recommendations on those
matters to the AT&T Wireless Board of Directors. In addition, DoCoMo is also
entitled to select two senior executives of DoCoMo to serve on the Senior
Leadership Team of AT&T Wireless to participate in meetings in which principal
decisions with respect to AT&T Wireless are discussed. DoCoMo also has the right
to appoint at least two and no more than five DoCoMo employees as employees of
AT&T Wireless. These employees will have the titles of "Manager-Finance" and/or
"Director of Technology," or such other titles as DoCoMo and AT&T Wireless shall
agree. DoCoMo will lose the ability to appoint directors, executives to serve on
the Senior Leadership Team and employees to management positions, and the
Technology Committee will be dissolved, in the event DoCoMo's share of AT&T
Wireless falls below 10% for a period of 60 days or more. However, so long as
DoCoMo retains at least 10/16 of its original investment, DoCoMo will not lose
the ability to appoint directors, executives to serve on the Senior Leadership
Team and employees to management positions, and the Technology Committee will
remain intact, unless its share of AT&T Wireless falls below 8% for a period of
60 days or more.
VOTING AGREEMENTS. Pursuant to the Investor Agreement, DoCoMo agrees to
vote its shares with respect to the election of directors to the AT&T Wireless
Board either (1) in favor of the slate of directors nominated by the Board of
Directors or (2) for, against, or abstaining with respect to each nominee for
director in the same proportion as the votes of all stockholders other than
DoCoMo and its affiliates.
STANDSTILL PROVISIONS. For a period of five years from the Closing Date
(as defined in the Purchase Agreement), DoCoMo may not, subject to certain
exceptions, (1) acquire directly or indirectly beneficial ownership of any
additional voting securities or assets of AT&T Wireless, (2) enter into or
publicly propose to enter into any merger or other business combination or
change of control involving AT&T Wireless or its subsidiaries, (3) make or
participate in any solicitation of proxies to vote, or seek to advise or
influence any person with respect to the voting of securities of AT&T Wireless,
(4) call a meeting of the shareholders of AT&T Wireless or initiate any
shareholder proposal, (5) contest the standstill described herein or seek a
release from such standstill in a way that would lead to public disclosure
thereof, (6) form, join or participate in a "group" within the meaning of Rule
13(d)(3) promulgated under the Securities Exchange Act, as amended, with respect
to any securities of AT&T Wireless, (7) publicly propose to seek any
representation on the AT&T Wireless Board of Directors other than as provided by
the Investor Agreement, or publicly propose to seek a change in the size or
composition of the AT&T Wireless Board of Directors, (8) enter into any
discussions or negotiations with respect to any of the foregoing, (9) disclose
any intention, plan or arrangement with respect to the foregoing, (10) take,
solicit, propose or agree with any other person to take any actions designed to
affect or change the control of the Board of Directors, senior executive
management or voting equity of AT&T Wireless or (11) advise, assist or encourage
any other person in connection with any of the foregoing.
PREEMPTIVE RIGHTS. Subject to certain limitations, DoCoMo shall have
the right to participate in any new equity issuances by AT&T Wireless to
maintain DoCoMo's proportionate interest in AT&T Wireless. In the event DoCoMo's
interest in AT&T Wireless falls below 10% for a period of 60 days or more,
DoCoMo would lose this preemptive right. However, if DoCoMo retains at least
10/16 of its original investment, DoCoMo will not lose its preemptive rights
unless its ownership drops below 8% for a period of 60 days.
CONSULTATION ON CERTAIN TRANSACTIONS. DoCoMo is entitled to be notified
by a senior executive officer of AT&T Wireless if a proposed transaction will be
seriously pursued which would, if completed, result in (1) any person or entity
owning more than a 15% economic interest in AT&T Wireless, (2) DoCoMo having
less than a 10% interest in AT&T Wireless (if DoCoMo's interest is more than 12%
prior to the transaction) or (3) a person or group of persons having governance
rights more favorable than or in addition to those of DoCoMo. In addition, AT&T
Wireless must keep DoCoMo informed of material developments in the terms of the
proposed transaction. In the event DoCoMo's interest in AT&T Wireless falls
below 10% for a period of 60 days or more, DoCoMo would lose this right to be
consulted on proposed transactions. However, if DoCoMo retains at least 10/16 of
its original investment, DoCoMo will not lose this consultation right unless its
ownership drops below 8% for a period of 60 days.
TECHNOLOGY DEFAULT OBLIGATION. Under the Investor Agreement, AT&T
Wireless has agreed to launch service based on W-CDMA technology using an
aggregate of no less than 1000 new or existing cell sites within four specified
geographic markets no later than December 31, 2004. Subject to certain
limitations, in the event AT&T Wireless fails to meet this technology
commitment, except for causes beyond AT&T Wireless' control, or if AT&T
Wireless' Board of Directors should approve a change to an alternative
third-generation technology, DoCoMo will
have the right to cause AT&T Wireless to repurchase the AT&T Wireless Common
Stock and Warrants. The repurchase price will equal the original purchase price,
plus interest thereon from the initial issuance date to the date of repurchase
at a rate per annum that will vary based on the time period from closing to the
repurchase date. AT&T Wireless has the right, as an alternative to the
repurchase, to cause DoCoMo to sell its shares of AT&T Wireless Common Stock in
the market (pursuant to a registered offering), provided that AT&T Wireless will
reimburse DoCoMo for any amount by which the proceeds in such public sale are
less than the otherwise applicable repurchase price.
VETO RIGHTS. Under the Investor Agreement, AT&T Wireless will not take
any of the following actions without the consent of DoCoMo: (1) change the scope
of its business such that the Wireless Group's current businesses taken as a
whole no longer constitute AT&T Wireless' primary business and (2) enter into a
strategic alliance with another Wireless Operator that would result in such
Wireless Operator owning more than 15% but less than 50% of the economic
interests in AT&T Wireless.
REGISTRATION RIGHTS. Under the Investor Agreement, DoCoMo is entitled
to piggy-back registration rights and up to six registration demands, provided
the aggregate value of each such demand is greater than $500 million. However,
DoCoMo may not exercise more than one demand in any one 7 1/2 month period. In
addition, DoCoMo may exercise its registration rights only if DoCoMo owns at the
relevant time at least $1 billion of securities or 2% of the economic interests
in AT&T Wireless. DoCoMo also has demand registration rights with respect to
certain shares which AT&T Wireless may issue to DoCoMo as a result of the
Technology Default Obligation.
The foregoing descriptions of the Securities Purchase Agreement, the
Investor Agreement and the Warrant Agreement are subject to, and qualified in
their entirety by reference to, such agreements, which are filed as exhibits to
the Schedule 13D and incorporated by reference in this Item 6.
Except as described in this statement, none of NTT, DoCoMo, DCM Capital
or, to the knowledge of NTT, DoCoMo or DCM Capital, any of the persons listed on
Schedules I, II or III of the Schedule 13D, is a party to any contract,
arrangement, understanding or relationship with respect to any securities of
AT&T Wireless.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS
Item 7 of the Schedule 13D is hereby amended by adding the following
exhibit.
EXHIBIT
NUMBER EXHIBIT NAME
7. Amendment No. 1 to Amended and Restated Investor Agreement,
dated as of December 26, 2002 between AT&T Wireless Services
Inc. and NTT DoCoMo, 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: December 26, 2002
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: December 26, 2002
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: December 26, 2002
DCM CAPITAL USA (UK) LIMITED
By: /s/ Masuo Umezu
-------------------------------
Name: Masuo Umezu
Title: Director
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT NAME
7. Amendment No. 1 to Amended and Restated Investor Agreement,
dated as of December 26, 2002 between AT&T Wireless Services
Inc. and NTT DoCoMo, Inc.