AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 9, 2001
REG. NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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AT&T WIRELESS SERVICES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 4812 91-1379052
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
7277 164TH AVENUE NE, BUILDING 1
REDMOND, WASHINGTON 98052
(425) 580-6000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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GREGORY P. LANDIS
SENIOR VICE PRESIDENT -- LAW AND GENERAL COUNSEL
AT&T WIRELESS SERVICES, INC.
7277 164TH AVENUE NE, BUILDING 1
REDMOND, WASHINGTON 98052
(425) 580-6000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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COPIES TO:
MARILYN J. WASSER STEVEN A. ROSENBLUM
VICE PRESIDENT - LAW AND SECRETARY WACHTELL, LIPTON, ROSEN & KATZ
AT&T CORP. 51 WEST 52ND STREET
295 NORTH MAPLE AVENUE NEW YORK, NEW YORK 10019
BASKING RIDGE, NEW JERSEY 07920 (212) 403-1000
(908) 221-2000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC:
As soon as practicable after this registration statement becomes effective.
If any of the securities being registered on this form are to
be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [x]333-60472
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering.[ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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PROPOSED AGGREGATE
TITLE OF EACH CLASS MAXIMUM AGGREGATE
OF SECURITIES TO BE REGISTERED OFFERING PRICE(1) REGISTRATION FEE
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Common stock, par $110,645,300 $27,662
value $0.01 per share(2)...........
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Preferred stock purchase rights (3)
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o) under the Securities Act of 1933.
(2) The $110,645,300 of Common Stock being registered in this Registration
Statement is in addition to the $1,500,000,000 of Common Stock registered
pursuant to Registrant's Registration Statement on Form S-1 (File No.
333-60472).
(3) One preferred stock purchase right will be issued with and
initially trade together with each share of Common Stock.
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EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b)
under the Securities Act of 1933, as amended. The contents of the Registration
Statement on Form S-1 (File No. 333-60472) filed by AT&T Wireless Services, Inc.
(the "Company") with the Securities and Exchange Commission (the "Commission"),
which was declared effective by the Commission on July 6, 2001, and including
each of the documents filed by the Company with the Commission and incorporated
or deemed to be incorporated therein, is incorporated by reference herein.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the city of Redmond,
State of Washington, on July 6, 2001.
AT&T WIRELESS SERVICES, INC.
By: /S/ JOHN D. ZEGLIS
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Name: John D. Zeglis
Title: Chairman, President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities indicated on July 6, 2001.
SIGNATURE TITLE
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/S/ JOHN D. ZEGLIS Chairman of the Board and
-------------------------------------- Chief Executive Officer and President
John D. Zeglis (Principal Executive Officer)
*
-------------------------------------- Executive Vice President and
JOSPEPH McCABE Jr. Chief Financial Officer
(Principal Financial and Accounting
Officer)
*By: /S/ JOHN D. ZEGLIS
--------------------------------------
John D. Zeglis
(ATTORNEY-IN-FACT)
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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5.1 Opinion as to the legality of the securities being registered.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of counsel (included in opinion of counsel filed as
Exhibit 5.1).
99.1 Power of attorney executed by the officers and director of the
Registrant who signed this Registration Statement (included on the
signature page of, and Exhibit 24.1 to, Registration Statement on Form
S-1 (File No. 333-60472), filed May 8, 2001, and incorporated herein by
reference).