SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): September 13, 2004
AT&T WIRELESS SERVICES, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 001-16567 91-1379052
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(State or other jurisdiction of (Commission File Number) (IRS Employer Identification
incorporation) Number)
7277-164th Ave. NE, Building 1, Redmond, Washington 98052
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(Address of principal executive offices) (zip code)
(425) 580-6000
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(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
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On September 13, 2004, JVII General Partnership ("JVII"), an entity wholly
owned by AT&T Wireless Services, Inc. ("AWS"), entered into an agreement with
Rogers Communications Inc. ("Rogers Communications") to sell, subject to the
terms and conditions thereof, 27,647,888, Class A Multiple Voting Shares and
20,946,284 Class B Restricted Voting Shares of Rogers Wireless Communications
Inc. ("Rogers Wireless") (representing all securities owned by JVII in Rogers
Wireless) to Rogers Communications for an aggregate purchase price of
approximately C$1.767 billion, or C$36.37 per share in cash (the "Purchase and
Sale Agreement"). At the closing of the transaction, the shareholders agreement
currently in effect between Rogers Wireless, Rogers Communications and JVII will
terminate. A copy of the Purchase and Sale Agreement is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
AWS and Rogers Wireless currently have in effect various roaming
arrangements which are not affected by this transaction.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
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(a) Financial statements of businesses acquired.
- Not Applicable
(b) Pro forma financial information.
- Not Applicable
(c) Exhibits.
99.1 Purchase and Sale Agreement dated September 13, 2004
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunder duly authorized.
AT&T WIRELESS SERVICES, INC.
By: /s/ Benjamin F. Stephens
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Name: Benjamin F. Stephens
Title: Assistant Secretary
Date: September 15, 2004
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EXHIBIT INDEX
99.1 Purchase and Sale Agreement dated September 13, 2004