SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
---------------
Rogers Wireless Communications Inc.
-------------------------------------------------------------------------------
(Name of Issuer)
Class B Restricted Voting Shares
-------------------------------------------------------------------------------
(Title of Class of Securities)
775102205
-------------------------------------------------------------------------------
(CUSIP Number of Class of Securities)
David P. Miller, Esq.
Rogers Wireless Communications Inc.
One Mount Pleasant Road
16th Floor
Toronto, Ontario M4Y 2Y5
Canada
(416) 935-1100
-------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
Copy to:
John T. Gaffney, Esq.
Cravath, Swaine & Moore LLP
Worldwide Plaza
825 Eighth Avenue
New York, NY 10019-7475
(212) 474-1000
November 24, 2004
--------------------------------------------------------------------------------
(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
ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [ ]
Note: Schedules filed in paper format shall include iia
signed original and five copies of the schedule, including
all exhibits. See ss.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
2
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).
-------------------------------------------------------------------------------
3
ITEM 4. PURPOSE OF TRANSACTION
This amendment amends the Statement on Schedule 13D filed by Rogers
Communications Inc. on November 22, 2004.
On November 22, 2004, the Independent Committee received the final
valuation report of BMO Nesbitt Burns Inc. ("BMO Nesbitt Burns") with respect
to the fair market value of the Rogers Wireless shares. BMO Nesbitt Burns
determined, subject to the assumptions and qualifications set forth in its
valuation, that the fair market value of the RWCI shares determined pursuant
to its formal valuation is in the range of C$46 to $54 per share.
The press release relating to the valuation and the board's
recommendation is filed herewith as Exhibit 99.1.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
1. Press release issued by Rogers Wireless Communications Inc. and Rogers
Communications Inc. on November 22, 2004.
4
Signatures
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: November 24, 2004
ROGERS COMMUNICATIONS INC.
By: /s/ Graeme McPhail
-------------------------
Name: Graeme McPhail
Title: Vice President, Associate
General Counsel
RWCI ACQUISITION INC.
By: /s/ Graeme McPhail
-------------------------
Name: Graeme McPhail
Title: Vice President, Associate
General Counsel
EDWARD SAMUEL ROGERS
By: /s/ Edward S. Rogers
-------------------------
-------------------------------------------------------------------------------
5
Exhibit Index
Exhibit Number Description
-------------- -----------
99.1 Press release issued by Rogers Wireless Communications Inc.
and Rogers Communications Inc. on November 22, 2004.