UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
ALAMOSA HOLDINGS, INC.
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(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE
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(Title of Class of Securities)
011589108
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(CUSIP Number)
SOUTH PLAINS ADVANCED COMMUNICATIONS & ELECTRONICS, INC.
ATTN: SCOTTY HART, GENERAL MANAGER
2425 MARSHALL STREET
LUBBOCK, TEXAS 79415
(806) 763-2301
(806) 763-2307 (FAX)
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
SEPTEMBER 4, 2001
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(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Sections 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 a signed original and five
copies of the Schedule, including all exhibits. See Section 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).
SCHEDULE 13D
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CUSIP No. - 011589108 PAGE 2 OF 7 PAGES
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NAME OF REPORTING PERSON
1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
South Plains Advanced Communications & Electronics, Inc.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x]
2 (b) [ ]
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SEC USE ONLY
3
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SOURCE OF FUNDS
4 OO
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6 Texas
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NUMBER OF 7 SOLE VOTING POWER 0
SHARES ------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 8,694,732
OWNED BY ------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 0
REPORTING ------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER 8,694,732
WITH
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 8,694,732
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
12
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 9.5%
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TYPE OF REPORTING PERSON
14 CO
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SCHEDULE 13D
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CUSIP No. - 011589108 PAGE 3 OF 7 PAGES
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NAME OF REPORTING PERSON
1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
South Plains Telephone Cooperative, Inc.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x]
2 (b) [ ]
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SEC USE ONLY
3
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SOURCE OF FUNDS
4 OO
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6 Texas
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NUMBER OF 7 SOLE VOTING POWER 0
SHARES ------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 8,694,732
OWNED BY ------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 0
REPORTING ------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER 8,694,732
WITH
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 8,694,732
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
12
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 9.5%
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TYPE OF REPORTING PERSON
14 CO
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PAGE 4 OF 7 PAGES
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This Amendment No. 1 to Schedule 13D (the "Amendment No. 1") amends and
restates in its entirety the Schedule 13D filed by South Plains Advanced
Communications & Electronics, Inc. ("SPACE") and South Plains Telephone
Cooperative ("South Plains," and together with SPACE, the "Reporting Persons")
by furnishing the information set forth below. This Amendment No. 2 relates to
the adoption of a trading plan pursuant to Rule 10b5-1(c) by SPACE, as
described below under Item 4.
ITEM 1. SECURITY AND ISSUER
This Schedule 13D relates to the common stock, par value $0.01 (the "Common
Stock") of Alamosa Holdings, Inc., a Delaware corporation ("Alamosa"). The
principal executive offices of Alamosa are located at 5225 S. Loop 289, Lubbock,
Texas 79424.
ITEM 2. IDENTITY AND BACKGROUND
This statement is filed by the Reporting Persons. SPACE is a wholly-owned
subsidiary of South Plains. An agreement among the Reporting Persons with
respect to the filing of this statement is attached hereto as Exhibit 1.
SPACE is a Texas corporation. The principal business activities of SPACE
are to participate in deregulated telecommunications opportunities. South Plains
is a Texas corporation. South Plains provides telephone and telecommunications
services as a telephone cooperative. The principal business and office address
of each of the Reporting Persons is 2425 Marshall Street, Lubbock, Texas 79415.
The name, business address, present principal occupation or employment, and
citizenship of each director and executive officer of the Reporting Persons are
set forth on Attachment A hereto. Such persons disclaim beneficial ownership of
the shares of Common Stock held by the Reporting Persons.
During the last five years, none of the Reporting Persons nor, to the best
of their knowledge, any of their directors or executive officers, has been (1)
convicted of any criminal proceeding (excluding traffic violations or similar
misdemeanors) or (2) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
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PAGE 5 OF 7 PAGES
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On February 14, 2001 SPACE acquired 8,769,732 shares of Common Stock of
Alamosa as a result of a merger of Alamosa PCS Holdings, Inc., a Delaware
Corporation ("Old Alamosa"), with Alamosa. The Reporting Persons' shares of Old
Alamosa common stock were exchanged for shares of Common Stock of Alamosa (the
"Merger Shares") at the ratio of 1:1. As a result, the Reporting Persons hold
the same number of shares in Alamosa as they held in Old Alamosa and prior to
the merger.
ITEM 4. PURPOSE OF THE TRANSACTION
As stated in Item 3 above, the Reporting Persons acquired the Merger Shares
as a result of the merger.
Depending on market conditions and other factors, the Reporting Persons and
the persons listed in Attachment A may acquire additional shares as they deem
appropriate, whether in open market purchases, privately negotiated transactions
or otherwise. The Reporting Persons and the persons listed in Attachment A also
reserve the right to dispose of some or all of their shares in the open market,
in privately negotiated transactions to third parties or otherwise. The
Reporting Persons, and to the best of their knowledge the persons listed on
Attachment A, have no plans or proposals which relate to or would result in any
action specified in clauses (a) through (j) of Item 4 of Schedule 13D.
On September 4, 2001, SPACE entered into a trading plan (the "Trading
Plan") with a third-party broker (the "Broker") pursuant to the provisions of
Rule 10b5-1(c) of the Securities Exchange Act of 1934. The Trading Plan complies
with the requirements of Rule 10b5-1(c) and permits sales to be made through the
Broker on or after October 4, 2001 in accordance with the terms of Rule 145
under the Securities Act of 1933 and the terms of the Trading Plan. The Trading
Plan provides for sales of a portion of the Merger Shares held by SPACE upon the
satisfaction of certain pricing and other conditions. SPACE has adopted the
Trading Plan for diversification and liquidity purposes. Within the requirements
of Rule 10b5-1(c), SPACE may modify the Trading Plan from time to time or
terminate the Trading Plan at any time.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The responses of each Reporting Person to Items 7 through 12 on the cover
page of this statement relating to beneficial ownership as well as voting and
dispositive power are incorporated herein by reference. The Reporting Persons
beneficially own 8,769,732 shares or 9.5% of the outstanding Common Stock of
Alamosa in the aggregate. The Reporting Persons indicating group status or
shared voting power herein have done so by reason of their parent/subsidiary
relationship only, and have no agreement, arrangement, or understanding with
regard to shares of Common Stock.
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PAGE 6 OF 7 PAGES
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The following transactions have occurred within the past 60 days with
respect to shares of Common Stock of Alamosa held by the Reporting persons: (i)
on October 4, 2001 SPACE sold 25,000 shares of Common Stock of Alamosa at a
price of $15.00 per share and (ii) on October 11, 2001, SPACE sold 50,000 shares
of Common Stock of Alamosa at a price of $17.24 per share. Both sales were made
by brokers in open market transactions pursuant to the Trading Plan.
Additional information is contained on Attachment A. Except as set forth on
Attachment A hereto, to the best knowledge of the Reporting Persons no person
identified on Attachment A beneficially owns any shares of Common Stock or has
effected any transactions in shares of Common Stock during the preceding 60
days.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Except as set forth above, no Reporting Person nor, to the best knowledge
of the Reporting Persons, any person identified on Attachment A is a party to
any other contract, arrangement, understanding or relationship, legal or
otherwise, with respect to any securities of Alamosa.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit l Joint Filing Agreement, dated as of February 14, 2001, entered
into by and between South Plains Advanced Communications &
Electronics, Inc. and South Plains Telephone Cooperative, Inc.
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PAGE 7 OF 7 PAGES
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SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge and
belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: October 31, 2001
SOUTH PLAINS ADVANCED
COMMUNICATIONS & ELECTRONICS, INC.
By: /s/ Scotty Hart
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Scotty Hart
General Manager
SOUTH PLAINS TELEPHONE COOPERATIVE, INC.
By: /s/ Scotty Hart
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Scotty Hart
General Manager
ATTACHMENT A
DIRECTORS AND EXECUTIVE OFFICERS OF
SOUTH PLAINS ADVANCED COMMUNICATIONS & ELECTRONICS, INC. ("SPACE") AND
SOUTH PLAINS TELEPHONE COOPERATIVE, INC. ("SPTC")
PRESENT BUSINESS PRESENT PRINCIPAL AMOUNT OF DATE PRICE PER TYPE OF
NAME AND POSITION ADDRESS OCCUPATION SECURITIES(1) ACQUIRED SHARE TRANSACTION PLEDGED
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Scotty Hart, 2425 Marshall St. General Manager 1,300(2,3) 2-14-01 $17.00 (4) No
General Manager Lubbock, Texas 79415 of SPACE and
of SPACE and SPTC South Plains
Gary Harrell, HCO 1, Box 224 Irrigation and 4,000 2-14-01 $17.00 (4) No
President of the Board Plainview, Texas 79072 water system
of Directors and consultant and
Director of SPACE and farmer
SPTC
Don Mimms, 3376 N. State Road, Farmer 5,125 2-14-01 $17.00 (4) No
Vice President of the #303
Board of Directors and Levelland, Texas 79336
Director of SPACE and
SPTC
Bill Sides, Route 1, Box 210 Farmer 1,300 2-14-01 $17.00 (4) No
Secretary and Director Lubbock, Texas 79401
of SPACE and SPTC
Dan Houchin, Route 1 Farmer 0 2-14-01 $17.00 (4) No
Treasurer and Director Plainview, Texas 79072
of SPACE
and SPTC
Lonnie Arthur, RR 3, Box 170A Farmer 900 2-14-01 $17.00 (4) No
Director of SPACE and Floydada, Texas 79235
SPTC
Kenneth Ehler Route 6, Box 707W Farmer 7,000 2-14-01 $17.00 (4) No
Director of SPACE Lubbock, Texas 79412
and SPTC
Mike Fillingim RR 20, Box 370 Farmer 2,000 2-14-01 $17.00 (4) Yes
Director of SPACE and Lubbock, Texas 79423
SPTC
Bryan Patterson, Route 1, Box 102 Farmer 650 2-14-01 $17.00 (4) No
Director of SPACE and Amherst, Texas 79312
SPTC
Steve Smith, Route 6, Box 601 Farmer 2,000 2-14-01 $17.00 (4) No
Director of SPACE and Lubbock, Texas 79423
SPTC
1 Each of the share amounts listed below represents less than 0.1% of the
outstanding shares of Common Stock. Each person listed below has the
sole voting and dispositive power of the shares identified for such
person.
2 Includes 1,000 shares held by Mr. Hart and 300 shares held by Lubbock
HLH, Ltd., an entity controlled by Mr. Hart.
3 Mr. Hart also has the right to acquire 28,000 shares at a price of
$17.00 and 5,714 shares at a price of $10.50 per share, respectively
pursuant to options granted under Alamosa's stock option plan. Such
options are exercisable immediately and expire on December 9, 2009 and
February 27, 2011 respectively. The options to acquire 28,000 shares
were received as a result of the merger of Old Alamosa and Alamosa in
exchange for an employee stock option to acquire 28,000 shares of Old
Alamosa for $17.00 per share.
4 Acquired as Merger Shares.
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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l Joint Filing Agreement, dated as of February 14, 2001, entered
into by and between South Plains Advanced Communications &
Electronics, Inc. and South Plains Telephone Cooperative, Inc.