UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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)
FEBRUARY 14, 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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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
South Plains Advanced Communications & Electronics, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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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
Texas
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7 SOLE VOTING POWER 0
NUMBER OF
SHARES ------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 8,694,732
OWNED BY
EACH ------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER 0
PERSON
WITH ------------------------------------------------------------
10 SHARED DISPOSITIVE POWER 8,694,732
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,694,732
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.5%
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14 TYPE OF REPORTING PERSON
CO
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SCHEDULE 13D
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CUSIP No. - 011589108 Page 3 of 7 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
South Plains Telephone Cooperative, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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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
Texas
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7 SOLE VOTING POWER 0
NUMBER OF
SHARES ------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 8,694,732
OWNED BY
EACH ------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER 0
PERSON
WITH ------------------------------------------------------------
10 SHARED DISPOSITIVE POWER 8,694,732
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,694,732
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.5%
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14 TYPE OF REPORTING PERSON
CO
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Page 4 of 7 Pages
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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 South Plains Advanced Communications &
Electronics, Inc. ("SPACE") and South Plains Telephone Cooperative ("South
Plains," and together with SPACE, 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.
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.
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 a trading plan adopted
pursuant to Rule 10b5-1(c) under the Securities Exchange Act of 1934.
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.
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Page 6 of 7 Pages
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
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")
PRICE
PRESENT BUSINESS PRESENT PRINCIPAL AMOUNT OF DATE PER TYPE OF
NAME AND POSITION ADDRESS OCCUPATION SECURITIES(1) ACQUIRED SHARE TRANSACTION PLEDGED
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Scotty Hart, 2425 Marshall St. General 1,300(2,3) 2-14-01 $17.00 (4) No
General Manager Lubbock, Texas Manager of
of SPACE and 79415 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 Plainview, Texas water system
Board of Directors 79072 consultant and
and Director of SPACE farmer
and SPTC
Don Mimms, 3376 N. State Farmer 5,125 2-14-01 $17.00 (4) No
Vice President of Road, #303
the Board of Levelland, Texas
Directors and 79336
Director of SPACE
and SPTC
Bill Sides, Route 1, Box 210 Farmer 1,300 2-14-01 $17.00 (4) No
Secretary and Lubbock, Texas
Director of SPACE 79401
and SPTC
Dan Houchin, Route 1 Farmer 0 2-14-01 $17.00 (4) No
Treasurer and Director Plainview, Texas
of SPACE 79072
and SPTC
Lonnie Arthur, RR 3, Box 170A Farmer 900 2-14-01 $17.00 (4) No
Director of SPACE Floydada, Texas
and SPTC 79235
Kenneth Ehler Route 6, Box 707W Farmer 7,000 2-14-01 $17.00 (4) No
Director of SPACE Lubbock, Texas
and SPTC 79412
Mike Fillingim RR 20, Box 370 Farmer 2,000 2-14-01 $17.00 (4) Yes
Director of SPACE Lubbock, Texas
and SPTC 79423
Bryan Patterson, Route 1, Box 102 Farmer 650 2-14-01 $17.00 (4) No
Director of SPACE Amherst, Texas
and SPTC 79312
Steve Smith, Route 6, Box 601 Farmer 2,000 2-14-01 $17.00 (4) No
Director of SPACE Lubbock, Texas
and SPTC 79423
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(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.
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.