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FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the month of September, 2004
ROGERS WIRELESS COMMUNICATIONS INC.
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(Translation of registrant's name into English)
One Mount Pleasant Road, 16th Floor
Toronto, Ontario M4Y 2Y5
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(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.
Form 20-F [ ] Form 40-F [X]
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.
Yes [ ] No [X]
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
ROGERS WIRELESS COMMUNICATIONS INC.
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(Registrant)
Date: September 7, 2004 By: /s/ David Miller
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Name: David Miller
Title: Vice President, General
Counsel and Secretary
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Exhibit Index
Exhibit
Number Description
99.1 Press Release dated September 3, 2004
99.2 Letter agreement dated September 3, 2004 between Rogers
Communications Inc. and JVII General Partnership ("JVII") to
facilitate a possible sale by JVII of 48.6 million shares of
Class B Restricted Voting shares of Rogers Wireless
Communications Inc.
Exhibit 99.1
Rogers Communications and AT&T Wireless Enter Agreement to
Facilitate Possible Sale by AT&T Wireless of its Entire 34% Stake in
Rogers Wireless
TORONTO, September 3, 2004 /CNW/ - Rogers Communications Inc. ("RCI") and
Rogers Wireless Communications Inc. ("Rogers Wireless") announced today that
RCI has entered into a letter agreement with AT&T Wireless Services, Inc.
("AWE") on behalf of JVII General Partnership ("JVII") to facilitate a
possible sale by JVII of 48.6 million shares of Class B Restricted Voting
shares of Rogers Wireless.
Under the terms of the letter agreement, RCI has agreed to assist JVII in
offering to sell all, but not less than all, of its shares of Rogers Wireless.
The sales would be made in Canada and the U.S. pursuant to exemptions from the
prospectus and registration requirements of Canadian and U.S. securities laws
(collectively, the "Proposed Transactions"). The letter agreement terminates
if the Proposed Transactions are not completed on or prior to September 30,
2004. The decision to sell its shares of Rogers Wireless pursuant to the
Proposed Transactions is in JVII's sole discretion. Accordingly, there can be
no assurance that JVII's shares of Rogers Wireless will be sold in the
Proposed Transactions.
Currently JVII owns an aggregate of 48.6 million Class A Multiple Voting
shares and Class B Restricted Voting shares of Rogers Wireless. RCI owns
approximately 55.5% of the equity of Rogers Wireless and the remaining 10.6%
ownership is publicly owned and traded in Canada and the U.S. If a sale of
JVII's Rogers Wireless shares is completed as contemplated by the letter
agreement, the result would be that RCI's ownership of the outstanding Class A
Multiple Voting shares of Rogers Wireless would increase from 69.4% today to
100%.
In connection only with the Proposed Transactions, RCI has waived its right of
first negotiation under its existing shareholders agreement with Rogers
Wireless and JVII dated August 16, 1999, as amended (the "Shareholders
Agreement"). Prior to the completion of any Proposed Transactions, JVII is
required to convert all of its Class A Multiple Voting shares of Rogers
Wireless into Class B Restricted Voting shares of Rogers Wireless, and, in
addition, no one person upon completion of the Proposed Transactions may have
acquired more than 5% (10% for certain suppliers to Rogers Wireless) of the
outstanding equity shares of Rogers Wireless.
Under the letter agreement, if JVII wishes to proceed with the Proposed
Transactions at a sale price that is equal to or less than C$36.00 per share,
net of commissions and expenses, RCI has the right to purchase all of the
shares being offered for sale at the proposed final net sale price per share.
In order to exercise that right, RCI must give notice to JVII no later than 24
hours from receipt of a sale notice from JVII. RCI has made no decision
whether it would exercise its right to purchase JVII's 48.6 million shares of
Rogers Wireless should such shares be offered to it by JVII in accordance with
the terms of the letter agreement.
RCI and Rogers Wireless are continuing to consider various other corporate
initiatives that either or both might pursue. These include but are not
limited to reviewing current wireless industry developments and consolidation
activities and the related possibility of offering to purchase, alone or with
others, shares or assets of Microcell Telecommunications Inc.; and additional
operational integration opportunities amongst the RCI operating companies.
Neither RCI nor
Rogers Wireless has made any decision in respect of any such matters and there
is no assurance that any such initiatives will be pursued.
Upon the closing of the Proposed Transactions, the Shareholders' Agreement
will terminate, including certain governance and other rights of JVII
thereunder, and JVII's four nominees on the board of Rogers Wireless will
resign immediately thereafter.
A copy of the above referenced letter agreement will be filed by RCI in Canada
on SEDAR and in the U.S. on EDGAR.
The shares of Rogers Wireless to be offered in the Proposed Transactions have
not been and will not be registered under the U.S. Securities Act of 1933 and
may not be sold in the U.S. absent registration or an applicable exemption
from registration requirements. Neither RCI nor Rogers Wireless will receive
any proceeds from the Proposed Transactions.
Cautionary Statement Regarding Forward Looking Information:
This news release includes certain forward looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995 that involve
risks and uncertainties. We caution that actual future performance will be
affected by a number of factors, including technological change, regulatory
change and competitive factors, many of which are beyond our control.
Therefore, future events and results may vary substantially from what we
currently foresee. We are under no obligation to (and expressly disclaim any
such obligation to) update or alter any forward looking statements whether as
a result of new information, future events or otherwise. Important additional
information identifying risks and uncertainties is contained in our most
recent Annual Reports and Annual Information Forms filed with the applicable
Canadian securities regulatory authorities and the U.S. Securities and
Exchange Commission.
About the Companies:
Rogers Communications Inc. (TSX: RCI.A and RCI.B; NYSE: RG) is a diversified
Canadian communications and media company, which is engaged in cable
television, high-speed Internet access and video retailing through Canada's
largest cable television provider Rogers Cable Inc.; wireless voice and data
communications services through Canada's leading national GSM/GPRS cellular
provider Rogers Wireless Communications Inc.; and radio, television
broadcasting, televised shopping and publishing businesses through Rogers
Media Inc.
Rogers Wireless Communications Inc. (TSX: RCM.B; NYSE: RCN) operates Canada's
largest integrated wireless voice and data network, providing advanced voice
and wireless data solutions to customers from coast to coast on its GSM/GPRS
network, the world standard for wireless communications technology. The
Company has approximately 4.1 million customers, and has offices in Canadian
cities across the country. Rogers Wireless Communications Inc. is
approximately 55.5% owned by Rogers Communications Inc. and 34.0% owned by
AT&T Wireless Services, Inc.
For Further Information:
Bruce M. Mann, 416.935.3532, bruce.mann@rci.rogers.com
Eric Wright, 416.935.3550, eric.wright@rci.rogers.com
Exhibit 99.2
Letter Agreement
[Conformed Copy]
September 3, 2004
CONFIDENTIAL
Mr. Robert Stokes
Senior Vice-President
AT&T Wireless Services, Inc.
16661 NE 72nd Way,
Redmond, Washington
U.S.A 98052
Dear Robert,
Rogers Communications Inc. ("RCI") makes the following proposal to JVII
General Partnership ("JVII") to assist it in offering to sell its shares of
Rogers Wireless Communications Inc. ("RWCI"). This proposal is confidential
and no public announcement with respect to it shall be made by RCI, RWCI, JVII
or any of their respective affiliates, except as contemplated below. The
proposal of RCI is made on the following terms and conditions:
Assistance in connection with Private Sales.
(a) RCI will assist JVII, in accordance with the terms of this letter
agreement, in making an offer to sell and selling all, but not less
than all, of JVII's shares of RWCI through (i) sales to non-U.S.
Persons (as defined in Rule 902 of Regulation S promulgated under
the U.S. Securities Act of 1933 (the "Securities Act")) in
transactions pursuant to exemptions (x) from Canadian securities
laws under applicable control block distribution rules, and (y) from
the registration requirements of Section 5 of the Securities Act in
accordance with Rule 903 of Regulation S promulgated thereunder, and
(ii) sales to U.S. Persons pursuant to exemptions (x) from Canadian
securities laws under applicable control block distribution rules,
and (y) from Section 5 of the Securities Act in accordance with
Section 4(1) of the Securities Act. The transactions referred to in
this paragraph 1(a) are collectively referred to herein as a
"Private Sale". Any Private Sale shall be made by JVII in compliance
with all applicable securities laws. For greater certainty, a
Private Sale does not include any offer to sell or sale in respect
of which JVII has exercised its rights under the existing
registration rights agreement (the "Registration Rights Agreement")
dated August 16, 1999 between RWCI and JVII.
(b) RCI will use its reasonable commercial efforts to assist JVII in
completing a Private Sale as provided herein.
(c) JVII represents, warrants and agrees to and with RCI that in
connection with any Private Sale:
(i) JVII will not knowingly encourage, assist or facilitate any
potential purchaser or purchasers in acting together as a
"group" (as determined pursuant to Rule 13d - 5(b) of the
United States Securities and Exchange Act of 1934) or otherwise
acting in a coordinated fashion with respect to the purchase in
the Private Sale of shares of RWCI, in any such case,
representing more than 5% of the total equity shares of RWCI
outstanding (a "5% Equity Interest");
(ii) JVII will not sell to any potential purchaser if JVII has
knowledge that the potential purchaser is part of or intends to
form a "group" (as defined above) or to otherwise act in
concert or in a coordinated fashion, whether before or after
closing, with one or more other potential purchasers or with
any other shareholder of RWCI with respect to their shares of
RWCI and such potential purchaser, together with other
potential purchasers or shareholders forming part of a "group"
or acting in concert or in a co-ordinated fashion with such
potential purchaser, would otherwise be purchasing in excess of
a 5% Equity Interest in the Private Sale. For purposes only of
this paragraph 1(c) (and, for greater certainty, not for
purposes of paragraph 3 hereof) potential purchasers whose
accounts are managed by a single financial institution or
investment manager (and any of their affiliates) shall not
constitute a "group" or otherwise be considered to act in
concert or in a co-ordinated fashion by reason only of such
common management; and
(iii) JVII will ensure that its agents, representatives and
financial advisors (its "Representatives") are aware of the
provisions of this paragraph 1(c) and that they will advise
JVII of any information relating to any of the circumstances
referred to in clauses (i) and (ii) of this paragraph 1(c) of
which they have knowledge including knowledge based on the
inquiry contemplated in paragraph 3(a) (without any further
duty of inquiry).
For greater certainty, it is acknowledged and agreed that the
provisions of this paragraph 1(c) shall not apply to the ownership
or acquisition of any shares of RWCI by any person other than
through a Private Sale.
(d) In connection with any Private Sale to a U.S. Person, any broker
effecting a transaction on behalf of JVII will obtain a letter
signed by such U.S.
Person substantially in the form attached hereto and the
certificates (including any global certificate) evidencing the
shares sold to such U.S. Person shall bear the following legend
referring to restrictions on transferability under the Securities
Act:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT") AND MAY NOT
BE OFFERED FOR SALE, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE
TRANSFERRED EXCEPT (I) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH
THE PROVISIONS OF REGULATION S UNDER THE SECURITIES ACT, (II)
PURSUANT TO RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (III)
PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT OR (IV) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE, IN ACCORDANCE WITH
ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND
SUBJECT TO THE RIGHT OF THE COMPANY AND THE TRANSFER AGENT (A) PRIOR
TO THE REMOVAL OF THIS LEGEND IN CONNECTION WITH ANY SUCH OFFER,
SALE, ASSIGNMENT, HYPOTHECATION OR OTHER TRANSFER PURSUANT TO
CLAUSES (I) OR (II) TO REQUIRE THE DELIVERY OF A DECLARATION THAT
THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS AND (B) PRIOR
TO REGISTRATION OF TRANSFER OF ANY SUCH OFFER, SALE, ASSIGNMENT,
HYPOTHECATION OR OTHER TRANSFER PURSUANT TO CLAUSE (III), TO REQUIRE
THE DELIVERY OF AN OPINION OF COUNSEL AND SUCH CERTIFICATES AS THEY
MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH
THE FOREGOING RESTRICTIONS.
In connection with a sale, assignment, hypothecation or other
transfer pursuant to clause (I), (II) or (IV) of the foregoing
legend, such legend shall be removed from the certificate
representing the shares so transferred if the seller has complied
with the conditions set forth in the foregoing legend.
(e) In connection with a Private Sale, if and when requested by JVII,
RWCI will permit due diligence by JVII and its financial advisors
solely through a single due diligence meeting with senior management
of RWCI (as determined by RWCI) attended by JVII and such advisors
(and which may include their legal counsel) who shall, subject as
hereafter provided, treat all information communicated as
confidential ("Confidential Information") except as may be required
by subpoena, court order or legal process or pursuant to a legally
binding request by a governmental agency or authority. Such due
diligence meeting shall be held in compliance with
all applicable securities law disclosure requirements. For purposes
of the foregoing, the term "Confidential Information" shall not
include any information that (i) at the time of disclosure or
thereafter is in the public domain or is generally available to and
known by the public (other than as a result of a disclosure directly
or indirectly by JVII or its Representatives in breach of the
foregoing covenant), (ii) was or becomes available to JVII or its
Representatives from a source other than RCI or RWCI provided that
such source, to the best of JVII's or its Representatives'
knowledge, as the case may be, is not and was not bound by a
confidentiality agreement with or by an obligation of confidence to
RCI or RWCI or otherwise prohibited from communicating the
information to JVII or its Representatives by a contractual, legal
or fiduciary obligation, or (iii) has been independently acquired or
developed by JVII or its Representatives without violating any of
JVII's obligation under this letter agreement.
2. Deadline. It is important to RCI and RWCI that any Private Sale minimize
disruption to the business of RWCI and public markets. Accordingly,
subject to the terms of this letter agreement, any Private Sale effected
pursuant to this agreement must be completed promptly and in any event on
or prior to September 30, 2004.
3. Waiver of Right of First Negotiation.
(a) In connection with a Private Sale made in reliance on this letter
agreement (but not in connection with any other sale of shares by
JVII), RCI waives its Right of First Negotiation (as defined and set
forth in section 7.1 of the existing shareholders agreement dated
August 16, 1999, as amended, among RCI, RWCI and JVII (the
"Shareholders Agreement")) other than the requirement that all Class
A Multiple Voting shares of RWCI be converted into Class B
Restricted Voting shares of RWCI prior to the completion of any
Private Sale thereof and that no one Person (as defined in the
Shareholders Agreement) following completion of the Private Sale
acquires more than a 5% Equity Interest, except for Persons who are
equipment, software or service providers to the RWCI Group (as
defined in the Shareholders Agreement) who have an ongoing business
relationship with the RWCI Group, which Persons may acquire up to
10% of the total equity shares outstanding. In complying with the
foregoing restriction, JVII and its Representatives will at the
initial contact with a potential purchaser in connection with a
Private Sale or promptly thereafter (but in any event prior to the
consummation of any sale to such purchaser) inquire orally whether
such purchaser is then an owner of Class B Restricted Voting shares
of RWCI, and if so, the number of Class B Restricted Voting shares
owned. If the potential purchaser advises that it is an owner of a
specific number of Class B Restricted Voting shares, JVII agrees
that the shares that the potential purchaser advises are so owned
will be counted as shares sold pursuant to the Private Sale in
determining
whether such potential purchaser immediately following completion of
the Private Sale acquires more than a 5% Equity Interest (or 10% of
the total equity outstanding in the case of Persons who are
equipment, software or service providers to the RWCI Group) pursuant
to the Private Sale. JVII and its Representatives may rely in good
faith on the oral responses given by a potential purchaser to any
such inquiry and shall have no obligation to make any further or
other inquiries of any such potential purchaser (and, for greater
certainty, shall not be required to take any action to update such
information subsequent to the initial inquiry) or to obtain any
written representations or warranties from the potential purchaser.
(b) JVII agrees that it will not give notice to RCI under section 7.1(b)
of the Shareholders Agreement while this letter agreement is
effective. JVII and RCI acknowledge and agree that any Private Sale
or sale made to RCI under paragraph 4(a) of this letter agreement
shall be deemed to comply with the provisions of the Shareholders
Agreement, including section 5.1 thereof.
4. Purchase Right.
(a) RCI shall have the right under this letter agreement to purchase
all, but not less than all, of the shares being offered for sale
pursuant to a Private Sale made in reliance on this letter agreement
at the proposed final sale price per share to JVII, less Commissions
and Expenses (as defined below) (the "JVII Net Sale Price") in the
event that the JVII Net Sale Price is $36.00 (Cdn.) per share or
less and JVII wishes to proceed with the Private Sale at such price.
In the event that JVII wishes to proceed with a Private Sale that
will result in a JVII Net Sale Price that is equal to or less than
$36.00 (Cdn.) per share, JVII must give prompt written notice to RCI
by (i) personal delivery directly into the hands of one of: Edward
S. Rogers, O.C., Alan D. Horn or David P. Miller, or (ii)
simultaneous e-mail transmission (sent to all of the following
e-mail addresses: ted.rogers@rci.rogers.com,
alan.horn@rci.rogers.com, david.miller@rci.rogers.com and
jturner@torys.com) of the JVII Net Sale Price, and RCI shall have 24
hours from receipt of such notice to decide whether or not to
purchase all, but not less than all, of the shares being offered for
sale at the JVII Net Sale Price. For purposes of the foregoing, any
personal delivery or e-mail transmission received by RCI on a day
that is not a business day (a business day being a day that is not a
weekend or a statutory holiday in Toronto), or that is received
after 4:00 p.m. (Toronto time) on a business day, shall be deemed to
have been received at 8:00 a.m. (Toronto time) on the next business
day. (As a matter of courtesy a voice mail message shall be left for
Alan Horn at 416-935-3555 in the event that e-mail notice is given
under this paragraph, but the failure to leave such a message shall
not invalidate any notice otherwise given in accordance with this
paragraph.) JVII agrees that it will not give a notice to RCI under
this paragraph 4(a) prior to September 10, 2004. To exercise its
right to purchase under this paragraph 4(a), RCI must give written
notice by simultaneous e-mail transmission sent to all of the
following e-mail addresses prior to the expiry of the applicable
deadline: robert.stokes@attws.com; marilyn.wasser@attws.com;
yukio.morikubo@attws.com; and bmiller@tor.fasken.com. RCI's right to
purchase under this paragraph may be assigned by it to any other
person, other than RWCI or a subsidiary of RWCI. For purposes of the
foregoing, "Commissions" shall mean the actual commissions or fees
(calculated on a per share basis excluding any expense reimbursement
or taxes) payable by JVII to a selling dealer retained by it in
connection with a Private Sale and "Expenses" shall mean the amount
of $0.03 (Cdn.) per share.
(b) If timely notice is not received by JVII of RCI's decision to
purchase the shares under the purchase right contained in paragraph
4(a), JVII shall be permitted thereafter to sell all, but not less
than all, of its shares at a price per share that results in JVII
receiving a per share price equal to at least the JVII Net Sale
Price so notified to RCI as provided by this letter agreement.
(c) If RCI exercises its purchase right under paragraph 4(a), the
purchase price for the shares of RWCI shall be paid in cash and the
purchase shall be completed by RCI on the date and at the place in
the City of Toronto specified in writing by RCI to JVII at least
five business days prior to the proposed date of closing, provided
that the date of closing shall be no later than 30 calendar days
following exercise by RCI of its purchase right. For the purpose of
this paragraph 4(c), RCI includes any assignee of RCI's right to
purchase under paragraph 4(a) hereof.
5. Termination. All rights of JVII or RCI under this letter agreement shall
automatically terminate on September 30, 2004 if a Private Sale has not
been completed on or before that date unless RCI has exercised its right
to purchase under paragraph 4(a) hereof. The provisions of the waiver
referred to in paragraph 3 hereof are one time agreements and, subject to
paragraph 7 hereof, in the event that this letter agreement terminates,
all rights of RCI, RWCI and JVII under the Shareholders Agreement and of
JVII and RWCI under the Registration Rights Agreement shall thereafter
continue in full force and effect in accordance with their respective
terms, unaffected in any way by this letter agreement.
6. Costs and Expenses. All costs and expenses of or incidental to a Private
Sale and of or incidental to all matters in connection with a Private
Sale (whether or not a Private Sale is completed) shall be borne by JVII
(and reimbursed to the relevant person) except that JVII shall not be
liable for any costs and expenses of RCI or RWCI in excess of $250,000
(Cdn.) (including GST) in the aggregate.
7. Termination of the Shareholders Agreement.
(a) In the event that JVII in its sole discretion sells shares of RWCI
pursuant to a Private Sale made in reliance on this letter
agreement, or to RCI under paragraph 4(a) hereof, the Shareholders
Agreement shall terminate and shall be deemed to be terminated in
accordance with section
12.1(e) of the Shareholders Agreement as at the date of the closing
of such sale. For greater certainty, the Registration Rights
Agreement shall continue in full force and effect in accordance with
its terms following a Private Sale.
(b) If the Shareholders Agreement terminates in accordance with this
letter agreement, JVII shall cause its nominees to the board of
directors of RWCI to resign immediately.
8. Confidentiality. The parties acknowledge and agree that, following
acceptance of this proposal by JVII, public disclosure will need to be
made with respect to this agreement, including the public filing of this
letter agreement. The parties agree to consult with each other prior to
making such initial disclosure and shall use their reasonable efforts to
agree upon the language for any such disclosure.
9. General. This letter agreement constitutes the entire agreement of the
parties with respect to the subject matter hereof and there are no other
understandings, agreements, commitments or representations of any nature
or kind with respect to the subject matter hereof. This letter agreement
will be governed by the laws of the Province of Ontario. Time is of the
essence of this letter agreement. Except as otherwise expressly set out
herein, all notices given by any person under this letter agreement shall
be given in accordance with the provisions of section 12.3 of the
Shareholders Agreement.
If the foregoing proposal is acceptable to JVII, please sign a copy of
this letter in the place below and return it to me on or before 6:00 p.m.
(Toronto time) on Friday, September 3, 2004, whereupon (and subject to RWCI
having executed the acceptance and agreement set forth below) it will become a
binding agreement between us, and failing which this proposal shall be void
and of no effect.
Yours truly,
[Signed] Rogers Communications Inc.
Accepted and Agreed to
this 3rd day of September, 2004.
[Signed] AT&T Wireless Services, Inc.,
on behalf of JVII General Partnership
By signing below, RWCI agrees to permit
due diligence in accordance with
paragraph 1(e) of the foregoing letter
agreement, confirms that a Private Sale
made in accordance with that letter
agreement (including a sale to RCI under
paragraph 4(a) thereof) is deemed to
comply with section 5.1 of the
Shareholders Agreement and agrees that
the Shareholders Agreement shall be
terminated as provided in paragraph 7(a)
thereof (all capitalized terms are used
as defined for purposes of the foregoing
letter agreement).
Accepted and Agreed
to this 3rd day of September, 2004.
[Signed] Rogers Wireless Communications
Inc.