PRELIMINARY COPY - SUBJECT TO COMPLETION
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant /x/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/x/ Preliminary Proxy Statement / / Confidential, for use of the
Commission only (as permitted
By Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-12
ALAMOSA HOLDINGS, INC.
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(Name of Registrant As Specified In Its Charter)
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Payment of Filing Fee (Check the appropriate box):
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/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
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pursuant to Exchange Act Rule 0-11: (set forth the amount on which
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PRELIMINARY COPY - SUBJECT TO COMPLETION
ALAMOSA HOLDINGS, INC.
5225 S. Loop 289
Lubbock, Texas 79424
Notice of Annual Meeting of Stockholders
[ ], 2001
at [ ] a.m. local time
To the stockholders of Alamosa Holdings, Inc.:
Notice is hereby given that the Annual Meeting of Stockholders of
ALAMOSA HOLDINGS, INC. ("Alamosa Holdings"), a Delaware corporation, will
be held at [ ], on [ ], 2001 at [ ] a.m., local time, for the following
purposes:
1. To elect three directors to the Board of Directors of
Alamosa Holdings to serve for a term of three years and
to elect one director to the Board of Directors of
Alamosa Holdings to serve for a term of one year;
2. To ratify the appointment of PricewaterhouseCoopers LLP
as independent auditors of Alamosa Holdings for the year
ending December 31, 2001;
3. To elect three directors to the Board of Directors of
Alamosa Holdings' wholly owned subsidiary, Alamosa
(Delaware), Inc. ("Alamosa (Delaware)"), to serve for a
term of three years;
4. To approve and adopt the amendment and restatement of the
Restated Certificate of Incorporation of Alamosa
(Delaware), in the manner described herein; and
5. To transact such other business as may properly be
brought before the meeting.
These items of business are described in detail in the attached
proxy statement. Holders of record of Alamosa Holdings common stock at the
close of business on April 16, 2001, the record date, are entitled to
notice of, and to vote at, the Annual Meeting and any adjournments or
postponements of the Annual Meeting. A list of stockholders entitled to
vote at the Annual Meeting will be available for examination by the
stockholders of Alamosa Holdings, for any purpose germane to the Annual
Meeting, during ordinary business hours beginning 10 days prior to the date
of the meeting, at Alamosa Holdings' executive offices at 5225 S. Loop 289,
Lubbock, Texas.
Your vote is important. To vote your shares, you may complete and
return the enclosed proxy card. If you are a holder of record, you may also
cast your vote in person at the Annual Meeting.
By Order of the Board of Directors,
Kendall W. Cowan
Chief Financial Officer and Secretary
Lubbock, Texas
[ ], 2001
ALAMOSA HOLDINGS, INC.
5225 S. Loop 289
Lubbock, Texas 79424
-----------------------------------
PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS
This Proxy Statement is being furnished to you in connection with
the solicitation of proxies by the Board of Directors of ALAMOSA HOLDINGS,
INC. ("Alamosa Holdings"), a Delaware corporation, for use at the Annual
Meeting of Stockholders (the "Meeting") to be held at [ ], on [ ], 2001 at
[ ] a.m. local time, and at any adjournment thereof.
Alamosa PCS Holdings, Inc. completed its initial public offering
of common stock on February 3, 2000. On December 14, 2000, Alamosa PCS
Holdings, Inc. formed a new holding company pursuant to Section 251(g) of
the Delaware General Corporation Law (the "Holding Company Formation"). In
that transaction, each share of Alamosa PCS Holdings, Inc. was converted
into one share of the new holding company, and the former public company,
which was renamed Alamosa (Delaware), Inc. (referred to herein as "Alamosa
(Delaware)"), became a wholly owned subsidiary of the new holding company,
which was renamed Alamosa PCS Holdings, Inc. (referred to herein as
"Alamosa PCS Holdings"). On February 14, 2001, Alamosa Holdings became the
new public holding company of Alamosa PCS Holdings and its subsidiaries
pussuant to a reorganization transaction in which a wholly owned subsidiary
of Alamosa Holdings was merged with and into Alamosa PCS Holdings (the
"Reorganization"). As a result of the Reorganization, Alamosa PCS Holdings
became a wholly owned subsidiary of Alamosa Holdings, and each share of
Alamosa PCS Holdings common stock was converted into one share of Alamosa
Holdings common stock.
References in this Proxy Statement to the "Company" refer to, and
all disclosure contained herein with respect to director and executive
compensation, board committee meetings and actions, stock price performance
and other matters reflects information for: (i) Alamosa Holdings, for all
periods after completion of the Reorganization, during which time it was
the public holding company, (ii) Alamosa PCS Holdings, for the period after
the Holding Company Formation but prior to the Reorganization, during which
time it was the public holding company, and (iii) Alamosa (Delaware)
(formerly Alamosa PCS Holdings, Inc.), for the period prior to the Holding
Company Formation, during which time it was the public holding company.
Record Date
The Board of Directors has fixed the close of business on April
16, 2001 as the record date (the "Record Date") for determination of
stockholders entitled to notice of, and to vote at, the Meeting. On the
Record Date, there were 91,946,843 shares of common stock, par value $0.01
per share (the "Common Stock"), of Alamosa Holdings outstanding, held by
approximately 231 holders of record. At the Meeting, each holder of Common
Stock will have one vote for each share of Common Stock held.
Quorum
The holders of a majority of the capital stock issued and
outstanding and entitled to vote thereat, present in person or by proxy,
will constitute a quorum at the Meeting. Shares held by persons attending
the Meeting but not voting, and shares represented in person or by proxy
and for which the holder has abstained from voting, will be counted as
present at the Meeting for purposes of determining the presence or absence
of a quorum.
All votes cast in person or by proxy will be counted by
representatives of Mellon Investor Services, transfer agent for the Common
Stock, who will serve as the inspector of elections at the Meeting and who
will separately tabulate affirmative votes, negative votes, abstentions and
broker non-votes for the election of directors of the Company and for each
other proposal. "Broker non-votes" occur where a broker holding stock in
"street name" votes the shares on some matters but not others. The missing
votes are deemed to be "broker non-votes." The inspector of elections will
treat "broker non-votes" as shares that are present and entitled to vote
for the purpose of determining whether a quorum exists. However, for the
purpose of determining the outcome of any matter as to which the broker has
indicated on the proxy that it does not have discretionary authority to
vote, those shares will be treated as not present or entitled to vote with
respect to that matter (even though those shares are considered present for
quorum purposes and may be entitled to vote on other matters).
Votes Required For Approval of the Proposals
Directors of the Company will be elected by a plurality of the
votes cast at the Meeting. In the election of directors of the Company,
votes to withhold authority, abstentions from voting and "broker
non-votes," if any, will be disregarded and have no effect on the outcome
of the vote.
Ratification of the appointment of independent auditors of the
Company requires the affirmative vote of the holders of a majority of the
outstanding shares of capital stock entitled to vote thereon who are
present, either in person or by proxy, at the Meeting. With respect to the
ratification of the appointment of auditors of the Company, abstentions
from voting will have the same effect as voting against such matter and
"broker non-votes," if any, will be disregarded and have no effect on the
outcome of the vote.
Directors of Alamosa (Delaware) will be elected by a plurality of
the votes cast at the Meeting. In the election of directors of Alamosa
(Delaware), votes to withhold authority, abstentions from voting and
"broker non-votes," if any, will be disregarded and have no effect on the
outcome of the vote.
Approval and adoption of the amendment and restatement of the
Restated Certificate of Incorporation of Alamosa (Delaware) requires the
affirmative vote of the holders of a majority of the outstanding stock of
the Company entitled to vote thereon. Abstentions from voting and "broker
non-votes" will have the same effect as votes against the adoption of the
amendment.
Proxies
All shares of Common Stock represented by properly executed
proxies received before or at the Meeting will, unless revoked, be voted in
accordance with the instructions indicated on those proxies. If no
instructions are indicated on a properly executed proxy card, the shares
represented by such proxy card will be voted "FOR" approval of each of the
four proposals to be voted on at the Meeting. You are urged to mark the box
on your proxy card to indicate how to vote your shares.
You may revoke your proxy at any time before it is voted by:
o submitting a written notice of revocation to the
Secretary of the Company at 5225 S. Loop 289, Lubbock,
Texas 79424;
o executing and delivering a subsequently dated proxy; or
o appearing in person and voting at the Meeting if you are
a holder of record.
Attendance at the Meeting will not in and of itself constitute
revocation of a proxy.
ELECTION OF DIRECTORS OF THE COMPANY
(Proposal 1)
Pursuant to the Company's Amended and Restated Certificate of
Incorporation, the Board of Directors consists of three classes of
directors with overlapping three year terms. One class of directors is
elected each year with the term of each such class expiring on the third
succeeding annual meeting after the election of such class. The Company's
Amended and Restated Certificate of Incorporation also states that the
number of directors shall be not less than three, with the exact number to
be set from time to time by the Board of Directors. The Board of Directors
currently has fixed the number of directors at twelve, and the Board of
Directors currently consists of four Class I directors, three Class II
directors and four Class III directors, with one vacancy in Class II. The
Board of Directors has adopted resolutions reducing the size of the Board
to eleven and reducing the number of directors in Class I to three.
Accordingly, at the Meeting, three directors will be elected as Class I
directors for a three year term and until their successors shall have been
elected and qualified, and one director will be elected as a Class
II director for a one-year term and until his successor shall have been
elected and qualified. Unless otherwise indicated on any proxy, the proxy
holders intend to vote the shares represented by each properly executed
proxy for each of the four nominees standing for re-election as set forth
below. If a proxy is executed in such a manner as to withhold authority to
vote for one or more nominees for director, such instructions will be
followed by the persons named as proxies.
Directors of the Company will be elected by a plurality of the
votes cast at the Meeting. In the election of directors of the Company,
votes to withhold authority, abstentions from voting and "broker
non-votes," if any, will be disregarded and have no effect on the outcome
of the vote.
Unless otherwise indicated on any proxy, the votes applicable to
shares represented by properly executed proxies in the accompanying form
will be cast in favor of the four nominees named below. While it is not
anticipated that any of the nominees will be unable to serve, if any should
be unable to serve, the proxy holders reserve the right to substitute any
other person.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS
VOTE "FOR" THE ELECTION OF EACH OF THE FOUR NOMINEES IDENTIFIED BELOW.
CURRENT DIRECTORS WHO ARE NOMINEES FOR REELECTION
New Term Will Expire
Name Class Age at Annual Meeting In
- ---- ----- --- --------------------
Ray M. Clapp, Jr. I 41 2004
Thomas Hyde I 56 2004
Jimmy R. White I 61 2004
Thomas F. Riley, Jr. II 55 2002
CONTINUING DIRECTORS WHOSE TERMS ARE NOT EXPIRING
Term Expires
Name Class Age at Annual Meeting In
- ---- ----- --- --------------------
Michael R. Budagher II 42 2002
Schuyler B. Marshall II 55 2002
Steven C. Roberts II 49 2002
David E. Sharbutt III 51 2003
Scotty Hart III 50 2003
Tom M. Phelps III 51 2003
Michael V. Roberts III 52 2003
Nominees
Ray M. Clapp, Jr. Mr. Clapp has served as a director since the
Company was founded in July 1998. Since 1995, Mr. Clapp has been Managing
Director, Acquisitions and Investments for the Rosewood Corporation, the
primary holding company for the Caroline Hunt Trust Estate. From 1989 to
1995 he has held various officer level positions with the Rosewood
Corporation and its subsidiaries. Prior to his employment with the Rosewood
Corporation, Mr. Clapp was a consultant with Booz, Allen & Hamilton, a
management consulting firm. Mr. Clapp received his Bachelor of Science and
Engineering degree, with honors, from Princeton University and earned a
Master of Business Administration from the University of Texas at Austin.
Thomas Hyde. Mr. Hyde has served as a director since the Company
was founded in July 1998. Since 1998, Mr. Hyde has served as Manager of
Taylor Telephone Cooperative, Inc., a landline telephone service provider,
and from 1996 to 1997 he served as Assistant Manager of that company. He
has also served as Manager of Taylor Telecommunications, Inc., a cellular
service provider. Prior to 1996, Mr. Hyde was self-employed in the farming
and ranching business. Mr. Hyde was also Secretary of Alamo IV LLC until
its dissolution in November 1999. Mr. Hyde currently serves as a director
of Alamo Cellular, Inc., and was a director of Taylor Telephone
Cooperative, Inc. and Taylor Telecommunications, Inc. from 1979 to 1996.
Jimmy R. White. Mr. White has served as a director since the
Company was founded in July 1998. He has served as the General Manager of
XIT Rural Telephone Cooperative, Inc. and its subsidiaries, XIT
Telecommunication & Technology, Inc., XIT Cellular, and XIT Fiber, Inc.,
all wireline and wireless telecommunications services providers, since
1975. He was also the Treasurer of Alamo IV LLC until its dissolution in
November 1999. Mr. White currently serves as the President of Alamo
Cellular, Inc., He also currently serves as a director of Texas Telephone
Association, a non-public company, and Forte of Colorado, a general
partnership.
Thomas F. Riley, Jr. Mr. Riley, a licensed CPA, has served as a
director of the Company since his appointment to the Board of Directors on
March 30, 2001 in connection with the completion by the Company of its
acquisition of Southwest PCS Holdings, Inc. From July 1999 to March 2001,
Mr. Riley served as President and Chief Executive Officer of Southwest PCS
Holdings, Inc. Mr. Riley was also Executive Vice President and Chief
Operating Officer of Chickasaw Holding Co. from January 1997 until March
2001. Before he joined Chickasaw, Mr. Riley was associated with Dobson
Communications Corp. from 1970 through 1996, first as external auditor and
consultant, then Chief Financial Officer from 1986 through 1995 and then as
President of Dobson Telephone Co. in 1996. Pursuant to the agreement
providing for the acquisition of Southwest PCS Holdings, Inc., the Company
agreed to nominate Mr. Riley for a new three year term and to solicit
proxies in favor of his re-election to the Board of Directors at the
Meeting.
Continuing Directors
David E. Sharbutt. Mr. Sharbutt has been Chairman and a director
since the Company was founded in July 1998 and was named Chief Executive
Officer in October 1999. Mr. Sharbutt was formerly the President and Chief
Executive Officer of Hicks & Ragland Engineering Co., an engineering
consulting company, now known as CHR Solutions. Mr. Sharbutt was employed
by CHR Solutions as a Senior Consultant from October 1999 until November
2000. He was employed by CHR Solutions from 1977 through 1999, where he
worked with independent telephone companies in developing strategic,
engineering and implementation plans for various types of
telecommunications services. Before he joined CHR Solutions, Mr. Sharbutt
was employed with Southwestern Bell.
Michael R. Budagher. Mr. Budagher has served as a director of the
Company since December 1998. Mr. Budagher was the founder of Specialty
Constructors, a wholly owned subsidiary of Specialty Teleconstructors,
Inc., a wireless infrastructure installation company. He served as the
President, Chairman of the Board, Chief Executive Officer and Chief
Operating Officer of Specialty from 1990 to 1999. Mr. Budagher is also a
founder, stockholder and the President of Specialty Antenna Site Resources,
Inc. and was a founder and served as the President of Specialty
Constructors Coatings, Inc. until March 1997. He also serves as the
Managing Member and President of the Budagher Family LLC as well as a
Manager of West Texas PCS, LLC, both non-public limited liability
companies.
Scotty Hart. Mr. Hart has served as a director since the Company
was founded in July 1998. He has also served as General Manager of South
Plains Telephone Cooperative, a wireline and wireless telecommunications
company, since April 1995, and previously as Assistant Manager of South
Plains Telephone Cooperative. Mr. Hart is currently Vice President of SPPL,
Inc., Chairman of the General Partners Committee for Caprock Cellular
Limited Partnership and past Chairman for Texas RSA3 Limited Partnership,
all affiliates of South Plains Telephone Cooperative. He is also General
Manager of South Plains Advanced Communications & Electronics, Inc., a
wholly-owned subsidiary of South Plains Telephone Cooperative, and
Secretary of Alamo Cellular, Inc., a non-public holding company with
interests in a wireless telecommunications service provider and an
affiliate of South Plains Advanced Communications & Electronics, Inc. In
addition, he is the general partner and a limited partner of Lubbock HLH,
Ltd. He was President of Alamo IV LLC until its dissolution in November
1999. Mr. Hart also serves as a director of Texas Statewide Telephone
Cooperative, Inc., a non-public company.
Schuyler B. Marshall. Mr. Marshall has served as a director of the
Company since November 1999. He has served as President of the Rosewood
Corporation, the primary holding company for the Caroline Hunt Trust
Estate, since January 1999. From 1996 through 1998, he served as Senior
Vice President and General Counsel, and Executive Director of the Rosewood
Corporation, and as director and president of various of its subsidiaries.
He currently serves as a member of the advisory board of Rosewood Capital
IV, L.P., a San Francisco based venture capital fund that will focus on
e-commerce, telecommunications and other consumer oriented investments.
Prior to his employment with the Rosewood Corporation, Mr. Marshall was a
senior shareholder with Thompson & Knight, P.C., in Dallas, where he
practiced law since 1970.
Tom M. Phelps. Mr. Phelps has served as a director of the Company
since December 1998. Mr. Phelps has served as Chief Executive Officer of
Nebraska Wireless since October 2000. From September 1997 to October 2000
he served as Executive Vice President and General Manager of ENMR Telephone
Cooperative, a telecommunications services provider, and of
Telecommunications Holdings East, since September 1997. From September 1997
to October 2000 Mr. Phelps was also Executive Vice President of Plateau
Telecommunications, Inc., a wireless and wireline telecommunications
provider and wholly owned subsidiary of Telecommunications Holdings East.
Additionally, Mr. Phelps served as Assistant Manager of ENMR Telephone
Cooperative and its wholly owned subsidiaries from 1995 to 1997, and as
Area Manager of GTE Corporation, a telephone service provider, from 1994 to
1995.
Michael V. Roberts. Mr. Roberts has served as a director of the
Company since his appointment to the Board of Directors on February 14,
2001 in connection with the completion by the Company of its acquisition of
Roberts Wireless Communications, L.L.C. ("Roberts Wireless"), of which Mr.
Roberts formerly was a 50% owner. Mr. Roberts is co-founder of Roberts
Broadcasting Company which owns several television stations in medium-sized
markets in the U.S. and has served as that company's Chairman and Chief
Executive Officer since its founding in 1989. Mr. Roberts is also the
founder of companies involved in commercial real estate development,
construction management, corporate management consulting and communications
towers. He is currently a director of ACME Communications, Inc., which owns
and operates broadcast television stations.
Steven C. Roberts. Mr. Roberts has served as a director of the
Company since his appointment to the Board of Directors on February 14,
2001 in connection with the completion by the Company of its acquisition of
Roberts Wireless, of which Mr. Roberts formerly was a 50% owner. Mr.
Roberts is co-founder of Roberts Broadcasting Company and has served as
that company's President and Chief Operating Officer since its founding.
Mr. Roberts is the founder of companies involved in commercial real estate
development and communications towers. He is currently a director of
Southside Bancshares Corp. and Falcon Products Inc.
Messrs. Michael V. Roberts and Steven C. Roberts are brothers.
There is no family relationship among any other directors or executive
officers of the Company.
Committees of the Board of Directors of the Company
During fiscal 2000, the Board of Directors of the Company met on
18 occasions and acted by written consent on four occasions. Each of the
directors attended at least 75% of the aggregate number of meetings of the
Board of Directors of the Company, except for Mr. Budagher who attended 67%
of the meetings.
The Board of Directors has established five committees. The
following are the standing committees:
o Audit Committee;
o Compensation Committee;
o Finance Committee;
o Stock Option Plan Committee; and
o Nominating Committee.
Audit Committee. The Audit Committee functions pursuant to a
written charter, which was adopted by the Board of Directors and is
attached hereto as Appendix A. The Audit Committee has such powers as are
set forth in the charter and such other powers as may be assigned to it by
the Board of Directors from time to time. It is currently charged with,
among other things, recommending to the Board of Directors the engagement
or discharge of independent public accountants, reviewing the plan and
results of the auditing engagement with the independent auditors of the
Company and with the officers of the Company, reviewing with the officers
of the Company the scope and nature of the Company's internal accounting
controls and reporting to the Board of Directors on the Audit Committee's
activities, conclusions and recommendations. The current members of the
Audit Committee are Messrs. White, Phelps, Budagher and Clapp. During
fiscal 2000, the Audit Committee met on five occasions.
The Common Stock is quoted on the National Market System of The
Nasdaq Stock Market ("Nasdaq"). In late 1999, Nasdaq adopted rules which
contained requirements relating to the structure and composition of the
audit committees of the boards of directors of Nasdaq-listed companies.
These rules require, among other things, that the audit committee of a
Nasdaq-listed company consist of at least three members, all of whom must
be both "independent" (as that term is defined under the rules) and
"financially literate" (capable of reading and understanding fundamental
financial statements, including a company's balance sheet, income statement
and cash flow statement). These rules also provide that under exceptional
and limited circumstances, one director who does not meet the criteria for
"independence" may be appointed to the audit committee if the board of
directors determines that the director's membership on the committee is
required in the best interests of the company and its stockholders. Nasdaq
requires that all listed companies come into compliance with these audit
committee rules by June 14, 2001.
If the Nasdaq audit committee rules were currently applicable to
the Audit Committee of the Board of Directors, two of the four persons
serving on the Audit Committee would not meet the technical criteria for
"independence" under the rules. The Company intends to make such changes to
the composition of the Audit Committee on or prior to June 14, 2001 as
shall be necessary to comply with the Nasdaq rules by that date.
Compensation Committee. The Compensation Committee is responsible
for reviewing and approving all compensation arrangements for the Company's
officers. The current members of the Compensation Committee are Messrs.
Marshall and Hyde. Mr. Regan Silber, who resigned from the Board of
Directors of the Company effective April 16, 2001, also was a member of the
Compensation Committee during fiscal year 2000. During fiscal 2000, the
Compensation Committee met on four occasions.
Finance Committee. The Finance Committee is responsible for
providing budget oversight and dealing with capital structure issues. The
current members of the Finance Committee are Messrs. Clapp, White, Sharbutt
and Hart. During fiscal 2000, the Finance Committee met on six occasions
Stock Option Committee. The Stock Option Plan Committee is
responsible for reviewing and approving the terms of any stock option
grants or other awards under the long-term incentive plan and reviewing and
approving the terms of any future stock option plans. The current members
of the Stock Option Plan Committee are Messrs. Marshall and Hyde. Mr.
Silber also was a member of the Stock Option Committee during fiscal year
2000. During fiscal 2000, the Stock Option Plan Committee met on seven
occasions.
Nominating Committee. The Nominating Committee is responsible for:
o seeking out possible candidates for the Board of
Directors;
o reviewing the slate of directors to be elected by the
stockholders;
o reviewing the qualifications for candidates for
corporate officers and recommending the officers for
approval by the Board of Directors; and
o evaluating the performance of current directors.
The current members of the Nominating Committee are Messrs.
Phelps, Budagher, White, Clapp, Marshall, Hyde and Sharbutt. During fiscal
2000, the Nominating Committee did not have any meetings.
The Nominating Committee will consider candidates proposed by
stockholders for nomination. A stockholder who wishes to nominate a
director at a meeting of stockholders must comply with the advance notice
requirements set out in the Company's By-laws.
Executive Officers
The following table sets forth certain information concerning the
persons who serve as executive officers of the Company. Executive officers
of the Company are elected annually by the Board of Directors and serve
until their successors are duly elected and qualified.
Name Age Title
- ---- --- -----
David E. Sharbutt 51 Chairman of the Board of Directors and Chief Executive Officer
Kendall W. Cowan 47 Chief Financial Officer and Secretary
Loyd I. Rinehart 46 Senior Vice President of Corporate Finance
Anthony Sabatino 38 Chief Technology Officer and Senior Vice President of
Engineering and Network Operations
Set forth below is a brief description of the present and past
business experience of each of the persons who serves as an executive
officer of the Company who is not also serving as a director.
Kendall W. Cowan. Mr. Cowan has been Chief Financial Officer of
the Company since December 1999. From October 1993 to December 1999, he was
a partner in the public accounting firm of Robinson Burdette Martin &
Cowan, L.L.P. and from January 1986 to September 1993, he was a partner in
the Lubbock and Dallas offices of Coopers & Lybrand. He provided consulting
and accounting services to a wide range of clients at both firms including
public companies. He is a Certified Public Accountant and a member of both
the American Institute of Certified Public Accountants and the Texas
Society of Certified Public Accountants. Mr. Cowan is Chairman of the Board
and a stockholder of ShaCo Xpress, Inc., a director of Robert Heath
Trucking, Inc., and a member of C.C. & Co., L.L.C., all of which are
non-public companies.
Loyd I. Rinehart. Mr. Rinehart became the Senior Vice President of
Corporate Finance of the Company in June 2000. From June 1998 to June 2000,
Mr. Rinehart served as Chief Financial Officer of Affordable Residential
Communities, the fourth largest owner of manufactured housing land-lease
communities and one of the top three largest independent retailers of
manufactured homes. From June 1995 to June 1998, Mr. Rinehart served as
Executive Vice President of Plains Capital Corporation, a bank holding
company based in Lubbock, Texas. He was responsible for all non-Lubbock
banking operations, including due diligence, modeling, the purchase or the
establishment of additional locations and ultimately management. Prior to
his employment with Plains Capital Corporation, Mr. Rinehart served as
Chief Financial Officer of First Nationwide, a $15 billion thrift, and its
predecessor financial institutions. Mr. Rinehart is a Certified Public
Accountant.
Anthony Sabatino. Mr. Sabatino became the Chief Technology Officer
and Senior Vice President of Engineering and Network Operations of the
Company in July 2000. From 1995 to July 2000, he was the National Radio
Frequency (RF) Engineering Director for Sprint PCS and was an initial
member of the SPCS corporate launch team. Mr. Sabatino developed all SPCS
National RF Engineering Standards. He also acted as design lead for a SPCS
new RF Interference Analysis Tool. Mr. Sabatino is a director and President
of the PCIA Cost Sharing Clearinghouse and a member of the University of
Kansas Advisory Committee representing electrical engineering.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth certain information as of April 16,
2001 (except as otherwise indicated) with respect to the number of shares
of Common Stock beneficially owned by each person who is known to the
Company to be the beneficial owner of more than 5% of the Common Stock, the
number of shares of Common Stock beneficially owned by each executive
officer, director and nominee for director of the Company, and all current
executive officers and directors of the Company as a group. Except as
otherwise indicated, each such stockholder has sole voting and investment
power with respect to the shares beneficially owned by such stockholder.
Number Of Shares
Beneficially Percentage Of
Name And Address (1) Owned (2) Ownership
5% Stockholders:
Caroline Hunt Trust Estate 8,801,866 (3) 9.57%
100 Crescent Court, Suite 1700
Dallas, TX 75201
South Plains Telephone Cooperative, Inc. 8,769,732 (4) 9.54%
2425 Marshall Street
Lubbock, TX 79415
Budagher Family, LLC 7,312,776 (5) 7.95%
3702 Holland Avenue
Dallas, TX 75219
Taylor Telephone Cooperative, Inc 5,175,700 (6) 5.63%
9796 N. Interstate 20
Merkel, TX 79536
Directors and Executive Officers:
David E. Sharbutt 1,369,724 (7) 1.48%
Michael R. Budagher 7,312,776 (5) 7.95%
Ray M. Clapp 107,175 (8) *
Kendall W. Cowan 291,000 (9) *
Scotty Hart 29,300 (10) *
Thomas Hyde 28,000 (11) *
Schuyler B. Marshall 138,500 (12) *
Tom M. Phelps 31,325 (13) *
Thomas F. Riley, Jr. 166,500 *
Loyd I. Rinehart 33,334 (14) *
Michael V. Roberts 6,753,750 (15) 7.35%
Steven C. Roberts 6,763,650 (16) 7.36%
! Anthony Sabatino 30,000 (17) *
Jimmy R. White 29,014 (18) *
All Directors and Executive Officers
as a Group (14 persons) 23,083,798 24.83%
*Less than one percent.
(1) Except as otherwise indicated in the footnotes below, the address for
each executive officer and director is 5225 S. Loop 289, Lubbock,
Texas 79424.
(2) Percentage of ownership is based on 91,946,843 shares of Common Stock
outstanding as of April 16, 2001. Beneficial ownership is determined
in accordance with Rule 13d-3 of the Exchange Act. A person is deemed
to be the beneficial owner of any shares of common stock if that
person has or shares voting power or investment power with respect to
that common stock, or has the right to acquire beneficial ownership
at any time within 60 days of the date of the table. As used herein,
"voting power" is the power to vote or direct the voting of shares
and "investment power" is the power to dispose or direct the
disposition of shares.
(3) The share information reflected is based upon a statement on
Amendment No. 1 to a Schedule 13D filed jointly by Caroline Hunt
Trust Estate, The Rosewood Corporation, Rosewood Financial, Inc.
Rosewood Management Corporation and Fortress Venture Capital II, L.P.
on April 12, 2001 with the Securities and Exchange Commission (the
"SEC"). The Rosewood Corporation is a wholly-owned subsidiary of
Caroline Hunt Trust Estate and Rosewood Financial, Inc. is an
indirect wholly-owned subsidiary of Caroline Hunt Trust Estate and
The Rosewood Corporation. Rosewood Management Corporation is a wholly
owned subsidiary of The Rosewood Corporation and serves as the
general partner of Fortress Venture Capital II, L.P. Caroline Hunt
Trust Estate and The Rosewood Corporation may be deemed to be the
beneficial owner of the shares held of record by Rosewood Financial,
Inc., as a result of their parent-subsidiary relationship. Rosewood
Management Corporation may be deemed to be the beneficial owner of
the shares held of record by Fortress Venture Capital II, L.P., as a
result of its general partnership status. Caroline Hunt Trust Estate,
The Rosewood Corporation and Rosewood Financial, Inc. may be deemed
to be the beneficial owner of the shares held of record by Fortress
Venture Capital II, L.P., as a result of their parent-subsidiary
relationship with Rosewood Management Corporation. Caroline Hunt
Trust Estate, The Rosewood Corporation and Rosewood Financial, Inc.
disclaim beneficial ownership of any shares held by Rosewood
Management Corporation or Fortress Venture Capital II, L.P., and
Rosewood Management Corporation and Fortress Venture Capital II, L.P.
disclaim beneficial ownership of any shares held by Caroline Hunt
Trust Estate, The Rosewood Corporation and Rosewood Financial, Inc.
The address for The Rosewood Corporation, Rosewood Financial, Inc.,
Rosewood Management Corporation and Fortress Venture Capital II, L.P.
is the same address for Caroline Hunt Trust Estate.
(4) The share information reflected is based upon a statement on a
Schedule 13D filed jointly by South Plains Telephone Cooperative,
Inc. and South Plains Advanced Communications & Electronics, Inc. on
February 7, 2000 with the SEC. South Plains Advanced Communications
is a wholly-owned subsidiary of South Plains Telephone Cooperative,
which may be deemed to be the beneficial owner of the shares held of
record by South Plains Advanced Communications. South Plains
Telephone Cooperative and South Plains Advance Communications share
voting and investment power for these shares, as a result of their
parent-subsidiary relationship. The address for South Plains Advanced
Communications is the same as the address for South Plains Telephone
Cooperative.
(5) The share information reflected is based upon a statement on a
Schedule 13D filed jointly by Mr. Budagher, Budagher Family, LLC and
West Texas PCS, LLC on February 26, 2001 with the SEC. Budagher
Family, LLC owns 100% of the membership interests in West Texas PCS,
LLC and Mr. Budagher and his spouse and children own 100% of the
membership interests in Budagher Family, LLC, each of which may also
be deemed to be the beneficial owner of the shares held by West Texas
PCS. Includes 28,000 shares issuable to Mr. Budagher pursuant to
options currently exercisable and 7,284,776 shares for which Budagher
Family, LLC, West Texas PCS and Mr. Budagher share voting and
investment power, as a result of their parent-subsidiary and control
person relationships. Mr. Budagher is the sole Manager and President
of Budagher Family, LLC and the sole Manager of West Texas PCS. The
address for Budagher Family, LLC and West Texas PCS is the same as
the address for Mr. Budagher.
(6) The share information reflected is based upon a statement on a
Schedule 13D filed jointly by Taylor Telephone Cooperative, Inc. and
Taylor Telecommunications, Inc. on February 7, 2000 with the SEC.
Taylor Telecommunications is a wholly-owned subsidiary of Taylor
Telephone Cooperative, which may be deemed to be the beneficial owner
of the shares held of record by Taylor Telecommunications. Taylor
Telephone Cooperative and Taylor Telecommunications share voting and
investment power for these shares, as a result of their
parent-subsidiary relationship. The address for Taylor
Telecommunications is the same as the address for Taylor Telephone
Cooperative.
(7) Includes 242,500 shares held individually by Mr. Sharbutt, 48,824
shares held in Mr. Sharbutt's 401(k) plan, 593,200 shares
beneficially owned by Five S, Ltd., 200 shares beneficially owned by
Mr. Sharbutt's children and 485,000 shares issuable pursuant to
options currently exercisable. Mr. Sharbutt is a limited partner of
Five S, Ltd. and President of Sharbutt Inc., the general partner of
Five S, Ltd., and may be considered a beneficial owner of the shares
owned by Five S, Ltd. Mr. Sharbutt disclaims beneficial ownership of
these shares, except to the extent of his pecuniary interest therein.
Additionally, Mr. Sharbutt is a director, shareholder and the
President of US Consultants, Inc., the general partner of Harness,
Ltd., which holds 292,938 shares of Common Stock. Mr. Sharbutt
disclaims beneficial ownership of the shares owned by Harness, Ltd.
The address for Five S Ltd. is 4606 91st Street, Lubbock, Texas 79424
and the address for Harness, Ltd. is P.O. Box 65700, 4747 S. Loop
289, Lubbock, Texas 79464.
(8) Includes 64,175 shares held individually by Mr. Clapp and 43,000
shares issuable pursuant to options currently exercisable. Excludes
8,801,866 shares held by Caroline Hunt Trust Estate and its
subsidiaries, as to which Mr. Clapp disclaims beneficial ownership.
Mr. Clapp is the Managing Director, Acquisitions and Investments for
the Rosewood Corporation, which is a wholly-owned subsidiary of the
Caroline Hunt Trust Estate. The address for Mr. Clapp is the same as
the address for Caroline Hunt Trust Estate.
(9) These shares are issuable pursuant to options currently exercisable.
(10) Includes 1,000 shares held individually by Mr. Hart, 28,000 shares
issuable pursuant to options currently exercisable and 300 shares
held by Lubbock HLH, Ltd. Mr. Hart controls Lubbock HLH, Ltd. and is
a beneficial owner of the shares held by Lubbock HLH, Ltd. Excludes
8,769,732 shares held by South Plains Advanced Communications &
Electronics, Inc., as to which Mr. Hart disclaims beneficial
ownership. Mr. Hart is the General Manager of South Plains Telephone
Cooperative and South Plains Advanced Communications & Electronics, a
wholly owned subsidiary of South Plains Telephone Cooperative. Mr.
Hart's address is the same as the address for South Plains Telephone
Cooperative.
(11) Includes 28,000 shares issuable pursuant to options currently
exercisable. Excludes 5,175,700 shares held by Taylor
Telecommunications, Inc., as to which Mr. Hyde disclaims beneficial
ownership. Mr. Hyde is the Manager of Taylor Telephone Cooperative,
Inc. and Taylor Telecommunications, a wholly owned subsidiary of
Taylor Telephone Cooperative. Mr. Hyde's address is the same as the
address for Taylor Telephone Cooperative.
(12) Includes 110,000 shares held individually by Mr. Marshall, 500 shares
held indirectly in an IRA account for Mr. Marshall and 28,000 shares
issuable pursuant to options currently exercisable. Excludes
8,801,866 shares held by Caroline Hunt Trust Estate and its
subsidiaries, as to which Mr. Marshall disclaims beneficial
ownership. Mr. Marshall is the President of Rosewood Financial, Inc.
and the Rosewood Corporation, both of which are wholly-owned
subsidiaries of the Caroline Hunt Trust Estate. Additionally, Mr.
Marshall is a Director of various Caroline Hunt Trust Estate
subsidiaries. The address for Mr. Marshall is the same as the address
for Caroline Hunt Trust Estate.
(13) Includes 3,325 shares held individually by Mr. Phelps and 28,000
shares issuable pursuant to options currently exercisable.
(14) These shares are issuable pursuant to options exercisable within 60
days.
(15) Includes 6,752,500 shares held individually by Mr. Roberts, 1,000
shares held by Mr. Roberts and his wife together and 250 shares owned
by Roberts Broadcasting Company. Mr. Roberts is the Chairman, Chief
Executive Officer and principal stockholder of Roberts Broadcasting
Company and may be considered a beneficial owner of the shares owned
by Roberts Broadcasting Company.
(16) Includes 6,754,500 shares held individually by Mr. Roberts, 2,500
shares held by Mr. Roberts and his wife together, 1,000 shares held
by Mr. Roberts' wife, 5,400 shares Mr. Roberts' wife holds in
custodial accounts for their minor children and 250 shares owned by
Roberts Broadcasting Company. Mr. Roberts is the President and Chief
Operating Officer and principal stockholder of Roberts Broadcasting
Company and may be considered a beneficial owner of the shares owned
by Roberts Broadcasting Company. Mr. Roberts disclaims beneficial
ownership of the shares of Common Stock held in custodial accounts
for his minor children.
(17) These shares are issuable pursuant to options currently exercisable.
(18) Includes 1,014 shares held individually by Mr. White and 28,000
shares issuable pursuant to options currently exercisable. Mr.
White's address is Highway 87 North, Dalhart, TX 79022.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), requires that the Company's directors and executive
officers and persons who own more than 10% of a registered class of the
Company's equity securities file with the SEC, and with each exchange on
which the Common Stock trades, initial reports of ownership and reports of
changes in ownership of Common Stock and other equity securities of the
Company. Officers, directors and greater than 10% beneficial owners are
required by the SEC's regulations to furnish the Company with copies of all
Section 16(a) forms they file.
To the Company's knowledge, based solely on review of the copies
of such reports furnished to the Company, all Section 16(a) filing
requirements applicable to its officers, directors and greater than 10%
beneficial owners were complied with.
Executive Compensation
The following table sets forth the compensation received by the
Chief Executive Officer of the Company and other executive officers of the
Company who were serving in such capacities on December 31, 2000 (the
"Named Executive Officers") with respect to the Company's 2000 fiscal year.
Summary Compensation Table
Annual Compensation Long-Term Compensation
Securities
Name And Principal Underlying All Other
Position Year Salary Bonus Options Compensation (1)
David E. Sharbutt 2000 $204,166 $146,024 $20,434
Chief Executive Officer 1999 $43,750 $43,750 1,697,500
Kendall W. Cowan 2000 $162,500 $100,163 $19,888
Chief Financial Officer 1999 $12,500 $12,500 1,455,000
Loyd I. Rinehart 2000 $87,500 $23,908 100,000
Senior Vice President
of Corporate Finance
W. Don Stull 2000 $66,987 $25,663 48,501 $111,462
Former Chief Technology 1999 $90,000 $58,875 145,500
Officer (2) 1998 $16,108 $0 ____
Jerry W. Brantley 2000 $175,000 $75,942 $29,075
Former President and Chief 1999 $175,000 $142,309 1,697,500
Operating Officer (3) 1998 $43,077 $25,823 ____
- ----------------
(1) The amounts reflected in the All Other Compensation column represent
the following payments and benefits: Mr. Sharbutt - $11,223 for
company-paid life insurance premiums and $9,211.44 for Company
contributions to the Company 401(k) plan; Mr. Cowan - $12,163 for
Company-paid life insurance and $7,725.81 for Company contributions
to the company 401(k) plan; Mr. Stull - $100,000 for severance
payments and $11,462 payment in lieu of annual bonus; Mr. Brantley -
$29,075 for Company - paid life insurance premiums.
(2) Mr. Stull served as Chief Technology Officer of the Company from
October 1998 to September 2000.
(3) Mr. Brantley served as President and Chief Operating Officer of the
Company from October 1998 to January 2001.
Stock Option Grants in Last Fiscal Year
The table below provides information regarding stock options granted
to the Named Executive Officers in fiscal year 2000 and hypothetical gains
for the options through the end of their respective ten year terms. In
accordance with applicable requirements of the SEC, the Company has assumed
annualized growth rates of the market price of the Common Stock over the
exercise price of the option of 5% and 10%, running from the date the
option was granted to the end of the option term. Actual gains, if any,
depend on the future performance of the Common Stock and overall conditions
and the information in this table should not be construed as an estimate of
future stock price growth. The Company did not grant any stock appreciation
rights in fiscal year 2000.
Potential
Realizable
% of Total Value at Assumed
Number of Options Annual Rate of
Securities Granted to Exercise Stock Price
! Underlying Employees In Price Expiration Appreciation
Name Options Fiscal Year (Per Share) Date for Option Term
5%($) 10%($)
Loyd I. Rinehart 100,000 (1) 4.2% $12.375 6/12/10 $778,257 $1,972,256
Anthony Sabatino 120,000 (2) 5.15% $13.8125 7/30/10 $1,042,393 $2,641,628
8,000 (3) 0.343% $8.00 $40,249 $102,000
- ----------------
(1) Options become exercisable with respect to one-third of the shares
subject thereto on June 19 of 2001, 2002 and 2003. All options
become fully vested and exercisable upon a change in control of the
Company.
(2) With respect to 21,717 shares subject to this option, the option
became exercisable one-third on January 24 of 2001 and will become
exercisable as to an additional one-third on July 24, 2002 and 2003.
With respect to the remaining 98,283 shares subject to this option,
the option became exercisable one-fourth on January 24, 2001 and
will become exercisable as to an additional one-fourth on July 24 in
each of 2001, 2002 and 2003. All options become fully vested
exercisable upon a change in control of the Company.
(3) These options become exercisable with respect to one-fourth of the
shares subject thereto on December 24 of 2000, 2001, 2002 and 2003.
All options become fully vested and exercisable upon a change in
control of the Company.
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option
Values
The following table provides summary information regarding option
exercises in 2000 by the Named Executive Officers and the value of such
officers' unexercised options at December 31, 2000.
Number of Securities
Shares Underlying Unexercised Value Of Unexercised
Acquired Options at Fiscal in-the-money Options
On Value Year-End(#) at Fiscal Year-End
Name Exercise(#) Realized ($) (Exercisable/Unexercisable) (Exercisable/Unexercisable) (1)
David E. Sharbutt 242,500 3,843,625 485,000/970,000 0/0
Kendall W. Cowan 0 __ 291,000/1,164,000 0/0
Loyd I. Rinehart 0 __ 0/100,000 0/0
Jerry W. Brantley 242,500 3,843,625 363,750/1,091,250 1,403,469/0
W. Don Stull 0 __ 105,499/0 $731,899/0
- ----------------
(1) The values in this column are based upon the closing price of the
Common Stock on December 29, 2000 of $6.9375 per share.
Employment Agreements
David E. Sharbutt. The Company is a party to an employment
agreement with David E. Sharbutt, effective October 1, 1999. This
employment agreement has a three-year term and provides that Mr. Sharbutt
receive a minimum base salary of $175,000, payable no less often than
semi-monthly, subject to increases at the Company's discretion. Mr.
Sharbutt is entitled to receive a bonus of up to $43,750 for each calendar
quarter in which the Company meets certain corporate milestones. In
addition, the employment agreement also provides for Mr. Sharbutt to be
granted a total of 1,697,500 stock options, with one-third of the options
vesting on each September 30th during the employment term. Mr. Sharbutt is
also entitled to $5,000,000 in term life insurance coverage, reimbursement
for reasonable business expenses, $1,250 per month as a vehicle and club
dues allowance, reimbursement for vehicle business mileage at the standard
rate set by the Internal Revenue Service, and such incentive, retirement,
profit-sharing, life, medical, disability and other benefit plans as may be
available to the Company's other executives with comparable
responsibilities, subject to the terms of those programs.
If the Company terminates Mr. Sharbutt's employment other than for
cause or non-performance, as defined in the employment agreement, the
Company would be required to pay him severance pay equal to one year's base
salary and all stock options granted to him under the agreement would
become vested and exercisable. If Mr. Sharbutt should terminate his
employment agreement for cause, as defined in the employment agreement, he
will be entitled to severance pay equal to the lesser of one year's base
salary and the unpaid balance of his salary that would have been payable to
him through September 30, 2002 and he will be entitled to a vesting of the
portion of his options that would have become vested on the first September
30th following the date of his termination. If Mr. Sharbutt is terminated
by the Company within one year after a change in control (as defined in the
agreement) for any reason other than cause, he will be entitled to
severance pay equal to the unpaid balance of the base salary which would
have been payable to him through September 30, 2002 and all stock options
granted to him under the agreement will become vested and exercisable.
Pursuant to the employment agreement, Mr. Sharbutt has agreed not
to compete with the Company during his employment and not to compete with
the Company within a defined area for a period of two years following
termination of his employment (subject to certain exceptions). Further, Mr.
Sharbutt has agreed not to disclose any of the Company's confidential
information at any time during or subsequent to his employment with the
Company without its written consent.
Kendall W. Cowan. The Company is a party to an employment
agreement with Kendall Cowan, effective December 1, 1999. This employment
agreement has a five-year term and provides that Mr. Cowan receive a
minimum base salary of $150,000, subject to increases at the Company's
discretion. In addition, the employment agreement provides for Mr. Cowan to
be granted a total of 1,455,000 stock options, with one-fifth of the
options vesting on each November 30th during the employment term. Mr. Cowan
is entitled to receive a bonus of up to $37,500 for each calendar quarter
in which the Company meets certain corporate milestones. Mr. Cowan is also
entitled to reimbursement for reasonable business expenses, a $600 per
month vehicle allowance, reimbursement for vehicle business mileage at the
standard mileage rate set by the Internal Revenue Service, and such
incentive, retirement, profit-sharing, life, medical, disability and other
benefit plans as may be available to the Company's other executives with
comparable responsibilities, subject to the terms of those programs.
Pursuant to the employment agreement, the Company will pay the costs of all
continuing professional education courses required for Mr. Cowan to
maintain his certified public accountant license, as well as all
professional dues and licenses attributable to his certified public
accountant license.
If the Company terminates Mr. Cowan's employment for other than
cause or non-performance, as defined in the employment agreement, the
Company would be required to pay him severance pay equal to one year's base
salary and all stock options granted to him under the agreement will become
vested and exercisable. If Mr. Cowan should terminate his employment for
cause, as defined in the employment agreement, he will be entitled to
severance pay equal to the lesser of one year's base salary and the unpaid
balance of his salary which would be payable to him through November 30,
2004 and he will be entitled to a pro rata vesting of the options that
would otherwise have become vested on the first November 30th following the
date of his termination.
Mr. Cowan has agreed, pursuant to the employment agreement, not to
compete with the Company during his employment and for a period of two
years following termination of his employment (subject to certain
exceptions). Further, Mr. Cowan has agreed not to disclose any of the
Company's confidential information at any time during or subsequent to his
employment with the Company without its written consent.
Loyd I. Rinehart. The Company is a party to an employment
agreement with Loyd I. Rinehart effective June 1, 2000. This employment
agreement has a five-year term and provides that Mr. Rinehart receive a
mioimum base salary of $150,000, payable no less often than semi-monthly,
subject to increases at the Company's discretion. Mr. Rinehart is entitled
to receive bonuses of up to (i) $25,000 for each calendar quarter in which
the Company meets certain corporate milestones and (ii) $200,000 based on
the acquisitions of POPs (not including POPs assigned by Sprint) in any
calendar year, reduced by bonuses paid under (i) above. The maximum bonus
Mr. Rinehart can receive in one calendar year will be the greater of (i) or
(ii) above. Mr. Rinehart is also entitled to reimbursement for reasonable
business expenses, relocation from Denver, Colorado to Lubbock, Texas, a
$600 per month vehicle allowance, reimbursement for vehicle business
mileage at the standard mileage rate set by the Internal Revenue Service,
and incentive, retirement, profit-sharing, life, medical, disability and
other benefit plans as may be available to the Company's other executives
with comparable responsibilities, subject to the terms of those programs.
Pursuant to the employment agreement, the Company will pay the costs of all
continuing professional education courses required for Mr. Rinehart to
maintain his certified public accountant license, as well as all
professional dues and licenses attributable to his certified public
accountant license.
If the Company terminates Mr. Rinehart's employment for other than
cause or non-performance, both as defined in the employment agreement, the
Company would be required to pay him severance pay equal to one year's base
salary. If Mr. Rinehart should terminate his employment for cause, as
defined in the employment agreement, he will be entitled to severance pay
equal to the lesser of one year's base salary and the unpaid balance of his
salary which would be payable to him through May 31, 2005. Mr. Rinehart has
agreed, pursuant to the employment agreement, not to compete with the
Company during his employment and for a period of two years following
termination of his employment (subject to certain exceptions detailed in
his employment agreement). Further, Mr. Rinehart has agreed not to disclose
any of the Company's confidential information at any time during or
subsequent to his employment with the Company without its written consent.
Jerry W. Brantley. Prior to Mr. Brantley leaving the Company, the
Company was a party to an amended and restated employment agreement with
him, effective October 1, 1999.
On January 23, 2001, the Company announced that Mr. Brantley left
the Company and is pursuing other interests.
W. Don Stull. Before his departure from the Company, the Company
was a party to an amended and restated employment agreement with W. Don
Stull, effective October 29, 1999. Mr. Stull left the Company on September
20, 2000. In connection with the termination of his employment, Mr. Stull
entered into a separation and release agreement with the Company. In
addition to the payments described under the "All Other Compensation"
column in the summary compensation table, vesting was accelerated with
respect to an aggregate of 57,001 of Mr. Stull's options pursuant to the
separation agreement.
Compensation of Directors
The Company does not pay cash fees to its non-employee directors.
Pursuant to the long-term incentive plan, each of the Company's directors
is granted an initial option to purchase 28,000 shares of Common Stock on
the date he or she joins the Board of Directors. All initial options will
expire on the tenth anniversary of the date of grant. In addition to the
initial option, each independent director will receive an annual grant
pursuant to the long-term incentive plan of an option to purchase that
number of shares of Common Stock equal to $60,000 divided by the fair
market value of Common Stock on the date of grant. The annual option will
be granted on the date of the first full meeting of the Board of Directors
following the end of each fiscal year. The annual option will immediately
vest on the date of grant and will expire on the tenth anniversary of the
date of grant. The exercise price of options granted to independent
directors equal to the fair market value of the Common Stock on the date of
grant. All of the Company's directors are entitled to reimbursement of
their reasonable out-of-pocket expenses in connection with their travel to,
and attendance at, meetings of the Board of Directors or committees
thereof.
Compensation Committee Interlocks and Insider Participation
The Compensation Committee currently consists of Messrs. Marshall
and Hyde. None of these committee members are or have been executive
officers of the Company or its subsidiaries.
Compensation Committee Report on Executive Compensation
The Company's executive compensation philosophy reflects its
belief that the compensation of executives should:
o be linked to achievement of its business and strategic
goals;
o be aligned with the interests of stockholders through
awards of stock options and other stock-based
compensation;
o recognize individual contributions, as well as overall
business results; and
o result in attracting, motivating and retaining
highly-talented executives to serve it.
To achieve these objectives, the Company's current compensation
program consists of the following elements:
o base salary;
o annual incentive compensation, the receipt of which is
based on:
o its financial performance from year to year; and/or
o significant individual contributions; and
o long-term incentive compensation, primarily in the form
of stock options.
CEO Compensation. The structure of Mr. Sharbutt's fiscal 2000
compensation was based in part on comparisons to the compensation of
executives in similar positions with other companies in the industry, as
well as Mr. Sharbutt's level of responsibility, experience and contribution
to the Company's business objectives and the Board's ongoing assessment of
the Company's operations. In accordance with such factors, the Company
entered into an employment agreement with Mr. Sharbutt, effective October
1, 1999 (see "Employment Agreements--David E. Sharbutt"). This agreement
provides for Mr. Sharbutt's base salary and eligible quarterly bonuses upon
the achievement of certain performance targets established by the Board of
Directors. The Board believes that the structure of Mr. Sharbutt's
compensation, with its emphasis on the Company's performance, is in the
best interest of the Company's stockholders because it more closely aligns
the interests of Mr. Sharbutt and the Company's stockholders. Mr.
Sharbutt's fiscal year 2000 bonus was paid as a result of the achievement
by the Company of performance targets related to EBITDA, revenue per user
and subscriber targets.
Other Executive Officer Compensation. The Company's philosophy for
the compensation of its other executive officers focuses on each
individual's level of responsibility, experience and contribution to the
Company's business objectives and the Board's ongoing assessment of the
Company's operations. The Board of Directors places emphasis on
compensation that closely aligns the executive's interests with the
stockholders' interests. Therefore, a significant percentage of each
executive officer's total compensation is tied to the Company's performance
through:
o bonus eligibility, based on a combination of its
performance and individual achievement; and
o stock option awards.
Deductibility of Compensation to Executive Officers. The federal
income tax law limits the deductibility of certain compensation paid to the
chief executive officer and the four most highly compensated executives
(the "covered employees") in excess of the statutory maximum of $1 million
per covered employee. The organization and compensation committee's general
policy is, where feasible, to structure the compensation paid to the
covered employees so as to maximize the deductibility of such compensation
for federal income tax purposes; however, the committee shall retain the
flexibility, where necessary to promote the incentive and retention goals
described above, to pay compensation which may not be deductible.
Compensation Committee:
Thomas Hyde
Schuyler Marshal
Reagan W. Silber
PERFORMANCE GRAPH
The following performance graph compares the cumulative total
stockholder total return on the Common Stock from February 3, 2000 through
December 31, 2000 against the cumulative total return of The Nasdaq Stock
Market (U.S. Companies) Index, The Nasdaq Stock Market Telecommunications
Index and a peer group selected by the Company for the same period. The
peer group consists of the following three companies (which, together with
the Company, represent all of the Sprint PCS network partners whose stock
was publicly traded over the relevant measurement period): Airgate PCS,
Inc., UbiquiTel Inc. and US Unwired Inc.
[GRAPHIC OMITTED]
Cumulative Total Return
-------------------------
2/3/00 12/31/00
Alamosa Holdings, Inc. (1) $100.00 $47.06
NASDAQ Composite Index $100.00 $58.67
NASDAQ Telecommunications Index $100.00 $44.64
Sprint PCS Network Partner Peer Group $100.00 $28.81
(1) The common stock of the Company began trading on The Nasdaq
National Market on February 3, 2000, under the symbol "APCS."
Prior to that date there was no public market for the common stock
of the Company.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Formation of Alamosa PCS, LLC
On July 24, 1998, Alamo IV LLC, Rosewood Telecommunications,
L.L.C., Tregan International Corp., West Texas PCS, LLC and Longmont PCS,
LLC formed Alamosa PCS, LLC. Those investors received membership interests
in exchange for their capital commitments. The investors amended the
formation documents on December 11, 1998 to allow for a new member, Yellow
Rock PCS, L.P., and to modify their membership interests and capital
commitments. Yellow Rock agreed to contribute a total of $400,000 of
capital in exchange for a 0.82% membership interest in Alamosa PCS, LLC.
Pursuant to the agreement, Yellow Rock committed to a funding schedule
beginning with a payment of $123,711 on December 15, 1998 and ending on
January 1, 2001. The original investors retained the remaining 99.18%
membership interest in Alamosa PCS, LLC in exchange for their capital
commitments of $48,100,000. In November 1999, the members of Alamo IV LLC
dissolved Alamo IV LLC and distributed Alamo IV's membership interest in
Alamosa PCS, LLC to Alamo IV's members.
The obligations to commit capital and the other regulations under
the formation documents were eliminated when the Company reorganized from a
limited liability company to a holding company structure prior to the
closing of the Company's initial public offering in February 2000.
EDC Credit Facility Guarantees
In connection with the credit agreement entered into between
Nortel and the Company, which Nortel assigned to EDC and the Company
acknowledged, each of the Company's stockholders pledged its ownership
interest in the Company to Nortel to guaranty the Company's obligations
under the Nortel credit agreement. The rights and obligations of Nortel
under the credit agreement were assigned to EDC. The Company's stockholders
were required to secure their unfunded contributions with either a letter
of credit or a marketable securities pledge agreement. Each guaranty,
pledge, letter of credit and marketable securities pledge agreement
terminated prior to the closing of the Company's initial public offering.
Agreements with CHR Solutions
The Company has entered into a number of agreements with CHR
Solutions as described in more detail below. During fiscal year 2000, the
Company paid CHR Solutions approximately $6.3 million under these
agreements. David Sharbutt, the Company's Chairman and Chief Executive
Officer, was at the time the agreements were executed the President, Chief
Executive Officer, a director and a shareholder of CHR Solutions. Mr.
Sharbutt no longer holds any of these positions at CHR Solutions.
o On July 27, 1998, the Company entered into an engineering
service agreement with CHR Solutions that is to last through
August 2001 for a maximum fee of approximately $7.0 million,
excluding taxes.
o As of April 9, 1999, the Company entered into a data
communications services agreement with CHR Solutions to
perform design and implementation services for the Company in
connection with the Company's wide area network and local area
networks for a maximum fee of $262,040, excluding taxes. The
agreement lasts until the project is completed, unless either
party terminates it earlier for cause.
o As of October 8, 1999, the Company entered into a special
service agreement with CHR Solutions to perform marketing and
operations consulting services in selected areas in Wisconsin
for a maximum fee of $100,000, excluding taxes. This agreement
lasts until the project is completed, unless either party
terminates it earlier.
o As of October 8, 1999, the Company entered into a special
service agreement with CHR Solutions to perform business
planning and consulting services and a feasibility study in
selected areas of Wisconsin for a fixed fee of $81,000. This
agreement lasts until the project is completed, unless either
party terminates it earlier.
o As of October 8, 1999, the Company entered into a special
service agreement with CHR Solutions to perform business
planning and consulting services and a feasibility study in
selected areas of the Company's territory for an estimated
probable cost of $200,000, excluding taxes. This agreement
lasts until the project is completed, unless either party
terminates it earlier.
o As of October 8, 1999, the Company entered into a special
service agreement with CHR Solutions to provide the Company
with radio frequency "drive testing" to predict the
propagation characteristics of given areas in the Company's
territory for an estimated probable cost of $62,085, excluding
taxes. This agreement lasts until the project is completed,
unless either party terminates it earlier.
o As of November 20, 1999, the Company entered into a special
service agreement with CHR Solutions, who provided the Company
with marketing and operations consulting services for a
maximum amount of $100,000, excluding taxes.
o As of January 28, 2000, the Company entered into a
professional services agreement with CHR Solutions to develop
the sub-affiliate program from the development of a model
through the execution of the sub-affiliate program. The
estimated probable costs of the services are $248,000. Either
party may terminate the agreement without penalty at any time
with or without cause upon giving the other party 30 days
prior written notice.
Agreements with Tech Telephone Company Limited Partnership
As of April 6, 1999, the Company entered into a telecommunications
service agreement with Tech Telephone Company Limited Partnership, an
affiliate of CHR Solutions, to install and provide DS1 telecommunications
lines between Sprint PCS and the Company's Lubbock operations and between
the Company's Lubbock operations and the Company's other markets. The
original term of the agreement is three years, with automatic renewal for
successive 30-day terms until terminated by either party. As of August 13,
1999, the Company entered into a distribution agreement with TechTel
Communications Corporation, an affiliate of CHR Solutions, authorizing it
to become a third party distributor of Sprint PCS products and services for
the Company in a standard agency agreement identical with numerous other
agreements between the Company and other third party distributors. Pursuant
to the distribution agreement, TechTel Communications Corporation is
obligated to purchase ten handsets from the Company every quarter for the
term of one year. During fiscal year 2000, the Company paid approximately
$1.7 million under these agreements.
Agreement with American Tower Corporation
In August 1998, the Company entered into a nonexclusive master
site development and lease agreement for tower sites with OmniAmerica
Development Corp., formerly known as Specialty Capital Services, Inc., a
subsidiary of Specialty Teleconstructors, Inc. that has since merged with
American Tower Corporation. Pursuant to the agreement, American Tower
arranges for collocation of the Company's equipment, or constructs new
facilities, in areas the Company identifies for build-out. The initial term
of the master agreement expires in August 2003, with automatic renewal for
three additional terms of five years each. The agreement provides for
monthly payments aggregating to approximately $5.0 million per year,
subject to an annual adjustment based on the Consumer Price Index. During
fiscal year 2000, the Company paid approximately $2.4 million for these
services.
Michael Budagher, who is one of the Company's directors and a
manager of West Texas PCS, LLC and Budagher Family, LLC, two of the
Company's stockholders, was, at the time the agreement was entered into the
Vice Chairman, Chief Operating Officer and a director of Specialty
Teleconstructors, Inc., and the Chief Executive Officer, President and sole
director of Specialty Capital Services, Inc. Michael Budagher is also a
member and the General Manager of the Budagher Family, LLC, which was, at
the time the agreement was entered into, a stockholder of Specialty
Teleconstructors, Inc. Mr. Budagher no longer holds any of these positions
at Specialty Capital Services, Inc. or Specialty Teleconstructors, Inc.
However, he is a stockholder of American Tower Corporation.
Reserve of Shares by Underwriters
As part of the initial public offering of Common Stock, the
underwriters reserved a maximum of 10% of the shares of Common Stock sold
in the offering for sale to the persons who were stockholders of the
Company at the time prior to the offering at a price per share of $15.8525,
the public offering price less the underwriting discount. The underwriters
were not entitled to any discount or commission on these shares and the
proceeds to the Company were the same as if the shares were sold to the
general public. The persons who were stockholders of the Company at the
time prior to the offering purchased 757,589 shares pursuant to this
arrangement.
In connection with the Company's initial public offering, Salomon
Smith Barney Inc. reserved up to approximately five percent of the shares
being offered as directed shares for sale at the initial public offering
price to persons who were directors, officers or the Company's employees,
or who were otherwise associated with the Company and its affiliates or
employees, and who advised the Company of their desire to purchase these
shares. The number of shares of common stock available for sale to the
general public was reduced to the extent of sales of directed shares to any
of the persons for whom they were reserved. A total of 535,000 shares of
common stock were so purchased by such persons.
Agreements with Messrs. Michael V. Roberts and Steven C. Roberts
On February 14, 2001, the Company completed its acquisition of
Roberts Wireless. Messrs. Michael V. Roberts and Steven C. Roberts, who are
directors of the Company, were the sole owners of Roberts Wireless.
Pursuant to the terms of the merger agreement with Roberts Wireless, upon
closing of the transaction, each of Messrs. Michael V. Roberts and Steven
C. Roberts was entitled to receive 6,750,000 shares of Common Stock and
approximately $2.0 million in cash as consideration in respect of his
ownership interests in Roberts Wireless. The terms of the acquisition
agreement, including the consideration payable to Messrs. Michael V.
Roberts and Steven C. Roberts, were determined on the basis of arm's length
negotiations between the Company and Messrs. Michael V. Roberts and Steven
C. Roberts. Messrs. Michael V. Roberts and Steven C. Roberts were appointed
to the Board of Directors of the Company upon completion of the Roberts
Wireless acquisition.
In connection with the acquisition of Roberts Wireless, the
Company entered a number of arrangements with Messrs. Michael V. Roberts
and Steven C. Roberts and certain companies affiliated with them as
described in more detail below.
o Loan Agreement with Messrs. Michael V. Roberts and Steven C.
Roberts. On June 30, 2000, Alamosa Operations, Inc.
("Alamosa Operations"), a wholly-owned subsidiary of the
Company (as lender) entered into a loan agreement with
Messrs. Michael V. Roberts and Steven C. Roberts (as
borrowers) whereby Alamosa Operations agreed to lend $10.0
million to Messrs. Michael V. Roberts and Steven C. Roberts.
The proceeds from this loan were used to fund capital and
operation requirements of Roberts and Roberts Tower Company
("Roberts Tower"), a corporation owned and operated by
Messrs. Michael V. Roberts and Steven C. Roberts.
o Roberts Wireless Loan Agreement. On July 31, 2000, Alamosa
Operations (as lender) entered into a loan agreement with
Roberts Wireless (as borrower). In connection with the loan
agreement, Roberts Wireless assumed certain obligations of
Messrs. Michael V. Roberts and Steven C. Roberts under the
June 30 loan agreement to the extent the proceeds of that
loan were used to make capital contributions to Roberts
Wireless. As of December 31, 2000, approximately $23.8
million had been funded under the Roberts Wireless loan
agreement. At the completion of the Roberts Wireless
acquisition, the Roberts Wireless promissory note was
transferred to Alamosa (Delaware) and contributed as equity
to its wholly owned subsidiary, Alamosa Holdings, LLC.
o Roberts Tower Loan Agreement. On October 18, 2000, Alamosa
Operations (as lender) and Roberts Tower (as borrower)
entered into a loan agreement whereby Alamosa Operations
agreed to lend up to $15.0 million to Roberts Tower, to be
used for the purposes of repaying all remaining amounts owed
by Messrs. Michael V. Roberts and Steven C. Roberts under
the June 30 loan agreement and funding the construction of
wireless telecommunications towers for use by Roberts
Wireless through the completion of the merger with Roberts
Wireless. As of December 31, 2000, approximately $13.2
million had been funded under the Roberts Tower loan
agreement. In February 2001 the loan was paid in full.
o Joint Venture Development Agreement. On October 30, 2000,
the Company and Messrs. Michael V. Roberts and Steven C.
Roberts entered into a joint venture development agreement.
Pursuant to the agreement, if either Mr. Michael V. Roberts
or Mr. Steven C. Roberts (each a "Project Member")
undertakes an international telecommunications business
venture (a "Project") and desires for the Company to be
involved in that Project, then before the Project Member
enters into a letter of intent or binding agreement of any
nature with another person regarding the Project, written
notice must be given to the Company and the Company has 60
days to notify the Project Member of its desire to
participate in the Project. During such 60 day period, the
Company has the exclusive right to elect to participate in
the Project. Promptly after the Company gives a notice of
participation, the Company and the Project Member shall form
a project entity and shall execute an agreement setting
forth the terms, covenants, conditions and provisions for
the purpose, ownership, management, financing and operating
of the Project. Unless the Project Member and the Company
agree to a different arrangement, the Company will have a
50% interest in each project entity and the Company will
have full managerial control of each project entity. Except
as described above, neither the Project Members nor the
Company is obligated to bring to the other any opportunity
to participate in a Project or any activity, domestic or
international.
o Consulting Agreements. On January 29, 2001, the Company
entered into five-year consulting agreements with each of
Messrs. Michael V. Roberts and Steven C. Roberts. The
consulting agreements provide each of them with an annual
compensation of $125,000, which is paid monthly.
o Right of First Negotiation Agreement. On February 14, 2001,
the Company and Roberts Tower entered into a right of first
negotiation agreement which grants Roberts Tower a right to
negotiate tower leases on a "build-to-suit" basis within the
Company's present and future territory. During the term of
the agreement, whenever the Company or one of its
subsidiaries is required to "build to suit" communications
towers within the present or future territories in which it
operates, the Company must notify Roberts Tower and Roberts
Tower will have the exclusive right for a period of 30 days
to negotiate with the Company to provide such towers. After
such 30 day period, if the Company has not reached an
agreement with Roberts Tower, the Company may obtain such
tower sites from other third parties. The term of this
agreement is five years.
o Resale Agreement. On February 14, 2001, the Company and
Messrs. Michael V. Roberts and Steven C. Roberts entered
into a resale agreement which permits Messrs. Michael V.
Roberts and Steven C. Roberts to buy air time at a discount
for resale on a basis no less favorable than any other
similar agreement to which the Company may be a party.
Messrs. Michael V. Roberts and Steven C. Roberts may resell
such airtime anywhere where such resales are permitted under
applicable law. Any arrangement between the Company and
Messrs. Michael V. Roberts and Steven C. Roberts for resales
and use of air time will be subject to all required
approvals of Sprint, Sprint Spectrum and Sprint PCS and/or
any other applicable Sprint entities.
o Master Lease Agreement. On February 14, 2001, Roberts
Wireless and Roberts Tower entered into a master lease
agreement which provides for the lease from Roberts Tower by
Roberts Wireless of certain buildings, towers, tanks and /or
improvements thereon for the purpose of installing,
operating and maintaining communications facilities and
services thereon. The initial term of the master lease
agreement expires in February 2006, and Roberts Wireless has
the right to extend the initial term of the lease for four
additional terms of five years each. The agreement provides
for monthly payments aggregating to approximately $16,800
per year, subject to an annual adjustment of 4% per annum.
Other Related Party Transactions
In connection with the Company's distribution and sales of Sprint
PCS wireless communications equipment, on December 28, 1998, the Company
entered into a long-term agreement to lease space for a retail store in
Lubbock, Texas with Lubbock HLH, Ltd., principally owned by Mr. Hart, who
is one of the Company's directors and the general manager of South Plains
Telephone Cooperative, Inc., one of the Company's stockholders. This lease
has a term of 15 years and provides for monthly payments aggregating to
approximately $110,000 a year, subject to adjustment based on the Consumer
Price Index on the first day of the sixth lease year and on the first day
of the eleventh lease year. During fiscal year 2000, approximately $100,000
was paid under this lease.
AUDIT COMMITTEE REPORT
The Audit Committee has reviewed and discussed the Company's
audited financial statements for the fiscal year ended December 31, 2000
with management and has received the written disclosures and the letter
from PricewaterhouseCoopers LLP, the Company's independent auditors,
required by Independent Standards Board Standard No. 1 (Independent
Discussions with Audit Committee). The Audit Committee has also discussed
with PricewaterhouseCoopers LLP the Company's audited financial statements
for the fiscal year ended December 31, 2000, including among other things
the quality of the Company's accounting principles, the methodologies and
accounting principles applied to significant transactions, the underlying
processes and estimates used by management in its financial statements and
the basis for the auditor's conclusions regarding the reasonableness of
those estimates, and the auditor's independence, as well as the other
matters required by Statement on Auditing Standards No. 61 of the Auditing
Standards Board of the American Institute of Certified Public Accountants.
Based on these discussions with PricewaterhouseCoopers LLP and the
results of the audit of the Company's financial statements, the Audit
Committee members recommended unanimously to the Board of Directors that
the audited financial statements be included in the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 2000, for filing with
the Securities and Exchange Commission.
The Audit Committee:
Michael R. Budagher Ray M. Clapp
Tom M. Phelps Jimmy R. White
RATIFICATION OF AUDITORS
(Proposal 2)
At the recommendation of the Audit Committee, the Board of
Directors has selected PricewaterhouseCoopers LLP to serve as auditors of
the Company for its fiscal year ending December 31, 2001. Although
stockholder ratification of the Board of Directors' action in this respect
is not required, the Board of Directors considers it desirable for
stockholders to pass upon the selection of auditors and, if the
stockholders do not ratify the selection, may reconsider its selection.
Ratification of the appointment of independent auditors of the
Company requires the affirmative vote of the holders of a majority of the
outstanding shares of capital stock entitled to vote thereon who are
present, either in person or by proxy, at the Meeting. With respect to the
ratification of the appointment of auditors of the Company, abstentions
from voting will have the same effect as voting against such matter and
"broker non-votes," if any, will be disregarded and have no effect on the
outcome of the vote.
Representatives of PricewaterhouseCoopers LLP are expected to be
present at the Meeting, will have an opportunity to make a statement if
they so desire and will be available to respond to appropriate questions
from stockholders.
The Company has been informed by PricewaterhouseCoopers LLP that
neither the firm nor any of its members or their associates has any direct
financial interest or material indirect financial interest in the Company
or its affiliates. During the Company's fiscal year ended December 31,
2000, the Company was billed the following aggregate fees by
PricewaterhouseCoopers LLP:
Audit Fees. The aggregate fees billed by PricewaterhouseCoopers
LLP to the Company for professional services rendered for the audit of the
Company's annual financial statements for the Company's fiscal year ended
December 31, 2000 and the reviews of the financial statements included in
the Company's Forms 10-Q for that fiscal year was $193,158.
Financial Information Systems Design and Implementation Fees. No
fees were billed by PricewaterhouseCoopers LLP to the Company for the
professional services described in Paragraph (c)(4)(ii) of Rule 2-01 of
Regulation S-X (financial information systems design and implementation
services). No such services were rendered by PricewaterhouseCoopers LLP to
the Company for the Company's fiscal year ended December 31, 2000.
All Other Fees. The aggregate fees billed by
PricewaterhouseCoopers LLP to the Company for professional services
rendered to the Company for its fiscal year ended December 31, 2000, other
than the Audit Fees and Financial Information Systems Design and
Implementation Fees described in the preceding two paragraphs, was
$1,617,879. The principal non-audit services provided by
PricewaterhouseCoopers LLP during fiscal 2000 were (i) assistance with SEC
registration statements, (ii) assistance with business acquisitions and
(iii) tax and accounting consulting services.
The Audit Committee of the Company's Board of Directors has
concluded that the provision of these non-audit services is compatible with
maintaining PricewaterhouseCoopers LLP's independence.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS
VOTE "FOR" THE RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS
LLP AS THE COMPANY'S AUDITORS.
ELECTION OF DIRECTORS OF ALAMOSA (DELAWARE), INC.
(Proposal 3)
The amended and restated by-laws of each of Alamosa Holdings and
Alamosa PCS Holdings contain a provision (together, the "Pass-Through
Voting Provisions") which together have the effect of requiring that the
shares of common stock of Alamosa (Delaware) that are owned by Alamosa PCS
Holdings may only be voted by Alamosa PCS Holdings in proportion to the
vote of, or as directed by the vote of, the stockholders of Alamosa
Holdings. As a result of the Pass-Through Voting Provisions, Alamosa PCS
Holdings, as the sole stockholder of Alamosa (Delaware), may only vote its
shares of Alamosa (Delaware) stock on the election of directors of Alamosa
(Delaware) in proportion to, or as directed by, a vote of the stockholders
of Alamosa Holdings.
Pursuant to the Alamosa (Delaware) Certificate of Incorporation
(the "Alamosa (Delaware) Certificate"), the Alamosa (Delaware) Board of
Directors consists of three classes of directors with overlapping three
year terms. The Alamosa (Delaware) Certificate also states that the number
of directors shall be not less than three, with the exact number to be set
from time to time by the Alamosa (Delaware) Board of Directors. The Alamosa
(Delaware) Board of Directors currently consists of eight directors. One
class of directors is to be elected each year with the term of each such
class expiring on the third succeeding annual meeting after the election of
such class. At the Meeting, three directors will be elected to serve for a
three year term and until their successors shall have been elected and
qualified. Unless otherwise indicated on any proxy, the proxy holders
intend to vote the shares represented by such proxy for each of the three
nominees standing for re-election as set forth below. If the proxy is
executed in such a manner as to withhold authority to vote for one or more
nominees for director, such instructions will be followed by the persons
named as proxies.
Directors of Alamosa (Delaware) will be elected by a plurality of
the votes cast at the Meeting. In the election of directors of Alamosa
(Delaware), votes to withhold authority, abstentions from voting and
"broker non-votes," if any, will be disregarded and have no effect on the
outcome of the vote.
Unless otherwise indicated on any proxy, the votes applicable to
shares represented by properly executed proxies in the accompanying form
will be cast in favor of the three nominees named below. While it is not
anticipated that any of the nominees will be unable to serve, if any should
be unable to serve, the proxy holders reserve the right to substitute any
other person.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS
VOTE "FOR" THE ELECTION OF EACH OF THE THREE NOMINEES IDENTIFIED BELOW.
CURRENT DIRECTORS WHO ARE NOMINEES FOR REELECTION
-------------------------------------------------
New Term Will Expire
Name Age at Annual Meeting In
- ---- --- --------------------
Ray M. Clapp, Jr. 41 2004
Thomas Hyde 56 2004
Jimmy R. White 61 2004
CONTINUING DIRECTORS WHOSE TERMS ARE NOT EXPIRING
Term Expires
Name Age at Annual Meeting In
- ---- --- --------------------
Michael R. Budagher 42 2002
Schuyler B. Marshall 55 2002
David E. Sharbutt 51 2003
Scotty Hart 50 2003
Tom M. Phelps 51 2003
For a description of the biographies of each of the nominees and
each continuing director, see pages 4-6.
AMENDMENT AND RESTATEMENT OF THE RESTATED CERTIFICATE OF
INCORPORATION OF ALAMOSA (DELAWARE), INC.
(Proposal 4)
The Board of Directors of Alamosa (Delaware) has approved an
amendment and restatement of the Alamosa (Delaware) Certificate of
Incorporation in the form of Appendix B hereto. Under applicable Delaware
law, the amendment and restatement of the Alamosa (Delaware) Certificate
requires the approval and adoption of such amendment and restatement by the
sole stockholder of Alamosa (Delaware). However, as a result of the
Pass-Through Voting Provisions, the sole stockholder of Alamosa (Delaware)
may only vote its shares of Alamosa (Delaware) stock on the approval and
adoption of the amended and restated Alamosa (Delaware) Certificate in
proportion to, or as directed by, the vote of the Company's stockholders.
The proposed amendment and restatement of the Alamosa (Delaware)
Certificate serves two purposes. First, the proposed amendment will
decrease the number of authorized shares of common stock of Alamosa
(Delaware). Currently, the Alamosa (Delaware) Certificate authorizes
Alamosa (Delaware) to issue up to 10,000 shares of capital stock consisting
of (i) 9,000 shares of common stock, par value $0.01 per share and (ii)
1,000 shares of preferred stock, $0.01 par value per share. The amendment
to the Alamosa (Delaware) Certificate would decrease the number of
authorized shares of Alamosa (Delaware) common stock to 1,000 and eliminate
the authorization of the Alamosa (Delaware) preferred stock. Decreasing the
authorized capital stock will decrease Alamosa (Delaware)'s franchise taxes
in the State of Delaware. Because Alamosa (Delaware) is a wholly owned
subsidiary, Alamosa (Delaware) does not expect to issue any additional
preferred or common shares in the foreseeable future.
Second, the proposed amendment will eliminate certain provisions
currently contained in the Alamosa (Delaware) Certificate that were
appropriate for the certificate of incorporation of a public company but
are no longer appropriate for the certificate of incorporation of a wholly
owned subsidiary. Such provisions include a provision prohibiting
stockholder action by written consent and a provision containing special
voting and other substantive requirements for transactions between Alamosa
(Delaware) and any "interested stockholder." Eliminating these provisions
will allow Alamosa (Delaware) to more efficiently conduct its business.
Approval and adoption of the amendment and restatement of the
Restated Certificate of Incorporation of Alamosa (Delaware) requires the
affirmative vote of the holders of a majority of the outstanding stock of
the Company entitled to vote thereon. Abstentions from voting and "broker
non-votes" will have the same effect as votes against the adoption of the
amendment.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS
VOTE "FOR" THE ADOPTION OF THE PROPOSED AMENDMENT AND RESTATEMENT OF THE
ALAMOSA (DELAWARE) CERTIFICATE OF INCORPORATION.
SUBMISSION OF STOCKHOLDER PROPOSALS
Stockholder proposals intended for inclusion in the next year's
proxy statement pursuant to Rule 14a-8 under the Exchange Act must be
directed to the Corporate Secretary, Alamosa Holdings, Inc., at 5225 S.
Loop 289, Lubbock, Texas 79424, and must be received by [ ], 2002. In order
for proposals of stockholders made outside of Rule 14a-8 under the Exchange
Act to be considered "timely" within the meaning of Rule 14a-4(c) under the
Exchange Act, such proposals must be received by the Corporate Secretary at
the above address by [ ], 2002. The Company's By-laws require that
psoposals of stockholders made outside of Rule 14a-8 under the Exchange Act
must be submitted, in accordance with the requirements of the By-laws, not
later than [ ], 2002 and not earlier than [ ], 2002.
OTHER MATTERS
Copies of the Annual Report to Stockholders for fiscal 2000 are
being mailed to stockholders simultaneously with this Proxy Statement.
The Board of Directors knows of no other matters to be presented
at the meeting. If any other matters come before the meeting, it is the
intention of the proxy holders to vote on such matters in accordance with
their best judgment.
-----------------------
The expense of proxy solicitation will be borne by the Company.
The solicitation is being made by mail and may also be made by telephone,
facsimile, or personally by directors, officers, and regular employees of
the Company who will receive no extra compensation for their services. The
Company will reimburse banks, brokerage firms and other custodians,
nominees and fiduciaries for reasonable expenses incurred by them in
sending proxy material to beneficial owners of the Common Stock.
By Order of the Board of Directors
Kendal Cowan
Chief Financial Officer and Secretary
Appendix A
Alamosa PCS Holdings, Inc.
Audit Committee Charter
Adopted April 25, 2000
I. PURPOSE OF THE COMMITTEE
The Audit Committee (the "Committee") of Alamosa PCS Holdings,
Inc. (the "Company") is a committee of the Board of Directors. Its
primary function is to assist the Board of Directors in fulfilling
its oversight responsibilities by reviewing (i) the financial
information which will be provided to the shareholders, potential
shareholders, the investment community and others; (ii) the
systems of internal controls which management and the Board of
Directors have established; and (iii) the audit process.
II. ORGANIZATION
The Committee will be organized as follows:
1. Frequency of Meetings. The Committee shall meet at least
four times per year or more frequently as circumstances
require. The Committee may ask members of management or
others to attend the meeting and provide pertinent
information as necessary.
2. Size of Committee. The Committee shall have at least
three members, who shall serve at the pleasure of the
Board of Directors.
3. Qualifications. All members shall be independent
directors, except that, in exceptional and usual
circumstances, one member of the Committee may not be an
independent director if he or she is neither a current
employee of the company nor a family member of an
employee of the company and the Board of Directors
determines that the person's Committee membership is
required by the best interest of the Company and its
shareholders. An "independent director" is a person who:
(a) is not employed by the Company or any of its
affiliates for the current year or any of the
past three years,
(b) does not accept any compensation from the
Company or any of its affiliates in excess of
$60,000 during the previous fiscal year, other
than compensation for board service, benefits
under a tax re-qualified retirement plan, or
non-discretionary compensation;
(c) is not a member of the immediate family of an
individual who is, or has been in any of the
past three years, employed by the Company or any
of its affiliates as an executive officer,
(d) is not a partner in, or a controlling
shareholder or an executive officer of, any
for-profit business organization to which the
Company made, or from which the Company
received, payments (other than those arising
solely from investments in the Company's
securities) that exceeded 5% of the Company's or
the business organization's consolidated gross
revenues for that year, or $200,000, whichever
is more, in any of the past three years,
(e) is not employed as an executive of another
entity where any of the Company's executives
serve on that entity's compensation committee,
and
(f) does not have a relationship that, in the
opinion of the Board of Directors of the
Company, would interfere with the exercise of
independent judgment in carrying out the
responsibilities of a director.
Immediate family includes a person's spouse, parents,
children, siblings, mother-in-law, father-in-law,
brother-in-law, sister-in-law, son-in-law,
daughter-in-law, and anyone who resides in that
person's home.
4. Appointment. The Committee members and the Committee
chairman shall be designated by the full Board of
Directors upon the recommendation of the Nominating
Committee of the Board of Directors.
III. ROLES AND RESPONSIBILITIES
In meeting its responsibilities, the Committee will:
1. Communication with Auditor. Provide an open avenue of
communication between the internal auditor, the
independent accountant and the Board of Directors,
including meeting with the internal auditor, the
independent accountant and management in separate
executive sessions to discuss any matters that the
Committee or any of these persons believe should be
discussed privately with the Committee.
2. Charter. Review and update the Committee's charter
annually.
3. Accountability. Confirm with the independent accountant
the accountant's ultimate accountability to the Board of
Directors and the Audit Committee, as representatives of
the shareholders.
4. Oversight. Select and recommend to the Board of Directors
the independent accountant to be proposed for shareholder
approval, approve the compensation of the independent
accountant, review and evaluate the independent
accountant, and recommend to the Board of Directors the
discharge of the independent accountant.
5. Placement of Staff. Review and concur in the appointment,
replacement, reassignment or dismissal of the Company's
audit staff.
6. Independence. Take action, or recommend that the full
Board of Directors take action, to oversee the
independence of the independent accountant by, among
other things, (i) receiving from the independent
accountant a formal written statement delineating all
relationships between the accountant and the Company,
consistent with Independence Standards Board Standard 1,
and (ii) actively engaging in a dialogue with the
accountant with respect to any disclosed relationships or
services that may impact the objectivity and independence
of the accountant.
7. Risks. Inquire of management, the internal auditor and
the independent accountant about significant risks or
exposures and assess the steps management has taken to
minimize such risk to the Company.
8. Audit Scope. Review with the Company's audit staff the
audit scope and plan, including the coordination of audit
effort between the internal auditor and the independent
accountant, to assure completeness of coverage, reduction
of redundant efforts and the effective use of audit
resources.
9. Other Auditors. Consider with management and the
independent accountant the rationale for employing audit
firms other than the principal independent accountant.
10. MD&A. Review Management's Discussion and Analysis (MD&A)
included in Form 10-K.
11. Annual Examination. Review with management and the
independent accountant at the completion of the annual
examination:
(a) The Company's annual financial statements and
related footnotes.
(b) The independent accountant's audit of the
financial statements its report thereon.
(c) Any significant changes required in the
independent accountant's audit plan.
(d) Any serious difficulties or disputes with
management encountered during the course of the
audit.
(e) Other matters related to the conduct of the audit
which are to be communicated to the Committee
under generally accepted auditing standards or any
other concerns.
(f) The Company's compliance with its loan agreements.
(g) The existence of significant estimates and the
rationale behind those estimates as well as any
significant changes in such estimates.
(h) All fees paid to the independent accountant for
the previous fiscal year.
(i) Any significant transactions that were not a
normal part of the Company's business.
(j) Any change in accounting principles.
(k) Any prior period adjustments.
(l) The initial reporting of any signification loss or
gain contingency (or significant change in the
magnitude of any contingency).
(m) The "Management Letter" from the independent
accountants.
12. Internal Controls. Consider and review with management,
the independent accountant and the internal auditor:
(a) The adequacy of the Company's internal controls,
including the adequacy of controls and security
for management information systems and other
information technology.
(b) Any related significant findings and
recommendations of the independent accountant and
internal audit together with management's
responses thereto.
13. Internal Review. Consider and review with management and
the internal auditor:
(a) Significant findings during the year and
management's responses thereto.
(b) Any difficulties encountered in the course of
their audits, including any restrictions on the
scope of their work or access to required
information.
(c) Any changes required in the planned scope of
their audit plan.
(d) The internal auditing department budget and
staffing.
(e) The internal audit department charter.
(f) The internal auditor's compliance with the
Institute of Internal Auditors Standards for the
Professional Practice of Internal Audits.
14. SEC Filings. Review filings with the Securities and
Exchange Commission (the "SEC") and other published
documents containing the Company's financial statements
and consider whether the information contained in these
documents is consistent with the information contained in
the financial statements.
15. Compliance. Review the Company's policies relating to
compliance with laws and regulations; the Company's code
of conduct; ethics; officers' expense accounts,
perquisites, and use of corporate assets; conflict of
interest and the investigation of misconduct or fraud.
Determine the extent to which the planned audit scope of
the internal auditor and independent accountant can be
relied on to detect fraud.
16. Legal Matters. Review legal and regulatory matters that
may have a material impact on the financial statements,
the Company's related compliance policies and programs
and reports received from regulators.
17. Report to Board. Report actions of the Committee to the
Board of Directors with such recommendations as the
Committee may deem appropriate.
18. New Announcements. Review with management and the
Company's independent public accountants the
applicability and impact of any new pronouncements (or
exposure drafts) issued by the Financial Accounting
Standards Board or other applicable regulatory agencies.
19. Appropriateness of Policies. Review with the internal
auditor and independent accountant the appropriateness,
not just the acceptability, of accounting principles and
financial disclosure practices used or proposed by the
Company and the related degree of aggressiveness or
conservatism of its accounting principles and underlying
estimates.
20. Derivative Transactions. Review with management the
Company's policies and controls, including reporting
controls over derivative transactions, including Foreign
Currency exposures and hedging activities.
21. Investigations. Conduct or authorize investigations into
any matters within the Committee's scope of
responsibilities. The Committee shall be empowered to
retain independent counsel, accountants or others to
assist it in the conduct of any investigation.
22. Other Functions. Perform such other functions as assigned
by law, the Company's charter or bylaws, or the Board of
Directors.
23. Other Matters. Engage in such other matters relating to
the accounting and audit practices of the Company as the
Committee shall deem appropriate, such action thereby to
be conclusive evidence at to its authority to act on
behalf of and in the name of the Board of Directors of
the Company.
The duties and responsibilities of a member of the Committee are
in addition to those duties set out for a member of the Board of
Directors. In carrying out these responsibilities, the Committee
believes its policies and procedures should remain flexible in
order that it can best react to changing conditions and
environment and to assure the Board of Directors and shareholders
that the Company accounting practices are in accordance with all
requirements and are of the highest quality.
IV. REPORTING REQUIREMENTS
The Committee Chairperson will update the full Board of Directors
regarding the significant items of discussion during each of the
Committee's meetings. Additional reports on matters of special
interest will be submitted to the Board of Directors as
appropriate.
In addition to Board of Director communication, an Audit Committee
Report containing the following information will be included in
the annual proxy statement: (1) confirmation that the Company has
a formal, documented Audit Committee Charter, (2) the full text of
the Audit Committee Charter at least once every three years and
after any significant modification is approved by the Board of
Directors, (3) whether the members of the Committee are
independent and certain information about any committee member who
is not independent, as required by the SEC, (4) whether the
Committee has reviewed and discussed the audited financial
statements with management, (5) whether the Committee has
discussed with the independent auditors the matters required to be
discussed by Statement on Auditing Standards No. 61, (6) whether
the Committee has received form the independent auditors
disclosures regarding their independence required by Independence
Standards Board Standard No. 1, and had discussions with the
independent auditors regarding the independent auditors'
independence, and (7) whether the Committee has recommended to the
Board of Directors that the audited financial statements be
included in the Company's annual report on Form 10-K.
Appendix B
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
ALAMOSA (DELAWARE), INC.
-----------------------------------------------------------------------
Pursuant to Sections 242 and 245 of the
Delaware General Corporation Law
-----------------------------------------------------------------------
Alamosa (Delaware), Inc. (the "Corporation"), a corporation
organized and existing under the General Corporation Law of the State of
Delaware (the "GCL"), does hereby certify as follows:
(1) The name of the Corporation is Alamosa (Delaware), Inc. The
Corporation was originally incorporated under the name Alamosa PCS
Holdings, Inc. The original certificate of incorporation of the Corporation
was filed with the office of the Secretary of State of the State of
Delaware on October 19, 1999.
(2) This Amended and Restated Certificate of Incorporation was
duly adopted by the Board of Directors of the Corporation (the "Board of
Directors") and by the sole stockholder of the Corporation, in accordance
with Sections 228, 242 and 245 of the GCL.
(3) This Amended and Restated Certificate of Incorporation
restates and further amends the certificate of incorporation of the
Corporation, as heretofore amended or supplemented.
(4) The text of the Restated Certificate of Incorporation is
amended and restated to read in its entirety as follows:
FIRST: The name of the Corporation is Alamosa (Delaware), Inc.
(the "Corporation").
SECOND: The address of the registered office of the Corporation in
the State of Delaware is Corporation Trust Center, 1209 Orange Street, in
the City of Wilmington, Delaware 19801. The name of its registered agent at
that address is The Corporation Trust Company.
THIRD: The purpose of the Corporation is to engage in any lawful
act or activity for which a corporation may be organized under the General
Corporation Law of the State of Delaware (the "GCL").
FOURTH: The total number of shares of stock which the Corporation
shall have authority to issue is 1,000 shares of common stock, each share
having a par value of $0.01 per share (the "Common Stock").
FIFTH: The following provisions are inserted for the management of
the business and the conduct of the affairs of the Corporation, and for
further definition, limitation and regulation of the powers of the
Corporation and of its directors and stockholders:
(1) The business and affairs of the Corporation shall be
managed by or under the direction of the Board of Directors.
(2) The Board of Directors shall be as from time to time
fixed by resolution adopted by the affirmative vote of a majority
of the active Board of Directors. Election of directors need not
be by written ballot unless the By-laws so provide.
(3) The directors shall be divided into three classes,
designated Class I, Class II and Class III. Each class shall
consist, as nearly as may be possible, of one-third of the total
number of directors constituting the entire Board of Directors.
The term of the initial Class I directors shall terminate on the
date of the 2001 annual meeting; the term of the initial Class II
directors shall terminate on the date of the 2002 annual meeting;
and the term of the initial Class III directors shall terminate on
the date of the 2003 annual meeting. At each succeeding annual
meeting of stockholders beginning in 2004, successors to the class
of directors whose term expires at that annual meeting shall be
elected for a three-year term. If the number of directors is
changed, any increase or decrease shall be apportioned among the
classes so as to maintain the number of directors in each class as
nearly equal as possible, and any additional director of any class
elected to fill a vacancy resulting from an increase in such class
shall hold office for a term that shall coincide with the
remaining term of that class, but in no case will a decrease in
the number of directors shorten the term of any incumbent
director.
(4) A director shall hold office until the annual meeting
for the year in which his or her term expires and until his or her
successor shall be elected and shall qualify, subject, however, to
prior death, resignation, retirement, disqualification or removal
from office.
(5) In addition to the powers and authority hereinbefore
or by statute expressly conferred upon them, the directors are
hereby empowered to exercise all such powers and do all such acts
and things as may be exercised or done by the Corporation,
subject, nevertheless, to the provisions of the GCL, this Amended
and Restated Certificate of Incorporation, and any By-Laws adopted
by the stockholders; provided, however, that no By-Laws hereafter
adopted by the stockholders shall invalidate any prior act of the
directors which would have been valid if such By-Laws had not been
adopted.
(6) The directors shall have concurrent power with the
stockholders to make, alter, amend, change, add to or repeal the
By-laws of the Corporation.
(7) No director shall be personally liable to the
Corporation or any of its stockholders for monetary damages for
breach of fiduciary duty as a director, except for liability (i)
for any breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing
violation of law, (iii) pursuant to Section 174 of the GCL or (iv)
for any transaction from which the director derived an improper
personal benefit. Any repeal or modification of this Article FIFTH
by the stockholders of the Corporation shall not adversely affect
any right or protection of a director of the Corporation existing
at the time of such repeal or modification with respect to acts or
omissions occurring prior to such repeal or modification.
SIXTH: Meetings of stockholders may be held within or without the
State of Delaware, as the By-laws may provide. The books of the Corporation
may be kept (subject to any provision contained in the GCL) outside the
State of Delaware at such place or places as may be designated from time to
time by the Board of Directors or in the By-laws of the Corporation.
SEVENTH: The Corporation reserves the right to amend, alter,
change or repeal any provision contained in this Certificate of
Incorporation, in the manner now or hereafter prescribed by statute, and
all rights conferred upon stockholders herein are granted subject to this
reservation.
EIGHTH: Any act or transaction by or involving the Corporation,
other than the election or removal of directors, that requires for its
adoption under the GCL or this Restated Certificate of Incorporation the
approval of stockholders of the Corporation shall, pursuant to subsection
(g) of Section 251 of the GCL, require, in addition, the approval of the
stockholders of Alamosa PCS Holdings, Inc., a Delaware corporation, or any
successor thereto by merger, by the same vote as if required by the GCL
and/or this Amended and Restated Certificate of Incorporation.
IN WITNESS WHEREOF, the Corporation has caused this Amended and
Restated Certificate of Incorporation to be executed on its behalf this __
day of ___, 2001.
ALAMOSA (DELAWARE), INC.
a Delaware Corporation
By:________________________
Name: David E. Sharbutt
Title: Chairman of the Board and
Chief Executive Officer
ALAMOSA HOLDINGS, INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
[_________ __, 2001]
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder(s) of Alamosa Holdings, Inc., a Delaware
corporation (the "Company"), hereby appoints [ ], and each of them, with
full power to act alone, the true and lawful attorneys-in-fact and proxies
of the undersigned, with full powers of substitution, and hereby
authorize(s) them and each of them, to represent the undersigned and to
vote all shares of common stock of the Company that the undersigned is
entitled to vote at the Annual Meeting of Stockholders of the Company to be
held at [ ] on [_________] , 2001 at [ ] a.m., local time, and any and all
adjournments and postponements thereof, with all powers the undersigned
would posses if personally present, on the following proposals and any
other matters coming before said meeting. The Board of Directors recommends
a vote "FOR" each of Proposals 1, 2, 3 and 4.
1. Election of directors of the Company
[ ] FOR all nominees* [ ] WITHHOLD AUTHORITY
to vote for all nominees
NOMINEES: Class I: Ray M. Clapp, Jr. Thomas Hyde Jimmy R. White
Class II: Thomas F. Riley, Jr.
*INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE, STRIKE THROUGH THAT INDIVIDUAL'S NAME.
2. Ratification of the appointment of PricewaterhouseCoopers, LLP as
independent auditors for the year ending December 31, 2001
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. Election of directors of Alamosa (Delaware), Inc.
[ ] FOR all nominees* [ ] WITHHOLD AUTHORITY
to vote for all nominees
NOMINEES: Ray M. Clapp, Jr. Thomas Hyde Jimmy R. White
*INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
! NOMINEE, STRIKE THROUGH THAT INDIVIDUAL'S NAME.
4. Approval and adoption of the amendment and restatement of the
Restated Certificate of Incorporation of Alamosa (Delaware), Inc.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
5. To transact any other business as may properly be brought before
the Annual Meeting.
This proxy will be voted in the manner directed herein by the undersigned.
If no direction is given, this proxy will be voted "FOR" each of proposals
1, 2, 3 and 4 in the discretion of the proxies on such other matters as may
properly come before the meeting or any adjournments or postponements
thereof to the extent permitted under applicable law.
Receipt of the Notice of Annual Meeting of Stockholders and accompanying
Proxy Statement is hereby acknowledged.
NOTE: Please sign exactly as your name appears on this proxy. Joint owners
should each sign personally. If signing as attorney, executor,
administrator, trustee or guardian, please include your full title.
Corporate proxies should be signed by an authorized officer.
-----------------------------------
-----------------------------------
Signature(s) Date
April 19, 2001
VIA ELECTRONIC TRANSMISSION
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Attention: Filing Desk
Re: Preliminary Proxy Materials of
Alamosa Holdings, Inc.
Ladies and Gentleman:
On behalf of Alamosa Holdings, Inc., a Delaware corporation
(the "Company"), we hereby submit for filing pursuant to Rule 14a-6(a)
promulgated under the Securities Exchange Act of 1934, as amended, via
direct electronic transmission, a preliminary proxy statement and form of
proxy (the "Preliminary Proxy Materials") for the 2001 Annual Meeting of
Stockholders of the Company. The Company intends to file definitive
materials with the SEC not later than April 30, 2001 and to release its
definitive proxy materials to its stockholders promptly thereafter.
If you have any questions or comments concerning the
aforementioned, please feel free to call the undersigned at (212) 735-2697.
Very truly yours,
David C. Ingles
Appendix A
Alamosa PCS Holdings, Inc.
Audit Committee Charter
Adopted April 25, 2000
I. PURPOSE OF THE COMMITTEE
The Audit Committee (the "Committee") of Alamosa PCS Holdings,
Inc. (the "Company") is a committee of the Board of Directors. Its
primary function is to assist the Board of Directors in fulfilling
its oversight responsibilities by reviewing (i) the financial
information which will be provided to the shareholders, potential
shareholders, the investment community and others; (ii) the
systems of internal controls which management and the Board of
Directors have established; and (iii) the audit process.
II. ORGANIZATION
The Committee will be organized as follows:
1. Frequency of Meetings. The Committee shall meet at least
four times per year or more frequently as circumstances
require. The Committee may ask members of management or
others to attend the meeting and provide pertinent
information as necessary.
2. Size of Committee. The Committee shall have at least
three members, who shall serve at the pleasure of the
Board of Directors.
3. Qualifications. All members shall be independent
directors, except that, in exceptional and usual
circumstances, one member of the Committee may not be an
independent director if he or she is neither a current
employee of the company nor a family member of an
employee of the company and the Board of Directors
determines that the person's Committee membership is
required by the best interest of the Company and its
shareholders. An "independent director" is a person who:
(a) is not employed by the Company or any of its
affiliates for the current year or any of the
past three years,
(b) does not accept any compensation from the
Company or any of its affiliates in excess of
$60,000 during the previous fiscal year, other
than compensation for board service, benefits
under a tax re-qualified retirement plan, or
non-discretionary compensation;
(c) is not a member of the immediate family of an
individual who is, or has been in any of the
past three years, employed by the Company or any
of its affiliates as an executive officer,
(d) is not a partner in, or a controlling
shareholder or an executive officer of, any
for-profit business organization to which the
Company made, or from which the Company
received, payments (other than those arising
solely from investments in the Company's
securities) that exceeded 5% of the Company's or
the business organization's consolidated gross
revenues for that year, or $200,000, whichever
is more, in any of the past three years,
(e) is not employed as an executive of another
entity where any of the Company's executives
serve on that entity's compensation committee,
and
(f) does not have a relationship that, in the
opinion of the Board of Directors of the
Company, would interfere with the exercise of
independent judgment in carrying out the
responsibilities of a director.
Immediate family includes a person's spouse, parents,
children, siblings, mother-in-law, father-in-law,
brother-in-law, sister-in-law, son-in-law,
daughter-in-law, and anyone who resides in that
person's home.
4. Appointment. The Committee members and the Committee
chairman shall be designated by the full Board of
Directors upon the recommendation of the Nominating
Committee of the Board of Directors.
III. ROLES AND RESPONSIBILITIES
In meeting its responsibilities, the Committee will:
1. Communication with Auditor. Provide an open avenue of
communication between the internal auditor, the
independent accountant and the Board of Directors,
including meeting with the internal auditor, the
independent accountant and management in separate
executive sessions to discuss any matters that the
Committee or any of these persons believe should be
discussed privately with the Committee.
2. Charter. Review and update the Committee's charter
annually.
3. Accountability. Confirm with the independent accountant
the accountant's ultimate accountability to the Board of
Directors and the Audit Committee, as representatives of
the shareholders.
4. Oversight. Select and recommend to the Board of Directors
the independent accountant to be proposed for shareholder
approval, approve the compensation of the independent
accountant, review and evaluate the independent
accountant, and recommend to the Board of Directors the
discharge of the independent accountant.
5. Placement of Staff. Review and concur in the appointment,
replacement, reassignment or dismissal of the Company's
audit staff.
6. Independence. Take action, or recommend that the full
Board of Directors take action, to oversee the
independence of the independent accountant by, among
other things, (i) receiving from the independent
accountant a formal written statement delineating all
relationships between the accountant and the Company,
consistent with Independence Standards Board Standard 1,
and (ii) actively engaging in a dialogue with the
accountant with respect to any disclosed relationships or
services that may impact the objectivity and independence
of the accountant.
7. Risks. Inquire of management, the internal auditor and
the independent accountant about significant risks or
exposures and assess the steps management has taken to
minimize such risk to the Company.
8. Audit Scope. Review with the Company's audit staff the
audit scope and plan, including the coordination of audit
effort between the internal auditor and the independent
accountant, to assure completeness of coverage, reduction
of redundant efforts and the effective use of audit
resources.
9. Other Auditors. Consider with management and the
independent accountant the rationale for employing audit
firms other than the principal independent accountant.
10. MD&A. Review Management's Discussion and Analysis (MD&A)
included in Form 10-K.
11. Annual Examination. Review with management and the
independent accountant at the completion of the annual
! examination:
(a) The Company's annual financial statements and
related footnotes.
(b) The independent accountant's audit of the
financial statements its report thereon.
(c) Any significant changes required in the
independent accountant's audit plan.
(d) Any serious difficulties or disputes with
management encountered during the course of the
audit.
(e) Other matters related to the conduct of the audit
which are to be communicated to the Committee
under generally accepted auditing standards or any
other concerns.
(f) The Company's compliance with its loan agreements.
(g) The existence of significant estimates and the
rationale behind those estimates as well as any
significant changes in such estimates.
(h) All fees paid to the independent accountant for
the previous fiscal year.
(i) Any significant transactions that were not a
normal part of the Company's business.
(j) Any change in accounting principles.
(k) Any prior period adjustments.
(l) The initial reporting of any signification loss or
gain contingency (or significant change in the
magnitude of any contingency).
(m) The "Management Letter" from the independent
accountants.
12. Internal Controls. Consider and review with management,
the independent accountant and the internal auditor:
(a) The adequacy of the Company's internal controls,
including the adequacy of controls and security
for management information systems and other
information technology.
(b) Any related significant findings and
recommendations of the independent accountant and
internal audit together with management's
responses thereto.
13. Internal Review. Consider and review with management and
the internal auditor:
(a) Significant findings during the year and
management's responses thereto.
(b) Any difficulties encountered in the course of
their audits, including any restrictions on the
scope of their work or access to required
information.
(c) Any changes required in the planned scope of
their audit plan.
(d) The internal auditing department budget and
staffing.
(e) The internal audit department charter.
(f) The internal auditor's compliance with the
Institute of Internal Auditors Standards for the
Professional Practice of Internal Audits.
14. SEC Filings. Review filings with the Securities and
Exchange Commission (the "SEC") and other published
documents containing the Company's financial statements
and consider whether the information contained in these
documents is consistent with the information contained in
the financial statements.
15. Compliance. Review the Company's policies relating to
compliance with laws and regulations; the Company's code
of conduct; ethics; officers' expense accounts,
perquisites, and use of corporate assets; conflict of
interest and the investigation of misconduct or fraud.
Determine the extent to which the planned audit scope of
the internal auditor and independent accountant can be
relied on to detect fraud.
16. Legal Matters. Review legal and regulatory matters that
may have a material impact on the financial statements,
the Company's related compliance policies and programs
and reports received from regulators.
17. Report to Board. Report actions of the Committee to the
Board of Directors with such recommendations as the
Committee may deem appropriate.
18. New Announcements. Review with management and the
Company's independent public accountants the
applicability and impact of any new pronouncements (or
exposure drafts) issued by the Financial Accounting
Standards Board or other applicable regulatory agencies.
19. Appropriateness of Policies. Review with the internal
auditor and independent accountant the appropriateness,
not just the acceptability, of accounting principles and
financial disclosure practices used or proposed by the
Company and the related degree of aggressiveness or
conservatism of its accounting principles and underlying
estimates.
20. Derivative Transactions. Review with management the
Company's policies and controls, including reporting
controls over derivative transactions, including Foreign
Currency exposures and hedging activities.
21. Investigations. Conduct or authorize investigations into
any matters within the Committee's scope of
responsibilities. The Committee shall be empowered to
retain independent counsel, accountants or others to
assist it in the conduct of any investigation.
22. Other Functions. Perform such other functions as assigned
by law, the Company's charter or bylaws, or the Board of
Directors.
23. Other Matters. Engage in such other matters relating to
the accounting and audit practices of the Company as the
Committee shall deem appropriate, such action thereby to
be conclusive evidence at to its authority to act on
behalf of and in the name of the Board of Directors of
the Company.
The duties and responsibilities of a member of the Committee are
in addition to those duties set out for a member of the Board of
Directors. In carrying out these responsibilities, the Committee
believes its policies and procedures should remain flexible in
order that it can best react to changing conditions and
environment and to assure the Board of Directors and shareholders
that the Company accounting practices are in accordance with all
requirements and are of the highest quality.
IV. REPORTING REQUIREMENTS
The Committee Chairperson will update the full Board of Directors
regarding the significant items of discussion during each of the
Committee's meetings. Additional reports on matters of special
interest will be submitted to the Board of Directors as
appropriate.
In addition to Board of Director communication, an Audit Committee
Report containing the following information will be included in
the annual proxy statement: (1) confirmation that the Company has
a formal, documented Audit Committee Charter, (2) the full text of
the Audit Committee Charter at least once every three years and
after any significant modification is approved by the Board of
Directors, (3) whether the members of the Committee are
independent and certain information about any committee member who
is not independent, as required by the SEC, (4) whether the
Committee has reviewed and discussed the audited financial
statements with management, (5) whether the Committee has
discussed with the independent auditors the matters required to be
discussed by Statement on Auditing Standards No. 61, (6) whether
the Committee has received form the independent auditors
disclosures regarding their independence required by Independence
Standards Board Standard No. 1, and had discussions with the
independent auditors regarding the independent auditors'
independence, and (7) whether the Committee has recommended to the
Board of Directors that the audited financial statements be
included in the Company's annual report on Form 10-K.
Appendix B
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
ALAMOSA (DELAWARE), INC.
-----------------------------------------------------------------------
Pursuant to Sections 242 and 245 of the
Delaware General Corporation Law
-----------------------------------------------------------------------
Alamosa (Delaware), Inc. (the "Corporation"), a corporation
organized and existing under the General Corporation Law of the State of
Delaware (the "GCL"), does hereby certify as follows:
(1) The name of the Corporation is Alamosa (Delaware), Inc. The
Corporation was originally incorporated under the name Alamosa PCS
Holdings, Inc. The original certificate of incorporation of the Corporation
was filed with the office of the Secretary of State of the State of
Delaware on October 19, 1999.
(2) This Amended and Restated Certificate of Incorporation was
duly adopted by the Board of Directors of the Corporation (the "Board of
Directors") and by the sole stockholder of the Corporation, in accordance
with Sections 228, 242 and 245 of the GCL.
(3) This Amended and Restated Certificate of Incorporation
restates and further amends the certificate of incorporation of the
Corporation, as heretofore amended or supplemented.
(4) The text of the Restated Certificate of Incorporation is
amended and restated to read in its entirety as follows:
FIRST: The name of the Corporation is Alamosa (Delaware), Inc.
(the "Corporation").
SECOND: The address of the registered office of the Corporation in
the State of Delaware is Corporation Trust Center, 1209 Orange Street, in
the City of Wilmington, Delaware 19801. The name of its registered agent at
that address is The Corporation Trust Company.
THIRD: The purpose of the Corporation is to engage in any lawful
act or activity for which a corporation may be organized under the General
Corporation Law of the State of Delaware (the "GCL").
FOURTH: The total number of shares of stock which the Corporation
shall have authority to issue is 1,000 shares of common stock, each share
having a par value of $0.01 per share (the "Common Stock").
FIFTH: The following provisions are inserted for the management of
the business and the conduct of the affairs of the Corporation, and for
further definition, limitation and regulation of the powers of the
Corporation and of its directors and stockholders:
(1) The business and affairs of the Corporation shall be
managed by or under the direction of the Board of Directors.
(2) The Board of Directors shall be as from time to time
fixed by resolution adopted by the affirmative vote of a majority
of the active Board of Directors. Election of directors need not
be by written ballot unless the By-laws so provide.
(3) The directors shall be divided into three classes,
designated Class I, Class II and Class III. Each class shall
consist, as nearly as may be possible, of one-third of the total
number of directors constituting the entire Board of Directors.
The term of the initial Class I directors shall terminate on the
date of the 2001 annual meeting; the term of the initial Class II
directors shall terminate on the date of the 2002 annual meeting;
and the term of the initial Class III directors shall terminate on
the date of the 2003 annual meeting. At each succeeding annual
meeting of stockholders beginning in 2004, successors to the class
of directors whose term expires at that annual meeting shall be
elected for a three-year term. If the number of directors is
changed, any increase or decrease shall be apportioned among the
classes so as to maintain the number of directors in each class as
nearly equal as possible, and any additional director of any class
elected to fill a vacancy resulting from an increase in such class
shall hold office for a term that shall coincide with the
remaining term of that class, but in no case will a decrease in
the number of directors shorten the term of any incumbent
director.
(4) A director shall hold office until the annual meeting
for the year in which his or her term expires and until his or her
successor shall be elected and shall qualify, subject, however, to
prior death, resignation, retirement, disqualification or removal
from office.
(5) In addition to the powers and authority hereinbefore
or by statute expressly conferred upon them, the directors are
hereby empowered to exercise all such powers and do all such acts
and things as may be exercised or done by the Corporation,
subject, nevertheless, to the provisions of the GCL, this Amended
and Restated Certificate of Incorporation, and any By-Laws adopted
by the stockholders; provided, however, that no By-Laws hereafter
adopted by the stockholders shall invalidate any prior act of the
directors which would have been valid if such By-Laws had not been
adopted.
(6) The directors shall have concurrent power with the
stockholders to make, alter, amend, change, add to or repeal the
By-laws of the Corporation.
(7) No director shall be personally liable to the
Corporation or any of its stockholders for monetary damages for
breach of fiduciary duty as a director, except for liability (i)
for any breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing
violation of law, (iii) pursuant to Section 174 of the GCL or (iv)
for any transaction from which the director derived an improper
personal benefit. Any repeal or modification of this Article FIFTH
by the stockholders of the Corporation shall not adversely affect
any right or protection of a director of the Corporation existing
at the time of such repeal or modification with respect to acts or
omissions occurring prior to such repeal or modification.
SIXTH: Meetings of stockholders may be held within or without the
State of Delaware, as the By-laws may provide. The books of the Corporation
may be kept (subject to any provision contained in the GCL) outside the
State of Delaware at such place or places as may be designated from time to
time by the Board of Directors or in the By-laws of the Corporation.
SEVENTH: The Corporation reserves the right to amend, alter,
change or repeal any provision contained in this Certificate of
Incorporation, in the manner now or hereafter prescribed by statute, and
all rights conferred upon stockholders herein are granted subject to this
reservation.
EIGHTH: Any act or transaction by or involving the Corporation,
other than the election or removal of directors, that requires for its
adoption under the GCL or this Restated Certificate of Incorporation the
approval of stockholders of the Corporation shall, pursuant to subsection
(g) of Section 251 of the GCL, require, in addition, the approval of the
stockholders of Alamosa PCS Holdings, Inc., a Delaware corporation, or any
successor thereto by merger, by the same vote as if required by the GCL
and/or this Amended and Restated Certificate of Incorporation.
IN WITNESS WHEREOF, the Corporation has caused this Amended and
Restated Certificate of Incorporation to be executed on its behalf this __
day of ___, 2001.
ALAMOSA (DELAWARE), INC.
a Delaware Corporation
By:________________________
Name: David E. Sharbutt
Title: Chairman of the Board and
Chief Executive Officer
ALAMOSA HOLDINGS, INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
[_________ __, 2001]
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder(s) of Alamosa Holdings, Inc., a Delaware
corporation (the "Company"), hereby appoints [ ], and each of them, with
full power to act alone, the true and lawful attorneys-in-fact and proxies
of the undersigned, with full powers of substitution, and hereby
authorize(s) them and each of them, to represent the undersigned and to
vote all shares of common stock of the Company that the undersigned is
entitled to vote at the Annual Meeting of Stockholders of the Company to be
held at [ ] on [_________] , 2001 at [ ] a.m., local time, and any and all
adjournments and postponements thereof, with all powers the undersigned
would posses if personally present, on the following proposals and any
other matters coming before said meeting. The Board of Directors recommends
a vote "FOR" each of Proposals 1, 2, 3 and 4.
1. Election of directors of the Company
[ ] FOR all nominees* [ ] WITHHOLD AUTHORITY
to vote for all nominees
NOMINEES: Class I: Ray M. Clapp, Jr. Thomas Hyde Jimmy R. White
Class II: Thomas F. Riley, Jr.
*INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE, STRIKE THROUGH THAT INDIVIDUAL'S NAME.
2. Ratification of the appointment of PricewaterhouseCoopers, LLP as
independent auditors for the year ending December 31, 2001
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. Election of directors of Alamosa (Delaware), Inc.
[ ] FOR all nominees* [ ] WITHHOLD AUTHORITY
to vote for all nominees
NOMINEES: Ray M. Clapp, Jr. Thomas Hyde Jimmy R. White
*INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE, STRIKE THROUGH THAT INDIVIDUAL'S NAME.
4. Approval and adoption of the amendment and restatement of the
Restated Certificate of Incorporation of Alamosa (Delaware), Inc.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
5. To transact any other business as may properly be brought before
the Annual Meeting.
This proxy will be voted in the manner directed herein by the undersigned.
If no direction is given, this proxy will be voted "FOR" each of proposals
1, 2, 3 and 4 in the discretion of the proxies on such other matters as may
properly come before the meeting or any adjournments or postponements
thereof to the extent permitted under applicable law.
Receipt of the Notice of Annual Meeting of Stockholders and accompanying
Proxy Statement is hereby acknowledged.
NOTE: Please sign exactly as your name appears on this proxy. Joint owners
should each sign personally. If signing as attorney, executor,
administrator, trustee or guardian, please include your full title.
Corporate proxies should be signed by an authorized officer.
-----------------------------------
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Signature(s) Date
April 19, 2001
VIA ELECTRONIC TRANSMISSION
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Attention: Filing Desk
Re: Preliminary Proxy Materials of
Alamosa Holdings, Inc.
Ladies and Gentleman:
On behalf of Alamosa Holdings, Inc., a Delaware corporation
(the "Company"), we hereby submit for filing pursuant to Rule 14a-6(a)
promulgated under the Securities Exchange Act of 1934, as amended, via
direct electronic transmission, a preliminary proxy statement and form of
proxy (the "Preliminary Proxy Materials") for the 2001 Annual Meeting of
Stockholders of the Company. The Company intends to file definitive
materials with the SEC not later than April 30, 2001 and to release its
definitive proxy materials to its stockholders promptly thereafter.
If you have any questions or comments concerning the
aforementioned, please feel free to call the undersigned at (212) 735-2697.
Very truly yours,
David C. Ingles