SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): September 3, 2004
AT&T WIRELESS SERVICES, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 001-16567 91-1379052
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(State or other (Commission File Number) (IRS Employer Identification
jurisdiction of Number)
incorporation)
7277-164th Ave. NE, Building 1, Redmond, Washington 98052
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(Address of principal executive offices) (zip code)
(425) 580-6000
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(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR240.13e-4(c))
ITEM 8.01. OTHER EVENTS
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On September 3, 2004, AT&T Wireless Services, Inc., on behalf
of JVII General Partnership ("JVII"), Rogers Communications Inc.("RCI") and,
with respect to specified portions, Rogers Wireless Communications Inc. ("RWCI")
entered into a letter agreement relating to the securities of RWCI owned by JVII
(the "Letter Agreement"). A copy of the Letter Agreement is attached as Exhibit
99.1 hereto and is incorporated herein by reference.
Pursuant to the Letter Agreement, RCI has agreed to waive
through September 30, 2004 certain requirements of the existing shareholder
agreement to allow JVII to explore a possible sale of its interest in RWCI. This
amendment includes a waiver of RCI's exclusive 21-day right of first negotiation
period.
The agreement also provides that if the sales price for the
interest is $36.00 (CND) (less applicable commissions or fees and specified
expenses) per share or less and if JVII decides to pursue the sale at such net
sales price, RCI would have the right of first refusal to purchase the entire
stake directly from JVII at the proposed net sales price.
There can be no assurance that any sale of any shares of RWCI
will occur or as to the terms, manner or timing of any such sale. Any sales will
depend on market, business and economic conditions, factors relating to RWCI
(including the market price of the securities) and other factors that JVII and
AT&T Wireless may consider relevant.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of businesses acquired.
- Not Applicable
(b) Pro forma financial information.
- Not Applicable
(c) Exhibits.
99.1 Letter Agreement dated September 3, 2004
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunder duly authorized.
AT&T WIRELESS SERVICES, INC.
By:/s/ Marilyn J. Wasser
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Name: Marilyn J. Wasser
Title: Executive Vice President
Date: September 3, 2004
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EXHIBIT INDEX
99.1 Letter Agreement dated September 3, 2004