UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
ROGERS WIRELESS COMMUNICATIONS INC.
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(Name of Issuer)
Class B Restricted Voting Shares
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(Title of Class of Securities)
775102205
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(Cusip Number)
Benjamin F. Stephens
AT&T Wireless Services, Inc.
7277 164th Avenue NE, Building 1
Redmond, WA 98052
(425) 580-6000
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 8, 2004
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(Date of Event Which Requires Filing of This Statement)
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If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
This Amendment No. 5 ("Amendment No. 5") amends and supplements the
statement on Schedule 13D initially filed on August 27, 1999, as amended by
Amendment No. 1. filed on July 23, 2001, Amendment No. 2 filed on August 21,
2001, Amendment No. 3 filed on April 27, 2004 and Amendment No. 4 filed on
September 7, 2004 (the "Original Filing"). Information reported in the Original
Filing remains in effect except to the extent that it is amended, restated or
superseded by information contained in this Amendment No. 5. Capitalized terms
used and not defined in this Amendment No. 5 shall have the meanings set forth
in the Original Filing.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 of the Original Filing is hereby amended by adding the following at the
end thereof:
On September 8, 2004, JVII filed a notice under Canadian law with
Canadian securities regulatory authorities which would permit sales of
securities of the Issuer owned by JVII to commence on or after September 15,
2004. JVII currently intends to explore actively the possibility of such sales.
Any sale would be subject to the terms of the Letter Agreement, including the
provisions of Section 4(a) thereof, which provide that if the proposed final
sales price for the interest is $36.00 (CDN) (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 will occur or as to the terms,
manner or timing of any such sale.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: September 8, 2004
AT&T WIRELESS SERVICES, INC.
By: /s/ Marilyn J. Wasser
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Name: Marilyn J. Wasser
Title:: Executive Vice President
MMM HOLDINGS, INC.
By: /s/ Gregory P. Landis
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Name: Gregory P. Landis
Title: Executive Vice President
JVII GENERAL PARTNERSHIP
By: AT&T Wireless Services, Inc.
By: /s/ Marilyn J. Wasser
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Name: Marilyn J. Wasser
Title:: Executive Vice President
By: MMM Holdings, Inc.
By: /s/ Gregory P. Landis
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Name: Gregory P. Landis
Title: Executive Vice President