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
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ALAMOSA HOLDINGS, INC.
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ALAMOSA HOLDINGS, INC.
5225 S. LOOP 289
LUBBOCK, TEXAS 79424
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MAY 29, 2002
AT 10:00 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 The Holiday Inn--Park Plaza Hotel and Conference Center, 3201 S. Loop
289, Lubbock, Texas, on May 29, 2002, at 10:00 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;
2. To ratify the appointment of PricewaterhouseCoopers LLP as
independent auditors of Alamosa Holdings for the year ending
December 31, 2002; and
3. 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 12, 2002, the record date, are entitled to notice of, and to
vote at, the Annual Meeting and any adjournment or postponement 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,
/s/ Kendall W. Cowan
Kendall W. Cowan
Chief Financial Officer and Secretary
Lubbock, Texas
April 17, 2002
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 The Holiday Inn--Park Plaza Hotel and
Conference Center, 3201 S. Loop 289, Lubbock, Texas, on May 29, 2002, at 10:00
a.m. local time, and at any adjournment thereof. The proxy statement and
accompanying proxy are first being sent to stockholders on or about April 18,
2002.
INTRODUCTORY NOTE
Alamosa PCS Holdings, Inc. completed its initial public offering of
common stock on February 2, 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 pursuant 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 12,
2002 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 92,915,470 shares of common stock, par value $0.01 per share (the "Common
Stock"), of Alamosa Holdings outstanding, held by approximately 276 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 each
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.
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 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, Suite 120, 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.
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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
eleven, and the Board of Directors currently consists of three Class I
directors, four Class II directors and four Class III directors. Mr. Michael R.
Budagher, who has served on the Board of Directors since the Company was founded
in July 1998 and is currently a director in Class II, is not standing for
re-election. The Board of Directors has decided not to replace Mr. Budagher at
this time and effective as of the Meeting, the Board of Directors of the Company
will be reduced to ten members. Accordingly, at the Meeting, three directors
will be elected as Class II directors 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 each
properly executed proxy for each of the three 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.
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. The Alamosa (Delaware) Board of Directors is classified in the same
manner as, and consists of the same eleven persons as those serving on, the
Alamosa Holdings Board of Directors. Mr. Budagher is also not standing for
re-election on Alamosa (Delaware) Board of Directors. The Alamosa (Delaware)
Board of Directors has decided not to replace Mr. Budagher at this time and
accordingly after the Meeting, the Alamosa (Delaware) Board of Directors will be
reduced to ten members. Your vote with respect to the election of three nominees
to serve on the Board of Directors of Alamosa Holdings will also constitute a
vote to direct Alamosa PCS Holdings with respect to its vote for the election of
the same three nominees to serve on the Board of Directors of Alamosa
(Delaware).
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.
3
The following table sets forth information concerning the Company's
directors as of April 12, 2002.
CURRENT DIRECTORS WHO ARE NOMINEES FOR REELECTION
NEW TERM WILL EXPIRE
NAME AGE AT ANNUAL MEETING IN
---- --- --------------------
Nominees for Class II:
Schuyler B. Marshall 56 2005
Thomas F. Riley, Jr. 56 2005
Steven C. Roberts 50 2005
CONTINUING DIRECTORS WHOSE TERMS ARE NOT EXPIRING
TERM EXPIRES AT
NAME CLASS AGE ANNUAL MEETING IN
---- ----- --- -----------------
David E. Sharbutt III 52 2003
Scotty Hart III 51 2003
Tom M. Phelps III 52 2003
Michael V. Roberts III 53 2003
Ray M. Clapp, Jr. I 42 2004
Thomas Hyde I 57 2004
Jimmy R. White I 62 2004
NOMINEES
SCHUYLER B. MARSHALL. Mr. Marshall has served as a director since
November 1999. He has served as President of The Rosewood Corporation, the
primary holding company for 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.
THOMAS F. RILEY, JR. Mr. Riley, a licensed CPA, has served as a
director since his appointment to the Board of Directors on March 30, 2001 in
connection with the completion of the Company's acquisition of Southwest PCS
Holdings, Inc. ("Southwest PCS"). Mr. Riley has served as Executive Vice
President and Chief Operating Officer of Chickasaw Holding Co. since January
1997. From July 1999 to March 2001, Mr. Riley served as President and Chief
Executive Officer of Southwest PCS. Before he joined Chickasaw Holding Co., 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.
STEVEN C. ROBERTS. Mr. Roberts has served as a director since his
appointment to the Board of Directors on February 14, 2001 in connection with
the completion of the Company's 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 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
4
estate development and communications towers. He is currently a director of
Falcon Products Inc. and served on the board of Southside Bancshares Corp. until
it was acquired by Allegiant Bancorp Inc.
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.
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. Mr. Clapp has
informed the Company that he will resign from The Rosewood Corporation effective
April 30, 2002. 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.
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, Inc. ("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.
("South Plains Advanced Communications & Electronics"), 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. 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 has served as a director of Texas
Statewide Telephone Cooperative, Inc., a non-public company.
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. ("Taylor Telephone Cooperative"), 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. ("Taylor Telecommunications"), 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 and Taylor Telecommunications from 1979 to 1996.
TOM M. PHELPS. Mr. Phelps has served as a director since December 1998.
Mr. Phelps has served as Chief Executive Officer of ENMR Plateau
Telecommunications since April 2001. Mr. Phelps also serves as Executive Vice
President of Plateau Telecommunications, Inc., a wireless and wireline
telecommunications provider and wholly owned subsidiary of Telecommunications
Holdings East. From October 2000 to April 2001 he served as Chief Executive
Officer of Nebraska Wireless. From September 1997 to October 2000 he served as
Executive Vice President and General Manager of ENMR Telephone Cooperative, a
telecommunications services provider. From September 1997 to the present he has
served as Executive Vice President and General Manager 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.
5
MICHAEL V. ROBERTS. Mr. Roberts has served as a director since his
appointment to the Board of Directors on February 14, 2001 in connection with
the Company's completion of the acquisition of 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.
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.
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.
6
COMMITTEES OF THE BOARD OF DIRECTORS OF THE COMPANY
During fiscal 2001, the Board of Directors of the Company met on
eighteen occasions and acted by written consent on six 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. Regan Silber, who only attended 50%
of the meetings. Mr. Silber resigned from the Board of Directors of the Company
effective April 16, 2001.
The Board of Directors has established seven committees. The following
are the standing committees:
o Audit Committee;
o Business Practices Committee;
o Compensation Committee;
o Due Diligence 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. 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. Clapp, Phelps and White. Mr. Budagher was a member of the Audit
Committee until April 27, 2001. During fiscal 2001, the Audit Committee met on
nine occasions.
BUSINESS PRACTICES COMMITTEE. The Business Practices Committee is
responsible for carrying out the purposes of the Interested Transactions Policy
of the Company, including the formulation and publication of a written policy
and the adoption of disclosure requirements governing any actual or perceived
conflicts of interest and the disclosure of conflicts of interest for
transactions and relationships that may involve potential conflicts of interest
for any of the Company's officers, directors, principal stockholders and/or
affiliates. The current members of the Business Practices Committee are Messrs.
Marshall, Phelps and White. During fiscal 2001, the Business Practices Committee
met on one occasion.
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. Hyde,
Marshall and Riley. Mr. Silber resigned from the Board of Directors of the
Company effective April 16, 2001 and was a member of the Compensation Committee
until such time. Mr. Budagher replaced Mr. Silber on the Compensation Committee
as of April 27, 2001 and was a member of the Compensation Committee until
October 30, 2001 and was subsequently replaced by Mr. Riley. During fiscal 2001,
the Compensation Committee met on four occasions.
DUE DILIGENCE COMMITTEE. The Due Diligence Committee is responsible for
overseeing the due diligence efforts of the Company in regard to possible
acquisitions and/or business combinations of other Sprint PCS affiliates. The
current members of the Due Diligence Committee are Messrs. Clapp, Hart, Budagher
and Steven C. Roberts. During fiscal 2001, the Due Diligence Committee met on
one occasion.
7
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. Sharbutt, Clapp, Hart, Riley, Michael V.
Roberts and White. During fiscal 2001, the Finance Committee met on eight
occasions
STOCK OPTION PLAN 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. Hyde, Marshall and Riley. Mr. Silber resigned from
the Board of Directors of the Company effective April 16, 2001 and was a member
of the Stock Option Plan Committee until such time. Mr. Budagher replaced Mr.
Silber on the Stock Option Plan Committee as of April 27, 2001 and was a member
of the Stock Option Plan Committee until July 28, 2001 and was subsequently
replaced by Mr. Riley. During fiscal 2001, the Stock Option Plan Committee met
on four 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. Sharbutt,
Budagher, Clapp, Hart, Hyde, Marshall, Riley, Phelps, Michael V. Roberts, Steven
C. Roberts and White. During fiscal 2001, the Nominating Committee met on one
occasion.
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.
8
EXECUTIVE OFFICERS
The following table sets forth information concerning the Company's
executive officers as of April 12, 2002. Executive officers of the Company are
elected annually by the Board of Directors of the Company and serve until their
successors are duly elected and qualified.
NAME AGE TITLE
---- --- -----
David E. Sharbutt 52 Chairman of the Board of Directors and Chief
Executive Officer
Kendall W. Cowan 47 Chief Financial Officer and Secretary
Loyd I. Rinehart 47 Senior Vice President of Corporate Finance
Anthony Sabatino 39 Chief Technology Officer and Senior Vice President
of Engineering and Network Operations
Margaret Z. Couch 50 Chief Marketing Officer
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 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 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 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 Sprint PCS corporate launch
team. Mr. Sabatino developed all National RF Engineering Standards. He also
acted as design lead for a Sprint PCS 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.
MARGARET Z. COUCH. Ms. Couch has been Chief Marketing Officer since May
2001, but she has been with the Company since 1999 in various capacities. From
February to May 2001 she was Senior Vice President, South Central Region and
from January 2000 to January 2001 she was General Manager and Vice President for
the Great Plains and Northwest Regions. In January 1999, she started as General
Manager for the West Texas Region. In 1987, Ms. Couch founded Performance
Associates, Inc., a human resources and sales training consulting firm and in
1996 she founded CK BusinesSense, Inc., which expanded the services provided by
Performance Associates, to include management consulting and assisting
organizations in generating greater profitability. Ms. Couch has more than
twenty years of management and leadership experience as a management consultant
and trainer. She has worked with a vast array of clients, including
communications, manufacturing, health care and financial companies as well as
government, education and non-profit entities.
9
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth certain information as of April 12, 2002
(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..................... 8,176,366 (3) 8.89%
100 Crescent Court, Suite 1700
Dallas, TX 75201
8,594,732 (4) 9.34%
South Plains Telephone Cooperative, Inc. ......
2425 Marshall Street
Lubbock, TX 79415
Budagher Family, LLC........................... 7,127,874 (5) 7.74%
3702 Holland Avenue
Dallas, TX 75219
Taylor Telephone Cooperative, Inc.............. 5,075,700 (6) 5.52%
9796 N. Interstate 20
Merkel, TX 79536
DIRECTORS AND EXECUTIVE OFFICERS:
David E. Sharbutt.............................. 1,265,383 (7)(19) 1.36%
Michael R. Budagher............................ 7,127,874 (5) 7.74%
Ray M. Clapp................................... 52,559 (8) *
Kendall W. Cowan............................... 602,038 (9)(19) *
Scotty Hart.................................... 38,684 (10) *
Thomas Hyde.................................... 37,384 (11) *
Schuyler B. Marshall........................... 147,884 (12) *
Tom M. Phelps.................................. 40,384 (13) *
Thomas F. Riley, Jr. .......................... 169,275 (20) *
Loyd I. Rinehart............................... 71,957 (14)(19) *
Michael V. Roberts............................. 4,761,967 (15) 5.14%
Steven C. Roberts.............................. 4,766,467 (16) 5.14%
Anthony Sabatino............................... 64,718 (17)(19) *
Jimmy R. White................................. 38,398 (18) *
Margaret Z. Couch.............................. 32,583 (19)(21) *
All Directors and Executive Officers........... 19,217,555 20.68%
------------------------
*Less than one percent.
10
(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 92,915,470 shares of Common Stock
outstanding as of April 12, 2002. 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 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) 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 & Electronics. South Plains Telephone Cooperative and
South Plains Advanced Communications & Electronics 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 Advanced
Communications & Electronics.
(5) Mr. Budagher and his spouse and children own 100% of the membership
interests in the Budagher Family, LLC. Includes 37,384 shares issuable
to Mr. Budagher pursuant to options currently exercisable and 7,090,490
shares for which Budagher Family, LLC and Mr. Budagher share voting and
investment power, as a result of their control person relationship. Mr.
Budagher is the sole Manger and President of Budagher Family, LLC. The
address for Mr. Budagher is the same as the address for the Budagher
Family, LLC.
(6) 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 244,880 shares held individually by Mr. Sharbutt, 48,824
shares held in Mr. Sharbutt's 401(k) plan, 200 shares beneficially
owned by Mr. Sharbutt's children and 970,000 shares issuable pursuant
to options currently exercisable. Excludes 625,423 shares beneficially
owned by Five S, Ltd. 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.
11
(8) Includes 175 shares held individually by Mr. Clapp and 52,384 shares
issuable pursuant to options currently exercisable. Excludes 8,176,366
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 Caroline Hunt Trust
Estate. The address for Mr. Clapp is the same as the address for
Caroline Hunt Trust Estate.
(9) Includes 18,986 shares held individually by Mr. Cowan and 582,000
shares issuable pursuant to options currently exercisable.
(10) Includes 1,000 shares held individually by Mr. Hart, 37,384 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
8,594,732 shares held by South Plains Advanced Communications &
Electronics, 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 37,384 shares issuable pursuant to options currently
exercisable. Excludes 5,075,700 shares held by Taylor
Telecommunications, as to which Mr. Hyde disclaims beneficial
ownership. Mr. Hyde is the Manager of Taylor Telephone Cooperative 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 37,384 shares
issuable pursuant to options currently exercisable. Excludes 8,176,366
shares held by Caroline Hunt Trust Estate, 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 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 3,000 shares held individually by Mr. Phelps and 37,384 shares
issuable pursuant to options currently exercisable.
(14) Includes 4,023 shares held individually by Mr. Rinehart, 33,334 shares
issuable pursuant to options currently exercisable and 33,333 shares
issuable pursuant to options exercisable within 60 days.
(15) Includes 4,757,500 shares held individually by Mr. Roberts, 3,217
shares issuable pursuant to options currently exercisable, 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 4,759,500 shares held individually by Mr. Roberts, 3,217
shares issuable pursuant to options currently exercisable, 2,500 shares
held by Mr. Roberts and his wife together, 1,000 shares held by Mr.
Roberts' wife, 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.
Excludes 5,400 shares Mr. Roberts' wife holds in custodial account for
their minor children, as to which shares Mr. Roberts disclaims
beneficial ownership.
(17) Includes 1,546 shares held individually by Mr. Sabatino and 63,000
shares issuable pursuant to options currently exercisable.
12
(18) Includes 1,014 shares held individually by Mr. White and 37,384 shares
issuable pursuant to options currently exercisable. Mr. White's address
is Highway 87 North, Dalhart, TX 79022.
(19) Includes shares held by CNA Trust as Trustee under the Alamosa PCS
Contributions Savings Plan, as follows: Mr. Cowan, 1,052 shares; Mr.
Rinehart, 1,267 shares; Mr. Sabatino, 172 shares; Ms. Couch, 173
shares; Mr. Sharbutt, 1,479 shares.
(20) Includes 166,500 shares held individually by Mr. Riley and 2,775 shares
issuable pursuant to options currently exercisable. Excludes 666,666
shares held by Chickasaw Holding Company and 3,233,030 shares held by
Southwest PCS, L.L.C., as to which Mr. Riley disclaims beneficial
ownership. Mr. Riley is an officer and director of Chickasaw Holding
Company, and an officer of Southwest PCS, L.L.C. Chickasaw Holding
Company is the managing member of Southwest PCS, L.L.C.
(21) Includes 160 shares held individually by Ms. Couch and 32,250 shares
issuable pursuant to options currently exercisable.
13
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.
Based solely on review of the copies of such reports furnished to the
Company, the Company believes that during 2001, its officers, directors and
greater than 10% beneficial owners complied with all applicable Section 16(a)
filing requirements, with the exception of a late filing of the Initial
Statement of Beneficial Ownership of Securities on Form 3 for Mr. Riley.
14
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, 2001 (the "Named Executive
Officers") with respect to the Company's 2001 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 2001 $220,833 $213,421 $21,154
Chief Executive Officer 2000 (2) $175,000 $146,024 $20,434
1999 $43,750 $43,750 1,697,500
Kendall W. Cowan 2001 $172,917 $150,067 $19,879
Chief Financial Officer 2000 (2) $150,000 $100,163 $19,889
1999 $12,500 $12,500 1,455,000
Loyd I. Rinehart 2001 $150,000 $76,501 $10,182
Senior Vice President 2000 $87,500 $23,908 100,000
of Corporate Finance
Anthony Sabatino 2001 $157,500 $129,973 $3,055
Chief Technology Officer and
Senior Vice President of
Engineering and Network
Operations
Margaret Z. Couch 2001 $131,344 $143,697 24,250 $5,704
Chief Marketing Officer
----------------
(1) The amounts reflected in the All Other Compensation column represent the
following payments and benefits: In 2001, Mr. Sharbutt $11,223 for
Company-paid life insurance premiums and $9,931 for Company contributions
to the Company 401(k) plan; Mr. Cowan $12,159 for Company-paid life
insurance and $7,720 for Company contributions to the Company 401(k) plan;
in 2001; Mr. Rinehart $10,182 for company contributions to the Company
401(k) plan; Mr. Sabatino $3,055 for Company contributions to the Company
401(k) plan; and Ms. Couch $5,704 for Company contributions to the Company
401(k) plan.
(2) The amounts shown as salary for Messrs. Sharbutt and Cowan for Year 2000
have been corrected. In last year's Proxy Statement both Mr. Sharbutt's
and Mr. Cowan's salaries were overstated as a result of the inclusion of
certain perquisites, in the amount of $29,166 and $12,500, respectively.
15
STOCK OPTION GRANTS IN LAST FISCAL YEAR
The table below provides information regarding stock options granted to
the Named Executive Officers in fiscal year 2001 and hypothetical gains for the
options through the end of their respective ten year terms. In accordance with
applicable requirements of the SEC, the Company has assumed annualized growth
rates of the market price of the Common Stock over the exercise price of the
option of 5% and 10%, running from the date the option was granted to the end of
the option term. Actual gains, if any, depend on the future performance of the
Common Stock and overall conditions and the information in this table should not
be construed as an estimate of future stock price growth. The Company did not
grant any stock appreciation rights in fiscal year 2001.
POTENTIAL
REALIZABLE
% OF TOTAL VALUE AT ASSUMED
NUMBER OF OPTIONS ANNUAL RATE OF
SECURITIES GRANTED TO EXERCISE STOCK PRICE
UNDERLYING EMPLOYEES IN PRICE EXPIRATION APPRECIATION
NAME OPTIONS FISCAL YEAR (PER SHARE) DATE FOR OPTION TERM
-----------------------------------------------------------------------------------------------------------
5%($) 10%($)
Margaret Z. Couch 24,000 3.78% $16.95 08/11/11 255,834 648,334
250 0.04% $10.25 02/23/11 1,612 4,084
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
The following table provides summary information regarding option
exercises in 2001 by the Named Executive Officers and the value of such
officers' unexercised options at December 31, 2001.
NUMBER OF SECURITIES VALUE OF UNEXERCISED
SHARES UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
ACQUIRED OPTIONS AT FISCAL AT FISCAL YEAR-END
ON VALUE YEAR-END(#) (EXERCISABLE/UNEXERCISABLE)
NAME EXERCISE(#) REALIZED ($) (EXERCISABLE/UNEXERCISABLE) ($) (1)
-------------------------------------------------------------------------------------------------------------
David E. Sharbutt - - 970,000/485,000 -/-
Kendall W. Cowan - - 582,000/873,000 -/-
Loyd I. Rinehart - - 33,334/66,666 -/-
Anthony Sabatino - - 63,000/63,000 11,790/11,790
Margaret Z. Couch - - 32,250/72,000 420/-
----------------
(1) The values in this column are based upon the closing price of the
Common Stock on December 31, 2001 of $11.93 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. In February of 2001, Mr. Sharbutt's annual base salary
was increased to $225,000. Mr. Sharbutt is also eligible for quarterly bonuses
under the Company's Management Short Term Incentive Plan. This plan provides for
bonuses based upon the Company's and the participant's achievement of certain
performance objectives during each calendar quarter. In addition, the employment
agreement also provides for Mr. Sharbutt to receive stock options. Mr. Sharbutt
received stock options for 242,500 shares of common stock.
16
These stock options vested immediately prior to the Company's initial public
offering. In addition, the employment agreement also provides for a total of
1,455,000 stock options to be granted to Mr. Sharbutt, 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 for participation in 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 February of 2001,
Mr. Cowan's annual base salary was increased to $175,000. 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 eligible for quarterly bonuses under
the Company's Management Short Term Incentive Plan. 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 for participation in 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.
17
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 minimum base salary of
$150,000, payable no less often than semi-monthly, subject to increases at the
Company's discretion. Mr. Rinehart is eligible to receive (i) quarterly bonuses
under the Company's Management Short Term Incentive Plan and (ii) up to $200,000
based on the acquisitions of POPs (not including POPs assigned by Sprint) in any
calendar year. 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 for participation in 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.
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.
ANTHONY SABATINO. The Company is a party to an employment agreement
with Anthony Sabatino effective July 24, 2001. This employment agreement has a
term which expires on July 24, 2003 and provides that Mr. Sabatino receive a
minimum annual base salary of $140,000. Mr. Sabatino's annual base salary was
increased to $160,000 in February of 2001. Mr. Sabatino is eligible for
quarterly bonuses under the Company's Management Short Term Incentive Plan. In
addition, he is entitled to reimbursement for reasonable business expenses, a
$500 per month vehicle allowance, reimbursement for vehicle business mileage at
the standard mileage rate set by the Internal Revenue Service, and for
participation in 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. Sabatino's employment for other than
cause, 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. Sabatino 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 July
24, 2003.
Mr. Sabatino 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. Sabatino 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.
MARGARET Z. COUCH. The Company is a party to an employment agreement
with Margaret Couch, effective January 27, 2000 and amended on January 31, 2000.
This employment agreement has a four-year term and provides that Ms. Couch
receive a minimum base salary of $90,000, subject to increases at the Company's
discretion. In addition, Ms. Couch is eligible for quarterly bonuses under the
Company's Management Short Term Incentive Plan. Ms. Couch is also entitled to
reimbursement for reasonable business expenses, a $400 per month vehicle
allowance, reimbursement for vehicle business mileage at the standard mileage
rate set by the Internal Revenue Service, and for participation in such
incentive, retirement, profit-sharing, life, medical,
18
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 Ms. Couch's employment for other than cause
or non-performance, as defined in the employment agreement, the Company would be
required to pay her severance pay equal to one month's base salary for each year
of service with the Company, but in no event less than three month's base
salary.
Ms. Couch has agreed, pursuant to the employment agreement, not to
compete with the Company during her employment and for a period of two years
following termination of her employment (subject to certain exceptions).
Further, Ms. Couch has agreed not to disclose any of the Company's confidential
information at any time during or subsequent to her employment with the Company
without its written consent.
In June of 2001, Ms. Couch became the Company's Chief Marketing Officer
and her annual base salary was increased to $160,000. The Company has not yet
finalized a new employment agreement with Ms. Couch.
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
generally granted an initial option to purchase shares of Common Stock on the
date he or she joins the Board of Directors in an amount determined by the
Board. The non-employee directors who joined the Board in 2001 did not receive
an initial option grant. All initial options expire on the tenth anniversary of
the date of grant. Each non-employee director receives an annual option grant
pursuant to the long-term incentive plan in respect of service rendered in the
immediately preceding year. The annual grant is pro rated if a director was not
on the Board at the start of the preceding year. The number of shares is
determined by dividing $18,000 by the Black-Scholes value of a stock option. The
annual option is granted on the date of the first full meeting of the Board of
Directors following the end of each fiscal year. The annual option is fully
vested on the date of grant and will expire on the tenth anniversary of the date
of grant. The exercise price of options granted to non-employee directors is
equal to the fair market value of the Company's Common Stock on the date of
grant. Non-employee directors who served during all of 2001 received annual
option grants for 3,670 shares. 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
During fiscal year 2001, the Compensation Committee consisted of
Messrs. Budagher, Hyde, Marshall, Riley and Silber. The current members of the
Compensation Committee are Messrs. Hyde, Marshall and Riley. Mr. Silber resigned
from the Board of Directors of the Company effective April 16, 2001 and was a
member of the Compensation Committee until such time. Mr. Budagher replaced Mr.
Silber on the Compensation Committee as of April 27, 2001 and was a member of
the Compensation Committee until October 30, 2001 and was subsequently replaced
by Mr. Riley. The Compensation Committee is responsible for reviewing and
approving all compensation arrangements for the Company's officers. None of
these committee members are or have been executive officers of the Company or
its subsidiaries.
In 2000, the Company entered into various arrangements with Mericom
Corporation and its affiliates for site acquisition, RF engineering and fixed
network design. Mr. Silber holds an indirect minority interest in Mericom
Corporation, which is a privately-held provider of planning, design, deployment,
maintenance and operations services for wireless telecommunications networks.
During fiscal year 2001, the Company paid approximately $1 million under these
arrangements. On February 14, 2001, the Company completed its acquisition of
Washington Oregon Wireless, LLC ("WOW"), a wholly-owned subsidiary of WOW
Holdings, LLC ("WOW Holdings") through the merger of WOW Holdings with and into
the Company. Mr. Silber was a member of the board of managers of WOW Holdings.
Mr. Silber is also a principal of Silpearl Associates, LLC, which is an
affiliate of WOW Investment Partners, L.P., which owned approximately 44.4% of
the outstanding membership interests of WOW Holdings. WOW Investment Partners,
L.L.C. holds the sole general
19
partner interest of WOW Investment Partners, L.P. The sole membership interest
of WOW Investment Partner L.L.C. is held by Silpearl Associates, LLC. Mr. Silber
indirectly owns 50% of the membership interests, and is the President, of
Silpearl Associates, LLC. Following the closing of the acquisition of WOW, Mr.
Silber received 915,193 shares of Common Stock and approximately $1.5 million in
cash as a distribution from WOW Investment Partners, L.P. Mr. Silber did not
participate in the Board of Directors vote to approve the WOW Holdings merger.
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; and
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, in the form of stock options.
CEO COMPENSATION. The structure of Mr. Sharbutt's fiscal 2001
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
"Executive Compensation--Employment Agreements--David E. Sharbutt"). The
Compensation Committee 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 bonus
for 2001 was paid as a result of the achievement by the Company of performance
targets related to EBITDA, revenue per user and subscriber targets and also as a
result of Mr. Sharbutt's achievement of personal objectives.
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
Compensation Committee 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
20
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 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 B. Marshall
Thomas F. Riley Jr.
21
PERFORMANCE GRAPH
The common stock of the Company began trading on The Nasdaq National
Market (the "Nasdaq") on February 3, 2000. On December 6, 2001, the Company
transferred its listing from The Nasdaq National Market to The New York Stock
Exchange ("NYSE"), under the symbol "APS." As a result of the change, the
Company is required, under applicable SEC rules, in this year's Proxy Statement,
to provide a comparison of the performance of the Common Stock with the market
indices of both the NYSE and the Nasdaq. Accordingly, the following performance
graph compares the cumulative total stockholder total return on the common stock
of the Company from February 3, 2000 through December 31, 2001 against the
cumulative total return of (a) The Nasdaq Stock Market (U.S. Companies) Index,
(b) The Nasdaq Stock Market Telecommunications Index, (c) NYSE (U.S. Companies)
Index and (d) 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.
[LINE CHART]
SPRINT PCS NETWORK
DATE ALAMOSA (1) NASDAQ COMPOSITE NASDAQ TELECOM NYSE COMPOSITE PARTNER INDEX
---------------------------------------------------------------------------------------------------------------
2/3/2000 $100.00 $100.00 $100.00 $100.00 $100.00
3/31/2000 222.06 108.59 106.15 102.23 142.57
6/30/2000 122.79 94.19 83.87 102.66 102.27
9/29/2000 95.22 87.22 70.31 102.01 86.75
12/29/2000 47.06 58.67 44.64 100.10 72.97
3/30/2001 62.13 43.70 31.60 90.86 73.90
6/29/2001 95.88 51.32 30.02 95.44 103.01
9/28/2001 81.47 35.59 19.56 83.22 78.13
12/31/2001 70.18 46.32 22.79 91.68 101.15
--------------
(1) Prior to February 3, 2000 there was no public market for the Common Stock.
22
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
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 merger 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) whereby Alamosa Operations agreed to lend
up to $26.6 million. 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. 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. 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
23
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 site per
year, subject to an annual adjustment of 4% per annum. During the
year ended December 31, 2001, approximately $2,625,0000 was paid
under this agreement.
OTHER RELATED PARTY TRANSACTIONS
In January 2000, the Company entered into various arrangements with
Mericom Corporation and its affiliates for site acquisition, RF engineering and
fixed network design. Mr. Reagan Silber, who was one of the Company's directors,
holds an indirect minority interest in Mericom Corporation. Mr. Silber resigned
from the Board of Directors of the Company effective April 16, 2001. For a
description of the arrangements involving Mericom and the Company, see
"Compensation Committee Interlocks and Insider Participation."
On February 14, 2001, the Company completed its merger with WOW
Holdings. Mr. Silber was a member of the board of managers of WOW Holdings. Mr.
Silber is also a principal of Silpearl Associates, LLC, an affiliate of WOW
Investment Partners, L.P., which owned approximately 44.4% of the outstanding
membership interests of WOW Holdings. For a description of the consideration
received by Mr. Silber in connection with the WOW Holdings merger, see
"Compensation Committee Interlocks and Insider Participation."
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 2001, approximately $110,000 was paid under this lease.
24
AUDIT COMMITTEE REPORT
The current members of the Audit Committee are Messrs. Clapp, Phelps
and White. Mr. Budagher was a member of the Audit Committee until April 27,
2001.
The Audit Committee has reviewed and discussed the Company's audited
financial statements for the fiscal year ended December 31, 2001 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, 2001, 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, 2001, for filing with the Securities and
Exchange Commission.
THE AUDIT COMMITTEE:
Ray M. Clapp Tom M. Phelps
Jimmy R. White
25
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, 2002. 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, 2001, 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,
2001, included in the Company's Annual Report on Form 10-K and the reviews of
the financial statements included in the Company's Forms 10-Qs for that fiscal
year was $498,564.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES. The
aggregate fees billed by PricewaterhouseCoopers LLP to the Company for its
fiscal year ended December 31, 2001 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) was $211,839.
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, 2001, other than the Audit Fees and Financial
Information Systems Design and Implementation Fees described in the preceding
two paragraphs, was $1,139,463. The principal non-audit services provided by
PricewaterhouseCoopers LLP during fiscal 2001 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.
26
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 December 19, 2002. The Company's By-laws require
that proposals 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 March 4, 2003 and not earlier than February 1, 2003.
ANNUAL REPORT ON FORM 10-K
THE COMPANY IS REQUIRED TO FILE AN ANNUAL REPORT ON FORM 10-K WITH THE
SEC. A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED
DECEMBER 31, 2001, FILED WITH THE SEC IS AVAILABLE WITHOUT CHARGE BY WRITING TO
JON D. DRAKE, DIRECTOR OF INVESTOR RELATIONS, ALAMOSA HOLDINGS, INC., 5225 S.
LOOP 289, Suite 119, LUBBOCK, TEXAS 79424.
OTHER MATTERS
Copies of the Annual Report to Stockholders for fiscal year 2001 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,
/s/ Kendall W. Cowan
Kendall W. Cowan
Chief Financial Officer and Secretary
27
ALAMOSA HOLDINGS, INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
MAY 29, 2002
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 Loyd I. Rinehart and Jon D. Drake, 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 The Holiday
Inn--Park Plaza Hotel and Conference Center, 3201 S. Loop 289, Lubbock, Texas,
on May 29, 2002, at 10:00 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 AND 2.
1. Election of directors of the Company
NOMINEES: Class II: FOR WITHHOLD
all nominees AUTHORITY
listed to the left to vote for all
(except as nominees
Schuyler B. Marshall marked to the listed to the left
Thomas F. Riley, Jr. contrary)
Steven C. Roberts [ ] [ ]
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, 2002
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. 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 AND 2 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
2