UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
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 13, 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. 6 ("Amendment No. 6") amends and supplements the
statement on Schedule 13D initially filed on August 27, 1999, as previously
amended (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superseded by information contained in this Amendment No. 6. Capitalized terms
used and not defined in this Amendment No. 6 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 13, 2004, JVII General Partnership ("JVII") entered into
an agreement with Rogers Communications Inc. to sell, subject to the terms and
conditions thereof, all securities owned by JVII in the Issuer to Rogers
Communications Inc. for an aggregate purchase price of approximately C$1.767
billion, or C$36.37 per share in cash (the "Purchase and Sale Agreement"). A
copy of the Purchase and Sale Agreement is attached hereto as Exhibit A and is
incorporated herein by reference.
On September 13, 2004, AT&T Wireless Services, Inc. issued a press
release with respect to the Purchase and Sale Agreement, a copy of which is
attached hereto as Exhibit B and is hereby incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following documents are filed as exhibits to this Amendment No. 6.
Exhibit A: Purchase and Sale Agreement dated September 13, 2004
Exhibit B: Press Release dated September 13, 2004
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 13, 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/ Marilyn J. Wasser
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Name: Marilyn J. Wasser
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/ Marilyn J. Wasser
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Name: Marilyn J. Wasser
Title: Executive Vice President
Exhibit Index
Exhibit A: Purchase and Sale Agreement dated September 13, 2004
Exhibit B: Press Release dated September 13, 2004