Filed pursuant to Rule 424(b)(3)
Registration File No. 333-66358
PROSPECTUS SUPPLEMENT NO. 1
(To the Prospectus dated September 28, 2001)
ALAMOSA HOLDINGS, INC.
30,649,990 SHARES OF COMMON STOCK
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SUPPLEMENT TO
PROSPECTUS
This prospectus supplement relates to the resale by selling
stockholders of up to 30,649,990 shares of our common stock that the selling
stockholders acquired from us in connection with our acquisitions of companies
formerly owned by them. We will not receive any of the proceeds from the sale of
any of these shares by the selling stockholders.
You should read this prospectus supplement in conjunction with the
prospectus dated September 28, 2001. All terms used in this prospectus
supplement have the meaning assigned to them in the prospectus. Our common stock
is traded on The Nasdaq National Market under the symbol "APCS." On October 17,
2001, the last reported sale price of one share of our common stock was $17.76.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITY COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
THIS SUPPLEMENT IS PART OF THE PROSPECTUS AND MUST ACCOMPANY THE
PROSPECTUS TO SATISFY PROSPECTUS DELIVERY REQUIREMENTS UNDER THE SECURITIES ACT
OF 1933, AS AMENDED.
The date of this prospectus supplement is October 18, 2001
OFFERING OF COMMON STOCK
On October 18, 2001, we filed a registration statement relating to an
underwritten offering of up to 3,000,000 shares of our common stock to be sold
by us and up to 5,000,000 shares of our common stock to be sold by certain of
our stockholders. In addition, we have granted the underwriters an option to
purchase up to 1,200,000 additional shares of our common stock to cover
over-allotments. We will not receive any of the proceeds from the sale of shares
by the selling stockholders. We expect that the shares of common stock to be
sold by us will be listed on The Nasdaq National Market.
We intend to use the net proceeds received by us from the offering for
general corporate purposes, which may include:
o acceleration of coverage within our existing territory;
o build-out of additional areas within our existing territories;
o expansion of our existing territory; and
o pursuit of additional telecommunications business opportunities or
acquisition of other telecommunications assets or businesses.
CAPITALIZATION
The information in the prospectus under the heading "Capitalization" is
replaced in its entirety by the following information:
CAPITALIZATION
The following table shows our cash and cash equivalents, restricted cash,
short-term debt, long-term debt, stockholders' equity and capitalization:
o On a historical basis as of June 30, 2001; and
o On an adjusted basis reflecting (1) the issuance of the 13 5/8% senior
notes in the aggregate principal amount of $150.0 million, (2) the use of
approximately $65.8 million of the net proceeds to pay down the senior
secured credit facility, (3) the use of approximately $39.2 million of
the net proceeds to establish a security account to secure on a pro rata
basis our payment obligations under the 13 5/8% senior notes, the 12 7/8%
senior discount notes and the 12 1/2% senior notes, and (4) the sale of
three million shares of common stock at an assumed public offering price
of $17.63 per share, net of estimated fees and expenses.
AS OF JUNE 30, 2001
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ACTUAL AS ADJUSTED
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(dollars in thousands,
unaudited)
Cash and cash equivalents ........................................ $ 122,092 $ 206,160
Restricted cash (1) .............................................. 70,727 109,967
Short-term debt:
Current portion of capital lease obligations .................... $ 138 $ 138
Long-term debt:
Senior secured credit facility .................................. 203,000 137,162
12 7/8% senior discount notes ................................... 222,807 222,807
12 1/2% senior notes ............................................ 250,000 250,000
13 5/8% senior notes ............................................ -- 150,000
Capital lease obligations ....................................... 1,506 1,506
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Total long-term debt ............................................ 677,313 761,475
Stockholders' equity:
Preferred stock, par value $.01 per share; 10,000,000 shares
authorized; no shares issued .................................... -- --
Common stock, par value $.01 per share; 290,000,000 shares
authorized; 92,010,296 issued and outstanding, actual; 95,010,296
shares issued and outstanding, as adjusted (2) .................. 920 950
Additional paid-in capital (3) ................................... 791,012 839,582
Unearned compensation ............................................ (930) (930)
Accumulated other comprehensive income, net of tax ............... 166 166
Accumulated deficit .............................................. (175,716) (175,716)
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Total stockholders' equity ....................................... 615,452 664,052
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Total capitalization ............................................. $1,292,903 $1,425,665
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(1) Restricted cash includes (i) $59.0 million and $39.2 million,
respectively, placed in two separate security accounts to secure on a pro
rata basis the payment obligations under the 12 7/8% senior discount
notes, the 12 1/2% senior notes and the 13 5/8% senior notes and (ii)
$11.5 million as interest collateral for the senior secured credit
facility.
(2) Share information assumes no exercise by the underwriters of the
over-allotment option.
(3) Assumes a public offering price of $17.63, the average of the last
reported sales prices per share of Alamosa common stock on The Nasdaq
National Market for the five consecutive trading days ending on October
16, 2001.
LOCK-UP AGREEMENTS
Our directors, our executive officers, the selling stockholders and
other persons who directly or indirectly beneficially own at least one million
shares of our common stock, have agreed not to offer, sell, contract to sell or
otherwise dispose of any shares of common stock or any security convertible into
or exchangeable for common stock for a period of 90 days from the date of
completion of this offering without the prior written consent of Salomon Smith
Barney Inc., subject to certain exceptions. Certain shareholders who have
entered into lock-up agreements have previously executed 10b5-1 stock plans. The
shares subject to such plans are not subject to the terms of the lock-up.
Pursuant to these plans an aggregate of approximately 1.6 million shares of our
common stock could be available for sale in the fourth quarter of 2001. All but
approximately 300,000 of such shares of common stock are at sale price levels in
excess of $20 per share.
We have agreed not to issue, sell or otherwise dispose of any shares of
common stock during the 90 day period following the date of completion of this
offering. We may, however, grant options to purchase shares of common stock and
issue shares of common stock upon the exercise of outstanding options under our
existing stock option plans and we may issue or sell common stock in connection
with an acquisition or business combination as long as the acquiror of such
common stock agrees in writing to be bound by the obligations and restrictions
of our lock-up agreement.