--------------------------------
OMB APPROVAL
--------------------------------
OMB NUMBER: 3235-0145
Expires: October 31, 2002
Estimated average burden
hours per form..............14.9
--------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
ALAMOSA HOLDINGS, INC.
---------------------------------------------------------
(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE
---------------------------------------------------------
(Title of Class of Securities)
011589 10 8
---------------------------------------------------------
(CUSIP Number)
MICHAEL R. BUDAGHER
3702 HOLLAND AVENUE
DALLAS, TEXAS 75219
(214) 498-5777
(505) 332-7338 (FAX)
---------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
SEPTEMBER 4, 2001
---------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Sections 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 Section 240.13d-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).
----------------------- -----------------
CUSIP No. - 011589 10 8 Page 2 of 9 Pages
----------------------- -----------------
SCHEDULE 13D
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
Michael R. Budagher
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER 33,714
SHARES
BENEFICIALLY -------------------------------------------
OWNED BY 8 SHARED VOTING POWER 7,084,776
EACH
REPORTING -------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER 33,714
WITH
-------------------------------------------
10 SHARED DISPOSITIVE POWER 7,084,776
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
7,118,490
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.7%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
----------------------- -----------------
CUSIP No. - 011589 10 8 Page 3 of 9 Pages
----------------------- -----------------
SCHEDULE 13D
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
Budagher Family
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER 0
SHARES
BENEFICIALLY -------------------------------------------
OWNED BY 8 SHARED VOTING POWER 7,084,776
EACH
REPORTING -------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER 0
WITH
-------------------------------------------
10 SHARED DISPOSITIVE POWER 7,084,776
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
7,084,776
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.7%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
--------------------------------------------------------------------------------
----------------------- -----------------
CUSIP No. - 011589 10 8 Page 4 of 9 Pages
----------------------- -----------------
This Amendment No. 1 to Schedule 13D (the "Amendment No. 1") amends and restates
in its entirety the Schedule 13D filed by Budagher Family, LLC ("Family") and
Michael R. Budagher (together with Family, the "Reporting Persons") by
furnishing the information set forth below. This Amendment No. 1 relates to the
adoption of a trading plan pursuant to a Rule 10b5-1(c) by Michael R. Budagher,
as described below under Item 4.
ITEM 1. SECURITY AND ISSUER
This Schedule 13D relates to the common stock, par value $0.01 (the
"Common Stock") of Alamosa Holdings, Inc., a Delaware corporation ("Alamosa").
The principal executive offices of Alamosa are located at 5225 S. Loop 289,
Lubbock, Texas 79424.
ITEM 2. IDENTITY AND BACKGROUND
This statement is filed by the Reporting Persons. Mr. Budagher and his
spouse and children own 100% of the membership interests of Family. An agreement
among the Reporting Persons with respect to the filing of this statement is
attached hereto as Exhibit 1.
Mr. Budagher is a United States citizen. The principal occupation of
Mr. Budagher is a self-employed investor. Family is a Nevada limited liability
company. The principal business activity of Family is asset management. The
principal business and office address of each of the Reporting Persons is 3702
Holland Avenue, Dallas, Texas.
Mr. Budagher is the sole manager of Family.
During the last five years, none of the Reporting Persons has been (1)
convicted of any criminal proceeding (excluding traffic violations or similar
misdemeanors) or (2) a party to civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On February 14, 2001, Family and a wholly-owned subsidiary acquired
7,284,776 shares of Common Stock of Alamosa as a result of a merger of Alamosa
PCS Holdings, Inc., a Delaware corporation ("Alamosa PCS"), with Alamosa. Family
and its wholly-owned subsidiary's shares of Alamosa PCS common stock were
exchanged for shares of Common Stock of Alamosa at the ratio of 1:1 (the "Merger
Shares"). Additionally, Mr. Budagher received an immediately exercisable option
to purchase 28,000 shares of Common Stock (the "Option Shares") in exchange for
his option to purchase 28,000 shares of Alamosa PCS common stock in the merger.
On February 28, 2001, Alamosa granted stock options to members of its Board of
Directors pursuant to its stock option plan. As a director of Alamosa, Mr.
Budagher received immediately exercisable options to purchase 5,714 shares of
Alamosa Common Stock at an exercise price of $10.50 per share, expiring February
27, 2011.
----------------------- -----------------
CUSIP No. - 011589 10 8 Page 5 of 9 Pages
----------------------- -----------------
ITEM 4. PURPOSE OF THE TRANSACTION
As stated in Item 3 above, the Reporting Persons acquired the Merger
Shares and the Option Shares as a result of the merger between Alamosa PCS and
Alamosa.
The Reporting Persons acquired the Merger Shares, and will hold the
Option Shares and the additional shares subject to options, for investment
purposes. Depending on market conditions and other factors, the Reporting
Persons may acquire additional shares as they deem appropriate, whether in open
market purchases, privately negotiated transactions or otherwise. The Reporting
Persons also reserve the right to dispose of some or all of their shares in the
open market, in privately negotiated transactions to third parties or otherwise.
The Reporting Persons have no plans or proposals which relate to or would result
in any action specified in clauses (a) through (j) of Item 4 of Schedule 13D.
On September 4, 2001, Mr. Budagher entered into a trading plan (the
"Trading Plan") with a third-party broker (the "Broker") pursuant to the
provisions of Rule 10b5-1(c) of the Securities Exchange Act of 1934. The Trading
Plan provides for the exercise of stock options, the sale of shares obtained
pursuant to such exercise, and the sale of other shares held by Mr. Budagher
upon the satisfaction of certain pricing and other conditions, in accordance
with the terms of Rules 144 and 145 under the Securities Act when applicable.
Mr. Budagher has adopted the Trading Plan for diversification and liquidity
purposes. Within the requirements of Rule 10b5-1(c), Mr. Budagher may modify the
Trading Plan from time to time or terminate the Trading Plan at any time.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The responses of each Reporting Person to Items 7 through 13 on the
cover page of this statement relating to beneficial ownership as well as voting
and dispositive power are incorporated herein by reference. The Reporting
Persons share voting and dispositive power of the 7,084,776 shares of Common
Stock held by Family solely as a result of the described herein control person
relationships. The following transaction occurred within the last 60 days with
respect to shares of Common Stock of Alamosa held by the Reporting Persons: On
November 13, 2001, the Reporting Persons sold 200,000 shares of Alamosa Common
Stock at a price of $14.75 per share before underwriting commissions and
discounts, pursuant to the terms of an underwriting agreement entered into with
Salomon Smith Barney on behalf of the several underwriters named therein. The
transaction was effected pursuant to a registration statement filed by Alamosa
pursuant to the Securities Act of 1933.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Except as described in Item 4 above, no Reporting Person is a party to
any contract, arrangement, understanding or relationship, legal or otherwise,
with respect to any securities of Alamosa.
----------------------- -----------------
CUSIP No. - 011589 10 8 Page 6 of 9 Pages
----------------------- -----------------
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1 Joint Filing Agreement, dated as of February 23, 2001,
entered into by and between Budagher Family, LLC and
Michael R. Budagher.
----------------------- -----------------
CUSIP No. - 011589 10 8 Page 7 of 9 Pages
----------------------- -----------------
SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, each of the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Date: November 29, 2001
BUDAGHER FAMILY, LLC
By: /s/ Michael R. Budhager
-------------------------------
Michael R. Budagher
Manager
/s/ Michael R. Budhager
-------------------------------
MICHAEL R. BUDAGHER
----------------------- -----------------
CUSIP No. - 011589 10 8 Page 8 of 9 Pages
----------------------- -----------------
INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION
-------------- -----------
Exhibit 1 Joint Filing Agreement, dated as of February 23, 2000
entered into by and between Budagher Family, LLC and
Michael R. Budagher.