SEC Info - New Cingular Wireless Services, Inc. - ‘SC 13D/A’ on 9/9/04 re: Rogers Wireless Communications Inc

SEC Info℠

Home

Help

Please Sign In

New Cingular Wireless Services, Inc. – ‘SC 13D/A’ on 9/9/04 re: Rogers Wireless Communications Inc

On: Thursday, 9/9/04, at 7:53am ET · Accession #: 898822-4-898 · File #: 5-61893

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 9/09/04  New Cingular Wireless Svcs, Inc.  SC 13D/A               1:26K  Rogers Wireless Comms Inc         Wachtell Lipton… Katz/FA

Amendment to General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment to General Statement of Beneficial          14     43K 
                          Ownership

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Contracts, Arrangements, Understandings or Relationships With Respect to the Securities of the Issuer Material to Be Filed as Exhibits Purpose of Transaction
1	1st Page - Filing Submission
2	Item 4. Purpose of Transaction
"	Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to the Securities of the Issuer
"	Item 7. Material to Be Filed as Exhibits

SC 13D/A 1st Page of 14 TOC ↑Top Previous Next ↓Bottom Just 1st
 
 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D
 UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)*

 ROGERS WIRELESS COMMUNICATIONS INC.
--------------------------------------------------------------------------------

(Name of Issuer)

Class B Restricted Voting Shares
--------------------------------------------------------------------------------

(Title of Class of Securities)

 775102205
--------------------------------------------------------------------------------

(Cusip Number)

Benjamin F. Stephens
AT&T Wireless Services, Inc.
7277 164th Avenue NE, Building 1
 Redmond, WA 98052
(425) 580-6000
--------------------------------------------------------------------------------

(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)

 September 3, 2004
--------------------------------------------------------------------------------

 (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 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).                                                                         

SC 13D/A 2nd Page of 14 TOC 1st Previous Next ↓Bottom Just 2nd
           This Amendment No. 4 ("Amendment No. 4") amends and supplements the
statement on Schedule 13D initially filed on August 27, 1999, as amended by     
Amendment No. 1. filed on July 23, 2001, Amendment No. 2 filed on  August 21,   
2001 and Amendment No. 3 filed on April 27, 2004 (the "Original Filing").       
Information reported in the Original Filing remains in effect except  to the    
extent that it is amended, restated or superseded by information  contained in  
this Amendment No. 4.  Capitalized terms used and not defined in  this Amendment
No. 4 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 3, 2004, AT&T Wireless Services, Inc., on behalf
of JVII General Partnership ("JVII"), Rogers Communications Inc.("RCI") and,    
with respect to specified portions, Rogers Wireless Communications Inc. ("RWCI")
entered into a letter agreement relating to the securities of RWCI owned by JVII
(the "Letter Agreement"). A copy of the Letter Agreement is attached as Exhibit 
A to this Amendment No. 4 and is incorporated herein by reference.              

   Pursuant to the Letter Agreement, RCI has agreed to waive through
September 30, 2004 certain requirements of the existing shareholder agreement to
allow JVII to explore a possible sale of its interest in RWCI. This amendment   
includes a waiver of RCI's exclusive 21-day right of first negotiation period.  

         The agreement also provides that if the sales price for the interest is
$36.00 (CND) (less applicable commissions or fees and specified expenses) per   
share or less and if JVII decides to pursue the sale at such net sales price,   
RCI would have the right of first refusal to purchase the entire stake directly 
from JVII at the proposed net sales price.                                      

    There can be no assurance that any sale of any shares of RWCI will
occur or as to the terms, manner or timing of any such sale. Any sales will     
depend on market, business and economic conditions, factors relating to the     
Issuer (including the market price of the securities) and other factors that    
JVII and AT&T Wireless may consider relevant.                                   

ITEM 6.  CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT  
TO THE SECURITIES OF THE ISSUER.                                                

Item 6 of the Original Filing is hereby amended by adding the following at the  
end thereof:                                                                    

  On September 3, 2004, the Letter Agreement was executed. A
copy of the Letter Agreement is attached as Exhibit A to this Amendment No. 4   
and is incorporated herein by reference.                                        

ITEM 7.  MATERIAL TO BE FILED AS EXHIBITS.                                      

The following document is filed as an exhibit to this Amendment No. 4:          

Exhibit A:  Letter Agreement dated September 3, 2004                            

SC 13D/A 3rd Page of 14 TOC 1st Previous Next ↓Bottom Just 3rd
 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 3, 2004                                                       

                              AT&T WIRELESS SERVICES, INC.

                             By:    /s/Marilyn J. Wasser
                                    --------------------
                                        Name:  Marilyn J. Wasser
                                                Title:  Executive Vice President

                    MMM HOLDINGS, INC.

                              By:    /s/ Gregory P. Landis
                                     ---------------------
                                        Name:  Gregory P. Landis
                                                Title:  Executive Vice President

                          JVII GENERAL PARTNERSHIP

                                     By:    AT&T Wireless Services, Inc.

                             By:    /s/Marilyn J. Wasser
                                    --------------------
                                        Name:  Marilyn J. Wasser
                                                Title:  Executive Vice President

                           By:    MMM Holdings, Inc.

                              By:    /s/ Gregory P. Landis
                                     ---------------------
                                        Name:  Gregory P. Landis
                                                Title:  Executive Vice President

SC 13D/A 4th Page of 14 TOC 1st Previous Next ↓Bottom Just 4th
 Exhibit Index

Exhibit A:  Letter Agreement dated September 3, 2004                            

SC 13D/A 5th Page of 14 TOC 1st Previous Next ↓Bottom Just 5th
                                                                       Exhibit A

                                                               September 3, 2004

CONFIDENTIAL                                                                    

Mr. Robert Stokes                                                               
Senior Vice-President                                                           
AT&T Wireless Services, Inc.                                                    
16661 NE 72nd Way,                                                              
Redmond, Washington                                                             
U.S.A  98052                                                                    

Dear Robert,                                                                    

           Rogers  Communications  Inc. ("RCI") makes the following  proposal to
JVII General Partnership ("JVII") to assist it in offering to sell its shares of
Rogers Wireless  Communications Inc. ("RWCI"). This proposal is confidential and
no public  announcement  with respect to it shall be made by RCI, RWCI,  JVII or
any of their respective  affiliates,  except as contemplated below. The proposal
of RCI is made on the following terms and conditions:                           

1.   ASSISTANCE IN CONNECTION WITH PRIVATE SALES.                               

     (a)   RCI will assist  JVII,  in  accordance  with the terms of this letter
           agreement,  in making an offer to sell and selling  all, but not less
           than all,  of JVII's  shares of RWCI  through  (i) sales to  non-U.S.
           Persons (as defined in Rule 902 of Regulation S promulgated under the
           U.S.  Securities Act of 1933 (the "Securities  Act")) in transactions
           pursuant  to  exemptions  (x) from  Canadian  securities  laws  under
           applicable  control  block  distribution  rules,  and  (y)  from  the
           registration  requirements  of  Section  5 of the  Securities  Act in
           accordance with Rule 903 of Regulation S promulgated thereunder,  and
           (ii) sales to U.S.  Persons  pursuant to exemptions (x) from Canadian
           securities laws under applicable  control block  distribution  rules,
           and (y) from  Section  5 of the  Securities  Act in  accordance  with
           Section 4(1) of the Securities Act. The  transactions  referred to in
           this paragraph 1(a) are collectively referred to herein as a "Private
           Sale".  Any Private Sale shall be made by JVII in compliance with all
           applicable  securities  laws. For greater  certainty,  a Private Sale
           does not  include  any offer to sell or sale in respect of which JVII
           has  exercised  its rights  under the  existing  registration  rights
agreement                                                 

SC 13D/A 6th Page of 14 TOC 1st Previous Next ↓Bottom Just 6th
-2- 

           (the  "Registration  Rights Agreement") dated August 16, 1999 between
RWCI and JVII.                                            

     (b)   RCI will use its  reasonable  commercial  efforts  to assist  JVII in
completing a Private Sale as provided herein.             

     (c)   JVII  represents,  warrants  and  agrees  to and  with  RCI  that  in
connection with any Private Sale:                         

           (i)    JVII will not knowingly  encourage,  assist or facilitate  any
                  potential  purchaser  or  purchasers  in acting  together as a
                  "group"  (as  determined  pursuant  to Rule  13d - 5(b) of the
                  United  States   Securities  and  Exchange  Act  of  1934)  or
                  otherwise acting in a coordinated  fashion with respect to the
                  purchase  in the Private  Sale of shares of RWCI,  in any such
                  case,  representing more than 5% of the total equity shares of
RWCI outstanding (a "5% Equity Interest");  

           (ii)   JVII  will not  sell to any  potential  purchaser  if JVII has
                  knowledge  that the potential  purchaser is part of or intends
                  to form a "group" (as defined  above) or to  otherwise  act in
                  concert or in a coordinated  fashion,  whether before or after
                  closing,  with one or more other potential  purchasers or with
                  any other  shareholder of RWCI with respect to their shares of
                  RWCI  and  such  potential  purchaser,   together  with  other
                  potential purchasers or shareholders forming part of a "group"
                  or acting in concert or in a  co-ordinated  fashion  with such
                  potential  purchaser,  would otherwise be purchasing in excess
                  of a 5% Equity Interest in the Private Sale. For purposes only
                  of this paragraph 1(c) (and,  for greater  certainty,  not for
                  purposes of  paragraph 3 hereof)  potential  purchasers  whose
                  accounts  are  managed by a single  financial  institution  or
                  investment  manager  (and any of their  affiliates)  shall not
                  constitute  a "group" or  otherwise  be  considered  to act in
                  concert or in a  co-ordinated  fashion by reason  only of such
common management; and                      

SC 13D/A 7th Page of 14 TOC 1st Previous Next ↓Bottom Just 7th
-3- 

           (iii)  JVII  will  ensure  that  its  agents,   representatives   and
                  financial  advisors (its  "Representatives")  are aware of the
                  provisions  of this  paragraph  1(c) and that they will advise
                  JVII of any information  relating to any of the  circumstances
                  referred to in clauses (i) and (ii) of this  paragraph 1(c) of
                  which they have  knowledge  including  knowledge  based on the
                  inquiry  contemplated  in paragraph  3(a) (without any further
duty of inquiry).                           

           For  greater  certainty,  it is  acknowledged  and  agreed  that  the
           provisions of this paragraph 1(c) shall not apply to the ownership or
           acquisition  of any shares of RWCI by any person other than through a
Private Sale.                                             

     (d)   In  connection  with any Private  Sale to a U.S.  Person,  any broker
           effecting a transaction on behalf of JVII will obtain a letter signed
           by such U.S. Person substantially in the form attached hereto and the
           certificates (including any global certificate) evidencing the shares
           sold to such U.S. Person shall bear the following legend referring to
restrictions on transferability under the Securities Act: 

           THE SHARES  REPRESENTED BY THIS  CERTIFICATE HAVE NOT BEEN REGISTERED
           UNDER THE SECURITIES ACT OF 1933 (THE  "SECURITIES  ACT") AND MAY NOT
           BE  OFFERED  FOR SALE,  SOLD,  ASSIGNED,  HYPOTHECATED  OR  OTHERWISE
           TRANSFERRED  EXCEPT (I) OUTSIDE THE UNITED STATES IN ACCORDANCE  WITH
           THE  PROVISIONS  OF  REGULATION  S UNDER  THE  SECURITIES  ACT,  (II)
           PURSUANT TO RULE 144 UNDER THE SECURITIES ACT (IF  AVAILABLE),  (III)
           PURSUANT TO ANOTHER AVAILABLE  EXEMPTION FROM REGISTRATION  UNDER THE
           SECURITIES  ACT  OR  (IV)  PURSUANT  TO  AN  EFFECTIVE   REGISTRATION
           STATEMENT  UNDER THE SECURITIES ACT, IN EACH CASE, IN ACCORDANCE WITH
           ANY APPLICABLE  SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND
           SUBJECT TO THE RIGHT OF THE COMPANY AND THE TRANSFER  AGENT (A) PRIOR
           TO THE  REMOVAL OF THIS  LEGEND IN  CONNECTION  WITH ANY SUCH  OFFER,
           SALE, ASSIGNMENT, HYPOTHECATION OR OTHER TRANSFER PURSUANT TO CLAUSES
(I)                                                       

SC 13D/A 8th Page of 14 TOC 1st Previous Next ↓Bottom Just 8th
-4- 

           OR (II) TO REQUIRE THE  DELIVERY OF A  DECLARATION  THAT THE TRANSFER
           COMPLIES   WITH  THE   FOREGOING   RESTRICTIONS   AND  (B)  PRIOR  TO
           REGISTRATION  OF  TRANSFER  OF  ANY  SUCH  OFFER,  SALE,  ASSIGNMENT,
           HYPOTHECATION OR OTHER TRANSFER  PURSUANT TO CLAUSE (III), TO REQUIRE
           THE DELIVERY OF AN OPINION OF COUNSEL AND SUCH  CERTIFICATES  AS THEY
           MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE
FOREGOING RESTRICTIONS.                                   

           In  connection  with  a  sale,  assignment,  hypothecation  or  other
           transfer  pursuant  to  clause  (I),  (II) or  (IV) of the  foregoing
           legend,   such  legend   shall  be  removed   from  the   certificate
           representing  the shares so  transferred  if the seller has  complied
with the conditions set forth in the foregoing legend.    

     (e)   In connection  with a Private  Sale,  if and when  requested by JVII,
           RWCI will permit due  diligence  by JVII and its  financial  advisors
           solely through a single due diligence  meeting with senior management
           of RWCI (as  determined  by RWCI)  attended by JVII and such advisors
           (and which may include  their legal  counsel)  who shall,  subject as
           hereafter   provided,   treat   all   information   communicated   as
           confidential  ("Confidential  Information") except as may be required
           by  subpoena,  court order or legal  process or pursuant to a legally
           binding  request  by a  governmental  agency or  authority.  Such due
           diligence  meeting  shall be held in compliance  with all  applicable
           securities   law  disclosure   requirements.   For  purposes  of  the
           foregoing, the term "Confidential  Information" shall not include any
           information  that (i) at the time of  disclosure  or thereafter is in
           the  public  domain  or is  generally  available  to and known by the
           public (other than as a result of a disclosure directly or indirectly
           by JVII or its Representatives in breach of the foregoing  covenant),
           (ii) was or becomes available to JVII or its  Representatives  from a
           source other than RCI or RWCI provided that such source,  to the best
           of JVII's or its Representatives'  knowledge,  as the case may be, is
           not and was not bound by a  confidentiality  agreement  with or by an
           obligation of confidence to RCI or RWCI or otherwise  prohibited from
communicating  the  information to                        

SC 13D/A 9th Page of 14 TOC 1st Previous Next ↓Bottom Just 9th
-5- 

           JVII or its  Representatives  by a  contractual,  legal or  fiduciary
           obligation,  or (iii) has been independently acquired or developed by
           JVII  or  its   Representatives   without  violating  any  of  JVII's
obligation under this letter agreement.                   

2.   DEADLINE.  It is  important to RCI and RWCI  that any Private Sale minimize
     disruption  to  the  business  of  RWCI  and  public  markets. Accordingly,
     subject  to  the terms of  this letter agreement, any Private Sale effected
     pursuant to this agreement  must be completed promptly and  in any event on
or prior to September 30, 2004.                                       

3.   WAIVER OF RIGHT OF FIRST NEGOTIATION.                                      

     (a)   In  connection  with a Private  Sale made in  reliance on this letter
           agreement  (but not in  connection  with any other  sale of shares by
           JVII), RCI waives its Right of First  Negotiation (as defined and set
           forth in section 7.1 of the  existing  shareholders  agreement  dated
           August  16,  1999,  as  amended,   among  RCI,  RWCI  and  JVII  (the
           "Shareholders  Agreement")) other than the requirement that all Class
           A Multiple Voting shares of RWCI be converted into Class B Restricted
           Voting  shares of RWCI prior to the  completion  of any Private  Sale
           thereof  and  that no one  Person  (as  defined  in the  Shareholders
           Agreement)  following  completion  of the Private Sale  acquires more
           than a 5% Equity  Interest,  except for  Persons  who are  equipment,
           software  or service  providers  to the RWCI Group (as defined in the
           Shareholders  Agreement)  who have an ongoing  business  relationship
           with the RWCI Group, which Persons may acquire up to 10% of the total
           equity   shares   outstanding.   In  complying   with  the  foregoing
           restriction, JVII and its Representatives will at the initial contact
           with a  potential  purchaser  in  connection  with a Private  Sale or
           promptly  thereafter  (but in any event prior to the  consummation of
           any sale to such purchaser)  inquire orally whether such purchaser is
           then an owner of Class B Restricted Voting shares of RWCI, and if so,
           the  number  of  Class  B  Restricted  Voting  shares  owned.  If the
           potential  purchaser advises that it is an owner of a specific number
           of Class B Restricted Voting shares, JVII agrees that the shares that
           the  potential  purchaser  advises  are so owned  will be  counted as
           shares sold pursuant to the Private Sale in determining  whether such
potential purchaser  immediately  following completion    

SC 13D/A 10th Page of 14 TOC 1st Previous Next ↓Bottom Just 10th
-6- 

           of the Private Sale acquires  more than a 5% Equity  Interest (or 10%
           of the  total  equity  outstanding  in the  case of  Persons  who are
           equipment,  software or service providers to the RWCI Group) pursuant
           to the Private Sale.  JVII and its  Representatives  may rely in good
           faith on the oral  responses  given by a potential  purchaser  to any
           such  inquiry  and shall have no  obligation  to make any  further or
           other  inquiries of any such  potential  purchaser  (and, for greater
           certainty,  shall not be  required  to take any action to update such
           information  subsequent  to the  initial  inquiry)  or to obtain  any
         written representations or warranties from the potential purchaser.

     (b)   JVII agrees that it will not give notice to RCI under section  7.1(b)
           of  the  Shareholders   Agreement  while  this  letter  agreement  is
           effective.  JVII and RCI  acknowledge and agree that any Private Sale
           or sale made to RCI under  paragraph  4(a) of this  letter  agreement
           shall be deemed to comply  with the  provisions  of the  Shareholders
Agreement, including section 5.1 thereof.                 

4.   PURCHASE RIGHT.                                                            

     (a)   RCI shall have the right under this letter agreement to purchase all,
           but not less than all, of the shares being  offered for sale pursuant
           to a Private  Sale made in reliance on this letter  agreement  at the
           proposed  final sale price per share to JVII,  less  Commissions  and
           Expenses (as defined  below) (the "JVII Net Sale Price") in the event
           that the JVII Net Sale  Price is $36.00  (Cdn.) per share or less and
           JVII wishes to proceed  with the Private  Sale at such price.  In the
           event  that JVII  wishes  to  proceed  with a Private  Sale that will
           result in a JVII Net Sale Price that is equal to or less than  $36.00
           (Cdn.) per share,  JVII must give prompt written notice to RCI by (i)
           personal  delivery  directly  into  the  hands of one of:  Edward  S.
           Rogers,  O.C., Alan D. Horn or David P. Miller,  or (ii) simultaneous
           e-mail  transmission  (sent to all of the following e-mail addresses:
ted.rogers@rci.rogers.com, alan.horn@rci.rogers.com,      
           david.miller@rci.rogers.com  and  jturner@torys.com)  of the JVII Net
           Sale Price,  and RCI shall have 24 hours from  receipt of such notice
           to decide  whether or not to purchase  all, but not less than all, of
the shares  being  offered for sale at the JVII           

SC 13D/A 11th Page of 14 TOC 1st Previous Next ↓Bottom Just 11th
-7- 

           Net Sale Price. For purposes of the foregoing,  any personal delivery
           or  e-mail  transmission  received  by  RCI  on a day  that  is not a
           business  day (a business  day being a day that is not a weekend or a
           statutory  holiday in Toronto),  or that is received  after 4:00 p.m.
           (Toronto  time) on a  business  day,  shall be  deemed  to have  been
           received at 8:00 a.m.  (Toronto time) on the next business day. (As a
           matter of courtesy a voice mail  message  shall be left for Alan Horn
           at  416-935-3555  in the event that e-mail notice is given under this
           paragraph,  but  the  failure  to  leave  such a  message  shall  not
           invalidate  any  notice  otherwise  given  in  accordance  with  this
           paragraph.)  JVII  agrees that it will not give a notice to RCI under
           this  paragraph  4(a) prior to September  10,  2004.  To exercise its
           right to purchase  under this  paragraph  4(a), RCI must give written
           notice  by  simultaneous  e-mail  transmission  sent  to  all  of the
           following  e-mail  addresses  prior to the  expiry of the  applicable
  deadline: robert.stokes@attws.com; marilyn.wasser@attws.com;
           yukio.morikubo@attws.com;  and bmiller@tor.fasken.com. RCI's right to
           purchase  under this  paragraph  may be  assigned  by it to any other
           person,  other than RWCI or a subsidiary of RWCI. For purposes of the
           foregoing,  "Commissions"  shall mean the actual  commissions or fees
           (calculated on a per share basis excluding any expense  reimbursement
           or taxes)  payable  by JVII to a  selling  dealer  retained  by it in
           connection  with a Private Sale and "Expenses"  shall mean the amount
of $0.03 (Cdn.) per share.                                

     (b)   If  timely  notice  is not  received  by JVII of  RCI's  decision  to
           purchase the shares under the purchase  right  contained in paragraph
           4(a),  JVII shall be permitted  thereafter  to sell all, but not less
           than all,  of its  shares at a price per share  that  results in JVII
           receiving a per share price equal to at least the JVII Net Sale Price
so notified to RCI as provided by this letter agreement.  

     (c)   If RCI  exercises  its  purchase  right  under  paragraph  4(a),  the
           purchase  price for the  shares of RWCI shall be paid in cash and the
           purchase  shall be  completed  by RCI on the date and at the place in
           the City of Toronto specified in writing by RCI to JVII at least five
           business  days prior to the proposed  date of closing,  provided that
           the date of closing shall be no later than 30 calendar days following
exercise  by                                              

SC 13D/A 12th Page of 14 TOC 1st Previous Next ↓Bottom Just 12th
-8- 

           RCI of its purchase  right.  For the purpose of this paragraph  4(c),
           RCI includes any assignee of RCI's right to purchase under  paragraph
4(a) hereof.                                              

5.   TERMINATION.  All rights of JVII or RCI under  this letter  agreement shall
     automatically  terminate  on  September 30, 2004 if a  Private Sale has not
     been completed on or before that date unless RCI has exercised its right to
     purchase under paragraph 4(a) hereof. The provisions of the waiver referred
     to in paragraph 3 hereof are one time agreements and, subject to  paragraph
     7 hereof, in the event that this letter agreement terminates, all rights of
     RCI, RWCI and  JVII under the  Shareholders Agreement  and of JVII and RWCI
     under the Registration Rights  Agreement shall thereafter  continue in full
     force and effect in accordance with their respective  terms,  unaffected in
any way by this letter agreement.                                     

6.   COSTS AND  EXPENSES.  All costs  and expenses of or incidental to a Private
     Sale and of or incidental to all matters in connection with a Private  Sale
     (whether or not a  Private  Sale is  completed) shall be borne by JVII (and
     reimbursed to the relevant person) except that JVII shall not be liable for
     any  costs  and  expenses of  RCI  or RWCI in excess  of   $250,000  (Cdn.)
(including GST) in the aggregate.                                     

7.   TERMINATION OF THE SHAREHOLDERS AGREEMENT.                                 

     (a)   In the event that JVII in its sole  discretion  sells  shares of RWCI
           pursuant to a Private Sale made in reliance on this letter agreement,
           or to RCI under  paragraph 4(a) hereof,  the  Shareholders  Agreement
           shall  terminate  and shall be deemed to be  terminated in accordance
           with section 12.1(e) of the Shareholders  Agreement as at the date of
           the closing of such sale.  For greater  certainty,  the  Registration
           Rights   Agreement  shall  continue  in  full  force  and  effect  in
accordance with its terms following a Private Sale.       

     (b)   If the  Shareholders  Agreement  terminates in  accordance  with this
           letter  agreement,  JVII  shall  cause its  nominees  to the board of
directors of RWCI to resign immediately.                  

8.   CONFIDENTIALITY.  The   parties   acknowledge and  agree   that,  following
     acceptance of this proposal by JVII, public disclosure will need to be made
with respect to this agreement,                                       

SC 13D/A 13th Page of 14 TOC 1st Previous Next ↓Bottom Just 13th
-9- 

     including the public filing of this letter agreement. The  parties agree to
     consult with each other prior to making such initial  disclosure  and shall
     use  their  reasonable  efforts  to agree  upon the  language for  any such
disclosure.                                                           

9.   GENERAL.  This  letter  agreement constitutes  the entire agreement of the 
     parties  with  respect to the subject matter hereof  and there are no other
     understandings, agreements, commitments or representations of any nature or
     kind with respect to the subject matter hereof.  This letter agreement will
     be governed by the laws of the Province of Ontario. Time is of the  essence
     of this letter agreement. Except as otherwise expressly set out herein, all
     notices  given by any person under this letter  agreement shall be given in
     accordance  with  the  provisions  of  section  12.3  of  the  Shareholders
Agreement.                                                            

           If the foregoing  proposal is acceptable to JVII,  please sign a copy
of this  letter in the place  below and  return it to me on or before  6:00 p.m.
(Toronto  time) on Friday,  September  3, 2004,  whereupon  (and subject to RWCI
having  executed the  acceptance and agreement set forth below) it will become a
binding  agreement between us, and failing which this proposal shall be void and
of no effect.                                                                   

Yours truly,

                       [Signed] Rogers Communications Inc.

Accepted and Agreed to                                                          
this 3rd day of September, 2004.                                                

[Signed] AT&T Wireless Services, Inc.,                                          
on behalf of JVII General Partnership                                           

SC 13D/A Last Page of 14 TOC 1st Previous Next ↓Bottom Just 14th
-10-

By signing below, RWCI agrees to                                                
permit due diligence in accordance with                                         
paragraph 1(e) of the foregoing letter                                          
agreement, confirms that a Private Sale                                         
made in accordance with that letter                                             
agreement (including a sale to RCI under                                        
paragraph 4(a) thereof) is deemed to                                            
comply with section 5.1 of the                                                  
Shareholders Agreement and agrees that                                          
the Shareholders Agreement shall be                                             
terminated as provided in paragraph 7(a)                                        
thereof (all capitalized terms are used                                         
as defined for purposes of the foregoing                                        
letter agreement).                                                              

Accepted and Agreed to                                                          
this 3rd day of September, 2004.                                                

[Signed] Rogers Wireless                                                        
Communications Inc.

SC 13D/A	1st Page of 14	TOC	↑Top	Previous	Next	↓Bottom	Just 1st

SC 13D/A	2nd Page of 14	TOC	1st	Previous	Next	↓Bottom	Just 2nd

SC 13D/A	3rd Page of 14	TOC	1st	Previous	Next	↓Bottom	Just 3rd

SC 13D/A	4th Page of 14	TOC	1st	Previous	Next	↓Bottom	Just 4th

SC 13D/A	5th Page of 14	TOC	1st	Previous	Next	↓Bottom	Just 5th

SC 13D/A	6th Page of 14	TOC	1st	Previous	Next	↓Bottom	Just 6th

SC 13D/A	7th Page of 14	TOC	1st	Previous	Next	↓Bottom	Just 7th

SC 13D/A	8th Page of 14	TOC	1st	Previous	Next	↓Bottom	Just 8th

SC 13D/A	9th Page of 14	TOC	1st	Previous	Next	↓Bottom	Just 9th

SC 13D/A	10th Page of 14	TOC	1st	Previous	Next	↓Bottom	Just 10th

SC 13D/A	11th Page of 14	TOC	1st	Previous	Next	↓Bottom	Just 11th

SC 13D/A	12th Page of 14	TOC	1st	Previous	Next	↓Bottom	Just 12th

SC 13D/A	13th Page of 14	TOC	1st	Previous	Next	↓Bottom	Just 13th

SC 13D/A	Last Page of 14	TOC	1st	Previous	Next	↓Bottom	Just 14th

Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘SC 13D/A’ Filing	Date	First	Last	Other Filings

	9/30/04	2	12	6-K, 6-K/A
	9/10/04	11		4
Filed on:	9/9/04			SC 13D/A
	9/3/04	1	13	8-K
	4/27/04	2
	8/21/01	2		SC 13D/A
	7/23/01	2
	8/27/99	2
	8/16/99	6	9
				List all Filings

↑Top

Filing Submission 0000898822-04-000898 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

New Cingular Wireless Services, Inc. – ‘SC 13D/A’ on 9/9/04 re: Rogers Wireless Communications Inc

On: Thursday, 9/9/04, at 7:53am ET · Accession #: 898822-4-898 · File #: 5-61893

Previous ‘SC 13D’: ‘SC 13D/A’ on 9/7/04 · Next: ‘SC 13D/A’ on 9/9/04 · Latest: ‘SC 13D/A’ on 10/14/04

Amendment to General Statement of Beneficial Ownership — Schedule 13DFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Amendment to General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents