Dobson Communications Corporation Form 8-K

Oklahoma City, Oklahoma, UNITED STATES


OKLAHOMA CITY, Nov. 8, 2000 (PRIMEZONE) -- Dobson Communications Corp. (Nasdaq:DCEL):


                  SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C. 20549

                               FORM 8-K

         CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                    SECURITIES EXCHANGE ACT OF 1934

                   DATE OF REPORT: November 8, 2000

          (Date of earliest event reported) November 6, 2000

                  DOBSON COMMUNICATIONS CORPORATION

        (Exact name of registrant as specified in its charter)

           OKLAHOMA               333-23769            73-1110531
 (State or other jurisdiction   (Commission          (IRS Employer
       of incorporation)         File Number)      Identification No.)

       13439 North Broadway Extension, Suite 200
              Oklahoma City, Oklahoma                  73114
       (Address of principal executive offices)     (Zip Code)

                            (405) 529-8500
         (Registrant's telephone number, including area code)

               INFORMATION TO BE INCLUDED IN THE REPORT

 Item 5.  OTHER EVENTS

     On November 6, 2000, the Registrant entered into an agreement
 with AT&T Wireless Services, Inc. providing for the purchase by AT&T
 Wireless of $200.0 million liquidation preference amount of the
 Registrant's Class A Convertible Preferred Stock, a new series of
 preferred stock. The agreement is subject to approval by the boards
 of directors of the Registrant, AT&T Corp., the parent of AT&T
 Wireless, and to regulatory approvals, and to customary closing
 conditions. 

     Each share of the Registrant's Series A Convertible Preferred
 Stock will have a liquidation preference of $1000 plus accrued and
 unpaid dividends, and will provide for cumulative annual dividends
 which will accrue for the first five years following issuance and,
 thereafter, at the Registrant's option, may be paid either in cash or
 in shares of the Registrant's Class A common stock. The Series A
 Convertible Preferred Stock will be convertible into a number of
 shares of the Registrant's Class A common stock within a conversion
 collar determined with reference to the market price of the
 Registrant's Class A common stock at a future date. Based on the
 conversion collar in the agreement, and on a fully diluted basis,
 upon full conversion AT&T Wireless would increase its ownership
 percentage of the Registrant from its current 4.6% to between
 approximately 11.5% and 14.0%.

     If all approvals are obtained, the agreement is expected to close
 in the first quarter of 2001.

                              SIGNATURE

          Pursuant to the requirements of the Securities Exchange Act
 of 1934, the Registrant has duly caused this report to be signed
 on its behalf by the undersigned hereunto duly authorized.

 Date:    November 8, 2000          Dobson Communications Corporation
                                    (Registrant)

                                    By
                                      --------------------------------
                                      Ronald L. Ripley, Vice President


        

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