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`
`<DOCUMENT>
`<TYPE>S-4
`<SEQUENCE>1
`<FILENAME>ds4.txt
`<DESCRIPTION>FORM S-4
`<TEXT>
`<PAGE>
` As filed with the Securities and Exchange Commission on July 10, 2002
` Registration No. 333-
` Registration No. 333-
`================================================================================
` SECURITIES AND EXCHANGE COMMISSION
` Washington, D.C. 20549
` -----------------
` Form S-4
` REGISTRATION STATEMENT
` UNDER
` THE SECURITIES ACT OF 1933
` -----------------
` CELLCO PARTNERSHIP
` (Exact name of registrant as specified in its charter)
`<TABLE>
`<S> <C> <C>
` Delaware 4812 22-3372889
` (State or other (Primary Standard (I.R.S. Employer
` jurisdiction of Industrial Identification No.)
` incorporation or Classification Code
` organization) Number)
`</TABLE>
` VERIZON WIRELESS CAPITAL LLC
` (Exact name of registrant as specified in its charter)
`<TABLE>
`<S> <C> <C>
` Delaware 4812 52-2362382
` (State or other (Primary Standard (I.R.S.
` jurisdiction of Industrial Classification Employer Identification
` incorporation or Code Number) No.)
` organization)
`</TABLE>
` 180 Washington Valley Road
` Bedminster, NJ 07921
` (908) 306-7000
` (Address, including zip code, and telephone number, including area code, of
` registrant's principal executive offices)
` Andrew N. Halford
` Chief Financial Officer
` 180 Washington Valley Road
` Bedminster, NJ 07921
` (908) 306-7000
`(Name, address, including zip code, and telephone number, including area code,
` of agent for service)
` -----------------
` Copies to:
` Francis J. Morison
` Richard D. Truesdell, Jr.
` Davis Polk & Wardwell
` 450 Lexington Avenue
` New York, New York 10017
` (212) 450-4000
` -----------------
` Approximate date of commencement of proposed sale to the public: From time
`to time after the effective date of this Registration Statement.
` If the securities being registered on this Form are being offered in
`connection with the formation of a holding company and there is compliance with
`General Instruction G, check the following box: [_]
` If this form is filed to register additional securities for an offering
`pursuant to Rule 462(b) under the Securities Act, check the following box and
`list the Securities Act registration statement number of the earlier effective
`registration statement for the same offering. [_]__________
` If this form is a post-effective amendment filed pursuant to Rule 462(d)
`under the Securities Act, check the following box and list the Securities Act
`registration statement number of the earlier effective registration statement
`for the same offering. [_]__________
` -----------------
` CALCULATION OF REGISTRATION FEE
`--------------------------------------------------------------------------------
`<TABLE>
`<CAPTION>
`--------------------------------------------------------------------------------------------------------
` Proposed Proposed Amount of
`Title of Each Class of Securities to be Amount to Maximum Offering Maximum Aggregate Registration
` Registered be Registered Price Per Unit(1) Offering Price(1) Fee(2)
`--------------------------------------------------------------------------------------------------------
`<S> <C> <C> <C> <C>
`Floating Rate Exchange Notes Due 2003... $1,500,000,000 93% $1,395,000,000 $128,340
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`5.375% Exchange Notes Due 2006.......... $2,500,000,000 90% $2,250,000,000 $207,000
`</TABLE>
`--------------------------------------------------------------------------------
`(1) Estimated solely for the purpose of calculating the amount of the
` registration fee.
`(2) Calculated pursuant to Rule 457 under the Securities Act of 1933 based on
` the market value of the securities to be canceled in the exchange. The
` average of the bid and asked price of the Floating Rate Notes due 2003 at
` the close of business on July 5, 2002 was $930. The average of the bid and
` asked price of the 5.375% Notes due 2006 at the close of business on July
` 5, 2002 was $900.
` The registrant hereby amends this Registration Statement on such date or
`dates as may be necessary to delay its effective date until the registrant
`shall file a further amendment which specifically states that this Registration
`Statement shall thereafter become effective in accordance with Section 8(a) of
`the Securities Act of 1933, as amended or until the Registration Statement
`shall become effective on such date as the Commission, acting pursuant to said
`Section 8(a), may determine.
`================================================================================
`<PAGE>
`The information in this prospectus is not complete and may be changed. We may
`not sell these securities until the registration statement filed with the
`Securities and Exchange Commission is effective. This prospectus is not an
`offer to sell these securities and we are not soliciting offers to buy these
`securities in any state where the offer or sale is not permitted.
`PROSPECTUS (SUBJECT TO COMPLETION)
`(Issued July , 2002)
`
` Cellco Partnership
` Verizon Wireless Capital LLC
` [LOGO OF VERIZON WIRELESS INC.]
` Offer to Exchange
` Floating Rate Notes due 2003 for
` Floating Rate Exchange Notes due 2003
` and
` 5.375% Notes due 2006 for
` 5.375% Exchange Notes due 2006
` Cellco and Verizon Wireless Capital are offering to exchange up to
`$1,500,000,000 of new Floating Rate Exchange Notes due 2003 and up to
`$2,500,000,000 of new 5.375% Exchange Notes due 2006, which we refer to as the
`new notes, for up to $1,500,000,000 of their existing Floating Rate Notes due
`2003 and $2,500,000,000 of their existing 5.375% Notes due 2006, which we refer
`to as the old notes. The terms of the new notes of each series are identical in
`all material respects to the terms of the old notes of the same series, except
`that the new notes have been registered under the Securities Act, and the
`transfer restrictions and registration rights relating to the old notes do not
`apply to the new notes.
` The new notes and the old notes are joint and several obligations of Cellco
`and Verizon Wireless Capital, which co-issued the notes.
` To exchange your old notes for new notes:
` . you are required to make the representations described on page 124 to us;
` . you must complete and send the letter of transmittal that accompanies
` this prospectus to the exchange agent, Wachovia Bank, National
` Association, by 5:00 p.m., New York time, on , 2002, unless the issuers
` extend the expiration date; and
` . you should read the section called "The Exchange Offer" for further
` information on how to exchange your old notes for new notes
` -----------------
` Each broker-dealer that receives new notes for its own account pursuant to
`this exchange offer must acknowledge that it will deliver a prospectus in
`connection with any resale of such new notes. The letter of transmittal states
`that by so acknowledging and by delivering a prospectus, a broker-dealer will
`not be deemed to admit that it is an "underwriter" within the meaning of the
`Securities Act. This prospectus, as it may be amended or supplemented from time
`to time, may be used by a broker-dealer in connection with resales of new notes
`received in exchange for the old notes where such notes were acquired by such
`broker-dealer as a result of market-making activities or other trading
`activities. The issuers have agreed that, for a period of 90 days after the
`expiration of the exchange offer, they will make this prospectus available to
`any broker-dealer for use in connection with any such resale. See "Plan of
`Distribution".
` -----------------
` See "Risk Factors" beginning on page 9 for a discussion of risk factors that
`should be considered by you prior to tendering your old notes in the exchange
`offer.
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` Neither the Securities and Exchange Commission nor any state securities
`commission has approved or disapproved of the securities to be issued in the
`exchange offer or passed upon the adequacy or accuracy of this Prospectus. Any
`representation to the contrary is a criminal offense.
` , 2002
`<PAGE>
` You should rely only on the information contained in this prospectus. We
`have not authorized anyone to provide you with different information. We are
`not, and the initial purchasers are not, making an offer of these securities in
`any state where the offer is not permitted. You should not assume that the
`information contained in this prospectus is accurate as of any date other than
`the date on the front of this prospectus.
` -----------------
` TABLE OF CONTENTS
`<TABLE>
`<CAPTION>
` Page
` ----
`<S> <C>
`Summary.............................................................................. 1
`Risk Factors......................................................................... 9
`Verizon Wireless Organizational Structure............................................ 22
`Use of Proceeds...................................................................... 23
`Capitalization....................................................................... 24
`Selected Historical Financial Data................................................... 25
`Management's Discussion and Analysis of Financial Condition and Results of Operations 27
`Business............................................................................. 43
`Management........................................................................... 78
`Certain Relationships and Related Party Transactions................................. 91
`Our Partners......................................................................... 105
`Description of Notes................................................................. 106
`The Exchange Offer................................................................... 118
`Material U.S. Federal Tax Considerations of the Exchange Offer....................... 125
`Plan of Distribution................................................................. 125
`Legal Matters........................................................................ 126
`Experts.............................................................................. 126
`Change in Accountants................................................................ 127
`Where You Can Find More Information.................................................. 127
`Index to Financial Statements........................................................ F-1
`</TABLE>
` -----------------
` In this prospectus "Verizon Wireless", "the partnership", "our company",
`"we", "us" and "our" refer to Cellco Partnership, which does business as
`Verizon Wireless, and, unless the context indicates otherwise, its
`subsidiaries, and references to "the issuers" refer to Cellco Partnership and
`Verizon Wireless Capital LLC, which will jointly and severally issue the notes.
`References to "our partners" refer to Verizon Communications Inc., and its
`subsidiaries, as well as Vodafone Group Plc, and its subsidiaries, which are
`the partners in Cellco Partnership.
` -----------------
` Until , 2002, all dealers that buy, sell or trade new notes may be
`required to deliver a prospectus. This is in addition to the dealers'
`obligation to deliver a prospectus when acting as underwriters and with respect
`to their unsold allotments or subscriptions.
` i
`<PAGE>
` SUMMARY
` This summary highlights the more detailed information in this prospectus and
`you should read the entire prospectus carefully.
` THE EXCHANGE OFFER
`Securities Offered.......... The issuers are offering up to $1,500,000,000
` aggregate principal amount of Floating Rate
` Exchange Notes due 2003 and up to $2,500,000,000
` aggregate principal amount of 5.375% Exchange
` Notes due 2006, which have been registered under
` the Securities Act.
`The Exchange Offer.......... The issuers are offering to issue the new notes
` in exchange for a like principal amount of your
` old notes in order to satisfy our obligations
` contained in the registration rights agreement
` entered into when the old notes were sold in
` transactions exempt from registration with the
` SEC. For procedures for tendering, see "The
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` Exchange Offer."
`Tenders, Expiration Date,
` Withdrawal................ The exchange offer will expire at 5:00 p.m. New
` York City time on , 2002 unless it is
` extended. If you decide to exchange your old
` notes for new notes, you must acknowledge that
` you are not engaging in, and do not intend to
` engage in, a distribution of the new notes. If
` you decide to tender your old notes in the
` exchange offer, you may withdraw them at any time
` prior to , 2002. If the issuers decide for
` any reason not to accept any old notes for
` exchange, your old notes will be returned to you
` without expense to you promptly after the
` exchange offer expires.
`Federal Income Tax
` Consequences.............. Your exchange of old notes for new notes in the
` exchange offer will not result in any income,
` gain or loss to you for Federal income tax
` purposes. See "Material United States Federal
` Income Tax Consequences of the Exchange Offer."
`Use of Proceeds............. The issuers will not receive any proceeds from
` the issuance of the new notes in the exchange
` offer.
`Exchange Agent.............. Wachovia Bank, National Association is the
` exchange agent for the exchange offer.
`Failure to Tender Your Old
` Notes..................... If you fail to tender your old notes in the
` exchange offer, you will not have any further
` rights under the registration rights agreement,
` including any right to require the issuers to
` register your old notes or to pay you additional
` interest.
` 1
`<PAGE>
` You will be able to resell the new notes without registering them with the
`SEC if you meet the requirements described below
` Based on interpretations by the SEC's staff in no-action letters issued to
`third parties, the issuers believe that new notes issued in exchange for old
`notes in the exchange offer may be offered for resale, resold or otherwise
`transferred by you without registering the new notes under the Securities Act
`or delivering a prospectus, unless you are a broker-dealer receiving securities
`for your own account, so long as:
` . you are not an "affiliate", which is defined in Rule 405 of the Securities
` Act, of either issuer;
` . you acquire the new notes in the ordinary course of your business; and
` . you have no arrangement or understanding with any person to participate,
` and are not engaged, and do not intend to engage, in a distribution of the
` new notes.
` If you are our affiliate, or you are engaged in, intend to engage in or have
`any arrangement or understanding with respect to, the distribution of new notes
`acquired in the exchange offer, you (1) should not rely on our interpretations
`of the position of the SEC's staff and (2) must comply with the registration
`and prospectus delivery requirements of the Securities Act in connection with
`any resale transaction.
` If you are a broker-dealer and receive new notes for your own account in the
`exchange offer:
` . you must represent that you do not have any arrangement with us or any of
` our affiliates to distribute the new notes;
` . you must acknowledge that you will deliver a prospectus in connection with
` any resale of the new notes you receive from us in the exchange offer; the
` letter of transmittal states that by so acknowledging and by delivering a
` prospectus, you will not be deemed to admit that you are an "underwriter"
` within the meaning of the Securities Act; and
` . you may use this prospectus, as it may be amended or supplemented from
` time to time, in connection with the resale of new notes received in
` exchange for old notes acquired by you as a result of market-making or
` other trading activities.
` For a period of 90 days after the expiration of the exchange offer, the
`issuers will make this prospectus available to any broker-dealer for use in
`connection with any resale described above.
` 2
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`<PAGE>
` SUMMARY DESCRIPTION OF THE NOTES
` The terms of the new notes and the old notes are identical in all material
`respects, except that the new notes have been registered under the Securities
`Act, and the transfer restrictions and registration rights relating to the old
`notes do not apply to the new notes.
`Maturity Date:
` Floating Rate Notes... December 17, 2003
` 2006 Notes............ December 15, 2006
`Interest Payment Dates:
` Floating Rate Notes... Each March 17, June 17, September 17 and December
` 17.
` 2006 Notes............ Each June 15 and December 15.
`Optional Redemption......... The issuers may not redeem the floating rate
` notes at any time prior to maturity.
` The issuers may redeem any of the 2006 notes at
` any time at a purchase price equal to 100% of
` their principal amount plus accrued interest and
` a "make whole" premium.
`Ranking..................... The notes will rank equally to all of the
` issuers' other existing and future unsecured and
` unsubordinated indebtedness, but will effectively
` be junior to all of their existing and future
` secured indebtedness, to the extent of the value
` of the assets securing that indebtedness. The
` notes will also effectively rank junior to all
` existing and future liabilities of the issuers'
` subsidiaries, none of which will guarantee the
` notes.
`Certain Covenants........... The terms of the notes restrict the ability of
` the issuers and certain of their subsidiaries (as
` described in "Description of Notes") to create
` liens on any property that would constitute
` "principal property" under the indenture and to
` effect a consolidation or merger. However, these
` limitations will be subject to a number of
` important qualifications and exceptions.
`Non-Recourse................ You will not have any recourse as a holder of the
` notes to any of the existing or future partners
` in the partnership.
` 3
`<PAGE>
` VERIZON WIRELESS
`General
` We are the leading wireless communications provider in the United States in
`terms of the number of subscribers, revenues and operating cash flow and offer
`wireless voice and data services across the most extensive network in the
`United States:
` . We have the largest subscriber base in the United States, with 29.6
` million subscribers as of March 31, 2002, of which approximately 24
` million were digital subscribers;
` . we have FCC licenses to offer our services in areas where approximately
` 250 million people reside;
` . our network provides service in, or covers, areas where approximately 89%
` of the population in our licensed areas, or 223 million people, reside and
` in 49 of the 50 and 97 of the 100 most populated U.S. metropolitan areas;
` . our network provides digital coverage in areas where approximately 210
` million people reside, including in almost every major U.S. city;
` . we had revenues of $17.4 billion for the year ended December 31, 2001 and
` revenues of $4.4 billion for the three months ended March 31, 2002; and
` . we had net income of $1.3 billion for the year ended December 31, 2001 and
` net income of $0.5 billion for the three months ended March 31, 2002.
`Our broad network coverage, digital technology, widespread distribution
`channels and operating and financial strength position us to take advantage of
`the growing demand for wireless voice and data services.
` We believe that the breadth and quality of our network, including our
`digital technology, is a significant competitive advantage. Our extensive
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`coverage enables us to cost-effectively offer innovative pricing, such as our
`America's Choice plans, enhanced features and other targeted service packages.
`Our digital network uses a wireless digital transmission standard known as code
`division multiple access, or CDMA, which provides high-quality service to
`customers on a cost-effective basis. As of March 31, 2002, our digital network
`reached approximately 94% of the population covered by our service, and we
`expect that by the end of 2003 digital service will be available in nearly 100%
`of our network.
` Our CDMA network positions us to meet the growing voice and data needs of
`our customers and allows us to migrate efficiently to the next generation of
`technologies, such as "1XRTT," a technology upgrade of CDMA. Upon full
`deployment of our 1XRTT network and 1XRTT handsets, we expect that this
`technology will effectively double our network's voice capacity compared to the
`previous version of CDMA and will allow higher speed transmission of data at
`rates between 40 and 60 kilobits per second, with bursts up to 144 kilobits per
`second, depending on network traffic levels. We have commercially deployed
`1XRTT in portions of our network that provide service to, or cover,
`approximately 33% of the population covered by our network and expect that
`approximately 67% of our network will have been upgraded to 1XRTT technology by
`the end of the third quarter of 2002.
` We are poised to take advantage of the projected high demand for wireless
`data services and are an industry leader in developing new, differentiated
`wireless data services and applications to meet this growing demand. For
`example, we were the first major wireless communications provider to offer
` 4
`<PAGE>
`
`data services through handsets that subscribers can customize using a
`desktop-accessible Internet portal. We expect continuing growth from wireless
`data services as a result of the introduction of new applications for
`businesses and consumers, including access to e-mail and Internet content,
`synchronization of contact and calendar information with desktop computers and
`downloadable applications. To remain competitive and to take advantage of these
`growth opportunities, we will need to meet substantial build-out requirements,
`which may be costly.
`Business Strategy
` Our goal is to be the acknowledged market leader in providing wireless voice
`and data services in the United States with a focus on high-quality service
`across a cost-effective network while meeting and exceeding the growing needs
`of our customers. To accomplish this goal, we must continue to implement the
`following key elements of our business strategy:
` . profitably acquire, satisfy and retain customers and increase the value
` of our service offerings to customers;
` . invest in and expand our digital network and convert our remaining
` analog users to digital service;
` . continue to strengthen, promote and differentiate the "Verizon Wireless"
` brand;
` . increase operating margins and capital efficiency;
` . expand our wireless data and messaging offerings for both consumer and
` business customers;
` . continue to realize synergies from the combination of our predecessor
` companies; and
` . capitalize on our relationships with our two partners, Verizon
` Communications Inc. and Vodafone Group Plc.
`Our Structure
` We are managed by a board of representatives, which is comprised of 4
`representatives selected by Verizon Communications and 3 selected by Vodafone.
`As a result, Verizon Communications controls us, and will continue to do so as
`long as it owns at least 20% of our partnership interests. However, so long as
`Vodafone owns at least 20% of our partnership interests, approval by at least 2
`of its representatives is required for various significant transactions,
`including issuances of equity and significant acquisitions and dispositions.
` We are highly dependent upon our partners. Verizon Communications owns the
`"Verizon Wireless" brand name, which we license on a non-exclusive basis. In
`addition, we may be required to repurchase up to $20 billion of Vodafone's
`interest in the partnership in stages beginning in July 2003, which may require
`us to incur debt or use cash flows from operations that would otherwise be
`available for other uses.
`Proposed Initial Public Offering
` We have announced an intent to undertake, subject to market and other
`conditions, an initial public offering of Verizon Wireless, which would be
`effectuated by Verizon Wireless Inc., a newly formed company that would
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`contribute the proceeds of its initial public offering of common stock to us in
`exchange for a partnership interest and become our managing general partner.
`The initial public
` 5
`<PAGE>
`offering will require an amendment to our partnership agreement. Upon
`completion of that initial public offering, Verizon Communications would
`control Verizon Wireless Inc. through its ownership of high-vote stock that
`would entitle it to elect a majority of directors, subject to approval rights
`over certain matters to be exercised by directors selected by Vodafone, and
`each partner would also retain certain veto rights to be exercised at the
`partnership level. We have no obligation to effect the initial public offering
`and you should not invest in the notes with the expectation that the initial
`public offering will occur.
`Verizon Wireless Capital LLC
` Verizon Wireless Capital LLC is a wholly-owned subsidiary of Cellco
`Partnership. It is a Delaware limited liability company formed as a special
`purpose finance subsidiary to facilitate the offering of the notes and
`additional debt securities of Cellco Partnership in the future by acting as
`co-issuer. Other than the financing activities as a co-issuer of Cellco
`Partnership indebtedness, Verizon Wireless Capital LLC has no material assets,
`operations or revenues. You should therefore not expect it to participate in
`debt service on the notes.
` -----------------
` Our principal executive offices are located at 180 Washington Valley Road,
`Bedminster, New Jersey 07921, and our telephone number is (908) 306-7000.
`
` 6
`<PAGE>
`
` SUMMARY FINANCIAL AND OTHER DATA
` The following table presents summary consolidated historical financial and
`operating data. The data presented in this table is derived from the historical
`financial statements and related notes which are included elsewhere in this
`prospectus. You should read those sections for a further explanation of the
`financial data summarized here. You should also read our "Management's
`Discussion and Analysis of Financial Condition and Results of Operations."
`<TABLE>
`<CAPTION>
` Three Months Ended
` Year Ended March 31,
` December 31, -----------------
` 2001 2001 2002
` ------------ ------ ------
` (dollars in millions, except other
` operating data)
`<S> <C> <C> <C>
`Statement of Operations Data:
`Operating revenue:
`Service revenues................................................... $16,011 $3,731 $4,052
`Equipment and other...........................