-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FssUNsykw5PB62DqhnLGcxR6KIxaJUGPjXTzrfWMb5oUwxNcna4VLd6aRUazDi2V +eCLtcAZN9mEOqpCxnAWtQ== 0001116502-06-001959.txt : 20060926 0001116502-06-001959.hdr.sgml : 20060926 20060925193105 ACCESSION NUMBER: 0001116502-06-001959 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060926 DATE AS OF CHANGE: 20060925 GROUP MEMBERS: BRYANT R. RILEY GROUP MEMBERS: RILEY INVESTMENT MANAGEMENT, LLC GROUP MEMBERS: SACC PARTNERS, LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LCC INTERNATIONAL INC CENTRAL INDEX KEY: 0001016229 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 541807038 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-52615 FILM NUMBER: 061107425 BUSINESS ADDRESS: STREET 1: 7925 JONES BRANCH DR STREET 2: STE 800 CITY: MCLEAN STATE: VA ZIP: 22102 BUSINESS PHONE: 7038732000 MAIL ADDRESS: STREET 1: 7925 JONES BRANCH DR STREET 2: SUITE 800 CITY: MCLEAN STATE: VA ZIP: 22102 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Riley Investment Management LLC CENTRAL INDEX KEY: 0001345523 IRS NUMBER: 954799549 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 11100 SANTA MONICA BLVD. STREET 2: SUITE 800 CITY: LOS ANGELES STATE: CA ZIP: 91042 BUSINESS PHONE: 310-966-1444 MAIL ADDRESS: STREET 1: 11100 SANTA MONICA BLVD. STREET 2: SUITE 800 CITY: LOS ANGELES STATE: CA ZIP: 91042 SC 13G/A 1 rileysc13g.htm AMENDMENT TO SCHEDULE 13G Schedule 13D

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


SCHEDULE 13G


Under the Securities Exchange Act of 1934

(Amendment No. 1)*


LCC International, Inc.

(Name of Issuer)


Common Stock

(Title of Class of Securities)


501810105

(CUSIP Number)



September 15, 2006

(Date of Event which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:


X

 Rule 13d-1(b)

  
 

 Rule 13d-1(c)

  
 

 Rule 13d-1(d)


*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 the disclosures provided in a prior cover page.

The information required in 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.  501810105

13G

Page 2 of 8 Pages




1

NAME OF REPORTING PERSON

S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON


Riley Investment Management, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)   [     ]

(b)   [ X ]

3

SEC USE ONLY


4

CITIZENSHIP OR PLACE OF ORGANIZATION


Delaware

NUMBER OF

                              

SHARES

5

SOLE VOTING POWER


2,590,0181

BENEFICIALLY


OWNED BY

6

SHARED VOTING POWER


227,9972

EACH


REPORTING

7

SOLE DISPOSITIVE POWER


2,590,0181

PERSON


WITH

8

SHARED DISPOSITIVE POWER


227,9972

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON


2,590,018

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

[ X ]

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)


10.33%3

12

TYPE OF REPORTING PERSON*


IA

———————

1

Because Riley Investment Management LLC has sole investment and voting power over 2,590,018 shares of Common Stock owned of record by SACC Partners LP, Riley Investment Management LLC may be deemed to have beneficial ownership of these shares.

2

Riley Investment Management LLC has shared voting and dispositive power over 227,997 shares of Common Stock owned of record by investment advisory clients of Riley Investment Management LLC.  However, Riley Investment Management LLC disclaims beneficial ownership of these shares pursuant to Rule 13d-4.

3

Based on 20,808,865 shares of Class A Common Stock and 4,425,577 shares of Class B Common Stock outstanding at August 8, 2006, as reported in LCC International, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006 filed with the Securities and Exchange Commission on August 9, 2006.







CUSIP No.  501810105

13G

Page 3 of 8 Pages




1

NAME OF REPORTING PERSON

S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON


SACC Partners, LP

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)   [     ]

(b)   [ X ]

3

SEC USE ONLY


4

CITIZENSHIP OR PLACE OF ORGANIZATION


Delaware

NUMBER OF

                              

SHARES

5

SOLE VOTING POWER


2,590,018

BENEFICIALLY


OWNED BY

6

SHARED VOTING POWER


-0-

EACH


REPORTING

7

SOLE DISPOSITIVE POWER


2,590,018

PERSON


WITH

8

SHARED DISPOSITIVE POWER


-0-

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON


2,590,018

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

[    ]

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)


10.33%1

12

TYPE OF REPORTING PERSON*


PN

———————

1

Based on 20,808,865 shares of Class A Common Stock and 4,425,577 shares of Class B Common Stock outstanding at August 8, 2006, as reported in LCC International, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006 filed with the Securities and Exchange Commission on August 9, 2006.







CUSIP No.  501810105

13G

Page 4 of 8 Pages




1

NAME OF REPORTING PERSON

S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON


Bryant R. Riley

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)   [     ]

(b)   [ X ]

3

SEC USE ONLY


4

CITIZENSHIP OR PLACE OF ORGANIZATION


California

NUMBER OF

                              

SHARES

5

SOLE VOTING POWER


2,590,0181

BENEFICIALLY


OWNED BY

6

SHARED VOTING POWER


227,9972

EACH


REPORTING

7

SOLE DISPOSITIVE POWER


2,590,0181

PERSON


WITH

8

SHARED DISPOSITIVE POWER


227,9972

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON


2,590,015

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

[ X ]

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)


10.33%3

12

TYPE OF REPORTING PERSON*


IN

———————

1

Includes 2,590,018 shares of Common Stock owned by SACC Partners, LP.  Because Riley Investment Management LLC has sole voting and investment power over SACC Partners LP’s security holdings and Mr. Riley, in his rile as sole manager of Riley Investment Management LLC, controls its voting and investment decisions, each of SACC Partners LP, Riley Investment Management LLC and Mr. Riley may be deemed to have beneficial ownership of the 2,590,018 shares owned of record by SACC Partners LP.

2

Riley Investment Management LLC has shares voting and dispositive power over 227,997 shares of Common Stock owned by advisory clients of Riley Investment Management LLC.  Although Mr. Riley controls Riley Investment Management LLC’s voting and investment decisions for the investment advisory clients, Mr. Riley disclaims beneficial interest in these shares.

3

Based on 20,808,865 shares of Class A Common Stock and 4,425,577 shares of Class B Common Stock outstanding at August 8, 2006, as reported in LCC International, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006 filed with the Securities and Exchange Commission on August 9, 2006.







CUSIP No.  501810105

13G

Page 5 of 8 Pages



Item 1.


(a) Name of Issuer

LCC International, Inc.


(b) Address of Issuer’s Principal Executive Offices

7925 Jones Branch Drive

McLean, VA 22102


Item 2.


(a) Name of Person Filing

Riley Investment Management, LLC

SACC Partners, LP

Bryant R. Riley


(b) Address of Principal Business Office or, if none, Residence

11100 Santa Monica Blvd.

Suite 810

Los Angeles, CA 90025


(c) Citizenship

SACC Partners LP (Delaware limited partnership)

Riley Investment Management LLC (Delaware limited liability company)

Mr. Bryant R. Riley (individual residing in California)


(d) Title of Class of Securities

Common Stock

 

(e) CUSIP Number

98142V104







CUSIP No.  501810105

13G

Page 6 of 8 Pages



Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:


(a)

 

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

   

(b)

 

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

   

(c)

 

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

   

(d)

 

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

   

(e)

X

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

   

(f)

 

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

   

(g)

 

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

   

(h)

 

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

   

(i)

 

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

   

(j)

 

Group, in accordance with §240.13d-1(b)(1)(ii)(J).


Item 4.

Ownership.


Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.


(a) Amount beneficially owned: 2,590,018

(b) Percent of class: 10.33%

(c) Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote 2,590,018

(ii) Shared power to vote or to direct the vote 227,997

(iii) Sole power to dispose or to direct the disposition of 2,590,018

(iv)Shared power to dispose or to direct the disposition of 227,997

Instruction.  For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).


Item 5.

Ownership of Five Percent or Less of a Class.


If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following  [   ].


Instruction: Dissolution of a group requires a response to this item.


Item 6.

Ownership of More than Five Percent on Behalf of Another Person.


N/A







CUSIP No.  501810105

13G

Page 7 of 8 Pages



Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.


N/A


Item 8.

Identification and Classification of Members of the Group.


N/A


Item 9.

Notice of Dissolution of Group.


N/A


Item 10.

Certification


(a)

The following certification shall be included if the statement is filed pursuant to §240.13d-1(b):


By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.


(b)

The following certification shall be included if the statement is filed pursuant to §240.13d-1(c):


By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.







CUSIP No.  501810105

13G

Page 8 of 8 Pages



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.


Date: September 22, 2006


  

Riley Investment Management, LLC

    
    
  

By:

/s/ Bryant R. Riley

   

Bryant R. Riley, President


  

SACC Partners, LP

   

By: Riley Investment Management, its General

   

        Partner

  

By:

/s/ Bryant R. Riley

   

Bryant R. Riley, Managing Partner


   
    
    
  

By:

/s/ Bryant R. Riley

   

Bryant R. Riley






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