-----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, LUtSX5c5/C7JQWguq3ISk9ksL6N7M/bvjDzH1x3FnRtZtmsQSOQVVQUXLCs3aEIo D76ARa27BjKO1R+E6C1TxQ== 0001127431-03-000033.txt : 20030516 0001127431-03-000033.hdr.sgml : 20030516 20030516113438 ACCESSION NUMBER: 0001127431-03-000033 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030516 GROUP MEMBERS: INVESTCORP S.A. GROUP MEMBERS: SIPCO LIMITED FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INVESTCORP S A CENTRAL INDEX KEY: 0000903555 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 37 RUE NOTRE DAME CITY: LUXEMBOURG STATE: N4 ZIP: 00000 MAIL ADDRESS: STREET 1: 37 RUE NOTRE DAME CITY: LUXEMBOURG STATE: N4 ZIP: 00000 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: US UNWIRED INC CENTRAL INDEX KEY: 0001024149 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 721457316 STATE OF INCORPORATION: LA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-59545 FILM NUMBER: 03707659 BUSINESS ADDRESS: STREET 1: CM TOWER SUITE 1900 STREET 2: ONE LAKESHORE DRIVE CITY: LAKE CHARLES STATE: LA ZIP: 70629 BUSINESS PHONE: 3184369000 MAIL ADDRESS: STREET 1: CM TOWER SUITE 1900 STREET 2: ONE LAKESHORE DRIVE CITY: LAKE CHARLES STATE: LA ZIP: 70629 FORMER COMPANY: FORMER CONFORMED NAME: MERCURY INC DATE OF NAME CHANGE: 19961003 SC 13D/A 1 usunwired.txt MAIN TEXT SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 _______________ SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 1)* US UNWIRED INC. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 90338R104 (CUSIP Number) E. Michael Greaney, Esq. Gibson, Dunn & Crutcher LLP 200 Park Avenue New York, New York 10166 (212) 351-4000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 15, 2003 (Date of Event Which Requires Filing of Statement on Schedule 13D) 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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), checking 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. (Continued on following pages) _______________ * 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). SCHEDULE 13D CUSIP NO. 90338R104 Page 2 of 6 Pages (1) Name of Reporting Persons: I.R.S. Identification No. of Above Persons (entities only): Investcorp S.A. - -------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] Not Applicable - -------------------------------------------------------------------------------- (3) SEC Use Only: - -------------------------------------------------------------------------------- (4) Source of Funds (See Instructions): 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: Luxembourg - -------------------------------------------------------------------------------- NUMBER OF (7) Sole Voting SHARES Power None BENEFICIALLY -------------------------------------------------------------- OWNED (8) Shared Voting BY EACH Power 6,852,776 REPORTING -------------------------------------------------------------- PERSON WITH (9) Sole Dispositive Power None -------------------------------------------------------------- (10) Shared Dispositive Power 6,852,776 - -------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person: 6,852,776 - -------------------------------------------------------------------------------- (12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): [ ] Not Applicable - -------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11): 5.3% - -------------------------------------------------------------------------------- (14) Type of Reporting Person (See Instructions): CO - -------------------------------------------------------------------------------- SCHEDULE 13D CUSIP NO. 90338R104 Page 3 of 6 Pages (1) Name of Reporting Persons: I.R.S. Identification No. of Above Persons (entities only): SIPCO Limited - -------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] Not Applicable - -------------------------------------------------------------------------------- (3) SEC Use Only: - -------------------------------------------------------------------------------- (4) Source of Funds (See Instructions): OO - -------------------------------------------------------------------------------- (5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): [ ] Not Applicable - -------------------------------------------------------------------------------- (6) Citizenship or Place of Organization: Cayman Islands - -------------------------------------------------------------------------------- NUMBER OF (7) Sole Voting SHARES Power None BENEFICIALLY -------------------------------------------------------------- OWNED (8) Shared Voting BY EACH Power 6,852,776 REPORTING -------------------------------------------------------------- PERSON WITH (9) Sole Dispositive Power None -------------------------------------------------------------- (10) Shared Dispositive Power 6,852,776 - -------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person: 6,852,776 - -------------------------------------------------------------------------------- (12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): [ ] Not Applicable - -------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11): 5.3% - -------------------------------------------------------------------------------- (14) Type of Reporting Person (See Instructions): HC - -------------------------------------------------------------------------------- SCHEDULE 13D CUSIP NO. 90338R104 Page 4 of 6 Pages Introduction: This Amendment No. 1 supplementally amends the statement on Schedule 13D ("Schedule 13D") jointly filed with the Securities and Exchange Commission on April 1, 2002 on behalf of Investcorp S.A. ("Investcorp") and SIPCO Limited ("SIPCO") (the "Reporting Persons") with respect to their beneficial ownership of common stock, par value $0.01 per share ("Common Stock"), of US Unwired Inc. (the "Company"). Capitalized terms used herein and not defined herein have the meanings ascribed to them in Schedule 13D. Item 1. Security and Issuer No material change made by this Amendment. Item 2. Identity and Background No material change made by this Amendment. Item 3. Source and Amount of Funds or Other Consideration No material change made by this Amendment. Item 4. Purpose of Transaction Item 4 of Schedule 13D is hereby supplemented by adding the following paragraphs to the end of the current response: "Investcorp International, Inc., a U.S. subsidiary of Investcorp which provides advisory services to Investcorp and its affiliates, has had and expects to continue to have discussions with the Company and other shareholders of the Company concerning a possible cash investment in the Company by Investcorp and such other shareholders as part of a restructuring of the Company's senior subordinated notes due November 1, 2009. No commitments have been made with respect to any such investment by Investcorp. If such investment were to occur, the investors participating therein would likely receive newly-issued debt and equity securities of the Company, and changes to the Company's existing governance arrangements may be implemented. Investcorp intends to regularly review its investment in the Company. Based on such review, as well as other factors (including, among other things, their evaluation of the Company's business, prospects and financial condition, the market price for the Company's securities, other opportunities available to them and general market, industry and economic conditions), Investcorp and/or their affiliates may acquire additional securities of the Company, or sell some or all of their securities of the Company, on the open market or in privately negotiated transactions. In addition, based on such review and/or discussions with the Company, Investcorp may formulate plans or proposals, and may from time to time explore, or make formal proposals relating to, transactions or actions which are related to or would result in any of the matters specified in clauses (a) through (j) of Item 4 of Schedule 13D. Except as set forth in this Item 4, Investcorp does not have any current plans or proposals which relate to or would result in any of the matters specified in clauses (a) through (j) of Item 4 of Schedule 13D. Investcorp reserves the right to at any time change their present intention with respect to any or all of the matters referred to in this Item 4." Item 5. Interest in Securities of the Issuer No material Change made by this Amendment. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer No material Change made by this Amendment. Item 7. Material to be Filed as Exhibits No material Change made by this Amendment. SCHEDULE 13D CUSIP NO. 90338R104 Page 5 of 6 Pages SIGNATURES After due 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. INVESTCORP S.A. By: /s/ Gary S. Long ------------------------------------ Gary S. Long SCHEDULE 13D CUSIP NO. 90338R104 Page 6 of 6 Pages SIGNATURES After due 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. INVESTCORP S.A. By: /s/ Gary S. Long ------------------------------------ Gary S. Long Authorized Representative Dated: May 15, 2003 After due 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. SIPCO LIMITED By: /s/ Gary S. Long ----------------------------------- Gary S. Long Authorized Representative Dated: May 15, 2003 -----END PRIVACY-ENHANCED MESSAGE-----