-----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, QQA0GjDpm5wxdAI4SuuPsVIbbzP/u2FwGIYVt1YFKGFCBy7qdsfmaCo9mk8tLvFL E07UBm7dD72s5VLZt4r2ug== 0001140223-06-000056.txt : 20060511 0001140223-06-000056.hdr.sgml : 20060511 20060511105719 ACCESSION NUMBER: 0001140223-06-000056 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060511 DATE AS OF CHANGE: 20060511 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: UBIQUITEL INC CENTRAL INDEX KEY: 0001108487 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 233017909 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-60597 FILM NUMBER: 06828626 BUSINESS ADDRESS: STREET 1: 1 BALA PLAZA SUITE 402 CITY: BALA CYNWYD STATE: PA ZIP: 19004 BUSINESS PHONE: 6106609510 MAIL ADDRESS: STREET 1: 1 BALA PLAZA SUITE 402 CITY: BALA CYNWUD STATE: PA ZIP: 19004 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DEEPHAVEN CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0001140223 IRS NUMBER: 411908497 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 130 CHESHIRE LANE SUITE 102 CITY: MINNETONKA STATE: MN ZIP: 55305 BUSINESS PHONE: 9522495500 SC 13D 1 form13dubiquitel.txt ------------------------------- OMB APPROVAL ------------------------------- OMB Number: 3235-0145 Expires: December 31, 2005 Estimated average burden hours per response ......... 15 ------------------------------- 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) UbiquiTel Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 903474302 - -------------------------------------------------------------------------------- (CUSIP Number) Deephaven Capital Management LLC Attn: Thomas Wagner 130 Cheshire Lane, Suite 102 Minnetonka, MN 55305 952-249-5657 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 10, 2006 - -------------------------------------------------------------------------------- (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 Rule 13d-1(e), 13d-1(f) or 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. (Continued on following pages) (Page 1 of Pages) - ---------- (1) 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 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. 903474302 13D Page___ of __ Pages ________________________________________________________________________________ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Deephaven Capital Management LLC 41-1908497 ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS* WC ________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ________________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF 16,977,817 SHARES _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY OWNED BY _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING 16,977,817 PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,977,817 ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.0% ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON* IA ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 903474302 13D Page___ of __ Pages ________________________________________________________________________________ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Deephaven Event Trading Ltd. 98-0418472 ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS* WC ________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands ________________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF SHARES _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY 11,329,796 OWNED BY _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH 11,329,796 ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,329,796 ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.0% ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON* OO ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 903474302 13D Page___ of __ Pages ________________________________________________________________________________ Item 1. Security and Issuer. Common Stock UbiquiTel Inc. One West Elm Street Suite 400 Conshohocken, PA 19428 ________________________________________________________________________________ Item 2. Identity and Background. (a) This statement is filed on behalf of Deephaven Capital Management LLC ("Deephaven"), a Delaware limited liability company and Deephaven Event Trading Ltd. (the "Event Fund"), a Cayman Islands exempted company (collectively the "Reporting Person"). Deephaven is the investment manager to the Event Fund, as well as to other investment funds and separately managed accounts (collectively "Advisory Clients"). As investment manager, Deephaven has the authority to cause its Advisory Clients to purchase or sell securities issued by UbiquiTel Inc. (the "Issuer"), and to exercise any and all voting rights associated with such securities. All references to Deephaven include the interests and transactions of the Event Fund and of all other Deephaven Advisory Clients. (b) The principal business address of Deephaven Capital Management LLC is 130 Cheshire Lane, Suite 102, Minnetonka, MN 55305. The principal business address of Deephaven Event Trading Ltd. is: M & C Corporate Services Limited, Ugland House, S. Church Street, George Town, Grand Cayman, Cayman Islands. (c) The principal business of Deephaven Capital Management LLC is to provide investment advisory services and is registered as an investment advisor under Section 203 of the Investment Advisors Act of 1940. The principal business of Deephaven Event Trading Ltd. is to serve as an investment fund under the direction of its investment manager, Deephaven Capital Management LLC. (d) During the last 5 years, neither Deephaven Capital Management LLC, or Deephaven Event Trading Ltd., has been convicted in a criminal proceeding. (e) During the last 5 years, Deephaven Capital Management LLC, has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction other than the matter described below: On May 2, 2006, the Securities and Exchange Commission (the "SEC") filed a civil injunctive action against Deephaven Capital Management LLC and a former portfolio manager alleging insider trading from August 2001 to March 2004 in relation to 19 private investments in public equity (PIPE) transactions. The SEC's complaint alleges that Deephaven and the former portfolio manager violated Section 17(a) of the Securities Act of 1933 ("Securities Act"), Section 10(b) of the Securities Exchange Act of 1934 ("Exchange Act") and Rule 10b-5 thereunder. The SEC alleged that in each of the 19 PIPE transactions, Deephaven and its former portfolio manager obtained and traded on confidential and material nonpublic information about the upcoming transactions. Deephaven agreed to settle the action with the SEC. Without admitting or denying the allegations in the SEC's complaint, Deephaven agreed to a final judgment permanently enjoining the firm from violating Securities Act Section 17(a), Exchange Act Section 10(b), and Rule 10b-5. Deephaven also agreed to pay a total of $5,709,958, comprised of disgorged trading profits, a penalty, and prejudgment interest. The former portfolio manager agreed to settle the SEC action separately. If confirmed by the U.S. District Court, the civil judicial action resolves the matter for which Deephaven received a Wells Notice from the staff of the SEC, and which was previously disclosed. During the last 5 years Deephaven Event Trading Ltd. has not been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and was not a party to the above referenced matter. (f) Deephaven Capital Management LLC is a Delaware limited liability company. Deephaven Event Trading Ltd. is a Cayman Islands exempted company. ________________________________________________________________________________ Item 3. Source and Amount of Funds or Other Consideration. As of May 10, 2006, the aggregate purchase price for 16,977,817 shares of the Issuers common stock purchased by Deephaven Capital Management LLC in its capacity as investment advisor to its Advisory Clients was $173,875,578. The source of funding for the purchase of these shares was the working capital of Deephaven's Advisory Clients. ________________________________________________________________________________ Item 4. Purpose of Transaction. (a) The Reporting Person originally acquired the common stock ("Shares") of UbiquiTel Inc. (the "Issuer") for investment in the ordinary course of business because it believed that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. On April 19, 2006, the Issuer entered into a definitive Agreement and Plan of Merger (the "Transaction") with Sprint Nextel Corporation ("Sprint") and a wholly-owned subsidiary of Sprint. The Reporting Person is in disagreement with the Transaction on the belief that its terms do not provide shareholders with full and fair value for the Shares of the Issuer. On April 26, 2006, the Reporting Person delivered a letter to the Board of Directors of the Issuer (the "Board") outlining the basis of the Reporting Person's disagreement with the Transaction. The Reporting Person opposes the Transaction on the belief that its terms undervalue the Shares of the Issuer and, on May 10, 2006, acquired an additional 7,577,817 Shares. The Reporting Person may discuss and meet with management of the Issuer and other shareholders concerning the Transaction. The Reporting Person reserves the right to acquire additional Shares, at any time and from time to time, in the open market, in private transactions or otherwise, and to dispose of Shares, at any time and from time to time, in the open market, in private transactions or otherwise. ________________________________________________________________________________ Item 5. Interest in Securities of the Issuer. (a) As of May 10, 2006, Deephaven beneficially owns 16,977,817 shares of Common Stock of the Issuer, which represents 18.02% of the Issuer's outstanding shares of Common Stock, which percentage was calculated by dividing (i) the 16,977,817 shares of Common Stock beneficially owned by Deephaven as of the date hereof, by (ii) 94,218,994 shares of Common Stock outstanding as of March 1, 2006, based upon the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission pursuant to Section 13 or 15(D) of the Securities Exchange Act of 1934, on March 15, 2006. (b) Deephaven has the sole power to vote and dispose of the 16,977,817 shares of Common Stock held by Deephaven. The filing of this statement on Schedule 13D shall not be construed as an admission that Deephaven is, for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, the beneficial owner of any of the 16,977,817 shares of Common Stock held by Deephaven. Pursuant to Rule 13d-4, Deephaven disclaims all such beneficial ownership. (c) The following table sets forth all transactions with respect to Shares effected during the past (60) days. All such transactions were effected in the open market. Deehaven Client Trade Date Buy/Sell No. of Price Note Shares Per l Purchased Share (Sold) Event Fund 3/10/2006 Buy 16,750 $9.650 Event Fund 3/10/2006 Buy 16,080 $9.669 Event Fund 3/13/2006 Sell (16,137) $9.863 Event Fund 3/13/2006 Sell (48,225) $9.900 Event Fund 3/16/2006 Sell (64) $10.090 Event Fund 3/21/2006 Sell (514) $10.090 Event Fund 3/24/2006 Sell (2,318) $10.090 Event Fund 3/24/2006 Sell (1,928) $10.135 Event Fund 3/27/2006 Buy 578 $9.990 Event Fund 3/27/2006 Sell (642) $10.070 Event Fund 4/3/2006 Sell (10,828) $10.201 Event Fund 4/4/2006 Buy 32,474 $10.192 Event Fund 4/4/2006 Sell (4,542) $10.200 Event Fund 4/5/2006 Buy 33,500 $10.150 Event Fund 4/5/2006 Buy 100,500 $10.164 Event Fund 4/6/2006 Sell (42,034) $10.204 Event Fund 4/7/2006 Buy 1,876 $10.095 Event Fund 4/7/2006 Sell (7,008) $10.209 Event Fund 4/10/2006 Sell (14,518) $10.230 Event Fund 4/11/2006 Buy 2,060 $10.107 Event Fund 4/11/2006 Sell (4,592) $10.160 Event Fund 4/12/2006 Sell (16,348) $10.197 Event Fund 4/13/2006 Sell (2,597) $10.208 Event Fund 4/17/2006 Sell (52,393) $10.201 Event Fund 4/18/2006 Sell (12,135) $10.189 Event Fund 4/19/2006 Sell (1,019) $10.201 Event Fund 4/20/2006 Buy 335,000 $10.223 Event Fund 4/20/2006 Buy 78,792 $10.230 Event Fund 4/20/2006 Buy 4,228,700 $10.250 Event Fund 4/20/2006 Sell (36,587) $10.350 Event Fund 4/21/2006 Buy 43,348 $10.299 Event Fund 4/21/2006 Sell (21,200) $10.000 Opt Assign Event Fund 4/24/2006 Buy 34,358 $10.320 Event Fund 4/24/2006 Sell (16,659) $10.356 Event Fund 4/28/2006 Buy 110,781 $10.360 Event Fund 4/28/2006 Sell (110,781) $10.383 Event Fund 5/10/2006 Buy 4,750,897 $10.350 Event Fund 5/10/2006 Buy 338,717 $10.350 Other Advisory Clients 3/10/2006 Buy 8,250 $9.650 Other Advisory Clients 3/10/2006 Buy 7,920 $9.669 Other Advisory Clients 3/13/2006 Sell (8,863) $9.863 Other Advisory Clients 3/13/2006 Sell (26,775) $9.900 Other Advisory Clients 3/16/2006 Sell (36) $10.090 Other Advisory Clients 3/21/2006 Sell (286) $10.090 Other Advisory Clients 3/24/2006 Sell (243) $10.090 Other Advisory Clients 3/24/2006 Sell (203) $10.135 Other Advisory Clients 3/24/2006 Sell (1,044) $10.090 Other Advisory Clients 3/24/2006 Sell (869) $10.135 Other Advisory Clients 3/27/2006 Buy 322 $9.990 Other Advisory Clients 3/27/2006 Sell (358) $10.070 Other Advisory Clients 4/3/2006 Sell (6,015) $10.201 Other Advisory Clients 4/4/2006 Buy 15,994 $10.192 Other Advisory Clients 4/4/2006 Sell (2,237) $10.200 Other Advisory Clients 4/5/2006 Buy 16,500 $10.150 Other Advisory Clients 4/5/2006 Buy 49,500 $10.164 Other Advisory Clients 4/6/2006 Sell (23,103) $10.204 Other Advisory Clients 4/7/2006 Buy 924 $10.095 Other Advisory Clients 4/7/2006 Sell (3,452) $10.209 Other Advisory Clients 4/10/2006 Sell (7,982) $10.230 Other Advisory Clients 4/11/2006 Buy 1,140 $10.107 Other Advisory Clients 4/11/2006 Sell (2,542) $10.160 Other Advisory Clients 4/12/2006 Sell (9,052) $10.197 Other Advisory Clients 4/13/2006 Sell (1,427) $10.208 Other Advisory Clients 4/17/2006 Sell (28,801) $10.201 Other Advisory Clients 4/18/2006 Sell (6,671) $10.189 Other Advisory Clients 4/19/2006 Sell (560) $10.201 Other Advisory Clients 4/20/2006 Buy 165,000 $10.223 Other Advisory Clients 4/20/2006 Buy 38,808 $10.230 Other Advisory Clients 4/20/2006 Buy 2,082,793 $10.250 Other Advisory Clients 4/20/2006 Sell (20,113) $10.350 Other Advisory Clients 4/21/2006 Buy 21,352 $10.299 Other Advisory Clients 4/21/2006 Sell (12,800) $10.000 Opt Assign Other Advisory Clients 4/24/2006 Buy 16,543 $10.320 Other Advisory Clients 4/24/2006 Sell (8,341) $10.356 Other Advisory Clients 4/27/2006 Buy 82,148 $10.360 Other Advisory Clients 4/27/2006 Sell (82,148) $10.386 Other Advisory Clients 4/28/2006 Buy 54,219 $10.360 Other Advisory Clients 4/28/2006 Sell (54,219) $10.383 Other Advisory Clients 5/10/2006 Buy 2,325,117 $10.350 Other Advisory Clients 5/10/2006 Buy 163,086 $10.350 (d) Not Applicable (e) Not Applicable ________________________________________________________________________________ Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Not Applicable ________________________________________________________________________________ Item 7. Material to be Filed as Exhibits. ________________________________________________________________________________ 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. May 11, 2006 ________________________________________ (Date) /s/ Thomas Wagner ________________________________________ (Signature) Chief Compliance Officer ________________________________________ (Name/Title) Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001). -----END PRIVACY-ENHANCED MESSAGE-----