SC 13D

0000950123-08-011106.txt : 20080916 0000950123-08-011106.hdr.sgml : 20080916 20080916171558 ACCESSION NUMBER: 0000950123-08-011106 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080916 DATE AS OF CHANGE: 20080916 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MILLER LLOYD I III CENTRAL INDEX KEY: 0000949119 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 4650 GORDON DRIVE CITY: NAPLES STATE: FL ZIP: 33940 BUSINESS PHONE: 9412628577 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 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-52615 FILM NUMBER: 081074717 BUSINESS ADDRESS: STREET 1: 7900 WESTPARK DRIVE STREET 2: SUITE 315-A CITY: MCLEAN STATE: VA ZIP: 22102 BUSINESS PHONE: 7038732000 MAIL ADDRESS: STREET 1: 7900 WESTPARK DRIVE STREET 2: SUITE 315-A CITY: MCLEAN STATE: VA ZIP: 22102 SC 13D 1 y71277sc13d.htm SCHEDULE 13D SC 13D

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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)

LCC International, Inc.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

501810105

(CUSIP Number)

Lloyd I. Miller, III, 4550 Gordon Drive, Naples, Florida, 34102 (Tel.) (239) 262-8577

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 4, 2008

(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 þ.

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 9 pages


¹		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.		501810105	13D	Page		2		of		9

NAME OF REPORTING PERSON

Lloyd I. Miller, III

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) o

(b) þ

SEC USE ONLY

SOURCE OF FUNDS*

PF-AF-OO

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

SOLE VOTING POWER

NUMBER OF

10,196,033

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

5,102,295

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

10,196,033

WITH

SHARED DISPOSITIVE POWER

5,102,295

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

15,298,328
* The shares reported herein consist of (i) 298,328 shares of common stock and (ii) 1,343,283 Series B Preferred Stock which is immediately exercisable to 15,000,000 Common Stock.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

36.8%

TYPE OF REPORTING PERSON*

IA-IN-OO

* SEE INSTRUCTIONS BEFORE FILLING OUT!

ORIGINAL REPORT ON SCHEDULE 13D


Item 1.		Security and Issuer

This statement relates to the Class A Common Stock, par value $0.01 per share (the “Shares”) of LCC International, Inc. (the “Company”). The Company has its principal executive offices at 7900 Westpark Drive, Suite A-315, McLean, Virginia 22102.


Item 2.		Identity and Background

This statement is filed by Lloyd I. Miller, III (“Miller” or the “Reporting Person”). Miller’s principal business address is 4550 Gordon Drive, Naples, Florida 34102. Miller’s principal occupation is investing assets held by or on behalf of his family. During the past five years, Miller has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and has not been a party to civil proceedings of a judicial or administrative body of competent jurisdiction as a result of which Miller was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Miller is a United States citizen.


Item 3.		Source and Amount of Funds or Other Considerations

Miller is the investment advisor to the trustee of Trust A-4 and Trust C (the “Trusts”). The Trusts were created pursuant to an Amended and Restated Trust Agreement, dated September 20, 1983 (the “Trust Agreement”). Pursuant to a Declaratory Judgment, signed by the Honorable Wayne F. Wilke for the Court of Common Pleas, Probate Division, Hamilton County, Ohio, on October 27, 1992, Trust A was split into four separate trusts one of which was Trust A-4. All of the Shares purchased by Trust A-4 were purchased by funds generated and held by Trust A-4. The aggregate purchase price for the Shares in Trust A-4 was $1,333,333.50. All of the Shares purchased by Trust C were purchased by funds generated and held by Trust C. The aggregate purchase price for the Shares in Trust C was $35,106.59.

Miller is the manager of Milfam LLC, an Ohio limited liability company established pursuant to the Operating Agreement of Milfam LLC, dated as of December 10, 1996. Milfam LLC is the general partner of Milfam II L.P., a Georgia limited partnership established pursuant to the Partnership Agreement for Milfam II L.P., dated December 11, 1996. All of the Shares Miller is deemed to beneficially own as the manager of the general partner of Milfam II L.P. were purchased with money contributed to Milfam II L.P. by its partners, or money generated and held by Milfam II L.P. The aggregate purchase price for the Shares in Milfam II L.P. was $1,854,853.22.

All of the Shares held by Miller on his own behalf, were purchased with personal funds generated and held by Miller. The purchase price for the Shares purchased by Mr. Miller, on his own behalf, was $1,333,333.50.


Item 4.		Purpose of the Transaction

The purpose of this Schedule 13D is to report that, on September 4, 2008, the Company entered into a Forbearance Agreement and Third Amendment to Amended and Restated Credit Agreement (the “Forbearance Agreement”) with Milfam Guarantor, LLC and BR Investco, LLC, as guarantors, the lenders party thereto (the “Lenders”) and Bank of America, N.A., as administrative agent for the Lenders (the “Agent”), a copy of which has been filed as Exhibit 99.1 to this Schedule 13D. Pursuant to the Forbearance Agreement, the Lenders have agreed to forbear from exercising their rights and remedies based on certain prior and anticipated defaults by the Company so long as the Company complies with certain financial covenants. In addition, the Forbearance Agreement provides for a new term loan tranche, Term B Loan Commitments, in the amount of $9,000,000 (the “Loan”) which is guaranteed by Milfam Guarantor, LLC and BR Investco, LLC pursuant to that certain Shareholder Guaranty Agreement, dated as of September 4, 2008 (the “Guaranty”). A copy of the Guaranty has been filed as Exhibit 99.2 to this Schedule 13D. The Guaranty by Milfam Guarantor, LLC and the other guarantor provides a limited guaranty with respect to the Loan in favor of the Agent.

In addition to the Guaranty, Milfam Guarantor, LLC and the other guarantor provided a security interest to the Agent, for the benefit of the Lenders, in certain funds on deposit (the “Deposit”) with the Agent pursuant to the terms of that certain Cash Collateral Agreement, dated as of September 4, 2008 (the “Collateral Agreement”), among Milfam Guarantor, LLC and BR Investco, LLC, as guarantors, and the Agent. A copy of the Collateral Agreement has been filed as Exhibit 99.3 to this Schedule 13D. Also in connection therewith, Milfam Guarantor, LLC executed that certain Lender/Guarantor Agreement, dated as of September 4, 2008 (the “Lender Agreement”) among Milfam Guarantor, LLC and BR Investco, LLC, as guarantors and the Bank of America, N.A., which sets forth the relative rights and obligations of Bank of America, N.A. and Milfam Guarantor, LLC and the other guarantor with respect to the Guaranty, the Collateral Agreement and the Deposit. A copy of the Lender Agreement has been filed as Exhibit 99.4.

As an inducement for Milfam Guarantor, LLC and the other guarantor to provide the Guaranty and Deposit for the benefit of the Company, the Company (i) appointed two additional directors to the Board of Directors of the Company, one of whom, Alan B. Howe, was designated by Milfam Guarantor, LLC, and agreed to maintain such appointed directors (or their replacements designated by the applicable guarantor) as directors of the Company so long as the Guaranty is still outstanding, or, if the Guaranty is drawn upon pursuant to the terms contained therein, until such time as all amounts paid by Milfam Guarantor, LLC and the other guarantor thereunder have been fully reimbursed to Milfam Guarantor, LLC and the other guarantor by the Company, pursuant to that certain Side Letter, dated as of September 4, 2008 (the “Side Letter”), among the Company, Milfam Guarantor, LLC and BR Investco, LLC, a copy of which has been filed as Exhibit 99.5, and (ii) entered into an Exchange Agreement, dated September 4, 2008 (the “Exchange Agreement”), among the Company, Miller, Milfam II L.P., and Trust A-4, as investors, Milfam Guarantor, LLC, as guarantor, and the other investors and guarantors party thereto. A copy of the Exchange Agreement has been filed as Exhibit 99.6.

Pursuant to the Exchange Agreement, the Company has agreed to, among other things, (i) issue to each of Milfam Guarantor, LLC and the other guarantor warrants to purchase 66,890.901 shares (subject to adjustment) of Series C Preferred Stock (the “Warrant”) of the Company at an initial exercise price of $26.88 per share of Series C Stock (subject to adjustment), which shares are entitled to vote on all matters on which the shares of Class A Common Stock are entitled to vote, other than for the election of directors, and (ii) exchange an aggregate of 1,343,283.75 shares of the Company’s Series A Convertible Preferred Stock, par value $0.01 (“Series A Preferred Stock”), currently held by Miller, Milfam II L.P. and Trust A-

4, respectively, for an aggregate of 1,343,283.75 shares of the Company’s Series B Convertible Preferred Stock, par value $0.01 (“Series B Preferred Stock”). Whereas the conversion price for the Series A Preferred Stock was $3.35 per share, the conversion price for the Series B Preferred Stock will be $.30 per share which conversion right will be immediately exercisable at the option of Miller, Milfam II L.P. and Trust A-4, respectively. A copy of the form of Warrant has been filed as Exhibit 99.7.

Except as described above in this Item 4 and herein, the Reporting Person does not currently have any specific plans or proposals that relate to or would result in any of the actions or events specified in clauses (a) through (j) of Item 4 of Schedule 13D. The Reporting Person reserves the right to change plans and take any and all actions that the Reporting Person may deem appropriate to maximize the value of his investments, including, among other things, purchasing or otherwise acquiring additional securities of the Company, selling or otherwise disposing of any securities of the Company beneficially owned by him, in each case in the open market or in privately negotiated transactions or formulating other plans or proposals regarding the Company or its securities to the extent deemed advisable by the Reporting Person in light of his general investment policies, market conditions, subsequent developments affecting the Company and the general business and future prospects of the Company. The Reporting Person may take any other action with respect to the Company or any of the Company’s debt or equity securities in any manner permitted by applicable law.

Item 5. Interest in Securities of the Issuer

(a) Miller may be deemed to beneficially own 15,298,328 Shares, representing 36.8% of the outstanding Shares. Pursuant to Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended, the number of outstanding Shares represents the sum of: (i) 26,594,705 outstanding Shares (as reported on the Company’s Form 10-Q filed on June 27, 2008) and (ii) 15,000,000 shares for which the Series B Preferred Stock may be exercised. As of the date hereof, 5,000,000 of such beneficially owned Shares are owned of record by Trust A-4 (which represents 447,761.25 Series B Preferred Stock which is immediately exercisable to 5,000,000 Common Stock); 102,295 of such beneficially owned Shares are owned of record by Trust C; 5,196,033 of such beneficially owned Shares are owned of record by Milfam II L.P (including 447,761.25 Series B Preferred Stock which is immediately exercisable to 5,000,000 Common Stock); and 5,000,000 of such beneficially owned Shares are owned of record by Miller directly (which represents 447,761.25 Series B Preferred Stock which is immediately exercisable to 5,000,000 Common Stock).

(b) Miller may be deemed to have shared voting and dispositive power for all such shares held of record by Trust A-4 and Trust C. Miller may be deemed to have sole voting and dispositive power for all such shares held of record by Milfam II L.P, and Miller directly.

TRUST A-4


Date of Transaction	Number of Shares Purchased	Price Per Share
September 4, 2008	5,000,000	*

LLOYD I. MILLER, III


Date of Transaction	Number of Shares Purchased	Price Per Share
September 4, 2008	5,000,000	**

MILFAM II L.P.


Date of Transaction	Number of Shares Purchased	Price Per Share
September 4, 2008	5,000,000	***


*		These shares were beneficially acquired by Trust A-4 pursuant to the Exchange Agreement.

**		These shares were beneficially acquired by Miller pursuant to the Exchange Agreement.

***		These shares were beneficially acquired by Milfam II L.P. pursuant to the Exchange Agreement.

(d) Other than Shares held directly by Mr. Miller, persons other than Miller have the right to receive and the power to direct the receipt of dividends from, or the proceeds from the sale of, the reported securities.

(e) Not Applicable.


Item 6.		Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Forbearance Agreement: As more specifically described in Item 4 hereto, on September 4, 2007, Milfam Guarantor, LLC and BR Investco, LLC, as guarantors, the lenders party thereto and the Agent, entered into the Forbearance Agreement with the Company. The Forbearance Agreement provided, in part, for the formation of a new term loan tranche and, in connection therewith, Milfam Guarantor, LLC and the other guarantor agreed to deliver a limited guaranty to the Agent.

Guaranty: As more specifically described in Item 4 hereto, on September 4, 2007, Milfam Guarantor, LLC and BR Investco, LLC provided a limited guaranty for the benefit of the Agent with respect to the additional credit extended to the Company.

Collateral Agreement: As more specifically described in Item 4 hereto, on September 4, 2007, in connection with the Guaranty, Milfam Guarantor, LLC and the other guarantor provided a cash security interest to the Agent in certain funds on deposit with the Agent.

Lender Agreement: As more specifically described in Item 4 hereto, on September 4, 2007, Milfam Guarantor, LLC and BR Investco, LLC, as guarantors and Bank of America, N.A. executed the Lender Agreement which set forth the relative rights and obligations of Bank of America, N.A. and Milfam Guarantor, LLC and the other guarantor with respect to the Guaranty , the Collateral Agreement and the Deposit.

Side Letter: As more specifically described in Item 4 hereto, on September 4, 2007, the Company, Milfam Guarantor, LLC and the other guarantor entered into a Side Letter which provides that, as inducement for providing the Guaranty and the Deposit, the Company will appoint two additional directors, one of which shall be designated by Milfam Guarantor, LLC.

Exchange Agreement: As more specifically described in Item 4 hereto, on September 4, 2007, the Company entered into the Exchange Agreement with Miller, Milfam II L.P. and Trust A-4, as investors, Milfam Guarantor, LLC, as guarantor and the other investors and guarantors party thereto. Pursuant to the Exchange Agreement, the Company agreed to issue to Milfam Guarantor, LLC and the other guarantor (i) warrants to purchase 66,890.901 shares (subject to adjustment) of Series C Preferred Stock of the Company at the initial exercise price of $26.88 per share of Series C Stock and (ii) exchange an aggregate of 1,343,283.75 shares of the Series A Preferred Stock currently held by Miller, Milfam II L.P. and Trust A-4 for an aggregate of 1,343,283.75 shares of Series B Preferred Stock with an initial conversion price of $0.30.

Warrant: As more specifically described in Item 4 hereto, on September 4, 2007, in connection with the Exchange Agreement, Milfam Guarantor, LLC and the other guarantor each acquired a warrant to acquire 66,890.901 shares of Series C Preferred Stock at an initial exercise price of $26.88 per share of Series C Stock.


Item 7.		Materials to be Filed as Exhibits:

99.1 Forbearance Agreement and Third Amendment to Amended and Restated Credit Agreement, dated as of September 4, 2008, among Milfam Guarantor, LLC and BR Investco, LLC, as guarantors, the lenders party thereto and Bank of America, N.A., as administrative agent (Filed as Exhibit 10.1 to Form 8-K filed by the Company with the Securities and Exchange Commission (the “SEC”) on September 5, 2008 and hereby incorporated by reference).

99.2 Shareholder Guaranty Agreement, dated as of September 4, 2008, given by Milfam Guarantor, LLC and BR Investco, LLC in favor of Bank of America, N.A. (Filed as Exhibit A to Exhibit 10.1 of the Form 8-K filed by the Company with the SEC on September 5, 2008 and hereby incorporated by reference).

99.3 Cash Collateral Agreement, dated as of September 4, 2008, among Milfam Guarantor, LLC and BR Investco, LLC, as guarantors, and Bank of America, N.A., as administrative agent. (Filed as Exhibit C to Exhibit 10.1 of the Form 8-K filed by the Company with the SEC on September 5, 2008 and hereby incorporated by reference).

99.4 Lender/Guarantor Agreement, dated as of September 4, 2008, among Milfam Guarantor, LLC and BR Investco, LLC, as guarantors, and Bank of America, N.A. (Filed as Exhibit B to Exhibit 10.1 of the Form 8-K filed by the Company with the SEC on September 5, 2008 and hereby incorporated by reference).

99.5 Side Letter, dated as of September 4, 2008, among the Company, Milfam Guarantor, LLC and BR Investco, LLC.

99.6 Exchange Agreement, dated as of September 4, 2008, among the Company, Miller, Milfam II, L.P. and Trust A-4, as investors, Milfam Guarantor, LLC, as guarantor, and the other guarantors and investors party thereto (Filed as Exhibit 10.2 to Form 8-K filed by the Company with the SEC on September 5, 2008 and hereby incorporated by reference).

99.7 Form of warrant issued September 4, 2008 (Filed as Exhibit 10.3 to Form 8-K filed by the Company with the SEC on September 5, 2008 and hereby incorporated by reference).

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.

Dated: September 16, 2008



	By:	/s/ Lloyd I. Miller, III
		Lloyd I. Miller, III

EX-99.5 2 y71277exv99w5.htm EX-99.5: SIDE LETTER EX-99.5

LCC INTERNATIONAL, INC.

September 4, 2008

Milfam Guarantor, LLC
4550 Gordon Drive
Naples, Florida 34102
Attention: Lloyd I. Miller III

BR Investco, LLC
11100 Santa Monica Blvd. #800
Los Angeles, CA 90025
Attention: Bryant Riley

Re:

Right to Appoint Directors

Dear sirs:

Reference is made to that certain Shareholder Guaranty Agreement of even date herewith (the “Guaranty”) in the form attached hereto as Exhibit A given by Milfam Guarantor, LLC (“Miller”) and BR Investco, LLC (“Riley” and with Miller, the “Guarantors”), pursuant to which the Guarantors have agreed to jointly and severally guaranty the payment of the Obligations of LCC International, Inc. (the “Company”) under that certain Amended and Restated Credit Agreement, dated as of May 29, 2007 (as amended and otherwise modified from time to time, the “Credit Agreement”), by and between the Company and Bank of America, N.A. (the “Lender”). Defined or capitalized terms used in this letter agreement shall have the meanings set forth in the Guaranty, unless such terms are defined herein or unless the context clearly indicates to the contrary.

Pursuant to the terms of the Credit Agreement, the Lender has agreed to provide a new $9,000,000 term loan tranche (the “Tranche”) of the existing Credit Agreement ranking pari passu with the current obligations under the Credit Agreement in exchange for the Guaranty by the Guarantors in an amount up to $9,000,000 and a deposit of cash by the Guarantors as collateral for the Guaranty in the amount of $9,000,000 (the “Deposit”), which amount of cash will be pledged to Lender.

As an inducement for the Guarantors to provide the Guaranty and the Deposit for the benefit of the Company, the Company hereby agrees that it shall appoint two additional directors, one of which shall be designated by Miller and one of which will be designated by Riley, to the Company’s board of directors effective as of the date of the Guaranty, and shall maintain such directors (or their replacement designated by the respective Guarantor) as directors of the Company so long as the Guaranty is still outstanding, or, if the Guaranty is drawn upon pursuant to the terms contained therein, until such time as all amounts paid by the Guarantors thereunder have been fully reimbursed to the Guarantors by the Company.

This letter agreement shall be governed by and construed in accordance with the laws of the State of New York.

By signing this letter agreement below where indicated (which signatures can be in counterpart, each of which when executed and delivered shall be deemed an original and both of which, taken together, shall constitute the same letter agreement), the parties hereto acknowledge their agreement with the terms set forth herein.

Accepted and Agreed to as of this 4th day of September, 2008 by the following parties:


	LCC INTERNATIONAL, INC.
	By:	/s/ Louis Salamone, Jr.
		Name:
		Title:


MILFAM GUARANTOR, LLC
By:
	Name:	Lloyd I. Miller III
	Title: President


BR INVESTCO, LLC
By:
	Name:	Bryant Riley
	Title:	Manager

Guarantor Side Letter re: Directors

Accepted and Agreed to as of this 4th day of September, 2008 by the following parties:


	LCC INTERNATIONAL, INC.
	By:
		Name:
		Title:


MILFAM GUARANTOR, LLC
By:	/s/ Lloyd I. Miller III
	Name:	Lloyd I. Miller III
	Title: President


BR INVESTCO, LLC
By:
	Name:	Bryant Riley
	Title:	Manager

Guarantor Side Letter re: Directors

Accepted and Agreed to as of this 4th day of September, 2008 by the following parties:


	LCC INTERNATIONAL, INC.
	By:
		Name:
		Title:


MILFAM GUARANTOR, LLC
By:
	Name:	Lloyd I. Miller III
	Title: President


BR INVESTCO, LLC
By:	/s/ Bryant Riley
	Name:	Bryant Riley
	Title:	Manager

Guarantor Side Letter re: Directors

EXHIBIT A

FORM OF GUARANTY