| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 07/10/2005 |
3. Issuer Name and Ticker or Trading Symbol
US UNWIRED INC [ UNWR ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) 07/19/2005 |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common stock, $0.01 par value per share | 45,671,782(1)(2) | D | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Explanation of Responses: |
| 1. Pursuant to an Agreement and Plan of Merger, dated as of July 10, 2005 (the "Merger Agreement"), by and among Sprint Corporation, a Kansas Corporation ("Sprint"), UK Acquisition Corp. (the "Offeror"), a Louisiana corporation and a wholly owned subsidiary of Sprint, and US Unwired Inc., a Louisiana corporation (the "Company"), the Offeror has commenced an offer to purchase all of the common stock, par value $0.01 per share ("Shares"), of the Company that are issued and outstanding for $6.25 per Share, net to the seller in cash, less any required withholding taxes and without interest. |
| 2. In connection with the Merger Agreement and for the purpose of facilitating the transactions contemplated thereby, Sprint entered into a Shareholders Agreement, dated as of July 10, 2005, as modifed by a letter of agreement dated August 1, 2005 (the "Shareholders Agreement"), with certain of the Company's shareholders party thereto (collectively, the "Tendering Shareholders"). Pursuant to the Shareholders Agreement, the Tendering Shareholders have agreed to tender an aggregate of 45,671,782 Shares (the "Committed Shares") owned by the Tendering Shareholders to the Offeror. The Committed Shares represent approximately 27% of the issued and outstanding Shares of the Company, or approximately 25% on a fully diluted basis, as of June 30, 2005. Sprint hereby disclaims beneficial ownership of the Committed Shares, and this Form 3 shall not be construed as an admission that Sprint, for any purpose, is beneficial owner of the Committed Shares. |
| /s/ Charles Wunsch, Vice President | 08/01/2005 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||