-----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, Fo7WrkAXOH5oIbvTrI0RGTlPub4i1KfiCB8f0FDsNR1ActdeKTm/nUzVdlBlOPvi Igckg5nOq06/Z/e2z83EVQ== 0000905718-06-000155.txt : 20060516 0000905718-06-000155.hdr.sgml : 20060516 20060516090257 ACCESSION NUMBER: 0000905718-06-000155 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060516 DATE AS OF CHANGE: 20060516 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: IMPSAT FIBER NETWORKS INC CENTRAL INDEX KEY: 0001022329 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 521910372 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60701 FILM NUMBER: 06844119 BUSINESS ADDRESS: STREET 1: ELVIRA RAWSON DE DELLEPIANE 150 STREET 2: PISO 8 CITY: BUENOS AIRES STATE: C1 ZIP: C1107BCA BUSINESS PHONE: 54115170000 MAIL ADDRESS: STREET 1: ELVIRA RAWSON DE DELLEPIANE 150 STREET 2: PISO 8 CITY: BUENOS AIRES STATE: C1 ZIP: C1107BCA FORMER COMPANY: FORMER CONFORMED NAME: IMPSAT CORP DATE OF NAME CHANGE: 19960905 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HUFF WILLIAM R CENTRAL INDEX KEY: 0001125885 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 67 PARK PLACE CITY: MORRISTOWN STATE: NJ ZIP: 20170 BUSINESS PHONE: 7036396000 MAIL ADDRESS: STREET 1: 67 PARK PLACE CITY: MORRISTOWN STATE: NJ ZIP: 07960 SC 13D/A 1 impsat13dam4.txt SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4) IMPSAT FIBER NETWORKS, INC. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 45321T 20 2 - -------------------------------------------------------------------------------- (CUSIP Number) Edward T. Dartley W.R. Huff Asset Management Co., L.L.C. 67 Park Place Morristown, New Jersey 07960 (973) 984-1233 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 2, 2005 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule l3G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-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 Section 240.13d-7 for other parties to whom copies are to be sent. *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). Cusip No. 45321T 20 2 - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only): William R. Huff - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions): (a) Not (b) Applicable - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions): OO - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): Not Applicable - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization: United States - -------------------------------------------------------------------------------- Number of 7. Sole Voting Power: * ------------------------------ Shares Beneficially 8. Shared Voting Power: * ------------------------------ Owned by Each Reporting 9. Sole Dispositive Power: * ------------------------------ Person With 10. Shared Dispositive Power: * ------------------------------ - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: * - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): Not Applicable - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11): 22.4%* - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions): IA, IN - -------------------------------------------------------------------------------- * WRH Partners Global Securities, L.P., a Delaware limited partnership, W.R. Huff Asset Management Co., L.L.C., a Delaware limited liability company, and certain other affiliated limited partnerships (collectively, the "Huff Entities"), for their clients and/or on behalf of certain separately managed accounts (collectively, the "Accounts"), have been issued and/or have acquired, in the aggregate, $27,749,836 principal amount of the Series A 6% Senior Guaranteed Convertible Notes due 2011 (the "Series A Notes"), of IMPSAT Fiber Networks, Inc. ("the Company"), $11,402,000 principal amount of the Series B 6% Senior Guaranteed Convertible Notes due 2011 (the "Series B Notes"), and warrants to purchase an aggregate of 320,321 shares of the common stock, par value $0.01 per share (the "Shares"). As of May 2, 2005, the Series A Notes are convertible into 2,046,448 Shares of the Company, and the Series B Notes are convertible into 548,700 Shares of the Company. William R. Huff possesses the sole power to vote and the sole power to direct the disposition of all securities of the Company issued to or on behalf of the Accounts and the Huff Entities. Thus, as of May 2, 2005 for the purposes of Reg. Section 240.13d-3, William R. Huff is deemed to beneficially own 2,915,469 Shares, or approximately 22.4% of the Shares deemed issued and outstanding as of that date. Mr. Huff's interest in the Shares is limited to his pecuniary interest, if any, in the Huff Entities and/or the Accounts. Mr. Huff disclaims any pecuniary interest in the Shares. Item 5. Interest in Securities of the Issuer. ------------------------------------ Item 5 is hereby amended and restated in its entirety as follows: Based upon information in the Company's Form 10-Q, filed by the Company with the Securities and Exchange Commission on May 23, 2005, there were 10,116,100 Shares issued and outstanding as of March 31, 2005. As of May 2, 2005, the Huff Entities, for their clients and/or on behalf of the Accounts, have been issued and/or have acquired, in the aggregate, $27,749,836 principal amount of the Series A 6% Senior Guaranteed Convertible Notes due 2011 (the "Series A Notes") of the Company, $11,402,000 principal amount of the Series B 6% Senior Guaranteed Convertible Notes due 2011 (the "Series B Notes"), and warrants to purchase an aggregate of 320,321 Shares. As of May 2, 2005, the Series A Notes are convertible into 2,046,448 Shares of the Company, and the Series B Notes are convertible into 548,700 Shares of the Company. William R. Huff possesses the sole power to vote and the sole power to direct the disposition of all securities of the Company issued to or on behalf of the Accounts and the Huff Entities, subject to the internal screening and other securities law compliance procedures of the Huff Entities described below. Thus, as of May 2, 2005, for the purposes of Reg. Section 240.13d-3, Mr. Huff is deemed to beneficially own 2,915,469 Shares, or approximately 22.4% of the Shares deemed issued and outstanding as of that date. Mr. Huff's interest in the Shares is limited to his pecuniary interest, if any, in the Huff Entities and/or the Accounts. Mr. Huff disclaims any pecuniary interest in the Shares. The Huff Entities have in place appropriate internal screening procedures and other securities law compliance policies that from time to time require Mr. Huff to delegate to one or more employees of the Huff Entities transaction and/or securities disposition authority with respect to certain entities, including the Company. All such employees serve under the ultimate direction, control and authority of Mr. Huff. There have been no transactions during the sixty days on or prior to May 2, 2005 in Shares, or securities convertible into, exercisable for or exchangeable for Shares, by Mr. Huff or any other person or entity controlled by him or any person or entity for which he possesses voting or investment control over the securities thereof. During the sixty days on or prior to May 2, 2005, Mr. Huff ceased to possess sole power to vote and the sole power to direct the disposition of an aggregate of $9,575,895 principal amount of the Series A Notes. 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 12, 2006 /s/ William R. Huff ---------------------------------------- William R. Huff, by Bryan E. Bloom, as attorney-in-fact for on behalf of WRH Partners Global Securities, L.P. and W.R. Huff Asset Management Co., L.L.C., certain limited partnerships and limited liability companies affiliated with WRH Partners Global Securities, L.P. and W.R. Huff Asset Management Co., L.L.C., and certain separately managed accounts. Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001). -----END PRIVACY-ENHANCED MESSAGE-----