-----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, R+K6ZtP7OiITrbex7N/CbuBUNWU9w1RQLg7lg/Q4Z5/aLys/POED5d57+a6DY83u KzFRkyVrnoRRBJ5nolCk3g== 0000950123-05-008632.txt : 20050719 0000950123-05-008632.hdr.sgml : 20050719 20050719100407 ACCESSION NUMBER: 0000950123-05-008632 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050719 DATE AS OF CHANGE: 20050719 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: 05960668 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: UBS AG CENTRAL INDEX KEY: 0001114446 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: BAHNHOFSTRASSE 45 STREET 2: P O BOX CH 8098 CITY: ZURICH STATE: V8 ZIP: - BUSINESS PHONE: 41-1-234-4100 MAIL ADDRESS: STREET 1: BAHNHOFSTRASSE 45 STREET 2: P O BOX CH 8098 CITY: ZURICH STATE: V8 ZIP: - SC 13D/A 1 y10863sc13dza.txt AMENDMENT NO. 1 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Rule 13d-1) 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)* IMPSAT Fiber Networks, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 45321t202 - -------------------------------------------------------------------------------- (CUSIP NUMBER) David Aufhauser, Esq. UBS AG 299 Park Avenue New York, New York 10171 (212) 821-3000 - -------------------------------------------------------------------------------- (Name, address and telephone number of person authorized to receive notices and communications) March 8,2005 - -------------------------------------------------------------------------------- (Date of Event That 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. |X| 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. * 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 the 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). - -------------------------------------------------------------------------------- 1. NAMES AND I.R.S. IDENTIFICATION NOS. OF REPORTING PERSONS UBS AG (for the benefit and on behalf of UBS Investment Bank and Wealth Management USA, business groups of UBS AG (See item 5)) - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) | | (b) | | - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS BK. AF, WC - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |x| - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Switzerland - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER: NUMBER OF 1,918,880 ------------------------------------------------------- SHARES 8. SHARED VOTING POWER: BENEFICIALLY 0 ------------------------------------------------------- OWNED BY 9. SOLE DISPOSITIVE POWER: EACH 1,918,880 ------------------------------------------------------- REPORTING 10. SHARED DISPOSITIVE POWER PERSON WITH: 0 - -------------------------------------------------------------------------------- * See item 5 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,918,880 - -------------------------------------------------------------------------------- 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | | - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.9% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON BK - -------------------------------------------------------------------------------- UBS AG (the "Reporting Person") hereby amends its Schedule 13D, dated December 17, 2004 (the "Schedule 13D"), relating to the Common Stock of IMPSAT Fiber Networks, Inc. (the "Issuer"). The Reporting Person previously made a statement as to its holdings in the common stock of the Issuer on Schedule 13G, as permitted pursuant to no-action relief granted to it by the Securities and Exchange Commission. Subsequent to the date of this filing and for so long as it is qualified to do so, the Reporting Person will make all future statements with respect to the Common Stock of the Issuer on amendments to its Schedule 13G, and not Schedule 13D. Item 2. IDENTITY AND BACKGROUND Item 2 is hereby amended and restated in its entirety as follows: UBS AG Principal business: UBS AG is a major international banking and financial firm. UBS AG's principal business office is located at: Bahnhofstrasse 45 CH-8021, Zurich, Switzerland UBS AG, a Swiss banking corporation, is publicly owned, and its shares are listed on the Zurich, New York and Tokyo stock exchanges. Subsidiaries of UBS AG include UBS Securities LLC and UBS Financial Services Inc. Like most securities firms, UBS Securities LLC and UBS Financial Services Inc. are, and have been, defendant(s) in numerous legal actions brought by private plaintiffs relating to their securities businesses that allege various violations of federal and state securities laws. UBS Securities LLC and UBS Financial Services Inc. are wholly owned subsidiaries of UBS AG. UBS AG, a Swiss banking corporation, is publicly owned, and its shares are listed on the Zurich, New York and Tokyo stock exchanges. UBS AG files annual reports on Form 20-F with the SEC, and also files quarterly reports and certain other material information with the SEC under cover of Form 6-K. These reports are publicly available. These reports include material information about UBS Securities LLC matters, including information about any material litigation or administrative proceedings. Further, UBS AG, UBS Securities LLC and UBS Financial Services Inc., and other affiliated entities, like most large, full service investment banks and broker-dealers, receive inquiries and are sometimes involved in investigations by the Federal Reserve Bank, SEC, NYSE and various other regulatory organizations and government agencies. UBS AG and its affiliates and subsidiaries fully cooperate with the authorities in all such requests. UBS Securities LLC and UBS Financial Services Inc. regularly report to the National Association of Securities Dealers, Inc. on Form B-D and to the SEC on Schedule E to Form ADV investigations that result in orders. These reports are publicly available. Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Item 3 is hereby amended by adding to the following paragraph: The source of funds for the recent purchases of the Common Stock (as defined above in Item 1) was internal funds of UBS AG and the affiliates that purchased the subject securities and/or the available funds of clients if shares purchased on a discretionary basis for client accounts. Item 4. PURPOSE OF TRANSACTION Item 4 is hereby amended and restated in its entirety as follows: The shares of Common Stock were acquired for investment and proprietary trading purposes and not with the purpose or effect of changing or influencing control of the Issuer. UBS AG and its affiliates review their respective holdings of the Issuer on an ongoing basis. Depending on such evaluations, UBS and its affiliates may from time to time in the future acquire additional shares in connection with such investment and risk arbitrage activities, but they have no present plans for any material additional acquisitions. Except as otherwise described herein, none of the reporting persons has any plans or proposals relating to or which would result in any of the transactions described in Items 4(a) - (j) of Schedule 13D. Item 5. INTEREST IN SECURITIES OF THE ISSUER Item 5 is hereby amended and restated in its entirety as follows: (a) - (b) As of the date of the event requiring the filing of this schedule and as of the date hereof, the Reporting Person ((for the benefit and on behalf of UBS Investment Bank and Wealth Management USA, business groups of UBS AG) ) beneficially owns 1,918,880 shares, representing 18.9% of the Common Stock of the Issuer, through the following subsidiaries: UBS AG London Branch UBS Portfolio LLC UBS AG Frankfurt UBS Ltd UBS Warburg Private Clients Ltd UBS AG Tokyo branch UBS AG (Switzerland) UBS Warburg Securities (Pty) Ltd (South Africa) UBS International Ltd UBS Warburg Securities Ltd Banco UBS Warburg S.A UBS Warburg Corretora de Cambio e Valores Mobiliarios S.A. UBS Warburg Trading S.A. UBS Bunting Warburg Inc UBS Capital Americas Investments III, Ltd. UBS Capital II LLC UBS Capital LLC UBS AG Brazil UBS Limited UBS Capital Americas Investments II Ltd SBC Equity Partners AG UBS Capital Asia Pacific Ltd UBS Capital Holdings LLC UBS Capital Jersey Ltd UBS Capital BV UBS (USA) Inc UBS Warburg AG (Frankfurt) UBS Securities Australia Ltd UBS Securities (Japan) Ltd UBS Securities LLC UBS Securities New Zealand Limited UBS New Zealand Limited UBS AG Australia Branch UBS Capital Markets LP UBS Capital Latin America LDC UBS Securities France SA UBS AG Canada Branch UBS Cayman Ltd. PaineWebber Capital Inc Paine Webber International Inc UBS Fiduciary Trust Company UBS Financial Services Incorporated of Puerto Rico UBS Americas Inc UBS Financial Services Inc. The Reporting Person has sole voting and dispositive power over all of the shares reported above. (c) The Reporting Person has not affected any transactions in the Common Stock of the Issuer (i) in the past 60 days from the date hereof or (2) in the 60 days prior to date of the event requiring this filing, except as set forth below. [Include table of trades for the 60 days prior to March 8, 2005 and the 60 days prior to July 15 as required by Item 5(c)]. Buy 541,000 @$6.30 March 8, 2005 OTC Buy 1,500 @$6.05-$6.10 Feb 23, 2005 OTC Buy 25,000 @$5.90-$6.10 Feb 22, 2005 OTC But 98,500 @$5.90-$5.95 Feb 18, 2005 OTC But 50,000 @$5.843-$5.9 Feb 17, 2005 OTC (d) Not Applicable 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. Date: July 15, 2005 UBS AG By: /s/ Teresa Ressel -------------------------------- Teresa Ressel Managing Director By: /s/ Per Dyrvik -------------------------------- Per Dyrvik Managing Director -----END PRIVACY-ENHANCED MESSAGE-----