Amendment No.1 to Schedule 13D

-----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, ObldaY3dbB/n/QP+4DJSWGLwrcBm6m/ouztRaZiW6QYpsSYl3QmtaJzES/IqjPcO lY1bRLShs98DNmkbwlDC0Q== 0001193125-05-154108.txt : 20050802 0001193125-05-154108.hdr.sgml : 20050802 20050801214932 ACCESSION NUMBER: 0001193125-05-154108 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050802 DATE AS OF CHANGE: 20050801 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: US UNWIRED INC CENTRAL INDEX KEY: 0001024149 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 721457316 STATE OF INCORPORATION: LA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-59545 FILM NUMBER: 05989884 BUSINESS ADDRESS: STREET 1: CM TOWER SUITE 1900 STREET 2: ONE LAKESHORE DRIVE CITY: LAKE CHARLES STATE: LA ZIP: 70629 BUSINESS PHONE: 3184369000 MAIL ADDRESS: STREET 1: CM TOWER SUITE 1900 STREET 2: ONE LAKESHORE DRIVE CITY: LAKE CHARLES STATE: LA ZIP: 70629 FORMER COMPANY: FORMER CONFORMED NAME: MERCURY INC DATE OF NAME CHANGE: 19961003 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SPRINT CORP CENTRAL INDEX KEY: 0000101830 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 480457967 STATE OF INCORPORATION: KS FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: PO BOX 7997 CITY: SHAWNEE MISSION STATE: KS ZIP: 66207-0997 BUSINESS PHONE: 9136243000 MAIL ADDRESS: STREET 1: PO BOX 7997 CITY: SHAWNEE MISSION STATE: KS ZIP: 66207-0997 FORMER COMPANY: FORMER CONFORMED NAME: UNITED TELECOMMUNICATIONS INC DATE OF NAME CHANGE: 19920316 FORMER COMPANY: FORMER CONFORMED NAME: UNITED UTILITIES INC DATE OF NAME CHANGE: 19731011 SC 13D/A 1 dsc13da.htm AMENDMENT NO.1 TO SCHEDULE 13D Amendment No.1 to Schedule 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

US Unwired Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

90338R104

(CUSIP Number)

Thomas A. Gerke

Sprint Corporation

6200 Sprint Parkway

Overland Park, Kansas 66251

(913) 794-1440

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

WITH COPIES TO:

C. William Baxley

Michael J. Egan

King & Spalding LLP

191 Peachtree Street

Atlanta, Georgia 30303

(404) 572-4600

July 10, 2005

(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.

* 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).

(Continued on following pages)


CUSIP No. 90338R104		13D		Page 2 of 4 Pages


1	NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Sprint Corporation 48-0457967
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) 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 Kansas

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7 SOLE VOTING POWER

- 0 -

8 SHARED VOTING POWER

45,671,782

9 SOLE DISPOSITIVE POWER

- 0 -

10 SHARED DISPOSITIVE POWER

45,671,782


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 45,671,782
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) approximately 27%
14	TYPE OF REPORTING PERSON (See Instructions) CO

Page 2 of 4 Pages


CUSIP No. 90338R104		13D		Page 3 of 4 Pages

This Amendment No. 1 amends the Schedule 13D filed by Sprint Corporation, a Kansas corporation, with the U.S. Securities and Exchange Commission on July 20, 2005.

The items of the Schedule 13D set forth below are hereby amended as follows:

Item 4. Purpose of the Transaction.

Item 4 is amended by deleting the fifth paragraph and replacing it in its entirety with the following:

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 modified by a letter agreement dated August 1, 2005 (the “Shareholders Agreement”), with the following shareholders: William L. Henning, William L. Henning, Jr., John A. Henning Sr., Thomas G. Henning, Lena B. Henning, John A. Henning Exempt Class Trust No. 1, William L. Henning, Jr. Exempt Class Trust No. 1, Thomas G. Henning Exempt Class Trust No. 1, Cameron Communications, L.L.C. and The 1818 Fund III, L.P. (collectively, the “Tendering Shareholders”). Pursuant to the Shareholders Agreement, the Tendering Shareholders agreed to tender an aggregate of 45,671,782 Shares owned by the Tendering Shareholders (the “Committed Shares”) in the Offer and, if necessary, to vote the Committed Shares in favor of the Merger. As of June 30, 2005, the Committed Shares represented approximately 27% of the Shares issued and outstanding and approximately 25% of the Shares issued and outstanding on a fully diluted basis.

Item 5. Interest in Securities of the Issuer.

Item 5 is amended by deleting the first paragraph and replacing it in its entirety with the following:

As of the date hereof, Sprint owns no Shares. For purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, however, as a result of entering into the Shareholders Agreement, Sprint may be deemed to possess beneficial ownership of an aggregate of 45, 671,782 Shares representing approximately 27% of the issued and outstanding Shares. Sprint and the persons listed in Schedule 1 hereto, however, disclaim beneficial ownership of such securities, and this Statement shall not be construed as an admission that Sprint or any person listed on Schedule 1 hereto is the beneficial owner for any purpose of the securities covered by this Statement.

Item 7. Material to be Filed as Exhibits.

Item 7 is amended by adding at the end thereof the following:

4.	Letter Agreement regarding Shareholders Agreement, dated August 1, 2005, among Sprint Corporation, William L. Henning, Jr. and Thomas G. Henning (filed as Exhibit (d)(7) to Amendment No. 1 to the Schedule TO filed on August 1, 2005 and incorporated herein by reference).

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				Page 4 of 4 Pages

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: August 1, 2005


SPRINT CORPORATION

By		/s/ Charles Wunsch
		Charles Wunsch
		Vice President

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