3//SEC Filing
US UNWIRED INC 3
Accession 0001181431-05-041124
CIK 0001024149operating
Filed
Jul 18, 8:00 PM ET
Accepted
Jul 19, 9:41 PM ET
Size
6.2 KB
Accession
0001181431-05-041124
Insider Transaction Report
Form 3
US UNWIRED INCUNWR
SPRINT NEXTEL CORP
10% Owner
Holdings
- 45,087,920
Common stock, $0.01 par value per share
Footnotes (2)
- [F1]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. 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 (the "Shareholders Agreement"), with certain of the Company's shareholders party thereto (collectively, the "Tendering Shareholders").
- [F2]Pursuant to the Shareholders Agreement, the Tendering Shareholders have agreed to tender an aggregate of 45,087,920 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.
Documents
Issuer
US UNWIRED INC
CIK 0001024149
Entity typeoperating
IncorporatedLA
Related Parties
1- filerCIK 0001024149
Filing Metadata
- Form type
- 3
- Filed
- Jul 18, 8:00 PM ET
- Accepted
- Jul 19, 9:41 PM ET
- Size
- 6.2 KB