<PAGE>
As filed with the Securities and Exchange Commission on March 31, 2000
Registration No. 333-92271
333-92271-01
333-92271-02
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
Amendment No. 7
to
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
US Unwired Inc.*
(Exact name of registrant as specified in its charter)
Louisiana 4812 72-1457316
(State or other (Primary standard industrial (IRS employer
jurisdiction classification code number) identification number)
of incorporation or
organization)
One Lakeshore Drive, Suite 1900
Lake Charles, Louisiana 70629
(800) 673-2200
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
---------------
Thomas G. Henning
General Counsel and Secretary
US Unwired Inc.
One Lakeshore Drive, Suite 1900
Lake Charles, Louisiana 70629
(337) 436-9000
(Name, address, including zip code,
and telephone number, including area code, of agent for service)
Copies to:
Anthony J. Correro, III
Louis Y. Fishman
Correro Fishman Haygood Phelps
Walmsley & Casteix, L.L.P.
201 St. Charles Avenue, 46th Floor
New Orleans, Louisiana 70170-4600
(504) 586-5252
---------------
Approximate date of commencement of proposed sale of the securities to the
public: As soon as practicable after this registration statement becomes
effective.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
---------------
The Registrants hereby amend this registration statement on such date or
dates as may be necessary to delay its effective date until the registrants
shall file a further amendment which specifically states that this
registration statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the registration statement
shall become effective on such date as the SEC, acting pursuant to said
Section 8(a), may determine.
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* Some of the subsidiaries of US Unwired Inc. will guarantee the securities
being registered hereby and are therefore registrants also. Information about
these additional registrants appears on the following page.
<PAGE>
ADDITIONAL REGISTRANTS
Louisiana Unwired, LLC
(Exact name of registrant as specified in its charter)
Louisiana 4812 72-1407430
(State or other (Primary standard industrial (IRS employer
jurisdiction classification code number) identification number)
of incorporation or
organization)
One Lakeshore Drive, Suite 1900
Lake Charles, Louisiana 70629
(800) 673-2200
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
----------------
Thomas G. Henning
General Counsel and Secretary
US Unwired Inc.
One Lakeshore Drive, Suite 1900
Lake Charles, Louisiana 70629
(337) 436-9000
(Name, address, including zip code,
and telephone number, including area code, of agent for service)
Copies to:
Anthony J. Correro, III Louis Y. Fishman
Correro Fishman Haygood Phelps
Walmsley & Casteix, L.L.P.
201 St. Charles Avenue, 46th Floor
New Orleans, Louisiana 70170-4600
(504) 586-5252
----------------
Unwired Telecom Corp.
(Exact name of registrant as specified in its charter)
Louisiana 4812 72-0647424
(State or other (Primary standard industrial (IRS employer
jurisdiction classification code number) identification number)
of incorporation or
organization)
One Lakeshore Drive, Suite 1900
Lake Charles, Louisiana 70629
(800) 673-2200
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
----------------
Thomas G. Henning
General Counsel and Secretary
US Unwired Inc.
One Lakeshore Drive, Suite 1900
Lake Charles, Louisiana 70629
(337) 436-9000
(Name, address, including zip code,
and telephone number, including area code, of agent for service)
Copies to:
Anthony J. Correro, III Louis Y. Fishman
Correro Fishman Haygood Phelps
Walmsley & Casteix, L.L.P.
201 St. Charles Avenue, 46th Floor
New Orleans, Louisiana 70170-4600
(504) 586-5252
----------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20. Indemnification of Officers and Directors.
Section 83A(1) of the Louisiana Business Corporation Law permits a
corporation to indemnify any person who was or is a party or is threatened to
be made a party to any action, suit, or proceeding, whether civil, criminal,
administrative, or investigative, including any action by or in the right of
the corporation, by reason of the fact that he is or was a director, officer,
employee, or agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee, or agent of another business,
foreign or nonprofit corporation, partnership, joint venture, or other
enterprise, against expenses, including attorneys' fees, judgments, fines, and
amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit, or proceeding if he acted in good faith and
in a manner he reasonably believed to be in, or not opposed to, the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.
Section 83A(2) provides that, in case of actions by or in the right of the
corporation, the indemnity shall be limited to expenses, including attorneys'
fees and amounts paid in settlement not exceeding, in the judgment of the board
of directors, the estimated expense of litigating the action to conclusion,
actually and reasonably incurred in connection with the defense or settlement
of such action, and that no indemnification shall be made in respect of any
claim, issue, or matter as to which such person shall have been adjudged by a
court of competent jurisdiction, after exhaustion of all appeals therefrom, to
be liable for willful or intentional misconduct in the performance of his duty
to the corporation, unless, and only to the extent that the court shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, he is fairly and reasonably entitled
to indemnity for such expenses which the court shall deem proper.
Section 83(B) provides that to the extent that a director, officer, employee
or agent of a corporation has been successful on the merits or otherwise in
defense of any such action, suit or proceeding, or in defense of any claim,
issue or matter therein, he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
therewith.
Any indemnification under Section 83A, unless ordered by the court, shall be
made by the corporation only as authorized in a specific case upon a
determination that the applicable standard of conduct has been met, and such
determination shall be made:
. By the board of directors by a majority vote of a quorum consisting
of directors who were not parties to such action, suit, or
proceeding, or
. If such a quorum is not obtainable and the board of directors so
directs, by independent legal counsel, or
. By the shareholders.
The indemnification provided for by Section 83 shall not be deemed exclusive
of any other rights to which the person indemnified is entitled under any
bylaw, agreement, authorization of shareholders or directors, regardless of
whether directors authorizing such indemnification are
II-1
<PAGE>
beneficiaries thereof, or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office, and shall
continue as to a person who has ceased to be a director, officer, employee, or
agent and shall inure to the benefit of his heirs and legal representative;
however, no such other indemnification measure shall permit indemnification of
any person for the results of such person's willful or intentional misconduct.
Section 24 of the Louisiana Business Corporation Law provides that the
articles of incorporation of a corporation may contain a provision eliminating
or limiting the personal liability of a director or officer to the corporation
or its shareholders for monetary damages for breach of fiduciary duty as a
director or officer, provided that such provision shall not eliminate or limit
the liability of a director or officer:
. For any breach of the director's or officer's duty of loyalty to the
corporation or its shareholders;
. For acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law;
. Who knowingly or without the exercise of reasonable care and inquiry
votes in favor of a dividend paid in violation of Louisiana law, any
other unlawful distribution, payment or return of assets to be made to
the shareholders or stock purchases or redemptions in violation of
Louisiana law; or
. For any transaction from which the director or officer derived an
improper personal benefit.
Article VI of US Unwired's Articles of Incorporation contains the provisions
permitted by Section 24 of the Louisiana Business Corporation Law and permits
the Board of Directors to take further action to provide indemnification to,
and limit the liability of, to the full extent permitted by law, the directors
and officers of US Unwired by causing US Unwired to enter into contracts with
its directors and officers, adopting by-laws or resolutions, and causing US
Unwired to procure and maintain directors' and officers' liability insurance or
other similar arrangements, notwithstanding that some or all of the members of
the Board of Directors acting with respect to the foregoing may be parties to
such contracts or beneficiaries of such by-laws or resolutions or insurance or
arrangements.
Article VI permits the Board of Directors to cause US Unwired to approve for
its direct and indirect subsidiaries limitation of liability and
indemnification provisions comparable to the foregoing.
Section 11 of US Unwired's by-laws makes mandatory the indemnification of
any of its officers and directors against any expenses, costs, attorneys' fees,
judgments, punitive or exemplary damages, fines and amounts paid in settlement
actually and reasonably incurred by him (as they are incurred) by reason of his
position as director or officer of US Unwired or any subsidiary or other
specified positions if he is successful in his defense of the matter on the
merits or otherwise or has been found to have met the applicable standard of
conduct.
The standard of conduct is met when the director or officer is found to have
acted in good faith and in a manner that he reasonably believed to be in, or
not opposed to, the best interest of US
II-2
<PAGE>
Unwired, and, in the case of a criminal action or proceeding, with no
reasonable cause to believe that his conduct was unlawful. No indemnification
is permitted in respect of any matter as to which a director or officer shall
have been finally adjudged by a court of competent jurisdiction to be liable
for willful or intentional misconduct or to have obtained an improper personal
benefit, unless, and only to the extent that the court shall determine upon
application that, in view of all the circumstances of the case, he is fairly
and reasonably entitled to indemnity for such expenses which the court shall
deem proper.
Section 11 further provides that indemnification granted pursuant to this
section shall not be deemed exclusive of any other rights to which a director
or officer is or may become entitled under any statute, article of
incorporation, by-law, authorization of shareholders or directors, agreement or
otherwise; and that US Unwired intends by this section to indemnify and hold
harmless a director or officer to the fullest extent permitted by law.
US Unwired has issued $55 million of its convertible preferred stock to The
1818 Fund and affiliates of Trust Company of the West. The holders of this
preferred stock have designated two individuals as members of the Board of
Directors of US Unwired. These individuals are entitled to the foregoing
indemnification. In connection with the issuance of the preferred stock, US
Unwired entered into a registration rights agreement with the holders of its
preferred stock pursuant to which a seller of registrable securities may be
required to indemnify US Unwired and its officers and directors under specified
circumstances.
US Unwired maintains a directors' and officers' liability insurance policy.
Item 21. Exhibits and Financial Statement Schedules.
(a) Exhibits
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
------- ----------------------
<C> <S>
3.1+ Articles of Incorporation of US Unwired Inc. dated as of September 23,
1999.
3.2+ Articles of Amendment to Articles of Incorporation of US Unwired Inc.
dated as of October 25, 1999.
3.3+ By-laws of US Unwired Inc. adopted September 30, 1999.
3.4+ Articles of Organization of Louisiana Unwired, LLC dated as of January
2, 1998.
3.5+ Operating Agreement of Louisiana Unwired, LLC dated as of February 23,
1998.
3.6+ Articles of Incorporation of Unwired Telecom Corp., as amended.
3.7+ By-laws of Unwired Telecom Corp. dated as of January 16, 1997.
3.8+ Articles of Amendment to Articles of Incorporation of US Unwired Inc.
dated as of February 15, 2000.
4.1+ Indenture dated as of October 29, 1999 among US Unwired Inc., the
Guarantors (as defined therein) and State Street Bank and Trust
Company.
4.2+ Pledge and Security Agreement dated as of October 29, 1999 by and
between Louisiana Unwired, LLC and State Street Bank and Trust
Company.
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
------- ----------------------
<C> <S>
4.3+ Intercreditor Agreement dated as of October 29, 1999 between CoBank,
ACB and State Street Bank and Trust Company.
4.4+ A/B Exchange Registration Rights Agreement dated as of October 29,
1999 by and among US Unwired Inc.; Louisiana Unwired, LLC; Unwired
Telecom Corp.; Donaldson, Lufkin & Jenrette Securities Corporation;
First Union Securities, Inc. and BNY Capital Markets, Inc.
5.1++ Opinion of Correro Fishman Haygood Phelps Walmsley & Casteix, L.L.P.
dated March 31, 2000.
10.1+ Purchase Agreement dated as of October 26, 1999 among US Unwired Inc.;
Louisiana Unwired, LLC; Unwired Telecom Corp.; Donaldson, Lufkin &
Jenrette Securities Corporation; First Union Securities, Inc. and BNY
Capital Markets, Inc.
10.2+ Shareholders Agreement dated as of September 24, 1999 among US Unwired
Inc. and the shareholders of US Unwired Inc. who are signatories
thereto.
10.3+ US Unwired Inc. 1999 Equity Incentive Plan.
10.4+ Sprint PCS Management Agreement dated February 8, 1999 among
Wirelessco, L.P., Sprint Spectrum L.P., SprintCom, Inc. and Louisiana
Unwired, LLC, including Sprint Trademark and Service Mark License
Agreement and Sprint Spectrum Trademark and Service Mark License
Agreement.
10.5+** Sprint PCS Management Agreement dated June 8, 1998 among Wirelessco,
L.P., Sprint Spectrum L.P., SprintCom, Inc. and Louisiana Unwired,
LLC, including Sprint Trademark and Service Mark License Agreement and
Sprint Spectrum Trademark and Service Mark License Agreement.
10.6+ Securities Purchase Agreement dated as of October 29, 1999 between US
Unwired Inc. and The 1818 Fund III, L.P.
10.7+ Registration Rights Agreement dated as of October 29, 1999 between US
Unwired Inc. and The 1818 Fund, L.P.
10.8+ Shareholders Agreement dated as of October 29, 1999 by and among US
Unwired Inc., The 1818 Fund III, L.P. and the shareholders of US
Unwired Inc. who are signatories thereto.
10.9+ Headquarters Building Lease between Calcasieu Marine National Bank of
Lake Charles and Mercury, Inc., as amended.
10.10+ Credit Agreement dated as of October 1, 1999 by and among US Unwired
Inc., as Borrower, and CoBank, ACB, as Administrative Agent and a
Lender, First Union Capital Markets Corp., as Syndication Agent and a
Co-Arranger, The Bank of New York, as Documentation Agent and a
Lender, BNY Capital Markets, Inc., as a Co-Arranger, First Union
National Bank, as a Lender, and the other Lenders referred to therein.
10.11+ Management and Construction Agreement dated as of January 1, 1999 by
and between US Unwired Inc. and Louisiana Unwired, LLC.
10.12+ Authorized Dealer Agreement dated as of May 13, 1998 by and between US
Unwired Inc. and Louisiana Unwired, LLC.
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
-------- ----------------------
<C> <S>
10.13+ Agreement dated as of May 13, 1998 by and between US Unwired Inc. and
Louisiana Unwired, LLC for Louisiana Unwired, LLC to do business as
US Unwired Inc.
10.14+ Billing Agreement dated as of May 13, 1998 by and between Unibill,
Inc. and Louisiana Unwired, LLC.
10.15+ Long Distance Agreement dated as of June 10, 1998 by and between
Cameron Communications Corporation and US Unwired Inc.
10.16+ Omnibus Agreement dated as of September 7, 1999 by and among US
Unwired Inc., EATELCORP, Inc., Fort Bend Telephone Company, XIT
Leasing, Inc., Wireless Management Corporation, Meretel
Communications Limited Partnership and Meretel Wireless, Inc.
10.17+ Securities Purchase Agreement dated as of February 15, 2000 by and
among US Unwired Inc., TCW Leveraged Income Trust, L.P., TCW
Leveraged Income Trust II, L.P., TCW Shared Opportunity Fund II,
L.P., TCW Shared Opportunity Fund IIB, LLC, TCW Shared Opportunity
Fund III, L.P., TCW/Crescent Mezzanine Partners II, L.P.,
TCW/Crescent Mezzanine Trust II and Brown University Third Century
Fund.
10.18+ First Amendment to Shareholders Agreement dated as of February 15,
2000 by and among US Unwired Inc., The 1818 Fund III, L.P., TCW
Leveraged Income Trust, L.P., TCW Leveraged Income Trust II, L.P.,
TCW Shared Opportunity Fund II, L.P., TCW Shared Opportunity Fund
IIB, LLC, TCW Shared Opportunity Fund III, L.P., TCW/Crescent
Mezzanine Trust II, TCW/Crescent Mezzanine Partners II, L.P. and
Brown University Third Century Fund.
10.19+ First Amendment to Registration Rights Agreement dated as of February
15, 2000 by and among US Unwired Inc., The 1818 Fund III, L.P., TCW
Leveraged Income Trust, L.P., TCW Leveraged Income Trust II, L.P.,
TCW Shared Opportunity Fund II, L.P., TCW Shared Opportunity Fund
IIB, LLC, TCW Shared Opportunity Fund III, L.P., TCW/Crescent
Mezanine Trust II, TCW/Crescent Mezzanine Partners II, L.P. and Brown
University Third Century Fund.
10.20+** Sprint PCS Management Agreement dated as of January 7, 2000 among
Wirelessco, L.P. Sprint Spectrum L.P., SprintCom, Inc. and Texas
Unwired, including Sprint Trademark and Service Mark License
Agreement and Sprint Spectrum Trademark and Service Mark License
Agreement.
10.21+ Consent and Agreement dated as of June 23, 1999 between Sprint
Spectrum L.P., SprintCom, Inc., Sprint Communications Company, L.P.,
Wirelessco, L.P. and CoBank, ACB.
10.22+ Consent and Agreement dated as of October 26, 1999 between Sprint
Spectrum L.P., SprintCom, Inc., Sprint Communications Company, L.P.,
Wirelessco, L.P. and CoBank, ACB.
</TABLE>
II-5
<PAGE>
<TABLE>
<C> <S>
10.23+ First Amendment to Omnibus Agreement dated as of February 9, 2000 by
and among Unwired Telecom Corp., EATELCORP, Inc., Fort Bend Telephone
Company, XIT Leasing, Inc., Wireless Management Corporation, Meretel
Communications Limited Partnership and Meretel Wireless, Inc.
10.24+ Telecom Distribution Agreement dated as of January 1, 2000 between
Unwired Telecom Corp., and US Unwired Inc.
10.25+ Telecom Contribution Agreement dated as of January 1, 2000 between US
Unwired Inc. and Louisiana Unwired, LLC.
10.26+ Loan Agreement dated as of January 1, 2000 by and between Texas Unwired
and Louisiana Unwired, LLC.
10.27+ Letter agreement dated November 19, 1999 between US Unwired Inc. and
Meretel Communications L.P.
21.1+ Subsidiaries of US Unwired Inc.
23.1+ Consent of Ernst & Young LLP.
23.3 Consent of Correro, Fishman, Haygood, Phelps, Walmsley & Casteix, LLP
(included in Exhibit 5.1).
99.1+ Form of Letter of Transmittal.
99.2+ Form of Notice of Guaranteed Delivery.
99.3+ Form of Letter to Beneficial Owners.
99.4+ Form of Letter to Registered Holders and Book-Entry Transfer Facility
Participants.
99.5+ Form of Instruction to Registered Holder and Book-Entry Transfer
Facility Participant from Owner.
</TABLE>
- --------
+ Previously filed.
++ Amended exhibit filed herewith.
** Confidential treatment requested pursuant to Rule 406 under the Securities
Act for a portion of this exhibit.
(b) Financial Statement Schedules
No financial statement schedules are filed because the required information
is not applicable or is included in the consolidated financial statements or
related notes.
Item 22. Undertakings.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrants pursuant to the foregoing provisions, or otherwise, the registrants
have been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act, and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrants of expenses
incurred or paid by a director, officer or controlling person of the
registrants in the successful defense of any action, suit or proceeding) is
asserted by
II-6
<PAGE>
such director, officer or controlling person in connection with the securities
being registered, the registrants will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issues.
The undersigned registrants hereby undertake:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities (if
the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end
of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
The undersigned registrants hereby undertake to supply by means of a post-
effective amendment all information concerning a transaction, and the company
being acquired involved therein, that was not the subject of and included in
the registration statement when it became effective.
II-7
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the undersigned
registrant duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the city of Lake Charles,
State of Louisiana, on March 31, 2000.
US UNWIRED INC.
/s/ Robert W. Piper
By:
----------------------------------
Robert W. Piper
President and Chief Operating
Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on March 31, 2000.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ William L. Henning, Jr. Chairman of the Board of Directors,
______________________________________ Chief Executive Officer and Director
William L. Henning, Jr. (Principal Executive Officer)
/s/ Jerry E. Vaughn Chief Financial Officer (Principal
______________________________________ Financial Officer)
Jerry E. Vaughn
/s/ Don Loverich Controller (Principal Accounting
______________________________________ Officer)
Don Loverich
/s/ Robert W. Piper President, Chief Operating Officer and
______________________________________ Director
Robert W. Piper
/s/ William L. Henning, Sr. Director
______________________________________
William L. Henning, Sr.
/s/ Thomas G. Henning Director
______________________________________
Thomas G. Henning
</TABLE>
II-8
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the undersigned
registrant set forth below has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the city
of Lake Charles, State of Louisiana, on March 31, 2000.
LOUISIANA UNWIRED, LLC
/s/ Robert W. Piper
By:
----------------------------------
Robert W. Piper
Manager/President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on March 31, 2000.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ Robert W. Piper Manager/President (Principal Executive
______________________________________ Officer, Principal Financial Officer
Robert W. Piper and Principal Accounting Officer)
/s/ Thomas G. Henning Assistant Manager/Secretary
______________________________________
Thomas G. Henning
</TABLE>
UNWIRED TELECOM CORP. Member
/s/ Robert W. Piper
By:
-------------------------------
Robert W. Piper, President
CAMERON COMMUNICATIONS Member
CORPORATION
/s/ Thomas G. Henning
By:
-------------------------------
Thomas G. Henning, Vice
President
II-9
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the undersigned
registrant set forth below duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the city of
Lake Charles, State of Louisiana, on March 31, 2000.
UNWIRED TELECOM CORP.
/s/ Robert W. Piper
By:
----------------------------------
Robert W. Piper
President and Chief Operating
Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on March 31, 2000.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ William L. Henning, Jr. Chairman of the Board of Directors,
______________________________________ Chief Executive Officer and Director
William L. Henning, Jr. (Principal Executive Officer)
/s/ Jerry E. Vaughn Chief Financial Officer (Principal
______________________________________ Financial Officer)
Jerry E. Vaughn
/s/ Don Loverich Controller (Principal Accounting
______________________________________ Officer)
Don Loverich
/s/ Robert W. Piper President, Chief Operating Officer and
______________________________________ Director
Robert W. Piper
/s/ William L. Henning, Sr. Director
______________________________________
William L. Henning, Sr.
/s/ Thomas G. Henning Director
______________________________________
Thomas G. Henning
</TABLE>
II-10
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description of Exhibit Pages
------- ---------------------- ------------
<C> <S> <C>
3.1+ Articles of Incorporation of US Unwired Inc. dated as
of September 23, 1999.
3.2+ Articles of Amendment to Articles of Incorporation of
US Unwired Inc. dated as of October 25, 1999.
3.3+ By-laws of US Unwired Inc. adopted September 30, 1999.
3.4+ Articles of Organization of Louisiana Unwired, LLC
dated as of January 2, 1998.
3.5+ Operating Agreement of Louisiana Unwired, LLC dated as
of February 23, 1998.
3.6+ Articles of Incorporation of Unwired Telecom Corp., as
amended.
3.7+ By-laws of Unwired Telecom Corp. dated as of January
16, 1997.
3.8+ Articles of Amendment to Articles of Incorporation of
US Unwired Inc. dated as of February 15, 2000.
4.1+ Indenture dated as of October 29, 1999 among US Unwired
Inc., the Guarantors (as defined therein) and State
Street Bank and Trust Company.
4.2+ Pledge and Security Agreement dated as of October 29,
1999 by and between Louisiana Unwired, LLC and State
Street Bank and Trust Company.
4.3+ Intercreditor Agreement dated as of October 29, 1999
between CoBank, ACB and State Street Bank and Trust
Company.
4.4+ A/B Exchange Registration Rights Agreement dated as of
October 29, 1999 by and among US Unwired Inc.;
Louisiana Unwired, LLC; Unwired Telecom Corp.;
Donaldson, Lufkin & Jenrette Securities Corporation;
First Union Securities, Inc. and BNY Capital Markets,
Inc.
5.1++ Opinion of Correro Fishman Haygood Phelps Walmsley &
Casteix, L.L.P. dated March 31, 2000.
10.1+ Purchase Agreement dated as of October 26, 1999 among
US Unwired Inc.; Louisiana Unwired, LLC; Unwired
Telecom Corp.; Donaldson, Lufkin & Jenrette Securities
Corporation; First Union Securities, Inc. and BNY
Capital Markets, Inc.
10.2+ Shareholders Agreement dated as of September 24, 1999
among US Unwired Inc. and the shareholders of US
Unwired Inc. who are signatories thereto.
10.3+ US Unwired Inc. 1999 Equity Incentive Plan.
10.4+ Sprint PCS Management Agreement dated February 8, 1999
among Wirelessco, L.P., Sprint Spectrum L.P.,
SprintCom, Inc. and Louisiana Unwired, LLC, including
Sprint Trademark and Service Mark License Agreement and
Sprint Spectrum Trademark and Service Mark License
Agreement.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description of Exhibit Pages
------- ---------------------- ------------
<C> <S> <C>
10.5+** Sprint PCS Management Agreement dated June 8, 1998
among Wirelessco, L.P., Sprint Spectrum L.P.,
SprintCom, Inc. and Louisiana Unwired, LLC, including
Sprint Trademark and Service Mark License Agreement and
Sprint Spectrum Trademark and Service Mark License
Agreement.
10.6+ Securities Purchase Agreement dated as of October 29,
1999 between US Unwired Inc. and The 1818 Fund III,
L.P.
10.7+ Registration Rights Agreement dated as of October 29,
1999 between US Unwired Inc. and The 1818 Fund, L.P.
10.8+ Shareholders Agreement dated as of October 29, 1999 by
and among US Unwired Inc., The 1818 Fund III, L.P. and
the shareholders of US Unwired Inc. who are signatories
thereto.
10.9+ Headquarters Building Lease between Calcasieu Marine
National Bank of Lake Charles and Mercury, Inc., as
amended.
10.10+ Credit Agreement dated as of October 1, 1999 by and
among US Unwired Inc., as Borrower, and CoBank, ACB, as
Administrative Agent and a Lender, First Union Capital
Markets Corp., as Syndication Agent and a Co-Arranger,
The Bank of New York, as Documentation Agent and a
Lender, BNY Capital Markets, Inc., as a Co-Arranger,
First Union National Bank, as a Lender, and the other
Lenders referred to therein.
10.11+ Management and Construction Agreement dated as of
January 1, 1999 by and between US Unwired Inc. and
Louisiana Unwired, LLC.
10.12+ Authorized Dealer Agreement dated as of May 13, 1998 by
and between US Unwired Inc. and Louisiana Unwired, LLC.
10.13+ Agreement dated as of May 13, 1998 by and between US
Unwired Inc. and Louisiana Unwired, LLC for Louisiana
Unwired, LLC to do business as US Unwired Inc.
10.14+ Billing Agreement dated as of May 13, 1998 by and
between Unibill, Inc. and Louisiana Unwired, LLC.
10.15+ Long Distance Agreement dated as of June 10, 1998 by
and between Cameron Communications Corporation and US
Unwired Inc.
10.16+ Omnibus Agreement dated as of September 7, 1999 by and
among US Unwired Inc., EATELCORP, Inc., Fort Bend
Telephone Company, XIT Leasing, Inc., Wireless
Management Corporation, Meretel Communications Limited
Partnership and Meretel Wireless, Inc.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description of Exhibit Pages
-------- ---------------------- ------------
<C> <S> <C>
10.17+ Securities Purchase Agreement dated as of February 15,
2000 by and among US Unwired Inc., TCW Leveraged
Income Trust, L.P., TCW Leveraged Income Trust II,
L.P., TCW Shared Opportunity Fund II, L.P., TCW Shared
Opportunity Fund IIB, LLC, TCW Shared Opportunity Fund
III, L.P., TCW/Crescent Mezzanine Partners II, L.P.,
TCW/Crescent Mezzanine Trust II and Brown University
Third Century Fund.
10.18+ First Amendment to Shareholders Agreement dated as of
February 15, 2000 by and among US Unwired Inc., The
1818 Fund III, L.P., TCW Leveraged Income Trust, L.P.,
TCW Leveraged Income Trust II, L.P., TCW Shared
Opportunity Fund II, L.P., TCW Shared Opportunity Fund
IIB, LLC, TCW Shared Opportunity Fund III, L.P.,
TCW/Crescent Mezzanine Trust II, TCW/Crescent
Mezzanine Partners II, L.P. and Brown University Third
Century Fund.
10.19+ First Amendment to Registration Rights Agreement dated
as of February 15, 2000 by and among US Unwired Inc.,
The 1818 Fund III, L.P., TCW Leveraged Income Trust,
L.P., TCW Leveraged Income Trust II, L.P., TCW Shared
Opportunity Fund II, L.P., TCW Shared Opportunity Fund
IIB, LLC, TCW Shared Opportunity Fund III, L.P.,
TCW/Crescent Mezanine Trust II, TCW/Crescent Mezzanine
Partners II, L.P. and Brown University Third Century
Fund.
10.20+** Sprint PCS Management Agreement dated as of January 7,
2000 among Wirelessco, L.P. Sprint Spectrum L.P.,
SprintCom, Inc. and Texas Unwired, including Sprint
Trademark and Service Mark License Agreement and
Sprint Spectrum Trademark and Service Mark License
Agreement.
10.21+ Consent and Agreement dated as of June 23, 1999
between Sprint Spectrum L.P., SprintCom, Inc., Sprint
Communications Company, L.P., Wirelessco, L.P. and
CoBank, ACB.
10.22+ Consent and Agreement dated as of October 26, 1999
between Sprint Spectrum L.P., SprintCom, Inc., Sprint
Communications Company, L.P., Wirelessco, L.P. and
CoBank, ACB.
10.23+ First Amendment to Omnibus Agreement dated as of
February 9, 2000 by and among Unwired Telecom Corp.,
EATELCORP, Inc., Fort Bend Telephone Company, XIT
Leasing, Inc., Wireless Management Corporation,
Meretel Communications Limited Partnership and Meretel
Wireless, Inc.
10.24+ Telecom Distribution Agreement dated as of January 1,
2000 between Unwired Telecom Corp., and US Unwired
Inc.
10.25+ Telecom Contribution Agreement dated as of January 1,
2000 between US Unwired Inc. and Louisiana Unwired,
LLC.
10.26+ Loan Agreement dated as of January 1, 2000 by and
between Texas Unwired and Louisiana Unwired, LLC.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description of Exhibit Pages
------- ---------------------- ------------
<C> <S> <C>
10.27+ Letter agreement dated November 19, 1999 between US
Unwired Inc. and Meretel Communications L.P.
21.1+ Subsidiaries of US Unwired Inc.
23.1+ Consent of Ernst & Young LLP.
23.3 Consent of Correro, Fishman, Haygood, Phelps, Walmsley
& Casteix, LLP (included in Exhibit 5.1).
99.1+ Form of Letter of Transmittal.
99.2+ Form of Notice of Guaranteed Delivery.
99.3+ Form of Letter to Beneficial Owners.
99.4+ Form of Letter to Registered Holders and Book-Entry
Transfer Facility Participants.
99.5+ Form of Instruction to Registered Holder and Book-Entry
Transfer Facility Participant from Owner.
</TABLE>
- --------
+Previously filed.
++Amended exhibit filed herewith.
** Confidential treatment requested pursuant to Rule 406 under the Securities
Act for a portion of this exhibit.
<PAGE>
[LETTERHEAD OF CORRERO FISHMAN HAYGOOD PHELPS WALMSLEY & CASTEIX, L.L.P.
APPEARS HERE]
March 31, 2000
1033-04
US Unwired Inc.
One Lakeshore Drive
Suite 1900
Lake Charles, LA 70629
Re: US Unwired Inc.
Ladies and Gentlemen:
We have acted as counsel to US Unwired Inc., a Louisiana corporation
(the "Company"), in connection with the preparation of the Company's
registration statement on Form S-4, Registration Nos. 333-92271, 333-92271-01
and 333-92271-02 (the "Registration Statement"), first filed with the Securities
and Exchange Commission on December 7, 1999, relating to an offer to exchange
(the "Exchange Offer") the Company's 13 3/8% Series B Senior Subordinated
Discount Notes due 2009 (the "Exchange Notes"), which will have been registered
under the Securities Act of 1933, as amended, for an equal principal amount of
the Company's outstanding 13 3/8% Series A Senior Subordinated Discount Notes
due 2009 (the "Old Notes"). The Exchange Notes will be guaranteed (the
"Subsidiary Guarantees") by Louisiana Unwired, LLC, a Louisiana limited
liability company ("LA Unwired"), and Unwired Telecom Corp., a Louisiana
corporation ("Unwired Telecom") (each, a "Guarantor" and collectively, the
"Guarantors"). The Exchange Notes will be issued, as were the Old Notes, under
an indenture (the "Indenture") dated as of October 29, 1999, among the Company,
the Guarantors and State Street Bank and Trust Company, as trustee (the
"Trustee").
This opinion is being delivered in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act.
Based upon the foregoing and subject to the qualifications set forth
hereinbelow, we are of the opinion that the Exchange Notes have been duly
authorized and that upon issuance and authentication thereof in the manner
described in the Registration Statement:
1
<PAGE>
US Unwired Inc.
March 31, 2000
Page 2
(1) The Exchange Notes will be valid and binding obligations of the
Company, and will be entitled to the benefits of the Indenture, subject to
applicable bankruptcy, insolvency, reorganization, fraudulent conveyance and
transfer, moratorium or other laws now or hereafter in effect relating to or
affecting the rights or remedies of creditors generally and by general
principles of equity (whether applied in a proceeding at law or in equity).
(2) Each of the Subsidiary Guarantees will be valid and binding
obligations of the respective Guarantors, and will be entitled to the benefits
of the Indenture, subject to applicable bankruptcy, insolvency, reorganization,
fraudulent conveyance and transfer, moratorium or other laws now or hereafter in
effect relating to or affecting the rights or remedies of creditors generally
and by general principles of equity (whether applied in a proceeding at law or
in equity).
Our opinion covers federal law and the laws of Louisiana and
New York.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the heading "Legal
Matters" in the prospectus that is a part of the Registration Statement. In
giving such consent, we do not hereby admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act of 1933
or the rules and regulations of the SEC promulgated thereunder.
Yours sincerely,
/s/ CORRERO FISHMAN HAYGOOD PHELPS
WALMSLEY & CASTEIX, L.L.P.
By: Anthony J. Correro, III
CBB/vll
2
