SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Arch Wireless, Inc.
(Name of Issuer)
Common Stock (par Value $.001)
(Title of Class of Securities)
039392600
(CUSIP Number)
Richard C. D'Addario
Franklin Advisers Inc.
One Franklin Parkway
San Mateo, California 94403-1906
(650) 312-4422
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
April 17, 2003
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-l(b)(3) or (4), check the following box [X].
*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 in 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. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Franklin Advisers, Inc.
2. CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a)[
] (b)[X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
See Item 3
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
California
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
1,988,443 (See Item 5)
8. SHARED VOTING POWER
9. SOLE DISPOSITIVE POWER
1,988,443 (See Item 5)
10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,988,443 (See Item 5)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
10.8%
14. TYPE OF REPORTING PERSON
IA
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Franklin Resources, Inc.
2. CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a)[
] (b)[X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
See Item 3
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
(See Item 5)
8. SHARED VOTING POWER
(See Item 5)
9. SOLE DISPOSITIVE POWER
(See Item 5)
10. SHARED DISPOSITIVE POWER
(See Item 5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,988,443 (See Item 5)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
10.8%
14. TYPE OF REPORTING PERSON
HC
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Charles B. Johnson
2. CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a)[
] (b)[X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
See Item 3
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
(See Item 5)
8. SHARED VOTING POWER
(See Item 5)
9. SOLE DISPOSITIVE POWER
(See Item 5)
10. SHARED DISPOSITIVE POWER
(See Item 5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,988,443 (See Item 5)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
10.8%
14. TYPE OF REPORTING PERSON
HC
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Rupert H. Johnson, Jr.
2. CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a)[
] (b)[X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
See Item 3
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
(See Item 5)
8. SHARED VOTING POWER
(See Item 5)
9. SOLE DISPOSITIVE POWER
(See Item 5)
10. SHARED DISPOSITIVE POWER
(See Item 5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,988,443 (See Item 5)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
10.8%
14. TYPE OF REPORTING PERSON
HC
Item 1. Security and Issuer
The securities to which this statement relates are shares of Common Stock, par
value $.001 per share (the "Shares"), of Arch Wireless, Inc., a Delaware
corporation (the "Issuer"). The principal executive offices of the Issuer are
located at Arch Wireless, Inc., 1800 West Park Drive, Suite 250, Westborough,
Massachusetts 01581.
Item 2. Identity and Background
(a) Name:
Franklin Advisers Inc. ("FAI")
(b) State of Organization:
California
(c) Principal Business:
An investment adviser registered with the U.S. Securities and Exchange
Commission and investment adviser to a number of the open-end investment
companies in the Franklin Templeton Group of Funds.
Address of Principal Business/Principal Office:
One Franklin Parkway
San Mateo, CA 94403-1906
(d) Criminal Convictions:
None
(e) Civil Proceedings:
None
Item 2. Identity and Background
(a) Name:
Franklin Resources, Inc. ("FRI")
(b) State of Organization:
Delaware
(c) Principal Business:
A diversified financial services holding company whose primary business is
providing, through operating subsidiaries, management, administrative, and
distribution services to the open and closed- end investment companies
comprising the Franklin Templeton Group of Funds, managed accounts and other
investment products.
Address of Principal Business/Principal Office:
One Franklin Parkway
San Mateo, CA 94403-1906
(d) Criminal Convictions:
None
(e) Civil Proceedings:
None
Item 2. Identity and Background
(a) Name:
Charles B. Johnson
(b) Business Address:
Franklin Resources, Inc.
One Franklin Parkway
San Mateo, California 94403-1906
(c) Principal Business:
Chairman of the Board/Chief Executive Officer/Member - Office of the
Chairman/Director/Principal Shareholder, Franklin Resources, Inc., Parent
Company of a number of investment advisers and administrative companies
providing investment advice and administrative services to the Franklin
Templeton Group of Funds, managed accounts and other investment products.
(d) Criminal Convictions:
None
(e) Civil Proceedings:
None
Item 2. Identity and Background
(a) Name:
Rupert H. Johnson, Jr.
(b) Business Address:
Franklin Resources, Inc.
One Franklin Parkway
San Mateo, California 94403-1906
(c) Principal Business:
Vice Chairman/Member - Office of the Chairman/Director/Principal Shareholder,
Franklin Resources, Inc., Parent Company of a number of investment advisers and
administrative companies providing investment advice and administrative services
to the Franklin Templeton Group of Funds, managed accounts and other investment
products.
Director, FAI
(d) Criminal Convictions:
None
(e) Civil Proceedings:
None
Item 2. Identity and Background
(a) The name, residence or business address, and the principal occupation or
employment and the name, principal business and address of any corporation or
other organization in which such employment is conducted, of each executive
officer and director and each controlling person, if any, of the reporting
persons named above is set forth in Exhibit A hereto. To the best knowledge of
the persons listed in Item 2 hereof, each person listed on Exhibit A is a United
States citizen except where otherwise noted and, during the last five years, no
person listed in Exhibit A attached (i) has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii) has
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to,
a judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
The securities reported herein were acquired through the restructuring of Arch
Wireless, Inc. pre-bankruptcy Bank loans and Debt securities. Arch Wireless
emerged from Bankruptcy on May 29, 2002.
Item 4. Purpose of Transaction
The securities covered by this Statement were acquired by FAI's advisory clients
for the purpose of investment. Neither FAI, nor any executive officer or
director of FAI, has any present plans or intentions to acquire or dispose of
any securities of the Issuer other than on behalf of FAI's clients for the
purpose of investment.
Franklin Advisers, Inc ("FAI") intends to encourage the Issuer's management and
Issuer's Board of Directors (the "Board") to take steps to enhance the value of
the Issuer and may hold discussions with members of the Issuer's management and
the Board and/or with other shareholders of the Issuer. Such communications will
include FAI's view that the Board should consider reducing the number of
directors nominated for election at the upcoming Annual Meeting of Shareholders;
as well as electing an independent director as the Chairman of the Board.
In the future, FAI may decide to purchase on behalf of its advisory clients
additional shares of the Common Stock or other securities of the Issuer. In
addition, FAI may cause its advisory clients to dispose of any or all securities
of the Issuer in any manner permitted by applicable securities laws. FAI's
advisory clients reserve the right to exercise any and all of their respective
rights as a stockholder of the Issuer in a manner consistent with their equity
interests.
Other than as described above, neither FAI nor any executive officer or director
of FAI, has any present plans or proposals, which relate to or would result in:
(i) an extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Issuer or any of its subsidiaries;
(ii) the sale or transfer of a material amount of assets of the Issuer or any of
its subsidiaries;
(iii) any material change in the present capitalization or dividend policy of
the Issuer;
(iv) any other material change in the Issuer's business or corporate structure;
(v) changes in the Issuer's charter, bylaws or instruments corresponding thereto
or other actions, which may impede the acquisition of control of the Issuer by
any person;
(vi) causing a class of securities of the Issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities association;
(vii) a class of equity security of the Issuer becoming eligible for termination
of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of
1934; or
(viii) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
(a-b) FAI's advisory clients are the owners of 1,988,433 shares of the Common
Stock representing approximately 10.8% of the outstanding shares of Common
Stock. Since FAI's advisory contracts with its clients grant to FAI sole
investment power over the securities owned by its advisory clients, FAI may be
deemed to be, for purposes of Rule 13d-3 under the 1934 Act (the "1934 Act"),
the beneficial owner of the securities covered by this statement.
Franklin Floating Rate Trust, a closed-end investment company registered under
the Investment Company Act of 1940, is an advisory client of FAI. Franklin
Floating Rate Trust may be deemed to be the beneficial owner of 1,908,741 Shares
representing approximately 10.2% of the outstanding Common Stock of the Issuer.
FAI is a wholly owned subsidiary of Franklin Resources, Inc. ("FRI"). Charles B.
Johnson and Rupert H. Johnson, Jr. (the "Principal Shareholders") each own in
excess of 10% of the outstanding Common Stock of FRI and are the principal
shareholders of FRI. FRI and the Principal Shareholders therefore may be deemed
to be, for purposes of Rule 13d-3 under the 1934 Act, the beneficial owner of
securities held by persons and entities advised by FRI or its subsidiaries. FAI,
FRI and the Principal Shareholders each disclaim any economic interest or
beneficial ownership in any of the securities covered by this Statement owned by
advisory clients of FRI subsidiaries.
Furthermore, FRI, FAI, and the Principal Shareholders are of the view that they
are not acting as a "group" for purposes of Section 13(d) under the 1934 Act and
that they are not otherwise required to attribute to each other the "beneficial
ownership" of securities held by any of them or by any persons or entities
advised by FRI subsidiaries.
(c) There were no transactions in the shares of the Common Stock within the past
sixty days.
(d) No person other than respective advisory clients of FAI have the right to
receive or the power to direct the receipt of dividends from, or the proceeds of
the sale of the securities being reported herein.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings, or Relationships with Respect
to Securities of the Issuer
Other than as disclosed above, no persons named in Item 2 herein, nor to the
best of such person's knowledge, no person named in Exhibit A hereto, has any
contract, arrangement, understanding or relationship (legal or otherwise) with
any person with respect to any securities of the Issuer, including, but not
limited to, transfer or voting of any securities, finders' fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of profits, division of
profits or losses, or the giving or withholding of proxies.
Item 7. Materials to be Filed as Exhibits
Exhibit A Executive Officers and Directors of Reporting Persons 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.
April 22, 2003
Franklin Resources, Inc.
Charles B. Johnson
Rupert H. Johnson, Jr.
S\MURRAY L. SIMPSON
By: Murray L. Simpson
Executive Vice President and General Counsel, Franklin Resources, Inc.
Attorney in Fact for Charles B. Johnson pursuant to Power of Attorney attached
to this Schedule 13D
Attorney in Fact for Rupert H. Johnson, Jr. pursuant to Power of Attorney
attached to this Schedule 13D
Franklin Advisers Inc.
(Registrant)
By: Franklin/Templeton Distributors, Inc.
Its: Managing Member
/s/Harmon E. Burns
HARMON E. BURNS
Executive Vice President
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act of
1934, as amended, the undersigned hereby agree to the joint filing with each
other of the attached statement on Schedule 13D and to all amendments to such
statement and that such statement and all amendments to such statement is made
on behalf of each of them.
IN WITNESS WHEREOF, the undersigned hereby execute this agreement on April 22,
2003.
Franklin Resources, Inc.
Charles B. Johnson
Rupert H. Johnson, Jr.
S\MURRAY L. SIMPSON
By: Murray L. Simpson
Executive Vice President and General Counsel, Franklin Resources, Inc.
Attorney in Fact for Charles B. Johnson pursuant to Power of Attorney attached
to this Schedule 13D
Attorney in Fact for Rupert H. Johnson, Jr. pursuant to Power of Attorney
attached to this Schedule 13D
Franklin Advisers Inc.
(Registrant)
By: Franklin/Templeton Distributors, Inc.
Its: Managing Member
/s/Harmon E. Burns
HARMON E. BURNS
Executive Vice President
POWER OF ATTORNEY
CHARLES B. JOHNSON hereby appoints MURRAY L. SIMPSON his true and lawful
attorney-in-fact and agent to execute and file with the Securities and Exchange
Commission any Schedule 13D, any amendments thereto or any related documentation
which may be required to be filed in his individual capacity as a result of his
position as an officer, director or shareholder of Franklin Resources, Inc. and
granting unto said attorney-in-fact and agent, full power and authority to do
and perform each and every act and thing which he might or could do in person,
hereby ratifying and confirming all that said attorney-in- fact and agent, may
lawfully do or cause to be done by virtue hereof.
S\CHARLES B. JOHNSON
POWER OF ATTORNEY
RUPERT H. JOHNSON, JR. hereby appoints MURRAY L. SIMPSON his true and lawful
attorney-in-fact and agent to execute and file with the Securities and Exchange
Commission any Schedule 13D, any amendments thereto or any related documentation
which may be required to be filed in his individual capacity as a result of his
position as an officer director or shareholder of Franklin Resources, Inc. and
granting unto said attorney-in-fact and agent, full power and authority to do
and perform each and every act and thing which he might or could do in person,
hereby ratifying and confirming all that said attorney-in- fact and agent, may
lawfully do or cause to be done by virtue hereof.
S\RUPERT H. JOHNSON, JR.
Exhibit A
EXECUTIVE OFFICERS AND DIRECTORS
Name
Present Principal Occupation/Employment
Residence or Business Address
Jennifer J. Bolt - Vice President - FRI
FRI
Harmon E. Burns
Vice Chairman/Member - Office of the Chairman/Director - FRI
FRI
Lawrence M. Chew
Assistant Secretary - FRI
FRI
Charles Crocker
Director - FRI
BEI Technologies, Inc.
One Post Street, Suite 2500, San Francisco, CA 94104
Martin L. Flanagan
President/Member - Office of the President, CFO & COO - FRI
President/Director - FAI
FRI
Barbara J. Green
Vice President/Deputy General Counsel - FRI
FRI
Donna S. Ikeda
Vice President - Human Resources - FRI
FRI
Edward B. Jamieson
Executive Vice President - FAI
FAI
Robert D. Joffe
Director - FRI
Cravath, Swaine & Moore LLP
Worldwide Plaza, 825 Eighth Avenue, New York, NY 10019
Charles B. Johnson
Chairman of the Board/Chief Executive Officer/Member - Office of the
Chairman/Director/Principal Shareholder - FRI
FRI
Gregory E. Johnson
President/Member - Office of the President - FRI
Director - FAI
FRI
Rupert H. Johnson, Jr.
Vice Chairman/Member - Office of the Chairman/Director/Principal Shareholder -
FRI
Director - FAI
FRI
Thomas H. Kean
Director - FRI
Drew University
36 Madison Avenue, Madison, NJ 07940
Harry O. Kline
Director - FRI
6501 Red Hook Plaza, #201, St. Thomas, VI 00802
Leslie M. Kratter
Senior Vice President/Secretary - FRI
Secretary - FAI
FRI
Jack Lemein
Executive Vice President - FAI
FAI
Kenneth A. Lewis
Vice President - FRI
FRI
William J. Lippman
Senior Vice President - FRI
FRI
Chauncey Lufkin
Executive Vice President - FAI
FAI
James A. McCarthy
Director - FRI
Private Investor
101 California Street, Suite 1400, San Francisco, CA 94111
Christopher Molumphy
Executive Vice President - FAI
FAI
Chutta Ratnathicam
Director - FRI
CNF, Inc.
3240 Hillview Avenue, Palo Alto, CA 94304
Robert C. Rosselot
Assistant Secretary - FRI
FRI
Peter M. Sacerdote
Director - FRI
Limited Partner/Chair of Investment Committee, Goldman, Sachs Group, L.P.,
Investment banking
Goldman, Sachs & Co. 85 Broad Street, New York, NY 10004
Laura Seidman
Assistant Secretary - FRI
FRI
Murray L. Simpson
Executive Vice President/General Counsel - FRI
FRI
Charles R. Sims
Vice President- Finance, Chief Accounting Officer and Treasurer - FRI
Treasurer - FAI
FRI
Anne M. Tatlock
Vice Chairman/Member - Office of the Chairman/Director - FRI
FRI
Louis E. Woodworth
Director - FRI
Private Investor/President, Alpine Corp.
Alpine Corp., 1505 7th Avenue, Seattle, WA 98119
FRI Franklin Resources, Inc.
One Franklin Parkway
San Mateo, CA 94403-1906
Parent Company of a number of investment advisers and administrative companies
providing investment advice and administrative services to the Franklin
Templeton Group of Funds, managed accounts and other investment products.
FAI Franklin Advisers Inc.
One Franklin Parkway
San Mateo, CA 94403-1906
An investment adviser to a number of the open-end investment companies in the
Franklin Templeton Group of Funds.