UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
ARCH WIRELESS, INC.
-------------------
(Name of Issuer)
Common Stock, par value $.001 per share
---------------------------------------
(Title of Class of Securities)
039392105
---------
(CUSIP Number)
December 31, 2003
-----------------
(Date of Event which Requires Filing
of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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).
Continued on following pages
Page 1 of 22 Pages
SCHEDULE 13G
CUSIP No. 039392105 Page 2 of 22 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
DAVIDSON KEMPNER INTERNATIONAL, LTD.
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
BRITISH VIRGIN ISLANDS
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
0
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[ ]
11 Percent of Class Represented By Amount in Row (9)
0%
12 Type of Reporting Person (See Instructions)
CO
SCHEDULE 13G
CUSIP No. 039392105 Page 3 of 22 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
DAVIDSON KEMPNER INSTITUTIONAL PARTNERS, L.P.
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
0
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[ ]
11 Percent of Class Represented By Amount in Row (9)
0%
12 Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No. 039392105 Page 4 of 22 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
DAVIDSON KEMPNER PARTNERS
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
NEW YORK
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
0
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[ ]
11 Percent of Class Represented By Amount in Row (9)
0%
12 Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No. 039392105 Page 5 of 22 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
M. H. DAVIDSON & CO.
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
NEW YORK
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
0
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[ ]
11 Percent of Class Represented By Amount in Row (9)
0%
12 Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No. 039392105 Page 6 of 22 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
M. H. DAVIDSON & CO., L.L.C. 401(k) PLAN
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
NEW YORK
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
0
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[ ]
11 Percent of Class Represented By Amount in Row (9)
0%
12 Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No. 039392105 Page 7 of 22 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
DAVIDSON KEMPNER INTERNATIONAL ADVISORS, L.L.C.
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
0
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[ ]
11 Percent of Class Represented By Amount in Row (9)
0%
12 Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No. 039392105 Page 8 of 22 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
DAVIDSON KEMPNER ADVISERS INC.
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
NEW YORK
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
0
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[ ]
11 Percent of Class Represented By Amount in Row (9)
0%
12 Type of Reporting Person (See Instructions)
CO
SCHEDULE 13G
CUSIP No. 039392105 Page 9 of 22 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
MHD MANAGEMENT CO.
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
NEW YORK
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
0
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[ ]
11 Percent of Class Represented By Amount in Row (9)
0%
12 Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No. 039392105 Page 10 of 22 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
MARVIN H. DAVIDSON
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
0
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[ ]
11 Percent of Class Represented By Amount in Row (9)
0%
12 Type of Reporting Person (See Instructions)
IA; HC
SCHEDULE 13G
CUSIP No. 039392105 Page 11 of 22 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
THOMAS L. KEMPNER, JR.
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
0
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[ ]
11 Percent of Class Represented By Amount in Row (9)
0%
12 Type of Reporting Person (See Instructions)
IA; HC
SCHEDULE 13G
CUSIP No. 039392105 Page 12 of 22 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
STEPHEN M. DOWICZ
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
0
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[ ]
11 Percent of Class Represented By Amount in Row (9)
0%
12 Type of Reporting Person (See Instructions)
IN; HC
SCHEDULE 13G
CUSIP No. 039392105 Page 13 of 22 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
SCOTT E. DAVIDSON
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
0
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[ ]
11 Percent of Class Represented By Amount in Row (9)
0%
12 Type of Reporting Person (See Instructions)
IN; HC
SCHEDULE 13G
CUSIP No. 039392105 Page 14 of 22 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
MICHAEL J. LEFELL
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
0
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[ ]
11 Percent of Class Represented By Amount in Row (9)
0%
12 Type of Reporting Person (See Instructions)
IN; HC
SCHEDULE 13G
CUSIP No. 039392105 Page 15 of 22 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
TIMOTHY I. LEVART
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
UNITED KINGDOM
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
0
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[ ]
11 Percent of Class Represented By Amount in Row (9)
0%
12 Type of Reporting Person (See Instructions)
IN; HC
SCHEDULE 13G
CUSIP No. 039392105 Page 16 of 22 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
ROBERT J. BRIVIO, JR.
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
0
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[ ]
11 Percent of Class Represented By Amount in Row (9)
0%
12 Type of Reporting Person (See Instructions)
IN; HC
Page 17 of 22 Pages
Item 1(a) Name of Issuer:
Arch Wireless, Inc. (the "Issuer")
Item 1(b) Address of the Issuer's Principal Executive Offices:
1800 West Park Drive, Suite 250, Westborough, Massachusetts
01581
Item 2(a) Name of Person Filing:
The Statement is filed on behalf of each of the following
persons (collectively, the "Reporting Persons"):
i) Davidson Kempner International Ltd. ("DKIL");
ii) Davidson Kempner Institutional Partners, L.P. ("DKIP");
iii) Davidson Kempner Partners ("DKP");
iv) M.H. Davidson & Co. ("CO");
v) M.H. Davidson & Co., L.L.C. 401(k) Plan (the "Plan");
vi) Davidson Kempner International Advisors, L.L.C. ("DKIA");
vii) Davidson Kempner Advisers Inc. ("DKAI");
viii) MHD Management Co. ("MHD")'
ix) Marvin H. Davidson ("Mr. Marvin Davidson");
x) Thomas L. Kempner, Jr. ("Mr. Kempner");
xi) Stephen M. Dowicz ("Mr. Dowicz");
xii) Scott E. Davidson ("Mr. Scott Davidson");
xiii) Michael J. Leffell ("Mr. Leffell");
xiv) Timothy I. Levart ("Mr. Levart); and
xv) Robert J. Brivio, Jr. ("Mr. Brivio").
This statement relates to shares (as defined herein) formerly
held or the accounts of DKIA, DKIL, DKIP, DKP and CO. In addition, each of
Messrs. Kempner, Dowicz, Scott Davidson, Leffell, Levart and Brivio may be
deemed to beneficially own the Shares formerly held for the account of the Plan.
Each of Messrs. Marvin Davidson, Kempner, Dowicz, Scott
Davidson, Leffell, Levart and Brivio (collectively, the "Principals"), are the
general partners of CO and the sole stockholders of DKAI, the general partner of
DKIP. The Principals are also the general partners of MHD, the general partner
of DKP. Finally, the Principals are the sole stockholders of DKIA, the manager
of DKIL and, in such capacity, may be deemed to have voting and dispositive
power over the Shares formerly held for the account of DKIL. As a result of
these relationships, each of the Principals may be deemed to have voting and
Page 18 of 22 Pages
dispositive power over the Shares formerly held for the accounts of CO, DKIL,
DKIP, DKP and DKIA. Finally, each of the Principals, with the exception of Mr.
Marvin Davidson, serve as trustees of the Plan. As a result, each of the
Principals, with the exception of Mr. Marvin Davidson, may also be deemed to
have voting and dispositive power over the Shares formerly held for the account
of the Plan.
Item 2(b) Address of Principal Business Office or, if None, Residence:
The address of the principal business office of each of the
Reporting Persons is 885 Third Avenue, New York, NY 10022.
Item 2(c) Citizenship:
1) DKIL is a British Virgin Islands corporation;
2) DKIP is a Delaware limited partnership;
3) DKP is a New York limited partnership;
4) CO is a New York limited partnership;
5) The Plan is an employee benefit plan;
6) DKIA is a Delaware limited liability company;
7) DKAI is a New York corporation;
8) MHD is a New York limited partnership;
9) Mr. Marvin Davidson is a citizen of the United States;
10) Mr. Kempner is a citizen of the United States;
11) Mr. Dowicz is a citizen of the United States;
12) Mr. Scott Davidson is a citizen of the United States;
13) Mr. Lefell is a citizen of the United States;
14) Mr. Levart is a citizen of the United Kingdom; and
15) Mr. Brivio is a citizen of the United States.
Item 2(d) Title of Class of Securities:
Common Stock, par value $.001 per share (the "Shares").
Page 19 of 22 Pages
Item 2(e) CUSIP Number:
039392105
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b) or (c), check whether the person filing is a:
This Item 3 is not applicable.
Item 4. Ownership:
Item 4(a) Amount Beneficially Owned:
As of December 31, 2003, each of the Reporting Persons may be
deemed the beneficial owner of 0 Shares.
Item 4(b) Percent of Class:
The number of Shares of which each of the Reporting Persons
may be deemed to be the beneficial owner constitutes 0% of the total number of
Shares outstanding.
Item 4(c) Number of shares as to which such person has:
Each of DKIL, DKIP, DKP, CO, the Plan, DKIA, DKAI, MHD, Mr. Marvin
-----------------------------------------------------------------------
Davidson, Mr. Kempner, Mr. Dowicz, Mr. Scott Davidson, Mr. Leffell, Mr.
-----------------------------------------------------------------------
Levart and Mr. Brivio
---------------------
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or to direct the vote 0
(iii) Sole power to dispose or to direct the disposition of 0
(iv) Shared power to dispose or to direct the disposition of 0
Item 5. Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as of
the date hereof the Reporting Persons have ceased to be the beneficial owner of
more than five percent of the Shares, check the following [X].
Item 6. Ownership of More than Five Percent on Behalf of Another
Person:
(i) The shareholders of CO have the right to participate in
the receipt of dividends from, or proceeds from the sale of, the Shares held by
CO in accordance with their ownership interests in CO.
(ii) The shareholders of DKIL have the right to participate in
the receipt of dividends from, or proceeds from the sale of, the Shares held by
DKIL in accordance with their ownership interests in DKIL.
Page 20 of 22 Pages
(iii) The partners of DKIP have the right to participate in
the receipt of dividends from, or proceeds from the sale of, the Shares held by
DKIP in accordance with their partnership interests in DKIP.
(iv) The partners of DKP have the right to participate in the
receipt of dividends from, or proceeds from the sale of, the Shares held by DKP
in accordance with their partnership interests in DKP.
(v) The participants in the Plan have the right to participate
in the receipt of dividends from, or proceeds from the sale of, the Shares held
by the Plan in accordance with their interests in the Plan.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company or Control Person:
This Item 7 is not applicable.
Item 8. Identification and Classification of Members of the Group:
This Item 8 is not applicable.
Item 9. Notice of Dissolution of Group:
This Item 9 is not applicable.
Item 10. Certification:
By signing below each of the Reporting Persons certifies that,
to the best of such person's knowledge and belief, the securities referred to
above were not acquired and are not held for the purpose of or with the effect
of changing or influencing the control of the Issuer of such securities and were
not acquired and are not held in connection with or as a participant in any
transaction having such purpose or effect.
Page 21 of 22 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Date: February 5, 2004 DAVIDSON KEMPNER INTERNATIONAL, LTD.
By: Davidson Kempner International Advisors, LLC
Its General Partner
By: /s/ Thomas L. Kempner, Jr.
-----------------------------------------
Name: Thomas L. Kempner, Jr.
Title: Managing Member
Date: February 5, 2004 DAVIDSON KEMPNER INSTITUTIONAL PARTNERS, L.P.
By: Davidson Kempner Advisers Inc.
Its General Partner
By: /s/ Thomas L. Kempner, Jr.
-----------------------------------------
Name: Thomas L. Kempner, Jr.
Title: Secretary
Date: February 5, 2004 DAVIDSON KEMPNER PARTNERS
By: MHD Management Co.
Its General Partner
By: /s/ Thomas L. Kempner, Jr.
-----------------------------------------
Name: Thomas L. Kempner, Jr.
Title: General Partner
Date: February 5, 2004 M.H. DAVIDSON & CO., L.L.C.
By: /s/ Thomas L. Kempner, Jr.
-----------------------------------------
Name: Thomas L. Kempner, Jr.
Title: Managing Member
Date: February 5, 2004 M.H. DAVIDSON & CO. 401(k) PLAN
By: /s/ Thomas L. Kempner, Jr.
-----------------------------------------
Name: Thomas L. Kempner, Jr.
Title: Trustee
Date: February 5, 2004 DAVIDSON KEMPNER INTERNATIONAL ADVISORS, L.L.C.
By: /s/ Thomas L. Kempner, Jr.
-----------------------------------------
Name: Thomas L. Kempner, Jr.
Title: Managing Member
Page 22 of 22 Pages
Date: February 5, 2004 DAVIDSON KEMPNER ADVISERS INC.
By: /s/ Thomas L. Kempner, Jr.
-----------------------------------------
Name: Thomas L. Kempner, Jr.
Title: Secretary
Date: February 5, 2004 MHD MANAGEMENT CO.
By: /s/ Thomas L. Kempner, Jr.
-----------------------------------------
Name: Thomas L. Kempner, Jr.
Title: General Partner
Date: February 5, 2004 MARVIN H. DAVIDSON
/s/ Marvin H. Davidson
---------------------------------------------
Date: February 5, 2004 THOMAS L. KEMPNER, JR.
/s/ Thomas L. Kempner, Jr.
---------------------------------------------
Date: February 5, 2004 STEPHEN M. DOWICZ
/s/ Stephen M. Dowicz
---------------------------------------------
Date: February 5, 2004 SCOTT E. DAVIDSON
/s/ Scott E. Davidson
---------------------------------------------
Date: February 5, 2004 MICHAEL J. LEFFELL
/s/ Michael J. Leffell
---------------------------------------------
Date: February 5, 2004 TIMOTHY I. LEVART
/s/ Timothy I. Levart
---------------------------------------------
Date: February 5, 2004 ROBERT J. BRIVIO, JR.
/s/ Robert J. Brivio, Jr.
---------------------------------------------