================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 1)*
SUNCOM WIRELESS HOLDINGS, INC.
(Name of Issuer)
CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
86722Q108
(CUSIP Number)
MR. JOSEPH R. THORNTON
PARDUS CAPITAL MANAGEMENT L.P.
1001 AVENUE OF THE AMERICAS
SUITE 1100
NEW YORK, NY 10018
(212) 719-7550
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
with a copy to
JEFFREY D. MARELL, ESQ.
CARL L. REISNER, ESQ.
PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
1285 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019-6064
NOVEMBER 9, 2006
(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 to 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 Section 240.13d-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 purposes 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.)
==============================================================================
CUSIP NO. 86722Q108 PAGE 2 OF 7
SCHEDULE 13D
------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
Pardus European Special Opportunities Master Fund L.P.
------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_] Not
(b) [X] Applicable
------------------------------------------------------------------------------
3 SEC USE ONLY
------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E)
[_] Not Applicable
------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
United States
------------------------------------------------------------------------------
7 SOLE VOTING POWER
5,550,000*
NUMBER OF ---------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY ---------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 5,550,000*
PERSON ---------------------------------
WITH 10 SHARED DISPOSITIVE POWER
-0-
------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,550,000*
------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_] Not Applicable
------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8%*
------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
------------------------------------------------------------------------------
--------------
* Pardus European Special Opportunities Master Fund L.P., a limited
partnership formed under the laws of the Cayman Islands (the "Fund"), is the
beneficial owner of 5,550,000 shares of Class A Common Stock, par value $0.01
per share (the "Shares"), of SunCom Wireless Holdings, Inc., a Delaware
corporation (the "Company"). Pardus Capital Management L.P., a Delaware
limited partnership ("PCM"), serves as the investment manager of the Fund and
possesses sole power to vote and direct the disposition of all Shares held by
the Fund. Pardus Capital Management LLC, a Delaware limited liability company
("PCM LLC"), as the general partner of PCM, and Mr. Karim Samii, as the sole
member of PCM LLC, may be deemed to be the beneficial owners of all Shares
held by the Fund; however, PCM LLC and Mr. Samii disclaim beneficial ownership
of all Shares held by the Fund. Based on information provided by the Company,
as of October 31, 2006 there were 63,448,546 shares of the Company's Class A
Common Stock issued and outstanding. Thus, for the purposes of Reg. Section
240.13d-3, the Fund and PCM are deemed to beneficially own, and PCM LLC and
Mr. Karim Samii may be deemed to beneficially own, 5,550,000 Shares, or
approximately 8.8% of the issued and outstanding Shares.
CUSIP NO. 86722Q108 PAGE 3 OF 7
SCHEDULE 13D
------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
Pardus Capital Management L.P.
------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_] Not
(b) [X] Applicable
------------------------------------------------------------------------------
3 SEC USE ONLY
------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E)
[_] Not Applicable
------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
United States
------------------------------------------------------------------------------
7 SOLE VOTING POWER
5,550,000*
NUMBER OF ---------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY ---------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 5,550,000*
PERSON ---------------------------------
WITH 10 SHARED DISPOSITIVE POWER
-0-
------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,550,000*
------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_] Not Applicable
------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8%*
------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IA
------------------------------------------------------------------------------
-------------
* The Fund is the beneficial owner of 5,550,000 Shares of the Company. PCM
serves as the investment manager of the Fund and possesses sole power to vote
and direct the disposition of all Shares held by the Fund. PCM LLC, as the
general partner of PCM, and Mr. Karim Samii, as the sole member of PCM LLC may
be deemed to be the beneficial owners of all Shares held by the Fund; however,
PCM LLC, and Mr. Samii disclaim beneficial ownership of all Shares held by the
Fund. Based on information provided by the Company, as of October 31, 2006
there were 63,448,546 shares of the Company's Class A Common Stock issued and
outstanding. Thus, for the purposes of Reg. Section 240.13d-3, the Fund and
PCM are deemed to beneficially own, and PCM LLC and Mr. Karim Samii may be
deemed to beneficially own, 5,550,000 Shares, or approximately 8.8% of the
issued and outstanding Shares.
CUSIP NO. 86722Q108 PAGE 4 OF 7
SCHEDULE 13D
------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
Pardus Capital Management LLC
------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_] Not
(b) [X] Applicable
------------------------------------------------------------------------------
3 SEC USE ONLY
------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E)
[_] Not Applicable
------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
United States
------------------------------------------------------------------------------
7 SOLE VOTING POWER
5,550,000*
NUMBER OF ---------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY ---------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 5,550,000*
PERSON ---------------------------------
WITH 10 SHARED DISPOSITIVE POWER
-0-
------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,550,000*
------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_] Not Applicable
------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8%*
------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
------------------------------------------------------------------------------
--------------
* The Fund is the beneficial owner of 5,550,000 Shares of the Company. PCM
serves as the investment manager of the Fund and possesses sole power to vote
and direct the disposition of all Shares held by the Fund. PCM LLC, as the
general partner of PCM, and Mr. Karim Samii, as the sole member of PCM LLC,
may be deemed to be the beneficial owners of all Shares held by the Fund;
however, PCM LLC and Mr. Samii disclaim beneficial ownership of all Shares
held by the Fund. Based on information provided by the Company, as of October
31, 2006 there were 63,448,546 shares of the Company's Class A Common Stock
issued and outstanding. Thus, for the purposes of Reg. Section 240.13d-3, the
Fund and PCM are deemed to beneficially own, and PCM LLC and Mr. Karim Samii
may be deemed to beneficially own, 5,550,000 Shares, or approximately 8.8% of
the issued and outstanding Shares.
CUSIP NO. 86722Q108 PAGE 5 OF 7
SCHEDULE 13D
------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
Mr. Karim Samii
------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_] Not
(b) [X] Applicable
------------------------------------------------------------------------------
3 SEC USE ONLY
------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E)
[_] Not Applicable
------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
United States
------------------------------------------------------------------------------
7 SOLE VOTING POWER
5,550,000*
NUMBER OF ---------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY ---------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 5,550,000*
PERSON ---------------------------------
WITH 10 SHARED DISPOSITIVE POWER
-0-
------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,550,000*
------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_] Not Applicable
------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8%*
------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
------------------------------------------------------------------------------
--------------
* The Fund is the beneficial owner of 5,550,000 Shares of the Company. PCM
serves as the investment manager of the Fund and possesses sole power to vote
and direct the disposition of all Shares held by the Fund. PCM LLC, as the
general partner of PCM, and Mr. Karim Samii, as the sole member of PCM LLC,
may be deemed to be the beneficial owners of all Shares held by the Fund;
however, PCM LLC and Mr. Samii disclaim beneficial ownership of all Shares
held by the Fund. Based on information provided by the Company, as of October
31, 2006 there were 63,448,546 shares of the Company's Class A Common Stock
issued and outstanding. Thus, for the purposes of Reg. Section 240.13d-3, the
Fund and PCM are deemed to beneficially own, and PCM LLC and Mr. Karim Samii
may be deemed to beneficially own, 5,550,000 Shares, or approximately 8.8% of
the issued and outstanding Shares.
CUSIP NO. 86722Q108 PAGE 6 OF 7
Item 1. SECURITY AND ISSUER.
Pursuant to Rule 13d-2(a) of the General Rules and Regulations under
the Securities Exchange Act of 1934, as amended (the "Act"), the undersigned
hereby amends the Schedule 13D Statement (as amended, this "Schedule 13D")
originally filed by Fund, PCM, PCM LLC and Mr. Karim Samii relating to the
shares of Class A Common Stock, par value of $0.01 per share (the "Shares"),
of SunCom Wireless Holdings, Inc. (the "Company"). The principal executive
offices of the Company are located at 1100 Cassatt Road, Berwyn, Pennsylvania,
19312.
Item 2. IDENTITY AND BACKGROUND.
No material change.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
No material change.
Item 4. PURPOSE OF TRANSACTION.
This Item 4 is hereby amended by adding the following:
"As disclosed by the Company on a Quarterly Report on Form 10-Q for
the fiscal period ended September 30, 2006, as filed with the Securities and
Exchange Commission on November 9, 2006, the Company has been participating in
discussions with holders of senior subordinated notes issued by the Company
with respect to a potential restructuring by means of an exchange of their
notes for equity in the Company. The Fund is one of the holders of the senior
subordinated notes issued by the Company engaged in such discussions.
Except as otherwise described in this Item 4 of this Schedule 13D, as
amended, the acquisition of the Shares by the Fund is for investment purposes
on behalf of the Fund."
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
No material change.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
No material change.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 2: Joint Filing Agreement, dated November 9, 2006,
among the Reporting Persons.
SIGNATURE
After reasonable inquiry and to the best of its or his knowledge and
belief, each of the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Dated: November 9, 2006
PARDUS EUROPEAN SPECIAL OPPORTUNITIES
MASTER FUND L.P.
By: Pardus Capital Management L.P.,
its Investment Manager
By: Pardus Capital Management LLC,
its general partner
By: /s/ Karim Samii
-------------------------------
Name: Karim Samii
Title: Sole Member
PARDUS CAPITAL MANAGEMENT L.P.
By: Pardus Capital Management LLC,
its general partner
By: /s/ Karim Samii
-------------------------------
Name: Karim Samii
Title: Sole Member
PARDUS CAPITAL MANAGEMENT LLC
By: /s/ Karim Samii
-------------------------------
Name: Karim Samii
Title: Sole Member
/s/ Karim Samii
------------------------------------
Karim Samii
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001).