SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
Arch Wireless, Inc.
(Name of Issuer)
Common Stock, par value $.001 per share
(Title of Class of Securities)
039392 60 0
(CUSIP Number)
Richard A. Rubin
Hawkeye Capital Management LLC
200 West 57th Street
New York, NY 10019
Tel. (212) 265-0565
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 21, 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 that is the subject of this Schedule 13D, and is
filing this schedule because of ss. 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 ss.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 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, as amended (the "Exchange Act") or otherwise subject to the
liabilities of that section of the Exchange Act but shall be subject to all
other provisions of the Exchange Act (however, see the Notes).
SCHEDULE 13D
CUSIP No.
039392 60 0
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Richard A. Rubin
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
AF
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF 7 SOLE VOTING POWER
SHARES 1,004,999 Common Shares
BENEFICIALLY
OWNED BY ---------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING 0
PERSON WITH ---------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,004,999 Common Shares
---------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,004,999 Common Shares*
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.02%
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TYPE OF REPORTING PERSON
14 IN
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* This number is included solely for the purposes of identifying shares as to
which this Schedule 13D relates and is qualified in its entirety by the
information in this Schedule 13D. Beneficial ownership of the listed shares is
disclaimed pursuant to Rule 13d-4.
SCHEDULE 13D
CUSIP No.
039392 60 0
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Hawkeye Capital Management LLC - 134 092 634
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X|
(b) |_|
-------------------------------------------------------------------------------
3 SEC USE ONLY
-------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
AF
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
NUMBER OF 0
SHARES ----------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH ----------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
----------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,004,999 Common Shares*
-------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.02%
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14 TYPE OF REPORTING PERSON
OO - limited liability company
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* This number is included solely for the purposes of identifying shares as to
which this Schedule 13D relates and is qualified in its entirety by the
information in this Schedule 13D. Beneficial ownership of the listed shares is
disclaimed pursuant to Rule 13d-4.
SCHEDULE 13D
CUSIP No.
039392 60 0
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Hawkeye Capital LP - 134 092 631
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X|
(b) |_|
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3 SEC USE ONLY
-------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
WC
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
NUMBER OF 0
SHARES -----------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH -----------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
-----------------------------------------
10 SHARED DISPOSITIVE POWER
0
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,004,999 Common Shares*
-------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.02%
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14 TYPE OF REPORTING PERSON
PN
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* This number is included solely for the purposes of identifying shares as to
which this Schedule 13D relates and is qualified in its entirety by the
information in this Schedule 13D. Beneficial ownership of the listed shares is
disclaimed pursuant to Rule 13d-4.
SCHEDULE 13D
Item 1. Security and Issuer.
This statement relates to 1,004,999 shares of the common stock, par
value $0.001 per share (the "Common Stock"), of Arch Wireless, Inc., a
Delaware corporation (the "Company"). The Company's principal executive
offices are located at 1800 West Park Drive, Westborough, MA 01581.
Item 2. Identity and Background.
Item 2(a). This Schedule 13D is being filed jointly by Richard A.
Rubin, Hawkeye Capital Management LLC and Hawkeye Capital LP
(collectively the "Reporting Persons") with respect to the
Common Stock which the Reporting Persons may be deemed to
beneficially own pursuant to Section 13(d) of the Exchange
Act. Richard A. Rubin is the managing member of Hawkeye
Capital Management LLC, which is the general partner of
Hawkeye Capital LP, a pooled investment vehicle organized as
a partnership under the laws of the state of Delaware.
Item 2(b). The residence or business address of each Reporting Person
is 200 West 57th Street, New York, NY 10019
Item 2(c). The present principal occupation of Richard A. Rubin
is managing member of Hawkeye Capital Management LLC.
Item 2(d). During the last five years, none of the Reporting
Persons has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
Item 2(e). During the last five years, none of the Reporting
Persons 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 violations with respect
to such laws.
Item 2(f). Richard A. Rubin is a citizen of the United States and the
other Reporting Persons were organized in Delaware.
Item 3. Source and Amount of Funds or Other Consideration.
The source of funds used to purchase the Common Stock consists of
personal funds of the Reporting Persons. The aggregate amount of funds
required to purchase the Common Stock acquired by the Reporting Persons is
$1,032,885.63.
Item 4. Purpose of Transaction.
The purpose of the acquisition of the Common Stock of the Company by
the Reporting Persons is for investment. The Reporting Persons have requested
that Richard A. Rubin be nominated to a seat on the Board of Directors of the
Company. Otherwise, the Reporting Persons have no plan, proposal or intention
that relates to, or would result in, any of the actions enumerated in Item 4
of the Special Instructions for Complying with Schedule 13D. The Reporting
Persons will monitor the Company and its performance and may, at a later date
as events warrant, take actions or develop plans (subject to any duties to the
Company and its common stockholders Mr. Rubin may become subject to if elected
as a Director of the Company) consistent with maximizing the value of the
Reporting Persons' investments in the Company's Common Stock and debt.
Item 5. Interest in Securities of the Issuer.
Item 5(a). The Reporting Persons own an aggregate of 1,004,999
shares of Common Stock, or approximately 5.02% of the
Company's outstanding Common Stock.
Item 5(b). Of the Reporting Persons, only Richard A. Rubin has
sole power to vote or to direct the vote, and sole power to
dispose and to direct the disposition, or the Common Stock.
Item 5(c). Other than as described in this Statement, none of
the Reporting Persons has purchased any of the Company's
securities during the past sixty days or since the most
recent filing of Schedule 13D, whichever is less.
Item 5(d). No other person is known to have the right to receive
or the power to direct the receipt of dividends from, or the
proceeds from the sale of, such securities.
Item 5(e). Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
None except as disclosed herein.
Item 7. Material to be Filed as Exhibits.
None.
SIGNATURE
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.
Dated: March 24, 2003 RICHARD A. RUBIN
/s/ Richard A. Rubin
--------------------------------
HAWKEYE CAPITAL MANAGEMENT LLC
By: /s/ Richard A. Rubin
-----------------------------
Name: Richard A. Rubin
Title: Managing Member
HAWKEYE CAPITAL LP
By: Hawkeye Capital Management
LLC, its general partner
By: /s/ Richard A. Rubin
-----------------------------
Name: Richard A. Rubin
Title: Managing Member