SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Arch Wireless, Inc.
(Name of Issuer)
Common Stock (par Value $.001)
(Title of Class of Securities)
039392600
(CUSIP Number)
Mark Boyadjian
Franklin Advisers Inc.
One Franklin Parkway
San Mateo, California 94403-1906
(650) 312-2836
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 22, 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 [ ].
*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. ("FAI")
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 of schedule 13D filed on April 22, 2003
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
1,426,369 (See Item 5)
8. SHARED VOTING POWER - NA
9. SOLE DISPOSITIVE POWER
1,426,369 (See Item 5)
10. SHARED DISPOSITIVE POWER - NA
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,426,369 (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
7.3%
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 of schedule 13D filed on April 22, 2003
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 - NA
9. SOLE DISPOSITIVE POWER
(See Item 5)
10. SHARED DISPOSITIVE POWER
(See Item 5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,426,369 (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
7.3%
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 of schedule 13D filed on April 22, 2003
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 - NA
9. SOLE DISPOSITIVE POWER
(See Item 5)
10. SHARED DISPOSITIVE POWER
(See Item 5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,426,369 (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
7.3%
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 of schedule 13D filed on April 22, 2003
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 - NA
9. SOLE DISPOSITIVE POWER
(See Item 5)
10. SHARED DISPOSITIVE POWER
(See Item 5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,426,369 (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
7.3%
14. TYPE OF REPORTING PERSON
HC
Item 4 of the Schedule 13D is hereby amended and restated in its entirety as
follows:
Item 4. Purpose of Transaction
The securities covered by this Statement were acquired by Franklin Advisers, Inc
("FAI") 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.
In December 2003, FAI addressed the Board of Directors of the Issuer and members
of management and had discussions with other shareholders of the Issuer
concerning the Issuer pursuing acquisitions of assets or other business
combinations in the paging industry. These discussions will continue. FAI
believes that such an acquisition or business combination would be highly
beneficial to the Issuer and its shareholders. Consequently, FAI has urged and
will continue to urge the Board of directors of the Issuer to actively pursue
these types of transactions.
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 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 1,426,369 shares of the Common
Stock representing approximately 7.3% 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 1,337,441 Shares
representing approximately 6.9% 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, other than the ones noted in Exhibit C.
(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.
This Amendment No. 2 (this "Amendment") amends and supplements the Schedule 13D
filed on behalf of Franklin Advisers, Inc ("FAI") with the Securities and
Exchange Commission on April 22, 2003 and as amended by Amendment No. 1 filed on
November 13, 2003.
Item 7. Materials to be filed as Exhibits
Exhibit C: Summary of Transactions Within the last Sixty Days
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.
December 22, 2003
Franklin Resources, Inc.
Charles B. Johnson
Rupert H. Johnson, Jr.
S\ MURRAY L. SIMPSON
By: Murray L. Simpson
Executive Vice President, General Counsel and Secretary, 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)
/s/ Tyler Chan
TYLER CHAN
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 December
22, 2003.
Franklin Resources, Inc.
Charles B. Johnson
Rupert H. Johnson, Jr.
S\ MURRAY L. SIMPSON
By: Murray L. Simpson
Executive Vice President, General Counsel and Secretary, 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)
/s/ Tyler Chan
TYLER CHAN
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 C
Summary of Transactions Within the Last Sixty Days
Date Buy/Sell No. of Shares Price
11/12/03 Sell 171,500 18.0841
11/13/03 Sell 10,900 18.39908
11/13/03 Sell 200,000 18.05
12/3/03 Sell 19,800 19.61
12/4/03 Sell 100,000 19.90