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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
LEAP WIRELESS INTERNATIONAL, INC.
(Issuer)
COMMON STOCK
(Title of Class of Securities)
(CUSIP Number)
October 8, 2001
(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 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.
CUSIP NO.: 13G Page 2 of 6 Pages
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NUMBER OF REPORTING PERSON
American Wireless License Group, LLC
52-2145314
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
No
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Mississippi
5. SOLE VOTING POWER
1,753,829
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
1,753,829
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,753,829
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable
CUSIP NO.: 13G Page 3 of 6 Pages
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.79%
12. TYPE OF REPORTING PERSON
OO (Limited Liability Company)
CUSIP NO.: 13G Page 4 of 6 Pages
Schedule 13G
Item 1(a). Name of Issuer:
Leap Wireless International, Inc. ("Leap")
Item 1(b). Address of Issuer's Principal Executive Offices:
10307 Pacific Center Court
San Diego, California 92121
Item 2(a). Name of Person Filing:
American Wireless License Group, LLC ("American")
Item 2(b). Address of Principal Business Office or, if none, Residence:
6360 I-55 North, Suite 331
Jackson, MS 39211
Item 2(c). Citizenship:
American is organized under the laws of the State of
Mississippi.
Item 2(d). Title of Class of Securities:
Common Stock, $.0001 par value per share.
Item 2(e). CUSIP Number:
Item 3. Not Applicable.
Item 4. Ownership:
The paragraphs below set forth information for the reporting
person with respect to the following:
(a) Amount beneficially owned;
(b) Percent of class;
(c) Number of shares as to which the reporting person has:
(i) sole power to vote or direct the vote; (ii) shared
power to vote or to direct the vote; (iii) sole
CUSIP NO.: 13G Page 5 of 6 Pages
power to dispose or to direct the disposition of; (iv)
shared power to dispose or to direct the disposition of.
American beneficially owns and has sole power to vote and
dispose of 1,753,829 shares of the common stock of Leap, which
represents approximately 4.79% of the outstanding shares of
Leap common stock. American acquired the shares in connection
with a transaction in which Leap bought certain wireless
telecommunications licenses from American in exchange for the
aforementioned Leap common stock. American acquired the Leap
common stock in the ordinary course of its business and not
with any purpose, or with the effect of, changing or
influencing the control of Leap.
Item 5. Ownership of Five Percent or Less of a Class:
Due to the recent sale of 147,000 shares, American's
beneficial ownership of shares of the Common Stock of Leap has
dropped to 4.79%.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person:
Not Applicable.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company:
Not Applicable.
Item 8. Identification and Classification of Members of the Group:
Not Applicable.
Item 9. Notice of Dissolution of Group:
Not Applicable.
Item 10. Certification:
By signing below I certify that, to the best of my 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 the
securities and were not acquired and are not held in
connection with or as a participant in any transaction having
that purpose or effect.
CUSIP NO.: 13G Page 6 of 6 Pages
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.
Date: October 12, 2001
AMERICAN WIRELESS LICENSE GROUP, LLC
BY: /s/ Wirt A. Yerger, III
Wirt A. Yerger, III
ITS: Manager