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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Leap Wireless International, Inc.
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(Name of Issuer)
Common Stock, par value $0.0001 per share
--------------------------------------------------------------------------------
(Title of Class of Securities)
521863308
--------------------------------------------------------------------------------
(CUSIP Number)
December 31, 2004
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(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 (however, see
the Notes).
CUSIP No. 521863308
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Harbert Distressed Investment Master Fund, 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
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
4,308,357
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
4,308,357
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,308,357
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
7.2%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
--------------------------------------------------------------------------------
CUSIP No. 521863308
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
HMC Distressed Investment Offshore Manager, 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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
4,308,357
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
4,308,357
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,308,357
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
7.2%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
------------------------------------------------------------------------------
CUSIP No. 521863308
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
HMC Investors, 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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
4,407,525
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
4,407,525
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,407,525
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
7.3%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
------------------------------------------------------------------------------
CUSIP No. 521863308
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Philip Falcone
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
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
4,407,525
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
4,407,525
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,407,525
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
7.3%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
------------------------------------------------------------------------------
CUSIP No. 521863308
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Raymond J. Harbert
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
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
4,407,525
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
4,407,525
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,407,525
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
7.3%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
------------------------------------------------------------------------------
CUSIP No. 521863308
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Michael D. Luce
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
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
4,407,525
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
4,407,525
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,407,525
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
7.3%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
--------------------------------------------------------------------------------
CUSIP No. 521863308
---------------------
Item 1(a). Name of Issuer:
Leap Wireless International, Inc.
--------------------------------------------------------------------
(b). Address of Issuer's Principal Executive Offices:
10307 Pacific Center Court
San Diego, California 92121
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Item 2(a). Name, Principal Business Address, and Citizenship of Persons Filing:
Harbert Distressed Investment Master Fund, Ltd. - Cayman Islands
c/o International Fund Services (Ireland) Limited
Third Floor, Bishop's Square
Redmond's Hill
Dublin 2, Ireland
HMC Distressed Investment Offshore Manager, L.L.C. - Delaware
Philip Falcone - U.S.A.
555 Madison Avenue
16th Floor
New York, New York 10022
United States of America
HMC Investors, L.L.C. - Delaware
Raymond J. Harbert - U.S.A.
Michael D. Luce - U.S.A.
One Riverchase Parkway South
Birmingham, Alabama 35244
United States of America
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(d). Title of Class of Securities:
Common Stock, par value $0.0001 per share
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(e). CUSIP Number:
521863308
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Item 3. If This Statement is filed pursuant to ss.240.13d-1(b) or
240.13d-2(b), or (c), check whether the person filing is a:
(a) [_] Broker or dealer registered under Section 15 of the Exchange Act
(15 U.S.C. 78c).
(b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C.
78c).
(c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange
Act (15 U.S.C. 78c).
(d) [_] Investment company registered under Section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8).
(e) [_] An investment adviser in accordance with s.240.13d-1(b)(1)(ii)(E);
(f) [_] An employee benefit plan or endowment fund in accordance with
s.240.13d-1(b)(1)(ii)(F);
(g) [_] A parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G);
(h) [_] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C.1813);
(i) [_] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j) [_] Group, in accordance with s.240.13d-1(b)(1)(ii)(J).
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
Harbert Distressed Investment Master Fund, Ltd. - 4,308,357
HMC Distressed Investment Offshore Manager, L.L.C. - 4,308,357
HMC Investors, L.L.C. - 4,407,525
Philip Falcone - 4,407,525
Raymond J. Harbert - 4,407,525
Michael D. Luce - 4,407,525
--------------------------------------------------------------------
(b) Percent of class:
Harbert Distressed Investment Master Fund, Ltd. - 7.2%
HMC Distressed Investment Offshore Manager, L.L.C. - 7.2%
HMC Investors, L.L.C. - 7.3%
Philip Falcone - 7.3%
Raymond J. Harbert - 7.3%
Michael D. Luce - 7.3%
--------------------------------------------------------------------
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Harbert Distressed Investment Master Fund, Ltd. - 0
HMC Distressed Investment Offshore Manager, L.L.C. - 0
HMC Investors, L.L.C. - 0
Philip Falcone - 0
Raymond J. Harbert - 0
Michael D. Luce - 0
(ii) Shared power to vote or to direct the vote:
Harbert Distressed Investment Master Fund, Ltd. - 4,308,357
HMC Distressed Investment Offshore Manager, L.L.C. - 4,308,357
HMC Investors, L.L.C. - 4,407,525
Philip Falcone - 4,407,525
Raymond J. Harbert - 4,407,525
Michael D. Luce - 4,407,525
(iii) Sole power to dispose or to direct the disposition of:
Harbert Distressed Investment Master Fund, Ltd. - 0
HMC Distressed Investment Offshore Manager, L.L.C. - 0
HMC Investors, L.L.C. - 0
Philip Falcone - 0
Raymond J. Harbert - 0
Michael D. Luce - 0
(iv) Shared power to dispose or to direct the disposition of:
Harbert Distressed Investment Master Fund, Ltd. - 4,308,357
HMC Distressed Investment Offshore Manager, L.L.C. - 4,308,357
HMC Investors, L.L.C. - 4,407,525
Philip Falcone - 4,407,525
Raymond J. Harbert - 4,407,525
Michael D. Luce - 4,407,525
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 person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [ ].
N/A
--------------------------------------------------------------------
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
If any 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, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.
N/A
--------------------------------------------------------------------
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company or
Control Person.
If a parent holding company or Control person has filed this schedule,
pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an
exhibit stating the identity and the Item 3 classification of the relevant
subsidiary. If a parent holding company or control person has filed this
schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating
the identification of the relevant subsidiary.
N/A
--------------------------------------------------------------------
Item 8. Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to ss.240.13d-1(b)(1)(ii)(J),
so indicate under Item 3(j) and attach an exhibit stating the identity and Item
3 classification of each member of the group. If a group has filed this schedule
pursuant to ss.240.13d-1(c) or ss.240.13d-1(d), attach an exhibit stating the
identity of each member of the group.
N/A
--------------------------------------------------------------------
Item 9. Notice of Dissolution of Group.
Notice of dissolution of a group may be furnished as an exhibit stating the
date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by members
of the group, in their individual capacity. See Item 5.
N/A
--------------------------------------------------------------------
Item 10. Certification.
(b) The following certification shall be included if the statement is
filed pursuant to Rule 13d-1(c):
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 such purpose or effect.
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.
Harbert Distressed Investment Master Fund, Ltd.*
By: HMC Distressed Investment Offshore Manager, L.L.C.
By: HMC Investors, L.L.C., Managing Member
By: /s/ Joel B. Piassick
------------------------
HMC Distressed Investment Offshore Manager, L.L.C.*
By: HMC Investors, L.L.C., Managing Member
By: /s/ Joel B. Piassick
------------------------
HMC Investors, L.L.C.*
By: /s/ Joel B. Piassick
------------------------
/s/ Philip Falcone*
---------------------
Philip Falcone
/s/ Raymond J. Harbert*
---------------------
Raymond J. Harbert
/s/ Michael D. Luce*
---------------------
Michael D. Luce
February 14, 2005
*The Reporting Persons disclaim beneficial ownership in the shares reported
herein except to the extent of their pecuniary interest therein.
Exhibit A
AGREEMENT
The undersigned agree that this amendment to Schedule 13G dated February 14,
2005 relating to the Common Stock, par value $0.0001 per share of Leap Wireless
International, Inc. shall be filed on behalf of the undersigned.
Harbert Distressed Investment Master Fund, Ltd.*
By: HMC Distressed Investment Offshore Manager, L.L.C.
By: HMC Investors, L.L.C., Managing Member
By: /s/ Joel B. Piassick
-------------------------
HMC Distressed Investment Offshore Manager, L.L.C.*
By: HMC Investors, L.L.C., Managing Member
By: /s/ Joel B. Piassick
-------------------------
HMC Investors, L.L.C.*
By: /s/ Joel B. Piassick
-------------------------
/s/ Philip Falcone*
---------------------
Philip Falcone
/s/ Raymond J. Harbert*
---------------------
Raymond J. Harbert
/s/ Michael D. Luce*
---------------------
Michael D. Luce
*The Reporting Persons disclaim beneficial ownership in the shares reported
herein except to the extent of their pecuniary interest therein.
03773.0003 #546647