<PAGE>

     As filed with the Securities and Exchange Commission on April 1, 2002
                                                  Registration No. 333-
-------------------------------------------------------------------------------
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                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM S-3

                            REGISTRATION STATEMENT
                                     Under
                          The Securities Act of 1933

                                US UNWIRED INC.
            (Exact name of registrant as specified in its charter)

       Louisiana                     4812                 72-1457316
    (State or other      (Primary Standard Industrial  (I.R.S. Employer
    jurisdiction of       Classification Code Number)Identification No.)
    incorporation or
     organization)

                              901 Lakeshore Drive
                         Lake Charles, Louisiana 70601
                                (337) 436-9000
  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)

                               Thomas G. Henning
                    General Counsel and Corporate Secretary
                              901 Lakeshore Drive
                         Lake Charles, Louisiana 70601
                                (337) 436-9000
(Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

                                With copies to:

        Louis Y. Fishman and                    Jeffery B. Floyd and
         Maureen F. Brennan                     Caroline B. Blitzer
      Correro Fishman Haygood                  Vinson & Elkins L.L.P.
 Phelps Walmsley & Casteix, L.L.P.             2300 First City Tower
 201 St. Charles Avenue, 46th Floor                 1001 Fannin
 New Orleans, Louisiana 70170-4600           Houston, Texas 77002-6760
           (504) 586-5252                          (713) 758-2222

   Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement as determined
in the light of market conditions and other factors.

   If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box: [_]

   If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box: [X]

   If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]

   If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]

   If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]

                        CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------
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<TABLE>
<CAPTION>
                                          Proposed Maximum
 Title of Each Class of                    Offering Price  Proposed Maximum    Amount of
       Securities          Amount to Be   Per Share or Per    Aggregate       Registration
    to Be Registered        Registered        Warrant       Offering Price       Fee(1)
------------------------------------------------------------------------------------------
<S>                      <C>              <C>              <C>              <C>
Warrants to Purchase         160,000
 Common Stock(2)........     warrants        $49.74(3)      $7,958,400.00       $ 732.17
------------------------------------------------------------------------------------------
Common Stock, par value
 $0.01 per share,
 issuable upon exercise     2,074,241
 of warrants(4).........      shares          $6.75(5)      $14,001,126.75     $1,288.10
------------------------------------------------------------------------------------------
Total...................                                    $21,959,526.75     $2,020.27
------------------------------------------------------------------------------------------
Credit for Prior
 Registration Statement
 No. 333-58890 of IWO
 Holdings, Inc. filed
 April 13, 2001(6)......                                                       $3,500.00
------------------------------------------------------------------------------------------
Total Amount Due with
 this Registration
 Statement..............                                                          -0-
</TABLE>

-------------------------------------------------------------------------------
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<PAGE>

(1) The registration fee is calculated by analogy to Rule 457(i) under the
    Securities Act of 1933. If calculated under rule 457(f), the registration
    fee would be no greater than the fee calculated under Rule 457(i). Rule
    457(g) is not applicable because the present holders of the warrants are
    not deemed to be underwriters within the meaning of section 2(11) of the
    Securities Act.
(2) On February 2, 2001, IWO Holdings, Inc. issued 160,000 units that each
    consisted of $1,000 in aggregate principal amount at maturity of its 14%
    senior notes due 2011, and one warrant. The price of each unit was
    $1,000.00, of which $49.74 was allocated to each of the warrants. Each
    warrant is exercisable for 12.96401 shares of the Registrant's common
    stock. The warrants are being assumed by the Registrant in connection with
    a merger by which IWO Holdings, Inc. became an indirect, wholly owned
    subsidiary of the Registrant.
(3) There is no market for the warrants. The price per warrant is the amount
    allocated to each warrant. See Note (2). Such price is estimated solely for
    purposes of calculating the registration fee.
(4) The common stock is being registered for issuance by the Registrant
    pursuant to the exercise of warrants and, if any holder of shares issued
    upon the exercise of warrants is an affiliate of the Registrant at the time
    of the resale of such shares, or has been an affiliate of IWO Holdings,
    Inc. within one year prior to such resale, or is otherwise an underwriter
    within the meaning of section 2(11) of the Securities Act with respect to
    such shares, also for the purpose of such resales.
(5) Pursuant to Rule 457(i), the price per share is based on the additional
    consideration per share to be received by the Registrant upon exercise of
    the warrants.
(6) This credit is claimed pursuant to Rule 457(p). The securities covered by
    this Registration Statement replace those covered by IWO Holdings, Inc.'s
    Registration Statement No. 333-58890. The Registrant hereunder became, upon
    consummation of the merger referred to in Note (1), the parent of IWO
    Holdings, Inc. and the owner of 100 percent of its outstanding voting
    securities.

   The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment that specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until this Registration Statement
shall become effective on such date as the Securities and Exchange Commission,
acting pursuant to said Section 8(a), may determine.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>

                                EXPLANATORY NOTE

   On December 19, 2001, we entered into a merger agreement with IWO Holdings,
Inc. In that agreement, we agreed to acquire IWO through a merger of our
indirect wholly owned subsidiary into IWO. We completed the merger on April 1,
2002. On that date, we assumed IWO's obligations under its warrants. The
warrants we assumed continue to have the same terms and are subject to the same
conditions set forth in the warrant agreement that governed them immediately
prior to the merger, except that:

  .  Each warrant outstanding at the time the merger was completed became
     exercisable thereafter for 12.96401 shares of our common stock. This is
     equal to the 12.50025 shares of IWO common stock that were issuable upon
     the exercise of the warrant prior to the merger, multiplied by an
     exchange ratio of 1.0371 and rounded to the nearest one-hundred-
     thousandth of a share.

  .  The exercise price per share for our common stock issuable upon exercise
     of a warrant is $6.75, which is equal to the exercise price per share of
     the warrant prior to the merger, divided by the exchange ratio and
     rounded to the nearest whole cent.
<PAGE>

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this prospectus is not complete and may be changed.        +
+Neither we nor the selling warrantholders nor the selling stockholders may    +
+sell these securities until the registration statement filed with the SEC is  +
+effective. This prospectus is not an offer to sell these securities and it is +
+not soliciting an offer to buy these securities in any state where the offer  +
+or sale is not permitted.                                                     +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++

                  SUBJECT TO COMPLETION -- DATED APRIL 1, 2002

                                   PROSPECTUS

                               [LOGO] US UNWIRED

                              901 Lakeshore Drive
                         Lake Charles, Louisiana 70601
                                 (337) 436-9000

                   160,000 Warrants to Purchase Common Stock

      2,074,241 Shares of Common Stock Issuable Upon Exercise of Warrants

  We are offering 2,074,241 shares of common stock that are issuable by us upon
exercise of warrants that we assumed from IWO Holdings, Inc. when we acquired
IWO. Each warrant is currently exercisable for 12.96401 shares of our common
stock at an exercise price of $6.75 per share and were initially issued by IWO
on February 2, 2001. The warrants expire on January 15, 2011.

  This prospectus also may be used for the resale of the warrants by the
holders of the warrants. We refer to these holders as the selling
warrantholders.

  Persons who would be considered to be "underwriters" within the meaning of
the Securities Act of 1933 may use this prospectus for resale of shares of our
common stock that are issued to them upon their exercise of the warrants. We
refer to these persons as selling stockholders. They include persons who are
our affiliates at the time of the resale or who had been affiliates of IWO
within one year prior to the time of the resale.

  This prospectus includes any additional shares of common stock that we may
have to issue under the terms of the warrants to avoid dilution of the
warrants.

  If all of the warrants are exercised, our net proceeds from our sale of our
common stock issuable upon exercise of the warrants will be approximately $13.9
million. We will pay all expenses of this offering, other than commissions and
discounts of broker-dealers and market makers.

  There is no market for the warrants. Our common stock is listed on The Nasdaq
National Market under the symbol "UNWR". The closing price on April   , 2002
was $   per share.

  Investing in our securities involves certain risks. See "Risk Factors" on
page 4.

  Neither the SEC nor any state securities commission has approved or
disapproved of these securities or passed upon the adequacy or accuracy of this
prospectus. Any representation to the contrary is a criminal offense.

                                 April   , 2002
<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                   Page
                                   ----
<S>                                <C>
About this Prospectus.............   i
Our Business......................   1
The Offering......................   2
Risk Factors......................   4
  Risks Related to the Offering of
   the
  Warrants........................   4
  Other Risks.....................   4
Special Note Concerning Forward-
 Looking Statements...............   5
Dilution..........................   5
Use of Proceeds...................   6
Description of Warrants...........   7
</TABLE>
<TABLE>
<CAPTION>
                                    Page
                                    ----
<S>                                 <C>
Description of Our Capital Stock..   11
Certain United States Federal
 Income Tax Considerations........   16
Selling Warrantholders............   21
Selling Stockholders..............   33
Plan of Distribution..............   34
Legal Matters.....................   35
Experts...........................   35
Financial Statements..............   36
Where You Can Find More
 Information......................   37
Incorporation by Reference........   38
</TABLE>

   You should rely only on the information that is contained in this prospectus
or is incorporated by reference in this prospectus. We have not authorized
anyone to provide you with information different from that contained in or
incorporated by reference in this prospectus. We and the selling warrantholders
and the selling stockholders are offering shares of our common stock and
warrants to purchase common stock and common stock issued upon exercise of the
warrants, as applicable, and seeking offers to buy such securities only in
jurisdictions where such offers and sales are permitted. The information
contained in this prospectus is accurate only as of the date of this
prospectus, regardless of the time of delivery of this prospectus or of any
sale of our common stock or warrants to purchase our common stock.

                             ABOUT THIS PROSPECTUS

   This prospectus is part of a registration statement we filed with the SEC.
It is a type of registration statement that is commonly called a shelf
registration. It is called that because it permits securities to be offered on
a delayed or continuing basis. We will sell our common stock that is offered by
this prospectus when the warrants that we describe herein are exercised. That
can occur as early as the date of this prospectus and as late as January 15,
2011, when the warrants will expire. The selling warrantholders can resell
warrants at various times determined by each of them, and the selling
stockholders, if there are any, who acquire our common stock upon the exercise
of warrants can resell that common stock at various times determined by each of
them. We call these transactions by selling warrantholders and selling
stockholders resales because the warrants have already been sold to them and
stock issuable upon exercise of the warrants will first be sold by us to them.
Consequently, their sales will be resales. We will not receive any proceeds
from any of these resales. This prospectus provides you with a general
description of the securities that we and the selling warrantholders and
selling stockholders, if any, may offer. You should read both this prospectus
and the additional information described under the heading "Where You Can Find
More Information" and "Incorporation By Reference."

   Unless this prospectus says otherwise, references in this prospectus to
"we," "our" or "us" refer to the combined operations of US Unwired Inc. and its
subsidiaries, including IWO Holdings, Inc. and its subsidiaries, which were
acquired by us on April 1, 2002. References to "US Unwired" refer only to US
Unwired Inc., and not to its subsidiaries.

                                       i
<PAGE>

                                  OUR BUSINESS

   We provide wireless personal communication services, commonly referred to as
PCS, in eastern Texas, southern Oklahoma, southern Arkansas, the Florida
panhandle, southern Tennessee, upstate New York, New Hampshire (other than the
Nashua market) and Vermont; significant portions of Louisiana, Alabama, Georgia
and Mississippi; and portions of Massachusetts and Pennsylvania. We are a
network partner of Sprint PCS, the personal communications services group of
Sprint Corporation. Sprint PCS, directly and through affiliates like us,
provides wireless services in more than 4,000 cities and communities across the
country. We have the exclusive right to provide digital PCS services under the
Sprint(R) and Sprint PCS(R) brand names in service areas that had approximately
17.6 million residents as of December 31, 2001. Our combined service areas are
among the largest in population and subscribers of the Sprint PCS network
partners and are contiguous with Sprint PCS's launched markets of Houston,
Dallas, Little Rock, New Orleans, Birmingham, Jacksonville, Memphis, Atlanta,
New York and Boston. For more current information about our markets, you should
consult our most recent SEC filings. For more information about these filings,
please see "Where You Can Find More Information" and "Incorporation By
Reference" on pages 37 to 38 of this prospectus.

   At December 31, 2001, we and two other Sprint PCS network partners that we
acquired after that date were providing PCS service to approximately 469,000
subscribers and network coverage of approximately 11.8 million residents or 67%
out of approximately 17.6 million total residents. The number of residents in
our service area does not represent the number of Sprint PCS subscribers that
we expect to have in our service area.

   In addition, we provide cellular and paging services in parts of southwest
Louisiana. As of December 31, 2001, we had approximately 34,200 cellular
subscribers and 13,400 paging subscribers.

                                       1
<PAGE>

                                  THE OFFERING

Common Stock Offered by US
 Unwired....................
                              Up to 2,074,241 shares of our common stock
                              issuable upon exercise of warrants that expire on
                              January 15, 2011. The number of shares is subject
                              to adjustment to avoid dilution of the warrants.

Securities Offered by the
 Selling Warrantholders.....
                              Up to 160,000 warrants to purchase shares of our
                              common stock. The warrants entitle the holders to
                              purchase an aggregate of 2,074,241 shares of our
                              common stock. Each warrant entitles the holder to
                              purchase 12.96401 shares of our common stock at
                              an exercise price of $6.75 per share, subject to
                              adjustment as provided in the warrant agreement.
                              Any warrants not exercised prior to January 15,
                              2011 will expire.

                              The selling warrantholders received their 160,000
                              warrants in connection with the units offering by
                              IWO on February 2, 2001. The selling
                              warrantholders do not currently own the 2,074,241
                              shares of our common stock issuable upon exercise
                              of such warrants. They will acquire such shares
                              only upon the exercise of the warrants.

Securities Offered by the
 Selling Stockholders.......
                              Shares of our common stock acquired upon the
                              exercise of the warrants.

                              Some holders of shares of our common stock issued
                              upon the exercise of warrants could be considered
                              to be "underwriters" within the meaning of the
                              Securities Act. We refer to these persons, if
                              any, as selling stockholders. Such selling
                              stockholders may use this prospectus, with an
                              accompanying prospectus supplement that
                              identifies such holder, to resell shares of
                              common stock issued to them upon the exercise of
                              warrants. Selling stockholders would include
                              persons who:

                              .  are our affiliates at the time of the resale;
                                 or

                              .  had been affiliates of IWO within one year
                                 prior to the resale.

Use of Proceeds.............  If all of the warrants are exercised, we estimate
                              that our net proceeds from our sale of common
                              stock that is covered by this prospectus will be
                              approximately $13.9 million. We currently intend
                              to use the proceeds for general corporate
                              purposes, which may include funding:

                              .  working capital needs and

                              .  capital expenditures.

                              We will not receive any proceeds from sales of
                              the warrants covered by this prospectus by the
                              selling warrantholders or sales of shares of our
                              common stock by the selling stockholders, if
                              there

                                       2
<PAGE>

                              are any. All such proceeds will be received by
                              the selling warrantholders or selling
                              stockholders.

The Nasdaq National Market    UNWR
 Symbol.....................

Risk Factors................  Before investing in the warrants or in our common
                              stock by exercising the warrants or by purchasing
                              shares from a selling stockholder, you should
                              carefully read and consider the information set
                              forth in "Risk Factors" beginning on page 4 of
                              this prospectus and all other information
                              appearing elsewhere and incorporated by reference
                              in this prospectus and any accompanying
                              prospectus supplement.

                                       3
<PAGE>

                                 RISK FACTORS

   IN ADDITION TO THE OTHER INFORMATION INCLUDED IN THIS PROSPECTUS AND
INCORPORATED INTO IT BY REFERENCE, YOU SHOULD CAREFULLY CONSIDER THESE RISK
FACTORS.

Risks Related to the Offering of the Warrants

   Because the warrants are not listed on a securities exchange and because we
can give no assurance that they will be so listed, purchasers of the warrants
may not be able to sell their warrants at the price they desire, if at all.

   We cannot assure you that a liquid market will develop for the warrants,
that you will be able to sell the warrants at a particular time or at all, or
that the prices you receive when you sell will be favorable. There is
currently no public market for the warrants. The initial purchasers of the
warrants have in the past made and may in the future make a market in the
warrants. They are not obligated to do so. In addition, such market-making
activity will be subject to limits imposed by the Securities Act of 1933 and
other regulations, and may be limited during the pendency of any shelf
registration statement. We do not intend to apply (and are not obligated to
apply) for listing of the warrants on any securities exchange or any automated
quotation system. Therefore, we cannot make any assurances as to the liquidity
of any trading market for the warrants. Future trading prices of the warrants
will depend on many factors, including our operating performance and financial
condition and the market for similar securities.

   You may not receive a return on investment in the warrants through
dividends paid on the shares of our common stock issuable upon the exercise of
the warrants.

   We do not anticipate paying any cash dividends on our common stock in the
foreseeable future. Instead, we intend to retain future earnings to fund our
growth. In addition, our existing indebtedness restricts, and we anticipate
our future indebtedness may restrict, our ability to pay dividends. Therefore,
you will not receive a return on your investment in the warrants by exercising
the warrants and receiving a payment of dividends on the shares of our common
stock issuable thereunder.

Other Risks

   An investment in us involves a number of other risks. For a discussion of
these risk factors, please see:

  .  Our most recent Annual Report on Form 10-K.

  .  Pages 22 to 38 of the proxy statement/prospectus that is included in
     Amendment No. 1 to our registration statement on Form S-4, registration
     no. 333-81928. We filed Amendment No. 1 on February 11, 2002. Our most
     recent Annual Report on Form 10-K will be a more current statement about
     these risk factors, but we urge you to review the information in our
     proxy statement/prospectus nevertheless.

  .  Our other SEC filings that are incorporated by reference into this
     prospectus. For more information about these and our other SEC filings,
     please see "Where You Can Find More Information" and "Incorporation By
     Reference" on pages 37 to 38 of this prospectus.

   These other risks are very important and you should not consider them less
significant than the risks described above under "--Risks Related to the
Offering of the Warrants" simply because we have not restated them in this
prospectus.

                                       4
<PAGE>

               SPECIAL NOTE CONCERNING FORWARD-LOOKING STATEMENTS

   This prospectus contains forward-looking statements. Forward-looking
statements are statements about our future business strategy, operations and
capabilities, construction plan, construction schedule, financial projections,
plans and objectives of management, expected actions of third parties and other
matters. Forward-looking statements often include words like believes, belief,
expects, plans, anticipates, intends, projects, estimates, may, might, would or
similar words.

   Forward-looking statements involve known and unknown risks, uncertainties
and other factors that may cause our actual results, performance or
achievements to be materially different from any future results, performance or
achievements expressed or implied by these forward-looking statements. For a
discussion of these factors, please consult the discussions of forward-looking
statements contained in our most recent SEC filings. For more information about
our SEC filings, please see "Where You Can Find More Information" and
"Incorporation By Reference" on pages 37 to 38 of this prospectus.

                                    DILUTION

   You should be aware that the price you must pay to purchase our shares upon
your exercise of the warrants is greater than our book value per share at
December 31, 2001. If you had purchased one share of our common stock on
December 31, 2001 at the warrant exercise price of $6.75 per share, that share
would have had a net tangible book value of $      on that date. Therefore, you
would have suffered immediate dilution of $       from the warrant exercise
price.

   You can calculate the approximate amount of dilution, if any, that you will
suffer if you exercise warrants by using our financial information provided in
our most recent 10-K or 10-Q at the time.

                                       5
<PAGE>

                                USE OF PROCEEDS

   The net proceeds to be received from the exercise of the warrants described
in this prospectus, assuming all warrants are exercised, will be approximately
$13.9 million. We intend to use such proceeds for general corporate purposes,
including funding working capital needs and capital expenditures.

   We will not receive any proceeds from sales of the warrants by the selling
warrantholders or sales of shares of our common stock issuable upon exercise of
the warrants by the selling stockholders, if any.

                                       6
<PAGE>

                            DESCRIPTION OF WARRANTS

   IWO issued the 160,000 warrants pursuant to a warrant agreement with U. S.
Bank National Association (fka Firstar Bank, N.A.), as warrant agent. We
assumed all of IWO's obligations pursuant to the warrant agreement upon our
acquisition of IWO and entered into a supplemental warrant agreement with the
warrant agent. The following description is a summary of the material
provisions of the warrant agreement, as supplemented. We urge you to read the
warrant agreement and the supplemental warrant agreement because they define
the rights of a holder of these warrants.

General

   Each warrant entitles the holder to purchase 12.96401 shares of our common
stock, or warrant shares, at an exercise price of $6.75 per share. As of the
date of this prospectus, all of the warrants remain outstanding. Assuming that
all of the outstanding warrants are exercised, the holders of the warrants
would be entitled to purchase approximately    % of the issued and outstanding
shares of our capital stock on a fully diluted basis as of April   , 2002. The
warrants became exercisable at any time on or after February 15, 2002 and will
automatically expire if unexercised at 5:00 p.m. New York City time on January
15, 2011.

   The warrants may be exercised by delivering to the warrant agent the warrant
certificates evidencing the warrants to be exercised with the accompanying form
of election to purchase, together with payment of the exercise price. Payment
of the exercise price may be made, at the holder's election:

  .  by tendering IWO's outstanding 14% senior notes due 2011 having an
     aggregate principal amount, plus any accrued and unpaid interest, equal
     to the exercise price; or

  .  in cash, by wire transfer or certified or official bank check to the
     order of US Unwired Inc.

   Upon delivery of the warrant certificate and form of election and payment of
the exercise price, the warrant agent will deliver stock certificates
representing the number of whole warrant shares to which the holder is
entitled. If less than all of the warrants are to be exercised, a new warrant
certificate will be issued for the remaining number of warrants. Holders of
warrants will be able to exercise their warrants only if a registration
statement relating to the common stock underlying the warrants is then in
effect, or the exercise of these warrants is exempt from the registration
requirements of the Securities Act and such securities are qualified for sale
or exempt from qualification under the applicable securities laws of the states
in which the various holders of warrants or other persons to whom it is
proposed that warrant shares be issued on exercise of the warrants reside.

   No fractional warrant shares will be issued upon exercise of the warrants.
Instead, we will pay to the holder of the exercised warrants an amount in cash
equal to the fair value, as determined by our board of directors on the day
immediately prior to the date the warrants are presented for exercise, of any
fractional warrant shares.

   The holders of the warrants have no right to vote on matters submitted to
our stockholders and have no right to receive dividends. The holders of the
warrants will not be entitled to share in our assets in the event of
liquidation, dissolution or the winding up of our company. If a bankruptcy or
reorganization is commenced by or against us, a bankruptcy court may hold that
unexercised warrants are executory contracts which may be subject to rejection
by us, and the holders of the warrants may, even if sufficient funds are
available, receive nothing or less than they would have been entitled to if
they had exercised their warrants prior to the commencement of any bankruptcy
or reorganization.

   In the event of a taxable distribution to holders of our common stock that
results in an adjustment to the number of warrant shares, the holders of the
warrants may, in some circumstances, be deemed to have received a dividend
subject to United States federal income tax. See "Certain United States Federal
Income Tax Considerations."

                                       7
<PAGE>

Adjustments

   The number of warrant shares purchasable upon exercise of warrants and
payment of the exercise price is subject to adjustment in several circumstances
including, among others, the following:

  .  the payment by us of stock dividends or distributions of our capital
     stock on our common stock;

  .  changes in our capitalization, such as stock splits or reclassifications
     of our common stock;

  .  the issuance of our common stock or securities convertible into our
     common stock at a price that is less than the then fair value for such
     securities;

  .  the issuance to all holders of our common stock of rights, options or
     warrants to purchase our common stock at a price that is less than the
     then fair value of our common stock; and

  .  other events, such as our distribution of assets or debt securities to
     all holders of our common stock, that could have the effect of depriving
     holders of the warrants of the benefit of all or a portion of the
     purchase rights evidenced by the warrants.

   No adjustment need be made for any of the above transactions if holders of
warrants participate in the transaction on a basis that our board of directors
determines to be fair and appropriate.

   In addition, no adjustment need be made for, among other things:

  .  the adoption of a stockholder rights plan or the issuance of rights
     under such a plan;

  .  the issuance of our common stock upon the exercise of any option granted
     or warrant issued prior to February 2, 2001; and

  .  the issuance of our common stock upon the exercise of any option granted
     or warrant issued after February 2, 2001 at an exercise price per share
     at least equal to the fair value of the common stock at the time of such
     grant or issuance.

   In the case of a consolidation or merger of our company, or the sale of all
or substantially all of the assets of our company to another person or entity:

  .  each warrant will then represent the right to receive the kind and
     amount of shares of stock or other securities or property to which the
     warrant holder would have been entitled had the warrant been exercised
     immediately prior to this transaction; and

  .  if our company does not survive in any transaction, the surviving entity
     will assume our obligations under the warrant agreement.

Reservation of Shares

   We have authorized and will at all times reserve and keep available the
number of shares of our common stock as will be issuable upon the exercise of
all outstanding warrants.

Amendment

   From time to time, we and the warrant agent, without the consent of the
holders of the warrants, may amend or supplement the warrant agreement for
several purposes, including curing defects or inconsistencies or making changes
that do not adversely affect the legal rights of any warrant holder. Any
amendment or supplement that adversely affects the legal rights of the warrant
holders requires the written consent of the holders of a majority of the then
outstanding warrants, excluding any warrants held by us or any of our
affiliates.

                                       8
<PAGE>

Registration Rights

   When we acquired IWO, we assumed certain of its obligations under a warrant
registration rights agreement that IWO entered into when it issued the
warrants. Our obligations include:

  .  filing the registration statement of which this prospectus forms a part;

  .  making our registration statement effective under the Securities Act by
     the date we acquired IWO; and

  .  keeping our registration statement continuously effective generally
     until the earlier of January 15, 2011 and the first date on which:

    .  all of the warrants have been exercised under the registration
       statement; or

    .  all warrant shares, other than warrant shares issued upon exercise of
       a warrant under the registration statement, have been disposed of by
       the holders under the registration statement or distributed to the
       public under Rule 144 of the Securities Act.

   However, as long as any affiliate of ours holds warrants or shares of our
common stock issued upon exercise of the warrants, we will be required to keep
this registration statement effective if the affiliate requires us to do that.
At the present time, none of our affiliates holds the warrants or shares
issued upon exercise of the warrants.

   We may suspend the effectiveness of our registration statement and suspend
the use of any prospectus and we shall not be required to amend or supplement
our registration statement, any related prospectus or any document
incorporated therein by reference, other than an effective registration
statement being used for an underwritten offering, for periods not to exceed
60 consecutive days and no more than two times in any calendar year, if:

  .  an event or circumstance occurs and is continuing as a result of which
     the registration statement, any related prospectus or any document
     incorporated by reference or proposed to be filed would, in our good
     faith judgment, contain an untrue statement of a material fact or omit
     to state a material fact necessary in order to make the statements, in
     the light of the circumstances under which they were made, not
     misleading; and

  .  we determine in our good faith judgment that the disclosure of this
     event at that time would have a material adverse effect on our business,
     operations or prospects, or the disclosure otherwise relates to a
     material business transaction or development which has not yet been
     publicly disclosed.

   Each selling warrantholder or selling stockholder that sells under the
registration statement generally will:

  .  be required to be named as a selling holder in the related prospectus
     and to deliver a prospectus to the purchaser;

  .  be subject to the civil liability provisions under the Securities Act in
     connection with the warrants or warrant shares;

  .  be bound by the provisions of the warrant agreement which are applicable
     to a holder; and

  .  be required to deliver to us information that we need to use in our
     registration statement of which this prospectus is a part.

Liquidated Damages

   The warrant registration rights agreement provides that if we fail to get
our registration statement effective timely, or to keep it continuously
effective until the date on which the transfer of all of the warrants and
warrant shares is not restricted under the Securities Act then we will be
required to pay liquidated damages to each holder of a warrant whose transfer
is restricted.

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<PAGE>

   The liquidated damages paid to each such holder will be in an amount equal
to $0.03 per week per warrant for each week or portion of a week that our
failure continues for the first 90-day period, increasing by $0.02 per week per
warrant with respect to each subsequent 90-day period, up to a maximum weekly
liquidated damages amount of $0.07 per week per warrant. The provision for
liquidated damages will continue until the warrant registration default has
been cured. We will not be required to pay liquidated damages for more than one
warrant registration default at any given time.

   Liquidated damages accrued as of January 15 or July 15 of each year will be
payable on that date. All accrued liquidated damages shall be paid by us to
warrant holders entitled to liquidated damages in accordance with the warrant
agreement.

                                       10
<PAGE>

                        DESCRIPTION OF OUR CAPITAL STOCK

General

   In this section the pronoun "we" or "us" means US Unwired Inc. and not other
members of its corporate family.

   On April   , 2002, we were authorized to issue one billion shares of our
capital stock, of which 800,000,000 were shares of our common stock, par value
$.01 per share, and 200,000,000 were shares of our preferred stock. For
information about our outstanding shares on any subsequent date, please consult
our most recent SEC filings. For more information about our SEC filings, please
see "Where You Can Find More Information" and "Incorporation By Reference" on
pages 37 to 38 of this prospectus.

   The following information assumes that our stockholders will adopt changes
to our articles of incorporation that our board of directors proposed for
adoption at our annual stockholders meeting to be held April 23, 2002. You can
read about these changes in the definitive proxy statement that we filed with
the SEC on March 22, 2002. This proxy statement is incorporated by reference
into this prospectus. See "Incorporation by Reference" on page 38.

Common Stock

   Our common stock has one vote per share and votes in electing directors and
generally on all matters that require a vote of stockholders. Holders of common
stock have no cumulative voting rights and no preemptive, subscription or
sinking fund rights. Subject to the preferences of any preferred stock
outstanding, holders of common stock are entitled to any dividends that may be
declared by our board of directors. If we liquidate or dissolve, holders of our
common stock are entitled to anything that is left after we have paid all of
our liabilities and the liquidation preference of any preferred stock
outstanding.

Preferred Stock

   Our articles of incorporation allow our board of directors to issue our
preferred stock in different series and to establish by an amendment to our
articles of incorporation the dividend rights and terms, conversion rights,
voting rights, redemption rights and terms, liquidation preferences and any
other rights, preferences, privileges and restrictions that apply to each
series of our preferred stock.

Stockholder Agreements

   On October 29, 1999 and February 15, 2000, we entered into agreements with
four members of the Henning family, each of whom is a member of our board of
directors, and the then holders of our preferred stock, including The 1818
Fund. All of the preferred stock was converted into common stock in May 2000.
Only one of the former preferred stockholders, The 1818 Fund, still owns this
common stock. In May 2000, these agreements were amended and as amended they:

  .  require the Henning family members to permit a former preferred holder
     who holds at least 5% of our common stock to participate proportionately
     in any sale by Henning family members of 20% or more of their stock to a
     third party,

  .  require us to recommend up to two directors nominated by the former
     preferred holders, and

  .  prohibit us, the Henning family members and the former preferred holders
     from taking any action, without specified stockholder approval, that
     would make us ineligible to hold any of our FCC licenses.

                                       11
<PAGE>

Certain Charter, By-Law and Statutory Provisions

   The following sections describe certain provisions of our articles of
incorporation and by-laws, and of the Louisiana Business Corporation Law. As
stated above, they include the effect of changes to our articles of
incorporation that our stockholders will vote on at our annual meeting on April
23, 2002, as if these changes had already been adopted.

   Classified board of directors. Our articles of incorporation divide the
members of our board of directors into three classes, which are designated
Class I, Class II and Class III. The members of each class serve for a three-
year term. The terms are staggered, which means that each year the term of only
one of the classes expires. Staggering directors' terms makes it more difficult
for a potential acquiror to seize control of a target company through a proxy
contest, even if the acquiror controls a majority of the company's stock,
because only one-third of the directors stand for election in any one year.

   Special meetings of stockholders. Our articles of incorporation provide that
any stockholder or stockholders holding at least 80% of our total voting power
may require us to hold a special meeting of stockholders. In addition, any
stockholder or group of stockholders holding at least 80% of the total voting
power of any class or series of our stock may require us to hold a meeting of
stockholders of that class or series. Our by-laws permit our board of directors
or a majority of the number of directors who constitute our full board of
directors to call a special meeting of stockholders at any time.

   Advance notice requirements for director nominations and stockholder
proposals. Our by-laws provide that our board of directors may nominate
candidates for election as directors and may propose matters to be voted on by
our stockholders at our annual stockholders meetings and any special
stockholders meetings. Our by-laws provide that such nominations and proposals
may also be made for our annual meetings by any stockholder who is entitled to
vote at the annual meeting, but only if the stockholder delivers a timely
notice to us and otherwise has complied with specified notice procedures
contained in the by-laws. A notice for an annual meeting will be timely if the
stockholder delivers it to us no later than 90 days, and no earlier than 120
days, before the first anniversary of our annual meeting for the prior year. An
exception applies if our annual meeting is held more than 30 days before or
more than 60 days after that anniversary. In that case, the notice must be
delivered to us no earlier than 120 days before the annual meeting date and no
later than the later of the following: 90 days before the annual meeting date
or 10 days after we publicly announce the date of the annual meeting.
Generally, only our board of directors, or the directors or stockholders who
call a special meeting of stockholders, may propose matters for action at that
special meeting. If the election of directors is a specific purpose of a
special meeting called by the board of directors or by a majority of the board,
then stockholders may make nominations just as they are permitted to do for
annual meetings. In that case, the notice must be delivered to us no earlier
than 120 days before the special meeting date and no later than the later of
the following: 90 days before the special meeting date or 10 days after we
publicly announce the date of the special meeting.

   Limitation of liability of directors and officers. Our articles of
incorporation provide that our directors and officers will not be liable to us
and our stockholders for monetary damages for breaches of their fiduciary
duties as directors or officers, except for:

  .  a breach of a director's or officer's duty of loyalty to us or our
     stockholders,

  .  acts or omissions by directors or officers that are not in good faith or
     that involve intentional misconduct or a knowing violation of law,

  .  liability for unlawful distributions of our assets to our stockholders,
     or unlawful redemptions or repurchases of our shares from our
     stockholders, to the extent provided in the Louisiana Business
     Corporation Law, and

  .  any transaction in which a director or officer receives an improper
     personal benefit.

   Indemnification of directors and officers. Our by-laws provide that we must
indemnify our directors and officers for claims made against them as our
directors or officers so long as they have acted in good faith and in

                                       12
<PAGE>

a manner they reasonably believed to be in, or not opposed to, our best
interests. In the case of a criminal proceeding they also must not have had
reasonable cause to believe the conduct was unlawful.

   Redemption of capital stock. Our articles of incorporation permit us to
purchase shares of our stock at fair market value from any stockholder whose
ownership of our stock:

  .  causes us to violate foreign ownership restrictions that apply to us as
     a FCC licensee,

  .  would prevent us from holding any governmental license or franchise that
     is necessary to our business,

  .  would delay us in obtaining any necessary license or franchise, or

  .  would materially increase our cost of obtaining or operating under any
     necessary license or franchise.

   If we redeem shares, we must pay the fair market value based on market
prices. We may pay the redemption price in cash or in debt or equity securities
of us or our subsidiaries, or any combination of these things.

   Removal of directors. Our articles of incorporation provide that any
director, other than a director who is elected by any series of preferred
stock, may be removed only if there is cause for the removal and if holders of
80% or more of our total voting power vote in favor of removing the director.
If a director, other than a director who is elected by any series of preferred
stock, is removed, our board of directors has the exclusive right to fill the
vacancy for 90 days after it occurs. If the board of directors fails to act
during that period, our stockholders may fill the vacancy.

   Adoption and amendment of by-laws. Our articles of incorporation provide
that new by-laws may be adopted by a majority vote of the number of directors
who constitute the entire board of directors. Our by-laws may be amended or
repealed by the same vote of our board of directors or by the affirmative vote
of at least 80%, and in specified cases 85%, of the total voting power of our
stockholders. Even though our stockholders have the power to amend or repeal
our by-laws, they do not have the power to adopt new by-laws covering matters
not already covered in the by-laws.

   Special stockholder voting requirements. Our articles of incorporation
provide for special stockholder voting requirements to approve any of the
following:

  .  our merger or consolidation with another entity,

  .  a share exchange of our shares for shares of another entity,

  .  a sale of all or substantially all of our assets,

  .  our dissolution,

  .  an amendment to our articles of incorporation, or

  .  any other proposal that is presented to our stockholders.

   The vote required for these actions is:

  .  a majority of our total voting power that is present at the meeting, if
     the action has been approved by at least two-thirds of the number of
     directors who constitute the full board of directors, or

  .  if the action has not been approved by at least two-thirds of the number
     of directors who constitute the full board of directors, then the
     required stockholder vote is:

    .  85% of our total voting power to amend provisions of our articles of
       incorporation that impose voting requirements greater than a
       majority,

    .  75% of our total voting power to amend our articles of incorporation
       in any other way, and

                                       13
<PAGE>

    .  66 2/3% of our total voting power for any merger, consolidation,
       share exchange, dissolution, or other matter.

   The Louisiana Business Corporation Law provides that if a proposed amendment
to our articles of incorporation would adversely affect, within the meaning of
the Louisiana Business Corporation Law, the shares of any class or series of
our stock, then the amendment must also be approved by holders of the shares of
that class or series. Under our articles of incorporation, that approval would
require the affirmative vote of the holders of a majority of the voting power
of that class or series present at a meeting of that class or series.

   Written consents of stockholders instead of a meeting of stockholders. Our
articles of incorporation permit our stockholders to act by a written consent
instead of a meeting of stockholders, but only if the written consent is signed
by all of our stockholders having voting power on the proposed action. The
effect of this is to eliminate stockholder action by written consent, because
it would be impractical to obtain the consent of every stockholder. There is
one exception to the foregoing: consents of less than all of the holders may be
permitted for class votes of series of preferred stock

   Board action. Our articles of incorporation provide that our board of
directors may act only by a majority of the number of directors constituting
our full board of directors.

Louisiana Fair Price and Control Share Laws

   Our articles of incorporation provide that the following do not apply to us:

  .  Louisiana's fair price law, which provides generally that a buyer must
     pay a price to all stockholders that is generally equal to the highest
     price the buyer paid to any stockholder.

  .  Louisiana's control share law, which provides that persons who acquire
     specified levels of voting stock may not exercise the vote unless the
     remaining stockholders vote to allow it. These levels are generally 20%,
     33 1/3% and 50%.

Anti-Takeover Provisions

   Prior to our acquisition of IWO on April 1, 2002, we had two classes of
common stock. One class had one vote per share and the other, which was held
primarily by our founding family, had 10 votes per share. We had little concern
about being acquired against the will of our board of directors because the
voting power of our founding family and their related interests, even if not
completely united, could have prevented an unfriendly acquisition of us. Our
issuance of new shares in two recent acquisitions, including the IWO
acquisition, and our conversion to just one class of common stock with one vote
per share, has significantly reduced the voting power of our founding family.
Because of this, our board of directors adopted changes in our bylaws, and
proposed changes to our articles of incorporation for adoption at our annual
stockholders meeting to be held April 23, 2002. These changes are reflected in
the description above of our capital stock and are described more specifically
in the definitive proxy statement that we filed with the SEC on March 22, 2002.
That proxy statement is incorporated by reference into this prospectus.

   Our board of directors is also considering adopting a stockholder rights
plan, or "poison pill" as it is commonly called, that would have the effect of
making it difficult or nearly prohibitive for a person to acquire more than a
specified percentage of our voting power, or to conclude a tender offer or
other takeover proposal, without approval of our board of directors.

   These anti-takeover provisions may discourage offers to acquire us and may
permit our board of directors to choose not to entertain offers to purchase us,
even offers that are at a substantial premium to the market price of our stock.
Our stockholders may therefore be deprived of opportunities to profit from a
sale of control.

                                       14
<PAGE>

Transfer Agent and Registrar

   The transfer agent and registrar for our common stock is The Bank of New
York.

   Our common stock is listed on The Nasdaq National Market under the symbol
"UNWR".

                                       15
<PAGE>

            CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

General

   The following is a discussion of the material U.S. federal income tax
considerations relating to the acquisition, ownership and disposition of a
warrant described in this prospectus, and of a share of common stock acquired
upon exercise of such a warrant. This discussion is based upon the Internal
Revenue Code of 1986, as amended, existing and proposed Treasury Regulations,
and judicial decisions and administrative interpretations thereunder, as of the
date hereof, all of which are subject to change, possibly with retroactive
effect, or are subject to different interpretations.

   You are subject to this discussion if you hold the warrant and any common
stock acquired upon exercise as capital assets within the meaning of Section
1221 of the Code.

   This discussion does not address every aspect of U.S. federal income
taxation that may be relevant to a particular holder in light of the holder's
personal circumstances or to certain categories of investors (such as banks or
broker-dealers, insurance companies, pension or other employee benefit plans,
tax-exempt organizations or entities, U.S. expatriates, traders in securities
that elect mark-to-market accounting, persons holding warrants or common stock
as part of a hedging or conversion transaction or a straddle, hybrid entities
(i.e. entities that are fiscally transparent for U.S. federal tax purposes but
not for foreign tax purposes) or their owners, or holders whose functional
currency is not the U.S. dollar. If a partnership holds warrants or shares of
our stock, the tax treatment of a partner generally will depend upon the status
of the partner and the activities of the partnership. In addition, this
discussion does not address the effect of foreign, state, local or other tax
laws. We have not sought and will not seek any rulings from the Internal
Revenue Service concerning the tax consequences of the acquisition, ownership
or disposition of a warrant or a share of common stock acquired on exercise of
a warrant and, accordingly, we cannot assure you that the IRS will not
successfully challenge the tax consequences described below.

   You should consult your own tax advisors as to the particular tax
considerations to you of the acquisition, ownership and disposition of the
warrants and of common stock acquired on exercise of a warrant, including the
effect and applicability of state, local or foreign tax laws.

U.S. Holders

   If you are a U.S. holder, this section applies to you. Otherwise, the
section "Tax Treatment of Non-U.S. Holders" applies to you. You are a U.S.
holder if you are the beneficial owner of a warrant or a share of common stock
acquired on exercise of a warrant and you are:

  .  a citizen or resident of the United States;

  .  a corporation, including an entity taxable as a corporation for U.S.
     federal income tax purposes, that was created or organized in the United
     States or under the laws of the United States or of any state thereof or
     the District of Columbia, unless, in the case of a partnership, Treasury
     Regulations provide otherwise;

  .  an estate whose income is includible in gross income for U.S. federal
     income tax purposes regardless of its source; or

  .  a trust whose administration is subject to the primary supervision of a
     U.S. court and which has one or more U.S. persons who have the authority
     to control all substantial decisions of the trust. Notwithstanding the
     preceding clause, to the extent provided in Treasury regulations,
     certain trusts in existence on August 20, 1996, and treated as U.S.
     persons prior to that date that elect to continue to be treated as U.S.
     persons, are also considered to be U.S. persons.

                                       16
<PAGE>

 Tax Treatment of Warrants

   Sale, redemption, lapse or other taxable disposition of a warrant. As a U.S.
holder, you will recognize gain or loss upon a sale, redemption, or other
taxable disposition of a warrant in an amount equal to the difference between
the sum of the amount of cash and the fair market value of any property
received for the warrant and your tax basis in the warrant. The gain or loss
will be capital gain or loss if the common stock to which the warrant relates
would be a capital asset in your hands. It will be long-term capital gain or
loss if the holding period for the warrant exceeds one year.

   Your tax basis in the warrant equals (1) in the case of holders who are not
the original holders of the note-warrant unit, the amount of cash or other
property paid to acquire the unit which is allocable to the warrant or (2) in
the case of original holders, that portion of the issue price of a unit that
was allocated to the warrant based upon the relative fair market values of the
note and the warrant comprising the unit. Because the units were originally
issued for cash, the issue price of the unit was the first price at which a
substantial amount of the units was sold for cash. Under Treasury Regulations,
we allocated the issue price of the units between the notes and the warrants.
The allocation is binding on all original holders of units, unless such holder
explicitly discloses on a form prescribed by the IRS and attached to such
holder's timely filed U.S. federal income tax return for the year that includes
the acquisition date of the units that its allocation of the issue price of a
unit is different from the issuer's allocation. Our allocation is not, however,
binding on the IRS. Based on our allocation, the initial tax basis of each
warrant was $49.74.

   If warrants are not exercised and are allowed to expire, the warrants will
be deemed to have been sold or exchanged on the expiration date resulting in a
loss equal to your adjusted tax basis in the warrants. Any such loss will be a
capital loss, and the classification of the loss as long-term or short-term
capital loss will depend on the holding period for the warrants.

   Non-corporate taxpayers are generally subject to a maximum regular federal
income tax rate of 20% on net long-term capital gain (that is, the excess of
long-term capital gains over short-term capital losses). Net capital gain of
non-corporate taxpayers attributable to the sale or exchange of assets acquired
after December 31, 2000 and held for more than five years generally will be
taxed at a maximum rate of 18%. For corporate holders, long-term capital gains
are taxed at the same rate as ordinary income. The deductibility of capital
losses is restricted and generally may be used only to reduce capital gains.

   Adjustments to conversion ratio. Adjustments made to the number of shares of
common stock that may be acquired upon the exercise of a warrant, or the
failure to make such adjustments, may result in a constructive distribution to
you under Section 305 of the Code. As a result, you may be required to include
amounts in income even though you will not have received any cash or other
property. In that event, your tax basis in the warrant will be increased by the
amount of the dividend.

 Exercise

   No gain or loss will be recognized on the purchase of the common stock for
cash upon exercise of the warrants, other than any gain or loss attributable to
the receipt of cash in lieu of a fractional share of common stock. If you
exercise warrants by tendering notes in payment of the exercise price, you will
recognize gain or loss equal to the difference between the exercise price and
your adjusted tax basis in the notes tendered.

   The initial adjusted tax basis of the common stock will equal the adjusted
tax basis of the warrants plus the exercise price less any cash received in
lieu of fractional shares. For tax purposes, the holding period of the common
stock will not include the holding period of the warrants.

   Payments on warrant registration default. We believe that if liquidated
damages are in fact paid to warrant holders because of a warrant registration
default, the additional amounts so paid would be taxable to you as ordinary
income in accordance with your method of accounting.

                                       17
<PAGE>

   Dividends received on stock acquired upon exercise of a warrant. Cash
distributed on common stock acquired upon exercise of a warrant will be treated
as a dividend and taxed as ordinary income to the extent of our current and
accumulated earnings and profits attributable to the distribution as determined
under U.S. federal income tax principles. If the amount of the distribution
exceeds our current and accumulated earnings and profits attributable to the
distribution, the distribution will be treated as a nontaxable return of
capital to the extent of your adjusted tax basis in the common stock, and the
amount, if any, that exceeds your adjusted tax basis will be treated as capital
gain and will be long-term or short-term depending on your holding period for
the common stock.

   Corporate holders of common stock generally should be eligible for the 70%
dividends-received deduction. However, corporate investors should consider
certain provisions that may limit the availability of a dividends-received
deduction, including but not limited to the holding period rules of Section
246(c) of the Code, the rules of Section 246 of that Code that reduce the
dividends-received deduction on dividends on certain debt-financed stock, and
the rules in Section 1059 of the Code that reduce the basis of stock and may
require the recognition of taxable gain in respect of certain extraordinary
dividends, as well as the effect of the dividends-received deduction on the
determination of alternative minimum tax liability.

   Disposition of stock. If you sell or dispose of your common stock in a
taxable transaction, you will recognize capital gain or loss equal to the
difference between the cash and the fair market value of any property received
and your adjusted tax basis. If your holding period exceeds one year, you will
have long-term capital gain or loss; otherwise you will have short-term capital
gain or loss.

   Backup withholding and information reporting. We are required to furnish to
record holders of our common stock, other than corporations and other exempt
holders, and to the IRS, information with respect to dividends paid on the
common stock. Certain U.S. holders may be subject to backup withholding
currently at a 30% rate with respect to dividends paid on common stock or with
respect to proceeds received from the disposition of a warrant or a share of
common stock. This rate is scheduled to be reduced over time to 28% in 2006.
Generally backup withholding will apply unless you provide us or the
appropriate intermediary with a taxpayer identification number, certified under
penalties of perjury, as well as certain other information, or you otherwise
establish an exemption from backup withholding.

   Any amount so withheld from payment is allowable as a credit against your
U.S. federal income tax liability (and may entitle you to a refund), provided
that the required information is furnished to the IRS. Some persons are exempt
from backup withholding, including corporations and certain financial
institutions. You should consult your tax advisor as to your qualification for
exemption from withholding and the procedure for obtaining such exemption.

   Please note that we do not currently pay dividends on our common stock and
do not expect to pay dividends on our common stock in the foreseeable future.

Tax Treatment of Non-U.S. Holders

   This discussion is limited to U.S. federal income and estate tax
consequences relevant to non-U.S. holders. You are a non-U.S. holder if you are
a beneficial owner of a warrant, or share of common stock acquired upon
exercise of a warrant, and you are not a U.S. holder.

   This discussion does not address the tax consequences relevant to an
expatriate or former long-term resident of the United States or to a person who
holds a warrant or share of common stock through a partnership. A person who
holds a warrant or share of stock through a hybrid entity may not be entitled
to the benefits of a tax treaty. If one of these situations applies to you, you
should consult your tax advisor as to the federal, state, local, and foreign
tax consequences applicable to you.

                                       18
<PAGE>

   For purposes of this discussion, U.S. trade or business income of a non-U.S.
holder generally means gain on a sale, exchange or redemption of a warrant or
share of common stock or a dividend on common stock if the dividend or gain is
effectively connected with the conduct of a U.S. trade or business by the non-
U.S. holder. In most cases where the non-U.S. holder is a resident of a country
that has an income tax treaty with the United States, the dividend or gain must
also be attributable to a permanent establishment (or fixed base) of the non-
U.S. holder in the United States.

   Payments on warrant registration default. We believe that liquidated damages
paid in case of a warrant registration default will be characterized as
ordinary income. Non-U.S. holders will be subject to a 30% withholding tax,
unless such payments are effectively connected with a U.S. trade or business of
the holder, in which case the payments would be subject to U.S. federal income
tax on a net basis, unless exempt pursuant to a tax treaty because such
payments are not attributable to a U.S. permanent establishment of the holder.

   Dividends received on stock acquired upon exercise of a warrant. A non-U.S.
holder will generally be subject to withholding of U.S. federal income tax on
actual and deemed dividend distributions at a rate of 30% or a lower rate that
an applicable income tax treaty may specify. If a dividend were considered to
be income effectively connected with a non-U.S. holder's conduct of U.S. trade
or business, the dividend would not be subject to this withholding but would be
subject to U.S. federal income tax on a net basis, unless exempt pursuant to a
tax treaty because it is not attributable to a U.S. permanent establishment
maintained by a non-U.S. holder. In the case of a non-U.S. holder that is a
corporation, U.S. trade or business income under certain circumstances will
also be subject to a branch profits tax at a 30% rate or, if applicable, a
lower treaty rate. To claim an exemption from withholding because a dividend is
U.S. trade or business income, a non-U.S. holder must satisfy applicable
certification and other requirements, such as providing IRS Form W-8ECI.

   For dividends paid after December 31, 2000, a non-U.S. holder of common
stock that claims the benefit of an income tax treaty rate generally will be
required to satisfy applicable certification and other requirements, such as
providing IRS Form W-8BEN. A non-U.S. holder of common stock that is eligible
for a reduced rate of U.S. withholding tax under an income tax treaty may
obtain a refund or credit of any excess amounts withheld by filing and
appropriate claim for refund with the IRS.

   Please note that we do not currently pay dividends on our common stock.
Also, we do not expect to pay dividends on our common stock in the foreseeable
future.

 Disposition of Warrants or Our Stock

   In general, a non-U.S. holder will not be subject to U.S. federal income tax
upon a taxable disposition of a warrant or of our common stock. However, you
will be subject to federal income tax on the gains if:

  .  the gain is U.S. trade or business income, in which case, if you are a
     foreign corporation (or a foreign entity treated as a corporation), you
     may also be subject to the branch profits tax at a 30% rate or, if
     applicable, a lower treaty rate;

  .  you are a nonresident alien individual, you are present in the United
     States for 183 or more days in the taxable year of disposition and
     certain other requirements are met; or

  .  we are a United States real property holding corporation within the
     meaning of Section 897(c) of the Code, or we have been such a
     corporation at any time during the shorter of the five year period
     ending on the date of your sale or other disposition or the period you
     have held the warrant that is sold or otherwise disposed of.

   We believe that we currently are not a United States real property holding
corporation, and we do not anticipate becoming one. No assurance, however, can
be provided that we will not become a United States real property holding
corporation in the future.

   For a discussion of your tax basis in a warrant, see "Tax Treatment of
Warrants--Sale, redemption, lapse or other disposition of a warrant" above. For
a discussion of your adjusted tax basis in a share of common stock, see "U.S.
Holders--Exercise" above.

                                       19
<PAGE>

 Backup Withholding and Information Reporting

   We must report annually to the Internal Revenue Service and to each non-U.S.
holder the amount of dividends paid to each non-U.S. holder on common stock
(and the tax withheld with respect to the dividends), regardless of whether
withholding was reduced or eliminated by an applicable tax treaty. Pursuant to
tax treaties or other agreements, the Internal Revenue Service may make its
reports available to tax authorities in the recipient's country of residence.

   Backup withholding generally will not apply to payments of dividends made by
us to a non-U.S. holder of common stock if the holder has provided its taxpayer
identification number or the required certification described in "--Dividends
received on stock acquired upon exercise of a warrant" above. Information
reporting may still apply with respect to such dividends even if such
certification is provided. In addition, backup withholding may apply if we have
actual knowledge, or reason to know, that the holder is a U.S. person.

   Payments of the proceeds of a disposition of warrants or shares of our
common stock effected by the U.S. office of a broker will be subject to
information reporting and backup withholding tax unless the non-U.S. holder
properly certifies under penalties of perjury as to its foreign status and
certain other conditions are met or otherwise establishes and exemption.
Information reporting requirements and backup withholding generally will not
apply to the payment of the proceeds of the sale of a warrant or our common
stock effected outside the United States by a foreign office of a broker.
However, unless such a broker has documentary evidence in its records that you
are a non-U.S. holder and certain other conditions are met, or you otherwise
establish an exemption, information reporting will apply to a payment of the
proceeds of the sale of a warrant or our common stock effected outside the
United States by such a broker if it:

  . is a United States person,

  .  derives 50% or more of its gross income for certain periods from the
     conduct of a trade or business in the United States,

  .  is a controlled foreign corporation for U.S. federal income tax
     purposes, or

  .  is a foreign partnership that, at any time during its taxable year, has
     50% or more of its income or capital interests owned by U.S. persons or
     is engaged in the conduct of a U.S. trade or business.

   Any amounts withheld under the backup withholding rules will be allowed as a
refund or credit against your United States federal income tax liability
provided that the required information is furnished to the IRS.

 United States Federal Estate Tax

   Warrants and common stock acquired upon exercise of the warrants will be
included in your estate for United States federal estate tax purposes, unless
an applicable estate tax treaty applies otherwise.

                                       20
<PAGE>

                             SELLING WARRANTHOLDERS

   Set forth below is information with respect to the number of warrants and
shares of our common stock issuable upon exercise of the warrants owned by each
of the selling warrantholders. All of the warrants owned by each selling
warrantholder are being registered to permit the resale of such warrants by the
selling warrantholders. See "Plan of Distribution."

   We have filed with the SEC a registration statement, of which this
prospectus forms a part, with respect to these transactions, which may occur
from time to time under Rule 415 under the Securities Act, in the over-the-
counter market, in privately negotiated transactions, in underwritten offerings
or by a combination of these methods. We have agreed to use our reasonable best
efforts to keep this registration statement effective until the earlier of:

  .  January 15, 2011;

  .  the first date on which all of the warrants have been exercised under
     the registration statement; or

  .  the first date on which all shares of our common stock issuable upon the
     exercise of the warrants, other than shares issued upon exercise of a
     warrant under the registration statement, have been disposed of by the
     holders under the registration statement or distributed to the public
     under Rule 144 under the Securities Act.

   However, as long as any of our affiliates holds warrants or shares of our
common stock issued upon exercise of the warrants, we will be required to keep
this registration statement effective if the affiliate requires us to do that.
At the present time, none of our affiliates holds the warrants or shares issued
upon exercise of the warrants.

   The warrants offered by this prospectus may be offered from time to time by
the persons or entities named below:

<TABLE>
<CAPTION>
                                                Number of
                                            Warrants Offered
                                           (which is also the     Number of
                                           number of warrants  Shares Issuable
Name and Address of Selling                       owned         Upon Exercise
Warrantholder(1)                           on April   , 2002)  of the Warrants
---------------------------                ------------------- ---------------
<S>                                        <C>                 <C>
AIM High Yield Fund.......................       13,380            173,458
 c/o AIM Capital Management
 11 Greenway Plaza #100
 Houston, Texas 77046
AIM High Yield Fund II....................        1,020             13,223
 c/o AIM Capital Management
 11 Greenway Plaza #100
 Houston, Texas 77046
AIM VI High Yield Fund....................          200              2,592
 c/o AIM Capital Management
 11 Greenway Plaza #100
 Houston, Texas 77046
AIM Strategic Income Fund.................          400              5,185
 c/o AIM Capital Management
 11 Greenway Plaza #100
 Houston, Texas 77046
CSAM-Australia US High Yield Fund.........          200              2,592
 c/o Credit Suisse Asset Management
 466 Lexington Avenue, 14th Floor
 New York, New York 10017
</TABLE>

                                       21
<PAGE>

<TABLE>
<CAPTION>
                                                Number of
                                            Warrants Offered
                                           (which is also the     Number of
                                           number of warrants  Shares Issuable
                                                  owned         Upon Exercise
Name and Address of Selling Warrantholder  on April   , 2002)  of the Warrants
-----------------------------------------  ------------------- ---------------
<S>                                        <C>                 <C>
Credit Suisse WP Fixed Income Fund........           70               907
 c/o Credit Suisse Asset Management
 466 Lexington Avenue, 14th Floor
 New York, New York 10017
The Common Fund...........................          300             3,889
 c/o Credit Suisse Asset Management
 466 Lexington Avenue, 14th Floor
 New York, New York 10017
RJR Tobacco Co.-Domestic High Yield.......          150             1,944
 c/o Credit Suisse Asset Management
 466 Lexington Avenue, 14th Floor
 New York, New York 10017
TTEE Carnegie Mellon Fixed Inc. Fund......           85             1,101
 c/o Credit Suisse Asset Management
 466 Lexington Avenue, 14th Floor
 New York, New York 10017
SEI Institutional Managed Trust...........        1,800            23,335
 c/o Credit Suisse Asset Management
 466 Lexington Avenue, 14th Floor
 New York, New York 10017
Westmoreland County.......................           25               324
 c/o Credit Suisse Asset Management
 466 Lexington Avenue, 14th Floor
 New York, New York 10017
PS Retirement System City of St. Louis
 MO.......................................          200             2,592
 c/o Credit Suisse Asset Management
 466 Lexington Avenue, 14th Floor
 New York, New York 10017
CS Bond Fund (Lux) High Yield US..........          100             1,296
 c/o Credit Suisse Asset Management
 466 Lexington Avenue, 14th Floor
 New York, New York 10017
General Ret. System of the City of
 Detroit..................................          500             6,482
 c/o Credit Suisse Asset Management
 466 Lexington Avenue, 14th Floor
 New York, New York 10017
Alcan Corp. Master Retirement Trust.......          110             1,426
 c/o Credit Suisse Asset Management
 466 Lexington Avenue, 14th Floor
 New York, New York 10017
</TABLE>

                                       22
<PAGE>

<TABLE>
<CAPTION>
                                                 Number of
                                             Warrants Offered
                                            (which is also the     Number of
                                            number of warrants  Shares Issuable
                                                   owned         Upon Exercise
Name and Address of Selling Warrantholder   on April   , 2002)  of the Warrants
-----------------------------------------   ------------------- ---------------
<S>                                         <C>                 <C>
University of Maryland.....................          35                453
 c/o Credit Suisse Asset Management
 466 Lexington Avenue, 14th Floor
 New York, New York 10017
The UCLA Foundation........................          60                777
 c/o Credit Suisse Asset Management
 466 Lexington Avenue, 14th Floor
 New York, New York 10017
CSAM GPF-CSAM High Yield Fund..............         200              2,592
 c/o Credit Suisse Asset Management
 466 Lexington Avenue, 14th Floor
 New York, New York 10017
Toyota Motor Employees Pension.............          45                583
 c/o Credit Suisse Asset Management
 466 Lexington Avenue, 14th Floor
 New York, New York 10017
Mediolanum Top Managers Global HY Fund.....         900             11,667
 c/o Credit Suisse Asset Management
 466 Lexington Avenue, 14th Floor
 New York, New York 10017
SEI Global-High Yield Fixed Income.........         150              1,944
 c/o Credit Suisse Asset Management
 466 Lexington Avenue, 14th Floor
 New York, New York 10017
Credit Suisse Institutional U.S. Core......          50                648
 c/o Credit Suisse Asset Management
 466 Lexington Avenue, 14th Floor
 New York, New York 10017
Multi-Style, Multi-Manager Funds PLC.......         600              7,778
 c/o Credit Suisse Asset Management
 466 Lexington Avenue, 14th Floor
 New York, New York 10017
Southdown Inc. Pension Plan................          20                259
 c/o Credit Suisse Asset Management
 466 Lexington Avenue, 14th Floor
 New York, New York 10017
American Odyssey Funds, Inc................         400              5,185
 c/o Credit Suisse Asset Management
 466 Lexington Avenue, 14th Floor
 New York, New York 10017
</TABLE>

                                       23
<PAGE>

<TABLE>
<CAPTION>
                                                          Number of
                                                      Warrants Offered
                                                     (which is also the     Number of
                                                     number of warrants  Shares Issuable
                                                            owned         Upon Exercise
Name and Address of Selling Warrantholder            on April   , 2002)  of the Warrants
-----------------------------------------            ------------------- ---------------
<S>                                                  <C>                 <C>
BT Pyramid HiYield.................................           150             1,944
 c/o Deutsche Asset Management
 130 Liberty Street
 New York, New York 10006
Catholic Health Initiatives Operating High Yield...            60               777
 c/o Deutsche Asset Management
 130 Liberty Street
 New York, New York 10006
Catholic Health Initiatives Retirement High Yield..            20               259
 c/o Deutsche Asset Management
 130 Liberty Street
 New York, New York 10006
First Initiative Ins. High Yield...................            10               129
 c/o Deutsche Asset Management
 130 Liberty Street
 New York, New York 10006
Japan High Yield Bond Fund.........................            20               259
 c/o Deutsche Asset Management
 130 Liberty Street
 New York, New York 10006
MGIT High Yield Fund...............................           740             9,593
 c/o Deutsche Asset Management
 130 Liberty Street
 New York, New York 10006
Putnam High Yield Trust............................         3,150            40,836
 c/o Putnam Investment Management, LLC
 Investors Way
 Norwood, Massachusetts 02062
Putnam High Yield Advantage Fund...................         2,660            34,484
 c/o Putnam Investment Management, LLC
 Investors Way
 Norwood, Massachusetts 02062
Putnam High Income Convertible and
 Bond Fund.........................................            60               777
 c/o Putnam Investment Management, LLC
 Investors Way
 Norwood, Massachusetts 02062
Putnam Variable Trust-Putnam
 VT High Yield Fund................................         1,190            15,427
 c/o Putnam Investment Management, LLC
 Investors Way
 Norwood, Massachusetts 02062
</TABLE>

                                       24
<PAGE>

<TABLE>
<CAPTION>
                                                 Number of
                                             Warrants Offered
                                            (which is also the     Number of
                                            number of warrants  Shares Issuable
                                                   owned         Upon Exercise
Name and Address of Selling Warrantholder   on April   , 2002)  of the Warrants
-----------------------------------------   ------------------- ---------------
<S>                                         <C>                 <C>
Putnam Variable Trust-Putnam VT Global
 Asset Allocation Fund.....................          100             1,296
 c/o Putnam Investment Management, LLC
 Investors Way
 Norwood, Massachusetts 02062
Putnam Master Income Trust.................          320             4,148
 c/o Putnam Investment Management, LLC
 Investors Way
 Norwood, Massachusetts 02062
Putnam Premier Income Trust................          820            10,630
 c/o Putnam Investment Management, LLC
 Investors Way
 Norwood, Massachusetts 02062
Putnam Master Intermediate Trust...........          590             7,648
 c/o Putnam Investment Management, LLC
 Investors Way
 Norwood, Massachusetts 02062
Putnam Diversified Income Trust............        2,870            37,206
 c/o Putnam Investment Management, LLC
 Investors Way
 Norwood, Massachusetts 02062
Putnam Convertible Opportunities and
 Income Trust..............................           50               648
 c/o Putnam Investment Management, LLC
 Investors Way
 Norwood, Massachusetts 02062
Putnam Asset Allocation
 Funds-Growth Portfolio....................          390             5,055
 c/o Putnam Investment Management, LLC
 Investors Way
 Norwood, Massachusetts 02062
Putnam Asset Allocation
 Funds-Conservative Portfolio..............          190             2,463
 c/o Putnam Investment Management, LLC
 Investors Way
 Norwood, Massachusetts 02062
Putnam Funds Trust-Putnam
 High Yield Trust II.......................        2,010            26,057
 c/o Putnam Investment Management, LLC
 Investors Way
 Norwood, Massachusetts 02062
</TABLE>

                                       25
<PAGE>

<TABLE>
<CAPTION>
                                                 Number of
                                             Warrants Offered
                                            (which is also the     Number of
                                            number of warrants  Shares Issuable
                                                   owned         Upon Exercise
Name and Address of Selling Warrantholder   on April   , 2002)  of the Warrants
-----------------------------------------   ------------------- ---------------
<S>                                         <C>                 <C>
Putnam Managed High Yield Trust...........          110              1,426
 c/o Putnam Investment Management, LLC
 Investors Way
 Norwood, Massachusetts 02062
Putnam Strategic Income Fund..............          170              2,203
 c/o Putnam Investment Management, LLC
 Investors Way
 Norwood, Massachusetts 02062
Putnam Variable Trust-Putnam VT
 Diversified Income Fund..................          520              6,741
 c/o Putnam Investment Management, LLC
 Investors Way
 Norwood, Massachusetts 02062
Lincoln National Global Asset
 Allocation Fund, Inc.....................           50                648
 c/o Putnam Investment Management, LLC
 Investors Way
 Norwood, Massachusetts 02062
Travelers Series Fund Inc.-Putnam
 Diversified Income Portfolio.............          110              1,426
 c/o Putnam Investment Management, LLC
 Investors Way
 Norwood, Massachusetts 02062
Putnam High Yield Managed Trust...........           44                570
 c/o Putnam Fiduciary Trust Company
 Investors Way
 Norwood, Massachusetts 02062
Putnam High Yield Fixed Income Fund, LLC..           90              1,166
 c/o Putnam Fiduciary Trust Company
 Investors Way
 Norwood, Massachusetts 02062
Abbott Laboratories Annuity Retirement
 Plan.....................................           90              1,166
 c/o The Putnam Advisory Company, LLC
 Investors Way
 Norwood, Massachusetts 02062
Strategic Global Fund-High Yield Fixed
 Income (Putnam) Fund.....................           80              1,037
 c/o The Putnam Advisory Company, LLC
 Investors Way
 Norwood, Massachusetts 02062
</TABLE>

                                       26
<PAGE>

<TABLE>
<CAPTION>
                                                 Number of
                                             Warrants Offered
                                            (which is also the     Number of
                                            number of warrants  Shares Issuable
                                                   owned         Upon Exercise
Name and Address of Selling Warrantholder   on April   , 2002)  of the Warrants
-----------------------------------------   ------------------- ---------------
<S>                                         <C>                 <C>
Northrop Grumman Corporation...............          150              1,944
 c/o The Putnam Advisory Company, LLC
 Investors Way
 Norwood, Massachusetts 02062
Marsh & McLennan Companies, Inc. U.S.
 Retirement Plan...........................          150              1,944
 c/o The Putnam Advisory Company, LLC
 Investors Way
 Norwood, Massachusetts 02062
TCW Group, Inc.............................       25,000            324,100
 865 South Figuera Street, 21st Floor
 Los Angeles, California 90017
USAA High Yield Opportunities Fund.........          500              6,482
 c/o State Street Corp.
 CCAG-Mutual Fund Services
 150 Newport Avenue
 Quincy, Massachusetts 02169
Battery Park High Yield Fund...............          350              4,537
 c/o Nomura Corporate Research and Asset
 Management Inc.
 2 World Financial Center,
 Building B., 17th Floor
 New York, New York 10281
The Sagittarius Fund.......................        1,000             12,964
 c/o Nomura Corporate Research and
 Asset Management Inc.
 2 World Financial Center,
 Building B., 17th Floor
 New York, New York 10281
SEI Institutional Managed Trust-High
 Yield Bond Fund...........................        2,500             32,410
 c/o Nomura Corporate Research and
 Asset Management Inc.
 2 World Financial Center,
 Building B., 17th Floor
 New York, New York 10281
Goldman Sachs High Yield Fund..............        3,000             38,892
 c/o Goldman Sachs Funds
 4900 Sears Tower, 60th Floor
 Chicago, Illiniois 60606
</TABLE>

                                       27
<PAGE>

<TABLE>
<CAPTION>
                                                Number of
                                            Warrants Offered
                                           (which is also the     Number of
                                           number of warrants  Shares Issuable
                                                  owned         Upon Exercise
Name and Address of Selling Warrantholder  on April   , 2002)  of the Warrants
-----------------------------------------  ------------------- ---------------
<S>                                        <C>                 <C>
Goldman Sachs Global High Yield
 Portfolio................................          750              9,723
 c/o State Street Bank Luxembourg S.A.
 47 Boulevard Royal
 L-2449 Luxembourg
Sun Super.................................          250              3,241
 c/o National Australia Bank Limited
 271 Collins Street, 5th Floor
 Melbourne Victoria 3000
Sankaty High Yield Asset Partners, L.P....        1,000             12,964
 Two Copley Place, 7th Floor
 Boston, Massachusetts 02116
Sankaty High Yield Partners II, L.P.......        1,000             12,964
 Two Copley Place, 7th Floor
 Boston, Massachusetts 02116
Brant Point II CBO 2000-1, Ltd............        1,000             12,964
 Two Copley Place, 7th Floor
 Boston, Massachusetts 02116
W&R Target Funds, Inc.-- High Income
 Portfolio................................        1,500             19,446
 c/o Waddell & Reed Investment Mgmt. Co.
 6300 Lamar Avenue
 Shawnee Mission, Kansas 66201
Waddell & Reed Advisors High Income
 Fund, Inc. ..............................        6,750             87,507
 c/o Waddell & Reed Investment Mgmt. Co.
 6300 Lamar Avenue
 Shawnee Mission, Kansas 66201
W&R Funds, Inc.--High Income Fund.........          250              3,241
 c/o Waddell & Reed Investment Mgmt. Co.
 6300 Lamar Avenue
 Shawnee Mission, Kansas 66201
Lutheran Brotherhood High Yield Fund......        1,500             19,446
 625 4th Avenue South MS #1010
 Minneapolis, Minnesota 55415
LB Series Fund, Inc.-High Yield
 Portfolio................................        2,500             32,410
 625 4th Avenue South MS #1010
 Minneapolis, Minnesota 55415
The Northwestern Mutual Life Insurance
 Company(2)...............................       12,750            165,291
 720 East Wisconsin Avenue
 Milwaukee, Wisconsin 53202
Mason Street Funds, Inc.(3)...............           50                648
 720 East Wisconsin Avenue
 Milwaukee, Wisconsin 53202
</TABLE>


                                       28
<PAGE>

<TABLE>
<CAPTION>
                                                Number of
                                            Warrants Offered
                                           (which is also the     Number of
                                           number of warrants  Shares Issuable
                                                  owned         Upon Exercise
Name and Address of Selling Warrantholder  on April   , 2002)  of the Warrants
-----------------------------------------  ------------------- ---------------
<S>                                        <C>                 <C>
Mason Street Funds, Inc.(4)..............           200              2,592
 720 East Wisconsin Avenue
 Milwaukee, Wisconsin 53202
Northwestern Mutual Series Fund,
 Inc.(5).................................         1,000             12,964
 720 East Wisconsin Avenue
 Milwaukee, Wisconsin 53202
Credit Suisse First Boston Corporation...        19,436            252,007
 5 World Trade Center
 New York, New York 10048
 Attn: Reorg. Dept.
Spinnaker Offshore Ltd...................         2,000             25,928
 c/o ING Ghent Asset Management LLC
 230 Park Avenue, 13th Floor
 New York, New York 10169
Smith Barney Diversified Strategic Income
 Fund....................................         1,000             12,964
 7 World Trade Center
 43rd Floor
 New York, New York 10048
Greenwich St. Series: Diversified
 Strategic Income Portfolio..............            50                648
 7 World Trade Center
 43rd Floor
 New York, New York 10048
Global Horizons: Diversified Strategic
 Income Portfolio........................            30                388
 7 World Trade Center
 43rd Floor
 New York, New York 10048

Global Horizons: US High Yield Fund......           140              1,814
 7 World Trade Center
 43rd Floor
 New York, New York 10048
Smith Barney High Income Fund............         2,735             35,456
 7 World Trade Center
 43rd Floor
 New York, New York 10048
High Income Opportunity Fund, Inc........         1,185             15,362
 7 World Trade Center
 43rd Floor
 New York, New York 10048
Managed High Income Fund.................           720              9,334
 7 World Trade Center
 43rd Floor
 New York, New York 10048
</TABLE>


                                       29
<PAGE>

<TABLE>
<CAPTION>
                                                Number of
                                            Warrants Offered
                                           (which is also the     Number of
                                           number of warrants  Shares Issuable
                                                  owned         Upon Exercise
Name and Address of Selling Warrantholder  on April   , 2002)  of the Warrants
-----------------------------------------  ------------------- ---------------
<S>                                        <C>                 <C>
Smith Barney Balanced Fund...............           485              6,287
 7 World Trade Center
 43rd Floor
 New York, New York 10048
Smith Barney/Travelers High Income
 Portfolio...............................           375              4,861
 7 World Trade Center
 43rd Floor
 New York, New York 10048
Zenix Income Fund........................           280              3,629
 7 World Trade Center
 43rd Floor
 New York, New York 10048
Caravelle Investment Fund, LLC...........         2,500             32,410
 Chase Manhattan Bank (as trustee)
 600 Travis 480th 304
 Houston, Texas 77002
Caravelle Investment Fund II, LLC........         1,500             19,446
 Chase Manhattan Bank (as trustee)
 600 Travis 480th 304
 Houston, Texas 77002
Eaton Vance Income Fund of Boston........         5,600             72,598
 c/o Eaton Vance Management
 255 State Street Boston, Massachusetts
 02109
Eaton Vance High Income Portfolio........         8,400            108,897
 c/o Eaton Vance Management
 255 State Street Boston, Massachusetts
 02109

DIA/Diversified High Yield Fund..........         1,000             12,964
 c/o Eaton Vance Management
 255 State Street
 Boston, Massachusetts 02109
The Bank of New York.....................            --                 --
 925 Patterson Plank Road
 Secaucus, New Jersey 07094
Bankers Trust Company....................         1,500             19,446
 648 Grassmere Park Road
 Nashville, Tennessee 37211
Boston Safe Deposit and Trust Company....            20                259
 c/o Mellon Bank N.A.
 Pittsburgh, Pennsylvania 15259
Brown Brothers Harriman & Co.............           100              1,296
 63 Wall Street,
 8th Floor
 New York, New York 10005
</TABLE>


                                       30
<PAGE>

<TABLE>
<CAPTION>
                                                Number of
                                            Warrants Offered
                                           (which is also the     Number of
                                           number of warrants  Shares Issuable
                                                  owned         Upon Exercise
Name and Address of Selling Warrantholder  on April   , 2002)  of the Warrants
-----------------------------------------  ------------------- ---------------
<S>                                        <C>                 <C>
Chase Bank of Texas, N.A..................           --                --
 P.O. Box 2558
 Three Mellon Bank Center, Room 153-3015
 Houston, Texas 77252
Chase Manhattan Bank......................        1,370            17,760
 c/o JP Morgan Investor Services
 14201 Dallas Parkway, 12th Floor, Mail
 Code 121
 Dallas, Texas 75240
Clitibank, N.A............................           --                --
 3800 Citicorp Center Tampa
 Tampa, Florida 33610
Credit Suisse First Boston Corporation....           --                --
 c/o ADP Proxy Services
Firstar Bank, N.A.........................
 425 Walnut Street
 Cincinnati, Ohio 45202                              --                --
FUNB--Phila. Main.........................           --                --
 123 South Broad Street
 Philadelphia, Pennsylvania 19109
Investors Bank & Trust Company............           --                --
 200 Clarendon Street, 13th Floor
 Corporate Actions Unit/Top 57
 Boston, Massachusetts 02116

Mercantile Safe Deposit & Trust Company...           --                --
 766 Old Hammonds Ferry Road
 Proxy Unit #230-20
 Linthicum, Maryland 21090
Morgan Stanley & Co. Incorporated.........           --                --
 One Pierrepont Plaza
 Brooklyn, New York 11201
The Northern Trust Company................           --                --
 801 S. Canal C-In
 Chicago, Illinois 60607
PNC Bank, National Association............          780            10,111
 1600 Market Street
 Philadephia, Pennsylvania 19103
SSB--Trust Custody........................           --                --
 225 Franklin Street, M4
 Boston, Massachusetts 02110
State Street Bank and Trust Company.......           --                --
 1776 Heritage Drive
 Global Corporate Action Unit JAB 5NW
 No. Quincy, Massachusetts 02171
</TABLE>


                                       31
<PAGE>

<TABLE>
<CAPTION>
                                                Number of
                                            Warrants Offered
                                           (which is also the  Number of Shares
                                           number of warrants      Issuable
                                                  owned        Upon Exercise of
Name and Address of Selling Warrantholder  on April   , 2002)    the Warrants
-----------------------------------------  ------------------- ----------------
<S>                                        <C>                 <C>
Swiss American Securities Inc............           --                --
 12 East 49th Street
 41st Floor
 New York, New York 10017
UMB Bank, National Association...........           --                --
 P.O. Box 419260
 Kansas City, Missouri 64141
</TABLE>
--------
(1)  This table includes a greater number of warrants than are currently
     outstanding because we have been unable to date to identify which warrants
     have been reported by both the beneficial holders and the DTC participants
     through which the beneficial holders hold their warrants.
(2) Includes 1,250 warrants held in The Northwestern Mutual Life Insurance
    Company Group Annuity Separate Account.
(3) Held in the Asset Allocation Fund.
(4) Held in the High Yield Bond Fund.
(5) Held in the High Yield Bond Portfolio.

   None of the selling holders named above has had during the past three years
any position, office or other material relationship with us or any of our
affiliates.

   Because the selling warrantholders may, under this prospectus, offer all or
some portion of the warrants, no estimate can be given as to the number of the
warrants that will be held by the selling warrantholders upon termination of
any sales. In addition, the selling warrantholders above may have sold,
transferred or otherwise disposed of all or any portion of their warrants,
since the date on which they provided the information regarding their warrants,
in transactions exempt from the registration requirements of the Securities
Act. See "Plan of Distribution."

   Only selling warrantholders identified above who beneficially own the
securities set forth opposite such selling warrantholder's name in the table
above on the effective date of the registration statement of which is
prospectus forms a part may sell those securities under the registration
statement. Prior to any use of this prospectus in connection with an offering
of the warrants by any holder not identified above, this prospectus will be
supplemented to set forth the name and number of warrants beneficially owned by
the selling warrantholder intending to sell such warrants, and the number of
warrants to be offered. The prospectus supplement will also disclose whether
any selling warrantholder selling in connection with the prospectus supplement
has, during the three years prior to the date of the prospectus supplement,
held any position or office with, been employed by or otherwise had any
material relationship with us or any of our affiliates if this information had
not been disclosed in this prospectus.

                                       32
<PAGE>

                              SELLING STOCKHOLDERS

   The shares of our common stock issuable upon exercise of the warrants are
being registered to permit the resale of such shares by selling stockholders,
if any. See "Plan of Distribution." Selling stockholders are persons who are
seeking to resell shares of our common stock that they acquired upon exercise
of the warrants, and who may be considered to be "underwriters" within the
meaning of the Securities Act. These persons would include persons who are our
affiliates at the time of the resale or who had been affiliates of IWO within
one year prior to the time of the resale.

   We have filed with the SEC a registration statement, of which this
prospectus forms a part, with respect to these transactions, which may occur
from time to time under Rule 415 under the Securities Act, in the over-the-
counter market, in privately negotiated transactions, in underwritten offerings
or by a combination of these methods. We have agreed to use our reasonable best
efforts to keep this registration statement effective until the earlier of:

  .  January 15, 2011;

  .  the first date on which all of the warrants have been exercised under
     the registration statement; or

  .  the first date on which all shares of our common stock issuable upon the
     exercise of the warrants, other than shares issued upon exercise of a
     warrant under the registration statement, have been disposed of by the
     holders under the registration statement or distributed to the public
     under Rule 144 of the Securities Act.

   However, as long as any of our affiliates holds warrants or shares of our
common stock issued upon exercise of the warrants, we will be required to keep
this registration statement effective if the affiliate requires us to do that.
At the present time, none of our affiliates holds the warrants or shares issued
upon exercise of the warrants.

   As of the date of this prospectus, there were no persons entitled to use
this prospectus as selling stockholders to sell shares of our common stock
issuable upon the exercise of warrants. Prior to any use of this prospectus in
connection with an offering of shares of our common stock by any holder who is
entitled to use this prospectus as a selling stockholder, this prospectus will
be supplemented to set forth the name and number of shares of our common stock
beneficially owned by the selling stockholder intending to sell such shares of
our common stock, and the number of shares of our common stock to be offered.
The prospectus supplement will also disclose whether any selling stockholder
selling in connection with the prospectus supplement has, during the three
years prior to the date of the prospectus supplement, held any position or
office with, been employed by or otherwise had a material relationship with us
or any of our affiliates.

                                       33
<PAGE>

                              PLAN OF DISTRIBUTION

Our Plan of Distribution

   Our common stock offered by this prospectus will be issued upon exercise of
warrants by the warrantholder who exercises them. A warrantholder at any time
after the date of this prospectus may exercise the warrants and receive shares
that are covered by the registration statement of which this prospectus is a
part, at any time, subject to our right to suspend exercises for up to 60 days
no more than twice in any calendar year if events occur that require this
prospectus to be updated, but our board of directors concludes that disclosure
of the event would adversely affect us. The 60-day period may be extended for
up to 45 additional days during which the SEC reviews our disclosure of the
event that caused us to suspend exercises of warrants. The costs of
registering, issuing and maintaining an effective registration statement for
the shares of our common stock underlying the warrants have been and will be
borne by us.

Distributions by the Selling Warrantholders and the Selling Stockholders

   The warrants and the shares of our common stock issued upon the exercise of
the warrants being offered may be sold by the selling warrantholders and the
selling stockholders from time to time in:

  .  transactions in the over-the-counter market;

  .  negotiated transactions;

  .  underwritten offerings; or

  .  a combination of these methods of sale.

   The selling warrantholders and selling stockholders may sell the warrants
and the shares of our common stock issued upon the exercise of the warrants at:

  .  fixed prices which may be changed;

  .  market prices prevailing at the time of sale;

  .  prices related to prevailing market prices; or

  .  negotiated prices.

   The selling warrantholders and the selling stockholders may also sell all or
a portion of the securities in open market transactions in reliance upon Rule
144 under the Securities Act, provided they meet the criteria and conform to
the requirements of the rule.

   The selling warrantholders and the selling stockholders may effect these
transactions by selling the warrants and/or shares of our common stock issued
upon the exercise of the warrants to or through broker-dealers, and these
broker-dealers may receive compensation in the form of discounts, concessions
or commissions from the selling warrantholders and/or the purchasers of the
warrants and/or the common stock for whom these broker-dealers may act as
agents or to whom they sell as principals, or both. The compensation as to a
particular broker-dealer might be in excess of customary commissions.

   The selling warrantholders and the selling stockholders may enter into
hedging transactions with broker-dealers or other financial institutions. In
connection with these transactions, broker-dealers or other financial
institutions may engage in short sales of our securities in the course of
hedging the positions they assume with selling warrantholders or selling
stockholders. The selling warrantholders and selling stockholders may also
enter into options or other transactions with the broker-dealer or other
financial institutions which require the delivery to the broker-dealer or other
financial institution of the securities covered by this prospectus. The broker-
dealer or other financial institution may resell these securities pursuant to
this prospectus, as supplemented or amended to reflect the transaction.

                                       34
<PAGE>

   In order to comply with the applicable securities laws of particular states,
if applicable, the warrants and shares of our common stock will be sold in the
jurisdictions only through registered or licensed brokers or dealers. In
addition, in particular states, the warrants and shares of our common stock may
not be sold unless they have been registered or qualified for sale in the
applicable state or an exemption from the registration or qualification
requirements is available and is complied with.

   The selling warrantholders and selling stockholders and any broker-dealers
or agents that participate with the selling warrantholders and/or the selling
stockholders in the distribution of the warrants or the shares of our common
stock issued upon the exercise of the warrants may be deemed to be underwriters
within the meaning of the Securities Act, and any commissions received by them
and any profit on the resale of the warrants or the shares of our common stock
issued upon the exercise of the warrants purchased by them may be deemed to be
underwriting commissions or discounts under the Securities Act.

   Each selling warrantholder and selling stockholder will be subject to
applicable provisions of the Securities Exchange Act of 1934 and the rules and
regulations thereunder, which provisions may limit the timing of purchases and
sales of shares of common stock by the selling warrantholders and selling
stockholders.

Expenses; Indemnification

   We will pay for all costs of this registration, including, without
limitation, SEC filing fees and expenses of compliance with state securities or
blue sky laws; except that, the selling warrantholders and the selling
stockholders will pay all underwriting discounts and selling commissions, if
any. We have agreed to indemnify the selling warrantholders and selling
stockholders against particular civil liabilities, including some liabilities
under the Securities Act of 1933, or we will compensate them for some of these
liabilities.

                                 LEGAL MATTERS

   The validity of the securities offered hereby will be passed upon by our
counsel, Correro Fishman Haygood Phelps Walmsley & Casteix, L.L.P., New
Orleans, Louisiana.

   Certain of the tax consequences relating to the warrants and the shares of
our common stock issuable upon exercise of the warrants will be passed upon by
Vinson & Elkins L.L.P., Houston, Texas.

                                    EXPERTS

   The consolidated financial statements of US Unwired Inc. appearing in US
Unwired Inc.'s Annual Report (Form 10-K) for the year ended December 31, 2001,
and the statement of assets sold and the related statements of revenues and
expenses of the Sprint Spectrum Albany, Syracuse and Manchester Markets
appearing in US Unwired Inc.'s Current Report on Form 8-K filed with the SEC on
April 1, 2002 have been audited by Ernst & Young LLP, independent auditors, as
set forth in their reports thereon included therein and incorporated herein by
reference. Such consolidated financial statements of US Unwired Inc. and such
statement of assets sold and the related statements of revenues and expenses of
the Sprint Spectrum Albany, Syracuse and Manchester Markets are incorporated
herein by reference in reliance upon such reports given on the authority of
such firm as experts in accounting and auditing.

   The audited historical consolidated financial statements of IWO Holdings,
Inc. and its subsidiaries at December 31, 2000 and 2001 and for the period
January 1, 1999 through December 20, 1999, for the period December 20, 1999
through December 31, 1999 and for the years ended December 31, 2000 and 2001,
incorporated in this prospectus by reference to US Unwired Inc.'s Current
Report on Form 8-K dated April 1, 2002, have been so incorporated in reliance
on the report of PricewaterhouseCoopers LLP, independent accountants, given on
the authority of said firm as experts in auditing and accounting.

                                       35
<PAGE>

                              FINANCIAL STATEMENTS

   Our financial statements are incorporated by reference to our most recent
Form 10-K report and any Form 10-Q reports that we filed after our most recent
Form 10-K report.

   Financial statements of IWO Holdings, Inc. and pro forma financial
statements of us and IWO are each incorporated by reference to our Current
Report on Form 8-K dated April 1, 2002.

   Financial statements may also be included in other SEC filings that are
incorporated into this prospectus by reference. See "Incorporation by
Reference" on page 38 of this prospectus.

                                       36
<PAGE>

                      WHERE YOU CAN FIND MORE INFORMATION

   We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
SEC's public reference room located at 450 5th Street, N.W., Washington, D.C.
20549. Please call the SEC at 1-800-SEC-0330 for further information on the
public reference room. Our SEC filings are also available to the public from
commercial document retrieval services and at the web site maintained by the
SEC at: http://www.sec.gov. Reports, proxy statements and other information
pertaining to us may also be inspected at the offices of The Nasdaq National
Market, which is located at 1735 K Street, N.W., Washington, D.C. 20006.

   We filed a registration statement on Form S-3 to register with the SEC the
securities offered by this prospectus. This prospectus is a part of that
registration statement. As allowed by SEC rules, this prospectus does not
contain all of the information you can find in our registration statement or
the exhibits to the registration statement.

   You should rely only on the information or representations provided in this
prospectus or any prospectus supplement. We have not authorized anyone else to
provide you with different information. Neither we nor the selling
warrantholders nor the selling stockholders may make an offer of our securities
in any state where the offer is not permitted. The delivery of this prospectus
does not, under any circumstances, mean that there has not been a change in our
affairs since the date of this prospectus. It also does not mean that the
information in this prospectus is correct after this date.

   Our address on the world wide web is http://www.usunwired.com. The
information on our web site is not a part of this document.

                                       37
<PAGE>

                           INCORPORATION BY REFERENCE

   The SEC allows us to incorporate by reference the information we file with
it, which means that we can disclose important information to you by referring
you to those documents. The information incorporated by reference is considered
to be part of this document, and information that we file later with the SEC
will automatically update and supersede this information. We incorporate by
reference the documents listed below and any future filings we will make with
the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934 prior to the completion of the offering of the securities described in
this prospectus:

<TABLE>
<CAPTION>
         Filings                           Period or Date Filed
         -------                           --------------------
<S>                         <C>
Our Annual Report on Form   Year ended December 31, 2001
10-K

Our Current Reports on      February 14, 2002, March 21, 2002 and April 1, 2002
Form 8-K

Our Amendment to Current    March 22, 2002
Report on Form 8-K

Our Definitive Proxy        March 22, 2002
Statement on Schedule 14A

The description of US       May 11, 2000
Unwired's class A common
stock set forth in the
registration statement on
Form 8-A (File No. 0-
22003)

The "Risk Factors" section  February 11, 2002
that appears on pages 22-
38 of the proxy
statement/prospectus that
is part of Amendment No. 1
to our registration
statement on Form S-4,
registration no. 333-81928
</TABLE>

   In addition to the filings listed above, we incorporate by reference
additional documents that we may file with the SEC between the date of this
document and the date of the completion of the offering of the securities
described in this prospectus. These documents include periodic reports, such as
Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports
on Form 8-K, as well as proxy statements.

   You can obtain any of the documents incorporated by reference in this
document from us, or from the SEC through the SEC's Internet world wide web
site at http://www.sec.gov. Documents incorporated by reference are available
from us without charge, excluding any exhibits to those documents, unless the
exhibit is specifically incorporated by reference as an exhibit in this
document. You can obtain documents incorporated by reference in this document
upon written or oral request to us at the following address:

                                   Treasurer
                                US Unwired Inc.
                              901 Lakeshore Drive
                         Lake Charles, Louisiana 70601
                           Telephone: (337) 310-3500
                              Fax: (337) 310-3250
                            Email: ir@usunwired.com

   We have not authorized anyone to give any information or make any
representation about the offering or us that is different from, or in addition
to, that contained in this document. Therefore, if anyone does give you
information of that sort, you should not rely on it. The information contained
in this document speaks only as of the date of this document unless the
information specifically indicates that another date applies.

   Any statement contained in a document incorporated or deemed incorporated
herein by reference shall be deemed to be modified or superseded for the
purpose of this prospectus to the extent that a statement contained herein or
in any subsequently filed document which also is, or is deemed to be,
incorporated herein by reference modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this prospectus.

                                       38
<PAGE>

                                    PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

   All capitalized terms used and not defined in Part II of this Registration
Statement shall have the meanings assigned to them in the prospectus which
forms a part of this Registration Statement.

Item 14. Other Expenses of Issuance and Distribution.

   The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, payable by the Registrant in connection
with the offerings contemplated by the Registration Statement. All amounts are
estimates except the SEC registration fee.

<TABLE>
   <S>                                                                  <C>
   SEC registration fee................................................ $   -0-
   Printing expenses................................................... $ 3,500
   Legal fees and expenses............................................. $30,000
   Accounting fees and expenses........................................ $30,000
   Miscellaneous....................................................... $ 2,500
                                                                        -------
     Total............................................................. $66,000
                                                                        =======
</TABLE>

Item 15. Indemnification of Directors and Officers.

   Section 83A(1) of the Louisiana Business Corporation Law permits
corporations to indemnify any person who was or is a party or is threatened to
be made a party to any action, suit, or proceeding, whether civil, criminal,
administrative, or investigative, including any action by or in the right of
the corporation, by reason of the fact that he is or was a director, officer,
employee, or agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee, or agent of another business,
foreign or nonprofit corporation, partnership, joint venture, or other
enterprise, against expenses, including attorneys' fees, judgments, fines, and
amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit, or proceeding, if he acted in good faith and
in a manner he reasonably believed to be in, or not opposed to, the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.

   Section 83A(2) provides that, in case of actions by or in the right of the
corporation, the indemnity shall be limited to expenses, including attorneys
fees and amounts paid in settlement not exceeding, in the judgment of the board
of directors, the estimated expense of litigating the action to conclusion,
actually and reasonably incurred in connection with the defense or settlement
of such action, and that no indemnification shall be made in respect of any
claim, issue, or matter as to which such person shall have been adjudged by a
court of competent jurisdiction, after exhaustion of all appeals therefrom, to
be liable for willful or intentional misconduct in the performance of his duty
to the corporation, unless, and only to the extent that the court shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, he is fairly and reasonably entitled
to indemnity for such expenses which the court shall deem proper.

   Section 83(B) provides that to the extent that a director, officer, employee
or agent of a corporation has been successful on the merits or otherwise in
defense of any such action, suit or proceeding, or in defense of any claim,
issue or matter therein, he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
therewith.

   Any indemnification under Section 83A, unless ordered by the court, shall be
made by the corporation only as authorized in a specific case upon a
determination that the applicable standard of conduct has been met, and such
determination shall be made:

  .  by the board of directors by a majority vote of a quorum consisting of
     directors who were not parties to such action, suit, or proceeding, or

                                      II-1
<PAGE>

  .  if such a quorum is not obtainable and the board of directors so
     directs, by independent legal counsel, or

  .  by the stockholders.

   The indemnification provided for by Section 83 shall not be deemed exclusive
of any other rights to which the person indemnified is entitled under any
bylaw, agreement, authorization of stockholders or directors, regardless of
whether directors authorizing such indemnification are beneficiaries thereof,
or otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer, employee, or agent and shall inure to
the benefit of his heirs and legal representative; however, no such other
indemnification measure shall permit indemnification of any person for the
results of such person's willful or intentional misconduct.

   Section 24 of the Louisiana Business Corporation Law provides that the
articles of incorporation of a corporation may contain a provision eliminating
or limiting the personal liability of a director or officer to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director or officer, provided that such provision shall not eliminate or limit
the liability of a director or officer:

  .  for any breach of the director's or officer's duty of loyalty to the
     corporation or its stockholders.

  .  for acts or omissions not in good faith or which involve intentional
     misconduct or a knowing violation of law.

  .  who knowingly or without the exercise of reasonable care and inquiry
     votes in favor of a dividend paid in violation of Louisiana law, any
     other unlawful distribution, payment or return of assets to be made to
     the stockholders, or stock purchases or redemptions in violation of
     Louisiana law.

  .  for any transaction from which the director or officer derived an
     improper personal benefit.

   Article VI of US Unwired's Articles of Incorporation contains the provisions
permitted by Section 24 of the Louisiana Business Corporation Law and permits
the Board of Directors to take further action to provide indemnification to,
and limit the liability of, to the full extent permitted by law, the directors
and officers of US Unwired by causing US Unwired to enter into contracts with
our directors and officers, adopting by-laws or resolutions, and causing us to
procure and maintain directors' and officers' liability insurance or other
similar arrangements, notwithstanding that some or all of the members of the
Board of Directors acting with respect to the foregoing may be parties to such
contracts or beneficiaries of such by-laws or resolutions or insurance or
arrangements.

   Article VI permits the Board of Directors to cause US Unwired to approve for
our direct and indirect subsidiaries limitation of liability and
indemnification provisions comparable to the foregoing.

   Section 11 of our by-laws makes mandatory the indemnification of any of our
officers and directors against any expenses, costs, attorneys' fees, judgments,
punitive or exemplary damages, fines and amounts paid in settlement actually
and reasonably incurred by him (as they are incurred) by reason of his position
as director or officer of US Unwired or any subsidiary or other specified
positions if he is successful in his defense of the matter on the merits or
otherwise or has been found to have met the applicable standard of conduct.

   The standard of conduct is met when the director or officer is found to have
acted in good faith and in a manner that he reasonably believed to be in, or
not opposed to, the best interest of US Unwired, and, in the case of a criminal
action or proceeding, with no reasonable cause to believe that his conduct was
unlawful. No indemnification is permitted in respect of any matter as to which
a director or officer shall have been finally adjudged by a court of competent
jurisdiction to be liable for willful or intentional misconduct or to have
obtained an improper personal benefit, unless, and only to the extent that the
court shall determine upon application that, in view of all the circumstances
of the case, he is fairly and reasonably entitled to indemnity for such
expenses which the court shall deem proper.

                                      II-2
<PAGE>

   Section 11 further provides that indemnification granted pursuant to this
section shall not be deemed exclusive of any other rights to which a director
or officer is or may become entitled under any statute, article of
incorporation, by-law, authorization of stockholders or directors, agreement or
otherwise; and that we intend by this section to indemnify and hold harmless a
director or officer to the fullest extent permitted by law.

   We maintain a directors' and officers' liability insurance policy.

Item 16. Exhibits.

   The following documents are filed herewith or incorporated herein by
reference.

<TABLE>
<CAPTION>
 Exhibit
 Number                                Description
 -------                               -----------
 <C>     <S>
  3.1    First Restated Articles of Incorporation of US Unwired Inc.
         (Incorporated by reference to Exhibit 3.1 filed with the Registrant's
         Annual Report on Form 10-K for the year ended December 31, 2000.)

  3.2    Form of Second Restated Articles of Incorporation of US Unwired Inc.
         (Incorporated by reference to Exhibit 3.2 filed with the registration
         statement on Form S-4 filed by the Registrant on February 1, 2002,
         Registration no. 333-81928.)

  3.3    By-Laws of US Unwired Inc. (Incorporated by reference to Exhibit 3.3
         filed with the registration statement on Form S-4 filed by the
         Registrant and others on December 7, 1999, Registration no. 333-
         92271).

  4.1*   Specimen of certificate representing the common stock of US Unwired
         Inc.

  4.2    Warrant Agreement, dated as of February 2, 2001, between IWO Holdings,
         Inc. and Firstar Bank, N.A., as warrant agent. (Incorporated by
         reference to Exhibit 10.20 filed with the registration statement on
         Form S-4, filed by IWO Holdings, Inc. and Independent Wireless One
         Corporation on April 13, 2001, Registration no. 333-58902.)

  4.3*   First Supplemental Warrant Agreement, dated as of April 1, 2002, among
         IWO Holdings, Inc., US Unwired Inc. and U.S. Bank National Association
         (fka Firstar Bank, N.A.).

  4.4    Warrant Registration Rights Agreement, dated as of February 2, 2001,
         among IWO Holdings, Inc. and Credit Suisse First Boston Corporation
         (acting through an affiliate, Donaldson, Lufkin & Jenrette Securities
         Corporation), Chase Securities Inc., BNP Paribas Securities Corp. and
         UBS Warburg LLC as representatives of the initial purchasers of IWO
         Holdings, Inc.'s senior notes and warrants. (Incorporated by reference
         to Exhibit 10.21 filed with the registration statement on Form S-4,
         filed by IWO Holdings, Inc. and Independent Wireless One Corporation
         on April 13, 2001, Registration no. 333-58902.)

  5.1**  Opinion of Correro Fishman Haygood Phelps Walmsley & Casteix, L.L.P.
         regarding the validity of the securities registered hereby.

  8.1*   Opinion of Vinson & Elkins L.L.P. regarding certain of the tax
         consequences relating to the securities registered hereby.

 23.1**  Consent of Correro Fishman Haygood Phelps Walmsley & Casteix, L.L.P.
         (included in Exhibit 5.1).

 23.2*   Consent of Vinson & Elkins L.L.P. (included in Exhibit 8.1).

 23.3*   Consent of Ernst & Young LLP relating to the consolidated financial
         statements of US Unwired Inc.

 23.4*   Consent of PricewaterhouseCoopers LLP.

 23.5*   Consent of Ernst & Young LLP relating to the financial statements of
         Sprint Spectrum Albany, Syracuse and Manchester Markets.

    24*  Power of Attorney (see signature page).
</TABLE>
--------
*  Filed herewith.
** To be filed by amendment.

                                      II-3
<PAGE>

Item 17. Undertakings

   The Registrant hereby undertakes:

     (1) To file, during any period in which offers or sales are being made,
  a post-effective amendment to this Registration Statement:

       (i) to include any prospectus required by Section 10(a)(3) of the
    Securities Act of 1933,

       (ii) to reflect in the prospectus any facts or events arising after
    the effective date of the Registration Statement (or the most recent
    post-effective amendment thereof) which, individually or in the
    aggregate, represent a fundamental change in the information set forth
    in the Registration Statement. Notwithstanding the foregoing, any
    increase or decrease in volume of securities offered (if the total
    dollar value of securities offered would not exceed that which was
    registered) and any deviation from the low or high and of the estimated
    maximum offering range may be reflected in the form of prospectus filed
    with the Commission pursuant to Rule 424(b) if, in the aggregate, the
    changes in volume and price represent no more than a 20 percent change
    in the maximum aggregate offering price set forth in the "Calculation
    of Registration Fee" table in the effective Registration Statement, and

       (iii) to include any material information with respect to the plan
    of distribution not previously disclosed in the Registration Statement
    or any material change to such information in the Registration
    Statement;

  provided, however, that clauses (1)(i) and (1)(ii) do not apply if the
  information required to be included in a post-effective amendment by those
  clauses is contained in periodic reports filed with or furnished to the
  Commission by the Registrant pursuant to Section 13 or 15(d) of the
  Securities Exchange Act of 1934 that are incorporated by reference in the
  Registration Statement.

     (2) That, for the purpose of determining any liability under the
  Securities Act of 1933, each such post-effective amendment shall be deemed
  to be a new Registration Statement relating to the securities offered
  therein, and the offering of such securities at that time shall be deemed
  to be the initial bona fide offering thereof.

     (3) To remove from registration by means of a post-effective amendment
  any of the securities being registered which remain unsold at the
  termination of the offering.

   The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and this offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

   Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described under Item 15 above, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.

                                      II-4
<PAGE>

                                   SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Lake Charles, State of Louisiana, on the 1st day of
April, 2002.

                                          US UNWIRED INC.

                                                  /s/ Thomas G. Henning
                                          By: _________________________________
                                                    Thomas G. Henning
                                              General Counsel and Corporate
                                                        Secretary

                               POWER OF ATTORNEY

   KNOW ALL MEN BY THESE PRESENTS, that such person whose signature appears
immediately below constitutes and appoints Thomas G. Henning, Jerry E. Vaughn
and Don Loverich, or any one of them, his true and lawful attorney-in-fact and
agent, with full power of substitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
with all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or his substitute or substitutes may lawfully do or
cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
              Signature                          Title                   Date
              ---------                          -----                   ----

<S>                                    <C>                        <C>
       /s/ Robert W. Piper             Director, Chief Executive     April 1, 2002
______________________________________  Officer and President
           Robert W. Piper              (Principal Executive
                                        Officer)

       /s/ Jerry E. Vaughn             Chief Financial Officer       April 1, 2002
______________________________________  (Principal Financial
           Jerry E. Vaughn              Officer)

         /s/ Don Loverich              Controller (Principal         April 1, 2002
______________________________________  Accounting Officer)
             Don Loverich

   /s/ William L. Henning, Jr.         Director (Chairman of the     April 1, 2002
______________________________________  Board)
       William L. Henning, Jr.

      /s/ Thomas G. Henning            Director                      April 1, 2002
______________________________________
          Thomas G. Henning
</TABLE>


                                      II-5
<PAGE>

<TABLE>
<CAPTION>
              Signature                          Title                   Date
              ---------                          -----                   ----

<S>                                    <C>                        <C>
      /s/ Lawrence C. Tucker           Director                      April 1, 2002
______________________________________
          Lawrence C. Tucker

      /s/ Charles T. Cannada           Director                      April 1, 2002
______________________________________
          Charles T. Cannada

     /s/ Henry P. Hebert, Jr.          Director                      April 1, 2002
______________________________________
         Henry P. Hebert, Jr.

                                       Director
______________________________________
        Christopher J. Stadler

                                       Director
______________________________________
          Thomas J. Sullivan

                                       Director
______________________________________
            Harley Ruppert
</TABLE>

                                      II-6
<PAGE>

                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>
 Exhibit
 Number                                Description
 -------                               -----------
 <C>     <S>
  3.1    First Restated Articles of Incorporation of US Unwired Inc.
         (Incorporated by reference to Exhibit 3.1 filed with the Registrant's
         Annual Report on Form 10-K for the year ended December 31, 2000.)

  3.2    Form of Second Restated Articles of Incorporation of US Unwired Inc.
         (Incorporated by reference to Exhibit 3.2 filed with the registration
         statement on Form S-4 filed by the Registrant on February 1, 2002,
         Registration no. 333-81928.)

  3.3    By-Laws of US Unwired Inc. (Incorporated by reference to Exhibit 3.3
         filed with the registration statement on Form S-4 filed by the
         Registrant and others on December 7, 1999, Registration no. 333-
         92271).

  4.1*   Specimen of certificate representing the common stock of US Unwired
         Inc.

  4.2    Warrant Agreement, dated as of February 2, 2001, between IWO Holdings,
         Inc. and Firstar Bank, N.A., as warrant agent. (Incorporated by
         reference to Exhibit 10.20 filed with the registration statement on
         Form S-4, filed by IWO Holdings, Inc. and Independent Wireless One
         Corporation on April 13, 2001, Registration no. 333-58902.)

  4.3*   First Supplemental Warrant Agreement, dated as of April 1, 2002, among
         IWO Holdings, Inc., US Unwired Inc. and U.S. Bank National Association
         (fka Firstar Bank, N.A.).

  4.4    Warrant Registration Rights Agreement, dated as of February 2, 2001,
         among IWO Holdings, Inc. and Credit Suisse First Boston Corporation
         (acting through an affiliate, Donaldson, Lufkin & Jenrette Securities
         Corporation), Chase Securities Inc., BNP Paribas Securities Corp. and
         UBS Warburg LLC as representatives of the initial purchasers of IWO
         Holdings, Inc.'s senior notes and warrants. (Incorporated by reference
         to Exhibit 10.21 filed with the registration statement on Form S-4,
         filed by IWO Holdings, Inc. and Independent Wireless One Corporation
         on April 13, 2001, Registration no. 333-58902.)

  5.1**  Opinion of Correro Fishman Haygood Phelps Walmsley & Casteix, L.L.P.
         regarding the validity of the securities registered hereby.

  8.1*   Opinion of Vinson & Elkins L.L.P. regarding certain of the tax
         consequences relating to the securities registered hereby.

 23.1**  Consent of Correro Fishman Haygood Phelps Walmsley & Casteix, L.L.P.
         (included in Exhibit 5.1).

 23.2*   Consent of Vinson & Elkins L.L.P. (included in Exhibit 8.1).

 23.3*   Consent of Ernst & Young LLP relating to the consolidated financial
         statements of US Unwired Inc.

 23.4*   Consent of PricewaterhouseCoopers LLP.

 23.5*   Consent of Ernst & Young LLP relating to the financial statements of
         Sprint Spectrum Albany, Syracuse and Manchester Markets.

 24*     Power of Attorney (see signature page).
</TABLE>
--------
*  Filed herewith.
** To be filed by amendment.