-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BjoL/XgaHrJQI7t7uOZuyjewRPJZ2nP9jDrCQvn8+KkBZpdiNj13Tn4ZWrAKiN2/ G16DuSthKMX2FvqD5lUf8g== 0000898431-06-000059.txt : 20060522 0000898431-06-000059.hdr.sgml : 20060522 20060522142057 ACCESSION NUMBER: 0000898431-06-000059 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060522 DATE AS OF CHANGE: 20060522 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FIRST AVENUE NETWORKS INC CENTRAL INDEX KEY: 0001010286 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 521869023 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-49879 FILM NUMBER: 06858065 BUSINESS ADDRESS: STREET 1: 230 COURT SQUARE STREET 2: SUITE 202 CITY: CHARLOTTESVILLE STATE: VA ZIP: 22902 BUSINESS PHONE: 434 220 4988 MAIL ADDRESS: STREET 1: 230 COURT SQUARE STREET 2: SUITE 202 CITY: CHARLOTTESVILLE STATE: VA ZIP: 22902 FORMER COMPANY: FORMER CONFORMED NAME: ADVANCED RADIO TELECOM CORP DATE OF NAME CHANGE: 19960503 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: QUAKER CAPITAL MANAGEMENT CORP CENTRAL INDEX KEY: 0000911092 IRS NUMBER: 251495646 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: ARROTT BLDG 401 WOOD STREET STREET 2: STE 1300 CITY: PITTSBURGH STATE: PA ZIP: 15222-1824 MAIL ADDRESS: STREET 1: ARROTT BLDG 401 WOOD STREET STREET 2: SUITE 1300 CITY: PITTSBURGH STATE: PA ZIP: 15222 SC 13D 1 sch13d_051406.txt SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ___)* FIRST AVENUE NETWORKS, INC. ----------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.001 per share ----------------------------------------------------------------- (Title of Class of Securities) 31865X106 ----------------------------------------------------------------- (CUSIP Number) Mark G. Schoeppner Quaker Capital Management Corporation 401 Wood Street, Suite 1300 Pittsburgh, Pennsylvania 15222 (412) 281-1948 ----------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 14, 2006 ----------------------------------------------------------------- (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [X]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss.240.13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 2 SCHEDULE 13D ------------ CUSIP No. 31865X106 1) NAME OF REPORTING PERSON Quaker Capital Management Corporation ------------------------------------- S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 25-1495646 ----------- 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ x ] 3) SEC USE ONLY 4) SOURCE OF FUNDS Not Applicable -------------- 5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6) CITIZENSHIP OR PLACE OF ORGANIZATION Commonwealth of Pennsylvania --------------- NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7) SOLE VOTING POWER 3,832,218 --------- 8) SHARED VOTING POWER 870,985 --------- 9) SOLE DISPOSITIVE POWER 3,832,218 --------- 10) SHARED DISPOSITIVE POWER 870,985 --------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,703,203 --------- 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.60% ------ 14) TYPE OF REPORTING PERSON IA -- 3 CUSIP No. 31865X106 1) NAME OF REPORTING PERSON Quaker Capital Partners I, L.P. ------------------------------------- S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 25-1778076 ----------- 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ x ] 3) SEC USE ONLY 4) SOURCE OF FUNDS Not Applicable -------------- 5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ------------- NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7) SOLE VOTING POWER 2,750,510 --------- 8) SHARED VOTING POWER 0 --------- 9) SOLE DISPOSITIVE POWER 2,750,510 --------- 10) SHARED DISPOSITIVE POWER 0 --------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,750,510 --------- 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.45% ------ 14) TYPE OF REPORTING PERSON PN -- 4 CUSIP No. 31865X106 1) NAME OF REPORTING PERSON Quaker Premier, L.P. ------------------------------------- S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 25-1778068 ----------- 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ x ] 3) SEC USE ONLY 4) SOURCE OF FUNDS Not Applicable -------------- 5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ------------ NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7) SOLE VOTING POWER 2,750,510 --------- 8) SHARED VOTING POWER 0 --------- 9) SOLE DISPOSITIVE POWER 2,750,510 --------- 10) SHARED DISPOSITIVE POWER 0 --------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,750,510 --------- 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.45% ------ 14) TYPE OF REPORTING PERSON PN -- 5 CUSIP No. 31865X106 1) NAME OF REPORTING PERSON Quaker Capital Partners II, L.P. ------------------------------------- S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 11-3667966 ---------- 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ x ] 3) SEC USE ONLY 4) SOURCE OF FUNDS Not Applicable -------------- 5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ------------- NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7) SOLE VOTING POWER 1,081,708 --------- 8) SHARED VOTING POWER 0 --------- 9) SOLE DISPOSITIVE POWER 1,081,708 --------- 10) SHARED DISPOSITIVE POWER 0 --------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,081,708 --------- 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.75% ------ 14) TYPE OF REPORTING PERSON PN -- 6 CUSIP No. 31865X106 1) NAME OF REPORTING PERSON Quaker Premier II, L.P. ------------------------------------- S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 30-0135937 ----------- 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ x ] 3) SEC USE ONLY 4) SOURCE OF FUNDS Not Applicable -------------- 5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ------------ NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7) SOLE VOTING POWER 1,081,708 --------- 8) SHARED VOTING POWER 0 --------- 9) SOLE DISPOSITIVE POWER 1,081,708 --------- 10) SHARED DISPOSITIVE POWER 0 --------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,081,708 --------- 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.75% ------ 14) TYPE OF REPORTING PERSON PN -- 7 CUSIP No. 31865X106 1) NAME OF REPORTING PERSON Mark G. Schoeppner ------------------------------------- S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON ----------- 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ x ] 3) SEC USE ONLY 4) SOURCE OF FUNDS Not Applicable -------------- 5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6) CITIZENSHIP OR PLACE OF ORGANIZATION United States of America ------------- NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7) SOLE VOTING POWER 0 --------- 8) SHARED VOTING POWER 0 --------- 9) SOLE DISPOSITIVE POWER 0 --------- 10) SHARED DISPOSITIVE POWER 0 --------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 --------- 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ X ] Mark G. Schoeppner disclaims beneficial ownership of 4,703,203 shares owned by clients of Quaker Capital Management Corporation, Quaker Capital Partners, I, L.P. and Quaker Capital Partners, II, L.P. 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% ------ 14) TYPE OF REPORTING PERSON IN -- 8 Item 1. Security and Issuer. - ----------------------------- This statement on Schedule 13D (this "Statement")is filed with respect to the Common Stock, par value $.0001 per share (the "Common Stock"), of First Avenue Networks, Inc., a Delaware corporation (the "Issuer"). The Issuer's principal executive offices are located at 7925 Jones Branch Drive, Suite 3300, McLean, Virginia 22102. Item 2. Identity and Background. - --------------------------------- (a) -(f) This Statement is being filed by (i) Quaker Capital Management Corporation, a Pennsylvania corporation and a registered Investment Advisor under Section 203 of the Investment Advisors Act of 1940 ("QCMC"), as direct and indirect beneficial owner of the Issuer's Common Stock, (ii) Quaker Capital Partners I, L.P., a Delaware limited partnership ("QCP1"), as direct and indirect beneficial owner of the Issuer's Common Stock, (iii) Quaker Premier, L.P., a Delaware limited partnership ("Premier"), as indirect beneficial owner of the Issuer's Common Stock, (iv) Quaker Capital Partners II, L.P., a Delaware limited partnership ("QCP2"), as direct and indirect beneficial owner of the Issuer's Common Stock, (v) Quaker Premier II, L.P., a Delaware limited partnership ("Premier2"), as indirect beneficial owner of the Issuer's Common Stock, and (vi) Mark G. Schoeppner as a potentially deemed indirect beneficial owner of the Issuer's Common Stock (collectively, the "Reporting Persons"). QCMC's principal executive offices are located at The Arrott Building, 401 Wood Street, Suite 1300, Pittsburgh, Pennsylvania 15222. QCMC is engaged in the business of providing investment management services. QCMC is the general partner of Premier and Premier2. Premier's and Premier2's principal executive offices are located at The Arrott Building, 401 Wood Street, Suite 1300, Pittsburgh, Pennsylvania 15222. Premier's principal business activity is serving as the general partner of QCP1. Premier2's principal business activity is serving as the general partner of QCP2. QCP1 is primarily engaged in the business of investing in equity securities and its principal executive offices are located at The Arrott Building, 401 Wood Street, Suite 1300, Pittsburgh, Pennsylvania 15222. QCP2 is primarily engaged in the business of investing in equity securities and its principal executive offices are located at The Arrott Building, 401 Wood Street, Suite 1300, Pittsburgh, Pennsylvania 15222. Mark G. Schoeppner is QCMC's President and sole executive officer and director. Mr. Schoeppner's current business address is The Arrott Building, 401 Wood Street, Suite 1300, Pittsburgh, Pennsylvania 15222. Mr. Schoeppner is a United States citizen. 9 By virtue of the relationships described above (a) QCMC may be deemed to possess direct or indirect beneficial ownership of the Issuer's Common Stock held by or deemed to be held by QCP1, QCP2, and QCMC's investment advisory clients, (b) Premier may be deemed to possess indirect beneficial ownership of the Issuer's Common Stock held by or deemed to be held by QCP1, (c) Premier2 may be deemed to possess indirect beneficial ownership of the Issuer's Common Stock held by or deemed to be held by QCP2 and (d) Mr. Schoeppner may be deemed to possess indirect beneficial ownership of the Issuer's Common Stock held by or deemed to be held by QCP1, QCP2 and QCMC. During the last five years, no Reporting Person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, no Reporting Person has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. - ----------------------------------------------------------- No monetary consideration was paid by any Reporting Person to the Issuer or to any Reporting Person by the Issuer for the Support Agreement (as defined below). Reference is made to the description of the Support Agreement described in Items 4 and 5 below. Item 4. Purpose of Transaction. - -------------------------------- (a)-(b) Pursuant to an Agreement and Plan of Merger dated May 14, 2006, (the "Merger Agreement"), among the Issuer, Marlin Acquisition Corporation, a Delaware corporation and direct and wholly-owned subsidiary of the Issuer ("Merger Sub"), and Fibertower Corporation, a Delaware corporation ("Fibertower"), and subject to the conditions set forth therein, Merger Sub will merge with and into Fibertower (the "Merger"), with Fibertower surviving as the surviving corporation in the Merger (the "Surviving Corporation") as a wholly-owned subsidiary of the Issuer. As a result of the Merger, each outstanding share of the Fibertower Common Stock, $0.0001 par value per share, other than shares owned by Issuer, Merger Sub or their subsidiaries or by stockholders dissenting from the Merger, will be converted into the right to receive 0.3045470 of a share of the Issuer's Common Stock, subject to certain adjustments (the "Merger Consideration"). 10 The foregoing summary of the Merger is qualified in its entirety by reference to the copy of the Merger Agreement included as Exhibit 1 to this Schedule 13D and incorporated herein by reference. In connection with entering into the Merger Agreement, Issuer required certain of the Issuer's stockholders (the "Stockholders"), including QCMC, QCP1 and QCP2, to sign a First Avenue Holder's Support Agreement dated as of May 14, 2006 (the "Support Agreement"). Contemporaneously with the execution of the Support Agreement, QCMC, QCP1 and QCP2 executed a written consent voting in favor of (1) the issuance of shares of the Issuer's Common Stock pursuant to the Merger, (2) a certain amendment to the Issuer's certificate of incorporation and (3) a certain amendment to the Issuer's stock option plan. In addition, QCMC, QCP1 and QCP2 have, by executing the Support Agreement, irrevocably appointed Fibertower (or its designee) as their proxy and attorney-in-fact on certain limited matters as described below with respect to the shares of the Issuer owned by QCMC, QCP1 and QCP2 and listed on the signature pages to the Support Agreement. Such proxies, collectively, give Fibertower the limited right to vote the shares of Issuer Common Stock beneficially and collectively owned by the QCMC, QCP1 and QCP2 in favor of (i) the issuance of shares of the Issuer pursuant to the Merger and as provided in the Merger Agreement, (ii) a certain amendment to the Issuer's certificate of incorporation, (iii) a certain amendment to the Issuer's stock option plan and (iv)each other action contemplated by the Merger Agreement and any other actions required in furtherance thereof. In addition, the Support Agreement requires QCMC, QCP1 and QCP2 to vote against (A) any action, proposal, transaction or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Issuer or any of its subsidiaries under the Merger Agreement or of QCMC, QCP1 or QCP2 under the Support Agreement, and (B) other certain actions and proposals specified in the Support Agreement. The foregoing summary of the Support Agreement is qualified in its entirety by reference to the copy of the Support Agreement included as Exhibit 2 to this Schedule 13D and incorporated herein by reference. (c) Not applicable. (d) Based solely on disclosures made in the Merger Agreement, the directors of Merger Sub shall be the directors of the Surviving Corporation upon consummation of the Merger. (e) As a result of the Merger described above and based solely on disclosures made in the Merger Agreement, the Issuer will amend its certificate of incorporation and bylaws to increase its authorized shares to four hundred million (400,000,000) shares of Common Stock. 11 (f)-(j) Not applicable. Item 5. Interest in Securities of the Issuer. - ---------------------------------------------- (a)-(b) QCMC may be deemed to be the beneficial owner of 870,985 shares of the Issuer's Common Stock which are owned by various of its investment advisory clients in accounts over which QCMC has shared voting and dispositive power. By virtue of being the general partner of Premier which is the general partner of QCP1, QCMC may also be deemed to be the beneficial owner of 2,750,510 shares of the Issuer's Common Stock owned by QCP1. By virtue of being the general partner of Premier2 which is the general partner of QCP2, QCMC may also be deemed to be the beneficial owner of 1,081,708 shares of the Issuer's Common Stock owned by QCP2. As a result of being the general partner of QCP1, Premier may be deemed to be the beneficial owner of 2,750,510 shares of the Issuer's Common Stock owned by QCP1. As a result of being the general partner of QCP2, Premier2 may be deemed to be the beneficial owner of 1,081,708 shares of the Issuer's Common Stock owned by QCP2. Mr. Schoeppner may be deemed to own all shares of the Issuer's Common Stock that QCMC is deemed to own. Mr. Schoeppner specifically disclaims beneficial ownership of all 4,703,203 shares of Common Stock covered by this Statement and owned by clients of QCMC, QCP1 and QCP2. The filing of this Statement shall not be construed as an admission that such Reporting Persons are, for purposes of Section 13(d) or 13(g) of the Securities Act of 1933, as amended, the beneficial owners of these securities. Nor shall this Statement be construed as an admission that the Reporting Persons constitute a group. Accordingly, QCMC may be deemed to beneficially own an aggregate of 4,703,203 shares of the Issuer's Common Stock which represents approximately 7.60% of the outstanding shares of the Issuer's Common Stock (based upon the 61,884,521 shares of Issuer's Common Stock outstanding on April 25, 2006 as reported in the Company's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 9, 2006). Premier may be deemed to beneficially own an aggregate of 2,750,510 shares of the Issuer's Common Stock which represents approximately 4.45% of the outstanding shares of the Issuer's Common Stock. QCP1 may be deemed to beneficially own an aggregate of 2,750,510 shares of the Issuer's Common Stock which represents approximately 4.45% of the outstanding shares of the Issuer's Common Stock and over which QCP1 has sole voting and dispositive power. Premier2 may be deemed to beneficially own an aggregate of 1,081,708 shares of the Issuer's Common Stock which represents approximately 1.75% of the outstanding shares of the Issuer's Common Stock. QCP2 may be deemed to beneficially own an aggregate of 1,081,708 shares of the Issuer's Common Stock which represents approximately 1.75% of the outstanding 12 shares of the Issuer's Common Stock and over which QCP2 has sole voting and dispositive power. Mr. Schoeppner may be deemed to beneficially own an aggregate of 4,703,203 shares of the Issuer's Common Stock which represents approximately 7.60% of the outstanding shares of the Issuer's Common Stock. Mr. Schoeppner specifically disclaims beneficial ownership of all of these shares. (c) No Reporting Person has effected any transaction in the Issuer's Common Stock in the past 60 days. (d)-(e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. - ----------------------------------------------------------------- Other than the Merger Agreement, the Support Agreement or as described in Items 3, 4 and 5 above, to the knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangement, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Item 7. Material to be Filed as Exhibits. - ------------------------------------------ The following are filed herewith as exhibits to this Schedule 13D: 1. Agreement and Plan of Merger dated as of May 14, 2006, by and among Issuer, Merger Sub and Fibertower (incorporated by reference to Exhibit 2.1 to the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 17, 2006). 2. Form of Support Agreement dated as of May 14, 2006, among the Issuer and certain stockholders of Issuer (incorporated by reference to Exhibit 99.2 to the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 17, 2006). 13 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. May 19, 2006 QUAKER CAPITAL MANAGEMENT CORPORATION /s/ Mark G. Schoeppner ----------------------------- Mark G. Schoeppner, President QUAKER CAPITAL PARTNERS I, L.P. By: Quaker Premier, L.P., its general partner By: Quaker Capital Management Corporation, its general partner By: /s/ Mark G. Schoeppner ------------------------ Mark G. Schoeppner President QUAKER PREMIER, L.P. By: Quaker Capital Management Corporation, its general partner By: /s/ Mark G. Schoeppner ------------------------ Mark G. Schoeppner President QUAKER CAPITAL PARTNERS II, L.P. By: Quaker Premier II, L.P., its general partner By: Quaker Capital Management Corporation, its general partner By: /s/ Mark G. Schoeppner -------------------------- Mark G. Schoeppner President 14 QUAKER PREMIER II, L.P. By: Quaker Capital Management Corporation, its general partner By: /s/ Mark G. Schoeppner ---------------------- Mark G. Schoeppner President /s/ Mark G. Schoeppner ------------------------------ Mark G. Schoeppner 15 -----END PRIVACY-ENHANCED MESSAGE-----