-----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, Q40xjSXiomGf3/8jnoE8HfvS0uZ4omHrfVip3dj8tXZ3gFwduM+Lr3Y5EcFGXMlO zeydfSKuKiUWKBroj/ZiSQ== 0000942708-97-000011.txt : 19970310 0000942708-97-000011.hdr.sgml : 19970310 ACCESSION NUMBER: 0000942708-97-000011 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970307 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ADVANCED RADIO TELECOM CORP CENTRAL INDEX KEY: 0001010286 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 531348016 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: 97552671 BUSINESS ADDRESS: STREET 1: 500 108TH AVE NE STREET 2: SUITE 2600 CITY: BELLEVUE STATE: WA ZIP: 98004 BUSINESS PHONE: 2066888700 MAIL ADDRESS: STREET 1: 500 108TH AVENUE NE STREET 2: SUITE 2600 CITY: BELLEVUE STATE: WA ZIP: 98004 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CCC MILLIMETER LP CENTRAL INDEX KEY: 0001035213 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 201 N UNION ST CITY: ALEXANDRIA STATE: VA ZIP: 22314 BUSINESS PHONE: 7035193581 MAIL ADDRESS: STREET 1: 201 N UNION ST CITY: ALEXANDRIA STATE: VA ZIP: 22314 SC 13D 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ______________ SCHEDULE 13D Under the Securities Exchange Act of 1934 Advanced Radio Telecom Corp. (Name of Issuer) Common Stock, $.001 par value (Title of class of securities) 00743U-10-1 (CUSIP number) H. Bryan Ives, III Nelson Mullins Riley & Scarborough, L.L.P. 100 N. Tryon Street Suite 3350 Charlotte, North Carolina 28202-4000 (704) 417-3000 (Name, address and telephone number of person authorized to receive notices and communications) February 25, 1997 (Date of event which requires filing of this statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with the statement [X]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) (Continued on following pages) (Page 1 of 7 Pages) SCHEDULE 13D CUSIP NO. 00743U-10-1 13D PAGE 2 OF 7 PAGES 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS CCC Millimeter, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER SHARES 2,350,310 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH 9 SOLE DISPOSITIVE POWER REPORTING 2,350,310 PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT OF BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,350,310 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.0% 14 TYPE OF REPORTING PERSON* PN SCHEDULE 13D CUSIP NO. 00743U-10-1 13D PAGE 3 OF 7 PAGES 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Columbia Capital Corporation 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Virginia NUMBER OF 7 SOLE VOTING POWER SHARES 3,205,614 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH 9 SOLE DISPOSITIVE POWER REPORTING 3,205,614 PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT OF BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,205,614 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.4% 14 TYPE OF REPORTING PERSON* CO Page 4 of 7 Pages Schedule 13D CCC Millimeter, L.P. Columbia Capital Corporation ADVANCED RADIO TELECOM CORP. (CUSIP NO. 00743U-10-1) ITEM 1. SECURITY AND ISSUER This statement relates to the common stock, par value $.001 per share (the `Common Stock'), of Advanced Radio Telecom Corp., a Delaware corporation (the `Issuer'). The principal executive offices of the Issuer are located at 500 108th Avenue, N.E., Suite 2600, Bellevue, Washington 98004. ITEM 2. IDENTITY AND BACKGROUND (a) This statement is filed with respect to CCC Millimeter, L.P., a Delaware limited partnership (`CCC Millimeter'), and Columbia Capital Corporation, a Virginia corporation (`Columbia Capital'). Each of CCC Millimeter and Columbia Capital are referred to herein as a `Reporting Person' and collectively as the `Reporting Persons.' Columbia Capital is the sole general partner of CCC Millimeter and Columbia Millimeter Communications, L.P., a Delaware limited partnership (`Columbia Millimeter'). Columbia Millimeter owns 4.4% of the Issuer's Common Stock. By virtue of its position as the sole general partner of CCC Millimeter and Columbia Millimeter, Columbia Capital has the power to vote and dispose of the Common Stock held by CCC Millimeter and Columbia Millimeter. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D. (b) The principal business address of each Reporting Person is 201 North Union Street, Alexandria, Virginia 22314. (c) The principal business of CCC Millimeter is investments. The principal business of Columbia Capital is providing capital, financial services and strategic guidance to companies in the communications and media industries. (d) Neither Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Neither Reporting Person has, during the past five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or a finding of any violation with respect to such laws. Page 5 of 7 Pages Schedule 13D CCC Millimeter, L.P. Columbia Capital Corporation ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION On July 3, 1996, the Issuer entered into an agreement (the `CommcoCCC Agreement') to acquire 129 38 GHz wireless broadband authorizations (the `Assets') from CommcoCCC, Inc. (`CommcoCCC') in exchange for 6,000,000 shares of Common Stock of the Issuer. On February 25, 1997, the CommcoCCC Agreement was consummated by the transfer of the Assets in exchange for the issuance of 6,000,000 shares of Common Stock as follows: 2,350,310 shares to CCC Millimeter; 855,304 shares to Columbia Millimeter; and 2,794,386 shares to the remaining shareholder of CommcoCCC, Commco, L.L.C. Columbia Capital does not directly own any shares of Common Stock; however, by virtue of its position as the sole general partner of CCC Millimeter and Columbia Millimeter, Columbia Capital has the power to vote and dispose of the Common Stock held by CCC Millimeter and Columbia Millimeter. In addition, in connection with certain bridge financings, the Issuer issued to Columbia Capital and Commco, L.L.C., five-year warrants to purchase a total of 116,364 shares of Common Stock, all at an exercise price of $17.1875 per share ($15.00 after giving effect to anti- dilution adjustments). Of such warrants, Columbia Capital owns warrants for 62,173 shares and the remaining warrants for 54,191 shares were issued to Commco, L.L.C. ITEM 4. PURPOSE OF TRANSACTION Each Reporting Person acquired the shares of Common Stock for investment purposes. Although no Reporting Person presently has any plans or proposals to acquire additional securities of the Issuer in the future, each Reporting Person may acquire additional securities of the Issuer in the future. No Reporting Person presently has any plans or proposals which relate to or would result in any of the transactions described in paragraphs (a) through (j) of Item 4 of Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) CCC Millimeter currently beneficially owns 2,350,310 shares of the Issuer's Common Stock, representing approximately 12.0% of the currently outstanding shares of Common Stock. CCC Millimeter currently beneficially owns 855,304 shares of the Issuer's Common Stock, representing approximately 4.4% of the currently outstanding shares of Common Stock. Columbia Capital may be deemed to beneficially own 3,205,614 shares of the Issuer's Common Stock, representing approximately 16.4% of the currently outstanding shares of Common Stock. In addition, Columbia Capital owns Warrants to purchase 62,173 shares of Common Stock. The aggregate percentage of shares of Common Stock reported owned by each Reporting Person is based upon 19,559,420 shares currently outstanding, as disclosed directly by the Issuer to the Reporting Persons. (b) By virtue of its position as sole general partner of each of CCC Millimeter and Columbia Millimeter, Columbia Capital has the sole power to vote and dispose of all 3,205,614 shares of Common Stock reported in this Page 6 of 7 Pages Schedule 13D CCC Millimeter, L.P. Columbia Capital Corporation Schedule 13D. In addition, Columbia Capital owns Warrants to purchase 62,173 shares of Common Stock. (c) Not applicable. (d) Not applicable. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENT, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. None. ITEM 7. MATERIALS TO BE FILED AS EXHIBITS. 1. Joint Filing Agreement. Page 7 of 7 Pages Schedule 13D CCC Millimeter, L.P. Columbia Capital Corporation SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. March 5, 1997 (Date) CCC MILLIMETER, L.P. By: Columbia Capital Corporation Its: General Partner By: /s/ Neil P. Byrne Its: Vice President COLUMBIA CAPITAL CORPORATION By: /s/ Neil P. Byrne Its: Vice President EX-99 2 JOINT FILING AGREEMENT JOINT FILING AGREEMENT In accordance with Rule 13d-1(f)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Schedule 13D with respect to the common stock, par value $.001 per share, of Advanced Radio Telecom Corp., a Delaware corporation, and any further amendments thereto. This Joint Filing Agreement shall be filed as an Exhibit to the Schedule 13D. Dated March 5, 1997 CCC MILLIMETER, L.P. By: Columbia Capital Corporation Its: General Partner By: /s/ Neil P. Byrne Its: Vice President COLUMBIA CAPITAL CORPORATION By: /s/ Neil P. Byrne Its: Vice President -----END PRIVACY-ENHANCED MESSAGE-----