-----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, F/hkiPQXhG0ub+JN0NcJIxvyd7/zjdGnnsMRXz+7nMPV86M9he+j84ZpkGnWak9y N42ME1f/Xq/ejcze8Z98Bg== 0001144204-09-008725.txt : 20090217 0001144204-09-008725.hdr.sgml : 20090216 20090217134651 ACCESSION NUMBER: 0001144204-09-008725 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090217 DATE AS OF CHANGE: 20090217 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ABOVENET INC CENTRAL INDEX KEY: 0001043533 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 113168327 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-52465 FILM NUMBER: 09609721 BUSINESS ADDRESS: STREET 1: 360 HAMILTON AVE STREET 2: 1 NORTH LEXINGTON AVE CITY: WHITE PLAINS STATE: NY ZIP: 10601 BUSINESS PHONE: 9144216700 MAIL ADDRESS: STREET 1: 360 HAMILTON AVE STREET 2: 1 NORTH LEXINGTON AVE CITY: WHITE PLAINS STATE: NY ZIP: 10601 FORMER COMPANY: FORMER CONFORMED NAME: METROMEDIA FIBER NETWORK INC DATE OF NAME CHANGE: 19970925 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL FIBER NETWORK INC DATE OF NAME CHANGE: 19970806 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: JGD MANAGEMENT CORP /NY CENTRAL INDEX KEY: 0001012670 IRS NUMBER: 133633324 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 767 FIFTH AVENUE, 17TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 2123001300 MAIL ADDRESS: STREET 1: 767 FIFTH AVENUE, 17TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10153 SC 13G/A 1 v140050_sch13ga.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC  20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 7)*

AboveNet, Inc.

(Name of Issuer)

Common Shares, par value $.01 per share

(Title of Class of Securities)

00374N107

(CUSIP Number)

December 31, 2008

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

xRule 13d-1(b)

¨Rule 13d-1(c)

¨Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
Page 1 of 7 Pages

 

CUSIP No. 00374N107
13G
 

1)
NAMES OF REPORTING PERSONS
JGD Management Corp.

2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
   
(a) ¨
   
(b) x

3)
SEC USE ONLY
 

4)
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

NUMBER OF
5)  SOLE VOTING POWER
1,853,636
SHARES
 
BENEFICIALLY
6)  SHARED VOTING POWER
-0-
OWNED BY
 
EACH
7)  SOLE DISPOSITIVE POWER
1,853,636
REPORTING
 
PERSON WITH
8)  SHARED DISPOSITIVE POWER
-0-

9)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,853,636*

10)
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨

11)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
     
 
Approximately 16.2%
 

12)
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO

* On August 7, 2008, the Reporting Person entered into a standstill agreement with the issuer. In connection therewith, the issuer amended its Rights Agreement, dated as of August 3, 2006 (the “Rights Agreement”), between the issuer and American Stock Transfer & Trust Company to exclude the Reporting Person from the definition of “Acquiring Person” under the Rights Agreement so long as the Reporting Person does not become the beneficial owner of 20% or more of the issuer’s outstanding Common Shares.
 
 
Page 2 of 7 Pages

 
 

Item 1(a).
Name of Issuer:
AboveNet, Inc.

Item 1(b).
Address of Issuer’s Principal Executive Offices:
   
 
360 Hamilton Avenue
 
White Plains, New York  10601

Item 2(a).
Name of Person Filing:
   
 
This Schedule is being filed by JGD Management Corp. (“JGD”), a Delaware corporation, with respect to:

(i)  122,267 Common Shares (which consist of (a) 112,267 Common Shares and (b) warrants to purchase 10,000 Common Shares) directly owned by York Capital Management, L.P. (“York Capital”), a Delaware limited partnership;

(ii)  353,537 Common Shares directly owned by York Investment Limited (“York Investment”), a corporation organized under the laws of the Commonwealth of The Bahamas;

(iii)  225,024 Common Shares (which consist of (a) 222,099 Common Shares and (b) warrants to purchase 2,925 Common Shares) directly owned by York Select, L.P. (“York Select”), a Delaware limited partnership;

(iv)  196,015 Common Shares (which consist of (a) 193,204 Common Shares and (b) warrants to purchase 2,811 Common Shares) directly owned by York Credit Opportunities Fund, L.P. (“York Credit Opportunities”), a Delaware limited partnership;

(v)  253,371 Common Shares (which consist of (a) 231,211 Common Shares and (b) warrants to purchase 22,160 Common Shares) directly owned by York Select Unit Trust (“York Select Trust”), a trust organized under the laws of the Cayman Islands;

(vi)  60,949 Common Shares (which consist of (a) 55,387 Common Shares and (b) warrants to purchase 5,562 Common Shares) directly owned by York Global Value Partners, L.P. (“York Global Value”), a Delaware limited partnership;

(vii)  163,876 Common Shares directly owned by York Enhanced Strategies Fund, LLC (“York Enhanced Strategies”), a Delaware limited liability company;
 
Page 3 of 7 Pages

 
 
(viii)  572 Common Shares directly owned by York Long Enhanced Fund, L.P. (“York Long Enhanced”), a Delaware limited partnership;

(ix)  422,802 Common Shares (which consist of (a) 416,772 Common Shares and (b) warrants to purchase 6,030 Common Shares) directly owned by York Credit Opportunities Unit Trust (“York Unit Trust”) a trust organized under the laws of the Cayman Islands; and

(x)  55,223 Common Shares (which consist of (a) 53,285 Common Shares and (b) warrants to purchase 1,938 Common Shares) directly owned by certain other accounts (“Managed Accounts”).

The general partners of York Capital, York Select, York Credit  Opportunities, York Global Value and York Long Enhanced and the managers of York Investment, York Select Trust, York Enhanced Strategies and York Unit Trust have delegated certain management and administrative duties of such funds to JGD.  In addition, JGD manages the Managed Accounts.  Accordingly, JGD may be deemed to have beneficial ownership over the Common Shares reported in this Schedule.

Item 2(b).
Address of Principal Business Office or, if None, Residence:
   
 
The principal business office address of JGD is:
   
 
c/o York Capital Management
 
767 Fifth Avenue, 17th Floor
 
New York, New York 10153

Item 2(c).
Citizenship:
   
 
The place of organization of JGD is Delaware.

Item 2(d).
Title of Class of Securities:
Common Shares, par value $.01 per share

Item 2(e).
CUSIP Number:
00374N107

Item 3.
If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

(a)
¨ Broker or dealer registered under section 15 of the Act (15 U.S.C.78o).
(b)
¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)
¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d)
¨ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
 
Page 4 of 7 Pages

 
(e)
x An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f)
¨ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g)  
¨ A parent holding company or control person in accordance with§240.13d-1(b)(1)(ii)(G);
(h)
¨ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
¨ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
¨ A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
(k)
¨ Group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____________.
 

Item 4.
Ownership.
   
 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 
(a) Amount beneficially owned:
1,853,636
     
 
(b) Percent of class:
16.2%
 
 
(c) Number of shares as to which the person has:
 

 
(i) Sole power to vote or to direct the vote
1,853,636
     
 
(ii) Shared power to vote or to direct the vote
-0-
     
 
(iii) Sole power to dispose or to direct the disposition of
1,853,636
     
 
(iv) Shared power to dispose or to direct the disposition of
-0-
 
The number of shares beneficially owned and the percentage of outstanding shares represented thereby for JGD have been computed in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended.  The percentage of ownership described above is based on an aggregate of 11,409,727 Common Shares, which consist of (i) 11,358,301 Common Shares outstanding as of December 31, 2008 as reported in the issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on February 6, 2009 and (ii) the number of Common Shares issuable to JGD if JGD were to exercise all of its warrants to purchase Common Shares.
 
Page 5 of 7 Pages

 

Item 5.
Ownership of Five Percent or Less of a Class.
   
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨.

Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
   
 
The right to receive dividends from, or the proceeds from the sale of, all Common Shares reported in this statement as beneficially owned by JGD is held by York Capital, York Investment, York Select, York Credit Opportunities, York Select Trust, York Global Value, York Enhanced Strategies, York Long Enhanced, York Unit Trust or the Managed Accounts, as the case may be, all of which are the advisory clients of JGD.  JGD itself disclaims beneficial ownership of all Common Shares reported in this statement pursuant to Rule 13d-4 under the Securities Exchange Act of 1934, as amended.

Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
   
 
Not Applicable.

Item 8.
Identification and Classification of Members of the Group.
   
 
Not Applicable.

Item 9.
Notice of Dissolution of Group.
   
 
Not Applicable.

 
Page 6 of 7 Pages

 
 

Item 10.
Certification.
   
 By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 
SIGNATURE
 
After reasonable inquiry and to the best of the knowledge and belief of the undersigned Reporting Person, the undersigned Reporting Person certifies that the information set forth in this statement is true, complete and correct.
 
Dated: February 17, 2009
 
 
JGD MANAGEMENT CORP.
   
 
By:
/s/ Adam J. Semler
 
Adam J. Semler
 
Chief Financial Officer
 
 
Page 7 of 7 Pages

 
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