-----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, CU9qaHLN/j+yVsSxv1htSvh3Ia9E5n8Z6E65evOCDbo4fpGob4TiOYy6+eQ04Zt0 nMkvCpp+8SgT99TVaEvrVw== 0000902664-08-001046.txt : 20080214 0000902664-08-001046.hdr.sgml : 20080214 20080214061203 ACCESSION NUMBER: 0000902664-08-001046 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080214 DATE AS OF CHANGE: 20080214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Vistula Communications Services, Inc. CENTRAL INDEX KEY: 0001288518 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 200734966 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81056 FILM NUMBER: 08607876 BUSINESS ADDRESS: STREET 1: 405 PARK AVENUE STREET 2: SUITE 801 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 317-8900 MAIL ADDRESS: STREET 1: 405 PARK AVENUE STREET 2: SUITE 801 CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: VISTULA COMMUNICATIONS SERVICES INC DATE OF NAME CHANGE: 20040423 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: JANA PARTNERS LLC CENTRAL INDEX KEY: 0001159159 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: JANA PARTNERS LLC STREET 2: 200 PARK AVENUE, SUITE 3300 CITY: NEW YORK STATE: NY ZIP: 10166 BUSINESS PHONE: 2126927645 MAIL ADDRESS: STREET 1: 200 PARK AVENUE, SUITE 3300 CITY: NEW YORK STATE: NY ZIP: 10166 SC 13G/A 1 p08-0202sc13ga.txt VISTULA COMMUNICATIONS SERVICES, INC. SECURITIES & EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (Amendment No. 1)* Vistula Communications Services, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 92840A108 (CUSIP Number) December 31, 2007 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [x] Rule 13d-1(c) [ ] Rule 13d-1(d) (Page 1 of 5 Pages) - --------------- *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 purposes of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 92840A108 13G/A Page 2 of 5 Pages - ----------------------------------------------------------------------------- (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) JANA PARTNERS LLC - ----------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [ ] (b) [ ] - ----------------------------------------------------------------------------- (3) SEC USE ONLY - ----------------------------------------------------------------------------- (4) CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - ----------------------------------------------------------------------------- NUMBER OF (5) SOLE VOTING POWER 6,200,000 (including 2,900,000 shares underlying convertible notes and warrants) SHARES -------------------------------------------------------------- BENEFICIALLY (6) SHARED VOTING POWER 0 OWNED BY -------------------------------------------------------------- EACH (7) SOLE DISPOSITIVE POWER 6,200,000 (including 2,900,000 shares underlying convertible notes and warrants) REPORTING -------------------------------------------------------------- PERSON WITH (8) SHARED DISPOSITIVE POWER 0 - ----------------------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,200,000 (including 2,900,000 shares underlying convertible notes and warrants) - ----------------------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ] - ----------------------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.3% - ----------------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON ** IA - ----------------------------------------------------------------------------- ** SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 92840A108 13G/A Page 3 of 5 Pages Item 1(a). Name of Issuer: Vistula Communications Services, Inc. Item 1 (b). Address of Issuer's Principal Executive Offices: 405 Park Avenue, Suite 801 New York, New York 10022 Item 2 (a). Name of Person Filing: JANA Partners LLC Item 2 (b). Address of Principal Business Office or, if None, Residence: 200 Park Avenue, Suite 3300 New York, New York 10166 Item 2 (c). Citizenship: This Statement is filed by JANA Partners LLC, a Delaware limited liability company. JANA Partners LLC is a private money management firm which holds the Common Stock of the Issuer in various accounts under its management and control. The principals of JANA Partners LLC, Barry Rosenstein and Gary Claar, are U.S. citizens. Item 2 (d). Title of Class of Securities: Common Stock Item 2 (e). CUSIP No: 92840A108 Item 3. If this statement is filed pursuant to Sec. 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: (a) [ ] Broker or dealer registered under Section 15 of the Act, (b) [ ] Bank as defined in Section 3(a)(6) of the Act, (c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act, (d) [ ] Investment Company registered under Section 8 of the Investment Company Act of 1940, (e) [ ] Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E), (f) [ ] Employee Benefit Plan or Endowment Fund in accordance with Rule 13d-1(b)(1)(ii)(F), (g) [ ] Parent Holding Company or control person in accordance with Rule 13d-1(b)(1)(ii)(G), (h) [ ] Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act, (i) [ ] Church Plan that is excluded from the definition of an CUSIP No. 92840A108 13G/A Page 4 of 5 Pages investment company under Section 3(c)(14) of the Investment Company Act of 1940, (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). Item 4. Ownership (a) Amount beneficially owned: 6,200,000 (including 2,900,000 shares underlying convertible notes and warrants) (b) Percent of Class: 9.3% (c) Number of shares as to which JANA Partners LLC has: (i) Sole power to vote or to direct the vote: 6,200,000 (including 2,900,000 shares underlying convertible notes and warrants) (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition: 6,200,000 (including 2,900,000 shares underlying convertible notes and warrants) (iv) Shared power to dispose or to direct the disposition of: 0 Item 5. Ownership of Five Percent or Less of a Class. Not Applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not Applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Reported on the Parent Holding Company. Not Applicable. Item 8. Identification and Classification of Members of the Group. Not Applicable. Item 9. Notice of Dissolution of Group. Not Applicable. CUSIP No. 92840A108 13G/A Page 5 of 5 Pages Item 10. Certification. The Reporting Person hereby makes the following certification: By signing below we each certify that, to the best of our knowledge and belief, the securities referred to above were not acquired and are not being held for the purpose of or with the effect of changing or influencing the control of the issuer of such 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 our knowledge and belief, we each certify that the information set forth in this statement is true, complete, and correct. DATED: February 14, 2008 JANA PARTNERS LLC By: /s/ Barry Rosenstein ------------------------------------- Barry Rosenstein Managing Partner By: /s/ Gary Claar ------------------------------------- Gary Claar General Partner -----END PRIVACY-ENHANCED MESSAGE-----