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0000897423-04-000026.txt : 20040213
0000897423-04-000026.hdr.sgml : 20040213
20040213131342
ACCESSION NUMBER: 0000897423-04-000026
CONFORMED SUBMISSION TYPE: SC 13G/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20040213
GROUP MEMBERS: AMALGAMATED GADGET, L.P.
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: ALLSTREAM INC
CENTRAL INDEX KEY: 0001045359
STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813]
IRS NUMBER: 431656187
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-78364
FILM NUMBER: 04596793
BUSINESS ADDRESS:
STREET 1: SUITE 1600, 200 WELLINGTON STREET WEST
STREET 2: TORONTO ONTARIO CANADA
CITY: CALGARY ALBERTA
STATE: A0
BUSINESS PHONE: 4032622255
FORMER COMPANY:
FORMER CONFORMED NAME: AT&T CANADA INC
DATE OF NAME CHANGE: 19990819
FORMER COMPANY:
FORMER CONFORMED NAME: METRONET COMMUNICATIONS CORP
DATE OF NAME CHANGE: 19970903
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: AMALGAMATED GADGET LP
CENTRAL INDEX KEY: 0001114634
FILING VALUES:
FORM TYPE: SC 13G/A
BUSINESS ADDRESS:
STREET 1: 301 COMMERCE ST
STREET 2: STE 2975
CITY: FORT WORTH
STATE: TX
ZIP: 76102
BUSINESS PHONE: .
MAIL ADDRESS:
STREET 1: 800 BRAZOS
STREET 2: STE 1100
CITY: AUSTIN
STATE: TX
ZIP: 78701
SC 13G/A
1
allstream13g.htm
<SUBMISSION>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Allstream Inc.
(formerly AT&T Canada Inc.)
(Name of Issuer)
Class B Limited Voting Shares
(Title of Class of Securities)
02004C204
(CUSIP Number)
December 31, 2003
(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)
*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).
**The total number of shares of the Stock reported herein is 20,671 shares, which constitutes approximately 0.1% of the total number of shares outstanding. All ownership percentages set forth herein assume that there are 18,956,884 shares outstanding.
CUSIP No. 02004C204
1. Name of Reporting Person:
Amalgamated Gadget, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / /
3. SEC Use Only
4. Citizenship or Place of Organization: Texas
5. Sole Voting Power: 20,671 (1)
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: 20,671 (1)
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
20,671
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 0.1%
12. Type of Reporting Person: PN
- --------------
(1) The shares were purchased by Amalgamated Gadget, L.P. for and on behalf of R2 Investments, LDC ("R2") pursuant to an Investment Management Agreement. Pursuant to such Agreement, Amalgamated Gadget, L.P. has sole voting and dispositive power over the shares and R2 Investments, LDC has no beneficial ownership of such shares.
Pursuant to Rule 13d-2(b) of Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "Act"), the undersigned hereby amend their Schedule 13G Statement dated April 10, 2003, as amended by Amendment No. 1 dated April 15, 2003 (the "Schedule 13G"), relating to the Class B Limited Voting Shares (the "Stock"), of Allstream Inc. (the "Issuer"). Unless otherwise indicated, all defined terms used herein shall have the same meanings as those set forth in the Schedule 13G.
Item 1(a). Name of Issuer.
Item 1(a) is amended and restated in its entirety as follows:
The name of the issuer is Allstream Inc. (the "Issuer").
Item 2(e). CUSIP Number.
Item 2(e) is hereby amended and restated in its entirety as follows:
The CUSIP number of the Stock is 02004C204.
Item 4. Ownership.
Item 4 is hereby amended and restated in its entirety as follows:
(a) - (b)
Reporting Person
Amalgamated
Pursuant to an Investment Management Agreement with R2, Amalgamated may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 20,671 shares of the Stock, which constitutes approximately 0.1% of the outstanding shares of the Stock.
Controlling Persons
Scepter
Because of its position as the sole general partner of Amalgamated, Scepter may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 20,671 shares of the Stock, which constitutes approximately 0.1% of the outstanding shares of the Stock.
Raynor
Because of his position as the President and sole shareholder of Scepter, which is the sole general partner of Amalgamated, Raynor may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 20,671 shares of the Stock, which constitutes approximately 0.1% of the outstanding shares of the Stock.
To the best of the knowledge of the Reporting Person, other than as set forth above, none of the persons named in Item 2 herein is the beneficial owner of any shares of the Stock.
(c)
Reporting Person
Amalgamated
Acting through its general partner, Amalgamated has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 20,671 shares of the Stock.
Controlling Persons
Scepter
As the sole general partner of Amalgamated, Scepter has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 20,671 shares of the Stock.
Raynor
As the President and sole shareholder of Scepter, which is the sole general partner of Amalgamated, Raynor has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 20,671 shares of the Stock.
Item 5. Ownership of Five Percent or Less of a Class.
Item 5 is hereby amended and restated in its entirety as follows:
On August 25, 2003, the Reporting Person ceased to be the beneficial owner of 5% or more of the outstanding shares of the Stock..
Item 10. Certification.
Item 10 is hereby restated in its entirety as follows:
By signing below I certify that to the best of my knowledge and belief, the securities referred to above 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.
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
DATED: February 13, 2004
AMALGAMATED GADGET, L.P.
By: Scepter Holdings, Inc.,
its general partner
By: /s/ William Holloway
William Holloway, Authorized Signatory |
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