-----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, T4ztlHAcPJQkFK+5w24/Zs1ca0VM4KMKVFZ+2+eRDwvDpomfL0wLG/KS7zdKeObi IxHp+PtZT7isHaZuoabkQQ== 0000935836-04-000125.txt : 20040412 0000935836-04-000125.hdr.sgml : 20040412 20040412191630 ACCESSION NUMBER: 0000935836-04-000125 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20040407 FILED AS OF DATE: 20040412 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MPOWER HOLDING CORP CENTRAL INDEX KEY: 0001117042 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 522232143 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 171 SULLY'S TRAIL STREET 2: STE 202 CITY: PITTSFORD STATE: NY ZIP: 14534 BUSINESS PHONE: 7162186550 MAIL ADDRESS: STREET 1: 171 SULLY'S TRAIL STREET 2: STE 202 CITY: PITTSFORD STATE: NY ZIP: 14534 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WEST HIGHLAND CAPITAL INC/LHG/WHP/PB/BP CENTRAL INDEX KEY: 0000904938 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-32941 FILM NUMBER: 04729426 BUSINESS ADDRESS: STREET 1: 300 DRAKES LANDING RD SUITE 290 CITY: GREENBRAE STATE: CA ZIP: 94904 BUSINESS PHONE: 4154619453 MAIL ADDRESS: STREET 1: 300 DRAKES LANDING ROAD STREET 2: SUITE 290 CITY: GREENBRAE STATE: CA ZIP: 94904 4 1 primary_doc.xml PRIMARY DOCUMENT X0201 4 2004-04-07 0 0001117042 MPOWER HOLDING CORP MPOW 0000904938 WEST HIGHLAND CAPITAL INC/LHG/WHP/PB/BP 300 DRAKES LANDING ROAD SUITE 290 GREENBRAE CA 94904 0 0 1 0 Common Stock 2004-04-07 4 S 0 75000 1.3734 D 7742104 D Common Stock 2004-04-08 4 S 0 100000 1.3632 D 7742104 D Common Stock 2004-04-12 4 S 0 30000 1.34 D 7742104 D Common Stock 2004-04-12 4 J 0 27069 0 D 7742104 D Common Stock 2004-04-12 4 J 0 30809 0 D 7742104 D The reporting persons consist of (i) Lang H. Gerhard ("Gerhard"), manager of Estero Partners, LLC, sole shareholder of West Highland Capital, Inc., and a general partner of West Highland Partners, L.P.; (ii) West Highland Capital, Inc. ("WHC"), a registered investment adviser and general partner of West Highland Partners, L.P.; (iii) Estero Partners, LLC ("Estero"), a general partner of West Highland Partners, L.P., and (iv) West Highland Partners, L.P. ("WHP"), an investment limited partnership of which Gerhard, WHC and Estero are the general partners. Gerhard, WHC and Estero disclaim membership in a group with any other person within the meaning of Rule 13d-5(b)(i) and Rule 16a-1(a)(1) under the Exchange Act. WHP is filing jointly and disclaims membership in a group with any person within the meaning of Rule 13d-5(b)(i) and Rule 16a-1(a)(1) under the Exchange Act. Sales on April 7, 8 and 12 were by WHP. Distributions in kind from WHP to two of its limited partners. After the transactions reported on this form, each of WHC and Gerhard beneficially owned 8,656,627 shares indirectly, and the number of shares beneficially owned by WHP (directly) and Estero (indirectly) was 7,742,104. WHP disclaims beneficial ownership of the securities with respect to which its ownership is reported. Each of Gerhard, Estero and WHC disclaims beneficial ownership of the securities he or it beneficially owns, except to the extent, if any, of his or its pecuniary interest therein. The zeros in the table are placeholders only that are required by the EDGAR software and should be disregarded. There was no price because the shares were distributed in kind. West Highland Capital, Inc. By Bonnie George, Chief Operating Officer 2004-04-12 Lang H. Gerhard By West Highland Capital, Inc., Attorney-in-Fact By Bonnie George, COO 2004-04-12 Estero Partners, LLC By West Highland Capital, Inc., Attorney-in-Fact By Bonnie George, COO 2004-04-12 West Highland Partners, L.P. By West Highland Capital, Inc., General Partner By Bonnie George, COO 2004-04-12 -----END PRIVACY-ENHANCED MESSAGE-----