SC 13G/A 1 schedule_13g-a.txt SCHEDULE 13G/A-FLEET VENTURE RESOURCES, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 Choice One Communications, Inc. ------------------------------- (Name of Issuer) Common Stock ------------ (Title of Class of Securities) 17038P104 --------- (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) [ ] Rule 13d-1(c) [X] Rule 13d-1(d) 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). SCHEDULE 13G CUSIP No. 17038P104 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Fleet Venture Resources, Inc. TIN#: 05-0315508 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Rhode Island 5. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER None. 6. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED VOTING POWER. 1,211,598 7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE DISPOSITIVE POWER. None. 8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED DISPOSITIVE POWER. 1,211,598 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON. 1,211,598 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 2.75% 12. TYPE OF REPORTING PERSON CO SCHEDULE 13G CUSIP No. 17038P104 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Fleet Equity Partners VI, L.P. TIN#: 05-0481063 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER None. 6. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED VOTING POWER. 519,262 7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE DISPOSITIVE POWER. None. 8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED DISPOSITIVE POWER. 519,262 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON. 519,262 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.18% 12. TYPE OF REPORTING PERSON PN SCHEDULE 13G CUSIP No. 17038P104 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Silverado IV Corp. TIN#: 05-0481110 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER None. 6. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED VOTING POWER. 519,262 7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE DISPOSITIVE POWER. None. 8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED DISPOSITIVE POWER. 519,262 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON. 519,262 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.18% 12. TYPE OF REPORTING PERSON CO SCHEDULE 13G CUSIP No. 17038P104 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Chisholm Partners III, L.P. TIN#: 05-0491430 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[X] (b)[ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER None. 6. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED VOTING POWER. 439,030 7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE DISPOSITIVE POWER. None. 8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED DISPOSITIVE POWER. 439,030 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON. 439,030 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.00% 12. TYPE OF REPORTING PERSON PN SCHEDULE 13G CUSIP No. 17038P104 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Silverado III Corp. TIN#: 05-0488882 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER None. 6. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED VOTING POWER. 1,650,628 7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE DISPOSITIVE POWER. None. 8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED DISPOSITIVE POWER. 1,650,628 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON. 1,650,628 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.74% 12. TYPE OF REPORTING PERSON CO SCHEDULE 13G CUSIP No. 17038P104 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Silverado III, L.P. TIN#: 05-0491418 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER None. 6. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED VOTING POWER. 439,030 7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE DISPOSITIVE POWER. None. 8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED DISPOSITIVE POWER. 439,030 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON. 439,030 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES. [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.00% 12. TYPE OF REPORTING PERSON PN SCHEDULE 13G CUSIP No. 17038P104 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Kennedy Plaza Partners TIN#: 05-0489106 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Rhode Island 5. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER None. 6. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED VOTING POWER. 25,268 7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE DISPOSITIVE POWER. None. 8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED DISPOSITIVE POWER. 25,268 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON. 25,268 11. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.06% 12. TYPE OF REPORTING PERSON PN SCHEDULE 13G CUSIP No. 17038P104 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Robert M. Van Degna 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION United States of America 5. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER 6,250 6. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED VOTING POWER. 2,195,158 7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE DISPOSITIVE POWER. 6,250 8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED DISPOSITIVE POWER. 2,195,158 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON. 2,201,408 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.99% 12. TYPE OF REPORTING PERSON* IN SCHEDULE 13G CUSIP No. 17038P104 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Habib Y. Gorgi 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[X] (b)[ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION United States of America 5. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER None 6. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED VOTING POWER. 2,195,158 7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE DISPOSITIVE POWER. None 8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED DISPOSITIVE POWER. 2,195,158 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON. 2,195,158 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.98% 12. TYPE OF REPORTING PERSON* IN SCHEDULE 13G CUSIP No. 17038P104 Item 1) Name of Issuer: Choice One Communications, Inc. Item 1b) Address of Issuer's Principal Executive Offices: 100 Chestnut Street Rochester, NY 14604-2417 Item 2a) Name of Persons Filing: 1) Fleet Venture Resources, Inc. 2) Fleet Equity Partners VI, L.P. 3) Silverado IV Corp. 4) Chisholm Partners III, L.P. 5) Silverado III Corp. 6) Silverado III, L.P. 7) Kennedy Plaza Partners 8) Robert M. Van Degna 9) Habib Y. Gorgi Item 2b) Principal Business Office for entities 1-7 and the business address for individuals 8 and 9 listed above: 50 Kennedy Plaza Providence, RI 02903 Item 2c) Citizenship: as cited in Item 2a): 1) RI Corporation 2) DE Partnership 3) DE Corporation 4) DE Partnership 5) DE Corporation 6) DE Partnership 7) RI Partnership 8) United States citizen 9) United States citizen Item 2d) Class of Securities: Common Stock Item 2e) CUSIP Number: 17038P104 --------- Item 3) Not Applicable SCHEDULE 13G CUSIP No. 17038P104 Item 4) Ownership Fleet Venture Resources, Inc.(FVR) owns of record 1,211,598 shares of Common Stock. Fleet Equity Partners VI, L.P. (FEPVI) owns of record 519,262 shares of Common Stock. Chisholm Partners III, L.P. (CP3) owns of record 439,030 shares of Common Stock. Kennedy Plaza Partners (KPP) owns of record 25,268 shares of Common Stock Robert Van Degna owns of record options to purchase 6,250 shares of Common Stock that are exercisable within 60 days. The above entities in aggregate: (a) Amount beneficially owned: 2,201,408 shares of Common Stock (b) Percent of Class: 4.99% (c) Number of shares as to which group members have: (i) Sole power to vote or direct the vote: 6,250 (ii) Shared power to vote or direct the vote: 2,195,158 (iii) Sole power to dispose or to direct the disposition of: 6,250 (iv) Shared power to dispose or to direct the disposition of: 2,195,158 Pursuant to an agreement dated June 30, 2000, among FleetBoston Financial Corporation ("FBF"), Silverado IV Corp. (S4C), Silverado III Corp. (S3C), Robert M. Van Degna, Habib Y. Gorgi and certain other parties (the "Management Agreement"), S4C were given sole voting and investment power over the Common Stock owned by FEP VI. Messrs. Van Degna and Gorgi control S4C, and thus may be deemed to possess indirect beneficial ownership of the shares of Common Stock deemed beneficially held by FEP VI. Pursuant to the Management Agreement, S3C was given sole voting and investment power over the Common Stock owned by FVR. Messrs. Van Degna and Gorgi control S3C, and thus may be deemed to possess indirect beneficial ownership of the shares of Common Stock deemed beneficially held by FVR. Silverado III, L.P. (S3LP) is the general partner of CP3, and thus may be deemed to possess indirect beneficial ownership of the shares of Common Stock deemed beneficially held by CP3. S3C is the general partner of S3LP, and thus may be deemed to possess indirect beneficial ownership of the shares of Common Stock deemed beneficially held by CP3. Messrs. Van Degna and Gorgi control S3C, and thus may be deemed to possess indirect beneficial ownership of the shares of Common Stock deemed beneficially held by CP3. Robert M. Van Degna and Habib Y. Gorgi are Managing General Partners of KPP , and thus may be deemed to possess indirect beneficial ownership of the shares of Common Stock deemed beneficially held by KPP. Mr. Van Degna also owns 6,250 vested Non-Employee Director Stock Options convertible into Common Stock. SCHEDULE 13G CUSIP No. 17038P104 Item 5) Ownership of Five Percent of 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. [x] Item 6) Not Applicable Item 7) Not Applicable Item 8) See Exhibit A Item 9) Not Applicable Item 10) Not Applicable SCHEDULE 13G CUSIP No. 17038P104 EXHIBIT A Identification and Classification of Members of the Group: Fleet Venture Resources, Inc. CO Fleet Equity Partners VI, L.P. PN Silverado IV Corp. CO Chisholm Partners III, L.P. PN Silverado III Corp. CO Silverado III, L.P. PN Kennedy Plaza Partners PN Robert M. Van Degna IN Habib Y. Gorgi IN SCHEDULE 13G CUSIP No. 17038P104 SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. February 13, 2004 FLEET VENTURE RESOURCES, INC. /s/ Robert M. Van Degna -------------------------------------------- By Robert M. Van Degna As Attorney-In-Fact Granted 8/4/00 SCHEDULE 13G CUSIP No. 17038P104 SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. February 13, 2004 Fleet Equity Partners VI, L.P. /s/ Robert M. Van Degna ---------------------------------------------- By Robert M. Van Degna Chairman, CEO & Treasurer, Silverado IV Corp., A General Partner, Fleet Equity Partners VI, L.P. SCHEDULE 13G CUSIP No. 17038P104 SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. February 13, 2004 SILVERADO IV CORP. /s/ Robert M. Van Degna ---------------------------------------------- By Robert M. Van Degna Chairman, CEO & Treasurer SCHEDULE 13G CUSIP No. 17038P104 SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. February 13, 2004 CHISHOLM PARTNERS III, L.P. /s/ Robert M. Van Degna ---------------------------------------------- By Robert M. Van Degna Chairman & CEO, Silverado III Corp. General Partner, Silverado III, L.P. General Partner, Chisholm Partners III, L.P. SCHEDULE 13G CUSIP No. 17038P104 SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. February 13, 2004 SILVERADO III CORP. /s/ Robert M. Van Degna ---------------------------------------------- By Robert M. Van Degna Chairman, CEO & Treasurer SCHEDULE 13G CUSIP No. 17038P104 SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. February 13, 2004 Silverado III, L.P. /s/ Robert M. Van Degna ---------------------------------------------- By Robert M. Van Degna Chairman & CEO Silverado III Corp. General Partner Silverado III, L.P. SCHEDULE 13G CUSIP No. 17038P104 SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. February 13, 2004 KENNEDY PLAZA PARTNERS /s/ Robert M. Van Degna ---------------------------------------------- By Robert M. Van Degna Managing General Partner SCHEDULE 13G CUSIP No. 17038P104 SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. February 13, 2004 ROBERT M. VAN DEGNA /s/ Robert M. Van Degna ---------------------------------------------- By Robert M. Van Degna SCHEDULE 13G CUSIP No. 17038P104 SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. February 13, 2004 HABIB Y. GORGI /s/ Habib Y. Gorgi ---------------------------------------------- By Habib Y. Gorgi