0000919574-05-000102.txt : 20120703
0000919574-05-000102.hdr.sgml : 20120703
20050118170058
ACCESSION NUMBER: 0000919574-05-000102
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20050118
DATE AS OF CHANGE: 20050118
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: PENINSULA INVESTMENT PARTNERS LP
CENTRAL INDEX KEY: 0001130325
IRS NUMBER: 000000000
FILING VALUES:
FORM TYPE: SC 13D/A
BUSINESS ADDRESS:
STREET 1: 404B EAST MAIN ST.
STREET 2: 2ND FL.
CITY: CHARLOTTESVILLE
STATE: VA
ZIP: 22902
MAIL ADDRESS:
STREET 1: 404B EAST MAIN ST.
STREET 2: 2ND FL.
CITY: CHARLOTTESVILLE
STATE: VA
ZIP: 22902
FORMER COMPANY:
FORMER CONFORMED NAME: PENINSULA PARTNERS LP
DATE OF NAME CHANGE: 20001220
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: FIRST AVENUE NETWORKS INC
CENTRAL INDEX KEY: 0001010286
STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812]
IRS NUMBER: 521869023
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-49879
FILM NUMBER: 05534291
BUSINESS ADDRESS:
STREET 1: 230 COURT SQUARE
STREET 2: SUITE 202
CITY: CHARLOTTESVILLE
STATE: VA
ZIP: 22902
BUSINESS PHONE: 434 220 4988
MAIL ADDRESS:
STREET 1: 230 COURT SQUARE
STREET 2: SUITE 202
CITY: CHARLOTTESVILLE
STATE: VA
ZIP: 22902
FORMER COMPANY:
FORMER CONFORMED NAME: ADVANCED RADIO TELECOM CORP
DATE OF NAME CHANGE: 19960503
SC 13D/A
1
d536623_13d-a.txt
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------------
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 2)
First Avenue Networks, Inc.
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.001
--------------------------------------------------------------------------------
(Title of Class of Securities)
31865X106
--------------------------------------------------------------------------------
(CUSIP Number)
R. Ted Weschler
Peninsula Investment Partners, L.P.
(f/k/a Peninsula Capital Partners, L.P.)
404 B East Main Street
Charlottesville, VA 22902
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 14, 2005
--------------------------------------------------------------------------------
(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [_].
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7 for other
parties to whom copies are to be sent.
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 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. 31865X106
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Peninsula Investment Partners, L.P.
(f/k/a Peninsula Capital Partners, L.P.)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
6,710,550
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
6,710,550
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,710,550
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.0%
14. TYPE OF REPORTING PERSON
PN
CUSIP No. 31865X106
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Peninsula Capital Advisors, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
3. SEC USE ONLY
4. SOURCE OF FUNDS
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
6,710,550
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
6,710,550
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,710,550
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.0%
14. TYPE OF REPORTING PERSON
OO
CUSIP No. 38165X106
---------------------
--------------------------------------------------------------------------------
Item 1. Security and Issuer.
The name of the issuer is First Avenue Networks, Inc., a Delaware
corporation (the "Company") with its principal office located at 230 Court
Square, Suite 202, Charlottesville, VA 22902. This Schedule 13D amendment
relates to the common stock, par value $0.001 (the "Common Stock") of the
Company.
--------------------------------------------------------------------------------
Item 2. Identity and Background.
This amendment to Schedule 13D is being filed by Peninsula Investment
Partners, L.P. (f/k/a Peninsula Capital Partners, L.P.) ("Partners"), which does
business under the name "Peninsula Partners, LP," and its investment manager,
Peninsula Capital Advisors, LLC ("Advisors") (together with Partners, the
"Reporting Persons"), with respect to the Common Stock of the Company. Mr. R.
Ted Weschler is the sole managing member of Advisors and is responsible for
making investment decisions with respect to Advisors and Partners. Each of Mr.
Weschler and Advisors may be deemed to be a beneficial owner of the reported
shares but disclaims beneficial ownership in the shares owned by Partners except
to the extent of any pecuniary interest therein.
The business address of each of the Reporting Persons is 404B East Main
Street, Charlottesville, VA 22902.
The principal business of Partners is to invest in securities. Partners is
a Delaware limited partnership.
The principal business of Advisors is to serve as investment advisor to
Partners. Advisors is a Delaware limited liability company.
Neither Partners, Advisors, nor any of their officers or directors has,
during the last five years: (i) been convicted in any criminal proceeding; or
(ii) been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction that resulted in a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
--------------------------------------------------------------------------------
Item 3. Source and Amount of Funds or Other Consideration.
First Avenue Networks, Inc. (f/k/a Advanced Radio Telecom Corp.) (the
"Company") filed a voluntary petition with the United States Bankruptcy Court
(the "Bankruptcy Court") for protection under Chapter 11 of the United States
Code on April 20, 2001. On October 31, 2001, the Bankruptcy Court approved the
Company's Plan of Reorganization (the "Plan"). On December 20, 2001, the Plan
was effective and the Company emerged from proceedings under Chapter 11 of the
Bankruptcy Code. Under the Plan, the Company issued 20 million shares of new
common stock. Each holder of an unsecured claim, including Partners, received
its pro rata share of 19 million shares of the new common stock. An additional 1
million shares of the new common stock were issued to holders of the existing
preferred stock of the Company. An additional 4 million Class A Warrants were
also issued.
Partners acquired 4,836,603 shares of Common Stock and warrants to purchase
an additional 1,693,189 shares of Common Stock. Partners had originally
purchased bonds offered by the Company under its previous name, Advanced Radio
Telecom Corp. Partners subsequently purchased an additional 385,758 shares of
Common Stock in open market transactions and sold 205,000 shares of Common Stock
in open market transactions. No borrowed funds were used to purchase the Common
Stock, other than any borrowed funds used for working capital purposes in the
ordinary course of business.
On December 14, 2004, the Company announced that it had completed a private
placement pursuant to which it issued 12,870,000 shares of Common Stock. The
Reporting Persons did not purchase any Common Stock in the private placement. In
addition, on January 14, 2005, the Company completed a transaction with
Teligent, Inc. in which the Company acquired substantially all of the assets and
fixed broadband wireless operations of Teligent, Inc. In consideration for these
assets, the Company issued 25,194,647 shares of Common Stock to Teligent, Inc.
(as well as warrants to purchase an additional 2,519,464 shares of Common
Stock). The Reporting Persons did not receive any shares of Common Stock in
connection with this transaction. As a result of both transactions, the
Reporting Persons' percentage beneficial ownership of the Common Stock (but not
the number of shares of Common Stock owned by the Reporting Persons) has
declined.
--------------------------------------------------------------------------------
Item 4. Purpose of Transaction.
Partners acquired the shares of Common Stock as an investment and in the
ordinary course of business. Notwithstanding the foregoing, R. Ted Weschler,
Managing Member of Advisors, is a member of the Board of Directors of the
Company and as such has regular discussions with the management of the Company.
In an effort to protect their investment, as well as to maximize
shareholder value, the Reporting Persons may acquire additional shares, dispose
of all or some of these shares from time to time, in each case in open market or
private transactions, block sales or purchases or otherwise, or may continue to
hold the shares, depending on business and market conditions, its continuing
evaluation of the business and prospects of the Issuer and other factors.
The Reporting Persons may also engage in and may plan for their engagement
in:
(1) the acquisition of additional shares of the Company, or the
disposition of shares of the Company;
(2) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company;
(3) a sale or transfer of a material amount of assets of the Company;
(4) any change in the present board of directors or management of the
Company, including any plans or proposals to change the number or term
of directors or to fill any existing vacancies on the board;
(5) any material change in the present capitalization or dividend policy
of the Company;
(6) any other material change in the Company's business or corporate
structure;
(7) changes in the Company's charter, by-laws or instruments corresponding
thereto or other actions which may impede the acquisition of control
of the Company by any person;
(8) causing a class of securities of the Company to be delisted from a
national securities exchange or to cease to be authorized to be quoted
on an inter-dealer quotation system of a registered national
securities association;
(9) a class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act;
and/or
(10) any action similar to those enumerated above.
Any future decision of the Reporting Persons to take any such actions with
respect to the Issuer or its securities will take into account various factors,
including the prospects of the Company, general market and economic conditions
and other factors deemed relevant.
--------------------------------------------------------------------------------
Item 5. Interest in Securities of the Issuer.
On December 14, 2004, the Company announced that it had completed a private
placement pursuant to which it issued 12,870,000 shares of Common Stock. In
addition, on January 14, 2005, the Company completed a transaction with
Teligent, Inc. in which the Company acquired substantially all of the assets and
fixed broadband wireless operations of Teligent, Inc. In consideration for these
assets, the Company issued 25,194,647 shares of Common Stock to Teligent, Inc.
(as well as warrants to purchase an additional 2,519,464 shares of Common
Stock). As a result of both transactions, the Reporting Persons' percentage
beneficial ownership of the Common Stock (but not the number of shares of Common
Stock owned by the Reporting Persons) has declined.
As of the date hereof, each of the Reporting Persons is deemed to be the
beneficial owner of 6,710,550 shares (including warrants to purchase 1,693,053
shares of Common Stock) of Common Stock of the Company. Based on the Company's
latest Form 10-Q (dated as of the nine month period ending September 30, 2004),
there was a total of 21,288,016 Shares outstanding. The addition of the
12,870,000 shares issued pursuant to the private placement and the 25,194,647
shares issued pursuant to the purchase transaction with Teligent, Inc., each as
described above, equals a total of 59,352,663 shares outstanding as of January
14, 2005. Therefore, each of the Reporting Persons is deemed to beneficially own
11.0%(1) of the outstanding Shares. Each of the Reporting Persons has the shared
power to vote, direct the vote, dispose of or direct the disposition of all
6,710,550 of the shares.
--------
(1) Calculated based on a total of 61,045,852 shares outstanding only as
regards the Reporting Persons (59,352,663 shares outstanding plus warrants
owned by the Reporting Persons to purchase 1,693,189 shares).
There have been no transactions by the Reporting Persons in the Common
Stock during the past 60 days.
--------------------------------------------------------------------------------
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
N/A
--------------------------------------------------------------------------------
Item 7. Material to be Filed as Exhibits.
A Joint Filing Agreement on behalf of the Reporting Persons is filed
herewith as Exhibit A.
--------------------------------------------------------------------------------
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
PENINSULA INVESTMENT PARTNERS, L.P.
By: Peninsula Capital
Appreciation, LLC
General Partner
/s/ R. Ted Weschler
By: ___________________
R. Ted Weschler
PENINSULA CAPITAL ADVISORS, LLC
/s/ R. Ted Weschler
By: __________________
R. Ted Weschler, Managing Member
DATE: January 18, 2005
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).
Exhibit A
JOINT FILING AGREEMENT
The undersigned agree that this Amendment No. 2 to the Schedule 13D dated
January 18, 2005 relating to the Common Stock of the Company shall be filed on
behalf of each of the undersigned.
PENINSULA PARTNERS, L.P.
By: Peninsula Capital
Appreciation, LLC
General Partner
/s/ R. Ted Weschler
By: ___________________
R. Ted Weschler
PENINSULA CAPITAL ADVISORS LLC
/s/ R. Ted Weschler
By: __________________
R. Ted Weschler, Managing Member
03038.0001 #536623