-----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, U1AdYuhiwtg4OQHuGwaWDrewtBmMlBLYI33japFxsLn+PNrXqP9/qIk0/N8oSyNx lVyYZSpKo6aw7KBqp568PA== 0000942708-97-000012.txt : 19970310 0000942708-97-000012.hdr.sgml : 19970310 ACCESSION NUMBER: 0000942708-97-000012 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970307 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ADVANCED RADIO TELECOM CORP CENTRAL INDEX KEY: 0001010286 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 531348016 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-49879 FILM NUMBER: 97552672 BUSINESS ADDRESS: STREET 1: 500 108TH AVE NE STREET 2: SUITE 2600 CITY: BELLEVUE STATE: WA ZIP: 98004 BUSINESS PHONE: 2066888700 MAIL ADDRESS: STREET 1: 500 108TH AVENUE NE STREET 2: SUITE 2600 CITY: BELLEVUE STATE: WA ZIP: 98004 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COMMCO L L C CENTRAL INDEX KEY: 0001035223 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 4513 PIN OAK COURT CITY: SIOUX FALLS STATE: SD ZIP: 57103 BUSINESS PHONE: 6055823771 MAIL ADDRESS: STREET 1: 4313 PIN OAK COURT CITY: SIOUX FALLS STATE: SD ZIP: 57103 SC 13D 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ______________ SCHEDULE 13D Under the Securities Exchange Act of 1934 Advanced Radio Telecom Corp. (Name of Issuer) Common Stock, $.001 par value (Title of class of securities) 00743U-10-1 (CUSIP number) Scott B. Anderson Davenport, Evans, Hurwitz & Smith, L.L.P. 513 South Main Avenue Post Office Box 1030 Sioux Falls, South Dakota 57101-1030 (605) 336-2880 (Name, address and telephone number of person authorized to receive notices and communications) February 25, 1997 (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with the statement [X]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) (Continued on following pages) (Page 1 of 6 Pages) SCHEDULE 13D CUSIP NO. 00743U-10-1 13D PAGE 2 OF 7 PAGES 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Commco, L.L.C. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER SHARES 2,794,386 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH 9 SOLE DISPOSITIVE POWER REPORTING 2,794,386 PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT OF BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,794,386 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.3% 14 TYPE OF REPORTING PERSON* OO SCHEDULE 13D CUSIP NO. 00743U-10-1 13D PAGE 3 OF 7 PAGES 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Rosemarie A. Reardon 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF 7 SOLE VOTING POWER SHARES 2,794,386 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH 9 SOLE DISPOSITIVE POWER REPORTING 2,794,386 PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT OF BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,794,386 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.3% 14 TYPE OF REPORTING PERSON* IN Page 4 of 7 Pages Schedule 13D Commco, L.L.C. Rosemarie A. Reardon ADVANCED RADIO TELECOM CORP. (CUSIP NO. 00743U-10-1) ITEM 1. SECURITY AND ISSUER This statement relates to the common stock, par value $.001 per share (the "Common Stock"), of Advanced Radio Telecom Corp., a Delaware corporation (the "Issuer"). The principal executive offices of the Issuer are located at 500 108th Avenue, N.E., Suite 2600, Bellevue, Washington 98004. ITEM 2. IDENTITY AND BACKGROUND (a) This statement is filed with respect to Commco, L.L.C., a Delaware limited liability company ("Commco"), and Rosemarie A. Reardon ("Reardon"). Each of Commco and Reardon are referred to herein as a "Reporting Person" and collectively as the "Reporting Persons." By virtue of her position as the controlling member of Commco, Reardon has the power to vote and dispose of the Common Stock held by Commco. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D. (b) The principal business address of each Reporting Person is 4513 Pin Oak Court, Sioux Falls, South Dakota 57103. (c) The principal business of Commco is telecommunications. Reardon is a business person and an individual investor who is the controlling member of Commco. (d) Neither Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Neither Reporting Person has, during the past five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which 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 a finding of any violation with respect to such laws. (f) Reardon is a United States citizen. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION On July 3, 1996, the Issuer entered into an agreement (the "CommcoCCC Agreement") to acquire 129 38 GHz wireless broadband authorizations (the "Assets") from CommcoCCC, Inc. ("CommcoCCC") in exchange for 6,000,000 shares of Common Stock of the Issuer. On February 25, 1997, the CommcoCCC Agreement Page 5 of 7 Pages Schedule 13D Commco, L.L.C. Rosemarie A. Reardon was consummated by the transfer of the Assets in exchange for the issuance of 6,000,000 shares of Common Stock as follows: 2,794,386 shares to Commco; 2,350,310 shares to another shareholder of CommcoCCC, CCC Millimeter; and 855,304 shares to another shareholder of CommcoCCC, Columbia Millimeter. Reardon does not directly own any shares of Common Stock; however, by virtue of her position as the controlling member of Commco, Reardon has the power to vote and dispose of the Common Stock held by Commco. In addition, in connection with certain bridge financings, the Issuer issued to Commco and Columbia Capital Corporation (the general partner of CCC Millimeter) five-year warrants to purchase 116,364 shares of Common Stock, all at an exercise price of $17.1875 per share ($15.00 after giving effect to anti-dilution adjustments). Of such warrants, Commco owns warrants for 54,191 shares. ITEM 4. PURPOSE OF TRANSACTION Each Reporting Person acquired the shares of Common Stock for investment purposes. Although no Reporting Person presently has any plans or proposals to acquire additional securities of the Issuer in the future, each Reporting Person may acquire additional securities of the Issuer in the future. No Reporting Person presently has any plans or proposals which relate to or would result in any of the transactions described in paragraphs (a) through (j) of Item 4 of Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) Commco currently beneficially owns 2,794,386 shares of the Issuer's Common Stock, representing approximately 14.3% of the currently outstanding shares of Common Stock. Reardon may be deemed to beneficially own 2,794,386 shares of the Issuer's Common Stock, representing approximately 14.3% of the currently outstanding shares of Common Stock. In addition, Commco owns warrants to purchase 54,191 shares of Common Stock. The aggregate percentage of shares of Common Stock reported owned by each Reporting Person is based upon 19,559,420 shares currently outstanding, as disclosed directly by the Issuer to the Reporting Persons. (b) By virtue of her position as the controlling member of Commco, Reardon has the sole power to vote and dispose of all 2,794,386 shares of Common Stock reported in this Schedule 13D. In addition, Commco owns warrants to purchase 54,191 shares of Common Stock. (c) Not applicable. (d) Not applicable. (e) Not applicable. Page 6 of 7 Pages Schedule 13D Commco, L.L.C. Rosemarie A. Reardon ITEM 6. CONTRACTS, ARRANGEMENT, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. None. ITEM 7. MATERIALS TO BE FILED AS EXHIBITS. 1. Joint Filing Agreement. Page 7 of 7 Pages Schedule 13D Commco, L.L.C. Rosemarie A. Reardon SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. March 6, 1997 (Date) COMMCO, L.L.C. By: /s/ Scott Reardon Its: President /s/ Rosemarie A. Reardon Rosemarie A. Reardon EX-99 2 JOINT FILING AGREEMENT JOINT FILING AGREEMENT In accordance with Rule 13d-1(f)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Schedule 13D with respect to the common stock, par value $.001 per share, of Advanced Radio Telecom Corp., a Delaware corporation, and any further amendments thereto. This Joint Filing Agreement shall be filed as an Exhibit to the Schedule 13D. Dated March 6, 1997 COMMCO, L.L.C. By: /s/ Scott Reardon Its: President /s/ Rosemarie A. Reardon Rosemarie A. Reardon -----END PRIVACY-ENHANCED MESSAGE-----