-----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, GM/NMW8HrhZyRFozC4qbMx8Iavw7BjWGIfQanXOMgl7CEvtQji2ujBIFEkSuC7zC vKzfcaDlzy4gBLCIpivJzA== 0001144204-09-008718.txt : 20090217 0001144204-09-008718.hdr.sgml : 20090216 20090217134345 ACCESSION NUMBER: 0001144204-09-008718 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090217 DATE AS OF CHANGE: 20090217 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RCN CORP /DE/ CENTRAL INDEX KEY: 0001041858 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 223498533 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-51715 FILM NUMBER: 09609661 BUSINESS ADDRESS: STREET 1: 196 VAN BUREN STREET CITY: HERNDON STATE: VA ZIP: 20170 BUSINESS PHONE: 7034348200 MAIL ADDRESS: STREET 1: 196 VAN BUREN STREET CITY: HERNDON STATE: VA ZIP: 20170 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: JGD MANAGEMENT CORP /NY CENTRAL INDEX KEY: 0001012670 IRS NUMBER: 133633324 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 767 FIFTH AVENUE, 17TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 2123001300 MAIL ADDRESS: STREET 1: 767 FIFTH AVENUE, 17TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10153 SC 13G/A 1 v140048_sch13ga.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC  20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 6)*

RCN Corporation
(Name of Issuer)

Common Stock, par value $.01 per share
(Title of Class of Securities)

749361200
(CUSIP Number)

December 31, 2008
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

xRule 13d-1(b)

¨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 the disclosures provided in a prior cover page.

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).
 
 
Page 1 of 6 Pages
 

CUSIP No. 749361200
13G
  
1)
NAMES OF REPORTING PERSONS
JGD Management Corp.
2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  
   
(a) ¨
   
(b) x
3)
SEC USE ONLY
  
4)
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
5)  SOLE VOTING POWER
8,344,398
SHARES
  
BENEFICIALLY
6)  SHARED VOTING POWER
-0-
OWNED BY
  
EACH
7)  SOLE DISPOSITIVE POWER
8,344,398
REPORTING
  
PERSON WITH
8)  SHARED DISPOSITIVE POWER
-0-
9)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,344,398
10)
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨
11)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
  
     
 
Approximately 22.3%
  
12)
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
 
 
Page 2 of 6 Pages
 
 
Item 1(a).
Name of Issuer:
RCN Corporation
Item 1(b).
Address of Issuer’s Principal Executive Offices:
   
 
196 Van Buren Street
 
Herndon, Virginia  20170
Item 2(a).
Name of Person Filing:
   
 
This Schedule is being filed by JGD Management Corp. (“JGD”), a Delaware corporation, with respect to 1,130,164 shares of Common Stock directly owned by York Capital Management, L.P. (“York Capital”), a Delaware limited partnership; 2,937,459 shares of Common Stock directly owned by York Investment Limited (“York Investment”), a corporation organized under the laws of the Commonwealth of The Bahamas; 933,974 shares of Common Stock directly owned by York Select, L.P. (“York Select”), a Delaware limited partnership; 545,730 shares of Common Stock directly owned by York Credit Opportunities Fund, L.P. (“York Credit Opportunities”), a Delaware limited partnership; 1,078,939 shares of Common Stock directly owned by York Select Unit Trust (“York Select Trust”), a trust organized under the laws of the Cayman Islands; 121,299 shares of Common Stock directly owned by York Global Value Partners, L.P. (“York Global Value”), a Delaware limited partnership; 22,548 shares of Common Stock directly owned by York Long Enhanced Fund, L.P. (“York Long Enhanced”), a Delaware limited partnership; 1,180,434 shares of Common Stock directly owned by York Credit Opportunities Unit Trust (“York Unit Trust”), a trust organized under the laws of the Cayman Islands; and 393,851 shares of Common Stock directly owned by certain other accounts (the “Managed Accounts”).
   
 
The general partners of York Capital, York Select, York Credit  Opportunities, York Global Value and York Long Enhanced and the managers of York Investment, York Select Trust and York Unit Trust have delegated certain management and administrative duties of such investment funds to JGD.  In addition, JGD manages the Managed Accounts.  Accordingly, JGD may be deemed to have beneficial ownership over the shares of Common Stock reported in this Schedule.
Item 2(b).
Address of Principal Business Office or, if None, Residence:
   
 
The principal business office address of JGD is:
   
 
c/o York Capital Management
 
767 Fifth Avenue, 17th Floor
 
New York, New York 10153
 
 
Page 3 of 6 Pages
 
 
Item 2(c).
Citizenship:
   
 
The place of organization of JGD is Delaware.
Item 2(d).
 Title of Class of Securities:
Common Stock, par value $.01 per share
Item 2(e).
CUSIP Number:
749361200
Item 3.
If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

(a)
¨ Broker or dealer registered under section 15 of the Act (15 U.S.C.78o).
(b)
¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)
¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d)
¨ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
(e)
x An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f)
¨ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g)  
¨ A parent holding company or control person in accordance with§240.13d-1(b)(1)(ii)(G);
(h)
¨ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
¨ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
¨ A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
(k)
¨ Group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____________.
 
Item 4.
Ownership.
   
 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 
(a) Amount beneficially owned:
8,344,398
     
 
(b) Percent of class:
22.3%
 
Page 4 of 6 Pages
 
 
(c) Number of shares as to which the person has:
  

 
(i) Sole power to vote or to direct the vote
8,344,398
     
 
(ii) Shared power to vote or to direct the vote
-0-
     
 
(iii) Sole power to dispose or to direct the disposition of
8,344,398
     
 
(iv) Shared power to dispose or to direct the disposition of
-0-
 
  The number of shares beneficially owned and the percentage of outstanding shares represented thereby for JGD have been computed in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended. The percentage of ownership described above is based on 37,448,680 shares of Common Stock outstanding as of October 31, 2008, as reported in the issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 4, 2008.
Item 5.
Ownership of Five Percent or 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 ¨.
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
 
 
 
The right to receive dividends from, or the proceeds from the sale of, all shares of Common Stock reported in this statement as beneficially owned by JGD is held by York Capital, York Investment, York Select, York Credit Opportunities, York Select Trust, York Global Value, York Long Enhanced, York Unit Trust or the Managed Accounts, as the case may be, all of which are the advisory clients of JGD. JGD itself disclaims beneficial ownership of all shares of Common Stock reported in this statement pursuant to Rule 13d-4 under the Securities Exchange Act of 1934, as amended.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
   
 
Not Applicable.
Item 8.
Identification and Classification of Members of the Group.
   
 
Not Applicable.
Item 9.
Notice of Dissolution of Group.
   
 
Not Applicable.
 
Page 5 of 6 Pages
 
 
Item 10.
Certification.
   
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.
 
SIGNATURE

After reasonable inquiry and to the best of the knowledge and belief of the undersigned Reporting Person, the undersigned Reporting Person certifies that the information set forth in this statement is true, complete and correct.
 
Dated: February 17, 2009
  
 
JGD MANAGEMENT CORP.
   
 
By:
/s/ Adam J. Semler
 
Adam J. Semler
 
Chief Financial Officer
 
 
Page 6 of 6 Pages
 
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