-----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, H54jCLJ6wWE3gyyiwkYOQ0SI06bULfn4UqYcg8JqT29CS3tv0xRs/lAk0gOcG5Bk SnfOklxIfZ/FldgdT4I1mA== 0001144204-08-044797.txt : 20080808 0001144204-08-044797.hdr.sgml : 20080808 20080808114240 ACCESSION NUMBER: 0001144204-08-044797 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080808 DATE AS OF CHANGE: 20080808 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ABOVENET INC CENTRAL INDEX KEY: 0001043533 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 113168327 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-52465 FILM NUMBER: 081001162 BUSINESS ADDRESS: STREET 1: 360 HAMILTON AVE STREET 2: 1 NORTH LEXINGTON AVE CITY: WHITE PLAINS STATE: NY ZIP: 10601 BUSINESS PHONE: 9144216700 MAIL ADDRESS: STREET 1: 360 HAMILTON AVE STREET 2: 1 NORTH LEXINGTON AVE CITY: WHITE PLAINS STATE: NY ZIP: 10601 FORMER COMPANY: FORMER CONFORMED NAME: METROMEDIA FIBER NETWORK INC DATE OF NAME CHANGE: 19970925 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL FIBER NETWORK INC DATE OF NAME CHANGE: 19970806 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 v122506_sc13ga.htm Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

SCHEDULE 13G

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

AboveNet, Inc.

(Name of Issuer)

Common Shares, par value $.01 per share

(Title of Class of Securities)

00374N107
(CUSIP Number)

August 7, 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)

oRule 13d-1(c)

oRule 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 7 Pages
 

 
CUSIP No. 00374N107
13G
 
1)
NAMES OF REPORTING PERSONS
 
IRS IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
JGD Management Corp.
 
EIN: 13-3633324
2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)  o
 
 
(b)  x
3)
SEC USE ONLY
 
4)
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
 
 
 
 
5)

 
6)
 
 
7)
 
 
8)
 
SOLE VOTING POWER
1,606,052

SHARED VOTING POWER
-0-

SOLE DISPOSITIVE POWER
1,606,052 
SHARED DISPOSITIVE POWER
-0-
9)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,606,052*
10)
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
o
11)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
Approximately  15.0%
12)
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
 
* On August 7, 2008, the Reporting Person entered into a standstill agreement with the issuer. In connection therewith, the issuer has agreed to amend its Rights Agreement, dated as of August 3, 2006 (the “Rights Agreement”), between the issuer and American Stock Transfer & Trust Company to exclude the Reporting Person from the definition of “Acquiring Person” under the Rights Agreement so long as the Reporting Person does not become the beneficial owner of 20% or more of the issuer’s outstanding Common Shares.

Page 2 of 7 Pages
 

 
         
Item 1(a).
 
Name of Issuer:
 
AboveNet, Inc.
Item 1(b).
 
Address of Issuer’s Principal Executive Offices:
         
   
360 Hamilton Avenue
   
White Plains, New York 10601
Item 2(a).
 
Name of Person Filing:
         
   
This Schedule is being filed by JGD Management Corp. (“JGD”), a Delaware corporation, with respect to:
         
   
(i) 122,267 Common Shares (which consist of (a) 103,378 Common Shares and (b) warrants to purchase 18,889 Common Shares) directly owned by York Capital Management, L.P. (“York Capital”), a Delaware limited partnership;
         
   
(ii) 353,537 Common Shares (which consist of (a) 343,900 Common Shares and (b) warrants to purchase 9,637 Common Shares) directly owned by York Investment Limited (“York Investment”), a corporation organized under the laws of the Commonwealth of The Bahamas;
         
   
(iii) 225,024 Common Shares (which consist of (a) 190,780 Common Shares and (b) warrants to purchase 34,244 Common Shares) directly owned by York Select, L.P. (“York Select”), a Delaware limited partnership;
         
   
(iv) 85,332 Common Shares (which consist of (a) 64,811 Common Shares and (b) warrants to purchase 20,521 Common Shares) directly owned by York Credit Opportunities Fund, L.P. (“York Credit Opportunities”), a Delaware limited partnership;
         
   
(v) 253,371 Common Shares (which consist of (a) 202,940 Common Shares and (b) warrants to purchase 50,431 Common Shares) directly owned by York Select Unit Trust (“York Select Trust”), a trust organized under the laws of the Cayman Islands;
         
   
(vi) 147,949 Common Shares (which consist of (a) 138,444 Common Shares and (b) warrants to purchase 9,505 Common Shares) directly owned by York Global Value Partners, L.P. (“York Global Value”), a Delaware limited partnership;
         
   
(vii) 163,876 Common Shares (which consist of (a) 161,821 Common Shares and (b) warrants to purchase 2,055 Common Shares) directly owned by York Enhanced Strategies Fund, LLC (“York Enhanced Strategies”), a Delaware limited liability company;
 
Page 3 of 7 Pages
 

 
   
(viii) 572 Common Shares directly owned by York Long Enhanced Fund, L.P. (“York Long Enhanced”), a Delaware limited partnership; and
     
   
(ix) 183,011 Common Shares (which consist of (a) 138,999 Common Shares and (b) warrants to purchase 44,012 Common Shares) directly owned by York Credit Opportunities Unit Trust (“York Unit Trust”) a trust organized under the laws of the Cayman Islands; and
         
   
(x) 71,113 Common Shares (which consist of (a) 67,272 Common Shares and (b) warrants to purchase 3,841 Common Shares) directly owned by certain other accounts (“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, York Unit Trust and York Enhanced Strategies have delegated certain management and administrative duties of such funds to JGD. In addition, JGD manages the Managed Accounts. Accordingly, JGD may be deemed to have beneficial ownership over the Common Shares 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
Item 2(c).
 
Citizenship:
         
   
The place of organization of JGD is Delaware.
Item 2(d).
 
Title of Class of Securities: Common Shares, par value $.01 per share
Item 2(e).
 
CUSIP Number:
 
00374N107
 
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)
o
 Broker or dealer registered under section 15 of the Act (15 U.S.C.78o).
       
 
 
(b)
o
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 
(c)
o
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c).

 
(d)
o
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);
 
Page 4 of 7 Pages
 

 
 
(f)
o
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 
(g)
o
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

 
(h)
o
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 
(i)
o
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)
o
Group, in accordance with §240.13d-1 (b)(1)(ii)(J).
       
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:  
1,606,052
         
  (b) Percent of class:  
15.0%
         
  (c) Number of shares as to which the person has:    
         
   
(i) Sole power to vote or to direct the vote
 
1,606,052
         
   
(ii) Shared power to vote or to direct the vote
 
-0-
         
   
(iii) Sole power to dispose or to direct the disposition of
 
1,606,052
         
   
(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 an aggregate of approximately 10,627,367 Common Shares, which consist of (i) approximately 10,700,592 Common Shares outstanding as of April 30, 2008, (ii) the number of Common Shares issued to JGD by the issuer as a distribution in connection with the Second Amended Plan of Reorganization of Metromedia Fiber Network, Inc., et al., as amended and (iii) the number of Common Shares issuable to JGD if JGD were to exercise all of its warrants to purchase Common Shares. The number of Common Shares outstanding relied upon was provided by the issuer in its Annual Report on Form 10-K for the year ended December 31, 2006, filed with the Securities and Exchange Commission on May 13, 2008.

Page 5 of 7 Pages
 

 
JGD is filing this Statement on Schedule 13G based on the belief that the Common Shares of the issuer were registered pursuant to the Securities Exchange Act of 1934 by the filing of a Form 8-A on September 8, 2003 and remain so registered. In a Current Report on Form 8-K filed by the issuer on August 2, 2007, the issuer provided audited consolidated financial statements as of December 31, 2003, 2004 and 2005, and for the period from September 8, 2003 to December 31, 2003 and for the years ended December 31, 2004 and 2005 (collectively, the “Audited Historical Financial Statements”); however, the issuer stated “without the disclosure of the Company’s 2006 financial performance and other disclosures that would be required in connection with the Company’s periodic Exchange Act filings, notwithstanding the disclosure of the Audited Historical Financial Statements, the Company does not believe that adequate current public information exists regarding its business and financial condition to support a market in its securities. This Current Report on Form 8-K is an informational filing only and does not bring the Company back into compliance with Exchange Act requirements to file Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K.”
 
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 o.
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 Common Shares 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 Unit Trust, York Global Value, York Enhanced Strategies, York Long Enhanced 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 Common Shares 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.
   
         
   
Not Applicable.
   
Item 8.
 
Identification and Classification of Members of the Group.
   
         
   
Not Applicable.
   
Item 9.
 
Notice of Dissolution of Group.
   
         
   
Not Applicable.
   
 
Page 6 of 7 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 with respect to it is true, complete and correct.

Dated: August 8, 2008
 
 
JGD MANAGEMENT CORP.
   
   
 
By:
/s/ Adam J. Semler
 
 
Chief Financial Officer
 
Page 7 of 7 Pages
 

 
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