-----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, E89peUlZ+xx2VUJgequ7FxqJ9JV77lULLt16V9ZsjP6kLbZgC6zqQuqdwJTeHXA1 w1DY9ls/RPOj085jmRJ9Sw== 0000921530-06-000399.txt : 20061120 0000921530-06-000399.hdr.sgml : 20061120 20061120153237 ACCESSION NUMBER: 0000921530-06-000399 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20061120 DATE AS OF CHANGE: 20061120 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: XO HOLDINGS INC CENTRAL INDEX KEY: 0001111634 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 541983517 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-59237 FILM NUMBER: 061229742 BUSINESS ADDRESS: STREET 1: 11111 SUNSET HILLS ROAD CITY: RESTON STATE: VA ZIP: 20190 BUSINESS PHONE: 7035472000 MAIL ADDRESS: STREET 1: 11111 SUNSET HILLS ROAD CITY: RESTON STATE: VA ZIP: 20190 FORMER COMPANY: FORMER CONFORMED NAME: XO COMMUNICATIONS INC DATE OF NAME CHANGE: 20001024 FORMER COMPANY: FORMER CONFORMED NAME: NEXTLINK COMMUNICATIONS INC/NEW DATE OF NAME CHANGE: 20000622 FORMER COMPANY: FORMER CONFORMED NAME: NM ACQUISITION CORP DATE OF NAME CHANGE: 20000411 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Allegiance Telecom Liquidating Trust CENTRAL INDEX KEY: 0001300730 IRS NUMBER: 036110431 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1405 SOUTH BELTLINE ROAD STREET 2: SUITE 100 CITY: COPPELL STATE: TX ZIP: 75019 BUSINESS PHONE: (972) 462-5930 MAIL ADDRESS: STREET 1: 1405 SOUTH BELTLINE ROAD STREET 2: SUITE 100 CITY: COPPELL STATE: TX ZIP: 75019 SC 13D/A 1 allegiance_13da-1106.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A (Rule 13d-102) 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)* XO HOLDINGS, INC. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.01 par value per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 98417K106 - -------------------------------------------------------------------------------- (CUSIP Number) Ira S. Dizengoff, Esq. - -------------------------------------------------------------------------------- Akin Gump Strauss Hauer & Feld LLP 590 Madison Avenue New York, New York 10022 (212) 872-1000 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 14, 2006 - -------------------------------------------------------------------------------- (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 ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-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 ss.240.13d-7, for other parties to whom copies are to be sent. * 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 disclosures provided in a prior cover page. 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 ("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 4 CUSIP No. 98417K106 13D/A Page 2 of 4 Pages 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Allegiance Telecom Liquidating Trust 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS 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 7 SOLE VOTING POWER SHARES 13,020,000 BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH 0 REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 13,020,000 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,020,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.2% 14 TYPE OF REPORTING PERSON OO Page 3 of 4 Pages This Amendment No. 2 to Schedule 13D (this "Amendment") is being filed on behalf of Allegiance Telecom Liquidating Trust (the "Trust"), and relates to shares of common stock, $.01 par value per share (the "Shares") of XO Holdings, Inc. (the "Issuer"), held for the account of the Trust. This Amendment modifies the original Schedule 13D filed with the Securities and Exchange Commission (the "Commission") on September 7, 2004 (the "Schedule 13D"). Capitalized terms used in this Amendment but not otherwise defined shall have the meanings ascribed to them in the Schedule 13D. Except as provided herein, this Amendment does not modify any of the information previously reported in the Schedule 13D. Item 5. Interest in Securities of the Issuer. Item 5 of the Schedule 13D is hereby amended and restated as follows: According to information filed by the Issuer with the Commission in its most recent quarterly report on Form 10-Q, the number of Shares outstanding was 182,001,285 as of November 3, 2006. (a) The Trust may be deemed to be the beneficial owner of the 13,020,000 Shares (approximately 7.2% of the total number of Shares outstanding) held for the account of the Trust. Each of the individuals listed on Annex A disclaims beneficial ownership of the Shares held for the account of the Trust. (b) The Trust may be deemed to have sole power to direct the voting and disposition of the 13,020,000 Shares held for the account of the Trust. (c) Transactions in the Shares by the Trust during the past sixty (60) days:
Date of Transaction Nature of Transaction Number of Shares Price Per Share - ------------------- -------------------------- -------------------- --------------- November 14, 2006 Open market sale of Shares 10,000,000 $4.25
(d) The Beneficiaries of the Trust have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held for the account of the Trust in accordance with their beneficial interests in the Trust. (e) Not applicable. Page 4 of 4 Pages SIGNATURES 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. Date: November 20, 2006 ALLEGIANCE TELECOM LIQUIDATING TRUST By: /s/ Eugene I. Davis ------------------------------- Name: Eugene I. Davis Title: Plan Administrator -----END PRIVACY-ENHANCED MESSAGE-----