-----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, LhHHT4fTiA24RzYfy7ICO3U9Q4GH5XRGbbu73kislMiO9EalqXjdyK3vPnUlGsAA vd9bLc8wv+dp2e3Pg16v0A== 0000935836-05-000004.txt : 20050110 0000935836-05-000004.hdr.sgml : 20050110 20050107183501 ACCESSION NUMBER: 0000935836-05-000004 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050110 DATE AS OF CHANGE: 20050107 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MPOWER HOLDING CORP CENTRAL INDEX KEY: 0001117042 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 522232143 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-59595 FILM NUMBER: 05519286 BUSINESS ADDRESS: STREET 1: 175 SULLY'S TRAIL STREET 2: STE 300 CITY: PITTSFORD STATE: NY ZIP: 14534 BUSINESS PHONE: 5852186550 MAIL ADDRESS: STREET 1: 175 SULLY'S TRAIL STREET 2: STE 300 CITY: PITTSFORD STATE: NY ZIP: 14534 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WEST HIGHLAND CAPITAL INC/LHG/WHP/PB/BP CENTRAL INDEX KEY: 0000904938 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 680152277 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 300 DRAKES LANDING RD SUITE 290 CITY: GREENBRAE STATE: CA ZIP: 94904 BUSINESS PHONE: 4154619453 MAIL ADDRESS: STREET 1: 300 DRAKES LANDING ROAD STREET 2: SUITE 290 CITY: GREENBRAE STATE: CA ZIP: 94904 SC 13G/A 1 mpower2.htm

SEC 1745

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 3)

Mpower Holding Corporation

(Name of Issuer)

Common Stock

(Title of Class of Securities)

62473L309

(CUSIP Number)

December 31, 2004

(Date of Event Which Requires Filing of this Statement)

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

[ X] Rule 13d-1(b)

[ X] 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).

1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

West Highland Capital, Inc.

2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a) __X__

(b) ______

3. SEC Use Only

4. Citizenship or Place of Organization California

Number of Shares Beneficially Owned by Each Reporting Person With	5. Sole Voting Power 0
	6. Shared Voting Power 8,656,627
	7. Sole Dispositive Power 0
	8. Shared Dispositive Power 8,656,627

9. Aggregate Amount Beneficially Owned by Each Reporting Person 8,656,627

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) ______

11. Percent of Class Represented by Amount in Row (9) 9.5%

12. Type of Reporting Person (See Instructions) CO, IA

1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

Lang H. Gerhard

2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a) __X__

(b) ______

3. SEC Use Only

4. Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With	5. Sole Voting Power 0
	6. Shared Voting Power 8,656,627
	7. Sole Dispositive Power 0
	8. Shared Dispositive Power 8,656,627

9. Aggregate Amount Beneficially Owned by Each Reporting Person 8,656,627

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) ______

11. Percent of Class Represented by Amount in Row (9) 9.5%

12. Type of Reporting Person (See Instructions) IN, HC

1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

Estero Partners, LLC

2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a) __X__

(b) ______

3. SEC Use Only

4. Citizenship or Place of Organization California

Number of Shares Beneficially Owned by Each Reporting Person With	5. Sole Voting Power 0
	6. Shared Voting Power 7,742,104
	7. Sole Dispositive Power 0
	8. Shared Dispositive Power 7,742,104

9. Aggregate Amount Beneficially Owned by Each Reporting Person 7,742,104

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) ______

11. Percent of Class Represented by Amount in Row (9) 8.5%

12. Type of Reporting Person (See Instructions) OO

1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

West Highland Partners, L.P.

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 California

Number of Shares Beneficially Owned by Each Reporting Person With	5. Sole Voting Power 0
	6. Shared Voting Power 7,742,104
	7. Sole Dispositive Power 0
	8. Shared Dispositive Power 7,742,104

9. Aggregate Amount Beneficially Owned by Each Reporting Person 7,742,104

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) ______

11. Percent of Class Represented by Amount in Row (9) 8.5%

12. Type of Reporting Person (See Instructions) PN

Item 1.

(a) Name of Issuer

Mpower Holding Corporation

(b) Address of Issuer's Principal Executive Offices

175 Sullys Trail, Suite 300, Pittsford, NY 14534

Item 2.

(a) The names of the persons filing this statement are:

West Highland Capital, Inc. ("WHC")

Lang H. Gerhard ("Gerhard")

Estero Partners, LLC ("LLC")

West Highland Partners, L.P. ("WHP")

(collectively, the "Filers").

(b) The principal business office of the Filers is located at

300 Drake's Landing Road, Suite 290, Greenbrae, CA 94904.

(c) WHC is a California corporation, LLC is a California limited liability company, WHP is a California limited partnership and Gerhard is a United States citizen.

(d) This statement relates to shares of common stock of the Issuer (the "Stock").

(e) The CUSIP number of the Issuer is: 62473L309.

Item 3. If this statement is filed pursuant to rule 240.13d-1(b) or 240.13d-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).

(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 section 240.13d-1(b)(1)(ii)(E) (with respect to WHC).

(f) [ ] An employee benefit plan or endowment fund in accordance with section 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 association 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) [ ] Group, in accordance with section 240.13d-1(b)(1)(ii)(J).

Item 4. Ownership.

See Items 5-9 and 11 of the cover page for each Filer.

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.

WHC is a registered investment adviser whose clients have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Stock. Gerhard is the sole shareholder of WHC and the Manager of LLC. WHC, LLC and Gerhard are the general partners of WHP, which is an investment limited partnership. No single client of WHC, other than WHP, holds more than five percent of the Stock.

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.

WHC, LLC and Gerhard constitute a group as defined in Rule 13d-5(b)(1) and disclaim membership in a group with any other person or entity. WHP is filing jointly and disclaims membership in a group. The filing of this Schedule 13G on behalf of WHP should not be construed as an admission that it is, and WHP disclaims that it is, the beneficial owner of any of the Stock covered by this Schedule 13G.

Item 9. Notice of Dissolution of Group

Not applicable.

Item 10. Certification.
The following certification is made by WHC:

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.

The following certification is made by Gerhard, LLC and WHP:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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 my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: January 7, 2005

LANG H. GERHARD By: Meredith L. Horrell Attorney-in-Fact	WEST HIGHLAND PARTNERS, L.P. By: Lang Gerhard, General Partner By: Meredith L. Horrell Attorney-in-fact

WEST HIGHLAND CAPITAL, INC. By: Lang Gerhard, President By: Meredith L. Horrell Attorney-in-Fact	ESTERO PARTNERS, LLC By: Lang Gerhard, Manager By: Meredith L. Horrell Attorney-in-Fact

EXHIBIT A

AGREEMENT REGARDING JOINT FILING

OF STATEMENT ON SCHEDULE 13D OR 13G

The undersigned agree to file jointly with the Securities and Exchange Commission (the "SEC") any and all statements on Schedule 13D or Schedule 13G (and any amendments or supplements thereto) required under section 13(d) of the Securities Exchange Act of 1934, as amended, in connection with purchases by the undersigned of securities of Intermedia Communications, Inc. and any other issuer, until such time as the undersigned file with the SEC a statement terminating this Agreement Regarding Joint Filing of Statement on Schedule 13D or 13G. For that purpose, the undersigned hereby constitute and appoint West Highland Capital, Inc., a California corporation, as their true and lawful agent and attorney-in-fact, with full power and authority for and on behalf of the undersigned to prepare or cause to be prepared, sign, file with the SEC and furnish to any other person all certificates, instruments, agreements and documents necessary to comply with section 13(d) and section 16(a) of the Securities Exchange Act of 1934, as amended, in connection with said purchases, and to do and perform every act necessary and proper to be done incident to the exercise of the foregoing power, as fully as the undersigned might or could do if personally present, until such time as the undersigned file with the SEC a statement terminating this Agreement Regarding Joint Filing of Statement on Schedule 13D or 13G.

Dated: May 15, 1998

LANG H. GERHARD By: West Highland Capital, Inc. Attorney-in-Fact By: /s/ Bonnie George Bonnie George Chief Operating Officer	WEST HIGHLAND PARTNERS, L.P. By: West Highland Capital, Inc. Attorney-in-Fact By: /s/ Bonnie George Bonnie George Chief Operating Officer

WEST HIGHLAND CAPITAL, INC. By: /s/ Bonnie George Bonnie George Chief Operating Officer	BUTTONWOOD PARTNERS, L.P. By: West Highland Capital, Inc. Attorney-in-Fact By: /s/ Bonnie George Bonnie George Chief Operating Officer

ESTERO PARTNERS, LLC By: West Highland Capital, Inc. Attorney-in-Fact By: /s/ Bonnie George Bonnie George Chief Operating Officer

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