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)<PAGE>
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<PAGE>
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>
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>
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>
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>
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
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
