SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
______________
SCHEDULE 13D
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13D-
1(A) AND AMENDMENTS THERETO FILED PURSUANT TO 13D-2(A)
(AMENDMENT NO. 2)
Advanced Radio Telecom Corp.
(Name of Issuer)
Common Stock, $.001 par value
(Title of class of securities)
00743U-10-1
(CUSIP number)
H. Bryan Ives, III
Nelson Mullins Riley & Scarborough, L.L.P.
100 N. Tryon Street
Suite 3350
Charlotte, North Carolina 28202-4000
(704) 417-3000
(Name, address and telephone number of person
authorized to receive notices and communications)
February 18, 1998
(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.
____
Note. Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1 (a) for other parties to whom copies
are to be sent.
(Continued on following pages)
(Page 1 of 6 Pages)<PAGE>
SCHEDULE 13D
CUSIP NO. 00743U-10-1 13D PAGE 2 OF 6 PAGES
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
CCC Millimeter, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (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
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 357,166
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 357,166
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT OF BENEFICIALLY OWNED BY EACH REPORTING PERSON
357,166
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) ____
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.8%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP NO. 00743U-10-1 13D PAGE 3 OF 6 PAGES
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Columbia Capital Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (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
Virginia
NUMBER OF 7 SOLE VOTING POWER
SHARES 864,286
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 473,992
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 864,286
PERSON WITH 10 SHARED DISPOSITIVE POWER
473,992
11 AGGREGATE AMOUNT OF BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,338,278
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) ____
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.7%
14 TYPE OF REPORTING PERSON*
CO
<PAGE>
ADVANCED RADIO TELECOM CORP.
(CUSIP NO. 00743U-10-1)
By this Amendment No. 2 to Schedule 13D, CCC Millimeter, L.P., a Delaware
limited partnership ("CCC Millimeter"), and Columbia Capital Corporation, a
Virginia corporation ("Columbia Capital"), hereby amend their joint Schedule
13D ("Schedule 13D"), relating to the common stock, par value $.001 per share
(the "Common Stock"), of Advanced Radio Telecom Corp., a Delaware corporation
(the "Issuer"). Except as specifically amended by this Amendment No. 2, the
Schedule 13D of CCC Millimeter and Columbia Capital remains in full force and
effect.
Item 2, subparagraph (a) is hereby amended and restated in its entirety to
read as follows:
ITEM 2. IDENTITY AND BACKGROUND
(a) This statement is filed with respect to CCC Millimeter, L.P., a
Delaware limited partnership ("CCC Millimeter"), and Columbia Capital
Corporation, a Virginia corporation ("Columbia Capital"). Each of CCC
Millimeter and Columbia Capital are referred to herein as a "Reporting Person"
and collectively as the "Reporting Persons." Columbia Capital is the sole
general partner of CCC Millimeter and Columbia Millimeter Communications, L.P.,
a Delaware limited partnership ("Columbia Millimeter"). Columbia Millimeter
owns approximately 0.6% of the Issuer's Common Stock. By virtue of its
position as sole general partner of each of CCC Millimeter and Columbia
Millimeter, Columbia Capital has the power to vote and dispose of the Common
Stock held by CCC Millimeter and Columbia Millimeter. Accordingly, the
Reporting Persons have filed a joint Schedule 13D.
Item 3 is hereby amended and restated in its entirety to read as follows:
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
was consummated by the transfer of the Assets in exchange for the issuance of
6,000,000 shares of Common Stock as follows: 2,350,310 shares to CCC
Millimeter; 855,304 shares to Columbia Millimeter; and 2,794,386 shares to the
remaining shareholder of CommcoCCC, Commco, L.L.C. In addition, in connection
with certain bridge financings, the Issuer issued to Columbia Capital and
Commco, L.L.C., five-year warrants to purchase a total of 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, Columbia
Capital owns warrants for 62,173 shares and the remaining warrants for 54,191
shares were issued to Commco, L.L.C. The warrants owned by Columbia Capital
became exercisable in October, 1997.
Effective April 29, 1997, Columbia Millimeter distributed 136,435 shares
of the Issuer's Common Stock to its sole general partner, Columbia Capital, and
547,809 shares of the Issuer's Common Stock to its individual limited partners.
Following this distribution, Columbia Millimeter retained record ownership of
171,060 shares of the Issuer's Common Stock. Columbia Capital, by virtue of
its position as the sole general partner of CCC Millimeter and Columbia
Millimeter, has the power to vote and dispose of the Issuer's Common Stock held
by CCC Millimeter and Columbia Millimeter.
In October, 1997, CCC Millimeter, Columbia Millimeter, and Columbia
Capital agreed to transfer an aggregate of 421,700 shares of the Issuer's
Common Stock to BizTel Communications, Inc. ("BizTel") to settle claims
asserted against them by BizTel. CCC Millimeter subsequently transferred
421,700 shares of the Issuer's Common Stock to BizTel on behalf of itself and
on behalf of Columbia Millimeter and Columbia Capital. In order to reimburse
CCC Millimeter for the shares of the Issuer's Common Stock transferred on their
behalf, (i) Columbia Millimeter transferred 54,234 shares of the Issuer's
Common Stock to CCC Millimeter on February 18, 1997, and (ii) Columbia Capital
transferred 93,087 shares of the Issuer's Common Stock to CCC Millimeter on
February 18,1998.
On February 18, 1998, CCC Millimeter distributed to its partners on a pro
rata basis a total of 1,718,765 shares of the Issuer's Common Stock. Included
in this distribution was a transfer of 758,765 shares of the Issuer's Common
Stock to Columbia Capital, which is the general partner of CCC Millimeter.
Item 5 is hereby amended and restated in its entirety to read as follows:
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Columbia Capital currently beneficially owns 1,338,278 shares of the
Issuer's Common Stock, representing approximately 6.7% of the currently
outstanding Common Stock. This amount includes 802,113 shares owned directly
by Columbia Capital (representing approximately 4.0% of the currently
outstanding Common Stock), 62,173 shares issuable upon exercise of the warrant,
which shares Columbia Capital is deemed to own beneficially, and 473,992 shares
owned of record by CCC Millimeter and Columbia Millimeter, which shares
Columbia Capital is deemed to own beneficially by virtue of its position as
sole general partner of each of CCC Millimeter and Columbia Millimeter. CCC
Millimeter currently beneficially owns 357,166 shares of the Issuer's Common
Stock, representing approximately 1.8% of the currently outstanding shares of
Common Stock. Columbia Millimeter currently beneficially owns 116,826 shares
of the Issuer's Common Stock, representing approximately 0.6% of the currently
outstanding shares of Common Stock. In addition, Columbia Capital owns
warrants to purchase 62,173 shares of Common Stock. The aggregate percentage
of shares of Common Stock reported owned by each Reporting Person is based upon
19,834,580 shares currently outstanding, as disclosed in the Issuer's Quarterly
Report on Form 10-Q for the quarter ended September 30, 1997, filed with the
Securities and Exchange Commission on November 14, 1997.
(b) Columbia Capital has the sole power to vote and dispose of all
802,113 shares of Common Stock reported as beneficially owned by it in this
Schedule 13D. By virtue of its position as sole general partner of each of CCC
Millimeter and Columbia Millimeter, Columbia Capital has the sole power to vote
and dispose of all 473,992 shares of the Issuer's Common Stock reported as
beneficially owned by CCC Millimeter and Columbia Millimeter in this Schedule
13D. In addition, Columbia Capital owns warrants to purchase 62,173 shares of
Common Stock.
(c) Not applicable.
(d) Not applicable.
(e) On February 18, 1998, CCC Millimeter distributed to its partners on a
pro rata basis a total of 1,718,765 shares of the Issuer's Common Stock. As a
result of such distributions, CCC Millimeter owns less than five percent (5%)
of the Issuer's Common Stock.
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.
February 27, 1998
(Date)
CC MILLIMETER, L.P.
By: Columbia Capital Corporation
Its: General Partner
By: /s/ Neil P. Byrne
Printed Name: Neil P. Byrne
Its: Vice-President
COLUMBIA CAPITAL CORPORATION
By: /s/ Neil P. Byrne
Printed Name: Neil P. Byrne
Its: Vice-President
