UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. _____)*
NORTHEAST OPTIC NETWORK, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
664334109
(CUSIP Number)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] 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 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>
CUSIP NO. 664334109 Page 2 of 7
1. Name of Reporting Persons.
IRS Identification Nos. of above persons (entities only).
CMP Group Inc.
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
3. SEC Use Only
4. Citizenship or Place of Organization: Maine
Number of Shares 5. Sole Voting Power 0
Beneficially Owned by
Each Reporting Person 6. Shared Voting Power 6,176,742
With
7. Sole Dispositive Power 0
8. Shared Dispositive Power 6,176,742
9. Aggregate Amount Beneficially Owned by Each Reporting Person 6,176,742
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (9) 38.4%
12. Type of Reporting Person (See Instructions) HC, CO
<PAGE>
CUSIP NO. 664334109 Page 3 of 7
1. Name of Reporting Persons.
IRS Identification Nos. of above persons (entities only).
MaineCom Services
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
3. SEC Use Only
4. Citizenship or Place of Organization: Maine
Number of Shares 5. Sole Voting Power 0
Beneficially Owned by
Each Reporting Person 6. Shared Voting Power 6,176,742
With
7. Sole Dispositive Power 0
8. Shared Dispositive Power 6,176,742
9. Aggregate Amount Beneficially Owned by Each Reporting Person 6,176,742
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (9) 38.4%
12. Type of Reporting Person (See Instructions) CO
<PAGE>
Page 4 of 7
Item 1.
(a) Name of Issuer:
The name of the issuer is NorthEast Optic Network, Inc.
(b) Address of Issuer's Principal Executive Offices:
391 Totten Pond Road, Suite 401, Waltham, Massachusetts, 02154
Item 2.
(a) Name of Person Filing:
CMP Group, Inc.
MaineCom Services
(b) Address of Principal Business Office, or, if none, Residence:
CMP Group, Inc., 83 Edison Drive, Augusta, Maine 04336
MaineCom Services, 41 Anthony Avenue, Augusta, Maine 04330
(c) Citizenship:
Both incorporated under the laws of Maine.
(d) Title of Class of Securities:
Common stock.
(e) CUSIP Number:
664334109
Item 3. Not applicable.
Item 4. Ownership
(a) Amount beneficially owned: See the responses to Item 9 on the
attached cover pages.
(b) Percent of class: See the responses to Item 11 on the attached
cover pages.
<PAGE>
Page 5 of 7
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: See the responses
to Item 5 on the attached cover pages.
(ii) Shared power to vote or to direct the vote: See the
responses to Item 6 on the attached cover pages.
(iii) Sole power to dispose or to direct the disposition of: See
the responses to Item 7 on the attached cover pages.
(iv) Shared power to dispose or to direct the disposition of:
See the responses to Item 8 on the attached cover pages.
Item 5. Ownership of Five Percent or Less of a Class:
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company:
Reported shares are owned directly by MaineCom Services, a Maine
corporation and a subsidiary of CMP Group, Inc., a Maine
corporation.
Item 8. Identification and Classification of Members of the Group:
Not applicable.
Item 9. Notice of Dissolution of Group:
Not applicable.
Item 10. Certification:
Not applicable.
<PAGE>
Page 6 of 7
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.
February 16, 1999
_________________________
Date
CMP GROUP, INC.
By: /s/ Anne M. Pare
Name: Anne M. Pare
Title: Corporate Counsel,
Secretary and Treasurer
MAINECOM SERVICES
By: /s/ Gerald C. Poulin
Name: Gerald C. Poulin
Title: President
Page 7 of 7
Exhibit 99.1
Joint Filing Agreement
In accordance with Rule 13d-1(k) promulgated under the Securities
Exchange Act of 1934, the undersigned agree to the joint filing of a Statement
on Schedule 13G (including any and all amendments thereto) with respect to the
shares of Common Stock of NorthEast Optic Network, Inc. and further agree to the
filing of this agreement as an Exhibit thereto. In addition, each party to this
agreement expressly authorizes each other party hereto to file on its behalf any
and all amendments to such Statement on Schedule 13G.
Date: February 16, 1999
CMP GROUP, INC.
By: /s/ Anne M. Pare
Name: Anne M. Pare
Title: Corporate Counsel,
Secretary and Treasurer
MAINECOM SERVICES
By: /s/ Gerald C. Poulin
Name: Gerald C. Poulin
Title: President
