SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Allied Riser Communications Corp.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
19496 10 8
(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 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).
13G
CUSIP NO. 19496 10 8
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Norwest Venture Partners VII, LP
Tax Identification No. 41-1029018
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3) SEC USE ONLY
4) CITIZENSHIP OR PLACE OF ORGANIZATION
Minnesota
NUMBER OF (5) SOLE VOTING POWER
SHARES 5,162,469
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 0
EACH (7) SOLE DISPOSITIVE POWER
REPORTING 5,162,469
PERSON (8) SHARED DISPOSITIVE POWER
WITH 0
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
5,162,469
10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.11%
12) TYPE OF REPORTING PERSON*
PA
13G
CUSIP NO. 19496 10 8
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Itasca VC Partners VII, LLP
Tax Identification No. 41-1929020
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3) SEC USE ONLY
4) CITIZENSHIP OR PLACE OF ORGANIZATION
Minnesota
NUMBER OF (5) SOLE VOTING POWER
SHARES 5,162,469
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 0
EACH (7) SOLE DISPOSITIVE POWER
REPORTING 5,162,469
PERSON (8) SHARED DISPOSITIVE POWER
WITH 0
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
5,162,469
10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.11%
12) TYPE OF REPORTING PERSON*
PA
13G
CUSIP NO. 19496 10 8
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Promod Haque
Social Security No. ###-##-####
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3) SEC USE ONLY
4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF (5) SOLE VOTING POWER
SHARES 5,162,469
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 0
EACH (7) SOLE DISPOSITIVE POWER
REPORTING 5,162,469
PERSON (8) SHARED DISPOSITIVE POWER
WITH 0
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
5,162,469
10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.11%
12) TYPE OF REPORTING PERSON*
IN
CUSIP NO. 19496 10 8
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
George J. Still, Jr.
Social Security No. ###-##-####
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3) SEC USE ONLY
4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF (5) SOLE VOTING POWER
SHARES 5,162,469
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 0
EACH (7) SOLE DISPOSITIVE POWER
REPORTING 5,162,469
PERSON (8) SHARED DISPOSITIVE POWER
WITH 0
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
5,162,469
10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.11%
12) TYPE OF REPORTING PERSON*
IN
CUSIP NO. 19496 10 8
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John P. Whaley
Social Security No. ###-##-####
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3) SEC USE ONLY
4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF (5) SOLE VOTING POWER
SHARES 5,162,469
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 0
EACH (7) SOLE DISPOSITIVE POWER
REPORTING 5,162,469
PERSON (8) SHARED DISPOSITIVE POWER
WITH 0
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
5,162,469
10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.11%
12) TYPE OF REPORTING PERSON*
IN
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Item 1(a) Name of Issuer:
Allied Riser Communications Corp.
Item 1(b) Address of Issuer's Principal Executive Offices:
1700 Pacific Avenue, Suite 400
Dallas, TX 75201-4679
Item 2(a) Name of Person Filing:
1. Norwest Venture Partners VII, LP
2. Itasca VC Partners VII, LLP
3. Promod Haque
4. George J. Still, Jr.
5. John P. Whaley
Item 2(b) Address of Principal Business Office:
1. Norwest Venture Partners VII, LP
2800 Piper Jaffray Tower
222 South Ninth Street
Minneapolis, MN 55402
2. Itasca VC Partners VII, LLP
2800 Piper Jaffray Tower
222 South Ninth Street
Minneapolis, MN 55402
3. Promod Haque
c/o Norwest Venture Partners
245 Lytton Avenue, Suite 205
Palo Alto, CA 94301
4. George J. Still, Jr.
c/o Norwest Venture Partners
245 Lytton Avenue, Suite 205
Palo Alto, CA 94301
5. John P. Whaley
2800 Piper Jaffray Tower
222 South Ninth Street
Minneapolis, MN 55402
This statement is filed by Norwest Venture Partners VII, LP on
behalf of all of the persons listed above pursuant to Rule 13d-1(d)
and Rule 13d-1(k). Norwest Venture Partners VII, LP is a Minnesota
limited partnership. Itasca VC Partners VII, LLP, a Minnesota
limited liability partnership, is the general partner of Norwest
Venture Partners VII, LP. Promod Haque and George J. Still, Jr. are
the managing partners, and John P. Whaley is the managing
administrative partner of Itasca VC Partners VII, LLP.
Item 2(c) Citizenship:
1. Norwest Venture Partners VII, LP: Minnesota limited
partnership
2. Itasca VC Partners VII, LLP: Minnesota limited
liability partnership
3. Promod Haque: United States
4. George J. Still, Jr.: United States
5. John P. Whaley: United States
Item 2(d) Title of Class of Securities:
Common Stock
Item 2(e) CUSIP Number:
19496 10 8
Item 3 Not Applicable
Item 4 Ownership:
(1) Norwest Venture Partners VII, LP ("NVP VII"): At December 31,
1999, NVP VII owned of record 5,162,469 shares of common stock.
This amount represented 9.11% of the Issuer's total shares of common
stock outstanding at that date. NVP VII has no rights to acquire
additional shares through the exercise of options or otherwise.
(2) Itasca VC Partners VII, LLP ("Itasca VII"): At December 31,
1999, Itasca VII was deemed to own indirectly 5,162,469 shares of
common stock by virtue of its status as the general partner of NVP
VII. This amount represented 9.11% of the Issuer's total shares of
common stock outstanding at that date.
(3) Promod Haque: At December 31, 1999, Promod Haque was deemed to
own 5,162,469 shares of common stock. This amount represented 9.11%
of the Issuer's total number of shares of common stock outstanding
at that date. Mr. Haque is a managing general partner of Itasca VII
and a general partner of NVP VII.
(4) George J. Still, Jr.: At December 31, 1999, George J. Still,
Jr. was deemed to own 5,162,469 shares of common stock. This amount
represented 9.11% of the Issuer's total number of shares of common
stock outstanding at that date. Mr. Still is a managing general
partner of Itasca VII and a general partner of NVP VII.
(5) John P. Whaley: At December 31, 1999, John P. Whaley was
deemed to own 5,162,469 shares of common stock. This amount
represented 9.11% of the Issuer's total number of shares of common
stock outstanding at that date. Mr. Whaley is the managing
administrative partner of Itasca VII and NVP VII.
Each person filing this statement disclaims beneficial ownership of
any shares included in this Schedule 13G that are shown as held by
any other filing person, and the filing of this Schedule 13G shall
not be construed as an admission that such filing person is the
beneficial owner of any other shares held by any other filing person
and covered by this statement for purposes of Sections 13, 14, and
16.
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 persons have ceased to be beneficial
owners 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:
Not Applicable
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:
Not Applicable
Item 9 Notice of Dissolution of Group:
Not Applicable
Item 10 Certification:
By signing below, I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose of
and do not have the effect of changing or influencing the control of
the issuer of such securities and were not acquired in connection
with or as a participant in any transaction having such purposes 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.
Date: May 8, 2000
NORWEST VENTURE PARTNERS VII, LP
By ITASCA VC PARTNERS VII, LLP, as general partner
By: /s/ John P. Whaley
John P. Whaley, As Managing Administrative
Partner
AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G to
which this Agreement is attached shall be filed by Norwest Venture
Partners VII, LP on its own behalf and on behalf of its general
partner, Itasca VC Partners VII, LLP, a Minnesota limited liability
partnership, and the following individuals, all of whom are the
managing partners of Itasca VC Partners VII, LLP: Promod Haque,
George J. Still, Jr. and John P. Whaley.
Dated: May 8, 2000
NORWEST VENTURE PARTNERS VII, LP
By ITASCA VC PARTNERS VII, LLP, as general partner
/s/ John P. Whaley
John P. Whaley, As Managing Administrative
Partner
ITASCA VC PARTNERS VII, LLP
/s/ John P. Whaley
John P. Whaley, As Managing Administrative
Partner
/s/ John P. Whaley
John P. Whaley, Attorney-in-Fact
For Promod Haque
/s/ John P. Whaley
John P. Whaley, Attorney-in-Fact
For George J. Still, Jr.
