ALLIED RISER COMMUNICATIONS CORP
10-Q/A, 2000-11-09
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-Q/A-1


                               AMENDMENT NO. 1 TO
                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2000


                         COMMISSION FILE NUMBER 1-15425


                     ALLIED RISER COMMUNICATIONS CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

                DELAWARE                                      75-2789492
     (State or Other Jurisdiction of                       (I.R.S. Employer
     Incorporation or Organization)                       Identification No.)

     1700 PACIFIC AVENUE, SUITE 400
              DALLAS, TEXAS                                   75201-4679
(Address of Principal Executive Offices)                      (Zip Code)

                                 (214) 210-3000
              (Registrant's Telephone Number, Including Area Code)

                                 NOT APPLICABLE
              (Former Name, Former Address, and Former Fiscal Year,
                          if Changed Since Last Report)

         Indicate by check mark whether the registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

Yes  [X]   No  [ ]

         Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date:

                                                   Number of Shares Outstanding
              Title of Class                             on April 30, 2000
              --------------                             -----------------
      Common Stock, $.0001 par value                        56,864,791


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         Allied Riser Communications Corporation hereby amends its Quarterly
Report on Form 10-Q for the quarter ended March 31, 2000, initially filed with
the Securities and Exchange Commission on May 15, 2000, by adding Item 2 of Part
II -- Changes in Securities. The statements contained below are made as of the
date of the original filing.


                                    PART II.
                                OTHER INFORMATION

ITEM 2. CHANGES IN SECURITIES

         (a)      Inapplicable

         (b)      Inapplicable

         (c)      Effective February 2, 2000, we issued to a group of real
                  estate owners warrants to acquire an aggregate of 660,000
                  shares of our common stock at an exercise price of $12.60 in
                  consideration of real estate access rights to their buildings.
                  These warrants are exercisable by the real estate owners on
                  dates certain as outlined in the warrant agreements and expire
                  on May 3, 2002. The warrants issued in the above transaction
                  were issued pursuant to the exemption of Section 4(2) of the
                  Securities Act of 1933 in reliance upon representations of
                  such real estate owners.

                  Effective February 15, 2000, in consideration of services
                  performed on our behalf we issued to a marketing firm warrants
                  to purchase 50,000 shares of our common stock at an exercise
                  price of $6.00 per share and 50,000 shares of our common stock
                  at an exercise price of $14.40 per share . The warrants are
                  exercisable immediately and expire on February 11, 2003 and
                  February 15, 2003, respectively. The warrants issued in the
                  above transaction were issued pursuant to the exemption of
                  Section 4(2) of the Securities Act of 1933 in reliance upon
                  representations of the principals of such marketing firm.

                  Effective February 29, 2000, we issued to a group of real
                  estate owners warrants to acquire an aggregate of 90,000
                  shares of our common stock at an exercise price of $12.60 and
                  166,527 shares of our common stock at an exercise price of $0
                  in consideration of real estate access rights to their
                  buildings. These warrants are exercisable by the real estate
                  owners on dates certain as outlined in the warrant agreements
                  and expire on March 1, 2002 and August 17, 2009, respectively.
                  The warrants issued in the above transaction were issued
                  pursuant to the exemption of Section 4(2) of the Securities
                  Act of 1933 in reliance upon representations of such real
                  estate owners.



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                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



      November 9, 2000                  ALLIED RISER COMMUNICATIONS CORPORATION




                                        By:  /s/Todd C. Doshier
                                             ---------------------------------
                                             Todd C. Doshier
                                             Senior Vice President and
                                             Chief Financial Officer


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