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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 JUNE 30, 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 July 31, 2000
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Common Stock, $.0001 par value 57,354,420
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Allied Riser Communications Corporation hereby amends its Quarterly
Report on Form 10-Q for the quarter ended June 30, 2000, initially filed with
the Securities and Exchange Commission on August 11, 2000, by amending 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 April 4, 2000 and May 22, 2000, we acquired all of
the outstanding stock of two high-speed data communication
companies. We acquired both companies for an aggregate
purchase price of $1,984,000 and 398,000 shares of common
stock, a portion of which is subject to certain performance
targets over the next three years. The shares issued in each
of the above transactions were issued pursuant to the
exemption of Section 4(2) of the Securities Act of 1933 in
reliance upon representations of the shareholders of each
company.
On April 19, 2000, we issued to a real estate owner warrants
to acquire an aggregate of 60,000 shares of our common stock
at an exercise price of $15.30 in consideration of certain
access rights to its office buildings. These warrants are
exercisable by the real estate owner on dates certain as
outlined in the warrant agreement and expire on April 18,
2003. The securities 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 owner.
On June 28, 2000, we completed the issuance and sale of
$150,000,000 in aggregate principal amount of our 7.50%
convertible subordinated notes due June 15, 2007. The notes
are convertible at the option of the holders into our common
stock at any time prior to redemption, repurchase or maturity
at a conversion price of $15.37 per share. Goldman, Sachs &
Co. acted as the initial purchaser and received approximately
$4,500,000 in fees in connection with the sale of the notes.
Because the notes were issued in a private placement
transaction, they may not be offered or sold in the United
States absent an effective registration statement or an
applicable exemption from the registration requirements of the
Securities Act of 1933. This transaction was effected pursuant
to the exemption of Section 4(2) of the Securities Act of 1933
and Rule 144A under the Act, in reliance upon the
representations of the initial purchaser.
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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
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Todd C. Doshier
Senior Vice President and
Chief Financial Officer
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