SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ___ )
BROADWING, INC.
(Name of Issuer)
7.25% Convertible Preferred Stock (Series A) Due 3/31/2007
(Title of Class of Securities)
111620209
(CUSIP Number)
November 10, 1999
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ x ] Rule 13d-1 (b)
[ ] Rule 13d-1 (c)
[ ] Rule 13d-1 (d)
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(1) Highbridge Capital Corporation - not applicable
(2) Highbridge Capital Management, LLC - 13-3993048
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
(1) Highbridge Capital Corporation - Cayman Islands, British West Indies
(2) Highbridge Capital Management, LLC - State of Delaware
5. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING
POWER
0
6. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
VOTING POWER
115,003
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
DISPOSITIVE POWER
0
8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
DISPOSITIVE POWER
115,003
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
115,003
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.70%
12. TYPE OF REPORTING PERSON
(1) Highbridge Capital Corporation - BD
(2) Highbridge Capital Management, LLC - CO
Item 1.
(a) Name of Issuer
Broadwing, Inc.
(b) Address of Issuer's Principal Executive Offices:
201 East Fourth Street
Cincinnati, OH 45202
Item 2.
(a) Name of Person Filing
(1) Highbridge Capital Corporation
(2) Highbridge Capital Management, LLC
(b) Address of Principal Business Office or, if none, Residence
(1) Highbridge Capital Corporation
The Anchorage Centre, 2nd Floor
Harbor Drive, George Town,
Grand Cayman, Cayman Islands, British West Indies
(2) Highbridge Capital Management, LLC
767 Fifth Avenue, 23rd Floor
New York, New York 10153
(c) Citizenship
(1) Highbridge Capital Corporation - Cayman Islands, British West Indies
(2) Highbridge Capital Management, LLC - State of Delaware
(d) Title of Class of Securities 7.25% Convertible Preferred Stock (Series A)
Due 3/31/2007
(e) CUSIP Number 111620209
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b),
check whether the person filing is a:
x(a) Broker or Dealer registered under Section 15 of the Act (Highbridge
Capital Corporation)
(b) Bank as defined in section 3(a)(6) of the Act
(c) Insurance Company as defined in section 3(a)(19) of the act
(d) Investment Company registered under section 8 of the Investment Company
Act
(e) Investment Adviser registered under section 203 of the Investment
Advisers Act of 1940
Highbridge Capital Management, LLC is the trading manager of Highbridge
Capital Corporation. Highbridge Capital Management, LLC is exempt from
registration as an investment adviser. The persons at Highbridge Capital
Management, LLC who actually exercise the power to dispose of and the power
to vote the investments of Highbridge Capital Corporation are registered as
registered representatives of Highbridge Capital Corporation, a registered
broker/dealer.
(f) Employee Benefit Plan, Pension Fund which is subject to the provisions of
the Employee Retirement Income Security Act of 1974 or Endowment Fund; see
240.13d-1(b)(1)(ii)(F)
(g) Parent Holding Company, in accordance with 240.13(d)(ii)(G) (Note: See
Item 7)
(h) Group, in accordance with 240.13d(b)(1)(ii)(H)
Item 4. Ownership
(a) Amount Beneficially Owned 115,003
(b) Percent of Class 10.70%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote 0
(ii) shared power to vote or to direct the vote 115,003
(iii) sole power to dispose or to direct the disposition of 0
(iv) shared power to dispose or to direct the disposition of 115,003
Item 5. Ownership of Five Percent or Less of a Class
Inapplicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Inapplicable
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company
Inapplicable
Item 8. Identification and Classification of Members of the Group
Inapplicable
Item 9. Notice of Dissolution of Group
Inapplicable
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose
of 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 February 9, 2000
/s/ Howard Feitelberg
Signature
Howard Feitelberg / Controller, Highbridge Capital Corporation
Name/Title
Date February 9, 2000
/s/ Ronald S. Resnick
Signature
Ronald S. Resnick, Managing Director, Highbridge Capital Management, LLC
Name/Title
