SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ___ )
BROADWING, INC.
(Name of Issuer)
6.75% Cumulative Convertible Preferred Stock (Series B)
(Title of Class of Securities)
111620407
(CUSIP Number)
December 31, 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 274,804
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 274,804
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 274,804
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8.85%
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 6.75% Cumulative Convertible Preferred
Stock (Series B)
(e) CUSIP Number 111620407
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 274,804
(b) Percent of Class 8.85%
(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 274,804
(iii) sole power to dispose or to direct the disposition of 0
(iv) shared power to dispose or to direct the disposition of 274,804
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.
February 14, 2000
Date
/s/ Howard Feitelberg
Signature
Howard Feitelberg / Controller, Highbridge Capital Corporation
Name/Title
February 14, 2000
Date
/s/ Ronald S. Resnick
Signature
Ronald S. Resnick, Managing Director, Highbridge Capital Management, LLC
Name/Title