SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Rule 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)<FN1>
NEON Communications, Inc.
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(Name of Issuer)
Common Stock, $.01 par value per share
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(Title of Class of Securities)
640 506 10 1
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(CUSIP Number)
Jeffrey C. Miller, Esq., Northeast Utilities Service Company,
107 Selden Street, Berlin, Connecticut 06037 (860) 665-3532
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 19, 2000
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(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition that is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13-d-
1(e), 13d-1(f) or 13d-1(g), check the following box .
Note. Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See Rule 13d-7 for other parties to whom copies are to be sent.
1 NAMES OF REPORTING PERSONS Mode 1 Communications, Inc.
I.R.S. IDENTIFICATIN NO. OF ABOVE
PERSONS (ENTITIES ONLY) 06-1455488
2 CHECK APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b)X
3 SEC USE ONLY
4 SOURCE OF FUNDS
None
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDING
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER None (Item 5)
8 SHARED VOTING POWER 13,837,717 (Item 5)
9 SOLE DISPOSITIVE POWER None
10 SHARED DISPOSITIVE POWER 4,774,038
11 AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 13,837,717<FN2>
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) 64.8 %
14 TYPE OF REPORTING PERSON
CO
CUSIP No. 640 506 10 1
1 NAMES OF REPORTING PERSONS NU Enterprises, Inc.
I.R.S. IDENTIFICATION NO. OF ABOVE
PERSONS (ENTITIES ONLY) 06-1533877
2 CHECK APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b)X
3 SEC USE ONLY
4 SOURCE OF FUNDS
None
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER None (Item 5)
8 SHARED VOTING POWER 13,837,717 (Item 5)
9 SOLE DISPOSITIVE POWER None
10 SHARED DISPOSITIVE POWER
4,774,038
11 AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 13,837,717 <FN3>
12 CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) 64.8 %
14 TYPE OF REPORTING PERSON CO
CUSIP No. 640 506 10 1
1 NAMES OF REPORTING PERSONS Northeast Utilities
I.R.S. IDENTIFICATION NO. OF ABOVE
PERSONS (ENTITIES ONLY) 04-2147929
2 CHECK APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b)X
3 SEC USE ONLY
4 SOURCE OF FUNDS
None
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER None (Item 5)
8 SHARED VOTING POWER 13,837,717 (Item 5)
9 SOLE DISPOSITIVE POWER None
10 SHARED DISPOSITIVE POWER
4,774,038
11 AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 13,837,717 <FN3>
12 CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
64.8 %
14 TYPE OF REPORTING PERSON OO
Item 1. Security and Issuer.
(a) Class:
Common Stock, par value $.01 per share
(b) Name of Issuer:
NEON Communications, Inc.
(c) Address of Issuer's Principal Executive Office:
2200 West Park Drive, Westborough, Massachusetts 01851
Item 2. Identity and Background.
(a) Name of Filing Person:
Northeast Utilities (NU), on behalf of itself, its wholly owned
subsidiary NU Enterprises, Inc. (NUEI), and Mode 1 Communications, Inc. (Mode
1), a wholly owned subsidiary of NUEI.
(b) Address of principal business and principal office:
The principal business and principal office address of NU, NUEI and
Mode 1 is 107 Selden Street, Berlin, Connecticut 06037.
(c) Principal Business:
Public utility and other services.
(d), (e) None of NU, NUEI and Mode 1 has been convicted, during the last
five years, in a criminal proceeding (excluding traffic violations or similar
misdemeanors). None of NU, NUEI, and Mode 1 was a party, during the last
five years, to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
(f) Citizenship
NU is a Massachusetts voluntary trust. NUEI and Mode 1 are Connecticut
corporations.
Trustees, Directors and Executive Officers of NU, NUEI, and Mode 1:
(a) Name:
Cotton M. Cleveland
(b) Residence or Business Address:
123 Main Street, P.O. Box 935, New London, NH 03257
(c) Present Principal Occupation:
President, Mather Associates
(a) Name:
Sanford Cloud, Jr.
(b) Residence or Business Address:
475 Park Avenue South, 19th Floor, New York, NY 10016
(c) Present Principal Occupation:
President and Chief Executive Officer,
The National Conference for Community and Justice
(a) Name:
William F. Conway
(b) Residence or Business Address:
41588 North 107th Way, Scottsdale, AZ 85262
(c) Present Principal Occupation:
President, William F. Conway & Associates, Inc.
(a) Name:
E. Gail de Planque
(b) Residence or Business Address:
107 Selden Street, Berlin, CT 06037
(c) Present Principal Occupation:
President, Strategy Matters, Inc.
(a) Name:
John H. Forsgren
(b) Residence or Business Address:
107 Selden Street, Berlin, CT 06037
(c) Present Principal Occupation:
Executive Vice President and Chief Financial Officer,
Northeast Utilities
(a) Name:
Raymond L. Golden
(b) Residence or Business Address:
107 Selden Street, Berlin, CT 06037
(c) Present Principal Occupation:
Independent Consultant
(a) Name:
Cheryl W. Grise
(b) 107 Selden Street, Berlin, CT 06037
(c) Present Principal Occupation:
Senior Vice President, Secretary and General Counsel,
Northeast Utilities
(a) Name:
Elizabeth T. Kennan
(b) Residence or Business Address:
107 Selden Street, Berlin, CT 06037
(c) Present Principal Occupation:
President Emeritus of Mount Holyoke College
(a) Name:
Bruce D. Kenyon
(b) Residence or Business Address:
107 Selden Street, Berlin, CT 06037
(c) Present Principal Occupation:
President-Generation Group, Northeast Utilities
(a) Name:
Hugh C. MacKenzie
(b) Residence or Business Address:
107 Selden Street, Berlin, CT 06037
(c) Present Principal Occupation:
President-Retail Business Group, Northeast Utilities
(a) Name:
Michael G. Morris
(b) Residence or Business Address:
107 Selden Street, Berlin, CT 06037
(c) Present Principal Occupation:
Chairman of the Board, President and Chief Executive Officer,
Northeast Utilities
(a) Name:
Emery G. Olcott
(b) Residence or Business Address:
800 Research Parkway, Meriden, CT 06450
(c) Present Principal Occupation:
Chairman, President and Chief Executive Officer,
Packard BioScience Company
(a) Name:
William J. Pape II
(b) Residence or Business Address:
398 Meadow Street, P. O. Box 2090, Waterbury, CT 06722-0290
(c) Present Principal Occupation:
Publisher, Waterbury Republican-American
(a) Name:
Robert E. Patricelli
(b) Residence or Business Address:
22 Waterville Road, Avon, CT 06001
(c) Present Principal Occupation:
Chairman, President and Chief Executive Officer,
Women's Health USA, Inc.
(a) Name:
Thomas W. Philbin
(b) Residence or Business Address:
24 Prime Parkway, Natick, MA 01760
(c) Present Principal Occupation:
President, HEC Inc.
(a) Name:
Frank P. Sabatino
(b) Residence or Business Address:
107 Selden Street, Berlin, CT 06037
(c) Present Principal Occupation:
Senior Vice President-Power Marketing, Select Energy, Inc.
(a) William W. Schivley
(b) Residence or Business Address:
107 Selden Street, Berlin, CT 06037
(c) Present Principal Occupation:
President, Select Energy, Inc.
(a) Gary D. Simon
(b) Residence or Business Address:
107 Selden Street, Berlin, CT 06037
(c) Present Principal Occupation:
Senior Vice President-Enterprise Development and Analysis,
Northeast Utilities Service Company
(a) Name:
John F. Swope
(b) Residence or Business Address:
107 Selden Street, Berlin, CT 06037
(c) Present Principal Occupation:
Attorney
(a) Lisa J. Thibdaue
(b) Residence or Business Address:
107 Selden Street, Berlin, CT 06037
(c) Present Principal Occupation:
Vice President-Rates, Regulatory Affairs and Compliance,
Northeast Utilities Service Company
(a) Name:
John F. Turner
(b) Residence or Business Address:
1800 North Kent Street, Suite 1120, Arlington, VA 22209
(c) Present Principal Occupation:
President and Chief Executive Officer, The Conservation Fund
(d) , (e) To the best knowledge of NU, NUEI, and Mode 1, no
trustee, director or officer of NU, NUEI, or Mode 1 has been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors), or been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction as a
result of which it, he or she is subject to a judgment, decree or
final order enjoining future violations of or prohibiting or
mandating activities subject to, federal or state securities laws or
finding any violations with respect to such laws.
(f) Citizenship:
Each of the trustees, officers and directors of NU, NUEI, and Mode 1 is a
citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
None.
Item 4. Purpose of Transaction.
See Item 6, below.
Item 5. Interest in Securities of the Issuer.
(a) and (b). The following table sets forth the aggregate number of shares
and percentages of the outstanding shares of Common Stock of NEON
Communications, Inc. beneficially owned by Mode 1 and through Mode 1, by NU
and NUEI, and by each executive officer, director and controlling person, if
any, of Mode 1, NU and NUEI, and, with respect to the knowledge of Mode 1,
NU and NUEI, each other party who may be deemed together with Mode 1 to
constitute a group. Any of the aforementioned persons whose names do not
appear in the table below do not beneficially own any shares of Common Stock
of NEON Communications, Inc. Except as otherwise noted, each person listed
has sole voting and dispositive power over all shares listed opposite its
name.
Number of shares Percentage of
Name of Person beneficially owned outstanding shares
Mode 1
Communications, Inc. 13,837,717*#@ 64.8%
Exelon Ventures Corp. 9,381,916* 56.3%
Consolidated Edison
Communications, Inc. 9,381,916* 56.3%
New England Business
Trust 9,229,839# 43.2%
NUEI owns all of the issued and outstanding shares of Mode 1, and NU owns all
of the issued and outstanding shares of NUEI. Therefore, NU and NUEI are
indirect beneficial owners of all of the Shares owned by Mode 1. Pursuant to
Section 13(d)(3) under the Securities Exchange Act, Consolidated Edison
Communications, Inc., Exelon Ventures Corp. and Mode 1 may be deemed to
beneficially own the shares of Common Stock of NEON Communications, Inc.
owned by the others as result of the limited agreement as to voting described
in Item 6, below. Pursuant to Section 13(d)(3) under the Securities Exchange
Act, New England Business Trust and Mode 1 may be deemed to beneficially own
the shares of Common Stock of NEON Communications, Inc. owned by the others
as result of the limited agreement as to voting described in Item 6, below.
Two directors of Mode 1 Communications, Inc. have legal or beneficial
ownership of NEON Communications Common Stock, described as follows:
Gary D. Simon, has reported, as of December 31, 1999, that he owns options to
purchase 5,462 shares.
John H. Forsgren, has reported, as of December 31, 1999, that he owns options
to purchase 5,462 shares.
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*Shared voting power as to 9,381,916 shares for the limited purpose described
in Item 6, below.
# Shared voting power as to 9,229,839 shares for the limited purpose
described in Item 6, below.
@ Shared voting and dispositive power with NU and NUEI as to 4,774,038 shares
owned by Mode 1.
________________
No person named in response to Item 2 has effected any transaction in the
class of securities reported on during the past 60 days. To the knowledge of
the reporting persons named herein, neither CECI nor Exelon has effected any
transaction in the class of securities reported on during the past 60 days.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
Mode 1, Exelon Ventures Corp. ("Exelon"), Consolidated Edison Communications,
Inc. ("CECI"; Mode 1, Exelon, and CECI being referred to each as a
"Stockholder" and in the aggregate as "Stockholders") and NEON
Communications, Inc. ("NEON Communications") are parties to a Stockholders'
Agreement dated as of September 14, 2000 (the "September Stockholders'
Agreement") under which the Stockholders agreed to vote all of the shares of
Common Stock of NEON Communication owned by them or over which any of them
had voting control, so as to fix the numbers of directors of NEON
Communications at nine, to elect two directors designated by Mode 1 initially
John H. Forsgren and Gary D. Simon, one director designated by Exelon
Ventures Corp., initially Robert A. Shinn, and one member designated by CECI,
initially Peter A. Rust. Each of the Stockholders also agreed not to vote to
remove any director designated by any of the other Stockholders, except for
bad faith or willful misconduct. Mode 1's right to designate two directors
shall be reduced to one in the event its stock ownership is reduced below
certain specified levels.
Each of the Stockholders also granted to the other Stockholders on a pro rata
basis certain rights of first offer with respect to any transfers (including
upon the occurrence of certain bankruptcy or insolvency events) of shares of
Common Stock of NEON Communications owned by it, except for transfers of up
to 160,000 shares within any rolling 12-month period, transfers to certain
affiliated parties, and certain change in control transactions with respect
to the ultimate parent of the Stockholder.
In addition, under a certain FiveCom, Inc. Principal Stockholders Agreement
(the "CMP Agreement"), dated May 28, 1998 between NU and Central Maine Power
Company ("CMP"), Mode 1 and NEON Communications have certain rights to
acquire shares of NEON Communications owned by CMP and NEON Communications
has certain rights to acquire its shares owned by Mode 1, in each case in the
event of a third party offer and upon the occurrence of certain bankruptcy
and insolvency events. Pursuant to the September Stockholders' Agreement,
NEON Communications has granted to each of the Stockholders on a pro rata
basis an option to acquire any shares of NEON Communications which NEON
Communications has a right to acquire from CMP and to each of the
Stockholders, other than Mode 1, on a pro rata basis an option to acquire any
shares of NEON Communications which NEON Communications has a right to
acquire from Mode 1. NEON Communications has agreed to exercise its rights
under the CMP Agreement upon exercise of these rights by the Stockholders.
As of October 19, 2000, the CMP Agreement was amended by a First Amendment to
Northeast Optic Network, Inc. Principal Stockholders Agreement. This
amendment added Mode 1 and New England Business Trust, an indirect wholly-
owned subsidiary of CMP, as parties to the CMP Agreement. The purpose of
this amendment was to (i) allow the resale of shares held by the parties
pursuant to Rule 144 under the Securities Act of 1933 and (ii) to agree among
the parties as to voting of shares for directors. The amendment states that
parties to the CMP Agreement agree to vote their shares so as to fix the
number of directors of NEON Communication at nine (9), and to elect (i) two
members designated by NU, initially John H. Forsgren and Gary D. Simon and
(ii) two members designated by NEBT, initially Michael McClain and Michael I.
German. Each of the parties also agreed not to vote to remove any director
designated by the other party, except for bad faith or willful misconduct.
Each Party's right to designate two directors shall be reduced to one in the
event its stock ownership is reduced below certain specified levels.
Item 7. Material to be Filed as Exhibits.
Exhibit A: Stockholders' Agreement dated September 14, 2000*
Exhibit B: FiveCom, Inc. Principal Stockholders Agreement
Exhibit C: First Amendment to Northeast Optic Network, Inc.
Principal Stockholders Agreement
* Previously filed
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<FN1> 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 disclosures provided in a prior cover page.
The information required on 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 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).
<FN2> Includes 4,607,878 shares beneficially held by others who, together
with Mode 1 Communications, Inc., may be held to constitute a group and
4,455,801 shares beneficially held by others who, together with Mode 1
Communications, Inc., may be held to constitute a group.
<FN3> Includes 4,607,878 shares beneficially held by others who may be held
to constitute a group of which subsidiary is a member and 4,455,801 shares
beneficially held by others who may be held to constitute a group of which
subsidiary is a member.
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.
November 9, 2000
/s/ Randy A. Shoop
Name: Randy A. Shoop
Title: Assistant Treasurer-Finance
of Northeast Utilities,
on behalf of itself and its subsidiaries,
NU Enterprises Inc. and Mode 1 Communications, Inc.
