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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 2)
Under the Securities Exchange Act of 1934
Mpower Communications Corp.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
62473J106
(CUSIP Number)
Carolyn S. Reiser, Esq.
Shartsis, Friese & Ginsburg LLP
One Maritime Plaza, 18th Floor
San Francisco, CA 94111
(415) 421-6500
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
November 10, 2000
(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 which is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-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(b) for other parties to whom copies are to be sent.
* 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 ("Act") 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).
Potential persons who are to respond to the collection of information
contained in this form are not required to respond unless the form
displays a currently valid OMB control number.
SEC 1746 (10-97)
SCHEDULE 13D
CUSIP No.62473J106 Page 2 of 12 Pages
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1 NAME OF REPORTING PERSON
SS OR IRS IDENTIFICATION NO. OF ABOVE PERSON
West Highland Capital, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS* AF
------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY -----------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 12,000,000
REPORTING -----------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH -0-
-----------------------------------------
10 SHARED DISPOSITIVE POWER
12,000,000
------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,000,000
------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.4%
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14 TYPE OF REPORTING PERSON*
CO and IA
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SCHEDULE 13D
CUSIP No. 62473J106 Page 3 of 12 Pages
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1 NAME OF REPORTING PERSON
SS OR IRS IDENTIFICATION NO. OF ABOVE PERSON
Lang H. Gerhard
------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
------------------------------------------------------------------
3 SEC USE ONLY
------------------------------------------------------------------
4 SOURCE OF FUNDS* AF
------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 3,000,000
BENEFICIALLY -----------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 12,000,000
REPORTING -----------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 3,000,000
-----------------------------------------
10 SHARED DISPOSITIVE POWER
12,000,000
------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,000,000
------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.7%
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14 TYPE OF REPORTING PERSON*
IN
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SCHEDULE 13D
CUSIP No. 62473J106 Page 4 of 12 Pages
------------------------------------------------------------------
1 NAME OF REPORTING PERSON
SS OR IRS IDENTIFICATION NO. OF ABOVE PERSON
Estero Partners, LLC
------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
------------------------------------------------------------------
3 SEC USE ONLY
------------------------------------------------------------------
4 SOURCE OF FUNDS* AF
------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY -----------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 11,215,472
REPORTING -----------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH -0-
-----------------------------------------
10 SHARED DISPOSITIVE POWER
11,215,472
------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,215,472
------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20%
------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
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SCHEDULE 13D
CUSIP No. 62473J106 Page 5 of 12 Pages
------------------------------------------------------------------
1 NAME OF REPORTING PERSON
SS OR IRS IDENTIFICATION NO. OF ABOVE PERSON
West Highland Partners, L.P.
------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / x /
------------------------------------------------------------------
3 SEC USE ONLY
------------------------------------------------------------------
4 SOURCE OF FUNDS* WC
------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY -----------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 9,180,047
REPORTING -----------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH -0-
-----------------------------------------
10 SHARED DISPOSITIVE POWER
9,180,047
------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,180,047
------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.4%
------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
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SCHEDULE 13D
CUSIP No. 62473J106 Page 6 of 12 Pages
ITEM 1. SECURITY AND ISSUER.
This statement relates to shares of common stock (the "Common
Stock"), of Mpower Communications Corp. (the "Issuer"). The
address of the principal executive offices of the Issuer is 175
Sully's Trail, Suite 300, Pittsford, NY 14534.
ITEM 2. IDENTITY AND BACKGROUND.
(a) The names of the persons filing this statement are Lang H.
Gerhard ("Gerhard"), West Highland Capital, Inc., a California
corporation ("WHC"), West Highland Partners, L.P., a California
limited partnership ("WHP"), and Estero Partners, LLC, a California
limited liability company ("LLC") (collectively, the "Filers").
(b) The principal business office of the Filers is located at 300
Drake's Landing Road, Suite 290, Greenbrae, CA 94904.
(c) Gerhard is the sole director and occupies all the executive
offices of WHC, which is an investment adviser. Gerhard is the sole
manager of LLC. WHC, LLC and Gerhard are the general partners of
WHP. WHP is an investment limited partnership.
(d) During the last five years, none of such persons has been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) During the last five years, none of such persons was a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding 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) Gerhard is a citizen of the United States of America.
SCHEDULE 13D
CUSIP No. 62473J106 Page 7 of 12 Pages
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The source and amount of funds used in purchasing the Common Stock
were as follows:
Purchaser Source of Funds Amount
Gerhard Personal Funds $ 28,178,837.41
WHC Funds Under Management(1) $158,962,562.36
WHP Working Capital $120,941,357.73
(1) Includes funds invested by WHP and other investment
advisory clients in Common Stock
ITEM 4. PURPOSE OF TRANSACTION.
The Common Stock was acquired for investment. In the future, the
Filers may decide to purchase additional shares of Common Stock, or
sell part or all of their current holdings of Common Stock.
Except as set forth above, none of the Filers has any plans or
intentions that would relate to or result in:
(a) The acquisition by any person of additional securities of
the issuer, or the disposition of securities of the issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the issuer or any of its
subsidiaries;
SCHEDULE 13D
CUSIP No. 62473J106 Page 8 of 12 Pages
(c) A sale or transfer of a material amount of assets of the
issuer or any of its subsidiaries;
(d) Any change in the present board of directors or management
of the issuer, including any plans or proposals to change the number
or term of directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or
dividend policy of the issuer;
(f) Any other material change in the issuer's business or
corporate structure including but not limited to, if the issuer is a
registered closed-end investment company, any plans or proposals to
make any changes in its investment policy for which a vote is
required by section 13 of the Investment Company Act of 1940;
(g) Changes in the issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the issuer by any person;
(h) Causing a class of securities of the issuer to be delisted
from a national securities exchange or to cease to be authorized to
be quoted in an inter-dealer quotation system of a registered
national securities association;
(i) A class of equity securities of the issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the
Act; or
(j) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The beneficial ownership of the Common Stock of the persons named in
Item 2 of this statement is as follows at the date hereof:
Aggregate
Beneficially
Owned Voting Power Dispositive Power
Name Number Percent Sole Shared Sole Shared
WHC 12,000,000 21.4% 0 12,000,000 0 12,000,000
Gerhard 15,000,000 26.7% 3,000,000 12,000,000 3,000,000 12,000,000
LLC 11,215,472 20.0% 0 11,215,472 0 11,215,472
WHP 9,180,047 16.4% 0 9,180,047 0 9,180,047
SCHEDULE 13D
CUSIP No. 62473J106 Page 9 of 12 Pages
The persons filing this statement effected the following open market
transactions in the Common Stock on the dates indicated, and such
transactions are the only transactions by the persons filing this
statement in the Common Stock since November 7, 2000:
Name
Purchase
or Sale
Date
Number of
Shares
Price Per
Share
WHP
P
11/08/00
9,639
$5.4421
WHC
P
11/08/00
2,961
5.4421
Gerhard
P
11/08/00
80,500
5.4421
Gerhard
P
11/08/00
65,000
5.5288
Gerhard
P
11/08/00
54,500
5.5416
Gerhard
P
11/09/00
73,500
5.2762
Gerhard
P
11/09/00
50,000
5.3125
Gerhard
P
11/09/00
176,500
5.2755
WHP
P
11/10/00
289,170
4.4375
WHC
P
11/10/00
88,830
4.4375
Gerhard
P
11/10/00
100,000
5.0048
WHP
P
11/13/00
8,033
4.8052
WHC
P
11/13/00
2,467
4.8052
WHP
P
11/13/00
161,798
4.8113
WHC
P
11/13/00
49,702
4.8113
Gerhard
P
11/13/00
55,000
5.0000
Gerhard
P
11/13/00
45,000
4.8052
Gerhard
P
11/13/00
100,000
4.8578
WHP
P
11/14/00
95,625
4.7500
WHC
P
11/14/00
29,375
4.7500
WHP
P
11/14/00
30,600
5.0547
WHC
P
11/14/00
9,400
5.0547
WHP
P
11/14/00
7,956
4.9838
WHC
P
11/14/00
2,444
4.9838
WHP
P
11/15/00
148,028
4.8561
WHC
P
11/15/00
45,472
4.8561
Gerhard
P
11/15/00
94,000
4.8561
WHP
P
11/15/00
23,792
4.7438
WHC
P
11/15/00
7,308
4.7438
Gerhard
P
11/16/00
16,000
4.9615
Gerhard
P
11/16/00
50,000
5.1250
Gerhard
P
11/16/00
40,000
5.0508
SCHEDULE 13D
CUSIP No. 62473J106 Page 10 of 12 Pages
ITEM. 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
Gerhard, WHC and LLC are the general partners of WHP pursuant to a
limited partnership agreement providing to Gerhard, WHC and LLC the
authority, among other things, to invest the funds of WHP in the
Common Stock, to vote and dispose of the Common Stock and to file
this statement on behalf of WHP. Pursuant to such limited
partnership agreement, the general partners of WHP are entitled to
allocations based on assets under management and realized and
unrealized gains, if certain conditions are met.
Pursuant to investment management agreements, WHC is authorized,
among other things, to invest funds of its various investment
advisory clients, and to vote and dispose of those securities. Such
investment management agreements may be terminated by either party on
notice as provided in such agreements and provide for fees payable to
WHC based on assets under management and realized and unrealized
gains.
WHC, LLC and Gerhard constitute a group as defined in Rule 13d-
5(b)(1) under the Securities Exchange Act of 1934. WHP is filing
jointly and disclaims membership in a group.
Other than as disclosed above, none of the Filers is a party to any
contract, arrangement, understanding or relationship (legal or other)
with any person, with respect to any securities of the Issuer,
including, but not limited to, transfer or voting of any securities,
finders fees, joint ventures, profits, division of profits or losses,
or the giving or withholding of proxies.
Each of the Filers disclaims beneficial ownership of the Common Stock
for purposes of Rule 16a-1(a)(2) under the Securities Exchange Act of
1934, except to the extent of its pecuniary interest in the Common
Stock
SCHEDULE 13D
CUSIP No. 62473J106 Page 11 of 12 Pages
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
A. Agreement Regarding Joint Filing of Statement on Schedule 13D or
13G.
SIGNATURES
After reasonable inquiry and to the best of my knowledge, I
certify that the information set forth in this statement is true,
complete and correct.
DATED: November 20, 2000
LANG H. GERHARD WEST HIGHLAND PARTNERS, L.P.
By: West Highland Capital, Inc. By: West Highland Capital, Inc.
Attorney-in-Fact Attorney-in-Fact
By: Bonnie George Bonnie George,
Chief Operating Officer Chief Operating
Officer
WEST HIGHLAND CAPITAL, INC. ESTERO PARTNERS, LLC
By: West Highland Capital, Inc
Attorney-in-Fact
By: Bonnie George
Chief Operating Officer By: Bonnie George
Chief Operating
Officer
SCHEDULE 13D
CUSIP No. 62473J106 Page 12 of 12 Pages
EXHIBIT A
AGREEMENT REGARDING JOINT FILING
OF STATEMENT ON SCHEDULE 13D OR 13G
The undersigned agree to file jointly with the Securities and
Exchange Commission (the "SEC") any and all statements on Schedule
13D or Schedule 13G (and any amendments or supplements thereto)
required under section 13(d) of the Securities Exchange Act of 1934,
as amended, in connection with purchases by the undersigned of
securities of Intermedia Communications, Inc. and any other issuer,
until such time as the undersigned file with the SEC a statement
terminating this Agreement Regarding Joint Filing of Statement on
Schedule 13D or 13G. For that purpose, the undersigned hereby
constitute and appoint West Highland Capital, Inc., a California
corporation, as their true and lawful agent and attorney-in-fact,
with full power and authority for and on behalf of the undersigned to
prepare or cause to be prepared, sign, file with the SEC and furnish
to any other person all certificates, instruments, agreements and
documents necessary to comply with section 13(d) and section 16(a) of
the Securities Exchange Act of 1934, as amended, in connection with
said purchases, and to do and perform every act necessary and proper
to be done incident to the exercise of the foregoing power, as fully
as the undersigned might or could do if personally present, until
such time as the undersigned file with the SEC a statement
terminating this Agreement Regarding Joint Filing of Statement on
Schedule 13D or 13G.
DATED: May 15, 1998
/s/ Lang H. Gerhard WEST HIGHLAND PARTNERS, L.P.
Lang H. Gerhard
By: /s/ Lang H. Gerhard
Lang H. Gerhard,
WEST HIGHLAND CAPITAL, INC. General Partner
By: /s/ Bonnie George
Bonnie George, Chief BUTTONWOOD PARTNERS, L.P.
Operating Officer
By: /s/ Lang H. Gerhard
ESTERO PARTNERS, LLC Lang H. Gerhard,
General Partner
By: /s/ Lang H. Gerhard
Lang H. Gerhard,
Manager
CSR\2463\041\1123459.01
