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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(Amendment No. 3)
Advanced Radio Telecom Corp.
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(Name of Issuer)
Common Stock, $.001 par value
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(Title of class of securities)
00743U-10-1
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(CUSIP number)
H. Bryan Ives, III
Nelson Mullins Riley & Scarborough, L.L.P.
100 N. Tryon Street
Suite 2600
Charlotte, North Carolina 28202-4000
(704) 417-3000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 20, 1998
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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 which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3)
or (4), check the following box [ ].
(Continued on following pages)
(Page 1 of 5 Pages)
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<S> <C>
Schedule 13D
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CUSIP No. 00743U-10-1 13D Page 2 of 5 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Columbia Capital Corporation
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Virginia
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7 SOLE VOTING POWER
NUMBER OF 2,658,828
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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8 SHARED VOTING POWER
0
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9 SOLE DISPOSITIVE POWER
2,658,828
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,658,828
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.9%
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14 TYPE OF REPORTING PERSON*
CO
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</TABLE>
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ADVANCED RADIO TELECOM CORP.
(CUSIP NO. 00743U-10-1)
By this Amendment No. 3 to Schedule 13D, Columbia Capital Corporation,
a Virginia corporation ("Columbia Capital"), hereby amends the joint Schedule
13D ("Schedule 13D") filed by Columbia Capital and CCC Millimeter, L.P., a
Delaware limited partnership ("CCC Millimeter"), relating to the common stock,
par value $.001 per share (the "Common Stock"), of Advanced Radio Telecom Corp.,
a Delaware corporation (the "Issuer"). Except as specifically amended by this
Amendment No. 3, the Schedule 13D of CCC Millimeter and Columbia Capital remains
in full force and effect.
Item 2, subparagraph (a) is hereby amended and restated in its entirety
to read as follows:
ITEM 2. IDENTITY AND BACKGROUND
(a) This statement is filed with respect to Columbia Capital
Corporation, a Virginia corporation ("Columbia Capital"). Columbia Capital is
referred to herein as the "Reporting Person." Columbia Capital and CCC
Millimeter, L.P., a Delaware limited partnership ("CCC Millimeter") filed a
joint Schedule 13D with respect to their ownership of shares of the Common Stock
of the Issuer on March 10, 1997, as amended by Amendments No. 1 and 2 thereto
dated July 21, 1997 and March 5, 1998, respectively. As reported in Amendment
No. 2, CCC Millimeter no longer owns 5% or more of the Issuer's Common Stock.
Accordingly, this Amendment No. 3 is being filed only by Columbia Capital.
Columbia Capital is the sole general partner of CCC Millimeter and Columbia
Millimeter Communications, L.P., a Delaware limited partnership ("Columbia
Millimeter"). CCC Millimeter owns approximately 1.6% of the Issuer's Common
Stock. Columbia Millimeter owns approximately 2.9% of the Issuer's Common Stock.
By virtue of its position as sole general partner of each of CCC Millimeter and
Columbia Millimeter, Columbia Capital has the power to vote and dispose of the
Common Stock held by CCC Millimeter and Columbia Millimeter.
Item 3 is hereby amended and restated in its entirety to read as
follows:
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On July 3, 1996, the Issuer entered into an agreement (the "CommcoCCC
Agreement") to acquire 129 38 GHz wireless broadband authorizations (the
"Assets") from CommcoCCC, Inc. ("CommcoCCC") in exchange for 6,000,000 shares of
Common Stock of the Issuer. On February 25, 1997, the CommcoCCC Agreement was
consummated by the transfer of the Assets in exchange for the issuance of
6,000,000 shares of Common Stock as follows: 2,350,310 shares to CCC Millimeter;
855,304 shares to Columbia Millimeter; and 2,794,386 shares to the remaining
shareholder of CommcoCCC, Commco, L.L.C. In addition, in connection with certain
bridge financings, the Issuer issued to Columbia Capital and Commco, L.L.C.,
five-year warrants to purchase a total of 116,364 shares of Common Stock, all at
an exercise price of $17.1875 per share ($15.00 after giving effect to
anti-dilution adjustments). Of such warrants, Columbia Capital owns warrants for
62,173 shares and the remaining warrants for 54,191 shares were issued to
Commco, L.L.C. The warrants owned by Columbia Capital became exercisable in
October, 1997.
Effective April 29, 1997, Columbia Millimeter distributed 136,435
shares of the Issuer's Common Stock to its sole general partner, Columbia
Capital, and 547,809 shares of the Issuer's Common Stock to its individual
limited partners. Following this distribution, Columbia Millimeter retained
record ownership of 171,060 shares of the Issuer's Common Stock. Columbia
Capital, by virtue of its position as the sole general partner of CCC Millimeter
and Columbia Millimeter, has the power to vote and dispose of the Issuer's
Common Stock held by CCC Millimeter and Columbia Millimeter.
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In October, 1997, CCC Millimeter, Columbia Millimeter, and Columbia
Capital agreed to transfer an aggregate of 421,700 shares of the Issuer's Common
Stock to BizTel Communications, Inc. ("BizTel") to settle claims asserted
against them by BizTel. CCC Millimeter subsequently transferred 421,700 shares
of the Issuer's Common Stock to BizTel on behalf of itself and on behalf of
Columbia Millimeter and Columbia Capital. In order to reimburse CCC Millimeter
for the shares of the Issuer's Common Stock transferred on their behalf, (i)
Columbia Millimeter transferred 54,234 shares of the Issuer's Common Stock to
CCC Millimeter on February 18, 1997, and (ii) Columbia Capital transferred
93,087 shares of the Issuer's Common Stock to CCC Millimeter on February
18,1998.
On February 18, 1998, CCC Millimeter distributed to its partners on a
pro rata basis a total of 1,718,765 shares of the Issuer's Common Stock.
Included in this distribution was a transfer of 758,765 shares of the Issuer's
Common Stock to Columbia Capital, which is the general partner of CCC
Millimeter. On March 16, 1998, Columbia Capital sold 15,200 shares of the
Issuer's Common Stock.
In connection with the CommcoCCC Agreement, Columbia Capital and
Columbia Millimeter granted to the Issuer pursuant to that certain Right of
First Offer Agreement dated July 3, 1996 (the "First Offer Agreement") a right
of first offer on any 38 GHz authorizations granted to Columbia Capital or
Columbia Millimeter with respect to any pending applications owned by them.
Columbia Capital and Columbia Millimeter were granted certain 38 GHz
authorizations with respect to their pending applications and notified the
Issuer of their desire to transfer such new authorizations. In response to such
notification, the Issuer elected to purchase those authorizations pursuant to
the First Offer Agreement. On May 20, 1998, the Issuer completed the acquisition
of those authorizations from Columbia Capital and Columbia Millimeter in
exchange for 1,335,750 shares of the Issuer's Common Stock.
Item 5 is hereby amended and restated in its entirety to read as follows:
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Columbia Capital currently beneficially owns 2,658,828 shares of
the Issuer's Common Stock, representing approximately 11.9% of the currently
outstanding Common Stock. This amount includes 1,584,286 shares owned directly
by Columbia Capital (representing approximately 7.1% of the currently
outstanding Common Stock), 62,173 shares issuable upon exercise of the warrant,
which shares Columbia Capital is deemed to own beneficially, and 1,012,369
shares owned of record by CCC Millimeter and Columbia Millimeter, which shares
Columbia Capital is deemed to own beneficially by virtue of its position as sole
general partner of each of CCC Millimeter and Columbia Millimeter. CCC
Millimeter currently beneficially owns 357,166 shares of the Issuer's Common
Stock, representing approximately 1.6% of the currently outstanding shares of
Common Stock. Columbia Millimeter currently beneficially owns 655,203 shares of
the Issuer's Common Stock, representing approximately 2.9% of the currently
outstanding shares of Common Stock. The aggregate percentage of shares of Common
Stock reported as owned by the Reporting Person is based upon 22,237,843 shares
outstanding as of May 12, 1998, as disclosed in the Issuer's Quarterly Report on
Form 10-Q for the quarter ended March 31, 1998, filed with the Securities and
Exchange Commission on May 15, 1998.
(b) Columbia Capital has the sole power to vote and dispose of all
1,548,286 shares of Common Stock owned directly by it and, by virtue of its
position as sole general partner of each of CCC Millimeter and Columbia
Millimeter, Columbia Capital has the sole power to vote and dispose of all
1,012,369 shares of the Issuer's Common Stock owned by CCC Millimeter and
Columbia Millimeter.
(c) Not applicable.
(d) Not applicable.
(e) On February 18, 1998, CCC Millimeter distributed to its partners on
a pro rata basis a total of 1,718,765 shares of the Issuer's Common Stock. As a
result of such distributions, CCC Millimeter owns less than five percent (5%) of
the Issuer's Common Stock.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
June 24, 1998
COLUMBIA CAPITAL CORPORATION
By: /s/ Neil P. Byrne
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Printed Name: Neil P. Byrne
Its: Vice-President
