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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 RULE 13d-1(a) AND AMENDMENTS THERETO FIELD PURSUANT TO RULE 13d-2(a)
(Amendment No. 2)
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)
Paul Baskowsky, Esq., Dilworth Paxson LLP, 1735 Market Street,
3200 Mellon Bank Center, Phila. Pa 19103 215-575-7012
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 27, 2002
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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-d1(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.
(Continued on following pages)
Schedule 13D Forms
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATIN NO. OF ABOVE PERSONS (ENTITIES ONLY)
ECP Telecommunications Holdings, LLC EIN: 51-0409440
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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*
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY EACH 0
REPORTING PERSON WITH
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8 SHARED VOTING POWER
12,920,316
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9 SOLE DISPOSITIVE POWER
3,635,793
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10 SHARED DISPOSITIVE POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,920,316 1
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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)
48.9 %
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14 TYPE OF REPORTING PERSON*
OO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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1 Includes 9,284,523 shares beneficially held by others who together with ECP
Telecommunications Holdings, LLC, may be deemed to constitute a group with
regard to a total of 12,920,316 shares. Also includes 2,300,000 shares
issuable upon conversion of the entire principle amount of a certain
convertible note, dated August 10, 2001 and 104,650 shares issuable upon
conversion of accrued interest within 60 days of September 10, 2001. This
Amendment No. 2 is filed by ECP Telecommunications Holdings, LLC and Exelon
Corporation to report a decrease in beneficial ownership of the common
stock of NEON Communication, Inc. as a result of a series of sales during
the period January 25, 2002 through January 31, 2002 and February 1, 2002
through February 27, 2002, wherein ECP Telecommunications Holdings, LLC
sold a total of 900,000 shares of common stock of NEON Communications, Inc.
pursuant to Rule 144 in open market transactions, at an average price of
$.32 per share.
2
Schedule 13D Forms
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATIN NO. OF ABOVE PERSONS (ENTITIES ONLY)
Exelon Corporation EIN: 23-2990190
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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*
None
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania
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NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY EACH None (Item 5)
REPORTING PERSON WITH
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8 SHARED VOTING POWER
None
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9 SOLE DISPOSITIVE POWER
None (Item 5)
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10 SHARED DISPOSITIVE POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,920,316 1
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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)
48.9 %
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14 TYPE OF REPORTING PERSON*
CO, HC
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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1 Includes 9,284,523 shares beneficially held by others who may be held to
constitute a group of which subsidiary is a member with regard to a total
of 12,920,316 shares.
3
Item 1. Security and Issuer.
(a) Class:
Common Stock, par value $.01 per share
(b) Name of Isssuer:
NEON Communications, Inc
(c) Address of Issuer's Principal Executive Office:
2200 West Park Drive, Westborough, Massachusetts 01851
Item 2. Identity and Background.
Exelon Corporation, a Pennsylvania corporation, indirectly owns all of the
issued and outstanding stock of ECP Telecommunications Holdings, LLC.
(a) Name of Filing Person:
Exelon Corporation
(b) Residence or Business Address:
10 S. Dearborn St., 37th Fl., Chicago, IL 60690
(c) Present Principal Occupation:
Provider of power generation and other services.
Directors of Exelon Corporation:
(a) Name:
Corbin A. McNeill, Jr.
(b) Residence or Business Address:
10 S. Dearborn St., 37th Fl., Chicago, IL 60690
(c) Present Principal Occupation:
Chairman and Co-Chief Executive Officer of Exelon Corporation
(a) Name:
John W. Rowe
(b) Residence or Business Address:
10 S. Dearborn St., 37th Fl., Chicago, IL 60690
(c) Present Principal Occupation:
President and Co-Chief Executive Officer of Exelon Corporation
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(a) Name:
M. Walter D'Alessio
(b) Residence or Business Address:
10 S. Dearborn St., 37th Fl., Chicago, IL 60690
(c) Present Principal Occupation:
President and Chief Executive Officer Legg Mason Real Estate Services.
(a) Name:
G. Fred DiBona, Jr.
(b) Residence or Business Address:
10 S. Dearborn St., 37th Fl., Chicago, IL 60690
(c) Present Principal Occupation:
President and Chief Executive Officer, Independence Blue Cross.
(a) Name:
Bruce DeMars
(b) Residence or Business Address:
10 S. Dearborn St., 37th Fl., Chicago, IL 60690
(c) Present Principal Occupation:
Chief Executive Officer, Nonproliferation Trust
(a) Name:
Richard H. Glanton, Esq.
(b) Residence or Business Address:
10 S. Dearborn St., 37th Fl., Chicago, IL 60690
(c) Present Principal Occupation:
Partner of the law firm Reed Smith Shaw & McClay, LLP.
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(a) Name:
Rosemarie B. Greco
(b) Residence or Business Address:
10 S. Dearborn St., 37th Fl., Chicago, IL 60690
(c) Present Principal Occupation:
Principal, GRECO Ventures.
(a) Name:
John M. Palms, Ph.D.
(b) Residence or Business Address:
10 S. Dearborn St., 37th Fl., Chicago, IL 60690
(c) Present Principal Occupation:
President of the University of South Carolina.
(a) Name:
Sue L. Gin
(b) Residence or Business Address:
10 S. Dearborn St., 37th Fl., Chicago, IL 60690
(c) Present Principal Occupation:
Founder, Owner, Chairman and Chief Executive
Officer of Flying Foods Group, Inc.
(a) Name:
Ronald Rubin
(b) Residence or Business Address:
10 S. Dearborn St., 37th Fl., Chicago, IL 60690
(c) Present Principal Occupation:
Chief Executive Officer, The Pennsylvania Real Estate Investment Trust.
(a) Name:
Edgar D. Jannotta
(b) Residence or Business Address:
10 S. Dearborn St., 37th Fl., Chicago, IL 60690
(c) Present Principal Occupation:
Chairman, William Blair & Company, L.L.C.
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(a) Name:
Edward A. Brennan
(b) Residence or Business Address:
10 S. Dearborn St., 37th Fl., Chicago, IL 60690
(c) Present Principal Occupation:
Retired Chairman and Chief Executive Officer, Sears, Roebuck and Co.
(a) Name:
Carlos H. Cantu
(b) Residence or Business Address:
10 S. Dearborn St., 37th Fl., Chicago, IL 60690
(c) Present Principal Occupation:
Retired President and Chief Executive Officer, The ServiceMaster Company
(a) Name:
John W. Rogers, Jr.
(b) Residence or Business Address:
10 S. Dearborn St., 37th Fl., Chicago, IL 60690
(c) Present Principal Occupation:
Founder, Chairman and Chief Executive Officer, Ariel
Capital Management, Inc.
(a) Name:
Richard L. Thomas
(b) Residence or Business Address:
10 S. Dearborn St., 37th Fl., Chicago, IL 60690
(c) Present Principal Occupation:
Retired Chairman, First Chicago NBD Corporation
Officers of Exelon Corporation:
(a) Name:
Corbin A. McNeill, Jr.
(b) Residence or Business Address:
10 S. Dearborn St., 37th Fl., Chicago, IL 60690
(c) Present Principal Occupation:
Chairman and Co-Chief Executive Officer.
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(a) Name:
John W. Rowe
(b) Residence or Business Address:
10 S. Dearborn St., 37th Fl., Chicago, IL 60690
(c) Present Principal Occupation:
President and Co-Chief Executive Officer
(d) , (e) Neither Exelon Corporation nor, to the best knowledge of Exelon
Corporation, any director or officer of Exelon Corporation, 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 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:
Exelon Corporation is organized under the laws of the Commonwealth of
Pennsylvania. All of Exelon Corporation's directors and officers are citizens of
the United States of America.
(a) Name of Person Filing:
ECP Telecommunications Holdings, LLC, a limited liability company organized
under the laws of the state of Delaware, is an indirect wholly owned subsidiary
of Exelon Corporation.
(b) Residence or Business Address:
2751 Centerville Road, Suite 3170, Wilmington, DE 19808
(c) Present Principal Occupation:
Owns and manages capital investments.
Members of ECP Telecommunications Holdings, LLC:
(a) Name:
Exelon Capital Partners, Inc.
(b) Residence or Business Address:
2751 Centerville Road, Suite 3170, Wilmington, DE 19808
(c) Present Principal Occupation:
Owns and manages capital investments.
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Managers of ECP Telecommunications Holdings, LLC:
(a) Name:
Robert A. Shinn
(b) Residence or Business Address:
2751 Centerville Road, Suite 3170, Wilmington, DE 19808
(c) Present Principal Occupation:
President
(d), (e) Neither ECP Telecommunications Holdings, LLC nor, to the best knowledge
of ECP Telecommunications Holdings, LLC, has any member or manager of ECP
Telecommunications Holdings, LLC, 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 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:
ECP Telecommunications Holdings, LLC is organized under the laws of the State of
Delaware.
All of ECP Telecommunications Holdings, LLC's members and managers are citizens
of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
N/A
Item 4. Purpose of Transaction.
The Reporting Persons have no plans or proposals of the type described in
paragraphs (a) through (j) of Item 4 of this Schedule 13D. 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 beneficially owned
by each of the Reporting Persons and by each executive officer, director and
controlling person, if any, of the Reporting Persons, and, to the knowledge of
the Reporting Persons, each other party who may be deemed, together with ECP
Telecommunications Holdings, LLC to constitute a group. Any of such persons
whose names do not appear in the table below do not beneficially own any shares
of common stock of NEON. 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
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Exelon Corporation 12,920,316 (a) 48.9 %
ECP Telecommunications 12,920,316 (a) 48.9 %
Holdings, LLC
Consolidated Edison
Communications, Inc. 12,920,316 (a) 48.9 %
("CEC")
Mode 1
Communications, Inc. 12,920,316 (a) (b) 48.9 %
("Mode 1")
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(a) Shared voting power as to all shares for the limited purpose described in
the Schedule 13D dated September 25, 2000, and sole dispositive power over
3,635,793 shares, as to ECP Telecommunications Holdings, LLC, 2,476,735 shares,
as to CEC, and 6,807,788 shares, as to Mode 1.
(b) Excludes any additional shares of common stock of NEON which Mode 1 may be
deemed to own.
Exelon Corporation indirectly owns all of the issued and outstanding shares of
ECP Telecommunications Holdings, LLC and is, therefore, the indirect beneficial
owner of all of the shares of NEON beneficially owned by ECP Telecommunications
Holdings, LLC. Pursuant to Section 13(d)(3) under the Securities Exchange Act,
ECP Telecommunications Holdings, LLC, CEC and Mode 1 may each be deemed to
beneficially own the shares of common stock of NEON owned by the others as a
result of the limited agreement as to voting described in the Initial Schedule
13D.
During the period of January 25, 2002 through January 31, 2002 and February 1,
2002 through February 27, 2002, the Reporting Person sold a total of 900,000
shares of NEON common stock pursuant to Rule 144 in open market transactions, at
an average price of $.32 per share.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
ECP Telecommunications Holdings, LLC, by way of assignments, is a party to the
following agreements: (i) Subordinated Convertible Note Purchase Agreement,
dated August 10, 2001; (ii) Registration Rights Agreement, dated as of August
10, 2001; and (iii) Stockholders Agreement dated as of September 14, 2000. Such
agreements are described in Schedule 13D Amendment No.1, filed October 23, 2001.
On November 28, 2001, Gregory A. Cucchi, ECP Telecommunications Holdings, LLC's
designee to serve on the NEON board of directors resigned and was not replaced.
Item 7. Material to be Filed as Exhibits.
None
10
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: April 16, 2002
ECP Telecommunications Holdings, LLC
By: /s/ Robert A. Shinn
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Name: Robert A. Shinn
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Title: President
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JOINT FILING STATEMENT
In accordance with Rule 13d-1(f) promulgated pursuant to the Securities Exchange
Act of 1934, the undersigned hereby agree to the joint filing on behalf of each
of them of a Statement on Schedule 13D, including amendments thereto, with
respect to the Common Stock, par value $.01 per share, of NEON Communications,
Inc. and that this Joint Filing Statement be included as an Exhibit to such
joint filing.
Date: April 16, 2002
EXELON CORPORATION
By: /s/ Scott N. Peters
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Name: Scott N. Peters
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Title: Assistant Secretary
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