UNITED STATES
SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
NEON Communications Group Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
64050 T101
(CUSIP Number)
Michael Emanuel, Esq.
c/o Loeb Partners Corporation
61 Broadway, N.Y., N.Y., 10006 (212) 483-7047
(Name, address and Telephone Number of Person Authorized to Receive Notices
and Communications)
June 24, 2007
(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 [ ]. Check
the following box if a fee is being paid with statement [ ]. (A fee is not
required only if the following reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described is Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.) Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) 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 remained 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).
SCHEDULE 13D
CUSIP NO. 64050T101
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Loeb Partners Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC, O
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 252,174 Shares of Common stock
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY ------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 252,174 Shares of Common stock
PERSON WITH 10 SHARED DISPOSITIVE POWER
------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
252,174 Shares of Common stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.51%
14 TYPE OF REPORTING PERSON*
CO, BD, IA
SCHEDULE 13D
CUSIP NO. 64050T101
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Loeb Arbitrage Fund
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC, O
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED [ ]
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF 7 SOLE VOTING POWER
SHARES 2,825,889 Shares of Common stock
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -----
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,825,889 Shares of Common stock
PERSON WITH 10 SHARED DISPOSITIVE POWER
-----
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,825,889 Shares of Common stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.78%
14 TYPE OF REPORTING PERSON*
PN, BD
SCHEDULE 13D
CUSIP NO. 64050T101
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Loeb Offshore Fund Ltd.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC, O
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF 7 SOLE VOTING POWER
SHARES 664,783 Shares of Common stock
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY --------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 664,783 Shares of Common stock
PERSON WITH 10 SHARED DISPOSITIVE POWER
-------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
664,783 Shares of Common stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.36%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
CUSIP NO. 64050T101
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Loeb Marathon Fund LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC, O
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 468,529 Shares of Common stock
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY --------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 468,529 Shares of Common stock
PERSON WITH 10 SHARED DISPOSITIVE POWER
-------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
468,529 Shares of Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.96%
14 TYPE OF REPORTING PERSON*
PN
SCHEDULE 13D
CUSIP NO. 64050T101
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Loeb Marathon Offshore Fund, Ltd.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC, O
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF 7 SOLE VOTING POWER
SHARES 322,114 Shares of Common stock
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY --------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 322,114 Shares of Common stock
PERSON WITH 10 SHARED DISPOSITIVE POWER
-------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
322,114 Shares of Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.66%
14 TYPE OF REPORTING PERSON*
CO
Item 1. Security and Issuer.
------ -------------------
This statement refers to the Common Stock of NEON Communications Group, Inc.
("Issuer"), 196 Van Buren Street, Herndon, VA., 20170. The amounts of Common
Stock referred to within this document include Loeb Partners Corporation's
holdings of convertible preferred stock which are currently convertible at a
rate of one share of Common Stock for each share of convertible Preferred Stock.
Item 2. Identity and Background.
------ -----------------------
Loeb Arbitrage Fund ("LAF"), 61 Broadway, New York, New York, 10006, is a New
York limited partnership. It is a registered broker/dealer. Its general partner
is Loeb Arbitrage Management, Inc., ("LAM"), a Delaware corporation, with the
same address. Its President is Gideon J. King. The other officers of LAM are
Thomas L. Kempner, Chairman of the Board, President, Peter A. Tcherepnine, Vice
President, Edward J. Campbell, Vice President. Loeb Partners Corporation
("LPC"), 61 Broadway, New York, New York, 10006, is a Delaware corporation. It
is a registered broker/dealer and a registered investment adviser. Thomas L.
Kempner is its President and a director and its Chief Executive Officer. Norman
N. Mintz is a Vice President and also a director. Gideon J. King is Executive
Vice President. Loeb Holding Corporation ("LHC"), a Maryland corporation, 61
Broadway, New York, New York, 10006 is the sole stockholder of LAM and LPC.
Thomas L. Kempner is its President and a director as well as its Chief Executive
Officer and majority stockholder. Norman N. Mintz and Peter A. Tcherepnine are
also directors. Loeb Offshore Fund, Ltd., ("LOF") is a Cayman Islands exempted
company. Loeb Offshore Management, LLC ("LOM") is a Delaware limited liability
company, a registered investment adviser and is wholly owned by Loeb Holding
Corporation. It is the investment adviser of LOF. Gideon J. King and Thomas L.
Kempner are Directors of LOF and Managers of LOM. Loeb Marathon Fund ("LMF") is
a Delaware limited partnership whose general partner is LAM. Loeb Marathon
Offshore Fund Ltd. ("LMOF") is a Cayman Islands exempted company. LOM is the
investment adviser of LMOF. All of the individuals named are United States
citizens. None have been, within the last five years, 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 and as a result of such proceeding been or are 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.
Item 3. Source and Amount of Funds or Other Compensation.
------ ------------------------------------------------
Shares of Common Stock were acquired by LAF, LPC, LOF, LMF and LMOF upon
consummation of a merger between Neon Communications Group, Inc. and Globix
Corporation and are held in margin accounts maintained with Bear Stearns
Securities Corp.
Item 4. Purpose of Transaction.
------ ----------------------
LAF, LPC, LOF, LMF and LMOF ("Loeb") hold the shares of Common Stock for
investment purposes.
On June 24, 2007, the Issuer, RCN Corporation ("RCN") and Raven Acquisition
Corporation, a wholly owned subsidiary of RCN ("Merger Sub"), entered into an
Agreement and Plan of Merger (the "Merger Agreement"). Under the terms of the
Merger Agreement, Merger Sub will merge with and into the Issuer (the "Merger"),
with the Issuer continuing after the Merger as the surviving entity. In
connection with the Merger Agreement, Loeb has entered into a Support Agreement,
dated as of June 24, 2007, with the Issuer (the "Support Agreement"). Pursuant
to the terms of the Support Agreement, Loeb has agreed to vote in favor of the
Merger and against the following transactions or proposals (other than the
transactions contemplated by the Merger Agreement): (a) any extraordinary
corporate transaction, such as a merger, consolidation or other business
combination involving the Issuer; (b) any sale, lease or transfer of a material
amount of the assets of the Issuer, or a reorganization, recapitalization,
dissolution or liquidation of the Issuer; (c) any change in the persons who
constitute the board of directors of the Issuer that is not approved in advance
by at least a majority of the persons who were directors of the Issuer as of the
date of the Support Agreement (or their successors who were so approved); (d)
any material change in the present capitalization of the Issuer or any amendment
of the Issuer's certificate of incorporation or bylaws not otherwise permitted
under the Merger Agreement; or (e) any other action or proposal involving the
Issuer that is intended, or would reasonably be expected, to prevent, impede,
interfere with, delay, postpone, or adversely affect the transactions
contemplated by the Merger Agreement.
Subsequent to the closing of the Merger, Loeb intends to review its investment
in the Issuer on a continuing basis and may engage in discussions with
management and the Board of Directors of the Issuer concerning the business,
operations and future plans of the Issuer. Depending on various factors,
including, without limitation, the Issuer's financial position and investment
strategy, the price levels of the Common Stock, conditions in the securities
markets and general economic and industry conditions, Loeb may in the future
take such actions with respect to its investment in the Issuer as it deems
appropriate including, without limitation, seeking Board representation, making
proposals to the Issuer concerning the capitalization and operations of the
Issuer, purchasing additional Common Stock, selling some or all of its Common
Stock, engaging in short selling of or any hedging or similar transaction with
respect to the Common Stock or changing its intention partially or entirely with
respect to any and all matters referred to in Item 4.
The information set forth in this Item 4 is qualified in its entirety by
reference to the Merger Agreement incorporated by reference as Exhibit 1 and the
form of Support Agreement incorporated by reference as Exhibit 2, which are
expressly incorporated into this Item 4 by reference.
Item 5. Interest in Securities of the Issuer.
------ ------------------------------------
(a) The persons reporting hereby owned the following shares of Common Stock as
of June 24, 2007.
Shares of Common Stock*
Loeb Arbitrage Fund 2,825,889
Loeb Partners Corporation 252,174
Loeb Offshore Fund Ltd. 664,783
Loeb Marathon Fund LP 468,529
Loeb Marathon Offshore Fund Ltd. 322,114
-------
4,533,489
The total shares of Common Stock constitutes 9.22% the 48,881,655 outstanding
shares of Common Stock as reported by the issuer.
(b) See paragraph (a) above.
(c) The following purchases of Common Stock have been made in the last sixty
(60) days by the following:
N/A
------------------------------
*Includes Loeb's holding of convertible Preferred Stock.
All reported transactions were effected on AMEX.
(d) Not applicable.
(e). Not applicable.
Item 6.Contracts, Arrangements, Understandings or Relationships with Respect to
the Issuer.
None.
Item 7. Materials to be Filed as Exhibits.
The information contained in the Exhibit Index is incorporated by
reference.
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.
July 12, 2007 Loeb Partners Corporation
By: /s/ Gideon J. King
Executive Vice President
July 12, 2007 Loeb Arbitrage Fund
By: Loeb Arbitrage Management, Inc., G.P.
By: /s/ Gideon J. King
President
July 12, 2007 Loeb Offshore Fund Ltd.
By: /s/ Gideon J. King
Director
July 12, 2007 Loeb Marathon Fund LP
By: Loeb Arbitrage Management, Inc., G.P.
By: /s/ Gideon J. King
President
July 12, 2007 Loeb Marathon Offshore Fund Ltd.
By: /s/ Gideon J. King
Director
Exhibit Index
1. Merger Agreement(incorporated by reference from the Issuer's Forms 8-K filed
with the Securities and Exchange Commission on June 25, 2007 and June 26, 2007).
2. Form of Support Agreement (incorporated by reference from the Issuer's Forms
8-K filed with the Securities and Exchange Commission on June 25, 2007 and June
26, 2007).