SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Rule 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(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)
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 23, 2001
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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.
This amended Schedule 13-D is filed in respect of the Schedule 13-
D originally filed by Northeast Utilities on September 26, 2000,
for the limited purpose of correcting incorrect percentages reported in
Item 5 on Amendment No. 1 to such form filed November 9, 2000 and to
reflect the subsequent acquisition of convertible securities from the
issuer and the disposition of 650,000 shares.
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 (a)
MEMBER OF A GROUP (b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS
Acquisition of convertible securities used funds contributed to
Mode 1 Communications, Inc., (Mode 1) by its ultimate parent Northeast
Utilities (NU).
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
8 SHARED VOTING POWER 17,987,717
(see Item 5)
9 SOLE DISPOSITIVE POWER None
10 SHARED DISPOSITIVE POWER 6,624,037
(see Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 6,624,037
12 CHECK IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES /X/ The amount in Line 11
excludes 11,363,680 shares
of which Mode 1 disclaims
beneficial ownership.
13 PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) 68.8%
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 (a)
OF A GROUP (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
8 SHARED VOTING POWER 17,987,717 (see item 5)
9 SOLE DISPOSITIVE POWER None
10 SHARED DISPOSITIVE POWER 6,624,037 (see Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 6,624,037
12 CHECK BOX IF THE AGGREGATE /X/ The amount in Line 11
AMOUNT IN ROW (11) EXCLUDES excludes 11,363,680 shares
CERTAIN SHARES of which NU Enterprises,
Inc. (NUEI) disclaims
beneficial ownership.
13 PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) 68.8%
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 (a)
MEMBER OF A GROUP (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 Massachusetts
ORGANIZATION
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER None
8 SHARED VOTING POWER 17,987,717 (see item 5)
9 SOLE DISPOSITIVE POWER None
10 SHARED DISPOSITIVE POWER 6,624,037 (see Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 6,624,037
12 CHECK BOX IF THE AGGREGATE /X/ The amount in Line 11
AMOUNT IN ROW (11) EXCLUDES excludes 11,363,680 shares
CERTAIN SHARES of which Northeast Utilities
disclaims beneficial
ownership.
13 PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 68.8 %
14 TYPE OF REPORTING PERSON CO
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.
SEE ORIGINALLLY FILED SCHEDULE FOR RESPONSES TO ITEM 2
Item 3. Source and Amount of Funds or Other Consideration.
On June 15, 2001, Mode 1 purchased an 18% subordinated
convertible note due 2008 in the aggregate principal amount
of $15,000,000, directly from the issuer, using cash
contributed to it by its ultimate parent, NU. The note is
convertible into 2,500,000 share of common stock of the issuer.
Item 4. Purpose of Transaction.
None
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. (NEON) 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. 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. 17,987,717*#@ 68.8%
Exelon Ventures Corp. 13,531,917* 51.77%
Consolidated Edison
Communications, Inc. 13,531,917* 51.77%
New England Business
Trust 11,079,839# 42.39%
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 and share dispositive power to 6,624,037 shares.
Pursuant to Section 13(d)(3) under the Securities Exchange
Act, Consolidated Edison Communications, Inc. (CEC), Exelon Ventures
Corp.(Exelon) and Mode 1 may be deemed to beneficially own the shares
of Common Stock of NEON owned by the others (aggregate of 13,531,917
shares) 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 owned by the other (aggregate
of 11,079,839 shares) as result of the limited agreement as to
voting described in Item 6, below.
According to NEON's most recent Annual Report on Form 10-K,
two directors of Mode 1 have legal or beneficial ownership of
NEON common stock, as described below:
Gary D. Simon beneficially owns 18,896 shares.
John H. Forsgren beneficially owns 18,895 shares.
________________
+ Percentages are based on an total aggregate of non-diluted
shares of 21,335,061 as of June 30, 2001, as supplied by NEON on its
quarterly report on Form 10Q, plus an additional 4,800,000 shares issuable
upon conversion of notes held by Mode 1 and by Exelon.
*Shared voting power as to 13,531,917 shares among Mode 1, Exelon
and CEC, for the limited purpose described in Item 6, below. Includes
2,500,000 shares issuable upon conversion by Mode 1 of a note issued by
NEON and 2,300,000 shares issuable upon conversion by Exelon of a note
issued by NEON.
# Shared voting power as to 11,079,839 shares for the limited
purpose described in Item 6, below. Includes 2,500,000 shares issuable
upon the conversion by Mode 1 of the note issued by NEON.
@ Shared voting and dispositive power with NU and NUEI as to
6,624,038 shares owned by Mode 1. Includes 2,500,000 shares
issuable upon the conversion by Mode 1 of the note issued by NEON.
________________
(c) On June 15, 2001, Mode 1 purchased an 18% subordinated
convertible note due 2008 in the aggregate principal amount of
$15,000,000, on which note the principal balance is convertible
into shares of common stock of NEON at $6.00 per share, or an
aggregate 2,500,000 shares.
On August 20, 2001, Mode 1 disposed of 650,000 shares of
common stock of NEON through contribution to Northeast Utilities
Foundation, Inc. on August 20, 2001.
On August 10, 2001, Exelon Enterprises Management, Inc.
purchased an 18% subordinated convertible note due 2008 in the
aggregate principal amount of $11,500,000, on which note the principal
balance is convertible into shares of NEON common stock at $5.00 per share,
or an aggregate of 2,300,000 shares.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
Mode 1, Exelon, CEC (each referred to herein as a "Stockholder"
and in the aggregate as "Stockholders") and NEON Communications, Inc.
("NEON") 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
owned by them or over which any of them have voting control, so as to fix the
numbers of directors of NEON at nine, to elect two directors designated by
Mode 1 initially John H. Forsgren and Gary D. Simon, one director
designated by Exelon, initially Robert A. Shinn, and one member designated
by CEC, 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.
On August 10, 2001, the Stockholders amended the September
Stockholders' Agreement to delete a provision under which each Stockholder
had granted the other Stockholders on a pro rata basis certain rights of
first offer with respect to any transfers of shares of common stock of NEON
owned by it.
On August 30, 2001, Exelon designated Gregory A. Grucchi to serve
as its designee on the NEON Board of Directors in place of Robert A.
Shinn.
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 have certain rights to
acquire shares of NEON owned by CMP and NEON 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.
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 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 is 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*
Exhibit D: Amendment No. 1 to Stockholders' Agreement dated
August 10, 2001
* Previously filed
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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).
Includes 6,907,879 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.
Includes 6,907,879 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.
October 23, 2001
/s/ David R. McHale
Name: David R. McHale
Title: Vice President and Treasurer
of Northeast Utilities,
on behalf of itself and its
subsidiaries, NU Enterprises Inc.
and Mode 1 Communications, Inc.