SEC Info - JGD Management Corp/NY - ‘SC 13G/A’ on 2/14/06 re: RCN Corp/DE

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JGD Management Corp/NY – ‘SC 13G/A’ on 2/14/06 re: RCN Corp/DE

On: Tuesday, 2/14/06, at 9:27am ET · Accession #: 1144204-6-5729 · File #: 5-51715

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 2/14/06  JGD Management Corp/NY            SC 13G/A               1:12K  RCN Corp/DE                       Vintage/FA

Amendment to Statement of Beneficial Ownership — Schedule 13G
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13G/A    Amendment to Statement of Beneficial Ownership         6     23K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Certification Citizenship: Identification and Classification of Members of the Group Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: Notice of Dissolution of Group Ownership Ownership of Five Percent or Less of a Class Ownership of More than Five Percent on Behalf of Another Person
1	1st Page - Filing Submission
4	Item 2(c). Citizenship:
"	Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
"	Item 4. Ownership
5	Item 5. Ownership of Five Percent or Less of a Class
"	Item 6. Ownership of More than Five Percent on Behalf of Another Person
"	Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
"	Item 8. Identification and Classification of Members of the Group
"	Item 9. Notice of Dissolution of Group
6	Item 10. Certification

SC 13G/A 1st Page of 6 TOC ↑Top Previous Next ↓Bottom Just 1st
 
 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

SCHEDULE 13G

 Under the Securities Exchange Act of 1934
(Amendment No. 1)*

 RCN Corporation
----------------------------------------------
(Name of Issuer)

 Common Shares, $.01 par value per share
 ---------------------------------------------------
(Title of Class of Securities)

 749361200
 -----------------
(CUSIP Number)

 December 31, 2005
 -----------------------------------------------------
 (Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule 
is filed:                                                                       

|X| Rule 13d-1(b)                                             

|_| Rule 13d-1(c)                                             

|_| Rule 13d-1(d)                                             

*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 the       
disclosures provided in a prior cover page.                                     

The information required in 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).                                                                         

 Page 1 of 6 Pages

SC 13G/A 2nd Page of 6 TOC 1st Previous Next ↓Bottom Just 2nd
CUSIP No. 749361200                   13G                                       
--------------------------------------------------------------------------------
1   NAMES OF REPORTING PERSONS                                            
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)       

JGD Management Corp.                                              
--------------------------------------------------------------------------------
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)   
(a) [ ]                                                           
(b) |X|                                                           
--------------------------------------------------------------------------------
3   SEC USE ONLY                                                          

--------------------------------------------------------------------------------
4   CITIZENSHIP OR PLACE OF ORGANIZATION                                  

Delaware                                                          
--------------------------------------------------------------------------------
NUMBER OF         5   SOLE VOTING POWER                               
SHARES                                                            
BENEFICIALLY           3,489,975                                        
      OWNED BY    --------------------------------------------------------------
EACH           6   SHARED VOTING POWER                          
REPORTING                                                             
PERSON              -0-                                           
WITH:                                                             
                  --------------------------------------------------------------
7   SOLE DISPOSITIVE POWER        

3,489,975                 
--------------------------------------------------------------------------------
8   SHARED DISPOSITIVE POWER      

0                         
--------------------------------------------------------------------------------
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON          

3,489,975                                                         
--------------------------------------------------------------------------------
10  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN               
SHARES (SEE INSTRUCTIONS)                                     |_|   
--------------------------------------------------------------------------------
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)                      

Approximately 9.5%                                                
--------------------------------------------------------------------------------
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)                            

CO                                                                
--------------------------------------------------------------------------------

Page 2 of 6 Pages 

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 -------------------------------------------------------------------------------
Item 1(a).  Name of Issuer:                                     RCN Corporation 
--------------------------------------------------------------------------------
Item 1(b).  Address of Issuer's Principal Executive Offices:                    

196 Van Buren Street                                    
Herndon, Virginia  20170                                
--------------------------------------------------------------------------------
Item 2(a).  Name of Person Filing:                                              

       This Schedule is being filed by JGD Management Corp. ("JGD"), a
            Delaware corporation, with respect to 267,489 Common Shares directly
           owned by York Capital Management, L.P. ("York Capital"), a Delaware
         limited partnership; 979,758 Common Shares directly owned by York
       Investment Limited ("York Investment"), a corporation organized
         under the laws of the Commonwealth of The Bahamas; 496,251 Common
     Shares directly owned by York Select, L.P. ("York Select"), a
          Delaware limited partnership; 584,000 Common Shares directly owned
by York Credit Opportunities Fund, L.P. ("York Credit   
       Opportunities"), a Delaware limited partnership; 388,147 Common
     Shares directly owned by York Select Unit Trust ("York Select
        Trust"), a trust organized under the laws of the Cayman Islands;
           522,042 Common Shares directly owned by York Global Value Partners,
       L.P. ("York Global Value"), a Delaware limited partnership; and
      252,288 Common Shares directly owned by certain other accounts
("Managed Accounts").                                   

The general partners of York Capital, York Select, York 
Credit Opportunities and York Global Value and the      
managers of York Investment and York Select Trust have  
 delegated certain management and administrative duties of
such funds to JGD. In addition, JGD manages the Managed 
Accounts. Accordingly, JGD may be deemed to have        
beneficial ownership over the Common Shares reported in 
this Schedule.                                          
--------------------------------------------------------------------------------
Item 2(b).  Address of Principal Business Office or, if None, Residence:        

The principal business office address of JGD is:        

c/o York Capital Management                             
767 Fifth Avenue                                        
17th Floor                                              
New York, New York 10153                                
--------------------------------------------------------------------------------

Page 3 of 6 Pages 

SC 13G/A 4th Page of 6 TOC 1st Previous Next ↓Bottom Just 4th
Item 2(c).  Citizenship:                                                        

The place of organization of JGD is Delaware.           
--------------------------------------------------------------------------------
Item 2(d).  Title of Class of Securities: Common Shares, $.01 par value per     
         share
--------------------------------------------------------------------------------
Item 2(e).  CUSIP Number:                                              749361200
--------------------------------------------------------------------------------

Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or   
(c), check whether the person filing is a:                      

 (a)   |_| Broker or dealer registered under section 15 of the Act (15
U.S.C.78o).                                     

    (b)   |_| Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

     (c)   |_| Insurance company as defined in section 3(a)(19) of the Act (15
U.S.C. 78c).                                    

     (d)   |_| Investment company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C 80a-8).           

(e)   |X| An investment adviser in accordance with                  
ss.240.13d-1(b)(1)(ii)(E);                      

   (f)   |_| An employee benefit plan or endowment fund in accordance with
ss.240.13d-1(b)(1)(ii)(F);                      

   (g)   |_| A parent holding company or control person in accordance with
ss.240.13d-1(b)(1)(ii)(G);                      

      (h)   |_| A savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);         

(i)   |_| A church plan that is excluded from the definition of an  
           investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);          

(j)   |_| Group, in accordance with ss.240.13d-1 (b)(1)(ii)(J).     

--------------------------------------------------------------------------------

Item 4. Ownership.                                                              

Provide the following information regarding the aggregate number and
     percentage of the class of securities of the issuer identified in Item 1.

(a)   Amount beneficially owned:                                    

      (b)   Percent of class:                                               9.5%

(c)   Number of shares as to which the person has:                  

          (i)   Sole power to vote or to direct the vote               3,489,975

          (ii)  Shared power to vote or to direct the vote                   -0-

          (iii) Sole power to dispose or to direct the disposition of  3,489,975

Page 4 of 6 Pages 

SC 13G/A 5th Page of 6 TOC 1st Previous Next ↓Bottom Just 5th
          (iv)  Shared power to dispose or to direct the disposition of      -0-

     The number of shares beneficially owned and the percentage of outstanding
shares represented thereby for JGD have been computed in accordance with Rule   
13d-3 under the Securities Exchange Act of 1934, as amended. The percentage of  
ownership described above is based on 36,813,206 Common Shares outstanding as of
November 4, 2005, as reported in issuer's Quarterly Report on Form 10-Q filed   
with the Securities and Exchange Commission on November 9, 2005.                

--------------------------------------------------------------------------------

Item 5. Ownership of Five Percent or Less of a Class.                           

   If this statement is being filed to report the fact that as of the date
     hereof the reporting person has ceased to be the beneficial owner of more
  than five percent of the class of securities, check the following |_|.

--------------------------------------------------------------------------------

Item 6. Ownership of More than Five Percent on Behalf of Another Person.        

      The right to receive dividends from, or the proceeds from the sale of, all
    Common Shares reported in this statement as beneficially owned by JGD is
held by York Capital, York Investment, York Select, York Credit     
Opportunities, York Select Trust, York Global Value or the Managed  
  Accounts, as the case may be, all of which are the advisory clients of
JGD. JGD itself disclaims beneficial ownership of all Common Shares 
  reported in this statement pursuant to Rule 13d-4 under the Securities
Exchange Act of 1934, as amended.                                   

--------------------------------------------------------------------------------

Item 7. Identification and Classification of the Subsidiary Which Acquired the  
Security Being Reported on by the Parent Holding Company.       

Not Applicable.                                                 

--------------------------------------------------------------------------------

Item 8. Identification and Classification of Members of the Group.              

Not Applicable.                                                 
--------------------------------------------------------------------------------

Item 9. Notice of Dissolution of Group.                                         

Not Applicable.                                                 
--------------------------------------------------------------------------------

Page 5 of 6 Pages 

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--------------------------------------------------------------------------------

Item 10. Certification.                                                         

    By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired and are held in the ordinary     
course of business and were not acquired and are not held for the purpose of or 
with the effect of changing or influencing the control of the issuer of the     
securities and were not acquired and are not held in connection with or as a    
participant in any transaction having that purpose or effect.                   

--------------------------------------------------------------------------------

 SIGNATURE

   After reasonable inquiry and to the best of the knowledge and belief of
the undersigned Reporting Person, the undersigned Reporting Person certifies    
that the information set forth in this statement with respect to it is true,    
complete and correct.                                                           

Dated:  February 14, 2006                                                       
                                              JGD MANAGEMENT CORP.

                                                   By:    /s/ Adam J. Semler
                                                       ---------------------
                                        Adam J. Semler
                                                 Chief Financial Officer

Page 6 of 6 Pages

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘SC 13G/A’ Filing	Date	First	Last	Other Filings

Filed on:	2/14/06	6		13F-HR, SC 13G/A
	12/31/05	1		10-K, 10-K/A, 13F-HR, 5
	11/9/05	5		10-Q
	11/4/05	5
				List all Filings

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Filing Submission 0001144204-06-005729 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

JGD Management Corp/NY – ‘SC 13G/A’ on 2/14/06 re: RCN Corp/DE

On: Tuesday, 2/14/06, at 9:27am ET · Accession #: 1144204-6-5729 · File #: 5-51715

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Amendment to Statement of Beneficial Ownership — Schedule 13GFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Amendment to Statement of Beneficial Ownership — Schedule 13G
Filing Table of Contents