SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
__________
SCHEDULE
13G/A
(Rule
13d-102)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
RULE 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO
FILED
PURSUANT TO RULE 13d-2
(Amendment
No. 2)*
|
FiberTower
Corporation
|
|
(Name
of Issuer)
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|
|
|
Common Stock
|
|
(Title
of Series of Securities)
|
|
|
|
31567R209
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|
(CUSIP
number)
|
|
|
|
December 15, 2009
|
|
(Date
of Event Which Requires Filing of this
Statement)
|
*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
(the “
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
).
(Continued
on following pages)
|
CUSIP
No. 31567R209
|
13G/A
|
|
|
1
|
name
of reporting persons
s.s.
or i.r.s. identification nos. of above persons
Solus
Alternative Asset Management LP
|
|
2
|
check
the appropriate box if a member of a group*
|
(a)
o
(b)
x
|
|
3
|
sec
use only
|
|
4
|
citizenship
or place of organization
Delaware
|
|
number
of
shares
|
5
|
sole
voting power
N/A
|
|
beneficially
owned
by
|
6
|
shared
voting power
10,135,201
*
|
|
each
reporting
|
7
|
sole
dispositive power
N/A
|
|
person
with
|
8
|
shared
dispositive power
10,135,201
*
|
|
9
|
aggregate
amount beneficially owned by each reporting person
10,135,201
*
|
|
10
|
check
box if the aggregate amount in row (11) excludes certain
shares
|
¨
|
|
11
|
percent of
Series represented by amount in
row (11)
22.18
%**
|
|
12
|
type
of reporting person
IA
|
* As of
the date of this Statement, the Reporting Person had the power to vote or direct
the voting of, and the power to dispose or direct the disposition of, an
aggregate of
10,135,201
shares
of common stock of the Issuer. Such shares were received, together
with certain other consideration, in connection with the Issuer’s mandatory
redemption of its 9.00% Mandatorily Redeemable Convertible Senior Secured Notes
due 2012.
** Based on 45,702,849 shares of the
Issuer’s common stock outstanding as of December 22, 2009, after giving effect
to the Issuer’s reverse stock-split and the Issuer’s mandatory redemption of its
9.00% Mandatorily Redeemable Convertible Senior Secured Notes due
2012.
(Continued
on following pages)
|
CUSIP
No. 31567R209
|
13G/A
|
|
|
1
|
name
of reporting persons
s.s.
or i.r.s. identification nos. of above persons
Solus
GP LLC
|
|
2
|
check
the appropriate box if a member of a group*
|
(a)
o
(b)
x
|
|
3
|
sec
use only
|
|
4
|
citizenship
or place of organization
Delaware
|
|
number
of
shares
|
5
|
sole
voting power
N/A
|
|
beneficially
owned
by
|
6
|
shared
voting power
10,135,201
*
|
|
each
reporting
|
7
|
sole
dispositive power
N/A
|
|
person
with
|
8
|
shared
dispositive power
10,135,201
*
|
|
9
|
aggregate
amount beneficially owned by each reporting person
10,135,201
*
|
|
10
|
check
box if the aggregate amount in row (11) excludes certain
shares
|
¨
|
|
11
|
percent of
Series represented by amount in
row (11)
22.18
%**
|
|
12
|
type
of reporting person
OO
|
* As of
the date of this Statement, the Reporting Person had the power to vote or direct
the voting of, and the power to dispose or direct the disposition of, an
aggregate of
10,135,201
shares
of common stock of the Issuer. Such shares were received,
together with certain other consideration, in connection with the Issuer’s
mandatory redemption of its 9.00% Mandatorily Redeemable Convertible Senior
Secured Notes due 2012.
** Based
on 45,702,849 shares of the Issuer’s common stock outstanding as of December 22,
2009, after giving effect to the Issuer’s reverse stock-split and the Issuer’s
mandatory redemption of its 9.00% Mandatorily Redeemable Convertible Senior
Secured Notes due 2012.
(Continued
on following pages)
|
CUSIP
No. 31567R209
|
13G/A
|
|
|
1
|
name
of reporting persons
s.s.
or i.r.s. identification nos. of above persons
Christopher
Pucillo
|
|
2
|
check the appropriate
box if a member of a
group*
|
(a)
o
(b)
x
|
|
3
|
sec
use only
|
|
4
|
citizenship
or place of organization
U.S.
|
|
number
of
shares
|
5
|
sole
voting power
N/A
|
|
beneficially
owned
by
|
6
|
shared
voting power
10,135,201
*
|
|
each
reporting
|
7
|
sole
dispositive power
N/A
|
|
person
with
|
8
|
shared
dispositive power
10,135,201
*
|
|
9
|
aggregate
amount beneficially owned by each reporting person
10,135,201
*
|
|
10
|
check
box if the aggregate amount in row (11) excludes certain
shares
|
¨
|
|
11
|
percent of
Series represented by amount in
row (11)
22.18
%**
|
|
12
|
type
of reporting person
IN
|
* As of
the date of this Statement, the Reporting Person had the power to vote or direct
the voting of, and the power to dispose or direct the disposition of, an
aggregate of
10,135,201
shares
of common stock of the Issuer. Such shares were received, together
with certain other consideration, in connection with the Issuer’s mandatory
redemption of its 9.00% Mandatorily Redeemable Convertible Senior Secured Notes
due 2012.
** Based
on 45,702,849 shares of the Issuer’s common stock outstanding as of December 22,
2009, after giving effect to the Issuer’s reverse stock-split and the Issuer’s
mandatory redemption of its 9.00% Mandatorily Redeemable Convertible Senior
Secured Notes due 2012.
(Continued on following pages)
|
Item
1(a).
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Name of
Issuer:
FiberTower
Corporation
|
|
Item
1(b).
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Address
of Issuer’s Principal Executive
Offices:
|
185 Berry
Street, Suite 4800, San Francisco, CA 94107
|
Item
2(a).
|
Name
of Person Filing:
|
This
Statement is filed by:
(i) Solus Alternative Asset Management
LP (“Solus”), a Delaware limited partnership registered with the Securities and
Exchange Commission (the “SEC”), which serves as the investment manager to
certain investment funds (the “Funds”), with respect to the Common Stock (as
defined in Item 2(d) below);
(ii) Solus GP, LLC (“Solus GP”), a
Delaware limited liability company, which serves as the general partner to
Solus, with respect to the shares of Common Stock; and
(iii) Mr. Christopher Pucillo (“Mr.
Pucillo”), a United States citizen, who serves as the managing member of Solus
GP with respect to the shares of Common Stock.
The
foregoing persons are hereinafter sometimes collectively referred to as the
“Reporting Persons.” Any disclosures herein with respect to persons
other than the Reporting Persons are made on information and belief after making
inquiry to the appropriate party.
|
Item
2(b).
|
Address of Principal Business
Office or, if none,
Residence:
|
430 Park
Avenue, 9th Floor, New York, NY 10022
Solus –
Delaware
Solus GP
– Delaware
Mr.
Pucillo – United States
|
Item
2(d).
|
Title of Class of
Securities
: Common Stock, $0.001 par value per share
(“Common Stock”)
|
|
Item
2(e).
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CUSIP
Number: 31567R209
|
|
Item
3.
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If
this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c),
check whether the person filing is
a:
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(a)
|
o
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Broker
or dealer registered under Section 15 of the
Act,
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|
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(b)
|
o
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Bank
as defined in Section 3(a)(6) of the
Act,
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(c)
|
o
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Insurance
Company as defined in Section 3(a)(19) of the
Act,
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|
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(d)
|
o
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Investment
Company registered under Section 8 of the Investment Company Act of
1940,
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(Continued on following pages)
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(e)
|
x
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Investment
Adviser in accordance with Rule
13d-1(b)(1)(ii)(E),
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(f)
|
o
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Employee
Benefit Plan or Endowment Fund in accordance with
13d-1(b)(1)(ii)(F),
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(g)
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x
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Parent
Holding Company or control person in accordance with Rule
13d-1(b)(1)(ii)(G),
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(h)
|
o
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Savings
Association as defined in Section 3(b) of the Federal Deposit Insurance
Act,
|
|
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(i)
|
o
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Church
Plan that is excluded from the definition of an investment company under
Section 3(c)(14) of the Investment Company Act of
1940,
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(j)
|
o
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Group,
in accordance with Rule
13d-1(b)(1)(ii)(J).
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If this
statement is filed pursuant to Rule 13d-1(c), check the box.
o
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(a)
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Amount
beneficially owned:
10,135,201
*
|
|
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(b)
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Percent
of class: 22.18%
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(c)
|
Number
of shares as to which each person
has:
|
|
|
i.
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Sole
power to vote or to direct the
vote: N/A
|
|
|
ii.
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Shared
power to vote or direct the vote:
10,135,201
*
|
|
|
iii.
|
Sole
power to dispose or to direct the disposition
of: N/A
|
|
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iv.
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Shared
power to dispose or to direct the disposition of:
10,135,201
*
|
Each
Reporting Person hereby expressly disclaims beneficial ownership in the
securities reported in this Schedule 13G and membership in a “group” as that
term is described in Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as
amended.
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Item
5.
|
Ownership
of Five Percent or Less of a Class:
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N/A
|
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another
Person.
|
Sola Ltd, direct holder of the shares
of Common Stock and managed on a discretionary basis by the Reporting Persons,
has the right to receive or the power to direct the receipt of dividends or the
proceeds from the sale of the Common Stock and has the right to receive and the
power to direct the receipt of dividends or the proceeds from the sale of more
than 5% of the Common Stock.
|
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.
|
N/A
(Continued
on following pages)
|
Item
9.
|
Notice
of Dissolution of Group.
|
N/A
Each
Reporting Person hereby makes the following 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.
(Continued
on following pages)
SIGNATURE
After reasonable inquiry and to the
best of my knowledge and belief, the undersigned certifies that the information
set forth in this statement is true, complete and correct.
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Dated
as of January 8, 2010
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By:
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/s/
Christopher Pucillo
|
|
|
|
Christopher
Pucillo
individually
and as managing member of
Solus
GP LLC,
for
itself and as the general partner of
Solus
Alternative Asset Management LP
|
(Continued
on following pages)
Exhibit
Index
Exhibit 1.
Joint Filing Agreement as
required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as
amended.
(Continued on following pages)