Microsoft Word 10.0.6612;UNITED STATES
SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Globix Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
37957F200
(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)
April 28, 2005
(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. 37957F200
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
7 SOLE VOTING POWER
NUMBER OF 76,836 Shares of Common stock
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 128,525 Shares of Common stock
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 76,836 Shares of Common stock
WITH
10 SHARED DISPOSITIVE POWER
128,525 Shares of Common stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
205,361 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)
0.42%
14 TYPE OF REPORTING PERSON*
CO, BD, IA
SCHEDULE 13D
CUSIP No. 37957F200
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 PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7 SOLE VOTING POWER
NUMBER OF 2,944,774 Shares of Common stock
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY ----- Shares of Common stock
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 2,944,774 Shares of Common stock
WITH
10 SHARED DISPOSITIVE POWER
----- Shares of Common stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,944,774 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)
6.03%
14 TYPE OF REPORTING PERSON*
PN, BD
SCHEDULE 13D
CUSIP No. 37957F200
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
7 SOLE VOTING POWER
NUMBER OF 139,703 Shares of Common stock
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY ----- Shares of Common stock
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 139,703 Shares of Common stock
WITH
10 SHARED DISPOSITIVE POWER
----- Shares of Common stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
139,703 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)
0.28%
14 TYPE OF REPORTING PERSON*
CO
Item 1. Security and Issuer.
------ -------------------
This statement refers to the Common Stock of Globix Corporation, 139
Centre Street, New York, N.Y, 10013. 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, and LOF upon
consummation of a merger between Neon Communications, Inc. and Globix
Corporation. Shares are held in margin accounts maintained with Bear Stearns
Securities Corp.
Item 4. Purpose of Transaction.
------ ----------------------
LAF, LPC* and LOF ("Loeb") hold the shares of Common Stock for
investment purposes.
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.
Item 5. Interest in Securities of the Issuer.
------ ------------------------------------
(a) The persons reporting hereby owned the following shares of Common
Stock as of April 28, 2005.
Shares of Common Stock**
Loeb Arbitrage Fund 2,944,774
Loeb Partners Corporation* 205,361
Loeb Offshore Fund Ltd. 139,703
------------
3,289,828
The total shares of Common Stock constitutes 6.76% the 48,698,228** outstanding
shares of Common Stock as reported by the issuer.
-------------------------
*Including 128,525 shares of Common Stock purchased and 1,048 shares sold for
the account of one customer of Loeb Partners Corporation as to which it has
investment discretion
**Includes Loeb's holding of convertible Preferred Stock.
(b) See paragraph (a) above.
(c) The following purchases of Common Stock have been made in the last
sixty (60) days by the following:
None.
(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.
---------------------------------
None.
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.
April 29, 2005 Loeb Partners Corporation
By: /s/ Gideon J. King
Executive Vice President
April 29, 2005 Loeb Arbitrage Fund
By: Loeb Arbitrage Management, Inc., G.P.
By: /s/ Gideon J. King
President
April 29, 2005 Loeb Offshore Fund Ltd.
By: /s/ Gideon J. King
Director