SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b)
Mediacom Communications Corp.
(Name of Issuer)
Class A common stock, $.01 par value
(Title of Class of Securities)
58446K105
(CUSIP Number)
September 16, 2009
(Date of event which requires filing of this statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[x] Rule 13d-1(c)
[ ] Rule 13d-1(d)
(Page 1 of 14 Pages)
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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 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 purposes 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 13G PAGE 2 of 12
CUSIP No. 58446K105
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(1) NAME OF REPORTING PERSON
Act II Management, L.P.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
- -----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
- -----------------------------------------------------------------------------
(3) SEC USE ONLY
- -----------------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -----------------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER
0
SHARES
-------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
2,042,917
OWNED BY -------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING -------------------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER
2,042,917
- -----------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
2,042,917
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(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
- -----------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
5.0%
- -----------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON
IA
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Schedule 13G PAGE 3 of 12
CUSIP No. 58446K105
- -----------------------------------------------------------------------------
(1) NAME OF REPORTING PERSON
Act II GP, L.L.C.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
- -----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
- -----------------------------------------------------------------------------
(3) SEC USE ONLY
- -----------------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -----------------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER
0
SHARES
-------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
2,042,917
OWNED BY -------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING -------------------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER
2,042,917
- -----------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
2,042,917
- -----------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
- -----------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.0%
- -----------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON
OO
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Schedule 13G PAGE 4 of 12
CUSIP No. 58446K105
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(1) NAME OF REPORTING PERSON
Dennis H. Leibowitz
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
- -----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
- -----------------------------------------------------------------------------
(3) SEC USE ONLY
- -----------------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- -----------------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER
0
SHARES
-------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
2,042,917
OWNED BY -------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING -------------------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER
2,042,917
- -----------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
2,042,917
- -----------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
- -----------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
5.0%
- -----------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON
IN
- -----------------------------------------------------------------------------
Schedule 13G PAGE 5 of 12
CUSIP No. 58446K105
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(1) NAME OF REPORTING PERSON
Act II Master Fund, Ltd.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
- -----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
- -----------------------------------------------------------------------------
(3) SEC USE ONLY
- -----------------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
- -----------------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER
0
SHARES
-------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
2,042,917
OWNED BY
-------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING
-------------------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER
2,042,917
- -----------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
2,042,917
- -----------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
- -----------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
5.0%
- -----------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON
CO
- -----------------------------------------------------------------------------
Schedule 13G PAGE 6 of 12
CUSIP No. 58446K105
ITEM 1(a). NAME OF ISSUER:
Mediacom Communications Corporation (the "Company")
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
100 Crystal Run Road, Middletown, New York 10941
ITEMS 2(a), 2(b) and 2(c). NAME OF PERSON FILING, ADDRESS OF PRINCIPAL
BUSINESS OFFICE AND CITIZENSHIP:
This statement is filed by the entities and persons listed below, all of
whom together are referred to herein as the "Reporting Persons":
(i) Act II Management, L.P.("AII"), a Delaware limited partnership,
with respect to the Common Stock (as defined below) beneficially
owned by AIIMF (as defined below).
(ii) Act II GP, L.L.C. ("AIIGP") a Delaware limited liability company,
with respect to the Common Stock beneficially owned by AIIMF.
(iii) Dennis H. Leibowitz ("Mr. Leibowitz"), with respect to the Common
Stock beneficially owned by AIIMF.
(iv) Act II Master Fund, Ltd. ("AIIMF"), a Cayman Islands company, with
respect to the Common Stock owned by it.
The address of the principal business office of each of AII and Mr.
Leibowitz is 444 Madison Avenue 17th Floor New York, NY 10022. The address of
the principal business office of AIIMF is c/o Citco Fund Services (Cayman
Islands) Limited, Windward 1, 2nd Floor, Regatta Office Park, West Bay Road,
P.O. Box 31106, Grand Cayman KY1-1205, Cayman Islands.
AII is a limited partnership organized under the laws of the State of
Delaware. AIIGP is a limited liability company organized under the laws of the
State of Delaware. AIIMF is an exempted company organized under the laws of the
Cayman Islands. Mr. Leibowitz is a United States citizen.
Schedule 13G PAGE 7 of 12
CUSIP No. 58446K105
ITEM 2(d). TITLE OF CLASS OF SECURITIES: Class A common stock, $.01 par
value (the "Common Stock")
ITEM 2(e). CUSIP NUMBER: 58446K105
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO 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;
(b) [ ] Bank as defined in Section 3(a)(6) of the Act;
(c) [ ] Insurance Company as defined in Section 3(a)(19) of the
Act;
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Act of 1940;
(e) [ ] Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940: see Rule 13d-
1(b)(1)(ii)(E);
(f) [ ] Employee Benefit Plan, Pension Fund which is subject to
the provisions of the Employee Retirement Income Security
Act of 1974 or Endowment Fund; see Rule 13d- 1(b)(1)(ii)(F);
(g) [ ] Parent Holding Company, in accordance with Rule 13d-
1(b)(ii)(G);
(h) [ ] Savings Associations as defined in Section 3(b) of the
Federal Deposit Insurance Act;
(i) [ ] Church Plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act of 1940; or
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
IF THIS STATEMENT IS FILED PURSUANT TO Rule 13d-1(c), CHECK THIS
BOX. [x]
Schedule 13G PAGE 8 of 12
CUSIP No. 58446K105
ITEM 4. OWNERSHIP.
A. Act II Management, L.P.
(a) Amount beneficially owned: 2,042,917
(b) Percent of class: 5.0%
(All percentages herein are based on the 40,456,344 Common Stock
reported to be issued and outstanding as of July 31, 2009, as
reflected in the Form 10-Q filed by the Company on August 7, 2009
for the quarterly period ending June 30, 2009)
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
2,042,917
(ii) shared power to vote or to direct the vote 0
(iii) sole power to dispose or to direct the disposition of
0
(iv) shared power to dispose or to direct the disposition of
2,042,917
AII, as investment advisor to AIIMF, shares the power to dispose of and
the power to vote the shares of Common Stock beneficially owned by AIIMF. By
reason of the provisions of Rule 13d-3 of the Act, AII may be deemed to
beneficially own the shares of Common Stock beneficially owned by AIIMF.
B. Act II GP, L.L.C.
(a) Amount beneficially owned: 2,042,917
(b) Percent of class: 5.0%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote 0
(ii) shared power to vote or to direct the vote 2,042,917
(iii) sole power to dispose or to direct the disposition 0
(iv) shared power to dispose or to direct the disposition of
2,042,917
AIIGP, as the general partner of AII, shares the power to dispose of
and the power to vote the shares of Common Stock beneficially owned by AIIMF. By
reason of the provisions of Rule 13d-3 of the Act, AIIGP may be deemed to
beneficially own the shares of Common Stock beneficially owned by AIIMF.
C. Dennis H. Leibowitz
(a) Amount beneficially owned: 2,042,917
(b) Percent of class: 5.0%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote 0
(ii) shared power to vote or to direct the vote 2,042,917
(iii) sole power to dispose or to direct the disposition 0
(iv) shared power to dispose or to direct the disposition of
2,042,917
Schedule 13G PAGE 9 of 12
CUSIP No. 58446K105
Mr. Leibowitz, as Principal of AIIGP, shares the power to dispose of
and the power to vote the shares of Common Stock beneficially owned by AIIMF. By
reason of the provisions of Rule 13d-3 of the Act, Mr. Leibowitz may be deemed
to beneficially own the shares of Common Stock beneficially owned by AIIMF.
C. Act II Master Fund, Ltd.
(a) Amount beneficially owned: 2,042,917
(b) Percent of class: 5.0%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote 0
(ii) shared power to vote or to direct the vote 2,042,917
(iii) sole power to dispose or to direct the disposition of 0
(iv) shared power to dispose or to direct the disposition of
2,042,917
AIIMF has the power to dispose of and the power to vote the shares of
Common Stock beneficially owned by it, which power may be exercised by its
investment advisor, AII.
Each of the Reporting Persons hereby disclaims any beneficial ownership of any
shares of the Common Stock in excess of their actual beneficial ownership
thereof.
Schedule 13G PAGE 10 of 12
CUSIP No. 58446K105
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
See Item 4.
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.
ITEM 10. CERTIFICATION. (if filing pursuant to Rule 13d-1(c))
Each of the Reporting Persons hereby makes the following
certification:
By signing below each Reporting Person certifies that, to the best of
its knowledge and belief, the securities referred to above 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 not held
in connection with or as a participant in any transaction having that purpose or
effect.
Exhibits:
Exhibit I: Joint Filing Agreement, dated as of September 26, 2009
Schedule 13G PAGE 11 of 12
CUSIP No. 58446K105
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
DATED as of: September 24, 2009 ACT II MANAGEMENT, L.P.
By: Act II GP, L.L.C., its general partner
/s/ Dennis H. Leibowitz
----------------------------------
Dennis H. Leibowitz
Principal
ACT II GP, L.L.C.
/s/ Dennis H. Leibowitz
----------------------------------
Dennis H. Leibowitz
Principal
ACT II MASTER FUND, Ltd.
/s/ Dennis H. Leibowitz
----------------------------------
Dennis H. Leibowitz
Director
DENNIS H. LEIBOWITZ
/s/ Dennis H. Leibowitz
----------------------------------
EXHIBIT I
JOINT FILING AGREEMENT
This will confirm the agreement by and among the undersigned that the Schedule
13G filed with the Securities and Exchange Commission on or about the date
hereof with respect to the beneficial ownership by the undersigned of the shares
of Common Shares of Mediacom Communications Corporation, is being filed, and all
amendments thereto will be filed, on behalf of each of the persons and entities
named below in accordance with Rule 13d-1(k) under the Securities Exchange Act
of 1934, as amended. This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
DATED as of: September 24, 2009 ACT II MANAGEMENT, L.P.
By: Act II GP, L.L.C., its general partner
/s/ Dennis H. Leibowitz
----------------------------------
Dennis H. Leibowitz
Principal
ACT II GP, L.L.C.
/s/ Dennis H. Leibowitz
----------------------------------
Dennis H. Leibowitz
Principal
ACT II MASTER FUND, Ltd.
/s/ Dennis H. Leibowitz
----------------------------------
Dennis H. Leibowitz
Director
DENNIS H. LEIBOWITZ
/s/ Dennis H. Leibowitz
----------------------------------