SCHEDULE 13G
Amendment No. 1
Broadwing Corporation
Common Stock
Cusip #11161E101
Cusip #11161E101
Item 1: Reporting Person - FMR Corp.
Item 4: Delaware
Item 5: 1,137,001
Item 6: 0
Item 7: 11,139,788
Item 8: 0
Item 9: 11,139,788
Item 11: 12.682%
Item 12: HC
Cusip #11161E101
Item 1: Reporting Person - Edward C. Johnson 3d
Item 4: United States of America
Item 5: 0
Item 6: 0
Item 7: 11,139,788
Item 8: 0
Item 9: 11,139,788
Item 11: 12.682%
Item 12: IN
SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
This filing is being made to amend a previous filing made as of 6/30/2006 to
include previously unreported shares.
Item 1(a). Name of Issuer:
Broadwing Corporation
Item 1(b). Name of Issuer's Principal Executive Offices:
1122 Capital of Texas Highway South
Austin, TX 78746
Item 2(a). Name of Person Filing:
FMR Corp.
Item 2(b). Address or Principal Business Office or, if None, Residence:
82 Devonshire Street, Boston, Massachusetts 02109
Item 2(c). Citizenship:
Not applicable
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP Number:
11161E101
Item 3. This statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) and the
person filing, FMR Corp., is a parent holding company in accordance with
Section 240.13d-1(b)(ii)(G). (Note: See Item 7).
Item 4. Ownership
(a) Amount Beneficially Owned: 11,139,788
(b) Percent of Class: 12.682%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 1,137,001
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the disposition of: 11,139,788
(iv) shared power to dispose or to direct the disposition of: 0
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.
Various persons have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the Common
Stock of Broadwing Corporation. The interest of one person, Fidelity
Mid Cap Stock Fund, an investment company registered under the
Investment Company Act of 1940, in the Common Stock of Broadwing
Corporation, amounted to 6,000,000 shares or 6.83% of the total
outstanding Common Stock at June 30, 2006.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company.
See attached Exhibit A.
Item 8. Identification and Classification of Members of the Group.
Not applicable. See attached Exhibit A.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary
course of business and were not acquired for the purpose of and do
not have the effect of changing or influencing the control of the
issuer of such securities and were not acquired in connection with
or as a participant in any transaction having such purpose or effect.
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.
July 14, 2006
Date
/s/Eric D. Roiter
Signature
Eric D, Roiter
Duly authorized under Power of Attorney
dated December 30, 1997 by and on behalf of FMR Corp. and its direct and
indirect subsidiaries
SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
Pursuant to the instructions in Item 7 of Schedule 13G, Fidelity
Management & Research Company ("Fidelity"), 82 Devonshire Street,
Boston, Massachusetts 02109, a wholly-owned subsidiary of FMR Corp.
and an investment adviser registered under Section 203 of the
Investment Advisers Act of 1940, is the beneficial owner of
10,684,516 shares or 12.160% of the Common Stock outstanding of
Broadwing Corporation ("the Company") as a result of acting as
investment adviser to various investment companies registered under
Section 8 of the Investment Company Act of 1940. The number of
shares of Common Stock of Broadwing Corporation owned by the
investment companies at June 30, 2006 included 903,615 shares of
Common Stock resulting from the assumed conversion of $15,000,000
principal amount of Braodwing CV 3.125 5/26 (60.241 shares of Common
Stock for each $1,000 principal amount of debenture).
The ownership of one investment company, Fidelity Mid Cap Stock Fund,
amounted to 6,000,000 shares or 6.83% of the Common Stock
outstanding. Fidelity Mid Cap Stock Fund has its principal business
office at 82 Devonshire Street, Boston, Massachusetts 02109.
Edward C. Johnson 3d and FMR Corp., through its control of Fidelity,
and the funds each has sole power to dispose of the 10,684,516 shares
owned by the Funds.
Members of the family of Edward C. Johnson 3d, Chairman of FMR Corp.,
are the predominant owners, directly or through trusts, of Series B
shares of common stock of FMR Corp., representing 49% of the voting
power of FMR Corp. The Johnson family group and all other Series B
shareholders have entered into a shareholders' voting agreement under
which all Series B shares will be voted in accordance with the
majority vote of Series B shares. Accordingly, through their
ownership of voting common stock and the execution of the
shareholders' voting agreement, members of the Johnson family may be
deemed, under the Investment Company Act of 1940, to form a
controlling group with respect to FMR Corp.
Neither FMR Corp. nor Edward C. Johnson 3d, Chairman of FMR Corp.,
has the sole power to vote or direct the voting of the shares owned
directly by the Fidelity Funds, which power resides with the Funds'
Boards of Trustees. Fidelity carries out the voting of the shares
under written guidelines established by the Funds' Boards of Trustees.
Fidelity Management Trust Company, 82 Devonshire Street, Boston,
Massachusetts 02109, a wholly-owned subsidiary of FMR Corp. and a
bank as defined in Section 3(a)(6) of the Securities Exchange Act of
1934, is the beneficial owner of 30,272 shares or 0.034% of the
Common Stock outstanding of the Company as a result of its serving
as investment manager of the institutional account(s).
Edward C. Johnson 3d and FMR Corp., through its control of Fidelity
Management Trust Company, each has sole dispositive power over 30,272
shares and sole power to vote or to direct the voting of 30,272
shares of Common Stock owned by the institutional account(s) as
reported above.
Fidelity International Limited ("FIL"), Pembroke Hall, 42 Crow Lane,
Hamilton, Bermuda, and various foreign-based subsidiaries provide
investment advisory and management services to a number of non-U.S.
investment companies and certain institutional investors. FIL, which
is a qualified institution under section 240.13d-1(b)(1) pursuant to
an SEC No-Action letter dated October 5, 2000, is the beneficial
owner of 425,000 shares or 0.484% of the Common Stock outstanding
of the Company.
Partnerships controlled predominantly by members of the family of
Edward C. Johnson 3d, Chairman of FMR Corp. and FIL, or trusts for
their benefit, own shares of FIL voting stock with the right to
cast approximately 47% of the total votes which may be cast by
all holders of FIL voting stock. FMR Corp. and FIL are separate
and independent corporate entities, and their Boards of Directors
are generally composed of different individuals.
FMR Corp. and FIL are of the view that they are not acting as a
"group" for purposes of Section 13(d) under the Securities Exchange
Act of 1934 (the "1934" Act) and that they are not otherwise required
to attribute to each other the "beneficial ownership" of securities
"beneficially owned" by the other corporation within the meaning of
Rule 13d-3 promulgated under the 1934 Act. Therefore, they are of
the view that the shares held by the other corporation need not be
aggregated for purposes of Section 13(d). However, FMR Corp. is
making this filing on a voluntary basis as if all of the shares
are beneficially owned by FMR Corp. and FIL on a joint basis.
SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
RULE 13d-1(f)(1) AGREEMENT
The undersigned persons, on July 14, 2006, agree and consent to the
joint filing on their behalf of this Schedule 13G in connection with
their beneficial ownership of the Common Stock of Broadwing
Corporation at June 30, 2006.
FMR Corp.
By /s/ Eric D. Roiter
Eric D. Roiter
Duly authorized under Power of Attorney dated December 30, 1997, by
and on behalf of FMR Corp. and its direct and indirect subsidiaries
Edward C. Johnson 3d
By /s/ Eric D. Roiter
Eric D. Roiter
Duly authorized under Power of Attorney dated December 30, 1997, by
and on behalf of Edward C. Johnson 3d
Fidelity Management & Research Company
By /s/ Eric D. Roiter
Eric D. Roiter
Senior V.P. and General Counsel
Fidelity Mid Cap Stock Fund
By /s/ Eric D. Roiter
Eric D. Roiter
Secretary