Filed Pursuant to Rule 424(b)(3)
File Number 333-67896
PROSPECTUS SUPPLEMENT NO. 2
$517,500,000
XO Communications Inc.
5.75% Convertible Subordinated Notes due 2009
And
Class A Common Stock Issuable Upon
Conversion of the Convertible Notes
This prospectus supplement supplements the prospectus dated August 30, 2001
of XO Communications Inc., (as supplemented prior to the date hereof, the
"prospectus"), relating to the sale by certain of our securityholders (including
their pledgees, donees, assignees, transferees, successors and others who later
hold any of our securityholders' interests) of up to $517,500,000 aggregate
principal amount at maturity of Convertible Notes and the common shares issuable
upon conversion of the Convertible Notes. You should read this prospectus
supplement in conjunction with the prospectus. This prospectus supplement is
qualified in its entirety by reference to the prospectus, except to the extent
that the information in this prospectus supplement supersedes the information
contained in the prospectus. Capitalized terms used in this prospectus
supplement and not otherwise defined herein have the meanings specified in the
prospectus.
The table of selling securityholders contained on page 56 of the prospectus
is hereby amended to add the entities who are named below as selling
securityholders.
Number of Shares
of Class A Common
Principal Amount Stock Issuable
of Convertible upon Conversion of
Beneficially the Convertible
Name Owned and Offered Notes(1)
- ---- ----------------- -------------------
Solomon Brothers Asset Management Inc. 125,400,000 4,909,410
Deutsche Banc Alex Brown Inc. 37,200,000 1,456,320
Morgan Stanley & Co. 10,000,000 391,484
The Class I C Company 2,000,000 78,297
Credit Suisse First Boston Corp. 1,100,000 43,063
Enterprise High Yield Bond Fund 950,000 37,191
Enterprise Accumulation Trust High Yield 750,000 29,361
Columbia/HCA 700,000 27,404
Golden Rule Insurance Co. - High Yield 350,000 13,702
Grange Mutual Casualty Co. 300,000 11,745
Caywood Capital Fund, L.P. 200,000 7,830
Goldman Sachs and Company 200,000 7,830
City Public Service of San Antonio Texas
Employees' Pension Trust 150,000 5,872
Schejola Partners L.P. 125,000 4,894
Trimtab Investments, L.P. 100,000 3,915
Rose Hills Endowment Care Fund 100,000 3,915
Triad Guaranty Insurance Corp. 100,000 3,915
Triad Guaranty Inc. 50,000 1,957
Montebello Community Health Services, Inc. 50,000 1,957
Enterprise International Group of Funds
High-Yield Bond Portfolio 50,000 1,957
Bohnett Family Charitable Remainder Trust 25,000 979
Long Island Trust 25,000 979
Laura McDonald 25,000 979
* Additional principal amount and shares only; does not include principal
amount or shares already listed in the Prospectus.
(1) Calculated assuming only the conversion of all of the holder's Convertible
Notes at a conversion rate of 39.1484 shares of Class A Common Stock per
$1,000 principal amount at maturity of the Convertible Notes. This
conversion rate is subject to adjustment, however, as described under
"Description of the Convertible Notes--Conversion Rights." As a result, the
number of shares of Class A Common Stock issuable upon conversion of the
Convertible Notes may increase or decrease in the future. The number in
this column does not include Class A Common Stock otherwise held by each
such holder.
The information contained in this prospectus supplement regarding the
selling securityholders has been prepared from information given to us by those
selling securityholders on or prior to the date of this prospectus supplement.
Investing in the Convertible Notes involves risks that are described in the
"Risk Factors" section beginning on page 4 of the prospectus.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if the
prospectus or this prospectus supplement is truthful or complete. Any
representation to the contrary is a criminal offense.
The date of this prospectus supplement is November 14, 2001.