SCHEDULE 13G
Amendment No. 5
Covad Communications Group Incorporated
Common Stock
Cusip #222814204
Cusip #222814204
Item 1: Reporting Person - FMR LLC
Item 4: Delaware
Item 5: 1,621
Item 6: 0
Item 7: 13,650,709
Item 8: 0
Item 9: 13,650,709
Item 11: 4.556%
Item 12: HC
Cusip #222814204
Item 1: Reporting Person - Edward C. Johnson 3d
Item 4: United States of America
Item 5: 0
Item 6: 0
Item 7: 13,650,709
Item 8: 0
Item 9: 13,650,709
Item 11: 4.556%
Item 12: IN
SCHEDULE 13G - TO BE INCLUDED IN
STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
This Amendment to Schedule 13G filed by FMR LLC amends
the statement on Schedule 13G previously filed by FMR
Corp., the predecessor of FMR LLC.
Item 1(a). Name of Issuer:
Covad Communications Group
Incorporated
Item 1(b). Name of Issuer's Principal Executive Offices:
110 Rio Robles
San Jose, CA 95134
Item 2(a). Name of Person Filing:
FMR LLC
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:
222814204
Item 3. This statement is filed pursuant to Rule 13d-1(b) or 13d-2(b)
and the person filing, FMR LLC, 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: 13,650,709
(b) Percent of Class: 4.556%
(c) Number of shares as to which such
person has:
(i) sole power to vote or to direct
the vote: 1,621
(ii) shared power to vote or to
direct the vote: 0
(iii) sole power to dispose or to
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direct the disposition of: 13,650,709
(iv) shared power to dispose or to
direct the disposition of: 0
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the
date hereof, the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following (X).
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Not applicable
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.
Inasmuch as the reporting persons are no longer the beneficial
owners of more than five percent of the number of shares
outstanding, the reporting persons have no further reporting
obligation under Section 13(d) of the Securities and Exchange
Commission thereunder, and the reporting persons have no
obligation to amend this Statement if any material change
occurs in the facts set forth herein.
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.
February 13, 2008
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.
(now known as FMR LLC) and its direct and indirect
subsidiaries
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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 LLC and an investment adviser
registered under Section 203 of the Investment Advisers Act
of 1940, is the beneficial owner of 13,649,088 shares or
4.556% of the Common Stock outstanding of Covad
Communications Group Incorporated ("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 Covad Communications Group Incorporated owned
by the investment companies at December 31, 2007 included
1,575,200 shares of Common Stock resulting from the
assumed conversion of $5,000,000 principal amount of
COVAD COMM CV 3 3/15/24 (315.04 shares of Common
Stock for each $1,000 principal amount of debenture).
Edward C. Johnson 3d and FMR LLC, through its
control of Fidelity, and the funds each has sole power to
dispose of the 13,649,088 shares owned by the Funds.
Members of the family of Edward C. Johnson 3d,
Chairman of FMR LLC, are the predominant owners, directly
or through trusts, of Series B voting common shares of FMR
LLC, representing 49% of the voting power of FMR LLC.
The Johnson family group and all other Series B shareholders
have entered into a shareholders' voting agreement under
which all Series B voting common shares will be voted in
accordance with the majority vote of Series B voting common
shares. Accordingly, through their ownership of voting
common shares 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 LLC.
Neither FMR LLC nor Edward C. Johnson 3d,
Chairman of FMR LLC, 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.
Pyramis Global Advisors Trust Company ("PGATC"),
53 State Street, Boston, Massachusetts, 02109, an indirect
wholly-owned subsidiary of FMR LLC and a bank as defined
in Section 3(a)(6) of the Securities Exchange Act of 1934, is
the beneficial owner of 1,621 shares or 0.001% of the
outstanding Common Stock of the Covad Communications
Group Incorporated as a result of its serving as investment
manager of institutional accounts owning such shares.
Edward C. Johnson 3d and FMR LLC, through its
control of Pyramis Global Advisors Trust Company, each has
sole dispositive power over 1,621 shares and sole power to
vote or to direct the voting of 1,621 shares of Common Stock
owned by the institutional accounts managed by PGATC as
reported above.
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 February 13, 2008, 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 Covad Communications Group
Incorporated at December 31, 2007.
FMR LLC
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. (now
known as FMR LLC) and its direct and indirect subsidiaries
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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
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Fidelity Management & Research Company
By /s/ Eric D. Roiter
Eric D. Roiter
Senior V.P. and General Counsel
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