                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             -----------------------

                                   SCHEDULE TO
         Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)
                     of the Securities Exchange Act of 1934

                               -------------------

                        ALLIED RISER COMMUNICATIONS CORP.
           (a wholly owned subsidiary of Cogent Communications, Inc.)

                            (Name of Subject Company)

 SCM ACQUISITION FUND, LLC; SUTTER CAPITAL MANAGEMENT, LLC; AND ROBERT E. DIXON

                                    (Bidder)

         CONVERTIBLE SUBORDINATED 7.5% NOTES DUE 2007, $1,000 PAR VALUE
                         (Title of Class of Securities)

                                   019 496 AB4
                      (CUSIP Number of Class of Securities)
                            -----------------------
                                           Copy to:
Robert Dixon                               Paul J. Derenthal, Esq.
Sutter Capital Management, LLC             Derenthal & Dannhauser
150 Post Street, Suite 320,                One Post Street, Suite 575
San Francisco, California 94108            San Francisco, California  94104
(415) 788-1444                             (415) 981-4844

                     (Name, Address and Telephone Number of
                    Person Authorized to Receive Notices and
                       Communications on Behalf of Bidder)

                            Calculation of Filing Fee

                         Transaction       Amount of
                         Valuation*        Filing Fee

                         $792,000           $64.07

* For purposes of calculating the filing fee only. Assumes the purchase of 9,900
Convertible Subordinated 7.5% Notes Due 2007, $1,000 Par Value ("Notes") at a
purchase price equal to $80 per Note in cash.

[]       Check box if any part of the fee is offset as provided by Rule
         0-11(a)(2) and identify the filing with which the offsetting fee was
         previously paid. Identify the previous filing by registration statement
         number, or the Form or Schedule and the date of its filing.

         Amount Previously Paid:
         Form or Registration Number:
         Filing Party:
         Date Filed:




<PAGE>


[]  Check the box if the filing relates solely to preliminary communications
    made before the commencement of a tender offer.

 Check the appropriate boxes below to designate any transactions to which the
 statement relates:

[X] third party tender offer subject to Rule 14d-1.
[]  issuer tender offer subject to Rule 13e-4.
[]  going private transaction subject to Rule 13e-3
[]  amendment to Schedule 13D under Rule 13d-2

Check the following box if the filing is a final amendment reporting the results
of the tender offer: []


<PAGE>





                                  TENDER OFFER

This Tender Offer Statement on Schedule TO relates to the offer by SCM
ACQUISITION FUND, LLC (the "Purchaser") to purchase up to 9,900 Convertible
Subordinated 7.5% Notes Due 2007, $1,000 Par Value (the "Notes") issue by ALLIED
RISER COMMUNICATIONS CORP., (a wholly owned subsidiary of Cogent Communications,
Inc.) (the "Issuer"), the subject company, at a purchase price equal to $80 per
Note, (8% of face value), in cash, upon the terms and subject to the conditions
set forth in this Offer to Purchase (the "Offer to Purchase") and the related
Letter of Transmittal, copies of which are attached hereto as Exhibits (a)(1)
and (a)(2), respectively. The Offer will expire August 15, 2003, or such other
date to which this Offer may be extended (the "Expiration Date"). Tender of
Notes will include the tender of any and all securities into which the Notes may
be converted or exchanged, and any securities distributed with respect to the
Notes, by way of stock dividend or otherwise, from and after the Offer Date.
Sutter Capital Management, LLC and Robert E. Dixon are named as "Bidders" in
this Schedule TO solely because of control relationships with SCM ACQUISITION
FUND, LLC. Due to such relationships they may be deemed beneficial owners of
securities owned by SCM ACQUISITION FUND, LLC. Nevertheless, only SCM
ACQUISITION FUND, LLC intends to acquire Notes pursuant to this offer and
neither Sutter Capital Management, LLC, manager of SCM ACQUISITION FUND, LLC,
nor Robert E. Dixon, manager of Sutter Capital Management, LLC,is offering
hereby, or intends to acquire directly, any Notes.

             As of March 31, 2003, there were $10,200,000 face value of the
Notes outstanding, according to the annual and quarterly reports on Forms 10-K
and 10-Q for the quarter ended March 31, 2003 filed by Cogent. The Purchaser and
certain of its affiliates currently beneficially own an aggregate $300,000 face
value of the Notes, or approximately 2.9% of the outstanding Notes. If all of
the Notes sought in this Offer are purchased, the Purchaser and its affiliates
would beneficially own in the aggregate approximately 100% of the outstanding
Notes. Each Note is convertible into 2.09 shares of common stock of Cogent
Communications, Inc. If the Purchaser were to successfully acquire 100% of the
outstanding Notes, it would be able to convert them into 21,318 shares of common
stock of Cogent., or 0.006 percent of the total of 3,524,848 shares outstanding
at April 30, 2003 according to Cogent's Form 10-Q for the quarter ended March
31, 2003. Consummation of the Offer, if all Notes sought are tendered, would
require payment by the Purchaser of up to $792,000 in aggregate purchase price,
which the Purchaser will fund out of its existing working capital.

         The information in the Offer to Purchase, including all schedules and
annexes thereto, is hereby expressly incorporated herein by reference in
response to all the items of this Statement.

Item 12. Exhibits.
         --------

         (a)(1) Offer to Purchase dated July 11, 2003

         (a)(2) Letter of Transmittal

         (a)(3) Form of press release dated July 11, 2003

         (b)-(h) Not applicable.


<PAGE>


                                   SIGNATURES


         After due 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.

Dated:   July 11, 2003


SCM ACQUISITION FUND, LLC

By SUTTER CAPITAL MANAGEMENT, LLC, Manager

         By:      /s/ ROBERT DIXON
                  -----------------------------------------
                  Robert Dixon, Manager

SUTTER CAPITAL MANAGEMENT, LLC

         By:      /s/ ROBERT DIXON
                  -----------------------------------------
                  Robert Dixon, Manager


/s/ ROBERT DIXON
-----------------------------------------
 ROBERT E. DIXON


























                                        3


<PAGE>


                                  EXHIBIT INDEX


Exhibit           Description                                           Page

(a)(1) Offer to Purchase dated July 11, 2003

(a)(2) Letter of Transmittal

(a)(3) Form of press release dated July 11, 2003



