-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Wopgio1qgL0kDanBgvfl3AfAQeKMuYI7MPbgE/9sBDh6k2WNWLpyxnmDMQzh9GNk slC2JUI6XVthhkOc2oJA7g== 0000950142-98-000099.txt : 19980209 0000950142-98-000099.hdr.sgml : 19980209 ACCESSION NUMBER: 0000950142-98-000099 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980206 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: METROMEDIA FIBER NETWORK INC CENTRAL INDEX KEY: 0001043533 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 113168327 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-52465 FILM NUMBER: 98523100 BUSINESS ADDRESS: STREET 1: 110 E 42ND ST STREET 2: STE 1502 CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2126879177 MAIL ADDRESS: STREET 1: 110 EAST 42ND STREET STREET 2: SUITE 1502 CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL FIBER NETWORK INC DATE OF NAME CHANGE: 19970806 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: METROMEDIA CO ET AL CENTRAL INDEX KEY: 0000065322 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 621293303 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: ONE HARMON PLZ CITY: SECAUCUS STATE: NJ ZIP: 07094 BUSINESS PHONE: 2013483244 SC 13G 1 SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities and Exchange Act of 1934 (Amendment No. ___) Metromedia Fiber Network, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Class A Common Stock, $0.01 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 591689 10 4 ----------------------------------------------------------------------- (CUSIP Number) Check the following box if a fee is being paid with this statement [X]. (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent of less of such class.) (See rule 13d-7). * 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 the purpose 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). CUSIP NO. _______________ 13G PAGE 2 OF 12 PAGES 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Metromedia Company 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 3,932,756 (3,932,756 shares of Class B Common SHARES Stock, par value $.01 per share, freely convertible into shares of Class A Common Stock BENEFICIALLY at a rate of one share of Class A Common Stock for each share of Class B Common Stock) OWNED BY EACH 6 SHARED VOTING POWER REPORTING 7 SOLE DISPOSITIVE POWER PERSON 3,932,756 (3,932,756 shares of Class B Common Stock) WITH 8 SHARED DISPOSITIVE POWER 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,932,756 (3,932,756 shares of Class B Common Stock) 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 17.3% 12 TYPE OF REPORTING PERSON* CO Page 2 of 12 Pages CUSIP NO. _______________ 13G PAGE 3 OF 12 PAGES 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON John W. Kluge 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF 5 SOLE VOTING POWER 253,500 (253,500 presently exercisable options SHARES to acquire shares of Class A Common Stock at an exercise price of $1.97 per share.) BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 3,932,756 (3,932,756 shares of Class B Common Stock owned by Metromedia Company, of which Mr. EACH Kluge is a general partner) REPORTING 7 SOLE DISPOSITIVE POWER PERSON 253,500 (253,500 presently exercisable options to acquire shares of Class A Common Stock at an WITH exercise price of $1.97 per share.) 8 SHARED DISPOSITIVE POWER 3,932,756 (3,932,756 shares of Class B Common Stock owned by Metromedia Company, of which Mr. Kluge is a general partner) 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,186,256 (3,932,756 shares of Class B Common Stock owned by Metromedia Company, of which Mr. Kluge is a general partner, and 253,500 presently exercisable options to acquire shares of Class A Common Stock at an exercise price of $1.97 per share) 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 18.3% Page 3 of 12 Pages 12 TYPE OF REPORTING PERSON* IN Page 4 of 12 Pages CUSIP NO. _______________ 13G PAGE 5 OF 12 PAGES 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Stuart Subotnick 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF 5 SOLE VOTING POWER 544,303 (253,500 presently exercisable options to acquire shares of Class A Common Stock at an SHARES exercise price of $1.97 per share, 288,403 shares of Class B Common Stock, and 2,400 shares of Class A Common Stock owned by members of Mr. BENEFICIALLY Subotnick's family) 6 SHARED VOTING POWER OWNED BY 3,932,756 (3,932,756 shares of Class B Common Stock owned by Metromedia Company, of which Mr. Subotnick is a general partner) EACH 7 SOLE DISPOSITIVE POWER REPORTING 544,303 (253,500 presently exercisable options to acquire shares of Class A Common Stock at an exercise price of $1.97 per share, 288,403 PERSON shares of Class B Common Stock, and 2,400 shares of Class A Common Stock owned by members of Mr. Subotnick's family) WITH 8 SHARED DISPOSITIVE POWER 3,932,756 (3,932,756 shares of Class B Common Stock owned by Metromedia Company, of which Mr. Subotnick is a general partner) 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,477,059 (288,403 shares of Common B Common Stock, 3,932,756 shares of Class B Common Stock owned by Metromedia Company, of which Mr. Subotnick is a general partner, 253,500 presently exercisable options to acquire shares of Class A Common Stock at an exercise price of $1.97 per share, and 2,400 shares of Class A Common Stock owned by members of Mr. Subotnick's family) 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 19.3% Page 5 of 12 Pages 12 TYPE OF REPORTING PERSON* IN Page 6 of 12 Pages ITEM 1 (A) NAME OF ISSUER Metromedia Fiber Network, Inc. (B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES 110 East 42nd Street Suite 1502 New York, New York 10017 ITEM 2 (A) NAME OF PERSON FILING Metromedia Company John W. Kluge Stuart Subotnick (B) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE One Meadowlands Plaza East Rutherford, New Jersey 07073 (C) CITIZENSHIP Metromedia Company -- Delaware corporation John W. Kluge -- U.S.A. Stuart Subotnick -- U.S.A. (D) TITLE OF CLASS OF SECURITIES Class A Common Stock, $.01 par value (including shares of Class B Common Stock, par value $.01 per share, freely convertible at a rate of one share of Class A Common Stock for each share of Class B Common Stock and presently exercisable options to purchase shares of Class A Common Stock at $1.97 per share) (E) CUSIP NUMBER 591689 10 4 ITEM 3 IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B), CHECK WHETHER THE PERSON FILING IS A: (A) [ ] BROKER OR DEALER REGISTERED UNDER SECTION 15 OF THE ACT Page 7 of 12 Pages (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 (E) [ ] INVESTMENT ADVISER REGISTERED UNDER SECTION 203 OF THE INVESTMENT ADVISERS ACT OF 1940 (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 SS. 240.13D-1(B)(1)(II)(F) (G) [ ] PARENT HOLDING COMPANY, IN ACCORDANCE WITH SS. 240.13D-1(B)(II)(G) (NOTE: SEE ITEM 7) (H) [ ] GROUP, IN ACCORDANCE WITH SS. 240.13D-1(B)(1)(II)(H) ITEM 4 OWNERSHIP See responses to Items 5, 6, 7, 8, 9, and 11 of Cover Pages. 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 [ ] ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON Members of Mr. Subotnick's family have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, 2,400 shares of Class A Common Stock. ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY Not applicable Page 8 of 12 Pages ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP Not applicable ITEM 9 NOTICE OF DISSOLUTION OF GROUP Not applicable ITEM 10 CERTIFICATION By signing below the 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 purposes or effect. Page 9 of 12 Pages 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 5, 1998 ---------------- Date Metromedia Company By: /s/ Stuart Subotnick -------------------- Name: Title: /s/ John W. Kluge ----------------- John W. Kluge /s/ Stuart Subotnick -------------------- Stuart Subotnick Page 10 of 12 Pages INDEX TO EXHIBITS Exhibit No. Description 99.1 Joint Filing Agreement dated as of February 5, 1998 Page 11 of 12 Pages EX-99.1 2 EXHIBIT 99.1 Exhibit 99.1 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(f)(1)(iii) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that the Statement to which this Exhibit is attached is filed on behalf of each of them. February 5, 1998 ---------------- Date Metromedia Company By: /s/ Stuart Subotnick -------------------- Name: Title: /s/ John W. Kluge ----------------- John W. Kluge /s/ Stuart Subotnick -------------------- Stuart Subotnick Page 12 of 12 Pages -----END PRIVACY-ENHANCED MESSAGE-----