SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

KLUGE JOHN W

(Last)

(First)

(Middle)

C/O ABOVENET, INC.

360 HAMILTON AVENUE

(Street)

WHITE PLAINS

10601

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/08/2003

3. Issuer Name and Ticker or Trading Symbol
ABOVENET INC [ NONE ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	994,217⁽¹⁾⁽²⁾	I	See Footnote⁽³⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Rights to Common Stock	10/06/2009	10/06/2003	Common Stock	⁽⁴⁾	$29.9543	I	See Footnote⁽³⁾
Warrants to Purchase Common Stock	09/08/2003	09/08/2008	Common Stock	208,132⁽¹⁾⁽²⁾	$20	I	See Footnote⁽³⁾
Warrants to Purchase Common Stock	09/08/2003	09/08/2011	Common Stock	24,485⁽¹⁾⁽²⁾	$24	I	See Footnote⁽³⁾

Explanation of Responses:

1. Pursuant to the Plan, all previously existing equity securities of the Issuer were cancelled on September 8, 2003 (the "Effective Date"). All capitalized terms used in this Report and not herein defined have the meanings ascribed to them in the Plan, a copy of which is filed as Exhibit 2.1 to the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission (the "Commission") on September 4, 2003. The Plan requires that shares of New Common Stock, Five Year Warrants and Seven Year Warrants be issued to holders of Allowed Claims. However, the allocation of those shares and warrants among the holders of Allowed Claims cannot be finally determined until the actual amount of Allowed Claims is finally determined (Continued in Footnote 2).

2. Pending final resolution of all Claims, the Issuer will make interim distributions of a portion of the securities to be distributed under the Plan. The indicated number reflects the Reporting Person's best estimate of New Common Stock, Five Year Warrants and Seven Year Warrants to be issued to the holders of Allowed Claims under the Plan, the remaining New Common Stock, Five Year Warrants and Seven Year Warrants to be distributed under the Plan are being held by the Issuer. The Reporting Person will update the information contained in this Report following the final resolution of claims and distribution of additional securities under the Plan.

3. The securities are owned by a trust of which the Reporting Person is the grantor & trustee and therefore may be deemed to beneficially own (the "Kluge Trust").

4. Pursuant to the Plan and the Order dated August 21, 2003 confirming the Plan (the "Order"), a copy of which was filed as Exhibit 2.4 to the Issuer's Current Report on Form 8-K filed with the Commission on September 4, 2003, the Issuer is conducting an offering of Rights exercisable for shares of Common Stock (the "Rights") to certain holders of Allowed Claims. In accordance with the Plan and the Order, the Kluge Trust, with respect to its Class 1(b) Claim, may exercise up to 135,205 of the Rights Shares. The Kluge Trust is entitled to additional Rights with respect to its Class 6(a) Claim, however, the amount of Rights Shares those Rights will be exercisable for cannot be accurately determined at this time. In the event that certain Rights are unexercised by certain other holders of Allowed Claims, then the Kluge Trust may be required to exercise Rights to up to 834,605 Rights Shares under the Plan and Order.

	/s/ John W. Kluge	09/18/2003
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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