0000947871-01-500831.txt : 20011019
0000947871-01-500831.hdr.sgml : 20011019
ACCESSION NUMBER: 0000947871-01-500831
CONFORMED SUBMISSION TYPE: SC 13D
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20011011
GROUP MEMBERS: BECHTEL CORPORATION
GROUP MEMBERS: BECHTEL GROUP, INC.
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: METROMEDIA FIBER NETWORK INC
CENTRAL INDEX KEY: 0001043533
STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899]
IRS NUMBER: 113168327
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-52465
FILM NUMBER: 1757090
BUSINESS ADDRESS:
STREET 1: 360 HAMILTON AVE
STREET 2: 1 NORTH LEXINGTON AVE
CITY: WHITE PLAINS
STATE: NY
ZIP: 10601
BUSINESS PHONE: 9144216700
MAIL ADDRESS:
STREET 1: 360 HAMILTON AVE
STREET 2: 1 NORTH LEXINGTON AVE
CITY: WHITE PLAINS
STATE: NY
ZIP: 10601
FORMER COMPANY:
FORMER CONFORMED NAME: NATIONAL FIBER NETWORK INC
DATE OF NAME CHANGE: 19970806
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: BECHTEL GROUP INC
CENTRAL INDEX KEY: 0001110785
STANDARD INDUSTRIAL CLASSIFICATION: []
IRS NUMBER: 942681915
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D
BUSINESS ADDRESS:
STREET 1: PO BOX 193965
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94119-3965
BUSINESS PHONE: 4157681234
MAIL ADDRESS:
STREET 1: PO BOX 193965
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94119-3965
SC 13D
1
sch13d_100901.txt
SCHEDULE 13D
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------------------------------
SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
METROMEDIA FIBER NETWORK, INC.
------------------------------
(Name of Issuer)
class A common shares, $0.01 par value
--------------------------------------
(Title of Class of Securities)
591689104
--------------------------------------
(CUSIP Number)
Michael C. Bailey
Bechtel Group, Inc.
P.O. Box 193965
San Francisco, CA 94119
(415) 768-5721
------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 1, 2001
------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box:
(Continued on following pages)
(Page 1 of 14 Pages)
SCHEDULE 13D
CUSIP No. 591689104 Page 2 of 14
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
Bechtel Corporation
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [__}
(b) [__}
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [__]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
--------------------------------------------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED
BY EACH REPORTING -----------------------------------------------
PERSON WITH 8 SHARED VOTING POWER
208,783,700(1)
-----------------------------------------------
9 SOLE DISPOSITIVE POWER
-----------------------------------------------
10 SHARED DISPOSITIVE POWER
208,783,700(1)
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
208,783,700
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |X|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.5%(2)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
----------
1 Conditioned upon satisfaction of the conditions described in Item 4 below
and does not include 67,538,544 shares of class B common stock, par value
$0.01 per share, of Metromedia Fiber Network, Inc. and 96,454,446 shares of
Common Stock beneficially owned by other parties subject to the Voting
Agreement referred to herein.
2 Conditioned upon satisfaction of the conditions described in Item 4 below
and based on 681,282,482 shares outstanding as of October 5, 2001 according
to Metromedia Fiber Network, Inc.'s Schedule 14C filed with the Securities
and Exchange Commission October 10, 2001, plus 25,000,000 shares issuable
upon exercise of the Warrant referred to herein and up to 183,783,700
shares issuable upon conversion of the Note referred to herein.
SCHEDULE 13D
CUSIP No. 591689104 Page 3 of 14
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
Bechtel Group, Inc.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [__}
(b) [__}
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [__]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED
BY EACH REPORTING -----------------------------------------------
PERSON WITH 8 SHARED VOTING POWER
208,783,700(1)
-----------------------------------------------
9 SOLE DISPOSITIVE POWER
-----------------------------------------------
10 SHARED DISPOSITIVE POWER
208,783,700(1)
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
208,783,700
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |X|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.5%(2)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
HC
--------------------------------------------------------------------------------
----------
1 Conditioned upon satisfaction of the conditions described in Item 4 below
and does not include 67,538,544 shares of class B common stock, par value
$0.01 per share, of Metromedia Fiber Network, Inc. and 96,454,446 shares of
Common Stock beneficially owned by the parties subject to the Voting
Agreement referred to herein.
2 Conditioned upon satisfaction of the conditions described in Item 4 below
and based on 681,282,482 shares outstanding as of October 5, 2001 according
to Metromedia Fiber Network, Inc.'s Schedule 14C filed with the Securities
and Exchange Commission October 10, 2001, plus 25,000,000 shares issuable
upon exercise of the Warrant referred to herein and up to 183,783,700
shares issuable upon conversion of the Note referred to herein.
Item 1. Security and Issuer.
The class of equity securities to which this Statement on Schedule
13D (this "Statement") relates is the shares of class A common stock, par value
$0.01 per share (the "Common Stock"), of Metromedia Fiber Network, Inc. ("MFN").
The principal executive offices of MFN are located at 360 Hamilton Ave., White
Plains, NY 10601.
Item 2. Identity and Background.
The persons listed in numbers 1 and 2 below are the persons filing
this joint Statement.
1. (a) Bechtel Corporation is a company organized under the
laws of the State of Nevada ("Bechtel Corporation").
(b) The address of the principal office of Bechtel
Corporation is 50 Beale Street, P.O. Box 193965,
San Francisco, CA 94119.
(c) The principal business of Bechtel Corporation is to
provide, either directly or through its subsidiaries,
technical, management and directly related services to
develop, manage, engineer, build and operate
installations worldwide.
(d) During the last five years, Bechtel Corporation has not
been convicted in any criminal proceeding.
(e) During the last five years, Bechtel Corporation has not
been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a
result of such proceeding is or was subject to a
judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding
any violation with respect to such laws.
2. (a) Bechtel Group, Inc. is a company organized under the
laws of the State of Delaware ("Bechtel Group"). Bechtel
Group owns 100% of the outstanding capital stock of
Bechtel Corporation.
(b) The address of the principal office of Bechtel Group is
50 Beale Street, P.O. Box 193965, San Francisco, CA
94119.
(c) The principal business of Bechtel Group is to be a
holding company for companies that provide technical,
management and directly related services to manage,
engineer, build and operate installations worldwide and
for companies that provide a full range of development,
financing and asset management services from inception
to operations, including taking ownership positions in
projects and companies.
(d) During the last five years, Bechtel Group has not been
convicted in any criminal proceeding.
(e) During the last five years, Bechtel Group has not been a
party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a
4
result of such proceeding is or was subject to a
judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding
any violation with respect to such laws.
The name, citizenship, business address and present principal occupation or
employment, as well as the name and address of any corporation or other
organization in which such occupation or employment is conducted, of each of the
directors and executive officers of the Reporting Persons are set forth on
Schedule A attached hereto, which Schedule A is incorporated herein by
reference.
During the last five years, to the knowledge of the Reporting Persons, no person
named on Schedule A with respect to that particular corporation has been (i)
convicted in any criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
is or was subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The shares of Common Stock which may be deemed to be beneficially
owned by Bechtel Corporation and Bechtel Group were acquired pursuant to the
transactions described in Item 4 which is incorporated by reference herein.
Item 4. Purpose of Transaction.
The following descriptions are qualified in their entirety by
reference to the agreements attached as exhibits and incorporated herein by
reference.
On October 1, 2001, Bechtel Corporation, MFN and Metromedia Fiber
Network Services, Inc., a Delaware corporation and wholly-owned subsidiary of
MFN ("MFNS"), entered into a Master Restructuring Agreement (the "Master
Restructuring Agreement") in order to restructure certain amounts owed by MFN
and MFNS to Bechtel Corporation pursuant to the Master Services Agreement dated
as of May 3, 2000, by and between Bechtel Corporation and MFN (the "Master
Services Agreement"). The restructuring of such amounts is part of a larger
restructuring of MFN's obligations and liabilities.
Pursuant to the Master Restructuring Agreement (a copy of which is
attached hereto as Exhibit A and incorporated in its entirety by reference
herein) MFN has (i) paid to Bechtel Corporation the sum of US$9 million, (ii)
caused MFNS to issue to Bechtel Corporation an 8.5% convertible secured
promissory note (a copy of which is attached hereto as Exhibit B and
incorporated in its entirety by reference herein) (the "Note"), which Note is,
among other things, (a) convertible into shares of Common Stock, (b) secured by
the assets set forth on the Junior Intercreditor and Collateral Agency Agreement
(the "Intercreditor and Collateral Agency Agreement") dated as of October 1,
2001, among MFN, certain subsidiaries of MFN and certain vendors and agents all
as set forth in the signature pages thereto and the Junior Security Agreement
(the "Junior Security Agreement"), dated as of October 1, 2001, among MFN,
certain subsidiaries of MFN and certain vendors and agents all as set forth in
the signature pages thereto and (c) in the aggregate principal amount of US$89
million, (iii) issued to Bechtel Corporation a
5
warrant (the "Warrant") pursuant to a Warrant Agreement between MFN and Bechtel
Corporation (the "Warrant Agreement") dated as of October 1, 2001 (a copy of
which is attached hereto as Exhibit C and incorporated in its entirety by
reference herein), which Warrant is exercisable for 25,000,000 shares of Common
Stock in accordance with the terms thereof and (iv) terminate the Master
Services Agreement, in each case in accordance with the terms of the Master
Restructuring Agreement. In addition to the foregoing, the Master Restructuring
Agreement provides, among other things, that MFN shall cause the holders of
Common Stock and class B common stock, par value $0.01 per share, of MFN ("Class
B Common Stock") to meet to consider approving or act by written consent to
approve the issuance of the shares of Common Stock issuable to Bechtel
Corporation upon conversion of the Note and exercise of the Warrant.
The Note has a conversion price equal to $0.53875 per share of
Common Stock which is subject to adjustment and anti-dilution protection as
provided in the Note. It also provides, among other things, that MFN has the
right to redeem or prepay the Note and that the Note may not be converted into
Common Stock prior to the earlier of (i) approval by the stockholders of MFN at
a duly called meeting, or (ii) the effectiveness of an approval by written
consent of the stockholders of MFN, in each case, of the issuance of the shares
of Common Stock upon conversion of the Note. As described in the preliminary
Schedule 14C filed by MFN on October 10, 2001 (the "Information Statement"),
holders of Common Stock and Class B Common Stock having a majority of the votes
of both classes of MFN's stock, on October 1, 2001, approved the issuance of the
Common Stock upon conversion of the Note; however, the Note is not convertible
until the date that is twenty days after MFN delivers a definitive Information
Statement to its stockholders.
Bechtel Corporation, MFN and MFNS, also on October 1, 2001, executed
a letter agreement (the "Letter Agreement") (a copy of which is attached hereto
as Exhibit D and incorporated in its entirety by reference herein) that provides
for an accounting of the actual amounts owed to Bechtel Corporation as
determined in accordance with the Letter Agreement, a reconciliation of such
actual amount with the principal amount of the Note and a payment of any over or
under paid amounts, or a cancellation of the Note and a re-issuance of a
replacement promissory note with the same terms and conditions, except for the
principal amount, as contained in the Note, in each case as appropriate. The
amount paid or the change in the principal amount of the Note pursuant to this
adjustment, if any, may not exceed $10 million.
The Warrant has an exercise price of $0.53875 per share of Common
Stock which is subject to adjustment and anti-dilution protection as provided in
the Warrant Agreement. The Warrant Agreement provides, among other things, that
(a) the Warrant may not be exercised prior to the earlier of (i) approval by the
stockholders of MFN at a duly called meeting or (ii) the effectiveness of an
approval by written consent of the stockholders of MFN, in each case, of the
issuance of the shares of Common Stock upon exercise of the Warrant and (b) MFN
shall use its reasonable best efforts to file a "shelf" registration statement
(a "Shelf Registration") pursuant to Rule 415 under the Securities Act of 1933,
as amended (the "Securities Act"), as promptly as practicable and in no event
later than the date that is five days from the date of the Warrant Agreement to
permit the resale by Bechtel Corporation of the Warrant or any shares of Common
Stock issued to Bechtel Corporation upon exercise of the Warrant. The agreement
also provides Bechtel Corporation with the right to participate in certain sales
by Metromedia Company, a Delaware general partnership ("Metromedia"), of the
shares of Common Stock it owns. The Warrant Agreement also contains other
customary provisions. As described in the preliminary Information Statement,
holders of Common Stock and Class B Common Stock having a majority of the votes
of both classes of MFN's stock, on October 1, 2001, approved the issuance of the
Common Stock upon the exercise of the Warrant; however, the Warrant may not be
exercised until the date that is twenty days after MFN delivers a definitive
Information Statement to its stockholders.
Also on October 1, 2001, MFN, Verizon Investments Inc., Bechtel
Corporation, Hathaway Dinwiddie Construction Company, Edwards and Kelcey, Inc.,
Cupertino Electric, Inc. and certain individual stockholders of MFN (such
individual stockholders being the
6
"Stockholders") entered into a Voting Agreement (a copy of which is attached
hereto as Exhibit E and incorporated in its entirety by reference herein) (the
"Voting Agreement") whereby, among other agreements, MFN and the Stockholders
agreed (i) to vote at any meeting of the stockholders of MFN or on any written
consent 67,538,544 shares of Class B Common Stock, which are convertible on a
one-for-one basis into shares of Common Stock, 96,454,446 shares of Common Stock
of which such parties collectively have beneficial ownership, and any additional
voting securities of MFN such parities may acquire, and in each case which may
be voted, in favor of, among other things, approving the issuances of the shares
of Common Stock issuable to Bechtel Corporation upon conversion of the Note and
exercise of the Warrant and (ii) to certain restrictions on their ability to
transfer or convert into Common Stock such Class B Common Stock or to transfer
such Common Stock prior to any such vote, in each case, as set forth in the
Voting Agreement. The shares of Class B Common Stock have 10 votes per share and
as a class constitute more than a majority of the voting power of the capital
stock of MFN.
On October 10, 2001, MFN filed a preliminary registration statement
on Form S-3 (the "Form S-3") under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), listing Bechtel Corporation as a selling
securityholder and registering the Warrant and the shares of Common Stock
issuable to Bechtel Corporation upon exercise of the Warrant or conversion of
the Note. Upon the effectiveness of the Form S-3, Bechtel Corporation may sell
the Warrant or any Common Stock acquired upon exercise of the Warrant or
conversion of the Note in accordance with the plan of distribution described in
the Form S-3.
The Reporting Persons acquired beneficial ownership of the Common
Stock for the purpose of making an investment in MFN. The Reporting Persons from
time to time intend to review their investment in MFN on the basis of various
factors, including MFN's business, financial condition, results of operations
and prospects, general economic and industry conditions, the securities markets
in general and for MFN's securities in particular, as well as other developments
and other investment opportunities. Based upon such review, the Reporting
Persons will take such actions in the future as they may deem appropriate in
light of the circumstances existing from time to time. If the Reporting Persons
believe that further investment in MFN is attractive, whether because of the
market price of MFN's securities or otherwise, they may acquire Common Stock
either in the open market or in privately negotiated transactions. Similarly,
depending on market and other factors, the Reporting Persons may determine to
dispose of some or all of the shares of Common Stock currently beneficially
owned by them or otherwise acquired by them either in the open market or in
privately negotiated transactions.
Except as set forth above, the Reporting Persons have not formulated
any plans or proposals which relate to or would result in: (i) acquisition or
disposition of securities of MFN; (ii) an extraordinary corporate transaction
involving MFN or any of its subsidiaries; (iii) a sale or transfer of a material
amount of the assets of MFN or any of its subsidiaries; (iv) any change in the
present board of directors or management of MFN; (v) any material change in
MFN's capitalization or dividend policy; (vi) any other material change in MFN's
business or corporate structure; (vii) any change in MFN's charter or bylaws or
other instruments corresponding thereto or other action which may impede the
acquisition of control of MFN by any person; (viii) causing a class of MFN's
securities becoming deregistered or delisted; (ix) a class of equity securities
of MFN becoming eligible for termination of registration or (x) any action
similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) Upon proper approval of the stockholders of MFN of the appropriate
agreements, Bechtel Corporation will have the right to acquire up to
183,783,700 shares of Common Stock upon conversion of the Note
(assuming a $10 million increase in the
7
principal amount of the Note pursuant to the Letter Agreement) and
25,000,000 shares of Common Stock upon exercise of the Warrant (in
total, approximately 23.5% of the total number of shares of Common
Stock outstanding as of October 1, 2001 and to be issued as part of
the Restructuring plus 208,783,700 shares that may be acquired by
Bechtel Corporation) which shares the Reporting Persons may be
deemed to beneficially own. In accordance with and subject to the
Voting Agreement, certain parties thereto have agreed to vote
67,538,544 shares of Class B Common Stock and 96,454,446 shares of
Common Stock (which constitute a majority of the voting power of the
capital stock of MFN) beneficially owned by and any additional
voting securities of MFN acquired by, the parties subject to the
Voting Agreement in favor of approving the issuances of the Common
Stock issuable to Bechtel Corporation upon exercise of the Warrant
and conversion of the Note. None of the other persons whose names
are listed on Schedule A beneficially owns any shares of Common
Stock.
(b) The Reporting Persons may be deemed to have the shared power to vote
or direct the vote, and to dispose or direct the disposition of the
shares of Common Stock issuable to Bechtel Corporation described in
Item 5(a). The Reporting Persons disclaim beneficial ownership as to
all shares of Class B Common Stock and all shares of Common Stock
subject to the Voting Agreement.
(c) Except as described in Item 4 above, there have not been any
transactions in the Common Stock or the Class B Common Stock
effected by or for the account of the Reporting Persons during the
past 60 days.
(d) Except as stated in this Item 5, to the knowledge of the Reporting
Persons, no other person has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale
of, the shares of Common Stock beneficially owned by the Reporting
Persons.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
The following descriptions are qualified in their entirety by
reference to the agreements attached as exhibits to this Statement and
incorporated herein by reference.
8
The responses to Item 4 and Item 5 are incorporated by reference.
On October 1, 2001, MFN and Bechtel Corporation entered into a
Registration Rights Agreement (a copy of which is attached hereto as Exhibit F
and incorporated in its entirety by reference herein) (the "Registration Rights
Agreement") providing Bechtel Corporation certain rights with respect to the
Common Stock issuable to it upon conversion of the Note. The agreement provides,
among other rights, Bechtel Corporation the right, subject to certain
limitations, to include the shares of Common Stock issuable to it upon
conversion of the Note in certain registrations with the Securities and Exchange
Commission initiated by MFN under the Securities Act. It also provides that
Bechtel Corporation may require MFN to effect an additional three registrations
and to require MFN to file a Shelf Registration, in each case, with respect to
all or a specified portion of the Common Stock owned by Bechtel Corporation
issued or issuable upon conversion of the Note. The agreement also provides
Bechtel Corporation the right to participate in certain sales by Metromedia of
its shares of Common Stock. The Registration Rights Agreement also contains
other customary provisions.
The Junior Security Agreement provides, among other things, for the
appointment of a collateral agent for the secured parties named therein and sets
forth the obligations of MFN and the specified subsidiaries and the collateral
securing such obligations.
The Intercreditor and Collateral Agency Agreement provides, among
other things, for (i) the appointment of a collateral agent (ii) the
subordination of the security interest provided in the Junior Security Agreement
to certain senior secured obligations and (iii) the application of any proceeds
derived from the Junior Security Agreement.
Item 7. Material to be Filed as Exhibits.
The following are filed as exhibits to this Statement on Schedule 13D:
Exhibit A. Master Restructuring Agreement by and among MFN, MFNS and Bechtel
Corporation dated as of October 1, 2001 (incorporated by reference
to Exhibit 10.11 of MFN's Form 8-K filed with the Securities and
Exchange Commission on October 10, 2001)
Exhibit B. 8.5% Senior Subordinated Convertible Promissory Note due October 1,
2003 (incorporated by reference to Exhibit 10.12 of MFN's Form 8-K
filed with the Securities and Exchange Commission on October 10,
2001)
Exhibit C. Warrant Agreement between MFN and Bechtel Corporation dated as of
October 1, 2001 (including the form of the Warrant attached as an
exhibit thereto) (incorporated by reference to Exhibit 10.14 of
MFN's Form 8-K filed with the Securities and Exchange Commission on
October 10, 2001)
Exhibit D. Letter Agreement among Bechtel Corporation, MFN and MFNS dated
October 1, 2001 (incorporated by reference to Exhibit 10.13 of MFN's
Form 8-K filed with the Securities and Exchange Commission on
October 10, 2001.)
Exhibit E. Voting Agreement among MFN, Verizon Investments Inc., Bechtel
Corporation, Hathaway Dinwiddie Construction Company, Edwards and
Kelcey, Inc., Cupertino Electric Inc. and the individual
stockholders listed on the signature pages thereto, dated
9
as of October 1, 2001 (incorporated by reference to Exhibit 10.6 of
MFN's Form 8-K filed with the Securities and Exchange Commission on
October 10, 2001)
Exhibit F. Registration Rights Agreement by and Between MFN and Bechtel
Corporation dated as of October 1 2001 (incorporated by reference to
Exhibit 10.15 of MFN's Form 8-K filed with the Securities and
Exchange Commission on October 10, 2001)
Exhibit G. Joint Filing Agreement between Bechtel Corporation and Bechtel
Group, Inc.
10
SIGNATURE
After reasonable inquiry and to the best of its knowledge and
belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: October 11, 2001 BECHTEL CORPORATION
By: /s/ W. Foster Wollen
------------------------------
Name: W. Foster Wollen
Title: Senior Vice President
BECHTEL GROUP, INC.
By: /s/ W. Foster Wollen
------------------------------
Name: W. Foster Wollen
Title: Senior Vice President
11
Schedule A
Directors and Officers of Bechtel Corporation
-----------------------------------------------
Name and Current Business Address Present Principal Occupation or
Employment; Name, Principal
Business and Address of any
Corporation of such Occupation
or Employment
--------------------------------------------------------------------------------
BECHTEL, RILEY P., Chairman and
Director, Bechtel Corporation See below
c/o Bechtel Group, Inc.
P.O. Box 193965
San Francisco, CA 94119
ZACCARIA, ADRIAN, President and
Director, Bechtel Corporation See below
c/o Bechtel Group, Inc.
P.O. Box 193965
San Francisco, CA 94119
CARTER, JOHN D., Executive Vice
President and Director, Bechtel Corporation
c/o Bechtel Group, Inc. See below
P.O. Box 193965
San Francisco, CA 94119
LASPA, JUDE P., Executive Vice President
and Director, Bechtel Corporation
c/o Bechtel Group, Inc. See below
P.O. Box 193965
San Francisco, CA 94119
MCINTIRE, LEE A., Executive Vice President
and Director, Bechtel Corporation
11 Pilgrim Street See below
London, England
EC4V 6RN
STATTON, TIMOTHY D., Executive Vice President
and Director, Bechtel Corporation
c/o Bechtel Group, Inc. See below
P.O. Box 193965
San Francisco, CA 94119
THIELE, M. L., Executive Vice President
and Director, Bechtel Corporation
3000 Post Oak Blvd. See below
Houston, TX 77056-6503
DUDLEY, W. N., Senior Vice President
and Director, Bechtel Corporation
3000 Post Oak Blvd. See below
Houston, TX 77056-6503
PROCTOR, GEORGANNE C., Senior Vice President,
Controller and Director, Bechtel Corporation
c/o Bechtel Group, Inc. See below
P.O. Box 193965
San Francisco, CA 94119
WOLLEN, W. F., Senior Vice President, See below
Secretary and Director, Bechtel Corporation
c/o Bechtel Group, Inc.
P.O. Box 193965
San Francisco, CA 94119
Directors and Officers of Bechtel Group, Inc.
Name, Citizenship and Current Present Principal Occupation or
Business Address Employment; Name, Principal
Business and Address of any
Corporation of such Occupation
or Employment
--------------------------------------------------------------------------------
BECHTEL, RILEY P. Chairman and Director, Bechtel
c/o Bechtel Group, Inc. Group
P.O. Box 193965
San Francisco, CA 94119
BECHTEL, JR., STEPHEN D. Chairman Emeritus and Director,
c/o Bechtel Group, Inc. Bechtel Group
P.O. Box 193965
San Francisco, CA 94119
ZACCARIA, ADRIAN President and Director, Bechtel
c/o Bechtel Group, Inc. Group
P.O. Box 193965
San Francisco, CA 94119
CARTER, JOHN D. Executive Vice President and
c/o Bechtel Group, Inc. Director, Bechtel Group
P.O. Box 193965
San Francisco, CA 94119
LASPA, JUDE P. Executive Vice President and
c/o Bechtel Group, Inc. Director, Bechtel Group
P.O. Box 193965
San Francisco, CA 94119
MCINTIRE, LEE A. Executive Vice President and
c/o Bechtel Group, Inc. Director, Bechtel Group
11 Pilgrim Street
London, England
EC4V 6RN
STATTON, TIMOTHY D. Executive Vice President and
c/o Bechtel Group, Inc. Director, Bechtel Group
P.O. Box 193965
San Francisco, CA 94119
THIELE, M. L. Executive Vice President and
c/o Bechtel Group, Inc. Director, Bechtel Group
3000 Post Oak Blvd.
Houston, TX 77056-6503
UNRUH, V. PAUL Executive Vice President and
c/o Bechtel Group, Inc. Director, Bechtel Group
11 Pilgrim Street
London, England
EC4V 6RN
PROCTOR, GEORGANNE C. Senior Vice President,
c/o Bechtel Group, Inc. Controller and Director,
P.O. Box 193965 Bechtel Group
San Francisco, CA 94119
WOLLEN, W. F. Senior Vice President, Secretary,
c/o Bechtel Group, Inc. Director and General Counsel,
P.O. Box 193965 Bechtel Group
San Francisco, CA 94119
DACHS, ALAN M., Director, Bechtel Group President & CEO, Fremont Group
199 Fremont Street
San Francisco, CA 94105
DUDLEY, W. N. Senior Vice President and Director
c/o Bechtel Group, Inc.
3000 Post Oak Blvd.
Houston, TX 77056-6503
HASH, T. F., Director, Bechtel Group President, Bechtel National, Inc.
c/o Bechtel Group, Inc.
P.O. Box 193965
San Francisco, CA 94119
HAYNES, BILL, Director, Bechtel Group Retired Chairman and CEO, Standard
c/o Bechtel Group, Inc. Oil of California (now Chevron
P.O. Box 193965 Corporation)
San Francisco, CA 94119
HULL, CORDELL W., Director, Bechtel Group Retired Executive Vice President,
c/o Bechtel Group, Inc. Bechtel Group
P.O. Box 193965
San Francisco, CA 94119
SHULTZ, GEORGE P., Director, Bechtel Group Distinguished Fellow, Hoover
c/o Bechtel Group, Inc. Institution, Former U.S. Secretary
P.O. Box 193965 of State, Former President,
San Francisco, CA 94119 Bechtel Group
To the knowledge of the Reporting Persons, all of the individuals named on
Schedule A are citizens of the United States.
EXHIBIT INDEX
Exhibit A. Master Restructuring Agreement by and among MFN, MFNS and Bechtel
Corporation dated as of October 1, 2001 (incorporated by reference
to Exhibit 10.11 of MFN's Form 8-K filed with the Securities and
Exchange Commission on October 10, 2001)
Exhibit B. 8.5% Senior Subordinated Convertible Promissory Note due October 1,
2003 (incorporated by reference to Exhibit 10.12 of MFN's Form 8-K
filed with the Securities and Exchange Commission on October 10,
2001)
Exhibit C. Warrant Agreement between MFN and Bechtel Corporation dated as of
October 1, 2001 (including the form of the Warrant attached as an
exhibit thereto) (incorporated by reference to Exhibit 10.14 of
MFN's Form 8-K filed with the Securities and Exchange Commission on
October 10, 2001)
Exhibit D. Letter Agreement among Bechtel Corporation, MFN and MFNS dated
October 1, 2001 (incorporated by reference to Exhibit 10.13 of MFN's
Form 8-K filed with the Securities and Exchange Commission on
October 10, 2001.)
Exhibit E. Voting Agreement among MFN, Verizon Investments Inc., Bechtel
Corporation, Hathaway Dinwiddie Construction Company, Edwards and
Kelcey, Inc., Cupertino Electric Inc. and the individual
stockholders listed on the signature pages thereto, dated as of
October 1, 2001 (incorporated by reference to Exhibit 10.6 of MFN's
Form 8-K filed with the Securities and Exchange Commission on
October 10, 2001)
Exhibit F. Registration Rights Agreement by and Between MFN and Bechtel
Corporation dated as of October 1 2001 (incorporated by reference to
Exhibit 10.15 of MFN's Form 8-K filed with the Securities and
Exchange Commission on October 10, 2001)
Exhibit G. Joint Filing Agreement between Bechtel Corporation and Bechtel
Group, Inc.
Exhibit G
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) promulgated under the Securities
Exchange Act of 1934, as amended, the undersigned hereby agree to the joint
filing with the other Reporting Person (as such term is defined in the Schedule
13D referred to below) on behalf of each of them of a Statement on Schedule 13D
(including amendments thereto) with respect to the class A common stock, par
value $0.01 per share, of Metromedia Fiber Networks, Inc., a Delaware
corporation, and that this Agreement may be included as an exhibit to such joint
filing.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as
of October 11, 2001.
BECHTEL CORPORATION
By: /s/ W. Foster Wollen
-------------------------------
Name: W. Foster Wollen
Title: Senior Vice President
BECHTEL GROUP, INC.
By: /s/ W. Foster Wollen
-------------------------------
Name: W. Foster Wollen
Title: Senior Vice President