-----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, Dlu6TwBCN9syI5mTpnlATB+O6jabcmtWOX9eJ17DYFtLlaN6zXWwDd46lUT0Uv1v VfFu0d79zBwC55zbu0X+rA== 0000950142-98-000073.txt : 19980202 0000950142-98-000073.hdr.sgml : 19980202 ACCESSION NUMBER: 0000950142-98-000073 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980130 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: 98517611 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: GAROFALO STEPHEN A CENTRAL INDEX KEY: 0001053791 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 110 EAST 42ND STREET STREET 2: SUITE 1502 CITY: NEW YORK STATE: NY ZIP: 10017 MAIL ADDRESS: STREET 2: 110 EAST 42ND STREET SUITE 1502 CITY: NEW YORK STATE: NY ZIP: 10017 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 5 PAGES 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Stephen A. Garofalo 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 6,008,592 (includes presently exercisable SHARES options to purchase 380,250 shares of Class A Common Stock at $1.97 per share and BENEFICIALLY irrevocable proxies to vote 321,653 shares granted to Mr. Garofalo by members of his OWNED BY family) EACH 6 SHARED VOTING POWER REPORTING 7 SOLE DISPOSITIVE POWER PERSON 5,686,939 (includes presently exercisable to purchase 380,250 shares of Class A Common WITH Stock at $1.97 per share) 8 SHARED DISPOSITIVE POWER 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,008,592 (includes presently exercisable options to purchase 380,250 shares of Class A Common Stock at $1.97 per share and irrevocable proxies to vote 321,653 shares granted to Mr. Garofalo by members of his family) 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 33.6% 12 TYPE OF REPORTING PERSON* IN Page 2 of 5 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 Stephen A. Garofalo (B) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE 110 East 42nd Street Suite 1502 New York, New York 10017 (C) CITIZENSHIP U.S.A. (D) TITLE OF CLASS OF SECURITIES Class A Common Stock, $.01 par value (including 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 (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 Page 3 of 5 Pages (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. Garofalo's family have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, 321,653 shares. Mr. Garofalo was granted irrevocable proxies to vote these shares by members of his family. ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH - ------ ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY Not applicable 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 4 of 5 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. 1/29/98 ------------------------- Date /s/ Stephen A. Garofalo ------------------------- Stephen A. Garofalo Page 5 of 5 Pages -----END PRIVACY-ENHANCED MESSAGE-----