-----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, NDUfV7RtQVvjHE6Chaa0GTzRnF7QkbKvt3RDt+/Z5nylFtmj4W/kOsZH7q56Qpj/ KT4TbZXxvi9AFHfHGjnFfw== 0000950142-99-000859.txt : 19991203 0000950142-99-000859.hdr.sgml : 19991203 ACCESSION NUMBER: 0000950142-99-000859 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19991202 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/A SEC ACT: SEC FILE NUMBER: 005-52465 FILM NUMBER: 99768046 BUSINESS ADDRESS: STREET 1: C/O METROMEDIA FIBER NETWORK SER INC STREET 2: 1 NORTH LEXINGTON AVE CITY: WHITE PLAINS STATE: NY ZIP: 10601 BUSINESS PHONE: 9144216700 MAIL ADDRESS: STREET 1: C/O METROMEDIA FIBER NETWORK SER INC 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: 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/A BUSINESS ADDRESS: STREET 1: ONE HARMON PLZ CITY: SECAUCUS STATE: NJ ZIP: 07094 BUSINESS PHONE: 2013483244 SC 13G/A 1 AMENDMENT NO. 2 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 - -------------------------------------------------------------------------------- SCHEDULE 13G/A (Rule 13d-102) Information to be Included in Statements filed pursuant to Rule 13d-1(b)(c) and 9(d) and Amendments thereto filed pursuant to Rule 13d-2(b) (Amendment No. 2) Metromedia Fiber Network, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Class A Common Stock, par value $.01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 591689104 ----------------------------------------------------------------------- (CUSIP Number) Arnold L. Wadler, Esq., c/o Metromedia Company, One Meadowlands Plaza, East Rutherford, New Jersey 07073 (201) 531-8050 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 7, 1999 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [ ] Rule 13d-1(c) [X] Rule 13d-1(d) - ---------- 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 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). Page 1 of 7 SCHEDULE 13G CUSIP No. 591689104 Page 2 of 7 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) [X] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER 31,462,048 (31,462,048 shares of Class B Common Stock, par value $.01 per share, freely convertible into shares of Class A Common Stock at a rate of one NUMBER OF share of Class A Common Stock for each SHARES share of Class B Common Stock) BENEFICIALLY OWNED BY EACH REPORTING 6 SHARED VOTING POWER PERSON WITH 7 SOLE DISPOSITIVE POWER 31,462,048 (31,462,048 shares of Class B Common Stock) 8 SHARED DISPOSITIVE POWER 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 31,462,048 (31,462,048 shares of Class B Common Stock) 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.53% 12 TYPE OF REPORTING PERSON CO Page 2 of 7 SCHEDULE 13G CUSIP No. 591689104 Page 3 of 7 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) [X] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION USA 5 SOLE VOTING POWER 2,028,000 (presently exercisable options to acquire 2,028,000 shares of Class A Common Stock at an exercise price of $0.4925 per share NUMBER OF SHARES 6 SHARED VOTING POWER 31,462,048 BENEFICIALLY OWNED (31,462,048 shares of Class B Common BY EACH REPORTING Stock owned by Metromedia Company, of PERSON which Mr. Kluge is a general partner) WITH 7 SOLE DISPOSITIVE POWER 2,028,000 (presently exercisable options to acquire 2,028 shares of Class A Common Stock at an exercise price of $0.4925 per share 8 SHARED DISPOSITIVE POWER 31,462,048 (31,462,048 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 33,490,048 (33,490,048 shares of Class B Common Stock owned by Metromedia Company, of which Mr. Kluge is a general partner, and presently exercisable options to acquire 2,028,000 shares of Class A Common Stock at an exercise price of $0.4925 per share 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12 TYPE OF REPORTING PERSON IN Page 3 of 7 SCHEDULE 13G CUSIP No. 591689104 Page 4 of 7 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) [X] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION USA 5 SOLE VOTING POWER 4,335,224 (presently exercisable options to acquire 2,028,000 shares of Class A Common Stock at an exercise price of $0.4925 per share and 2,237,224 shares of NUMBER OF Class B Common Stock (70,000 of which SHARES are owned by the Subotnick Family BENEFICIALLY OWNED Trust u/a dated November 5, 1998 BY EACH REPORTING between Stuart Subotnick, as Grantor PERSON and Anita Subotnick as Trustee)) WITH 6 SHARED VOTING POWER 31,462,048 (31,462,048 shares of Class B Common Stock owned by Metromedia Company, of which Mr. Subotnick is a general partner) 7 SOLE DISPOSITIVE POWER 4,335,224 (presently exercisable options to acquire 2,028,000 shares of Class A Common Stock at an exercise price of $0.4925 per share, and 2,237,224 shares of Class B Common Stock (70,000 of which hare owned by the Subotnick Family Trust u/a dated November 5, 1998 between Stuart Subotnick, as Grantor and Anita Subotnick as Trustee)) 8 SHARED DISPOSITIVE POWER 31,462,048 (31,462,048 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 35,797,272 (presently exercisable options to acquire 2,028,000 shares of Class A Common Stock at an exercise price of $0.4925 per share and 2,237,224 shares of Class B Common Stock; 31,462,048 shares of Class B Common Stock owned by Metromedia Company, of which Mr. Subotnick is a general partner, (70,000 of which are owned by the Subotnick Family Trust u/a dated November 5, 1998 between Stuart Subotnick, as Grantor and Anita Subotnick as Trustee) 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.39% 12 TYPE OF REPORTING PERSON IN Page 4 of 7 ITEM 4. Ownership. See responses to Items 5, 6, 7, 8, 9 and 11 on the Cover Pages. On October 7, 1999, Metromedia Fiber Network, Inc. (the "Registrant") and Bell Atlantic Investments, Inc., a wholly owned subsidiary of Bell Atlantic Corporation ("Bell Atlantic Investments") entered into a Securities Purchase Agreement (the "Securities Purchase Agreement") under which Bell Atlantic Investments agreed to purchase from Metromedia Fiber Networks, Inc.: (i) up to 25,558,109 newly issued shares of the Registrant's Class A Common Stock at a price of $28.00 per share (the "Shares"); and (ii) one or more convertible subordinated notes in the aggregate principal amount of up to $975,281,364, which notes are convertible into shares of the Registrant's Class A Common Stock at a conversion price of $34.00 per share (the "Notes"). Under a Voting Agreement, dated October 7, 1999 (the "Voting Agreement"), Metromedia Company and Messrs. Kluge and Subotnick have agreed to vote all of their shares of the Registrant's Class B Common Stock (which constitute more than 58% of the voting power of the Registrant's common stock) in favor of the issuance by the Registrant of the Shares and the Notes in the aggregate in excess of 19.9% of the number of shares of the Registrant's common stock outstanding at the closing. The Voting Agreement is attached as Exhibit 10.1. ITEM 7. Material to be filed as Exhibits. The following shall be filed as exhibits: (a) Financial Statements, Pro Forma Financial Information and Exhibits. Exhibit 10.1 Voting Agreement, dated October 7, 1999, by and between Metromedia Company, Mr. John Kluge and Mr. Stuart Subotnick and Bell Atlantic Investments, Inc. Page 5 of 7 SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: October 20, 1999 METROMEDIA COMPANY By: /s/ Arnold L. Wadler ------------------------ Name: Arnold L. Wadler Title: Executive Vice President, General Counsel and Secretary /s/ John Kluge -------------- John Kluge /s/ Stuart Subotnick -------------------- Stuart Subotnick Page 6 of 7 EXHIBIT INDEX Exhibit 10.1 -- Voting Agreement, dated October 7, 1999, by and among Metromedia Company, Messrs. John Kluge and Stuart Subotnick. Page 7 of 7 EX-10.1 2 EXHIBIT 10.1 Exhibit 10.1 Metromedia Company 215 East 67th Street New York, New York 10021 October 7, 1999 Bell Atlantic Investments, Inc. 1095 Avenue of the Americas New York, New York 10036 Ladies and Gentlemen: Reference is made to the Securities Purchase Agreement, dated as of the date hereof (the "Securities Purchase Agreement"), by and among Metromedia Fiber Network, Inc. and Bell Atlantic Investments, Inc. Defined terms used in this letter agreement and not otherwise defined have the meanings assigned to those terms in the Securities Purchase Agreement. In order to induce you to enter into the Securities Purchase Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, we hereby agree as follows: (b) to appear, or cause the holder of record on any applicable record date with respect to any shares of Common Stock Beneficially Owned by either of us (the "Record Holder") to appear, in person or by proxy, for the purpose of obtaining a quorum at any annual or special meeting of stockholders of the Company and at any adjournment thereof at which matters relating to the issuances of the Second Closing Date Shares, the Second Closing Date Notes and the shares of Class A Common Stock issuable upon conversion of the Second Closing Date Notes (collectively, the "Issuances") or any other transactions contemplated by the Securities Purchase Agreement are considered; (c) at any meeting of the stockholders of the Company, however called, and in any action by consent of the stockholders of the Company, to vote, or cause to be voted by the Record Holder, in person or by proxy, any shares held of record or Beneficially Owned by either of us in favor of the Issuances and the other transactions contemplated by the Securities Purchase Agreement; and (d) until the transactions contemplated by the Securities Purchase Agreement are consummated or the Securities Purchase Agreement is terminated, we shall use all reasonable efforts to take, or to cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with other parties in doing, all things necessary, proper and advisable to consummate and make effective in the most expeditious manner practicable, the transactions contemplated by the Securities Purchase Agreement. 2 We further agree as follows: (a) This letter agreement shall terminate upon the earlier to occur of (i) the Second Closing Date, (ii) the termination of the Securities Purchase Agreement in accordance with the terms thereof, and (iii) unless extended by mutual agreement, June 30, 2000. Upon termination, neither of us shall have any further obligations or liabilities under this letter agreement. (b) Irreparable damage would occur to you in the event any provision of this letter agreement was not performed in accordance with the terms hereof and that you shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or in equity. (c) This letter agreement may not be amended except by an instrument in writing signed by you. (d) If any term or other provision of this letter agreement is invalid, illegal or incapable of being enforced by any rule or law, or public policy, all other conditions and provisions of this letter agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of this letter agreement is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereby shall negotiate in good faith to modify this letter agreement so as to effect the original intent of the parties as closely as possible to the fullest extent permitted by applicable law in a mutually acceptable manner in order that the terms of this letter agreement remain as originally contemplated. (e) This letter agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed entirely within such state without giving effect to the provisions thereof relating to conflicts of law. (f) Our obligations hereunder shall be "several" and not "joint" or "joint and several." Without limiting the generality of the foregoing, under no circumstances will either of us have any liability or obligation with respect to any misrepresentation or breach of covenant of any other stockholder of the Company. 3 This letter agreement may be executed in one or more counterparts, each of which shall be an original and all of which, when taken together, shall constitute one and the same instrument. If the foregoing sets forth your understanding with respect to the subject matter of this letter agreement, please acknowledge by signing below. Sincerely, METROMEDIA COMPANY By: /s/ Silvia Kessel --------------------- Name: Silvia Kessel Title: Senior Vice President /s/ John W. Kluge ----------------- John W. Kluge /s/ Stuart Subotnick -------------------- Stuart Subotnick Agreed and accepted as of the date hereof BELL ATLANTIC INVESTMENTS, INC. By: /s/ Philip Seskin - --------------------- Name: Philip Seskin Title: Authorized Signatory -----END PRIVACY-ENHANCED MESSAGE-----