-----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, CmYotisfe0vxcH6yIkq2Mg87uZZH7ebklD4m3oFheQRenAQl9PXeZsbNiSQC0alW y6Ahzsj6C5/EJw70FtTCyA== 0000950142-99-000860.txt : 19991203 0000950142-99-000860.hdr.sgml : 19991203 ACCESSION NUMBER: 0000950142-99-000860 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: 99768049 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: GAROFALO STEPHEN A CENTRAL INDEX KEY: 0001053791 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G/A 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/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) [X] Rule 13d-1(c) [ ] 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). CUSIP No. 5916891014 13G Page 2 of 5 Pages 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY) 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 USA NUMBER OF 5 SOLE VOTING POWER SHARES 45,495,512 (includes presently BENEFICIALLY exercisable options to purchase OWNED BY 3,042,000 shares of Class A Common EACH Stock at an exercise price of $0.245 REPORTING per share, of which options to PERSON purchase 2,882,000 shares are held by WITH The Stephen A. Garofalo 1999 Annuity Trust No. 1 for which Mr. Garofalo acts as Trustee and 160,000 shares of Class A Common Stock are held by The Stephen A. Garofalo Annuity Trust No. 2 for which Mr. Garofalo acts as Trustee). 6 SHARED VOTING POWER 0 7 SOLE DISPOSITIVE POWER 45,495,512 (includes presently exercisable options to purchase 3,042,000 shares of Class A Common Stock at an exercise price of $0.245 per share of which options to purchase 2,882,000 shares are held by The Stephen A. Garofalo 1999 Annuity Trust No. 1 for which Mr. Garofalo acts as Trustee and 160,000 shares of Class A Common Stock are held by The Stephen A. Garofalo Annuity Trust No. 2 for which Mr. Garofalo acts as Trustee). 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 45,495,512 (includes presently exercisable options to purchase 3,042,000 shares of Class A Common Stock at an exercise price of $0.245 per share, of which options to purchase 2,882,000 shares are held by The Stephen A. Garofalo 1999 Annuity Trust No. 1 for which Mr. Garofalo acts as Trustee and 160,000 shares of Class A Common Stock are held by The Stephen A. Garofalo Annuity Trust No. 2 for which Mr. Garofalo acts as Trustee). 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 19.56% 12 TYPE OF REPORTING PERSON* IN ITEM 4 Ownership Metromedia Company and Stephen A. Garofalo have entered into an agreement whereby Mr. Garofalo agrees that from October 7, 1999 to December 31, 2001, he will not sell, transfer or assign any shares of Class A Common Stock of Metromedia Fiber Network, Inc. without obtaining prior written consent of Metromedia Company, subject to certain qualifications. The agreement is attached as Exhibit 10.1. ITEM 7 Materials to be Filed as Exhibits (a) Financial Statements, Pro Forma Financial Statements and Exhibits Exhibit 10.1 Letter Agreement, dated October 7, 1999, by and between Metromedia Company and Stephen A. Garofalo. 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. Date: October 20, 1999 By: /s/ Stephen A. Garofalo --------------------------- Stephen A. Garofalo EXHIBIT INDEX Exhibit 10.1 -- Letter Agreement, dated as of October 7, 1999, by and between Metromedia Company and Stephen A. Garofalo. EX-10.1 2 EXHIBIT 10.1 Exhibit 10.1 Metromedia Company 215 East 67th Street New York, New York 10021 October 7, 1999 Mr. Stephen Garafalo Chairman and Chief Executive Officer Metromedia Fiber Network, Inc. One North Lexington Avenue White Plains, New York 10601 Dear Stephen: As you know, in connection with and as a condition to the execution and delivery of the Securities Purchase Agreement dated as of the date hereof between Metromedia Fiber Network, Inc. ("MFN") and Bell Atlantic Investments, Inc. ("Bell Atlantic"), Metromedia Company, John W. Kluge and Stuart Subotnick (together, the "Stockholders") are being asked to enter into and have agreed to enter into a Stockholders Agreement with Bell Atlantic. The Stockholders Agreement, a copy of which has been forwarded to you, provides for, among other things, restrictions on the Stockholders' ability to sell, transfer or assign their shares of the Class A Common Stock of MFN. In consideration for such agreements by the Stockholders and to induce the Stockholders to enter into the Stockholders Agreement with MFN and Bell Atlantic, you have agreed that from the date hereof until December 31, 2001, you will not sell, transfer or assign any shares of the Class A Common Stock of MFN without obtaining the prior written consent of Metromedia Company. Notwithstanding the foregoing, (i) no consent shall be required for a sale by you of up to 20% of the shares of Class A Common Stock owned by you on the date of this letter and (ii) if any Stockholder is selling, transferring or assigning beneficial ownership of any shares of Class A Common Stock, Metromedia Company will be deemed to have consented under this letter to any sale, transfer or assignment by you of the percentage of shares of Class A Common Stock held by you equal to the percentage obtained by dividing (a) the numbers of shares being sold, transferred or beneficially assigned by the Stockholders by (b) the total number of shares held by them. We agree that the foregoing constitutes the entire understanding between us on the subject matter of this letter and that this letter may be executed in several counterparts. 2 If you agree to be bound by the foregoing please so indicated by signing in the space provided below. Sincerely, METROMEDIA COMPANY By: /s/ Siliva Kessel --------------------- Name: Silvia Kessel Title: Senior Vice President Accepted and agreed as of the date written above: /s/ Stephen Garofalo - -------------------- Stephen Garofalo -----END PRIVACY-ENHANCED MESSAGE-----