METROMEDIA FIBER NETWORK INC
8-K, 1998-12-04
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                                 UNITED STATES
                        SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549


                                   FORM 8-K


                                CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15 (d) OF THE
                         SECURITES EXCHANGE ACT OF 1934


                Date of Report (Date of earliest event reported):

                               November 20, 1998

                         METROMEDIA FIBER NETWORK, INC.
             (Exact Name of Registrant as Specified in its Charter)



           DELAWARE                 000-23269                  11-3168327 
(State or other jurisdiction  (Commission File Number)       (IRS Employer
       of incorporation)                                   Identification No.)


  C/O METROMEDIA FIBER NETWORK SERVICES, INC.
1 NORTH LEXINGTON AVENUE, WHITE PLAINS, NEW YORK                  10601
    (Address of Principal Executive Offices)                    (Zip Code)

                                       
                                (914) 421-6700
                (Registrant's telephone number, include area code)

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                         METROMEDIA FIBER NETWORK, INC.


Item 5.  Other Events

        On November 20, 1998, Metromedia Fiber Network, Inc. issued a 
press release (the "Release"), a copy of which is attached hereto as Exhibit 
99.1, announcing the unregistered offering for $650,000,000 aggregate 
principal amount of 10% Senior Notes due 2008.  The Notes were issued on 
November 25, 1998 at a price per note of 100%.  The Release is incorporated 
by reference herein and made a part hereof. 

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

         (c)    Exhibits

                99.1   Press Release, dated November 20, 1998, by Metromedia
                       Fiber Network, Inc.




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                                   SIGNATURES


        Pursuant to the requirements of the Securities Exchange Act of 1934, 
the registrant has duly caused this report to be signed on its behalf by the 
undersigned thereunto duly authorized.




Dated:  December 3, 1998


                                      METROMEDIA FIBER NETWORK, INC.


                                      By: /s/ Gerard Benedetto
                                          --------------------------------------
                                          Gerard Benedetto
                                          Vice President, Chief Financial 
                                          Officer & Chief Accounting Office



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                                 EXHIBIT INDEX

Exhibit No.     Description of Exhibits

   99.1         Press Release, dated November 20, 1998, by Metromedia Fiber
                Network, Inc.




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                                                                    Exhibit 99.1


                        METROMEIDA FIBER NETWORK, INC. 
                           OFFERING OF SENIOR NOTES


New York--November 20, 1998--Metromedia Fiber Network, Inc. (MFNX:Nasdaq) 
today announced that it is in the process of completing its unregistered 
offering for $650,000,000 aggregate principal amount of 10.00% Senior Notes 
due 2008.  The Senior Notes will be issued on November 25, 1998, at a price 
per Senior Note of 100.00%.  The net proceeds from the offering are expected 
to aggregate approximately $630.0 million.  Approximately $91.5 million of 
these proceeds well be used to purchase U.S. government securities that will 
be pledged to secure the payment in full of the interest on the Senior Notes 
through May 15, 2000.  The balance of the net proceeds will be used for the 
build-out of Metromedia Fiber Network's intra-city and inter-city networks in 
the United States and Europe and for other capital expenditures, working 
capital and other general corporate purposes, including possible acquisitions 
of other companies or assets.  The Senior Notes have not been and will not be 
registered under the Securities Act of 1933, as amended, and may not be 
offered or sold in the United States absent registration or an applicable 
exemption from registration requirements.

CONTACT:

      JEFFREY LUTH
      G.A. KRAUT COMPANY, INC.
      212-696-5600



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