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).
<PAGE>
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
<PAGE>
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
<PAGE>
(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
<PAGE>
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
