UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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.
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(Name of Issuer)
Class A Common Stock, par value $.01 per share
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(Title of Class of Securities)
591689104
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(CUSIP Number)
Arnold L. Wadler, Esq., c/o Metromedia Company,
One Meadowlands Plaza, East Rutherford, New Jersey 07073
(201) 531-8050
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 7, 1999
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(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)
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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>
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
<PAGE>
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.
<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.
Date: October 20, 1999
By: /s/ Stephen A. Garofalo
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Stephen A. Garofalo
<PAGE>
EXHIBIT INDEX
Exhibit 10.1 -- Letter Agreement, dated as of October 7, 1999, by and between
Metromedia Company and Stephen A. Garofalo.
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.
<PAGE>
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
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Name: Silvia Kessel
Title: Senior Vice President
Accepted and agreed as of the date written above:
/s/ Stephen Garofalo
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Stephen Garofalo
