METROMEDIA FIBER NETWORK INC
424B3, 2000-03-21
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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<PAGE>

                                                      Filed under Rule 424(b)(3)
                                                      Registration No. 333-89087

PROSPECTUS SUPPLEMENT
(To Prospectus Dated October 28, 1999)

                         METROMEDIA FIBER NETWORK, INC.

                                  73,346 SHARES
                              CLASS A COMMON STOCK

                  --------------------------------------------

         This prospectus supplement relates to the sale of 73,346 shares, not
adjusted for the stock split described below, of our class A common stock
beneficially owned and offered by one selling stockholder, Vento & Company of
New York, LLC. The selling stockholder may offer its shares of class A common
stock from time to time in regular brokerage transactions, in transactions
directly with market makers or in privately negotiated transactions. We will not
receive any of the proceeds from the sales.

         On March 2, 1999, we declared a two-for-one stock split of our class A
common stock and class B common stock in the form of a 100% stock dividend to
all stockholders of record on March 14, 2000. We plan to complete the stock
split on April 17, 2000. This prospectus supplement will cover all shares issued
to the selling stockholder in connection with the stock split. Except as
otherwise noted, disclosure in this prospectus supplement gives effect to the
stock split retroactively.

                  --------------------------------------------

         The shares of our class A common stock are quoted on The Nasdaq Stock
Market's National Market under the symbol "MFNX." On March 17, 2000, the last
reported sales price, not adjusted for the stock split described above, for our
class A common stock as reported by the Nasdaq National Market was $89.875 per
share.

                  --------------------------------------------

         INVESTING IN OUR CLASS A COMMON STOCK INVOLVES RISKS. SEE "RISK
FACTORS" BEGINNING ON PAGE S-3 OF THIS PROSPECTUS SUPPLEMENT AND PAGE 3 OF THE
ACCOMPANYING PROSPECTUS.

         Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus supplement or the accompanying
prospectus. Any representation to the contrary is a criminal offense.

                  --------------------------------------------

            The date of this prospectus supplement is March 20, 2000.



<PAGE>

         YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS. WE HAVE
NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH DIFFERENT INFORMATION. WE ARE NOT
MAKING AN OFFER OF THESE SECURITIES IN ANY STATE WHERE THE OFFER IS NOT
PERMITTED. YOU SHOULD NOT ASSUME THAT THE INFORMATION PROVIDED BY THIS
PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS IS ACCURATE AS OF ANY DATE
OTHER THAN THE DATE ON THE FRONT OF THIS PROSPECTUS SUPPLEMENT.

                                TABLE OF CONTENTS

                              PROSPECTUS SUPPLEMENT

<TABLE>

<S>                                                                                <C>
About this Prospectus Supplement...................................................S-3
Risk Factors.......................................................................S-3
Ratio of Earnings to Fixed Charges and Preferred Stock Dividends...................S-5
Use of Proceeds....................................................................S-5
Selling Stockholder................................................................S-5
Plan of Distribution...............................................................S-6
Experts............................................................................S-7
Incorporation of Information We File with the SEC..................................S-7
Where You Can Find More Information................................................S-7

                                   PROSPECTUS

Risk Factors.........................................................................3
Special Note Regarding Forward-Looking Statements...................................10
About this Prospectus...............................................................11
Business............................................................................11
Ratio of Earnings to Fixed Charges and Preferred Stock Dividends....................12
Use of Proceeds.....................................................................12
Description of Debt Securities......................................................13
Description of Capital Stock........................................................22
Description of Warrants.............................................................28
Selling Shareholders................................................................29
Plan of Distribution................................................................29
Validity of Securities..............................................................30
Experts.............................................................................30
Where You Can Find More Information.................................................31
Incorporation of Information We File with the SEC...................................31

</TABLE>

                                       S-2

<PAGE>

                        ABOUT THIS PROSPECTUS SUPPLEMENT

         This prospectus supplement contains the terms of this offering. A
description of our capital stock is contained in the accompanying prospectus.
This prospectus supplement, or the information incorporated by reference in this
prospectus supplement, may add, update or change information in the accompanying
prospectus. If information in this prospectus supplement, or the information
incorporated by reference in this prospectus supplement, is inconsistent with
the accompanying prospectus, this prospectus supplement, or the information
incorporated by reference in this prospectus supplement, will apply and will
supersede the information in the accompanying prospectus.

         It is important for you to read and consider all information contained
in this prospectus supplement and the accompanying prospectus in making your
investment decision. You should also read and consider the information in the
documents we have referred you to in "Where You Can Find More Information."

         This prospectus supplement and the accompanying prospectus do not
constitute an offer or solicitation by anyone in any jurisdiction in which an
offer or solicitation is not authorized or in which the person making an offer
or solicitation is not qualified to do so, or to anyone to whom it is unlawful
to make an offer or solicitation.

                                  RISK FACTORS

         YOU SHOULD CAREFULLY CONSIDER THE INFORMATION BELOW IN ADDITION TO ALL
OTHER INFORMATION PROVIDED TO YOU IN THIS PROSPECTUS SUPPLEMENT, THE
ACCOMPANYING PROSPECTUS AND THE DOCUMENTS INCORPORATED BY REFERENCE IN DECIDING
WHETHER TO INVEST IN THE SHARES OF OUR CLASS A COMMON STOCK.

         THIS PROSPECTUS SUPPLEMENT ALSO CONTAINS FORWARD-LOOKING STATEMENTS.
PLEASE SEE THE INFORMATION IN THE SECTION ENTITLED "SPECIAL NOTE REGARDING
FORWARD-LOOKING STATEMENTS" ON PAGE 10 OF THE ACCOMPANYING PROSPECTUS.

RISK FACTORS RELATING TO OUR BUSINESS

A CHANGE IN ACCOUNTING STANDARDS HAS REQUIRED US TO CHANGE OUR TIMING OF
RECOGNIZING REVENUES.

         Effective June 30, 1999, the Financial Accounting Standards Board
issued FASB Interpretation No. 43 "Real Estate Sales" ("FIN 43") which requires
that sales of integral equipment be accounted for in accordance with real estate
accounting rules. We believe that the SEC requires the classification of dark
fiber cables in the ground as integral equipment as defined in FIN 43.
Accounting for dark fiber contracts does not change any of the economics of the
contracts. It requires us, however, to recognize the revenue from certain
contracts as operating leases over the term of the contracts as opposed to the
previous method of recognizing revenue during the period over which we deliver
the fiber. As a result, this change in accounting treatment reduces the revenue
and income that we recognize in the earlier years of the contract and spreads it
out over the life of the contract regardless of when the cash was received or
the delivery of the fiber took place.

         We implemented accounting for certain of our contracts, entered into
after June 30, 1999, under this method of accounting. As a result, although
there was no change to the economics of the contracts or the timing of the cash
to be received by us, the impact of the change in accounting resulted in our
recording substantially less revenues since July 1, 1999 compared to revenues
that would have been recorded if this change had not been imposed.

WE CANNOT BE CERTAIN THAT WE WILL BE SUCCESSFUL IN INTEGRATING ABOVENET INTO OUR
BUSINESS.

         We believe that our acquisition of AboveNet will result in benefits to
the combined companies, including the expansion of our product and service
offerings and the combination of our fiber optic network with AboveNet's

                                       S-3

<PAGE>

Internet connectivity solutions. If we are not able to effectively integrate our
technology, operations and personnel in a timely and efficient manner, then the
benefits of our acquisition will not be realized and, as a result, our operating
results may be adversely affected. In particular, if the integration is not
successful:

    -    we may lose key personnel; and

    -    we may not be able to retain AboveNet's customers.

In addition, the attention and effort devoted to the integration of the two
companies will significantly divert management's attention from other important
issues, and could significantly harm the combined companies' business and
operating results.

ABOVENET DEPENDS ON THE GROWTH AND PERFORMANCE OF THE INTERNET.

         AboveNet's success will depend in large part on growth in the use of
the Internet. Growth of the Internet depends on many factors, including
security, reliability, cost, ease of access, quality of service and bandwidth.
The recent growth of the Internet has placed strain on the Internet,
necessitating upgrades to its infrastructure. Any perceived or actual weakening
in the performance of the Internet could undermine AboveNet's services, which
are dependent on third parties. AboveNet's ability to attract new customers
similarly depends on a variety of factors, including the ability to provide
continuous service. In addition, AboveNet's customers might terminate or decide
not to renew commitments to use its services. AboveNet must continue to expand
and adapt its network infrastructure as the number of its users grows, as its
users place increasing demands on it, and as requirements change.

OUR BUSINESS DEPENDS ON A LIMITED NUMBER OF KEY PERSONNEL THE LOSS OF WHOM COULD
ADVERSELY AFFECT OUR BUSINESS.

         Our business is managed by a small number of key management and
operating personnel. We believe that the success of our business strategy and
our ability to operate profitably depend on the continued employment of our
senior management team led by Stephen A. Garofalo, Chief Executive Officer and
Chairman of the Board of Directors. Our business and financial results could be
materially affected if Mr. Garofalo or other members of our senior management
team became unable or unwilling to continue in their present positions.

RISK FACTORS RELATING TO OUR CLASS A COMMON STOCK

THE STOCK PRICE OF OUR CLASS A COMMON STOCK MAY BE VOLATILE.

         The market price of our class A common stock is subject to fluctuations
in response to various factors and events, including the liquidity of the market
for the class A common stock, variations in our quarterly operating results,
regulatory or other changes, both domestic and international, affecting the
telecommunications and Internet-related industries generally or us specifically,
announcements of business developments by us or our competitors, changes in
operating results and changes in general market conditions.

SHARES ELIGIBLE FOR FUTURE SALE MAY HAVE A POTENTIAL ADVERSE EFFECT ON OUR STOCK
PRICE.

         Sales of a substantial number of shares of our class A common stock in
the public market, or the perception that sales may occur, could adversely
effect prevailing market prices for the class A common stock and our ability to
raise capital in the future. As of March 7, 2000, there were 472,433,592 shares
of class A common stock outstanding and 67,538,544 shares of class B common
stock, which are convertible into class A common stock on a one-for-one basis,
outstanding. All of the shares of class B common stock are currently owned by
persons who are affiliates. In addition, as of December 31, 1999, 83,158,994
shares of class A common stock were issuable upon the exercise of outstanding
options and warrants.

                                       S-4

<PAGE>

         In November 1999, some of our stockholders entered into prepaid forward
purchase contracts with DECS Trust VI, under which DECS Trust VI has agreed to
purchase in the future up to 23,000,000 shares of class A common stock owned by
those selling stockholders.

         On March 6, 2000, we completed a transaction with Bell Atlantic
Investments, Inc., under which Bell Atlantic Investments purchased 51,116,218
newly issued shares of our class A common stock at a purchase price of $14.00
per share. As part of the same transaction, Bell Atlantic Investments also
purchased $975.3 million aggregate principal amount of our convertible
subordinated notes, which are convertible into shares of our class A common
stock at a conversion price of $17.00 per share, or a total of 57,369,470
shares, at any time after the holder of the notes obtains certain governmental
approvals.

         No prediction can be made as to the effect, if any, that sales of
shares of class A common stock or the availability of those shares for sale will
have on the market prices prevailing from time to time. Nevertheless, the
possibility that substantial amounts of class A common stock, including those
shares into which the class B common stock is convertible, may be sold in the
public market may adversely affect prevailing market prices for the class A
common stock and impair our ability to raise equity capital in the future.

WE DO NOT ANTICIPATE PAYING CASH DIVIDENDS.

         We anticipate that all of our earnings in the foreseeable future, if
any, will be retained to finance the continued growth and expansion of our
business and have no current intention to pay cash dividends on our class A
common stock.

        RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDENDS

         The following table sets forth our consolidated ratio of earnings to
fixed charges, the deficiency of our consolidated earnings to cover fixed
charges, our consolidated ratio of earnings to combined fixed charges and
preferred stock dividends and the deficiency of our consolidated earnings to
cover combined fixed charges and preferred stock dividends for the periods
indicated. We have no preferred stock outstanding as of March 10, 2000.

<TABLE>
<CAPTION>

                                                                                                    Year ended
                                                                                                 December 31, 1999
                                                                                                 -----------------
<S>                                                                                                 <C>
Consolidated ratio of earnings to fixed charges .................................................        --
Deficiency of consolidated earnings to cover fixed charges ......................................   $(114,938)
Consolidated ratio of earnings to combined fixed charges and preferred stock dividends ..........        --
Deficiency of consolidated earnings to cover combined fixed charges and
  preferred stock dividends .....................................................................   $(114,938)

</TABLE>


         For purposes of computing the ratios of earnings to fixed charges and
earnings to combined fixed charges and preferred stock dividends, earnings
represent income (loss) before income taxes and fixed charges. Fixed charges
consist of interest expense, the interest component of operating leases and
amortization of deferred financing costs.

                                 USE OF PROCEEDS

         The selling stockholder is offering all of the shares of class A common
stock covered by this prospectus supplement. We will not receive any proceeds
from the sales of these shares.

                               SELLING STOCKHOLDER

         On March 8, 2000, we entered into a settlement agreement, under which
the action previously filed in the United States District Court for the Southern
District of New York (No. 97 CIV 7751) were settled and dismissed. As

                                       S-5

<PAGE>

part of the settlement agreement, the selling stockholder, Vento & Company of
New York, LLC, received the shares covered by this prospectus supplement.

         As of March 16, 2000, Vento & Company of New York, LLC beneficially
owns 120,846 shares of class A common stock, without giving effect to the stock
split described below, representing less than 1% of our outstanding shares. Of
those shares, 73,346 shares of class A common stock will be offered by this
prospectus supplement. The address of Vento & Company of New York, LLC is
1010 North Glebe Road, Suite 800, Arlington, Virginia 22201.

         On March 2, 2000, we declared a two-for-one stock split of our class A
common stock and class B common stock in the form of a 100% stock dividend to
all stockholders of record on March 14, 2000. We plan to complete the stock
split on April 17, 2000. This prospectus supplement will cover all shares issued
to the selling stockholder in connection with the stock split.

                              PLAN OF DISTRIBUTION

         The selling stockholder may sell shares of class A common stock from
time to time in transactions, including block transactions, on the Nasdaq
National Market, in negotiated transactions, through a combination of such
methods of sale or otherwise, at fixed prices that may be changed, at market
prices prevailing at the time of sale or at negotiated prices. The selling
stockholder may effect those transactions by selling the shares directly to
purchasers, through broker-dealers acting as agents of the selling stockholder,
or to broker-dealers acting as agents for selling stockholder, or to
broker-dealers acting as principals and thereafter sell the shares from time to
time in transactions, including block transactions, on the Nasdaq National
Market, in negotiated transactions, through a combination of such methods of
sale or otherwise. In effecting sales, broker-dealers engaged by the selling
stockholder may arrange for other broker-dealers to participate. Such
broker-dealers, if any, may receive compensation in the form of discounts,
concessions or commissions from the selling stockholder and/or the purchasers of
the shares for whom such broker-dealers may act as agents or to whom they may
sell as principals, or both, which compensation as to particular broker-dealer
might be in excess of customary commissions.

         The selling stockholder and any broker-dealers or agents that
participate with the selling stockholder in the distribution of the shares may
be deemed to be "underwriters" within the meaning of Section 2(11) of the
Securities Act of 1933. Any commissions paid or any discounts or concessions
allowed to any such persons, and any profits received on the resale of the
shares purchased by them may be deemed to be underwriting commission or
discounts under the Securities Act of 1933.

         We have agreed to bear all expenses of registration of the shares other
than legal fees and expenses, if any, of counsel or other advisors of the
selling stockholder. The selling stockholder will bear any commissions,
discounts, concessions or other fees, if any, payable to broker-dealers in
connection with any sale of their shares.

         We have agreed to indemnify the selling stockholder against some
liabilities, including liabilities under the Securities Act of 1933, or to
contribute to payments the selling stockholder may be required to make in
respect thereof. The selling stockholder may agree to indemnify any agent,
dealer or broker-dealer that participates in transactions involving sales of the
shares against some liabilities, including liabilities under the Securities Act
of 1933.

         Because the selling stockholder may be deemed to be an "underwriter"
within the meaning of Section 2(11) of the Securities Act of 1933, the selling
stockholder will be subject to the prospectus delivery requirements of the
Securities Act of 1933. We have informed the selling stockholder that the
anti-manipulative provisions of Regulation M under the Securities Exchange Act
of 1934 may apply to its sales in the market.

                                       S-6

<PAGE>

                                     EXPERTS

         Our consolidated financial statements appearing in our Annual Report on
Form 10-K for the year ended December 31, 1999, have been audited by Ernst &
Young, LLP, independent auditors, as set forth in their report thereon included
therein and incorporated by reference in this prospectus supplement. Such
consolidated financial statements are incorporated in this prospectus supplement
by reference in reliance upon such report given on the authority of such firm as
experts in accounting and auditing.

                INCORPORATION OF INFORMATION WE FILE WITH THE SEC

         The following documents and other materials, which have been filed by
us with the SEC, are incorporated in this prospectus supplement and specifically
made a part of this prospectus supplement by this reference:

    -    our Annual Report on Form 10-K for the fiscal year ended December 31,
         1999 filed on March 17, 2000;

    -    our definitive Information Statement filed on Schedule 14C on February
         4, 2000; and

    -    our Current Report on Form 8-K filed on November 24, 1999.

         In addition, all documents filed with the SEC pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 by us
subsequent to the date of this prospectus supplement shall be deemed to be
incorporated by reference into this prospectus supplement and to be a part
hereof from the date of filing of such documents with the SEC. Any statement
contained in this prospectus supplement or in a document incorporated or deemed
to be incorporated by reference in this prospectus supplement shall be deemed to
be modified or superseded for purposes of this prospectus supplement to the
extent that a statement contained in this prospectus supplement or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this prospectus supplement.

         Statements contained in this prospectus supplement or in any document
incorporated by reference in this prospectus supplement as to the contents of
any contract or other document referred to herein or therein are not necessarily
complete, and in each instance, reference is made to the copy of such contract
or other document filed as an exhibit to the documents incorporated by
reference, each such statement being qualified in all respects by such
reference.

         This prospectus supplement incorporates documents by reference that are
not presented herein or delivered herewith. Copies of such documents, other than
exhibits to such documents that are not specifically incorporated by reference
herein, are available without charge to any person to whom this prospectus
supplement is delivered, upon written or oral request to: Metromedia Fiber
Network, Inc., c/o Metromedia Company, One Meadowlands Plaza, East Rutherford,
NJ 07073; Attention: General Counsel; Tel: (201) 531-8000.

                       WHERE YOU CAN FIND MORE INFORMATION

         We are currently subject to the periodic reporting and other
informational requirements of the Securities Exchange Act of 1934. The reports
and other information that we filed with the SEC can be inspected and copied at
prescribed rates at the public reference facilities maintained by the SEC at
Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and
will also be available for inspection and copying at the regional offices of the
SEC located at 7 World Trade Center, Suite 1300, New York, New York 10048 and
the Citicorp Center at 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511. You may obtain information on the operation of the public reference
facilities by calling the SEC at 1-800-SEC-0330. The SEC also maintains an
Internet Web Site at

                                       S-7

<PAGE>

http://www.sec.gov that contains reports, proxy and information statements and
other information. You can also obtain copies of such materials from us upon
request.

                                       S-8

<PAGE>
P R O S P E C T U S

                                     [LOGO]
                                 --------------

    From time to time, we may sell any of the following securities:

    -  Debt Securities

    -  Preferred Stock

    -  Class A Common Stock

    -  Warrants

    We will provide the specific terms of these securities in one or more
supplements to this prospectus. You should read this prospectus and any
prospectus supplement carefully before you invest.

    Our class A common stock is traded over-the-counter on The Nasdaq Stock
Market's National Market under the trading symbol "MFNX." The applicable
prospectus supplement will contain information, where applicable, as to any
other listing on The Nasdaq Stock Market's National Market or any securities
exchange of the securities covered by the prospectus supplement.

    In addition, up to 21,505,376 shares of class A common stock being
registered may be offered by certain selling stockholders. For additional
information on the methods of sale, you should refer to the section entitled
"Plan of Distribution."

    The securities may be sold directly by us or, in case of class A common
stock, may be sold by selling stockholders, to investors, through agents
designated from time to time or to or through underwriters or dealers. See "Plan
of Distribution." If any underwriters are involved in the sale of any securities
in respect of which this prospectus is being delivered, the names of such
underwriters and any applicable commissions or discounts will be set forth in a
prospectus supplement. The net proceeds we expect to receive from such sale also
will be set forth in a prospectus supplement. We would not receive any of the
proceeds from the sale of class A common stock by selling stockholders.

    This prospectus may not be used to offer or sell any securities unless
accompanied by a prospectus supplement. We urge you to read carefully this
prospectus and the accompanying prospectus supplement, which will describe the
specific terms of the securities being offered to you, before you make your
investment decision.

    INVESTING IN THE SECURITIES INVOLVES RISKS. SEE "RISK FACTORS" BEGINNING ON
PAGE 3.

    NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THE SECURITIES TO BE ISSUED UNDER THIS
PROSPECTUS OR DETERMINED IF THIS PROSPECTUS IS ACCURATE OR ADEQUATE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                The date of this prospectus is October 28, 1999.
<PAGE>
                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                PAGE
                                                              --------
<S>                                                           <C>
RISK FACTORS................................................      3
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS...........     10
ABOUT THIS PROSPECTUS.......................................     11
BUSINESS....................................................     11
RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED STOCK
  DIVIDENDS.................................................     12
USE OF PROCEEDS.............................................     12
DESCRIPTION OF DEBT SECURITIES..............................     13
DESCRIPTION OF CAPITAL STOCK................................     22
DESCRIPTION OF WARRANTS.....................................     28
SELLING STOCKHOLDERS........................................     29
PLAN OF DISTRIBUTION........................................     29
VALIDITY OF SECURITIES......................................     30
EXPERTS.....................................................     30
WHERE YOU CAN FIND MORE INFORMATION.........................     31
INCORPORATION OF INFORMATION WE FILE WITH THE SEC...........     31
</TABLE>

                                       2
<PAGE>
                                  RISK FACTORS

WE HAVE A LIMITED HISTORY OF OPERATIONS

    You will have limited historical financial information upon which to base
your evaluation of our performance. We were formed in April 1993 and have a
limited operating history. We currently have a limited number of customers and
are still in the process of building many of our networks. Accordingly, you must
consider our prospects in light of the risks, expenses and difficulties
frequently encountered by companies in their early stage of development.

WE EXPECT TO CONTINUE TO INCUR NET LOSSES

    We cannot assure you that we will succeed in establishing an adequate
revenue base or that our services will generate profitability. In connection
with the construction of our networks, we have incurred substantial losses. We
expect to continue incurring losses while we concentrate on the development and
construction of our networks and until our networks have established a
sufficient revenue-generating customer base. We also expect to incur losses
during the initial startup phases of any services that we may provide. We expect
to continue experiencing net operating losses for the foreseeable future.
Continued losses may prevent us from pursuing our strategies for growth and
could cause us to be unable to meet our debt service obligations, capital
expenditure requirements or working capital needs.

WE HAVE SUBSTANTIAL DEBT WHICH MAY LIMIT OUR ABILITY TO BORROW, RESTRICT THE USE
  OF OUR CASH FLOWS AND CONSTRAIN OUR BUSINESS STRATEGY, AND WE MAY NOT BE ABLE
  TO MEET OUR DEBT OBLIGATIONS

    We have substantial debt and debt service requirements. Our substantial debt
has important consequences, including:

    - our ability to borrow additional amounts for working capital, capital
      expenditures or other purposes is limited,

    - a substantial portion of our cash flow from operations is required to make
      debt service payments, and

    - our leverage could limit our ability to capitalize on significant business
      opportunities and our flexibility to react to changes in general economic
      conditions, competitive pressures and adverse changes in government
      regulation.

    We cannot assure you that our cash flow and capital resources will be
sufficient to repay our existing indebtedness and any indebtedness we may incur
in the future, or that we will be successful in obtaining alternative financing.
In the event that we are unable to repay our debts, we may be forced to reduce
or delay the completion or expansion of our networks, sell some of our assets,
obtain additional equity capital or refinance or restructure our debt.

WE MAY NOT BE ABLE TO SUCCESSFULLY IMPLEMENT OUR BUSINESS STRATEGY BECAUSE WE
  DEPEND ON FACTORS BEYOND OUR CONTROL, WHICH COULD ADVERSELY AFFECT OUR RESULTS
  OF OPERATIONS

    Our future largely depends on our ability to implement our business strategy
and proposed expansion in order to create the new business and revenue
opportunities. Our results of operations will be adversely affected if we cannot
fully implement our business strategy. Successful implementation depends on
numerous factors beyond our control, including economic, competitive and other
conditions and uncertainties, the ability to obtain licenses, permits,
franchises and rights-of-way on reasonable terms and conditions and the ability
to hire and retain qualified management personnel.

                                       3
<PAGE>
WE CANNOT ASSURE YOU THAT WE WILL SUCCESSFULLY COMPLETE THE CONSTRUCTION OF OUR
  NETWORKS

    The construction of future networks and the addition of Internet service
exchange facilities entail significant risks, including management's ability to
effectively control and manage these projects, shortages of materials or skilled
labor, unforeseen engineering, environmental or geological problems, work
stoppages, weather interference, floods and unanticipated cost increases. The
failure to obtain necessary licenses, permits and authorizations could prevent
or delay the completion of construction of all or part of our networks or
increase completion costs. In addition, our AboveNet Communications Inc.
subsidiary's establishment and maintenance of interconnections with other
network providers at various public and private points (often referred to as
"peering arrangements") is necessary for AboveNet to provide cost efficient
services. We cannot assure you that the budgeted costs of our current and future
projects will not be exceeded or that these projects will commence operations
within the contemplated schedules, if at all.

WE CANNOT ASSURE YOU THAT A MARKET FOR OUR CURRENT OR FUTURE SERVICES WILL
  DEVELOP

    The practice of leasing dark fiber, which is fiber optic cable without any
of the electronic or optronic equipment necessary to use the fiber for
transmission, is not widespread and we cannot assure you that the market will
develop or that we will be able to enter into contracts, comply with the terms
of these contracts or maintain relationships with communications carriers and
corporate and government customers. We also cannot assure you that these
contracts or relationships will be on economically favorable terms or that
communications carriers and corporate and government customers will not choose
to compete against, rather than cooperate with us. If we are unable to enter
into contracts, comply with the terms of the contracts or maintain relationships
with these constituencies, our operations would be materially and adversely
affected. We cannot predict whether providing services to governments will
evolve into a significant market because governments usually already control
existing rights-of-way and often build their own communications infrastructure.
We will need to strengthen our marketing efforts and increase our staff to
handle future marketing and sales requirements. If we fail to obtain
significant, widespread commercial and public acceptance of our networks and
access to sufficient buildings our visibility in the telecommunications market
could be jeopardized. We cannot assure you that we will be able to secure
customers for the commercial use of our proposed networks or access to such
buildings in each market. In addition, the market for co-location and Internet
services, which are offered by AboveNet, is new and evolving. We cannot assure
you that AboveNet's services will achieve widespread acceptance in this new
market. Further, AboveNet's success depends in large part on growth in the use
of the Internet. The growth of the Internet is highly uncertain and depends on a
variety of factors.

    We may expand the range of services that we offer. These services may
include assisting customers with the integration of their leased dark fiber with
appropriate electronic and optronic equipment by facilitating the involvement of
third party suppliers, vendors and contractors. We cannot assure you that a
market will develop for our new services, that implementing these services will
be technically or economically feasible, that we can successfully develop or
market them or that we can operate and maintain our new services profitably.

SEVERAL OF OUR CUSTOMERS MAY TERMINATE THEIR AGREEMENTS WITH US IF WE DO NOT
  PERFORM BY SPECIFIED TIMES

    We currently have some contracts to supply leased fiber capacity which allow
the lessee to terminate the contracts and/or provide for liquidated damages if
we do not supply the stated fiber capacity by a specified time. Terminating any
of these contracts could adversely affect our operating results.

                                       4
<PAGE>
WE MAY BE UNABLE TO RAISE THE ADDITIONAL FINANCING NECESSARY TO COMPLETE THE
  CONSTRUCTION OF OUR NETWORKS, WHICH WOULD ADVERSELY AFFECT OUR LONG-TERM
  BUSINESS STRATEGY

    We may need significant amounts of additional capital to complete the
build-out of our planned fiber optic communications networks, to expand
AboveNet's network infrastructure and to meet our long-term business strategies,
including expanding our networks to additional cities and constructing our
networks in Europe. If we need additional funds, our inability to raise them
will have an adverse effect on our operations. If we decide to raise additional
funds by incurring debt, we may become more leveraged and subject to additional
or more restrictive financial covenants and ratios. In addition, if we issue
equity securities or securities convertible or exchangeable into our equity
securities, current stockholders may face dilution.

COMPETITORS OFFER SERVICES SIMILAR TO OURS IN OUR CURRENT OR PLANNED MARKETS
  WHICH WOULD AFFECT OUR RESULTS OF OPERATIONS

    The telecommunications industry and AboveNet's business are extremely
competitive, particularly with respect to price and service, which may adversely
affect our results of operations. A significant increase in industry capacity or
reduction in overall demand would adversely affect our ability to maintain or
increase prices. In the telecommunications industry, we compete against
incumbent local exchange carriers, which have historically provided local
telephone services and currently dominate their local telecommunications
markets, and competing carriers in the local services market. In addition to
these carriers, several other potential competitors, such as facilities-based
communications service providers, cable television companies, electric
utilities, microwave carriers, satellite carriers, wireless telephone system
operators and large end-users with private networks, are capable of offering,
and in some cases offer, services similar to those offered by us. Furthermore,
several of these service providers, such as wireless service providers, could
build wireless networks more rapidly and at lower cost than fiber optic
networks. Additionally, the business in which AboveNet competes is highly
competitive due to a lack of barriers to entry and high price sensitivity. Many
of our competitors have greater financial, research and development and other
resources than we do.

    Some of our principal competitors already own fiber optic cables as part of
their telecommunications networks. Accordingly, any of these carriers, some of
which already have franchise and other agreements with local and state
governments and substantially greater resources and more experience than us,
could directly compete with us in the market for leasing fiber capacity, if they
are willing to offer this capacity to their customers. In addition, some
communications carriers and local cable companies have extensive networks in
place that could be upgraded to fiber optic cable, as well as numerous personnel
and substantial resources to begin construction to equip their networks. If
communications carriers and local cable companies decide to equip their networks
with fiber optic cable, they could become significant competitors. Our franchise
and other agreements with the city of New York and other local and state
governments are not exclusive. Potential competitors with greater resources and
more experience than us could enter into franchise and other agreements with
local and state governments and compete directly with us. Other companies may
choose to compete with us in our current or planned markets, including Europe,
by leasing fiber capacity, including dark fiber, to our targeted customers. This
additional competition could materially and adversely affect our operations.

WE DEPEND ON A LIMITED NUMBER OF CUSTOMERS AND ARE MORE VULNERABLE TO CHANGING
  ECONOMIC CONDITIONS AND CONSUMER PREFERENCES

    We are particularly dependent on a limited number of customers. In addition,
AboveNet has a long sales cycle. We are, therefore, more susceptible to the
impact of poor economic conditions than our competitors with a more balanced mix
of business.

                                       5
<PAGE>
REGULATION OF THE TELECOMMUNICATIONS INDUSTRY MAY LIMIT THE DEVELOPMENT OF OUR
  NETWORKS AND AFFECT OUR COMPETITIVE POSITION

    Existing and future government laws and regulations may greatly influence
how we operate our business, our business strategy and ultimately, our
viability. U.S. Federal and state telecommunications laws and the laws of
foreign countries in which we operate directly shape the telecommunications
market. Consequently, regulatory requirements and/or changes could adversely
affect our operations and also influence the market for Internet, web hosting
and related services. However, we cannot predict the future regulatory framework
of our business.

    U.S. LAWS MAY IMPACT OUR BUSINESS AND RESULTS OF OPERATIONS BY REGULATING
     OUR OPERATIONS AND OUR CUSTOMERS' OPERATIONS

    U.S. Federal telecommunications law imposes legal requirements on common
carriers who engage in interstate or foreign communication by wire or radio, and
on telecommunications carriers. Should these regulations be applied to us, they
may have a material adverse impact on our business and results of operation. If
providing dark fiber facilities or related services provided by us were deemed
to be a telecommunications service, then regulations, both Federal and state,
applicable to telecommunications carriers might apply to us. This could subject
the revenues we receive from facility leases in interstate commerce to
assessment by the Federal Communications Commission Universal Service Fund and
the offering of those facilities or services would be subject to common carrier
regulation. In addition, our customers and, in the case of Bell Atlantic, one of
our potential shareholders, are local exchange carriers or long distance
carriers, subject to regulation by the Federal Communications Commission. Our
business may be affected by regulations applicable to these telecommunications
carriers. For example, the Federal Communications Commission has recently taken
steps, and may take further steps, to reduce the access charges, the fees paid
by long distance carriers to local exchange carriers for originating and
terminating long distance calls on the local exchange carriers' local networks,
and to give the local exchange carriers greater flexibility in setting these
charges. While we cannot predict the precise effect reduction in access charge
will have on our operations, the reduction will likely make it more attractive
for long distance carriers to use local exchange carriers facilities, rather
than our fiber optic telecommunications network. A recent decision by the
Federal Communications Commission to require unbundling of incumbent local
exchange carriers' dark fiber could decrease the demand for our dark fiber by
allowing our potential customers to obtain dark fiber from incumbent local
exchange carriers at cost-based rates, and thereby have an adverse effect on the
results of our operations.

    STATE LEGISLATION AFFECTS OUR PRICING POLICIES AND OUR COSTS

    Our offering of transmission services, which is different from dark fiber
capacity, may be subject to regulation in each state to the extent that these
services are offered for intrastate use, and this regulation may have an adverse
effect on the results of our operations. We cannot assure you that these
regulations, if any, as well as future regulatory, judicial, or legislative
action will not have a material adverse effect on us. In particular, state
regulators have the authority to determine both the rates we will pay to
incumbent local exchange carriers for certain interconnection arrangements such
as physical collocation, and the prices that incumbent local exchange carriers
will be able to charge our potential customers for services and facilities that
compete with our services. We will also incur costs in order to comply with
regulatory requirements such as the filing of tariffs, submission of periodic
financial and operational reports to regulators, and payment of regulatory fees
and assessments including contributions to state universal service funds. In
some jurisdictions, our pricing flexibility for intrastate services may be
limited because of regulation, although our direct competitors will be subject
to similar restrictions.

                                       6
<PAGE>
    LOCAL GOVERNMENTS' CONTROL OVER RIGHTS-OF-WAY CAN LIMIT THE DEVELOPMENT OF
     OUR NETWORKS

    Local governments exercise legal authority that may have an adverse effect
on our business because of our need to obtain rights-of-way for our fiber
network. While local governments may not prohibit persons from providing
telecommunications services nor treat telecommunication service providers in a
discriminating manner, they can affect the timing and costs associated with our
use of public rights-of-way.

    THE REGULATORY FRAMEWORK FOR OUR INTERNATIONAL OPERATIONS IS EXTENSIVE AND
     CONSTANTLY CHANGING, ADDING UNCERTAINTIES TO OUR PLANNED EXPANSION INTO
     FOREIGN COUNTRIES

    Various regulatory requirements and limitations also will influence our
business as we attempt to enter international markets. Regulation of the
international telecommunications industry is changing rapidly. We are unable to
predict how the Federal Communications Commission and foreign regulatory bodies
will resolve the various pending international policy issues and the effect of
such resolutions on us. Our US/UK undersea cable joint venture is a U.S.
international common carrier subject to U.S. regulation under Title II of the
Communications Act of 1934. We are also licensed as a U.S. international common
carrier subject to U.S. regulation under Title II of the Communications Act of
1934. Our U.K. joint venture is, and we also are, required, under Sections 214
and 203 of the Communications Act of 1934, respectively, to obtain authorization
and file an international service tariff containing rates, terms and conditions
before initiating service. International carriers are also subject to certain
annual fees and filing requirements such as the requirement to file contracts
with other carriers, including foreign carrier agreements, and reports
describing international circuit, traffic and revenue data service. So long as
our U.K. joint venture and we operate as international common carriers, they
will also be required to comply with the rules of the Federal Communications
Commission. The international services provided by our U.K. joint venture are
and our international services are also subject to regulation in the United
Kingdom and other European jurisdictions in which we may operate. National
regulations of relevant European and other foreign countries, as well as
policies and regulations on the European Union and other foreign governmental
level, impose separate licensing, service and other conditions on our foreign
joint ventures and our international service operations, and these requirements
may have a material adverse impact on us.

OUR FRANCHISES, LICENSES OR PERMITS COULD BE CANCELED OR NOT RENEWED, WHICH
  WOULD IMPAIR THE DEVELOPMENT OF MAJOR MARKETS FOR OUR SERVICES

    Termination or non-renewal of our franchise with the city of New York or of
certain other rights-of-way or franchises that we use for our networks would
have a material adverse effect on our business, results of operations and
financial condition. We will also need to obtain additional franchises, licenses
and permits for our planned intracity networks, intercity networks and
international networks. We cannot assure you that we will be able to maintain on
acceptable terms our existing franchises, licenses or permits or to obtain and
maintain the other franchises, licenses or permits needed to implement our
strategy.

WE MAY NOT BE ABLE TO OBTAIN AND MAINTAIN THE RIGHTS-OF-WAY AND OTHER PERMITS
  NECESSARY TO IMPLEMENT OUR BUSINESS STRATEGY

    We must obtain additional rights-of-way and other permits from railroads,
utilities, state highway authorities, local governments and transit authorities
to install underground conduit for the expansion of our intracity networks,
intercity networks and international networks. We cannot assure you that we will
be successful in obtaining and maintaining these right-of-way agreements or
obtaining these agreements on acceptable terms. Some of these agreements may be
short-term or revocable at will, and we cannot assure you that we will continue
to have access to existing rights-of-way after they have expired or terminated.
If any of these agreements were terminated or could not be renewed and we were
forced to remove our fiberoptic cable from under the streets or abandon our
networks, the termination could have a material adverse effect on our
operations. In addition, landowners have asserted that railroad companies and
others

                                       7
<PAGE>
to whom they granted easements to their properties are not entitled as a result
of these easements to grant rights of way to telecommunications providers. If
these disputes are resolved in the landowners' favor, we could be obligated to
make substantial lease payments to these landowners for the lease of these
rights of way. More specifically, our New York/New Jersey network relies upon,
and our planned expansions into Long Island and Westchester County will rely
upon, right-of-way agreements with Bell Atlantic Corporation and our subsidiary,
Empire City Subway Company (Ltd.). The current agreements may be terminated at
any time without cause with three months notice. In case of termination, we may
be required to remove our fiber optic cable from the conduits or poles of Bell
Atlantic. This termination would have a material adverse effect on our
operations.

RAPID TECHNOLOGICAL CHANGES COULD AFFECT THE CONTINUED USE OF OUR SERVICES AND
  OUR RESULTS OF OPERATIONS

    The telecommunications industry is subject to rapid and significant changes
in technology that could materially affect the continued use of our services,
including fiber optic cable and Internet connectivity services. We cannot
predict the effect of technological changes on our business. We also cannot
assure you that technological changes in the communications industry and
Internet related industry will not have a material adverse effect on our
operations.

WE MAY EXPERIENCE RISKS AS A RESULT OF EXPANDING OUR NETWORKS INTO EUROPEAN AND
  OTHER FOREIGN COUNTRIES, WHICH MAY ADVERSELY AFFECT OUR RESULTS OF OPERATIONS

    Our strategy includes expanding our services to provide fiber optic cable
and developing regional Internet service exchange facilities in Europe,
particularly Austria, Germany and the United Kingdom. The following are risks we
may experience as a result of doing business in Germany, the United Kingdom and
other foreign countries in which we may expand our networks:

    - difficulties in staffing and managing our operations in foreign countries;

    - longer payment cycles;

    - problems in collecting accounts receivable;

    - fluctuations in currency exchange rates;

    - delays from customs brokers or government agencies encountered as a result
      of exporting fiber from the United States to Germany, the United Kingdom
      or other countries in which we may operate; and

    - potentially adverse consequences resulting from operating in multiple
      countries, such as Germany and the United Kingdom, each with their own
      laws and regulations, including tax laws and industry related regulations.

    We cannot assure you that we will be successful in overcoming these risks or
any other problems arising because of expansion into Europe and other foreign
countries.

WE MAY NOT BE ABLE TO SUCCESSFULLY IDENTIFY, MANAGE AND ASSIMILATE FUTURE
  ACQUISITIONS, INVESTMENTS AND STRATEGIC ALLIANCES, WHICH WOULD ADVERSELY
  AFFECT OUR RESULTS OF OPERATIONS

    We have in the past, and may in the future, acquire, make investments in, or
enter into strategic alliances, including joint ventures in which we hold less
than a majority interest, with, companies which have customer bases, switching
capabilities, existing networks or other assets in our current markets or in
areas into which we intend to expand our networks. Any acquisitions,
investments, strategic alliances or related efforts will be accompanied by risks
such as:

    - the difficulty of identifying appropriate acquisition candidates;

                                       8
<PAGE>
    - the difficulty of assimilating the operations of the respective entities;

    - the potential disruption of our ongoing business;

    - the potential inability to control joint ventures in which we hold less
      than a majority interest;

    - the inability of management to capitalize on the opportunities presented
      by acquisitions, investments, strategic alliances or related efforts;

    - the failure to successfully incorporate licensed or acquired technology
      and rights into our services;

    - the inability to maintain uniform standards, controls, procedures and
      policies; and

    - the impairment of relationships with employees and customers as a result
      of changes in management.

    We cannot assure you that we would be successful in overcoming these risks
or any other problems encountered with such acquisitions, investments, strategic
alliances or related efforts.

IN THE TELECOMMUNICATIONS INDUSTRY, CONTINUED PRICING PRESSURES FROM OUR
  COMPETITORS AND AN EXCESS OF NETWORK CAPACITY CONTINUE TO CAUSE PRICES FOR OUR
  SERVICES TO DECLINE

    We anticipate that prices for our services specifically, and transmission
services in general, will continue to decline over the next several years due
primarily to the following:

    - price competition as various network providers continue to install
      networks that might compete with our networks;

    - recent technological advances that permit substantial increases in the
      transmission capacity of both new and existing fiber; and

    - strategic alliances or similar transactions, such as long distance
      capacity purchasing alliances among regional Bell operating companies,
      that increase the parties' purchasing power.

WE MAY EXPERIENCE ADDITIONAL RISKS AS A RESULT OF ABOVENET'S CO-LOCATION AND
  INTERNET CONNECTIVITY SERVICES

    The legal landscape that governs AboveNet has yet to be interpreted or
enforced. Regulatory issues for AboveNet's industry include property ownership,
copyrights and other intellectual property issues, taxation, libel, obscenity
and personal privacy. AboveNet's business may be adversely affected by the
adoption and interpretation of any future or currently existing laws and
regulations. AboveNet has no patented technology and relies on a combination of
copyright, trademark, service mark and trade secret laws and contractual
restrictions to establish and protect certain proprietary rights in its
technology. Despite AboveNet's design and implementation of a variety of network
security measures, unauthorized access, computer viruses, accidental or
intentional action and other disruptions could occur. In addition, we may incur
significant costs to prevent breaches in AboveNet's security or to alleviate
problems caused by those breaches. The law relating to the liability of online
services companies and Internet access providers for information carried on or
disseminated through their networks is currently unsettled. It is possible that
claims could be made against online services companies, co-location companies
and Internet access providers. We may need to implement measures to reduce our
exposure to this potential liability.

METROMEDIA COMPANY EFFECTIVELY CONTROLS OUR COMPANY AND HAS THE POWER TO CAUSE
  OR PREVENT A CHANGE OF CONTROL

    Metromedia Company and one of its general partners currently own 100% of our
class B common stock, which currently represents approximately 63% of our total
voting power and also is entitled to elect 75% of the members of our board of
directors. Accordingly, Metromedia Company is able to control the

                                       9
<PAGE>
board of directors and all stockholder decisions and, in general, to determine
the outcome of any corporate transaction or other matter submitted to the
stockholders for approval, including mergers, consolidations and the sale of all
or substantially all of our assets, without the consent of other stockholders.
In addition, Metromedia Company has the power to prevent or cause a change in
control of our company.

               SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

    Any statements in this prospectus about our expectations, belief, plans,
objectives, assumptions or future events or performance are not historical facts
and are forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended. These statements are often, but not always, made
through the use of words or phrases such as "will likely result," "expect,"
"will continue," "anticipate," "estimate," "intend," "plan," "projection,"
"would" and "outlook." Accordingly, these statements involve estimates,
assumptions and uncertainties which could cause actual results to differ
materially from those expressed in them. Any forward-looking statements are
qualified in their entirety by reference to the factors discussed throughout
this document. The following cautionary statements identify important factors
that could cause our actual results to differ materially from those projected in
the forward-looking statements made in this document. Among the key factors that
have a direct bearing on our results of operation are:

    - general economic and business conditions;

    - the existence or absence of adverse publicity;

    - changes in, or failure to comply with, government regulations;

    - changes in marketing and technology;

    - changes in political, social and economic conditions, especially with
      respect to our foreign operations;

    - competition in the telecommunications industry;

    - industry capacity;

    - general risks of the telecommunications industries;

    - success of acquisition and operating initiatives, including our ability to
      successfully integrate our acquisitions;

    - changes in business strategy or development plans;

    - management of growth;

    - availability, terms and deployment of capital;

    - construction schedules;

    - costs and other effects of legal and administrative proceedings;

    - dependence on senior management;

    - business abilities and judgments of personnel;

    - availability of qualified personnel; and

    - labor and employee benefit costs.

    These factors and the risk factors referred to above could cause actual
results or outcomes to differ materially from those expressed in any
forward-looking statements made by us. You should not place undue reliance on
any such forward-looking statements. Further, any forward-looking statement
speaks only as of the date on which it is made and we undertake no obligation to
update any forward-looking

                                       10
<PAGE>
statement or statements to reflect events or circumstances after the date on
which such statement is made or to reflect the occurrence of unanticipated
events. New factors emerge from time to time, and it is not possible for us to
predict which will arise. In addition, we cannot assess the impact of each
factor on our business or the extent to which any factor, or combination of
factors, may cause actual results to differ materially from those contained in
any forward-looking statements.

    For a discussion of important risks of an investment in our securities,
including factors that could cause actual results to differ materially from
results referred to in the forward-looking statements, see "Risk Factors." You
should carefully consider the information set forth under the caption "Risk
Factors." In light of these risks, uncertanities and assumptions, the
forward-looking events discussed in or incorporated by reference in this
prospectus might not occur.

                             ABOUT THIS PROSPECTUS

    This prospectus is part of a registration statement that we filed with the
SEC utilizing a "shelf" registration process. Under this shelf process, we may,
over the next two years, sell any combination of the securities described in
this prospectus in one or more offerings up to a total dollar amount of
$1,500,000,000. In addition, the selling stockholders may, over the next two
years, sell up to 21,505,376 shares of class A common stock.

    This prospectus provides you with a general description of the securities we
or the selling stockholders may offer. Each time we or the selling stockholders
sell securities, we will provide a prospectus supplement that will contain
specific information about the terms of that offering. The prospectus supplement
may also add, update or change information contained in this prospectus. You
should read both this prospectus and any prospectus supplement together with
additional information described immediately below under the heading "Where You
Can Find More Information."

                                    BUSINESS

    We are a facilities-based provider of technologically advanced,
high-bandwidth, fiber optic communications infrastructure to carrier and
corporate/government customers in the United States and Europe. We have
installed and intend to install local intracity networks that will consist of in
excess of 2.9 million fiber miles, which is equal to the number of strands of
fiber in a length of fiber optic cable multiplied by the length of the cable in
miles, covering approximately 6,941 route miles, which is equal to the number of
miles spanned by fiber optic cable calculated without including physically
overlapping segments of cable, in 50 metropolitan markets in the United States
and Europe.

    We focus on leasing or otherwise making available for use our broadband
communications infrastructure to two main customer groups: communications
carriers and corporate/governmental customers. In addition, through our
subsidiary AboveNet Communications Inc., we are providing facilities-based,
managed services for customer-owned webservers and related equipment, known as
co-location, and high performance Internet connectivity solutions for electronic
commerce and other business critical Internet operations. AboveNet has developed
a network architecture based upon strategically located facilities. These
facilities, known as Internet service exchanges, allow Internet content
providers direct access to Internet service providers.

    Our company was founded in 1993 and is a Delaware corporation and its
executive offices are located at One North Lexington Avenue, White Plains, NY
10601.

                                       11
<PAGE>
        RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDENDS

    The following table sets forth our consolidated ratio of earnings to fixed
charges, the deficiency of our consolidated earnings to cover fixed charges, our
consolidated ratio of earnings to combined fixed charges and preferred stock
dividends and the deficiency of our consolidated earnings to cover combined
fixed charges and preferred stock dividends for the periods indicated. We have
no preferred stock outstanding as of October 14, 1999.

<TABLE>
<CAPTION>
                                                                                               SIX MONTHS
                                                        YEARS ENDED                               ENDED
                                                        DECEMBER 31,                            JUNE 30,
                                    ----------------------------------------------------   -------------------
                                      1994       1995       1996       1997       1998       1998       1999
                                    --------   --------   --------   --------   --------   --------   --------
                                               (IN THOUSANDS OF DOLLARS, EXCEPT RATIOS)
<S>                                 <C>        <C>        <C>        <C>        <C>        <C>        <C>
Consolidated ratio of earnings to
  fixed charges...................      --          --         --         --       1.61         --         --
Deficiency of consolidated
  earnings to cover fixed
  charges.........................    $874      $4,319    $10,359    $26,259         --     $2,056    $12,278
Consolidated ratio of earnings to
  combined fixed charges and
  preferred stock dividends.......      --          --         --         --       1.61         --         --
Deficiency of consolidated
  earnings to cover combined fixed
  charges and preferred stock
  dividends.......................    $874      $4,319    $10,359    $26,259         --     $2,056    $12,278
</TABLE>

    For purposes of computing the ratios of earnings to fixed charges and
earnings to combined fixed charges and preferred stock dividends, earnings
represent income (loss) before income taxes and fixed charges. Fixed charges
consist of interest expense, the interest component of operating leases and
amortization of deferred financing costs.

                                USE OF PROCEEDS

    We will use the net proceeds from our sale of the securities for the
development, engineering, construction, installation, acquisition, lease,
development or improvement of our telecommunications assets and for our general
corporate purposes, which may include, repaying indebtedness, making additions
to our working capital, funding future acquisitions or for any other purpose we
describe in the applicable prospectus supplement.

    We will not receive any of the proceeds from the sale of class A common
stock or other securities that may be sold by selling stockholders.

                                       12
<PAGE>
                         DESCRIPTION OF DEBT SECURITIES

    The following is a summary of the general terms of the debt securities. We
will file a prospectus supplement that may contain additional terms when we
issue debt securities. The terms presented here, together with the terms in a
related prospectus supplement, which could be different from the terms described
below, will be a description of the material terms of the debt securities. You
should also read the indenture. We have filed the indenture with the SEC as an
exhibit to the registration statement of which this prospectus is a part. All
capitalized terms have the meanings specified in the Indenture. The terms and
provisions of the debt securities below will most likely be modified by the
documents that set forth the specific terms of the debt securities issued.

    We may issue, from time to time, debt securities, in one or more series,
that will consist of either our senior debt ("Senior Debt Securities"), our
senior subordinated debt ("Senior Subordinated Debt Securities"), our
subordinated debt ("Subordinated Debt Securities") or our junior subordinated
debt ("Junior Subordinated Debt Securities" and, together with the Senior
Subordinated Debt Securities and the Subordinated Debt Securities, the
"Subordinated Securities"). The debt securities we offer will be issued under an
indenture between us and the trustee. Debt securities, whether senior, senior
subordinated, subordinated or junior subordinated, may be issued as convertible
debt securities or exchangeable debt securities.

GENERAL TERMS OF THE INDENTURE

    The indenture does not limit the amount of debt securities that we may
issue. It provides that we may issue debt securities up to the principal amount
that we may authorize and may be in any currency or currency unit that we may
designate. The terms of the indenture do not contain any covenants or other
provisions designed to give holders of any debt securities protection against
changes in our operations, financial condition or transactions involving us, but
such provisions may be included in the documents that set forth the specific
terms of the debt securities.

    We may issue the debt securities issued under the indenture as "discount
securities," which means they may be sold at a discount below their stated
principal amount. These debt securities, as well as other debt securities that
are not issued at a discount, may, for United States federal income tax
purposes, be treated as if they were issued with "original issue discount"
("OID") because of interest payment and other characteristics. Special United
States federal income tax considerations applicable to debt securities issued
with original issue discount will be described in more detail in any applicable
prospectus supplement.

    The applicable prospectus supplement for a series of debt securities that we
issue will describe, among other things, the following terms of the offered debt
securities:

    -  the title;

    -  any limit on the aggregate principal amount;

    -  whether issued in fully registered form without coupons or in a form
       registered as to principal only with coupons or in bearer form with
       coupons;

    -  whether issued in the form of one or more global securities and whether
       all or a portion of the principal amount of the debt securities is
       represented thereby;

    -  the price or prices at which the debt securities will be issued;

    -  the date or dates on which principal is payable;

    -  the place or places where and the manner in which principal, premium or
       interest will be payable and the place or places where the debt
       securities may be presented for transfer and, if applicable, conversion
       or exchange;

                                       13
<PAGE>
    -  interest rates, and the dates from which interest, if any, will accrue,
       and the dates when interest is payable and the maturity;

    -  the right, if any, to extend the interest payment periods and the
       duration of the extensions;

    -  our rights or obligations to redeem or purchase the debt securities;

    -  any sinking fund provisions;

    -  conversion or exchange provisions, if any, including conversion or
       exchange prices or rates and adjustments thereto;

    -  the currency or currencies of payment of principal or interest;

    -  the terms applicable to any debt securities issued at a discount from
       their stated principal amount;

    -  the terms, if any, under which any debt securities will rank junior to
       any of our other debt;

    -  if the amount of payments of principal or interest is to be determined by
       reference to an index or formula, or based on a coin or currency other
       than that in which the debt securities are stated to be payable, the
       manner in which these amounts are determined and the calculation agent,
       if any, with respect thereto;

    -  if other than the entire principal amount of the debt securities when
       issued, the portion of the principal amount payable upon acceleration of
       maturity as a result of a default on our obligations;

    -  if applicable, covenants affording holders of debt protection against
       changes in our operations, financial condition or transactions involving
       us;

    -  if other than dollars, the coin, currency or currencies in which the
       series of debt securities are denominated; and

    -  any other specific terms of any debt securities.

    The applicable prospectus supplement will present United States federal
income tax considerations for holders of any debt securities and the securities
exchange or quotation system on which any debt securities are listed or quoted.

SENIOR DEBT SECURITIES

    Payment of the principal of, premium, if any, and interest on Senior Debt
Securities will rank on a parity with all of our other unsecured and
unsubordinated debt.

SENIOR SUBORDINATED DEBT SECURITIES

    Payment of the principal of, premium, if any, and interest on Senior
Subordinated Debt Securities will be junior in right of payment to the prior
payment in full of all of our unsubordinated debt, including Senior Debt
Securities. We will state in the applicable prospectus supplement relating to
any Senior Subordinated Debt Securities the subordination terms of the
securities as well as the aggregate amount of outstanding debt, as of the most
recent practicable date, that by its terms would be senior to the Senior
Subordinated Debt Securities. We will also state in such prospectus supplement
limitations, if any, on issuance of additional senior debt.

SUBORDINATED DEBT SECURITIES

    Payment of the principal of, premium, if any, and interest on Subordinated
Debt Securities will be subordinated and junior in right of payment to the prior
payment in full of all of our senior debt, including

                                       14
<PAGE>
our senior subordinated debt. We will state in the applicable prospectus
supplement relating to any Subordinated Debt Securities the subordination terms
of the securities as well as the aggregate amount of outstanding indebtedness,
as of the most recent practicable date, that by its terms would be senior to the
Subordinated Debt Securities. We will also state in such prospectus supplement
limitations, if any, on issuance of additional senior indebtedness.

JUNIOR SUBORDINATED DEBT SECURITIES

    Payment of the principal of, premium, if any, and interest on Junior
Subordinated Debt Securities will be subordinated and junior in right of payment
to the prior payment in full of all of our senior, senior subordinated and
subordinated debt. We will state in the applicable prospectus supplement
relating to any Junior Subordinated Debt Securities the subordination terms of
the securities as well as the aggregate amount of outstanding debt, as of the
most recent practicable date, that by its terms would be senior to the Junior
Subordinated Debt Securities. We will also state in such prospectus supplement
limitations, if any, on issuance of additional senior indebtedness.

CONVERSION OR EXCHANGE RIGHTS

    Debt securities may be convertible into or exchangeable for shares of our
equity securities or equity securities of our subsidiaries or affiliates. The
terms and conditions of conversion or exchange will be stated in the applicable
prospectus supplement. The terms will include, among others, the following:

    -  the conversion or exchange price;

    -  the conversion or exchange period;

    -  provisions regarding the convertibility or exchangeability of the debt
       securities, including who may convert or exchange;

    -  events requiring adjustment to the conversion or exchange price;

    -  provisions affecting conversion or exchange in the event of our
       redemption of the debt securities; and

    -  any anti-dilution provisions, if applicable.

EVENTS OF DEFAULT

    Unless otherwise provided for in the prospectus supplement, the term "Event
of Default," when used in the indenture, unless otherwise indicated, means any
of the following:

    -  failure to pay interest for 30 days after the date payment is due and
       payable; provided that if we extend an interest payment period in
       accordance with the terms of the debt securities, the extension will not
       be a failure to pay interest;

    -  failure to pay principal or premium, if any, on any debt security when
       due, either at maturity, upon any redemption, by declaration or
       otherwise;

    -  failure to make sinking fund payments when due;

    -  failure to perform other covenants for 60 days after notice that
       performance was required;

    -  events in bankruptcy, insolvency or reorganization of our company; or

    -  any other Event of Default provided in the applicable resolution of our
       Board or the supplemental indenture under which we issue a series of debt
       securities.

    An Event of Default for a particular series of debt securities does not
necessarily constitute an Event of Default for any other series of debt
securities issued under the indenture. IF AN EVENT OF DEFAULT RELATING

                                       15
<PAGE>
TO THE PAYMENT OF INTEREST, PRINCIPAL OR ANY SINKING FUND INSTALLMENT INVOLVING
ANY SERIES OF DEBT SECURITIES HAS OCCURRED AND IS CONTINUING, THE TRUSTEE OR THE
HOLDERS OF NOT LESS THAN 25% IN AGGREGATE PRINCIPAL AMOUNT OF THE DEBT
SECURITIES OF EACH AFFECTED SERIES MAY DECLARE THE ENTIRE PRINCIPAL OF ALL THE
DEBT SECURITIES OF THAT SERIES TO BE DUE AND PAYABLE IMMEDIATELY.

    If an Event of Default relating to the performance of other covenants occurs
and is continuing for a period of 60 days after notice of such, or if any other
Event of Default occurs and is continuing involving all of the series of Senior
Debt Securities, then the trustee or the holders of not less than 25% in
aggregate principal amount of all of the series of Senior Debt Securities may
declare the entire principal amount of all of the series of Senior Debt
Securities due and payable immediately.

    Similarly, if an Event of Default relating to the performance of other
covenants occurs and is continuing for a period of 60 days after notice of such,
or if any other Event of Default occurs and is continuing involving all of the
series of Subordinated Securities, then the trustee or the holders of not less
than 25% in aggregate principal amount of all of the series of Subordinated
Securities may declare the entire principal amount of all of the series of
Subordinated Securities due and payable immediately.

    If, however, the Event of Default relating to the performance of other
covenants or any other Event of Default that has occurred and is continuing is
for less than all of the series of Senior Debt Securities or Subordinated
Securities, as the case may be, then, the trustee or the holders of not less
than 25% in aggregate principal amount of each affected series of the Senior
Debt Securities or the Subordinated Securities, as the case may be, may declare
the entire principal amount of all debt securities of such affected series due
and payable immediately. The holders of not less than a majority, or any
applicable supermajority, in aggregate principal amount of the debt securities
of a series may, after satisfying conditions, rescind and annul any of the
above-described declarations and consequences involving the series.

    If an Event of Default relating to events in bankruptcy, insolvency or
reorganization of our company occurs and is continuing, then the principal
amount of all of the debt securities outstanding, and any accrued interest, will
automatically become due and payable immediately, without any declaration or
other act by the trustee or any holder.

    The indenture imposes limitations on suits brought by holders of debt
securities against us. Except for actions for payment of overdue principal or
interest, no holder of debt securities of any series may institute any action
against us under the indenture unless:

    -  the holder has previously given to the trustee written notice of default
       and continuance of such default,

    -  the holders of at least 25% in principal amount of the outstanding debt
       securities of the affected series have requested that the trustee
       institute the action,

    -  the requesting holders have offered the trustee reasonable indemnity for
       expenses and liabilities that may be incurred by bringing the action,

    -  the trustee has not instituted the action within 60 days of the request,
       and

    -  the trustee has not received inconsistent direction by the holders of a
       majority in principal amount of the outstanding debt securities of the
       series.

    We will be required to file annually with the trustee a certificate, signed
by an officer of our company, stating whether or not the officer knows of any
default by us in the performance, observance or fulfillment of any condition or
covenant of the indenture.

                                       16
<PAGE>
REGISTERED GLOBAL SECURITIES

    We may issue the debt securities of a series in whole or in part in the form
of one or more fully registered global securities. We will deposit any
registered global securities with a depositary or with a nominee for a
depositary identified in the applicable prospectus supplement and registered in
the name of such depositary or nominee. In such case, we will issue one or more
registered global securities denominated in an amount equal to the aggregate
principal amount of all of the debt securities of the series to be issued and
represented by such registered global security or securities.

    Unless and until it is exchanged in whole or in part for debt securities in
definitive registered form, a registered global security may not be transferred
except as a whole:

    -  by the depositary for such registered global security to its nominee,

    -  by a nominee of the depositary to the depositary or another nominee of
       the depositary, or

    -  by the depositary or its nominee to a successor of the depositary or a
       nominee of the successor.

    The prospectus supplement relating to a series of debt securities will
describe the specific terms of the depositary arrangement involving any portion
of the series represented by a registered global security.

    We anticipate that the following provisions will apply to all depositary
arrangements for debt securities:

    -  ownership of beneficial interests in a registered global security will be
       limited to persons that have accounts with the depositary for such
       registered global security, these persons being referred to as
       "participants," or persons that may hold interests through participants;

    -  upon the issuance of a registered global security, the depositary for the
       registered global security will credit, on its book-entry registration
       and transfer system, the participants' accounts with the respective
       principal amounts of the debt securities represented by the registered
       global security beneficially owned by the participants;

    -  any dealers, underwriters, or agents participating in the distribution of
       the debt securities will designate the accounts to be credited; and

    -  ownership of beneficial interest in such registered global security will
       be shown on, and the transfer of such ownership interest will be effected
       only through, records maintained by the depositary for such registered
       global security for interests of participants, and on the records of
       participants for interests of persons holding through participants.

    The laws of some states may require that specified purchasers of securities
take physical delivery of the securities in definitive form. These laws may
limit the ability of those persons to own, transfer or pledge beneficial
interests in registered global securities.

    So long as the depositary for a registered global security, or its nominee,
is the registered owner of such registered global security, the depositary or
such nominee, as the case may be, will be considered the sole owner or holder of
the debt securities represented by the registered global security for all
purposes under the indenture. Except as stated below, owners of beneficial
interests in a registered global security:

    -  will not be entitled to have the debt securities represented by a
       registered global security registered in their names,

    -  will not receive or be entitled to receive physical delivery of the debt
       securities in the definitive form, and

    -  will not be considered the owners or holders of the debt securities under
       the Indenture.

                                       17
<PAGE>
    Accordingly, each person owning a beneficial interest in a registered global
security must rely on the procedures of the depositary for the registered global
security and, if the person is not a participant, on the procedures of a
participant through which the person owns its interest, to exercise any rights
of a holder under the indenture.

    We understand that under existing industry practices, if we request any
action of holders or if an owner of a beneficial interest in a registered global
security desires to give or take any action that a holder is entitled to give or
take under the indenture, the depositary for the registered global security
would authorize the participants holding the relevant beneficial interests to
give or take the action, and the participants would authorize beneficial owners
owning through the participants to give or take the action or would otherwise
act upon the instructions of beneficial owners holding through them.

    We will make payments of principal and premium, if any, and interest, if
any, on debt securities represented by a registered global security registered
in the name of a depositary or its nominee to the depositary or its nominee, as
the case may be, as the registered owners of the registered global security.
None of our company, the trustee or any other agent of our company or the
trustee will be responsible or liable for any aspect of the records relating to,
or payments made on account of, beneficial ownership interests in the registered
global security or for maintaining, supervising or reviewing any records
relating to the beneficial ownership interests.

    We expect that the depositary for any debt securities represented by a
registered global security, upon receipt of any payments of principal and
premium, if any, and interest, if any, in respect of the registered global
security, will immediately credit participants' accounts with payments in
amounts proportionate to their respective beneficial interests in the registered
global security as shown on the records of the depositary. We also expect that
standing customer instructions and customary practices will govern payments by
participants to owners of beneficial interests in the registered global security
held through the participants, as is now the case with the securities held for
the accounts of customers in bearer form or registered in "street name." We also
expect that any of these payments will be the responsibility of the
participants.

    If the depositary for any debt securities represented by a registered global
security is at any time unwilling or unable to continue as depositary or stops
being a clearing agency registered under the Exchange Act, we will appoint an
eligible successor depositary. If we fail to appoint an eligible successor
depositary within 90 days, we will issue the debt securities in definitive form
in exchange for the registered global security. In addition, we may at any time
and in our sole discretion decide not to have any of the debt securities of a
series represented by one or more registered global securities. In that event,we
will issue debt securities of the series in a definitive form in exchange for
all of the registered global securities representing the debt securities. The
trustee will register any debt securities issued in definitive form in exchange
for a registered global security in the name or names as the depositary, based
upon instructions from its participants, shall instruct the trustee.

    We may also issue bearer debt securities of a series in the form of one or
more global securities, referred to as "bearer global securities." We will
deposit these securities with a common depositary for Euroclear System and
CedelBank, SOCIETE ANONYME, or with a nominee for the depositary identified in
the prospectus supplement relating to the series. The prospectus supplement
relating to a series of debt securities represented by a bearer global security
will describe the applicable terms and procedures. These will include the
specific terms of the depositary arrangement and any specific procedures for the
issuance of debt securities in definitive form in exchange for a bearer global
security, in proportion to the series represented by a bearer global security.

DISCHARGE, DEFEASANCE AND COVENANT DEFEASANCE

    We can discharge or defease our obligations under the indenture as stated
below or as provided in the prospectus supplement.

                                       18
<PAGE>
    Unless otherwise provided in the applicable prospectus supplement, we may
discharge obligations to holders of any series of debt securities that have not
already been delivered to the trustee for cancellation and that have either
become due and payable or are by their terms to become due and payable, or are
scheduled for redemption, within one year. We may effect a discharge by
irrevocably depositing with the trustee cash or U.S. government obligations, as
trust funds, in an amount certified to be enough to pay when due, whether at
maturity, upon redemption or otherwise, the principal of, premium, if any, and
interest on the debt securities and any mandatory sinking fund payments.

    Unless otherwise provided in the applicable prospectus supplement, we may
also discharge any and all of our obligations to holders of any series of debt
securities at any time ("defeasance"). We may also be released from the
obligations imposed by any covenants of any outstanding series of debt
securities and provisions of the indenture, and we may omit to comply with those
covenants without creating an event of default under the trust declaration
("covenant defeasance"). We may effect defeasance and covenant defeasance only
if, among other things:

    -  we irrevocably deposit with the trustee cash or U.S. government
       obligations, as trust funds, in an amount certified to be enough to pay
       at maturity, or upon redemption, the principal, premium, if any, and
       interest on all outstanding debt securities of the series;

    -  we deliver to the trustee an opinion of counsel from a nationally
       recognized law firm to the effect that (i) in the case of covenant
       defeasance, the holders of the series of debt securities will not
       recognize income, gain or loss for U.S. federal income tax purposes as a
       result of such defeasance, and will be subject to tax in the same manner
       and at the same times as if no covenant defeasance had occurred and
       (ii) in the case of defeasance, either we have received from, or there
       has been published by, the Internal Revenue Service a ruling or there has
       been a change in applicable U.S. federal income tax law, and based
       thereon, the holders of the series of debt securities will not recognize
       income, gain or loss for U.S. federal income tax purposes as a result of
       such defeasance, and will be subject to tax in the same manner as if no
       defeasance had occurred; and

    -  in the case of subordinated debt securities, no event or condition shall
       exist that, based on the subordination provisions applicable to the
       series, would prevent us from making payments of principal of, premium,
       if any, and interest on any of the applicable subordinated debt
       securities at the date of the irrevocable deposit referred to above or at
       any time during the period ending on the 91st day after the deposit date.

    Although we may discharge or decrease our obligations under the indenture as
described in the two preceding paragraphs, we may not avoid, among other things,
our duty to register the transfer or exchange of any series of debt securities,
to replace any temporary, mutilated, destroyed, lost or stolen series of debt
securities or to maintain an office or agency in respect of any series of debt
securities.

MODIFICATION OF THE INDENTURE

    Except as provided in the prospectus supplement, the indenture provides that
we and the trustee may enter into supplemental indentures without the consent of
the holders of debt securities to:

    -  secure any debt securities,

    -  evidence the assumption by a successor corporation of our obligations,

    -  add covenants for the protection of the holders of debt securities,

    -  cure any ambiguity or correct any inconsistency in the Indenture,

    -  establish the forms or terms of debt securities of any series, and

    -  evidence and provide for the acceptance of appointment by a successor
       trustee.

                                       19
<PAGE>
    The indenture also provides that we and the trustee may, with the consent of
the holders of not less than a majority in aggregate principal amount of debt
securities of all series of Senior Debt Securities or of Subordinated
Securities, as the case may be, then outstanding and affected, voting as one
class, add any provisions to, or change in any manner, eliminate or modify in
any way the provisions of, the indenture or modify in any manner the rights of
the holders of the debt securities. We and the trustee may not, however, without
the consent of the holder of each outstanding debt security affected thereby:

    -  extend the final maturity of any debt security;

    -  reduce the principal amount or premium, if any;

    -  reduce the rate or extend the time of payment of interest;

    -  reduce any amount payable on redemption;

    -  change the currency in which the principal, unless otherwise provided for
       a series, premium, if any, or interest is payable;

    -  reduce the amount of the principal of any debt security issued with an
       original issue discount that is payable upon acceleration or provable in
       bankruptcy;

    -  impair the right to institute suit for the enforcement of any payment on
       any debt security when due; or

    -  reduce the percentage of holders of debt securities of any series whose
       consent is required for any modification of the indenture.

CONCERNING THE TRUSTEE

    The indenture provides that there may be more than one trustee under the
indenture, each for one or more series of debt securities. If there are
different trustees for different series of debt securities, each trustee will be
a trustee of a Trust under the indenture separate and apart from the trust
administered by any other trustee under the indenture. Except as otherwise
indicated in this prospectus or any prospectus supplement, any action permitted
to be taken by a trustee may be taken by such trustee only on the one or more
series of debt securities for which it is the trustee under the indenture. Any
trustee under the indenture may resign or be removed from one or more series of
debt securities. All payments of principal of, premium, if any, and interest on,
and all registration, transfer, exchange, authentication and delivery of, the
debt securities of a series will be effected by the trustee for such series at
an office designated by such trustee in New York, New York.

    If the trustee becomes a creditor of our company, the indenture places
limitations on the right of the trustee to obtain payment of claims or to
realize on property received in respect of any such claim as security or
otherwise. The trustee may engage in other transactions. If it acquires any
conflicting interest relating to any duties concerning the debt securities,
however, it must eliminate the conflict or resign as trustee.

    The holders of a majority in aggregate principal amount of any series of
debt securities then outstanding will have the right to direct the time, method
and place of conducting any proceeding for exercising any remedy available to
the trustee concerning the applicable series of debt securities, provided that
the direction:

    -  would not conflict with any rule of law or with the indenture,

    -  would not be unduly prejudicial to the rights of another holder of the
       debt securities, and

    -  would not involve any trustee in personal liability.

                                       20
<PAGE>
    The indenture provides that in case an Event of Default shall occur, not be
cured and be known to any trustee, the trustee must use the same degree of care
as a prudent person would use in the conduct of his or her own affairs in the
exercise of the Trust's power. The trustee will be under no obligation to
exercise any of its rights or powers under the indenture at the request of any
of the holders of the debt securities, unless they shall have offered to the
trustee security and indemnity satisfactory to the trustee.

NO INDIVIDUAL LIABILITY OF INCORPORATORS, SHAREHOLDERS, OFFICERS OR DIRECTORS

    The indenture provides that no incorporator and no past, present or future
shareholder, officer or director of our company or any successor corporation in
their capacity as such shall have any individual liability for any of our
obligations, covenants or agreements under the debt securities or the indenture.

GOVERNING LAW

    The indenture and the debt securities will be governed by, and construed in
accordance with, the laws of the State of New York.

                                       21
<PAGE>
                          DESCRIPTION OF CAPITAL STOCK

    Our authorized capital stock consists of 2,404,031,240 shares of class A
common stock, par value $.01 per share, 522,254,782 shares of class B common
stock, par value $.01 per share, and 20,000,000 shares of preferred stock, par
value $.01 per share. As of October 4, 1999 there were 198,835,335 shares of
class A common stock outstanding, 33,769,272 shares of class B common stock
outstanding and no shares of preferred stock outstanding.

COMMON STOCK

    The shares of class A common stock and class B common stock are identical in
all respects, except for different voting rights described below and conversion
rights and restrictions on transfer applicable only to the class B common stock
that we also describe below.

    VOTING RIGHTS.  The holders of class A common stock are entitled to one vote
per share. Holders of class B common stock are entitled to ten votes per share.
Holders of all classes of common stock are entitled to vote together as a single
class on all matters presented to our stockholders for their vote or approval
except for the election and the removal of directors and as otherwise required
by applicable law. With respect to the election of directors, our amended and
restated certificate of incorporation provides that holders of class B common
stock vote as a separate class to elect at least 75% of the members of our
board.

    Directors may be removed, with or without cause, only by the holders of the
class of common stock or series of preferred stock that, as of the date such
removal is effected, would be entitled to elect such director at the next annual
meeting of stockholders. Vacancies in a directorship may be filled only by

    - the remaining directors elected by holders of each class of common stock
      or series of preferred stock that elected such director and as of the date
      such vacancy is filled, would be entitled to elect such director at the
      next annual meeting of the stockholders; or

    - if there are no such remaining directors, then by the vote of the holders
      of the class or classes of common stock or series of preferred stock,
      that, as of the date such vacancy is filled, would be entitled to elect
      such director at the next annual meeting of stockholders, voting as a
      separate class at a meeting, special or otherwise, of the holders of
      common stock of such class or series of preferred stock.

    DIVIDENDS.  Holders of class A common stock and the class B common stock are
entitled to receive dividends at the same rate if, as and when such dividends
are declared by our board out of assets legally available therefor after payment
of dividends required to be paid on shares of outstanding preferred stock. We
may not make any dividend or distribution to any holder of any class of common
stock unless simultaneously with such dividend or distribution we make the same
dividend or distribution with respect to each outstanding share of common stock
regardless of class. In the case of a dividend or other distribution payable in
shares of class of common stock, including distributions pursuant to stock
splits or divisions of common stock, only shares of class A common stock may be
distributed with respect to class A common stock and only shares of class B
common stock may be distributed with respect to class B common stock. Whenever a
dividend or distribution, including distributions pursuant to stock splits or
divisions of the common stock, is payable in shares of a class of common stock,
the number of shares of each class of common stock payable per share of such
class of common stock will be equal in number. In the case of dividends or other
distributions consisting of our other voting securities or of voting securities
of any corporation which is our wholly-owned subsidiary, we will declare and pay
such dividends in two separate classes of such voting securities, identical in
all respects except that:

    - the voting rights of each security issued to the holders of class A common
      stock will be one-tenth of the voting rights of each security issued to
      holders of class B common stock;

                                       22
<PAGE>
    - such security issued to holders of class B common stock will convert into
      the security issued to the holders of class A common stock into class A
      common stock and will have the same restrictions on transfer and ownership
      applicable to the transfer and ownership of the class B common stock; and

    - with respect only to dividends or other distributions of voting securities
      of any corporation which is our wholly owned subsidiary, the respective
      voting rights of each such security issued to holders of the class A
      common stock and class B common stock with respect to election of
      directors shall otherwise be as comparable as is practicable to those of
      the class A common stock and class B common stock.

    In the case of dividends or other distributions consisting of securities
convertible into, or exchangeable for, our voting securities or of voting
securities of any corporation which is our wholly owned subsidiary, we will
provide that such convertible or exchangeable securities and the underlying
securities be identical in all respects (including, without limitation, the
conversion or exchange rate) except that the underlying securities may have the
same difference as they would have if we issued voting securities of our wholly
owned subsidiary rather than issuing securities convertible into or exchangeable
for, such securities. We do not anticipate paying cash dividends in the
foreseeable future.

    RESTRICTIONS ON ADDITIONAL ISSUANCES AND TRANSFER.  We may not issue or sell
any shares of class B common stock or any securities (including, without
limitation, any rights, options, warrants or other securities) convertible into,
or exchangeable or exercisable for, shares of class B common stock to any person
or entity other than to Metromedia Company, John W. Kluge and Stuart Subotnick,
their affiliates, relatives and other permitted holders that are controlled by
these persons. Additionally, shares of class B common stock may not be
transferred, whether by sale, assignment, gift, bequest, appointment or
otherwise, to a person other than to a permitted holder. Notwithstanding the
foregoing:

    - any permitted holder may pledge his, her or its shares of class B common
      stock to a financial institution pursuant to a bona fide pledge of such
      shares as collateral security for indebtedness due to the pledgee as long
      as such shares remain subject to the transfer restrictions and that, in
      the event of foreclosure or other similar action by the pledgee, such
      pledged shares of class B common stock may only be transferred to a
      permitted holder or converted into shares of class A common stock, as the
      pledgee may elect; and

    - the foregoing transfer restrictions do not apply in the case of a merger,
      consolidation or business combination of us with or into another
      corporation in which all of the outstanding shares of common stock and
      preferred stock regardless of class are purchased by the acquiror.

    CONVERSION.  Class A common stock has no conversion rights. Shares of
class B common stock are convertible into class A common stock, in whole or in
part, at any time and from time to time at the option of the holders, on the
basis of one share of class A common stock for each share of class B common
stock converted. Additionally, at such time as a person ceased to be a permitted
holder, any share of class B common stock held by such person at such time shall
convert into a share of class A common stock. We agree that:

    - we will at all times reserve and keep available out of our authorized but
      unissued shares of class A common stock, such number of shares of class A
      common stock issuable upon the conversion of all outstanding shares of
      class B common stock;

    - we will cause any shares of class A common stock issuable upon conversion
      of a share of class B common stock that require registration with or
      approval of any governmental authority under federal or state law before
      such shares may be issued upon conversion to be so registered or approved;
      and

                                       23
<PAGE>
    - we will use our best efforts to list the shares of class A common stock
      required to be delivered upon conversion prior to such delivery upon such
      national securities exchange upon which the outstanding class A common
      stock is listed at the time of such delivery.

    RECLASSIFICATION AND MERGER.  In the event of a reclassification or other
similar transaction as a result of which the shares of class A common stock are
converted into another security, then a holder of class B common stock will be
entitled to receive upon conversion the amount of such other securities that the
holder would have received if the conversion occurred immediately prior to the
record date of such reclassification or other similar transaction. No
adjustments in respect of dividends will be made upon the conversion of any
share of class B common stock. If a share is converted subsequent to the record
date for the payment of a dividend or other distribution on shares of class B
common stock but prior to such payment, then the registered holder of such share
at the close of business on such record date will be entitled to receive the
dividend or other distribution payable on such date regardless of the conversion
thereof or our default in payment of the dividend due on such date.

    In the event we enter into any consolidation, merger, combination or other
transaction in which shares of common stock are exchanged for or changed into
other stock or securities, cash and/or any other property, then, and in such
event, the shares of each class of common stock will be exchanged for or changed
into either:

    - the same amount of stock, securities, cash and/or any other property, as
      the case may be, into which or for which each share of any other class of
      common stock is exchanged for or changed into shares of capital stock,
      such shares so exchanged for or changed into may differ only to the extent
      that the class A common stock and the class B common stock differ as
      provided in our amended and restated certificate of incorporation; or

    - if holders of each class of common stock are to receive different
      distributions of stock, securities, cash and/or any other property, an
      amount of stock, securities, cash and/or property per share having a value
      as determined by an independent investment banking firm of national
      reputation selected by the board of directors, equal to the value per
      share into which or for which each share of any other class of common
      stock is exchanged or changed.

    LIQUIDATION.  In the event of our liquidation, after payment of our debts
and other liabilities and after making provision for the holders of preferred
stock, if any, our remaining assets will be distributable ratably among the
holders of the class A common stock and class B common stock treated as a single
class.

    OTHER PROVISIONS.  Except as described below, the holders of the class A
common stock and class B common stock are not entitled to preemptive rights.
None of the class A common stock or class B common stock may be subdivided or
combined in any manner unless the other classes are subdivided or combined in
the same proportion. We may not make any offering of options, rights or warrants
to subscribe for shares of class B common stock. If we make an offering of
options, rights or warrants to subscribe for shares of any other class or
classes of capital stock (other than class B common stock) to all holders of a
class of common stock, then we are required to simultaneously make an identical
offering to all holders of the other classes of common stock other than to any
class the holders of which, voting as a separate class, agrees that such
offerings need not be made to such class. All such options, rights or warrants
offerings will offer the respective holders of class A common stock and class B
common stock the right to subscribe at the same rate per share. All outstanding
shares of common stock are, and all shares of common stock offered hereby when
issued will be upon payment therefor, validly issued, fully paid and
nonassessable.

                                       24
<PAGE>
PREFERRED STOCK

    The board has the authority, without any further action by our stockholders
to issue from time to time shares of preferred stock in one or more series and
to fix the designations, preferences, rights, qualifications, limitations and
restrictions thereof, including voting rights, dividend rights, dividend rates,
conversion rights, terms of redemption, redemption prices, liquidation
preferences and the number of shares constituting any series. The issuance of
preferred stock with voting rights could have an adverse effect on the voting
power of holders of common stock by increasing the number of outstanding shares
having voting rights. In addition, if the board authorizes preferred stock with
conversion rights, the number of shares of common stock outstanding could
potentially be increased up to the authorized amount. The issuance of preferred
stock could decrease the amount of earnings and assets available for
distribution to holders of common stock. Any such issuance could also have the
effect of delaying, deterring or preventing a change in control of the company
and may adversely affect the rights of holders of common stock.

CERTIFICATE OF INCORPORATION AND BY-LAWS

    Stockholders' rights and related matters are governed by the Delaware
General Corporation Law, and our certificate of incorporation and the by-laws.
Certain provisions of our certificate of incorporation and by-laws, which are
summarized below, may have the effect, either alone or in combination with each
other, of discouraging or making more difficult a tender offer or takeover
attempt that is opposed by our board of directors but that a stockholder might
consider to be in its best interest. Such provisions may also adversely affect
prevailing market prices for the common stock. We believe that such provisions
are necessary to enable us to develop our business in a manner that will foster
our long-term growth without disruption caused by the threat of a takeover not
deemed by our board of directors to be in our best interests and those of our
stockholders.

  ADVANCE NOTICE REQUIREMENTS FOR STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS

    Our by-laws establish advance notice procedures for stockholder proposals
and the nomination, other than by or at the direction of the board of directors,
of candidates for election as directors. These procedures provide that the
notice of stockholder proposals and stockholder nominations for the election of
directors at an annual meeting must be in writing and received by our secretary
at least 60 days but not more than 90 days prior to the scheduled date of the
annual meeting. However, if public disclosure of our annual meeting date is made
less than 70 days before the annual meeting, notice by a stockholder will be
considered timely if it is delivered not later than the 10th day following the
earlier of (i) the day on which public disclosure of the date of the annual
meeting was made or (ii) the day on which such notice of the date of the meeting
was mailed. The notice of nominations for the election of directors must set
forth certain information concerning the stockholder giving the notice and each
nominee.

    By requiring advance notice of nominations by stockholders, these procedures
will afford our board of directors an opportunity to consider the qualifications
of the proposed nominees and, to the extent deemed necessary or desirable by the
board of directors, to inform stockholders about these qualifications. By
requiring advance notice of other proposed business, these procedures will
provide our board of directors with an opportunity to inform stockholders of any
business proposed to be conducted at a meeting, together with any
recommendations as to the board of directors' position on action to be taken on
such business. This should allow stockholders to better decide whether to attend
a meeting or to grant a proxy for the disposition of any such business.

  DILUTION

    Our certificate of incorporation provides that our board of directors is
authorized to create and issue, whether or not in connection with the issuance
and sale of any of its stock or other securities or property, rights entitling
the holders to purchase from us shares of stock or other securities of us or of
any other

                                       25
<PAGE>
corporation. Our board of directors is authorized to issue these rights even
though the creation and issuance of these rights could have the effect of
discouraging third parties from seeking, or impairing their right to seek, to:

    (1) acquire a significant portion of our outstanding securities;

    (2) engage in any transaction which might result in a change of control of
       the corporation; or

    (3) enter into any agreement, arrangement or understanding with another
       party to accomplish these transactions or for the purpose of acquiring,
       holding, voting or disposing of any of our securities.

SECTION 203 OF THE DELAWARE GENERAL CORPORATION LAW

    Section 203 of the Delaware General Corporation Law prohibits certain
transactions between a Delaware corporation and an "interested stockholder",
which is defined as a person who, together with any affiliates and/or associates
of such person, beneficially owns, directly or indirectly, 15% or more of the
outstanding voting shares of a Delaware corporation. This provision prohibits
certain business combinations between an interested stockholder and a
corporation for a period of three years after the date the interested
stockholder acquired its stock, unless:

    - the business combination is approved by the corporation's board of
      directors prior to the date the interested stockholder acquired shares;

    - the interested stockholder acquired at least 85% of the voting stock of
      the corporation in the transaction in which it became an interested
      stockholder; or

    - the business combination is approved by a majority of the board of
      directors and by the affirmative vote of two-thirds of the outstanding
      voting stock owned by disinterested stockholders at an annual or special
      meeting.

    A business combination is defined broadly to include mergers,
consolidations, sales or other dispositions of assets having an aggregate value
of 10% or more of the consolidated assets of the corporation, and certain
transactions that would increase the interested stockholder's proportionate
share ownership in the corporation. A Delaware corporation, under a provision in
its certificate of incorporation or by-laws, may elect not to be governed by
Section 203 of the Delaware General Corporation Law. We are subject to the
restrictions imposed by Section 203.

    Under certain circumstances, Section 203 makes it more difficult for a
person who could be an "interested stockholder" to effect various business
combinations with a corporation for a three-year period, although the
stockholders may elect to exclude a corporation from the restrictions imposed
thereunder. Our certificate of incorporation does not exclude us from the
restrictions imposed under Section 203 of the Delaware General Corporation Law.
It is anticipated that the provisions of Section 203 of the Delaware General
Corporation Law may encourage companies interested in acquiring us to negotiate
in advance with the board of directors, since the stockholder approval
requirement would be avoided if a majority of the directors then in office
approves, prior to the date on which a stockholder becomes an interested
stockholder, either the business combination or the transaction which results in
the stockholder becoming an interested stockholder. Mr. Stephen Garafalo and
Metromedia Company are interested stockholders under the Delaware General
Corporation Law. However since their acquisition of our securities was approved
in advance by our board, they would not be prohibited from engaging in a
business transaction with us.

                                       26
<PAGE>
LIMITATIONS OF DIRECTORS' LIABILITY

    Our certificate of incorporation provides that none of our directors will be
personally liable to us or our stockholders for monetary damages for breach of
fiduciary duty as a director except for liability:

    - for any breach of the director's duty of loyalty to us or our
      stockholders,

    - for acts of omissions not in good faith or which involve intentional
      misconduct or a knowing violation of law,

    - under Section 174 of the Delaware General Corporation Law, or

    - for any transaction from which the director derived an improper personal
      benefit.

    The effect of these provisions will be to eliminate our rights and our
stockholders (through stockholders' derivatives suits on behalf of us) to
recover monetary damages against a director for breach of fiduciary duty as a
director (including breaches resulting from grossly negligent behavior), except
in the situations described above. These provisions will not limit the liability
of directors under federal securities laws and will not affect the availability
of equitable remedies such as an injunction or rescission based upon a
director's breach of his duty of care.

TRANSFER AGENT

    The Transfer Agent and Registrar for our class A common stock is ChaseMellon
Shareholder Services, L.L.C.

                                       27
<PAGE>
                            DESCRIPTION OF WARRANTS

    We may issue warrants for the purchase of debt securities, preferred stock
or common stock. Warrants may be issued independently or together with debt
securities, preferred stock or common stock offered by any prospectus supplement
and may be attached to or separate from any such offered securities. Each series
of warrants will be issued under a separate warrant agreement to be entered into
between us and a bank or trust company, as warrant agent. The warrant agent will
act solely as our agent in connection with the warrants and will not assume any
obligation or relationship of agency or trust for or with any holders or
beneficial owners of warrants. The following summary of certain provisions of
the warrants does not purport to be complete and is subject to, and qualified in
its entirety by reference to, the provisions of the warrant agreement that will
be filed with the SEC in connection with the offering of such warrants.

DEBT WARRANTS

    The prospectus supplement relating to a particular issue of debt warrants
will describe the terms of the debt warrants, including the following: (a) the
title of the debt warrants; (b) the offering price for the debt warrants, if
any; (c) the aggregate number of the debt warrants; (d) the designation and
terms of the debt securities purchasable upon exercise of the debt warrants;
(e) if applicable, the designation and terms of the debt securities with which
the debt warrants are issued and the number of such debt warrants issued with
each debt security; (f) if applicable, the date from and after which the debt
warrants and any debt securities issued therewith will be separately
transferable; (g) the principal amount of debt securities purchasable upon
exercise of a debt warrant and the price at which the principal amount of debt
securities may be purchased upon exercise (which price may be payable in cash,
securities, or other property); (h) the date on which the right to exercise the
debt warrants shall commence and the date on which the right shall expire;
(i) if applicable, the minimum or maximum amount of the debt warrants that may
be exercised at any one time; (j) whether the debt warrants represented by the
debt warrant certificates or debt securities that may be issued upon exercise of
the debt warrants will be issued in registered or bearer form; (k) information
with respect to book-entry procedures, if any; (1) the currency or currency
units in which the offering price, if any, and the exercise price are payable;
(m) if applicable, a discussion of material United States federal income tax
considerations; (n) the antidilution provisions of the debt warrants, if any;
(o) the redemption or call provisions, if any, applicable to such debt warrants;
and (p) any additional terms of the debt warrants, including terms, procedures,
and limitations relating to the exchange and exercise of the debt warrants.

STOCK WARRANTS

    The prospectus supplement relating to any particular issue of preferred
stock warrants or common stock warrants will describe the terms of the warrants,
including the following: (a) the title of the warrants; (b) the offering price
for the warrants, if any; (c) the aggregate number of the warrants; (d) the
designation and terms of the common stock or preferred stock purchasable upon
exercise of the warrants; (e) if applicable, the designation and terms of the
offered securities with which the warrants are issued and the number of the
warrants issued with each such offered security; (f) if applicable, the date
from and after which the warrants and any offered securities issued therewith
will be separately transferable; (g) the number of shares of common stock or
preferred stock purchasable upon exercise of a warrant and the price at which
the shares may be purchased upon exercise; (h) the date on which the right to
exercise the warrants shall commence and the date on which the right shall
expire; (i) if applicable, the minimum or maximum amount of the warrants that
may be exercised at any one time; (j) the currency or currency units in which
the offering price, if any, and the exercise price are payable, (k) if
applicable, a discussion of material United States federal income tax
considerations; (l) the antidilution provisions of the warrants, if any;
(m) the redemption or call provisions, if any, applicable to such warrants; and
(n) any additional terms of the warrants, including terms, procedures and
limitations relating to the exchange and exercise of the warrants.

                                       28
<PAGE>
                              SELLING STOCKHOLDERS

    The selling stockholders may be our directors, executive officers, former
directors, employees or certain holders of our common stock, including
Metromedia Company and its general partners. The prospectus supplement for any
offering of the common stock by selling stockholders will include the following
information:

    - the names of the selling stockholders;

    - the nature of any position, office, or other material relationship which
      the selling stockholder has had within the last three years with us or any
      of our predecessors or affiliates;

    - the number of shares held by each of the selling stockholders before the
      offering;

    - the percentage of the common stock held by each of the selling
      stockholders after the offering; and

    - the number of shares of the common stock offered by each of the selling
      stockholders.

                              PLAN OF DISTRIBUTION

    The distribution of the securities may be effected from time to time in one
or more transactions at a fixed price or prices (which may be changed from time
to time), at market prices prevailing at the time of sale, at prices related to
such prevailing market prices or at negotiated prices. Each prospectus
supplement will describe the method of distribution of the securities offered
therein.

    We are also registering shares of our class A common stock on behalf of the
selling stockholders. We and any selling stockholders may sell securities
directly, through agents designated from time to time, through underwriting
syndicates led by one or more managing underwriters or through one or more
underwriters acting alone. The selling stockholders may also distribute
securities through one or more special purpose entities, which may enter into
forward purchase arrangements with selling stockholders and distribute their own
securities. In connection with an offering of securities of such a special
purpose entity, the selling stockholders may also enter into securities loan
agreements with the underwriters of the entity's securities in order to
facilitate such underwriters' market-making activities in the entity's
securities. Each prospectus supplement will describe the terms of the securities
to which the prospectus supplement relates, the names of the selling
stockholders and the number of shares of class A common stock to be sold by
each, the name or names of any underwriters or agents with whom we or the
selling stockholders, or both, have entered into arrangements with respect to
the sale of the securities, the public offering or purchase price of the
securities and the net proceeds we or the selling stockholders will receive from
the sale. In addition, each prospectus supplement will describe any underwriting
discounts and other items constituting underwriters' compensation, any discounts
and commissions allowed or paid to dealers, if any, any commissions allowed or
paid to agents, and the securities exchange or exchanges, if any, on which the
securities will be listed. Dealer trading may take place in certain of the
securities, including securities not listed on any securities exchange.

    If so indicated in the applicable prospectus supplement, we or the selling
stockholders, or both, will authorize underwriters or agents to solicit offers
by certain institutions to purchase securities from us or the selling
stockholders, or both, pursuant to delayed delivery contracts providing for
payment and delivery at a future date. Institutions with which the contracts may
be made include, among others:

    - commercial and savings banks;

    - insurance companies;

    - pension funds;

    - investment companies; and

    - educational and charitable institutions.

                                       29
<PAGE>
    In all cases, the institutions must be approved by us or the selling
stockholders, or both. Unless otherwise set forth in the applicable prospectus
supplement, the obligations of any purchaser under any contract will not be
subject to any conditions except that (i) the purchase of the securities will
not at the time of delivery be prohibited under the laws of the jurisdiction to
which the purchaser is subject and (ii) if the securities are also being sold to
underwriters acting as principals for their own account, the underwriters will
have purchased the securities not sold for delayed delivery. The underwriters
and such other persons will not have any responsibility in respect of the
validity or performance of such contracts.

    Any selling stockholder, underwriter or agent participating in the
distribution of the securities may be deemed to be an underwriter, as that term
is defined in the Securities Act, of the securities so offered and sold and any
discounts or commissions received by them, and any profit realized by them on
the same or resale of the securities may be deemed to be underwriting discounts
and commissions under the Securities Act.

    Certain of any such underwriters and agents including their associates, may
be customers of, engage in transactions with and perform services for us and our
subsidiaries in the ordinary course of business. One or more of our affiliates
may from time to time act as an agent or underwriter in connection with the sale
of the securities to the extent permitted by applicable law. The participation
of any such affiliate in the offer and sale of the securities will comply with
Rule 2720 of the Conduct Rules of the National Association of Securities
Dealers, Inc. regarding the offer and sale of securities of an affiliate.

    Under agreements which may be entered into by us, the underwriters, dealers
and agents who participate in the distribution of securities may be entitled to
indemnification by us against or contribution toward some liabilities, including
liabilities under the Securities Act.

    Except as indicated in the applicable prospectus supplement, the securities
are not expected to be listed on a securities exchange, except for the class A
common stock, which is listed on The Nasdaq Stock Market's National Market, and
any underwriters or dealers will not be obligated to make a market in
securities. We cannot predict the activity or liquidity of any trading in the
securities.

    We will not receive any proceeds from the sale of shares of class A common
stock or any other securities by the selling stockholders. We will, however,
bear certain expenses in connection with the registration of the securities
being offered under this prospectus by the selling stockholders, including all
costs incident to the offering and sale of the securities to the public other
than any commissions and discounts of underwriters, dealers or agents and any
transfer taxes.

                             VALIDITY OF SECURITIES

    The validity of the securities offered hereby will be passed upon for us by
Paul, Weiss, Rifkind, Wharton & Garrison, New York, New York, and certain
matters may be passed upon for the underwriters or agents, if any, by Skadden,
Arps, Slate, Meagher & Flom LLP, Los Angeles, California. Skadden, Arps, Slate,
Meagher & Flom LLP has represented us on other unrelated matters.

                                    EXPERTS

    The consolidated financial statements of Metromedia Fiber Network, Inc.
appearing in Metromedia Fiber Network, Inc.'s Annual Report on Form 10-K for the
year ended December 31, 1998, have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report thereon included therein and
incorporated herein by reference. Such consolidated financial statements are
incorporated herein by reference in reliance upon such report given on the
authority of such firm as experts in accounting and auditing.

    AboveNet's financial statements as of June 30, 1998 and 1999 and for each of
the three years in the period ended June 30, 1999 included and incorporated by
reference in this prospectus have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their report, which is included and

                                       30
<PAGE>
incorporated by reference herein, and have been so included and incorporated in
reliance upon the report of such firm given upon their authority as experts in
accounting and auditing.

    The Combined Statement of Assets to be Acquired and Liabilities to be
Assumed of Palo Alto Internet Exchange as of December 26, 1998 and December 27,
1997 and the related Combined Statement of Revenues and Direct Expenses for the
period June 12, 1998 through December 26, 1998, the period December 28, 1997
through June 12, 1998 and the fiscal years ended December 27, 1997 and
December 29, 1996, that are incorporated by reference in this prospectus by
reference to the Registration Statement on Form S-4 (Registration
No. 333-84541) of Metromedia Fiber Network, Inc. filed with the Securities and
Exchange Commission on August 4, 1999, have been so incorporated in reliance on
the reports of PricewaterhouseCoopers LLP, independent accountants, given on the
authority of said firm as experts in auditing and accounting.

                      WHERE YOU CAN FIND MORE INFORMATION

    We file annual, quarterly and special reports, proxy statements and other
information with the SEC. Our SEC filings are available to the public over the
Internet at the SEC's web site at http://www.sec.gov. You may also read and copy
any document we file with the SEC at the SEC's following public reference
facilities:

<TABLE>
<S>                            <C>                            <C>
    Public Reference Room        New York Regional Office        Chicago Regional Office
   450 Fifth Street, N.W.          7 World Trade Center              Citicorp Center
          Room 1024                     Suite 1300               500 West Madison Street
   Washington, D.C. 20549        New York, New York 10048              Suite 1400
                                                              Chicago, Illinois 60661-2511
</TABLE>

    You may also obtain copies of the documents at prescribed rates by writing
to the Public Reference Section of the SEC at 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549. Please call 1-800-SEC-0330 for further information on
the operations of the public reference facilities. Our SEC filings are also
available at the offices of The Nasdaq Stock Market at 1735 K Street, N.W.,
Washington, D.C. 20006.

               INCORPORATION OF INFORMATION WE FILE WITH THE SEC

    The SEC allows us to "incorporate by reference" the information we file with
them, which means: incorporated documents are considered part of this
prospectus; we can disclose important information to you by referring you to
those documents; and information that we file with the SEC will automatically
update and supersede this incorporated information.

    We incorporate by reference the documents listed below which were filed with
the SEC under the Securities Exchange Act of 1934:

    - Our Annual Report on Form 10-K for the year ended on December 31, 1998;

    - Our Quarterly Report on Form 10-Q for the three months ended March 31,
      1999;

    - Our Quarterly Report on Form 10-Q for the six months ended June 30, 1999;

    - Our Current Report on Form 8-K dated June 30, 1999;

    - Our Current Report on Form 8-K dated September 10, 1999, as amended by our
      Current Report on Form 8-K/A dated October 14, 1999 and as further amended
      by our Current Report on Form 8-K/A dated October 26, 1999;

    - Our Current Report on Form 8-K dated October 18, 1999;

                                       31
<PAGE>
    - The "Risk Factors--Risk Factors Applicable to AboveNet" and "Business of
      AboveNet" sections and the financial statements of Palo Alto Internet
      Exchange contained in our Registration Statement on Form S-4 dated
      August 5, 1999 (File No. 333-84541); and

    - The description of our class A common stock contained in our Registration
      Statement on Form 8-A, filed on October 17, 1997.

    We also incorporate by reference each of the following documents that we
will file with the SEC after the date of the initial filing of the registration
statement and prior to the time we sell all of the securities offered by this
prospectus:

    - Reports filed under Section 13(a) and (c) of the Exchange Act;

    - Definitive proxy or information statements filed under Section 14 of the
      Exchange Act in connection with any subsequent shareholders meeting; and

    - Any reports filed under Section 15(d) of the Exchange Act.

    You can obtain any of the filings incorporated by reference in this document
through us, or from the SEC through the SEC's web site or at the addresses
listed above. Documents incorporated by reference are available from us without
charge, excluding any exhibits to those documents unless the exhibit is
specifically incorporated by reference as an exhibit in this prospectus. You can
obtain documents incorporated by reference in this prospectus by requesting them
in writing or by telephone from us at the following address:

                         Metromedia Fiber Network, Inc.
                           One North Lexington Avenue
                          White Plains, New York 10601
                         Attention: Investor Relations
                           Telephone: (914) 421-6700

    If you request any incorporated documents from us, we will mail them to you
by first class mail, or another equally prompt means, within one business day
after we receive your request.

                                       32

<PAGE>

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                         METROMEDIA FIBER NETWORK, INC.



                                  73,346 SHARES

                              CLASS A COMMON STOCK



                  --------------------------------------------
                              PROSPECTUS SUPPLEMENT

                                 MARCH 20, 2000
                  --------------------------------------------




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