UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
WorldCom, Inc. (formerly LDDS COMMUNICATIONS, INC.)
(Name of Issuer)
Common Stock
(Upon conversion of Series 1 Cumulative Senior Perpetual Convertible
Preferred Stock and upon exercise of Warrants and Options)
(Title of Class of Securities)
50182L 10 8
(CUSIP Number)
Arnold L. Wadler, Esq., General Counsel (201) 531-8050
Metromedia Company, One Meadowlands Plaza, East Rutherford, NJ 07073
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 14, 1995
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and
is filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box .
Check the following box if a fee is being paid with the statement [ ]. (A
fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed
no amendment subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
Page 1 of 9 Pages
<PAGE>
Page 2 of 9 Pages
SCHEDULE 13D
CUSIP No. 50182L 10 8 Page 2 of 9 Pages
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Metromedia Company
62-1293303
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3
SEC USE ONLY
4
SOURCE OF FUNDS*
PF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7
SHARES SOLE VOTING POWER
BENEFICIALLY OWNED
BY EACH REPORTING See Attached Rider 2A
PERSON
WITH
8
SHARED VOTING POWER
9
SOLE DISPOSITIVE POWER
See Attached Rider 2A
10
SHARED DISPOSITIVE POWER
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Attached Rider 2A
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.2%
14
TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
Page 3 of 9
RIDER 2A
7. 30,855,983 (which figure includes (i) 10,896,785 shares of
Series 1 Cumulative Senior Perpetual Convertible Preferred
Stock (convertible into 21,876,976 shares of Common Stock);
(ii) 5,872,031 shares of Common Stock; and (iii) warrants to
purchase (a) 2,500,200 shares of Common Stock at $8.95 per
share, (b) 1,935 shares of Common Stock at $23.00 per share,
(c) 28,840 shares of Common Stock at $22.00 per share,
(d) 566,061 shares of Common Stock at $18.39 per share and
(e) 9,940 shares of Common Stock at $21.91 per share).
9. 30,855,983 (which figure includes (i) 10,896,785 shares of
Series 1 Cumulative Senior Perpetual Convertible Preferred
Stock (convertible into 21,876,976 shares of Common Stock);
(ii) 5,872,031 shares of Common Stock; and (iii) warrants to
purchase (a) 2,500,200 shares of Common Stock at $8.95 per
share, (b) 1,935 shares of Common Stock at $23.00 per share,
(c) 28,840 shares of Common Stock at $22.00 per share,
(d) 566,061 shares of Common Stock at $18.39 per share and
(e) 9,940 shares of Common Stock at $21.91 per share).
11.30,855,983 (which figure includes (i) 10,896,785 shares of
Series 1 Cumulative Senior Perpetual Convertible Preferred
Stock (convertible into 21,876,976 shares of Common Stock);
(ii) 5,872,031 shares of Common Stock; and (iii) warrants to
purchase (a) 2,500,200 shares of Common Stock at $8.95 per
share, (b) 1,935 shares of Common Stock at $23.00 per share,
(c) 28,840 shares of Common Stock at $22.00 per share,
(d) 566,061 shares of Common Stock at $18.39 per share and
(e) 9,940 shares of Common Stock at $21.91 per share).
<PAGE>
SCHEDULE 13D
CUSIP No. 50182L 10 8 Page 4 of 9 Pages
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John W. Kluge
###-##-####
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) [ ]
(b) [ ]
3
SEC USE ONLY
4
SOURCE OF FUNDS*
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
NUMBER OF 7
SHARES SOLE VOTING POWER
BENEFICIALLY OWNED
BY EACH REPORTING See Attached Rider 3A
PERSON
WITH 8
SHARED VOTING POWER
9
SOLE DISPOSITIVE POWER
See Attached Rider 3A
10
SHARED DISPOSITIVE POWER
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Attached Rider 3A
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.2%
14
TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
Page 5 of 9
RIDER 3A
7. 30,858,983 (which figure includes (i) 10,896,785 shares of
Series 1 Cumulative Senior Perpetual Convertible Preferred
Stock (convertible into 21,876,976 shares of Common Stock);
(ii) 5,872,031 shares of Common Stock; (iii) warrants to
purchase (a) 2,500,200 shares of Common Stock at $8.95 per
share, (b) 1,935 shares of Common Stock at $23.00 per share,
(c) 28,840 shares of Common Stock at $22.00 per share,
(d) 566,061 shares of Common Stock at $18.39 per share and
(e) 9,940 shares of Common Stock at $21.91 per share; and
(iv) options to purchase 3,000 shares of Common Stock at
$19.50 per share).
9. 30,858,983 (which figure includes (i) 10,896,785 shares of
Series 1 Cumulative Senior Perpetual Convertible Preferred
Stock (convertible into 21,876,976 shares of Common Stock);
(ii) 5,872,031 shares of Common Stock; (iii) warrants to
purchase (a) 2,500,200 shares of Common Stock at $8.95 per
share, (b) 1,935 shares of Common Stock at $23.00 per share,
(c) 28,840 shares of Common Stock at $22.00 per share,
(d) 566,061 shares of Common Stock at $18.39 per share and
(e) 9,940 shares of Common Stock at $21.91 per share; and
(iv) options to purchase 3,000 shares of Common Stock at
$19.50 per share).
11. 30,858,983 (which figure includes (i) 10,896,785 shares of
Series 1 Cumulative Senior Perpetual Convertible Preferred
Stock (convertible into 21,876,976 shares of Common Stock);
(ii) 5,872,031 shares of Common Stock; iii) warrants to
purchase (a) 2,500,200 shares of Common Stock at $8.95 per
share, (b) 1,935 shares of Common Stock at $23.00 per share,
(c) 28,840 shares of Common Stock at $22.00 per share,
(d) 566,061 shares of Common Stock at $18.39 per share and
(e) 9,940 shares of Common Stock at $21.91 per share; and
(iv) options to purchase 3,000 shares of Common Stock at
$19.50 per share).
<PAGE>
SCHEDULE 13D
CUSIP No. 50182L 10 8 Page 6 of 9 Pages
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Stuart Subotnick
###-##-####
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) [ ]
(b) [ ]
3
SEC USE ONLY
4
SOURCE OF FUNDS*
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(c) [ ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
NUMBER OF 7
SHARES SOLE VOTING POWER
BENEFICIALLY OWNED
BY EACH REPORTING See Attached Rider 4A
PERSON
WITH 8
SHARED VOTING POWER
9
SOLE DISPOSITIVE POWER
See Attached Rider 4A
10
SHARED DISPOSITIVE POWER
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Attached Rider 4A
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.2%
14
TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
Page 7 of 9
RIDER 4A
7. 30,858,983 (which figure includes (i) 10,896,785 shares of
Series 1 Cumulative Senior Perpetual Convertible Preferred
Stock (convertible into 21,876,976 shares of Common Stock);
(ii) 5,872,031 shares of Common Stock; (iii) warrants to
purchase (a) 2,500,200 shares of Common Stock at $8.95 per
share, (b) 1,935 shares of Common Stock at $23.00 per share,
(c) 28,840 shares of Common Stock at $22.00 per share,
(d) 566,061 shares of Common Stock at $18.39 per share and
(e) 9,940 shares of Common Stock at $21.91 per share; and
(iv) options to purchase 3,000 shares of Common Stock at
$19.50 per share).
9. 30,858,983 (which figure includes (i) 10,896,785 shares of
Series 1 Cumulative Senior Perpetual Convertible Preferred
Stock (convertible into 21,876,976 shares of Common Stock);
(ii) 5,872,031 shares of Common Stock; iii) warrants to
purchase (a) 2,500,200 shares of Common Stock at $8.95 per
share, (b) 1,935 shares of Common Stock at $23.00 per share,
(c) 28,840 shares of Common Stock at $22.00 per share,
(d) 566,061 shares of Common Stock at $18.39 per share and
(e) 9,940 shares of Common Stock at $21.91 per share; and
(iv) options to purchase 3,000 shares of Common Stock at
$19.50 per share).
11. 30,858,983 (which figure includes (i) 10,896,785 shares of
Series 1 Cumulative Senior Perpetual Convertible Preferred
Stock (convertible into 21,876,976 shares of Common Stock);
(ii) 5,872,031 shares of Common Stock; iii) warrants to
purchase (a) 2,500,200 shares of Common Stock at $8.95 per
share, (b) 1,935 shares of Common Stock at $23.00 per share,
(c) 28,840 shares of Common Stock at $22.00 per share,
(d) 566,061 shares of Common Stock at $18.39 per share and
(e) 9,940 shares of Common Stock at $21.91 per share; and
(iv) options to purchase 3,000 shares of Common Stock at
$19.50 per share).
<PAGE>
Page 8 of 9
AMENDMENT NO. 9 TO SCHEDULE 13D
THIS AMENDMENT No. 9 supplements the Schedule 13D ("Schedule
13D") dated, May 21, 1992, as amended by Amendment No. 1 dated
October 28, 1992; as amended by Amendment No. 2 dated January 18,
1993; as amended by Amendment No. 3 dated February 26, 1993; as
amended by Amendment No. 4 dated March 31, 1993; as amended by
Amendment No. 5 dated September 15, 1993; as amended by Amendment
No. 6 dated April 12, 1994; as amended by Amendment No. 7 dated
April 21, 1994; and as amended by Amendment No. 8 dated
November 3, 1994 filed by Metromedia Company ("Metromedia") (and
previously filed by Metromedia Communications Corporation), in
the following respects only (capitalized terms used herein shall
have the meanings ascribed to such terms in the Schedule 13D):
Item 4. Purpose of Transaction.
Item 4 is amended by adding thereto the following paragraph:
Metromedia intends, subject to market conditions, to
convert all of its shares of Series 1 Cumulative Senior Perpetual
Convertible Preferred Stock and exercise all of its warrants and
sell (i) all of the shares of Common Stock issuable upon such
conversion and exercise and (ii) all of the shares of Common
Stock owned by Metromedia, pursuant to a secondary offering
to be managed by Donaldson, Lufkin & Jenrette Securities
Corporation ("DLJ"). Metromedia and DLJ have reached an
agreement in principle pursuant to which DLJ has agreed to act
as underwriter for such shares of Common Stock, subject to
market conditions, in a secondary offering.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to the Securities of the
Issuer.
Item 6 is amended by adding thereto the following paragraph:
Metromedia intends, subject to market conditions, to
convert all of its shares of Series 1 Cumulative Senior Perpetual
Convertible Preferred Stock and exercise all of its warrants and
sell (i) all of the shares of Common Stock issuable upon such
conversion and exercise and (ii) all of the shares of Common
Stock owned by Metromedia, pursuant to a secondary offering
to be managed by Donaldson, Lufkin & Jenrette Securities
Corporation ("DLJ"). Metromedia and DLJ have reached an
agreement in principle pursuant to which DLJ has agreed to act
as underwriter for such shares of Common Stock, subject to
market conditions, in a secondary offering. In connection with
the offering of such shares of Common Stock, Metromedia and the Issuer
have also reached an agreement in principle, pursuant to which
Metromedia will receive from the Issuer a one-time, non-recurring
payment of $15.0 million for exercising its conversion option,
representing a discount to the minimum nominal dividends that would
have been payable on the Series 1 Cumulative Senior Perpetual
Convertible Preferred Stock prior to the September 15, 1996
optional call date of approximately $26.6 million (which amount
includes the $24.5 million annual dividend requirement plus
accrued dividends to the September 15, 1996 optional call date).
<PAGE>
Page 9 of 9
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I hereby certify that the information set forth in this
statement is true, complete and correct.
Dated: August 14, 1995
/s/ STUART SUBOTNICK
-----------------------
Stuart Subotnick
General Partner
Metromedia Company
/s/ JOHN W. KLUGE
------------------------
JOHN W. KLUGE
/s/STUART SUBOTNICK
-------------------------
Stuart Subotnick
Explanatory Note.
In order to comply with Rule 13d-2(c) promulgated under
the Securities Exchange of 1934, included for filing with this
Amendment No. 9 to the Schedule 13D is the Schedule 13D, as
amended by Amendment No. 1 through Amendment No. 8 (in reverse
chronological order) which were previously filed with the
Securities and Exchange Commission.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
LDDS COMMUNICATIONS, INC.
(Name of Issuer)
Series 1 Cumulative Senior Perpetual Convertible Preferred Stock
(Title of Class of Securities)
50182L 10 8
(CUSIP Number)
Arnold L. Wadler, Esq., General Counsel (201) 531-8050
Metromedia Company, One Meadowlands Plaza, East Rutherford, NJ 07073
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 31, 1994
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and
is filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A
fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five
percent of the class of securities described in Item 1; and (2) has filed
no amendment subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
<PAGE>
SCHEDULE 13D
CUSIP No. 50182L 10 8
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION No. OF ABOVE PERSON
Metromedia Company
62-1293303
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3
SEC USE ONLY
4
SOURCE OF FUNDS*
PF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
7
SOLE VOTING POWER
See Attached Rider 2A
8
SHARED VOTING POWER
9
SOLE DISPOSITIVE POWER
See Attached Rider 2A
10
SHARED DISPOSITIVE POWER
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Attached Rider 2A
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.62% on a fully diluted basis.
14
TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
RIDER 2A
7. 29,642,431 (which figure includes (i) 21,793,570 shares of
Series 1 Cumulative Senior Perpetual Convertible Preferred
Stock (convertible into 21,876,976 shares of Common Stock);
(ii) 2,765,055 shares of Common Stock; and (iii) warrants to
purchase 2,500,200 shares of Common Stock at $7.75 per share
and warrants to purchase 2,500,200 shares of Common Stock at
$8.95 per share).
9. 29,642,431 (which figure includes (i) 21,793,570 shares of
Series 1 Cumulative Senior Perpetual Convertible Preferred
Stock (convertible into 21,876,976 shares of Common Stock);
(ii) 2,765,055 shares of Common Stock; and (iii) warrants to
purchase 2,500,200 shares of Common Stock at $7.75 per share
and warrants to purchase 2,500,200 shares of Common Stock at
$8.95 per share).
11. 29,642,431 (which figure includes (i) 21,793,570 shares of
Series 1 Cumulative Senior Perpetual Convertible Preferred
Stock (convertible into 21,876,976 shares of Common Stock);
(ii) 2,765,055 shares of Common Stock; and (iii) warrants to
purchase 2,500,200 shares of Common Stock at $7.75 per share
and warrants to purchase 2,500,200 shares of Common Stock at
$8.95 per share).
<PAGE>
SCHEDULE 13D
CUSIP No. 50182L 10 8
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION No. OF ABOVE PERSON
John W. Kluge
###-##-####
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3
SEC USE ONLY
4
SOURCE OF FUNDS*
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
7
SOLE VOTING POWER
See Attached Rider 3A
8
SHARED VOTING POWER
9
SOLE DISPOSITIVE POWER
See Attached Rider 3A
10
SHARED DISPOSITIVE POWER
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Attached Rider 3A
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.62% on a fully diluted basis.
14
TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
RIDER 3A
7. 29,642,431 (which figure includes (i) 21,793,570 shares of
Series 1 Cumulative Senior Perpetual Convertible Preferred
Stock (convertible into 21,876,976 shares of Common Stock);
(ii) 2,765,055 shares of Common Stock; and (iii) warrants to
purchase 2,500,200 shares of Common Stock at $7.75 per share
and warrants to purchase 2,500,200 shares of Common Stock at
$8.95 per share).
9. 29,642,431 (which figure includes (i) 21,793,570 shares of
Series 1 Cumulative Senior Perpetual Convertible Preferred
Stock (convertible into 21,876,976 shares of Common Stock);
(ii) 2,765,055 shares of Common Stock; and (iii) warrants to
purchase 2,500,200 shares of Common Stock at $7.75 per share
and warrants to purchase 2,500,200 shares of Common Stock at
$8.95 per share).
11. 29,642,431 (which figure includes (i) 21,793,570 shares of
Series 1 Cumulative Senior Perpetual Convertible Preferred
Stock (convertible into 21,876,976 shares of Common Stock);
(ii) 2,765,055 shares of Common Stock; and (iii) warrants to
purchase 2,500,200 shares of Common Stock at $7.75 per share
and warrants to purchase 2,500,200 shares of Common Stock at
$8.95 per share).
<PAGE>
SCHEDULE 13D
CUSIP No. 50182L 10 8
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Stuart Subotnick
###-##-####
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3
SEC USE ONLY
4
SOURCE OF FUNDS*
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(c) [ ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
7
SOLE VOTING POWER
See Attached Rider 4A
8
SHARED VOTING POWER
9
SOLE DISPOSITIVE POWER
See Attached Rider 4A
10
SHARED DISPOSITIVE POWER
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Attached Rider 4A
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.62% on a fully diluted basis.
14
TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
RIDER 4A
7. 29,642,431 (which figure includes (i) 21,793,570 shares of
Series 1 Cumulative Senior Perpetual Convertible Preferred
Stock (convertible into 21,876,976 shares of Common Stock);
(ii) 2,765,055 shares of Common Stock; and (iii) warrants to
purchase 2,500,200 shares of Common Stock at $7.75 per share
and warrants to purchase 2,500,200 shares of Common Stock at
$8.95 per share).
9. 29,642,431 (which figure includes (i) 21,793,570 shares of
Series 1 Cumulative Senior Perpetual Convertible Preferred
Stock (convertible into 21,876,976 shares of Common Stock);
(ii) 2,765,055 shares of Common Stock; and (iii) warrants to
purchase 2,500,200 shares of Common Stock at $7.75 per share
and warrants to purchase 2,500,200 shares of Common Stock at
$8.95 per share).
11. 29,642,431 (which figure includes (i) 21,793,570 shares of
Series 1 Cumulative Senior Perpetual Convertible Preferred
Stock (convertible into 21,876,976 shares of Common Stock);
(ii) 2,765,055 shares of Common Stock; and (iii) warrants to
purchase 2,500,200 shares of Common Stock at $7.75 per share
and warrants to purchase 2,500,200 shares of Common Stock at
$8.95 per share).
<PAGE>
AMENDMENT NO. 8 TO SCHEDULE 13D
THIS AMENDMENT No. 8 supplements the Schedule 13D
("Schedule 13D") filed on May 22, 1992, as amended by Amendment
No. 1 dated October 28, 1992 thereto; as amended by Amendment
No. 2 dated January 18, 1993 thereto; as amended by Amendment
No. 3 dated February 26, 1993; as amended by Amendment No. 4
dated March 31, 1993; as amended by Amendment No. 5 dated
September 15, 1993; as amended by Amendment No. 6 dated April 12,
1994; and as amended by Amendment No. 7 filed April 22, 1994;
filed by Metromedia Company ("Metromedia") (and previously filed
by Metromedia Communications Corporation), in the following
respects only (capitalized terms used herein shall have the
meanings ascribed to such terms in the Schedule 13D):
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to the Securities of the
Issuer.
Item 6 is amended by adding thereto the following paragraph:
On October 31, 1994, Metromedia and Chemical Bank (the
"Bank") entered into an amendment (the "Amendment") to the Credit
Agreement dated as of April 11, 1994 between Metromedia and the
Bank (which was previously filed by Metromedia as Exhibit S to
the Schedule 13D) (a copy of the Amendment is attached hereto as
Exhibit U) pursuant to which the Bank agreed to increase the
amount of funds available to Metromedia. In connection with the
Amendment, pursuant to an Amended and Restated Pledge Agreement
(a copy of which is attached hereto as Exhibit V), Metromedia
pledged to the Bank, in addition to the 2,758,620 shares of
Common Stock of the Issuer previously pledged, currently
exercisable warrants (the "Warrants") to purchase 5,000,400
shares of Common Stock of the Issuer. Such Warrants to purchase
Common Stock constitute all of the Warrants of the Issuer owned
by Metromedia. The Amended and Restated Pledge Agreement
contains standard representations, warranties, covenants and
events of default.
Item 7. Material to be Filed as Exhibits.
The following exhibits are annexed hereto:
Exhibit U - First Amendment dated as of October 31, 1994
between Metromedia Company and Chemical Bank.
Exhibit V - Amended and Restated Pledge Agreement dated as
of October 31, 1994 between Metromedia Company
and Chemical Bank.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I hereby certify that the information set forth in this
statement is true, complete and correct.
Dated: November 3, 1994
/s/ STUART SUBOTNICK
-----------------------
Stuart Subotnick
General Partner
Metromedia Company
/s/ JOHN W. KLUGE
-------------------------
JOHN W. KLUGE
/s/STUART SUBNOTICK
-------------------------
Stuart Subotnick
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
LDDS COMMUNICATIONS, INC.
(Name of Issuer)
Series 1 Cumulative Senior Perpetual Convertible Preferred Stock
(Title of Class of Securities)
50182L 10 8
(CUSIP Number)
Arnold L. Wadler, Esq., General Counsel (201) 531-8050
Metromedia Company, One Meadowlands Plaza, East Rutherford, New Jersey 07073
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 11, 1994
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A
fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities
of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
<PAGE>
SCHEDULE 13D
CUSIP No. 50182L 10 8
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION No. OF ABOVE PERSON
Metromedia Company
62-1293303
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3
SEC USE ONLY
4
SOURCE OF FUNDS*
PF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Deleware
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
7
SOLE VOTING POWER
See Attached Rider 2A
8
SHARED VOTING POWER
9
SOLE DISPOSITIVE POWER
See Attached Rider 2A
10
SHARED DISPOSITIVE POWER
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Attached Rider 2A
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.62% on a fully diluted basis.
14
TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
RIDER 2A*
* Metromedia Company has not altered its holdings of the
Issuer. This Amendment No. 7 reflects a 2 for 1 stock split
of the Issuer which was inadvertently not reflected in
Amendment No. 6.
7. 29,642,431 (which figure includes (i) 21,793,570 shares of
Series 1 Cumulative Senior Perpetual Convertible Preferred
Stock (convertible into 21,876,976 shares of Common Stock);
(ii) 2,758,620 shares of Common Stock; (iii) warrants to
purchase 2,500,200 shares of Common Stock at $7.75 per share
and warrants to purchase 2,500,200 shares of Common Stock at
$8.95 per share; and (iv) currently exercisable warrants to
purchase 6435 shares of Common Stock at $5.00 per share).
9. 29,642,431 (which figure includes (i) 21,793,570 shares of
Series 1 Cumulative Senior Perpetual Convertible Preferred
Stock (convertible into 21,876,976 shares of Common Stock);
(ii) 2,758,620 shares of Common Stock; (iii) warrants to
purchase 2,500,200 shares of Common Stock at $7.75 per share
and warrants to purchase 2,500,200 shares of Common Stock at
$8.95 per share; and (iv) currently exercisable warrants to
purchase 6435 shares of Common Stock at $5.00 per share).
11.29,642,431 (which figure includes (i) 21,793,570 shares of
Series 1 Cumulative Senior Perpetual Convertible Preferred
Stock (convertible into 21,876,976 shares of Common Stock);
(ii) 2,758,620 shares of Common Stock; (iii) warrants to
purchase 2,500,200 shares of Common Stock at $7.75 per share
and warrants to purchase 2,500,200 shares of Common Stock at
$8.95 per share; and (iv) currently exercisable warrants to
purchase 6435 shares of Common Stock at $5.00 per share).
<PAGE>
SCHEDULE 13D
CUSIP No. 50182L 10 8
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION No. OF ABOVE PERSON
John W. Kluge
###-##-####
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3
SEC USE ONLY
4
SOURCE OF FUNDS*
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
See Attached Rider 3A
8
SHARED VOTING POWER
9
SOLE DISPOSITIVE POWER
See Attached Rider 3A
10
SHARED DISPOSITIVE POWER
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Attached Rider 3A
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.62% on a fully diluted basis.
14
TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF TH E COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
RIDER 3A*
* Metromedia Company has not altered its holdings of the
Issuer. This Amendment No. 7 reflects a 2 for 1 stock split
of the Issuer which was inadvertently not reflected in
Amendment No. 6.
7. 29,642,431 (which figure includes (i) 21,793,570 shares of
Series 1 Cumulative Senior Perpetual Convertible Preferred
Stock (convertible into 21,876,976 shares of Common Stock);
(ii) 2,758,620 shares of Common Stock; (iii) warrants to
purchase 2,500,200 shares of Common Stock at $7.75 per share
and warrants to purchase 2,500,200 shares of Common Stock at
$8.95 per share; and (iv) currently exercisable warrants to
purchase 6435 shares of Common Stock at $5.00 per share).
9. 29,642,431 (which figure includes (i) 21,793,570 shares of
Series 1 Cumulative Senior Perpetual Convertible Preferred
Stock (convertible into 21,876,976 shares of Common Stock);
(ii) 2,758,620 shares of Common Stock; (iii) warrants to
purchase 2,500,200 shares of Common Stock at $7.75 per share
and warrants to purchase 2,500,200 shares of Common Stock at
$8.95 per share; and (iv) currently exercisable warrants to
purchase 6435 shares of Common Stock at $5.00 per share).
11.29,642,431 (which figure includes (i) 21,793,570 shares of
Series 1 Cumulative Senior Perpetual Convertible Preferred
Stock (convertible into 21,876,976 shares of Common Stock);
(ii) 2,758,620 shares of Common Stock; (iii) warrants to
purchase 2,500,200 shares of Common Stock at $7.75 per share
and warrants to purchase 2,500,200 shares of Common Stock at
$8.95 per share; and (iv) currently exercisable warrants to
purchase 6435 shares of Common Stock at $5.00 per share).
<PAGE>
SCHEDULE 13D
CUSIP No. 50182L 10 8
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION No. OF ABOVE PERSON
Stuart Subotnick
###-##-####
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3
SEC USE ONLY
4
SOURCE OF FUNDS*
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
See Attached Rider 4A
8
SHARED VOTING POWER
9
SOLE DISPOSITIVE POWER
See Attached Rider 4A
10
SHARED DISPOSITIVE POWER
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Attached Rider 4A
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.62% on a fully diluted basis.
14
TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH TH E COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
RIDER 4A*
* Metromedia Company has not altered its holdings of the
Issuer. This Amendment No. 7 reflects a 2 for 1 stock split
of the Issuer which was inadvertently not reflected in
Amendment No. 6.
7. 29,642,431 (which figure includes (i) 21,793,570 shares of
Series 1 Cumulative Senior Perpetual Convertible Preferred
Stock (convertible into 21,876,976 shares of Common Stock);
(ii) 2,758,620 shares of Common Stock; (iii) warrants to
purchase 2,500,200 shares of Common Stock at $7.75 per share
and warrants to purchase 2,500,200 shares of Common Stock at
$8.95 per share; and (iv) currently exercisable warrants to
purchase 6435 shares of Common Stock at $5.00 per share).
9. 29,642,431 (which figure includes (i) 21,793,570 shares of
Series 1 Cumulative Senior Perpetual Convertible Preferred
Stock (convertible into 21,876,976 shares of Common Stock);
(ii) 2,758,620 shares of Common Stock; (iii) warrants to
purchase 2,500,200 shares of Common Stock at $7.75 per share
and warrants to purchase 2,500,200 shares of Common Stock at
$8.95 per share; and (iv) currently exercisable warrants to
purchase 6435 shares of Common Stock at $5.00 per share).
11.29,642,431 (which figure includes (i) 21,793,570 shares of
Series 1 Cumulative Senior Perpetual Convertible Preferred
Stock (convertible into 21,876,976 shares of Common Stock);
(ii) 2,758,620 shares of Common Stock; (iii) warrants to
purchase 2,500,200 shares of Common Stock at $7.75 per share
and warrants to purchase 2,500,200 shares of Common Stock at
$8.95 per share; and (iv) currently exercisable warrants to
purchase 6435 shares of Common Stock at $5.00 per share).
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I hereby certify that the information set
forth in this statement is true, complete and correct.
Dated: April 21, 1994
/s/ STUART SUBOTNICK
------------------------
Stuart Subotnick
General Partner
Metromedia Company
/s/ JOHN W. KLUGE
------------------------
John W. Kluge
/s/ STUART SUBOTNICK
-------------------------
Stuart Subotnick
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
LDDS COMMUNICATIONS
(Name of Issuer)
Series 1 $2.25 Cumulative Senior Perpetual Convertible Preferred Stock
(Title of Class of Securities)
50182L 10 8
(CUSIP Number)
Arnold L. Wadler, Esq., General Counsel (201) 531-8050
Metromedia Company, One Meadowlands Plaza, East Rutherford, New Jersey 07073
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 11, 1994
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or
(4), check the following box .
Check the following box if a fee is being paid with the statement [ ]. (A
fee is not required only if the reporting person:
(1) has a previous statement on file reporting beneficial ownership of more
than five percent of the class of securities described in Item 1; and
(2) has filed no amendment subsequent thereto reporting beneficial ownership
of five percent or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
<PAGE>
SCHEDULE 13D
CUSIP No. 50182L 10 8
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION No. OF ABOVE PERSON
Metromedia Company
62-1293303
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3
SEC USE ONLY
4
SOURCE OF FUNDS*
PF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
See Attached Rider 2A
8
SHARED VOTING POWER
9
SOLE DISPOSITIVE POWER
See Attached Rider 2A
10
SHARED DISPOSITIVE POWER
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Attached Rider 2A
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.2% on a fully diluted basis.
14
TYPE OF REPORTING PERSON
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
<PAGE>
RIDER 2A
7. 14,821,433 (which figure includes (i) 10,896,785 shares of
Series 1 $2.25 Cumulative Senior Perpetual Convertible
Preferred Stock; (ii) 1,379,310 shares of Common Stock;
(iii) warrants to purchase 1,250,100 shares of Common Stock
at $15.50 per share and warrants to purchase 1,250,100
shares of Common Stock at $17.90 per share; and
(iv) currently exercisable warrants to purchase 3,235 shares
of Common Stock at $10.00 per share).
9. 14,821,433 (which figure includes (i) 10,896,785 shares of
Series 1 $2.25 Cumulative Senior Perpetual Convertible
Preferred Stock; (ii) 1,379,310 shares of Common Stock;
(iii) warrants to purchase 1,250,100 shares of Common Stock
at $15.50 per share and warrants to purchase 1,250,100
shares of Common Stock at $17.90 per share; and
(iv) currently exercisable warrants to purchase 3,235 shares
of Common Stock at $10.00 per share).
11.14,821,433 (which figure includes (i) 10,896,785 shares of
Series 1 $2.25 Cumulative Senior Perpetual Convertible
Preferred Stock; (ii) 1,379,310 shares of Common Stock;
(iii) warrants to purchase 1,250,100 shares of Common Stock
at $15.50 per share and warrants to purchase 1,250,100
shares of Common Stock at $17.90 per share; and
(iv) currently exercisable warrants to purchase 3,235
shares of Common Stock at $10.00 per share).
<PAGE>
SCHEDULE 13D
CUSIP No. 50182L 10 8
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION No. OF ABOVE PERSON
John W. Kluge
###-##-####
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3
SEC USE ONLY
4
SOURCE OF FUNDS*
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
7
SOLE VOTING POWER
See Attached Rider 3A
8
SHARED VOTING POWER
9
SOLE DISPOSITIVE POWER
See Attached Rider 3A
10
SHARED DISPOSITIVE POWER
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Attached Rider 3A
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.2% on a fully diluted basis.
14
TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
<PAGE>
RIDER 3A
7. 14,821,433 (which figure includes (i) 10,896,785 shares of
Series 1 $2.25 Cumulative Senior Perpetual Convertible
Preferred Stock; (ii) 1,379,310 shares of Common Stock;
(iii) warrants to purchase 1,250,100 shares of Common Stock
at $15.50 per share and warrants to purchase 1,250,100
shares of Common Stock at $17.90 per share; and
(iv) currently exercisable warrants to purchase 3,235 shares
of Common Stock at $10.00 per share).
9. 14,821,433 (which figure includes (i) 10,896,785 shares of
Series 1 $2.25 Cumulative Senior Perpetual Convertible
Preferred Stock; (ii) 1,379,310 shares of Common Stock;
(iii) warrants to purchase 1,250,100 shares of Common Stock
at $15.50 per share and warrants to purchase 1,250,100
shares of Common Stock at $17.90 per share; and
(iv) currently exercisable warrants to purchase 3,235 shares
of Common Stock at $10.00 per share).
11.14,821,433 (which figure includes (i) 10,896,785 shares of
Series 1 $2.25 Cumulative Senior Perpetual Convertible
Preferred Stock; (ii) 1,379,310 shares of Common Stock;
(iii) warrants to purchase 1,250,100 shares of Common Stock
at $15.50 per share and warrants to purchase 1,250,100
shares of Common Stock at $17.90 per share; and
(iv) currently exercisable warrants to purchase 3,235
shares of Common Stock at $10.00 per share).
<PAGE>
SCHEDULE 13D
CUSIP No. 50182L 10 8
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION No. OF ABOVE PERSON
Stuart Subotnick
###-##-####
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3
SEC USE ONLY
4
SOURCE OF FUNDS*
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
See Attached Rider 4A
8
SHARED VOTING POWER
9
SOLE DISPOSITIVE POWER
See Attached Rider 4A
10
SHARED DISPOSITIVE POWER
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Attached Rider 4A
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.2% on a fully diluted basis.
14
TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
<PAGE>
RIDER 4A
7. 14,821,433 (which figure includes (i) 10,896,785 shares of
Series 1 $2.25 Cumulative Senior Perpetual Convertible
Preferred Stock; (ii) 1,379,310 shares of Common Stock;
(iii) warrants to purchase 1,250,100 shares of Common Stock
at $15.50 per share and warrants to purchase 1,250,100
shares of Common Stock at $17.90 per share; and
(iv) currently exercisable warrants to purchase 3,235 shares
of Common Stock at $10.00 per share).
9. 14,821,433 (which figure includes (i) 10,896,785 shares of
Series 1 $2.25 Cumulative Senior Perpetual Convertible
Preferred Stock; (ii) 1,379,310 shares of Common Stock;
(iii) warrants to purchase 1,250,100 shares of Common Stock
at $15.50 per share and warrants to purchase 1,250,100
shares of Common Stock at $17.90 per share; and
(iv) currently exercisable warrants to purchase 3,235 shares
of Common Stock at $10.00 per share).
11.14,821,433 (which figure includes (i) 10,896,785 shares of
Series 1 $2.25 Cumulative Senior Perpetual Convertible
Preferred Stock; (ii) 1,379,310 shares of Common Stock;
(iii) warrants to purchase 1,250,100 shares of Common Stock
at $15.50 per share and warrants to purchase 1,250,100
shares of Common Stock at $17.90 per share; and
(iv) currently exercisable warrants to purchase 3,235
shares of Common Stock at $10.00 per share).
<PAGE>
AMENDMENT No. 6 TO SCHEDULE 13D
THIS Amendment No. 6 supplements Schedule 13D
("Schedule 13D") filed on May 22, 1992, as amended by Amendment
No. 1 dated October 28, 1992 thereto; as amended by Amendment
No. 2 dated January 18, 1993 thereto; as amended by Amendment
No. 3 dated February 26, 1993 and Amendment No. 4 dated March 31,
1993 and Amendment No. 5 dated September 15, 1993 filed by
Metromedia Company ("Metromedia") (and previously filed by
Metromedia Communications Corporation), in the following respects
only (capitalized terms used herein shall have the meanings
ascribed to such terms in the Schedule 13D):
Item 6. Contracts, Arrangements, Understandings
or Relationships with Respect to the
Securities of the Issuer.
Item 6 is amended by adding thereto the following
paragraph:
On April 11, 1994, Metromedia and Chemical Bank (the
"Bank") entered into a Credit Agreement (a copy of which is
attached hereto as Exhibit S) pursuant to which the Bank agreed
to make available (the "Loan") to Metromedia funds for working
capital purposes. The Credit Agreement contains standard
provisions regarding the maturity of the Loan, the events of
default and other provisions. In connection with the Loan,
pursuant to a Pledge Agreement (a copy of which is attached
hereto Exhibit T), Metromedia pledged to the Bank 2,758,620
shares of Common Stock of the Issuer, which number constitutes
all of the shares of Common Stock of the Issuer owned by
Metromedia to secure its obligations under the Credit Agreement.
Item 7. Material to be Filed as Exhibits.
The following exhibits are annexed hereto:
Exhibit S - Credit Agreement dated as of April 11,
1994 between Metromedia Company and
Chemical Bank.
Exhibit T - Pledge Agreement dated as of April 11,
1994 between Metromedia Company and
Chemical Bank.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I hereby certify that the information set
forth in this statement is true, complete and correct.
Dated: April 11, 1994
/s/ STUART SUBOTNICK
------------------------
Stuart Subotnick
General Partner
Metromedia Company
/s/ JOHN W. KLUGE
------------------------
John W. Kluge
/s/ STUART SUBOTNICK
------------------------
Stuart Subotnick
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
LDDS COMMUNICATIONS, INC.
(Name of Issuer)
Series 1 $ 2.25 Cumulative Senior Perpetual Convertible Preferred Stock
(Title of Class of Securities)
50182L 10 8
(CUSIP Number)
Arnold L. Wadler, Esq., General Counsel (201) 804-7100
Metromedia Company, One Meadowlands Plaza, East Rutherford, New Jersey 07073
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 15, 1993
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A
fee is not required only if the reporting person:
(1) has a previous statement on file reporting beneficial ownership of more
than five percent of the class of securities described in Item 1; and
(2) has filed no amendment subsequent thereto reporting beneficial ownership
of five percent or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
<PAGE>
SCHEDULE 13D
CUSIP No. 50182L 10 8
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION No. OF ABOVE PERSON
Metromedia Company
62-1293303
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3
SEC USE ONLY
4
SOURCE OF FUNDS*
PF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
7
SOLE VOTING POWER
See Attached Rider 2A
8
SHARED VOTING POWER
9
SOLE DISPOSITIVE POWER
See Attached Rider 2A
10
SHARED DISPOSITIVE POWER
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Attached Rider 2A
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.2% on a fully diluted basis.
14
TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
RIDER 2A
7. 14,821,433 (which figure includes (i) 10, 896,785 shares of
Series 1 $2.25 Cumulative Senior Perpetual Convertible
Preferred Stock; (ii) 1,379,310 shares of Common Stock;
(iii) warrants to purchase 1,250,100 shares of Common Stock
at $15.50 per share and warrants to purchase 1,250,100
shares of Common Stock at $17.90 per share; and
(iv) currently exercisable warrants to purchase 3235 shares
of Common Stock at $10.00 per share).
9. 14,821,433 (which figure includes (i) 10, 896,785 shares of
Series 1 $2.25 Cumulative Senior Perpetual Convertible
Preferred Stock; (ii) 1,379,310 shares of Common Stock;
(iii) warrants to purchase 1,250,100 shares of Common Stock
at $15.50 per share and warrants to purchase 1,250,100
shares of Common Stock at $17.90 per share; and
(iv) currently exercisable warrants to purchase 3235 shares
of Common Stock at $10.00 per share).
11.14,821,433 (which figure includes (i) 10, 896,785 shares of
Series 1 $2.25 Cumulative Senior Perpetual Convertible
Preferred Stock; (ii) 1,379,310 shares of Common Stock;
(iii) warrants to purchase 1,250,100 shares of Common Stock
at $15.50 per share and warrants to purchase 1,250,100
shares of Common Stock at $17.90 per share; and
(iv) currently exercisable warrants to purchase 3235 shares
of Common Stock at $10.00 per share).
<PAGE>
SCHEDULE 13D
CUSIP No. 50182L 10 8
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION No. OF ABOVE PERSON
John W. Kluge
###-##-####
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3
SEC USE ONLY
4
SOURCE OF FUNDS*
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
7
SOLE VOTING POWER
See Attached Rider 3A
8
SHARED VOTING POWER
9
SOLE DISPOSITIVE POWER
See Attached Rider 3A
10
SHARED DISPOSITIVE POWER
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Attached Rider 3A
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.2% on a fully diluted basis.
14
TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
RIDER 3A
7. 14,821,433 (which figure includes (i) 10, 896,785 shares of
Series 1 $2.25 Cumulative Senior Perpetual Convertible
Preferred Stock; (ii) 1,379,310 shares of Common Stock;
(iii) warrants to purchase 1,250,100 shares of Common Stock
at $15.50 per share and warrants to purchase 1,250,100
shares of Common Stock at $17.90 per share; and
(iv) currently exercisable warrants to purchase 3235 shares
of Common Stock at $10.00 per share).
9. 14,821,433 (which figure includes (i) 10, 896,785 shares of
Series 1 $2.25 Cumulative Senior Perpetual Convertible
Preferred Stock; (ii) 1,379,310 shares of Common Stock;
(iii) warrants to purchase 1,250,100 shares of Common Stock
at $15.50 per share and warrants to purchase 1,250,100
shares of Common Stock at $17.90 per share; and
(iv) currently exercisable warrants to purchase 3235 shares
of Common Stock at $10.00 per share).
11.14,821,433 (which figure includes (i) 10, 896,785 shares of
Series 1 $2.25 Cumulative Senior Perpetual Convertible
Preferred Stock; (ii) 1,379,310 shares of Common Stock;
(iii) warrants to purchase 1,250,100 shares of Common Stock
at $15.50 per share and warrants to purchase 1,250,100
shares of Common Stock at $17.90 per share; and
(iv) currently exercisable warrants to purchase 3235 shares
of Common Stock at $10.00 per share).
<PAGE>
SCHEDULE 13D
CUSIP No. 50182L 10 8
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION No. OF ABOVE PERSON
Stuart Subotnick
###-##-####
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3
SEC USE ONLY
4
SOURCE OF FUNDS*
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
7
SOLE VOTING POWER
See Attached Rider 4A
8
SHARED VOTING POWER
9
SOLE DISPOSITIVE POWER
See Attached Rider 4A
10
SHARED DISPOSITIVE POWER
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Attached Rider 4A
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.2% on a fully diluted basis.
14
TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
RIDER 4A
7. 14,821,433 (which figure includes (i) 10, 896,785 shares of
Series 1 $2.25 Cumulative Senior Perpetual Convertible
Preferred Stock; (ii) 1,379,310 shares of Common Stock;
(iii) warrants to purchase 1,250,100 shares of Common Stock
at $15.50 per share and warrants to purchase 1,250,100
shares of Common Stock at $17.90 per share; and (iv)
currently exercisable warrants to purchase 3235 shares of
Common Stock at $10.00 per share).
9. 14,821,433 (which figure includes (i) 10, 896,785 shares of
Series 1 $2.25 Cumulative Senior Perpetual Convertible
Preferred Stock; (ii) 1,379,310 shares of Common Stock;
(iii) warrants to purchase 1,250,100 shares of Common Stock
at $15.50 per share and warrants to purchase 1,250,100
shares of Common Stock at $17.90 per share; and (iv)
currently exercisable warrants to purchase 3235 shares of
Common Stock at $10.00 per share).
11.14,821,433 (which figure includes (i) 10, 896,785 shares of
Series 1 $2.25 Cumulative Senior Perpetual Convertible
Preferred Stock; (ii) 1,379,310 shares of Common Stock;
(iii) warrants to purchase 1,250,100 shares of Common Stock
at $15.50 per share and warrants to purchase 1,250,100
shares of Common Stock at $17.90 per share; and (iv)
currently exercisable warrants to purchase 3235 shares of
Common Stock at $10.00 per share).
<PAGE>
AMENDMENT No. 6 TO SCHEDULE 13D
THIS Amendment No. 6 supplements the Schedule 13D
("Schedule 13D") filed on May 22, 1992, as amended by Amendment
No. 1 dated October 28, 1992 thereto; as amended by Amendment
No. 2 dated January 18, 1993 thereto; as amended by Amendment
No. 3 dated February 26, 1993; Amendment No. 4 dated March 31,
1993 and Amendment No. 5 dated September 15, 1993 filed by
Metromedia Company ("Metromedia") (and previously filed by
Metromedia Communications Corporation), in the following respects
only (capitalized terms used herein shall have the meanings
ascribed to such terms in the Schedule 13D):
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to the Securities of the
Issuer.
Item 6 is amended by adding thereto the following
paragraph:
On April 11, 1994, Metromedia and Chemical Bank (the
"Bank") entered into a Credit Agreement (a copy of which is
attached hereto as Exhibit S) pursuant to which the Bank agreed
to make available (the "Loan") to Metromedia funds for working
capital purposes. The Credit Agreement contains standard
provisions regarding the maturity of the Loan, the events of
default and other provisions. In connection with the Loan,
pursuant to a Pledge Agreement (a copy of which is attached
hereto as Exhibit T), Metromedia pledged to the Bank 2,758,620
shares of Common Stock of the Issuer, which number constitutes
all of the shares of Common Stock of the Issuer owned by
Metromedia to secure its obligations under the Credit Agreement.
Item 7. Material to be Filed As Exhibits.
The following exhibits are annexed hereto:
Exhibit S - Credit Agreement dated as of April 11,
1994 between Metromedia Company and
Chemical Bank.
Exhibit T - Pledge Agreement dated as of April 11,
1994 between Metromedia Company and
Chemical Bank.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I hereby certify that the information set
forth in this statement is true, complete and correct.
Dated: April 11, 1994
/s/ STUART SUBOTNICK
-------------------------
Stuart Subotnick
General Partner
Metromedia Company
/s/ JOHN W. KLUGE
------------------------
John W. Kluge
/s/ STUART SUBOTNICK
------------------------
Stuart Subotnick
<PAGE>
AMENDMENT No. 5 TO SCHEDULE 13D
THIS Amendment No. 5 supplements Schedule 13D
("Schedule 13D") filed on May 22, 1992, as amended by Amendment
No. 1 dated October 28, 1992 thereto; as amended by Amendment
No. 2 dated January 18, 1993 thereto; as amended by Amendment
No. 3 dated February 26, 1993 and Amendment No. 4 dated March 31,
1993 by Metromedia Communications Corporation ("MCC"), in the
following respects only (capitalized terms used herein shall have
the meanings ascribed to such terms in the Schedule 13D):
This Schedule 13D is filed by Metromedia Company, a
Delaware general partnership ("Metromedia"), the partners of
which are John W. Kluge through a trust, and Stuart Subotnick.
MCC ceased to exist on September 15, 1993 by virtue of the merger
of MCC with and into Resurgens Communications Group, Inc. (the
"First Merger") and the subsequent merger of LDDS Communications
Inc. into the surviving company of the First Merger. Metromedia
owned all of the stock of MCC prior to the mergers. This
Schedule 13D reflects all of Metromedia's holdings of equity of
the Issuer.
Item 1. Security and Issuer.
Item 1 is hereby amended in its entirety as follows:
The classes of equity securities to which this
Statement relates is the Series 1 $2.25 Cumulative Senior
Perpetual Convertible Preferred Stock (the "Series 1 Preferred
Stock") and the Common Stock, $.01 par value (the "Common Stock")
of LDDS Communications Inc. ("LDDS" or the "Issuer"). The
Issuer's principal executive offices are located at 515 East
Amite Street, Jackson, Mississippi 39201.
Item 2. Identity and Background.
Item 2 is hereby amended in its entirety as follows:
This Statement is filed by Metromedia Company, a
Delaware general partnership in which John W. Kluge through a
trust beneficially owns a 95% interest and Stuart Subotnick
beneficially owns a 5% interest. Mr. Kluge and Mr. Subotnick are
the sole general partners of Metromedia. Mr. Kluge is the
Chairman, President and Chief Executive Officer of Metromedia and
Mr. Subotnick is the Executive Vice President of Metromedia.
Metromedia and its affiliates principal businesses include
telecommunications, computerized painting, hospitality and
<PAGE>
entertainment. The address of its principal business and its
principal office address are One Meadowlands Plaza, East
Rutherford, New Jersey 07073. Exhibit A to this Statement is a
listing of the name, the business address, present principal
occupation or employment and the name, principal business and
address of any corporation or other organization in which such
employment is conducted. None of the persons named above or in
Exhibit A has, during the past five years, been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors) or has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such
laws.
Item 4. Purpose of Transaction.
Item 4 is amended by adding thereto the following
paragraph:
On September 15, 1993, MCC, Resurgens Communications Group,
Inc. and the Issuer consummated the transactions referred to
in the Merger Agreement, Exhibit Q, whereby in exchange for
its shares of common stock of MCC, Metromedia Company
received (i) $150 million; (ii) warrants to purchase
1,250,100 shares of Common Stock at $15.50 per share, which
may be exercised at any time on or prior to May 12, 1995 and
currently exercisable warrants to purchase 1,250,100 shares
of Common Stock at $17.90 per share, which may be exercised
at any time prior to May 12, 1997; and (iii) 10,896,785
shares of Series 1 Preferred Stock, and 1,379,310 shares of
Common Stock of the Issuer.
Item 5. Interest in Securities of the Issuer.
Metromedia beneficially owns 14,821,433 shares of
Common Stock, which figure includes (i) 10,896,785 shares of
Series 1 Preferred Stock (convertible into 10,938,488 shares of
Common Stock); (ii) 1,379,310 shares of Common Stock;
(iii) warrants to purchase 1,250,100 shares of Common Stock at
$15.50 per share, which may be exercised at any time on or prior
to May 12, 1995 and currently exercisable warrants to purchase
1,250,100 shares of Common Stock at $17.90 per share, which may
be exercised at any time prior to May 12, 1997; and
(iv) currently exercisable warrants to purchase (at $10.00 per
share) 3,235 shares of Common Stock.
<PAGE>
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to the Securities
of the Issuer
Item 6 is hereby amended by adding thereto the
following paragraph:
On September 15, 1993, MCC, Resurgens Communications
Group, Inc. and the Issuer consummated the transactions referred
to in the Merger Agreement, Exhibit Q, whereby in exchange for
its shares of common stock of MCC, (i) $150 million; (ii)
warrants to purchase 1,250,100 shares of Common Stock at $15.50
per share, which may be exercised at any time on or prior to May
12, 1995 and currently exercisable warrants to purchase 1,250,100
shares of Common Stock at $17.90 per share, which may be
exercised at any time prior to May 12, 1997; and (iii) 10,896,785
shares of Series 1 Preferred Stock, and 1,379,310 shares of
Common Stock of the Issuer.
Item 7. Material to be Filed as Exhibits.
The following exhibits are annexed hereto:
Exhibit A - List of Metromedia Officers and Directors
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I hereby certify that the information set
forth in this statement is true, complete and correct.
Dated: September 15, 1993
/s/ STUART SUBOTNICK
-----------------------
Stuart Subotnick
General Partner
Metromedia Company
/s/ JOHN W. KLUGE
-----------------------
John W. Kluge
/s/ STUART SUBOTNICK
------------------------
Stuart Subotnick
<PAGE>
Exhibit A
METROMEDIA COMPANY
Position with Metromedia
Name and Company and/or principal
Business Address occupation or employment
---------------------------------- ------------------------
John W. Kluge
One Meadowlands Plaza
East Rutherford, New Jersey 07073 Chairman and President
Stuart Subotnick
One Meadowlands Plaza
East Rutherford, New Jersey 07073 Executive Vice President
Arnold L. Wadler
One Meadowlands Plaza Senior Vice President, Secretary
East Rutherford, New Jersey 07073 and General Counsel
Robert A. Maresca
One Meadowlands Plaza
East Rutherford, New Jersey 07073 Senior Vice President and Treasurer
Seymour Wigod
One Meadowlands Plaza
East Rutherford, New Jersey 07073 Senior Vice President
David Gassler
One Meadowlands Plaza
East Rutherford, New Jersey 07073 Vice President and Controller
Kenneth Wolk
One Meadowlands Plaza
East Rutherford, New Jersey 07073 Vice President - Internal Audit
Mario P. Catuogno
One Meadowlands Plaza
East Rutherford, New Jersey 07073 Vice President
Fred Cige
One Meadowlands Plaza
East Rutherford, New Jersey 07073 Vice President
Kenneth A. Greene
One Meadowlands Plaza
East Rutherford, New Jersey 07073 Vice President - Tax
Beverly Scoggins
One Meadowlands Plaza
East Rutherford, New Jersey 07073 Vice President - Human Resources
Dennis E. Codin
One Meadowlands Plaza Assistant Secretary and Associate
East Rutherford, New Jersey 07073 General Counsel
Susan M. Klebanoff
One Meadowlands Plaza Assistant Secretary and
East Rutherford, New Jersey 07073 Assistant General Counsel
Hadley E. Feldman
One Meadowlands Plaza Assistant Secretary and
East Rutherford, New Jersey 07073 Assistant General Counsel
Eugene J. Bruno
One Meadowlands Plaza
East Rutherford, New Jersey 07073 Assistant Controller
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
RESURGENS COMMUNICATIONS GROUP, INC.
(Name of Issuer)
Common Stock, No Par Value
(Title of Class of Securities)
761269 10 9
(CUSIP Number)
Arnold L. Wadler, Esq., General Counsel, (201) 804-7100
METROMEDIA COMMUNICATIONS CORPORATION, One Meadowlands Plaza
East Rutherford, New Jersey 07073
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
March 26, 1993
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A
fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed
no amendment subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to
whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
<PAGE>
SCHEDULE 13D
CUSIP No. 761269 10 9
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION No. OF ABOVE PERSON
Metromedia Communications Corporation
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3
SEC USE ONLY
4
SOURCE OF FUNDS*
WC, AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH
7
SOLE VOTING POWER 3,892,251 (includes (i) currently exercisable warrants
(at $16.00) to purchase 1,250,000 shares of Common Stock; (ii) currently
exercisable warrants (at $17.40) to purchase 1,250,000 shares of Common
Stock; (iii) currently exercisable warrants (at $10.00) to acquire 12,941
shares of Common Stock and (iv) 1,379,310 shares of Common Stock issuable
upon conversion of a currently exercisable Note.
8
SHARED VOTING POWER
9
SOLE DISPOSITIVE POWER 3,892,251 (includes (i) currently exercisable
warrants (at $16.00) to purchase 1,250,000 shares of Common Stock;
(ii) currently exercisable warrants (at $17.40) to purchase 1,250,000
shares of Common Stock; and (iii) currently exercisable warrants (at $10.00)
to acquire 12,941 shares of Common Stock; and (iv) 1,379,310 shares of
Common Stock, issuable upon conversion of a currently exercisable Note.)
10
SHARED DISPOSITIVE POWER
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,891,251
(includes (i) currently exercisable warrants (at $16.00) to purchase
1,250,000 shares of Common Stock; (ii) currently exercisable warrants
(at $17.40) to purchase 1,250,000 shares of Common Stock; (iii) currently
exercisable warrants (at $10.00) to acquire 12,941 shares of Common Stock
and (iv) 1,379,310 shares of Common Stock issuable upon conversion of a
currently exercisable Note.)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38%
14
TYPE OF REPORTING PERSON
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
<PAGE>
AMENDMENT No. 4 TO SCHEDULE 13D
THIS Amendment No. 4 supplements Schedule 13D
("Schedule 13D") filed on May 22, 1992, as amended by Amendment
No. 1 dated October 28, 1992 thereto; as amended by Amendment
No. 2 dated January 18, 1993 thereto; as amended by Amendment
No. 3 dated February 26, 1993 thereto by Metromedia Communica-
tions Corporation ("MCC"), in the following respects only
(capitalized terms used herein shall have the meanings ascribed
to such terms in the Schedule 13D):
Item 4. Purpose of Transaction.
Item 4 is amended by adding thereto the following
paragraph:
On March 26, 1993, MCC, the Issuer and LDDS Communications,
Inc. ("LDDS") entered into an amendment to the Merger
Agreement (a copy of which is attached hereto as Exhibit Q),
which provides that the previously issued Note and Warrants
will be cancelled, retired and cease to exist by virtue of
the merger without conversion or exercise thereof. The
amendment provides further that Metromedia Company will
receive, in exchange for its shares of common stock of MCC,
(i) $150 million; (ii) warrants to purchase 1,250,100 shares
of Class A Common Stock at $15.50 per share, which may be
exercised at any time on or prior to May 12, 1995 and
currently exercisable warrants to purchase 1,250,100 shares
of Class A Common Stock at $17.90 per share, which may be
exercised at any time prior to May 12, 1997; and
(iii) 63.0611% of the equity of the combined company.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to the Securities of the Issuer.
Item 6 is hereby amended by adding thereto the
following paragraph:
On March 26, 1993, MCC, the Issuer and LDDS Communications,
Inc. ("LDDS") entered into an amendment to the Merger
Agreement (a copy of which is attached hereto as Exhibit Q),
which provides that the previously issued Note and Warrants
will be cancelled, retired and cease to exist by virtue of
the merger without conversion or exercise thereof. The
amendment provides further that Metromedia Company will
receive, in exchange for its shares of common stock of MCC,
(i) $150 million; (ii) warrants to purchase 1,250,100 shares
of Class A Common Stock at $15.50 per share, which may be
exercised at any time on or prior to May 12, 1995 and
currently exercisable warrants to purchase 1,250,100 shares
of Class A Common Stock at $17.90 per share, which may be
<PAGE>
exercised at any time prior to May 12, 1997; and
(iii) 63.0611% of the equity of the combined company.
Item 7. Material to be Filed as Exhibits.
The following exhibits are annexed hereto:
Exhibit Q - Amendment No. 1 to Merger Agreement
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I hereby certify that the information set
forth in this statement is true, complete and correct.
Dated: March 31, 1993
Metromedia Communications Corporation
By:/s/ Howard Finkelstein
-----------------------------
Howard Finkelstein, President
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
RESURGENS COMMUNICATIONS GROUP, INC.
(Name of Issuer)
Common Stock, No Par Value
(Title of Class of Securities)
761269 10 9
(CUSIP Number)
Arnold L. Wadler, Esq., General Counsel (201) 804-7100
METROMEDIA COMMUNICATIONS CORPORATION
One Meadowlands Plaza
East Rutherford, NJ 07073
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 26, 1993
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A
fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
<PAGE>
SCHEDULE 13D
CUSIP No. 761269 10 9
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION No. OF ABOVE PERSON
Metromedia Communications Corporation
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3
SEC USE ONLY
4
SOURCE OF FUNDS*
WC, AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
7
SOLE VOTING POWER 3,892,251 (includes (i) currently exercisable warrants
(at $16.00) to purchase 1,250,000 shares of Common Stock; (ii)
currently exercisable warrants (at $17.40) to purchase 1,250,000 shares of
Common Stock; (iii) currently exercisable warrants (at $10.00) to acquire
12,941 shares of Common Stock, and (iv) 1,379,310 shares of Common Stock,
issuable upon conversation of a currently exercisable Note.
8
SHARED VOTING POWER
9
SOLE DISPOSITIVE POWER 3,892,251 (includes (i) currently exercisable
warrants (at $16.00) to purchase 1,250,000 shares of Common Stock;
(ii) currently exercisable warrants (at $17.40) to purchase 1,250,000
shares of Common Stock; (iii) currently exercisable warrants (at $10.00)
to acquire 12,941 shares of Common Stock, and (iv) 1,379,310 shares of
Common Stock, issuable upon conversation of a currently exercisable Note.
10
SHARED DISPOSITIVE POWER
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,892,251
(includes (i) currently exercisable warrants (at $16.00) to purchase
1,250,000 shares of Common Stock; (ii) currently exercisable warrants
(at $17.40) to purchase 1,250,000 shares of Common Stock; (iii) currently
exercisable warrants (at $10.00) to acquire 12,941 shares of Common Stock,
and (iv) 1,379,310 shares of Common Stock, issuable upon conversation of
a currently exercisable Note.
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38%
14
TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
AMENDMENT No. 3 TO SCHEDULE 13D
THIS Amendment No. 3 supplements Schedule 13D (the
"Schedule 13D") filed on May 22, 1992, as amended by Amendment
No. 1 dated October 28, 1992 thereto; as amended by Amendment
No. 2 dated January 18, 1993 thereto, by Metromedia
Communications Corporation ("MCC"), in the following respects
only (capitalized terms used herein shall have the meanings
ascribed to such terms in the Schedule 13D):
Item 4. Purpose of Transaction.
Item 4 is amended by adding thereto the following
paragraph:
On February 25, 1993, MCC, the Issuer and LDDS
Communications, Inc. ("LDDS") entered into a letter of
intent (a copy of which is attached hereto as Exhibit O)
which provides for the merger of the three companies. The
closing of the transaction is subject to the consummation of
the merger of MCC and the Issuer and customary closing
conditions. The terms of the transaction are set forth in
Exhibit O.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to the Securities of the
Issuer.
Item 6 is hereby amended by adding thereto the
following paragraph:
On February 25, 1993, MCC, the Issuer and LDDS
Communications, Inc. ("LDDS") entered into a letter of
intent (a copy of which is attached hereto as Exhibit O)
which provides for the merger of the three companies. The
closing of the transaction is subject to the consummation of
the merger of MCC and the Issuer and customary closing
conditions. The terms of the transaction are set forth in
Exhibit O.
Item 7. Material to be Filed as Exhibits.
The following exhibits are annexed hereto:
Exhibit O - Letter of Intent
Exhibit P - Press Release
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I hereby certify that the information set
forth in this statement is true, complete and correct.
Dated: February 26, 1993
Metromedia Communications Corporation
By:/s/ Howard Finkelstein
-----------------------------
Howard Finkelstein, President
<PAGE>
Exhibit A
METROMEDIA COMMUNICATIONS CORPORATION
Position with MCC
Name and and/or principal
Business Address occupation or employment
------------------------- ------------------------
John W. Kluge
One Meadowlands Plaza
East Rutherford, NJ 07073 Director and Chairman
Stuart Subotnick
One Meadowlands Plaza
East Rutherford, NJ 07073 Director and Vice Chairman
Howard Finkelstein
One Meadowlands Plaza
East Rutherford, NJ 07073 Director and President
Arnold L. Wadler
One Meadowlands Plaza
East Rutherford, NJ 07073 Senior Vice President and Secretary
Robert A. Maresca
One Meadowlands Plaza
East Rutherford, NJ 07073 Senior Vice President and Treasurer
Seymour Wigod
One Meadowlands Plaza
East Rutherford, NJ 07073 Senior Vice President
Dean Cary
One Meadowlands Plaza
East Rutherford, NJ 07073 Vice President
Mario Catuogno
One Meadowlands Plaza
East Rutherford, NJ 07073 Vice President
Fred Cige
One Meadowlands Plaza
East Rutherford, NJ 07073 Vice President
Ken Ford
One International Centre,
100 N.E. Loop 410
San Antonio, TX 78216 Vice President
David Gassler
One Meadowlands Plaza
East Rutherford, NJ 07073 Vice President
Chrysa Golashesky
One Meadowlands Plaza
East Rutherford, NJ 07073 Vice President
C. Trez Moore
One Meadowlands Plaza
East Rutherford, NJ 07073 Vice President
Kenneth A. Greene
One Meadowlands Plaza
East Rutherford, NJ 07073 Vice President
Dennis Kolb
One Meadowlands Plaza
East Rutherford, NJ 07073 Vice President
Kevin Shaughnessy
One Meadowlands Plaza
East Rutherford, NJ 07073 Vice President
Gerard Benedetto
One Meadowlands Plaza
East Rutherford, NJ 07073 Vice President
Beverly Scoggins
One Meadowlands Plaza
East Rutherford, NJ 07073 Vice President
Carl Shapiro
One Meadowlands Plaza
East Rutherford, NJ 07073 Assistant Vice President
Dennis E. Codlin
One Meadowlands Plaza
East Rutherford, NJ 07073 Assistant Secretary
Richard J. Heitmann
One Meadowlands Plaza
East Rutherford, NJ 07073 Assistant Secretary
Susan M. Klebanoff
One Meadowlands Plaza
East Rutherford, NJ 07073 Assistant Secretary
Michael Cipicchio
One Meadowlands Plaza
East Rutherford, NJ 07073 Controller
Jack Quinn
One Meadowlands Plaza
East Rutherford, NJ 07073 Assistant Controller
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
RESURGENS COMMUNICATIONS GROUP, INC.
(Name of Issuer)
Common Stock, No Par Value
(Title of Class of Securities)
761269 10 9
(CUSIP Number)
Arnold L. Wadler, Esq., General Counsel, (201) 804-7100
METROMEDIA COMMUNICATIONS CORPORATION, One Meadowlands Plaza
East Rutherford, New Jersey 07073
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
January 18, 1993
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A
fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five
percent of the class of securities described in Item 1; and (2) has filed
no amendment subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
<PAGE>
SCHEDULE 13D
CUSIP No. 761269 10 9
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION No. OF ABOVE PERSON
Metromedia Communications Corporation
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3
SEC USE ONLY
4
SOURCE OF FUNDS*
WC, AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
7
SOLE VOTING POWER 3,892,251 (includes (i) currently exercisable warrants
(at $16.00) to purchase 1,250,000 shares of Common Stock; (ii)
currently exercisable warrants (at $17.40) to purchase 1,250,000 shares
of Common Stock; (iii) currently exercisable warrants (at $10.00) to
acquire 12,941 shares of Common Stock, and (iv) 1,379,310 shares of Common
Stock, issuable upon conversion of a currently exercisable Note.
8
SHARED VOTING POWER
9
SOLE DISPOSITIVE POWER 3,892,251 (includes (i) currently exercisable
warrants (at $16.00) to purchase 1,250,000 shares of Common Stock; (ii)
currently exercisable warrants (at $17.40) to purchase 1,250,000 shares
of Common Stock; and (iii) currently exercisable warrants (at $10.00) to
acquire 12,941 shares of Common Stock; and (iv) 1,379,310 shares
of Common Stock, issuable upon conversion of a currently exercisable Note.
10
SHARED DISPOSITIVE POWER
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,892,251
(includes (i) currently exercisable warrants (at $16.00) to purchase
1,250,000 shares of Common Stock; (ii) currently exercisable warrants (at
$17.40) to purchase 1,250,000 shares of Common Stock; (iii) currently
exercisable warrants (at $10.00) to acquire 12,941 shares of Common Stock
and (iv) 1,379,310 shares of Common Stock issuable upon conversion of a
currently exercisable Note.)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38%
14
TYPE OF REPORTING PERSON
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
AMENDMENT No. 2 TO SCHEDULE 13D
THIS Amendment No. 2 supplements Schedule 13D (the
"Schedule 13D") filed on May 22, 1992, as amended by Amendment
No. 1 dated October 28, 1992 by Metromedia Communications
Corporation ("MCC"), in the following respects only (capitalized
terms used herein shall have the meanings ascribed to such terms
in the Schedule 13D):
Item 4. Purpose of Transaction.
Item 4 is amended by replacing the last paragraph
thereof with the following paragraph:
On January 18, 1993, MCC and the Issuer entered into a
merger agreement (a copy of which is attached hereto as
Exhibit M) which provides that MCC will merge into
Resurgens. The terms of the transaction are set forth
in the merger agreement. The closing of the
transaction is subject to customary closing conditions.
Item 4 is further amended by adding thereto the
following paragraph:
Metromedia Company, the parent of MCC, as successor to
ITT Communications Services, Inc. acquired currently
exercisable warrants (at $10.00 per share) to purchase
12,941 shares of Common Stock in connection with the
Issuer's plan of reorganization.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended by replacing the first
paragraph thereto with the following:
(a) MCC beneficially owns 3,892,251 shares of Common Stock,
which figure includes (i) currently exercisable
warrants (at $16.00 per share) to acquire 1,250,000
shares of Common Stock; (ii) current exercisable
warrants (at $17.00 per share) to acquire 1,250,000
shares of Common Stock; (iii) currently exercisable
Warrants (at $10.00 per share) to acquire 12,941 shares
of Common Stock; and (iv) 1,379,310 shares of Common
Stock which is the number of shares of Common Stock,
into which the Note is convertible. Such 3,892,251
shares constitutes approximately 38% of the outstanding
shares of Common Stock of the Issuer (assuming exercise
of the Warrants and conversion of the Note held by
MCC).
<PAGE>
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to the Securities of the Issuer
Item 6 is hereby amended by replacing the last
paragraph thereof with the following paragraph:
On January 18, 1993, MCC and the Issuer entered into a
merger agreement (a copy of which is attached hereto as
Exhibit M) which provides that MCC will merge into
Resurgens. The terms of the transaction are set forth
in the merger agreement. The closing of the
transaction is subject to customary closing conditions.
Item 7. Material to be Filed as Exhibits.
The following exhibits are annexed hereto:
Exhibit M - Merger Agreement (page 6)
Exhibit N - Press Release (page 79)
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I hereby certify that the information set
forth in this statement is true, complete and correct.
Dated: January 19, 1993
Metromedia Communications Corporation
By: /s/ Howard Finkelstein
-------------------------------
Howard Finkelstein, President
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
RESURGENS COMMUNICATIONS GROUP, INC.
(Name of Issuer)
Common Stock, No Par Value
(Title of Class of Securities)
761269 10 9
(CUSIP Number)
Susan M. Klebanoff, Esq. Assistant General Counsel, 201/804-6860
METROMEDIA COMMUNICATIONS CORPORATION
One Meadowlands Plaza, East Rutherford, New Jersey 07073
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 23, 1992
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
<PAGE>
SCHEDULE 13D
CUSIP No. 761269 10 9
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION No. OF ABOVE PERSON
Metromedia Communications Corporation
13-2738764
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3
SEC USE ONLY
4
SOURCE OF FUNDS*
WC, AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
7
SOLE VOTING POWER 3,879,310 (includes (i) currently exercisable warrants
to purchase 2,500,000 shares of Common Stock; and (ii) 1,379,310 shares of
Common Stock issuable upon conversion of a currently exercisable Note.)
8
SHARED VOTING POWER
9
SOLE DISPOSITIVE POWER 3,879,310 (includes (i) currently exercisable
warrants to purchase 2,500,000 shares of Common Stock; and (ii) 1,379,310
shares of Common Stock issuable upon conversion of a currently exercisable
Note.)
10
SHARED DISPOSITIVE POWER
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,879,310
(includes (i) currently exercisable warrants to purchase 2,500,000 shares
of Common Stock; and (ii) 1,379,310 shares of Common Stock issuable
upon conversion of a currently exercisable Note.)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38%
14
TYPE OF REPORTING PERSON
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
AMENDMENT No. 1 TO SCHEDULE 13D
THIS Amendment No. 1 supplements Schedule 13D (the
"Schedule 13D") filed on May 22, 1992 by Metromedia
Communications Corporation ("MCC"), in the following respects
only (capitalized terms used herein shall have the meanings
ascribed to such terms in the Schedule 13D):
Item 4. Purpose of Transaction.
Item 4 is am ended by adding the following to the
fourth paragraph thereof:
On August 12, 1992, the Resurgens' shareholders approved an
amendment to the company's articles of incorporation to
effect a recapitalization through a one-for-four reverse
stock split (the "Stock Split") pursuant to which every four
shares of Resurgens' outstanding stock on such date become
and will be exchanged for one new share of Common Stock.
The Stock Split effectively reduced the number of shares
outstanding but did not affect the number of shares
authorized for issuance. Therefore, as a result of the
Stock Split, Resurgens had a sufficient number of authorized
but unissued shares to enable MCC to exercise the Warrants.
As a result of the Stock Split, the Note is convertible into
1,379,310 shares of Common Stock, the $4.00 Warrants are now
exercisable into 1,250,000 shares of Common Stock at an
exercise price of $16.00 per share and the $4.35 Warrants
are now exercisable into 1,250,000 shares of Common Stock at
an exercise price of $17.40 per share.
Item 4 is further amended by replacing the last
paragraph thereof with the following paragraph:
On October 23, 1992, MCC and the Issuer entered into a
letter of intent (a copy of which is attached hereto as
Exhibit K) which provides that MCC and Resurgens will merge
into a newly formed entity. The terms of the transaction
are set forth in Exhibit L. The consummation of the
transaction is subject to the execution and delivery of
definitive documentation.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended by replacing the first
paragraph thereto with the following:
(a) MCC beneficially owns 3,879,310 shares of Common
Stock, which figure includes currently exercisable
warrants (at $16.00 per share) to acquire
1,250,000 shares of Common Stock, current
<PAGE>
exercisable warrants to acquire 1,250,000 shares
of Common Stock at $17.40 per share, and 1,379,310
shares of Common Stock which is the number of
shares of Common Stock into which the Note is
convertible. Such 3,879,310 shares constitutes
approximately 38% of the outstanding shares of
Common Stock of the Issuer: (assuming exercise of
the Warrants, and conversion of the Note held by
MCC).
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to the Securities of the
Issuer.
Item 6 is hereby amended by adding thereto the
following paragraph:
On October 23, 1992, MCC and the Issuer entered into a
letter of intent (a copy of which is attached hereto as
Exhibit K) which provides that MCC and Resurgens will merge
into a newly formed entity. The terms of the transaction
are set forth in Exhibit K. The consummation of the
transaction is subject to the execution and delivery of
definitive documentation.
Item 7. Material to be Filed as Exhibits.
The following exhibits are annexed hereto:
Exhibit K - Letter of Intent; and
Exhibit L - Press Release.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I hereby certify that the information set
forth in this statement is true, complete and correct.
Dated: October 28, 1992
Metromedia Communications Corporation
By:/s/ Howard Finkelstein
-----------------------------
Howard Finkelstein, President
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _____)*
RESURGENS COMMUNICATIONS GROUP, INC.
(Name of Issuer)
Common Stock, No Par Value
(Title of Class of Securities)
761269 10 9
(CUSIP Number)
Arnold L. Wadler, Esq., General Counsel, (201) 804-7100
METROMEDIA COMMUNICATIONS CORPORATION, One Meadowlands Plaza
East Rutherford, New Jersey 07073
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
May 12, 1992
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
<PAGE>
SCHEDULE 13D
CUSIP No. 761260 10 9
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION No. OF ABOVE PERSON
Metromedia Communications Corporation
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3
SEC USE ONLY
4
SOURCE OF FUNDS*
WC, AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
7
SOLE VOTING POWER 10,517,241 (includes (i) currently exercisable warrants
to purchase 5,000,000 shares of Common Stock; and (ii) 5,000,000 shares of
Common Stock issuable upon conversion of a currently exercisable Note.)
8
SHARED VOTING POWER
9
SOLE DISPOSITIVE POWER 10,517,241 (includes (i) currently exercisable
warrants to purchase 5,000,000 shares of Common Stock; and (ii)
5,000,000 shares of Common Stock issuable upon conversion of a currently
exercisable Note.)
10
SHARED DISPOSITIVE POWER
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,517,241
(includes (i) currently exercisable warrants to purchase 5,000,000 shares
of Common Stock; and (ii) 5,000,000 shares of Common Stock issuable upon
conversion of a currently exercisable Note.)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29%
14
TYPE OF REPORTING PERSON
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
This Schedule 13D is filed by Metromedia Communications
Corporation, a Delaware corporation ("MCC"). This Schedule 13D
reflects all of Metromedia's holdings of equity of the Issuer.
Item 1. Security and Issuer.
The class of equity securities to which this Statement
relates is the common stock, no par value (the "Common Stock"),
of the Issuer. The Issuer's principal executive offices are
located at 2210 Resurgens Plaza South, 945 East Paces Ferry Road,
Atlanta, Georgia 30376.
Item 2. Identity and Background.
This Statement is filed by Metromedia Communications
Corporation ("MCC"). MCC is a Delaware corporation whose
principal business is to provide long distance telephone services
to residential and commercial customers. The address of its
principal business and the address of its principal office is One
Meadowlands Plaza, East Rutherford, New Jersey 07073. Metromedia
Company, a Delaware general partnership, through its wholly-owned
subsidiaries, holds all of the capital stock of MCC. Attached
hereto as Exhibit A is a listing of the name, the residence or
business address, the citizenship, the present principal
occupation or employment and the name, principal business and
address of any corporation or other organization in which such
employment is conducted of each person who an executive officer
or director of MCC and each person who controls MCC. None of the
persons named above or in Exhibit A has, during the past five
years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or has been a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or
is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with
respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
MCC used working capital to fund the loan and in the
event MCC decides to convert the Note and/or exercise the
Warrants to purchase Common Stock, MCC will use working capital
for such purposes. The source of such funds is an investment by
Metromedia Company, in its wholly-owned subsidiary, MCC.
<PAGE>
Item 4. Purpose of Transaction.
As described more fully in Item 6, on May 12, 1992, MCC
loaned the principal amount of $20 million to Resurgens
Communications Group, Inc. (the "Issuer" or "Resurgens"), Com
Systems, Inc., a California corporation ("Com Systems"), Com
Systems Network Services, Ltd., a California limited partnership
("Network I") and Com Systems Network Services, Ltd. II, a
California limited partnership ("Network II") (each of Com
Systems, Network I and Network II are wholly-owned subsidiaries
of Resurgens and are collectively referred to as the
"Borrowers"). The Loan was made pursuant to a Loan Agreement
dated as of April 6, 1992 (the "Loan Agreement") and related
documentation dated as of May 12, 1992 (the "Loan Documents"). A
copy of the Loan Agreement and related loan documents is attached
hereto as Exhibits B through I.
The Loan is evidenced by a collateralized term note
(the "Note") and is secured by the 1+ Customer Base of the
Borrowers, which includes all of the past, present and future
customer contracts, agreements or arrangements and leads for
prospective customers and contracts, agreements or arrangements
and customer lists of each Borrower. The Note is convertible, at
any time into 5,517,241 shares of Common Stock of the Issuer.
The Note is due and payable on the earlier of May 12, 1997 or in
accordance with certain put and call options set forth in the
Loan Agreement. MCC may accelerate payment of the Note upon the
occurrence of certain Events of Default (as set forth in the Loan
Agreement). As additional security for the Loan, the Issuer
pursuant to a Pledge Agreement, a copy of which is attached
hereto as Exhibit E, pledged all of the stock of its wholly-owned
subsidiary, Com Systems, Inc. to MCC.
As additional consideration for the Loan, pursuant to a
Warrant Agreement, a copy of which is attached hereto as
Exhibit G, Resurgens delivered to MCC currently exercisable
warrants to purchase 5,000,000 shares of Common Stock, at an
exercise price of $4.00 per share. In addition, the Issuer has
agreed to use its best efforts to obtain shareholder approval on
or before November 1, 1992, to increase its authorized capital in
order to grant to MCC warrants to purchase 5,000,000 shares of
Common Stock, at an exercise price of $4.35 per share. The
parties executed a Registration Rights Agreement, attached hereto
as Exhibit J, with respect to the warrants and the Shares of
Common Stock into which the Note is convertible.
Management of MCC has had preliminary discussions with
management of the Issuer regarding the possibility of a business
combination of the two companies. No determination has been made
at this time as to if any such transaction will be pursued by
either the Issuer or MCC. Except as described above, MCC does
not presently contemplate either the acquisition of Common Stock
<PAGE>
(whether from the Issuer, open market purchases or otherwise).
However, MCC intends continually to review and evaluate the
Issuer in light of future developments, (including but not
limited to the economy, generally, conditions in the long
distance industry, market conditions and the financial condition
and business prospects of the Issuer). Other than as stated
above, MCC has no plans or proposals which relate to or which
would result in any of the actions or proposals in clauses (a)
through (j) of Item 4 of Schedule 13D.
Item 5. Interest In Securities of the Issuer.
(a) MCC beneficially owns 10,517,241 shares of Common
Stock, which figure includes currently exercisable (at
$4.00 per share) warrants to acquire 5,000,000 shares
of Common Stock(the "$4.00 Warrants") (a copy of the
Warrant is attached hereto as Exhibit H) and 5,517,241
shares of Common Stock, which is the number of shares
of Common Stock into which the Note is convertible.
The Issuer also agreed, upon shareholder approval which
it expects to obtain on or before November 1, 1992, to
grant to MCC warrants to acquire 5,000,000 shares of
Common Stock at $4.35 per share (the "$4.35 Warrants")
(a copy of the Warrant is attached hereto as
Exhibit I). Such 10,517,241 shares (which number does
not include the $4.35 Warrants) constitutes
approximately 29% of the outstanding shares of Common
Stock of the Issuer (assuming exercise of the $4.00
Warrants and conversion of the Note held by MCC).
(b) MCC has the sole power to vote and to dispose of such
shares and warrants.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to the Securities of the Issuer.
On May 12, 1992, MCC loaned (the "Loan") to the Issuer
and certain of its affiliates, the principal amount of $20
million pursuant to a Loan Agreement, dated as of April 6, 1992
and related loan documentation, dated as of May 12, 1992, by and
among the Issuer, Com Systems, Network I and Network II (the
Issuer, Com Systems, Network I and Network II, (collectively,
hereinafter the "Borrowers"). The Loan is evidenced by a
collateralized term note (the "Note") and is secured by the 1+
Customer Base of the Borrowers (the "Security"), which includes
all of the past, present and future customers, contracts,
agreements or arrangements and leads for prospective customers
and contracts, agreements or arrangements and customer lists of
each Borrower. The Note is convertible, at any time, into
5,517,241 shares of Common Stock of the Issuer.
<PAGE>
As additional consideration for the Loan, pursuant to a
Warrant Agreement (Exhibit G), Resurgens delivered to MCC
currently exercisable warrants to purchase 5,000,000 shares of
Common Stock, exercisable at $4.00 per share. Pursuant to the
Loan Agreement, the Issuer agreed to use its best efforts to
obtain shareholder approval on or before November 2, 1992 to
increase its authorized capital in order to grant to MCC warrants
to purchase 5,000,000 shares of Common Stock, exercisable at
$4.35 per share. The parties executed a Registration Rights
Agreement (Exhibit J), with respect to the Common Stock of the
Issuer it may hold as a result of exercising the Warrants and/or
converting the Note. Such agreement affords MCC certain demand
and piggyback registration rights relating to such securities.
Certain members of Management of the Issuer entered
into a Negative Pledge Agreement (Exhibit F) whereby such members
agreed not to sell or otherwise transfer their respective
interests in the Issuer during the term of the Loan Agreement.
The Note is due and payable on the earlier of May 12,
1997 or in accordance with certain put and call options set forth
in the Loan Agreement. MCC may accelerate payment of the Note
upon the occurrence of certain Events of Default (as set forth in
the Loan Agreement).
A copy of the Loan Agreement and related loan
documentation is attached hereto as Exhibits B through J.
Item 7. Material to be Filed as Exhibits.
The following exhibits are annexed hereto:
Exhibit A - Executive Officers of MCC; page 8
Exhibit B - Loan Agreement; page 11
Exhibit C - Note; page 73
Exhibit D - Security Agreement; page 76
Exhibit E - Pledge Agreement; page 86
Exhibit F - Negative Pledge Agreement; page 99
Exhibit G - Warrant Agreement; page 106
Exhibit H - Purchase Warrant No. 1; page 128
Exhibit I - Purchase Warrant No. 2; page 137
Exhibit J - Registration Rights Agreement; page 146
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I hereby certify that the information set
forth in this statement is true, complete and correct.
Dated: May 21, 1992
METROMEDIA COMMUNICATIONS
CORPORATION
By: /s/ Howard Finkelstein
--------------------------------
Howard Finkelstein, President
