UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities and Exchange Act of 1934
(Amendment No. ___)
Metromedia Fiber Network, Inc.
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(Name of Issuer)
Class A Common Stock, $0.01 par value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
591689 10 4
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(CUSIP Number)
Check the following box if a fee is being paid with this statement [X]. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent of less of such class.)
(See rule 13d-7).
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
CUSIP NO. _______________ 13G PAGE 2 OF 12 PAGES
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Metromedia Company
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5 SOLE VOTING POWER
3,932,756 (3,932,756 shares of Class B Common
SHARES Stock, par value $.01 per share, freely
convertible into shares of Class A Common Stock
BENEFICIALLY at a rate of one share of Class A Common Stock
for each share of Class B Common Stock)
OWNED BY
EACH 6 SHARED VOTING POWER
REPORTING
7 SOLE DISPOSITIVE POWER
PERSON 3,932,756 (3,932,756 shares of Class B Common
Stock)
WITH
8 SHARED DISPOSITIVE POWER
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,932,756 (3,932,756 shares of Class B Common Stock)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
17.3%
12 TYPE OF REPORTING PERSON*
CO
Page 2 of 12 Pages
<PAGE>
CUSIP NO. _______________ 13G PAGE 3 OF 12 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) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF 5 SOLE VOTING POWER
253,500 (253,500 presently exercisable options
SHARES to acquire shares of Class A Common Stock at an
exercise price of $1.97 per share.)
BENEFICIALLY
6 SHARED VOTING POWER
OWNED BY 3,932,756 (3,932,756 shares of Class B Common
Stock owned by Metromedia Company, of which Mr.
EACH Kluge is a general partner)
REPORTING
7 SOLE DISPOSITIVE POWER
PERSON 253,500 (253,500 presently exercisable options
to acquire shares of Class A Common Stock at an
WITH exercise price of $1.97 per share.)
8 SHARED DISPOSITIVE POWER
3,932,756 (3,932,756 shares of Class B Common
Stock owned by Metromedia Company, of which Mr.
Kluge is a general partner)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,186,256 (3,932,756 shares of Class B Common Stock owned by
Metromedia Company, of which Mr. Kluge is a general partner, and
253,500 presently exercisable options to acquire shares of Class A
Common Stock at an exercise price of $1.97 per share)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
18.3%
Page 3 of 12 Pages
<PAGE>
12 TYPE OF REPORTING PERSON*
IN
Page 4 of 12 Pages
<PAGE>
CUSIP NO. _______________ 13G PAGE 5 OF 12 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) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF 5 SOLE VOTING POWER
544,303 (253,500 presently exercisable options
to acquire shares of Class A Common Stock at an
SHARES exercise price of $1.97 per share, 288,403
shares of Class B Common Stock, and 2,400 shares
of Class A Common Stock owned by members of Mr.
BENEFICIALLY Subotnick's family)
6 SHARED VOTING POWER
OWNED BY 3,932,756 (3,932,756 shares of Class B Common
Stock owned by Metromedia Company, of which Mr.
Subotnick is a general partner)
EACH
7 SOLE DISPOSITIVE POWER
REPORTING 544,303 (253,500 presently exercisable options
to acquire shares of Class A Common Stock at an
exercise price of $1.97 per share, 288,403
PERSON shares of Class B Common Stock, and 2,400 shares
of Class A Common Stock owned by members of Mr.
Subotnick's family)
WITH
8 SHARED DISPOSITIVE POWER
3,932,756 (3,932,756 shares of Class B Common
Stock owned by Metromedia Company, of which Mr.
Subotnick is a general partner)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,477,059 (288,403 shares of Common B Common Stock, 3,932,756 shares
of Class B Common Stock owned by Metromedia Company, of which Mr.
Subotnick is a general partner, 253,500 presently exercisable options
to acquire shares of Class A Common Stock at an exercise price of
$1.97 per share, and 2,400 shares of Class A Common Stock owned by
members of Mr. Subotnick's family)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
19.3%
Page 5 of 12 Pages
<PAGE>
12 TYPE OF REPORTING PERSON*
IN
Page 6 of 12 Pages
<PAGE>
ITEM 1
(A) NAME OF ISSUER
Metromedia Fiber Network, Inc.
(B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
110 East 42nd Street
Suite 1502
New York, New York 10017
ITEM 2
(A) NAME OF PERSON FILING
Metromedia Company
John W. Kluge
Stuart Subotnick
(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
One Meadowlands Plaza
East Rutherford, New Jersey 07073
(C) CITIZENSHIP
Metromedia Company -- Delaware corporation
John W. Kluge -- U.S.A.
Stuart Subotnick -- U.S.A.
(D) TITLE OF CLASS OF SECURITIES
Class A Common Stock, $.01 par value (including
shares of Class B Common Stock, par value $.01 per share,
freely convertible at a rate of one share of Class A Common
Stock for each share of Class B Common Stock and presently
exercisable options to purchase shares of Class A Common Stock
at $1.97 per share)
(E) CUSIP NUMBER
591689 10 4
ITEM 3 IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR
13D-2(B), CHECK WHETHER THE PERSON FILING IS A:
(A) [ ] BROKER OR DEALER REGISTERED UNDER SECTION 15
OF THE ACT
Page 7 of 12 Pages
<PAGE>
(B) [ ] BANK AS DEFINED IN SECTION 3(A)(6) OF THE
ACT
(C) [ ] INSURANCE COMPANY AS DEFINED IN SECTION
3(A)(19) OF THE ACT
(D) [ ] INVESTMENT COMPANY REGISTERED UNDER SECTION
8 OF THE INVESTMENT COMPANY ACT
(E) [ ] INVESTMENT ADVISER REGISTERED UNDER SECTION
203 OF THE INVESTMENT ADVISERS ACT OF 1940
(F) [ ] EMPLOYEE BENEFIT PLAN, PENSION FUND WHICH IS
SUBJECT TO THE PROVISIONS OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974 OR
ENDOWMENT FUND; SEE SS.
240.13D-1(B)(1)(II)(F)
(G) [ ] PARENT HOLDING COMPANY, IN ACCORDANCE
WITH SS. 240.13D-1(B)(II)(G) (NOTE: SEE ITEM
7)
(H) [ ] GROUP, IN ACCORDANCE WITH SS.
240.13D-1(B)(1)(II)(H)
ITEM 4 OWNERSHIP
See responses to Items 5, 6, 7, 8, 9, and 11 of Cover Pages.
ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
IF THIS STATEMENT IS BEING FILED TO REPORT THE FACT THAT AS OF
THE DATE HEREOF THE REPORTING PERSON HAS CEASED TO BE THE BENEFICIAL OWNER OF
MORE THAN FIVE PERCENT OF THE CLASS OF SECURITIES, CHECK THE FOLLOWING [ ]
ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON
Members of Mr. Subotnick's family have the right to
receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, 2,400 shares of Class A
Common Stock.
ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY
Not applicable
Page 8 of 12 Pages
<PAGE>
ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not applicable
ITEM 9 NOTICE OF DISSOLUTION OF GROUP
Not applicable
ITEM 10 CERTIFICATION
By signing below the I certify that, to the best of
my knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were not
acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a
participant in any transaction having such purposes or effect.
Page 9 of 12 Pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
February 5, 1998
----------------
Date
Metromedia Company
By: /s/ Stuart Subotnick
--------------------
Name:
Title:
/s/ John W. Kluge
-----------------
John W. Kluge
/s/ Stuart Subotnick
--------------------
Stuart Subotnick
Page 10 of 12 Pages
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description
99.1 Joint Filing Agreement dated as of February 5, 1998
Page 11 of 12 Pages
Exhibit 99.1
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(f)(1)(iii) promulgated under the
Securities Exchange Act of 1934, as amended, the undersigned agree that the
Statement to which this Exhibit is attached is filed on behalf of each of them.
February 5, 1998
----------------
Date
Metromedia Company
By: /s/ Stuart Subotnick
--------------------
Name:
Title:
/s/ John W. Kluge
-----------------
John W. Kluge
/s/ Stuart Subotnick
--------------------
Stuart Subotnick
Page 12 of 12 Pages
