UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
- --------------------------------------------------------------------------------
SCHEDULE 13G/A
(Rule 13d-102)
Information to be Included in Statements filed pursuant to
Rule 13d-1(b)(c) and 9(d) and Amendments thereto filed
pursuant to Rule 13d-2(b)
(Amendment No. 2)
Metromedia Fiber Network, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Class A Common Stock, par value $.01 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
591689104
-----------------------------------------------------------------------
(CUSIP Number)
Arnold L. Wadler, Esq., c/o Metromedia Company,
One Meadowlands Plaza, East Rutherford, New Jersey 07073
(201) 531-8050
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 7, 1999
- --------------------------------------------------------------------------------
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
- ----------
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 7
<PAGE>
SCHEDULE 13G
CUSIP No. 591689104 Page 2 of 7 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) [X]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER 31,462,048
(31,462,048 shares of Class B Common
Stock, par value $.01 per share,
freely convertible into shares of
Class A Common Stock at a rate of one
NUMBER OF share of Class A Common Stock for each
SHARES share of Class B Common Stock)
BENEFICIALLY OWNED
BY EACH REPORTING 6 SHARED VOTING POWER
PERSON
WITH 7 SOLE DISPOSITIVE POWER 31,462,048
(31,462,048 shares of Class B Common
Stock)
8 SHARED DISPOSITIVE POWER
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,462,048 (31,462,048 shares of Class B Common Stock)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.53%
12 TYPE OF REPORTING PERSON
CO
Page 2 of 7
<PAGE>
SCHEDULE 13G
CUSIP No. 591689104 Page 3 of 7 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) [X]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
5 SOLE VOTING POWER 2,028,000 (presently
exercisable options to acquire
2,028,000 shares of Class A Common
Stock at an exercise price of $0.4925
per share
NUMBER OF
SHARES 6 SHARED VOTING POWER 31,462,048
BENEFICIALLY OWNED (31,462,048 shares of Class B Common
BY EACH REPORTING Stock owned by Metromedia Company, of
PERSON which Mr. Kluge is a general partner)
WITH
7 SOLE DISPOSITIVE POWER 2,028,000
(presently exercisable options to
acquire 2,028 shares of Class A Common
Stock at an exercise price of $0.4925
per share
8 SHARED DISPOSITIVE POWER 31,462,048
(31,462,048 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
33,490,048 (33,490,048 shares of Class B Common Stock owned by
Metromedia Company, of which Mr. Kluge is a general partner, and
presently exercisable options to acquire 2,028,000 shares of Class A
Common Stock at an exercise price of $0.4925 per share
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12 TYPE OF REPORTING PERSON
IN
Page 3 of 7
<PAGE>
SCHEDULE 13G
CUSIP No. 591689104 Page 4 of 7 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) [X]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
5 SOLE VOTING POWER 4,335,224 (presently
exercisable options to acquire
2,028,000 shares of Class A Common
Stock at an exercise price of $0.4925
per share and 2,237,224 shares of
NUMBER OF Class B Common Stock (70,000 of which
SHARES are owned by the Subotnick Family
BENEFICIALLY OWNED Trust u/a dated November 5, 1998
BY EACH REPORTING between Stuart Subotnick, as Grantor
PERSON and Anita Subotnick as Trustee))
WITH
6 SHARED VOTING POWER 31,462,048
(31,462,048 shares of Class B Common
Stock owned by Metromedia Company, of
which Mr. Subotnick is a general
partner)
7 SOLE DISPOSITIVE POWER 4,335,224
(presently exercisable options to
acquire 2,028,000 shares of Class A
Common Stock at an exercise price of
$0.4925 per share, and 2,237,224
shares of Class B Common Stock (70,000
of which hare owned by the Subotnick
Family Trust u/a dated November 5,
1998 between Stuart Subotnick, as
Grantor and Anita Subotnick as
Trustee))
8 SHARED DISPOSITIVE POWER 31,462,048
(31,462,048 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
35,797,272 (presently exercisable options to acquire 2,028,000 shares
of Class A Common Stock at an exercise price of $0.4925 per share and
2,237,224 shares of Class B Common Stock; 31,462,048 shares of Class B
Common Stock owned by Metromedia Company, of which Mr. Subotnick is a
general partner, (70,000 of which are owned by the Subotnick Family
Trust u/a dated November 5, 1998 between Stuart Subotnick, as Grantor
and Anita Subotnick as Trustee)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.39%
12 TYPE OF REPORTING PERSON
IN
Page 4 of 7
<PAGE>
ITEM 4. Ownership.
See responses to Items 5, 6, 7, 8, 9 and 11 on the Cover Pages.
On October 7, 1999, Metromedia Fiber Network, Inc. (the "Registrant")
and Bell Atlantic Investments, Inc., a wholly owned subsidiary of Bell Atlantic
Corporation ("Bell Atlantic Investments") entered into a Securities Purchase
Agreement (the "Securities Purchase Agreement") under which Bell Atlantic
Investments agreed to purchase from Metromedia Fiber Networks, Inc.: (i) up to
25,558,109 newly issued shares of the Registrant's Class A Common Stock at a
price of $28.00 per share (the "Shares"); and (ii) one or more convertible
subordinated notes in the aggregate principal amount of up to $975,281,364,
which notes are convertible into shares of the Registrant's Class A Common Stock
at a conversion price of $34.00 per share (the "Notes"). Under a Voting
Agreement, dated October 7, 1999 (the "Voting Agreement"), Metromedia Company
and Messrs. Kluge and Subotnick have agreed to vote all of their shares of the
Registrant's Class B Common Stock (which constitute more than 58% of the voting
power of the Registrant's common stock) in favor of the issuance by the
Registrant of the Shares and the Notes in the aggregate in excess of 19.9% of
the number of shares of the Registrant's common stock outstanding at the
closing. The Voting Agreement is attached as Exhibit 10.1.
ITEM 7. Material to be filed as Exhibits.
The following shall be filed as exhibits:
(a) Financial Statements, Pro Forma Financial Information and Exhibits.
Exhibit 10.1 Voting Agreement, dated October 7, 1999, by and between
Metromedia Company, Mr. John Kluge and Mr. Stuart
Subotnick and Bell Atlantic Investments, Inc.
Page 5 of 7
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: October 20, 1999
METROMEDIA COMPANY
By: /s/ Arnold L. Wadler
------------------------
Name: Arnold L. Wadler
Title: Executive Vice President,
General Counsel and Secretary
/s/ John Kluge
--------------
John Kluge
/s/ Stuart Subotnick
--------------------
Stuart Subotnick
Page 6 of 7
<PAGE>
EXHIBIT INDEX
Exhibit 10.1 -- Voting Agreement, dated October 7, 1999, by and among
Metromedia Company, Messrs. John Kluge and Stuart Subotnick.
Page 7 of 7
Exhibit 10.1
Metromedia Company
215 East 67th Street
New York, New York 10021
October 7, 1999
Bell Atlantic Investments, Inc.
1095 Avenue of the Americas
New York, New York 10036
Ladies and Gentlemen:
Reference is made to the Securities Purchase Agreement, dated as of the
date hereof (the "Securities Purchase Agreement"), by and among Metromedia Fiber
Network, Inc. and Bell Atlantic Investments, Inc. Defined terms used in this
letter agreement and not otherwise defined have the meanings assigned to those
terms in the Securities Purchase Agreement.
In order to induce you to enter into the Securities Purchase Agreement
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, we hereby agree as follows:
(b) to appear, or cause the holder of record on any applicable record
date with respect to any shares of Common Stock Beneficially Owned by either of
us (the "Record Holder") to appear, in person or by proxy, for the purpose of
obtaining a quorum at any annual or special meeting of stockholders of the
Company and at any adjournment thereof at which matters relating to the
issuances of the Second Closing Date Shares, the Second Closing Date Notes and
the shares of Class A Common Stock issuable upon conversion of the Second
Closing Date Notes (collectively, the "Issuances") or any other transactions
contemplated by the Securities Purchase Agreement are considered;
(c) at any meeting of the stockholders of the Company, however called,
and in any action by consent of the stockholders of the Company, to vote, or
cause to be voted by the Record Holder, in person or by proxy, any shares held
of record or Beneficially Owned by either of us in favor of the Issuances and
the other transactions contemplated by the Securities Purchase Agreement; and
(d) until the transactions contemplated by the Securities Purchase
Agreement are consummated or the Securities Purchase Agreement is terminated, we
shall use all reasonable efforts to take, or to cause to be taken, all actions,
and to do, or cause to be done, and to assist and cooperate with other parties
in doing, all things necessary, proper and advisable to consummate and make
effective in the most expeditious manner practicable, the transactions
contemplated by the Securities Purchase Agreement.
<PAGE>
2
We further agree as follows:
(a) This letter agreement shall terminate upon the earlier to occur of
(i) the Second Closing Date, (ii) the termination of the Securities Purchase
Agreement in accordance with the terms thereof, and (iii) unless extended by
mutual agreement, June 30, 2000. Upon termination, neither of us shall have any
further obligations or liabilities under this letter agreement.
(b) Irreparable damage would occur to you in the event any provision of
this letter agreement was not performed in accordance with the terms hereof and
that you shall be entitled to specific performance of the terms hereof, in
addition to any other remedy at law or in equity.
(c) This letter agreement may not be amended except by an instrument in
writing signed by you.
(d) If any term or other provision of this letter agreement is invalid,
illegal or incapable of being enforced by any rule or law, or public policy, all
other conditions and provisions of this letter agreement shall nevertheless
remain in full force and effect so long as the economic or legal substance of
this letter agreement is not affected in any manner materially adverse to any
party. Upon such determination that any term or other provision is invalid,
illegal or incapable of being enforced, the parties hereby shall negotiate in
good faith to modify this letter agreement so as to effect the original intent
of the parties as closely as possible to the fullest extent permitted by
applicable law in a mutually acceptable manner in order that the terms of this
letter agreement remain as originally contemplated.
(e) This letter agreement shall be governed by and construed in
accordance with the laws of the State of New York applicable to agreements made
and to be performed entirely within such state without giving effect to the
provisions thereof relating to conflicts of law.
(f) Our obligations hereunder shall be "several" and not "joint" or
"joint and several." Without limiting the generality of the foregoing, under no
circumstances will either of us have any liability or obligation with respect to
any misrepresentation or breach of covenant of any other stockholder of the
Company.
<PAGE>
3
This letter agreement may be executed in one or more counterparts, each
of which shall be an original and all of which, when taken together, shall
constitute one and the same instrument. If the foregoing sets forth your
understanding with respect to the subject matter of this letter agreement,
please acknowledge by signing below.
Sincerely,
METROMEDIA COMPANY
By: /s/ Silvia Kessel
---------------------
Name: Silvia Kessel
Title: Senior Vice President
/s/ John W. Kluge
-----------------
John W. Kluge
/s/ Stuart Subotnick
--------------------
Stuart Subotnick
Agreed and accepted as of the date hereof
BELL ATLANTIC INVESTMENTS, INC.
By: /s/ Philip Seskin
- ---------------------
Name: Philip Seskin
Title: Authorized Signatory
