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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
OCTOBER 7, 1999
(Date of earliest event reported)
METROMEDIA FIBER NETWORK, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 000-23269 11-3168327
(State of Incorporation) (Commission File No.) (IRS Employer
Identification No.)
ONE NORTH LEXINGTON AVENUE,
WHITE PLAINS, NEW YORK 10601
(Address of principal executive offices, including zip code)
(914) 421-6700
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
On October 7, 1999, the Registrant and Bell Atlantic Investments, Inc., a
wholly owned subsidiary of Bell Atlantic Corporation ("Bell Atlantic
Investments") announced that they had entered into a Securities Purchase
Agreement under which Bell Atlantic Investments has agreed to purchase from the
Registrant (a) 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 (b) one or more
convertible subordinated notes in an 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"). A copy
of the Registrant's press release announcing this transaction is attached as
Exhibit 99.1 to this Current Report on Form 8-K (this "Report"). The terms of
this issuance and sale are more fully described in the Securities Purchase
Agreement that is filed as Exhibit 10.1 to this Report. The closing of the
issuance and sale of the Shares and Notes under the Securities Purchase
Agreement is subject to (i) the expiration of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (ii) approvals
from various regulatory authorities, (iii) with respect to that portion of the
issuance 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
(assuming conversion of all Notes to be acquired by Bell Atlantic Investments),
the approval of the Registrant's stockholders, and (iv) other customary closing
conditions.
At the closing of the issuance and sale of the Shares and the Notes, the
Registrant will enter into an Indenture with U.S. Bank Trust National
Association, as Trustee, governing the terms of the Notes. The form of Indenture
is filed as Exhibit 10.2 to this Report.
At the closing of the issuance and sale of the Shares and the Notes, the
Registrant and Bell Atlantic Investments will enter into registration rights
agreements giving Bell Atlantic Investments registration rights with respect to
the Shares and the Notes. The form of Equity Registration Rights Agreement is
filed as Exhibit 10.3 to this Report and the form of Notes Registration Rights
Agreement is filed as Exhibit 10.4 to this Report.
As a condition to closing, the Registrant and Bell Atlantic Investments,
together with Metromedia Company, Mr. John Kluge and Mr. Stuart Subotnick, have
agreed to enter into a Stockholders Agreement. The form of Stockholders
Agreement is filed as Exhibit 10.5 to this Report. Under the Stockholders
Agreement, except under certain circumstances, Bell Atlantic Investments will
agree to a "standstill" provision under which it will not acquire more than 22%
of the Registrant's common stock and will not participate in certain acquisition
proposals, tender offers, proxy solicitations or similar transactions with
respect to the Registrant without the consent of the Registrant's board of
directors for a period of ten years. The parties to the Stockholders Agreement
have also agreed to a number of restrictions on their respective abilities to
sell their shares of the Registrant's common stock during a period of two years
following closing of the transactions contemplated by the Securities Purchase
Agreement. In addition, the Stockholders Agreement provides for certain
tag-along rights and rights of first refusal among the parties. 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
Company 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.
Bell Atlantic Investments will also have the right to have an observer at
meetings of the Registrant's board of directors, and after converting its Notes
into shares of Class A Common Stock, Bell Atlantic Investments will have the
right to appoint two directors to the Registrant's board of directors, assuming
that Bell Atlantic Investments continues to own at least 5% of the Registrant's
outstanding common stock.
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* * *
This Report contains or incorporates by reference forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended, that include,
among others, (1) statements by the Registrant concerning the benefits expected
to result from certain business activities and transactions, (2) the
Registrant's plans to complete its communications network and (3) other
statements by the Registrant of expectations, beliefs, future plans and
strategies, anticipated developments and other matters that are not historical
facts. The Registrant cautions the reader that these forward-looking statements
are subject to risks and uncertainties, including financial, regulatory
environment, and trend projections, that could cause actual events or results to
differ materially from those expressed or implied by the statements. Such risks
and uncertainties include those risks, uncertainties and risk factors
identified, among other places, in documents filed with Securities and Exchange
Commission. The most important factors that could prevent the Registrant from
achieving its stated goals include, but are not limited to: (a) the Registrant's
failure to construct its communications network on schedule and on budget; (b)
operating and financial risks related to managing rapid growth, integrating
acquired businesses and sustaining operating cash flow to meet the Registrant's
debt service requirements, make capital expenditures and fund operations; (c)
potential fluctuation in quarterly results; (d) volatility of stock price; (e)
intense competition in the communications services market; (f) dependence on new
product development; (g) the Registrant's ability to achieve year 2000
compliance; (h) rapid and significant changes in technology and markets; (i)
adverse changes in the regulatory or legislative environment affecting the
Registrant's business; and (j) failure to maintain necessary rights of way.
These cautionary statements should be considered in connection with any
subsequent written or oral forward-looking statements that may be issued by the
Registrant or persons acting on its behalf. The Registrant undertakes no
obligation to review or confirm analysts' expectations or estimates or to
release publicly any revisions to any forward-looking statements to reflect
events or circumstances after the date hereof or to reflect the occurrence of
unanticipated events.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements, Pro Forma Financial Information and Exhibits.
Exhibit Securities Purchase Agreement, dated as of October 7, 1999, by and between the
10.1 Registrant and Bell Atlantic Investments, Inc.
Exhibit Form of Indenture, by and between the Registrant and U.S. Bank Trust National
10.2 Association, as Trustee
Exhibit Form of Equity Registration Rights Agreement by and between the Registrant and
10.3 Bell Atlantic Investments, Inc.
Exhibit Form of Notes Registration Rights Agreement by and between the Registrant and
10.4 Bell Atlantic Investments, Inc.
Exhibit Form of Stockholders Agreement by and among the Registrant, Bell Atlantic
10.5 Investments, Inc., Metromedia Company, Mr. John W. Kluge and Mr. Stuart
Subotnick
Exhibit Press Release, dated October 7, 1999, of the Registrant and Bell Atlantic
99.1 Investments, Inc.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
METROMEDIA FIBER NETWORK, INC.
By: /s/ GERARD BENEDETTO
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Name: Gerard Benedetto
Title: Senior Vice President and
Chief Financial Officer
Date: October 15, 1999
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EXHIBIT INDEX
Exhibit -- Securities Purchase Agreement, dated as of October 7, 1999, by and between
10.1 Metromedia Fiber Network, Inc. and Bell Atlantic Investments, Inc.
Exhibit -- Form of Indenture by and between Metromedia Fiber Network, Inc. and U.S. Bank
10.2 Trust National Association, as Trustee
Exhibit -- Form of Equity Registration Rights Agreement by and between Metromedia Fiber
10.3 Network, Inc. and Bell Atlantic Investments, Inc.
Exhibit -- Form of Notes Registration Rights Agreement by and between Metromedia Fiber
10.4 Network, Inc. and Bell Atlantic Investments, Inc.
Exhibit -- Form of Stockholders Agreement by and among Metromedia Fiber Network, Inc.,
10.5 Bell Atlantic Investments, Inc., Metromedia Company, Mr. John W. Kluge and Mr.
Stuart Subotnick
Exhibit -- Press Release, dated October 7, 1999, of Metromedia Fiber Network, Inc. and
99.1 Bell Atlantic Investments, Inc.
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