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As Of Filer Filing As/For/On Docs:Pgs Issuer Agent 9/18/03 McCaw Craig 3® 9/08/03 1:2 Abovenet Inc Merrill Corp-MD/FA
Document/Exhibit Description Pages Size
1: 3 Initial Statement of Beneficial Ownership of XML 9K
Securities
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| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year)
9/8/03 |
3. Issuer Name and Ticker or Trading Symbol
ABOVENET INC [ MFNXQ.PK ] |
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| 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 1,083,081 ( 1 ) | I | Fiber, LLC ( 2 ) |
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Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities) |
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|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Rights to Common Stock | ( 3 ) | 10/6/03 | Common Stock | ( 3 ) | 29.9543 | I | Fiber, LLC ( 2 ) |
| Explanation of Responses: |
| 1. Pursuant to its Second Amended Plan of Reorganization (the Plan), all previously existing equity securities of the Issuer were cancelled on 9/8/03. The Plan requires that shares of Common Stock be issued to holders of Allowed Claims; however, the allocation of those shares among the holders of Allowed Claims cannot be finally determined until the amount of Allowed Claims have been determined. Pending this determination, the Issuer will make interim distributions of a portion of the securities to be distributed under the Plan. The number of shares indicated reflects the Reporting Persons' estimate of the securities to be received by Fiber, LLC in respect of its Allowed Claims. Pending final determination of the shares of Common Stock to be issued to the holders of Allowed Claims under the Plan, the remaining securities to be distributed under the Plan are being held by the Issuer. |
| 2. The Securities are held by Fiber, LLC. The Reporting Person is a member of COM Holdings, LLC which in turn is a member of Fiber, LLC, and the Reporting Person is the sole director, Chairman, Chief Executive Officer, President and shareholder of Eagle River, Inc., which is the manager of Fiber, LLC and COM Holdings, LLC. The Reporting Person, COM Holdings, LLC and Eagle River, Inc. may be deemed to beneficially own secutiries held by Fiber, LLC. The Reporting Person, COM Holdings and Eagle River, Inc. disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein. |
| 3. Pursuant to the Plan and the Order dated August 21, 2003 confirming the Plan, the Issuer is conducting an offering of Rights (the Rights) exercisable for up to 1,669,210 shares of its Common Stock (the Rights Shares) to certain holders of Allowed Claims. In accordance with the Plan and the Order, Fiber, LCC is entitled to Rights to purchase a minimum of 417,303 Rights Shares. In the event that certain Rights are unexercised by certain other holders of Allowed Claims, Fiber, LLC may be required to exercise Rights to purchase up to 834,605 Rights Shares. |
| Remarks: |
| The Reporting Person, Craig O. McCaw, is the designated filer on his own behalf and on behalf of Fiber, LLC. COM Holdings, LLC and Eagle River, Inc. Pursuant to the Plan, the Issuer changed its name from Metromedia Fiber Network, Inc. The ticker symbol of MFN was MFNXQ.PK. AboveNet, Inc. does not currently have a ticker symbol. |
| Craig O. McCaw | 9/18/03 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
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