UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No__)(1)
AboveNet, Inc. (formerly Metromedia Fiber Network, Inc.)
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(Name Of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
00374N107
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(CUSIP Number)
September 8, 2003
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(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)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
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(1) 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 ("the 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).
CUSIP NO. 00374N107 13G
1 NAME OF REPORTING PERSON
SS. OR IRS IDENTIFICATION NO. OF ABOVE PERSON
Verizon Communications Inc. #23-2259884
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(A)[ ]
(B)[X]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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5 SOLE VOTING POWER
NUMBER OF
SHARES 0 (See Item 4)
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6 SHARED VOTING POWER
BENEFICIALLY OWNED BY
436,500 (See Item 4)
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7 SOLE DISPOSITIVE POWER
EACH
REPORTING 0 (See Item 4)
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8 SHARED DISPOSITIVE POWER
PERSON
WITH 436,500 (See Item 4)
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
436,500 (See Item 4)
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
See Item 4 [X]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.2% (See Item 4)
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12 TYPE OF REPORTING PERSON*
HC
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2
CUSIP NO. 00374N107 13G
1 NAME OF REPORTING PERSON
SS. OR IRS IDENTIFICATION NO. OF ABOVE PERSON
Verizon Investments Inc. #13-3191789
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(A)[ ]
(B)[X]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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5 SOLE VOTING POWER
NUMBER OF
SHARES 0 (See Item 4)
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6 SHARED VOTING POWER
BENEFICIALLY OWNED BY
18,200 (See Item 4)
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7 SOLE DISPOSITIVE POWER
EACH
REPORTING 0 (See Item 4)
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8 SHARED DISPOSITIVE POWER
PERSON
WITH 18,200 (See Item 4)
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,200 (See Item 4)
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
See Item 4 [X]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.2% (See Item 4)
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12 TYPE OF REPORTING PERSON*
HC
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3
CUSIP NO. 00374N107 13G
1 NAME OF REPORTING PERSON
SS. OR IRS IDENTIFICATION NO. OF ABOVE PERSON
Verizon Global Networks Inc. #54-1885546
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(A)[ ]
(B)[X]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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5 SOLE VOTING POWER
NUMBER OF
SHARES 0 (See Item 4)
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BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 418,300 (See Item 4)
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7 SOLE DISPOSITIVE POWER
EACH
REPORTING 0 (See Item 4)
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8 SHARED DISPOSITIVE POWER
PERSON
WITH 418,300 (See Item 4)
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
418,300 (See Item 4)
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
See Item 4 [ ]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.0% (See Item 4)
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12 TYPE OF REPORTING PERSON*
HC
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4
Item 1.
(a) Name of Issuer
AboveNet, Inc. (formerly Metromedia Fiber Network, Inc,)
(b) Address of Issuer's Principal Executive Offices
360 Hamilton Avenue
White Plains, New York 10601
Item 2.
(a) Name of Persons Filing
Verizon Communications Inc. ("Verizon")
Verizon Investments Inc. ("VII")
Verizon Global Networks Inc. ("VGNI")
Verizon, VII and VGNI collectively may be referred to herein
as the "Reporting Persons".
(b) Address of Principal Business Office or, if none, Residence
Verizon
1095 Avenue of the Americas
New York, New York 10036
VII
3900 Washington Street
Wilmington, Delaware 19802
VGNI
1320 N. Court House Road
Arlington, Virginia 22201
(c) Citizenship
Each of Verizon, VII and VGNI is incorporated under the laws
of the State of Delaware.
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(d) Title of Class of Securities
Common Stock, par value $0.01 per share
(e) CUSIP Number
00374N107
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 Exchange Act
(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act
(c) [ ] Insurance Company as defined in Section 3(a)(19) of the Exchange Act
(d) [ ] Investment Company registered under Section 8 of the Investment
Company Act
(e) [ ] Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E)
(f) [ ] Employee Benefit Plan or Endowment Fund in accordance with 13d-1(b)
(1)(ii)(F)
(g) [ ] Parent Holding Company or Control Person in accordance with Rule
13d-1(b)(1)(ii)(G)
(h) [ ] Savings Association as defined in Section 3(b) of the Federal
Deposit Insurance Act
(i) [ ] Church Plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J)
Item 4. Ownership
(a) Amount Beneficially Owned:
The Issuer filed a Current Report on Form 8-K with the Securities and
Exchange Commission ("SEC") on September 8, 2003 in which it reported that
it had emerged from Chapter 11 of the U.S. Bankruptcy Code on September 8,
2003 (the "Effective Date"), pursuant to the Issuer's Second Amended Plan
of Reorganization (the "Plan"). The Reporting Persons believe that they
may be deemed to have acquired beneficial ownership of in excess of 5% of
the
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Common Stock of the Issuer as of the Effective Date pursuant to the Plan
in exchange for claims of the Reporting Persons against the Issuer and its
subsidiaries.
VII is a direct wholly owned subsidiary of Verizon and may be deemed to be
the direct beneficial owner of shares of Common Stock of the Issuer. By
virtue of their relationships, Verizon and VII may be deemed to have
shared power to vote and dispose of, or to direct the vote and disposition
of, the shares that may be deemed to be beneficially owned by VII.
VGNI is a direct wholly owned subsidiary of Verizon and may be deemed to
be the direct beneficial owner of shares of Common Stock of the Issuer. By
virtue of their relationships, Verizon and VGNI may be deemed to have
shared power to vote and dispose of, or to direct the vote and disposition
of, the shares that may be deemed to be beneficially owned by VGNI.
The responses of the Reporting Persons to Rows (9) and (10) of the cover
pages of this Schedule 13G are incorporated herein by reference. VII
estimates that as of the Effective Date VII may be deemed to beneficially
own approximately 18,200 shares of Common Stock of the Issuer, which
includes the right to acquire approximately 8,700 shares of Common Stock
pursuant to warrants issued by the Issuer to VII pursuant to the Plan. The
foregoing amount does not include any shares of Common Stock for which VII
may be able to subscribe pursuant to nontransferable rights issued under
the Plan and exercisable through the first business day after the 30th day
after the Effective Date. VGNI estimates that as of the Effective Date
VGNI may be deemed to beneficially own approximately 418,300 shares of
Common Stock of the Issuer.
As of the date hereof, the Reporting Persons have been only able to
estimate the number of shares of Common Stock they may be deemed to
beneficially own because the Reporting Persons have not yet received
information sufficient to determine with precision the number of shares of
Common Stock received or receivable pursuant to the Plan. Such number of
shares cannot be finally determined until the actual amount of Allowed
Claims (as defined in the Plan) has been finally determined by the Issuer.
(b) Percent of Class:
The responses of the Reporting Persons to Row (11) of the cover pages of
this Schedule 13G are incorporated herein by reference. For purposes of
calculating the percent of Common Stock that may be deemed to be
beneficially owned, the Reporting Persons estimate that there were
approximately 8,306,465 shares of Common Stock outstanding as of the
Effective Date, based on information set forth in the Plan and in the
Issuer's Form 8-K filed with the SEC on September 8, 2003. For purposes of
such calculation for Verizon and VII, an additional 8,700 shares of Common
Stock that VII has the right to acquire pursuant to warrants
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that may be deemed to be beneficially owned by it, are to be deemed
outstanding, in accordance with Rule 13d-3 under the Exchange Act.
As of the date hereof, the Reporting Persons have been only able to
estimate their percent of class that may be deemed to be beneficially
owned because the Reporting Persons have not yet received information
sufficient to determine with precision (i) the number of shares of Common
Stock received or receivable pursuant to the Plan and (ii) the number of
shares of Common Stock outstanding. Such numbers of shares cannot be
finally determined until the actual amount of Allowed Claims (as defined
in the Plan) has been finally determined by the Issuer.
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote, (ii) shared power to
vote or to direct the vote, (iii) sole power to dispose or to direct
the disposition, and (iv) shared power to dispose or to direct the
disposition, in each case are incorporated by reference from the
responses of the Reporting Persons to Rows (5) through (8) of the
cover pages of this Schedule 13G and Item 4(a) hereof.
Item 5. Ownership of Five Percent or Less of a Class:
Not Applicable
Item 6. Ownership of More Than Five Percent on Behalf of Another Person:
Not Applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported On by the Parent Holding Company:
See Item 4.
Item 8. Identification and Classification of Members of the Group:
Not Applicable.
Item 9. Notice of Dissolution of Group:
Not Applicable.
Item 10. Certifications:
(b) By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the purpose
of or
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with the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
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SIGNATURES
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.
September 17, 2003
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VERIZON COMMUNICATIONS INC.
/s/Marianne Drost
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Signature
Marianne Drost -
Senior Vice President, Deputy General
Counsel and Corporate Secretary
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Name/Title
VERIZON INVESTMENTS INC.
/s/Janet M. Garrity
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Signature
Janet M. Garrity - President and Treasurer
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Name/Title
VERIZON GLOBAL NETWORKS INC.
/s/Robert S. Fitzmire
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Signature
Robert S. Fitzmire - Treasurer
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Name/Title
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EXHIBIT A
AGREEMENT AS TO JOINT FILING OF
SCHEDULE 13G
The undersigned hereby agree and consent to the joint filing on their
behalf of this Schedule 13G.
September 17, 2003
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VERIZON COMMUNICATIONS INC.
/s/Marianne Drost
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Signature
Marianne Drost -
Senior Vice President, Deputy General
Counsel and Corporate Secretary
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Name/Title
VERIZON INVESTMENTS INC.
/s/Janet M. Garrity
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Signature
Janet M. Garrity - President and Treasurer
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Name/Title
VERIZON GLOBAL NETWORKS INC.
/s/Robert S. Fitzmire
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Signature
Robert S. Fitzmire - Treasurer
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Name/Title
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