UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)(2)
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)
January 29, 2004
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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)
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).
2 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
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
5 SOLE VOTING POWER
NUMBER OF 0 (See Item 4)
SHARES
BENEFICIALLY OWNED BY 6 SHARED VOTING POWER
EACH 8,664 (See Item 4)
REPORTING
PERSON 7 SOLE DISPOSITIVE POWER
WITH 0 (See Item 4)
8 SHARED DISPOSITIVE POWER
8,664 (See Item 4)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,664 (See Item 4)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
See Item 4 [X]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
Less than 1% (See Item 4)
12 TYPE OF REPORTING PERSON*
HC
2
CUSIP NO. 00374N107 13G
1 NAME OF REPORTING PERSON
SS. OR IRS IDENTIFICATION NO. OF ABOVE PERSON
Verizon Investments Inc. #13-3191789
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
5 SOLE VOTING POWER
NUMBER OF 0 (See Item 4)
SHARES
BENEFICIALLY OWNED BY 6 SHARED VOTING POWER
EACH 8,664 (See Item 4)
REPORTING
PERSON 7 SOLE DISPOSITIVE POWER
WITH 0 (See Item 4)
8 SHARED DISPOSITIVE POWER
8,664 (See Item 4)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,664 (See Item 4)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
See Item 4
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
Less than 1% (See Item 4)
12 TYPE OF REPORTING PERSON*
HC
CUSIP NO. 00374N107 13G
1 NAME OF REPORTING PERSON
SS. OR IRS IDENTIFICATION NO. OF ABOVE PERSON
Verizon Global Networks Inc. #54-1885546
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
5 SOLE VOTING POWER
NUMBER OF 0 (See Item 4)
SHARES
BENEFICIALLY OWNED BY 6 SHARED VOTING POWER
EACH 0 (See Item 4)
REPORTING
PERSON 7 SOLE DISPOSITIVE POWER
WITH 0 (See Item 4)
8 SHARED DISPOSITIVE POWER
0 (See Item 4)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 (See Item 4)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
See Item 4
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0% (See Item 4)
12 TYPE OF REPORTING PERSON*
HC
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"). In connection
therewith, the Reporting Persons acquired beneficial ownership of
shares of the Common Stock of the Issuer as of the Effective Date
pursuant to the Plan, as well as warrants and other rights to purchase
shares of Common Stock of the Issuer in exchange for claims of the
Reporting Persons against the Issuer and its subsidiaries. As a result
of several separate transactions, the last of which settled on January
29, 2004, VGNI no longer beneficially owns any shares of Common Stock
of the Issuer and VII is no longer the record holder of any shares of
Common Stock of the Issuer. VII holds warrants to purchase 8,664 shares
of Common Stock of the Issuer and may be deemed to be the beneficial
owner of the 8,664 shares which are issuable upon exercise of those
warrants.
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VII is a direct wholly owned subsidiary of Verizon and 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 through the
right to exercise the warrants held by VII.
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 receivable in the future 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. The Reporting Persons believe that some number of
additional shares of Common Stock of the Issuer may be receivable by
them in the future pursuant to the Plan but they have no present
knowledge that any such distribution of shares is likely to occur
within the next 60 days. In addition, the Reporting Persons have reason
to believe that no such distribution would result in any of them being
deemed to be the beneficial owner of more than 5% of the shares of
Common Stock of 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 7,509,660 shares of Common Stock of the Issuer
outstanding as of the close of business on February 5, 2004, based on
information received from the transfer agent for the Issuer's Common
Stock. For purposes of such calculation for Verizon and VII, an
additional 8,664 shares of Common Stock that VII has the right to
acquire pursuant to warrants 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.
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(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:
This statement is being filed to report the fact that as of the date
hereof the Reporting Persons have ceased to be the beneficial owners of more
than five percent of the Common Stock of the Issuer.
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 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.
February 10, 2004
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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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