August 05, 1999 11:14
ABOVENET COMMUNICATIONS INC files proxy for structural change.
Excerpted from DEFM14A filed on 08/05 by ABOVENET COMMUNICATIONS INC:
ABOVENET COMMUNICATIONS INC files proxy for structural change.
(4) Date Filed:
[LOGO]
[LOGO]
JOINT PROXY STATEMENT/PROSPECTUS
MERGER PROPOSED--YOUR VOTE IS VERY IMPORTANT
AboveNet Communications Inc. has agreed to merge with a subsidiary of
Metromedia Fiber Network, Inc., so that AboveNet would become a wholly owned
subsidiary of Metromedia.
If the merger is completed, AboveNet stockholders will receive 1.175 shares
of Metromedia class A common stock for each AboveNet share they own.
Metromedia's shares are traded on The Nasdaq Stock Market's National Market
under the symbol "MFNX." As of August 3, 1999, Metromedia's stock price on The
Nasdaq Stock Market's National Market was $28.13.
Metromedia cannot complete the merger without the approval of the issuance
of the shares of Metromedia's class A common stock in the merger by the holders
of a majority of the voting power of both classes of Metromedia common stock
present in person or proxy at the special meeting of Metromedia stockholders.
All of the holders of Metromedia's class B common stock, who control
approximately 66% of Metromedia's voting power, have agreed to vote in favor of
the issuance of the shares of Metromedia class A common stock in the merger. The
proposal will therefore be approved by holders of Metromedia common stock at the
Metromedia special meeting without requiring the vote of any additional
Metromedia stockholders.
AboveNet cannot complete the merger without the approval of the holders of a
majority of the common stock of AboveNet. Holders of approximately 15.5% of
AboveNet's common stock have agreed to vote for the merger. This means that the
holders of only approximately 34.6% more of AboveNet's shares must vote for the
merger to ensure its approval by AboveNet.
Metromedia and AboveNet have each scheduled a special meeting to vote on the
merger. Whether or not you plan to attend, please take the time to vote by
completing and mailing the enclosed voting form to us.
The date, time and place of the stockholder meetings are as follows:
For Metromedia stockholders:
SEPTEMBER 8, 1999
9:00 A.M.
1285 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019
For AboveNet stockholders:
SEPTEMBER 8, 1999
9:00 A.M.
1285 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019
This joint proxy statement/prospectus provides our stockholders with
detailed information about the merger. This document is also the prospectus of
Metromedia for the Metromedia class A common stock that will be issued to
AboveNet stockholders in the merger. We encourage you to read this entire
document carefully.
TABLE
S C
Stephen A. Garofalo Sherman Tuan
Chairman and Chief Executive Officer Chairman and Chief Executive Officer
TABLE
(End of Item Excerpt) |
