SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
Amendment No. |2|
METROMEDIA INTERNATIONAL GROUP Inc.
(Name of Issuer)
7-1/4% Cumulative Preferred Stock
(Title of Class of Securities)
591695-20-0
(CUSIP Number)
December 31, 2003
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* 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 ("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. 591695-20-0 13G Page 2 of 6 Pages
________________________________________________________________________________
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Private Management Group, Inc. 33-0151740
________________________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
________________________________________________________________________________
3. SEC USE ONLY
________________________________________________________________________________
4. CITIZENSHIP OR PLACE OF ORGANIZATION
State of California
________________________________________________________________________________
5. SOLE VOTING POWER
811,605
NUMBER OF _________________________________________________________________
SHARES 6. SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH n/a
REPORTING _________________________________________________________________
PERSON WITH 7. SOLE DISPOSITIVE POWER
811,605
_________________________________________________________________
8. SHARED DISPOSITIVE POWER
n/a
________________________________________________________________________________
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
811,605
________________________________________________________________________________
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
19.80%
________________________________________________________________________________
12. TYPE OF REPORTING PERSON*
IA
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Item 1(a) Name of Issuer:
METROMEDIA INTERNATIONAL GROUP Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
One Meadowlands Plaza
East Rutherford, NJ 07073-2137
Item 2(a) Name of Person Filing:
Private Management Group, Inc.
Item 2(b) Address of Principal Business Office or, if None, Residence:
20 Corporate Park, Suite 400
Irvine, CA 92606
Item 2(a) Citizenship:
State of California
Item 2(d) Title of Class of Securities:
7-1/4% Cumulative Preferred Stock
Item 2(e) CUSIP Number:
591695-20-0
Item 3. If this statement is filed pursuant to Rules 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) [_] Broker or dealer registered under Section 15 of the Act (15
U.S.C.78o);
(b) [_] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C.78c);
(c) [_] Insurance company as defined in Section 3(a)(19) of the Act (15
U.S.C.78c);
(d) [_] Investment company registered under Section 8 of the Investment
Company Act of 1940 (15 U.S.C.8a-8);
(e) [X] An Investment Adviser in accordance with Section 240. 13d-1(b)(1)
(ii)(E);
(f) [_] An employee benefit plan or endowment fund in accordance with
Section 240. 13d-1(b)(1)(ii)(F);
(g) [_] A parent holding company or control person in accordance with
Section 240. 13d-1(b)(1)(ii)(G);
(h) [_] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i) [_] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C.80a-3);
(j) [_] Group, in accordance with Section 240. 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Section 240 13d-1(c),
check this box. [ ]
Item 4. Ownership.
(a) Amount beneficially owned:
811,605
(b) Percent of class:
19.80%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
811,605
(ii) Shared power to vote or to direct the vote
n/a
(iii) Sole power to dispose or to direct the disposition of
811,605
(iv) Shared power to dispose or to direct the disposition of
n/a
Private Management Group, Inc., an investment adviser registered under Section
240. 13d-1(b)(1)(ii)(E) of the Investment Advisers Act of 1940, may have
voting authority of 811,605 shares, or 19.80% of the 4,100,000 shares of
Preferred Stock believed to be outstanding, as a result of acting as
investment adviser to its managed client accounts. Holders of the Preferred
Stock acquired the right to call a stockholder's meeting and to elect two new
directors to the company's Board of Directors as a result of the Company's
election not to declare and pay dividends for six consecutive quarters ending
September 15, 2002. Private Management Group, Inc. is also the beneficial
owner of 1,109,925 shares of Metromedia International Common Stock,
CUSIP 591695-10-1 (1.18% of the 94,034,947 shares of Common Stock outstanding
as of 12/31/2002).
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [ ].
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
n/a
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company.
n/a
Item 8. Identification and Classification of Members of the Group.
n/a
Item 9. Notice of Dissolution of Group.
n/a
Item 10. Certification.
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 and do not have the effect of changing or influencing the control of
the issuer of such securities and were not acquired and are not held in
connection with or as a participant in any transaction having such purpose or
effect.
SIGNATURE
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 9, 2004
-----------------------------
(Date)
/s/ Robert T. Summers, CFA
-----------------------------
(Signature)
Robert T. Summers, CFA
Chief Financial Officer
Private Management Group, Inc.
-----------------------------
(Name/Title)