As filed with the Securities and Exchange Commission on January 6, 2005
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 5, 2005
METROMEDIA INTERNATIONAL GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-5706 58-0971455
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(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
8000 Tower Point Drive, Charlotte, NC 28227
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (704) 321-7380
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(Former name or former address, if changed since last report)
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Item 8.01. Other Events
On January 5, 2005, with respect to the previously announced proposed merger of
the Company, the Company announced:
o The investor group (the "Investor Group") comprised of Emergent
Telecom Ventures S.A., First National Holdings S.A. and Baring Vostok
Capital Partners (Cyprus) Limited ("Baring Vostok") has confirmed to
the Company that it has completed in all material respects its due
diligence investigation of the Company's core telephony businesses in
Russia and Georgia. Remaining due diligence work will focus
principally on MIG itself.
o The Company has granted the Investor Group an extension of the
exclusivity period to complete its due diligence review of MIG from
January 17, 2005 to February 14, 2005.
o The Investor Group has further confirmed that, following its due
diligence with respect to the Company's core businesses, it continues
to assign an aggregate enterprise value to the Company of $300 million
in respect of the proposed merger.
o Capital International Private Equity Fund IV, L.P. ("Capital
International") has notified the Company that it is no longer part of
the Investor Group. Baring Vostok has informed the Company that it
expects to fund the entire portion of the purchase price that was
previously expected to be funded by Capital International.
o Should a definitive merger agreement be executed with the Investor
Group, the Company anticipates that a meeting of its common
shareholders to vote on the approval of the transaction would occur
during the second quarter of 2005.
The press release announcing this matter is attached as Exhibit 99.1
and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits.
99.1 Press Release of Metromedia International Group, Inc.,
dated January 5, 2005
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
METROMEDIA INTERNATIONAL GROUP, INC.
By: /s/ HAROLD F. PYLE, III
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Name: Harold F. Pyle, III
Title: Executive Vice President Finance,
Chief Financial Officer and Treasurer
Date: January 6, 2005
Charlotte, NC