As filed with the Securities and Exchange Commission on July 18, 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): July 15, 2005
METROMEDIA INTERNATIONAL GROUP, INC.
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(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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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 2.04 Triggering Events That Accelerate or Increase a Direct
Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement
Metromedia International Group, Inc. (the "Company") has outstanding $152
million in principal amount of 10 1/2% Senior Discount Notes due 2007 (the
"Senior Notes") which are governed by an indenture (as amended by that certain
First Supplemental Indenture, dated as of June 14, 2005, the "Indenture")
between the Company and U.S. Bank Trust National Association, a national banking
association, as trustee (the "Trustee"). As previously announced by the Company
and reported in earlier Securities and Exchange Commission ("SEC") filings, the
Company has not filed with the SEC its Annual Report on Form 10-K for the fiscal
year ended December 31, 2004 (the "Form 10-K"), delivered its Form 10-K to the
Trustee and the holders of the Senior Notes and delivered certain other annual
certificates (the "Certificates") to the Trustee, in each case on or prior to
July 15, 2005 as required under the Indenture. Accordingly, an event of default
on the Senior Notes exists as of July 16, 2005, thereby permitting the Trustee
or holders of at least 25% of the aggregate principal amount of the Senior Notes
outstanding to declare all Senior Notes to be due and payable immediately. If
this were to happen, the Company would not have sufficient corporate cash
available to meet this obligation.
As announced on July 15, 2005, the Company has reached an agreement in principle
with the holder (the "Holder") of in excess of 80% of the aggregate outstanding
principal amount of the Senior Notes, subject to preparation and execution of
definitive documentation, in respect of an additional waiver of the defaults and
event of default described above through August 15, 2005, with a Company option
to extend the waiver through September 15, 2005. No event of default in respect
of the Company's failure to file the Form 10-K with the SEC, deliver the Form
10-K to the Trustee and the holders of the Senior Notes and deliver the
Certificates to the Trustee will exist during the period of the waiver and the
Senior Notes cannot be declared due and immediately payable based on the
foregoing during such period. In partial consideration of the foregoing, the
Company has committed to elect to optionally redeem all of the outstanding
Senior Notes utilizing a portion of the proceeds from the pending sale of its
interest in Peterstar ZAO.
The Company cannot at this time provide any further guidance as to when the
annual audited financial statements for fiscal year 2004 will be completed or
when the Form 10-K will be filed with the SEC.
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
July 15, 2005.
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SIGNATURE
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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: July 18, 2005
Charlotte, NC