As filed with the Securities and Exchange Commission on December 8, 2004
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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): December 8, 2004
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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NOT APPLICABLE
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(Former name or former address, if changed since last report)
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 8.01. OTHER EVENTS
On December 8, 2004, the Company announced that it has agreed to pay certain
legal expenses, subject to a cap, incurred by an ad hoc group of holders of the
Company's preferred stock. This group purports to own approximately 71% of the
outstanding shares of the Company's preferred stock and the Company anticipates
undertaking discussions with the group concerning the allocation of
consideration that would be paid to the holders of the Company's preferred and
common stock if the previously announced proposed merger of the Company is
consummated. A copy of the Company's press release is attached hereto as Exhibit
99.1 and is incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
EXHIBIT NO. DESCRIPTION
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99.1 Press Release of Metromedia International Group,
Inc., dated December 8, 2004
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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: December 8, 2004
Charlotte, NC
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
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99.1 Press Release of Metromedia International Group, Inc. dated
December 8, 2004
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