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Metromedia International Group, Inc.
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(Name of Registrant as Specified in Its Charter)
Elliott Associates, L.P. and Elliott International, L.P.
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[Lens Letterhead]
Contact: Richard A. Bennett Scott Sunshine
Chief Activism Officer TowersGroup
Lens (212) 354-5020
(207) 775-4296 scottsunshine@towerspr.com
rbennett@lens-inc.com
METROMEDIA INTERNATIONAL GROUP SHAREHOLDERS FILE COMPLAINT AGAINST MMG IN
DELAWARE COURT
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Shareholders Demand that MMG Schedule its 2001 Annual Meeting of
Stockholders
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NEW YORK, June 28, 2001 -- Elliott Associates, L.P. and Elliott International,
L.P. (together "Elliott"), institutional investment firms under common
management, have filed a formal complaint against Metromedia International
Group, Inc. (AMEX: MMG) to compel MMG to schedule its 2001 Annual Meeting of
Stockholders under Section 211 of Delaware General Corporation Law. Elliott is
working with Lens Investment Management, LLC ("Lens") the shareholder activist
specialist, in its dealings with MMG.
MMG last held an annual meeting for stockholders on May 17, 2000, and thus more
than 13 months have passed since this last annual meeting. As such, pursuant to
Delaware law, the Delaware court may summarily order MMG to schedule and hold an
annual meeting. Furthermore, MMG's bylaws call for the company's annual meeting
to be held no later than May each year.
Elliott Associates and Elliott International have filed an amended
preliminary proxy statement with the Securities and Exchange Commission in
connection with the 2001 Annual Meeting of MMG. The proxy nominates two
candidates to the MMG Board of Directors and puts forward two stockholder
proposals. The amended preliminary proxy statement, which can be found on the
SEC's website (www.sec.gov), outlines Elliott's concerns with the continued
downward trend of MMG stock price and discusses a host of other issues inherent
in the current management and direction of the company.
Lens applauds the filing of the Section 211 complaint by Elliott. "It is
unfortunate that legal action appears necessary to compel MMG to comply with
laws designed to protect the interests of shareholders," said Richard A.
Bennett, principal of Lens Investment Management. "The annual meeting is the
central pillar of accountability of a public company to its shareholders. We do
not understand why MMG's management has failed to call a meeting to date, and we
believe this action by Elliott is appropriate. Our skepticism regarding MMG's
repeated references to finalizing its plans regarding the sale or spin-off of
certain businesses by the end of June 2001 seems to be justified."
Metromedia International Group, Inc. is a global communications and media
company operating telephony and television businesses in Eastern Europe, the
republics of the former Soviet Union and other emerging markets. The company,
headed by Chairman John W. Kluge and CEO Stuart Subotnick, also owns the lawn
and garden equipment manufacturer Snapper, which it has called a "non-core"
asset.
Elliott Associates, L.P. and Elliott International, L.P. are institutional
investors with a collective ownership of approximately 4.0% of MMG Common Stock.
Elliott Associates is based in New York, and Elliott International is based in
the Cayman Islands. The investment activities of Elliott Associates and Elliott
International are under common management.
Founded in 1991 by Robert A.G. Monks as an investment management firm, Lens
was among the first fund managers to take an active role in corporate
governance. Over the past decade, Lens, which no longer operates as a portfolio
manager, but rather as a specialist in investor activism, has succeeded in
increasing the value of shareholders' investment in companies including Scott
Paper, American Express, Eastman Kodak and Pioneer Group. A copy of this and all
previous Lens press releases relating to MMG can be found online at
www.lens-inc.com.
PLEASE READ THE PROXY STATEMENT OF ELLIOTT ASSOCIATES, L.P. AND ELLIOTT
INTERNATIONAL, L.P. WHEN IT BECOMES AVAILABLE, BECAUSE IT CONTAINS IMPORTANT
INFORMATION. YOU MAY OBTAIN THIS PROXY STATEMENT, OR ANY OTHER RELEVANT
DOCUMENTS, FOR FREE AT WWW.SEC.GOV AND AT WWW.FREEEDGAR.COM. YOU MAY ALSO OBTAIN
THIS PROXY STATEMENT, OR ANY ----------- ----------------- OTHER INFORMATION
RELEVANT TO THE SOLICITATION OF PROXIES BY ELLIOTT ASSOCIATES AND ELLIOTT
INTERNATIONAL, BY CONTACTING LAWRENCE E. DENNEDY BY MAIL AT MACKENZIE PARTNERS,
INC., 156 FIFTH AVENUE, NEW YORK, NEW YORK 10010, OR BY CALLING MR. DENNEDY TOLL
FREE AT (800) 322-2885. PRESENTLY, A PRELIMINARY FORM OF THIS PROXY STATEMENT IS
PUBLICLY AVAILABLE.