SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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|_| Preliminary Proxy Statement |_| Confidential, For Use
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(as permitted by
Rule 14a-6(e) (2))
|_| Definitive Proxy Statement
|_| Definitive Additional Materials
|X| Soliciting Material Pursuant to Rule 14a-11 (c) or Rule 14a-12
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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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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|_| Fee computed on table below per Exchange Act Rules 14a-6(i) (1) and
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Act Rule 0-11 (a) (2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
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ELLIOTT ASSOCIATES, L.P. ELLIOTT INTERNATIONAL, L.P.
712 Fifth Avenue c/o HSBC Financial Services (Cayman) Limited
New York, New York P.O. Box 1109 GT,
10019-4108 HSBC House, Mary Street
Grand Cayman, Cayman Islands
British West Indies
July 27, 2001
Dear Fellow MMG Stockholder:
Elliott Associates, L.P. and Elliott International, L.P. (together
"Elliott"), institutional stockholders under common management, hold over 3
million shares of common stock of Metromedia International Group, Inc. (the
"Company" or "MMG"). Elliott wishes to provide you with an update on the status
of its dealings with MMG.
We remain profoundly concerned about the continued decline in MMG's stock price.
As the graph below demonstrates, MMG'S STOCK PRICE HAS DECLINED APPROXIMATELY
87% since its initial trading day:
Graph:
Closing Price
of Metromedia
Date Common Stock
02-Nov-95 17.5
30-Nov-95 18
29-Feb-96 13.75
30-May-96 13.5
30-Aug-96 11.25
30-Nov-96 12.125
28-Feb-97 10
30-May-97 10.75
30-Aug-97 11.875
30-Nov-97 9.75
28-Feb-98 11.375
30-May-98 13.5
30-Aug-98 5.1875
30-Nov-98 4.4375
28-Feb-99 5.8125
30-May-99 8.3125
30-Aug-99 6.375
30-Nov-99 4.625
29-Feb-00 6.875
30-May-00 3.9375
30-Aug-00 3.9375
30-Nov-00 2.98
28-Feb-01 2.94
30-May-01 2.70
25-July-01 2.30
[In the letter sent to stockholders, a graph is inserted here in place of the
preceding table showing the decline in the closing price of MMG's common stock
on the American Stock Exchange from November 2, 1995, its initial trading day,
through July 25, 2001. The graph illustrates the information contained in the
immediately preceding table as follows:
X-axis (Horizontal): Date (November 2, 1995 - July 25, 2001, broken
down into quarterly intervals)
Y-axis (Vertical): Metromedia closing stock price]
MMG's closing price on the American Stock Exchange on July 25, 2001 was $2.30.
HOW MUCH DID YOU PAY FOR YOUR SHARES?
As stockholders of MMG, you should be aware that Elliott has filed a formal
complaint against the Company under Section 211 of the Delaware General
Corporation Law to compel MMG to schedule its 2001 annual meeting of
stockholders. On July 23, after a trial date was set in our case against the
Company, MMG finally announced in a press release that its annual meeting will
be held on October 12, 2001. That announcement was long overdue. In light of
this development, we are weighing alternatives in regard to our litigation.
While it is a positive development that MMG has finally set a date for its
annual meeting, we are extremely dissatisfied by the fact that MMG is forcing
its stockholders to wait another 2 1/2 months before the annual meeting. The
last annual meeting held by MMG was on May 17, 2000, meaning that close to 17
months will have elapsed between annual meetings. In our opinion, THIS DELAY IS
UNJUSTIFIED, especially in light of the poor stock price performance of MMG. The
annual meeting is the cornerstone of corporate governance and stockholder
accountability. It is unfortunate that we have had to resort to litigation
designed to force the Company to provide this most basic of rights to its
stockholders.
What is particularly troubling about MMG's announcement of the annual meeting
date is that it raises many more questions than it answers.
o MMG has still not set a record date for the annual meeting, nor
have they disclosed the exact time or place where the meeting will
be held.
o MMG has made no reference to what issues are to be voted on at
this upcoming annual meeting. You as a stockholder may be aware
that MMG has been exploring structural alternatives since November
of 2000,1 ostensibly to maximize stockholder value. Since that
time, close to nine months have passed and MMG has yet to put
forth concrete alternatives to maximize stockholder value, stating
only that:
"The Company is continuing to work with its advisors on
restructuring the Company, but has not yet finalized these
plans. Any final action will be subject to a number of
conditions in addition to final Board approval, including,
for certain transactions, obtaining the consent of the
Company's banks, bondholders and SHAREHOLDERS (emphasis
added)."2
o A plan purported to be in the works for nine months may require
stockholder consent and yet MMG still has not indicated what
issues are to be voted on at the annual meeting. When will we hear
if the Company has finalized any reorganization plan, or what that
plan includes?
You as a stockholder should be aware that Elliott has filed an amended
preliminary proxy statement with the Securities and Exchange Commission in
connection with the 2001 annual meeting of MMG stockholders. The amended
preliminary proxy statement nominates two candidates to the Board and puts
forward two stockholder proposals. The amended preliminary proxy statement,
which can be found on the SEC's website (http://www.sec.gov), discusses a number
of issues that Elliott believes have resulted in the downward trend in MMG's
stock price. Elliott urges you to read its amended preliminary proxy statement.
You may also read Elliott's relevant press releases at
(http://www.lens-inc.com/companies/mmg/mmg.html).
If you receive a proxy statement from the Company, we urge you to take no action
until after you have received our proxy statement in the mail and reviewed it.
If you have any questions or comments, please contact Lawrence Dennedy at
MacKenzie Partners, Inc. by calling toll free at 1-800-322-2885 or by mail at
MacKenzie Partners, Inc., 156 Fifth Avenue, New York, New York 10010.
Sincerely,
ELLIOTT ASSOCIATES, L.P. ELLIOTT INTERNATIONAL, L.P.
By: Elliott International Capital
By: /s/ Paul E. Singer Advisors Inc.
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Paul E. Singer Attorney-in-Fact for
General Partner Elliott International, L.P.
By: /s/ Paul E. Singer
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Paul E. Singer
President
IMPORTANT
PLEASE READ THE PROXY STATEMENT OF ELLIOTT ASSOCIATES, L.P. AND ELLIOTT
INTERNATIONAL, L.P. WHEN IT BECOMES AVAILABLE, BECAUSE IT CONTAINS IMPORTANT
INFORMATION INCLUDING INFORMATION ABOUT THE INDIVIDUALS DEEMED TO BE PARTICPANTS
IN THE SOLICITATION OF PROXIES OF METROMEDIA INTERNATIONAL GROUP, INC.
STOCKHOLDERS. 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.
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1 Metromedia International Group Board Authorizes Evaluation of Plan to Separate
Its Existing Businesses, Business Wire, Nov. 8, 2000, available at
http://www.metromedia-group.com (Company Home Page), Press Release File (stating
that its "Board of Directors had authorized management to evaluate structural
alternatives[.]")
2 Metromedia International Group Updates Previously Announced Plan to Explore
Structural Alternatives, Business Wire, July 2, 2001, available at
http://www.metromedia-group.com (Company Home Page), Press Release File.