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. 5)
Filed by the Registrant |_|
Filed by a Party other than the Registrant |X|
Check the appropriate box:
|X| Preliminary Proxy Statement |_| Confidential, For Use
of the Commission Only
(as permitted by
Rule 14a-6(e) (2))
|_| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to Rule 14a-11 (c) or Rule 14a-12
Metromedia International Group, Inc.
--------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
Elliott Associates, L.P. and Elliott International, L.P.
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i) (1) and
0-11.
(1) Title of each class of securities to which transaction applies:
--------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
--------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it is determined):
--------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
--------------------------------------------------------------------------------
(5) Total fee paid:
--------------------------------------------------------------------------------
|_| Fee paid previously with preliminary materials:
--------------------------------------------------------------------------------
|_| Check box if any part of the fee is offset as provided by Exchange
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.
(1) Amount previously paid:
--------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement no.:
--------------------------------------------------------------------------------
(3) Filing Party:
--------------------------------------------------------------------------------
(4) Date Filed:
--------------------------------------------------------------------------------
2001 ANNUAL MEETING OF STOCKHOLDERS
OF
METROMEDIA INTERNATIONAL GROUP, INC.
OCTOBER 9, 2001
--------------------------------------
PRELIMINARY PROXY STATEMENT
OF
ELLIOTT ASSOCIATES, L.P.
AND
ELLIOTT INTERNATIONAL, L.P.
--------------------
INTRODUCTION
This proxy statement and BLUE proxy card are being furnished to you in
connection with the solicitation of proxies by Elliott Associates, L.P.
("Elliott Associates") and Elliott International, L.P. ("Elliott International";
together with Elliott Associates, the "Concerned Stockholders") to be used at
the 2001 Annual Meeting of the stockholders of Metromedia International Group,
Inc., a Delaware corporation ("Metromedia" or the "Company"), to be held,
according to the Company, at 11:00 a.m., local time, on October 9, 2001 on the
Concourse Level at 1285 Avenue of the Americas, New York, New York, and at any
adjournments or postponements thereof (the "Annual Meeting").
At the Annual Meeting, three Class III Directors of Metromedia will be
elected for a three-year term expiring at the 2004 annual meeting of the
Company's stockholders. We are soliciting your proxy in support of (i) the
election of our two nominees (Robert A. G. Monks and Robert B. Holmes) as
Directors of the Company, and (ii) a vote in favor of our two proposals which
will (1) amend the Company's By-laws to allow no more than one "inside" Director
to serve on the Company's Board of Directors (the "Board") (the "Independent
Directors Proposal"), and (2) amend the Company's By-laws to allow stockholders
owning an aggregate minimum number of shares of the Company's common stock to
demand that the Company's Chairman or Vice-Chairman call special meetings of
stockholders (the "Stockholder Democracy Proposal"). These two proposals shall
be collectively referred to herein as the "Two Stockholder Proposals." For a
discussion of why we are now nominating two, and not three, Directors, please
see "ELECTION OF DIRECTORS."
If elected, Mr. Monks and Mr. Holmes each will support and advocate,
consistent with his fiduciary obligations, a program that will include:
o the immediate initiation of a sale or spin-off of the Company's Snapper
lawn and garden equipment business;
o negotiating with creditors to allow for the repurchase of Common Stock (as
defined below) and, if such negotiations are successful, the subsequent
initiation by the Company of an open market stock buy-back program for up
to $25 million in Common Stock;
o the prompt articulation of the Company's future telephony strategy, coupled
with the analysis and possible sale or spin-off of Metromedia's cable,
radio and/or paging properties; and
o the immediate analysis and, if warranted, coordination of a possible
initial public offering, spin-off, joint venture, or sale of the Company's
Chinese internet operations.
Mr. Monks and Mr. Holmes are both committed to increasing stockholder value
by supporting and advocating the plans and proposals described in this proxy
statement and making your company's management more responsive to its
stockholders. Our interest is the same as yours -- to grow the value of each
stockholders' investment in Metromedia.
Metromedia has publicly announced that the record date for determining
stockholders entitled to notice of and to vote at the Annual Meeting is August
31, 2001 (the "Record Date"). Stockholders of record at the close of business on
the Record Date will be entitled to one vote at the Annual Meeting for each
share of the Company's common stock, $1.00 par value (the "Common Stock"), held
by them on the Record Date. As set forth in the proxy statement of the Company
filed with the Securities and Exchange Commission ("SEC") on [date] (the
"Company Proxy Statement"), as of the close of business on the Record Date there
were [Number] shares of Common Stock issued and outstanding.
The Concerned Stockholders are first furnishing this proxy statement and
BLUE proxy card to stockholders on or about September [___], 2001.
The Company's principal executive offices are located at One Meadowlands
Plaza, East Rutherford, New Jersey 07073.
IMPORTANT
At the Annual Meeting, the Concerned Stockholders are seeking (i) to have
you elect Mr. Monks and Mr. Holmes as Class III Directors of the Company, and
(ii) to secure your approval of both the Independent Directors Proposal and the
Stockholder Democracy Proposal.
The election of Mr. Monks and Mr. Holmes requires the affirmative vote of
the plurality of shares present in person or by proxy at the Annual Meeting and
entitled to vote on the election of Directors. Only shares of Common Stock that
are voted in favor of a particular nominee will be counted toward such nominee's
attaining a plurality of votes. YOUR VOTE IS IMPORTANT. PLEASE ACT TODAY.
The passage of the Independent Directors Proposal and the Stockholder
Democracy Proposal each requires the affirmative vote of a majority of the
holders of shares of Metromedia stock entitled to vote in the election of
Directors at the Annual Meeting. Only shares of Common Stock that are voted in
favor of a particular proposal will be counted toward such proposal's attaining
a majority of votes. Practically speaking this means that abstentions and broker
non-votes are tantamount to votes against these proposals. It is important that
you vote "FOR" each of the Two Stockholder Proposals.
WE URGE YOU TO SIGN, DATE AND MAIL TODAY THE ENCLOSED
BLUE PROXY VOTING "FOR" THE ELECTION OF MR. MONKS AND MR. HOLMES AND
"FOR" THE TWO STOCKHOLDER PROPOSALS.
A vote FOR Mr. Monks and Mr. Holmes will provide you--the true owners of
the Company--with representatives on your company's Board of Directors who are
committed to increasing the value of your stock.
We urge you NOT to sign any proxy card sent to you by the Company. If you
have already done so, you have every right to change your vote and instead vote
for the election of Mr. Monks and Mr. Holmes and for our Two Stockholder
Proposals simply by doing one of the following:
(1) Sign, date and mail the enclosed BLUE proxy card, which must be dated
after any proxy you may have already submitted to the Company, to us at the
following address:
Elliott Associates, L.P.
c/o MacKenzie Partners, Inc.
156 Fifth Avenue
New York, New York 10010
Telephone: (800) 322-2885
- or -
(2) Vote in person at the Annual Meeting.
Please call MacKenzie Partners, Inc. toll free at 1-800-322-2885 if you
require assistance or have any questions.
See "HOW TO DELIVER YOUR PROXY" below for more information.
REMEMBER, ONLY YOUR MOST RECENTLY DATED PROXY COUNTS.
---------- o ---------- o ----------
WHO ARE WE?
We, the Concerned Stockholders, are institutional investors under common
investment management who invest our capital in public and private companies,
including a number of companies in the telecommunications industry. Our goals
include identifying, creating and increasing stockholder value in each company
in which we invest, and we believe our years of investing experience have
enabled us to identify companies whose stockholder value has room to grow. We
believe Metromedia is clearly such a company. That is why we have undertaken, at
our own considerable expense, to solicit your proxies.
We believe that stockholders like you are the true owners of their
companies. So if a company in which we have invested is in our opinion being
poorly managed, we will often try to speak with its management about our
concerns. However, when management and/or its Board of Directors refuses to
consider our suggestions or if, in our opinion, its plans do not adequately
address increasing the company's stock price, we are forced to plead our case to
our fellow stockholders.
Our desire to increase the value of Metromedia's Common Stock has also led
us to seek the assistance of Lens Investment Management, LLC, a Delaware limited
liability company ("Lens") and a stockholder activist specialist. See "CERTAIN
INFORMATION CONCERNING THE CONCERNED STOCKHOLDERS AND OTHER PARTICIPANTS IN THE
SOLICITATION" below for more information on the relationship between the
Concerned Stockholders and Lens. Robert A. G. Monks, one of our nominees, is
currently the Chairman of Lens. Together, the Concerned Stockholders and Lens
attempted several times prior to filing a preliminary proxy statement to
communicate our concerns to the Company and discuss Metromedia's stock
performance. The Company was unresponsive.
On April 16, 2001, four days after the preliminary proxy statement of the
Concerned Stockholders was filed with the SEC, representatives of the Concerned
Stockholders and Lens did meet with senior management of the Company. We believe
that meeting was not productive. Despite expressing sympathy with several of our
critiques of the Company, senior management did not, in our opinion, have any
solutions or proposals to improve the performance of the Company's stock price.
Furthermore, although we were invited to bring potential Board candidates to
their attention, the Company thus far has failed to respond to our subsequent
written request to add to the Board nominees suggested by us. See "Meeting With
Metromedia's Management" below for more information.
WHY ARE WE MAKING THIS SOLICITATION?
THE CONCERNED STOCKHOLDERS, CURRENTLY WITH A COLLECTIVE OWNERSHIP OF
APPROXIMATELY 4.0% OF METROMEDIA'S COMMON STOCK, ARE HIGHLY CONCERNED BY THE
COMPANY'S OPERATING PERFORMANCE AND LOW STOCK PRICE. WE BELIEVE OUR NOMINEES
WILL BE MORE RESPONSIVE TO EXPLORING ALTERNATIVES DESIGNED TO INCREASE
STOCKHOLDER VALUE.
WHY SHOULD YOU SUPPORT OUR NOMINEES/PROPOSALS?
We believe Mr. Monks and Mr. Holmes to be experienced and highly qualified
nominees who are each committed to increasing value for all Common Stockholders.
Our nominees have extensive experience in advocating the interests and rights of
stockholders, and they take your concerns seriously. If elected, Mr. Monks and
Mr. Holmes will both seek to increase your stockholder value through their
advocacy and support of, consistent with their fiduciary obligations, a program
that will include:
A. the immediate initiation of a sale or spin-off of the Company's Snapper
lawn and garden equipment business;
B. negotiating with creditors to allow for a repurchase of Common Stock and,
if such negotiations are successful, the subsequent initiation by the
Company of an open market stock buy-back program for up to $25 million in
Common Stock;
C. the prompt articulation of the Company's future telephony strategy, coupled
with the analysis and possible sale or spin-off of Metromedia's cable,
radio and/or paging properties; and
D. the immediate analysis and, if warranted, coordination of a possible
initial public offering, spin-off, joint venture, or sale of the Company's
Chinese internet operations.
Mr. Monks and Mr. Holmes also would encourage Metromedia's Board of
Directors:
(i) to greatly simplify and clarify the financial statements,
(ii) to insist that management dedicates its full time to running this Company,
and resign from all other management positions at other public companies,
(iii)to steer Metromedia on a path that would facilitate Wall Street analyst
coverage of Metromedia, and
(iv) to implement protective measures that would prevent affiliates of
Metromedia Company, including John W. Kluge, the Chairman of the Board of
Metromedia, and Stuart Subotnick, the Vice Chairman, Chief Executive
Officer and President of Metromedia, from taking Metromedia private to the
detriment of all Metromedia stockholders.
Based upon the history of each of our nominees working to increase
stockholder value while serving on the boards of various companies, we believe
that Mr. Monks and Mr. Holmes would be two forceful voices on your Board by
encouraging the implementation of all of these plans, which we strongly believe
would increase stockholder value. See "ELECTION OF DIRECTORS" below for more
information concerning our nominees.
The Independent Directors Proposal, upon adoption, immediately amends the
Company's By-laws to allow only one insider to serve on the Board, except that
existing Directors may serve the remainder of their terms. Despite the Company's
public statement that your Board will likely be controlled by a private entity
of John W. Kluge's,(1) the adoption of this Proposal will insure that when
Metromedia selects future nominees, it cannot choose insiders allied with the
Company or John W. Kluge. Future nominees will need to be independent. See the
"Inside Directors" discussion in the "We Believe Metromedia Is Run Like A
Private Company" section of this proxy statement.
The Stockholder Democracy Proposal, upon adoption, immediately amends the
Company's By-laws to allow a stockholder or combination of stockholders
collectively owning at least 1,500,000 shares of Common Stock to force, by
written demand, the Chairman or Vice-Chairman of the Board to call special
meetings of stockholders. This changes the current status quo, where the
stockholders are powerless to call a meeting. Currently, only the Chairman or
Vice-Chairman of the Company can call a meeting.
We believe the 1,500,000 share threshold in the Stockholder Democracy
Proposal eliminates the Company's repeatedly expressed position, namely the
concern that giving stockholders the right to call a meeting will allow any
stockholder the power to cause a costly meeting to be called, thus wasting
Metromedia's money. We believe that holders of 1,500,000 shares have a
significant economic interest in not unnecessarily using corporate resources. It
is our view that if such a stockholder, or group of stockholders, believes it is
important to call a special meeting, such stockholder or group of stockholders,
should have that ability. Remember, this is your Company; those are your
resources. We believe the stockholders should have this right. For more
information on the Two Stockholder Proposals, see the "How Do The Two
Stockholder Proposals Help?" Section and the "Our Proposals" Section of this
proxy statement.
While it is our hope and good faith belief that the election of our
nominees, the adoption of our Two Stockholder Proposals, and the enactment of
our proposals should contribute significantly to the increase of stockholder
value, there can be no assurances of such results.
WHAT IS WRONG WITH METROMEDIA?
A. 86% Drop in Stock Price Since November 1995
The numbers tell the story.
o Since November 2, 1995 (when Metromedia's shares were first publicly
traded), Metromedia's Common Stock price went from above $18 on its initial
trading day down to $1.90 on December 27, 2000. As of August 23, 2001, the
closing price of Metromedia's Common Stock was $2.46 per share.
o Since November 2, 1995, the S&P 500 and the NASDAQ telecom index both
increased while Metromedia's Common Stock price decreased. The Chart below
shows that $100 invested in Metromedia on November 2, 1995 would be worth,
as of August 23, 2001, approximately $14, as compared with approximately
$197 if invested in the S&P 500. Additionally, $100 invested in the NASDAQ
telecom index would be worth, as of August 23, 2001, over $122.
In our opinion, Metromedia's current Board has made no progress in
increasing the Common Stock price for several years. We are highly confident
that Metromedia's poor Common Stock price performance is of great concern to all
of Metromedia's stockholders, as it has been to us for some time.
The Concerned Stockholders have continuously held shares of Metromedia
Common Stock since 1998. We currently hold over 3.7 million shares of Common
Stock, or approximately 4.0% of the Company. We continue to hold shares of
Common Stock because we believe that we have an effective plan to reverse the
general downward spiral of the Company's stock price and increase value for all
Metromedia's stockholders. In our opinion, the election of Mr. Monks and Mr.
Holmes to the Board and the adoption of both of our Two Stockholder Proposals
could be key steps in the hopeful resurgence of Metromedia's stock price.
As you can see from the first graph below, from November 2, 1995 to the
present, the Company's stock price has declined from a price above $18 to its
recent price level below $3.00 per share. This represents a decline of almost
86% from November 2, 1995. As of August 23, 2001, Metromedia's closing Common
Stock price was $2.46 per share. How do you feel about Metromedia's stock price
performance? Do you have any confidence that Metromedia's current Board will be
effective in increasing the stock price?
The second graph highlights how Metromedia has performed in comparison to
the S&P 500 Index. While Metromedia's stock price is approximately 86% below
where it was in November 1995, the S&P 500 Index has increased 97% in the same
time period. The second graph vividly illustrates that $100 invested in
Metromedia on November 2, 1995 would be worth less than $20 today (i.e., less
than 1/5th as much), while $100 invested in the S&P 500 Index at the same time
would be worth over $197 today (i.e., almost twice as much). Put another way, if
you had invested that $100 in Metromedia on November 2, 1995 and another person
had invested $100 in the S&P 500 Index at the same time, that other person's
investment would now be worth more than ten times your investment. We believe
that by any objective and fair measure, that is an attention-grabbing contrast
in performance. In spite of this performance, we do not believe that the Board
has made a concerted effort to rectify this problem and, in our opinion, does
not seem to act as if a problem truly exists.
You be the judge:
Graph #1:
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
23-Aug-01 2.46
[Graph #1: In the proxy statement sent to stockholders, a graph will be inserted
here showing the decline in the closing price of Metromedia's Common Stock from
November 2, 1995 through August 23, 2001. Graph #1 will illustrate the
information contained in the immediately preceding table as follows:
X-axis (Horizontal): Date (November 2, 1995 - August 23, 2001 by
quarterly intervals)
Y-axis (Vertical): Metromedia closing stock price]
Graph #2:
The following table represents the value of $100 invested on November 2, 1995 in
each of Metromedia and the S&P 500 Index as of the following quarterly dates:
S&P
Date Metromedia 500 Index
---- ---------- ---------
02-Nov-95 100.00 100.00
30-Nov-95 102.86 102.65
29-Feb-96 78.57 108.60
30-May-96 77.14 113.90
30-Aug-96 64.29 110.56
30-Nov-96 69.29 128.37
28-Feb-97 57.14 134.10
30-May-97 61.43 143.84
30-Aug-97 67.86 152.52
30-Nov-97 55.71 162.01
28-Feb-98 65.00 177.94
30-May-98 77.14 184.97
30-Aug-98 29.64 174.17
30-Nov-98 25.36 197.32
28-Feb-99 33.21 209.99
30-May-99 47.50 220.76
30-Aug-99 36.43 224.52
30-Nov-99 26.43 235.52
29-Feb-00 39.29 231.71
30-May-00 22.50 241.21
30-Aug-00 22.50 254.80
30-Nov-00 17.03 222.98
28-Feb-01 16.80 210.26
30-May-01 15.43 211.64
23-Aug-01 14.06 197.06
[Graph #2: In the proxy statement sent to stockholders, a graph will be inserted
here which will reflect the value of a $100 investment made on November 2, 1995
in each of the Metromedia Common Stock and the S&P 500 Index on a particular
date through August 23, 2001. Graph #2 will illustrate such information as
follows:
X-axis (Horizontal): Date (November 2, 1995 - August 23, 2001 by
quarterly intervals)
Y-axis (Vertical): Value of a $100 investment originally made
on November 2, 1995]
Most companies today can blame a lagging stock price at least partially on
current market conditions. Metromedia cannot. Metromedia's stock price has
steadily declined for over five years. Are we to believe that Metromedia's
management now has a viable plan to increase the Company's stock price?
B. We Believe Metromedia Has A Complex Corporate Structure
We believe that Metromedia's corporate structure is unnecessarily complex.
The Company owns what we consider to be a disparate and mismatched collection of
assets across the globe; specifically, communications assets in Russia, Eastern
Europe and China, along with, inexplicably, the Snapper lawn and garden
equipment business. In our opinion, this complex web of direct and indirect
equity interests acts as a barrier to understanding Metromedia.
Moreover, Metromedia reports these equity interests on both a consolidated
as well as an unconsolidated basis. In our opinion, this makes it even more
difficult to understand the Company's financials.
For example, the Company reported in its 10-K405/A filed with the SEC on
May 1, 2001 for the year ended December 31, 2000:
o Its assets were spread across 53 separate business entities;
o 24 of these business entities were consolidated and 29 were not;
o Metromedia owned a different percentage in at least 26 of these entities
with such ownership percentages ranging from 25% to 100%;
o The business headquarters of these 53 business entities were located in
20 different countries stretching from the United States to China; and
o These business entities represent seven (7) different industry
segments (wireless telephony, fixed and other telephony, internet
services, cable television, radio broadcasting, paging, and lawn and
garden equipment).
We can see no apparent benefit to the public stockholder by structuring the
Company in this fashion.
C. We Believe Metromedia's Financial Reporting Is Unclear
Partly as a result of this organizational complexity, Metromedia suffers
from what we can only view as "murky" financial reporting.
o Some operations report their financial results with a three-month delay,
making it impossible to have a clear picture of the Company's financial
health at a particular moment in time.
o The financial statements do not differentiate between subscribers
attributed to the consolidated businesses and those attributed to the
unconsolidated businesses. Instead, Metromedia reports the number of
subscribers on a combined basis, such that investors do not know how many
subscribers are attributable to a particular unit.
o No distinction is made between investments in, and advances to, particular
operating entities.
We believe that taken as a whole, the opacity of Metromedia's financial
reporting makes it nearly impossible for public investors to truly understand
the financial health and condition of the Company. In our view, this is
inappropriate for a public corporation where countless stockholders make
investment decisions and risk their capital based on the information that the
Company's management and Directors provide. We believe that the failure to
convey intrinsic value in what we believe to be a clear manner serves no
understandable purpose and should be corrected.
D. Lack Of Street Coverage
Since June 1999, not a single Wall Street analyst has covered Metromedia.
Despite spending millions of dollars on investment banking fees in the past few
years, management has been unable to convince a single equity analyst to follow
the Company.
We believe a lack of coverage translates into a lack of institutional and
retail interest and hence a lack of trading activity. As a result of this lack
of trading activity, the stock price of the Common Stock suffers. You as a
stockholder suffer.
Notwithstanding management's claims that it has tried to secure Wall Street
analyst coverage for the Company, its efforts have failed. This failure is
unacceptable in our view. We believe this failure is not fair to you, the true
owners of Metromedia.
The Concerned Stockholders believe that the organizational complexity and
lack of reporting clarity may discourage analysts from covering the Company.
Accordingly, the Concerned Stockholders want to see these items corrected and
want the Company to take immediate and concerted steps to secure analyst
coverage as promptly as possible. We believe that obtaining such coverage should
be a much greater priority of the Company.
E. Snapper
It appears to us that Metromedia's current management and Board cannot
decide what to do with the Snapper lawn and garden equipment unit. During the
last five years, Snapper has been the subject of repeated strategy reversals.
Sometimes Snapper is for sale,(2) sometimes it is not.(3) Sometimes Snapper
products are distributed exclusively through dealers,(4) and sometimes Snapper
products are distributed through retailers.(5) Instead of selling Snapper over
five years ago, when management first said it was a "non-strategic asset,"(6)
Metromedia's current management and Board have chosen, for reasons we do not
understand, to retain ownership of what the Company repeatedly admits is a
non-core asset.(7) We do not believe that Snapper has, or ever had, a strategic
fit with the rest of the Company.
You, the stockholders, may fairly ask: When will the Company sell Snapper?
Metromedia's management and current Board do not seem to have an answer to
that question. They have been indecisive on this issue. We, the Concerned
Stockholders, are not indecisive. We have a plan. We believe that the Company
should immediately commence the process of selling or spinning-off Snapper. If
elected, Mr. Monks and Mr. Holmes will advocate such a process, consistent with
their fiduciary duty. We believe the sale or spin-off of Snapper should result
in an increase of stockholder value to be shared by you, the owners of the
Company.
In November 2000, the Board announced yet another reversal of strategy when
it authorized Metromedia's management to evaluate separating its Snapper
business as well as its Metromedia China and radio and cable businesses from its
telephony assets. Then, on March 1, 2001, the Board announced that it had
retained Salomon Smith Barney and ING Barings, investment banking firms, to
advise the Company on the selling or spinning-off of such assets. The Company's
10-Q filed August 14, 2001 for the quarter ending June 30, 2001 states that the
Board is in discussions with Snapper's banks and bondholders regarding a
restructuring. We believe that at first blush this sounds encouraging, but the
Company has not disclosed any particulars regarding any such restructuring plans
and Metromedia has made similar restructuring announcements before, particularly
in regard to the sale of Snapper.
During our April 16 meeting with senior management, the Company explained
how the Snapper operation had improved meaningfully in recent years. We
acknowledge that fact, noting that Snapper's EBITDA in 1999 of $18.6 million(8)
represented a return to pre-merger 1994 levels, when EBITDA was $17.9
million.(9) We wonder, however, what prevented management from divesting Snapper
in 1999 or 2000? Now that Snapper's EBITDA is declining again (down to $9.6
million in 2000),(10) will management again postpone indefinitely its
divestiture, citing bad timing?
You, as a stockholder, deserve to know that management is seriously
pursuing strategies to increase your stockholder value. We believe that Mr.
Monks and Mr. Holmes, consistent with their fiduciary obligations, will take
steps to support the sale or spin-off of Snapper.
F. We Believe Metromedia Is Run Like A Private Company
We believe that Metromedia is run in some ways as if it were a private
company rather than a public company. In our view, the combination of the
following features results in a Company that is not properly accountable to its
stockholders:
o Other Demands on Management's Attention
According to Metromedia's own 10-K405/A that it filed with the SEC on May
1, 2001, several of its senior executive officers are not employed exclusively
by Metromedia. Furthermore, both the Company's Chief Executive Officer and
President, and the Company's Chief Financial Officer, hold senior executive
employment positions in other public companies.
Ask yourself this: How many other public companies can you name where being
a chief executive officer or chief financial officer is a part-time job?
According to the 10-K405/A filed by the Company on May 1, 2001, the Company's
Chief Executive Officer and President, and the Company's Chief Financial
Officer, each spent approximately 20-25 hours per week on Company matters. We
believe that the position of executive officer of a public company listed on a
public exchange is challenging enough on a full-time basis; simultaneously
holding senior executive positions in other public companies would seem to be an
unmanageable distraction.
The Concerned Stockholders believe that you, the rightful owners of
Metromedia, deserve the full-time, best efforts attention of each senior
executive of the Company. We believe that you have a right to know that these
highly paid executives are looking after your investment each and every day for
the entire day. Based on the Company's own disclosure, that simply is not
happening now.
The Concerned Stockholders believe it is well past the time for your senior
management to resign their positions in those other public companies and devote
their full time and best efforts to protecting your interests and increasing
your stockholder value.
o Inside Directors
The Concerned Stockholders believe that five (5) of Metromedia's eight (8)
Directors can fairly be characterized as insiders. A majority of the Board,
therefore, are not "independent directors," as defined by the California Public
Employees Retirement System ("CalPERS"), a highly regarded authority on
corporate governance. Indeed, on March 21, 2001, CalPERS named Metromedia to its
"Focus List" of five companies needing corporate governance improvement, and
CalPERS specifically cited the deficient number of independent directors as a
reason for the designation.(11)
Current practice favors the board of a public company to be comprised
primarily of truly independent outside directors. Applying the CalPERS standard,
a majority of Metromedia's Board is not truly independent. A Board comprised of
a majority of independent Directors fosters greater accountability to you. We
believe that independent directors are more attuned to stockholder concerns than
corporate insiders.
Moreover, the Company itself has asserted that your Board is controlled,
not by you, its public stockholders, but by Metromedia Company, a separate
private company effectively controlled by John W. Kluge and Stuart Subotnick. In
a filing with the SEC on October 1, 1999, the Company stated emphatically:
"Metromedia Company effectively controls Metromedia International Group and has
the power to influence the direction of our operations and prevent a change of
control." The Company continued, in words approved by your management, "[F]or
the foreseeable future it is likely that directors designated or nominated by
Metromedia Company will continue to constitute a majority of the members of the
board of directors. As a result, Metromedia Company will likely control the
direction of future operations of Metromedia International Group."(12) (Emphasis
Added.)
We ask: Why should the direction of future operations be directed by
Metromedia Company, and not by all the stockholders?
o Officers Paid by Metromedia Company
According to the preliminary proxy statement filed by Metromedia on August
27, 2001 (the "Metromedia Preliminary Proxy Statement"), Stuart Subotnick, the
Company's Chief Executive Officer and President, is paid in his capacity as
general partner of Metromedia Company and Silvia Kessel, the Company's Chief
Financial Officer, and Vincent D. Sasso, Jr., the Company's Vice
President-Financial Reporting, are each "employed and paid by Metromedia
Company. They did not receive any salaries or other payments from [the
Company]."
When you combine what we believe to be the distraction of executive
officers who hold multiple jobs with a Board dominated by insiders who, the
Company admits, are controlled by John W. Kluge's Metromedia Company, ask
yourself: Who is looking out for the interests of the approximately 80% of
stockholders who are unaffiliated with or not controlled by insiders?
G. The Possible Buy-Out Surprise
It is a matter of public record that in 1983 John W. Kluge, then at the
helm of Metromedia Inc., took Metromedia Inc. private in a $1.2 billion
management-led buy-out, only to subsequently re-sell those assets for close to
$6.5 billion. The former public stockholders of Metromedia Company did not share
in that impressive windfall. Only Mr. Kluge and his associates reaped this
bounty.
Metromedia, which is only one small part of Mr. Kluge's widespread
semi-private/semi-public empire, is currently trading near a five year low.
Would you be willing to bet that Mr. Kluge (who is 15th on the Forbes 400 list
of richest Americans for the year 2001 with an estimated net worth of $10.9
billion) has not thought of taking the Company private by purchasing the
depressed shares of Metromedia and then subsequently re-selling the Company's
assets at a substantial premium?
We, the Concerned Stockholders, believe that we have a practical, viable
plan that will help increase value for all holders of Common Stock. It is a plan
built on giving a greater voice both (i) to nominees committed to advocating
stockholder interests, and (ii) directly to you, the stockholders. Now we are
asking for your support for our nominees, proposals and programs. We appeal to
you to elect Mr. Monks and Mr. Holmes to the Board to help support and advocate
these plans to increase stockholder value. To contribute further to the increase
of stockholder value, we also ask you to support both the Independent Directors
Proposal and the Stockholder Democracy Proposal.
PLEASE vote your BLUE proxy card FOR Mr. Monks and Mr. Holmes, and FOR both
the Independent Directors Proposal and the Stockholder Democracy Proposal.
HOW DO THE TWO STOCKHOLDER PROPOSALS HELP?
The Independent Directors Proposal is designed to fill your Board with
truly independent Directors, as determined by the CalPERS standards. We believe
that passage of this proposal would give the insiders remaining on the Board a
clear message that the status quo is no longer acceptable. From that point on,
the interests of the unaffiliated public stockholders should become paramount.
Passage of this proposal would also tell the investment community that
Metromedia and its management are serious about increasing stockholder value --
your value. See "ELECTION OF DIRECTORS" below for more information concerning
the effect of the approval of the Independent Director Proposal. The Stockholder
Democracy Proposal would force the Board to listen to you, its stockholders. We
believe that both the Board, which lacks a majority of independent Directors, as
well as management, would have to listen more carefully to the voice of
stockholders. If ignored, stockholders owning a sufficient number of shares of
Common Stock could finally force them to listen to the stockholders.
At each of the last three annual stockholder meetings, a certain
stockholder has proposed that the Company should amend its Certificate of
Incorporation and By-laws to allow each holder of Metromedia Common Stock the
right to call special stockholder meetings. In each of its proxy statements for
the 1998, 1999 and 2000 annual stockholder meetings, the Company opposed this
proposal by stating, among other things, that giving stockholders the right to
call special meetings would allow any stockholder the power to cause a costly
meeting to be called, thus wasting Metromedia's money. The Concerned
Stockholders believe that they have crafted the Stockholder Democracy Proposal
to address and eliminate Metromedia's objections. We believe that holders of
1,500,000 shares have a significant economic interest in not unnecessarily using
corporate resources. It is our view that if such a stockholder, or group of
stockholders, believes it is important to call a special meeting, such
stockholder or group of stockholders should have that ability. Owners of less
than 1,500,000 shares of Common Stock are not necessarily denied the right to
demand that a meeting be called under the Stockholder Democracy Proposal. Such
holders can form a group with other stockholders to satisfy the minimum
threshold to demand such a meeting be called. In our opinion, the Stockholder
Democracy Proposal provides the appropriate balance between protecting the
Company against wasteful and inefficient meetings being called and providing
stockholders with a significant economic interest the right to be heard.
PAST ACTION TO INCREASE STOCKHOLDER VALUE
A. Retention of Lens by the Concerned Stockholders
On September 18, 2000, the Concerned Stockholders retained Lens, a
stockholder activist group, to assist in communicating with Metromedia. The
Concerned Stockholders believed that Lens' involvement would help sharpen
management's focus on improving the current stock price. For more information on
the relationship between the Concerned Stockholders and Lens, see "CERTAIN
INFORMATION CONCERNING THE CONCERNED STOCKHOLDERS AND OTHER PARTICIPANTS IN THE
SOLICITATION" below.
B. Lens Letter to Metromedia
On September 29, 2000, Lens delivered a public letter to Stuart Subotnick
expressing its "profound disappointment with the ability of the company's
current Board and management to maximize the substantial value we feel is
represented in the firm's assets." Lens asked for an opportunity to discuss
constructively the issues concerning stockholders. After initially agreeing to
meet, Metromedia later abruptly and unexpectedly canceled this meeting upon less
then 48 hours prior notice.
C. Section 220 Action by Lens
On November 29, 2000, Richard A. Bennett, the Chief Activism Officer of
Lens and a holder of Common Stock, and Cede & Co. as the nominee for Mr.
Bennett, filed an action pursuant to Section 220 of the Delaware General
Corporation Law. This law gives stockholders the statutory right to examine
corporate books and records. Mr. Bennett sought to inspect Metromedia's books
and records to determine whether John W. Kluge and Stuart Subotnick breached
their fiduciary duties by engaging in related party transactions that were
unfair to Metromedia and its stockholders, and by wasting Metromedia's assets.
The action was filed because Metromedia did not voluntarily agree to
produce the documents demanded by Mr. Bennett within the statutory time-period
for voluntary production. Prior to trial, Mr. Bennett and Metromedia reached a
tentative settlement in which Metromedia agreed to produce specified documents
on or before April 11, 2001. Metromedia provided certain documents on that date.
D. Stockholder Proposals
On December 14, 2000, Elliott Associates submitted its Independent Director
Proposal to Metromedia, and on December 15, 2000, Elliott International
submitted its Stockholder Democracy Proposal to Metromedia.
On January 29, 2001, Metromedia wrote to the SEC asking the SEC to take no
action against Metromedia if Metromedia were to exclude the Stockholder
Democracy Proposal from its Company Proxy Statement in reliance on Rule
14a-8(i)(11) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). On February 2, 2001, counsel for the Concerned Stockholders wrote a
letter of opposition to the SEC, asserting that Metromedia's reliance on Rule
14a-8(i)(11) was unjustified. On March 27, 2001, the Division of Corporate
Finance at the SEC notified Metromedia that it would not recommend to the
Commission that it take enforcement action against the Company, if in its sole
discretion, the Company chooses to omit the Stockholder Democracy Proposal from
its Company Proxy Statement. However, you can still vote FOR the Stockholder
Democracy Proposal by using the enclosed BLUE proxy card, and we encourage you
to do so today.
E. Informal Stockholder Meeting Organized by Lens
On February 14, 2001, Lens arranged an informal meeting of the Company's
stockholders in New York City. The meeting, held at the Concerned Stockholders'
sole expense, served as a forum for stockholders to exchange information about
the Company and to discuss management's performance and the Company's value.
Approximately 100 people and institutions representing about 25% of the
Company's Common Stock attended in-person or telephonically. Although no
particular action was advocated and no support or proxies solicited, it was in
our opinion very clear that stockholders were extremely disappointed with the
current management of the Company and its inability to increase stockholder
value. Furthermore, we believe that Metromedia's management has given no
indication that it is genuinely concerned about the issues expressed by its
stockholders at this informational forum.
F. Notice of Nomination
On March 13, 2001, the Concerned Stockholders submitted a Notice of
Nomination to the Company nominating Mr. Monks, John P. M. Higgins (see the
"ELECTION OF DIRECTORS" section) and Mr. Holmes to serve as Class III Directors
of the Company. By this time, the Concerned Stockholders had decided that
Metromedia's inattention to, and lack of success in, increasing the Common Stock
price justified a proxy contest, and in this Notice of Nomination, the Concerned
Stockholders expressed their intent to conduct a proxy contest.
G. Meeting with Metromedia's Management
After several failed attempts to meet with the Company's management to
discuss our concerns, management finally agreed to meet with us. The meeting
took place at the Company's New York City business address at 10:00 a.m. on
Monday, April 16, 2001, four days after we originally filed our preliminary
proxy statement with the SEC and over six months after the original request for
a meeting. Stuart Subotnick, Silvia Kessel and David Persing, the Company's
Chief Executive Officer and President, Chief Financial Officer, and General
Counsel, respectively, met with us. During the meeting, Mr. Subotnick conceded
that he believed that the corporate structure was very complex, and that such
complexity in turn made the Company difficult to understand, although he tried
to argue that the complexity was unavoidable. He expressed sympathy with the
difficulty of understanding the Company. Mr. Subotnick also stated that the
Company was looking to add an independent Director to the Board and asserted
that the Company would be willing to consider, and even meet with, nominees we
brought to their attention. (See "Letter to Stuart Subotnick" below for more
information.) At the end, after senior management attempted to answer our
questions, we realized that the Company did not appear to be on a course that
sounded meaningfully different than the one it has been on for years; a course
that has seen the Company's stock price drop approximately 86% since November
1995.
H. Letter to Stuart Subotnick
On April 17, 2001, the day after our meeting with Mr. Subotnick, we wrote a
letter asking the Company to consider each of our nominees to fill the vacancy
on the Board. We asked Mr. Subotnick to contact Richard Bennett at Lens to set
up an interview with each nominee. As of the date of this proxy statement, the
Company has not given us the courtesy of a response.
I. Proxy Contest
And now, to further the goals of all the stockholders of the Company, we,
at our own expense, are delivering this proxy statement to you. We are asking
for your support. By supporting our nominees and the Two Stockholder Proposals,
we believe that we can address the concerns stated above and return the
management of the Company to you, the true and rightful owners of Metromedia.
Please keep in mind that if elected, our nominees will not constitute a majority
of the Board. Therefore, by themselves, they will not be in a position to cause
the Board to enact any of the actions proposed by us in this proxy statement.
However, we believe that the election of Mr. Monks and Mr. Holmes will send a
message to the Company's management and the remaining Directors that the
Company's focus should be on creating value for all stockholders. In addition,
each of our nominees will work towards convincing the other Directors,
consistent with his fiduciary duties, to pursue our proposed actions which we
believe will increase your stockholder value. While we and our nominees believe
and hope that our proposed actions will help to increase the value of the Common
Stock, it is possible that our nominees' fiduciary obligations to you will lead
our nominees to pursue alternative courses of action that they deem to be in
your best interests.
J. 211 Action by the Concerned Stockholders
On June 28, 2001, the Concerned Stockholders filed an action pursuant to
Section 220 of the Delaware Corporation Law to compel the Company to call the
Annual Meeting. At the time we filed our complaint, more than 13 months had
passed since the Company's last annual stockholders' meeting. On July 23, 2001
(following the scheduling of an August 10, 2001 trial date by the Delaware Court
of Chancery), Metromedia publicly announced that it would hold its Annual
Meeting on October 12, 2001. On July 31, 2001, Metromedia subsequently announced
that the Record Date for such meeting would be August 31, 2001. While we were
satisfied that the date of the Annual Meeting had finally been announced, we
thought that it was unfortunate that the Company did not announce the meeting
date before we had to go to court to protect the rights of stockholders to a
timely annual meeting. After a stipulation and order setting the meeting date
was signed by the Delaware Court of Chancery and filed, we informed the Court
that the August 10 trial date was unnecessary. Pursuant to this stipulation and
order, Metromedia agreed not to change the date of the Annual Meeting or the
Record Date without the permission of either the Concerned Stockholders or the
Delaware Court of Chancery. On August 13, 2001, consistent with the stipulation
and order, we consented to the change in the date of the Annual Meeting to
October 9, 2001.
CONCLUSION
You, the Company's stockholders, are the true owners of Metromedia. You
should control its destiny. Metromedia is not a private company; it is a public
company. Despite the admission by the Company that it is controlled by
Metromedia Company, one of John Kluge's companies, the Board exists to serve
you. You deserve a Board that is responsive and effective in increasing
stockholder value, and a management team truly committed to those goals. We
believe that Metromedia's present Board and management have failed to perform in
these areas. It is a matter of fact, not opinion, that Metromedia's stock price
has fallen precipitously on their watch. The Company's stockholders deserve Mr.
Monks and Mr. Holmes to be elected to the Board to help support and advocate our
plans to increase stockholder value. If, like us, you believe that you should
have the opportunity to have a say in the future of your Company, we urge you to
vote your BLUE proxy card FOR Mr. Monks and Mr. Holmes and FOR both the
Independent Directors Proposal and the Stockholder Democracy Proposal.
Unless you attend the Annual Meeting in person your proxy is the only means
available for you to vote and be heard by your Company's management. YOUR VOTE
IS EXTREMELY IMPORTANT REGARDLESS OF THE NUMBER OF SHARES YOU OWN. PLEASE ACT
TODAY.
OUR PROPOSALS
We will present the following two proposals for approval by the Company's
stockholders at the Annual Meeting. These proposals, if passed by the
stockholders, will immediately take effect without the need for any action of
the Board.
1. The Independent Directors Proposal
"NOW THEREFORE, BE IT RESOLVED, that pursuant to Section 109 of the
Delaware General Corporation Law, Article Twelfth of the Corporation's Restated
Certificate of Incorporation and Article 9 of the Corporation's By-laws, the
Corporation's shareholders hereby amend Article III of the Corporation's By-laws
to add the following Section 15, such amendment to become effective following
approval by holders of a majority of the shares of the Corporation's common
stock entitled to vote in the election of Directors of the Corporation:
'Section 15. The Board of Directors of the Corporation shall at no time
contain more than one (1) Inside Director, except for persons who are
Inside Directors at the time this Section 15 becomes effective, who
shall be permitted to complete their then existing term of office. For
purposes of this Section 15, "Inside Director" means a Director (i) who
is an officer or employee of the Corporation or any subsidiary or
affiliate of the Corporation, or (ii) who otherwise derives income from
the Corporation or any subsidiary or affiliate of the Corporation,
either directly or indirectly, other than compensation for his/her
services as a Director. Notwithstanding any other provision of these
By-laws, this Section 15 may not be altered, amended or repealed,
except by vote of a majority of the holders of the shares of the
Corporation's common stock entitled to vote in the election of
Directors of the Corporation.'"
2. The Stockholder Democracy Proposal
"NOW THEREFORE, BE IT RESOLVED, that pursuant to Section 109 of the
Delaware General Corporation Law, Article Twelfth of the Corporation's Restated
Certificate of Incorporation and Article 9 of the Corporation's By-laws, the
Corporation's stockholders hereby amend Article II Section 2 of the
Corporation's By-laws as follows, such amendment to become effective following
approval by holders of a majority of the shares of the Corporation's common
stock entitled to vote in the election of the Directors of the Corporation:
'Section 2. Special Meetings. Special meetings of the stockholders for
any purpose may be called at any time by the Chairman or Vice Chairman
of the Board of Directors, and must be called by the Chairman or Vice
Chairman of the Board of Directors upon written demand by any
stockholder, or trust, group or other combination of stockholders,
collectively owning no less than 1,500,000 shares of the Corporation's
common stock at the date of demand, a number which shall be adjusted
proportionally in accordance with any future stock splits, reverse
stock splits or similar events. For purposes of this Section 2,
stockholders eligible to demand a meeting shall include stockholders of
record and beneficial owners of the Corporation's common stock,
provided that all of such beneficial owners provide proof of beneficial
ownership in accordance with Paragraph (b)(2)(i) of Regulation ss.
240.14a-8 under the Securities Exchange Act of 1934 (except that such
beneficial owners need not supply proof of ownership for the one year
period called for in such paragraph). Special meetings shall be held at
such place or places within or without the State of Delaware and at
such time or times as shall from time to time be designated by the
Board of Directors or by the persons demanding the calling of the
meeting and stated in the demand for such meeting. At a special meeting
no business shall be transacted and no corporate action shall be taken
other than that stated in the notice of the meeting. At a meeting
called pursuant to written demand as described above, only the business
stated in such demand shall be transacted. Notwithstanding any other
provision of these By-laws, this Section 2 may not be altered, amended
or repealed, except by vote of a majority of the holders of the shares
of the Corporation's common stock entitled to vote in the election of
Directors of the Corporation.'"
ELECTION OF DIRECTORS
According to publicly available information, the Company's Board currently
consists of eight (8) Directors divided into three classes. Directors hold
office for staggered terms of three years (or less if they are filling a
vacancy) and until their successors are elected and qualified. One of the three
classes, comprising approximately one third of the Directors, is elected each
year to succeed the Directors whose terms are expiring. This year there are
three (3) incumbent Class III Directors whose terms will expire at the 2001
Annual Meeting: Clark A Johnson, Sylvia Kessel, and John S. Chalsty. Mr. Chalsty
was appointed to fill a vacancy, and has never been elected by the stockholders.
We urge you to elect Mr. Monks and Mr. Holmes as Class III Directors of the
Company at the 2001 Annual Meeting. Mr. Monks and Mr. Holmes have furnished the
information set forth next to their names below concerning their principal
occupations and business experience. Each of these nominees has consented to
being named in this proxy statement and to serve as a Director of the Company if
elected. If elected, Mr. Monks and Mr. Holmes each would hold office until the
2004 Annual Meeting of stockholders and until a successor has been elected and
qualified, or until his earlier resignation, death or removal. Although we have
no reason to believe that either Mr. Monks or Mr. Holmes will be unable to serve
as a Director, if one or both of them shall not be available for election, the
persons named on the BLUE proxy card have agreed to vote for the election of
such other nominees as we may propose. We urge you to carefully consider Mr.
Monks' and Mr. Holmes' qualifications and abilities to represent your interests.
Pursuant to the terms of Section 4.15 of Metromedia's Series A and Series B
10 1/2% Senior Discount Notes Due 2007 Indenture (the "Indenture"), the notes
issued under the Indenture shall become immediately due and payable upon a
change of control. A change of control includes "the first day on which a
majority of the members of the Board of Directors are not Continuing
Directors[.]" The Indenture defines a "Continuing Director" as any of the
persons serving as directors on the Board at the time of the merger (of the
Company, PLD Telekom and Moscow Communications, Inc. under the Agreement and
Plan of Merger dated as of May 18, 1999 (the "Agreement and Plan of Merger"),
and any new Director whose election or appointment to the Board or whose
nomination for election by the stockholders of the Company was approved by the
Continuing Directors then in office. Continuing Directors shall not include any
persons nominated by News America Incorporated to serve as Directors, and thus
Martin Pompadur is not counted as a Continuing Director.
If the Company takes no corrective action as described below and all three
of the individuals we previously intended to nominate were to be elected to the
Board, only four out of the eight Directors of the Company would be considered
Continuing Directors under the terms of the Indenture, and the change in control
provision in the Indenture could be triggered. Naturally, the Company could
prevent such a happening by appointing a ninth Director to the Board as it has
informed us it intends to do, and we call upon the Company to do so without
delay. Alternatively, the Board could approve our three original nominees, which
we also call on the Company to do without delay. However, we have no reason to
believe that the Company has any intention of appointing a ninth Director or
approving our three original nominees prior to the Annual Meeting. As a result,
to prevent the possibility of causing a change in control under the terms of the
Indenture through the election of our three original nominees, we have instead
nominated only two persons, Mr. Monks and Mr. Holmes, and have withdrawn Mr.
Higgins.
Additionally, we believe that the terms of the Indenture do not affect
the Independent Director Proposal. We believe that in the future, as long as the
Continuing Directors then in office elect or approve the nomination of any
Independent Director, then the change in control provision as relating to the
Continuing Directors in the Indenture will not be triggered.
Our Nominees for Director:
ROBERT A. G. MONKS Age 67 Mr. Monks is currently the Chairman of
Lens, a Delaware limited liability company
and a shareholder activist specialist.
Mr. Monks has been a principal in Lens since
1990 and a participant in the management of
Lens from 1990 until 2000. Since March 1996,
Mr. Monks has also served as a director of Ram
Trust Services Inc., a Portland, Maine-based
investment management organization ("Ram"),
and as Joint Deputy Chairman of Hermes Lens
Asset Management Ltd., a United Kingdom
corporation and an investment management and
investment advisory business ("Hermes"),
since 1998. Formerly, Mr. Monks served as a
Director of Tyco International Ltd., a
diversified manufacturing and service
company, the Jeffries Group, and The Boston
Company, an institutional investor.
ROBERT B. HOLMES Age 69 Mr. Holmes has served as Senior Advisor at
Lens since 1995. Since March 1996, he has
been an advisor to Mitsubishi Corporation, a
Japanese trading company, an advisor to
Mitsubishi International Corp., the primary
United States subsidiary of Mitsubishi
Corporation, an advisor to MC Financial
Services, Inc., a United States subsidiary of
Mitsubishi Corporation, an advisor to Nihon
Nosan Koygo K.K., a Japanese company that
processes grain, animal feed products and
various consumer food products since 1998, a
director of Atlantic from 1994 until 1996,
and a director of Dayton Superior
Corporation, a manufacturer of metal and
plastic fittings, from 1996 until 2000.
Mr. Holmes is currently a director of
Mitsubishi International Corp. and an
advisory director of Ripplewood Holdings
L.L.C., a manager of private equity funds.
Mr. Monks and Mr. Holmes both have years of
experience in advising public companies on
how to increase stockholder value. We believe
that this is what this Company needs. That is
why we have nominated them. With your
support, they will use their vast experience
to increase the value of your investment.
The accompanying BLUE proxy card will be voted at the Annual Meeting in
accordance with your instructions on such card. You may vote FOR the election of
Mr. Monks and Mr. Holmes as Directors of the Company or withhold authority to
vote for any of them by marking the proper box(es) on the BLUE proxy card. If no
marking is made, you will be deemed to have given a direction to vote all of
your shares of Common Stock FOR the election of each of Mr. Monks and Mr.
Holmes.
We believe that it is in your best interest to elect Robert A. G. Monks and
Robert B. Holmes as Directors of Metromedia at the Annual Meeting, and strongly
recommend a vote "FOR" their election. Your vote is important regardless of the
number of shares you own. Please act today by signing, dating and mailing your
BLUE proxy card.
ADOPTION OF THE STOCKHOLDER PROPOSALS
Neither the Stockholder Democracy Proposal nor the Independent Directors
Proposal is advisory. This means neither proposal allows the Board to merely
take the demands of the stockholders under consideration without taking action.
These proposals, if passed by the stockholders, will immediately take effect
without the need for any action of the Board.
The accompanying BLUE proxy card will be voted at the Annual Meeting in
accordance with your instructions on such card. You may vote FOR the Independent
Directors Proposal and FOR the Stockholder Democracy Proposal or withhold
authority to vote for one or both of such stockholder proposals by marking the
proper box(es) on the BLUE proxy card. If no marking is made, you will be deemed
to have given a direction to vote all of your shares of Common Stock FOR both
the Independent Directors Proposal and the Stockholder Democracy Proposal.
We believe that it is in your best interest to vote in favor of both of
these stockholder proposals at the Annual Meeting, and strongly recommend a vote
"FOR" both of the stockholder proposals. Your vote is important regardless of
the number of shares you own. Please act today by signing, dating and mailing
your BLUE proxy card.
OTHER MATTERS TO BE CONSIDERED AT THE 2001 ANNUAL MEETING
According to the Metromedia Preliminary Proxy Statement, Metromedia's
stockholders, in addition to electing new Directors and voting on the Two
Stockholder Proposals, will also vote on the following proposals:
Ratification Of Selection Of Independent Accountants
The Board has selected KPMG LLP, independent auditors, to audit
Metromedia's financial statements for the fiscal year ending December 31, 2001
(the "Accountant Ratification Proposal").
THE CONCERNED STOCKHOLDERS RECOMMEND THAT METROMEDIA'S STOCKHOLDERS VOTE
"FOR" THE RATIFICATION OF THE SELECTION OF KPMG LLP AS METROMEDIA'S INDEPENDENT
AUDITORS.
The NYCTRS Proposal
According to the Metromedia Preliminary Proxy Statement, Alan G. Hevesi,
investment adviser and a trustee of the New York City Teachers' Retirement
System ("NYCTRS"), c/o The City of New York, office of the Comptroller, 1 Centre
Street, New York, New York 10007-2341, beneficial owner of 65,600 shares
Metromedia Common Stock, has submitted the following proposal on behalf of
NYCTRS (the "NYCTRS Proposal"):
"BE IT RESOLVED, that the shareholders of Metromedia International
Group request that the Board of Directors amend the certificate of
incorporation to reinstate the rights of the shareholders to take
action by written consent and to call special meetings."
For the reasons provided in NYCTRS's supporting statement as set forth in
the Metromedia Preliminary Proxy Statement, the Concerned Stockholders support
the NYCTRS Proposal. It should be noted that NYCTRS's proposal is simply a
recommendation to the Board and, even if approved by Metromedia stockholders,
the Board will have no legal obligation to pursue such amendments. However, the
Concerned Stockholders believe that any reasonable proposal that seeks to
increase the rights of Metromedia stockholders should be considered by the
Board. Therefore, in addition to recommending that stockholders vote "FOR" the
Stockholder Democracy Proposal, the Concerned Stockholders recommend that
Metromedia's stockholders also vote "FOR" the NYCTRS Proposal.
THE CONCERNED STOCKHOLDERS RECOMMEND THAT METROMEDIA'S STOCKHOLDERS
VOTE "FOR" THE NYCTRS PROPOSAL.
CalPERS Stockholder Proposal
Kayla J. Gillan, General Counsel of CalPERS, Lincoln Plaza, P.O. Box
942708, Sacramento, California 95814, beneficial owner of approximately
2,807,174 shares of Mertromedia Common Stock, has submitted the following
proposal on behalf of CalPERS (the "CalPERS Proposal"):
"RESOLVED, that the stockholders of Metromedia International Group,
Inc. urge the Board to take the steps necessary, in compliance with
applicable law, to reorganize itself into one class."
For the reasons provided in CalPERS's supporting statement as set forth in
the Metromedia Preliminary Proxy Statement, the Concerned Stockholders support
the CalPERS Proposal. It should be noted that CalPERS' proposal is simply a
recommendation to the Board and, even if approved by Metromedia stockholders,
the Board will have no legal obligation to take such steps. However, the
Concerned Stockholders believe that declassifying the Board, in conjunction with
the Independent Directors Proposal, will make the Board more accountable to its
stockholders. Therefore, in addition to recommending that stockholders vote
"FOR" the Independent Directors Proposal, the Concerned Stockholders recommend
that Metromedia's stockholders also vote "FOR" the CalPERS Proposal.
THE CONCERNED STOCKHOLDERS RECOMMEND THAT METROMEDIA'S STOCKHOLDERS
VOTE "FOR" THE CALPERS PROPOSAL.
If any other matters are to be voted on at the Annual Meeting that were
unknown to the Concerned Stockholders a reasonable time before this
solicitation, the Concerned Stockholders will vote their shares of Common Stock
and all proxies held by them in accordance with their best judgment with respect
to such matters.
VOTING RULES AND PROCEDURES
The shares of Common Stock are the only class of capital stock of the
Company entitled to vote for the election of Directors and on proposals at the
Annual Meeting. Every holder of Common Stock is entitled to one vote for each
share of Common Stock held. In accordance with the Company's By-laws, at the
Annual Meeting the holders of a majority in interest of all stock issued,
outstanding and entitled to vote at a meeting shall constitute a quorum.
Under Delaware law, abstaining votes and broker non-votes are considered to
be present for purposes of a quorum but are not deemed to be votes cast. A
broker "non-vote" occurs when a nominee holding shares for a beneficial owner
does not vote on a particular proposal because the nominee does not have
discretionary voting power with respect to that item and has not received
instructions on how to vote from the beneficial owner.
Only holders of record as of the close of business on the Record Date will
be entitled to vote. If you were a stockholder of record on the Record Date, you
will retain your voting rights for the Annual Meeting even if you sell or have
sold your Common Stock after the Record Date. Accordingly, it is important that
you vote the shares you held on the Record Date, or grant a proxy to vote such
shares on the BLUE proxy card, even if you sell or have already sold your
shares.
Election of Directors
As set forth in the Company's By-laws and the Company Proxy Statement, a
plurality of the votes duly cast is required for the election of Directors,
assuming a quorum is present or otherwise represented at the Annual Meeting.
Consequently, only shares of Common Stock that are voted in favor of a
particular nominee will be counted toward such nominee's attaining a plurality
of votes. Shares of Common Stock present at the meeting that are not voted for a
particular nominee (including broker non-votes and shares of Common Stock
present by proxy where the stockholder properly withheld authority to vote for
such nominee) will not be counted toward such nominee's attainment of a
plurality.
Stockholder Proposals
The Stockholder Democracy Proposal and the Independent Directors Proposal
will each be approved upon the affirmative vote of a majority of the holders of
shares of Metromedia stock entitled to vote in the election of Directors at the
Annual Meeting. The NYCTRA Proposal and the CalPERS Proposal will each be
approved upon the affirmative vote of the holders of a majority of the shares of
Common Stock present in person or represented by proxy at the Annual Meeting.
Only shares of Common Stock that are voted in favor of a particular proposal
will be counted toward such proposal's attaining a majority of votes. Shares of
Common Stock present at the meeting that are not voted for a particular proposal
(including broker non-votes and shares of Common Stock present by proxy where
the stockholder properly withheld authority to vote for such proposal) will not
be counted toward such proposal's attainment of a majority.
Accountant Ratification Proposal
The Accountant Ratification Proposal will be approved upon the affirmative
vote of the holders of a majority of the shares of Common Stock present in
person or represented by proxy at the Annual Meeting.
Our Business Proposals
The Company's stockholders will not be afforded a separate opportunity to
vote on our business proposals set forth in this proxy statement unless such
opportunity is otherwise provided to them by the Board.
HOW TO DELIVER YOUR PROXY
You are urged promptly to sign, date and mail the enclosed BLUE proxy card
in the enclosed envelope to the following address:
Elliott Associates, L.P.
c/o MacKenzie Partners, Inc.
156 Fifth Avenue
New York, New York 10010
Please call MacKenzie Partners, Inc. toll free at 1-800-322-2885 if you
require assistance or have any questions.
How to Revoke Your Proxy
Your execution of the BLUE proxy card will not affect your right to attend
the Annual Meeting and vote in person. Any proxy given by you may be revoked at
any time prior to the Annual Meeting by delivering a written notice of
revocation, or a later dated proxy for the Annual Meeting, to the Concerned
Stockholders at the above address, or to the Clerk of the Company at its
principal executive offices, or by voting in person at the Annual Meeting. If
the BLUE proxy card is your latest proxy submission and no direction is given by
you on such card, it will be deemed to be a direction to vote "for" the election
of Mr. Monks and Mr. Holmes, the Independent Directors Proposal and the
Stockholder Democracy Proposal. REMEMBER, ONLY YOUR LATEST DATED PROXY FOR THE
ANNUAL MEETING WILL COUNT. YOUR VOTE IS IMPORTANT -- PLEASE ACT TODAY.
Important Instructions For "Street Name" Stockholders
If any of your shares of Metromedia Common Stock are held in the name of a
brokerage firm, bank nominee or other institution, only such institution can
sign a BLUE Proxy Card with respect to your shares and only after receiving your
specific instructions. Accordingly, please promptly sign, date and mail the
enclosed BLUE Proxy Card (or voting instruction form) you received from the
brokerage firm, bank nominee or other institutions in whose name your shares are
held in the postage-paid envelope provided. Please do so for each account you
maintain. To ensure that your shares are voted in accordance with your wishes,
you should also contact the person responsible for your account and give
instructions for a BLUE Proxy Card to be issued representing your shares of
Metromedia Common Stock.
CERTAIN INFORMATION CONCERNING THE CONCERNED STOCKHOLDERS AND
OTHER PARTICIPANTS IN THE SOLICITATION
Information concerning the Concerned Stockholders, Paul E. Singer, Elliott
International Capital Advisors, Inc., Mr. Monks and Mr. Holmes, Lens, Elliott
Management Corporation, Daniel Gropper, Nadav Manham, Richard Mansouri, Richard
A. Bennett, John Goodrich and Karen C. Lowell, the "participants" in the
solicitation contemplated by this proxy statement, as defined in the proxy rules
promulgated by the SEC under the Exchange, is set forth below and on the
Schedules attached hereto.
Elliott Associates is a Delaware limited partnership organized to purchase,
sell, trade and invest in securities. Its principal offices are located at 712
Fifth Avenue, New York, New York 10019. Elliott Associates beneficially owns
1,856,000 shares of Common Stock13 and is the record holder of 1,000 shares of
Common Stock.
Elliott International is a Cayman Islands limited partnership organized to
purchase, sell, trade and invest in securities. Its principal offices are
located at c/o HSBC Financial Services (Cayman) Limited, P.O. Box 1109 GT, HSBC
House, Mary Street, Grand Cayman, Cayman Islands, British West Indies. Elliott
International Capital Advisors Inc., a Delaware corporation, acts as the
investment advisor for Elliott International. Elliott International beneficially
owns 1,928,100 shares of Common Stock and is the record holder of 1,000 shares
of Common Stock.
Collectively, Elliott Associates and Elliott International own 3,786,100
shares of Common Stock representing approximately 4.0% of the outstanding shares
of Common Stock. Elliott Management Corporation provides investment management
services to each of the Concerned Stockholders. Elliott Management Corporation
maintains a business address at 712 Fifth Avenue, New York, New York 10019. The
following employees at Elliott Management Corporation may be soliciting proxies:
Daniel Gropper and Nadav Manham. Neither Mr. Gropper nor Mr. Manham owns any
shares of Metromedia capital stock.
Elliott International Capital Advisors, Inc. ("International Advisors") is
the investment manager of Elliott International. It has a business address at
712 Fifth Avenue, New York, New York 10019. International Advisors has shared
investment and voting power over the 3,786,100 shares of Common Stock
beneficially owned by Elliott International, but expressly disclaims equitable
ownership of and pecuniary interest in any such Common Stock.
Paul Singer is a general partner of Elliott Associates, the president of
International Advisors and the president of Elliott Management Corporation. Mr.
Singer maintains a business address at 712 Fifth Avenue, New York, New York
10019.
Lens, a Delaware limited liability company, is a stockholder activist group
maintaining a business address at 45 Exchange Street, Suite 400, Portland, Maine
04104. The Concerned Stockholders initially retained Lens on September 18, 2001
to compensate Lens for its assistance to the Concerned Stockholders in
communicating with Metromedia's management in an attempt to get management to
focus on increasing stockholder value. The Concerned Stockholders and Lens
entered into an option agreement dated as of September 29, 2000 (the "Option
Agreement"). Pursuant to the Option Agreement, each of the Concerned
Stockholders issued a call option entitling Lens to purchase 100,000 shares of
Common Stock currently owned by such Concerned Stockholder at a price equal to
$4.50 per share. Such call option was to expire on June 18, 2001.
After filing their preliminary proxy statement with the SEC on April 12,
2001, the Concerned Stockholders began discussions to amend the Option Agreement
or enter into a new agreement entirely. The Concerned Stockholders desired to
compensate Lens via a mechanism that would directly tie such compensation to an
increase in stockholder value. The Concerned Stockholders believe such increase
in stockholder value may not happen until after the Annual Meeting, if at all.
Lens has agreed to provide advisory services and other assistance to the
Concerned Stockholders in connection with the proxy solicitation, and as such,
the Concerned Stockholders decided to grant Lens a new call option on terms that
would more fairly compensate Lens for its efforts. The Concerned Stockholders
and Lens subsequently entered into an agreement dated as of June 12, 2001 (the
"New Lens Agreement"). The New Lens Agreement replaced the Option Agreement in
full. Under the New Lens Agreement, the Concerned Stockholders agreed to issue
to Lens within 10 business days a call option entitling Lens to purchase a total
of 300,000 shares of Common Stock currently owned by the Concerned Stockholders
at an exercise price equal to $3.00 per share (the "New Call Option"). The New
Call Option shall expire on March 31, 2002.
Under the New Lens Agreement:
o Lens and its affiliates agreed to limit their beneficial ownership of the
Company's Common Stock within the meaning of Section 13(d) of the Exchange
Act, including the New Call Option, to no more than 700,000 shares of
Common Stock.
o The Concerned Stockholders agreed to reimburse Lens for all reasonable
expenses incurred by Lens in connection with the proxy solicitation up to
an aggregate amount equal to $150,000.
o The Concerned Stockholders agreed that in the event there is any claim,
complaint or other action, or threat thereof, for any actions taken before
the Annual Meeting by Mr. Monks and Mr. Holmes in their capacity as
nominees for election to the Board, the Concerned Stockholders will
reimburse the first $150,000 of reasonable legal costs, fees and other
expenses incurred by each which is not recoverable from an insurance
carrier. The Concerned Stockholders agreed to pay up to $10,000 of premium
or deductible relating to such insurance coverage.
o In the event of any litigation engaged in by the Concerned Stockholders
prior to December 31, 2001 against the Company or any officer, director,
subsidiary or affiliate thereof, Lens shall be entitled to receive an
amount equal to 25% of the net proceeds, after fees and expenses, recovered
by the Concerned Stockholders in connection with such litigation, if any.
Lens has not exercised any options under either the Option Agreement or the
New Lens Agreement as of the date of this proxy statement.
Lens beneficially owns 300,000 shares of Common Stock.14
The following individuals at Lens will be soliciting proxies: Richard A.
Bennett, Chief Activism Officer, John Goodrich, Director of Research, and Karen
C. Lowell, Chief Operating Officer. Mr. Bennett beneficially owns 9,300 shares
of Common Stock and 300 shares of 7.25% convertible preferred stock of
Metromedia, having a par value of $1.00 (the "Preferred Stock"). Mr. Goodrich
and his spouse beneficially own 1,000 shares of Common Stock. Ms. Lowell
beneficially owns 600 shares of Common Stock.
Mr. Monks, Mr. Holmes, Mr. Bennett, Mr. Goodrich and Ms. Lowell are each
associates of Lens, which entered into the Option Agreement with the Concerned
Stockholders.
Mr. Monks is the beneficiary of the Robert A. G. Monks Trust 1991 (the
"Monks Trust")
Mr. Bennett's spouse, Karen L. Bennett, beneficially owns 5,700 shares of
Common Stock, 5,500 of which shares are owned jointly with Mr. Bennett. Ms.
Bennett has an address at c/o Lens Associates, 45 Exchange Street, Suite 400,
Portland, Maine 04104.
The holdings of the participants are all as of August 23, 2001.
Except as set forth in this proxy statement (including the Schedules
attached hereto), none of the Concerned Stockholders or, to the knowledge of the
Concerned Stockholders, any other participant in this solicitation or any of
their respective associates: (i) directly or indirectly beneficially owns any
shares of Common Stock or any other securities of the Company or any of its
subsidiaries; (ii) has had any relationship with the Company in any capacity
other than as a stockholder, or is or has been a party to any transaction, or
series of similar transactions, since the beginning of Company's last fiscal
year with respect to any shares of the Company; (iii) has been a party to or had
or will have, a direct or indirect material interest in any transaction, series
of transactions, or any currently proposed transaction or series of
transactions, to which Metromedia or any of its subsidiaries was or is to be a
party, in which the amount involved exceeds $60,000; or (v) has been indebted to
the Company or any of its subsidiaries since the beginning of the Company's last
fiscal year.
In addition, other than as set forth in this proxy statement (including the
Schedules hereto), there are no contracts, arrangements or understandings
entered into by the Concerned Stockholders or any other participant in this
solicitation or any of their respective associates within the past year with any
person with respect to any of the Company's securities, including, but not
limited to, joint ventures, loan or option arrangements, puts or calls,
guarantees against loss or guarantees of profit, division of losses or profits,
or the giving or withholding of proxies.
Except as set forth in this proxy statement (including the Schedules
hereto), none of the Concerned Stockholders or any other participant in this
solicitation or any of their respective associates has any knowledge of or been
engaged in any contracts, negotiations or transactions with the Company or its
affiliates concerning a merger, consolidation, acquisition, tender offer or
other acquisition of securities, or a sale or other transfer of a material
amount of assets other than what has been publicly filed by the Company or third
parties with the SEC; or has had any other transaction (other than this proxy
solicitation and matters incidental thereto) with the Company or any of its
executive officers, directors, subsidiaries or affiliates that would require
disclosure under the rules and regulations of the SEC.
Except as set forth in this proxy statement (including the Schedules
hereto), none of the Concerned Stockholders or any other participant in this
solicitation or any of their respective associates, has entered into any
agreement or understanding with any person with respect to (i) any future
employment by the Company or its affiliates or (ii) any future transactions to
which the Company or any of its affiliates will or may be a party.
Except as set forth in this proxy statement (including the Schedules
hereto), neither Mr. Monks nor Mr. Holmes, in the past five (5) years, has been
a party to any legal proceeding or subject to any judgment, order or decree of
the type described in Item 401(f) of Regulation S-K.
Except as set forth in this proxy statement (including the Schedules
hereto), neither Mr. Monks nor Mr. Holmes is involved in any material proceeding
to which any of them is a party adverse to Metromedia or any of its subsidiaries
or has a material interest adverse to Metromedia or any of its subsidiaries.
Except as set forth in this proxy statement (including the Schedules
hereto), none of the participants has a family relationship with any director,
executive officer, or other person nominated or chosen by Metromedia to become a
director or executive officer.
With respect to the information of security ownership of certain beneficial
owners and management of Metromedia, as required by Item 403 of Regulation S-K,
none of the nominees has any knowledge outside of what has been filed by the
Company and third parties with the New Lens Agreement and made publicly
available.
Neither of the Concerned Stockholders has a substantial interest, direct or
indirect, by security holdings or otherwise, that will to their knowledge be
acted upon at the 2001 Annual Meeting, other than the election of its nominees
for Director and the Two Stockholder Proposals.
Neither Mr. Monks nor Mr. Holmes has a substantial interest, direct or
indirect, by security holdings or otherwise, that will to their knowledge be
acted upon at the 2001 Annual Meeting other than as to their election as Class
III Directors. No other participant has a substantial interest, direct or
indirect, by security holdings or otherwise, that will to their knowledge be
acted upon at the 2001 Annual Meeting.
SECURITY OWNERSHIP
Security Ownership of Certain Beneficial Owners
The table below, using the information provided in the Metromedia
Preliminary Proxy Statement, sets forth, as of August 27, 2001, certain
information regarding each person, including any "group" as that term is used in
Section 13(d)(3) of the Exchange Act, known to own "beneficially" as such term
is defined in Rule 13d-3 under the Exchange Act, more than 5% of the Company's
outstanding Common Stock. In accordance with the rules promulgated by the SEC,
such ownership includes shares currently owned as well as shares of which the
named person has the right to acquire beneficial ownership within 60 days,
including shares which the named person has the right to acquire through the
exercise of any option, warrant or right, or through the conversion of a
security. Accordingly, more than one person may be deemed to be a beneficial
owner of the same securities. The Concerned Stockholders disclaim responsibility
for this information, as it is attributable solely to the Company.
Number of Shares of Percentage of
Name and Address of Common Stock Outstanding
Beneficial Owner Beneficially Owned (1) Common Stock
------------------- ---------------------- -------------------
Metromedia Company 7,989,206 [8.5%]
One Meadowlands Plaza
East Rutherford, NJ 07073
John W. Kluge 18,736,669(2) [19.6%]
810 Seventh Avenue
New York, New York 10019
Stuart Subotnick 19,050,994(2) [19.9%]
810 Seventh Avenue
New York, New York 10019
News PLD LLC 9,136,744(3) [9.7%]
1211 Avenue of the Americas
New York, New York 10036
Snyder Capital Management, L.P 8,636,701(4) [9.2%]
350 California Street, Suite 1460
San Francisco, California 94104-1436
-------------------
(1) Unless otherwise indicated by footnote, the named persons have sole voting
and investment power with respect to the shares of common stock
beneficially owned.
(2) The amount set forth in the table above includes 12,415,455 shares
beneficially owned by Mr. Kluge and Mr. Subotnick through Metromedia
Company, a Delaware general partnership beneficially owned and controlled
by Messrs. Kluge and Subotnick (7,989,206 shares), and through Met Telcell,
Inc. ("Met Telcell") (4,426,249 shares), a corporation owned and controlled
by Mr. Kluge and Mr. Subotnick, and 5,271,214 shares of Common Stock owned
directly by a trust affiliated with Mr. Kluge (which include, 200,000
shares of Preferred Stock, which are currently convertible into 666,666
shares of Common Stock), and 314,325 shares of Common Stock owned directly
by Mr. Subotnick. Mr. Subotnick serves as trustee of trusts affiliated with
Mr. Kluge and disclaims beneficial ownership of the shares owned by those
trusts. The amounts shown for Messrs. Kluge and Subotnick also include
options to acquire 1,050,000 shares of Common Stock which are currently
exercisable owned by each of Messrs. Kluge and Subotnick.
(3) Pursuant to a report on Schedule 13D filed with the SEC on October 8, 1999
by (i) The News Corporation Limited, a South Australia, Australia
corporation, with its principal executive office located at 2 Holt Street,
Sydney, New South Wales 2010, Australia, (ii) News America Incorporated, a
Delaware corporation, with its principal executive office located at 1211
Avenue of the Americas, New York, New York 10036, (iii) News PLD LLC, a
Delaware limited liability company, with its principal executive office
located at 1211 Avenue of the Americas, New York, New York 10036, and (iv)
K. Rupert Murdoch, a United States citizen, with his business address at
10201 West Pico Boulevard, Los Angeles, CA 90035. News PLD LLC primarily
holds, manages and otherwise deals with The News Corporation affiliates'
investment in Metromedia.
(4) Pursuant to a report on Schedule 13D/A filed with the SEC on January 11,
2001 by Snyder Capital Management, L.P.
The foregoing information is based on a review by the Company of statements
filed with the SEC under Sections 13(d) and 13(g) of the Exchange Act.
Securities Beneficially Owned by Directors and Executive Officers
The table below, using the information provided in the Metromedia
Preliminary Proxy Statement, sets forth the beneficial ownership of Common Stock
as of August 27, 2001 with respect to (i) each director, (ii) each executive
officer named in the Summary Compensation Table under "Executive Compensation"
and (iii) all directors and executive officers as a group.
Number of Shares of Common Percentage of
Name of Beneficial Owner Stock Beneficially Owned (1) Outstanding Common
Stock
------------------------ ---------------------- ------------
John P. Imlay, Jr 104,000(2)(3)(4) *
Clark A. Johnson 283,500(3)(4) *
Silvia Kessel 253,085(5) *
John W. Kluge 18,736,669(6)(7) [19.5%]
Vincent D. Sasso, Jr 75,000(8) *
Stuart Subotnick 19,050,994(6)(7) [19.7%]
Leonard White 69,000(3)(9) *
John S. Chalsty 0 *
I. Martin Pompadur 50,000(10) *
All Directors and Executive
Officers as a group (10 persons) 20,971,079(11) [21.4%]
-------------------
*........Holdings do not exceed one percent of the total outstanding shares of
Common Stock.
(1)......Unless otherwise indicated by footnote, the named individuals have sole
voting and investment power with respect to the shares of Common Stock
beneficially owned.
(2) Includes currently exercisable options to acquire 75,000 shares of
Common Stock at an exercise price of $9.31 per share issued under the
Metromedia International Group, Inc. 1996 Incentive Stock Plan. The
1996 Incentive Stock Plan was approved by Metromedia stockholders at
the Company's 1996 Annual Meeting of Stockholders.
(3) Includes currently exercisable options to acquire 4,000 and 25,000
shares of Common Stock at an exercise price of $11.875 and $2.80
per share, respectively, under the 1996 Incentive Stock Plan.
(4) Includes currently exercisable options to acquire 35,000 shares of
Common Stock at an exercise price of $9.31 per share under the 1996
Incentive Stock Plan.
(5) Includes currently exercisable options to acquire 250,000 shares of
Common Stock at an exercise price of $9.31 per share under the 1996
Incentive Stock Plan.
(6) Represents 12,415,455 shares of Common Stock beneficially owned through
Metromedia Company of which Mr. Kluge is a general partner (7,989,206
shares) and through Met Telcell (4,426,249 shares), a corporation owned
and controlled by Messrs. Kluge and Subotnick, and 5,271,214 shares of
Common Stock owned directly by a trust affiliated with Mr. Kluge, which
includes 200,000 shares of Preferred Stock, which are currently
convertible into 666,666 shares of Common Stock. Mr. Subotnick
disclaims beneficial ownership of the shares owned by the trust.
(7) Includes currently exercisable options to acquire 1,000,000 shares of
Common Stock at an exercise price of $7.44 issued under a non-plan
option agreement with Metromedia, and 50,000 shares of Common Stock at
an exercise price of $9.31 per share, issued under the 1996 Stock Plan.
(8) Includes currently exercisable options to acquire 75,000 shares of
Common Stock at an exercise price of $9.31 per share under the 1996
Stock Plan.
(9) Includes currently exercisable options to acquire 40,000 shares of
Common Stock at an exercise price of $9.625 per share under the 1996
Stock Plan.
(10) Includes currently exercisable options to acquire 25,000 shares of
Common Stock at an exercise price of $4.50 per share and 25,000 shares
of Common Stock at an exercise price of $2.80 per share, under the 1996
Stock Plan.
(11) Includes currently exercisable options to acquire shares of Common
Stock in the amounts and at the exercise prices set forth in the
footnotes above, and also includes 200,000 shares of Preferred Stock,
which are currently convertible into 666,666 shares of Common Stock.
The Concerned Stockholders assume no responsibility for the accuracy or
completeness of any information contained herein which is based on, or
incorporated by reference to, Metromedia public filings.
Security Ownership of the Concerned Stockholders and Other Participants
The names, business addresses and number of shares of Common Stock
beneficially owned as of August 23, 2001 by the Concerned Stockholders and the
other participants in this solicitation are set forth below. The material terms
regarding the shares of Common Stock owned by each of the Concerned Stockholders
is set forth on the schedule of transactions attached hereto. They obtained
these funds through various margin accounts they maintain. Mr. Monks has spent
$13,455 to purchase his shares of Common Stock and Mr. Holmes spent $36,972 to
purchase his shares of Metromedia Common Stock as of the date of this proxy
statement. The number of shares of Preferred Stock beneficially owned includes
shares over which the persons set forth below have investment and/or voting
power. Unless otherwise indicated, all of such shares are owned directly and the
indicated person has sole voting and investment power over such shares.
Name and Business Address of Percent
Beneficial Owner Number of Shares of Class
------------------------- ------------------- ----------
Elliott Associates, L.P. 1,856,000 beneficially(1) 1.97%
712 Fifth Avenue 1,000 of record
New York, New York 10019
Elliott International, L.P.(2) 1,928,100 beneficially 2.05%
c/o HSBC Financial Services 1,000 of record
(Cayman) Limited,
P.O. Box 1109 GT,
HSBC House, Mary Street,
Grand Cayman, Cayman Islands
British West Indies
Robert A. G. Monks(3) 4,500 beneficially Less than 1%
Lens
45 Exchange Street, Suite 400
Portland, Maine 04104
Robert B. Holmes 12,000 beneficially Less than 1%
2545 Lantern Lane
Naples, Florida 34102
Elliott Management Corporation -0- 0%
712 Fifth Avenue
New York, New York 10019
Paul Singer (4) 3,786,100 beneficially 4.03%
712 Fifth Avenue
New York, New York 10019
Elliott International 3,786,100 beneficially 4.03%
Capital Advisors, Inc. (5)
712 Fifth Avenue
New York, New York 10019
Daniel Gropper [-0-] [0%]
c/o Elliott Management Corpora
712 Fifth Avenue
New York, New York 10019
Nadav Manham -0- 0%
c/o Elliott Management Corpora
712 Fifth Avenue
New York, New York 10019
Richard Mansouri -0- 0%
c/o Elliott Management Corpora
712 Fifth Avenue
New York, New York 10019
Lens 300,000 beneficially(6) Less than 1%
45 Exchange Street, Suite 400
Portland, Maine 04104
Richard A. Bennett 9,300 beneficially Less than 1%
Lens and 300 shares of
45 Exchange Street, Suite 400 Preferred Stock
Portland, Maine 04104 beneficially
John Goodrich 1,000 beneficially Less than 1%
Lens
45 Exchange Street, Suite 400
Portland, Maine 04104
Karen C. Lowell 600 beneficially Less than 1%
Lens
45 Exchange Street, Suite 400
Portland, Maine 04104
(1) Elliott Associates has included as part of its beneficial ownership of
Metromedia Common Stock the 1,856,000 shares of Common Stock
beneficially owned by Liverpool. Liverpool is owned by Elliott
Associates as a 99% Limited Partner and by Liverpool Associates as a 1%
General Partner. Elliott Associates is the sole shareholder of
Liverpool Associates.
(2) Elliott International has shared voting and investment power with its
investment advisor, International Advisors. International Advisors
expressly disclaims equitable ownership of and pecuniary interest in
any such Common Stock.
(3) Robert A. G. Monks has included the 4,500 shares of Metromedia Common
Stock owned beneficially by the Robert A. G. Monks Trust 1991 of which
Mr. Monks is a beneficiary.
(4) Mr. Singer has included as part of his beneficial ownership the shares
of Common Stock owned by the Concerned Stockholders through his
capacity as general partner of Elliott Associates and as the
controlling stockholder and president of International Advisors, the
investment manager of Elliott International.
(5) International Advisors has shared voting and investment power with
Elliott International through its capacity as investment advisor.
International Advisors expressly disclaims equitable ownership of and
pecuniary interest in any such Common Stock.
(6) Includes the shares of Common Stock which Lens has the option to
acquire under the New Lens Agreement. Lens has not exercised any
options under either the Option Agreement or the New Lens Agreement.
No part of the purchase price or market value of any of the shares
purchased and owned beneficially, directly or indirectly by Mr. Monks, Mr.
Holmes, Mr. Bennett, Mr. Goodrich and Ms. Lowell was borrowed or otherwise
obtained for the purpose of acquiring or holding such Metromedia securities. In
the normal course of its business, each Concerned Stockholder purchases
securities using funds from its general account and funds borrowed against
securities it already owns. Neither Concerned Stockholder can determine whether
any funds allocated to purchase Metromedia securities were from each Concerned
Stockholder's respective general account or from borrowings against securities
it already owns.
Please see Schedule 1 at the back of this proxy statement for a list of
all transactions in the Company's Common Stock by the Concerned Stockholders and
the other participants in this solicitation during the past two years.
FACTS ABOUT OUR SOLICITATION OF PROXIES
We may solicit proxies by mail, advertisement, telephone, facsimile,
the internet, e-mail, and in person. Solicitations may be made by our agents
and/or their employees, none of whom, except MacKenzie Partners, Inc., will
receive any additional compensation for such solicitations. We have requested
banks, brokerage houses and other custodians, nominees and fiduciaries to
forward all of our solicitation materials to the beneficial owners of the shares
of Common Stock which such individuals or entities hold of record. We will
reimburse these record holders for customary clerical and mailing expenses
incurred by them in forwarding these materials to the beneficial owners of the
Common Stock.
To date, we have spent approximately $250,000 in connection with the
preparation of proxy materials and the solicitation of proxies. We expect the
total cost of this solicitation to be approximately $450,000. MacKenzie
Partners, Inc. has been retained for solicitation and advisory services in
connection with the solicitation of proxies for an estimated fee of $30,000
together with reimbursement for MacKenzie Partners, Inc. reasonable
out-of-pocket expenses. MacKenzie Partners, Inc. currently anticipates that it
will employ approximately 28 persons to solicit proxies for the Annual Meeting.
The Concerned Stockholders have agreed to indemnify MacKenzie Partners, Inc.
against certain liabilities and expenses relating to this proxy solicitation.
We will pay all costs associated with our solicitation of proxies.
Under the New Lens Agreement, we agreed to reimburse Lens for all reasonable
expenses incurred by Lens in connection with this proxy solicitation up to an
aggregate amount equal to $150,000. Additionally, we agreed that in the event
there is any claim, complaint or other action, or threat thereof, for any
actions taken before the Annual Meeting by Mr. Monks and Mr. Holmes in their
capacity as nominees for election to the Board, we will reimburse the first
$150,000 of reasonable legal costs, fees and other expenses incurred by each
which is not recoverable from an insurance carrier. We also agreed to pay up to
$10,000 of premium or deductible relating to such insurance coverage. We are
not, however, paying Mr. Monks and Mr. Holmes for their participation in this
solicitation.
We will not seek reimbursement from the Company for any of these costs
or expenses.
STOCKHOLDER PROPOSALS FOR THE 2001 ANNUAL MEETING
The date on which stockholders must provide notice to the Company to
have their proposals included in the Company's proxy statement for its 2001
Annual Meeting is incorporated by reference from the Company Proxy Statement.
PLEASE INDICATE YOUR SUPPORT OF ROBERT A. G. MONKS AND ROBERT B. HOLMES AND OUR
TWO STOCKHOLDER PROPOSALS BY PROMPTLY SIGNING, DATING AND MAILING THE ENCLOSED
BLUE PROXY TO ELLIOTT ASSOCIATES, L.P., c/o MACKENZIE PARTNERS, INC., 156 FIFTH
AVENUE, NEW YORK, NEW YORK 10010, IN THE ENCLOSED ENVELOPE.
Please call MacKenzie Partners, Inc. toll free at 1-800-322-2885 if you
have any questions or need assistance.
No postage is necessary if you mail the proxy card from within the United
States.
ELLIOTT ASSOCIATES, L.P.
ELLIOTT INTERNATIONAL, L.P.
[September [___], 2001]
Schedule 1
Schedule of Transactions
Purchases and Sales of the Company's Common Stock
During the Past Two Years by
Elliott Associates, L.P. and its wholly-owned subsidiaries
PURCHASE QUANTITY
TRADE SECURITY OR (positive = purchase)
DATE DESCRIPTION ENTITY SALE? (negative = sale) PRICE
04/01/99 METROMEDIA INTERNATIONAL COMMON STOCK Elliott Associates PURCHASE 4800 4.56
04/06/99 METROMEDIA INTERNATIONAL COMMON STOCK Elliott Associates PURCHASE 15000 4.15
04/07/99 METROMEDIA INTERNATIONAL COMMON STOCK Elliott Associates PURCHASE 15000 4.37
04/19/99 METROMEDIA INTERNATIONAL COMMON STOCK Elliott Associates SALE -20000 6.25
05/10/99 METROMEDIA INTERNATIONAL COMMON STOCK Elliott Associates SALE -50000 6.55
05/18/99 METROMEDIA INTERNATIONAL COMMON STOCK Elliott Associates SALE -12500 7.00
05/18/99 METROMEDIA INTERNATIONAL COMMON STOCK Elliott Associates SALE -31100 7.06
05/19/99 METROMEDIA INTERNATIONAL COMMON STOCK Elliott Associates SALE -12100 7.40
05/19/99 METROMEDIA INTERNATIONAL COMMON STOCK Elliott Associates SALE -28300 7.41
05/20/99 METROMEDIA INTERNATIONAL COMMON STOCK Elliott Associates SALE -10000 7.50
05/21/99 METROMEDIA INTERNATIONAL COMMON STOCK Elliott Associates SALE -5000 7.81
05/28/99 METROMEDIA INTERNATIONAL COMMON STOCK Elliott Associates SALE -37500 8.08
06/01/99 METROMEDIA INTERNATIONAL COMMON STOCK Elliott Associates SALE -18000 8.51
06/14/99 METROMEDIA INTERNATIONAL COMMON STOCK Elliott Associates SALE -500 5.00
06/18/99 METROMEDIA INTERNATIONAL COMMON STOCK Elliott Associates SALE -1000 5.00
06/21/99 METROMEDIA INTERNATIONAL COMMON STOCK Elliott Associates SALE -198500 5.00
07/08/99 METROMEDIA INTERNATIONAL COMMON STOCK Elliott Associates SALE -5000 8.00
08/05/99 METROMEDIA INTERNATIONAL COMMON STOCK Elliott Associates PURCHASE 25600 5.40
08/10/99 METROMEDIA INTERNATIONAL COMMON STOCK Elliott Associates PURCHASE 10000 5.34
08/18/99 METROMEDIA INTERNATIONAL COMMON STOCK Elliott Associates PURCHASE 5000 5.00
09/20/99 METROMEDIA INTERNATIONAL COMMON STOCK Elliott Associates PURCHASE 50000 7.50
09/21/99 METROMEDIA INTERNATIONAL COMMON STOCK Elliott Associates PURCHASE 25000 5.00
09/23/99 METROMEDIA INTERNATIONAL COMMON STOCK Elliott Associates PURCHASE 50000 3.94
09/28/99 METROMEDIA INTERNATIONAL COMMON STOCK Elliott Associates PURCHASE 12500 4.00
10/13/99 METROMEDIA INTERNATIONAL COMMON STOCK Elliott Associates PURCHASE 25000 3.50
10/19/99 METROMEDIA INTERNATIONAL COMMON STOCK Elliott Associates PURCHASE 25000 3.00
12/20/99 METROMEDIA INTERNATIONAL COMMON STOCK Elliott Associates PURCHASE 50000 7.50
02/09/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott Associates SALE -20000 6.69
02/10/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott Associates SALE -28800 7.14
03/07/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott Associates SALE -72400 7.50
03/08/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott Associates SALE -31400 7.55
03/09/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott Associates SALE -95000 8.66
03/10/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott Associates SALE -1000 5.00
03/20/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott Associates SALE -16500 5.00
03/20/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott Associates SALE -107500 5.00
04/12/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott Associates PURCHASE 10000 4.88
05/24/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott Associates PURCHASE 25000 4.00
06/14/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott Associates PURCHASE 107500 4.75
06/19/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott Associates SALE -13500 5.00
12/19/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott Associates SALE -15800 2.30
01/09/01 METROMEDIA INTERNATIONAL COMMON STOCK Elliott Associates SALE -500 3.23
01/10/01 METROMEDIA INTERNATIONAL COMMON STOCK Elliott Associates SALE -10000 3.12
01/11/01 METROMEDIA INTERNATIONAL COMMON STOCK Elliott Associates SALE -7900 3.17
01/12/01 METROMEDIA INTERNATIONAL COMMON STOCK Elliott Associates SALE -3500 3.16
01/12/01 METROMEDIA INTERNATIONAL COMMON STOCK Elliott Associates SALE -200 3.16
01/12/01 METROMEDIA INTERNATIONAL COMMON STOCK Elliott Associates SALE -400 3.16
10/17/00 METROMEDIA INTL CALL STRIKE @4.5 EXP 6/18/01 Elliott Associates SALE -100000 0.00
07/31/01 METROMEDIA INTL CALL STRIKE @ 3 EXP 3/31/02 Elliott Associates SALE -150000 0.00
08/25/99 METROMEDIA INTL GROUP SWAP (TDOM SWAP) Elliott Associates SALE -755100 6.62
08/25/99 METROMEDIA INTL GROUP SWAP (BAC SWAP) Elliott Associates PURCHASE 755050 6.63
11/22/99 METROMEDIA INTL GROUP SWAP (BAC SWAP) Elliott Associates SALE -755050 4.63
11/22/99 METROMEDIA INTL GROUP SWAP (BAC SWAP) Elliott Associates PURCHASE 755050 4.63
01/04/00 METROMEDIA INTL GROUP SWAP (BAC SWAP) Elliott Associates SALE -755050 4.56
08/05/99 METROMEDIA INTL MAR 5 CALLS Elliott Associates SALE -250 1.38
09/23/99 METROMEDIA INTL MAR 5 CALLS Elliott Associates SALE -550 0.72
09/27/99 METROMEDIA INTL MAR 5 CALLS Elliott Associates SALE -200 0.75
11/05/99 METROMEDIA INTL MAR 5 CALLS Elliott Associates SALE -250 0.44
03/10/00 METROMEDIA INTL MAR 5 CALLS Elliott Associates PURCHASE 10 1.34
03/20/00 METROMEDIA INTL MAR 5 CALLS Elliott Associates PURCHASE 1240 0.77
03/04/99 METROMEDIA INTL MAR 5 CALLS Elliott Associates PURCHASE 250 0.88
03/09/99 METROMEDIA INTL MAR 5 CALLS Elliott Associates PURCHASE 250 1.25
03/10/99 METROMEDIA INTL MAR 5 CALLS Elliott Associates PURCHASE 550 1.25
03/19/99 METROMEDIA INTL MAR 7.5 CALLS Elliott Associates PURCHASE 500 0.00
01/03/00 METROMEDIA INTL JUN 5 CALLS Elliott Associates SALE -250 1.31
01/04/00 METROMEDIA INTL JUN 5 CALLS Elliott Associates SALE -5 1.13
01/06/00 METROMEDIA INTL JUN 5 CALLS Elliott Associates SALE -500 1.13
01/18/00 METROMEDIA INTL JUN 5 CALLS Elliott Associates SALE -100 1.38
01/19/00 METROMEDIA INTL JUN 5 CALLS Elliott Associates SALE -25 1.38
01/20/00 METROMEDIA INTL JUN 5 CALLS Elliott Associates SALE -115 1.38
02/02/00 METROMEDIA INTL JUN 5 CALLS Elliott Associates SALE -250 1.13
02/09/00 METROMEDIA INTL JUN 5 CALLS Elliott Associates SALE -250 1.56
06/15/00 METROMEDIA INTL JUN 5 CALLS Elliott Associates PURCHASE 40 0.06
06/16/00 METROMEDIA INTL JUN 5 CALLS Elliott Associates PURCHASE 300 0.01
06/16/00 METROMEDIA INTL JUN 5 CALLS Elliott Associates PURCHASE 1020 0.00
06/19/00 METROMEDIA INTL JUN 5 CALLS Elliott Associates PURCHASE 135 1.54
03/04/99 METROMEDIA INTL JUN 5 CALLS Elliott Associates SALE -250 1.38
03/09/99 METROMEDIA INTL JUN 5 CALLS Elliott Associates SALE -250 1.75
03/10/99 METROMEDIA INTL JUN 5 CALLS Elliott Associates SALE -550 1.75
06/14/99 METROMEDIA INTL JUN 5 CALLS Elliott Associates PURCHASE 5 1.34
06/18/99 METROMEDIA INTL JUN 5 CALLS Elliott Associates PURCHASE 10 1.34
06/21/99 METROMEDIA INTL JUN 5 CALLS Elliott Associates PURCHASE 1985 1.32
05/19/99 METROMEDIA INTL JUN 7.5 CALLS Elliott Associates PURCHASE 500 1.00
06/17/99 METROMEDIA INTL JUN 7.5 CALLS Elliott Associates PURCHASE 250 0.25
05/07/99 METROMEDIA INTL DEC 7.5 CALLS Elliott Associates SALE -500 1.00
05/19/99 METROMEDIA INTL DEC 7.5 CALLS Elliott Associates SALE -500 2.06
06/17/99 METROMEDIA INTL DEC 7.5 CALLS Elliott Associates SALE -250 1.88
12/17/99 METROMEDIA INTL DEC 7.5 CALLS Elliott Associates PURCHASE 1250 0.00
08/05/99 METROMEDIA INTL MAR 5 PUTS Elliott Associates SALE -250 0.63
09/23/99 METROMEDIA INTL MAR 5 PUTS Elliott Associates SALE -550 1.19
09/27/99 METROMEDIA INTL MAR 5 PUTS Elliott Associates SALE -200 1.13
11/05/99 METROMEDIA INTL MAR 5 PUTS Elliott Associates SALE -250 1.38
03/17/00 METROMEDIA INTL MAR 5 PUTS Elliott Associates PURCHASE 1250 0.00
03/19/99 METROMEDIA INTL MAR 5 PUTS Elliott Associates PURCHASE 1050 0.00
03/17/99 METROMEDIA INTL MAR 7.5 PUTS Elliott Associates PURCHASE 500 1.75
06/18/99 METROMEDIA INTL JUN 5 PUTS Elliott Associates PURCHASE 950 0.00
05/19/99 METROMEDIA INTL JUN 7.5 PUTS Elliott Associates PURCHASE 500 0.63
03/17/99 METROMEDIA INTL SEPT 7.5 PUTS Elliott Associates SALE -500 2.44
09/20/99 METROMEDIA INTL SEPT 7.5 PUTS Elliott Associates PURCHASE 500 2.41
05/19/99 METROMEDIA INTL DEC 7.5 PUTS Elliott Associates SALE -500 1.69
12/20/99 METROMEDIA INTL DEC 7.5 PUTS Elliott Associates PURCHASE 500 1.66
01/04/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 755050 4.56
03/10/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool SALE -50000 9.92
04/04/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 5250 4.86
04/14/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 35000 4.61
04/17/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 25000 4.00
05/26/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 13500 3.75
05/30/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 22800 3.97
05/31/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 13000 4.12
06/01/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 10000 4.24
06/02/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 47500 4.49
06/05/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 15000 4.44
06/06/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 15000 4.50
06/14/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool SALE -107500 4.75
06/27/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 31900 4.00
07/24/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 8800 4.50
07/25/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 6400 4.50
07/26/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 39800 4.61
07/27/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 20400 4.49
07/28/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 60600 4.50
07/31/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 65000 4.30
08/01/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 15000 4.00
08/03/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 45500 3.98
08/07/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 25000 4.06
08/08/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 1750 4.00
08/09/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 3500 4.00
08/10/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 2900 4.00
08/11/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 7250 4.00
08/14/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 8700 4.38
08/15/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 17600 4.38
08/17/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 4300 4.38
08/18/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 6250 4.38
08/21/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 850 4.38
08/22/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 7200 4.38
08/23/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 20000 4.29
08/25/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 3700 4.00
08/29/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 15000 4.00
09/13/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 3700 3.75
09/15/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 21500 3.75
09/18/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 12700 3.79
09/18/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 50000 5.00
09/19/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 35000 3.77
09/20/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 50000 3.50
09/21/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 1450 3.38
09/22/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 1750 3.25
09/28/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 1000 3.25
10/05/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 8250 3.25
10/06/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 25000 3.25
10/10/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 12500 3.09
10/11/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 13500 2.99
10/12/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 2750 2.75
10/18/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 1150 2.75
11/03/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 7500 3.12
11/06/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 25000 3.10
11/08/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 25000 3.25
11/22/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 25000 3.00
11/27/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool SALE -847100 2.90
11/27/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool SALE -692650 2.90
12/28/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 1765500 2.15
01/11/01 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool SALE -1250 3.20
01/16/01 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool SALE -3450 3.27
01/17/01 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool SALE -10000 3.28
01/17/01 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool SALE -9450 3.25
01/18/01 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool SALE -5250 3.22
01/19/01 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool SALE -1350 3.19
01/22/01 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool SALE -7500 3.18
01/23/01 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool SALE -5050 3.27
01/23/01 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool SALE -2850 3.31
01/24/01 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool SALE -2500 3.40
01/24/01 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool SALE -3500 3.40
01/25/01 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool SALE -2500 3.50
01/31/01 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool SALE -5000 3.55
02/06/01 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool SALE -5000 3.60
03/20/01 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 3,900 2.73
03/21/01 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 9,600 2.60
03/22/01 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 11,050 2.40
03/26/01 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 5,000 2.38
03/27/01 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 7,500 2.42
04/20/01 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 2,500 2.68
04/23/01 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 9,600 2.65
04/24/01 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 5,150 2.63
04/25/01 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 2,000 2.63
04/30/01 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 25,000 2.79
05/02/01 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 12,500 2.80
05/04/01 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 2,500 2.95
05/08/01 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 5,000 2.89
05/11/01 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 7,500 2.91
05/15/01 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 2,500 2.88
05/16/01 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 2,500 2.88
05/17/01 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 5,000 2.86
05/18/01 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 5,000 2.80
05/21/01 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 4,000 2.77
05/22/01 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 350 2.75
05/23/01 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 8,500 2.71
05/30/01 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 2,500 2.70
05/31/01 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 1,000 2.68
06/26/01 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 15,000 2.42
02/28/00 METROMEDIA INTL SEPT 5 CALLS Liverpool SALE -150 1.94
04/27/00 METROMEDIA INTL SEPT 5 CALLS Liverpool SALE -500 1.25
09/15/00 METROMEDIA INTL SEPT 5 CALLS Liverpool PURCHASE 650 0.00
04/27/00 METROMEDIA INTL SEPT 5 PUTS Liverpool SALE -500 1.13
09/18/00 METROMEDIA INTL SEPT 5 PUTS Liverpool PURCHASE 500 1.10
Purchases and Sales of the Company's Common Stock
During the Past Two Years by
Elliott International, L.P.
04/01/99 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 4800 4.56
04/06/99 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 15000 4.15
04/07/99 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 15000 4.37
04/19/99 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International SALE -20000 6.25
05/10/99 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International SALE -50000 6.55
05/18/99 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International SALE -12500 7.00
05/18/99 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International SALE -31100 7.06
05/19/99 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International SALE -12100 7.40
05/19/99 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International SALE -28200 7.41
05/20/99 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International SALE -10000 7.50
05/21/99 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International SALE -5000 7.81
05/28/99 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International SALE -37500 8.08
06/01/99 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International SALE -18000 8.51
06/21/99 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International SALE -200000 5.00
07/08/99 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International SALE -5000 8.00
08/05/99 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 25500 5.40
08/10/99 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 10000 5.34
08/18/99 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 5000 5.00
09/20/99 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 50000 7.50
09/21/99 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 25000 5.00
09/23/99 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 50000 3.94
09/28/99 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 12500 4.00
10/13/99 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 25000 3.50
10/19/99 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 25000 3.00
12/20/99 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 50000 7.50
01/04/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 755050 4.56
02/09/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International SALE -20000 6.69
02/10/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International SALE -28800 7.14
03/07/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International SALE -72400 7.50
03/08/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International SALE -31400 7.55
03/09/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International SALE -95000 8.66
03/10/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International SALE -50000 9.92
03/20/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International SALE -107500 5.00
03/20/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International SALE -17500 5.00
04/04/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 5250 4.86
04/12/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 10000 4.88
04/14/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 35000 4.61
04/17/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 25000 4.00
05/24/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 25000 4.00
05/26/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 13500 3.75
05/30/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 22800 3.97
05/31/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 13000 4.12
06/01/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 10000 4.24
06/02/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 47500 4.49
06/05/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 15000 4.44
06/06/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 15000 4.50
06/27/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 31800 4.00
07/24/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 8700 4.50
07/25/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 6400 4.50
07/26/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 39800 4.61
07/27/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 20400 4.49
07/28/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 60600 4.50
07/31/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 65000 4.30
08/01/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 15000 4.00
08/03/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 45500 3.98
08/07/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 25000 4.06
08/08/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 1750 4.00
08/09/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 3500 4.00
08/10/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 2900 4.00
08/11/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 7250 4.00
08/14/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 8700 4.38
08/15/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 17600 4.38
08/17/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 4300 4.38
08/18/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 6250 4.38
08/21/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 850 4.38
08/22/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 7100 4.38
08/23/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 20000 4.29
08/25/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 3700 4.00
08/29/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 15000 4.00
09/13/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 3700 3.75
09/15/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 21500 3.75
09/18/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 12700 3.79
09/18/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 50000 5.00
09/19/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 35000 3.77
09/20/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 50000 3.50
09/21/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 1450 3.38
09/22/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 1750 3.25
09/28/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 1000 3.25
10/05/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 8250 3.25
10/06/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 25000 3.25
10/10/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 12500 3.09
10/11/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 13500 2.99
10/12/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 2750 2.75
10/18/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 1150 2.75
11/03/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 7500 3.12
11/06/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 25000 3.10
11/08/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 25000 3.25
11/22/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 25000 3.00
11/27/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 847100 2.90
11/27/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 692650 2.90
11/27/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 4000 2.90
11/27/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 4000 2.90
11/28/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 2450 2.94
11/28/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 2450 2.94
11/29/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 2500 2.90
11/29/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 2500 2.90
11/29/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 19850 2.87
11/29/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 19850 2.87
11/30/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 20000 2.75
12/04/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 15000 2.85
12/07/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 2700 2.67
12/08/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 500 2.68
12/08/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 17500 2.75
12/11/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 30000 2.75
12/12/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 9000 2.72
12/12/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 29500 2.73
12/13/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 8900 2.75
12/13/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 40000 2.75
12/14/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 15100 2.73
12/15/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 12500 2.64
12/19/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 15800 2.30
12/21/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 70000 2.06
12/26/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 4100 2.06
12/27/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 15000 2.09
12/27/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 60000 2.03
12/28/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International SALE -1765500 2.15
01/09/01 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International SALE -500 3.23
01/10/01 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International SALE -10000 3.12
01/11/01 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International SALE -1250 3.20
01/11/01 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International SALE -7900 3.17
01/12/01 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International SALE -4100 3.16
01/16/01 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International SALE -3450 3.27
01/17/01 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International SALE -10000 3.28
01/17/01 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International SALE -9450 3.25
01/18/01 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International SALE -5250 3.22
01/19/01 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International SALE -1350 3.19
01/22/01 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International SALE -7500 3.18
01/23/01 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International SALE -5050 3.27
01/23/01 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International SALE -2850 3.31
01/24/01 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International SALE -2500 3.40
01/24/01 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International SALE -3500 3.40
01/25/01 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International SALE -1150 3.50
01/25/01 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International SALE -950 3.50
01/25/01 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International SALE -400 3.50
01/31/01 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International SALE -5000 3.55
02/06/01 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International SALE -5000 3.60
03/20/01 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 3,900 2.73
03/21/01 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 9,600 2.60
03/22/01 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 11,050 2.40
03/26/01 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 5,000 2.38
03/27/01 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 7,500 2.42
4/20/2001 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 2,500 2.68
4/23/2001 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 9,600 2.65
4/24/2001 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 5,150 2.63
4/25/2001 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 2,000 2.63
4/30/2001 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 25,000 2.79
5/2/2001 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 12,500 2.80
5/4/2001 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 2,500 2.95
5/8/2001 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 5,000 2.89
5/11/2001 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 7,500 2.91
5/15/2001 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 2,500 2.88
5/16/2001 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 2,500 2.88
5/17/2001 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 5,000 2.86
5/17/2001 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 100 2.85
5/18/2001 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 5,000 2.80
5/21/2001 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 4,000 2.77
5/22/2001 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 350 2.75
05/23/01 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 8,500 2.71
05/30/01 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 2,500 2.70
05/31/01 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 1,000 2.68
6/26/2001 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 15,000 2.42
6/27/2001 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 18,000 2.44
7/2/2001 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 3,000 2.52
7/3/2001 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 13,000 2.56
7/6/2001 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 20,000 2.42
7/10/2001 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 18,000 2.34
10/17/00 METROMEDIA INTL CALL STRIKE @4.5 EXP 6/18/01 Elliott International SALE -100000 0.00
07/31/01 METROMEDIA INTL CALL STRIKE @ 3 EXP 3/31/02 Elliott International SALE -150000 0.00
08/25/99 METROMEDIA INTL GROUP SWAP (TDOM SWAP) Elliott International SALE -755000 6.62
08/25/99 METROMEDIA INTL GROUP SWAP (BAC SWAP) Elliott International PURCHASE 755050 6.63
01/04/00 METROMEDIA INTL GROUP SWAP (BAC SWAP) Elliott International SALE -755050 4.56
08/05/99 METROMEDIA INTL MAR 5 CALLS Elliott International SALE -250 1.38
09/23/99 METROMEDIA INTL MAR 5 CALLS Elliott International SALE -550 0.72
09/27/99 METROMEDIA INTL MAR 5 CALLS Elliott International SALE -200 0.75
11/05/99 METROMEDIA INTL MAR 5 CALLS Elliott International SALE -250 0.44
03/20/00 METROMEDIA INTL MAR 5 CALLS Elliott International PURCHASE 1250 0.78
03/04/99 METROMEDIA INTL MAR 5 CALLS Elliott International PURCHASE 250 0.88
03/09/99 METROMEDIA INTL MAR 5 CALLS Elliott International PURCHASE 250 1.25
03/10/99 METROMEDIA INTL MAR 5 CALLS Elliott International PURCHASE 550 1.25
03/19/99 METROMEDIA INTL MAR 7.5 CALLS Elliott International PURCHASE 500 0.00
01/03/00 METROMEDIA INTL JUN 5 CALLS Elliott International SALE -250 1.31
01/04/00 METROMEDIA INTL JUN 5 CALLS Elliott International SALE -5 1.13
01/06/00 METROMEDIA INTL JUN 5 CALLS Elliott International SALE -500 1.13
01/18/00 METROMEDIA INTL JUN 5 CALLS Elliott International SALE -100 1.38
01/19/00 METROMEDIA INTL JUN 5 CALLS Elliott International SALE -25 1.38
01/20/00 METROMEDIA INTL JUN 5 CALLS Elliott International SALE -115 1.38
02/02/00 METROMEDIA INTL JUN 5 CALLS Elliott International SALE -250 1.13
02/09/00 METROMEDIA INTL JUN 5 CALLS Elliott International SALE -250 1.56
06/15/00 METROMEDIA INTL JUN 5 CALLS Elliott International PURCHASE 40 0.06
06/16/00 METROMEDIA INTL JUN 5 CALLS Elliott International PURCHASE 300 0.01
06/16/00 METROMEDIA INTL JUN 5 CALLS Elliott International PURCHASE 1155 0.00
03/04/99 METROMEDIA INTL JUN 5 CALLS Elliott International SALE -250 1.38
03/09/99 METROMEDIA INTL JUN 5 CALLS Elliott International SALE -250 1.75
03/10/99 METROMEDIA INTL JUN 5 CALLS Elliott International SALE -550 1.75
06/21/99 METROMEDIA INTL JUN 5 CALLS Elliott International PURCHASE 2000 1.32
05/19/99 METROMEDIA INTL JUN 7.5 CALLS Elliott International PURCHASE 500 1.00
06/17/99 METROMEDIA INTL JUN 7.5 CALLS Elliott International PURCHASE 250 0.25
02/28/00 METROMEDIA INTL SEPT 5 CALLS Elliott International SALE -150 1.94
04/27/00 METROMEDIA INTL SEPT 5 CALLS Elliott International SALE -500 1.25
09/15/00 METROMEDIA INTL SEPT 5 CALLS Elliott International PURCHASE 650 0.00
05/07/99 METROMEDIA INTL DEC 7.5 CALLS Elliott International SALE -500 1.00
05/19/99 METROMEDIA INTL DEC 7.5 CALLS Elliott International SALE -500 2.06
06/17/99 METROMEDIA INTL DEC 7.5 CALLS Elliott International SALE -250 1.88
12/17/99 METROMEDIA INTL DEC 7.5 CALLS Elliott International PURCHASE 1250 0.00
08/05/99 METROMEDIA INTL MAR 5 PUTS Elliott International SALE -250 0.63
09/23/99 METROMEDIA INTL MAR 5 PUTS Elliott International SALE -550 1.19
09/27/99 METROMEDIA INTL MAR 5 PUTS Elliott International SALE -200 1.13
11/05/99 METROMEDIA INTL MAR 5 PUTS Elliott International SALE -250 1.38
03/17/00 METROMEDIA INTL MAR 5 PUTS Elliott International PURCHASE 1250 0.00
03/19/99 METROMEDIA INTL MAR 5 PUTS Elliott International PURCHASE 1050 0.00
03/17/99 METROMEDIA INTL MAR 7.5 PUTS Elliott International PURCHASE 500 1.75
06/18/99 METROMEDIA INTL JUN 5 PUTS Elliott International PURCHASE 950 0.00
05/19/99 METROMEDIA INTL JUN 7.5 PUTS Elliott International PURCHASE 500 0.63
04/27/00 METROMEDIA INTL SEPT 5 PUTS Elliott International SALE -500 1.13
09/18/00 METROMEDIA INTL SEPT 5 PUTS Elliott International PURCHASE 500 1.10
03/17/99 METROMEDIA INTL SEPT 7.5 PUTS Elliott International SALE -500 2.44
09/20/99 METROMEDIA INTL SEPT 7.5 PUTS Elliott International PURCHASE 500 2.41
05/19/99 METROMEDIA INTL DEC 7.5 PUTS Elliott International SALE -500 1.69
12/20/99 METROMEDIA INTL DEC 7.5 PUTS Elliott International PURCHASE 500 1.66
Purchases and Sales of the Company's Common Stock
During the Past Two Years by
ROBERT A. G. MONKS and affiliated entities
Date Type of Transaction Shares
------------------ -------------------- ----------------------
October 18, 2000 Purchase 4,500 (Common Stock)
Purchases and Sales of the Company's Common Stock
During the Past Two Years by
ROBERT B. HOLMES
Date Type of Transaction Shares
------------------ -------------------- ----------------------
March 12, 2001 Purchase 10,000 (Common Stock)
April 27, 2001 Purchase 2,000 (Common Stock)
Purchases and Sales of the Company's Common Stock
During the Past Two Years by
Lens Investment Management, LLC
Date Type of Transaction Shares
------------------ -------------------- ----------------------
September 29, 2000 Purchase Options to acquire 200,000 (Common
Stock)
June 13, 2001 Replacement Options to acquire 200,000 (Common
Stock) canceled and replaced by new
options to acquire 300,000 (Common
Stock).
Purchases and Sales of the Company's Common Stock
During the Past Two Years by
RICHARD A. BENNETT
Date Type of Transaction Shares
------------------ -------------------- ----------------------
September 1, 2000 Purchase 1,800 (Common Stock)
October 18, 2000 Purchase 1,000 (Common Stock)
October 20, 2000 Purchase 500 (Common Stock)
December 22, 2000 Purchase 300 (Preferred Stock)
May 11, 2000 Purchase 6,000 (Common Stock)
Purchases and Sales of the Company's Common Stock
During the Past Two Years by
JOHN GOODRICH
Date Type of Transaction Shares
------------------ -------------------- ----------------------
November 7, 2000 Purchase 1,000 (Common Stock)
December 22, 2000 Purchase 200 (Preferred Stock)
May 29, 2001 Sale 200 (Preferred Stock)
Purchases and Sales of the Company's Common Stock
During the Past Two Years by
KAREN C. LOWELL
Date Type of Transaction Shares
------------------ ---------------------- -----------------------
September 1, 2000 Purchase 100 (Common Stock)
October 26, 2000 Purchase 500 (Common Stock)
Important
Your vote is important, regardless of the number of shares you own. Please vote
as recommended by the Concerned Stockholders by taking these few easy steps:
(a) If your shares are registered in your own name(s), please sign, date
and promptly mail the enclosed BLUE Proxy Card in the postage-paid
envelope provided.
(b) If your shares are held in the name of a brokerage firm, bank nominee
or other institution, only it can sign a BLUE Proxy Card with respect
to your shares and only after receiving your specific instructions.
Accordingly, please sign, date and promptly mail the enclosed BLUE
Proxy Card (or voting instruction form) you received from the brokerage
firm, bank nominee or other institutions in whose name your shares are
held in the postage-paid envelope provided. Please do so for each
account you maintain. To ensure that your shares are voted, you should
also contact the person responsible for your account and give
instructions for a BLUE Proxy Card to be issued representing your
shares.
(c) After signing the enclosed BLUE Proxy Card (or voting instructions
form), do not sign or return any card (or form) sent to you by
Metromedia's Board - not even as a vote of protest. Remember, only your
latest dated card will count.
If you have any questions about voting your shares or require assistance, please
call:
MACKENZIE PARTNERS, INC.
156 FIFTH AVENUE
NEW YORK, NEW YORK 10010
ATTN: LAWRENCE E. DENNEDY
(212) 929-5500 (Collect)
or
CALL TOLL-FREE
1-800-322-2885
METROMEDIA INTERNATIONAL GROUP, INC.
ANNUAL MEETING OF STOCKHOLDERS - OCTOBER 9, 2001
PRELIMINARY PROXY
PROXY SOLICITED BY ELLIOTT ASSOCIATES, L.P. AND ELLIOTT INTERNATIONAL, L.P.
IN OPPOSITION TO THE BOARD OF DIRECTORS OF METROMEDIA INTERNATIONAL GROUP, INC.
The undersigned hereby appoints Nadav Manham and Daniel Gropper, and
each of them, the proxy or proxies of the undersigned, with full power of
substitution, to vote all shares of Common Stock of Metromedia International
Group, Inc. (the "Company") which the undersigned would be entitled to vote if
personally present at the Annual Meeting of Stockholders of the Company,
scheduled to be held on October 9, 2001, or any other stockholders' meeting held
in lieu thereof (the "Annual Meeting"), and at any and all adjournments,
postponements, rescheduling or continuations thereof.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO DIRECTION IS INDICATED, IT WILL
BE VOTED FOR THE ELECTION OF ROBERT A. G. MONKS AND ROBERT B. HOLMES, IN FAVOR
OF THE STOCKHOLDER PROPOSALS IN ITEMS 2, 3, 4, 5 AND 6 AND IN THE DISCRETION OF
THE PROXIES ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING
OR ANY ADJOURNMENTS, POSTPONEMENTS, RESCHEDULINGS OR CONTINUATIONS THEREOF.
IMPORTANT - PLEASE SIGN AND DATE ON REVERSE
BLUE PROXY CARD
Please mark your vote as indicated in this example |X|
The Concerned Stockholders Recommend A Vote "For" Items 1, 2, 3, 4, 5, and 6.
1. Election of Directors to be Chosen by the Holders of Common Stock:
Nominees: For all Nominees Withhold For all
Except
(1) Robert A.G. Monks
and [ ] [ ] [ ]
(2) Robert B. Holmes
NOTE: If you do not wish your shares voted "For:" a particular nominee,
mark the "For All Except" box and strike a line through the name(s) of the
Nominee(s). Your shares will be voted for the remaining nominee(s).
2. Independent Directors Proposal: stockholder proposal that would amend
the by-laws prohibiting more than 1 inside director.
|_|FOR |_|AGAINST |_|ABSTAIN
3. Stockholder Democracy Proposal: a stockholder proposal that would amend
the by-laws granting certain stockholders the right to call meetings
|_|FOR |_|AGAINST |_|ABSTAIN
4. Accountant Ratification Proposal a proposal by the Company seeking to
ratify KPMG LLP as independent auditors of the Company for the
fiscal year ending December 31, 2001
|_|FOR |_|AGAINST |_|ABSTAIN
5. NYCTRS Proposal a stockholder proposal requesting the Company's Board of
Directors amend the Company's certificate of incorporation and by-laws
to allow stockholders to call special meetings and take action by
written consent.
|_|FOR |_|AGAINST |_|ABSTAIN
6. CalPERS Proposal urging the Company's Board of Directors to take the
necessary steps to organize the Board into one class of Directors
(instead of three) with each Director standing before the stockholders
for re-election each year.
|_|FOR |_|AGAINST |_|ABSTAIN
The undersigned hereby acknowledges receipt of the Proxy Statement of Elliott
Associates, L.P. and Elliott International, L.P.
Dated: , 2001
--------------------------------------------
(Signature)
(Signature if held Jointly)
Title or Authority: ----------------------------------
PLEASE PROMPTLY SIGN, DATE AND MAIL THIS CARD USING THE ENCLOSED POSTAGE-PAID
ENVELOPE. IF YOU HAVE ANY QUESTIONS, OR NEED ASSISTANCE, PLEASE CALL
MACKENZIE PARTNERS, INC. AT 1-800-322-2885
Please sign exactly as your name appears on this proxy. Joint
owners should each sign personally. If signing as attorney, executor,
administrator, trustee or guardian, please include your full
title. Corporate proxies should be signed by an authorized officer.
If a partnership, please sign in Partnership name by an authorized
person.
--------
1 See Form 424B4 17 filed by Metromedia International Group, Inc.
(Oct. 1, 1999).
2 See Form 10-K filed by Metromedia International Group, Inc. (Mar. 4,
1996)(discussing the Company's formal plan to sell Snapper, it stated that
"[a]lthough the Company has received several proposals regarding a sale of
Snapper, it has not reached an agreement in principle or entered into a
definitive agreement.").
3 See Form 10-K405 filed by Metromedia International Group, Inc. (Mar. 31,
1997)(stating, "The Company has decided not to continue to pursue its previously
adopted plan to dispose of Snapper[.]").
4 See Form 10-K405 filed by (Mar. 30, 2000)(stating that Snapper, "has decided
to align its product distribution directly through the independent dealer
network channel.").
5 See Metromedia International Group's Snapper to Sell Products Through Wal-Mart
Stores, Business Wire, September 19, 2000, available in LEXIS, Nexis Library,
All News File (announcing that Snapper, Inc. had reached an agreement with
Wal-Mart Stores, Inc. to sell Snapper products marking "a major change in
Snapper's distribution focus.").
6 See Form 10-K filed by Metromedia International Group, Inc. (Mar. 4, 1996).
7 See, e.g., Form 10-K405/A filed by Metromedia International Group, Inc.
(May 1, 2001).
8 See Form 10-K405 filed by Metromedia International Group, Inc. (Mar. 30,
2000).
9 See Form 10-K filed by The Actava Group, Inc. (Mar. 30, 1995).
10 See Form 10-K405 filed by Metromedia International Group, Inc. (Apr. 2,
2000).
11 See CalPERS website (www.calpers.ca.gov).
12 See Form 424B4 17 filed by Metromedia International Group, Inc. (Oct. 1,
1999).
13 Elliott Associates has included as part of its beneficial ownership of
Metromedia Common Stock the 1,856,000 shares of Common Stock beneficially owned
by The Liverpool Limited Partnership, a Bermuda limited partnership
("Liverpool"). Liverpool is owned by Elliott Associates as a 99% Limited Partner
and by Liverpool Associates Limited, a Bermuda corporation ("Liverpool
Associates"), as a 1% General Partner. Elliott Associates is the sole
shareholder of Liverpool Associates.
14 Includes the shares of Common Stock which Lens has the option to acquire
under the New Lens Agreement. As of August 23, 2001, Lens has not exercised any
options under either the Option Agreement or the New Lens Agreement.