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. )
Filed by the Registrant |_|
Filed by a Party other than the Registrant |X|
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|_| Preliminary Proxy Statement |_| Confidential, For Use
of the Commission Only
(as permitted by
Rule 14a-6(e) (2))
|_| Definitive Proxy Statement
|X| Definitive Additional Materials
|_| Soliciting Material Pursuant to Rule 14a-11 (c) or Rule 14a-12
Metromedia International Group, Inc.
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(Name of Registrant as Specified in Its Charter)
Elliott Associates, L.P. and Elliott International, L.P.
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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[Lens Letterhead]
Contact: Richard A. Bennett Scott Sunshine/Carol Crane
Chief Activism Officer TowersGroup
Lens (212) 354-5020
(207) 775-4296 scottsunshine@towerspr.com
rbennett@lens-inc.com carolcrane@towerspr.com
SUPPORT BUILDS FOR OPPOSITION STOCKHOLDERS
IN METROMEDIA INTERNATIONAL GROUP PROXY CONTEST
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ISS, CalPERS, Snyder Capital Come Out in Support of Elliott
NEW YORK, September 28, 2001 - Institutional Shareholder Services (ISS), the
leading independent proxy advisory service, has issued a recommendation that
Metromedia International Group (AMEX: MMG) stockholders vote for the board of
director candidates nominated by opposition stockholders Elliott Associates,
L.P. and Elliott International, L.P. (together "Elliott"). California Public
Employees' Retirement System (CalPERS), the nation's largest public pension
plan, and Snyder Capital Management, MMG's largest independent stockholder with
6,850,200 shares (7.67%), have also announced their support for Elliott's
candidates. Elliott has launched a proxy contest against MMG in an effort to
force the telecommunications company to unlock stockholder value. MMG's 2001
Annual Meeting is scheduled to take place October 9 in New York City.
"MMG stockholders who are dissatisfied with the company's performance are
finally being given a voice and a choice," said Richard A. Bennett, a principal
of Lens Investment Management, LLC, the shareholder activist specialist working
on behalf of Elliott in its MMG efforts. "Management has failed to deliver
increased stockholder value. In fact, stockholder value has eroded by over 85%
between November 1995, when MMG in its current form began public trading, and
September 10, 2001. When elected, our two director candidates will exercise
their fiduciary duty to represent all stockholders in pressing for a program to
unlock value in MMG."
(More)
Elliott has mailed a definitive proxy statement and proxy card to stockholders,
nominating two opposition candidates, Robert A.G. Monks and Robert B. Holmes, to
MMG's board of directors. Elliott has also submitted two stockholder proposals
which would amend MMG's bylaws: 1) to allow no more than one insider to serve on
the board; and 2) to permit certain stockholders to demand the calling of
special meetings.
According to ISS's September 25 Proxy Analysis, "...the election of two new
independent directors with a clear mandate to launch a restructuring plan
appears to offer one of the best near term means of restoring the market's
confidence in MMG and enhancing shareholder value."
In a September 24 stockholder letter, CalPERS stated, "...CalPERS intends to
vote for election of the Elliott Associates/Lens Management alternative slate of
director nominees....We believe Metromedia's current board has not been
responsive to shareholders and that the election of truly independent outside
directors is essential to protecting the interests of all public shareholders."
Snyder Capital Management, L.P., in a 13D/A filing with the Securities and
Exchange Commission on September 25, stated, "As a stockholder of more than five
years that is interested in the long-term value of the company, we strongly
believe there is a pressing need for accountability, and believe that, as a
first step, a change is needed in the board of directors. Thus, we have decided,
after reviewing all the options, to give our proxy to [Elliott Associates, L.P.]
in support of its director nominees. This action is necessary to begin making
the board and management accountable to the stockholders and achieve the
long-term value of the company."
The proxy statement, which can be found on the SEC's website at www.sec.gov or
www.freeedgar.com, outlines Elliott's concerns with MMG's depressed stock price
and the direction in which MMG's Board and management are leading the company.
Elliott has engaged the services of MacKenzie Partners, Inc. as proxy solicitor.
MacKenzie Partners, at 156 Fifth Avenue, New York, can be reached by phone at
(800) 322-2885.
Metromedia International Group, Inc. is a global communications and media
company operating telephony and television businesses in Eastern Europe, the
republics of the former Soviet Union and other emerging markets. The company,
headed by Chairman John W. Kluge and CEO Stuart Subotnick, also owns the lawn
and garden equipment manufacturer Snapper, which it has called a "non-core"
asset.
Elliott Associates, L.P. and Elliott International, L.P. are institutional
investors with a collective ownership of approximately 4.0% of MMG Common Stock.
Elliott Associates is based in New York, and Elliott International is based in
the Cayman Islands. The investment activities of Elliott Associates and Elliott
International are under common management.
Founded in 1991 by Robert A.G. Monks as an investment management firm, Lens
Investment Management, LLC, was among the first fund managers to take an active
role in corporate governance. Over the past decade, Lens, which no longer
operates as a portfolio manager but rather as a specialist in investor activism,
has succeeded in increasing the value of shareholders' investment in companies
including Scott Paper, American Express, Eastman Kodak and Pioneer Group.
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