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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 4, 2004
METROMEDIA INTERNATIONAL GROUP, INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-5706 58-0971455
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(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
8000 Tower Point Drive, Charlotte, NC 28227
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (704) 321-7380
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(Former name or former address, if changed since last report)
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ITEM 8.01 Other Events
On November 4, 2004, the Company announced that it has entered into
exclusive negotiations with an investor group ("Investor Group") concerning
their preliminary proposal to acquire the Company by merger. The Investor
Group's proposal assigns an aggregate enterprise value to MIG of US $300
million. Of this amount, approximately US $152 million would be used to retire
the Company's outstanding 10 1/2 % Senior Discount Notes Due 2007, and the
remaining US $148 million, after reduction for certain transaction related
expenses, would be allocated between MIG's preferred and common shareholders in
a manner determined by the Company's Board prior to the execution of any
definitive merger agreement. The proposal contains a number of conditions,
including without limitation, the Investor Group's successful completion of due
diligence during a limited exclusivity period, the Investor Group obtaining
commitments for all financing contemplated in its acquisition proposal, MIG
meeting currently projected corporate cash balance and liability levels, and
negotiation and execution of definitive transaction agreements. MIG has granted
the Investor Group exclusivity until January 17, 2005 to pursue a due diligence
review of the Company and negotiate a definitive merger agreement, subject to
earlier termination under certain circumstances.
There can be no assurances that any transaction with the Investor Group or
any other party will take place nor can any assurance be given with respect to
the timing or terms of any such transaction. Details of the terms of a final
agreement, if any, reached between the parties will be disclosed upon signing of
definitive agreements. The preliminary proposal made by the Investor Group is
non-binding and MIG has agreed, under certain circumstances, to reimburse the
Investor Group for a limited amount of its out-of-pocket expenses incurred in
connection with its due diligence review and negotiation of definitive
agreements.
The press release announcing this matter is attached as Exhibit 99.1 and is
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits.
99.1 Press Release of Metromedia International
Group, Inc., dated November 4, 2004
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
METROMEDIA INTERNATIONAL GROUP, INC.
By: /S/ HAROLD F. PYLE, III
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Name: Harold F. Pyle, III
Title: Executive Vice President
Finance, Chief Financial
Officer and Treasurer
Date: November 4, 2004
Charlotte, NC
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