As filed with the Securities and Exchange Commission on January 6, 2005
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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): January 6, 2005
METROMEDIA INTERNATIONAL GROUP, INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-5706 58-0971455
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
8000 Tower Point Drive, Charlotte, NC 28227
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (704) 321-7380
(Former name or former address, if changed since last report)
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Item 8.01. Other Events
Metromedia International Group, Inc. (the "Company") received a letter on
January 5, 2005 from Mellon HBV Alternative Strategies LLC ("Mellon"), a
purported 6.1% beneficial owner of the Company's common stock, regarding the
previously announced proposed merger of the Company. Members of the Company's
senior management met with representatives of Mellon earlier today and provided
them with a response letter which explained that, because of Regulation FD, (i)
the Company is not able to selectively disclose information to some stockholders
and not others and (ii) the Company will, if and when a definitive transaction
agreement is executed, provide complete disclosure of circumstances surrounding
the proposed merger of the Company in the proxy statement that will be
circulated in connection with the solicitation of common shareholder approval of
the proposed transaction.
The response letter provided to Mellon is attached as Exhibit 99.1 and is
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits.
99.1 Response Letter to Mellon HBV Alternative
Strategies LLC dated January 6, 2005
SIGNATURE
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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: January 6, 2005
Charlotte, NC