As filed with the Securities and Exchange Commission on June 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): June 2, 2005
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 (Commission File Number) (IRS Employer
of 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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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 2.02. Results of Operations and Financial Condition.
The announcement described in Item 4.02 below includes information regarding the
results of operations of Metromedia International Group, Inc. (the "Company")
for the year ended December 31, 2003 and the quarters ended December 31, 2003,
March 31, 2004 and September 30, 2004. See Items 4.02 and 9.01 below.
Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement
The Company has outstanding $152 million in principal amount of 10 1/2% Senior
Notes due 2007 (the "Senior Notes"), which are governed by an indenture (the
"Indenture") between the Company and U.S. Bank Trust National Association, a
national banking association, as trustee (the "Trustee"). As previously
announced by the Company and reported in earlier Securities and Exchange
Commission ("SEC") filings, the Company has not filed with the SEC its Annual
Report on Form 10-K for the fiscal year ended December 31, 2004 (the "Form
10-K"), the timely public filing of which is required under the Indenture.
On April 4, 2005, the Trustee issued a notice that the Company's failure to
deliver the Form 10-K to the Trustee is a default under the Indenture and that
the Company was required to deliver the Form 10-K, and certain other annual
certificates (the "Certificates") as required under the Indenture, to the
Trustee no later than June 3, 2005, the sixtieth day following the receipt of
the Trustee's notice, in order to avoid an event of default on the Senior Notes.
The Company was unable to deliver the Form 10-K and the Certificates to the
Trustee on or prior to June 3, 2005 and therefore an event of default has
occurred under the Indenture. Upon the occurrence of an event of default, the
Trustee or holders of at least 25% of the aggregate principal amount of the
Senior Notes outstanding can declare all Senior Notes to be due and payable
immediately. If this were to happen, the Company would not have sufficient
corporate cash available to meet this obligation.
As announced on June 3, 2005, the Company and the holder of in excess of 80% of
the aggregate outstanding principal amount of the Senior Notes have reached an
agreement in principle, subject to preparation and execution of definitive
documentation, in respect of a waiver of the aforementioned event of default
under the Senior Notes through July 15, 2005. No event of default in respect of
the foregoing will exist during the period of the waiver and the Senior Notes
cannot be declared due and payable immediately based on the foregoing during
such period.
On June 3, 2005, the Company issued a press release regarding the event of
default. A copy of the press release is attached as Exhibit 99.1 to this Current
Report on Form 8-K and is incorporated herein by reference.
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review
On June 2, 2005, the Company concluded that it will be required to restate its
previously issued financial statements as of December 31, 2003 and for the years
ended December 31, 2003 and 2002 and the quarters ended March 31, June 30 and
September 30, 2004 and 2003. The Company's financial statements for those
periods and its previously announced unaudited financial results for the year
and quarter ended December 31, 2004 should therefore no longer be relied upon.
On June 3, 2005, MIG issued a press release regarding the restatement. A copy of
the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K
and is incorporated herein by reference.
The Company's management and its Audit Committee have discussed the decision to
restate with the Company's independent registered accountants.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
99.1 Press Release of Metromedia International Group, Inc., dated June 3,
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: June 6, 2005
Charlotte, NC