As filed with the Securities and Exchange Commission on July 25, 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): July 15, 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 (IRS Employer
of incorporation) Number) 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 1.01. Entry into a Material Definitive Agreement.
Second Supplemental Indenture
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Effective July 15, 2005, Metromedia International Group, Inc. (the
"Company") entered into the Second Supplemental Indenture (the "Supplemental
Indenture") with U.S. Bank National Association (f/k/a U.S. Bank Trust National
Association), a national banking association, as trustee (the "Trustee"), which
amended and supplemented the Indenture, dated as of September 30, 1999 (as
amended by the First Supplemental Indenture, dated as of June 14, 2005), between
the Company and the Trustee, governing the Company's 10 1/2% Senior Notes Due
2007 (the "Senior Notes"). The net effect of the Supplemental Indenture is as
follows:
o The Company has until August 15, 2005, subject to a Company option to
extend the waiver through September 15, 2005, to file with the United
States Securities and Exchange Commission ("SEC") and to furnish the
indenture trustee and the holders of the Senior Notes with, its Annual
Report on Form 10-K for the fiscal year ended December 31, 2004 ("Current
Annual Report"), and deliver to the indenture trustee an officers'
certificate and written statement of the Company's independent public
accountants required to accompany the Current Annual Report (the "CPA
Statement"). In the event the Company exercises its option to extend the
waiver until September 15, 2005, the Company is required to pay to the
holders of record of the Senior Notes, as of July 15, 2005, an aggregate
amount equal to $380,063.42, to be allocated in an amount equal to $2.50
per $1,000 aggregate principal amount of the Senior Notes at stated
maturity held by such holder.
o In partial consideration of the foregoing, the Company has committed to
exercise its option to redeem all of the outstanding Senior Notes utilizing
a portion of the proceeds from the pending sale of its interest in
Peterstar ZAO. In the event the Company fails to consummate the sale of its
interest in PeterStar ZAO, deliver to the Trustee an amount sufficient for
the Company to redeem all of the Senior Notes and deliver a notice of
redemption for all of the outstanding Senior Notes, in each case no later
than August 15, 2005, then the Company is required to pay to the holders of
record of the Senior Notes, as of July 15, 2005, an aggregate amount equal
to $380,063.42, to be allocated in an amount equal to $2.50 per $1,000
aggregate principal amount of the Senior Notes at stated maturity held by
such holder.
As previously announced by the Company, the Company was not able to file
the Current Annual Report with the SEC, deliver the Current Annual Report to the
Trustee and the holders of the Senior Notes and deliver an officers' certificate
and the CPA Statement to the Trustee by July 15, 2005 in order to avoid an event
of default on the Senior Notes. As a result of the execution of the Supplemental
Indenture there no longer exists any event of default on the Senior Notes in
respect of the Company's failure to take the actions described in the preceding
sentence. The Company's failure to comply with the terms of the Supplemental
Indenture and file the Current Annual Report with the SEC, deliver the Current
Annual Report to the Trustee and the holders of the Senior Notes and deliver an
officers' certificate and the CPA Statement to the Trustee by August 15, 2005
(or September 15, 2005 if the Company exercises its option to extend the date of
the waiver) will result in the occurrence of the event of default described in
the first sentence of this paragraph. If such an event of default were to occur,
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.
The foregoing description of the Supplemental Indenture does not purport to
be complete and is qualified in its entirety by reference to the Supplemental
Indenture, which is filed as Exhibit 4.1 hereto and incorporated herein by
reference.
This Current Report on Form 8-K contains certain forward-looking statements that
involve risks and uncertainties, including in particular those regarding the
timing of completing the annual audited financial statements for fiscal year
2004, the timing of filing the Current Annual Report with the SEC, delivering
the Current Annual Report to the indenture trustee and the holders of the Senior
Notes and delivering an officers' certificate and the CPA Statement to the
indenture trustee by August 15, 2005 and the likelihood of completing the sale
of PeterStar on or prior to August 15, 2005. Various other factors beyond the
Company's control could cause or contribute to such risks and uncertainties.
This also includes such factors as are described from time to time in the SEC
reports filed by the Company, including the Current Annual Report on Form 10-K
for the year ended December 31, 2003, the Company's Form 10-Q for the fiscal
quarters ended March 31, 2004, June 30, 2004 and September 30, 2004 and its most
recently filed Form 8-K reports (dated October 19, 2004, November 4, 2004,
November 16, 2004, November 22, 2004 and December 9, 2004, January 6, 2005,
February 9, 2005, February 17, 2005, March 9, 2005, March 23, 2005, April 19,
2005, April 20, 2005, June 7, 2005, June 17, 2005, July 12, 2005 and July 18,
2005). The Company is not under, and expressly disclaims any, obligation to
update the information in this Current Report on Form 8-K for any future events.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits:
4.1 Second Supplemental Indenture, dated as of July 15, 2005, between
Metromedia International Group, Inc. and U.S. Bank National
Association (f/k/a U.S. Bank Trust National Association), a national
banking association, as trustee.
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: July 25, 2005
Charlotte, NC