UNITED STATES
(Check One): SECURITIES AND EXCHANGE COMMISSION
|X| Form 10-K Washington, D.C. 20549
|_| Form 20-F
|_| Form 11-K FORM 12b-25
|_| Form 10-Q
|_| Form 10-D
|_| Form N-SAR
|_| Form N-CSR
NOTIFICATION OF LATE FILING
For Period Ended: December 31, 2006
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|_| Transition Report on Form 10-K
|_| Transition Report on Form 20-F
|_| Transition Report on Form 11-K
|_| Transition Report on Form 10-Q
|_| Transition Report on Form N-SAR
For the Transition Period Ended:
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READ INSTRUCTION (ON BACK PAGE) BEFORE PREPARING FORM. PLEASE PRINT OR TYPE.
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
VERIFIED ANY INFORMATION CONTAINED HEREIN.
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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PART I -- REGISTRANT INFORMATION
Metromedia International Group, Inc.
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Full Name of Registrant
8000 Tower Point Drive
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Address of Principal Executive Office (Street and Number)
Charlotte, NC 28227
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City, State and Zip Code
PART II -- RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
b) The subject annual report, semi-annual report, transition report on
|_| Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion
thereof, will be filed on or before the fifteenth calendar day
following the prescribed due date; or the subject quarterly report or
transition report on Form 10-Q or subject distribution report on Form
10-D, or portion thereof, will be filed on or before the fifth
calendar day following the prescribed due date; and
c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
PART III--NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F,
11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof
could not be filed within the prescribed period. (Attach Extra Sheets if Needed)
Metromedia International Group, Inc. (the "Registrant") is unable to timely
file its Annual Report on Form 10-K for the fiscal year ended December 31, 2006
(the "2006 Form 10-K") due to the additional time and effort that was required
to file its Form 10-K for the fiscal year ended December 31, 2004 (the "2004
Form 10-K") and the resulting delay in filing its periodic reports for the
fiscal years ended December 31, 2005 and 2006, including the 2006 Form 10-K. The
2004 Form 10-K included restatements of 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 (the "Restatement
Process"). The 2004 Form 10-K was filed with the Securities and Exchange
Commission (the "SEC") on December 14, 2006. Additional time is needed to
prepare and finalize the Quarterly Reports on Form 10-Q for the fiscal quarters
ended March 31, June 30, and September 30, 2005 (the "2005 Quarterly Reports"),
the Annual Report on Form 10-K for the year ended December 31, 2005 (the "2005
Form 10-K") and the Quarterly Report on Form 10-Q for the fiscal quarters ended
March 31, June 30 and September 30, 2006 (the "2006 Quarterly Reports" and
collectively, the "Periodic Reports").
At present, the Registrant cannot predict with confidence when it will file
the Periodic Reports or its 2006 Form 10-K. The filing of the Registrant's 2005
Quarterly Reports with the SEC, along with the Registrant's completion of its
work effort for compliance with Section 404, "Management Assessment of Internal
Controls" of the Sarbanes-Oxley Act of 2002, are a prerequisite for the filing
of the 2005 Form 10-K, all of which must be filed prior to the filing of the
2006 Quarterly Reports and the 2006 Form 10-K.
In regards to the 2005 Quarterly Reports and 2005 Form 10-K, the Registrant
is in the early stages of the preparation and finalization of its consolidated
financial results for the respective accounting periods. This situation is
principally the result of the devotion of substantial time and resources to the
Restatement Process.
PART IV--OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Harold F. Pyle, III 704 321-7380
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s). |_| Yes |X| No
The Registrant filed its 2004 Form 10-K on December 14, 2006 and is in the
process of completing the work effort necessary for filing the Periodic Reports.
(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion
thereof? |X| Yes |_| No
If so: attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
The Registrant anticipates that its 2006 financial results will differ
significantly from previously issued financial statements as a result of the
following significant events that have occurred since December 31, 2004:
o The Registrant disposed of its 71% interest in PeterStar on
August 1, 2005, for cash consideration of $215.0 million, and
as a result, the Registrant will recognize a gain of $113.1
million, before transactional costs, in the third quarter of
2005.
o The Registrant redeemed its outstanding $152.0 million 10 1/2%
Senior Notes in August 2005 using a portion of the cash
proceeds from the sale of PeterStar.
o The Registrant changed its effective ownership interests in
certain of its Georgian business ventures in 2005 and 2006, as
follows:
o The Registrant increased its economic interest in Magticom by
8.3% during the first quarter of 2005 at a cost of $23.1
million and further increased its economic interest in
Magticom by 7.3% during the third quarter of 2005 at a cost of
$21.5 million, thereby increasing the Company's economic
interest in Magticom to 50.1%;
o The Registrant increased its economic interest in Telecom
Georgia by 51.0% during the first quarter of 2005 at a cost of
$5.0 million;
o In July 2006, the Company sold a 60% economic interest in
Telecom Georgia, thereby decreasing the Company's economic
interest in Telecom Georgia to 21%, and acquired a 26%
economic interest in Telenet, a Georgian fixed line telephony
and data communication operation, for a net cash outlay of
$0.5 million; and
o In October 2006, a 25.6% owned subsidiary of the Company
acquired a 19% economic interest in Telecom Georgia for $0.7
million, thereby increasing the Company's economic interest in
Telecom Georgia to 25.6%.
On October 2, 2006, the Registrant released preliminary unaudited results
of its Magticom business as of and for the year ended December 31, 2005, which
were included in a Current Report on Form 8-K filed on October 2, 2006. Such
results indicated an increase of 43% in revenues from $102.0 million to $146.1
million for the years ended December 31, 2004 and 2005, respectively. Such
results also indicated an increase of 26% in net income from $50.3 million to
$63.4 million for the years ended December 31, 2004 and 2005, respectively.
Further information in regards to such results are included in the Form 8-K
filed on October 2, 2006.
The Registrant cannot currently provide reasonable estimates for its 2005
or 2006 financial results due to the following:
o The Registrant has not yet finalized its allocation of the
purchase price of its interests in Telecom Georgia and
Magticom during 2005;
o The Registrant has not yet commenced its review and analysis
of the financial results for 2006 for Magticom, Telecom
Georgia and Telenet; and
o The Registrant has not commenced its preparation of its
consolidated financial results for 2006.
Metromedia International Group, Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
By: /S/ HAROLD F. PYLE III
Date: March 15, 2006 ---------------------------------------
-------------- Harold F. Pyle, III
Executive Vice President Finance, Chief
Financial Officer and Treasurer