As filed with the Securities and Exchange Commission on April 26, 2004
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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): April 26, 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 7. Financial Statements and Exhibits
(c) Exhibits.
99.1 Press Release of Metromedia International Group, Inc., dated
April 26, 2004
Item 9. Other Events and Regulation FD Disclosure
On April 26, 2004, the Company announced the following events concerning
Magticom Ltd., the Company's business venture in the Republic of Georgia
operating a wireless communications network and marketing mobile voice
communication services nationwide to private and commercial users ("Magticom").
The Company's wholly-owned subsidiary International Telcell Communications, Inc.
("ITC") is the managing member of Telcell Wireless LLC ("Telcell"), which in
turn today has a 49% ownership interest in Magticom. Dr. George Jokhtaberidze,
co-founder with the Company of Magticom, today owns directly the remaining 51%
of Magticom. ITC has a 70.41% ownership interest in Telcell; giving the Company
today an indirect 34.5% ownership interest in Magticom.
Magticom issued a dividend of $14 million on April 23, 2004. Telcell, which is
entitled to $6.86 million of this dividend, agreed to loan this amount to Dr.
Jokhtaberidze by redirecting its share of the dividend distribution to him. As
security for the loan, Dr. Jokhtaberidze has assigned to Telcell his right to
receive future dividends from Magticom until the loan, which matures on December
31, 2004, is paid in full. The Company expects that Magticom will declare and
pay dividends during the remainder of 2004 in an amount necessary to make this
repayment. However, as described more fully below, the Company expects this loan
to be repaid during second quarter of 2004, as part of a business combination
transaction with Dr. Jokhtaberidze.
The Company, Telcell's other member and Dr. Jokhtaberidze have entered into a
binding memorandum of understanding, providing for, upon execution of definitive
documents and satisfaction of certain conditions, Dr. Jokhtaberidze to convey
his 51% interest in Magticom to ITC in exchange for a 49.9% interest in ITC plus
certain cash consideration. The Company will retain the remaining 50.1% majority
ownership of ITC. After completion of all transactions contemplated by this
memorandum of understanding, the Company will have the largest effective
ownership interest in Magticom at 42.8% and will be able to exert operational
control over Magticom as a result of its status as managing member of Telcell
and majority stockholder of ITC. A portion of Dr. Jokhtaberidze's cash proceeds
from these transactions will be used to repay the aforementioned loan, with
$4.83 million of this repayment being distributed to the Company in consequence
of its current 70.41% ownership interest in Telcell. The parties anticipate that
all transactions contemplated in the memorandum of understanding will be
concluded by end of second quarter 2004.
The previously announced Georgian Government investigations into past business
and tax payment practices of Magticom have been completed with no adverse
findings. The previously announced prosecution by the Georgian Government of Dr.
Jokhtaberidze has been dropped without finding any wrong-doing and Dr.
Jokhtaberidze has been released from the investigative detention in which he had
been held since February 20, 2004. The Company believes that no further
investigations or prosecutions of Magticom, Magticom personnel or Dr.
Jokhtaberidze with respect to past business or tax payment practices will be
undertaken by the Georgian Government.
The press release announcing this matter is attached as Exhibit 99.1 and
is incorporated herein by reference.
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: April 26, 2004
Charlotte, NC
EXHIBIT INDEX
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Exhibit Description
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99.1 Press Release of Metromedia International Group, Inc. dated April
26, 2004