As filed with the Securities and Exchange Commission on November 20, 2006
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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): November 18, 2006
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 (IRS Employer
of incorporation) File 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
In connection with the letter of intent executed by Metromedia
International Group, Inc. (the "Company") in respect of a preliminary offer
received by the Company for the acquisition of substantially all of the
Company's business interests in the country of Georgia, the Company executed
separate lock-up, support and voting agreements (the "Lock-Up and Voting
Agreements") with representatives (the "Preferred Representatives") of holders
of more than two-thirds of its 4.1 million outstanding shares of preferred
stock, par value $1.00 per share (the "Preferred Stock"). Such matters were
previously reported by the Company on a Current Report on Form 8-K filed with
the United States Securities and Exchange Commission on October 2, 2006.
On November 18, 2006, the Company and Preferred Representatives of holders
of more than two-thirds of the Company's outstanding shares of Preferred Stock
agreed to an amendment to the Lock-Up and Voting Agreements pursuant to which
holders of the Company's Preferred Stock will receive $68 per share from Net
Distributable Consideration (as defined in the amendment to the Lock-Up and
Voting Agreements, a form of which is attached hereto as Exhibit 10.1) of $420
million or less, plus one-half of any Net Distributable Consideration in excess
of $420 million and less than $465 million, and plus twenty percent of any
remaining Net Distributable Consideration in excess of $465 million, allocated
equally among the shares of Preferred Stock. The balance of Net Distributable
Consideration would be allocated equally among the outstanding common shares.
Prior to the amendment to the Lock-Up and Voting Agreements, holders of
Common Stock were entitled to 80% of any Net Distributable Consideration in
excess of such amount which provided for each holder of Preferred Stock
receiving the full face value of their security plus all accrued and unpaid
dividends payable thereon as of the date of the chapter 11 filing in connection
with the proposed sale transaction. Under those terms, common stockholders would
receive 80% of Net Distributable Consideration in excess off an estimated $495
million, if the distribution occurred at the end of the first quarter of 2007.
With the amendment to the Lock-Up and Voting Agreements, holders of Preferred
Stock are now entitled to 80% of any Net Distributable Consideration in excess
of $465 million. Although this change will not affect distribution to Common
Stockholders arising from a transaction at the presently proposed $480 million
sale price level, it could increase such distribtion in the event of a sale
transaction at a price level higher than $480 million should one arise through
the bankruptcy auction process.
As previously announced, the Company presently estimates that Net
Distributable Consideration following consummation of a $480 million sale in the
first quarter of 2007 and essential conclusion of the related wind-up case filed
in the United States Court for the District of Delaware by the end of the first
half of 2007 will range from $440-450 million. Pursuant to the plan of
distribution agreed with the Preferred Representatives, as amended, this outcome
would not change the previously announced distribution of $70.42 to $71.62 to
each share of Preferred Stock and $1.58 to $1.63 to each common share.
The form of amendment to the Lock-Up and Voting Agreements with the
Preferred Representatives is attached hereto as Exhibit 10.1 and is incorporated
herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
10.1 Form of amendment to the lock-up and voting agreements with
representatives of holders of Metromedia International Group, Inc.
7.25% Cumulative Convertible Preferred Stock.
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: November 20, 2006
Charlotte, NC