As filed with the Securities and Exchange Commission on November 17, 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 16, 2006
METROMEDIA INTERNATIONAL GROUP, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE
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(State or other jurisdiction of incorporation)
1-5706 58-0971455
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(Commission File Number) (I.R.S. Employer Identification No.)
8000 TOWER POINT DRIVE
CHARLOTTE, NORTH CAROLINA 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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N/A
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(Former name or address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the obligation of the registrant under any of the
following provisions:
|_| Written communication 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))
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ITEM 7.01. REGULATION FD DISCLOSURE
In connection with the previously announced execution of a letter of
intent (the "LOI") 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, which proposed transaction has previously been 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, the Company received a letter dated
November 16, 2006 from Salford Georgia ("Salford") and Emergent Telecom
Ventures ("Emergent"), the remaining two members of the buying consortium and
parties to the LOI, in which such members informed the Company that (i)
Emergent is not going to participate in the proposed transaction and has
assigned its proposed 10% equity stake in the buying consortium to Salford,
which 10% equity stake Salford has agreed to assume, and (ii) Salford remains
committed to proceeding with the proposed transaction on the terms contemplated
by the LOI. The proposed US $480 million purchase price will be funded by an
equity commitment from Salford with the possibility of third parties (subject
to the prior written consent of the Company) being invited to join Salford in
making the purchase. A copy of the November 16, 2006 letter from Salford and
Emergent to the Company is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
Representatives of the Company and Salford continue to work and devote
all necessary resources toward the execution of definitive agreements in
respect of the proposed transaction contemplated by the LOI; however, as
previously announced, the execution of definitive agreements in respect of the
proposed transaction are subject to a number of conditions, including without
limitation, the successful completion of due diligence and confirmation of the
accuracy of certain purchase price assumptions. There can be no assurances that
any transaction with Salford or any other party will take place nor can any
assurance be given with respect to the timing or terms of any such transaction.
Details of the terms of a final agreement, if any, will be disclosed upon
signing of definitive agreements.
The preliminary proposal made by the buying consortium, as affirmed by
Salford, is non-binding and the Company has agreed, under certain
circumstances, to provide reimbursement of a limited amount of out-of-pocket
expenses incurred in connection with the buyer's due diligence review and
negotiation of definitive agreements.
Certain statements above, other than statements of historical fact, are
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Such statements are subject to certain risks and
uncertainties that could cause actual results to differ materially from those
reflected in any forward-looking statements. These forward-looking statements
represent the Company's judgment as of the date of this Current Report on Form
8-K. 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.
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ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
EXHIBIT
NUMBER DESCRIPTION
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99.1 Letter dated November 16, 2006 from Salford
Georgia and Emergent Telecom Ventures to
Metromedia International Group, Inc.
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SIGNATURE
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 17, 2006
Charlotte, NC