-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OJtNKH6WpKah3xYapjXI+vJYWmYZOiF16JgYj9XAkTicahsFRbWneDUvNjVjjOCn i77zi0q3AEENm1zGxPyOtg== 0000950142-95-000177.txt : 19951118 0000950142-95-000177.hdr.sgml : 19951118 ACCESSION NUMBER: 0000950142-95-000177 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19951109 SROS: AMEX SROS: PSE GROUP MEMBERS: JOHN W. KLUGE GROUP MEMBERS: MET INTERNATIONAL, INC. GROUP MEMBERS: MET TELCELL, INC. GROUP MEMBERS: METPRODUCTIONS, INC. GROUP MEMBERS: METROMEDIA CO ET AL GROUP MEMBERS: METROMEDIA COMPANY GROUP MEMBERS: STUART SUBOTNICK SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ACTAVA GROUP INC CENTRAL INDEX KEY: 0000039547 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PHOTOFINISHING LABORATORIES [7384] IRS NUMBER: 580971455 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-17085 FILM NUMBER: 95589058 BUSINESS ADDRESS: STREET 1: 945 E PACES FERRY RD STREET 2: STE 2210 CITY: ATLANTA STATE: GA ZIP: 30326 BUSINESS PHONE: 4046589000 MAIL ADDRESS: STREET 1: 4900 GEORGIA PACIFIC CTR CITY: ATLANTA STATE: GA ZIP: 30303 FORMER COMPANY: FORMER CONFORMED NAME: FUQUA INDUSTRIES INC /DE/ DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: METROMEDIA CO ET AL CENTRAL INDEX KEY: 0000065322 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 621293303 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: ONE HARMON PLZ CITY: SECAUCUS STATE: NJ ZIP: 07094 BUSINESS PHONE: 2013483244 SC 13D 1 FORM SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 METROMEDIA INTERNATIONAL GROUP, INC. (Name of Issuer) Common Stock, $1.00 Par Value (Title of Class of Securities) 591695-10-1 (CUSIP Number) ARNOLD L. WADLER Senior Vice President, Secretary & General Counsel, Metromedia Company One Meadowlands Plaza, East Rutherford, New Jersey 07073-2137 Tel. No.: (201) 531-8000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) WITH COPY TO: JAMES M. DUBIN, ESQ. Paul, Weiss, Rifkind, Wharton & Garrison 1285 Avenue of the Americas New York, New York 10019-6064 Tel. No.: (212) 373-3000 November 1, 1995 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13D to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box ___. Check the following box if a fee is being paid with the statement X (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D CUSIP NO. 591695-10-1 Page 2 of 20 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON METROMEDIA COMPANY 62-1293303 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X] (B) 3 SEC USE ONLY 4 SOURCE OF FUNDS OO (See Item 3) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER 15,252,128, including 4,111,624 shares owned directly and 11,140,504 shares that may be deemed beneficially owned through membership in a group 9 SOLE DISPOSITIVE POWER 10 SHARED DISPOSITIVE POWER 15,252,128, including 4,111,624 shares owned directly and 11,140,504 shares that may be deemed beneficially owned through membership in a group 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,252,128, including 4,111,624 shares owned directly and 11,140,504 shares that may be deemed beneficially owned through membership in a group 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 35.9% 14 TYPE OF REPORTING PERSON PN SCHEDULE 13D CUSIP NO. 591695-10-1 Page 3 of 20 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON JOHN W. KLUGE ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X] (B) 3 SEC USE ONLY 4 SOURCE OF FUNDS OO (See Item 3) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. 7 SOLE VOTING POWER NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER 15,252,128 shares, including 4,111,624 shares beneficially owned through Metromedia Company, 2,884,577 shares beneficially owned through Met International, Inc., 4,426,249 shares beneficially owned through Met Telcell, Inc., 993,005 shares beneficially owned through MetProductions, Inc., 2,605,448 shares beneficially owned through a trust and 231,225 shares that may be deemed beneficially owned through membership in a group 9 SOLE DISPOSITIVE POWER 10 SHARED DISPOSITIVE POWER 15,252,128 shares, including 4,111,624 shares beneficially owned through Metromedia Company, 2,884,577 shares beneficially owned through Met International, Inc., 4,426,249 shares beneficially owned through Met Telcell, Inc., 993,005 shares beneficially owned through MetProductions, Inc., 2,605,448 shares beneficially owned through a trust and 231,225 shares that may be deemed beneficially owned through membership in a group 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,252,128 shares, including 4,111,624 shares beneficially owned through Metromedia Company, 2,884,577 hares beneficially owned through Met International, Inc., 4,426,249 shares beneficially owned through Met Telcell, Inc., 993,005 shares beneficially owned through MetProductions, Inc., 2,605,448 shares beneficially owned through a trust and 231,225 shares that may be deemed beneficially owned through membership in a group 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 35.9% 14 TYPE OF REPORTING PERSON IN SCHEDULE 13D CUSIP NO. 591695-10-1 Page 4 of 20 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON STUART SUBOTNICK ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X] (B) 3 SEC USE ONLY 4 SOURCE OF FUNDS OO (See Item 3) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. 7 SOLE VOTING POWER NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER 15,252,128 shares, including 4,111,624 shares beneficially owned through Metromedia Company, 2,884,577 shares beneficially owned through Met International, Inc., 4,426,249 shares beneficially owned through Met Telcell, Inc., 993,005 shares beneficially owned through MetProductions, Inc., 231,225 shares owned in joint tenancy and 2,605,448 shares that may be deemed beneficially owned through membership in a group 9 SOLE DISPOSITIVE POWER 10 SHARED DISPOSITIVE POWER 15,252,128 shares, including 4,111,624 shares beneficially owned through Metromedia Company, 2,884,577 shares beneficially owned through Met International, Inc., 4,426,249 shares beneficially owned through Met Telcell, Inc., 993,005 shares beneficially owned through MetProductions, Inc., 231,225 shares owned in joint tenancy and 2,605,448 shares that may be deemed beneficially owned through membership in a group 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,252,128 shares, including 4,111,624 shares beneficially owned through Metromedia Company, 2,884,577 shares beneficially owned through Met International, Inc., 4,426,249 shares beneficially owned through Met Telcell, Inc., 993,005 shares beneficially owned through MetProductions, Inc., 231,225 shares owned in joint tenancy and 2,605,448 shares that may be deemed beneficially owned through membership in a group 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 35.9% 14 TYPE OF REPORTING PERSON IN SCHEDULE 13D CUSIP NO. 591695-10-1 Page 5 of 20 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Met International, Inc. 22-3262233 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X] (B) 3 SEC USE ONLY 4 SOURCE OF FUNDS OO (See Item 3) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER 15,252,128, including 2,884,577 shares owned directly and 12,367,551 shares that may be deemed beneficially owned through membership in a group 9 SOLE DISPOSITIVE POWER 10 SHARED DISPOSITIVE POWER 15,252,128, including 2,884,577 shares owned directly and 12,367,551 shares that may be deemed beneficially owned through membership in a group 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,252,128, including 2,884,577 shares owned directly and 12,367,551 shares that may be deemed beneficially owned through membership in a group 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 35.9% 14 TYPE OF REPORTING PERSON CO SCHEDULE 13D CUSIP NO. 591695-10-1 Page 6 of 20 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Met Telcell, Inc. 13-3586875 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X] (B) 3 SEC USE ONLY 4 SOURCE OF FUNDS OO (See Item 3) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER 15,252,128, including 4,426,249 shares owned directly and 10,825,879 shares that may be deemed beneficially owned through membership in a group 9 SOLE DISPOSITIVE POWER 10 SHARED DISPOSITIVE POWER 15,252,128, including 4,426,249 shares owned directly and 10,825,879 shares that may be deemed beneficially owned through membership in a group 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,252,128, including 4,426,249 shares owned directly and 10,825,879 shares that may be deemed beneficially owned through membership in a group 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 35.9% 14 TYPE OF REPORTING PERSON CO SCHEDULE 13D CUSIP NO. 591695-10-1 Page 7 of 20 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON MetProductions, Inc. 22-3234560 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X] (B) 3 SEC USE ONLY 4 SOURCE OF FUNDS OO (See Item 3) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER 15,252,128, including 993,005 shares owned directly and 14,259,123 shares that may be deemed beneficially owned through membership in a group 9 SOLE DISPOSITIVE POWER 10 SHARED DISPOSITIVE POWER 15,252,128, including 993,005 shares owned directly and 14,259,123 shares that may be deemed beneficially owned through membership in a group 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,252,128, including 993,005 shares owned directly and 14,259,123 shares that may be deemed beneficially owned through membership in a group 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 35.9% 14 TYPE OF REPORTING PERSON CO Page 8 of 20 Pages ITEM 1. SECURITY AND ISSUER. This statement relates to the common stock, par value $1.00 per share (the "Common Stock"), of Metromedia International Group, Inc. ("MIG"). Its principal executive offices are at 945 East Paces Ferry Road, Atlanta, Georgia 30326. ITEM 2. IDENTITY AND BACKGROUND. This statement is being filed by Metromedia Company ("Metromedia"), John W. Kluge, Stuart Subotnick, Met International, Inc. ("Met International"), Met Telcell, Inc. ("Met Telcell") and MetProductions, Inc. ("MetProductions") (collectively, the "Filing Persons"). METROMEDIA Metromedia is a Delaware general partnership in which John W. Kluge through a trust beneficially owns a general partnership interest and Stuart Subotnick beneficially owns a general partnership interest. Mr. Kluge and Mr. Subotnick are the sole general partners of Metromedia. Mr. Kluge is the Chairman, President and Chief Executive Officer of Metromedia and Mr. Subotnick is the Executive Vice President of Metromedia. The principal businesses of Metromedia and its affiliates include telecommunications, computerized painting, hospitality and entertainment. The address of its principal business and its principal office address are One Meadowlands Plaza, East Rutherford, New Jersey 07073. Annex A to this statement is a listing of the name, the business address, and present principal occupation or employment of each executive officer of Metromedia and the name, principal business and address of any corporation or other organization in which such employment is conducted. Messrs. Kluge and Subotnick are the controlling persons of Metromedia. None of the persons named above or on Annex A has, during the past five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. MET INTERNATIONAL Met International is a Delaware corporation owned solely by Messrs. Kluge and Subotnick. Mr. Kluge is the Chairman, President, and Chief Executive Officer of Met International and Mr. Subotnick is the Executive Vice President of Met International. Messrs. Kluge and Page 9 of 20 Pages Subotnick hold 2,884,577 shares of Common Stock through Met International. Met International conducts no business other than holding such shares of stock of the Issuer. The address of its principal business and its principal office address are c/o Metromedia Company, One Meadowlands Plaza, East Rutherford, New Jersey 07073. Annex A to this statement is a listing of the name, the business address, and present principal occupation or employment of each executive officer of Met International and the name, principal business and address of any corporation or other organization in which such employment is conducted. Messrs. Kluge and Subotnick are the controlling persons of Met International. None of the persons named above or on Annex A has, during the past five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. MET TELCELL Met Telcell is a Delaware corporation owned solely by Messrs. Kluge and Subotnick. Mr. Kluge is the Chairman, President, and Chief Executive Officer of Met Telcell and Mr. Subotnick is the Executive Vice President of Met Telcell. Messrs. Kluge and Subotnick hold 4,426,249 shares of Common Stock through Met Telcell. Met Telcell conducts no business other than holding such shares of stock of the Issuer. The address of its principal business and its principal office address are c/o Metromedia Company, One Meadowlands Plaza, East Rutherford, New Jersey 07073. Annex A to this statement is a listing of the name, the business address, and present principal occupation or employment of each executive officer of Met Telcell and the name, principal business and address of any corporation or other organization in which such employment is conducted. Messrs. Kluge and Subotnick are the controlling persons of Met Telcell. None of the persons named above or on Annex A has, during the past five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Page 10 of 20 Pages METPRODUCTIONS MetProductions is a Delaware corporation owned solely by Messrs. Kluge and Subotnick. Mr. Kluge is the Chairman, President, and Chief Executive Officer of Met Telcell and Mr. Subotnick is the Executive Vice President of Met Telcell. Messrs. Kluge and Subotnick hold 993,005 shares of Common Stock through MetProductions. In addition to holding such shares of stock of the Issuer, MetProductions is engaged in the production and finance of motion pictures. The address of its principal business and its principal office address are c/o Metromedia Company, One Meadowlands Plaza, East Rutherford, New Jersey 07073. Annex A to this statement is a listing of the name, the business address, and present principal occupation or employment of each executive officer of MetProductions and the name, principal business and address of any corporation or other organization in which such employment is conducted. Messrs. Kluge and Subotnick are the controlling persons of MetProductions. None of the persons named above or on Annex A has, during the past five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. JOHN W. KLUGE The business address of John W. Kluge is c/o Metromedia Company, One Meadowlands Plaza, East Rutherford, NJ 07073-2137. His principal occupation Chairman, President and Chief Executive Officer of Metromedia. He has not, during the past five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. He is a citizen of the United States of America. STUART SUBOTNICK The business address of Stuart Subotnick is c/o Metromedia Company, One Meadowlands Plaza, East Rutherford, NJ 07073-2137. His principal occupation is Executive Vice President of Metromedia. He has not, during the past five years, been convicted in a criminal proceeding (excluding traffic violations or Page 11 of 20 Pages similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. He is a citizen of the United States of America. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. METROMEDIA The consideration used in acquiring the Common Stock was 7,195,325 shares of the common stock, par value $.25 per share, of Orion Pictures Corporation ("Orion"), which were exchanged for 4,111,624 shares of Common Stock pursuant to an Amended and Restated Agreement and Plan of Merger, dated as of September 27, 1995 (the "Merger Agreement"), among The Actava Group Inc., Orion, MCEG Sterling Incorporated ("Sterling"), Metromedia International Telecommunications, Inc. ("MITI"), OPC Merger Corp. and MITI Merger Corp. MET INTERNATIONAL The consideration used in acquiring the Common Stock was (i) 62,578 shares of the common stock, par value $.001 per share, of MITI, which were exchanged for 347,268 shares of Common Stock pursuant to the Merger Agreement, and (ii) the contribution of $26,641,745.57 of indebtedness, which was exchanged for 2,537,309 shares of Common Stock pursuant to a Contribution Agreement dated as of November 1, 1995, among Met International, MetProductions and the Issuer. MET TELCELL The consideration used in acquiring the Common Stock was 797,613 shares of the common stock of MITI, which were exchanged for 4,426,249 shares of Common Stock pursuant to the terms of the Merger Agreement. METPRODUCTIONS The consideration used in acquiring the Common Stock was the contribution of $10,426,558 of indebtedness, which was exchanged for 993,005 shares of Common Stock pursuant to a Contribution Agreement dated as of November 1, 1995, among Met International, MetProductions and the Issuer. JOHN W. KLUGE The consideration used in acquiring the Common Stock was (i) 4,020,000 shares of the common stock of Orion, which were exchanged for 2,297,148 shares of Common Page 12 of 20 Pages Stock, and (ii) 55,556 shares of the common stock of MITI, which were exchanged for 308,300 shares of Common Stock, each pursuant to the terms of the Merger Agreement. STUART SUBOTNICK The consideration used in acquiring the Common Stock was 41,667 shares of the common stock of MITI, which were exchanged for 231,225 shares of Common Stock pursuant to the terms of the Merger Agreement. ITEM 4. PURPOSE OF TRANSACTION. Shares of Common Stock (the "Shares") were acquired pursuant to a series of related mergers (the "Mergers") consummated on November 1, 1995, which occurred pursuant to the Merger Agreement. Pursuant to the Merger Agreement, Orion and MITI merged into newly formed subsidiaries of Actava and Sterling merged into Actava. Actava was renamed "Metromedia International Group, Inc." in connection with the Mergers. Prior to the Mergers, Messrs. Kluge and Subotnick were the beneficial owners, directly and indirectly, of over a majority of the outstanding shares of Orion's common stock and MITI's common stock. After giving effect to the Mergers, Messrs. Kluge and Subotnick beneficially own approximately 35.9% of the Issuer. In addition, Metromedia, through its control of Orion, designated six of the ten members of the Issuer's initial Board of Directors. Certain officers of Metromedia also serve as officers of the Issuer. In the ordinary course of their business, the Filing Persons from time to time acquire or divest themselves of significant or controlling interests in various companies. The purpose of acquiring a significant or controlling interest in such companies, including the Issuer, is to enhance the value of the company as an investment. From time to time the Filing Persons review the performance of their investments and consider possible strategies for enhancing value. As part of their ongoing review of their investment in the Shares, the Filing Persons are currently exploring and may explore from time to time in the future a variety of alternatives, including, without limitation: (a) the acquisition of additional securities of the Issuer or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of the assets of the Issuer or any of its subsidiaries; (d) a change in the present Board of Directors or management of the Issuer; (e) a material change in the present capitalization or dividend policy of the Issuer; (f) other material changes in the Issuer's business or corporate structure; (g) causing a class of securities of the Issuer to be delisted from a Page 13 of 20 Pages national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (h) causing a class of equity securities of the Issuer to become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; and (i) other actions similar to any of those enumerated above. There is no assurance that the Filing Persons will develop any plans or proposals with respect to any of the foregoing matters. Any alternatives which the Filing Persons may pursue will depend upon a variety of factors, including, without limitation, current and anticipated future trading prices for the Shares, the financial condition, results of operations and prospects of the Issuer and general economic, financial market and industry conditions. Pursuant to the Merger Agreement, each of Actava, Orion, Sterling and MITI has agreed to use its best efforts to have the Board of Directors of the Issuer, consistent with the fiduciary duties of the directors under Delaware law, consider and adopt a stockholder rights plan within thirty days of November 1, 1995. Although the specific terms of such rights plan have not been determined, it is expected that such rights plan will cause substantial dilution to a person or group that attempts to acquire the Issuer on terms not approved by the Issuer's Board of Directors. Such rights plan may have an anti-takeover effect. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) METROMEDIA Metromedia is the direct owner of 4,111,624 shares of Common Stock and may be deemed the beneficial owner of an additional 11,140,504 shares of Common Stock through its membership in a group of entities under the common ownership and control of Messrs. Kluge and Subotnick, for a total of 15,252,128 shares of Common Stock, representing 35.9% of the outstanding shares of Common Stock. MET INTERNATIONAL Met International is the direct owner of 2,884,577 shares of Common Stock and may be deemed the beneficial owner of an additional 12,367,551 shares of Common Stock through its membership in a group of entities under the common ownership and control of Messrs. Kluge and Subotnick, for a total of 15,252,128 shares of Common Stock, representing 35.9% of the outstanding shares of Common Stock. Page 14 of 20 Pages MET TELCELL Met Telcell is the direct owner of 4,426,249 shares of Common Stock and may be deemed the beneficial owner of an additional 10,825,879 shares of Common Stock through its membership in a group of entities under the common ownership and control of Messrs. Kluge and Subotnick, for a total of 15,252,128 shares of Common Stock, representing 35.9% of the outstanding shares of Common Stock. METPRODUCTIONS MetProductions is the direct owner of 993,005 shares of Common Stock and may be deemed the beneficial owner of an additional 14,259,123 shares of Common Stock through its membership in a group of entities under the common ownership and control of Messrs. Kluge and Subotnick, for a total of 15,252,128 shares of Common Stock, representing 35.9% of the outstanding shares of Common Stock. JOHN W. KLUGE Mr. Kluge is the beneficial owner of 15,252,128 shares of Common Stock, which figure includes 4,111,624 shares owned by Metromedia, 2,884,577 shares owned by Met International, 4,426,249 shares owned by Met Telcell, 993,005 shares owned by MetProductions, Inc., 2,605,448 shares owned by a trust affiliated with Mr. Kluge (the "Trust") and 231,225 shares owned by Mr. Subotnick in joint tenancy, of which he may be deemed a beneficial owner by virtue of his membership in a group with Mr. Subotnick. This amount constitutes 35.9% of the outstanding shares of Common Stock. STUART SUBOTNICK Mr. Subotnick is the beneficial owner of 15,252,128 shares of Common Stock, which figure includes 4,111,624 shares owned by Metromedia, 2,884,577 shares owned by Met International, 4,426,249 shares owned by Met Telcell, 993,005 shares owned by MetProductions, Inc., 231,225 shares owned in joint tenancy and 2,605,448 shares owned by the Trust, of which he may be deemed a beneficial owner by virtue of his membership in a group with Mr. Kluge. This amount constitutes 35.9% of the outstanding shares of Common Stock. (b) METROMEDIA Messrs. Kluge and Subotnick may be deemed to control Metromedia, which has record ownership of 4,111,624 shares of the Common Stock. Thus, they and Metromedia may all be considered to share beneficial ownership of Page 15 of 20 Pages the 4,111,624 shares of Common Stock owned by Metromedia. MET INTERNATIONAL Messrs. Kluge and Subotnick may be deemed to control Met International, which has record ownership of 2,884,577 shares of the Common Stock. Thus, they and Met International may all be considered to share beneficial ownership of the 2,884,577 shares of Common Stock owned by Met International. MET TELCELL Messrs. Kluge and Subotnick may be deemed to control Met Telcell, which has record ownership of 4,426,249 shares of the Common Stock. Thus, they and Met Telcell may all be considered to share beneficial ownership of the 4,426,249 shares of Common Stock owned by Met Telcell. METPRODUCTIONS Messrs. Kluge and Subotnick may be deemed to control MetProductions, which has record ownership of 993,005 shares of the Common Stock. Thus, they and MetProductions may all be considered to share beneficial ownership of the 993,005 shares of Common Stock owned by MetProductions. JOHN W. KLUGE Through his membership in a group with Mr. Subotnick, Mr. Kluge shares with Mr. Subotnick the power to vote and dispose of the 2,605,448 shares of Common Stock owned beneficially by Mr. Kluge through the Trust, the 231,225 shares of Common Stock owned by Mr. Subotnick directly in joint tenancy, the 4,111,624 shares owned by Metromedia, the 2,884,577 shares owned by Met International, the 4,426,249 shares owned by Met Telcell, and the 993,005 shares owned by MetProductions. STUART SUBOTNICK Through his membership in a group with Mr. Kluge, Mr. Subotnick shares with Mr. Kluge the power to vote and dispose of the 2,605,448 shares of Common Stock owned beneficially by Mr. Kluge through the Trust, the 231,225 shares of Common Stock owned by Mr. Subotnick directly in joint tenancy, the 4,111,624 shares owned by Metromedia, the 2,884,577 shares owned by Met International, the 4,426,249 shares owned by Met Telcell, and the 993,005 shares owned by MetProductions. Page 16 of 20 Pages (c) Not applicable. (d) STUART SUBOTNICK Mr. Subotnick owns 231,225 shares of Common Stock as a joint tenant with his wife. As a result, Mr. Subotnick's wife has a right to receive dividends from, or proceeds from the sale of, 231,225 shares of Common Stock owned by Mr. Subotnick. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. See Item 4. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 1: Joint Filing Agreement of the Filing Persons. Page 17 of 20 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I hereby certify that the information set forth in this statement is true, complete and correct. Dated: November 9, 1995 METROMEDIA COMPANY By: /S/ STUART SUBOTNICK ------------------------ Name: Stuart Subotnick Title: General Partner /S/ JOHN W. KLUGE ------------------------- John W. Kluge /S/ STUART SUBOTNICK -------------------------- Stuart Subotnick MET TELCELL, INC. By: /S/ STUART SUBOTNICK -------------------------------- Name: Stuart Subotnick Title: Executive Vice President MET INTERNATIONAL, INC. By: /S/ STUART SUBOTNICK -------------------------------- Name: Stuart Subotnick Title: Executive Vice President METPRODUCTIONS, INC. By: /S/ ROBERT A. MARESCA ------------------------------- Name: Robert A. Maresca Title: Senior Vice President Page 18 of 20 Pages ANNEX A The following tables apply to Metromedia, Met International, Met Telcell and MetProductions, except that, with respect to Table 1, Silvia Kessel is an officer only of Metromedia. TABLE 1: ITEM 2 - ---------------------------------------------------------------------------
NAME AND POSITION WITH METROMEDIA AND/OR PRINCIPAL BUSINESS ADDRESS OCCUPATION OR EMPLOYMENT CITIZENSHIP John W. Kluge Chairman, President and Chief Executive U.S. One Meadowlands Plaza Officer East Rutherford, NJ 07073 Stuart Subotnick Executive Vice President U.S. One Meadowlands Plaza East Rutherford, NJ 07073 Arnold Wadler Senior Vice President, Secretary and U.S. One Meadowlands Plaza General Counsel East Rutherford, NJ 07073 Silvia Kessel Senior Vice President U.S. One Meadowlands Plaza East Rutherford, NJ 07073 Robert A. Maresca Senior Vice President and Chief Financial U.S. One Meadowlands Plaza Officer East Rutherford, NJ 07073
Page 19 of 20 Pages TABLE 2: ITEMS 3-6 - -----------------------------------------------------------------------------
CONTRACTS AND ARRANGEMENTS SOURCE AND AMOUNT INTEREST IN RESPECTING SECURITIES NAME OF FUNDS PURPOSE SECURITIES OF ISSUER OF ISSUER John W. Kluge See Item 3 See Item 4 See Item 5 See Item 6 Stuart Subotnick See Item 3 See Item 4 See Item 5 See Item 6 Arnold Wadler 2,778 shares of Received pursuant Sole power to vote and None MITI's common to the Mergers dispose of 15,416 shares of stock Common Stock owned beneficially through ARNSSA, Inc. (less than one-tenth of one percent) Silvia Kessel 556 shares of Received pursuant Sole power to vote and None MITI's common to the Mergers dispose of 3,085 shares of stock Common Stock (less than one- tenth of one percent) Robert A. Maresca N.A. N.A. None N.A.
Page 20 of 20 Pages EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of the Schedule 13D (and any amendment filed by them) with respect to the common stock, par value $1.00 per share, of Metromedia International Group, Inc. METROMEDIA COMPANY By: /S/ STUART SUBOTNICK --------------------------- Name: Stuart Subotnick Title: General Partner /S/ JOHN W. KLUGE ---------------------------- John W. Kluge /S/ STUART SUBOTNICK ----------------------------- Stuart Subotnick MET TELCELL, INC. By: /S/ STUART SUBOTNICK -------------------------------- Name: Stuart Subotnick Title: Executive Vice President MET INTERNATIONAL, INC. By: /S/ STUART SUBOTNICK ---------------------------------- Name: Stuart Subotnick Title: Executive Vice President METPRODUCTIONS, INC. By: /S/ ROBERT A. MARESCA ----------------------------------- Name: Robert A. Maresca Title: Senior Vice President -----END PRIVACY-ENHANCED MESSAGE-----