-----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, Cl9Au4H6VwKtQ2dLJPrnOQ97BHPRctXxcPygVCFDfLB+q6JHUnQoRNQ3jBLPxoxd valfw13N77Vlly+/aouzHQ== 0000950142-06-002007.txt : 20061024 0000950142-06-002007.hdr.sgml : 20061024 20061024140015 ACCESSION NUMBER: 0000950142-06-002007 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061024 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061024 DATE AS OF CHANGE: 20061024 FILER: COMPANY DATA: COMPANY CONFORMED NAME: METROMEDIA INTERNATIONAL GROUP INC CENTRAL INDEX KEY: 0000039547 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 580971455 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05706 FILM NUMBER: 061159742 BUSINESS ADDRESS: STREET 1: 8000 TOWER POINT DRIVE CITY: CHARLOTTE STATE: NC ZIP: 28227 BUSINESS PHONE: 7043217380 MAIL ADDRESS: STREET 1: 8000 TOWER POINT DRIVE CITY: CHARLOTTE STATE: NC ZIP: 28227 FORMER COMPANY: FORMER CONFORMED NAME: ACTAVA GROUP INC DATE OF NAME CHANGE: 19930723 FORMER COMPANY: FORMER CONFORMED NAME: FUQUA INDUSTRIES INC /DE/ DATE OF NAME CHANGE: 19920703 8-K 1 form8k_102406.txt CURRENT REPORT As filed with the Securities and Exchange Commission on October 24, 2006 ================================================================================ 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): October 24, 2006 METROMEDIA INTERNATIONAL GROUP, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 1-5706 58-0971455 - ------------------------------- ---------------------- -------------------- (State or other jurisdiction of (Commission File Number) (IRS Employer incorporation) Identification No.) 8000 Tower Point Drive, Charlotte, NC 28227 ---------------------------------------- -------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (704) 321-7380 -------------- NOT APPLICABLE ------------------------------------------------------------- (Former name or former address, if changed since last report) 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)) ================================================================================ 2 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 October 24, 2006 from Istithmar, one of the members of the buying consortium and a party to the LOI, in which Istithmar has informed the Company that it is not going to participate in the proposed transaction and has assigned its proposed stake in the buying consortium to the other members of such group on a pro rata basis. A copy of the October 24, 2006 letter from Istithmar to the Company is attached hereto as Exhibit 99.1 and is incorporated herein by reference. In light of the letter received from Istithmar, the Company will pursue discussion with the remaining members of the buying consortium, Salford Georgia and Emergent Telecom Ventures, regarding their interest and ability to assume Istithmar's stake in the buying consortium and pursue the transactions contemplated by the LOI. The Company will report the outcome of these discussions promptly following any definitive conclusions reached in such discussions with Salford and Emergent. There can be no assurances that any transaction with the remaining members of the buying consortium 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, reached between the parties will be disclosed upon signing 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. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS (d) Exhibits 99.1 Letter dated October 24, 2006 from Istithmar to Metromedia International Group, Inc. 3 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 ----------------------------------- Name: Harold F. Pyle, III Title: Executive Vice President Finance, Chief Financial Officer and Treasurer Date: October 24, 2006 Charlotte, NC EX-99 2 ex99-1form8k_102406.txt EXHIBIT 99.1 EXHIBIT 99.1 ------------ STRICTLY PRIVATE & CONFIDENTIAL SUBJECT TO CONTRACT [ISTITHMAR LOGO] 24 October 2006 Metromedia International Group, Inc. 8000 Tower Point Drive Charlotte, North Carolina 28227 U.S.A. Attn: Mark S. Hauf Chairman of the Board of Directors and Chief Executive Officer Dear Mark, LETTER OF INTENT DATED 28 SEPTEMBER 2006 BETWEEN ISTITHMAR PJSC (ISTITHMAR), SALFORD GEORGIA (SALFORD), EMERGENT TELECOM VENTURES LIMITED (ETV, TOGETHER WITH ISTITHMAR AND SALFORD, THE CONSORTIUM) AND METROMEDIA INTERNATIONAL GROUP, INC. (THE LOI). We refer to the LOI and write to advise you that our investment committee met to consider the proposed acquisition of the outstanding capital stock of Metromedia International Telecommunications, Inc. in MITI as more particularly set out in the LOI (the Transaction). After due and careful consideration of the Transaction and after thorough discussions between ourselves and our Consortium Partners, Salford and ETV, it was determined in accordance with the terms of the LOI that Istithmar should not proceed with the Transaction. Accordingly, regrettably, Istithmar will not be a member of the Consortium pursuing this Transaction. We thank you for the assistance provided by you to us. We understand that Salford and ETV are continuing to evaluate the Transaction and we hereby assign our proposed stake in the Consortium to them on a pro rata basis. We wish you success in your continued dealings with Salford and ETV. Sincerely, /s/ Osman Qureshi Osman Qureshi Managing Director Istithmar -----END PRIVACY-ENHANCED MESSAGE-----