-----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, D7VlF8UcvCIwYb8ZGCT3urIJTzsiR6wr2ERzhfa7be+G2X6Bb6TpJVB1Md754qgU 2+URERk9Tmmhc1Ihx5AaVw== 0000950142-95-000203.txt : 19951214 0000950142-95-000203.hdr.sgml : 19951214 ACCESSION NUMBER: 0000950142-95-000203 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19951130 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19951213 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: METROMEDIA INTERNATIONAL GROUP INC CENTRAL INDEX KEY: 0000039547 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ALLIED TO MOTION PICTURE PRODUCTION [7819] 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: 95601359 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: 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 FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Filed Pursuant to Section 13 OR 15(d) of THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): NOVEMBER 30, 1995 METROMEDIA INTERNATIONAL GROUP, INC. (Exact name of registrant as specified in its charter) DELAWARE 1-5706 58-0971455 (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification Number) 945 East Paces Ferry Road Suite 2210 ATLANTA, GEORGIA 30326 (Address of principal executive offices) Registrant's telephone number, including area code: (404) 261-6190 Page 2 Item 5. OTHER EVENTS On November 30, 1995, Metromedia International Group, Inc. (the "Company") announced that it had signed a letter of intent with Alliance Entertainment Corp. ("Alliance") to merge Alliance with a newly formed, wholly owned subsidiary of the Company (the "Proposed Alliance Transaction"). Pursuant to the letter of intent, upon consummation of the Proposed Alliance Transaction, Alliance stockholders will exchange their shares of Alliance common stock for shares of the common stock of the Company with a value of $12.00 for each share of Alliance common stock exchanged (based on the average closing price of the Company's common stock over the 20 trading day period ended five days prior to the consummation of the Proposed Alliance Transaction). In the event that such average trading price is less than $13.00 per share or greater than $23.00 per share, then the average trading price for purposes of the exchange will be deemed to be $13.00 and $23.00 per share, respectively. In addition, each stockholder of Alliance will receive .2 five-year warrants to purchase shares of the Company's common stock at an exercise price of $21.00 per share in exchange for each share of Alliance common stock exchanged. Alliance is the largest full service distributor of prerecorded music and music related products in the Page 3 United States and is also actively engaged in the acquisition and exploitation of proprietary rights with respect to recorded music, video and video CDs. The consummation of the Proposed Alliance Transaction remains subject to customary closing conditions, including the preparation and execution of definitive documentation, approval of the transaction by the boards of directors and stockholders of the Company and Alliance, and the receipt of all regulatory approvals including the lapse or early termination of the applicable waiting periods under the HSR Act, and other customary conditions. In addition, Metromedia Company, an affiliate of the Company, has agreed to provide a guaranty of any financing necessary to purchase the Alliance $125,000,000 11 1/4 % senior subordinated notes due 2005 which may be tendered pursuant to the change of control provisions governing such notes. As a condition to the consummation of the Proposed Alliance Transaction, Metromedia Company, or its affiliate, desires to purchase from certain present holders of Alliance common stock their shares of Alliance common stock. In order to satisfy this condition, the Chief Executive Officer and the Chief Financial Officer of Alliance have agreed to sell to Metromedia Company, or its affiliate, in the aggregate 3,600,000 shares of Alliance common stock owned by such officers. Furthermore, the Chief Executive Officer of Alliance will be elected to the Company's Board of Directors upon consummation of the Proposed Alliance Transaction. Page 4 A press release describing the Proposed Alliance Transaction is filed with this Report as Exhibit 99.2. Page 5 Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (c) The following are exhibits to this Report and are filed herewith: Exhibit 99.1 Letter of Intent dated November 30, 1995, between Metromedia International Group, Inc. and Alliance Entertainment Corp. relating to the proposed acquisition of Alliance Entertainment Corp. Exhibit 99.2 Press Release relating to the proposed acquisition of Alliance Entertainment Corp. SIGNATURES 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. (Registrant) By: /S/ ARNOLD L. WADLER ------------------------------- Arnold L. Wadler Senior Vice President and General Counsel Dated: December 13, 1995 EXHIBIT INDEX METROMEDIA INTERNATIONAL GROUP, INC. Current Report on Form 8-K Dated November 30, 1995 EXHIBIT NO. DESCRIPTION 99.1 Letter of Intent dated November 30, 1995, between Metromedia International Group, Inc. and Alliance Entertainment Corp. relating to the proposed acquisition of Alliance Entertainment Corp. 99.2 Press Release relating to the proposed acquisition of Alliance Entertainment Corp. EX-99 2 EXHIBIT 99.1 Exhibit 99.1 Metromedia International Group, Inc. One Meadowlands Plaza East Rutherford, New Jersey 07073 November 30, 1995 Alliance Entertainment Corp. 110 East 59th Street New York, New York Ladies and Gentlemen: This letter sets forth our understanding with respect to a contemplated transaction (the "Proposed Transaction") between Metromedia International Group, Inc., a Delaware corporation ("Metromedia"), and Alliance Entertainment Corp. ("Alliance"), a Delaware corporation. 1. THE PROPOSED TRANSACTION. The Proposed Transaction will have the principal terms set forth on Exhibit A hereto. 2. CONDITIONS. Consummation of the Proposed Transaction is subject to the following conditions: (i) execution and delivery of definitive agreements providing for the Proposed Transaction containing representations, warranties, covenants and closing conditions (excluding any financing conditions) customary for transactions of this type and which are mutually acceptable to the parties hereto; (ii) approval of the Proposed Transaction by the Boards of Directors and stockholders of each of Metromedia and Alliance; (iii) the receipt of fairness opinions by each of Metromedia and Alliance; (iv) receipt of all required consents and approvals; and (v) receipt of all requisite regulatory approvals, including approval with respect to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. 3. PRESS RELEASE. Promptly after the execution and delivery of this letter by the parties hereto, Metromedia and Alliance shall issue a joint press release in the form of Exhibit B hereto. Thereafter, except as may be required by applicable law or pursuant to the rules and regulations of the New York Stock Exchange or the American Stock Exchange, neither Metromedia nor Alliance shall, and each shall cause their respective affiliates, agents, advisors and representatives not to, issue or cause the publication of any press release or other announcement with respect to the Proposed Transaction without the consent of the other party hereto. 4. EXCLUSIVITY. (a) From the date hereof until the termination of this letter, neither Alliance nor any of its subsidiaries shall, nor shall it or any of its subsidiaries authorize or permit any of their respective officers, directors, employees, attorneys, accountants, investment bankers, financial advisors, representatives, agents or other authorized persons to (i) solicit, initiate, encourage (including by way of furnishing information) or take any other action to facilitate, any inquiry or the making of any proposal which constitutes, or may reasonably be expected to lead to, any acquisition or purchase of a substantial amount of assets of, or any equity interest in, Alliance or any of its subsidiaries or any tender offer (including a self tender offer) or exchange offer, merger, consolidation, business combination, sale of substantially all assets, sale of securities, recapitalization, liquidation, dissolution or similar transaction involving Alliance or any of its subsidiaries (other than the transactions contemplated by this letter) or any other material corporate transaction the consummation of which would or could reasonably be expected to impede, interfere with, prevent or materially delay the Proposed Transaction (collectively, "Transaction Proposals") or agree to or endorse any Transaction Proposal or (ii) propose, enter into or participate in any discussions or negotiations regarding any of the foregoing, or furnish to any other person or entity any information with respect to its business, properties or assets or any of the foregoing, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other person or entity to do or seek any of the foregoing. (b) Notwithstanding the foregoing paragraph 4(a), nothing herein shall prohibit Alliance from (i) furnishing information pursuant to an appropriate confidentiality letter concerning Alliance and its businesses, properties or assets to a third party who has made a Qualified Transaction Proposal (as defined below), (ii) engaging in discussions or negotiations with such a third party who has made a Qualified Transaction Proposal or (iii) following receipt of a Qualified Transaction Proposal, taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) under the Securities Exchange Act of 1934, as amended, but in each case referred to in the foregoing clauses (i) through (iii) only after the Board of Directors of Alliance concludes in good faith following receipt of a written opinion addressed to Metromedia and Alliance of Alliance's outside counsel that such action is reasonably necessary for the Board of Directors of Alliance to comply with its fiduciary obligations to stockholders under applicable law. If the Board of Directors of Alliance receives a Transaction Proposal, then Alliance shall immediately inform Metromedia of the terms and conditions of such proposal and the identity of the person or entity making it and shall keep Metromedia fully informed of the status and details of any such Transaction Proposal and of all steps it is taking in response to such Transaction Proposal. (c) For purposes of this letter, the term "Qualified Transaction Proposal" shall mean a Transaction Proposal that the Board of Directors of Alliance determines in good faith, after consultation with its financial advisors, is reasonably capable of being consummated and is not subject to any material contingencies relating to financing. 5. EXPENSES. Each of the parties hereto will pay their respective fees and expenses incurred in connection with the Proposed Transaction. 6. GOVERNING LAW. This letter shall be governed by the laws of the State of New York without regard to the conflict of laws principles thereof. 7. NON-BINDING LETTER. This letter constitutes our current understanding of the Proposed Transaction but, except as set forth in the last sentence of this paragraph, shall not be binding upon the parties, nor shall it impose any obligations on the parties. Except as set forth in the last sentence of this paragraph, no binding obligation with respect to the Proposed Transaction will result unless the definitive agreements are executed and delivered by the parties. Notwithstanding the foregoing, paragraphs 3, 4, 5, 6, 8, and 9 and this paragraph 7 shall constitute the legal, valid and binding obligation of the parties. 8. TERMINATION. The Proposed Transaction may be abandoned and this letter of intent may be terminated by any party if definitive agreements representing the Proposed Transaction have not been executed on or before December 31, 1995 (the "Termination Date"). In addition, Alliance may terminate this letter if it enters into a letter of intent or definitive agreement for a Business Combination; PROVIDED, THAT the amounts payable pursuant to Section 5(b) shall be payable on any such termination by Alliance. 9. THIRD PARTY BENEFICIARIES. No third party beneficiary rights are granted hereunder. If this letter correctly sets forth our understanding, please so acknowledge by signing in the space indicated below and returning the enclosed copy of this letter. Very truly yours, METROMEDIA INTERNATIONAL GROUP, INC. By:/S/ STUART SUBOTNICK ------------------------ Name: Title: ACCEPTED AND AGREED: ALLIANCE ENTERTAINMENT CORP. By:/S/ JOSEPH J. BIANCO ------------------------ Name: Title: EXHIBIT A Merger of Metromedia International Group, Inc. ("Metromedia"), Metromedia Alliance Mergerco, a newly-formed, wholly-owned subsidiary and Alliance of Metromedia ("Alliance Mergerco") and Alliance Entertainment Corp. ("Alliance") will enter into a merger agreement which will provide for the merger of Alliance with Alliance Mergerco. Each Alliance stockholder will receive for each share of Alliance common stock (i) a number of shares of Metromedia common stock equal to the number of shares of Alliance Common Stock held by such holder multiplied by the ratio of $12.00 divided by the average closing sale price of Metromedia common stock for the 20 trading days ended 5 business days prior to the date of the consummation of the merger (the "Average Closing Price"); PROVIDED, THAT, if the Average Closing Price is less than $13.00, then the Average Closing Price shall be deemed to be $13.00 and if the Average Closing Price is more than $23.00, the Average Closing Price shall be deemed to be $23.00, plus (ii) .2 Warrants ("Warrants") to purchase shares of Metromedia common stock having the terms described below. Holders of options and warrants to purchase shares of Alliance common stock will be entitled to receive upon the exercise of such options or warrants that number of shares of Metromedia common stock and Warrants which such holder would have been entitled to receive had the holder exercised such options or warrants prior to the consummation of the Merger. It is the parties intention to effect the exchange of Alliance common stock for Metromedia common stock pursuant to a transaction which will qualify as a "reorganization" within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended. Warrants Each Warrant will be immediately exercisable for shares of Metromedia common stock at a price of $21.00 per share and will be exercisable for five years from the date of closing of the merger. Subordinated Debt In connection with the consummation of the merger, Repurchase Metromedia Company or its affiliate shall agree to provide a guarantee of any financing required in connection with the satisfaction of the repurchase obligations of Alliance pursuant to the terms of Alliance's $125 million aggregate principal amount of publicly traded subordinated debentures. Shelf Registration Metromedia shall file a registration statement on Form S-3 with the Securities and Exchange Commission to permit the resale by "affiliates" of Alliance of the Metromedia common stock received in the merger (and upon exercise of the Warrants) and shall cause such registration statement to be effective on the date of the consummation of the merger and to remain effective for a period of three years thereafter. In addition, Metromedia shall file registration statements on Form S-8 or other appropriate forms with the Securities and Exchange Commission to permit the resale of shares of Metromedia common stock received upon the exercise of stock options and warrants. Metromedia Stock As a condition to the execution of the merger agreement, Purchase certain affiliates of Metromedia desire to purchase from certain present holders of Alliance common stock their shares of Alliance common stock. In order to satisfy this condition, the Chief Executive Officer and the Chief Financial Officer of Alliance have agreed to sell to such affiliates in the aggregate 3,600,000 shares of Alliance common stock owned by such officers of Alliance. Management and Joseph Bianco, Chairman and Chief Executive Officer of Other Issues Alliance, will become the chief executive officer of all of Metromedia's entertainment entities other than Metromedia International Telecommunications, Inc. Joseph Bianco, Chairman and Chief Executive Officer of Alliance, will be elected to the Board of Directors of Metromedia. In connection with the merger, Alliance shall pay all contractual bonuses and make other payments to certain executives of Alliance, such other payments in an aggregate amount not to exceed $6,000,000. EX-99 3 EXHIBIT 99.2 Exhibit 99.2 METROMEDIA INTERNATIONAL GROUP, INC. AND ALLIANCE ENTERTAINMENT CORP. TO MERGE (New York), November 30, 1995 - Metromedia International Group, Inc. (MIGI) (AMEX: MMG) and Alliance Entertainment corp. (NYSE: CDS) today announced that they have signed a letter of intent to merge Alliance with a newly-formed, wholly-owned subsidiary of MIGI. Upon consummation of the merger, Alliance shareholders will exchange their shares for MIGI common stock with a value of $12.00 for each share of Alliance common stock exchanged (based on the average closing price of the MIGI common stock over the 20 day trading period ended five days prior to the consummation of the merger). In the event that such average trading price is less than $13.00 per share or greater than $23.00 per share, then the average trading price for purposes of the exchange will be deemed to be $13.00 and $23.00 per share, respectively. In addition each Alliance shareholder will receive five year warrants to purchase .2 shares of MIGI stock at an exercise price of $21.00 per share in exchange for each share of Alliance common stock exchanged. Alliance is the largest full service distributor of pre- recorded music and music related products in the United States and is also actively engaged in the acquisition and exploitation of proprietary rights with respect to recorded music, video and video CDS. The merger of Alliance into Metromedia International Group is one more jewel in the crown as we create a global entertainment, communications and media company," said John Kluge, Chairman of MIGI. Joseph Bianco, chairman of Alliance, said, "We believe the combination of Alliance with MIGI and its substantial film library is the next logical step in the growth of Alliance as an entertainment company." Consummation of the transaction remains subject to customary closing conditions including the preparation and execution of definitive documentation, approval of the transaction by the boards of directors and shareholders of Metromedia and Alliance, and the receipt of all regulatory approvals, including the lapse or early termination of the applicable waiting period under Hart-Scott-Rodino. In addition, Metromedia Company, an affiliate of MIGI, has agreed to provide to MIGI a guaranty of any financing necessary to repurchase Alliance 11-1/4 senior subordinated notes due 2005 which are tendered pursuant to the change of control provisions governing such notes. Metromedia International Group is an international communications, media and entertainment company. Its core businesses are Orion Pictures Corporation, a film production and distribution company with a film library of more than 1,000 titles and Metromedia International Telecommunications, Inc., a company which operates communications and media businesses in Eastern Europe and former Soviet Republics. Metromedia International Group also owns Snapper, Inc. which manufactures and sells lawn and garden equipment. The company also owns approximately 39% of the outstanding shares of Roadmaster Industries, Inc. (NYSE:RDM), a leading sporting goods manufacturer. -----END PRIVACY-ENHANCED MESSAGE-----