-----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, WIODvG5JjcRMAUjHlNDqzHKptfQmiQ3yfaWtsHikCQR52VTaaNLxeM0H3glEC7HX C0MZ7vNoJAVLHn9hID78Sg== 0000950142-96-000129.txt : 19960430 0000950142-96-000129.hdr.sgml : 19960430 ACCESSION NUMBER: 0000950142-96-000129 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19960429 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960429 SROS: AMEX SROS: NYSE SROS: PSE 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: 96552785 BUSINESS ADDRESS: STREET 1: 945 E PACES FERRY RD STREET 2: STE 2210 CITY: ATLANTA STATE: GA ZIP: 30326 BUSINESS PHONE: 4042616190 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): APRIL 29, 1996 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 April 29, 1996, Metromedia International Group, Inc. (the "Company") and Alliance Entertainment Corp. ("Alliance") announced that they had entered into a Termination and Release Agreement which mutually terminated their previously announced Agreement and Plan of Merger dated as of December 20, 1995 (the "Merger Agreement"), pursuant to which Alliance was to merge with a newly-formed, wholly-owned subsidiary of the Company (the "Merger"). A copy of the joint press release of the Company and Alliance is attached as Exhibit 99.1. The Company and Alliance announced in the joint press release that due to changing conditions, the Boards of Directors of both companies believe that the Merger is not in the best interest of their respective stockholders. Pursuant to the terms of the Termination and Release Agreement, which is attached hereto as Exhibit 99.2, the Company and Alliance have agreed to terminate the Merger Agreement and all agreements and understandings between the Company and Alliance related to the Merger Agreement. In addition, the Company and Alliance have agreed to release each other and their respective affiliates from any and all liabilities, damages and other losses of any nature in any way arising out of or connected to the Merger Agreement and any agreements related thereto. Page 3 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 Joint Press Release dated April 29, 1996 of Metromedia International Group, Inc. and Alliance Entertainment Corp. Exhibit 99.2 Termination and Release Agreement dated April 29, 1996, by and among Metromedia International Group, Inc., Alliance Merger Corp. and 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/ SILVIA KESSEL ---------------------------- Silvia Kessel Senior Vice President and Chief Financial Officer Dated: April 29, 1996 EXHIBIT INDEX METROMEDIA INTERNATIONAL GROUP, INC. Current Report on Form 8-K Dated April 29, 1996 EXHIBIT NO. DESCRIPTION Exhibit 99.1 Joint Press Release dated April 29, 1996 of Metromedia International Group, Inc. and Alliance Entertainment Corp. Exhibit 99.2 Termination and Release Agreement dated April 29, 1996, by and among Metromedia International Group, Inc., Alliance Merger Corp. and Alliance Entertainment Corp. EX-99 2 EXHIBIT 99.1 Exhibit 99.1 Capitoline MS&L -- Jennifer Hirshberg Stern & Co. -- Dick Stern (202) 467-3900 (212) 777-7722 Alliance -- Anil Narang, President (212) 935-6662 FOR IMMEDIATE RELEASE METROMEDIA INTERNATIONAL GROUP, INC. AND ALLIANCE ENTERTAINMENT CORP. ANNOUNCE MUTUAL TERMINATION OF MERGER AGREEMENT (NEW YORK, NY, April 29, 1996) Metromedia International Group, Inc. (MIG) (AMEX:MMG) and Alliance Entertainment Corp. (NYSE:CDS) announced today that they have mutually agreed to terminate their previously announced merger agreement. Due to changing conditions, the Boards of Directors of both companies believe that the merger is not in the best interest of their respective stockholders. John W. Kluge, Chairman of MIG stated: "We continue to be committed to building a global entertainment, media and communications company. To that end, MIG's previously announced acquisition of The Samuel Goldwyn Company, an independent film and theater company with an 850-title film and television library, remains on course." Joseph Bianco, Chairman and Chief Executive Officer of Alliance noted that: "The Board of Directors of Alliance has determined that it is in the best interests of Alliance and its stockholders that the Company remain independent at this time so that it can continue to focus on its core businesses through internal growth and strategic acquisitions, thereby enhancing long-term stockholder value. Alliance expects to achieve continued growth, with revenues and cash flow in 1996 expected to exceed the record levels achieved in 1995." Metromedia International Group is a global entertainment, media and communications company whose primary operations are focused in the entertainment and communications businesses. 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. EX-99 3 EXHIBIT 99.2 Exhibit 99.2 TERMINATION AND RELEASE AGREEMENT TERMINATION AND RELEASE AGREEMENT (the "Agreement"), dated as of April 29, 1996, among METROMEDIA INTERNATIONAL GROUP, INC., a Delaware corporation ("Metromedia"), ALLIANCE MERGER CORP., a Delaware corporation and a wholly-owned subsidiary of Metromedia ("Alliance Mergerco"), and ALLIANCE ENTERTAINMENT CORP., a Delaware corporation ("Alliance"). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below). WHEREAS, Metromedia, Alliance Mergerco and Alliance are parties to an Agreement and Plan of Merger dated as of December 20, 1995 providing for, among other things, the merger (the "Merger") of Alliance Mergerco with and into Alliance; NOW, THEREFORE, in consideration of the mutual covenants and agreements hereunder and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. TERMINATION OF THE MERGER AGREEMENT, ETC. (a) Pursuant to Section 6.1(a) of the Merger Agreement, the Merger Agreement is hereby terminated, the Merger is hereby abandoned and, notwithstanding anything to the contrary contained in the Merger Agreement (including Section 6.2 thereof), all further obligations of the parties thereunder shall terminate, except for the respective obligations set forth in Section 4.1(a), which shall expressly survive the termination of the Merger Agreement. (b) All agreements and understandings of any type, whether executed or unexecuted, among any of Metromedia, Alliance Mergerco, Alliance and each of their respective affiliates related to the Merger Agreement and/or the Merger are hereby terminated and shall be of no further force or effect. 2. RELEASE OF METROMEDIA AND ALLIANCE MERGERCO. Alliance hereby irrevocably and unconditionally releases, acquits and forever discharges Metromedia and Alliance Mergerco, and each of Metromedia's and Alliance Mergerco's owners, stockholders, partners, predecessors, successors, assigns, agents, directors, officers, employees, representatives, attorneys, subsidiaries, affiliates and all persons acting by, through, under or in concert with any of them or any of them, from any and all actions or causes of action in law or in equity, charges, claims, complaints, costs, demands, damages, liabilities, liens, obligations, promises, agreements, controversies, suits, rights, losses, debts, interest and expenses (including attorneys' fees and costs actually incurred) of any nature whatsoever, known or unknown, suspected or unsuspected, fixed or contingent, in any way arising out of or connected with the Merger Agreement and any agreements related thereto. 3. RELEASE OF ALLIANCE. Metromedia and Alliance Mergerco hereby irrevocably and unconditionally release, acquit and forever discharge Alliance and each of Alliance's owners, stockholders, partners, predecessors, successors, assigns, agents, directors, officers, employees, representatives, attorneys, subsidiaries, affiliates and all persons acting by, through, under or in concert with any of them or any of them, from any and all actions or causes of action in law or in equity, charges, claims, complaints, costs, demands, damages, liabilities, liens, obligations, promises, agreements, controversies, suits, rights, losses, debts, interest, and expenses (including attorneys' fees and costs actually incurred) of any nature whatsoever, known or unknown, suspected or unsuspected, fixed or contingent, in any way arising out of or connected with the Merger Agreement and any agreements related thereto. 4. FURTHER ASSURANCES. The parties hereto agree that they will cooperate with each other and will execute and deliver or cause to be delivered, all such other instruments, documents and/or certificates, and will take all such other actions, as either party may reasonably request from time to time to effectuate the provisions and purposes hereof. 5. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF DELAWARE APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE. 6. BINDING EFFECT. This Agreement shall be binding upon and inure to the benefit of Metromedia, Alliance Mergerco and Alliance, and each of their respective successors and assigns and references in this Agreement to any of them shall be construed accordingly. 7. SEVERABILITY. In the event that any part of this Agreement is declared by any court or other judicial or administrative body to be declared null, void or unenforceable, said provision shall survive to the extent it is not so declared, and all other provisions of this Agreement shall remain in full force and effect. 8. COUNTERPARTS. This Agreement may be executed in counterparts each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first written above. METROMEDIA INTERNATIONAL GROUP, INC. By: /S/ SILVIA KESSEL ------------------------------------- Name: Silvia Kessel Title: Senior Vice President ALLIANCE MERGER CORP. By: /S/ SILVIA KESSEL ------------------------------------- Name: Silvia Kessel Title: Senior Vice President ALLIANCE ENTERTAINMENT CORP. By: /S/ ELLIOT B. NEWMAN ------------------------------------- Name: Elliot B. Newman Title: Senior Executive Vice President -----END PRIVACY-ENHANCED MESSAGE-----