-----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, CAuk2lHEs47q28SbmVA8HHYn5eNtUfj/UdvOFfxKqZTOk3EHxEqrW5PlZHuEhS0x Sfc6Rzz/GR+4GVs/7D0sqg== 0000950144-95-002941.txt : 19951102 0000950144-95-002941.hdr.sgml : 19951102 ACCESSION NUMBER: 0000950144-95-002941 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 19951031 SROS: BSE SROS: CSX SROS: NYSE SROS: PHLX SROS: PSE FILER: 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: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-63867 FILM NUMBER: 95586227 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 S-3 1 ACTAVA S-3 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 31, 1995 REGISTRATION NO. 33- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------- FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------------- THE ACTAVA GROUP INC. (Exact name of Registrant as specified in its charter) DELAWARE 58-0971455 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.)
945 EAST PACES FERRY ROAD SUITE 2210 ATLANTA, GEORGIA 30326 (404) 261-6190 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) FREDERICK B. BEILSTEIN, III SENIOR VICE PRESIDENT -- FINANCE THE ACTAVA GROUP INC. 945 EAST PACES FERRY ROAD SUITE 2210 ATLANTA, GEORGIA 30326 (404) 261-6190 (Name, address, including zip code, and telephone number, including area code of agent for service) --------------------- COPIES OF COMMUNICATIONS TO: WALTER M. GRANT, ESQ. JAMES M. DUBIN, ESQ. LEONARD A. SILVERSTEIN, ESQ. SENIOR VICE PRESIDENT AND PAUL, WEISS, RIFKIND, WHARTON & GARRISON LONG, ALDRIDGE & NORMAN GENERAL COUNSEL 1285 AVENUE OF THE AMERICAS ONE PEACHTREE CENTER, SUITE 5300 THE ACTAVA GROUP INC. NEW YORK, NEW YORK 10019-6064 303 PEACHTREE STREET 945 EAST PACES FERRY ROAD (212) 373-3000 ATLANTA, GEORGIA 30308-3201 SUITE 2210 (404) 527-4000 ATLANTA, GEORGIA 30326 (404) 261-6190
--------------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after the Registration Statement becomes effective. --------------------- If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. / / If any of the securities registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. /X/ If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier registration statement for the same offering. / / If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. / / CALCULATION OF REGISTRATION FEE - ---------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------- TITLE OF SHARES AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF TO BE TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION REGISTERED REGISTERED SHARE(1) PRICE(1) FEE(1) - ---------------------------------------------------------------------------------------------------------------------- Common Stock, $1.00 par value per share............................... 15,252,128 $17.188 $262,153,576 $90,397.79 - ---------------------------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------------------
(1) Pursuant to Rule 457(c), the proposed offering price and registration fee are based upon the average of the high and low prices of the Registrant's Common Stock on October 27, 1995 as reported on the New York Stock Exchange. --------------------- The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE. PROSPECTUS 15,252,128 SHARES THE ACTAVA GROUP INC. COMMON STOCK The 15,252,128 shares (the "Shares") of Common Stock, par value $1.00 per share (the "Common Stock"), of The Actava Group Inc. (the "Company") offered hereby are being offered for the account of certain Selling Stockholders (the "Selling Stockholders"). The Company will not receive any proceeds from the sale of such securities. See "Selling Stockholders." The Selling Stockholders may sell the Shares offered hereby from time to time on the New York and The Pacific Stock Exchanges or such other national securities exchange or automated interdealer quotation system on which shares of the Company's Common Stock are then listed, through negotiated transactions or otherwise at market prices prevailing at the time of the sale or at negotiated prices. The Selling Stockholders directly, or through agents designated from time to time, or through underwriters, brokers or dealers also to be designated, may sell the Shares from time to time on terms to be determined at the time of sale. Such underwriters, brokers or dealers may receive compensation in the form of commissions or otherwise in such amounts as may be negotiated by them. As of the date of this Prospectus, no agreements have been reached for the sale of the Shares or the amount of any compensation to be paid to underwriters, brokers or dealers in connection therewith. In the event that a Selling Stockholder does not intend to effect the sale of the Shares through an underwriter, a broker or a dealer, the Selling Stockholder must effect such transactions by notifying the Company in advance of any intended transaction in order for the Company to determine compliance with applicable federal and state securities laws, and then upon receipt of notice from the Company that such transaction may proceed, the Selling Stockholder may sell the Shares. The Company will bear all expenses in connection with the registration and sale of the Shares being offered by the Selling Stockholders, other than commissions, concessions or discounts to underwriters, brokers or dealers and fees and expenses of counsel or other advisors to the Selling Stockholders. See "Plan of Distribution." The Common Stock of the Company is listed on the New York and The Pacific Stock Exchanges under the trading symbol "ACT." On October 27, 1995, the last reported sale price of the Company's Common Stock on the New York Stock Exchange was $17.625 per share. --------------------- THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. --------------------- The date of this Prospectus is October , 1995. 3 No person has been authorized in connection with this offering to give any information or to make any representation not contained or incorporated by reference in this Prospectus, and, if given or made, such information or representation must not be relied upon as having been authorized by the Company. Neither the delivery of this Prospectus nor any sales hereunder shall under any circumstances create any implication that the information contained herein is correct as of any time subsequent to the date hereof or the dates as of which information is otherwise set forth or incorporated by reference herein. This Prospectus does not constitute an offer to sell or a solicitation of an offer to purchase any securities other than those to which it relates or an offer to any person in any jurisdiction where such offer or solicitation would be unlawful. AVAILABLE INFORMATION Additional information regarding the Company and the Shares offered hereby is contained in the Registration Statement on Form S-3 (of which this Prospectus forms a part) and the exhibits relating thereto (the "Form S-3 Registration Statement") filed by the Company with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "1933 Act"). The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and in accordance therewith files reports, proxy statements, information statements and other information with the Commission. Such reports, proxy statements, information statements and other information can be inspected and copied at the public reference facilities of the Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's regional offices at CitiCorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511 and 7 World Trade Center, 13th Floor, New York, New York 10048. Copies of such material can be obtained from the Public Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. Such reports, proxy statements and other information also may be inspected at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents heretofore filed by the Company with the Commission pursuant to the 1934 Act hereby are incorporated by reference into this Prospectus as of their respective dates: (1) The Company's Annual Report on Form 10-K for the year ended December 31, 1994, Form 10-K/A Amendment No. 1 filed on April 28, 1995 and Form 10-K/A Amendment No. 2 filed July 13, 1995 amending the Company's Form 10-K for the year ended December 31, 1994; (2) The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1995; (3) The Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1995; (4) The Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1995; (5) The Company's Current Report on Form 8-K dated April 12, 1995 and Form 8-K/A Amendment No. 1 dated April 28, 1995 amending the Company's Current Report on Form 8-K dated April 12, 1995; (6) The Company's Current Report on Form 8-K dated September 27, 1995; and (7) The description of the Common Stock as contained in the Company's Registration Statement on Form 8-A (Registration No. 1-5706) as filed with the Commission on October 30, 1995. Also incorporated by reference into this Prospectus is the following document filed by the Company with the Commission: Registration Statement on Form S-4 (Registration No. 33-63003) declared effective by the Commission on September 28, 1995, which includes the Joint Proxy Statement/Prospectus (the "Form S-4 Registration Statement") with respect to a Special Meeting of Stockholders of the Company 2 4 to be held on November 1, 1995, and all subsequent amendments thereof, but excluding the material set forth under the following captions: "Summary Information -- Opinion of Actava's Financial Advisor," "-- Opinion of Orion's Financial Advisor," "Opinion of MITI's Financial Adviser," and "-- Opinion of Sterling's Financial Advisor." "Proposal No. 1 -- The Proposed Mergers -- Opinions of Financial Advisors" "Appendix B -- Fairness Opinion of CS First Boston Corporation" "Appendix C -- Fairness Opinion of Alex. Brown & Sons Incorporated" "Appendix D -- Fairness Opinion of Gerard Klauer Mattison & Co., L.L.C." "Appendix E -- Fairness Opinion of Houlihan, Lokey, Howard & Zukin, Inc." In addition, all reports and documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act subsequent to the date hereof and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and made a part hereof from the date of the filing of such documents. The Company will provide without charge to each person to whom this Prospectus is delivered, at the written or oral request of such person, a copy of any or all of the foregoing documents incorporated herein by reference, other than exhibits to such documents (unless such exhibits are specifically incorporated by reference into the foregoing documents). The Company also will provide without charge upon request a copy of the Company's latest Annual Report. Written or telephonic requests should be directed to Walter M. Grant, Esq., Senior Vice President and General Counsel, The Actava Group Inc., 945 East Paces Ferry Road, Suite 2210, Atlanta, Georgia 30326; (404) 261-6190. 3 5 THE COMPANY GENERAL The Company was organized in 1929 under Pennsylvania law and was reincorporated in 1968 under Delaware law. On July 19, 1993, the Company changed its name from Fuqua Industries, Inc. to The Actava Group Inc. The Company's principal executive offices are located at 945 East Paces Ferry Road, Suite 210, Atlanta, Georgia 30326, and its telephone number is (404) 261-6190. Since the late 1960's, the Company has owned, operated and sold dozens of companies in many diverse industries, including photofinishing, recreation, sporting goods, yacht and sailboat manufacturing, outdoor power equipment, manufactured housing, petroleum distribution, movie theaters, retailing, broadcasting, trucking, food and beverages, grain storage bins, taxicabs, seating and banking. At the beginning of 1994, the Company owned and operated businesses in three industries: photofinishing, lawn and garden equipment, and sporting goods. The Company sold its photofinishing subsidiary and its four sporting goods subsidiaries during 1994. As a result of these transactions, the Company presently operates only one business, Snapper Power Equipment Company ("Snapper"), which is a division of the Company and is engaged in the manufacture and sale of lawn and garden equipment. In addition to operating Snapper, the Company owns at the date of this Prospectus 19,169,000 shares or approximately 39% of the outstanding common stock of Roadmaster Industries, Inc. ("Roadmaster"). These shares were issued to the Company in connection with the sale of the Company's four sporting goods subsidiaries to Roadmaster. The Company is presently evaluating new opportunities and strategies for enhancing stockholder value, including the proposed business combination with three other companies as discussed below. RECENT DEVELOPMENTS On September 27, 1995, the Company, Orion Pictures Corporation ("Orion"), MCEG Sterling Incorporated ("Sterling") and Metromedia International Telecommunications, Inc. ("MITI") entered into an Amended and Restated Agreement and Plan of Merger (the "Merger Agreement"), which amends and restates in its entirety an Agreement and Plan of Merger dated as of April 12, 1995 among the Company, Orion, Sterling and MITI (the "Initial Merger Agreement"). Pursuant to the Merger Agreement, on the date on which the Mergers (as defined below) are effective (the "Effective Time"), (i) Orion will merge with and into OPC Merger Corp. ("OPC Mergerco"), a newly formed, wholly-owned subsidiary of the Company (the "Orion Merger"), with OPC Mergerco being the surviving corporation of the Orion Merger, (ii) MITI will merge with and into MITI Merger Corp. ("MITI Mergerco"), a newly formed, wholly-owned subsidiary of the Company (the "MITI Merger"), with MITI Mergerco being the surviving corporation of the MITI Merger, and (iii) Sterling will merge with and into the Company (the "Sterling Merger" and together with the Orion Merger and the MITI Merger, the "Mergers") with the Company being the surviving corporation of the Sterling Merger. OPC Mergerco, as the surviving corporation of the Orion Merger (referred to herein as "New Orion"), will be renamed "Orion Pictures Corporation" and will continue the business and operations of Orion and Sterling (see below). MITI Mergerco, as the surviving corporation of the MITI Merger, will be renamed "Metromedia International Telecommunications, Inc." and will continue the business and operations of MITI. The Company, as the surviving corporation of the Sterling Merger, will be renamed "Metromedia International Group, Inc. and will then transfer the operating assets of Sterling to New Orion. The terms of the Initial Merger Agreement were approved by the Board of Directors of the Company by a vote of five to four at a meeting held on April 12, 1995 and, following the resignations of two members of the Board of Directors, the Board of Directors unanimously approved the Merger Agreement on September 15, 1995. Pursuant to the Merger Agreement, Orion, a majority of the common stock of which is owned by certain of the Selling Stockholders, is entitled to nominate six of the ten members of Metromedia International Group, Inc.'s board of directors. Four of the directors nominated by Orion are Selling Stockholders or officers of the Selling Stockholders. In addition, certain Selling Stockholders and affiliates of Selling Stockholders will serve as executive officers of Metromedia International Group, Inc. In addition, pursuant to a contribution agreement to be entered into on the date of the consummation of the Mergers (the "Contribution Agreement") by and among the Company and two of the Selling 4 6 Stockholders, Met International, Inc. ("Met International") and MetProductions, Inc. ("MetProductions"), certain obligations of Orion and MITI to such Selling Stockholders will be converted into shares of Common Stock at the Effective Time, using the formulas specified therein. The consummation of the Mergers is subject to, among other things, the approval of the stockholders of each of the Company, Orion, MITI and Sterling. As of October 27, 1995, there were 17,490,901 shares of Common Stock outstanding. The Mergers are described more fully in the Company's Current Report on Form 8-K dated April 12, 1995, as amended, the Company's Current Report on Form 8-K dated September 27, 1995, and the Joint Proxy Statement/Prospectus, included in the Form S-4 Registration Statement, and any subsequent amendment thereto, regarding the Special Meeting of the Shareholders of the Company to be held with respect to the Mergers. All or a portion of such documents are incorporated by reference into this Prospectus, and copies are available upon request to the Company. See "Incorporation of Certain Documents By Reference." Certain pro forma financial information of the Company, as the surviving parent corporation in the Mergers, is set forth in Appendix A hereto under the caption "Pro Forma Combining Financial Statements." Such information is incorporated by reference herein, and should be read in conjunction with the other financial statements incorporated by reference herein. SELLING STOCKHOLDERS Prior to the Effective Time, the Selling Stockholders collectively beneficially owned approximately 56.1% of the outstanding voting stock of Orion and 55.8% of the outstanding voting stock of MITI. In addition, prior to the Effective Time, two of the Selling Stockholders, John W. Kluge ("Kluge") and Stuart Subotnick ("Subotnick") were directors and executive officers of each of Orion and MITI. Pursuant to the Merger Agreement and the Contribution Agreement, at the Effective Time, the stock owned by the Selling Stockholders in each of Orion and MITI and certain obligations owed by Orion and MITI to certain Selling Stockholders will be converted into the Shares, as a result of which conversion each of the Selling Stockholders will beneficially own the number of Shares set forth below opposite the name of such Selling Stockholder:
NUMBER SELLING STOCKHOLDER OF SHARES -------------------------------------------------------------------------- --------- Metromedia Company, a Delaware general partnership ("Metromedia")......... 4,111,624 Kluge..................................................................... 2,605,448 Subotnick and Anita H. Subotnick, as joint tenants........................ 231,225 Met International......................................................... 2,884,577 Met Telcell, Inc., a Delaware corporation ("Met Telcell")................. 4,426,249 MetProductions............................................................ 993,005
The Shares are being offered for the accounts of each of the respective Selling Stockholders and in the respective amounts set forth above. Subotnick and a trust affiliated with Kluge (the "Kluge Trust") are the general partners of Metromedia. It is anticipated that, following the Effective Time, the Shares held by Kluge will be transferred to the Kluge Trust. Met International, Met Telcell and MetProductions are corporations controlled by Kluge and Subotnick. Following the Effective Time, the Shares offered hereby will represent approximately 33.3% of the equity ownership of the Company. If all of the Shares offered by the Selling Stockholders are sold, the Selling Stockholders will have no beneficial ownership of any shares of the Company's Common Stock. 5 7 PLAN OF DISTRIBUTION The Shares may be sold from time to time by the Selling Stockholders, or by pledgees, donees, transferees or other successors in interest. Such sales may be made on the New York or The Pacific Stock Exchanges or such other national securities exchange or automated interdealer quotation system on which shares of Common Stock are then listed, through negotiated transactions or otherwise at prices and at terms then prevailing or at prices related to the then current market price or in negotiated transactions. The Shares may be sold pursuant to one or more of the following: (a) ordinary brokerage transactions and transactions in which the broker solicits purchasers; (b) purchases by an underwriter, a broker or a dealer as principal and resale by such underwriter, broker or dealer for its account pursuant to this Prospectus; (c) a block trade in which the broker or dealer so engaged will attempt to sell the Shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; (d) an exchange distribution in accordance with the rules of such exchange; and (e) through the writing of options on the Shares. In the event that a Selling Stockholder does not intend to effect the sale of the Shares through an underwriter, a broker or a dealer, the Selling Stockholder must effect such transactions by notifying the Company in advance of any intended transaction in order for the Company to determine compliance with applicable federal and state securities laws, and then upon receipt of notice from the Company that such transaction may proceed, the Selling Stockholder may sell the Shares. If necessary, a supplemental prospectus which describes the method of sale in greater detail may be filed by the Company with the Commission pursuant to Rule 424(c) under the 1933 Act under certain circumstances. In effecting sales, underwriters, brokers or dealers engaged by the Selling Stockholders and/or purchasers of the Shares may arrange for other underwriters, brokers or dealers to participate. Underwriters, brokers or dealers will receive commissions, concessions or discounts from the Selling Stockholders and/or the purchasers of the Shares in amounts to be negotiated prior to the sale. In addition, any Shares covered by this Prospectus which qualify for sale pursuant to Rule 144 under the 1933 Act may be sold under Rule 144 rather than pursuant to this Prospectus. The Company will bear all expenses in connection with the registration and sale of the Shares, other than commissions, concessions or discounts to underwriters, brokers or dealers and fees and expenses of counsel or other advisors to the Selling Stockholders. The Selling Stockholders and any underwriter, broker or dealer who acts in connection with the sale of the Shares hereunder may be deemed to be "underwriters" within the meaning of Section 2(11) of the 1933 Act, and any compensation received by them and any profit on any resale of the Shares as principals might be deemed to be underwriting discounts and commissions under the 1933 Act. Pursuant to a registration rights agreement, the Company has agreed to indemnify the Selling Stockholders against certain liabilities, including liabilities under the 1933 Act as underwriters or otherwise. LEGAL MATTERS The legality of the Shares offered hereby has been passed upon for the Company by Long, Aldridge & Norman, Atlanta, Georgia, counsel to the Company. LAN is the beneficial owner of approximately 52,708 shares of Common Stock as of the date hereof. EXPERTS The consolidated financial statements and related schedule of Orion as of February 28, 1995 and 1994 and for each of the years in the three-year period ended February 28, 1995, have been incorporated by reference herein and in the Form S-3 Registration Statement in reliance upon the report of KPMG Peat Marwick LLP, independent certified public accountants, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. The report of KPMG Peat Marwick LLP on the February 28, 1995, 1994 and 1993 consolidated financial statements of Orion contains an explanatory paragraph that states that Orion is a defendant in certain litigation which alleges various breaches of agreements by Orion, and seeks certain damages. It is not possible to assess the ultimate damages, if any, at this time. 6 8 The report of KPMG Peat Marwick LLP on the February 28, 1995 consolidated financial statements of Orion contains an explanatory paragraph that states that based upon Orion's inability to meet required debt payments that are due within the next year under the terms of its Indentures (as defined in Note 6 of the Notes to Consolidated Financial Statements) there exists substantial doubt about the entity's ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of that uncertainty. The report of KPMG Peat Marwick LLP on the February 28, 1994 consolidated financial statements of Orion includes an explanatory paragraph on the Company's change in method of accounting for income taxes. The consolidated financial statements of the Company appearing in the Company's Annual Report on Form 10-K for the year ended December 31, 1994, have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon included therein and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given upon the authority of such firm as experts in accounting and auditing. The consolidated financial statements of MITI as of December 31, 1994 and 1993 and for each of the years in the two-year period ended December 31, 1994, have been incorporated by reference herein and in the Form S-3 Registration Statement in reliance upon the report of KPMG Peat Marwick LLP, independent certified public accountants, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. The report of KPMG Peat Marwick LLP on the December 31, 1994 and 1993, consolidated financial statements of MITI contains an explanatory paragraph that states that MITI's significant recurring losses and negative operating and investing cash flows raise substantial doubt about MITI's ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of that uncertainty. The independent auditor's report for the years ended December 31, 1994 and 1993, refers to a change in policy of accounting for investments in Joint Ventures in 1994. The combined financial statements of International Telcell, Inc. (ITI) and International Telcell Group Limited Partnership (ITGLP) (predecessor entities of MITI) as of December 31, 1992 and for the year then ended have been incorporated by reference herein and in the Form S-3 Registration Statement in reliance upon the report of Arthur Andersen LLP, independent certified public accountants, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing in giving said reports. The report of Arthur Andersen LLP covering the December 31, 1992 combined financial statements of ITI and ITGLP contains an explanatory paragraph that states that MITI's significant recurring losses and negative operating and investing cash flows raise substantial doubt about MITI's ability to continue as a going concern. The combined financial statements do not include any adjustments that might result from the outcome of that uncertainty. The financial statements of Kosmos TV as of December 31, 1993 and September 30, 1994, and for the year ended December 31, 1994 and for the nine months ended September 30, 1994 have been incorporated by reference herein and in the Form S-3 Registration Statement in reliance upon the report of KPMG, independent auditors, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. The report of KPMG on the December 31, 1993 and September 30, 1994 financial statements of Kosmos TV contains an explanatory paragraph that states that Kosmos TV's recurring losses from operations and net capital deficiency raise substantial doubt about Kosmos TV's ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of that uncertainty. The audited consolidated financial statements and related schedules of Sterling as of March 31, 1995 and 1994 and for each of the fiscal years ended March 31, 1995, 1994 and 1993, incorporated by reference herein and in the Form S-3 Registration Statement have been audited by Arthur Andersen LLP, independent public accountants, as indicated in their reports with respect thereto, and are incorporated herein in reliance upon the authority of said firm as experts in giving said reports. 7 9 APPENDIX A PRO FORMA COMBINING FINANCIAL STATEMENTS The information set forth below should be read in conjunction with the information set forth in the Form S-4 Registration Statement, portions of which are incorporated herein by reference. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Form S-4 Registration Statement. The following unaudited Pro Forma Combining Balance Sheet of Orion (the acquiror for accounting purposes only) as of August 31, 1995 and unaudited Pro Forma Combining Statement of Operations of the Orion for the six months ended August 31, 1995 and the year ended February 28, 1995, illustrate the effect of the Mergers (see "Accounting Treatment" below), the associated refinancing of the Orion Senior Indebtedness and the Orion Subordinated Indebtedness, the contribution for equity of inventory by MetProductions, the conversion to equity of certain amounts owed to Met International, the settlement of certain Orion liabilities and accounting for the results of the Company's sporting goods subsidiaries for the period from January 1, 1994 through December 6, 1994 on the equity method as a result of the exchange of such subsidiaries for approximately 39% of Roadmaster's outstanding common stock on December 6, 1994. The unaudited Pro Forma Combining Balance Sheet assumes that the Mergers and other aforementioned transactions occurred on August 31, 1995 and the unaudited Pro Forma Combining Statements of Operations assumes that the Mergers and other aforementioned transactions occurred at the beginning of the periods presented. Pursuant to the terms of the Merger Agreement, each holder of Orion Common Stock, MITI Common Stock and Sterling Common Stock will be entitled to receive the number of whole shares of Common Stock equal to the number of shares of Orion Common Stock, MITI Common Stock and Sterling Common Stock, as the case may be, owned immediately prior to the Effective Time multiplied by the Orion Exchange Ratio, the MITI Exchange Ratio and the Sterling Exchange Ratio, respectively, plus cash in lieu of fractional shares and cash issued in respect of dissenters rights of appraisal, if any (which is expected to be immaterial). The Orion Exchange Ratio will be based upon the Actava Average Closing Price and the number of shares of Orion Common Stock outstanding immediately prior to the Determination Date. The MITI Exchange Ratio will be based upon the Actava Average Closing Price and the number of shares of MITI Common Stock outstanding immediately prior to the Determination Date. The Sterling Exchange Ratio will be based upon the Actava Average Closing Price and the number of shares of Sterling Common Stock outstanding immediately prior to the Determination Date. These pro forma combining financial statements have been prepared assuming: an Actava Average Closing Price of $17.6875, 20.0 million shares of Orion Common Stock outstanding and an Orion Exchange Ratio of .57143, 1.7 million shares of MITI Common Stock outstanding and a MITI Exchange Ratio of 5.54937, and 11.2 million shares of Sterling Common Stock outstanding and a Sterling Exchange Ratio of .04627. The actual Orion Exchange Ratio, MITI Exchange Ratio and Sterling Exchange Ratio will be determined on the Determination Date in accordance with the formulas set forth in the Merger Agreement. The Actava Options will remain outstanding after the Effective Time with the same terms and subject to the same conditions as in effect prior to the Effective Time. The MITI Options will be converted into options to purchase shares of Common Stock, with a proportional adjustment being made to the exercise price of and the number of shares issuable upon exercise of each such option to reflect the MITI Exchange Ratio in the Mergers. ACCOUNTING TREATMENT At the Effective time, the Metromedia Holders will (through their majority ownership of the Orion Common Stock and through their control, with a member of Orion's management, of the Board of Directors of Orion) control the direction and operations of the Surviving Corporation as a result of their ability to appoint a majority of the members of the Board of Directors of the Surviving Corporation at the Effective Time and will be the Surviving Corporation's single largest stockholder. Due to the existence of common control of Orion and MITI, their combination pursuant to the Mergers will be accounted for as a combination A-1 10 of entities under common control. As a result, the combination of Orion and MITI will be effected utilizing historical costs for the ownership interests of the Metromedia Holders. The remaining ownership interests of MITI other than those of the Metromedia Holders will be accounted for based on fair value, as determined by the value of shares received by such holders at the Effective Time, in accordance with the purchase method of accounting. For accounting purposes only, Orion and MITI have been deemed to be the joint acquiror of the Company and Sterling. The acquisition of the Company and Sterling will be accounted for as a purchase. As a result of the reverse acquisition of the Company by Orion, the historical financial statements of the Surviving Corporation for periods prior to the Mergers will be those of Orion rather than the Company. The pro forma adjustments are based upon currently available information and upon certain assumptions that management of each of the Company, Orion, MITI and Sterling (collectively "Management") believes are reasonable. The mergers of the Company and Sterling will be recorded based upon the estimated fair market value of the net tangible assets acquired at the date of acquisition. The adjustments included in the unaudited pro forma combining financial statements represent Management s preliminary determination of these adjustments based upon available information. There can be no assurance that the actual adjustments will not differ significantly from the pro forma adjustments reflected in the pro forma financial information. The unaudited pro forma combining financial statements are not necessarily indicative of either future results of operations or results that might have been achieved if the foregoing transactions had been consummated as of the indicated dates. The unaudited pro forma combining financial statements should be read in conjunction with the historical financial statements of the Company, Orion, MITI and Sterling, together with the related notes thereto, incorporated by reference herein. A-2 11 METROMEDIA INTERNATIONAL GROUP, INC. UNAUDITED PRO FORMA COMBINING BALANCE SHEET
AUGUST 31, 1995 ------------ METROMEDIA AUGUST 31, INTERNATIONAL 1995 JUNE 30, 1995 GROUP ------------ ---------------------------------------- PRO FORMA PRO FORMA ORION MITI ACTAVA STERLING MERGER FOR MERGER HISTORICAL HISTORICAL HISTORICAL HISTORICAL ADJUSTMENTS COMBINED ------------ ------------ ------------ ------------ ------------ ------------ (IN THOUSANDS) Cash and marketable securities..... $ 18,504 $ 1,840 $ 38,851 $ 613 $ 1,907 (25) $ 61,715 Accounts receivable................ 33,749 1,439 109,938 3,140 -- 148,266 Notes receivable................... -- -- 108,177 -- -- 108,177 Other current assets............... 60,131 410 50,255 -- 15,323 (1) 136,371 10,252 (2) ------------ ------------ ------------ ------ ------------ ------------ Current assets..................... 112,384 3,689 307,221 3,753 27,482 454,529 Film inventories................... 149,648 -- -- 2,891 558 (3) 153,097 Property and equipment, net........ 2,314 2,891 32,871 -- -- 38,076 Intangibles........................ -- 9,507 955 -- 314,730 (4) 320,054 (955)(5) (4,183)(6) Other assets....................... 42,759 34,586 85,792 430 (15,236)(7) 147,331 (1,000)(8) ------------ ------------ ------------ ------ ------------ ------------ Total assets............... $ 307,105 $ 50,673 $ 426,839 $ 7,074 $ 321,395 $ 1,113,086 ======== ======== ========= ======== ========== ========== Accrued expenses................... $ 25,341 $ 8,056 $ 75,519 $ 398 $ 6,500 (9) $ 137,738 7,423 (10) 15,356 (11) (855)(12) Short-term debt.................... 79,697 46,294 69,816 495 (11,994)(12) 184,308 Other current liabilities.......... 53,541 3,269 6,383 2,183 -- 65,376 ------------ ------------ ------------ ------ ------------ ------------ Current liabilities................ 158,579 57,619 151,718 3,076 16,430 387,422 Deferred income taxes.............. -- -- 6,709 -- -- 6,709 Deferred revenues.................. 29,385 -- -- 232 -- 29,617 Long-term debt..................... 117,839 628 156,674 -- (14,661)(8) 260,480 Other liabilities.................. 28,640 160 3,752 -- -- 32,552 Stockholders' equity: Common stock..................... 5,000 2 22,768 11 (4,808)(4) 41,124 15,950 (4) 976 (2) 1,224 (12) Additional paid-in capital....... 265,811 35,794 34,705 1,989 339,454 (4) 677,612 (15,950)(4) 9,276 (2) 11,625 (12) (4,183)(6) (909)(25) Retained earnings (accumulated deficit)....................... (298,149) (43,530) 156,385 1,766 (1,766)(4) (322,430) (156,385)(4) 19,249 (4) Treasury stock................... -- -- (105,872) -- 103,056 (4) 0 2,816 (25) ------------ ------------ ------------ ------ ------------ ------------ Total stockholders' equity (deficiency)............. (27,338) (7,734) 107,986 3,766 319,626 396,306 ------------ ------------ ------------ ------ ------------ ------------ Total liabilities and stockholders' equity (deficiency)............. $ 307,105 $ 50,673 $ 426,839 $ 7,074 $ 321,395 $ 1,113,086 ======== ======== ========= ======== ========== ========== AUGUST 31, 1995 ------------------------------ METROMEDIA INTERNATIONAL PRO FORMA GROUP REFINANCING PRO FORMA ADJUSTMENTS COMBINED ------------ ------------ Cash and marketable securities..... $ (39,782)(13) $ 14,051 (7,882)(24) Accounts receivable................ -- 148,266 Notes receivable................... (53,795)(14) 54,382 Other current assets............... -- 136,371 ------------ ------------ Current assets..................... (101,459) 353,070 Film inventories................... -- 153,097 Property and equipment, net........ -- 38,076 Intangibles........................ -- 320,054 Other assets....................... 6,727 (13) 149,589 (4,469)(13) ------------ ------------ Total assets............... $ (99,200) $ 1,013,886 ========== ========== Accrued expenses................... $ (4,882) $ 132,856 Short-term debt.................... (78,269)(13) 131,907 (33,839)(14) 59,707 (13) Other current liabilities.......... -- 65,376 ------------ ------------ Current liabilities................ (57,283) 330,139 Deferred income taxes.............. -- 6,709 Deferred revenues.................. (3,000)(24) 26,617 Long-term debt..................... (90,993)(13) 257,531 108,000 (13) (19,956)(14) Other liabilities.................. -- 32,552 Stockholders' equity: Common stock..................... -- 41,124 Additional paid-in capital....... -- 677,612 Retained earnings (accumulated deficit)....................... (35,969)(13) (358,399) Treasury stock................... -- 0 ------------ ------------ Total stockholders' equity (deficiency)............. (35,969) 360,337 ------------ ------------ Total liabilities and stockholders' equity (deficiency)............. $ (99,200) $ 1,013,886 ========== ==========
A-3 12 METROMEDIA INTERNATIONAL GROUP, INC. PRO FORMA COMBINING STATEMENT OF OPERATIONS
SIX MONTHS ENDED AUGUST 31, SIX MONTHS 1995 ENDED ------------- AUGUST 31, SIX MONTHS ENDED METROMEDIA 1995 JUNE 30, 1995 PRO FORMA INTERNATIONAL ---------- ------------------------------------ MERGER AND GROUP ORION MITI ACTAVA STERLING REFINANCING PRO FORMA HISTORICAL HISTORICAL HISTORICAL HISTORICAL ADJUSTMENTS COMBINED ---------- ---------- ---------- ---------- ----------- ------------- (IN THOUSANDS EXCEPT PER SHARE DATA) Revenues............................... $ 73,419 $ 3,316 $ 98,848 $4,364 $ -- $ 179,947 Cost of revenues....................... 66,532 -- 78,426 2,049 22(15) 147,029 Operating expenses..................... 11,468 12,635 25,984 1,890 (101)(16) 51,876 Depreciation and amortization.......... 319 725 3,804 44 6,192(17) 11,084 ---------- ---------- ---------- ---------- ----------- ------------- Operating income (loss)................ (4,900) (10,044) (9,366) 381 (6,112) (30,041) Other income (expense): Interest expense..................... (13,671) (926) (10,903) -- 12,992(18) (19,919) 1,131(19) (5,948)(20) (1,278)(21) (1,316)(22) Other................................ -- (2,152) 1,411 -- -- (741) ---------- ---------- ---------- ---------- ----------- ------------- Income (loss) before tax............... (18,571) (13,122) (18,858) 381 (531) (50,701) Provision for income taxes............. 300 -- -- 166 -- 466 ---------- ---------- ---------- ---------- ----------- ------------- Net income (loss) from continuing operations........................... $(18,871) $ (13,122) $ (18,858) $ 215 $ (531) $ (51,167) ========= ========= ========= ======== ========== ========== Number of shares issued and outstanding.......................... 41,124 Loss per share......................... $ (1.24) ==========
A-4 13 METROMEDIA INTERNATIONAL GROUP, INC. PRO FORMA COMBINING STATEMENT OF OPERATIONS
YEAR ENDED FEBRUARY 28, 1995 YEAR ENDED YEAR ENDED YEAR ENDED ------------- FEBRUARY 28, DECEMBER 31, 1994 MARCH 31, METROMEDIA 1995 ------------------------------------------ 1995 PRO FORMA INTERNATIONAL ------------ ACTAVA SPORTING ---------- MERGER AND GROUP ORION MITI ACTAVA GOODS STERLING REFINANCING PRO FORMA HISTORICAL HISTORICAL HISTORICAL SUBSIDIARIES(23) HISTORICAL ADJUSTMENTS COMBINED ------------ ---------- ---------- ---------------- ---------- ----------- ------------- (IN THOUSANDS EXCEPT PER SHARE DATA) Revenues................ $191,244 $ 3,545 $ 551,828 $ (302,326) $8,443 $ -- $ 452,734 Cost of revenues........ 187,477 -- 461,175 (265,707) 4,656 43(15) 387,644 Operating expenses...... 21,278 19,312 77,638 (36,565) 3,240 (204)(16) 84,699 Depreciation and amortization.......... 767 1,149 13,336 (4,900) 90 12,384(17) 22,826 ------------ ---------- ---------- ---------------- ---------- ----------- ------------- Operating income (loss)................ (18,278) (16,916) (321) 4,846 457 (12,223) (42,435) Other income (expense): Interest expense...... (29,082) (213) (28,434) 5,299 -- 29,884(18) (36,762) 2,867(19) (11,897)(20) (2,555)(21) (2,631)(22) Other................. (1,610) (2,012) 5,299 82 -- -- 1,759 ------------ ---------- ---------- ---------------- ---------- ----------- ------------- Income (loss) before tax................... (48,970) (19,141) (23,456) 10,227 457 3,445 (77,438) Provision for income taxes................. 1,300 -- -- (417) 198 -- 1,081 ------------ ---------- ---------- ---------------- ---------- ----------- ------------- (50,270) (19,141) (23,456) 10,644 259 3,445 (78,519) Equity in loss of Actava Sporting Goods Subsidiaries.......... -- -- -- (10,644) -- -- (10,644) ------------ ---------- ---------- ---------------- ---------- ----------- ------------- Net income (loss) from continuing operations............ $(50,270) $ (19,141) $ (23,456) $ -- $ 259 $ 3,445 $ (89,163) ========== ========= ========= ============= ========= ========== ========== Number of shares issued and outstanding....... 41,124 ========== Loss per share.......... $ (2.17) ==========
A-5 14 FOOTNOTES (1) Reflects Actava's inventory at estimated fair market value. (2) Reflects contribution of film inventory and the conversion of indebtedness by certain affiliates of Metromedia in exchange for 976,373 shares of Common Stock. (3) Reflects Sterling's film inventory at estimated fair market value. (4) Reflects the excess of cost over the estimated fair value of net tangible assets acquired in the Mergers, the elimination of Actava's and Sterling's historical additional paid-in capital and retained earnings (accumulated deficit), the elimination of MITI's accumulated deficit attributable to the minority stockholders, the retirement of Actava's treasury stock and the value of the Common Stock issued to the Actava and Sterling stockholders and MITI minority stockholders in the Mergers.
(IN THOUSANDS EXCEPT SHARE AND PER SHARE SHARE DATA) ------------- Actava shares outstanding at October 24, 1995................. 17,490,901 Common Stock to be owned by MITI minority stockholders........ 4,221,432 Common Stock to be owned by Sterling stockholders............. 480,451 ------------- Number of shares issued to acquire Actava, MITI minority and Sterling.................................................... 22,182,783 Per share price at closing (assumed at October 24, 1995 for illustrative purposes)...................................... $ 18 1/4 ------------- Value of stock................................................ $ 404,836 Value of Actava options....................................... 7,423 Value of MITI options......................................... 18,922 Transaction costs............................................. 6,500 ------------- Purchase price of Actava, MITI minority and Sterling.......... 437,681 Less -- Estimated fair value of net tangible assets acquired.................................................... 122,952 Excess of cost over fair value of the net tangible assets acquired.................................................... $ 314,730 ==========
These adjustments reflect the conversion of each outstanding share of Orion Common Stock and MITI Common Stock into 0.57143 and 5.54937 shares of Common Stock, respectively. Based on the number of shares of Orion Common Stock and MITI Common Stock outstanding October 24, 1995 and assuming an Actava Average Closing Price of $17.68750, the MITI Common Stock owned by the Metromedia Holders and all of the Orion Common Stock will be converted into an aggregate of 16,740,986 shares of Common Stock, excluding shares issued in connection with the conversion of certain amounts owed to Met Productions and Met International as described in footnotes (2) and (12) to the Pro Forma Financial Statements, respectively. Excess of cost over fair value of the net tangible assets acquired is presented in the pro forma balance sheet utilizing estimated amounts at October 24, 1995 and will be determined at the Effective Time. Such amount will also be allocated according to the estimated fair values of assets at the Effective Time. (5) Reflects elimination of historical goodwill at Actava. (6) Reflects elimination of historical goodwill of MITI attributable to MITI minority stockholders. (7) Reflects Actava's equity investment in Roadmaster at fair market value at October 24, 1995. (8) Reflects fair market value of Actava's debentures based on trading quotes as of October 24, 1995 and the elimination of $1.0 million of historical debt issuance cost. (9) Reflects transaction costs incurred in connection with the Mergers. (10) Reflects estimated fair market value of Actava's stock options at October 24, 1995. (11) Reflects excess of estimated fair market value at October 24, 1995 of MITI's stock options over amounts accrued at June 30, 1995. (12) Reflects conversion of $7.3 million of indebtedness owed to certain affiliates of Metromedia and $5.5 million of indebtedness as of June 30, 1995 to be refinanced by certain affiliates of Metromedia into 1,223,733 shares of Common Stock. In addition, $12.1 million borrowed from certain affiliates of A-6 15 FOOTNOTES -- (CONTINUED) Metromedia subsequent to June 30, 1995 and outstanding as of October 24, 1995 will be converted into 1,152,382 shares of Common Stock at the Effective Time. (13) Reflects refinancing of Orion Senior Indebtedness (including unamortized discount) and the Orion Subordinated Indebtedness with the Term Loan and the MIG Credit Facility (as described elsewhere herein). Debt issuance costs are assumed to be paid in cash. A loss of $36.0 million on the retirement of this debt will be reflected as an extraordinary loss in the fiscal period following the consummation of the Mergers and this financing.
IN THOUSANDS DR. (CR.) ------------ Elimination of the current portion of Orion Existing Indebtedness (comprised of the Orion Senior Indebtedness and the current portion of the Orion Subordinated Indebtedness)............................................... $ 78,269 Elimination of the non-current portion of the Orion Subordinated Indebtedness................................... 90,993 Capitalization of financing fees.............................. 6,727 Loss on refinancing of debt................................... 35,969 Refinancing with current portion of Term Loan ($27,000) and the MIG Credit Facility ($32,707)........................... (59,707) Refinancing with non-current portion of Term Loan............. (108,000) Reduction of Surviving Corporation's cash needed to effect refinancing................................................. (39,782) Reduction of Other Assets due to write off of deferred financing fees related to the Existing Orion Indebtedness... (4,469) ------------ Net................................................. $ 0 ==========
(14) Reflects the settlement of amounts due to and from the participants in the Mergers and Metromedia. (15) Reflects additional amortization expense associated with the purchase price allocation to film inventories. (16) Reflects elimination of Plan distribution costs as a result of Mergers and refinancing. (17) Reflects amortization of the excess of cost over the fair value of net tangible assets acquired in the Mergers by use of the straight-line method over 25 years. (18) Reflects elimination of interest expense attributable to Orion Senior Indebtedness and Orion Subordinated Indebtedness as a result of the refinancing. (19) Reflects reduction in interest expense due to the repayment of Actava's Swiss Franc Senior Subordinated Debentures, net of a reduction in interest income (assumed interest rate of 4.5%) related to cash equivalents utilized to retire redeemable common stock on February 17, 1995. (20) Reflects interest expense on the Term Loan (assumed interest rate of 8.8%). (21) Reflects interest on the MIG Credit Facility (assumed interest rate of 8.8%). (22) Reflects amortization of debt issuance costs related to the Term Loan and the MIG Credit Facility. (23) Reflects the results of Actava's Sporting Goods subsidiaries on the equity method for the period from January 1, 1994 through December 6, 1994. The Actava Sporting Goods subsidiaries were combined with Roadmaster in exchange for approximately 19.2 million shares of Roadmaster Common Stock. Actava consolidated the results of operations of the Sporting Goods subsidiaries with the results of Actava for periods ending prior to December 6, 1994. Actava's investment in Roadmaster is accounted for by the equity method. (24) Reflects the settlement of certain Orion liabilities at the Effective Time. (25) Reflects the exercise of 144,175 Actava options subsequent to June 30, 1995. A-7 16 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION Securities and Exchange Commission Registration Fee............................... $ 90,398 NYSE Additional Listing Fee....................................................... -0- Accountant's Fees and Expenses.................................................... 12,000 Legal Fees and Expenses........................................................... 10,000 Blue Sky Fees and Expenses........................................................ 2,500 Printing and Engraving Expenses................................................... 5,000 Miscellaneous Expenses............................................................ 2,500 -------- Total................................................................... $122,398 ========
The foregoing items, except for the Securities and Exchange Commission registration fee, are estimated. The Company will pay all of the above expenses. The Selling Stockholders will pay their own expenses, including expenses of their own counsel, broker or dealer fees, discounts and expenses, and all transfer and other taxes on the sale of the Shares. ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 145 of the General Corporation Law of the State of Delaware (the "Delaware Law") empowers a Delaware Corporation to indemnify any persons who are, or are threatened to be made, parties to any threatened, pending or completed legal action, suit or proceedings, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person was an officer or director of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided that such officer or director acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation's best interests, and, for criminal proceedings, had no reasonable cause to believe his conduct was illegal. A Delaware corporation may indemnify officers and directors in an action by or in the right of the corporation under the same conditions, except that no indemnification is permitted without judicial approval if the officer or director is adjudged to be liable to the corporation in the performance of his duty. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him against the expenses which such officer or director actually and reasonably incurred. In accordance with Delaware Law, the Restated Certificate of Incorporation of the Registrant (listed as Exhibit 4(a) to this Registration Statement) contains a provision to limit the personal liability of the directors of the Registrant for violations of their fiduciary duty. This provision eliminates each director's liability to the Registrant or its stockholders for monetary damages except (i) for any breach of the director's duty of loyalty to the Registrant or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which a director derived an improper personal benefit. The effect of this provision is to eliminate the personal liability of directors for monetary damages for actions involving a breach of their fiduciary duty of care, including any such actions involving gross negligence. Article XII of the Amended and Restated By-laws of the Registrant provides for indemnification of the officers and directors of the Registrant to the fullest extent permitted by Delaware Law. II-1 17 ITEM 16. EXHIBITS
DESIGNATION OF EXHIBIT DOCUMENT WITH WHICH EXHIBIT WAS SUCH EXHIBIT IN NO. DESCRIPTION PREVIOUSLY FILED WITH COMMISSION THAT DOCUMENT - -------- ------------------------------------ ------------------------------------ --------------- 2(a)(i) Agreement and Plan of Merger dated Current Report on Form 8-K for event 99(a) as of April 12, 1995 by and among occurring on April 12, 1995 The Actava Group Inc., Orion Pictures Corporation, MCEG Sterling Incorporated and Metromedia International Telecommunications, Inc. 2(a)(ii) Amended and Restated Agreement and Current Report on Form 8-K for event 99(a) Plan of Merger dated as of September occurring on September 27, 1995 27, 1995 by and among The Actava Group Inc., Orion Pictures Corporation, MCEG Sterling Incorporated and Metromedia International Telecommunications, Inc. 2(b)(i) Credit Agreement dated as of October Current Report on Form 8-K for event 10(a) 11, 1994 by and between The Actava occurring on October 11, 1994 Group Inc. and Metromedia Company. The following exhibits are omitted: Exhibit A -- Form of Note; Exhibit B -- Form of Pledge Agreement; Exhibit C -- Form of Guaranty; and Exhibit D -- Form of Opinion by Paul, Weiss, Rifkind, Wharton & Garrison. Registrant agrees to furnish copies of such exhibits upon request. 2(b)(ii) Amendment No. 1 dated as of April Amendment No. 1 to Current Report on 99(c) 12, 1995 to the Credit Agreement Form 8-K/A for event occurring on dated as of October 11, 1994 between April 12, 1995, filed on April 28, The Actava Group Inc. and Metromedia 1995 Company 2(b)(iii) Amendment No. 2 dated as of October Registration Statement on Form S-3 2(b)(iii) 10, 1995 to the Credit Agreement (Registration No. 33-63401) dated as of October 11, 1994 by and between The Actava Group Inc. and Metromedia Company 4(a) Restated Certificate of Annual Report on Form 10-K for the 3(a)(i) Incorporation of The Actava Group year ended December 31, 1993 Inc. 4(b)(i) Finance and Security Agreement dated Annual Report on Form 10-K for the 4(g)(i) as of October 30, 1992 with respect year ended December 31, 1994 to a revolving credit facility of up to $100 million, between The Actava Group Inc. and ITT Commercial Finance Corp. 4(b)(ii) Amendment dated as of September 27, Annual Report on Form 10-K for the 4(g)(ii) 1993 to Finance and Security year ended December 31, 1994 Agreement dated as of October 30, 1992 with respect to a revolving credit facility of up to $100 million between The Actava Group Inc. and ITT Commercial Finance Corp. 4(b)(iii) Amendment dated as of March 29, 1994 Annual Report on Form 10-K for the 4(g)(iii) to Finance and Security Agreement year ended December 31, 1994 dated as of October 30, 1992 with respect to a revolving credit facility of up to $100 million between The Actava Group Inc. and ITT Commercial Finance Corp.
II-2 18
DESIGNATION OF EXHIBIT DOCUMENT WITH WHICH EXHIBIT WAS SUCH EXHIBIT IN NO. DESCRIPTION PREVIOUSLY FILED WITH COMMISSION THAT DOCUMENT - -------- ------------------------------------ ------------------------------------ --------------- 4(b)(iv) Amendment dated as of April 15, 1994 Annual Report on Form 10-K for the 4(g)(iv) to Finance and Security Agreement year ended December 31, 1994 dated as of October 30, 1992 with respect to a revolving credit facility of up to $10 million between The Actava Group Inc. and ITT Commercial Finance Corp. 4(b)(v) Amendment dated as of September 23, Annual Report on Form 10-K for the 4(g)(v) 1994 to Finance and Security year ended December 31, 1994 Agreement dated as of October 30, 1992 with respect to a revolving credit facility of up to $100 million between The Actava Group Inc. and ITT Commercial Finance Corp. 4(b)(vi) Amendment dated as of March 3, 1995, Quarterly Report on Form 10-Q for 4 to Finance and Security Agreement, the quarter ended June 30, 1995 dated as of October 30, 1992, with respect to a revolving credit facility of up to $100 million, between Actava and ITT Commercial Finance Corp. 4(c) Letter Agreement dated October 12, Registration Statement on Form S-3 4(d)(i) 1995 between Triton Group Ltd. and (Registration No. 33-63401) The Actava Group Inc. 5 Opinion of Long, Aldridge & Norman 10(a) Registration Rights Agreement among Current Report on Form 8-K dated 99(c) The Actava Group Inc., Renaissance April 19, 1994 Partners and John D. Phillips dated April 19, 1994 10(b)(i) Lease Agreement dated October 21, Annual Report on Form 10-K for the 10(s) 1994 between JDP Aircraft II, Inc. year ended December 31, 1994 and The Actava Group Inc. 10(b)(ii) Lease Agreement dated as of October Quarterly Report on Form 10-Q for 10 4, 1995 between JDP Aircraft II, the quarter ended September 30, 1995 Inc. and The Actava Group Inc. 23(a) Consent of Ernst & Young LLP regarding The Actava Group Inc. 23(b) Consent of KPMG Peat Marwick LLP regarding Orion Pictures Corporation 23(c) Consent of KPMG Peat Marwick LLP regarding Metromedia International Telecommunications, Inc. 23(d) Consent of KPMG Peat Marwick LLP regarding Kosmos TV 23(e) Consent of Arthur Andersen LLP regarding Metromedia International Telecommunications, Inc.'s predecessor entities 23(f) Consent of Arthur Andersen LLP regarding MCEG Sterling Incorporated 23(g) Consent of Long, Aldridge & Norman (included in Exhibit 5) 24 Powers of Attorney. See signature page to this Registration Statement.
II-3 19 ITEM 17. UNDERTAKINGS A. RULE 415 OFFERING. The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933 (the "Act"); (ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. B. SUBSEQUENT DOCUMENTS INCORPORATED BY REFERENCE. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. C. INDEMNIFICATION OF OFFICERS, DIRECTORS AND CONTROLLING PERSONS. Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Act") may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. II-4 20 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, as of October 31, 1995. THE ACTAVA GROUP INC. By: /s/ JOHN D. PHILLIPS ------------------------------- John D. Phillips President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints W. TOD CHMAR, FREDERICK B. BEILSTEIN, III and WALTER M. GRANT, and each of them, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated as of October 31, 1995.
SIGNATURES TITLE - --------------------------------------------- ---------------------------------------------- /s/ JOHN D. PHILLIPS President and Chief Executive Officer and - --------------------------------------------- Director (Principal Executive Officer) John D. Phillips /s/ FREDERICK B. BEILSTEIN, III Senior Vice President -- Chief Financial - --------------------------------------------- Officer (Principal Financial and Accounting Frederick B. Beilstein, III Officer) /s/ JOHN E. ADERHOLD Director - --------------------------------------------- John E. Aderhold /s/ JOHN P. IMLAY, JR. Director - --------------------------------------------- John P. Imlay, Jr. /s/ CLARK A. JOHNSON Director - --------------------------------------------- Clark A. Johnson /s/ CARL E. SANDERS Director - --------------------------------------------- Carl E. Sanders
II-5 21 INDEX OF EXHIBITS
DESIGNATION OF EXHIBIT DOCUMENT WITH WHICH EXHIBIT WAS SUCH EXHIBIT IN NO. DESCRIPTION PREVIOUSLY FILED WITH COMMISSION THAT DOCUMENT - -------- ------------------------------------ ------------------------------------ --------------- 2(a)(i) Agreement and Plan of Merger dated Current Report on Form 8-K for event 99(a) as of April 12, 1995 by and among on occurring April 12, 1995 The Actava Group Inc., Orion Pictures Corporation, MCEG Sterling Incorporated and Metromedia International Telecommunications, Inc. 2(a)(ii) Amended and Restated Agreement and Current Report on Form 8-K for event 99(a) Plan of Merger dated as of September occurring on September 27, 1995 27, 1995 by and among The Actava Group Inc., Orion Pictures Corporation, MCEG Sterling Incorporated and Metromedia International Telecommunications, Inc. 2(b)(i) Credit Agreement dated as of October Current Report on Form 8-K for event 10(a) 11, 1994 by and between The Actava occurring on October 11, 1994 Group Inc. and Metromedia Company. The following exhibits are omitted: Exhibit A -- Form of Note; Exhibit B -- Form of Pledge Agreement; Exhibit C -- Form of Guaranty; and Exhibit D -- Form of Opinion by Paul, Weiss, Rifkind, Wharton & Garrison. Registrant agrees to furnish copies of such exhibits upon request. 2(b)(ii) Amendment No. 1 dated as of April Amendment No. 1 to Current Report on 99(c) 12, 1995 to the Credit Agreement Form 8-K/A for event occurring on dated as of October 11, 1994 between April 12, 1995, filed on April 28, The Actava Group Inc. and Metromedia 1995 Company 2(b)(iii) Amendment No. 2 dated as of October Registration Statement on Form S-3 2(b)(iii) 10, 1995 to the Credit Agreement (Registration No. 33-63401) dated as of October 11, 1994 by and between The Actava Group Inc. and Metromedia Company 4(a) Restated Certificate of Annual Report on Form 10-K for the 3(a)(i) Incorporation of The Actava Group year ended December 31, 1993 Inc. 4(b)(i) Finance and Security Agreement dated Annual Report on Form 10-K for the 4(g)(i) as of October 30, 1992 with respect year ended December 31, 1994 to a revolving credit facility of up to $100 million, between The Actava Group Inc. and ITT Commercial Finance Corp. 4(b)(ii) Amendment dated as of September 27, Annual Report on Form 10-K for the 4(g)(ii) 1993 to Finance and Security year ended December 31, 1994 Agreement dated as of October 30, 1992 with respect to a revolving credit facility of up to $100 million between The Actava Group Inc. and ITT Commercial Finance Corp.
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DESIGNATION OF EXHIBIT DOCUMENT WITH WHICH EXHIBIT WAS SUCH EXHIBIT IN NO. DESCRIPTION PREVIOUSLY FILED WITH COMMISSION THAT DOCUMENT - -------- ------------------------------------ ------------------------------------ --------------- 4(b)(iii) Amendment dated as of March 29, 1994 Annual Report on Form 10-K for the 4(g)(iii) to Finance and Security Agreement year ended December 31, 1994 dated as of October 30, 1992 with respect to a revolving credit facility of up to $100 million between The Actava Group Inc. and ITT Commercial Finance Corp. 4(b)(iv) Amendment dated as of April 15, 1994 Annual Report on Form 10-K for the 4(g)(iv) to Finance and Security Agreement year ended December 31, 1994 dated as of October 30, 1992 with respect to a revolving credit facility of up to $10 million between The Actava Group Inc. and ITT Commercial Finance Corp. 4(b)(v) Amendment dated as of September 23, Annual Report on Form 10-K for the 4(g)(v) 1994 to Finance and Security year ended December 31, 1994 Agreement dated as of October 30, 1992 with respect to a revolving credit facility of up to $100 million between The Actava Group Inc. and ITT Commercial Finance Corp. 4(b)(vi) Amendment dated as of March 3, 1995, Quarterly Report on Form 10-Q for 4 to Finance and Security Agreement, the quarter ended June 30, 1995 dated as of October 30, 1992, with respect to a revolving credit facility of up to $100 million, between Actava and ITT Commercial Finance Corp. 4(c) Letter Agreement dated October 12, Registration Statement on Form S-3 4(d)(i) 1995 between Triton Group Ltd. and (Registration No. 33-63401) The Actava Group Inc. 5 Opinion of Long, Aldridge & Norman 10(a) Registration Rights Agreement among Current Report on Form 8-K dated 99(c) The Actava Group Inc., Renaissance April 19, 1994 Partners and John D. Phillips dated April 19, 1994 10(b)(i) Lease Agreement dated October 21, Annual Report on Form 10-K for the 10(s) 1994 between JDP Aircraft II, Inc. year ended December 31, 1994 and The Actava Group Inc. 10(b)(ii) Lease Agreement dated as of October Quarterly Report on Form 10-Q for 10 4, 1995 between JDP Aircraft II, the quarter ended September 30, 1995 Inc. and The Actava Group Inc. 23(a) Consent of Ernst & Young LLP regarding The Actava Group Inc. 23(b) Consent of KPMG Peat Marwick LLP regarding Orion Pictures Corporation 23(c) Consent of KPMG Peat Marwick LLP regarding Metromedia International Telecommunications, Inc. 23(d) Consent of KPMG Peat Marwick LLP regarding Kosmos TV
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DESIGNATION OF EXHIBIT DOCUMENT WITH WHICH EXHIBIT WAS SUCH EXHIBIT IN NO. DESCRIPTION PREVIOUSLY FILED WITH COMMISSION THAT DOCUMENT - -------- ------------------------------------ ------------------------------------ --------------- 23(e) Consent of Arthur Andersen LLP regarding Metromedia International Telecommunications, Inc.'s predecessor entities 23(f) Consent of Arthur Andersen LLP regarding MCEG Sterling Incorporated 23(g) Consent of Long, Aldridge & Norman (included in Exhibit 5) 24 Powers of Attorney. See signature page to this Registration Statement.
EX-5 2 OPINION OF LONG, ALDRIDGE & NORMAN 1 EXHIBIT 5 October 31, 1995 The Actava Group Inc. 945 East Paces Ferry Road Suite 2210 Atlanta, Georgia 30326 Re: The Actava Group Inc. Registration Statement on Form S-3 Ladies and Gentlemen: We have acted as counsel to The Actava Group Inc., a Delaware corporation (the "Company"), in connection with the preparation of a Registration Statement on Form S-3 (the "Registration Statement") and the filing thereof with the Securities and Exchange Commission (the "Commission") for the reoffer and resale of certain securities of the Company owned of record by the Selling Stockholders named in the Registration Statement (the "Selling Stockholders"). Pursuant to the Registration Statement, the Company intends to register under the Securities Act of 1933, as amended, 15,252,128 shares (the "Shares") of common stock, par value $1.00 per share (the "Common Stock"), of the Company to be issued to the Selling Stockholders pursuant to the Merger Agreement (as defined below). The opinion hereinafter set forth is given to the Company pursuant to Item 16 of Form S-3 and Item 601(b)(5) of Regulation S-K. The only opinion rendered by this firm consists of the matter set forth in numbered paragraph (1) below (our "Opinion"), and no opinion is implied or to be inferred beyond such matter. Additionally, our Opinion is based upon and subject to the qualifications, limitations and exceptions set forth in this letter. In rendering our Opinion, we have examined such agreements, documents, instruments and records as we deemed necessary or appropriate under the circumstances for us to express our Opinion, including without limitation, the Amended and Restated Agreement and Plan of Merger date as of September 27, 1995 by and among the Company, Orion Pictures Corporation, MCEG Sterling Incorporated and Metromedia International Telecommunications, Inc. (the "Merger Agreement") and resolutions duly adopted by action of the Board of Directors authorizing and approving the Merger Agreement and the transactions contemplated thereby, the issuance of the Shares and the preparation and filing of the Registration Statement. In making all of our examinations, we assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to the original documents of all documents submitted to us as copies, and the due execution and delivery of all documents by any persons or entities where due execution and delivery by such persons or entities is a prerequisite to the effectiveness of such documents. As to various factual matters that are material to our Opinion, we have relied upon the factual statements set forth in a certificate of an officer of the Company and a certificate of a public official. We have not independently verified or investigated, nor do we assume any responsibility for, the factual accuracy or completeness of such factual statements. Members of this firm are admitted to the Bar of the State of Georgia and are duly qualified to practice law in that state. Because the Company is organized under, and the subject of our Opinion therefore is governed by, the General Corporation Law of the State of Delaware (the "Delaware Code"), we do not herein express any opinion concerning any matter respecting or affected by any laws other than the laws set forth in the Delaware Code that are now in effect and that, in the exercise of reasonable professional judgment, are normally considered in transactions such as those described in the Registration Statement. The Opinion hereinafter set forth is based upon pertinent laws and facts in existence as of the date hereof, and we expressly disclaim any obligation to advise you of changes to such pertinent laws or facts that hereafter may come to our attention. 2 Based upon and subject to the foregoing, we are of the Opinion that: (1) the Shares, when issued and delivered to the Selling Stockholders in accordance with the Merger Agreement, will be validly issued, fully paid and nonassessable. We hereby consent to the filing of this letter as an exhibit to the Registration Statement and to the reference to this firm under the heading "Legal Matters" in the Prospectus forming a part of the Registration Statement. Very truly yours, /s/ LONG, ALDRIDGE & NORMAN EX-23.A 3 CONSENT OF ERNST & YOUNG 1 EXHIBIT 23(A) CONSENT OF INDEPENDENT AUDITORS To the Board of Directors of the Actava Group Inc.: We consent to the reference to our firm under the caption "Experts" in the Registration Statement (Form S-3 filed on or about October 30, 1995) and related Prospectus of The Actava Group Inc. for the registration of 15,252,128 shares of its common stock and to the incorporation by reference therein of our report dated March 10, 1995, with respect to the consolidated financial statements and schedules of The Actava Group Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 1994, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP -------------------------------------- Atlanta, Georgia October 30, 1995 EX-23.B 4 CONSENT OF KPMG 1 EXHIBIT 23(B) INDEPENDENT AUDITOR'S CONSENT To the Board of Directors and Stockholders Orion Pictures Corporation: We consent to the use of our report incorporated herein by reference and to the reference to our firm under the heading "Experts" in the prospectus. Our report dated April 12, 1995, contains an explanatory paragraph that states that the Company is a defendant in certain litigation which alleges various breaches of agreements by the Company and seeks certain damages. Our report also includes an explanatory paragraph that states that based upon the Company's inability to meet required debt payments that are due within the next year under the terms of its indebtedness (as defined in note 6 of the Notes to Consolidated Financial Statements) there exists substantial doubt about its ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. /s/ KPMG Peat Marwick LLP -------------------------------------- New York, New York October 27, 1995 EX-23.C 5 CONSENT OF KPMG 1 EXHIBIT 23(C) INDEPENDENT AUDITORS' REPORT AND CONSENT To the Board of Directors Metromedia International Telecommunications, Inc.: The audits referred to in our report dated April 12, 1995, included the related financial statement schedule as of December 31, 1994, and for the year then ended incorporated by reference in the registration statement. This financial statement schedule is the responsibility of the Company's management. Our responsibility is to express an opinion on this financial statement schedule based on our audits. In our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly in all material respects the information set forth therein. Our report dated April 12, 1995, contains an explanatory paragraph that states that the Company has suffered significant recurring losses and negative operating and investing cash flows as a result of its investments in joint ventures which have either not commenced operations or have only recently commenced operations and are experiencing losses that raise substantial doubt about its ability to continue as a going concern. The consolidated financial statements and financial statement schedule do not include any adjustments that might result from the outcome of this uncertainty. We consent to the use of our reports incorporated herein by reference and to the reference to our firm under the heading "Experts" in the prospectus. /s/ KPMG Peat Marwick LLP -------------------------------------- New York, New York October 27, 1995 EX-23.D 6 CONSENT OF KPMG 1 EXHIBIT 23(D) INDEPENDENT AUDITORS' CONSENT The Partners Kosmos TV: We consent to the use of our report incorporated herein by reference and to the reference to our firm under the heading "Experts" in the prospectus. Our report dated March 24, 1995, contains an explanatory paragraph that states that the Company has suffered recurring losses from operations and has a net capital deficiency, which raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. /s/ KPMG -------------------------------------- Moscow, Russia October 27, 1995 EX-23.E 7 CONSENT OF ARTHUR ANDERSEN 1 EXHIBIT 23(E) CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Board of Directors of The Actava Group Inc.: As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated April 12, 1995, relating to the consolidated financial statements of International Telcell, Inc. and International Telcell Group Limited Partnership (predecessor entities to Metromedia International Telecommunications, Inc.) incorporated by reference in this registration statement on Form S-3 and to all references to our Firm included in this registration statement. /s/ Arthur Andersen LLP -------------------------------------- ARTHUR ANDERSEN LLP Stamford, Connecticut October 25, 1995 EX-23.F 8 CONSENT OF ARTHUR ANDERSEN 1 EXHIBIT 23(F) ARTHUR ANDERSEN LLP CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Board of Directors of The Actava Group Inc.: As independent public accountants, we hereby consent to the incorporation by reference in this Registration Statement of our report dated May 19, 1995 included in the Joint Proxy Statement/Prospectus (File No. 33-63003) as filed with the Securities and Exchange Commission on September 28, 1995 and to all references to our Firm included in this Registration Statement. /s/ Arthur Andersen LLP -------------------------------------- ARTHUR ANDERSEN LLP Los Angeles, California October 27, 1995 -----END PRIVACY-ENHANCED MESSAGE-----