-----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, CkrO5c1LrOkUXPU4EGx1lyrcMrBeTzEewuKlP5XBrXRxqGNPc5te1nz0yqc6kKY8 BaOojmHJFYPVKrKju43ugA== 0001013594-06-000583.txt : 20061020 0001013594-06-000583.hdr.sgml : 20061020 20061020163810 ACCESSION NUMBER: 0001013594-06-000583 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20061020 DATE AS OF CHANGE: 20061020 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: METROMEDIA INTERNATIONAL GROUP INC CENTRAL INDEX KEY: 0000039547 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 580971455 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-32255 FILM NUMBER: 061155910 BUSINESS ADDRESS: STREET 1: 8000 TOWER POINT DRIVE CITY: CHARLOTTE STATE: NC ZIP: 28227 BUSINESS PHONE: 7043217380 MAIL ADDRESS: STREET 1: 8000 TOWER POINT DRIVE CITY: CHARLOTTE STATE: NC ZIP: 28227 FORMER COMPANY: FORMER CONFORMED NAME: ACTAVA GROUP INC DATE OF NAME CHANGE: 19930723 FORMER COMPANY: FORMER CONFORMED NAME: FUQUA INDUSTRIES INC /DE/ DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ESOPUS CREEK VALUE L P CENTRAL INDEX KEY: 0001336198 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 500 5TH AVE SUITE 2620 CITY: NEW YORK STATE: NY ZIP: 10110 BUSINESS PHONE: 212-302-7214 MAIL ADDRESS: STREET 1: 500 5TH AVE SUITE 2620 CITY: NEW YORK STATE: NY ZIP: 10110 SC 13D/A 1 metromedia13da-102006.txt OCTOBER 20, 2006 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.1) Metromedia International Group, Inc. ----------------------------------------- (Name of Issuer) Common Stock, $.01 par value ------------------------------ (Title of Class of Securities) 591689104 -------------- (CUSIP Number) Martin D. Sklar, Esq. Kleinberg, Kaplan, Wolff & Cohen, P.C. 551 Fifth Avenue, New York, New York 10176 Tel: (212) 986-6000 ----------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 18 , 2006 ------------------ (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box |_|. SCHEDULE 13D CUSIP No 591689104 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Esopus Creek Value LP 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) |_| 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER 7 SOLE VOTING POWER OF 0 SHARES BENEFI- 8 SHARED VOTING POWER CIALLY 2,530,000 OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 2,530,000 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,530,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.7% 14 TYPE OF REPORTING PERSON PN 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Esopus Creek Advisors LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) |_| 3 SEC USE ONLY 4 SOURCE OF FUNDS AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER 7 SOLE VOTING POWER OF 0 SHARES BENEFI- 8 SHARED VOTING POWER CIALLY 2,530,000 OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 2,530,000 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,530,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.7% 14 TYPE OF REPORTING PERSON OO 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Andrew L. Sole 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) |_| 3 SEC USE ONLY 4 SOURCE OF FUNDS AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER 7 SOLE VOTING POWER OF 0 SHARES BENEFI- 8 SHARED VOTING POWER CIALLY 2,530,000 OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 2,530,000 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,530,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.7% 14 TYPE OF REPORTING PERSON IN 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Joseph S. Criscione 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) |_| 3 SEC USE ONLY 4 SOURCE OF FUNDS AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER 7 SOLE VOTING POWER OF 0 SHARES BENEFI- 8 SHARED VOTING POWER CIALLY 2,530,000 OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 2,530,000 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,530,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.7% 14 TYPE OF REPORTING PERSON IN 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Cadence Investment Management, LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| 3 SEC USE ONLY 4 SOURCE OF FUNDS AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER 7 SOLE VOTING POWER OF 0 SHARES BENEFI- 8 SHARED VOTING POWER CIALLY 2,363,442 OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 2,363,442 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,363,442 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.5% 14 TYPE OF REPORTING PERSON IA 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Cadence Master, Ltd. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands NUMBER 7 SOLE VOTING POWER OF 0 SHARES BENEFI- 8 SHARED VOTING POWER CIALLY 551,031 OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 551,031 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 551,031 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.6% 14 TYPE OF REPORTING PERSON IA 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Philip R. Broenniman 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| 3 SEC USE ONLY 4 SOURCE OF FUNDS AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER 7 SOLE VOTING POWER OF 155,000 SHARES BENEFI- 8 SHARED VOTING POWER CIALLY 2,363,442 OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 155,000 PERSON WITH 10 SHARED DISPOSITIVE POWER 2,363,442 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,515,442 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.7% 14 TYPE OF REPORTING PERSON IN 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Mellon HBV Alternative Strategies LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) |_| 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER 7 SOLE VOTING POWER OF 0 SHARES BENEFI- 8 SHARED VOTING POWER CIALLY 7,907,610 OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 7,907,610 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,907,610 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.4% 14 TYPE OF REPORTING PERSON IA 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Mellon HBV Company, Ltd. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) |_| 3 SEC USE ONLY 4 SOURCE OF FUNDS OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER 7 SOLE VOTING POWER OF 0 SHARES BENEFI- 8 SHARED VOTING POWER CIALLY 7,907,610 OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 7,907,610 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,907,610 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.4% 14 TYPE OF REPORTING PERSON CO 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) D.E. Shaw Laminar Portfolios, L.L.C. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) |_| 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER 7 SOLE VOTING POWER OF 0 SHARES BENEFI- 8 SHARED VOTING POWER CIALLY 6,813,000 OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 6,813,000 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,813,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.2% 14 TYPE OF REPORTING PERSON OO 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) D.E. Shaw & Co., L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER 7 SOLE VOTING POWER OF 0 SHARES BENEFI- 8 SHARED VOTING POWER CIALLY 6,813,000 OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 6,813,000 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,813,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.2% 14 TYPE OF REPORTING PERSON IA, PN 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) D.E. Shaw & Co., L.L.C. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER 7 SOLE VOTING POWER OF 0 SHARES BENEFI- 8 SHARED VOTING POWER CIALLY 6,813,000 OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 6,813,000 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,813,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.2% 14 TYPE OF REPORTING PERSON OO 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) David E. Shaw 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| 3 SEC USE ONLY 4 SOURCE OF FUNDS AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER 7 SOLE VOTING POWER OF 0 SHARES BENEFI- 8 SHARED VOTING POWER CIALLY 6,813,000 OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 6,813,000 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,813,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.2% 14 TYPE OF REPORTING PERSON IN 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Black Horse Capital LP 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) |_| 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER 7 SOLE VOTING POWER OF 0 SHARES BENEFI- 8 SHARED VOTING POWER CIALLY 3,825,344 OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 3,825,344 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,825,344 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.1% 14 TYPE OF REPORTING PERSON PN 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Black Horse Capital (QP) LP 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) |_| 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER 7 SOLE VOTING POWER OF 0 SHARES BENEFI- 8 SHARED VOTING POWER CIALLY 1,135,010 OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 1,135,010 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,135,010 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.2% 14 TYPE OF REPORTING PERSON PN 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Black Horse Capital Offshore Ltd. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) |_| 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER 7 SOLE VOTING POWER OF 0 SHARES BENEFI- 8 SHARED VOTING POWER CIALLY 877,550 OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 877,550 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 877,550 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.9% 14 TYPE OF REPORTING PERSON CO 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Black Horse Capital Management LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) |_| 3 SEC USE ONLY 4 SOURCE OF FUNDS AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER 7 SOLE VOTING POWER OF 0 SHARES BENEFI- 8 SHARED VOTING POWER CIALLY 4,960,354 OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 4,960,354 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,960,354 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.2% 14 TYPE OF REPORTING PERSON OO 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Black Horse Capital Advisors LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) |_| 3 SEC USE ONLY 4 SOURCE OF FUNDS AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER 7 SOLE VOTING POWER OF 0 SHARES BENEFI- 8 SHARED VOTING POWER CIALLY 877,550 OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 877,550 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 877,550 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.9% 14 TYPE OF REPORTING PERSON OO 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Dale Chappell 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) |_| 3 SEC USE ONLY 4 SOURCE OF FUNDS AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER 7 SOLE VOTING POWER OF 0 SHARES BENEFI- 8 SHARED VOTING POWER CIALLY 5,837,904 OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 5,837,904 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,837,904 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.2% 14 TYPE OF REPORTING PERSON IN 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Brian Sheehy 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) |_| 3 SEC USE ONLY 4 SOURCE OF FUNDS AF, PF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER 7 SOLE VOTING POWER OF 61,397 SHARES BENEFI- 8 SHARED VOTING POWER CIALLY 5,827,245 OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 61,397 PERSON WITH 10 SHARED DISPOSITIVE POWER 5,827,245 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,899,301 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.2% 14 TYPE OF REPORTING PERSON IN This Schedule 13D shall amend and restate the Schedule 13D filed by the Reporting Persons (as defined below) other than the Black Horse Reporting Persons (as defined below) on October 10, 2006, and be deemed an amendment to the Schedule 13D filed by the Black Horse Reporting Persons on October 3, 2006. Item 1. Security and Issuer This statement on Schedule 13D relates to the common stock, par value $0.01 per share (the "Common Stock"), of Metromedia International Group, Inc., a Delaware corporation ("Issuer"). The principal executive offices of Issuer are located at 8000 Tower Point Drive, Charlotte, North Carolina 28227. Item 2. Identity and Background (a). NAME The names of the persons filing this statement on Schedule 13D are: (i) The "Esopus Reporting Persons:" - Esopus Creek Value LP ("Esopus Fund") - Esopus Creek Advisors LLC ("Esopus Advisors") - Andew L. Sole ("Mr. Sole") - Joseph S. Criscione ("Mr. Criscione") (ii) The "Black Horse Reporting Persons:" - Black Horse Capital LP ("BH Domestic Fund"), - Black Horse Capital (QP) LP ("BH QP Fund"), - Black Horse Capital Offshore Ltd. ("BH Offshore Fund"), - Black Horse Capital Management LLC ("BH Management"), - Black Horse Capital Advisors LLC ("BH Advisors"), - Dale Chappell ("Mr. Chappell") and - Brian Sheehy ("Mr. Sheehy"). (iii) The "Mellon HBV Reporting Persons:" - Mellon HBV Alternative Strategies LLC ("Mellon Adviser") - Mellon HBV Company, Ltd. ("Mellon Limited") This Schedule 13D is also being filed by the Mellon HBV Reporting Persons on behalf of Mellon HBV Master Multi-Strategy Fund L.P., Mellon HBV Master Leveraged Multi-Strategy Fund L.P. and Mellon HBV Master U.S. Event Driven Fund L.P. (the three funds identified in this sentence shall collectively be referred to as the "Mellon Funds"). The directors and executive officers of Mellon Adviser and Mellon Limited are set forth on Appendix III attached hereto. (iv) The "D.E. Shaw Reporting Persons:" - D. E. Shaw Laminar Portfolios, L.L.C. ("Laminar") - D. E. Shaw & Co., L.P. ("DESCO LP") - D. E. Shaw & Co., L.L.C. ("DESCO LLC") - David E. Shaw The Esopus Reporting Persons, the Black Horse Reporting Persons, the Mellon HBV Reporting Persons and the D. E. Shaw Reporting Persons shall collectively be referred to as the "Reporting Persons." Cadence Investment Management, LLC, Cadence Master, Ltd. and Philip R. Broenniman (collectively, "Cadence") shall no longer be deemed Reporting Persons as they are no longer "acting in consent" with the other Reporting Persons. Each of the Reporting Persons is responsible for the completeness and accuracy of the information concerning him or it contained herein, but is not responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate. (b). RESIDENCE OR BUSINESS ADDRESS (i) The principal business address for each of the Esopus Reporting Persons is 500 Fifth Avenue, Suite 2620, New York, New York 10110. (ii) The principal business address for each of BH Domestic Fund, BH QP Fund, BH Management, BH Advisors, Mr. Chappell and Mr. Sheehy is 45 Rockefeller Plaza, 20th Floor, New York, New York 10111. The principal business address of BH Offshore Fund is c/o M&C Corporate Services Limited, addressStreetP.O. Box 309GT, Ugland House, addressStreetSouth Church Street, CityGeorge Town, placeGrand Cayman, placeCayman Islands. (iii) The principal business address of each of the MHBV Reporting Persons is c/o Mellon HBV Alternative Strategies LLC, 200 Park Avenue, 54th floor, New York, New York 10166. (iv) The principal address and principal office, as applicable, for each of the D. E. Shaw Reporting Persons is 120 West Forty-Fifth Street, Floor 39, Tower 45, New York, New York 10036. (c). PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND THE NAME, PRINCIPAL BUSINESS AND ADDRESS OF ANY CORPORATION OR OTHER ORGANIZATION IN WHICH SUCH EMPLOYMENT IS CONDUCTED (i) Esopus Fund is a private investment fund that invests on behalf of institutions and high net worth individuals. The principal business of Esopus Advisors is to serve as the general partner of Esopus Fund. The principal business of each of Mr. Sole and Mr. Criscione is to serve as a managing member of Esopus Advisors and as portfolio managers to the Esopus Fund and other affiliated entities. (ii) The principal business of each of BH Domestic Fund, BH QP Fund and BH Offshore Fund is that of a private investment fund engaged in the purchase and sale of securities for its own account. The principal business of BH Advisors is providing investment management services. The principal business of BH Management is serving as the managing general partner of BH Domestic Fund and BH QP Fund. The principal occupation of Mr. Chappell and Mr. Sheehy is serving as the managing members of BH Advisors and BH Management. The Directors and Executive Officers of the BH Offshore Fund are set forth on Appendix III attached hereto which is incorporated herein by reference. (iii) Mellon Adviser is a registered investment adviser under the Investment Advisers Act of 1940. Mellon Limited is a wholly owned direct subsidiary of Mellon Adviser. Each Mellon Fund is a limited partnership which is exempt from registration as an investment company under the Investment Company Act of 1940. Mellon Limited is the general partner of each Mellon Fund. Voting and dispositive power over the securities reported herein as beneficially owned is exercised by Mellon Adviser as investment adviser to the Mellon Funds. The Directors and Executive Officers of Mellon Advisers and Mellon Limited are set forth on Appendix III attached hereto which is incorporated herein by reference. (iv) The principal business of Laminar is that of a limited liability company focusing primarily on credit-opportunities-related investment strategies. Laminar does not have any executive officers or directors. The principal business of DESCO LP is to act as an investment adviser to certain funds, including, without limitation, Laminar. The principal business of DESCO LLC is to act as managing member to certain funds, including, without limitation, Laminar. D. E. Shaw & Co., Inc., a Delaware corporation ("DESCO Inc."), is the general partner of DESCO LP. D. E. Shaw & Co. II, Inc., a Delaware corporation ("DESCO II, Inc."), is the managing member of DESCO LLC. David E. Shaw is the president and sole shareholder of DESCO Inc. and DESCO II, Inc. (d), (e). CRIMINAL CONVICTIONS; CIVIL PROCEEDINGS During the last five years, none of the Reporting Persons have: (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations or prohibiting activities subject to federal or state securities laws or finding any violation of such laws. (f). CITIZENSHIP (i) Esopus Fund is a Delaware limited Partnership. Esopus Advisors is a Delaware limited liability company. Each of Mr. Sole and Mr. Criscione is a citizen of the United States. (ii) Each of BH Domestic Fund and BH QP Fund are placeStateDelaware limited partnerships. Each of BH Management and BH Advisors is a placeStateDelaware limited liability company. BH Offshore Fund is a placeCayman Islands exempted company. Messrs. Chappell and Sheehy are placecountry-regionUnited States citizens. (iii) Mellon Adviser is a Delaware limited liability company. Mellon Limited is a Cayman Islands company. (iv) Laminar is a Delaware limited liability company. DESCO LP is a Delaware limited partnership. DESCO LLC is a Delaware limited liability company. David E. Shaw is a citizen of the United States. Item 3. Source and Amount of Funds or Other Consideration (a) Esopus Fund allocated approximately $3,747,711 to acquire its shares of Common Stock. The funds used to purchase the shares of Common Stock were obtained from a combination of the general working capital of the Esopus Fund and margin account borrowings made in the ordinary course of business, although Esopus Fund cannot determine whether any funds allocated to purchase the Issuer's Common Stock were obtained from any margin account borrowings. (b) The total amount of funds allocated by the Black Horse Reporting Persons to acquire the shares of Common Stock owned by them was $13,892,721. Each of BH Domestic Fund, BH QP Fund and BH Offshore Fund used its own assets to purchase such shares, which may at any given time include funds borrowed in the ordinary course in their margin accounts. Mr. Sheehy used his personal funds to acquire the securities he owns directly. (c) The Mellon HBV Reporting Persons used funds from the working capital for purposes of effecting the transactions reported herein. The aggregate purchase price paid by the Mellon HBV Reporting Persons for their shares of Common Stock was approximately $8,987,159. (d) In acquiring its shares of Common Stock, Laminar expended approximately $6,614,243 (excluding commissions) of its working capital. Item 4. Purpose of Transaction By Letter to the Issuer dated October 5, 2006, Esopus Fund nominated the following persons for election to the Issuer's Board of Directors at the annual meeting of the Issuer's shareholders scheduled to be held on December 15, 2006 (the "2006 Annual Meeting"): (1) Andrew L. Sole, Esq., (2) Philip R. Broenniman, (3) William F. "Mickey" Harley III, (4) Jerry Marcus and (5) Goara Gabriella Volshteyn (the "Nominees"). By Letter to the Issuer dated October 6, 2006, Esopus proposed two shareholder resolutions (the "Proposals"), one amending the by-laws to require a majority shareholder vote with respect to certain merger and asset sales, and the second resolution to specifically require a majority shareholder vote with respect to the proposed sale transaction (the "Proposed Transaction") involving Istithmar PJSC, Salford Georgia and Emergent Telecom Ventures Limited described in the Corporation's Form 8-K filed with the Securities and Exchange Commission on October 2, 2006. The Reporting Persons oppose the Proposed Transaction as currently formulated. Each of the Reporting Persons acquired the Common Stock beneficially owned by each in the ordinary course of its, his or her, as applicable, securities trading activities. On October 5, 2006, the Esopus Reporting Persons, Cadence, the Mellon Reporting Persons and the D. E. Shaw Reporting Persons entered into a verbal, non-binding agreement to support the election of the Nominees and the adoption of the Proposals at the 2006 Annual Meeting, and they agreed to share the related costs. On October 18, 2006, the Black Horse Reporting Persons agreed to cooperate with the above Reporting Persons and became a party to the verbal, non-binding agreement described above. On October 18, 2006, Cadence ceased to be a party to such agreement and shall no longer report on this Schedule 13D after the filing hereof. The withdrawal of Cadence does not impact the above nominations. The Reporting Persons currently intend to engage in a proxy solicitation in support of the election of the Nominees and the adoption of the Proposals, but reserve the right not to do so. The Reporting Persons also reserve the right to continue to acquire and/or dispose of securities of the Issuer, to commence litigation against the Issuer, its directors and/or its officers, to recommend to management alternatives to the Proposed Transaction, and to take any other appropriate actions in furtherance of the election of the Nominees, the adoption of the Proposals, and the opposition of the Reporting Persons to the Proposed Transaction. On October 18, 2006, the Esopus Fund brought an action against the Issuer in Delaware Chancery Court to enjoin the Proposed Transaction based upon its belief that the Issuer's intention to commit or consummate the Proposed Transaction prior to the 2006 Annual Meeting violates the Delaware Chancery Court's stipulated order to conduct an annul meeting for the election of directors on December 15, 2006. On October 19, 2006, the Esopus Fund and the Black Horse Funds brought a separate action in the Delaware Chancery Court against the Issuer and the Issuer's Board of Directors (excluding William F. Harley III, who joined the Board of Directors following the announcement of the Proposed Transaction) also seeking to enjoin the Proposed Transaction based upon alleged breaches of fiduciary duties of care and loyalty and violation of Section 271 of the Delaware General Corporation Law requiring a shareholder vote for such an asset sale. The Issuer has expanded the size of its Board of Directors by one member and appointed William F. Harley III, one of the Nominees, to the Board of Directors as a Class I Director of the Issuer with a term expiring at the 2006 Annual Meeting. Item 5. Interest in Securities of the Issuer (a). (i) The Esopus Reporting Persons beneficially own 2,530,000 shares of Common Stock, representing 2.7% of the outstanding shares of Common Stock. (ii) The Black Horse Reporting Persons beneficially own 5,899,301 shares of Common Stock representing 6.2% of the outstanding shares of Common Stock. BH Domestic Fund, BH QP Fund, BH Offshore Fund (collectively, the "Black Horse Funds") and Mr. Sheehy owned directly 3,422,514, 1,015,989, 783,078 and 58,600 shares of Common Stock, respectively, and 120,970 , 35,742, 28,370 and 840 shares of Preferred Stock, par value $0.01 per share (the "Preferred Stock"), of the Issuer, respectively, representing (on an as converted to Common Stock basis*) approximately 4.1%, 1.2%, 0.9% and less than 0.1% of the shares of Common Stock outstanding. BH Advisors, in its capacity as investment advisor to the BH Offshore Fund and as a result of certain relationships among the Black Horse Funds and their affiliates, may be deemed to be the beneficial owner of the 5,899,301 shares of Common Stock held directly by the Black Horse Funds and Mr. Sheehy, constituting 6.2% of the shares of Common Stock outstanding. BH Management, in its capacity as the general partner of the BH Domestic Fund and the BH QP Fund and as a result of certain relationships among the Black Horse Funds and their affiliates, may be deemed to be the beneficial owner of 5,899,301 shares of Common Stock held directly by the Black Horse Funds and Mr. Sheehy, constituting 6.2% of the shares of Common Stock outstanding. Messrs. Chappell and Sheehy, in their capacity as managing members of BH Advisors and BH Management and directors of the BH Offshore Fund and as a result of certain relationships among the Black Horse Funds and their affiliates, may be deemed to be the beneficial owners of the 5,899,301 shares of Common Stock held directly by the Funds and Mr. Sheehy, constituting 6.2% of the shares of Common Stock outstanding. (iii) The Mellon HBV Reporting Persons beneficially owns 7,907,610 shares of Common Stock, representing 8.4% of the outstanding shares of Common Stock. (iv) The D.E. Shaw Reporting Persons beneficially own 6,813,000 shares of Common Stock, representing 7.2% of the outstanding shares of Common Stock. The Reporting Persons may be deemed to be members of a "group" within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Act"). As such, the group may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) all of the shares of Common Stock beneficially owned by the other Reporting Persons. Collectively, the Reporting Persons beneficially own 23,149,911, representing 24.5% of all the issued and outstanding shares of Common Stock. (b). (i) Mr. Sheehy who has the sole power to vote or direct the vote or to dispose or direct the disposition of the 58,600 shares of Common Stock and the 840 shares of Preferred Stock that he owns directly. The Black Horse Reporting Persons have the shared power to vote or direct the vote or to dispose or direct the disposition of the remaining 5,221,581 shares of Common Stock and 185,082 shares of Preferred Stock owned by the Black Horse Funds. (ii) Mellon Adviser has the sole power to vote or direct the vote or to dispose or direct the disposition of the 7,907,610 share of Common Stock that is owned by the Mellon HBV Reporting Persons. (iii) The Esopus Reporting Persons share the power to vote and to direct the vote and the power to dispose and to direct the disposition of the 2,530,000 shares of Common Stock held by Esopus Fund. (iv) The D.E. Shaw Reporting Persons share the power to vote and to direct the vote and the power to dispose and to direct the disposition of the 6,813,000 shares of Common Stock beneficially owned by the D.E. Shaw Reporting Persons. DESCO LP, as Laminar's investment adviser, and DESCO LLC, as Laminar's managing member, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the 6,813,000 shares of Common Stock beneficially owned by the D. E. Shaw Reporting Persons. As managing member of DESCO LLC, DESCO II, Inc. may be deemed to have the shared power to vote or to direct the vote of (and the shared power to dispose or direct the disposition of) the 6,813,000 shares of Common Stock beneficially owned by the D. E. Shaw Reporting Persons. As general partner of DESCO LP, DESCO, Inc. may be deemed to have the shared power to vote or to direct the vote of (and the shared power to dispose or direct the disposition of) the 6,813,000 shares of Common Stock beneficially owned by the D. E. Shaw Reporting Persons. None of DESCO LP, DESCO LLC, DESCO, Inc., or DESCO II, Inc., owns any shares of Common Stock of the Issuer directly and each such entity disclaims beneficial ownership of the 6,813,000 shares of Common Stock beneficially owned by the D. E. Shaw Reporting Persons. In addition, DESCO LP, DESCO LLC, DESCO, Inc., and DESCO II, Inc. each disclaims beneficial ownership of the 23,149,911 shares of Common Stock beneficially owned by the Reporting Persons. David E. Shaw does not own any shares of Common Stock directly. By virtue of David E. Shaw's position as president and sole shareholder of DESCO, Inc., which is the general partner of DESCO LP, and by virtue of David E. Shaw's position as president and sole shareholder of DESCO II, Inc., which is the managing member of DESCO LLC, David E. Shaw may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the 6,813,000 shares of Common Stock owned by the D. E. Shaw Reporting Persons and, therefore, David E. Shaw may be deemed to be the indirect beneficial owner of such shares. David E. Shaw disclaims beneficial ownership of the 6,813,000 shares of Common Stock beneficially owned by the D. E. Shaw Reporting Persons. In addition, David E. Shaw disclaims beneficial ownership of the 23,149,911 shares of Common Stock beneficially owned by the Reporting Persons. Notwithstanding items (b)(i) to (b)(iv) of this Item 5, the Reporting Persons have agreed verbally on a non-binding basis to support the Nominees and the Proposals. (c). A list of the transactions in the Issuer's Common Stock that were effected by the Reporting Persons during the past sixty days is attached as Appendix I. (d). No person other than the Reporting Persons and the investment funds and accounts under their management is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares. (e). On October 18, 2006, Cadence ceased to be a member of the group of Reporting Persons and no longer reports on this Schedule 13D. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer See Item 4 regarding the verbal, non-binding agreement of the Reporting Persons. Each of the Black Horse Funds from time to time may enter into and unwind cash settled equity swap or other similar derivative transactions with respect to the shares of Common Stock. These arrangements do not and will not give the Black Horse Reporting Persons voting or investment control over such shares to which these transactions relate and, accordingly, the Black Horse Reporting Persons disclaim beneficial ownership of any such Shares. Item 7. Material to Be Filed as Exhibits The following documents are filed as exhibits: Appendix I: List of the transactions in the Issuer's Common Stock that were effected by the Reporting Persons during the past sixty days. Appendix II: Joint Filing Agreement. Appendix III: Executive Officers and Directors of Mellon Advisers, Mellon Fund and BH Offshore Fund. Appendix IV: Powers of Attorney Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: October 20, 2006 ESOPUS CREEK VALUE LP By: Esopus Creek Advisors LLC, as General Partner By: /s/ Andrew L. Sole -------------------------------- Andrew L. Sole, Managing Member ESOPUS CREEK ADVISORS LLC By: /s/ Andrew L. Sole -------------------------------- Andrew L. Sole, Managing Member /s/ Andrew L. Sole -------------------------------- Andrew L. Sole /s/ Joseph S. Criscione -------------------------------- Joseph S. Criscione CADENCE INVESTMENT MANAGEMENT, LLC By: /s/ Philip R. Broenniman ------------------------------------- Philip R. Broenniman, Managing Member CADENCE MASTER, LTD. By: /s/ Philip R. Broenniman ------------------------------------- Philip R. Broenniman, Director /s/ Philip R. Broenniman ----------------------------------------- Philip R. Broenniman MELLON HBV ALTERNATIVE STRATEGIES LLC By: /s/ Michael Hawthorne ------------------------------------- Michael Hawthorne, Managing Director MELLON HBV COMPANY, LTD. By: /s/ Michael Hawthorne ------------------------------------- Michael Hawthorne, Managing Director D.E. SHAW LAMINAR PORTFOLIOS, L.L.C. BY: D.E. SHAW & CO., L.L.C., as managing member By:/s/ Julius Gaudio ---------------------------------- Name: Julius Gaudio Title: Managing Director D.E. SHAW & CO., L.P. By: /s/ Julius Gaudio ---------------------------------- Name: Julius Gaudio Title: Managing Director D.E. SHAW & CO., L.L.C. By: /s/ Julius Gaudio ---------------------------------- Name: Julius Gaudio Title: Managing Director DAVID E. SHAW By: /s/ Julius Gaudio ---------------------------------- Name: Julius Gaudio Title: Attorney-in-Fact for David E. Shaw BLACK HORSE CAPITAL LP By: Black Horse Capital Management LLC, As General Partner By: /s/ Dale Chappell ---------------------------------- Dale Chappell, Managing Member BLACK HORSE CAPITAL (QP) LP By: Black Horse Capital Management LLC, As General Partner By: /s/ Dale Chappell ---------------------------------- Dale Chappell, Managing Member BLACK HORSE CAPITAL OFFSHORE LTD. By: /s/ Dale Chappell ---------------------------------- Dale Chappell, Director BLACK HORSE CAPITAL MANAGEMENT LLC By: /s/ Dale Chappell ---------------------------------- Dale Chappell, Managing Member BLACK HORSE CAPITAL ADVISORS LLC By: /s/ Dale Chappell ---------------------------------- Dale Chappell, Managing Member /s/ Dale Chappell ----------------- Dale Chappell /s/ Brian Sheehy ----------------- Brian Sheehy APPENDIX I TRANSACTIONS EFFECTED DURING THE PAST SIXTY DAYS Transactions Effected by Esopus Creek Value LP Date of Amount of Price per share Where and how the transaction securities or unit transaction Bought/(Sold) (excluding was effected commissions) -------------------------------------------------------------------- 10/02/2006 790,000 $1.5893 U.S. OTC Market 10/03/2006 590,000 $1.5946 U.S. OTC Market Transactions Effected by Mellon HBV Alternative Services LLC Date of Amount of Price per share Where and how the transaction securities or unit transaction Bought/(Sold) (excluding was effected commissions) -------------------------------------------------------------------- 10/02/2006 (12,500) $1.5840 U.S. OTC Market 10/02/2006 (31,300) $1.5415 U.S. OTC Market 10/03/2006 (40,000) $1.6428 U.S. OTC Market 10/03/2006 (145,811) $1.6683 U.S. OTC Market Transactions Effected by D. E. Shaw Laminar Portfolios, L.L.C. Date of Amount of Price per share Where and how the transaction securities or unit transaction Bought/(Sold) (excluding was effected commissions) -------------------------------------------------------------------- 10/03/2006 159,000 $1.556289 U.S. OTC Market Transactions of Common Stock Effected by Black Horse Capital LP Date of Amount of Price per share Where and how transaction securities or unit the transaction Bought/(Sold) (excluding was effected commissions) -------------------------------------------------------------------- 08/22/2006 6,884 $1.580 * 08/23/2006 6,825 1.593 * 08/25/2006 1,626 1.600 * 10/02/2006 1,951 1.41 * Transactions of Preferred Stock Effected by Black Horse Capital LP Date of Amount of Price per share Where and how transaction securities or unit the transaction Bought/(Sold) (excluding was effected commissions) -------------------------------------------------------------------- 08/10/2006 651 $41.00 * 08/15/2006 651 41.00 * 08/16/2006 651 41.00 * 08/22/2006 4,031 41.00 * 10/02/2006 1,496 61.00 * Transactions of Common Stock Effected by Black Horse Capital (QP) LP Date of Amount of Price per share Where and how transaction securities or unit the transaction Bought/(Sold) (excluding was effected commissions) -------------------------------------------------------------------- 08/22/2006 2,057 $1.580 * 08/23/2006 2,040 1.593 * 08/25/2006 485 1.600 * 10/02/2006 582 1.410 * Transactions of Preferred Stock Effected by Black Horse Capital (QP) LP Date of Amount of Price per share Where and how transaction securities or unit the transaction Bought/(Sold) (excluding was effected commissions) -------------------------------------------------------------------- 08/10/2006 194 $41.00 * 08/15/2006 194 41.00 * 08/16/2006 194 41.00 * 08/22/2006 1,204 41.00 * 10/02/2006 446 61.00 * Transactions of Common Stock Effected by Black Horse Capital Offshore Ltd. Date of Amount of Price per share Where and how transaction securities or unit the transaction Bought/(Sold) (excluding was effected commissions) -------------------------------------------------------------------- 08/22/2006 1,649 $1.580 * 08/23/2006 1,635 1.593 * 08/25/2006 389 1.600 * 10/02/2006 467 1.410 * Transactions of Preferred Stock Effected by Black Horse Capital Offshore Ltd. Date of Amount of Price per share Where and how transaction securities or unit the transaction Bought/(Sold) (excluding was effected commissions) -------------------------------------------------------------------- 08/10/2006 155 $41.00 * 08/15/2006 155 41.00 * 08/16/2006 155 41.00 * 08/22/2006 965 41.00 * 10/02/2006 358 61.00 * * All purchases/sales were effected through open market or privately negotiated transactions. APPENDIX II JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13D with respect to the common stock of Metromedia International Group, Inc. dated as of October 20, 2006 is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. Dated: October 20, 2006 ESOPUS CREEK VALUE LP By: Esopus Creek Advisors LLC, as General Partner By: /s/ Andrew L. Sole -------------------------------- Andrew L. Sole, Managing Member ESOPUS CREEK ADVISORS LLC By: /s/ Andrew L. Sole -------------------------------- Andrew L. Sole, Managing Member /s/ Andrew L. Sole -------------------------------- Andrew L. Sole /s/ Joseph S. Criscione -------------------------------- Joseph S. Criscione MELLON HBV ALTERNATIVE STRATEGIES LLC By: /s/ Michael Hawthorne ------------------------------------- Michael Hawthorne, Managing Director MELLON HBV COMPANY, LTD. By: /s/ Michael Hawthorne ------------------------------------- Michael Hawthorne, Managing Director D.E. SHAW LAMINAR PORTFOLIOS, L.L.C. BY: D.E. SHAW & CO., L.L.C., as managing member By:/s/ Julius Gaudio ---------------------------------- Name: Julius Gaudio Title: Managing Director D.E. SHAW & CO., L.P. By: /s/ Julius Gaudio ---------------------------------- Name: Julius Gaudio Title: Managing Director D.E. SHAW & CO., L.L.C. By: /s/ Julius Gaudio ---------------------------------- Name: Julius Gaudio Title: Managing Director DAVID E. SHAW By: /s/ Julius Gaudio ---------------------------------- Name: Julius Gaudio Title: Attorney-in-Fact for David E. Shaw BLACK HORSE CAPITAL LP By: Black Horse Capital Management LLC, As General Partner By: /s/ Dale Chappell ---------------------------------- Dale Chappell, Managing Member BLACK HORSE CAPITAL (QP) LP By: Black Horse Capital Management LLC, As General Partner By: /s/ Dale Chappell ---------------------------------- Dale Chappell, Managing Member BLACK HORSE CAPITAL OFFSHORE LTD. By: /s/ Dale Chappell ---------------------------------- Dale Chappell, Director BLACK HORSE CAPITAL MANAGEMENT LLC By: /s/ Dale Chappell ---------------------------------- Dale Chappell, Managing Member BLACK HORSE CAPITAL ADVISORS LLC By: /s/ Dale Chappell ---------------------------------- Dale Chappell, Managing Member /s/ Dale Chappell ----------------- Dale Chappell /s/ Brian Sheehy ----------------- Brian Sheehy APPENDIX III Mellon HBV Alternative Strategies LLC The following table sets forth the name, title, principal occupation and citizenship of each of the executive officers of Mellon HBV Alternative Strategies LLC. In each case, the principal occupation is represented by the person's title. Executive Officers Name Title Citizenship - ----------------------------------------------------------------------------- William F. Harley III President, Chief Executive United States Officer and Chief Investment Officer Patrick Brennan Chief Administrative Officer United States William Yip Chief Financial Officer, United States Treasurer and Secretary Douglas Squasoni Assistant Secretary United States Janice Hayles Chief Compliance Officer United States Directors The following table sets forth the name, mailing address (business or residence), present principal occupation or employment and citizenship of each of the directors of HBV Alternative Strategies LLC. Name Principal Occupation Address Citizenship - ----------------------------------------------------------------------------- Philip Maisano Chairman of the Mellon HBV c/o Mellon HBV United States Alternative Strategies LLC Alternative Board of Directors and head Strategies LLC of Alternative Investments 200 Park Avenue, for Mellon Asset Management 54th floor New York, New York 10166 William F. President, Chief Executive c/o Mellon HBV United States Harley III Officer and Chief Investment Alternative Officer of Mellon HBV Alter- Strategies LLC native Strategies LLC and 200 Park Avenue, HBV Company, Ltd. 54th floor New York, New York 10166 Name Principal Occupation Address Citizenship - ----------------------------------------------------------------------------- Patrick Brennan Chief Administrative Officer c/o Mellon HBV United States of Mellon HBV Alternative Alternative Strategies LLC and Strategies LLC HBV Company, Ltd. 200 Park Avenue, 54th floor New York, New York 10166 Scott Chief Operating Officer c/o Mellon HBV United States Wennerholm of Mellon Asset Management Alternative Strategies LLC 200 Park Avenue, 54th floor New York, New York 10166 John Nagorniak Retired. c/o Mellon HBV United States Alternative Strategies LLC 200 Park Avenue, 54th floor New York, New York 10166 Mellon HBV Company, Ltd. The following table sets forth the name, title, principal occupation and citizenship of each of the executive officers of Mellon HBV Company, Ltd. In each case, the principal occupation is represented by the person's title. Executive Officers Name Title Citizenship - ----------------------------------------------------------------------------- William F. Harley III President, Chief Executive United States Officer and Chief Investment Officer Patrick Brennan Chief Administrative Officer United States William Yip Chief Financial Officer, United States Treasurer and Secretary Douglas Squasoni Assistant Secretary United States Directors The following table sets forth the name, mailing address (business or residence), present principal occupation or employment and citizenship of each of the directors of Mellon HBV Company, Ltd. Name Principal Occupation Address Citizenship - ----------------------------------------------------------------------------- Philip Maisano Chairman of the Mellon HBV c/o Mellon HBV United States Alternative Strategies LLC Alternative Board of Directors and head Strategies LLC of Alternative Investments 200 Park Avenue, for Mellon Asset Management 54th floor New York, New York 10166 William F. President, Chief Executive c/o Mellon HBV United States Harley III Officer and Chief Investment Alternative Officer of Mellon HBV Alter- Strategies LLC native Strategies LLC and 200 Park Avenue, HBV Company, Ltd. 54th floor New York, New York 10166 Patrick Brennan Chief Administrative Officer c/o Mellon HBV United States of Mellon HBV Alternative Alternative Strategies LLC and Strategies LLC HBV Company, Ltd. 200 Park Avenue, 54th floor New York, New York 10166 Scott Chief Operating Officer c/o Mellon HBV United States Wennerholm of Mellon Asset Management Alternative Strategies LLC 200 Park Avenue, 54th floor New York, New York 10166 John Nagorniak Retired. c/o Mellon HBV United States Alternative Strategies LLC 200 Park Avenue, 54th floor New York, New York 10166 DIRECTORS AND EXECUTIVE OFFICERS OF BLACK HORSE CAPITAL OFFSHORE LTD. 1. Jim Matheson (Director) Flagship Ventures One Memorial Drive, 7th Floor Cambridge, Massachusetts 02142 Jim Matheson is a General Partner with Flagship Ventures in Cambridge, Massachusetts. Flagship Ventures is a leading early-stage venture capital firm with over $800M in capital under management. 2. Dale Chappell (Director - See Item 2) 3. Brian Sheehy (Director - See Item 2) The BH Offshore Fund has no executive officers. APPENDIX IV POWER OF ATTORNEY FOR CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 I, David E. Shaw, hereby make, constitute and appoint each of: Anne Dinning, Julius Gaudio, Lou Salkind, Stuart Steckler, and Eric Wepsic, acting individually, as my agent and attorney-in-fact, with full power of substitution, for the purpose of, from time to time, executing in my name and/or my capacity as President of D. E. Shaw & Co., Inc. (acting for itself or as the general partner of D. E. Shaw & Co., L. P. and general partner or managing member of other entities, any which in turn may be acting for itself or other entities) all documents, certificates, instruments, statement, other filings, and amendments to the forgoing (collectively, "documents") determined by such person to be necessary or appropriate to comply with ownership or control-person reporting requirements imposed by any United States or non-United States governmental or regulatory authority, including without limitation Forms 3, 4, 5, 13D, 13F, and 13G required to be filed with the Securities and Exchange Commission; and delivering, furnishing or filing any such documents with the appropriate governmental or regulatory authority. Any such determination shall be conclusively evidenced by such person's execution, delivery, furnishing, and/or filing of the applicable document. This power of attorney shall be valid from the date hereof and replaces the power granted on February 5, 2001, which is hereby cancelled. IN WITNESS HEREOF, I have executed this instrument as of the date set forth below. Date: February 24, 2004 DAVID E. SHAW, as President of D. E. Shaw & Co., Inc. /s/David E. Shaw New York, New York POWER OF ATTORNEY FOR CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 I, David E. Shaw, hereby make, constitute and appoint each of: Anne Dinning, Julius Gaudio, Lou Salkind, Stuart Steckler, and Eric Wepsic, acting individually, as my agent and attorney-in-fact, with full power of substitution, for the purpose of, from time to time, executing in my name and/or my capacity as President of D. E. Shaw & Co. II, Inc. (acting for itself and as the managing member of D. E. Shaw & Co., L.L.C., which in turn may be acting for itself or as the managing member of other companies) all documents, certificates, instruments, statement, other filings and amendments to the forgoing (collectively, "documents") determined by such person to be necessary or appropriate to comply with ownership or control-person reporting requirements imposed by any United States or non-United States governmental or regulatory authority, including without limitation Forms 3, 4, 5, 13D, 13F and 13G required to be filed with the Securities and Exchange Commission; and delivering, furnishing or filing any such documents with the appropriate governmental or regulatory authority. Any such determination shall be conclusively evidenced by such person's execution and delivery, furnishing or filing of the applicable document. This power of attorney shall be valid from the date hereof and replaces the power granted on February 5, 2001, which is hereby cancelled. IN WITNESS HEREOF, I have executed this instrument as of the date set forth below. Date: February 24, 2004 DAVID E. SHAW, as President of D. E. Shaw & Co. II, Inc. /s/David E. Shaw New York, New York -----END PRIVACY-ENHANCED MESSAGE-----