-----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, S6C+cz7k+HPB8hS1C53Ml+wybTdH60aLG5VzwCPdEcu+jRMML4vtMHd4hnixPNFT VXl0VbmCB/dPzV1ZqpVQMQ== 0001133796-07-000273.txt : 20070808 0001133796-07-000273.hdr.sgml : 20070808 20070808171229 ACCESSION NUMBER: 0001133796-07-000273 CONFORMED SUBMISSION TYPE: SC TO-C PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070808 DATE AS OF CHANGE: 20070808 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 TO-C SEC ACT: 1934 Act SEC FILE NUMBER: 005-32255 FILM NUMBER: 071036721 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: Fursa Alternative Strategies LLC CENTRAL INDEX KEY: 0001218315 IRS NUMBER: 134050836 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-C BUSINESS ADDRESS: STREET 1: 444 MERRICK ROAD STREET 2: 1ST FLOOR CITY: LYNBROOK STATE: NY ZIP: 11563 BUSINESS PHONE: (646) 205-6200 MAIL ADDRESS: STREET 1: 444 MERRICK ROAD STREET 2: 1ST FLOOR CITY: LYNBROOK STATE: NY ZIP: 11563 FORMER COMPANY: FORMER CONFORMED NAME: MELLON HBV ALTERNATIVE STRATEGIES LLC DATE OF NAME CHANGE: 20030211 SC TO-C 1 fa71434.txt SC TO-C ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 METROMEDIA INTERNATIONAL GROUP, INC. (Name of Subject Company (issuer)) FURSA ALTERNATIVE STRATEGIES LLC (Name of Filing Person (offeror)) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 591695101 (CUSIP Number of Class of Securities) MICKEY F. HARLEY FURSA ALTERNATIVE STRATEGIES LLC 444 MERRICK ROAD, SUITE 104 LYNBROOK, NY 11563 (646) 205-6200 (Name, address and telephone number of person authorized to receive notices and communications on behalf of the person filing statement) COPY TO: MARK E. PALMER, ESQ. BRACEWELL & Giuliani LLP 1177 Avenue of the Americas, 19th Floor New York, NY 10036 (212) 508-6116 ================================================================================ CALCULATION OF FILING FEE TRANSACTION VALUATION AMOUNT OF FILING FEE Not Applicable* Not Applicable* * Pursuant to General Instruction D to Schedule TO, no filing fee is required because this filing contains only preliminary communications made before the commencement of a tender offer. [ ] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: N.A. Form or Registration No.: N.A. Filing Party: N.A. Form: N.A. Date Filed: N.A. [X] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [X] third-party tender offer subject to Rule 14d-1. [ ] issuer tender offer subject to Rule 13e-4. [ ] going-private transaction subject to Rule 13e-3. [X] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: [ ] -2- ITEM 12. EXHIBITS. EXHIBIT DESCRIPTION - -------------- ---------------------------------------------------------------- (a)(5)(a) Press Release, dated August 8, 2007 -3- EXHIBIT INDEX Each Exhibit is attached and incorporated by reference. EXHIBIT DESCRIPTION - -------------- ---------------------------------------------------------------- (a)(5)(a) Press Release, dated August 8, 2007 -4- EX-99 2 fa71434ex99a5a.txt EXHIBIT 99(A)(5)(A) EXHIBIT 99(a)(5)(a) FURSA TO ENTER INTO DISCUSSIONS WITH METROMEDIA REGARDING $2.05 PER SHARE ACQUISITION PROPOSAL Advises Metromedia Shareholders Not to Tender to CaucusCom Offer Until They Have Had an Opportunity to Review Fursa's Superior Proposal LYNBROOK, NY, August 8, 2007 - Fursa Alternative Strategies LLC today confirmed that Metromedia International Group, Inc. (Pink Sheets: MTRM) has agreed that, subject to execution of an acceptable confidentiality agreement, it will provide information to and enter into discussions with Fursa and its representatives regarding Fursa's proposal to acquire Metromedia for $2.05 per common share. Fursa believes that its proposal is superior from a financial point of view to Metromedia's stockholders and is reasonably likely to lead to a Superior Proposal (as defined in the Merger Agreement by and among Metromedia, CaucusCom Mergerco Corp. and CauscusCom Ventures L.P.). Fursa's proposal would provide Metromedia common shareholders with value substantially in excess of that under the Merger Agreement, and represents a premium to Metromedia's stockholders of 14% over that offered under the Merger Agreement. Fursa therefore advises Metromedia shareholders not to prematurely tender their shares to the $1.80 per share cash offer from CaucusCom Ventures L.P. and CaucusCom Mergerco Corp until Fursa and Metromedia complete their discussions regarding the proposal, and until shareholders have had the opportunity to review all information regarding Fursa's superior $2.05 per share cash proposal. On August 1, 2007, Fursa sent a letter to Metromedia proposing to acquire all issued and outstanding shares of Metromedia common stock, other than the 7,907,610 shares already owned by Fursa, at a purchase price of $2.05 per share in cash, on the same terms and conditions as that set forth in the existing Merger Agreement by and among Metromedia, CaucusCom Mergerco Corp. and CauscusCom Ventures L.P., including, without limitation, the same structure (tender offer with a backend merger), representations, warranties, covenants and conditions. The tender offer described herein has not yet commenced, and this press release is neither an offer to purchase nor a solicitation of an offer to sell shares of Metromedia. At the time the tender offer is commenced, Fursa will file a tender offer statement with the U.S. Securities and Exchange Commission. Metromedia's shareholders are strongly advised to read the relevant tender offer documents (including an Offer to Purchase, a Letter of Transmittal, the Solicitation/Recommendation Statement of Metromedia's and other documents) that will be filed with the SEC, because they will contain important information that Metromedia's shareholders should consider before tendering their shares. These documents will be available free of charge on the SEC's web site, www.sec.gov. ABOUT FURSA ALTERNATIVE STRATEGIES Founded in 1999, Fursa Alternative Strategies is a hedge fund management firm based in Lynbrook, New York. CONTACTS Joele Frank / Jeremy Jacobs Joele Frank, Wilkinson Brimmer Katcher 212-355-4449 -----END PRIVACY-ENHANCED MESSAGE-----