-----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, U9pn/l+Hgy2Tz7sJyDhUfcrFY4MCd9r2ZHQmrAgQgUlEmCReOB1WWBEOb5DZEjGY 3yTYpWHQa5YCrDhSFeLCIg== 0001133796-07-000288.txt : 20070820 0001133796-07-000288.hdr.sgml : 20070820 20070820161406 ACCESSION NUMBER: 0001133796-07-000288 CONFORMED SUBMISSION TYPE: SC TO-C PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070820 DATE AS OF CHANGE: 20070820 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: 071068102 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 fa71467.txt FORM 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. Item 12 is amended and supplemented to include the following exhibits: EXHIBIT DESCRIPTION - --------- ------------------------------------ (a)(5)(e) Press Release, dated August 20, 2007 -3- EXHIBIT INDEX Each Exhibit is incorporated by reference. EXHIBIT DESCRIPTION - --------- --------------------------------------- (a)(5)(a) Press Release, dated August 8, 2007(1) (a)(5)(b) Press Release, dated August 10, 2007(2) (a)(5)(c) Press Release, dated August 14, 2007(3) (a)(5)(d) Press Release, dated August 15, 2007(4) (a)(5)(e) Press Release, dated August 20, 2007 - ---------- (1) Previously filed with the Tender Offer Statement on Schedule TO-C filed with the U.S. Securities and Exchange Commission on August 8, 2007. (2) Previously filed with the Tender Offer Statement on Schedule TO-C filed with the U.S. Securities and Exchange Commission on August 10, 2007. (3) Previously filed with the Tender Offer Statement on Schedule TO-C filed with the U.S. Securities and Exchange Commission on August 14, 2007. (4) Previously filed with the Tender Offer Statement on Schedule TO-C filed with the U.S. Securities and Exchange Commission on August 15, 2007. -4- EX-99 2 fa71467ex99a5e.txt EXHIBIT 99(A)(5)(E) Exhibit (a)(5)(e) IN OPEN LETTER, FURSA URGES METROMEDIA STOCKHOLDERS TO CONTINUE TO WITHHOLD THEIR SHARES FROM CAUCUSCOM OFFER LYNBROOK, N.Y., August 20, 2007 - Fursa Alternative Strategies ("Fursa") today issued the following open letter to Metromedia International Group, Inc. ("Metromedia") stockholders: August 20, 2007 Dear Metromedia Stockholder: As you know, CaucusCom Ventures L.P. and CaucusCom Mergerco Corp ("CaucusCom") announced last week that CaucusCom has not received enough shares to satisfy the Minimum Condition (as defined in the merger agreement), and therefore extended its tender offer for Metromedia until 12:00 midnight, New York City time, on Tuesday, August 21, 2007. We believe it is vital that Metromedia stockholders remain patient and continue to hold their shares and not tender into CaucusCom's offer so that they will have the opportunity to review all information regarding Fursa's superior $2.05 per share cash proposal. We would like to remind all Metromedia stockholders that, on August 22, 2007, CaucusCom will be required to extend its tender offer again if it does not satisfy the Minimum Condition. Our proposed tender offer represents a 14% premium over CaucusCom's $1.80 per share cash offer, while keeping all other terms and conditions, including, without limitation, the same structure (tender offer with a backend merger), representations, warranties, covenants and conditions. We are working hard to complete our due diligence process and make our proposal unconditional. In the interim, we urge all Metromedia stockholders NOT to tender their shares to the CaucusCom offer, and that those stockholders who have tendered withdraw their shares until Fursa can complete its due diligence. We remain highly confident in our ability to obtain the necessary financing for the transaction and look forward to finalizing our offer as soon as practicable. We greatly value your support. Sincerely, / s / William F. Harley William F. Harley, President Fursa Alternative Strategies 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 stockholders 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 stockholders 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. CONTACT: Joele Frank, Wilkinson Brimmer Katcher Joele Frank / Jeremy Jacobs, 212-355-4449 -----END PRIVACY-ENHANCED MESSAGE-----