-----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, N4B4CGq7tbypXTiIu+7WhTfl3DZrlgQ2wZE+gawgLZ9ELVNZTO4Zhe6KgSe4xmva iRAuW3eaRUd1eKFgw2r1bg== 0001157523-07-005693.txt : 20070530 0001157523-07-005693.hdr.sgml : 20070530 20070530132636 ACCESSION NUMBER: 0001157523-07-005693 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070530 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070530 DATE AS OF CHANGE: 20070530 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05706 FILM NUMBER: 07886565 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 8-K 1 a5414734.txt METROMEDIA INTERNATIONAL GROUP, INC. 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 30, 2007 METROMEDIA INTERNATIONAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 1-5706 58-0971455 (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation) Identification No.) 8000 Tower Point Drive Charlotte, NC 28227 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (704) 321-7380 Not Applicable (Former name or address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the obligation of the registrant under any of the following provisions: [ ] Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 8.01 Other Events. On May 30, 2007, Metromedia International Group, Inc. (the "Company"), owner of interests in communications businesses in the country of Georgia, announced that: 1) Magticom, Limited, the leading provider of mobile communications services in the country of Georgia, in which the Company owns a 50.1% interest, issued a dividend in the amount of $40 million net of Georgian dividend withholding taxes. Of this amount, the Company received $20.04 million, with the balance distributed to holders of the minority interests in Magticom. 2) The Company also purchased the remaining 74.4% ownership interests in each of the Georgian communications companies Telecom Georgia and Telenet not owned by the Company, for a combined cash price of approximately $12.64 million. Of this combined cash purchase price, the Company paid its (a) minority partner George Jokhtaberidze $5.14 million for his interests in these ventures and (b) other minority partners, Strickland Investments Inc. and Great Bay Investments, Ltd., $7.5 million for their respective interests in connection with such minority partners' exercise of a put option at that price. Prior to this purchase, the Company owned a 25.6% interest in each of these Georgian companies. In consequence of these purchases, the Company is now the sole owner of all of the ownership interests in each of Telecom Georgia and Telenet. Telecom Georgia is a leading provider of international long distance and local operator interconnection services in Georgia. Telenet is a provider of internet access and related data communications services in Georgia and holds licenses to operate 450 MHz wireless telephony services and 3.5 GHz wireless services suitable for deployment of WiMax internet access and data communication services. Further information about Telecom Georgia and Telenet can be found in the Company's annual report on Form 10-K for the fiscal year ended December 31, 2004, as filed with the United States Securities and Exchange Commission. Following issuance of the aforementioned dividend and consummation of the aforementioned purchases, the Company's unrestricted corporate cash balance was approximately $11.8 million and Magticom's unrestricted cash balance, in various currencies, was approximately $5.3 million (at current exchange rates). The press release announcing this matter is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Item 9.01 Financial Statements and Exhibits Exhibit 99.1 Press Release of Metromedia International Group, Inc. dated May 30, 2007 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. METROMEDIA INTERNATIONAL GROUP, INC. (Registrant) By: /s/ Harold F. Pyle, III -------------------------------- Name: Harold F. Pyle, III Title: Vice President Finance, Chief Financial Officer and Treasurer Date: May 30, 2007 Charlotte, NC EX-99.1 2 a5414734ex991.txt EXHIBIT 99.1 Exhibit 99.1 Metromedia International Group, Inc Announces Magticom Dividend and Acquisition of Minority Interests in Other Georgian Holdings CHARLOTTE, N.C.--(BUSINESS WIRE)--May 30, 2007--Metromedia International Group, Inc. (the "Company") (currently traded as: PINK SHEETS: MTRM - Common Stock, and PINK SHEETS: MTRMP - Preferred Stock), the owner of interest in communications businesses in the country of Georgia, today announced: 1) Magticom, Limited, the leading provider of mobile communications services in the country of Georgia, in which the Company owns a 50.1% interest, issued a dividend in the amount of $40 million net of Georgian dividend withholding taxes. Of this amount, the Company received $20.04 million, with the balance distributed to holders of the minority interests in Magticom. 2) The Company also purchased the remaining 74.4% ownership interests in each of the Georgian communications companies Telecom Georgia and Telenet not owned by the Company, for a combined cash price of approximately $12.64 million. Of this combined cash purchase price, the Company paid its (a) minority partner George Jokhtaberidze $5.14 million for his interests in these ventures and (b) other minority partners, Strickland Investments Inc. and Great Bay Investments, Ltd., $7.5 million for their respective interests in connection with such minority partners' exercise of a put option at that price. Prior to this purchase, the Company owned a 25.6% interest in each of these Georgian companies. In consequence of these purchases, the Company is now the sole owner of all of the ownership interests in each of Telecom Georgia and Telenet. Telecom Georgia is a leading provider of international long distance and local operator interconnection services in Georgia. Telenet is a provider of internet access and related data communications services in Georgia and holds licenses to operate 450 MHz wireless telephony services and 3.5 GHz wireless services suitable for deployment of WiMax internet access and data communication services. Further information about Telecom Georgia and Telenet can be found in the Company's annual report on Form 10-K for the fiscal year ended December 31, 2004, as filed with the United States Securities and Exchange Commission. Following issuance of the aforementioned dividend and consummation of the aforementioned purchases, the Company's unrestricted corporate cash balance was approximately $11.8 million and Magticom's unrestricted cash balance, in various currencies, was approximately $5.3 million (at current exchange rates). About Metromedia International Group Through its wholly owned subsidiaries, the Company owns interests in communications businesses in the country of Georgia. The Company's core businesses include Magticom, Ltd., the leading mobile telephony operator in Tbilisi, Georgia, Telecom Georgia, a well-positioned Georgian long distance telephony operator, and Telenet, a Georgian company providing internet access, data communications, voice telephony and international access services. This news release contains certain forward-looking statements made as of the date hereof based only on current information and expectations that are inherently subject to change and involve a number of risks and uncertainties, including in particular those regarding the timing of completing and filing with the SEC its outstanding Quarterly Reports on Form 10-Q for the fiscal periods ended March 31, June 30 and September 30, 2005 and 2006 and its outstanding Annual Reports on Form 10-K for the fiscal years ended December 31, 2005 and 2006. Various factors beyond the Company's control could cause or contribute to such risks and uncertainties. This also includes such factors as are described from time to time in the SEC reports filed by the Company, including the Current Annual Report on Form 10-K for the year ended December 31, 2004, and its most recently filed Form 8-K reports (dated January 6, 2005, February 9, 2005, February 17, 2005, March 9, 2005, March 23, 2005, April 19, 2005, April 20, 2005, June 7, 2005, June 17, 2005, July 12, 2005, July 18, 2005, July 25, 2005, July 28, 2005, August 3, 2005, August 10, 2005, September 8, 2005, September 19, 2005, January 31, 2006, March 8, 2006, March 15, 2006, March 17, 2006, May 11, 2006, May 18, 2006, June 26, 2006, July 14, 2006, August 8, 2006, August 15, 2006, August 22, 2006, September 27, 2006, October 2, 2006, October 10, 2006, October 24, 2006, October 25, 2006, October 30, 2006, November 16, 2006, November 17, 2006, November 20, 2006, November 30, 2006, December 5, 2006, December 13, 2006, December 15, 2006, December 18, 2006, March 1, 2007, April 26, 2007, May 1, 2007 and May 25, 2007). The Company is not under, and expressly disclaims any, obligation to update the information in this news release for any future events Please visit our website at www.metromedia-group.com. CONTACT: Metromedia International Group, Inc. Ernie Pyle Executive Vice President Finance, Chief Financial Officer and Treasurer 704-321-7383 investorrelations@mmgroup.com -----END PRIVACY-ENHANCED MESSAGE-----