-----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, HR3iKooBisdnRAhJkGac8Bdj6uNL/hxFJpe3953LGHvfG2seSUeEzJm1sFGxE3rw WxdXxn42thdoa79As2zcRg== 0001182489-06-000818.txt : 20060821 0001182489-06-000818.hdr.sgml : 20060821 20060821210619 ACCESSION NUMBER: 0001182489-06-000818 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060202 FILED AS OF DATE: 20060821 DATE AS OF CHANGE: 20060821 ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SCHRIER DEREK C CENTRAL INDEX KEY: 0001250078 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05706 FILM NUMBER: 061047511 BUSINESS ADDRESS: STREET 1: FARALLON CAPITAL MANAGEMENT STREET 2: ONE MARITIME PLAZA STE 1325 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 4154212132 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Moment Jason E CENTRAL INDEX KEY: 0001348541 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05706 FILM NUMBER: 061047513 BUSINESS ADDRESS: BUSINESS PHONE: (415) 421-2132 MAIL ADDRESS: STREET 1: ONE MARITIME PLAZA STREET 2: SUITE 1325 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MILLHAM STEPHEN L CENTRAL INDEX KEY: 0001245633 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05706 FILM NUMBER: 061047514 MAIL ADDRESS: STREET 1: C/O FARALLON CAPITAL MANAGEMENT STREET 2: ONE MARTIME PLAZA STE 1325 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Noonday Capital Partners, L.L.C. CENTRAL INDEX KEY: 0001318813 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05706 FILM NUMBER: 061047515 BUSINESS ADDRESS: STREET 1: C/O FARALLON CAPITAL MANAGEMENT, L.L.C. STREET 2: ONE MARITIME PLAZA, SUITE 1325 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: (415)421-2132 MAIL ADDRESS: STREET 1: C/O FARALLON CAPITAL MANAGEMENT, L.L.C. STREET 2: ONE MARITIME PLAZA, SUITE 1325 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TINICUM PARTNERS LP FARALLON CENTRAL INDEX KEY: 0001245631 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05706 FILM NUMBER: 061047517 MAIL ADDRESS: STREET 1: C/O FARALLON CAPITAL MANAGEMENT STREET 2: ONE MARTIME PLAZA STE 1325 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FARALLON CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0000909661 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05706 FILM NUMBER: 061047518 BUSINESS ADDRESS: STREET 1: ONE MARITIME PLAZA STE 11325 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 4154212132 MAIL ADDRESS: STREET 1: ONE MARITIME PLAZA CITY: SAN FRANCISCO STATE: CA ZIP: 94111 FORMER NAME: FORMER CONFORMED NAME: FARALLON CAPITAL MANAGEMENT INC ET AL DATE OF NAME CHANGE: 19970210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: STEYER THOMAS F CENTRAL INDEX KEY: 0000872574 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05706 FILM NUMBER: 061047510 BUSINESS ADDRESS: STREET 1: ONE MARITIME PLAZA SUITE 1250 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PATEL RAJIV A CENTRAL INDEX KEY: 0001275110 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05706 FILM NUMBER: 061047512 BUSINESS ADDRESS: STREET 1: C/O FARALLON CAPITAL MANAGEMENT STREET 2: ONE MARITIME PLAZA STE 1325 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 4154212132 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WEHRLY MARK C CENTRAL INDEX KEY: 0001245635 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05706 FILM NUMBER: 061047509 MAIL ADDRESS: STREET 1: C/O FARALLON CAPITAL MANAGEMENT STREET 2: ONE MARTIME PLAZA STE 1325 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Farallon Capital Offshore Investors II, L.P. CENTRAL INDEX KEY: 0001340990 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05706 FILM NUMBER: 061047516 BUSINESS ADDRESS: STREET 1: HARBOUR CENTRE STREET 2: P.O. BOX 896 CITY: GEORGE TOWN, GRAND CAYMAN STATE: E9 ZIP: 00000 BUSINESS PHONE: (415) 421-2132 MAIL ADDRESS: STREET 1: C/O FARALLON CAPITAL MANAGEMENT, L.L.C. STREET 2: ONE MARITIME PLAZA, SUITE 1325 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 3 1 edgar.xml FORM 3 - X0202 3 2006-02-02 0 0000039547 METROMEDIA INTERNATIONAL GROUP INC MTRM 0000909661 FARALLON CAPITAL MANAGEMENT LLC ONE MARITIME PLAZA, SUITE 1325 SAN FRANCISCO CA 94111 0 0 1 1 Member of Group Owning 10% 0001245631 TINICUM PARTNERS LP FARALLON C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 1325 SAN FRANCISCO CA 94111 0 0 1 1 Member of Group Owning 10% 0001340990 Farallon Capital Offshore Investors II, L.P. C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 1325 SAN FRANCISCO CA 94111 0 0 1 1 Member of Group Owning 10% 0001318813 Noonday Capital Partners, L.L.C. C/O NOONDAY ASSET MANAGEMENT, L.P. 227 WEST TRADE STREET CHARLOTTE NC 28202 0 0 1 1 Member of Group Owning 10% 0001245633 MILLHAM STEPHEN L C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 1325 SAN FRANCISCO CA 94111 0 0 1 1 Member of Group Owning 10% 0001348541 Moment Jason E C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 1325 SAN FRANCISCO CA 94111 0 0 1 1 Member of Group Owning 10% 0001275110 PATEL RAJIV A C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 1325 SAN FRANCISCO CA 94111 0 0 1 1 Member of Group Owning 10% 0001250078 SCHRIER DEREK C C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 1325 SAN FRANCISCO CA 94111 0 0 1 1 Member of Group Owning 10% 0000872574 STEYER THOMAS F C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 1325 SAN FRANCISCO CA 94111 0 0 1 1 Member of Group Owning 10% 0001245635 WEHRLY MARK C C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 1325 SAN FRANCISCO CA 94111 0 0 1 1 Member of Group Owning 10% Common Stock, par value $0.01 per share 240000 D Common Stock, par value $0.01 per share 138700 D Common Stock, par value $0.01 per share 9700 D Common Stock, par value $0.01 per share 18800 D Common Stock, par value $0.01 per share 1900 D Common Stock, par value $0.01 per share 173800 D Common Stock, par value $0.01 per share 13800 D Common Stock, par value $0.01 per share 1000000 I See Footnotes Common Stock, par value $0.01 per share 596700 I See Footnotes Common Stock, par value $0.01 per share 403300 I See Footnotes Common Stock, par value $0.01 per share 1000000 I See Footnotes 7.25% Cumulative Convertible Preferred Stock 1997-09-16 Common Stock D 7.25% Cumulative Convertible Preferred Stock 1997-09-16 Common Stock D 7.25% Cumulative Convertible Preferred Stock 1997-09-16 Common Stock D 7.25% Cumulative Convertible Preferred Stock 1997-09-16 Common Stock D 7.25% Cumulative Convertible Preferred Stock 1997-09-16 Common Stock D 7.25% Cumulative Convertible Preferred Stock 1997-09-16 Common Stock D 7.25% Cumulative Convertible Preferred Stock 1997-09-16 Common Stock D 7.25% Cumulative Convertible Preferred Stock 1997-09-16 Common Stock I See Footnotes 7.25% Cumulative Convertible Preferred Stock 1997-09-16 Common Stock I See Footnotes 7.25% Cumulative Convertible Preferred Stock 1997-09-16 Common Stock I See Footnotes 7.25% Cumulative Convertible Preferred Stock 1997-09-16 Common Stock I See Footnotes The entities and individuals identified in the footnotes of this Form 3 may be deemed members of a group holding equity securities of the Issuer. The filing of this Form 3 and any statements included herein shall not be deemed to be an admission that such entities and individuals are members of such group. Since the number of reporting persons that may be listed on a Form 3 is limited, the entities and individuals listed in the footnotes of this Form 3 that are not reporting persons on this Form 3 are filing three additional Form 3s on the same date as the filing of this Form 3 as reporting persons with respect to the securities described in this Form 3 (the "Parallel Form 3s"). Although certain of the entities and individuals identified in the footnotes of this Form 3 are not reporting persons, information regarding them is included on this Form 3 for purposes of clarification and convenience only. Such information is duplicative of the information reported by them in the Parallel Form 3s. The amount of securities shown in this row is owned directly by Farallon Capital Partners, L.P. ("FCP"). The amount of securities shown in this row is owned directly by Farallon Capital Institutional Partners, L.P. ("FCIP"). The amount of securities shown in this row is owned directly by Farallon Capital Institutional Partners II, L.P. ("FCIP II"). The amount of securities shown in this row is owned directly by Farallon Capital Institutional Partners III, L.P. ("FCIP III"). The amount of securities shown in this row is owned directly by Tinicum Partners, L.P. ("Tinicum"). The amount of securities shown in this row is owned directly by Farallon Capital Offshore Investors II, L.P. ("FCOI II", and together with FCP, FCIP, FCIP II, FCIP III and Tinicum, the "Farallon Funds"). The amount of securities shown in this row is owned directly by Noonday Capital Partners, L.L.C. ("NCP", and together with the Farallon Funds, the "Funds"). The amount of securities shown in this row is owned directly by the Funds and the Managed Accounts (as defined below). Effective as of January 1, 2005, each of Noonday G.P. (U.S.), L.L.C. (the "First Noonday US Sub-adviser"), Noonday Asset Management, L.P. (the "Second Noonday US Sub-adviser") and Noonday Asset Management LLP (the "Noonday UK Sub-adviser", and together with the First Noonday US Sub-adviser and the Second Noonday US Sub-adviser, the "Noonday Sub-adviser Entities") entered into an investment subadvisory agreement with FPLLC and FCMLLC (each as defined below), under which the Noonday Sub-adviser Entities are granted investment authority over certain securities and instruments owned by the Funds and the Managed Accounts, including the securities reported herein. Each of the Noonday Sub-adviser Entities, as a sub-investment adviser to the Funds and the Managed Accounts, may be deemed to be the beneficial owner of the Issuer's securities held by the Funds and the Managed Accounts. As the general partner to the Second Noonday US Sub-adviser, Noonday Capital, L.L.C. (the "Noonday US General Partner"), and as senior managing member of the Noonday UK Sub-adviser, Noonday Capital Limited (the "Noonday UK Senior Managing Member"), may each be deemed to be the beneficial owner of the Issuer's securities held by the Funds and the Managed Accounts. Each of David I. Cohen ("Cohen") and Saurabh K. Mittal ("Mittal", and together with Cohen, the "Noonday US Managing Members"), as managing members of both the First Noonday US Sub-adviser and the Noonday US General Partner, and each of Andrew J.M. Spokes ("Spokes"), Nicolas Giauque ("Giauque"), Lars E. Bane ("Bane") and Davide Leone ("Leone", and together with Spokes, Giauque and Bane, the "Noonday UK Managing Members"), as managing members of the Noonday UK Sub-adviser and, with respect to Spokes, as Chairman of the Noonday UK Senior Managing Member, may be deemed to be the beneficial owner of the Issuer's securities held by each of the Funds as referenced in footnotes (3) through (9) of this Form 3 and by the Managed Accounts as referenced in footnote (16) of this Form 3. The Noonday Sub-adviser Entities, the Noonday US General Partner, the Noonday UK Senior Managing Member, the Noonday US Managing Members and the Noonday UK Managing Members hereby disclaim any beneficial ownership of any of the Issuer's securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Act"), or otherwise, except as to securities representing the Noonday US General Partner's pro rata interest in, and interest in the profits of, the Second Noonday US Sub-adviser. The amount of securities shown in this row is owned directly by the Funds. Farallon Partners, L.L.C. ("FPLLC"), as the general partner of each of the Farallon Funds and the managing member of NCP, may be deemed to be the beneficial owner of the Issuer's securities held by each of the Funds. FPLLC disclaims any beneficial ownership of any of the Issuer's securities reported or noted herein for purposes of Rule 16a-1(a) under the Act or otherwise, except as to securities representing its pro rata interest in, and interest in the profits of, the Farallon Funds. The amount of securities shown in this row is owned directly by certain discretionary accounts (the "Managed Accounts") managed by Farallon Capital Management, L.L.C. ("FCMLLC"). FCMLLC, as the registered investment adviser to such discretionary accounts, may be deemed to be the beneficial owner of the Issuer's securities held by such discretionary accounts. FCMLLC disclaims any beneficial ownership of any of the Issuer's securities reported herein for purposes of Rule 16a-1(a) under the Act or otherwise. The aggregate amount of securities shown in this row is owned directly by the Funds and the Managed Accounts. Each of Chun R. Ding, William F. Duhamel, Richard B. Fried, Monica R. Landry, William F. Mellin, Stephen L. Millham, Jason E. Moment, Rajiv A. Patel, Derek C. Schrier and Mark C. Wehrly (collectively, the " Farallon Managing Members") and Thomas F. Steyer (the "Farallon Senior Managing Member"), as either a managing member or a senior managing member of FPLLC and FCMLLC, may be deemed to be a beneficial owner of the Issuer's securities held by each of the Funds as referenced in footnotes (3) through (9) of this Form 3 and by the Managed Accounts as referenced in footnote (16) of this Form 3. The Farallon Managing Members and the Farallon Senior Managing Member disclaim any beneficial ownership of any of the Issuer's securities reported or excluded herein for purposes of Rule 16a-1(a) under the Act or otherwise. The 7.25% Cumulative Convertible Preferred Stock is convertible at any time without expiration unless earlier redeemed at the Issuer's discretion. The number of shares of 7.25% Cumulative Convertible Preferred Stock beneficially owned by such reporting persons is convertible at any time into the number of shares of common stock as is equal to the aggregate liquidation preference ($50.00 per share), plus any accrued dividends and accumulated dividends to the date the Preferred Stock is surrendered for conversion, divided by an initial conversion price of $15.00, subject to adjustment. The reporting persons in aggregate beneficially own less than 5% of the Common Stock. Immediately following 2/2/2006, the Funds listed in footnotes (3) through (9) of this Form 3 beneficially owned 101,200, 76,600, 5,400, 18,700, 2,500, 73,429 and 10,900 shares of Preferred Stock, respectively. Immediately following 2/2/2006, the Managed Accounts beneficially owned an aggregate of 200,231 shares of Preferred Stock. /s/ Mark C. Wehrly as attorney-in-fact and/or authorized signer for each of the persons listed in footnotes (7) through (9) and footnote (16). 2006-08-21 /s/ Mark C. Wehrly on his own behalf and as attorney-in-fact and/or authorized signer for each of Stephen L. Millham, Jason E. Moment, Rajiv A. Patel, Derek C. Schrier and Thomas F. Steyer. 2006-08-21 . 2006-08-21 . 2006-08-21 . 2006-08-21 . 2006-08-21 . 2006-08-21 . 2006-08-21 . 2006-08-21 . 2006-08-21 -----END PRIVACY-ENHANCED MESSAGE-----