-----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, BAWovc/h4crQ5rewttFgPrs8D8wXwbUfVkQCedSaX/lPK7MkxV4FsXgiCAx0YtcG J3jclcmvKOn/171rmcKQEg== 0001182489-06-000823.txt : 20060821 0001182489-06-000823.hdr.sgml : 20060821 20060821211454 ACCESSION NUMBER: 0001182489-06-000823 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060203 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: Spokes Andrew J M CENTRAL INDEX KEY: 0001372968 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05706 FILM NUMBER: 061047562 BUSINESS ADDRESS: BUSINESS PHONE: 011-44-207-747-8800 MAIL ADDRESS: STREET 1: C/O NOONDAY ASSET MANAGEMENT, LLP STREET 2: BURDETT HOUSE, 15-16, BUCKINGHAM STREET CITY: LONDON STATE: X0 ZIP: WC2N 6DU REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Giauque Nicolas CENTRAL INDEX KEY: 0001372970 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05706 FILM NUMBER: 061047564 BUSINESS ADDRESS: BUSINESS PHONE: 011-44-207-747-8800 MAIL ADDRESS: STREET 1: C/O NOONDAY ASSET MANAGEMENT, LLP STREET 2: BURDETT HOUSE, 15-16, BUCKINGHAM STREET CITY: LONDON STATE: X0 ZIP: WC2N 6DU REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Bane Lars E CENTRAL INDEX KEY: 0001372969 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05706 FILM NUMBER: 061047565 BUSINESS ADDRESS: BUSINESS PHONE: 011-44-207-747-8800 MAIL ADDRESS: STREET 1: C/O NOONDAY ASSET MANAGEMENT, LLP STREET 2: BURDETT HOUSE, 15-16, BUCKINGHAM STREET CITY: LONDON STATE: X0 ZIP: WC2N 6DU REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Noonday Asset Management LLP CENTRAL INDEX KEY: 0001352914 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05706 FILM NUMBER: 061047567 BUSINESS ADDRESS: STREET 1: BURDETT HOUSE STREET 2: 15-16 BUCKINGHAM STREET CITY: LONDON STATE: X0 ZIP: WC2N6DU 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: Leone Davide CENTRAL INDEX KEY: 0001373249 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05706 FILM NUMBER: 061047563 BUSINESS ADDRESS: BUSINESS PHONE: 011-44-207-747-8800 MAIL ADDRESS: STREET 1: C/O NOONDAY ASSET MANAGEMENT, LLP STREET 2: BURDETT HOUSE, 15-16, BUCKINGHAM STREET CITY: LONDON STATE: X0 ZIP: WC2N 6DU REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Noonday Capital LTD CENTRAL INDEX KEY: 0001372964 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05706 FILM NUMBER: 061047566 BUSINESS ADDRESS: STREET 1: BURDETT HOUSE, 15-16 STREET 2: BUCKINGHAM STREET CITY: LONDON STATE: X0 ZIP: WC2N 6DU BUSINESS PHONE: 011-44-207-747-8800 MAIL ADDRESS: STREET 1: BURDETT HOUSE, 15-16 STREET 2: BUCKINGHAM STREET CITY: LONDON STATE: X0 ZIP: WC2N 6DU REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Noonday G.P. (U.S.), L.L.C. CENTRAL INDEX KEY: 0001313251 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05706 FILM NUMBER: 061047568 BUSINESS ADDRESS: STREET 1: C/O NOONDAY ASSET MANAGEMENT, L.P. STREET 2: 227 WEST TRADE STREET, SUITE 2140 CITY: CHARLOTTE STATE: NC ZIP: 28202 BUSINESS PHONE: (704)333-9192 MAIL ADDRESS: STREET 1: C/O NOONDAY ASSET MANAGEMENT, L.P. STREET 2: 227 WEST TRADE STREET, SUITE 2140 CITY: CHARLOTTE STATE: NC ZIP: 28202 4 1 edgar.xml FORM 4 - X0202 4 2006-02-03 0 0000039547 METROMEDIA INTERNATIONAL GROUP INC MTRM 0001313251 Noonday G.P. (U.S.), L.L.C. C/O NOONDAY ASSET MANAGEMENT, L.P. 227 WEST TRADE STREET SUITE 2140 CHARLOTTE NC 28202 0 0 1 1 Member of Group Owning 10% 0001352914 Noonday Asset Management LLP BURDETT HOUSE, 15-16 BUCKINGHAM STREET LONDON X0 WC2N 6DU UNITED KINGDOM 0 0 1 1 Member of Group Owning 10% 0001372964 Noonday Capital LTD C/O NOONDAY ASSET MANAGEMENT LLP BURDETT HOUSE, 15-16, BUCKINGHAM STREET LONDON X0 WC2N 6DU UNITED KINGDOM 0 0 1 1 Member of Group Owning 10% 0001372969 Bane Lars E C/O NOONDAY ASSET MANAGEMENT LLP BURDETT HOUSE, 15-16, BUCKINGHAM STREET LONDON X0 WC2N 6DU UNITED KINGDOM 0 0 1 1 Member of Group Owning 10% 0001372970 Giauque Nicolas C/O NOONDAY ASSET MANAGEMENT LLP BURDETT HOUSE, 15-16, BUCKINGHAM STREET LONDON X0 WC2N 6DU UNITED KINGDOM 0 0 1 1 Member of Group Owning 10% 0001373249 Leone Davide C/O NOONDAY ASSET MANAGEMENT LLP BURDETT HOUSE, 15-16, BUCKINGHAM STREET LONDON X0 WC2N 6DU UNITED KINGDOM 0 0 1 1 Member of Group Owning 10% 0001372968 Spokes Andrew J M C/O NOONDAY ASSET MANAGEMENT LLP BURDETT HOUSE, 15-16, BUCKINGHAM STREET LONDON X0 WC2N 6DU UNITED KINGDOM 0 0 1 1 Member of Group Owning 10% Common Stock, par value $0.01 per share 2006-02-03 4 P 0 43100 1.35 A 283100 D Common Stock, par value $0.01 per share 2006-02-06 4 P 0 127500 1.31 A 410600 D Common Stock, par value $0.01 per share 2006-06-02 4 S 0 112200 1.44 D 298400 D Common Stock, par value $0.01 per share 2006-02-03 4 P 0 23600 1.35 A 162300 D Common Stock, par value $0.01 per share 2006-02-06 4 P 0 51000 1.31 A 213300 D Common Stock, par value $0.01 per share 2006-06-02 4 S 0 58300 1.44 D 155000 D Common Stock, par value $0.01 per share 2006-02-03 4 P 0 1700 1.35 A 11400 D Common Stock, par value $0.01 per share 2006-02-06 4 P 0 4500 1.31 A 15900 D Common Stock, par value $0.01 per share 2006-06-02 4 S 0 4300 1.44 D 11600 D Common Stock, par value $0.01 per share 2006-02-03 4 P 0 2300 1.35 A 21100 D Common Stock, par value $0.01 per share 2006-02-06 4 P 0 7500 1.31 A 28600 D Common Stock, par value $0.01 per share 2006-06-02 4 S 0 7800 1.44 D 20800 D Common Stock, par value $0.01 per share 2006-02-03 4 P 0 1200 1.35 A 3100 D Common Stock, par value $0.01 per share 2006-02-06 4 P 0 3000 1.31 A 6100 D Common Stock, par value $0.01 per share 2006-06-02 4 S 0 1700 1.44 D 4400 D Common Stock, par value $0.01 per share 2006-02-03 4 P 0 46600 1.35 A 220400 D Common Stock, par value $0.01 per share 2006-02-06 4 P 0 105000 1.31 A 325400 D Common Stock, par value $0.01 per share 2006-06-02 4 S 0 88900 1.44 D 236500 D Common Stock, par value $0.01 per share 2006-02-03 4 P 0 2900 1.35 A 16700 D Common Stock, par value $0.01 per share 2006-02-06 4 P 0 10500 1.31 A 27200 D Common Stock, par value $0.01 per share 2006-06-02 4 S 0 7400 1.44 D 19800 D Common Stock, par value $0.01 per share 1330000 I See Footnotes Common Stock, par value $0.01 per share 746500 I See Footnotes Common Stock, par value $0.01 per share 2006-02-03 4 P 0 108600 1.35 A 511900 I See Footnotes Common Stock, par value $0.01 per share 2006-02-06 4 P 0 291000 1.31 A 802900 I See Footnotes Common Stock, par value $0.01 per share 2006-06-02 4 S 0 219400 1.44 D 583500 I See Footnotes Common Stock, par value $0.01 per share 1330000 I See Footnotes 7.25% Cumulative Convertible Preferred Stock 2006-02-17 4 P 0 700 38.25 A 1997-09-16 Common Stock 101900 D 7.25% Cumulative Convertible Preferred Stock 2006-02-23 4 P 0 6100 39.19 A 1997-09-16 Common Stock 108000 D 7.25% Cumulative Convertible Preferred Stock 2006-03-06 4 P 0 500 39.05 A 1997-09-16 Common Stock 108500 D 7.25% Cumulative Convertible Preferred Stock 2006-03-20 4 P 0 300 38.61 A 1997-09-16 Common Stock 108800 D 7.25% Cumulative Convertible Preferred Stock 2006-02-17 4 P 0 700 38.25 A 1997-09-16 Common Stock 77300 D 7.25% Cumulative Convertible Preferred Stock 2006-02-23 4 P 0 6500 39.19 A 1997-09-16 Common Stock 83800 D 7.25% Cumulative Convertible Preferred Stock 2006-03-06 4 P 0 200 39.05 A 1997-09-16 Common Stock 84000 D 7.25% Cumulative Convertible Preferred Stock 2006-03-20 4 P 0 200 38.61 A 1997-09-16 Common Stock 84200 D 7.25% Cumulative Convertible Preferred Stock 2006-02-17 4 P 0 100 38.25 A 1997-09-16 Common Stock 5500 D 7.25% Cumulative Convertible Preferred Stock 2006-02-23 4 P 0 1100 39.19 A 1997-09-16 Common Stock 6600 D 7.25% Cumulative Convertible Preferred Stock 2006-02-17 4 P 0 100 38.25 A 1997-09-16 Common Stock 18800 D 7.25% Cumulative Convertible Preferred Stock 2006-02-23 4 P 0 600 39.19 A 1997-09-16 Common Stock 19400 D 7.25% Cumulative Convertible Preferred Stock 2006-02-23 4 P 0 200 39.19 A 1997-09-16 Common Stock 2700 D 7.25% Cumulative Convertible Preferred Stock 2006-02-17 4 P 0 700 38.25 A 1997-09-16 Common Stock 74129 D 7.25% Cumulative Convertible Preferred Stock 2006-02-23 4 P 0 8100 39.19 A 1997-09-16 Common Stock 82229 D 7.25% Cumulative Convertible Preferred Stock 2006-03-06 4 P 0 1000 39.05 A 1997-09-16 Common Stock 83229 D 7.25% Cumulative Convertible Preferred Stock 2006-03-20 4 P 0 800 38.61 A 1997-09-16 Common Stock 84029 D 7.25% Cumulative Convertible Preferred Stock 2006-02-17 4 P 0 100 38.25 A 1997-09-16 Common Stock 11000 D 7.25% Cumulative Convertible Preferred Stock 2006-02-23 4 P 0 500 39.19 A 1997-09-16 Common Stock 11500 D 7.25% Cumulative Convertible Preferred Stock 2006-03-06 4 P 0 100 39.05 A 1997-09-16 Common Stock 11600 D 7.25% Cumulative Convertible Preferred Stock 2006-03-20 4 P 0 100 38.61 A 1997-09-16 Common Stock 11700 D 7.25% Cumulative Convertible Preferred Stock 1997-09-16 Common Stock 542560 I See Footnotes 7.25% Cumulative Convertible Preferred Stock 1997-09-16 Common Stock 317429 I See Footnotes 7.25% Cumulative Convertible Preferred Stock 2006-02-17 4 P 0 1500 38.25 A 1997-09-16 Common Stock 201731 I See Footnotes 7.25% Cumulative Convertible Preferred Stock 2006-02-23 4 P 0 18900 39.19 A 1997-09-16 Common Stock 220631 I See Footnotes 7.25% Cumulative Convertible Preferred Stock 2006-03-06 4 P 0 2500 39.05 A 1997-09-16 Common Stock 223131 I See Footnotes 7.25% Cumulative Convertible Preferred Stock 2006-03-20 4 P 0 2000 38.61 A 1997-09-16 Common Stock 225131 I See Footnotes 7.25% Cumulative Convertible Preferred Stock 1997-09-16 Common Stock 542560 I See Footnotes The entities and individuals identified in the footnotes of this Form 4 may be deemed members of a group holding equity securities of the Issuer. The filing of this Form 4 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 4 is limited, the entities and individuals listed in the footnotes of this Form 4 that are not reporting persons on this Form 4 are filing three additional Form 4s on the same date as the filing of this Form 4 as reporting persons with respect to the securities described in this Form 4 (the "Parallel Form 4s"). Although certain of the entities and individuals identified in the footnotes of this Form 4 are not reporting persons, information regarding them is included on this Form 4 for purposes of clarification and convenience only. Such information is duplicative of the information reported by them in the Parallel Form 4s. 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 4 and by the Managed Accounts as referenced in footnote (16) of this Form 4. 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 4 and by the Managed Accounts as referenced in footnote (16) of this Form 4. 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 Shares are 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. /s/ Mark C. Wehrly as attorney-in-fact and/or authorized signer for each of Noonday G.P. (U.S.), L.L.C., Noonday Asset Management LLP, Noonday Capital Limited, Lars E. Bane, Nicolas Giauque, Davide Leone and Andrew J.M. Spokes. 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-----