-----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, L01ATyCzQwOop8XdW9LDO/mxzbv63VOHmUnKkHHM63dWcntf/bszHvFVmusYgprj lCmtTeP/UqtYXIMbETEwPg== 0001182489-07-000876.txt : 20070824 0001182489-07-000876.hdr.sgml : 20070824 20070824121938 ACCESSION NUMBER: 0001182489-07-000876 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20070822 FILED AS OF DATE: 20070824 DATE AS OF CHANGE: 20070824 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: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05706 FILM NUMBER: 071077543 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 3 1 edgar.xml FORM 3 - X0202 3 2007-08-22 0 0000039547 METROMEDIA INTERNATIONAL GROUP INC MTRM 0001372968 Spokes Andrew J M C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 2100 SAN FRANCISCO CA 94111 0 0 1 1 Member of Group Owning 10% Common stock, par value $0.01 per share 1330000 I See Footnotes 7.25% Cumulative Convertible Preferred Stock 1997-09-16 Common Stock I See Footnotes The amount of securities shown in this row is owned directly by Farallon Capital Partners, L.P., Farallon Capital Institutional Partners, L.P., Farallon Capital Institutional Partners II, L.P., Farallon Capital Institutional Partners III, L.P., Tinicum Partners, L.P. and Farallon Capital Offshore Investors II, L.P. (collectively, the "Partnerships"), by Noonday Capital Partners, L.L.C. ("NCP") and by one or more discretionary accounts (together, the "Managed Accounts") managed by Farallon Capital Management, L.L.C. ("FCMLLC"). As the general partner to each of the Partnerships and the managing member of NCP, Farallon Partners, L.L.C. ("FPLLC") may be deemed to be the beneficial owner of the Issuer's securities held by each of the Partnerships and NCP. FCMLLC, as the registered investment advisor to the Managed Accounts, may be deemed to be the beneficial owner of the Issuer's securities held by the Managed Accounts. Each of Noonday G.P. (U.S.), L.L.C. ("NGPUS"), Noonday Asset Management, L.P. ("NAMLP") and Noonday Asset Management LLP ("NAMLLP"), as a sub-investment adviser to the Partnerships, NCP and the Managed Accounts, may be deemed to be the beneficial owner of the Issuer's securities held by the Partnerships, NCP and the Managed Accounts. As the general partner of NAMLP, Noonday Capital, L.L.C. ("NCLLC") may be deemed to be the beneficial owner of the Issuer's securities held by the Partnerships, NCP and the Managed Accounts. Effective as of August 22, 2007, Andrew J. M. Spokes ("Spokes") became a managing member of FPLLC and FCMLLC, and a managing member of NGPUS and NCLLC, and as a result Spokes may be deemed to be the beneficial owner of the Issuer's securities held by the Partnerships, NCP and the Managed Accounts. All of such securities of the Issuer have been previously reported by the Partnerships, NCP and FCMLLC on behalf of the Managed Accounts and other related entities and individuals (including Spokes) on the Form 4s filed on August 21, 2006 by the Partnerships, NCP, FCMLLC on behalf of the Managed Accounts and the other entities and individuals listed on such forms. Douglas M. MacMahon also filed a Form 3 with respect to such securities on January 9, 2007 and Ashish H. Pant also filed a Form 3 with respect to such securities on July 10, 2007. There have been no transactions in such securities by any such entities or individuals since such forms were filed. Spokes, FCMLLC, NGPUS, NAMLP, NCLLC, NAMLLP and the individuals identified in the prior Form 3s and Form 4s disclaim any beneficial ownership of any of the Issuer's securities reported or referred to herein for purposes of Rules 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "'34 Act"). FPLLC disclaims any beneficial ownership of any of the Issuer's securities reported or referred to herein for purposes of Rule 16a-1(a) under the '34 Act, or otherwise, except as to securities representing FPLLC's pro rata interest in, and interest in the profits of, the Partnerships. Spokes, together with the entities and individuals identified in footnotes (1), (2) and (4) of this Form 3 and the individuals identified in the prior Form 3s and Form 4s, may be deemed members of a group holding equity securities of the Issuer. The filing of this Form 3 shall not be deemed to be an admission that such entities and individuals are members of such group. 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. /s/ Monica R. Landry, as attorney-in-fact for Andrew J. M. Spokes 2007-08-24 -----END PRIVACY-ENHANCED MESSAGE-----