-----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, BBw2smAyduqJHxXLINd6JpJyHt825PDPM6J3hR4Dd8zgu0yk7Jhk9bakVcu9doCK mLVsVqGxo5RjwjRqfmB3Yw== 0001182489-08-000554.txt : 20080529 0001182489-08-000554.hdr.sgml : 20080529 20080529172540 ACCESSION NUMBER: 0001182489-08-000554 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080527 FILED AS OF DATE: 20080529 DATE AS OF CHANGE: 20080529 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05706 FILM NUMBER: 08867647 BUSINESS ADDRESS: STREET 1: FARALLON CAPITAL MANAGEMENT STREET 2: ONE MARITIME PLAZA STE 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 2100 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 4 1 edgar.xml FORM 4 - X0202 4 2008-05-27 1 0000039547 METROMEDIA INTERNATIONAL GROUP INC MTRM 0001250078 SCHRIER DEREK C 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% 7.25% Cumulative Convertible Preferred Stock 1997-09-16 Common Stock 0 0 I See Footnotes Derek C. Schrier previously filed a Form 3 and Form 4s with respect to securities of the Issuer 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 managed by Farallon Capital Management, L.L.C. ("FCMLLC"). Mr. Schrier was a managing member of Farallon Partners, L.L.C. ("FPLLC"), the general partner of the Partnerships and the managing member of NCP, and FCMLLC, with the power to exercise investment discretion. As such, Mr. Schrier may have been deemed the beneficial owner of the Issuer's securities beneficially owned by FPLLC and FCMLLC. As of May 27, 2008, Mr. Schrier had resigned as a managing member of FPLLC and FCMLLC and no longer had investment discretion. As such, he may no longer be deemed a beneficial owner of any of the Issuer's securities beneficially owned by FPLLC and FCMLLC. The 7.25% Cumulative Convertible Preferred Stock 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 to the date the Preferred Stock is are surrendered for conversion, divided by an initial conversion price of $15.00 subject to adjustment. The 7.25% Cumulative Convertible Preferred Stock is convertible at any time without expiration unless earlier redeemed at the Issuer's discretion. Mr. Schrier, FCMLLC and the individuals identified in the prior Form 3s and Form 4s filed by the foregoing entities disclaim any beneficial ownership of any of the Issuer's securities reported or referred to herein or therein for purposes of Section 16 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 or in such prior Form 3s and Form 4s for purposes of Section 16 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. The Preferred Shares owned by the Partnerships, NCP and the discretionary account(s) managed by FCMLLC (together the "Relevant Entities") are subject to an on-going Delaware appraisal proceeding. The Relevant Entities expressly reserve all rights with respect to such appraisal proceedings and nothing in this Form 4 shall be deemed a waiver of any right related to such proceedings. /s/ Monica R. Landry, as attorney-in-fact 2008-05-29 -----END PRIVACY-ENHANCED MESSAGE-----