0001013594-01-500110.txt : 20011101
0001013594-01-500110.hdr.sgml : 20011101
ACCESSION NUMBER: 0001013594-01-500110
CONFORMED SUBMISSION TYPE: DFAN14A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20011031
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: METROMEDIA INTERNATIONAL GROUP INC
CENTRAL INDEX KEY: 0000039547
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE & VIDEO TAPE PRODUCTION [7812]
IRS NUMBER: 580971455
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: DFAN14A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-05706
FILM NUMBER: 1771318
BUSINESS ADDRESS:
STREET 1: ONE MEADOWLANDS PLZ
STREET 2: STE 2210
CITY: EAST RUTHERFORD
STATE: NJ
ZIP: 07073
BUSINESS PHONE: 4042616190
MAIL ADDRESS:
STREET 1: ONE MEADOWLANDS PLAZA
CITY: EAST RUTHERFORD
STATE: NJ
ZIP: 07073
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
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: ELLIOTT ASSOCIATES LP
CENTRAL INDEX KEY: 0000904495
STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000]
IRS NUMBER: 222140975
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: DFAN14A
BUSINESS ADDRESS:
STREET 1: 712 FIFTH AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10019
BUSINESS PHONE: 2125062999
MAIL ADDRESS:
STREET 1: ELLIOTT ASSOCIATES LP
STREET 2: 712 5TH AVE
CITY: NEW YORK
STATE: NY
ZIP: 10019
DFAN14A
1
metro14a.txt
METROMEDIA INTERNATIONAL GROUP, INC.
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant |_|
Filed by a Party other than the Registrant |X|
Check the appropriate box:
|_| Preliminary Proxy Statement |_| Confidential, For Use
of the Commission Only
(as permitted by
Rule 14a-6(e) (2))
|_| Definitive Proxy Statement
|X| Definitive Additional Materials
|_| Soliciting Material Pursuant to Rule 14a-11 (c) or Rule 14a-12
Metromedia International Group, Inc.
--------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
Elliott Associates, L.P. and Elliott International, L.P.
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box): |X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i) (1) and
0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it is determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
|_| Fee paid previously with preliminary materials:
|_| Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11 (a) (2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement no.:
(3) Filing Party:
(4) Date Filed:
[Lens Letterhead]
Contact: Richard A. Bennett Scott Sunshine/Carol Crane
Chief Activism Officer TowersGroup
Lens (212) 354-5020
(207) 775-4296 scottsunshine@towerspr.com
rbennett@lens-inc.com carolcrane@towerspr.com
INDEPENDENT STOCKHOLDERS VOTE OVERWHELMINGLY FOR OPPOSITION DIRECTOR CANDIDATES
AT MMG ANNUAL MEETING, BUT INSIDERS HOLD SWAY
-------------------------------------
CalPERS Proposal To Declassify Board Passes
-------------------------------------
NEW YORK, October 30, 2001 - Independent stockholders of Metromedia
International Group (AMEX: MMG) voted by a 3 to 1 margin for the opposition
board candidates nominated by Elliott Associates, L.P. and Elliott
International, L.P. (together "Elliott") at MMG's 2001 annual meeting, but board
affiliates who own nearly 30% of the company managed to reelect the incumbent
directors by a slender margin. Of a total 70 million votes cast, Elliott's
candidates - Robert A.G. Monks and Robert B. Holmes - each received about 33
million votes, or 47% of the overall vote. Final vote tallies from the October 9
annual meeting were released today by IVS Associates, MMG's election inspectors.
A separate proposal by California Public Employees' Retirement System (CalPERS)
urging the board to reorganize itself into a single class of directors was
approved by a majority of shares voted. The resolution, if respected by MMG,
would eliminate the current system, which divides MMG directors into three
classes of three-year terms so only one-third of directors are up for election
in any given year. Elliott calls upon MMG to promptly declassify its board, as
its stockholders demand. A declassified board would stand for election in its
entirety every year, creating a higher level of accountability of directors to
stockholders. Earlier this year, CalPERS named MMG to its top five "focus list"
of companies for its poor stock performance and inadequate corporate governance.
"The CalPERS resolution is a victory for improved corporate governance at MMG;
we hope the company follows the stockholders' mandate. Although Elliott's
director candidates were narrowly defeated, the overwhelming support for our
candidates by non-affiliated stockholders sends MMG's board a powerful message.
The issues that dissatisfied stockholders raised at the meeting will not go
away," said Richard A. Bennett, a principal of Lens Investment Management, LLC,
the shareholder activist specialist working with Elliott in its MMG efforts.
Another three stockholder proposals, two by Elliott and one by the New York City
Teachers' Retirement System, did not pass.
Metromedia International Group, Inc. is a global communications and media
company operating telephony and television businesses in Eastern Europe, the
republics of the former Soviet Union and other emerging markets. The company,
headed by Chairman John W. Kluge and CEO Stuart Subotnick, also owns the lawn
and garden equipment manufacturer Snapper, which it has called a "non-core"
asset.
Elliott Associates, L.P. and Elliott International, L.P. are institutional
investors with a collective ownership of approximately 4.0% of MMG Common Stock.
Elliott Associates is based in New York, and Elliott International is based in
the Cayman Islands. The investment activities of Elliott Associates and Elliott
International are under common management.
Founded in 1991 by Robert A.G. Monks as an investment management firm, Lens
Investment Management, LLC, was among the first fund managers to take an active
role in corporate governance. Over the past decade, Lens, which no longer
operates as a portfolio manager but rather as a specialist in investor activism,
has succeeded in increasing the value of shareholders' investment in companies
including Scott Paper, American Express, Eastman Kodak and Pioneer Group.
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