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Metromedia International Group, Inc.
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(Name of Registrant as Specified in Its Charter)
Elliott Associates, L.P. and Elliott International, L.P.
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[Lens Letterhead]
Contact: Richard A. Bennett Scott Sunshine/Carol Crane
Chief Activism Officer TowersGroup
Lens (212) 354-5020
(207) 775-4296 [email protected]
[email protected] [email protected]
INDEPENDENT STOCKHOLDERS VOTE OVERWHELMINGLY FOR OPPOSITION DIRECTOR CANDIDATES
AT MMG ANNUAL MEETING, BUT INSIDERS HOLD SWAY
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CalPERS Proposal To Declassify Board Passes
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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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