UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 5, 2004
METROMEDIA INTERNATIONAL GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-5706 58-0971455
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
8000 Tower Point Drive, Charlotte, NC 28227
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (704) 321-7380
---------------
(Former name or former address, if changed since last report)
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Item 7. Financial Statements and Exhibits
(c) Exhibits.
99.1 Press Release of Metromedia International Group, Inc., dated April 5,
2004
Item 9. Other Events and Regulation FD Disclosure
On April 5, 2004, the Company announced that it had received notification from
the trustee of its Series A and B 10 1/2 % Senior Discount Notes Due 2007
("Senior Notes") concerning non-compliance with certain covenants in the
indenture governing the Senior Notes (the "Indenture"). The trustee reported
that it had not received the following documents from the Company:
o The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2003 (the "2003 Annual Report") as required
pursuant to Section 4.3 of the Indenture;
o The Company's Officers' Certificate required pursuant to Section 4.4
(a) of the Indenture; and
o The CPA statement required pursuant to Section 4.4 (b) of the Indenture.
The trustee reported that, under the terms of the Indenture, the Company must
resolve these compliance matter no later than June 1, 2004, the sixtieth day
following the receipt of the trustee's letter in order to avoid an event of
default. If such default were declared, the trustee or holders of at least 25%
aggregate principal value of Senior Notes outstanding could demand all Senior
Notes to be due and payable immediately. On April 2, 2004, the trustee reported
these Indenture compliance items to the United States Securities and Exchange
Commission ("SEC") and holders of the Senior Notes as part of the trustee's
annual reporting duty required by Section 7.6 of the Indenture.
The Company also announced that it elected not to declare a dividend on its 7
1/4% cumulative convertible preferred stock for the quarterly dividend period
ending on March 15, 2004. As of March 31, 2004, aggregated dividends in arrears
are $50.4 million.
The press release announcing these matters is attached as Exhibit
99.1and is incorporated herein by reference.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
METROMEDIA INTERNATIONAL GROUP, INC.
By: /S/ HAROLD F. PYLE, III
Name: Harold F. Pyle, III
Title: Executive Vice
President Finance, Chief
Financial Officer and
Treasurer
Date: April 5, 2004
Charlotte, NC
EXHIBIT INDEX
Exhibit Description
99.1 Press Release of Metromedia International Group, Inc. dated
April 5, 2004
Metromedia International Group, Inc. Announces Notice from Trustee of
Senior Discount Notes, Announces Preferred Stock Dividend Not Declared
CHARLOTTE, N.C.--April 5, 2004--Metromedia International Group, Inc. (the
"Company" or "MIG") (currently traded as: OTCPK:MTRM - Common Stock and
OTCPK:MTRMP - Preferred Stock), the owner of interests in various communications
and media businesses in Russia, Eastern Europe and the Republic of Georgia,
today announced that it had received notification from the trustee of its Series
A and B 10 1/2 % Senior Discount Notes Due 2007 ("Senior Notes") concerning
non-compliance with certain covenants in the indenture governing the Senior
Notes (the "Indenture"). The trustee reported that it had not received the
following documents from the Company:
-- The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 2003 (the "2003 Annual Report") as required
pursuant to Section 4.3 of the Indenture;
-- The Company's Officers' Certificate required pursuant to
Section 4.4 (a) of the Indenture; and
-- The CPA statement required pursuant to Section 4.4 (b) of the
Indenture.
The trustee reported that, under the terms of the Indenture, the
Company must resolve these compliance matter no later than June 1,
2004, the sixtieth day following the receipt of the trustee's letter
in order to avoid an event of default. If such default were declared,
the trustee or holders of at least 25% aggregate principal value of
Senior Notes outstanding could demand all Senior Notes to be due and
payable immediately. On April 2, 2004, the trustee reported these
Indenture compliance items to the United States Securities and
Exchange Commission ("SEC") and holders of the Senior Notes as part of
the trustee's annual reporting duty required by Section 7.6 of the
Indenture.
The Company also announced that it elected not to declare a
dividend on its 7 1/4% cumulative convertible preferred stock for the
quarterly dividend period ending on March 15, 2004. As of the March
31, 2004, aggregated dividends in arrears are $50.4 million.
In making this announcement, Ernie Pyle, Executive Vice President
Finance and Chief Financial Officer of MIG, commented, "At this time
and although no assurances can be given, we do not anticipate that
there will be any compliance items outstanding with respect to the
Indenture by the end of the 60 day time period set out by the trustee.
The delay by the Company in filing its 2003 Annual Report with the SEC
is regrettable and an unfortunate side-effect of the significant
restructuring that the Company has undertaken over the past year.
However, we are fully committed to filing the 2003 Form 10-K as
promptly as possible and apologize for any difficulties this delay
might cause our investors."
Mr. Pyle further commented, "The decision to not declare a
dividend on the Company's 7 1/4% cumulative convertible preferred
stock for the quarterly dividend period ending on March 15, 2004, is
attributable to corporate cash conservation measures. The Company
desires to maintain sufficient cash liquidity reserves to enable
further business development of our core businesses and provide
opportunities for a potential restructuring of the Company's balance
sheet."
About Metromedia International Group
Through its wholly owned subsidiaries, the Company owns
communications and media businesses in Russia, Eastern Europe and the
Republic of Georgia. These include mobile and fixed line telephony
businesses, wireless and wired cable television networks and radio
broadcast stations. The Company has focused its principal attentions
on continued development of its core telephony businesses in Russia
and the Republic of Georgia, while undertaking a program of gradual
divestiture of its non-core media businesses. The Company's remaining
non-core media businesses consist of nineteen radio businesses
operating in Finland, Hungary, Bulgaria, Estonia, Latvia and the Czech
Republic and one cable television network in Lithuania. The Company's
core telephony businesses include PeterStar, the leading competitive
local exchange carrier in St. Petersburg, Russia, and Magticom, the
leading mobile telephony operator in the Republic of Georgia.
This news release contains certain forward-looking statements that
involve risks and uncertainties, including in particular those
regarding the Company's ability to complete its 2003 annual audit,
file its 2003 Form 10-K with the SEC, meet its future SEC public
filing and reporting requirements, comply with its obligations under
the Indenture and continue to meet its future operating and debt
service obligations on a timely basis. Other factors that could cause
or contribute to such risks and uncertainties include, but are not
limited to the Company's ability to achieve expected performance
targets for its core telephony businesses, consummate divestitures of
its remaining non-core businesses at satisfactory prices, continue to
receive dividends from its core business operations, undertake and
successfully complete a capital restructuring of the Company's $152.0
million 10 1/2% Senior Discount Notes and/or the Company's preferred
stock, complete a reorganization of its internal support processes and
meet its targeted level of overhead expenditures, changes in general
economic and business conditions, unanticipated effects of
competition, changes in technology and methods of marketing, and
various other factors beyond the Company's control, including the
current investigation that the Company's outside counsel is conducting
in regards to allegations made by two Georgian individuals of possible
illegal conduct of Company personnel, the recent reviews of Magticom's
interconnect arrangements by Georgian authorities, the potential for
charges to be brought against Magticom and/or its senior executives
and the current actions taken against Dr. George Jokhtaberidze
(co-founder and majority owner of Magticom and son-in-law of former
Georgian president Eduard Shevardnadze). This also includes such
factors as are described from time to time in the SEC reports filed by
the Company, including its most recently filed Form 8-K reports (dated
March 4, 2004, March 18, 2004 and March 31, 2004), quarterly reports
on Form 10-Q/A for the quarterly periods ended March 31, 2003 and June
30, 2003, quarterly report on Form 10-Q for the quarterly period ended
September 30, 2003 and the Company's Annual Report on Form 10-K/A for
the year ended December 31, 2002. The Company is not under, and
expressly disclaims, any obligation to update the information in this
news release for any future events, including changes in its cash
balances or other events affecting liquidity.
Please visit our website at www.metromedia-group.com.
CONTACT: Metromedia International Group, Inc.
Ernie Pyle, 704/321-7380 ext. 103
[email protected]