-----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, T60i6TIidou8vgxuP9VmuH3RcZ/5gVsHMmaCk4Jnmr6vQjJQucQ/C3N+wHYCMPE0 sKdGHl7PpTl4BqYGBb+oxQ== 0000932799-07-000185.txt : 20070806 0000932799-07-000185.hdr.sgml : 20070806 20070806160049 ACCESSION NUMBER: 0000932799-07-000185 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070806 DATE AS OF CHANGE: 20070806 SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-32255 FILM NUMBER: 071027963 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Fursa Alternative Strategies LLC CENTRAL INDEX KEY: 0001218315 IRS NUMBER: 134050836 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 444 MERRICK ROAD STREET 2: 1ST FLOOR CITY: LYNBROOK STATE: NY ZIP: 11563 BUSINESS PHONE: (646) 205-6200 MAIL ADDRESS: STREET 1: 444 MERRICK ROAD STREET 2: 1ST FLOOR CITY: LYNBROOK STATE: NY ZIP: 11563 FORMER COMPANY: FORMER CONFORMED NAME: MELLON HBV ALTERNATIVE STRATEGIES LLC DATE OF NAME CHANGE: 20030211 SC 13D/A 1 metromedia13da.txt AMENDMENT NO. 7 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Amendment No. 7 -------- METROMEDIA INTERNATIONAL GROUP, INC. ------------------------------------------------------------------------------- (Name of Issuer) Common Stock ------------------------------------------------------------------------------- (Title of Class of Securities) 591689104 ------------------------------------------------------------------------------- (CUSIP Number) FURSA ALTERNATIVE STRATEGIES LLC 444 Merrick Road, 1st Floor Lynbrook, NY 11563 646-205-6200 ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 6, 2007 ------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [ ] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 591689104 - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) Fursa Alternative Strategies LLC I.R.S. No.: 13-4050836 - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ](b)[ ] - ------------- ----------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 7,907,610 - -------------------------------------------------------------------------------- 8 SHARED VOTING POWER 0 - -------------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 7,907,610 - -------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 7,907,610 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see Instructions) [ ] - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.7% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (see Instructions) IA, OO - ------------------------------------------------------------------------------- 2 INTRODUCTION: Fursa Alternative Strategies LLC (the "Reporting Person") is filing this Amendment No. 7 to Schedule 13D relating to Metromedia International Group, Inc. (the "Issuer") to disclose a letter sent to the Issuer's Board of Directors by the Reporting Person, attached hereto as Exhibit 99.1. This letter, among other things, responds to the concerns set forth by the Issuer's Board of Directors with respect to the offer by the Reporting Person to acquire the outstanding Common Stock of the Issuer at a price of $2.05 per share, which represents a premium of 14% over the offer presented under the Agreement and Plan of Merger (the "Merger Agreement"), dated as of July 17, 2007 by and among the Issuer, CaucusCom Mergerco Corp. and CauscusCom Ventures L.P., and otherwise on the same terms and conditions as those set forth in the Merger Agreement. The Reporting Person continues to request that the Issuer grants to it and its advisors and financiers immediate access to all information reasonably requested by them in order to assist them in performing due diligence. ITEM 4. PURPOSE OF TRANSACTION The discussion under the heading Introduction above is incorporated herein by reference. Except as set forth herein, the Reporting Person does not have any present plans or proposals that relate to or would result in any of the actions specified in paragraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Person reserves the right to formulate plans or make proposals, and take such actions with respect to their investments in the Issuer, including any or all of the actions specified in paragraphs (a) through (j) of Item 4 of Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) As of August 6, 2007, on behalf of affiliated investment funds and separately managed accounts over which it exercises discretionary authority, the Reporting Person beneficially owns 7,907,610 shares of the Issuer's Common Stock (the "Shares"), representing approximately 7.7% of the outstanding Common Stock (based on 103,254,947 shares of common stock outstanding, as reported by the Issuer in its Annual Report on Schedule 14F-1 filed with the Commission on August 1, 2007). (c) There have been no changes in the Reporting Person's interests in the Issuer since the date of the Reporting Person's Amendment No. 6 to Schedule 13D, filed with the Commission on August 1, 2007. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS 99.1 Letter from the Reporting Person to the Issuer's Board of Directors. 3 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: August 6, 2007 Fursa Alternative Strategies LLC, a Delaware Limited Liability Company By: /s/ William F. Harley III -------------------------------- Name: William F. Harley III Title: Chief Investment Officer 4 EX-99 2 mtrm-ex99_1.txt LETTER TO BOARD OF DIRECTORS Fursa Alternative Strategies LLC August 6, 2007 Mark S. Hauf Chairman of the Board, President and Chief Executive Officer Metromedia International Group, Inc. 8000 Tower Point Drive Charlotte, NC 28227 Dear Mark: We are disappointed with your August 3, 2007 letter in response to the proposal set forth in our letter sent to you on August 1, 2007 (the "Initial Letter").(1) As stated in the Initial Letter, our proposal is to acquire Metromedia: o At an offer price of $2.05 per share of Metromedia's common stock, which represents a premium to Metromedia's stockholders of 14% over that offered under the Merger Agreement. o And, otherwise on the same terms and conditions as that set forth in the Merger Agreement, including, without limitation, the same structure (tender offer with a backend merger), representations, warranties, covenants and conditions. In your letter, you indicate that Fursa did not provide evidence of its ability to fund the cash portion of its proposed $69 million equity commitment. Fursa affirms by this letter that funds we manage have the legal and financial ability to fund the Equity Commitment. In response, attached hereto as Exhibit A is a revised letter from our broker-dealer indicating that it remains highly confident that it can arrange debt financing in the amount of $150 million (as so revised, the "Debt Commitment"). The revised Debt Commitment clearly indicates that it is not conditioned on the availability of audited U.S. GAAP financial statements for the Company and that our broker-dealer believes that satisfactory market conditions presently exist to arrange such debt financing. Finally, as discussed with your legal counsel, we are confident that filing with the U.S. Securities and Exchange Commission (the "SEC") under Schedule 13e-3 will not be required. Fursa is not an affiliate of Metromedia and is merely stepping into the shoes of a third party in an arms-length negotiated agreement. Although we will seek clarification from the SEC, we have been advised by our counsel that our proposal should not trigger heightened disclosure under Rule 13e-3, and is not of the type intended to be covered thereunder. - ------------------------------------------- (1) All capitalized terms used but not defined herein have the meanings ascribed to them in the Initial Letter. We continue to be confident that our proposal is superior from a financial point of view and is reasonably likely to lead to a Superior Proposal (as defined in the Merger Agreement). We therefore reiterate our request that you grant us and our advisors and financiers immediate access to all information reasonably requested by us in order to assist us in performing due diligence. Such due diligence will allow our Debt Commitment provider to issue an unconditional commitment with respect to the Debt Commitment, and we can then enter into direct negotiations with you concerning the proposed acquisition. Any delay in providing us such information can only serve to harm the interests of Metromedia's stockholders. Therefore, we would expect that Metromedia's board of directors, who have already decided to sell the company, would (in accordance with their fiduciary duties) grant Fursa immediate and full access to the due diligence information that Fursa has requested. As you no doubt understand, time is of the essence. Accordingly, we ask that you respond to this letter as soon as practicable. Once again, while we would strongly prefer to work with you towards the prompt consummation of a Superior Proposal, we are prepared to pursue all options available to us. We are available to meet with you and your advisors at your earliest convenience to discuss our proposal in further detail, and we look forward to hearing from you. Very truly yours, /s/ Mickey F. Harley -------------------------------- Mickey F. Harley President Fursa Alternative Strategies LLC -2- -----END PRIVACY-ENHANCED MESSAGE-----