SC 13D/A

0000950123-07-010630.txt : 20070801 0000950123-07-010630.hdr.sgml : 20070801 20070801162148 ACCESSION NUMBER: 0000950123-07-010630 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070801 DATE AS OF CHANGE: 20070801 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: 071016443 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 y37786d6sc13dza.htm AMENDMENT NO. 6 TO SCHEDULE 13D SC 13D/A


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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 6 )*

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)

July 31, 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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 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

NAMES OF REPORTING PERSONS:

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

Fursa Alternative Strategies LLC
I.R.S. No.: 13-4050836

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) o

(b) o

SEC USE ONLY:

SOURCE OF FUNDS (SEE INSTRUCTIONS):

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

CITIZENSHIP OR PLACE OF ORGANIZATION:

Delaware

SOLE VOTING POWER:

NUMBER OF

7,907,610

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

7,907,610

WITH

SHARED DISPOSITIVE POWER:

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

7,907,610

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

8.4%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

IA, OO

Introduction:

Fursa Alternative Strategies LLC (the “Reporting Person”) is filing this Amendment No. 6 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, sets forth the terms of a proposal 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 requests 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.

TABLE OF CONTENTS


	ITEM 4. PURPOSE OF TRANSACTION
	ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
SIGNATURE
EX-99.1: LETTER TO BOARD OF DIRECTORS

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 July 31, 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 8.4% of the outstanding Common Stock (based on 94,034,947 shares of common stock outstanding, as reported by the Issuer in its Annual Report on Form 10-K filed with the Commission on December 14, 2006).

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: July 31, 2007

Fursa Alternative Strategies LLC,
a Delaware Limited Liability Company

By: /s/ William F. Harley
Name: William F. Harley III
Title: Chief Investment Officer

EX-99.1 2 y37786d6exv99w1.htm EX-99.1: LETTER TO BOARD OF DIRECTORS EX-99.1

[Fursa Letterhead]

July 31, 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:

As you will recall from our prior conversations, we are not entirely disappointed with the value of $1.80 per share offered to the stockholders of Metromedia International Group, Inc. (“Metromedia”) under the Agreement and Plan of Merger (the “Merger Agreement”), dated as of July 17, 2007 by and among Metromedia, CaucusCom Mergerco Corp. and CauscusCom Ventures L.P; however, we believe that Fursa Alternative Strategies LLC (along with its affiliated funds “Fursa”) and other investors can offer a value substantially in excess of that under the Merger Agreement.

Accordingly, I am writing to you on behalf of Fursa to make the following proposal to acquire Metromedia:

	•		a price of $2.05 per share of Metromedia’s common stock; 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.

The consideration offered above represents a premium to Metromedia’s stockholders of 14% over that offered under the Merger Agreement.

In order to fund the proposed acquisition, Fursa will commit up to $69 million (including the rollover of 7.9 million shares of Metromedia’s common stock owned by Fursa)(the “Equity Commitment”). Fursa may identify additional appropriate equity investors as co-investors for some portion of the Equity Commitment. In addition, Fursa has received a letter from a broker-dealer active in capital markets indicating that it is highly confident that it can arrange debt financing in an amount of $150 million (the “Debt Commitment”), a copy of which is provided to you herewith. The Equity Commitment and the Debt Commitment are sufficient to pay the aggregate consideration proposed above and all related fees and expenses.

We appreciate that you will be required to present our proposal to your Board of Directors for its careful consideration. We believe that after such consideration, your Board will agree with us that our proposal is superior from a financial point of view to Metromedia’s stockholders and is reasonably likely to lead to a Superior Proposal (as defined in the Merger Agreement).

Therefore, we 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.

As I am sure you can appreciate with a proposal of this sort, time is of the essence. Accordingly, we would appreciate hearing from you as soon as practicable, but in any event within 2 days. While we would strongly prefer to work with you and your Board and management colleagues towards the prompt consummation of a Superior Proposal, we are prepared to pursue all options available to us. Our advisors and financiers are prepared to meet with you, your Board, advisors and management colleagues at your earliest convenience to discuss our proposal in further detail.

We hope that you are as excited as we are about the benefits of our proposal to Metromedia’s stockholders and look forward to hearing from you.

Very truly yours,

/s/ Mickey F. Harley

Mickey F. Harley
President
Fursa Alternative Strategies LLC

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