-----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, F6OJIODM03OreFaaruWD+94Vk/kokliDtPQoQGy0MxohvFdjtILO/K74krjy81H8 y1A+1sQVgelpqalk/toVHw== 0000950142-96-000302.txt : 19960717 0000950142-96-000302.hdr.sgml : 19960717 ACCESSION NUMBER: 0000950142-96-000302 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960702 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960716 SROS: AMEX SROS: NYSE SROS: PSE FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05706 FILM NUMBER: 96595516 BUSINESS ADDRESS: STREET 1: 945 E PACES FERRY RD STREET 2: STE 2210 CITY: ATLANTA STATE: GA ZIP: 30326 BUSINESS PHONE: 4042616190 MAIL ADDRESS: STREET 1: 4900 GEORGIA PACIFIC CTR CITY: ATLANTA STATE: GA ZIP: 30303 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 8-K 1 FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Filed Pursuant to Section 13 OR 15(d) of THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): JULY 2, 1996 METROMEDIA INTERNATIONAL GROUP, INC. (Exact name of registrant as specified in its charter) DELAWARE 1-5706 58-0971455 (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification Number) 945 East Paces Ferry Road Suite 2210 ATLANTA, GEORGIA 30326 (Address of principal executive offices) Registrant's telephone number, including area code: (404) 261-6190 Item 2. ACQUISITION OR DISPOSITION OF ASSETS. On July 2, 1996, Metromedia International Group, Inc. (the "Company") consummated its acquisition of The Samuel Goldwyn Company ("Goldwyn") in accordance with the terms of the previously disclosed Amended and Restated Agreement and Plan of Merger, dated as of January 31, 1996, as amended, by and among the Company, SGC Merger Corp., a Delaware corporation and a wholly-owned subsidiary of the Company ("SGC Mergerco"), and Goldwyn (the "Goldwyn Merger Agreement"). Pursuant to the Goldwyn Merger Agreement, SGC Mergerco merged with and into Goldwyn (the "Goldwyn Merger"), with Goldwyn surviving such merger and changing its name to "Goldwyn Entertainment Company," and with holders of Goldwyn's common stock, par value $.20 per share ("Goldwyn Common Stock), receiving .3335 shares of the Company's common stock par value $1.00 per share (the "Common Stock") for each share of Goldwyn Common Stock in accordance with a formula set forth in the Goldwyn Merger Agreement. Pursuant to such formula, the Company issued 3,122,972 shares of Common Stock to Goldwyn stockholders pursuant to the Goldwyn Merger. Goldwyn is a producer and distributor of motion pictures and television product and has a film and television library of over 850 titles. In addition Goldwyn owns the leading specialized theatre circuit in the United States with 140 screens. Goldwyn continues its operations as part of the Company's Entertainment Group as a wholly-owned subsidiary of Orion Pictures Corporation ("Orion"). Item 5. OTHER EVENTS. On July 2, 1996, the Company issued a press release, a copy of which is attached as Exhibit 99.1, in which it announced the acquisition of Goldwyn, its acquisition on such date of Motion Picture Corporation of America ("MPCA"), the consummation on such date of a public offering of 18,400,000 shares of Common Stock and the closing on such date of an amended and restated $300 million revolving credit facility by its wholly-owned subsidiary, Orion. Pursuant to the terms of an Amended and Restated Agreement and Plan of Merger, dated as of May 17, 1996, by and among the Company, MPCA Merger Corp., a Delaware corporation and a wholly-owned subsidiary of the Company ("MPCA Mergerco"), Steven Stabler, Bradley Krevoy and MPCA, the Company acquired MPCA on July 2, 1996 when MPCA Mergerco merged with and into MPCA, with MPCA surviving such merger (the "MPCA Merger" and together with the Goldwyn Merger, the "Mergers"). In connection with the MPCA Merger, the Company (i) issued 1,577,643 shares of Common Stock on the closing date of the MPCA Merger to Messrs. Stabler and Krevoy, MPCA's sole stockholders, and (ii) paid such stockholders approximately $5 million in additional consideration, consisting of two promissory notes in the aggregate amount of approximately $4.9 million (of which approximately $3.7 million has been paid) and approximately 7,949 additional shares of Common Stock. MPCA continues its operations in the Company's Entertainment Group as a wholly-owned subsidiary of Orion. 2 The Company consummated a public offering of 18,400,000 shares (the "Shares") of Common Stock (including the complete exercise of the underwriter's overallotment option of 2,400,000 Shares) at $11.00 per Share. Proceeds of the Public Offering, net of the underwriters' discount of $.605 per Share, were $191.3 million, which proceeds were used to repay the Company's $28.8 million revolving credit facility with Chemical Bank and will be used to (i) finance the build-out of the Company's communications operations in Eastern Europe and other emerging markets; (ii) provide working capital for the Company; and (iii) finance future acquisitions. Finally, the Company's wholly-owned subsidiary, Orion, closed a $300 million senior secured credit facility (the "Credit Facility") on July 2, 1996 with a syndicate of lenders led by the Agent. Proceeds of the Credit Facility were used to refinance approximately $215 million of indebtedness of Orion, Goldwyn and MPCA, with the remainder to be used to fund the production, acquisition and distribution of motion picture and other entertainment product. Immediately following the consummation of the Mergers and the Public Offering, approximately 63,556,739 shares of Common Stock were outstanding. The acquisitions of Goldwyn and MPCA will each be accounted for in accordance with the purchase method of accounting. Item 7. FINANCIAL STATEMENTS AND EXHIBITS (a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED. The information with respect to Goldwyn required by this Item was previously reported in the Company's Registration Statement on Form S-3 (Registration No. 333-3353) declared effective by the Securities and Exchange Commission (the "Commission") on June 27, 1996 and, therefore, has been omitted from this Report in reliance on Instruction B.3 of Form 8-K. (b) PRO FORMA FINANCIAL INFORMATION. The information required by this Item with respect to the Goldwyn Merger was previously reported in the Company's Registration Statement on Form S-3 (Registration No. 333-03353) declared effective by the Commission on June 27, 1996 and, therefore, has been omitted from this Report in reliance on Instruction B.3 of Form 8-K. (c) EXHIBITS. The following exhibits to this Report and are filed herewith: Exhibit 99.1 Press release dated July 2, 1996 announcing the completion of the Goldwyn and MPCA acquisitions, and announcing the closing of the Company's equity offering and a $300 million credit facility. 3 SIGNATURES 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. (Registrant) By:/s/ ARNOLD L. WADLER ----------------------------- Arnold L. Wadler Senior Vice President, General Counsel and Secretary Dated: July 15, 1996 4 EXHIBIT INDEX METROMEDIA INTERNATIONAL GROUP, INC. Current Report on Form 8-K Dated July 2, 1996 EXHIBIT NO. DESCRIPTION 99.1 Press release dated July 2, 1996 announcing the completion of the Goldwyn and MPCA acquisitions, and announcing the closing of the Company's equity offering and a $300 million credit facility. 5 EX-99 2 EXHIBIT 99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Contact: Jennifer Hirshberg Capitoline/MS&L 202/467-3900 METROMEDIA INTERNATIONAL GROUP COMPLETES GOLDWYN, MPCA MERGERS; ANNOUNCES EQUITY OFFERING AND CREDIT FACILITY CLOSINGS (New York, NY, July 2, 1995) -- Metromedia International Group, Inc. (MIG) (AMEX:MMG) has consummated its mergers with The Samuel Goldwyn Company (AMEX:SG) and Motion Picture Corporation of America (MPCA), it was announced today. The Company also reported the closing of its public offering of common stock and the closing of a credit facility agreement for its Entertainment Group. The terms of the merger agreement provide for Goldwyn shareholders to receive 0.3335 shares of MIG common stock for each share of Goldwyn common stock. MIG will issue 3,122,972 shares to Goldwyn stockholders. At the same time the Goldwyn merger was closed, MIG consummated its previously announced acquisition of MPCA for consideration consisting of MIG stock and cash. MIG will issue 1,577,643 shares to MPCA stockholders. MIG also announced that its public offering of 18,400,000 shares of common stock, which includes the underwriter's over-allotment option, generating gross proceeds of $202.4 million. Proceeds of the offering will be used to finance the 6 build-out of communications operations in Eastern Europe and other emerging markets and for general corporate purposes, including the working capital needs of MIG and its subsidiaries, and for potential future acquisitions. Lastly, MIG reported today that its subsidiary, Orion Pictures Corporation, entered into a $300 million senior secured credit facility with a syndicate of lenders, led by Chemical Bank as agent. Proceeds of the loan will be used to refinance indebtedness of Orion, Goldwyn and MPCA and to fund the production, acquisition and distribution of motion picture and other entertainment product. "We are on target with our plans for building a global entertainment, media and communications company, through the Entertainment Group and the Communications Group" said John Kluge, Chairman of Metromedia International Group. "The combination of three production entities -- Orion, Goldwyn and MPCA -- gives MIG's Entertainment Group a wealth of production capabilities, and creates one of the largest libraries of film and television product in the U.S. And as our Communications Group grows its subscriber and customer bases by expanding service offerings in markets in which we currently hold licenses, as well as by penetrating new markets, we are positioned to capitalize on the rapidly evolving communications, entertainment and media industries in emerging markets worldwide." Metromedia International Group is a global entertainment, media and communications company whose primary operations are engaged in two businesses: the development, production, acquisition and worldwide distribution of motion pictures, television programming and pre-recorded video cassettes, through its Entertainment Group; and the development and operation of communications 7 businesses, including wireless cable television systems, wireless local loop telephone services, GSM telephone services, paging systems, an international toll calling service, Trunked Mobile Radio services and radio stations in Eastern Europe, the former Soviet Republics and other emerging markets, through its Communications Group. ##### This Communication shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. 8 -----END PRIVACY-ENHANCED MESSAGE-----