-----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, UW/4VyYt5F9kafSvvZ7MUVvDai7p9xMC6wWKWsyKuUgn0W1p0muDpLlmPIC+i1iY 8reJXJMnqnGlI3PIi4j1uQ== 0001182489-07-000998.txt : 20070910 0001182489-07-000998.hdr.sgml : 20070910 20070910185711 ACCESSION NUMBER: 0001182489-07-000998 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20070822 FILED AS OF DATE: 20070910 DATE AS OF CHANGE: 20070910 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: COHEN DAVID I CENTRAL INDEX KEY: 0000898361 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05706 FILM NUMBER: 071109720 BUSINESS ADDRESS: BUSINESS PHONE: (415) 421-2132 MAIL ADDRESS: STREET 1: C/O FARALLON CAPITAL MANAGEMENT, L.L.C. STREET 2: ONE MARITIME PLAZA, SUITE 2100 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Mittal Saurabh CENTRAL INDEX KEY: 0001318580 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05706 FILM NUMBER: 071109717 BUSINESS ADDRESS: BUSINESS PHONE: (704)333-9192 MAIL ADDRESS: STREET 1: C/O NOONDAY ASSET MANAGEMENT, L.P. STREET 2: 227 WEST TRADE STREET, SUITE 2140 CITY: CHARLOTTE STATE: NC ZIP: 28202 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Bane Lars E CENTRAL INDEX KEY: 0001372969 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05706 FILM NUMBER: 071109721 BUSINESS ADDRESS: BUSINESS PHONE: 011-44-207-747-8800 MAIL ADDRESS: STREET 1: C/O NOONDAY ASSET MANAGEMENT, LLP STREET 2: BURDETT HOUSE, 15-16, BUCKINGHAM STREET CITY: LONDON STATE: X0 ZIP: WC2N 6DU REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Giauque Nicolas CENTRAL INDEX KEY: 0001372970 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05706 FILM NUMBER: 071109719 BUSINESS ADDRESS: BUSINESS PHONE: 011-44-207-747-8800 MAIL ADDRESS: STREET 1: C/O NOONDAY ASSET MANAGEMENT, LLP STREET 2: BURDETT HOUSE, 15-16, BUCKINGHAM STREET CITY: LONDON STATE: X0 ZIP: WC2N 6DU REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Leone Davide CENTRAL INDEX KEY: 0001373249 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05706 FILM NUMBER: 071109718 BUSINESS ADDRESS: BUSINESS PHONE: 011-44-207-747-8800 MAIL ADDRESS: STREET 1: C/O NOONDAY ASSET MANAGEMENT, LLP STREET 2: BURDETT HOUSE, 15-16, BUCKINGHAM STREET CITY: LONDON STATE: X0 ZIP: WC2N 6DU ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Noonday Capital, L.L.C. CENTRAL INDEX KEY: 0001313249 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05706 FILM NUMBER: 071109724 BUSINESS ADDRESS: STREET 1: C/O NOONDAY ASSET MANAGEMENT, L.P. STREET 2: 227 WEST TRADE STREET, SUITE 2140 CITY: CHARLOTTE STATE: NC ZIP: 28202 BUSINESS PHONE: (704)333-9192 MAIL ADDRESS: STREET 1: C/O NOONDAY ASSET MANAGEMENT, L.P. STREET 2: 227 WEST TRADE STREET, SUITE 2140 CITY: CHARLOTTE STATE: NC ZIP: 28202 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Noonday Asset Management, L.P. CENTRAL INDEX KEY: 0001313250 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05706 FILM NUMBER: 071109725 BUSINESS ADDRESS: STREET 1: 227 WEST TRADE STREET, SUITE 2140 CITY: CHARLOTTE STATE: NC ZIP: 28202 BUSINESS PHONE: (704)333-9192 MAIL ADDRESS: STREET 1: 227 WEST TRADE STREET, SUITE 2140 CITY: CHARLOTTE STATE: NC ZIP: 28202 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Noonday G.P. (U.S.), L.L.C. CENTRAL INDEX KEY: 0001313251 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05706 FILM NUMBER: 071109723 BUSINESS ADDRESS: STREET 1: C/O NOONDAY ASSET MANAGEMENT, L.P. STREET 2: 227 WEST TRADE STREET, SUITE 2140 CITY: CHARLOTTE STATE: NC ZIP: 28202 BUSINESS PHONE: (704)333-9192 MAIL ADDRESS: STREET 1: C/O NOONDAY ASSET MANAGEMENT, L.P. STREET 2: 227 WEST TRADE STREET, SUITE 2140 CITY: CHARLOTTE STATE: NC ZIP: 28202 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Noonday Asset Management LLP CENTRAL INDEX KEY: 0001352914 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05706 FILM NUMBER: 071109722 BUSINESS ADDRESS: STREET 1: BURDETT HOUSE STREET 2: 15-16 BUCKINGHAM STREET CITY: LONDON STATE: X0 ZIP: WC2N6DU BUSINESS PHONE: (415)421-2132 MAIL ADDRESS: STREET 1: C/O FARALLON CAPITAL MANAGEMENT, L.L.C. STREET 2: ONE MARITIME PLAZA, SUITE 2100 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 4 1 edgar.xml FORM 4 - X0202 4 2007-08-22 0 0000039547 METROMEDIA INTERNATIONAL GROUP INC MTRM 0001313250 Noonday Asset Management, L.P. 227 WEST TRADE STREET SUITE 2140 CHARLOTTE NC 28202 0 0 1 1 Member of Group Owning 10% 0001313249 Noonday Capital, L.L.C. C/O NOONDAY ASSET MANAGEMENT, L.P. 227 WEST TRADE STREET SUITE 2140 CHARLOTTE NC 28202 0 0 1 1 Member of Group Owning 10% 0001313251 Noonday G.P. (U.S.), L.L.C. C/O NOONDAY ASSET MANAGEMENT, L.P. 227 WEST TRADE STREET SUITE 2140 CHARLOTTE NC 28202 0 0 1 1 Member of Group Owning 10% 0001352914 Noonday Asset Management LLP BURDETT HOUSE, 15-16 BUCKINGHAM STREET LONDON X0 WC2N 6DU UNITED KINGDOM 0 0 1 1 Member of Group Owning 10% 0001372969 Bane Lars E C/O NOONDAY ASSET MANAGEMENT LLP BURDETT HOUSE, 15-16, BUCKINGHAM STREET LONDON X0 WC2N 6DU UNITED KINGDOM 0 0 1 1 Member of Group Owning 10% 0000898361 COHEN DAVID I C/O NOONDAY ASSET MANAGEMENT, L.P. 227 WEST TRADE STREET, SUITE 2140 CHARLOTTE NC 28202 0 0 1 1 Member of Group Owning 10% 0001372970 Giauque Nicolas C/O NOONDAY ASSET MANAGEMENT LLP BURDETT HOUSE, 15-16, BUCKINGHAM STREET LONDON X0 WC2N 6DU UNITED KINGDOM 0 0 1 1 Member of Group Owning 10% 0001373249 Leone Davide C/O NOONDAY ASSET MANAGEMENT LLP BURDETT HOUSE, 15-16, BUCKINGHAM STREET LONDON X0 WC2N 6DU UNITED KINGDOM 0 0 1 1 Member of Group Owning 10% 0001318580 Mittal Saurabh C/O NOONDAY ASSET MANAGEMENT, L.P. 227 WEST TRADE STREET , SUITE 2140 CHARLOTTE NC 28202 0 0 1 1 Member of Group Owning 10% Common Stock, par value $0.01 per share 2007-08-22 4 J 0 298400 D 0 D Common Stock, par value $0.01 per share 2007-08-22 4 J 0 155000 D 0 D Common Stock, par value $0.01 per share 2007-08-22 4 J 0 11600 D 0 D Common Stock, par value $0.01 per share 2007-08-22 4 J 0 20800 D 0 D Common Stock, par value $0.01 per share 2007-08-22 4 J 0 4400 D 0 D Common Stock, par value $0.01 per share 2007-08-22 4 J 0 236500 D 0 D Common Stock, par value $0.01 per share 2007-08-22 4 J 0 19800 D 0 D Common Stock, par value $0.01 per share 0 I See Footnotes Common Stock, par value $0.01 per share 0 I See Footnotes Common Stock, par value $0.01 per share 2007-08-22 4 J 0 583500 D 0 I See Footnotes Common Stock, par value $0.01 per share 0 I See Footnotes The entities and individuals identified in the footnotes of this Form 4 may be deemed members of a group holding equity securities of the Issuer. The filing of this Form 4 and any statements included herein shall not be deemed to be an admission that such entities and individuals are members of such group. Since the number of reporting persons that may be listed on a Form 4 is limited, the entities and individuals listed in the footnotes of this Form 4 that are not reporting persons on this Form 4 are filing three additional Form 4s on the same date as the filing of this Form 4 as reporting persons with respect to the securities described in this Form 4 (the "Parallel Form 4s"). Although certain of the entities and individuals identified in the footnotes of this Form 4 are not reporting persons, information regarding them is included on this Form 4 for purposes of clarification and convenience only. Such information is duplicative of the information reported by them in the Parallel Form 4s. The amount of securities shown in this row is owned directly by Farallon Capital Partners, L.P. ("FCP"). The amount of securities shown in this row is owned directly by Farallon Capital Institutional Partners, L.P. ("FCIP"). The amount of securities shown in this row is owned directly by Farallon Capital Institutional Partners II, L.P. ("FCIP II"). The amount of securities shown in this row is owned directly by Farallon Capital Institutional Partners III, L.P. ("FCIP III"). The amount of securities shown in this row is owned directly by Tinicum Partners, L.P. ("Tinicum"). The amount of securities shown in this row is owned directly by Farallon Capital Offshore Investors II, L.P. ("FCOI II", and together with FCP, FCIP, FCIP II, FCIP III and Tinicum, the "Farallon Funds"). The amount of securities shown in this row is owned directly by Noonday Capital Partners, L.L.C. ("NCP", and together with the Farallon Funds, the "Funds"). The amount of securities shown in this row is owned directly by the Funds and the Managed Accounts (as defined below). Effective as of January 1, 2005, each of Noonday G.P. (U.S.), L.L.C. (the "First Noonday US Sub-adviser"), Noonday Asset Management, L.P. (the "Second Noonday US Sub-adviser") and Noonday Asset Management LLP (the "Noonday UK Sub-adviser", and together with the First Noonday US Sub-adviser and the Second Noonday US Sub-adviser, the "Noonday Sub-adviser Entities") entered into an investment subadvisory agreement with FPLLC and FCMLLC (each as defined below), under which the Noonday Sub-adviser Entities are granted investment authority over certain securities and instruments owned by the Funds and the Managed Accounts, including the securities reported herein. Each of the Noonday Sub-adviser Entities, as a sub-investment adviser to the Funds and the Managed Accounts, may be deemed to be the beneficial owner of the Issuer's securities held by the Funds and the Managed Accounts. As the general partner to the Second Noonday US Sub-adviser, Noonday Capital, L.L.C. (the "Noonday US General Partner") may be deemed to be the beneficial owner of the Issuer's securities held by the Funds and the Managed Accounts. Each of David I. Cohen ("Cohen"), Andrew J. M. Spokes ("Spokes") and Saurabh K. Mittal ("Mittal", and together with Cohen and Spokes, the "Noonday US Managing Members"), as managing members of both the First Noonday US Sub-adviser and the Noonday US General Partner, and each of Nicolas Giauque ("Giauque"), Lars E. Bane ("Bane") and Davide Leone ("Leone", and together with Giauque and Bane, the "Noonday UK Managing Members"), as managing members of the Noonday UK Sub-adviser may be deemed to be the beneficial owner of the Issuer's securities held by each of the Funds as referenced in footnotes (3) through (9) of this Form 4 and by the Managed Accounts as referenced in footnote (16) of this Form 4. The Noonday Sub-adviser Entities, the Noonday US General Partner, the Noonday US Managing Members and the Noonday UK Managing Members hereby disclaim any beneficial ownership of any of the Issuer's securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Act"), or otherwise, except as to securities representing the Noonday US General Partner's pro rata interest in, and interest in the profits of, the Second Noonday US Sub-adviser. The amount of securities shown in this row is owned directly by the Funds. Farallon Partners, L.L.C. ("FPLLC"), as the general partner of each of the Farallon Funds, and the managing member of NCP, may be deemed to be the beneficial owner of the Issuer's securities held by each of the Funds. FPLLC disclaims any beneficial ownership of any of the Issuer's securities reported or noted herein for purposes of Rule 16a-1(a) under the Act or otherwise, except as to securities representing its pro rata interest in, and interest in the profits of, the Farallon Funds. The amount of securities shown in this row is owned directly by certain discretionary accounts (the "Managed Accounts") managed by Farallon Capital Management, L.L.C. ("FCMLLC"). FCMLLC, as the registered investment adviser to such discretionary accounts, may be deemed to be the beneficial owner of the Issuer's securities held by such discretionary accounts. FCMLLC disclaims any beneficial ownership of any of the Issuer's securities reported herein for purposes of Rule 16a-1(a) under the Act or otherwise. The aggregate amount of securities shown in this row is owned directly by the Funds and the Managed Accounts. Each of Chun Ding, William Duhamel, Richard Fried, Monica R. Landry, Douglas MacMahon, William Mellin, Stephen Millham, Jason Moment, Ashish Pant, Rajiv Patel, Derek Schrier, Andrew Spokes and Mark Wehrly (collectively, the " Farallon Managing Members") and Thomas Steyer (the "Farallon Senior Managing Member"), as either a Managing Member or a Senior Managing Member of FPLLC and FCMLLC, may be deemed to be a beneficial owner of the Issuer's securities held by each of the Funds as referenced in footnotes (3) through (9) of this Form 4 and by the Managed Accounts as referenced in footnote (16) of this Form 4. The Farallon Managing Members and the Farallon Senior Managing Member disclaim any beneficial ownership of any of the Issuer's securities reported or excluded herein for purposes of Rule 16a-1(a) under the Act or otherwise. Pursuant to the merger of CaucusCom Mergerco Corp. ("Merger Sub") with and into Metromedia International Group, Inc. ("Metromedia") effected on August 22, 2007 pursuant to the Agreement and Plan of Merger, dated July 17, 2007, by and among Metromedia, CaucusCom Ventures L.P. and Merger Sub, each share of common stock of Metromedia outstanding immediately prior to the effective time of the Merger (other than shares held by Metromedia, Merger Sub or any affiliate of Merger Sub and shares as to which appraisal rights are perfected under Delaware law) was converted into the right to receive $1.80 per share in cash. The reporting persons reserve all rights to demand appraisal rights with respect to the shares of Common Stock of Metromedia reported herein and nothing in this Form 4 or the Parallel Form 4s shall be deemed a waiver of any such right. /s/ Monica R. Landry as attorney-in-fact and/or authorized signer for each of Noonday Asset Management, L.P., Noonday Capital, L.L.C., Noonday G.P. (U.S.), L.L.C. and Noonday Asset Management LLP 2007-09-10 /s/ Monica R. Landry as attorney-in-fact and/or authorized signer for Lars E. Bane, David I. Cohen, Nicolas Giauque, Davide Leone and Saurabh K. Mittal 2007-09-10 . 2007-09-10 . 2007-09-10 . 2007-09-10 . 2007-09-10 . 2007-09-10 . 2007-09-10 . 2007-09-10 -----END PRIVACY-ENHANCED MESSAGE-----