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): NOVEMBER 28, 1995
METROMEDIA INTERNATIONAL GROUP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-5706 58-0971455
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) 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
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Item 5. OTHER EVENTS
On November 28, 1995, Metromedia International Group, Inc. (the
"Company"), reached an agreement in principle to acquire Motion Picture
Corporation of America ("MPCA") in its entirety (the "Proposed MPCA
Transaction"). The purchase price will be up to approximately $32.5
million, consisting of the common stock of the Company and cash. MPCA
will become a subsidiary of the Company. Bradley R. Krevoy and Steven
Stabler will serve as co-presidents of MPCA and Jeffrey Ivers will serve
as MPCA's Chief Financial Officer.
MPCA is an entertainment company which produces and distributes
independent feature films and television properties. MPCA has a library
of 40 films and recently launched an interactive CD-Rom video division.
MPCA also acquires theatrical rights for the films produced by others and
distributes these films.
The consummation of the Proposed MPCA Transaction is subject,
among other things, to the successful negotiation and execution of
definitive agreements, approval of the Proposed MPCA Transaction by the
Board of Directors of the Company, the completion of a satisfactory due
diligence investigation of MPCA by the Company, the receipt of all
required consents and regulatory approvals, including the lapse or early
termination of the applicable waiting period
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under Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the
"HSR Act"), and other customary conditions.
A press release describing the Proposed MPCA Transaction is
filed with this Report as Exhibit 99.2.
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Item 7. FINANCIAL STATEMENTS, PRO FORMA
FINANCIAL INFORMATION AND EXHIBITS
(c) The following are exhibits to this Report and are filed
herewith:
Exhibit 99.1 Letter of Intent dated November 17, 1995, among
Metromedia International Group, Inc., Bradley R.
Krevoy and Steven Stabler relating to the
proposed acquisition of Motion Picture
Corporation of America.
Exhibit 99.2 Press Release relating to the proposed
acquisition of Motion Picture Corporation of
America.
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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
and General Counsel
Dated: December 8, 1995
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EXHIBIT INDEX
METROMEDIA INTERNATIONAL GROUP, INC.
Current Report on Form 8-K
Dated November 28, 1995
EXHIBIT NO. DESCRIPTION
99.1 Letter of Intent dated November 17, 1995 among
Metromedia International Group, Inc., Bradley R.
Krevoy and Steven Stabler relating to the proposed
acquisition of Motion Picture Corporation of America.
99.2 Press Release relating to the proposed acquisition of
Motion Picture Corporation of America.
EXHIBIT 99.1
METROMEDIA INTERNATIONAL GROUP, INC.
945 EAST PACES FERRY ROAD
SUITE 2210
ATLANTA, GEORGIA 30326
November 17, 1995
Motion Picture Corporation of America
1401 Ocean Avenue
Suite 301
Santa Monica, California 90401
Attn: Mr. Bradley R. Krevoy
Mr. Steven Stabler
Dear Brad and Steve:
This letter sets forth our understanding with respect to a
contemplated transaction (the "Proposed Transaction") among Metromedia
International Group, Inc., a Delaware corporation ("Metromedia"), Orion
Pictures Corporation, a Delaware corporation ("Orion"), and Motion
Picture Corporation of America ("MPCA"), and Bradley R. Krevoy ("Krevoy")
and Steven Stabler ("Stabler") (collectively, the "Sellers") with respect
to the acquisition by Orion of MPCA and its affiliated companies.
1. THE PROPOSED TRANSACTION. The Proposed Transaction will
have the principal terms set forth on Exhibit A hereto, but does not
include all of the terms and conditions upon which the Proposed
Transaction can be consummated.
2. CONDITIONS. Consummation of the Proposed Transaction is
subject to the following conditions: (i) execution and delivery of
definitive agreements providing for the Proposed Transaction containing
representations, warrants, covenants and closing conditions which are
mutually acceptable to the parties hereto, (ii) approval of the proposed
Transaction by the Boards of Directors of Orion and Metromedia, (iii)
satisfaction by Orion and Metromedia of its legal, accounting and
financial due diligence review of MPCA and its affiliated companies;
(iv) each Seller shall have entered into an employment and a non-
competition agreement with Metromedia; and (v) receipt of all requisite
regulatory approvals, including approval with respect to the Hart-Scott-
Rodino Antitrust Improvements Act of 1976, as amended.
3. EXCLUSIVITY PERIOD. From the execution of this Letter
Agreement until the termination hereof, in consideration of the time and
expense incurred by Metromedia
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in reviewing the business of MPCA, the Sellers agree to discuss and negotiate
the Proposed Transaction exclusively and in good faith with Metromedia and the
Sellers further agree that they will not initiate, solicit or encourage any
discussions with any third party with a view towards a sale, merger or other
business combination involving MPCA and any such third party, without the
express consent of Metromedia.
4. If the Sellers either (a) fail to comply in good faith
with the terms and conditions hereof and consummate a Third Party
Transaction on or before 180 days from the date of this letter, or
(b) breach the exclusivity provisions set forth in section 3 hereof,
Metromedia will be entitled to a "break-up" fee of $5,000,000 provided
that Metromedia has acted in good faith.
5. PRESS RELEASE. Promptly after the execution and delivery
of this letter by the parties hereto, MPCA and Metromedia shall issue a
joint press release agreed upon by such parties. Thereafter, except as
may be required by applicable law or pursuant to the rules and
regulations of the American Stock Exchange, neither MPCA, Krevoy, Stabler
nor Metromedia shall, and shall cause their respective affiliates and
representatives not to, issue or cause the publication of any press
release or other announcement with respect to the Proposed Transaction
without the consent of the other party hereto.
6. EXPENSES. Each of the parties hereto agrees that whether
or not the Proposed Transaction is consummated, each party will pay its
own costs and expenses incurred in connection with the Proposed
Transaction.
7. GOVERNING LAW. This letter shall be governed by the laws
of the State of New York without regard to the conflict of laws
principles thereof.
8. NON-BINDING LETTER. This letter merely constitutes our
current understanding of the Proposed Transaction but, except as set
forth in the last sentence of this paragraph, shall not be binding upon
the parties, nor shall it impose any obligations on the parties. Except
as set forth in the last sentence of this paragraph, no binding
obligation with respect to the Proposed Transaction will result unless
the definitive agreements are executed and delivered by the parties.
Notwithstanding the foregoing, paragraphs 3, 4, 5, 6 and 7 above and this
paragraph shall constitute the legal, valid and binding obligation of the
parties.
9. TERMINATION. This letter shall terminate upon the
earliest of the execution and delivery of definite agreements providing
for the Proposed Transaction, 90 days from the date hereof or mutual
agreement of the parties.
If this letter correctly sets forth our understanding, please
so acknowledge by signing in the space indicated below and returning the
enclosed copy of this letter.
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Very truly yours,
METROMEDIA INTERNATIONAL GROUP, INC.
By: /S/ ARNOLD L. WADLER
---------------------------
Name: Arnold L. Wadler
ORION PICTURES CORPORATION
By: /S/ SILVIA KESSEL
-------------------------
Name: Silvia Kessel
MOTION PICTURE CORPORATION OF AMERICA
By: /S/ BRADLEY R. KREVOY
----------------------------
Name: Bradley R. Krevoy
/S/ BRADLEY R. KREVOY
-------------------------
Bradley R. Krevoy
/S/ STEVEN STABLER
-------------------------
Steven Stabler
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EXHIBIT A
Acquisition of MPCA Metromedia International
Common Stock and Cash Group, Inc. ("Metromedia") and
Motion Picture Corporation of
America ("MPCA") and Bradley
R. Krevoy ("Krevoy") and
Steven Stabler ("Stabler")
(collectively, the "Sellers")
will enter into an agreement
which will ultimately provide
for an exchange by the Sellers
of their shares of MPCA common
stock for shares of Metromedia
International Group, Inc.
("Metromedia") common stock
and cash as described below.
It is the parties' intention
to effect the exchange of MPCA
common stock for Metromedia
common stock pursuant to a
transaction which will qualify
as a "reorganization" within
the meaning of section 368 of
the Internal Revenue Code of
1986, as amended.
Consideration The Sellers will be entitled
to receive an aggregate
purchase price of Thirty-Two
Million Five Hundred Thousand
and 00/100 Dollars
($32,500,000) payable in cash
and stock as follows: (i) up
to Five Million and 00/100
Dollars ($5,000,000) (the
"Debt") in cash and (ii) each
share of MPCA common stock
will be converted into the
right to receive that number
of shares equal to Y divided
by 18, where "Y" is defined as
Thirty-Two Million Five
Hundred Thousand and 00/100
Dollars ($32,500,000) less the
Debt.
Exhibit 99.2
FOR IMMEDIATE RELEASE Contact: Jennefer Hirshberg
Capitoline/MS&L
202/467-3905
METROMEDIA INTERNATIONAL GROUP TO
ACQUIRE MOTION PICTURE CORPORATION OF AMERICA
ATLANTA, Nov. 27, 1995 -- Metromedia International Group, Inc.
(MIGI) (AMEX:MMG) and its wholly-owned subsidiary, Orion Pictures
Corporation, today announced that they have signed a letter of intent
with Motion Picture Corporation of America (MPCA) to acquire MPCA in its
entirety. The purchase price is valued at approximately $32.5 million,
consisting of MIGI stock and cash.
MPCA is an entertainment company which produces and distributes
independent feature films and television properties. Its most recent
commercial success is, "Dumb and Dumber" which has grossed nearly $250
million worldwide. MPCA has a library of 40 films and a recently
launched interactive CD-ROM video division. MPCA also acquires
theatrical rights for films produced by others and distributes these
films.
John Kluge, chairman of MIGI, said, "Motion Picture Corporation
of America will be an extremely important asset to our entertainment
operations and to the overall growth of MIGI. MPCA will provide some
additional motion picture product to our pipeline for release our Orion's
existing distribution network, as well as enhance the value of our film
library."
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Consummation of the transaction remains subject to customary
closing conditions including the execution of definitive documentation,
board approval of Metromedia, the lapse or early termination of the
applicable waiting period under Hart-Scott-Rodino, as amended and the
satisfaction by Metromedia of its due diligence review of MPCA.
MPCA will become a subsidiary of MIGI. Messrs. Krevoy and
Stabler will serve as co-presidents of MPCA and Jeffrey Ivers will
continue as MPCA's chief financial officer.
Metromedia International Group is an international
communications, media and entertainment company. Its core businesses are
Metromedia International Telecommunications, Inc., a company which
operates communications and media businesses in Eastern Europe and former
Soviet Republics, and Orion Pictures Corporation, a film production and
distribution company with a film library of more than 1,000 titles.
Metromedia International Group also owns Snapper, Inc. which manufactures
and sells lawn and garden equipment. The company also owns approximately
39% of the outstanding shares of Roadmaster Industries, Inc. (NYSE:RDM),
a leading sporting goods manufacturer.
