UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
METROMEDIA INTERNATIONAL GROUP, INC.
(Name of Issuer)
Common Stock, $1.00 Par Value
(Title of Class of Securities)
591695-10-1
(CUSIP Number)
ARNOLD L. WADLER
Senior Vice President, Secretary & General Counsel,
Metromedia Company
One Meadowlands Plaza, East Rutherford, New Jersey 07073-2137
Tel. No.: (201) 531-8000
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
WITH COPY TO:
JAMES M. DUBIN, ESQ.
Paul, Weiss, Rifkind, Wharton & Garrison
1285 Avenue of the Americas
New York, New York 10019-6064
Tel. No.: (212) 373-3000
November 1, 1995
(Date of Event which Requires Filing of
this Statement)
If the filing person has previously filed a statement on Schedule 13D to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box ___.
Check the following box if a fee is being paid with the statement X (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) 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).
<PAGE>
SCHEDULE 13D
CUSIP NO. 591695-10-1 Page 2 of 20 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
METROMEDIA COMPANY
62-1293303
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B)
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO (See Item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING
POWER
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
15,252,128, including 4,111,624 shares owned
directly and 11,140,504 shares that may be
deemed beneficially owned through membership
in a group
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE
POWER
15,252,128, including 4,111,624 shares owned
directly and 11,140,504 shares that may be
deemed beneficially owned through membership
in a group
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,252,128, including 4,111,624 shares owned directly and
11,140,504 shares that may be deemed beneficially owned
through membership in a group
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.9%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP NO. 591695-10-1 Page 3 of 20 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JOHN W. KLUGE
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B)
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO (See Item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
7 SOLE VOTING POWER
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
15,252,128 shares, including 4,111,624 shares
beneficially owned through Metromedia Company,
2,884,577 shares beneficially owned through Met
International, Inc., 4,426,249 shares beneficially
owned through Met Telcell, Inc., 993,005 shares
beneficially owned through MetProductions,
Inc., 2,605,448 shares beneficially owned through
a trust and 231,225 shares that may be deemed
beneficially owned through membership in a group
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
15,252,128 shares, including 4,111,624 shares
beneficially owned through Metromedia Company,
2,884,577 shares beneficially owned through Met
International, Inc., 4,426,249 shares beneficially
owned through Met Telcell, Inc., 993,005 shares
beneficially owned through MetProductions, Inc.,
2,605,448 shares beneficially owned through a
trust and 231,225 shares that may be deemed
beneficially owned through membership in a group
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,252,128 shares, including 4,111,624 shares beneficially
owned through Metromedia Company, 2,884,577 hares beneficially
owned through Met International, Inc., 4,426,249 shares
beneficially owned through Met Telcell, Inc., 993,005 shares
beneficially owned through MetProductions, Inc., 2,605,448 shares
beneficially owned through a trust and 231,225 shares that may
be deemed beneficially owned through membership in a group
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.9%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP NO. 591695-10-1 Page 4 of 20 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
STUART SUBOTNICK
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B)
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO (See Item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
7 SOLE VOTING
POWER
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
15,252,128 shares, including 4,111,624 shares
beneficially owned through Metromedia Company,
2,884,577 shares beneficially owned through Met
International, Inc., 4,426,249 shares beneficially
owned through Met Telcell, Inc., 993,005 shares
beneficially owned through MetProductions,
Inc., 231,225 shares owned in joint tenancy and
2,605,448 shares that may be deemed beneficially
owned through membership in a group
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
15,252,128 shares, including 4,111,624 shares
beneficially owned through Metromedia Company,
2,884,577 shares beneficially owned through Met
International, Inc., 4,426,249 shares beneficially
owned through Met Telcell, Inc., 993,005 shares
beneficially owned through MetProductions, Inc.,
231,225 shares owned in joint tenancy and 2,605,448
shares that may be deemed beneficially owned through
membership in a group
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,252,128 shares, including 4,111,624 shares beneficially owned
through Metromedia Company, 2,884,577 shares beneficially owned
through Met International, Inc., 4,426,249 shares beneficially
owned through Met Telcell, Inc., 993,005 shares beneficially
owned through MetProductions, Inc., 231,225 shares owned in
joint tenancy and 2,605,448 shares that may be deemed
beneficially owned through membership in a group
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.9%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP NO. 591695-10-1 Page 5 of 20 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Met International, Inc.
22-3262233
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B)
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO (See Item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
15,252,128, including 2,884,577 shares owned
directly and 12,367,551 shares that may be
deemed beneficially owned through membership
in a group
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
15,252,128, including 2,884,577 shares owned
directly and 12,367,551 shares that may be
deemed beneficially owned through membership
in a group
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,252,128, including 2,884,577 shares owned directly and
12,367,551 shares that may be deemed beneficially owned
through membership in a group
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.9%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
SCHEDULE 13D
CUSIP NO. 591695-10-1 Page 6 of 20 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Met Telcell, Inc.
13-3586875
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B)
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO (See Item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
15,252,128, including 4,426,249 shares owned
directly and 10,825,879 shares that may be
deemed beneficially owned through membership
in a group
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
15,252,128, including 4,426,249 shares owned
directly and 10,825,879 shares that may be
deemed beneficially owned through membership
in a group
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,252,128, including 4,426,249 shares owned directly and
10,825,879 shares that may be deemed beneficially owned
through membership in a group
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.9%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
SCHEDULE 13D
CUSIP NO. 591695-10-1 Page 7 of 20 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MetProductions, Inc.
22-3234560
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B)
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO (See Item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
15,252,128, including 993,005 shares owned
directly and 14,259,123 shares that may be
deemed beneficially owned through membership
in a group
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
15,252,128, including 993,005 shares owned
directly and 14,259,123 shares that may be
deemed beneficially owned through membership
in a group
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,252,128, including 993,005 shares owned directly and
14,259,123 shares that may be deemed beneficially owned
through membership in a group
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.9%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
Page 8 of 20 Pages
ITEM 1. SECURITY AND ISSUER.
This statement relates to the common stock, par value $1.00 per
share (the "Common Stock"), of Metromedia International Group,
Inc. ("MIG"). Its principal executive offices are at 945 East
Paces Ferry Road, Atlanta, Georgia 30326.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is being filed by Metromedia Company
("Metromedia"), John W. Kluge, Stuart Subotnick, Met
International, Inc. ("Met International"), Met Telcell, Inc.
("Met Telcell") and MetProductions, Inc. ("MetProductions")
(collectively, the "Filing Persons").
METROMEDIA
Metromedia is a Delaware general partnership in which John W.
Kluge through a trust beneficially owns a general partnership
interest and Stuart Subotnick beneficially owns a general
partnership interest. Mr. Kluge and Mr. Subotnick are the sole
general partners of Metromedia. Mr. Kluge is the Chairman,
President and Chief Executive Officer of Metromedia and Mr.
Subotnick is the Executive Vice President of Metromedia. The
principal businesses of Metromedia and its affiliates include
telecommunications, computerized painting, hospitality and
entertainment. The address of its principal business and its
principal office address are One Meadowlands Plaza, East
Rutherford, New Jersey 07073. Annex A to this statement is a
listing of the name, the business address, and present principal
occupation or employment of each executive officer of Metromedia
and the name, principal business and address of any corporation
or other organization in which such employment is conducted.
Messrs. Kluge and Subotnick are the controlling persons of
Metromedia. None of the persons named above or on Annex A has,
during the past five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors)
or been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
MET INTERNATIONAL
Met International is a Delaware corporation owned solely by
Messrs. Kluge and Subotnick. Mr. Kluge is the Chairman,
President, and Chief Executive Officer of Met International and
Mr. Subotnick is the Executive Vice President of Met
International. Messrs. Kluge and
<PAGE>
Page 9 of 20 Pages
Subotnick hold 2,884,577 shares of Common Stock through Met
International. Met International conducts no business other
than holding such shares of stock of the Issuer. The address
of its principal business and its principal office address
are c/o Metromedia Company, One Meadowlands Plaza, East
Rutherford, New Jersey 07073. Annex A to this statement
is a listing of the name, the business address, and
present principal occupation or employment of each executive
officer of Met International and the name, principal business and
address of any corporation or other organization in which such
employment is conducted. Messrs. Kluge and Subotnick are the
controlling persons of Met International. None of the persons
named above or on Annex A has, during the past five years, been
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) or been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction and
as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such
laws.
MET TELCELL
Met Telcell is a Delaware corporation owned solely by Messrs.
Kluge and Subotnick. Mr. Kluge is the Chairman, President, and
Chief Executive Officer of Met Telcell and Mr. Subotnick is the
Executive Vice President of Met Telcell. Messrs. Kluge and
Subotnick hold 4,426,249 shares of Common Stock through Met
Telcell. Met Telcell conducts no business other than holding
such shares of stock of the Issuer. The address of its principal
business and its principal office address are c/o Metromedia
Company, One Meadowlands Plaza, East Rutherford, New Jersey
07073. Annex A to this statement is a listing of the name, the
business address, and present principal occupation or employment
of each executive officer of Met Telcell and the name, principal
business and address of any corporation or other organization in
which such employment is conducted. Messrs. Kluge and Subotnick
are the controlling persons of Met Telcell. None of the persons
named above or on Annex A has, during the past five years, been
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) or been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction and
as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such
laws.
<PAGE>
Page 10 of 20 Pages
METPRODUCTIONS
MetProductions is a Delaware corporation owned solely by Messrs.
Kluge and Subotnick. Mr. Kluge is the Chairman, President, and
Chief Executive Officer of Met Telcell and Mr. Subotnick is the
Executive Vice President of Met Telcell. Messrs. Kluge and
Subotnick hold 993,005 shares of Common Stock through
MetProductions. In addition to holding such shares of stock of
the Issuer, MetProductions is engaged in the production and
finance of motion pictures. The address of its principal
business and its principal office address are c/o Metromedia
Company, One Meadowlands Plaza, East Rutherford, New Jersey
07073. Annex A to this statement is a listing of the name, the
business address, and present principal occupation or employment
of each executive officer of MetProductions and the name,
principal business and address of any corporation or other
organization in which such employment is conducted. Messrs.
Kluge and Subotnick are the controlling persons of
MetProductions. None of the persons named above or on Annex A
has, during the past five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors)
or been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
JOHN W. KLUGE
The business address of John W. Kluge is c/o Metromedia Company,
One Meadowlands Plaza, East Rutherford, NJ 07073-2137. His
principal occupation Chairman, President and Chief Executive
Officer of Metromedia. He has not, during the past five years,
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to
such laws. He is a citizen of the United States of America.
STUART SUBOTNICK
The business address of Stuart Subotnick is c/o Metromedia
Company, One Meadowlands Plaza, East Rutherford, NJ 07073-2137.
His principal occupation is Executive Vice President of
Metromedia. He has not, during the past five years, been
convicted in a criminal proceeding (excluding traffic violations or
<PAGE>
Page 11 of 20 Pages
similar misdemeanors) or been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction and
as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such
laws. He is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
METROMEDIA
The consideration used in acquiring the Common Stock was
7,195,325 shares of the common stock, par value $.25 per share,
of Orion Pictures Corporation ("Orion"), which were exchanged for
4,111,624 shares of Common Stock pursuant to an Amended and
Restated Agreement and Plan of Merger, dated as of September 27,
1995 (the "Merger Agreement"), among The Actava Group Inc.,
Orion, MCEG Sterling Incorporated ("Sterling"), Metromedia
International Telecommunications, Inc. ("MITI"), OPC Merger Corp.
and MITI Merger Corp.
MET INTERNATIONAL
The consideration used in acquiring the Common Stock was (i)
62,578 shares of the common stock, par value $.001 per share, of
MITI, which were exchanged for 347,268 shares of Common Stock
pursuant to the Merger Agreement, and (ii) the contribution of
$26,641,745.57 of indebtedness, which was exchanged for 2,537,309
shares of Common Stock pursuant to a Contribution Agreement dated
as of November 1, 1995, among Met International, MetProductions
and the Issuer.
MET TELCELL
The consideration used in acquiring the Common Stock was 797,613
shares of the common stock of MITI, which were exchanged for
4,426,249 shares of Common Stock pursuant to the terms of the
Merger Agreement.
METPRODUCTIONS
The consideration used in acquiring the Common Stock was the
contribution of $10,426,558 of indebtedness, which was exchanged
for 993,005 shares of Common Stock pursuant to a Contribution
Agreement dated as of November 1, 1995, among Met International,
MetProductions and the Issuer.
JOHN W. KLUGE
The consideration used in acquiring the Common Stock was (i)
4,020,000 shares of the common stock of Orion, which were
exchanged for 2,297,148 shares of Common
<PAGE>
Page 12 of 20 Pages
Stock, and (ii) 55,556 shares of the common stock of MITI, which
were exchanged for 308,300 shares of Common Stock, each pursuant
to the terms of the Merger Agreement.
STUART SUBOTNICK
The consideration used in acquiring the Common Stock was 41,667
shares of the common stock of MITI, which were exchanged for
231,225 shares of Common Stock pursuant to the terms of the
Merger Agreement.
ITEM 4. PURPOSE OF TRANSACTION.
Shares of Common Stock (the "Shares") were acquired pursuant to a
series of related mergers (the "Mergers") consummated on November
1, 1995, which occurred pursuant to the Merger Agreement.
Pursuant to the Merger Agreement, Orion and MITI merged into
newly formed subsidiaries of Actava and Sterling merged into
Actava. Actava was renamed "Metromedia International Group,
Inc." in connection with the Mergers. Prior to the Mergers,
Messrs. Kluge and Subotnick were the beneficial owners, directly
and indirectly, of over a majority of the outstanding shares of
Orion's common stock and MITI's common stock. After giving
effect to the Mergers, Messrs. Kluge and Subotnick beneficially
own approximately 35.9% of the Issuer. In addition, Metromedia,
through its control of Orion, designated six of the ten members
of the Issuer's initial Board of Directors. Certain officers of
Metromedia also serve as officers of the Issuer.
In the ordinary course of their business, the Filing Persons from
time to time acquire or divest themselves of significant or
controlling interests in various companies. The purpose of
acquiring a significant or controlling interest in such
companies, including the Issuer, is to enhance the value of the
company as an investment. From time to time the Filing Persons
review the performance of their investments and consider possible
strategies for enhancing value. As part of their ongoing review
of their investment in the Shares, the Filing Persons are
currently exploring and may explore from time to time in the
future a variety of alternatives, including, without limitation:
(a) the acquisition of additional securities of the Issuer or the
disposition of securities of the Issuer; (b) an extraordinary
corporate transaction, such as a merger, reorganization or
liquidation, involving the Issuer or any of its subsidiaries; (c)
a sale or transfer of a material amount of the assets of the
Issuer or any of its subsidiaries; (d) a change in the present
Board of Directors or management of the Issuer; (e) a material
change in the present capitalization or dividend policy of the
Issuer; (f) other material changes in the Issuer's business or
corporate structure; (g) causing a class of securities of the
Issuer to be delisted from a
<PAGE>
Page 13 of 20 Pages
national securities exchange or to cease to be authorized
to be quoted in an inter-dealer quotation system of
a registered national securities association; (h) causing
a class of equity securities of the Issuer to become
eligible for termination of registration pursuant to Section
12(g)(4) of the Securities Exchange Act of 1934, as amended; and
(i) other actions similar to any of those enumerated above.
There is no assurance that the Filing Persons will develop any
plans or proposals with respect to any of the foregoing matters.
Any alternatives which the Filing Persons may pursue will depend
upon a variety of factors, including, without limitation, current
and anticipated future trading prices for the Shares, the
financial condition, results of operations and prospects of the
Issuer and general economic, financial market and industry
conditions.
Pursuant to the Merger Agreement, each of Actava, Orion, Sterling
and MITI has agreed to use its best efforts to have the Board of
Directors of the Issuer, consistent with the fiduciary duties of
the directors under Delaware law, consider and adopt a
stockholder rights plan within thirty days of November 1, 1995.
Although the specific terms of such rights plan have not been
determined, it is expected that such rights plan will cause
substantial dilution to a person or group that attempts to
acquire the Issuer on terms not approved by the Issuer's Board of
Directors. Such rights plan may have an anti-takeover effect.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)
METROMEDIA
Metromedia is the direct owner of 4,111,624 shares of Common
Stock and may be deemed the beneficial owner of an additional
11,140,504 shares of Common Stock through its membership in a
group of entities under the common ownership and control of
Messrs. Kluge and Subotnick, for a total of 15,252,128 shares of
Common Stock, representing 35.9% of the outstanding shares of
Common Stock.
MET INTERNATIONAL
Met International is the direct owner of 2,884,577 shares of
Common Stock and may be deemed the beneficial owner of an
additional 12,367,551 shares of Common Stock through its
membership in a group of entities under the common ownership and
control of Messrs. Kluge and Subotnick, for a total of 15,252,128
shares of Common Stock, representing 35.9% of the outstanding
shares of Common Stock.
<PAGE>
Page 14 of 20 Pages
MET TELCELL
Met Telcell is the direct owner of 4,426,249 shares of Common
Stock and may be deemed the beneficial owner of an additional
10,825,879 shares of Common Stock through its membership in a
group of entities under the common ownership and control of
Messrs. Kluge and Subotnick, for a total of 15,252,128 shares of
Common Stock, representing 35.9% of the outstanding shares of
Common Stock.
METPRODUCTIONS
MetProductions is the direct owner of 993,005 shares of Common
Stock and may be deemed the beneficial owner of an additional
14,259,123 shares of Common Stock through its membership in a
group of entities under the common ownership and control of
Messrs. Kluge and Subotnick, for a total of 15,252,128 shares of
Common Stock, representing 35.9% of the outstanding shares of
Common Stock.
JOHN W. KLUGE
Mr. Kluge is the beneficial owner of 15,252,128 shares of Common
Stock, which figure includes 4,111,624 shares owned by
Metromedia, 2,884,577 shares owned by Met International,
4,426,249 shares owned by Met Telcell, 993,005 shares owned by
MetProductions, Inc., 2,605,448 shares owned by a trust
affiliated with Mr. Kluge (the "Trust") and 231,225 shares owned
by Mr. Subotnick in joint tenancy, of which he may be deemed a
beneficial owner by virtue of his membership in a group with Mr.
Subotnick. This amount constitutes 35.9% of the outstanding
shares of Common Stock.
STUART SUBOTNICK
Mr. Subotnick is the beneficial owner of 15,252,128 shares of
Common Stock, which figure includes 4,111,624 shares owned by
Metromedia, 2,884,577 shares owned by Met International,
4,426,249 shares owned by Met Telcell, 993,005 shares owned by
MetProductions, Inc., 231,225 shares owned in joint tenancy and
2,605,448 shares owned by the Trust, of which he may be deemed a
beneficial owner by virtue of his membership in a group with Mr.
Kluge. This amount constitutes 35.9% of the outstanding shares
of Common Stock.
(b)
METROMEDIA
Messrs. Kluge and Subotnick may be deemed to control Metromedia,
which has record ownership of 4,111,624 shares of the Common
Stock. Thus, they and Metromedia may all be considered to share
beneficial ownership of
<PAGE>
Page 15 of 20 Pages
the 4,111,624 shares of Common Stock owned by Metromedia.
MET INTERNATIONAL
Messrs. Kluge and Subotnick may be deemed to control Met
International, which has record ownership of 2,884,577 shares of
the Common Stock. Thus, they and Met International may all be
considered to share beneficial ownership of the 2,884,577 shares
of Common Stock owned by Met International.
MET TELCELL
Messrs. Kluge and Subotnick may be deemed to control Met Telcell,
which has record ownership of 4,426,249 shares of the Common
Stock. Thus, they and Met Telcell may all be considered to share
beneficial ownership of the 4,426,249 shares of Common Stock
owned by Met Telcell.
METPRODUCTIONS
Messrs. Kluge and Subotnick may be deemed to control
MetProductions, which has record ownership of 993,005 shares of
the Common Stock. Thus, they and MetProductions may all be
considered to share beneficial ownership of the 993,005 shares of
Common Stock owned by MetProductions.
JOHN W. KLUGE
Through his membership in a group with Mr. Subotnick, Mr. Kluge
shares with Mr. Subotnick the power to vote and dispose of the
2,605,448 shares of Common Stock owned beneficially by Mr. Kluge
through the Trust, the 231,225 shares of Common Stock owned by
Mr. Subotnick directly in joint tenancy, the 4,111,624 shares
owned by Metromedia, the 2,884,577 shares owned by Met
International, the 4,426,249 shares owned by Met Telcell, and the
993,005 shares owned by MetProductions.
STUART SUBOTNICK
Through his membership in a group with Mr. Kluge, Mr. Subotnick
shares with Mr. Kluge the power to vote and dispose of the
2,605,448 shares of Common Stock owned beneficially by Mr. Kluge
through the Trust, the 231,225 shares of Common Stock owned by
Mr. Subotnick directly in joint tenancy, the 4,111,624 shares
owned by Metromedia, the 2,884,577 shares owned by Met
International, the 4,426,249 shares owned by Met Telcell, and the
993,005 shares owned by MetProductions.
<PAGE>
Page 16 of 20 Pages
(c)
Not applicable.
(d)
STUART SUBOTNICK
Mr. Subotnick owns 231,225 shares of Common Stock as a joint
tenant with his wife. As a result, Mr. Subotnick's wife has a
right to receive dividends from, or proceeds from the sale of,
231,225 shares of Common Stock owned by Mr. Subotnick.
(e)
Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
See Item 4.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1: Joint Filing Agreement of the Filing Persons.
<PAGE>
Page 17 of 20 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I hereby certify that the information set forth in this statement
is true, complete and correct.
Dated: November 9, 1995
METROMEDIA COMPANY
By: /S/ STUART SUBOTNICK
------------------------
Name: Stuart Subotnick
Title: General Partner
/S/ JOHN W. KLUGE
-------------------------
John W. Kluge
/S/ STUART SUBOTNICK
--------------------------
Stuart Subotnick
MET TELCELL, INC.
By: /S/ STUART SUBOTNICK
--------------------------------
Name: Stuart Subotnick
Title: Executive Vice President
MET INTERNATIONAL, INC.
By: /S/ STUART SUBOTNICK
--------------------------------
Name: Stuart Subotnick
Title: Executive Vice President
METPRODUCTIONS, INC.
By: /S/ ROBERT A. MARESCA
-------------------------------
Name: Robert A. Maresca
Title: Senior Vice President
<PAGE>
<PAGE>
Page 18 of 20 Pages
ANNEX A
The following tables apply to Metromedia, Met International, Met Telcell and
MetProductions, except that, with respect to Table 1, Silvia Kessel is an
officer only of Metromedia.
TABLE 1: ITEM 2
- ---------------------------------------------------------------------------
<TABLE>
<CAPTION>
NAME AND POSITION WITH METROMEDIA AND/OR PRINCIPAL
BUSINESS ADDRESS OCCUPATION OR EMPLOYMENT CITIZENSHIP
<S> <C> <C>
John W. Kluge Chairman, President and Chief Executive U.S.
One Meadowlands Plaza Officer
East Rutherford, NJ 07073
Stuart Subotnick Executive Vice President U.S.
One Meadowlands Plaza
East Rutherford, NJ 07073
Arnold Wadler Senior Vice President, Secretary and U.S.
One Meadowlands Plaza General Counsel
East Rutherford, NJ 07073
Silvia Kessel Senior Vice President U.S.
One Meadowlands Plaza
East Rutherford, NJ 07073
Robert A. Maresca Senior Vice President and Chief Financial U.S.
One Meadowlands Plaza Officer
East Rutherford, NJ 07073
</TABLE>
<PAGE>
Page 19 of 20 Pages
TABLE 2: ITEMS 3-6
- -----------------------------------------------------------------------------
<TABLE>
<CAPTION>
CONTRACTS AND
ARRANGEMENTS
SOURCE AND AMOUNT INTEREST IN RESPECTING SECURITIES
NAME OF FUNDS PURPOSE SECURITIES OF ISSUER OF ISSUER
<S> <C> <C> <C> <C>
John W. Kluge See Item 3 See Item 4 See Item 5 See Item 6
Stuart Subotnick See Item 3 See Item 4 See Item 5 See Item 6
Arnold Wadler 2,778 shares of Received pursuant Sole power to vote and None
MITI's common to the Mergers dispose of 15,416 shares of
stock Common Stock owned
beneficially through ARNSSA,
Inc. (less than one-tenth of
one percent)
Silvia Kessel 556 shares of Received pursuant Sole power to vote and None
MITI's common to the Mergers dispose of 3,085 shares of
stock Common Stock (less than one-
tenth of one percent)
Robert A. Maresca N.A. N.A. None N.A.
</TABLE>
<PAGE>
Page 20 of 20 Pages
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange
Act of 1934, as amended, the persons named below agree to the joint filing
on behalf of each of them of the Schedule 13D (and any amendment filed by
them) with respect to the common stock, par value $1.00 per share, of
Metromedia International Group, Inc.
METROMEDIA COMPANY
By: /S/ STUART SUBOTNICK
---------------------------
Name: Stuart Subotnick
Title: General Partner
/S/ JOHN W. KLUGE
----------------------------
John W. Kluge
/S/ STUART SUBOTNICK
-----------------------------
Stuart Subotnick
MET TELCELL, INC.
By: /S/ STUART SUBOTNICK
--------------------------------
Name: Stuart Subotnick
Title: Executive Vice President
MET INTERNATIONAL, INC.
By: /S/ STUART SUBOTNICK
----------------------------------
Name: Stuart Subotnick
Title: Executive Vice President
METPRODUCTIONS, INC.
By: /S/ ROBERT A. MARESCA
-----------------------------------
Name: Robert A. Maresca
Title: Senior Vice President
