<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 14)
METROMEDIA INTERNATIONAL GROUP, INC.
(Formerly The Actava Group Inc.)
- - - - - - - - - - - - - - - - - - - -
(Name of Issuer)
$1.00 PAR VALUE COMMON STOCK
- - - - - - - - - - - - - - - - - - - -
(Title of Class of Securities)
361028-10-3
- - - - - - - - - - - - - -
(CUSIP Number)
MICHAEL M. EARLEY
PRESIDENT AND CHIEF OPERATING OFFICER,
TRITON GROUP LTD.,
550 WEST C STREET,
SAN DIEGO, CA 92101
(619) 231-1818
- - - - - - - - - - - - - - - - - - - -
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
NOVEMBER 1, 1995
- - - - - - - - - - - - - -
(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 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 [_]. (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).
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CUSIP NO. 361028-10-3 SCHEDULE 13D PAGE 2 OF 5 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TRITON GROUP LTD.
33-0318116
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4 WC
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
DELAWARE
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SOLE VOTING POWER
7
NUMBER OF 1,354,214
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0
OWNED BY
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EACH SOLE DISPOSITIVE POWER
9
REPORTING 1,354,214
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,354,214
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
3.48%
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TYPE OF REPORTING PERSON*
14
CO, HC
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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Item 1. Security and Issuer.
-------------------
Security: Common Stock, $1.00 Par Value ("Common Stock")
Issuer: Metromedia International Group, Inc., formerly
The Actava Group, Inc., ("Metromedia"),
a Delaware corporation
Address: 945 East Paces Ferry Road
Suite 2210
Atlanta, GA 30326
Item 2. Identity and Background.
-----------------------
This Amendment No. 14 to Schedule 13D is being filed by Triton Group Ltd.
("Triton"), a Delaware corporation (as successor to Intermark, Inc.). The
principal business and offices of Triton are located at 550 West C Street, 18th
Floor, San Diego, CA 92101.
There is no change to the remaining information contained in Item 2 of
Schedule 13D, as amended to date.
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
There is no change to the information contained in Item 3 of Schedule 13D,
as amended to date.
Item 4. Purpose of Transaction.
----------------------
The information set forth in Item 4 of Triton's Schedule 13D, as amended,
is hereby amended as follows:
Promptly following Triton's sale of 3,000,000 shares of Actava Common Stock
(which was described in Amendment No. 13 to Triton's Schedule 13D), pursuant to
the Amended and Restated Stockholder Agreement between Triton and Actava, Actava
requested and received the resignation of Triton's two designees on the Actava
Board of Directors. As noted in Amendment No. 13 to Triton's Schedule 13D, the
Amended and Restated Stockholder Agreement terminated upon the reduction of
Triton's ownership of Actava Common Stock to less than 10% of the outstanding
Common Stock.
On November 1, 1995, The Actava Group Inc. announced the completion of the
mergers of Actava with Orion Pictures Corporation ("Orion"), MCEG Sterling
Incorporated ("Sterling") and Metromedia International Telecommunications Inc.
("MITI"), and the renaming of Actava as Metromedia International Group, Inc.
Based upon the exchange ratios for the merger set forth in Metromedia's press
release, the number of outstanding shares of each of Orion, Sterling and MITI
last reported through Actava's toll-free information line, and the number of
outstanding shares of Actava Common Stock reported in Actava's proxy statement
related to the mergers, Triton believes that the number of outstanding shares of
Metromedia Common Stock following the mergers is 38,910,073, and that Triton's
1,354,214 shares of Metromedia Common Stock constitute 3.48% of the outstanding
Common Stock.
On November 1, 1995, the Board of Directors of Triton declared a special
distribution to its stockholders of $1.57 in cash and .066 of a share of Common
Stock of Metromedia, for each outstanding share of Triton common stock. The
special distribution will be payable on December 8, 1995 to stockholders of
record on November 17, 1995. Cash will be paid in lieu of any fractional shares
of Metromedia Common Stock that would otherwise be distributed in the special
distribution. Following the special distribution, Triton may continue to hold a
small number of shares of Metromedia Common Stock.
Page 3 of 5 Pages
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Item 5. Interest in Securities of the Issuer.
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The information set forth in Item 5 of Triton's Schedule 13D, as amended,
is hereby amended as follows:
(a) 1,354,214 shares of Common Stock (3.48%), based on Triton's belief
that there are presently 38,910,073 Metromedia shares outstanding.
(b) Triton has sole power to vote or direct the vote, and sole power
to dispose of or direct the disposition of, the above shares; provided, however,
that Triton delivered to Actava proxies with respect to the mergers of Actava
with Orion, Sterling and MITI, as described in Item 4 of Amendment No. 13 to
Triton's Schedule 13D; provided, further, that Triton has declared the special
distribution to its stockholders described in Item 4 above, payable on December
8, 1995.
(c) Since its most recent filing on Schedule 13D, Triton made the
following sale of 59,384 shares of Common Stock in a block transaction through
a registered broker-dealer:
<TABLE>
<CAPTION>
Date Shares Price Per Share
---- ------ ---------------
<S> <C> <C>
10-23-95 59,384 $16.875
</TABLE>
In addition, as described in Item 4 above, on November 1, 1995 Triton
declared a special distribution to its stockholders of substantially all of its
Metromedia Common Stock, payable on December 8, 1995 to stockholders of record
on November 17, 1995.
(d) None.
(e) November 1, 1995.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
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to Securities of the Issuer.
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There is no change to the information contained in Item 6 of Schedule 13D,
as amended to date.
Item 7. Material to be Filed as Exhibits.
--------------------------------
None.
Page 4 of 5 Pages
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SIGNATURE
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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: November 8, 1995 TRITON GROUP LTD.
By: /s/ JOHN C. STISKA
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Name: John C. Stiska
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Title: Chief Executive Officer
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Page 5 of 5 Pages
