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): APRIL 29, 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
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Item 5. OTHER EVENTS
On April 29, 1996, Metromedia International Group, Inc. (the
"Company") and Alliance Entertainment Corp. ("Alliance") announced that
they had entered into a Termination and Release Agreement which mutually
terminated their previously announced Agreement and Plan of Merger dated
as of December 20, 1995 (the "Merger Agreement"), pursuant to which
Alliance was to merge with a newly-formed, wholly-owned subsidiary of the
Company (the "Merger"). A copy of the joint press release of the Company
and Alliance is attached as Exhibit 99.1. The Company and Alliance
announced in the joint press release that due to changing conditions, the
Boards of Directors of both companies believe that the Merger is not in
the best interest of their respective stockholders.
Pursuant to the terms of the Termination and Release Agreement,
which is attached hereto as Exhibit 99.2, the Company and Alliance have
agreed to terminate the Merger Agreement and all agreements and
understandings between the Company and Alliance related to the Merger
Agreement. In addition, the Company and Alliance have agreed to release
each other and their respective affiliates from any and all liabilities,
damages and other losses of any nature in any way arising out of or
connected to the Merger Agreement and any agreements related thereto.
<PAGE> Page 3
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 Joint Press Release dated April 29, 1996 of
Metromedia International Group, Inc. and
Alliance Entertainment Corp.
Exhibit 99.2 Termination and Release Agreement dated April
29, 1996, by and among Metromedia International
Group, Inc., Alliance Merger Corp. and Alliance
Entertainment Corp.
<PAGE>
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/ SILVIA KESSEL
----------------------------
Silvia Kessel
Senior Vice President
and Chief Financial Officer
Dated: April 29, 1996
<PAGE>
EXHIBIT INDEX
METROMEDIA INTERNATIONAL GROUP, INC.
Current Report on Form 8-K
Dated April 29, 1996
EXHIBIT NO. DESCRIPTION
Exhibit 99.1 Joint Press Release dated April 29, 1996 of
Metromedia International Group, Inc. and Alliance
Entertainment Corp.
Exhibit 99.2 Termination and Release Agreement dated April 29,
1996, by and among Metromedia International Group,
Inc., Alliance Merger Corp. and Alliance
Entertainment Corp.
Exhibit 99.1
Capitoline MS&L -- Jennifer Hirshberg Stern & Co. -- Dick Stern
(202) 467-3900 (212) 777-7722
Alliance -- Anil Narang, President
(212) 935-6662
FOR IMMEDIATE RELEASE
METROMEDIA INTERNATIONAL GROUP, INC.
AND ALLIANCE ENTERTAINMENT CORP.
ANNOUNCE MUTUAL TERMINATION
OF MERGER AGREEMENT
(NEW YORK, NY, April 29, 1996) Metromedia International Group,
Inc. (MIG) (AMEX:MMG) and Alliance Entertainment Corp. (NYSE:CDS)
announced today that they have mutually agreed to terminate their
previously announced merger agreement. Due to changing conditions, the
Boards of Directors of both companies believe that the merger is not in
the best interest of their respective stockholders.
John W. Kluge, Chairman of MIG stated: "We continue to be
committed to building a global entertainment, media and communications
company. To that end, MIG's previously announced acquisition of The
Samuel Goldwyn Company, an independent film and theater company with an
850-title film and television library, remains on course."
Joseph Bianco, Chairman and Chief Executive Officer of Alliance
noted that: "The Board of Directors of Alliance has determined that it
is in the best interests of Alliance and its stockholders that the
Company remain independent at this time so that it can continue to focus
on its core businesses through internal growth and strategic
acquisitions, thereby enhancing long-term stockholder value. Alliance
expects to achieve continued growth, with revenues and cash flow in 1996
expected to exceed the record levels achieved in 1995."
Metromedia International Group is a global entertainment, media
and communications company whose primary operations are focused in the
entertainment and communications businesses.
Alliance is the largest full service distributor of pre-
recorded music and music related products in the United States and is
also actively engaged in the acquisition and exploitation of proprietary
rights with respect to recorded music, video and video CDS.
Exhibit 99.2
TERMINATION AND RELEASE AGREEMENT
TERMINATION AND RELEASE AGREEMENT (the "Agreement"), dated as
of April 29, 1996, among METROMEDIA INTERNATIONAL GROUP, INC., a Delaware
corporation ("Metromedia"), ALLIANCE MERGER CORP., a Delaware corporation
and a wholly-owned subsidiary of Metromedia ("Alliance Mergerco"), and
ALLIANCE ENTERTAINMENT CORP., a Delaware corporation ("Alliance").
Capitalized terms used herein and not otherwise defined herein shall have
the meanings ascribed to such terms in the Merger Agreement (as defined
below).
WHEREAS, Metromedia, Alliance Mergerco and Alliance are parties
to an Agreement and Plan of Merger dated as of December 20, 1995
providing for, among other things, the merger (the "Merger") of Alliance
Mergerco with and into Alliance;
NOW, THEREFORE, in consideration of the mutual covenants and
agreements hereunder and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties
hereto agree as follows:
1. TERMINATION OF THE MERGER AGREEMENT, ETC.
(a) Pursuant to Section 6.1(a) of the Merger Agreement,
the Merger Agreement is hereby terminated, the Merger is hereby abandoned
and, notwithstanding anything to the contrary contained in the Merger
Agreement (including Section 6.2 thereof), all further obligations of the
parties thereunder shall terminate, except for the respective obligations
set forth in Section 4.1(a), which shall expressly survive the
termination of the Merger Agreement.
(b) All agreements and understandings of any type,
whether executed or unexecuted, among any of Metromedia, Alliance
Mergerco, Alliance and each of their respective affiliates related to the
Merger Agreement and/or the Merger are hereby terminated and shall be of
no further force or effect.
2. RELEASE OF METROMEDIA AND ALLIANCE MERGERCO. Alliance
hereby irrevocably and unconditionally releases, acquits and forever
discharges Metromedia and Alliance Mergerco, and each of Metromedia's and
Alliance Mergerco's owners, stockholders, partners, predecessors,
successors, assigns, agents, directors, officers, employees,
representatives, attorneys, subsidiaries, affiliates and all persons
acting by, through, under or in concert with any of them or any of them,
from any and all actions or causes of action in law or in equity,
charges, claims, complaints, costs, demands, damages, liabilities, liens,
obligations, promises, agreements, controversies, suits, rights, losses,
debts, interest and expenses (including attorneys' fees and costs
actually incurred) of any nature whatsoever, known or unknown, suspected
or unsuspected, fixed or contingent, in any way arising out of or
connected with the Merger Agreement and any agreements related thereto.
3. RELEASE OF ALLIANCE. Metromedia and Alliance Mergerco
hereby irrevocably and unconditionally release, acquit and forever
discharge Alliance and each of Alliance's owners, stockholders, partners,
predecessors, successors, assigns, agents, directors, officers,
employees, representatives, attorneys, subsidiaries, affiliates and all
persons acting by, through, under or in concert with any of them or any
of them, from any and all actions or causes of action in law or in
equity, charges, claims, complaints, costs, demands, damages,
liabilities, liens, obligations, promises, agreements, controversies,
suits, rights, losses, debts, interest, and expenses (including
attorneys' fees and costs actually incurred) of any nature whatsoever,
known or unknown, suspected or unsuspected, fixed or contingent, in any
way arising out of or connected with the Merger Agreement and any
agreements related thereto.
4. FURTHER ASSURANCES. The parties hereto agree that they
will cooperate with each other and will execute and deliver or cause to
be delivered, all such other instruments, documents and/or certificates,
and will take all such other actions, as either party may reasonably
request from time to time to effectuate the provisions and purposes
hereof.
5. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF DELAWARE
APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH
STATE.
6. BINDING EFFECT. This Agreement shall be binding upon and
inure to the benefit of Metromedia, Alliance Mergerco and Alliance, and
each of their respective successors and assigns and references in this
Agreement to any of them shall be construed accordingly.
7. SEVERABILITY. In the event that any part of this
Agreement is declared by any court or other judicial or administrative
body to be declared null, void or unenforceable, said provision shall
survive to the extent it is not so declared, and all other provisions of
this Agreement shall remain in full force and effect.
8. COUNTERPARTS. This Agreement may be executed in
counterparts each of which shall be deemed an original and all of which,
taken together, shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement on the date first written above.
METROMEDIA INTERNATIONAL GROUP, INC.
By: /S/ SILVIA KESSEL
-------------------------------------
Name: Silvia Kessel
Title: Senior Vice President
ALLIANCE MERGER CORP.
By: /S/ SILVIA KESSEL
-------------------------------------
Name: Silvia Kessel
Title: Senior Vice President
ALLIANCE ENTERTAINMENT CORP.
By: /S/ ELLIOT B. NEWMAN
-------------------------------------
Name: Elliot B. Newman
Title: Senior Executive Vice President
