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): JULY 2, 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 2. ACQUISITION OR DISPOSITION OF ASSETS.
On July 2, 1996, Metromedia International Group, Inc. (the
"Company") consummated its acquisition of The Samuel Goldwyn Company
("Goldwyn") in accordance with the terms of the previously disclosed
Amended and Restated Agreement and Plan of Merger, dated as of January
31, 1996, as amended, by and among the Company, SGC Merger Corp., a
Delaware corporation and a wholly-owned subsidiary of the Company ("SGC
Mergerco"), and Goldwyn (the "Goldwyn Merger Agreement"). Pursuant to
the Goldwyn Merger Agreement, SGC Mergerco merged with and into Goldwyn
(the "Goldwyn Merger"), with Goldwyn surviving such merger and changing
its name to "Goldwyn Entertainment Company," and with holders of
Goldwyn's common stock, par value $.20 per share ("Goldwyn Common Stock),
receiving .3335 shares of the Company's common stock par value $1.00 per
share (the "Common Stock") for each share of Goldwyn Common Stock in
accordance with a formula set forth in the Goldwyn Merger Agreement.
Pursuant to such formula, the Company issued 3,122,972 shares of Common
Stock to Goldwyn stockholders pursuant to the Goldwyn Merger. Goldwyn is
a producer and distributor of motion pictures and television product and
has a film and television library of over 850 titles. In addition
Goldwyn owns the leading specialized theatre circuit in the United States
with 140 screens. Goldwyn continues its operations as part of the
Company's Entertainment Group as a wholly-owned subsidiary of Orion
Pictures Corporation ("Orion").
Item 5. OTHER EVENTS.
On July 2, 1996, the Company issued a press release, a copy of
which is attached as Exhibit 99.1, in which it announced the acquisition
of Goldwyn, its acquisition on such date of Motion Picture Corporation of
America ("MPCA"), the consummation on such date of a public offering of
18,400,000 shares of Common Stock and the closing on such date of an
amended and restated $300 million revolving credit facility by its
wholly-owned subsidiary, Orion.
Pursuant to the terms of an Amended and Restated Agreement and
Plan of Merger, dated as of May 17, 1996, by and among the Company, MPCA
Merger Corp., a Delaware corporation and a wholly-owned subsidiary of the
Company ("MPCA Mergerco"), Steven Stabler, Bradley Krevoy and MPCA, the
Company acquired MPCA on July 2, 1996 when MPCA Mergerco merged with and
into MPCA, with MPCA surviving such merger (the "MPCA Merger" and
together with the Goldwyn Merger, the "Mergers"). In connection with the
MPCA Merger, the Company (i) issued 1,577,643 shares of Common Stock on
the closing date of the MPCA Merger to Messrs. Stabler and Krevoy, MPCA's
sole stockholders, and (ii) paid such stockholders approximately $5
million in additional consideration, consisting of two promissory notes
in the aggregate amount of approximately $4.9 million (of which
approximately $3.7 million has been paid) and approximately 7,949
additional shares of Common Stock. MPCA continues its operations in the
Company's Entertainment Group as a wholly-owned subsidiary of Orion.
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The Company consummated a public offering of 18,400,000 shares
(the "Shares") of Common Stock (including the complete exercise of the
underwriter's overallotment option of 2,400,000 Shares) at $11.00 per
Share. Proceeds of the Public Offering, net of the underwriters'
discount of $.605 per Share, were $191.3 million, which proceeds were
used to repay the Company's $28.8 million revolving credit facility with
Chemical Bank and will be used to (i) finance the build-out of the
Company's communications operations in Eastern Europe and other emerging
markets; (ii) provide working capital for the Company; and (iii) finance
future acquisitions.
Finally, the Company's wholly-owned subsidiary, Orion, closed a
$300 million senior secured credit facility (the "Credit Facility") on
July 2, 1996 with a syndicate of lenders led by the Agent. Proceeds of
the Credit Facility were used to refinance approximately $215 million of
indebtedness of Orion, Goldwyn and MPCA, with the remainder to be used to
fund the production, acquisition and distribution of motion picture and
other entertainment product.
Immediately following the consummation of the Mergers and the
Public Offering, approximately 63,556,739 shares of Common Stock were
outstanding.
The acquisitions of Goldwyn and MPCA will each be accounted for
in accordance with the purchase method of accounting.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED. The information
with respect to Goldwyn required by this Item was previously
reported in the Company's Registration Statement on Form S-3
(Registration No. 333-3353) declared effective by the
Securities and Exchange Commission (the "Commission") on June
27, 1996 and, therefore, has been omitted from this Report in
reliance on Instruction B.3 of Form 8-K.
(b) PRO FORMA FINANCIAL INFORMATION. The information required by
this Item with respect to the Goldwyn Merger was previously
reported in the Company's Registration Statement on Form S-3
(Registration No. 333-03353) declared effective by the
Commission on June 27, 1996 and, therefore, has been omitted
from this Report in reliance on Instruction B.3 of Form 8-K.
(c) EXHIBITS. The following exhibits to this Report and are filed
herewith:
Exhibit 99.1 Press release dated July 2, 1996 announcing the
completion of the Goldwyn and MPCA acquisitions, and
announcing the closing of the Company's equity
offering and a $300 million credit facility.
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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, General
Counsel and Secretary
Dated: July 15, 1996
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EXHIBIT INDEX
METROMEDIA INTERNATIONAL GROUP, INC.
Current Report on Form 8-K
Dated July 2, 1996
EXHIBIT NO. DESCRIPTION
99.1 Press release dated July 2, 1996 announcing the
completion of the Goldwyn and MPCA acquisitions, and
announcing the closing of the Company's equity
offering and a $300 million credit facility.
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Exhibit 99.1
FOR IMMEDIATE RELEASE Contact: Jennifer Hirshberg
Capitoline/MS&L
202/467-3900
METROMEDIA INTERNATIONAL GROUP COMPLETES
GOLDWYN, MPCA MERGERS;
ANNOUNCES EQUITY OFFERING AND CREDIT FACILITY CLOSINGS
(New York, NY, July 2, 1995) -- Metromedia International Group,
Inc. (MIG) (AMEX:MMG) has consummated its mergers with The Samuel Goldwyn
Company (AMEX:SG) and Motion Picture Corporation of America (MPCA), it
was announced today. The Company also reported the closing of its public
offering of common stock and the closing of a credit facility agreement
for its Entertainment Group.
The terms of the merger agreement provide for Goldwyn
shareholders to receive 0.3335 shares of MIG common stock for each share
of Goldwyn common stock. MIG will issue 3,122,972 shares to Goldwyn
stockholders.
At the same time the Goldwyn merger was closed, MIG consummated
its previously announced acquisition of MPCA for consideration consisting
of MIG stock and cash. MIG will issue 1,577,643 shares to MPCA
stockholders.
MIG also announced that its public offering of 18,400,000
shares of common stock, which includes the underwriter's over-allotment
option, generating gross proceeds of $202.4 million. Proceeds of the
offering will be used to finance the
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build-out of communications operations in Eastern Europe and other emerging
markets and for general corporate purposes, including the working capital
needs of MIG and its subsidiaries, and for potential future acquisitions.
Lastly, MIG reported today that its subsidiary, Orion Pictures
Corporation, entered into a $300 million senior secured credit facility
with a syndicate of lenders, led by Chemical Bank as agent. Proceeds of
the loan will be used to refinance indebtedness of Orion, Goldwyn and
MPCA and to fund the production, acquisition and distribution of motion
picture and other entertainment product.
"We are on target with our plans for building a global
entertainment, media and communications company, through the
Entertainment Group and the Communications Group" said John Kluge,
Chairman of Metromedia International Group. "The combination of three
production entities -- Orion, Goldwyn and MPCA -- gives MIG's
Entertainment Group a wealth of production capabilities, and creates one
of the largest libraries of film and television product in the U.S. And
as our Communications Group grows its subscriber and customer bases by
expanding service offerings in markets in which we currently hold
licenses, as well as by penetrating new markets, we are positioned to
capitalize on the rapidly evolving communications, entertainment and
media industries in emerging markets worldwide."
Metromedia International Group is a global entertainment, media
and communications company whose primary operations are engaged in two
businesses: the development, production, acquisition and worldwide
distribution of motion pictures, television programming and pre-recorded
video cassettes, through its Entertainment Group; and the development and
operation of communications
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businesses, including wireless cable television systems, wireless local loop
telephone services, GSM telephone services, paging systems, an international
toll calling service, Trunked Mobile Radio services and radio stations in
Eastern Europe, the former Soviet Republics and other emerging markets, through
its Communications Group.
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This Communication shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these
securities in any state in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities
laws of any such state.
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