AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 27, 1996
REGISTRATION NO. 333-03353
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 4 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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METROMEDIA INTERNATIONAL GROUP, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 58-0971455
(State of Incorporation) (I.R.S. Employer Identification No.)
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945 EAST PACES FERRY ROAD
SUITE 2210
ATLANTA, GEORGIA 30326
(404) 261-6190
(Address and telephone number of registrant's principal executive offices)
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ARNOLD L. WADLER
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
METROMEDIA INTERNATIONAL GROUP, INC.
C/O METROMEDIA COMPANY
ONE MEADOWLANDS PLAZA
EAST RUTHERFORD, NEW JERSEY 07073
(201) 531-8000
(Name, address and telephone number of agent for service)
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COPIES TO:
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JAMES M. DUBIN, ESQ. JEFFREY H. COHEN, ESQ.
PAUL, WEISS, RIFKIND, WHARTON & GARRISON NICHOLAS P. SAGGESE, ESQ.
1285 AVENUE OF THE AMERICAS SKADDEN, ARPS, SLATE, MEAGHER & FLOM
NEW YORK, NEW YORK 10019-6064 300 SOUTH GRAND AVENUE, 34TH FLOOR
LOS ANGELES, CALIFORNIA 90071
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: As soon as practicable following the effectiveness of this Registration
Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the expenses (other than underwriting
discounts and commissions) expected to be incurred in connection with the
issuance and distribution of the securities registered hereby, all of which
expenses, except for the SEC registration fee and the NASD filing fee, are
estimated:
Securities and Exchange Commission registration fee............. $ 81,046
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National Association of Securities Dealers, Inc. filing fee..... 24,004
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AMEX listing fee................................................ 17,500
Printing expenses............................................... 225,000
Legal fees and expenses (other than Blue Sky)................... 375,000
Accounting fees and expenses.................................... 200,000
Blue Sky fees and expenses (including legal fees)............... 20,000
Miscellaneous................................................... 12,450
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Total....................................................... $955,000
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ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporation Law of the State of Delaware (the
"Delaware Law") empowers a Delaware corporation to indemnify any persons who
are, or are threatened to be made, parties to any threatened, pending or
completed legal action, suit or proceedings, whether civil, criminal,
administrative or investigative (other than an action by or in the right of such
corporation), by reason of the fact that such person was an officer, director,
employee or agent of such corporation, or is or was serving at the request of
such corporation as a director, officer, employee or agent of another
corporation or enterprise. The indemnity may include judgments, fines, amounts
paid in settlement and expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection with such action, suit or
proceeding, provided that such officer or director acted in good faith and in a
manner he reasonably believed to be in or not opposed to the corporation's best
interests, and, with respect to criminal proceedings, had no reasonable cause to
believe his conduct was illegal. A Delaware corporation may indemnify its
officers and directors against expenses actually and reasonably incurred by them
in connection with an action by or in the right of the corporation under the
same conditions, except that no indemnification is permitted without judicial
approval if the officer or director is adjudged to be liable to the corporation
in the performance of his duty. Where an officer or director is successful on
the merits or otherwise in the defense of any action referred to above, the
corporation must indemnify him against the expenses which such officer or
director actually and reasonably incurred in connection therewith.
Section 102(b)(7) of the Delaware Law further provides that a corporation in
its certificate of incorporation may eliminate or limit the personal liability
of its directors to the corporation or its stockholders for breach of their
fiduciary duties in certain circumstances.
In accordance with Section 145 of the Delaware Law, the Company's Restated
Certificate of Incorporation provides that the Company shall indemnify its
officers and directors against, among other things, any and all judgments,
fines, penalties, amounts paid in settlements and expenses paid or incurred by
virtue of the fact that such officer or director was acting in such capacity to
the extent not prohibited by law.
In addition, as permitted by Section 102(b)(7) of the Delaware Law, the
Company's Restated Certificate of Incorporation contains a provision limiting
the personal liability of the Company's directors for violations of their
fiduciary duties to the fullest extent permitted by the Delaware Law.
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This provision eliminates each director's liability to the Company or its
stockholders for monetary damages except (i) for any breach of the director's
duty of loyalty to the Company or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) under Section 174 of the Delaware Law, or (iv) for any transaction
from which a director derived an improper personal benefit. The general effect
of this provision is to eliminate a director's personal liability for monetary
damages for actions involving a breach of his or her fiduciary duty of care,
including any such actions involving gross negligence.
Also, in accordance with the Delaware Law and pursuant to the Company's
Restated Certificate of Incorporation, the Company is authorized to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the Company, is or was serving at the request of the
Company as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against such person and incurred by such person in any such capacity,
or arising out of such person's status as such, whether or not the Company would
have the power to indemnify such person against liability under the Delaware
Law.
The Company has entered into agreements (the "Indemnification Agreements")
with certain directors and officers of the Company (the "Indemnified Parties")
which require the Company to indemnify each Indemnified Party against, and to
advance expenses incurred by each Indemnified Party in the defense of, any claim
arising out of his or her employment to the fullest extent permitted under law.
The Indemnification Agreements also provide, among other things, for (i)
advancement by the Company of expenses incurred by the director or officer in
defending certain litigation, (ii) the appointment of an independent legal
counsel to determine whether the director or officer is entitled to indemnity
and (iii) the continued maintenance by the Company of directors' and officers'
liability insurance providing each director or officer who is a party to any
such agreement with $5 million of primary coverage and an excess policy
providing $5 million of additional coverage. These Indemnification Agreements
were approved by the stockholders at the Company's 1993 Annual Meeting of
Stockholders.
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ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
A. EXHIBITS
The exhibits listed below are filed as part of or incorporated by reference
in this Registration Statement. Where such filing is made by incorporation by
reference to a previously filed report, such report is identified in
parentheses. See the Index of Exhibits included with the exhibits filed as part
of this Registration Statement.
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EXHIBIT
NUMBER DESCRIPTION
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1.1** Form of Underwriting Agreement
2.2 Agreement and Plan of Merger dated as of January 31, 1996 by and among the
Registrant, The Samuel Goldwyn Company and SGC Merger Corp., without disclosure
schedules (Exhibit 99.1 to the Current Report on Form 8-K dated January 31, 1996).
The Registrant agrees to furnish a copy of any omitted schedule supplementally to
the Commission upon request.
2.3 Agreement and Plan of Merger dated as of December 20, 1995 by and among the
Registrant, Alliance Merger Corp. and Alliance Entertainment Corp., without
disclosure schedules (Exhibit 99.1 to the Current Report on Form 8-K dated December
20, 1995). The Registrant agrees to furnish a copy of any omitted schedule
supplementally to the Commission upon request.
2.4 Termination and Release Agreement dated April 29, 1996 by and among the Registrant,
Alliance Merger Corp., and Alliance Entertainment Corp. (Exhibit 99.2 to the Current
Report on Form 8-K dated April 29, 1996).
2.5** Amended and Restated Agreement and Plan of Merger, dated as of May 17, 1996, by and
among the Registrant, Motion Picture Corporation of America, Bradley Krevoy, Steven
Stabler and MPCA Merger Corp. The Registrant agrees to furnish a copy of any omitted
schedule supplementally to the Commission upon request.
4.1 Restated Certificate of Incorporation of the Registrant (Exhibit 3(a) to
Registration Statement on Form S-3 (Registration No. 33-63853)).
4.2 Restated By-laws of the Registrant (Exhibit 3(b) to Registration Statement on Form
S-3 (Registration No. 33-63853)).
5** Opinion of Paul, Weiss, Rifkind, Wharton & Garrison regarding the legality of the
Securities being registered.
23.1* Consent of KPMG Peat Marwick LLP regarding the Registrant.
23.2* Consent of Ernst & Young LLP regarding the Registrant.
23.3* Consent of Price Waterhouse LLP regarding Goldwyn.
23.4** Consent of Paul, Weiss, Rifkind, Wharton & Garrison (included in the opinion filed
as Exhibit 5 hereto).
24 Power of Attorney (included on page II-5 of the Registration Statement on Form S-3
filed on May 8, 1996 (File No. 333-3353)).
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* Filed herewith.
** Previously filed.
B. FINANCIAL STATEMENT SCHEDULES
Financial Statement Schedules have been omitted because they are not
applicable or not required or because the information has been incorporated by
reference.
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
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statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.
The Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4)
or 497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new Registration Statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to the initial bona fide offering thereof.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets the
requirements for filing on Form S-3 and has duly caused this Amendment to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Atlanta, State of Georgia:
METROMEDIA INTERNATIONAL GROUP, INC.
By: /s/ JOHN D. PHILLIPS
..................................
John D. Phillips
President and Chief Executive
Officer
Date: June 27, 1996
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the Registration Statement has been signed below by the following persons on
behalf of the Registrant and in the capacities indicated on the 27th day of
June, 1996.
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SIGNATURE TITLE
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* Chairman of the Board
.............................................
John W. Kluge
* Vice Chairman of the Board
.............................................
Stuart Subotnick
* President and Chief Executive Officer and
............................................. Director (Principal Executive Officer)
John D. Phillips
* Senior Vice President, Chief Financial
............................................. Officer and Director (Principal Financial
Silvia Kessel Officer)
* Senior Vice President, General Counsel and
............................................. Director
Arnold L. Wadler
* Senior Vice President (Principal Accounting
............................................. Officer)
Robert A. Maresca
* Director
.............................................
John P. Imlay, Jr.
* Director
.............................................
Clark A. Johnson
* Director
.............................................
Richard J. Sherwin
* Director
.............................................
Leonard White
* Director
.............................................
Carl E. Sanders
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By /s/ SILVIA KESSEL
..........................................
Silvia Kessel
Attorney-in-fact
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EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION PAGE NO.
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1.1** Form of Underwriting Agreement............................................
2.2 Agreement and Plan of Merger dated as of January 31, 1996 by and among the
Registrant, The Samuel Goldwyn Company and SGC Merger Corp., without
disclosure schedules (Exhibit 99.1 to the Current Report on Form 8-K dated
January 31, 1996). The Registrant agrees to furnish a copy of any omitted
schedule supplementally to the Commission upon request....................
2.3 Agreement and Plan of Merger dated as of December 20, 1995 by and among
the Registrant, Alliance Merger Corp. and Alliance Entertainment Corp.,
without disclosure schedules (Exhibit 99.1 to the Current Report on Form
8-K dated December 20, 1995). The Registrant agrees to furnish a copy of
any omitted schedule supplementally to the Commission upon request........
2.4 Termination and Release Agreement dated April 29, 1996 by and among the
Registrant, Alliance Merger Corp., and Alliance Entertainment Corp.
(Exhibit 99.2 to the Current Report on Form 8-K dated April 29, 1996).....
2.5** Amended and Restated Agreement and Plan of Merger, dated as of May 17,
1996, by and among the Registrant, Motion Picture Corporation of America,
Bradley Krevoy, Steven Stabler and MPCA Merger Corp. The Registrant agrees
to furnish a copy of any omitted schedule supplementally to the Commission
upon request.
4.1 Restated Certificate of Incorporation of the Registrant (Exhibit 3(a) to
Registration Statement on Form S-3 (Registration No. 33-63853)).
4.2 Restated By-laws of the Registrant (Exhibit 3(b) to Registration Statement
on Form S-3 (Registration No. 33-63853)).
5** Opinion of Paul, Weiss, Rifkind, Wharton & Garrison regarding the legality
of the Securities being registered........................................
23.1* Consent of KPMG Peat Marwick LLP regarding the Registrant.................
23.2* Consent of Ernst & Young LLP regarding the Registrant.....................
23.3* Consent of Price Waterhouse LLP regarding Goldwyn.........................
23.4** Consent of Paul, Weiss, Rifkind, Wharton & Garrison (included in the
opinion filed as Exhibit 5 hereto)........................................
24 Power of Attorney (included on page II-5 of the Registration Statement on
Form S-3 filed May 8, 1996 (File No. 333-3353))...........................
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* Filed herewith.
** Previously filed.
Exhibit 23.1
Independent Auditors' Consent
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The Board of Directors
Metromedia International Group, Inc.:
We consent to the use of our reports included herein and incorporated herein
by reference and to the references to our firm under the headings "Selected
Consolidated Financial Data" and "Experts" in the prospectus.
KPMG Peat Marwick LLP
New York, New York
June 27, 1996
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
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We consent to the reference to our firm under the caption "Experts" and to
use of our reports dated March 10, 1995, with respect to the financial
statements and schedules of The Actava Group Inc. included in the Registration
Statement (Form S-3) and related Prospectus of Metromedia International Group,
Inc., dated June 27, 1996 for the registration of shares of its common stock.
/s/ Ernst & Young LLP
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Ernst & Young LLP
Atlanta, Georgia
June 27, 1996
Exhibit 23.3
CONSENT OF INDEPDENDENT AUDITORS
--------------------------------
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this registration statement on Form S-3 of Metromedia
International Group, Inc. of our report of May 3, 1996 appearing on page
F-2 of The Samuel Goldwyn Company's Annual Report on Form 10-K for the year
ended March 31, 1996. We also consent to the incorporation by reference of
our report on the Financial Statement Schedule which appears on page F-21 of
The Samuel Goldwyn Company 's Form 10-K. We also consent to the references
to us under the headings "Experts" and "Selected Consolidated Financial
Data" in such Prospectus. However, it should be noted that Price Waterhouse
LLP has not prepared or certified such Selected Consolidated Financial Data.
Price Waterhouse LLP
Century City, California
June 24, 1996
