AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 20, 1996
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
METROMEDIA INTERNATIONAL GROUP, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 59-0971455
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
945 EAST PACES FERRY ROAD
SUITE 2210
ATLANTA, GEORGIA 30326
(404) 261-6190
(Address, including zip code and telephone number, including area code, of
Registrant's principal executive offices)
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, including zip code, and telephone number, including area
code of agent for service)
COPIES OF COMMUNICATIONS TO:
JAMES M. DUBIN, ESQ. MEL ZIONTZ, ESQ.
PAUL, WEISS, RIFKIND, WHARTON & GARRISON ROSENFELD, MEYER & SUSMAN, LLP
1285 AVENUE OF THE AMERICAS 9601 WILSHIRE BOULEVARD
NEW YORK, NEW YORK 10019-6064 SUITE 444
(212) 373-3000 BEVERLY HILLS, CALIFORNIA 90210
(310) 858-7000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the Registration Statement becomes effective.
If the securities registered on this Form are being offered pursuant to
dividend or interest reinvestment plans, please check the following box.[ ]
If any of the securities 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. [x]
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
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 the delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
TITLE OF SHARES AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF REGISTRATION
TO BE REGISTERED REGISTERED OFFERING PRICE PER AGGREGATE OFFERING FEE (1)
SHARE (1) PRICE (1)
<S> <C> <C> <C> <C>
Common Stock, $1.00 par value per share 2,281,364 $16.50 $37,642,506 $7,529.00
</TABLE>
(1) Pursuant to Rule 457(c), the proposed offering price and registration fee
are based upon the average of the high and low prices of the Registrant's
Common Stock on June 14, 1996 as reported on the American Stock Exchange.
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 this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
PROSPECTUS
2,281,364 SHARES
METROMEDIA INTERNATIONAL GROUP, INC.
COMMON STOCK
The 2,281,364 shares (the "Shares") of Common Stock, par value $1.00 per
share (the "Common Stock"), of Metromedia International Group, Inc. (the
"Company") offered hereby are being offered for the account of The Samuel
Goldwyn, Jr. Family Trust (the "Selling Stockholder"). The Company will not
receive any proceeds from the sale of such securities. See "Selling
Stockholder."
The Selling Stockholder may sell the Shares offered hereby from time to
time on the American Stock Exchange and the Pacific Stock Exchange or such
other national securities exchange or automated interdealer quotation system on
which shares of the Company's Common Stock are then listed, through negotiated
transactions or otherwise (including private sales) at market prices prevailing
at the time of the sale or at negotiated prices. The Selling Stockholder
directly, or through agents designated from time to time, or through
underwriters, brokers or dealers also to be designated, may sell the Shares
from time to time on terms to be determined at the time of sale. Such
underwriters, brokers or dealers may receive compensation in the form of
commissions or otherwise in such amounts as may be negotiated by them. As of
the date of this Prospectus, no agreements have been reached for the sale of
the Shares or the amount of any compensation to be paid to underwriters,
brokers or dealers in connection therewith. The Company will bear all expenses
in connection with the registration and sale of the Shares being offered by the
Selling Stockholder, other than commissions, concessions or discounts to
underwriters, brokers or dealers and fees and expenses of counsel or other
advisors to the Selling Stockholder. See "Plan of Distribution."
The Common Stock of the Company is listed on the American Stock Exchange
and the Pacific Stock Exchange under the trading symbol "MMG." On June 14,
1996, the last reported sale price of the Company's Common Stock on the
American Stock Exchange was $16.50 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is June 20, 1996.
<PAGE>
No person has been authorized in connection with this offering to give any
information or to make any representation not contained or incorporated by
reference in this Prospectus, and, if given or made, such information or
representation must not be relied upon as having been authorized by the
Company. Neither the delivery of this Prospectus nor any sales hereunder shall
under any circumstances create any implication that the information contained
herein is correct as of any time subsequent to the date hereof or the dates as
of which information is otherwise set forth or incorporated by reference
herein. This Prospectus does not constitute an offer to sell or a solicitation
of an offer to purchase any securities other than those to which it relates or
an offer to any person in any jurisdiction where such offer or solicitation
would be unlawful.
AVAILABLE INFORMATION
Additional information regarding the Company and the Shares offered hereby
is contained in the Registration Statement on Form S-3 (of which this
Prospectus forms a part) and the exhibits relating thereto (the "Form S-3
Registration Statement") filed by the Company with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"1933 Act"). The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "1934 Act"), and in accordance
therewith files reports, proxy statements, information statements and other
information with the Commission. Such reports, proxy statements, information
statements and other information can be inspected and copied at the public
reference facilities of the Commission at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the Commission's regional offices at 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661-2511 and 7 World Trade
Center, 13th Floor, New York, New York 10048. Copies of such material can be
obtained from the Public Reference Facilities maintained by the Commission at
Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, at
prescribed rates. The Common Stock is listed on the American Stock Exchange
and such reports, proxy statements and other information concerning the Company
may be inspected at the offices of the AMEX, 86 Trinity Place, New York, New
York 10006.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed by the Company with the Commission
(File No. 1-5706) are incorporated by reference into this Prospectus and made a
part hereof:
(1)The Company's Annual Report on Form 10-K for the year ended
December 31, 1995, Form 10-K/A Amendment No. 1 filed on April 29, 1996 and
Form 10-K/A Amendment No. 2 filed May 30, 1996, amending the Company's
Form 10-K for the year ended December 31, 1995.
(2)The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996.
(3)The Company's Current Report on Form 8-K dated January 31, 1996.
(4)The Company's Current Report on Form 8-K dated April 29, 1996.
<PAGE> 2
(5)The Consolidated Financial Statements and related schedules of The
Actava Group Inc. (now known as the Company) included in the Annual Report
on Form 10-K for the fiscal year ended December 31, 1994 of The Actava Group
Inc. (now known as the Company), as amended by Form 10-K/A Amendment No. 1,
filed on April 20, 1995 and Form 10-K/A Amendment No. 2, filed on July 13,
1995.
(6)The Company's Registration Statement on Form S-3 (Registration No.
333-03353) filed with the Commission on May 8, 1996, as amended.
(7)The description of the Company's Common Stock contained in its
registration statement on Form 8-A, as filed with the Commission on
November 1, 1995, including any amendment or report filed for the purpose of
amending such description (File No. 1-5706).
Also incorporated by reference into this Prospectus is the following
document filed by the Company with the Commission:
Registration Statement on Form S-4 (Registration No. 333-05049) declared
effective by the Commission on June 3, 1996, which includes the Proxy
Statement/Prospectus (the "Form S-4 Registration Statement") with respect to
a special meeting of stockholders of The Samuel Goldwyn Company relating to
approval of the merger of SGC Merger Corp., a newly formed, wholly-owned
subsidiary of the Company with and into The Samuel Goldwyn Company, and all
subsequent amendments thereof, but EXCLUDING the material set forth under
the following captions:
"Summary Information-Opinions of Financial Advisors,"
"Proposal No. 1-The Goldwyn Merger-Opinion of Financial Advisors"
"Appendix B-Fairness Opinion of Donaldson, Lufkin & Jenrette Securities
Corporation."
"Appendix C-Fairness Opinion of Furman Selz LLC."
In addition, all reports and documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act subsequent to the date
hereof and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference herein and made a part hereof from the date of the filing of such
documents.
The Company will provide without charge to each person to whom this
Prospectus is delivered, at the written or oral request of such person, a copy
of any or all of the foregoing documents incorporated herein by reference,
other than exhibits to such documents (unless such exhibits are specifically
incorporated by reference into the foregoing documents). Any such request
should be directed to Secretary, Metromedia International Group, Inc., c/o
Metromedia Company, One Meadowlands Plaza, East Rutherford, New Jersey 07073,
telephone (201) 531-8000.
<PAGE> 3
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in or incorporated by reference into this Prospectus
constitute "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995 (the "Reform Act"). Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors which may cause the actual results, performance or achievements
of the Company, or industry results, to be materially different from any future
results, performance, or achievements expressed or implied by such
forward-looking statements. Such factors include, among others, the following:
general economic and business conditions, which will, among other things,
impact demand for the Company's products and services; industry capacity, which
tends to increase during strong years of the business cycle; changes in public
taste, industry trends and demographic changes, which may influence the
exhibition of films in certain areas; competition from other entertainment and
communications companies, which may affect the Company's ability to generate
revenues; political, social and economic conditions and laws, rules and
regulations, particularly in Eastern Europe, the former Soviet Republics and
other emerging markets, which may affect the Company's results of operations;
timely completion of construction projects for new systems for the joint
ventures in which the Company has invested, which may impact the costs of such
projects; developing legal structures in Eastern Europe, the former Soviet
Republics and other emerging markets which may affect the Company's results of
operations; cooperation of local partners for the Company's communications
investments in Eastern Europe and the former Soviet Republics; exchange rate
fluctuations; license renewals for the Company's investments in Eastern Europe
and the former Soviet Republics; the loss of any significant customers; changes
in business strategy or development plans, which may, among other things,
prolong the time it takes to achieve the performance results included herein;
the significant indebtedness of the Company, including the Company's ability to
service its indebtedness and to comply with certain restrictive covenants;
quality of management; availability of qualified personnel; changes in, or the
failure to comply with, government regulations; and other factors referenced in
this Prospectus.
<PAGE> 4
THE COMPANY
GENERAL
The Company was organized in 1929 under Pennsylvania law and was
reincorporated in 1968 under Delaware law. On July 19, 1993, the Company
changed its name from Fuqua Industries, Inc. to The Actava Group Inc., and on
November 1, 1995, changed its name from The Actava Group Inc. to its present
name, Metromedia International Group, Inc. The Company's principal executive
offices are located at 945 East Paces Ferry Road, Suite 210, Atlanta, Georgia
30326, and its telephone number is (404) 261-6190.
The Company is a global entertainment, media and communications company with
continuing operations currently in two business groups. Through its
Entertainment Group, the Company is engaged primarily in the development,
production, acquisition, exploitation and worldwide distribution in all media
of motion pictures, television programming and other filmed entertainment
product. It has an extensive film library of over 1,200 titles, including the
Academy-Award winning titles, DANCES WITH WOLVES, SILENCE OF THE LAMBS AND
PLATOON. Through its Communications Group, the Company owns interests in and
participates along with local partners in the management of joint ventures
which operate wireless cable television systems, radio stations, paging
systems, an international toll calling service and trunked mobile radio
services in certain countries in Eastern Europe and certain of the former
Soviet Republics. The Company also owns two non-strategic assets: Snapper
Power Equipment Company ("Snapper"), which manufactures and sells lawn and
garden equipment and its investment in Roadmaster Industries Inc.
("Roadmaster"). For accounting purposes, Snapper and the Company's investment
in Roadmaster have been classified as assets held for disposition. The Company
is actively exploring a sale of Snapper. Roadmaster, a NYSE-listed company, is
a leading sporting goods manufacturer of which the Company owns approximately
38% of the outstanding shares. As the Company has disclosed in Amendment No. 1
to its Schedule 13D relating to Roadmaster filed with the Commission on
March 1, 1996, the Company intends to dispose of its investment in Roadmaster
during 1996.
RECENT DEVELOPMENTS
THE SAMUEL GOLDWYN COMPANY
On January 31, 1996, the Company entered into an Agreement and Plan of
Merger with The Samuel Goldwyn Company, a Delaware corporation ("Goldwyn") (as
amended, the "Goldwyn Merger Agreement"), pursuant to which a newly-formed,
wholly-owned subsidiary of the Company ("SGC Mergerco") will merge with and
into Goldwyn (the "Goldwyn Merger"). The acquisition of Goldwyn will expand
the Entertainment Group by adding a valuable library of over 850 film and
television titles, including numerous Hollywood classics and more recent
critically acclaimed films, and what the Company believes is the leading
specialized theatre circuit in the United States with 140 screens.
The Goldwyn Merger Agreement provides that upon consummation of the Goldwyn
Merger, Goldwyn's stockholders (the "Goldwyn Stockholders") will receive $5.00
worth of Common Stock for each share of Goldwyn common stock, provided that the
average closing price of the Common Stock over the 20 consecutive trading days
ending five days prior to the meeting (the "Meeting") of
<PAGE> 5
the Goldwyn Stockholders held to vote upon the Goldwyn Merger (the "Average
Closing Price") is between $12.50 and $16.50. If the Average Closing Price over
such period is less than $12.50 such Average Closing Price will be deemed to be
$12.50 and Goldwyn Stockholders will receive .4 shares of Common Stock for each
share of Goldwyn common stock, and if the Average Closing Price over such period
is greater than $16.50, such Average Closing Price will be deemed to be $16.50
and Goldwyn Stockholders will receive .3030 shares of Common Stock for each
share of Goldwyn common stock. The consummation of the Goldwyn Merger is subject
to, among other things, the approval of the Goldwyn Stockholders. The shares of
Common Stock to be received by the Selling Stockholder in the Goldwyn Merger
are being offered by this Prospectus.
The Goldwyn Merger is described more fully in the Company's Current Report
on Form 8-K dated January 31, 1996 and in the Proxy Statement/Prospectus
included in the Form S-4 Registration Statement, and any subsequent amendment
thereto, regarding the special meeting of Goldwyn's stockholders to be held
with respect to the Goldwyn Merger. All or a portion of such documents are
incorporated by reference into this Prospectus, and copies are available upon
request to the Company. See "Incorporation of Certain Documents By Reference."
The date and time when the Goldwyn Merger is to be consummated is referred
to herein as the "Effective Time."
MOTION PICTURE CORPORATION OF AMERICA
On May 17, 1996, the Company entered into an agreement (the "MPCA
Acquisition Agreement") to acquire Motion Picture Corporation of America
("MPCA") (the "MPCA Acquisition"). MPCA is an independent film production
company which focuses on producing and acquiring commercially marketable films
featuring popular actors at substantially less than average industry cost. MPCA
is headed by Bradley Krevoy and Steven Stabler, who have produced low budget,
profitable movies like the film DUMB AND DUMBER, which cost a reported $16
million to produce and grossed a reported total of approximately $250 million,
and THREESOME, which cost a reported $3.5 million to produce and grossed a
reported total of $60 million. The acquisition price for the MPCA Acquisition
is approximately $27.5 million of Common Stock (approximately 1,666,667 shares
assuming a closing price of $16.50 as reported by the AMEX on June 14, 1996), up
to $5.0 million of cash and the assumption of certain indebtedness
(approximately $10.0 million at March 31, 1996). Consummation of the MPCA
Acquisition remains subject to certain conditions.
SELLING STOCKHOLDER
Prior to the Effective Time, the Selling Stockholder beneficially owned
approximately 60.2% of the outstanding voting stock of Goldwyn. In addition,
prior to the Effective Time, Samuel Goldwyn, Jr., the trustee of the Selling
Stockholder, was a director and executive officer of Goldwyn. It is a
condition to the consummation of the Goldwyn Merger that Mr. Goldwyn be
employed as Chairman of the surviving corporation of the Goldwyn Merger. In
addition, prior to the Effective Time, pursuant to the Goldwyn Merger Agreement
and that certain Option Agreement, dated as of April 13, 1993, by and among
Goldwyn, Samuel Goldwyn, Jr. and the Selling Stockholder, Goldwyn intends to
exercise its option to issue (the "Goldwyn Put") 875,000 shares of Goldwyn
common stock to the Selling Stockholder. After exercise of the Goldwyn Put,
the Selling Stockholder will beneficially own 5,986,261 shares of Goldwyn
common stock, or approximately 64.0% of the outstanding common stock of
Goldwyn. Pursuant to the Goldwyn
6
<PAGE>
Merger Agreement, all of the shares of Goldwyn common stock held by the Selling
Stockholder will be converted into the Shares. At the Effective Time, assuming
an Average Closing Price of $13.12 the Selling Stockholder will beneficially own
2,281,364 shares of Common Stock, which are being registered on this
Registration Statement.
PLAN OF DISTRIBUTION
The Shares may be sold from time to time by the Selling Stockholder, or by
pledgees, donees, transferees or other successors in interest. Such sales may
be made on the American or the Pacific Stock Exchange or such other national
securities exchange or automated interdealer quotation system on which shares
of Common Stock are then listed, through negotiated transactions or otherwise
at prices and at terms then prevailing or at prices related to the then current
market price or in negotiated transactions. The Shares may be sold pursuant to
one or more of the following: (a) ordinary brokerage transactions and
transactions in which the broker solicits purchasers; (b) purchases by an
underwriter, a broker or a dealer as principal and resale by such underwriter,
broker or dealer for its account pursuant to this Prospectus; (c) a block trade
in which the broker or dealer so engaged will attempt to sell the Shares as
agent but may position and resell a portion of the block as principal to
facilitate the transaction; (d) an exchange distribution in accordance with the
rules of such exchange; (e) through the writing of options on the Shares; and
(f) directly or through brokers or agents in private sales at negotiated
prices. If necessary, a supplemental prospectus which describes the method of
sale in greater detail may be filed by the Company with the Commission pursuant
to Rule 424(c) under the 1933 Act under certain circumstances. In effecting
sales, underwriters, brokers or dealers engaged by the Selling Stockholder
and/or purchasers of the Shares may arrange for other underwriters, brokers or
dealers to participate. Underwriters, brokers or dealers will receive
commissions, concessions or discounts from the Selling Stockholder and/or the
purchasers of the Shares in amounts to be negotiated prior to the sale. In
addition, any Shares covered by this Prospectus which qualify for sale pursuant
to Rule 144 under the 1933 Act may be sold under Rule 144 rather than pursuant
to this Prospectus.
The Company will bear all expenses in connection with the registration and
sale of the Shares, other than commissions, concessions or discounts to
underwriters, brokers or dealers and fees and expenses of counsel or other
advisors to the Selling Stockholder.
The Selling Stockholder and any underwriter, broker or dealer who acts in
connection with the sale of the Shares hereunder may be deemed to be
"underwriters" within the meaning of Section 2(11) of the 1933 Act, and any
compensation received by them and any profit on any resale of the Shares as
principals might be deemed to be underwriting discounts and commissions under
the 1933 Act. Pursuant to a registration rights agreement, the Company has
agreed to indemnify the Selling Stockholder against certain liabilities,
including liabilities under the 1933 Act.
7
<PAGE>
LEGAL MATTERS
The validity of the Common Stock and certain other legal matters in
connection with this Offering will be passed upon for the Company by Paul,
Weiss, Rifkind, Wharton & Garrison, New York, New York.
EXPERTS
The consolidated financial statements and related schedules for Metromedia
International Group, Inc. as of December 31, 1995 and February 28, 1995 and for
the year ended December 31, 1995, and for each of the years in the two-year
period ended February 28, 1995 have been incorporated by reference herein in
reliance upon the report of KPMG Peat Marwick LLP, independent certified
accountants incorporated by reference herein, and upon the authority of such
firm as experts in accounting and auditing.
The consolidated financial statements and related schedules of The Actava
Group Inc. appearing in The Actava Group Inc. Annual Report on Form 10-K for
the year ended December 31, 1994 as amended, have been audited by Ernst & Young
LLP, independent auditors, as set forth in their report thereon included
therein and incorporated herein by reference. Such consolidated financial
statements and related schedules are incorporated by reference herein in
reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.
The consolidated financial statements and related schedules of The Samuel
Goldwyn Company as of March 31, 1996 and 1995 and for the three years ended
March 31, 1996, appearing in The Samuel Goldwyn Company Annual Report on Form
10-K for the year ended March 31, 1996 have been incorporated herein in
reliance upon the report of Price Waterhouse LLP, independent public
accountants, included therein and upon the authority of such firm as experts in
accounting and auditing.
The report of Price Waterhouse LLP on the consolidated financial statements
of The Samuel Goldwyn Company as at March 31, 1996 and 1995 and for the three
years ended March 31, 1996 contains an explanatory paragraph stating that the
possibility that The Samuel Goldwyn Company's credit facility and loan terms
may not be extended beyond the June 28, 1996 maturity date raises substantial
doubt about its ability to continue as a going concern.
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Securities and Exchange Commission registration fee 7,529
AMEX Additional listing fee - 0 -
Accountant's fees and expenses 15,000
Legal fees and expenses 10,000
Blue Sky fees and expenses 2,500
Printing 1,000
Miscellaneous 2,500
Total 38,529
The foregoing items, except for the Securities and Exchange Commission
registration fee, are estimated. The Company will pay all of the above
expenses. The Selling Stockholder will pay its own expenses, including
expenses of its own counsel, broker or dealer fees, discounts and expenses, and
all transfer and other taxes on the sale of the Shares.
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.
II-1
<PAGE>
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. 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
transactions 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.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
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 Index of Exhibits included with the exhibits filed as part of
this Registration Statement.
II-2
<PAGE>
EXHIBIT Description PAGE
No. No.
2.1 Agreement and Plan of Merger dated as of January 31, 1996 by
and among the Registrant, The Samuel Goldwyn 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.
2.2 Amendment No. 1 to Agreement and Plan of Merger, dated as of
May 29, 1996, by and among the Registrant, The Samuel Goldwyn
Company and SGC Merger Corp. (Exhibit 2.5 to Registration
Statement on Form S-4 (Registration No. 333-05049)).
2.3 Agreement and Plan of Merger, dated as of December 20, 1995,by
and among the Registrant, Alliance Entertainment Corp. and
Alliance Merger 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)
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)).
4.3* Registration Rights Agreement, dated as of June 20, 1996,
between the Registrant and the Selling Stockholder.
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-6 of this Registration
Statement)
______________
* Filed herewith.
** To be filed by amendment.
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.
II-3
<PAGE>
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1)To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i)to include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933 (the "Act");
(ii)to reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
registration statement;
(iii)to include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information on the
registration statement;
PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) do not apply if
the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(2)That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment 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 be the initial bona fide offering thereof.
(3)To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
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 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
II-4
<PAGE>
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 be the initial bona fide
offering thereof.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused
this 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 20, 1996
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature to
this Registration Statement appears below hereby constitutes and
appoints Silvia Kessel, Arnold L. Wadler and Robert A. Maresca, such
person's true and lawful attorney-in-fact and agent with full power of
substitution for such person and in such person's name, place and stead,
in any and all capacities, to sign and to file with the Securities and
Exchange Commission any and all amendments and post-effective amendments
to this Registration Statement, with exhibits thereto and other
documents in connection therewith, granting unto said attorney-in-fact
and agent full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises,
as fully to all intents and purposes as such person might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact
and agent, or any substitute therefor, may lawfully do or cause to be
done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on
behalf of the Registrant and in the capacities indicated on the 20th day
of June, 1996.
<TABLE>
<CAPTION>
SIGNATURES TITLE
<S> <C>
/s/ JOHN W. KLUGE Chairman of the Board
- -------------------------------
John W. Kluge
/s/ STUART SUBOTNICK Vice Chairman of the Board
- -------------------------------
Stuart Subotnick
/s/ JOHN D. PHILLIPS
- ------------------------------- President and Chief Executive Officer
John E. Phillips Director (Principal Executive Officer)
/s/ SILVIA KESSEL Senior Vice President, Chief Financial Officer
- ------------------------------- and Director (Principal Financial Officer)
Silvia Kessel
/s/ ARNOLD L. WADLER Senior Vice President, General Counsel and
- ------------------------------- Director
Arnold L. Wadler
<PAGE> II-6
/s/ ROBERT A. MARESCA Senior Vice President (Principal Accounting
- ------------------------------- Officer)
Robert A. Maresca
/s/ JOHN P. IMLAY, JR. Director
- -------------------------------
John P. Imlay, Jr.
/s/ CLARK A. JOHNSON Director
- -------------------------------
Clark A. Johnson
/s/ CARL E. SANDERS Director
- -------------------------------
Carl E. Sanders
/s/ RICHARD J. SHERWIN Director
- -------------------------------
Richard J. Sherwin
/s/ LEONARD WHITE Director
- -------------------------------
Leonard White
</TABLE>
II-7
<PAGE>
INDEX OF EXHIBITS
EXHIBIT Description PAGE
No. No.
2.1 Agreement and Plan of Merger dated as of January 31, 1996 by
and among the Registrant, The Samuel Goldwyn 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.
2.2 Amendment No. 1 to Agreement and Plan of Merger, dated as of
May 29, 1996, by and among the Registrant, The Samuel Goldwyn
Company and SGC Merger Corp. (Exhibit 2.5 to Registration
Statement on Form S-4 (Registration No. 333-05049)).
2.3 Agreement and Plan of Merger, dated as of December 20, 1995,by
and among the Registrant, Alliance Entertainment Corp. and
Alliance Merger 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)
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)).
4.3* Registration Rights Agreement, dated as of June 20, 1996,
between the Registrant and the Selling Stockholder.
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-6 of this Registration
Statement)
______________
* Filed herewith.
** To be filed by amendment.
<PAGE>
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Metromedia International Group, Inc.:
We consent to the use of our reports incorporated herein by
reference and to the reference to our firm under the heading
"Experts" in the prospectus.
KPMG Peat Marwick LLP
New York, New York
June 18, 1996
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts"
and to the use of our reports dated March 10, 1996, 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 20,
1996 for the registration of shares of its common stock.
/s/ ERNST & YOUNG LLP
--------------------------
Ernst & Young LLP
Atlanta, Georgia
June 18, 1996
<PAGE>
Exhibit 23.3
CONSENT OF INDEPENDENT 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,
1995 appearing on page F-2 of The Samuel Goldwyn Company's Annual
Report on From 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 reference
to us under the heading "Experts" in such Prospectus.
Price Waterhouse LLP
Century City, California
June 18, 1996
