UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
METROMEDIA INTERNATIONAL GROUP, INC.
(Name of Issuer)
Common Stock, $1.00 Par Value
(Title of Class of Securities)
591695-10-1
(CUSIP Number)
ARNOLD L. WADLER
Executive Vice President, Secretary & General Counsel,
Metromedia Company
One Meadowlands Plaza, East Rutherford, New Jersey 07073-2137
Tel. No.: (201) 531-8000
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
WITH COPY TO:
JAMES M. DUBIN, ESQ.
Paul, Weiss, Rifkind, Wharton & Garrison
1285 Avenue of the Americas
New York, New York 10019-6064
Tel. No.: (212) 373-3000
May 15, 1997
(Date of Event which Requires Filing of
this Statement)
If the filing person has previously filed a statement on Schedule 13D 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 [ ].
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).
Page 1 of 9
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SCHEDULE 13D
CUSIP NO. 591695-10-1 PAGE 2 OF 9 PAGES
---------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
METROMEDIA COMPANY
62-1293303
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
n/a
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
17,219,737 shares, including 7,989,206 shares
beneficially owned through Metromedia Company,
4,426,249 shares beneficially owned through Met
Telcell, Inc., 4,353,057 shares beneficially owned
through a trust and 451,225 shares that may be
deemed beneficially owned through membership in a
group
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
17,219,737 shares, including 7,989,206 shares
beneficially owned through Metromedia Company,
4,426,249 shares beneficially owned through Met
Telcell, Inc., 4,353,057 shares beneficially owned
through a trust and 451,225 shares that may be
deemed beneficially owned through membership in a
group
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,219,737 shares, including 7,989,206 shares beneficially owned
through Metromedia Company, 4,426,249 shares beneficially owned
through Met Telcell, Inc., 4,353,057 shares beneficially owned
through a trust and 451,225 shares that may be deemed beneficially
owned through membership in a group
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26%
14 TYPE OF REPORTING PERSON
PN
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<PAGE>
SCHEDULE 13D
CUSIP NO. 591695-10-1 PAGE 3 OF 9 PAGES
--------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JOHN W. KLUGE
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
n/a
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
7 SOLE VOTING POWER
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
17,219,737 shares, including 7,989,206 shares
beneficially owned through Metromedia Company,
4,426,249 shares beneficially owned through Met
Telcell, Inc., 4,353,057 shares beneficially owned
through a trust and 451,225 shares that may be
deemed beneficially owned through membership in a
group
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
17,219,737 shares, including 7,989,206 shares
beneficially owned through Metromedia Company,
4,426,249 shares beneficially owned through Met
Telcell, Inc., 4,353,057 shares beneficially owned
through a trust and 451,225 shares that may be
deemed beneficially owned through membership in a
group
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,219,737 shares, including 7,989,206 shares beneficially owned
through Metromedia Company, 4,426,249 shares beneficially owned
through Met Telcell, Inc., 4,353,057 shares beneficially owned
through a trust and 451,225 shares that may be deemed beneficially
owned through membership in a group
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26%
14 TYPE OF REPORTING PERSON
IN
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<PAGE>
SCHEDULE 13D
CUSIP NO. 591695-10-1 PAGE 4 OF 9 PAGES
---------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
STUART SUBOTNICK
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
n/a
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
7 SOLE VOTING POWER
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
17,219,737 shares, including 7,989,206 shares
beneficially owned through Metromedia Company,
4,426,249 shares beneficially owned through Met
Telcell, Inc., 4,353,057 shares beneficially owned
through a trust and 451,225 shares that may be
deemed beneficially owned through membership in a
group
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
17,219,737 shares, including 7,989,206 shares
beneficially owned through Metromedia Company,
4,426,249 shares beneficially owned through Met
Telcell, Inc., 4,353,057 shares beneficially owned
through a trust and 451,225 shares that may be
deemed beneficially owned through membership in a
group
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,219,737 shares, including 7,989,206 shares beneficially owned
through Metromedia Company, 4,426,249 shares beneficially owned
through Met Telcell, Inc., 4,353,057 shares beneficially owned
through a trust and 451,225 shares that may be deemed beneficially
owned through membership in a group
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26%
14 TYPE OF REPORTING PERSON
IN
- ------ --------------
<PAGE>
SCHEDULE 13D
CUSIP NO. 591695-10-1 PAGE 5 OF 9 PAGES
--------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MET TELCELL, INC.
13-3586875
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
n/a
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
17,219,737 shares, including 7,989,206 shares
beneficially owned through Metromedia Company,
4,426,249 shares beneficially owned through Met
Telcell, Inc., 4,353,057 shares beneficially owned
through a trust and 451,225 shares that may be
deemed beneficially owned through membership in a
group
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
17,219,737 shares, including 7,989,206 shares
beneficially owned through Metromedia Company,
4,426,249 shares beneficially owned through Met
Telcell, Inc., 4,353,057 shares beneficially owned
through a trust and 451,225 shares that may be
deemed beneficially owned through membership in a
group
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,219,737 shares, including 7,989,206 shares beneficially owned
through Metromedia Company, 4,426,249 shares beneficially owned
through Met Telcell, Inc., 4,353,057 shares beneficially owned
through a trust and 451,225 shares that may be deemed beneficially
owned through membership in a group
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26%
14 TYPE OF REPORTING PERSON
CO
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<PAGE>
ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D filed on November 1, 1995 (the
"Statement"), as amended by Amendment No. 1 filed on May 2, 1997
("Amendment No. 1"), relating to the common stock, par value $1.00
per share (the "Common Stock"), of Metromedia International Group,
Inc., a Delaware corporation (the "Company"), is hereby further
amended as set forth below. Unless otherwise indicated, all
capitalized terms used herein shall have the same meaning as set
forth in the Statement.
ITEM 2. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 of the Statement is hereby amended to add after the last
sentence of the paragraph captioned "John W. Kluge" the following:
Subsequent to the filing of Amendment No. 1, an additional
527,600 shares of Common Stock were purchased with the
personal funds of the Trust in an aggregate amount of
$5,007,825.
ITEM 3. INTEREST IN SECURITIES OF THE ISSUER.
Item 5(a) of the Statement is hereby amended and restated to read in
its entirety as follows:
Metromedia
Metromedia is the direct owner of 7,989,206 shares of Common
Stock and may be deemed the beneficial owner of an additional
9,230,531 shares of Common Stock through its membership in a
group of entities under the common ownership and control of
Messrs. Kluge and Subotnick, for a total of 17,219,737 shares
of Common Stock, representing 26% of the outstanding shares of
Common Stock.
John W. Kluge
Mr. Kluge is the beneficial owner of 17,219,737 shares of
Common Stock, which figure includes 7,989,206 shares owned by
Metromedia, 4,426,249 shares owned by Met Telcell, 4,353,057
shares owned by the Trust and 451,225 shares owned by Mr.
Subotnick in joint tenancy, of which Mr. Kluge may be deemed a
beneficial owner by virtue of his membership in a group with
Mr. Subotnick. This amount constitutes 26% of the outstanding
shares of Common Stock.
Stuart Subotnick
Mr. Subotnick is the beneficial owner of 17,219,737 shares of
Common Stock, which figure includes 7,989,206 shares owned by
Metromedia, 4,426,249 shares owned by Met Telcell, 451,225
shares owned in joint tenancy and 4,353,057 shares owned by
the Trust, of
Page 6 of 9
<PAGE>
which Mr. Subotnick may be deemed a beneficial owner by virtue
of his membership in a group with Mr. Kluge. This amount
constitutes 26% of the outstanding shares of Common Stock.
Met Telcell
Met Telcell is the direct owner of 4,426,249 shares of Common
Stock and may be deemed the beneficial owner of an additional
12,793,488 shares of Common Stock through its membership in a
group of entities under the common ownership and control of
Messrs. Kluge and Subotnick, for a total of 17,219,737 shares
of Common Stock, representing 26% of the outstanding shares of
Common Stock.
Item 5(b) of the Statement is hereby amended by replacing the
references to "3,826,949 shares" in the third line of the paragraph
captioned "John W. Kluge" and the third line of the paragraph
captioned "Stuart Subotnick" with "4,353,057 shares."
Item 5(c) of the Statement is hereby amended to add after the last
sentence the following:
Subsequent to the filing of the Statement, Messrs. Kluge and
Subotnick were issued options to acquire shares of Common
Stock, of which 220,000 options to acquire shares of Common
Stock may be exercised by each of Messrs. Kluge and Subotnick
within 60 days of the date of this filing.
Subsequent to the filing of Amendment No. 1, Mr. Kluge
purchased or otherwise acquired shares of Common Stock on the
dates, in the amounts and at the prices set forth on Annex D
attached hereto and incorporated by reference herein. All
purchases were made in the open market.
Page 7 of 9
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
I hereby certify that the information set forth in this statement is true,
complete and correct.
Dated: May 15, 1997
METROMEDIA COMPANY
By: /s/ Stuart Subotnick
--------------------------
Name: Stuart Subotnick
Title: General Partner
/s/ John W. Kluge
--------------------------------
John W. Kluge
/s/ Stuart Subotnick
--------------------------------
Stuart Subotnick
MET TELCELL, INC.
By: /s/ Stuart Subotnick
--------------------------
Name: Stuart Subotnick
Title: Executive Vice President
Page 8 of 9
<PAGE>
ANNEX D
Number of Shares Price Paid
Date of Purchase of Common Stock per Share Total Price Paid
- ---------------- --------------- ----------- ----------------
5/5/97 10,000 9 3/8 $ 93,750
5/6/97 107,600 9 1/2 1,022,200
5/7/97 10,000 9 1/2 95,000
5/8/97 350,000 9 1/2 3,325,000
5/8/97 50,000 9 7/16 471,875
------- ---------
527,600 $5,007,825
Page 9 of 9
