UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 2)
Under the Securities Exchange Act of 1934
RDM SPORTS GROUP, INC.
(Formerly known as Roadmaster Industries, Inc.)
(Name of Issuer)
Common Stock, $.01 Par Value
(Title of Class of Securities)
769-727-108
(CUSIP Number)
ARNOLD L. WADLER
Executive Vice President, Secretary & General Counsel
Metromedia International Group, Inc.
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
July 20, 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 ("Exchange Act") or otherwise subject to the liabilities of that
section of the Exchange Act but shall be subject to all other provisions of the
Exchange Act (however, see the Notes).
<PAGE>
SCHEDULE 13D
CUSIP NO. 769-727-108 PAGE 2 OF 5 PAGES
---------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
METROMEDIA INTERNATIONAL GROUP, INC.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
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
22,169,000 shares
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
22,169,000 shares
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,169,000 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
44.8%
14 TYPE OF REPORTING PERSON
CO
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<PAGE>
ITEM 1. SECURITY AND ISSUER.
-------------------
This statement on Schedule 13D filed by Metromedia International
Group, Inc. (formerly known as The Actava Group Inc.) ("MIG") on
December 15, 1994 (the "Statement"), as amended by Amendment No. 1
filed on March 1, 1996, relating to the common stock, par value $.01
per share (the "RDM Common Stock"), of RDM Sports Group, Inc.
(formerly known as Roadmaster Industries, Inc.), a Delaware
corporation ("RDM"), is hereby further amended as set forth below.
Unless otherwise indicated, all capitalized terms used herein shall
have the same meaning as set forth on the Statement.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
-------------------------------------------------
Item 3 is hereby amended by adding to the end thereof the following
paragraph:
On June 20, 1997, RDM entered into a new $100 million revolving
credit facility (the "RDM Credit Facility") with a syndicate of
lenders (the "Lenders") and used a portion of the proceeds of such
facility to refinance all of its existing credit facility. In order
to induce the Lenders to extend the entire amount of the RDM Credit
Facility to RDM, Metromedia Company ("Metromedia") provided the
Lenders with a $15 million standby letter of credit that may be
drawn by the Lenders if (i) RDM defaults in any payment of principal
or interest or any other covenant or agreement in the RDM Credit
Facility, subject, in each case, to customary grace periods, or (ii)
the bankruptcy or insolvency of RDM. In consideration for the
provision of the $15 million letter of credit, RDM issued to
Metromedia 10-year warrants to acquire 3,000,000 shares of RDM
Common Stock exercisable from and after September 20, 1997 at an
exercise price of $.50 per share (the "RDM Warrants"). In accordance
with the terms of the agreement entered into in connection with the
RDM Credit Facility, Metromedia offered MIG the opportunity to
substitute its letter of credit for Metromedia's letter of credit
and to receive the RDM Warrants without payment of any additional
consideration. On July 10, 1997, MIG's Board of Directors elected to
substitute its letter of credit for Metromedia's letter of credit
and the RDM Warrants were assigned to MIG.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
-------------------------------------------------------------
RESPECT TO SECURITIES OF THE ISSUER.
-----------------------------------
Item 6 is hereby amended by adding to the end thereof the following
paragraph:
(c) Letter of Credit. On June 20, 1997, RDM entered into the RDM
Credit Facility with the Lenders and used a portion of the proceeds
of such facility to refinance all of its existing credit facility.
In order to induce the Lenders to extend the entire amount of the
RDM Credit Facility to RDM, Metromedia provided the Lenders with a
$15 million standby letter of credit
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<PAGE>
that may be drawn by the Lenders if (i) RDM defaults in any payment
of principal or interest or any other covenant or agreement in the
RDM Credit Facility, subject, in each case, to customary grace
periods, or (ii) the bankruptcy or insolvency of RDM. In
consideration for the provision of the $15 million letter of credit,
RDM issued to Metromedia the RDM Warrants. In accordance with the
terms of the agreement entered into in connection with the RDM
Credit Facility, Metromedia offered MIG the opportunity to
substitute its letter of credit for Metromedia's letter of credit
and to receive the RDM Warrants without the payment of any
additional consideration. On July 10, 1997, MIG's Board of Directors
elected to substitute its letter of credit for Metromedia's letter
of credit and the RDM Warrants were assigned to MIG.
Page 4 of 5
<PAGE>
SIGNATURE
---------
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: July 25, 1997
METROMEDIA INTERNATIONAL GROUP, INC.
By: /s/ ARNOLD L. WADLER
---------------------------------
Name: Arnold L. Wadler
Title: Executive Vice President,
Secretary and General Counsel
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