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Previous: FORD MOTOR CREDIT CO, 424B3, 1997-12-18 |
Next: GENERAL MOTORS ACCEPTANCE CORP, 424B3, 1997-12-18 |
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, as amended
Date of Report (Date of earliest event reported): December 18, 1997
------------------------------
METROMEDIA INTERNATIONAL GROUP, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 1-5706 58-0971455
- ---------------------------- ------------ ----------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification Number)
One Meadowlands Plaza
East Rutherford, New Jersey 07073-2137
----------------------------------------
(Address of principal executive offices)
Registrant's telephone number, including area code: (201) 531-8000
--------------
<PAGE>
Item 2. ACQUISITION OR DISPOSITION OF ASSETS.
On December 17, 1997, Metromedia International Group, Inc.
(the "Company") entered into an agreement (the "Landmark
Agreement") with Silver Cinemas, Inc. ("Silver Cinemas"),
pursuant to which the Company will sell to Silver Cinemas (the
"Landmark Sale") all of the assets and certain of the
liabilities of its subsidiary, Landmark Theatre Group
("Landmark"), for an aggregate cash purchase price of
approximately $65 million. The Company will retain certain of
Landmark's liabilities, which it estimates will be $13
million. The Company anticipates that the Landmark Sale will
be consummated in the first quarter of 1998. Landmark is one
of the largest exhibitors of specialized motion pictures and
art-house films in the United States, with 49 theaters and 139
screens.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS. The following pro forma consolidated
condensed balance sheet of the Company at September 30, 1997
and pro forma condensed statements of operations of the
Company for the year ended December 31, 1996 and the nine
months ended September 30, 1997 give effect to the Landmark
Sale as if such sale had occurred as of the dates thereof. The
pro forma consolidated condensed financial statements should
be read in conjunction with the historical financial
statements of the Company which are contained in the Company's
Quarterly Report on Form 10-Q for the period ending September
30, 1997.
2
<PAGE>
METROMEDIA INTERNATIONAL GROUP, INC.
CONSOLIDATED CONDENSED BALANCE SHEET
SEPTEMBER 30, 1997
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
SALE
HISTORICAL(1) TRANSACTION PRO FORMA
------------- ----------- ---------
<S> <C> <C> <C>
ASSETS:
Current assets:
Cash and cash equivalents $ 310,257 $ 55,000 (4) $ 365,257
Accounts receivable:
Snapper, net 20,278 20,278
Other, net 4,965 4,965
Inventories 87,490 87,490
Other assets 5,466 5,466
------------ ------------
Total current assets 428,456 483,456
Investments in and advances to Joint Ventures 106,789 106,789
Net assets of discontinued operations - Landmark Theatre Group, Inc. 47,450 (47,450) (4) -
Property, plant and equipment, net of accumulated depreciation 39,979 39,979
Intangible assets, less accumulated amortization 195,520 195,520
Other assets 11,197 11,197
------------ ------------
Total assets $ 829,391 $ 836,941
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY:
Current liabilities:
Accounts payable $ 19,483 $ 19,483
Accrued expenses 102,200 6,000 (4) 108,200
Current portion of long-term debt 11,045 11,045
Losses in excess of investment in RDM Sports Group, Inc. 15,000 15,000
------------ ------------
Total current liabilities 147,728 153,728
Long-term debt 57,055 57,055
Other long-term liabilities 3,612 3,612
------------ ------------
Total liabilities 208,395 214,395
------------ ------------
Minority interest 36,435 36,435
Stockholders' equity:
7-1/4% Cumulative Convertible Preferred Stock 207,000 207,000
Common Stock 67,996 67,996
Paid-in surplus 1,004,383 1,004,383
Other (3,853) (3,853)
Accumulated deficit (690,965) 1,550 (4) (689,415)
------------ ------------
Total stockholders' equity 584,561 586,111
------------ ------------
Total liabilities and stockholders' equity $ 829,391 $ 836,941
============ ============
</TABLE>
See accompanying notes.
3
<PAGE>
METROMEDIA INTERNATIONAL GROUP, INC.
CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1996
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
HISTORICAL (2) LANDMARK(3) PRO FORMA
------------ ------------ ------------
<S> <C> <C> <C>
Revenues $ 66,172 $ 29,580 $ 36,592
Costs and expenses:
Cost of sales and rentals and operating expenses 45,561 23,304 22,257
Selling, general and administrative 59,863 2,424 57,439
Depreciation and amortization 9,913 2,236 7,677
------------ ------------ ------------
Operating income (loss) (49,165) 1,616 (50,781)
Interest expense 19,548 458 19,090
Interest income 8,552 -- 8,552
------------ ------------ ------------
Interest expense, net 10,996 458 10,538
Income (loss) before provision for income taxes,
equity in losses of Joint Ventures and minority
interest (60,161) 1,158 (61,319)
Provision for income taxes (414) -- (414)
Equity in losses of Joint Ventures (11,079) -- (11,079)
Minority interest 666 -- 666
------------ ------------ ------------
Income (loss) from continuing operations $ (70,988) $ 1,158 $ (72,146)
============ ============ ============
Weighted average number of common shares and common share equivalents:
Primary 54,293 54,293
============ ============
Loss per common share - Primary:
Continuing operations $ (1.31) $ (1.33)
============ ============
</TABLE>
See accompanying notes.
4
<PAGE>
METROMEDIA INTERNATIONAL GROUP, INC.
CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS
NINE MONTHS ENDED SEPTEMBER 30, 1997
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
HISTORICAL (1)
--------------
<S> <C>
Revenues $ 147,520
Cost and expenses:
Cost of sales and rentals and operating expenses 91,493
Selling, general and administrative 91,982
Depreciation and amortization 12,071
------------
Operating loss (48,026)
Interest expense 16,463
Interest income 9,360
------------
Interest expense, net 7,103
Loss before income tax benefit, equity in losses
of investees and minority interest (55,129)
Income tax benefit 11,948
Equity in losses of Joint Ventures (7,561)
Equity in losses of and writedown of investment in RDM
Sports Group, Inc. (45,056)
Minority interest 5,056
------------
Loss from continuing operations $ (90,742)
============
Weighted average number of common shares and common share equivalents:
Primary 68,070
Fully diluted 69,096
Loss per common share - Primary:
Continuing operations $ (1.34)
============
Loss per common share - Fully diluted:
Continuing operations $ (1.31)
============
</TABLE>
See accompanying notes.
5
<PAGE>
(1) The Company reflected Landmark as a discontinuance of a business
segment as of and for the nine months ended September 30, 1997 in the
Company's September 30, 1997 Form 10-Q.
(2) Reflects the July 10, 1997 sale of the Entertainment Group as a
discontinuance of a business segment.
(3) The Company acquired Landmark on July 2, 1996. The pro forma adjustment
reflects the results of operations of Landmark for the period July 2,
1996 to December 31, 1996.
(4) Reflects the sale of Landmark as follows (in thousands):
Net proceeds $ 55,000
Net assets of Landmark at September 30,1997 (47,450)
Income taxes (6,000)
--------
Gain on sale of Landmark $ 1,550
========
The Company has made a preliminary calculation of the estimated gain on the sale
of Landmark. However there can be no assurance that the actual gain will not
differ significantly from the pro forma adjustment.
6
<PAGE>
(b) EXHIBITS. The following exhibits to this Report and are filed
herewith:
Exhibit 99.1 Press Release, dated December 18, 1997,
announcing the execution of the Landmark
Agreement.
7
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, 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
Executive Vice President, General
Counsel and Secretary
Dated: December 18, 1997
8
<PAGE>
EXHIBIT INDEX
METROMEDIA INTERNATIONAL GROUP, INC.
Current Report on Form 8-K
Dated December 18, 1997
EXHIBIT NO. DESCRIPTION
----------- -----------
99.1 Press Release, dated December 18, 1997,
announcing the execution of the Landmark
Agreement.
9
Exhibit 99.1
METROMEDIA INTERNATIONAL GROUP EXITS ENTERTAINMENT
BUSINESS AND INCREASES FOCUS ON COMMUNICATIONS WITH
SALE OF LANDMARK THEATRE TO SILVER CINEMAS
East Rutherford, NJ--December 18, 1997--Metromedia International
Group, Inc. (MMG) today announced an agreement to sell its Landmark Theatre
Group to Silver Cinemas, Inc., for an aggregate gross cash consideration of
approximately $65 million, payable to MMG upon the closing of the transaction,
which is expected to occur in the first quarter of 1998.
Stuart Subotnick, President and Chief Executive Officer of
Metromedia International Group, said "This sale brings MMG one step closer to
being a pure-play communications company that is seizing one of the most
lucrative opportunities in the communications sector. MMG's efforts will be
further focused on developing and marketing the key services required by
emerging economies with enormous potential subscriber bases."
The transaction is subject to the satisfaction of customary closing
conditions.
Metromedia International Group, Inc., through its wholly owned
subsidiary, Metromedia International Telecommunications, Inc. (MITI), operates
communications and media businesses in Eastern Europe, the former Soviet Union
and other emerging markets including wireless cable television stations; FM
radio stations; radio paging operations; an international toll calling service;
Trunked Mobile Radio systems, and GSM cellular operations. Through its 57%
ownership of Metromedia Asia Corporation, MITI operates ventures supporting
wired telephone network and GSM cellular system operations in China.
Contact: Eric M. Leeds, G.A. Kraut Company, 212-696-5600
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