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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 28, 1999
METROMEDIA INTERNATIONAL GROUP, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 1-5706 58-0971455
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
ONE MEADOWLANDS PLAZA, EAST RUTHERFORD, NEW JERSEY 07073-2137
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (201) 531-8000
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ITEM 5. OTHER EVENTS
On September 28, 1999, Metromedia International Group, Inc. (the "Company")
issued a press release a copy of which is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
The press release filed as an exhibit to this report contains forward-looking
statements that involve risks and uncertainties. Factors that could cause or
contribute to such risks and uncertainties include, but are not limited to,
general economic and business conditions and various other factors beyond the
Company's control. A more thorough discussion of factors affecting the Company's
operating results are included in the Company's Annual Report on Form 10-K and
on Form 10-K/A for the fiscal year ended December 31, 1998, its Quarterly Report
on Form 10-Q and on Form 10-Q/A for the quarter ended June 30, 1999, and other
reports filed by the Company with the Securities and Exchange Commission.
ITEM 7. EXHIBITS
(a) Financial Statements of Business Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
EXHIBIT NUMBER DESCRIPTION
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99.1 Press Release, dated September 28, 1999.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
METROMEDIA INTERNATIONAL GROUP, INC.
Date: September 28, 1999 By: /s/ Silvia Kessel
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Silvia Kessel
Executive Vice President, Chief Financial
Officer and Treasurer
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EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
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99.1 Press Release, dated September 28, 1999.
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Exhibit 99.1
FOR IMMEDIATE RELEASE
METROMEDIA INTERNATIONAL GROUP, INC.
ANNOUNCES EXCHANGE RATIO IN CONNECTION WITH ACQUISITION OF
PLD TELEKOM INC.
NEW YORK, September 28, 1999 - Metromedia International Group, Inc. (AMEX:MMG),
a global communications company, announced today that the exchange ratio as
determined in accordance with the terms of the merger agreement between
Metromedia and PLD Telekom Inc. (NASDAQ:PLDI) has been determined to be .6353.
The company anticipates that the merger will be consummated shortly after the
shareholders of each company vote to approve the merger at their respective
shareholder meetings scheduled for September 30, 1999. Upon completion of the
merger, shareholders of PLD Telekom common stock will be entitled to receive
.6353 shares of MMG common stock for each share of PLD Telekom common stock held
by such holder.
ABOUT PLD TELEKOM
PLD Telekom Inc. is a major provider of high quality local, long distance and
international telecommunications services in the former Soviet Union. Its five
principal business units are PeterStar, which provides integrated local, long
distance and international telecommunications in St. Petersburg through a fully
digital fiber optic network; Teleport-TP, which provides international
telecommunications services from Moscow and operates a pan-Russian
satellite-based long distance network; Baltic Communications Limited (BCL),
which provides dedicated international telecommunications services in St.
Petersburg; ALTEL, which is the principal cellular service provider in the
Republic of Kazakhstan; and BELCEL, which provides the only national cellular
service in Belarus.
ABOUT METROMEDIA INTERNATIONAL GROUP
Metromedia International Group, Inc. is a global communications and media
company. Through its wholly owned subsidiary, Metromedia International
Telecommunications, Inc., the Company owns and operates communications and media
businesses in Eastern Europe, the republics of the former Soviet Union and other
selected emerging markets. These businesses include cellular telecommunications,
fixed telephony, international and long distance telephony, cable television,
paging and radio broadcasting.
THIS NEWS RELEASE CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS THAT INVOLVE
RISKS AND UNCERTAINTIES. FACTORS THAT COULD CAUSE OR CONTRIBUTE TO SUCH RISKS
AND UNCERTAINTIES INCLUDE, BUT ARE NOT LIMITED TO, GENERAL ECONOMIC AND
BUSINESS CONDITIONS, COMPETITION, CHANGES IN TECHNOLOGY AND METHODS OF
MARKETING, AND VARIOUS OTHER FACTORS BEYOND THE COMPANY'S CONTROL. THIS ALSO
INCLUDES SUCH FACTORS AS ARE DESCRIBED FROM TIME TO TIME IN THE SEC REPORTS
FILED BY METROMEDIA INTERNATIONAL GROUP, INC., AND PLD TELEKOM INC.,
INCLUDING THEIR MOST RECENTLY FILED FORM 10-K AND FORM 10-Q.
Contact: ELLEN STRAHS FADER, VICE PRESIDENT, INVESTOR RELATIONS
METROMEDIA INTERNATIONAL GROUP, INC.
(212) 606-4389
MAXWELL ABBOTT, VICE PRESIDENT, INVESTOR RELATIONS
PLD TELEKOM INC.
(212) 527-3800
