SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Metromedia International Group, Inc.
(Name of Issuer)
Common Stock $1.00 par value
(Title of Class and Securities)
591695-10-1
(CUSIP Number of Class of Securities)
Arthur M. Siskind, Esq.
c/o News America Incorporated
The News Corporation Limited
1211 Avenue of the Americas
New York, New York 10036
(212) 852-7000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Copy to:
Alan G. Straus, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, New York 10022
(212) 735-2037
September 30, 1999
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this Schedule because of section 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following: ( )
Note. Schedule filed in paper format shall include a signed original
and five copies of the Schedule, including all exhibits. See section
240.13d-7(b) for other parties to whom copies are to be sent.
(Continued on following pages)
_________________________
/1/ The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page.
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).
CUSIP No. 591695-10-1
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
The News Corporation Limited
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) (x)
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
OO
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
South Australia, Australia
NUMBER OF SHARES (7) SOLE VOTING POWER
BENEFICIALLY 9,136,744
OWNED BY
EACH
REPORTING (8) SHARED VOTING POWER
PERSON -0-
WITH
(9) SOLE DISPOSITIVE POWER
9,136,744
(10) SHARED DISPOSITIVE POWER
-0-
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,136,744
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
( )
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
9.8%
(14) TYPE OF REPORTING PERSON
CO
CUSIP No. 591695-10-1
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
News America Incorporated
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) (x)
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
OO
(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
NUMBER OF SHARES (7) SOLE VOTING POWER
BENEFICIALLY 9,136,744
OWNED BY
EACH (8) SHARED VOTING POWER
REPORTING -0-
PERSON
WITH (9) SOLE DISPOSITIVE POWER
9,136,744
(10) SHARED DISPOSITIVE POWER
-0-
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,136,744
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
( )
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
9.8%
(14) TYPE OF REPORTING PERSON
CO
CUSIP No. 591695-10-1
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
News PLD LLC
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) (x)
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
OO
(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
NUMBER OF SHARES (7) SOLE VOTING POWER
BENEFICIALLY 9,136,744
OWNED BY
EACH (8) SHARED VOTING POWER
REPORTING -0-
PERSON
WITH (9) SOLE DISPOSITIVE POWER
9,136,744
(10) SHARED DISPOSITIVE POWER
-0-
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,136,744
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
( )
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
9.8%
(14) TYPE OF REPORTING PERSON
OO
CUSIP No. 591695-10-1
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
K. Rupert Murdoch
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) (x)
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
OO
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES (7) SOLE VOTING POWER
BENEFICIALLY 9,136,744
OWNED BY
EACH (8) SHARED VOTING POWER
REPORTING -0-
PERSON
WITH (9) SOLE DISPOSITIVE POWER
9,136,744
(10) SHARED DISPOSITIVE POWER
-0-
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,136,744
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
( )
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
9.8%
(14) TYPE OF REPORTING PERSON
IN
Item 1. Security and Issuer
The title of the class of equity securities to which this Schedule
relates is common stock, par value $1.00 per share (the "Common Stock"),
of Metromedia International Group, Inc., a Delaware corporation (the
"Issuer" or "Company"). The address of the principal executive offices of
the Company is One Meadowlands Plaza, East Rutherford, New Jersey
07073-2137.
Item 2. Identity and Background
(a) - (c), (f) This Schedule is being filed by (i) The News
Corporation Limited, a South Australia, Australia corporation ("News
Corporation"), with its principal executive office located at 2 Holt
Street, Sydney, New South Wales 2010, Australia, (ii) News America
Incorporated, a Delaware corporation ("NAI"), with its principal executive
office located at 1211 Avenue of the Americas, New York, New York 10036,
(iii) News PLD LLC, a Delaware limited liability company ("News PLD LLC"),
with its principal executive office located at 1211 Avenue of the Americas,
New York, New York 10036, and (iv) K. Rupert Murdoch, a United States
citizen, with his business address at 10201 West Pico Boulevard, Los
Angeles, CA 90035. News Corporation, NAI, News PLD LLC and K. Rupert
Murdoch are referred herein collectively as the "Reporting Persons". The
name, residence or business address, principal occupation or employment and
the name, principal business, and address of any corporation or other
organization in which such employment is conducted with respect to each
director and executive officer of each of the Reporting Persons are set
forth in Schedule 1 attached hereto, which is incorporated herein by
reference. To the knowledge of the Reporting Persons, each of the persons
named on Schedule 1 is a United States citizen unless otherwise indicated.
News Corporation is a diversified international communications
company principally engaged in the production and distribution of motion
pictures and television programming, television, satellite and cable
broadcasting, the publication of newspapers, books and magazines, the
production and distribution of promotional and advertising products and
services, the development of digital broadcasting, the development of
conditional access and subscription management systems and the creation
and distribution of on-line programming.
News Corporation owns indirectly 100% of the outstanding common
stock of NAI. NAI, the principal subsidiary in the United States of News
Corporation, conducts, together with its affiliates and subsidiaries, a
substantial portion of the United States activities of News Corporation.
NAI owns directly and through an intermediary 100% of the
outstanding membership interests in News PLD LLC.
News PLD LLC primarily holds, manages and otherwise deals with the
Reporting Persons' investment in the Company.
K. Rupert Murdoch is the Chairman and Chief Executive of News
Corporation; a director of News Publishing Australia Limited; a director
of News International plc, News Corporation's principal subsidiary in the
United Kingdom; a director of News Limited, News Corporation's principal
subsidiary in Australia; a director of NAI; a director of Satellite
Television Asian Region Limited, the Asia Pacific Region's largest
satellite television broadcaster; Chairman and a director of British Sky
Broadcasting Group plc, which operates one of the leading pay television
broadcasting services in the United Kingdom and the Republic of Ireland;
and Chairman and a director of Fox Entertainment Group, Inc., a leading
vertically integrated entertainment company.
Approximately 30% of the voting stock of News Corporation is owned
by Cruden Investments Pty. Limited, a subsidiary thereof, K. Rupert
Murdoch, members of his immediate family and a corporation which is
controlled by trustees of settlements and trusts set up for the benefit of
the Murdoch family, certain charities and other persons.
Cruden Investments Pty. Limited is a private Australian
incorporated investment company owned by Mr. Murdoch, members of his
family and various corporations and trusts, the beneficiaries of which
include Mr. Murdoch, members of his family and certain charities. By
virtue of shares of News Corporation owned by such persons and entities
and Mr. Murdoch's positions as Chairman and Chief Executive of News
Corporation, Mr. Murdoch may be deemed to control the operations of News
Corporation.
(d) - (e) None of the Reporting Persons have, during the last five
years, (i) been convicted in a criminal proceeding (excluding minor
traffic violations or similar misdemeanors) or (ii) been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction a result of which it was or is subject to a judgment, decree
or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violations with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
The Reporting Persons acquired beneficial ownership of the Common
Stock reported on hereunder on September 30, 1999 (the "Closing Date"),
pursuant to the closing of the merger (the "Merger") contemplated by the
Agreement and Plan of Merger, dated as of May 18, 1999 (the "Merger
Agreement"), by and among the Company, PLD Telekom Inc., a Delaware
corporation ("PLD"), and Moscow Communications, Inc., a Delaware
corporation ("Moscow"). Pursuant to the Merger Agreement, Moscow, a
wholly-owned subsidiary of the Company, was merged with and into PLD. PLD,
the surviving corporation, became a wholly-owned subsidiary of the
Company. At the time of the Merger, PLD was a reporting company under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the
Reporting Persons had previously filed jointly with the Commission on
August 14, 1998 a Schedule 13D under the Exchange Act to report their
respective ownership of shares of the common stock of PLD. The Reporting
Persons subsequently filed jointly with the Commission amendments thereto
on March 22, 1999 and May 18, 1999. Immediately prior to the Closing Date,
News PLD LLC owned 14,381,780 shares of common stock of PLD as determined
pursuant to Rule 13d-3 under the Exchange Act. In addition, immediately
prior to the Closing Date, NAI held promissory notes of PLD convertible
into 3,804,369 shares of common stock of PLD, which notes were paid in
full and which conversion rights were extinguished in connection with the
closing of the Merger. Each of News Corporation, NAI and Mr. Murdoch, as
persons who may be deemed to control News PLD LLC, may be deemed to
beneficially own the shares owned by News PLD LLC. In the Merger, each
shareholder of PLD received 0.6353 shares of Common Stock for every share
of common stock of PLD owned by such shareholder at the time the Merger
occurred. This Schedule 13D reflects beneficial ownership of 9,136,744
shares of Common Stock acquired by the Reporting Persons as a result of
the consummation of the Merger.
Item 4. Purpose of Transaction.
Each of the Reporting Persons has acquired its beneficial
ownership of the Common Stock reported on herein in the Merger as
described above. The Reporting Persons currently hold such Common Stock
for investment purposes. None of the Reporting Persons has plans or
proposals which relate to or would result in any of the transactions
described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in the Securities of the Issuer.
(a) (i) News PLD LLC has acquired and, for the purpose of Rule
13d-3 promulgated under the Exchange Act, beneficially owns 9,136,744
shares of Common Stock, representing approximately 9.8% of the outstanding
shares of the Company;
(a) (ii) Each of News Corporation, NAI and Mr. Murdoch, as persons
who may be deemed to control News PLD LLC for the purposes of Rule 13d-3
promulgated under the Exchange Act, beneficially own 9,136,744 shares of
Common Stock (the shares of Common Stock acquired by News PLD LLC),
representing approximately 9.8% of the outstanding shares of the Company.
Except as set forth in this Item 5(a), none of the Reporting
Persons, nor any other person controlling, controlled by or under common
control with, any of the Reporting Persons nor, to the best of their
knowledge, any persons named in Schedule 1 hereto owns beneficially any
shares of Common Stock.
(b) Each of the Reporting Persons has sole voting or dispositive
power with respect to the shares of Common Stock which they beneficially
hold. None of the Reporting Persons share voting and dispositive power with
respect to any shares of Common Stock which they beneficially hold.
(c) None other than the transactions described in Item 3.
(d) Inapplicable.
(e) Inapplicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Prior to the effective time of the Merger, NAI, News PLD LLC and
Metromedia Company, a Delaware general partnership ("Metromedia"), entered
into a Voting Agreement (the "Voting Agreement") with the Company which
provides, among other things, if Metromedia proposes to sell, transfer or
assign any shares of Common Stock to a non-affiliated third party (other
than a sale pursuant to an effective registration under the Securities Act
of 1933, as amended (the "Securities Act"), or Rule 144 promulgated under
the Securities Act), so long as NAI and its affiliates own more than 5% of
the outstanding Common Stock, NAI and its affiliates will have the right
to sell a proportionate amount of their Common Stock to the proposed
transferee.
In connection with the Merger, the Company entered into a
Registration Rights Agreement (the "Registration Rights Agreement") with
NAI and News PLD LLC which provides that the Company will put into place a
shelf registration statement no later than six months after the Merger is
consummated to register the shares of Common Stock that NAI and News PLD
LLC received in the Merger. Sales of the shares of Common Stock may be
made on the American Stock Exchange or the Pacific Stock Exchange or such
other national securities exchange or automated interdealer quotation
system on which the shares of Common Stock are then listed, through
negotiated transactions or otherwise and at terms then prevailing or at
prices related to the then current market price.
Under the terms of the Merger Agreement, the Company expanded the
size of its Board of Directors from nine to eleven members and permitted
NAI to designate a nominee to fill one of the newly created vacancies.
Item 7. Material to be Filed as Exhibits.
EXHIBIT No. DESCRIPTION
EXHIBIT 1. Agreement and Plan of Merger, dated as of May 18, 1999,
among PLD Telekom Inc., Metromedia International Group, Inc.
and Moscow Communications (Incorporated by reference to
Exhibit 99.2 of Metromedia International Group, Inc.'s
Current Report on Form 8-K, filed with the Commission on May
20, 1999 (SEC File No. 001-05706)).
EXHIBIT 2. Voting Agreement, dated as of May 18, 1999, among Metromedia
International Group, Inc., News America Incorporated, News
PLD LLC and, for the purposes of Section 5.5 only,
Metromedia Company (Incorporated by reference to Exhibit
99.3 of Metromedia International Group, Inc.'s Current
Report on Form 8-K, filed with the Commission on May 20,
1999 (SEC File No. 001-05706)).
EXHIBIT 3. Registration Rights Agreement, dated as of May 18, 1999,
among Metromedia International Group, Inc., News America
Incorporated and News PLD LLC (Incorporated by reference to
Exhibit 99.4 of Metromedia International Group, Inc.'s
Current Report on Form 8-K, filed with the Commission on May
20, 1999 (SEC File No. 001-05706)).
EXHIBIT 4. Agreement of Joint Filing, dated October 8, 1999, among News
Corporation, NAI, News PLD LLC and Mr. Murdoch.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Schedule is true,
complete and correct.
THE NEWS CORPORATION LIMITED
Dated: October 8, 1999 By: /s/ Arthur M. Siskind
________________________
Name: Arthur M. Siskind
Title: Director
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Schedule is true,
complete and correct.
NEWS AMERICA INCORPORATED
Dated: October 8, 1999 By: /s/ Arthur M. Siskind
_________________________
Name: Arthur M. Siskind
Title: Director
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Schedule is true,
complete and correct.
NEWS PLD LLC
Dated: October 8, 1999 By: /s/ Lawrence Jacobs
_________________________
Name: Lawrence Jacobs
Title: Vice President
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Schedule is true,
complete and correct.
Dated: October 8, 1999 /s/ K. Rupert Murdoch
_________________________
K. RUPERT MURDOCH
<TABLE>
<CAPTION>
SCHEDULE 1
DIRECTORS, EXECUTIVE OFFICERS AND CONTROLLING PERSONS OF THE REPORTING PERSONS.
<S> <C> <C>
PRINCIPAL BUSINESS OR
ORGANIZATION IN WHICH
PRINCIPAL OCCUPATION AND SUCH EMPLOYMENT
NAME BUSINESS ADDRESS IS CONDUCTED
- ---------------------- --------------------------------------------- ------------------------
K. Rupert Murdoch Chairman and Chief Executive of News News Corporation
Corporation; Director of News Publishing
Australia Limited; Director of News
International plc; Director of News Limited;
Director of NAI, Chairman and Director of Satellite
Television Asian Region Limited ("STAR TV");
Director of British Sky Broadcasting Group plc
("BSkyB"); 10201 West Pico Boulevard
Los Angeles, CA 90035
Geoffrey C. Bible Non Executive Director of News Corporation; Philip Morris
Chairman and Chief Executive Officer of Philip
Morris Companies Inc. ("Philip Morris"); Director
of New York Stock Exchange, Inc.; and Director of
Lincoln Center for the Performing Arts, Inc.;
120 Park Avenue
New York, New York 10017
Chase Carey Executive Director and Co-Chief Operating Fox Television
Officer of News Corporation; Director and Executive
Vice President of NAI; Chairman and Chief Executive
Officer of Fox Television; 10201 West Pico
Boulevard Los Angeles, CA 90035
Gareth C.C. Chang Executive Director of News Corporation; STAR TV
Executive Chairman of STAR TV;
8th Floor
One Harbourfront
18 Tak Fung Street
Kowloon, Hong Kong
Peter Chernin Executive Director, President and Chief News Corporation
Operating Officer of News Corporation; Director,
Chairman and Chief Executive Officer of NAI;
10201 West Pico Boulevard
Los Angeles, CA 90035
Principal Business or
Kenneth E. Cowley1 Non Executive Director of News Corporation; News Corporation
Director of Ansett Australia Holdings Limited;
Chairman of Ansett International Pty Ltd. and
Chairman of Ansett New Zealand Pty Ltd.;
2 Holt Street
Sydney, New South Wales 2010
Australia
David F. DeVoe Executive Director, Senior Executive Vice News Corporation
President and Chief Executive Officer and Finance
Director of News Corporation; Director and Senior
Executive Vice President of NAI; Director of STAR
TV; Director of BSkyB;
1211 Avenue of the Americas
New York, New York 10036
Roderick I. Eddington Executive Director News Corporation; Ansett
Executive Chairman of Ansett Holdings Limited
("Ansett"); Director of Ansett Australia Limited
and Ansett Australia Holdings Limited; Director and
Deputy Chairman of News Limited;
501 Swanston Street
Melbourne, 3000
Australia
Aatos Erkko2 Non Executive Director of News Corporation; Sanoma
Chairman and Chief Executive Officer of Sanoma
Group and Sanoma Corporation ("Sanoma"), privately
owned media companies in Finland;
P.O. Box 144
SF00101 Helsinki, Finland
Andrew S.B. Knight3 Non Executive Director of News Corporation; News Corporation
c/o News International plc
1 Virginia Street
London E19X4 England
Principal Business or
Lachlan K. Murdoch Executive Director of News Corporation; News Corporation
Chairman and Director of Queensland Press Limited;
Director of Herald & Weekly Times Limited; Managing
Director and Director of News Limited; Deputy
Chairman of STAR TV; Director of Beijing PDN Xinren
Information Technology Company Ltd.; Director of
FOXTEL Management Pty Ltd.;
2 Holt Street
Sydney, New South Wales 2010
Australia
Thomas J. Perkins Non Executive Director of News Corporation; Kleiner Perkins
Senior Partner at Kleiner Perkins Canfield & Byers
("Kleiner Perkins"); Director of Compaq Computer
Corporation;
4 Embarcadero Center
Suite 3520
San Francisco, CA 94111
Bert C. Roberts, Jr. Non Executive Director of News Corporation; MCI
Chairman, Director and Chief Executive Officer of
MCI Communications Corporation ("MCI");
1801 Pennsylvania Avenue, N.W.
Washington, D.C. 20006
Stanley S. Shuman Non Executive Director of News Corporation; Allen & Company
Executive Vice President and Managing Director of
Allen & Company Incorporated ("Allen & Company");
Director of NAI;
711 Fifth Avenue
New York, New York 10176
Arthur M. Siskind Executive Director, Senior Executive Vice News Corporation
President and Group General Counsel of News
Corporation; Director of BSkyB; Director and Senior
Executive Vice President of NAI; Director of STAR
TV;
1211 Avenue of the Americas
New York, New York 10036
</TABLE>
- --------
1 Citizen of Australia
2 Citizen of Finland
3 Citizen of United Kingdom
Exhibit 4
AGREEMENT OF JOINT FILING
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the
undersigned hereby consent to the joint filing on their behalf of a single
Schedule 13D and any amendments thereto, with respect to the ownership by
each of the undersigned of shares of Common Stock of Metromedia
International Group, Inc. The undersigned hereby further agree that this
statement may be executed in any number of counterparts, each of which when
so executed shall be deemed to be an original, but all of which
counterparts shall together constitute one and the same instrument.
Dated: October 8, 1999
THE NEWS CORPORATION LIMITED
By: /s/ Arthur M. Siskind
------------------------------
Name: ARTHUR M. SISKIND
Title: DIRECTOR
NEWS AMERICA INCORPORATED
By: /s/ Arthur M. Siskind
---------------------------------
Name: ARTHUR M. SISKIND
Title: DIRECTOR
NEWS PLD LLC
By: /s/ Lawrence Jacobs
-----------------------------------
Name: LAWRENCE JACOBS
Title: VICE PRESIDENT
/s/ K. Rupert Murdoch
--------------------------------------
K. RUPERT MURDOCH
