<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 31, 1999
REGISTRATION NO. 333-86203
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
METROMEDIA INTERNATIONAL GROUP, INC.
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 7812 58-0971455
(State or other jurisdiction of (Primary Standard Industrial (IRS Employer Identification
incorporation or organization) Classification Code Number) No.)
</TABLE>
------------------------
ONE MEADOWLANDS PLAZA
EAST RUTHERFORD, NEW JERSEY 07073-2137
(201) 531-8000
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
------------------------
ARNOLD L. WADLER, ESQ.
EXECUTIVE VICE PRESIDENT
GENERAL COUNSEL AND SECRETARY
ONE MEADOWLANDS PLAZA
EAST RUTHERFORD, NEW JERSEY 07073-2137
(201) 531-8000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
------------------------
COPIES TO:
DOUGLAS A. CIFU, ESQ.
PAUL, WEISS, RIFKIND, WHARTON & GARRISON
1285 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019-6064
212-373-3000
------------------------
APPROXIMATE DATE OF PROPOSED SALE TO PUBLIC: As soon as practicable after
this Registration Statement becomes effective and all other conditions to the
merger pursuant to the merger agreement described in this Registration Statement
have been satisfied or waived.
------------------------
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
EXPLANATORY NOTE
This Amendment No. 1 is being filed solely for the purpose of filing a
revised Exhibit 5.1 to this registration statement. Accordingly, Part I of this
registration statement, the form of prospectus, has been omitted from this
filing.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145(a) of the Delaware General Corporation Law provides that a
Delaware corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that the person is or was a director, officer, employee or agent of the
corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by the person in connection with such action, suit or proceeding if the person
in good faith and in a manner the person reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no cause to believe the person's conduct was
unlawful.
Section 145(b) of the Delaware General Corporation Law provides that a
Delaware corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that the person acted in any of the capacities described
above, against expenses (including attorneys' fees) actually and reasonably
incurred by the person in connection with the defense or settlement of this
action or suit if the person acted under similar standards as those described
above, except that no indemnification may be made in respect of any claim, issue
or matter as to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the court in which such action or
suit was brought shall determine that, despite the adjudication of liability but
in view of all the circumstances of the case, this person is fairly and
reasonably entitled to be indemnified for these expenses which the court shall
deem proper.
Section 145 of the Delaware General Corporation Law further provides that to
the extent a present or former director or officer of a corporation has been
successful in the defense of any action, suit or proceeding referred to above or
in the defense of any claim, issue, or matter therein, this person must be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by this person in connection therewith. Section 145 also provides that
this indemnification shall not be deemed exclusive of any other rights to which
the party seeking indemnification may be entitled and that the corporation may
purchase and maintain insurance on behalf of a director, officer, employee or
agent of the corporation or, at the corporation's request, as such in another
corporation, partnership, trust or other enterprise against any liability
asserted against this person or incurred by this person in any such capacity or
arising out of this person's status as such whether or not the corporation would
have the power to indemnify this person against these liabilities under Section
145 of the Delaware General Corporation Law.
Section 102(b)(7) of the Delaware General Corporation Law provides that a
corporation in its certificate of incorporation may eliminate or limit personal
liability of members of its board of directors or governing body to the
corporation or its stockholders for monetary damages for breach of a director's
fiduciary duty. However, no such provision may eliminate or limit the liability
of a director for breaching his duty of loyalty, failing to act in good faith,
engaging in intentional misconduct or knowingly violating a law, unlawfully
paying a dividend or approving a stock repurchase which was illegal, or
obtaining an improper personal benefit. A provision of this type has no effect
on the availability of equitable remedies, such as injunction or rescission, for
breach of fiduciary duty.
In accordance with Section 145 of the Delaware General Corporation Law,
Metromedia International Group's restated certificate of incorporation provides
that Metromedia International Group will indemnify its officers and directors
against, among other things, any and all judgments, fines, penalties, amounts
paid in settlements and expenses paid or incurred by virtue of the fact that
this officer or director was acting in
II-1
<PAGE>
that capacity to the extent not prohibited by law. In addition, as permitted by
Section 102(b)(7) of the Delaware General Corporation Law, Metromedia
International Group's restated certificate of incorporation contains a provision
limiting the personal liability of its directors for violations of their
fiduciary duties to the fullest extent permitted by the Delaware General
Corporation Law. The general effect of this provision is to eliminate a
director's personal liability for monetary damages for actions involving a
breach of his or her fiduciary duty of care, including any action involving
gross negligence. Also, in accordance with the Delaware General Corporation Law
and pursuant to its restated certificate of incorporation, Metromedia
International Group is authorized to purchase and maintain insurance on behalf
of any person who is or was a director, officer, employee or agent of Metromedia
International Group, is or was serving at its request as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against any liability asserted against this person and incurred
by this person in that capacity, or arising out of this person's status as such,
whether or not Metromedia International Group would have the power to indemnify
this person against liability under the Delaware General Corporation law.
Metromedia International Group has entered into agreements with certain of
its directors and officers which require it to indemnify each of these directors
and officers against, and to advance expenses incurred by each of them in the
defense of, any claim arising out of their employment to the fullest extent
permitted under law. These indemnification agreements also provide, among other
things, for (1) advancement by Metromedia International Group of expenses
incurred by the director or officer in defending certain litigation, (2) the
appointment of an independent legal counsel to determine whether the director or
officer is entitled to indemnity and (3) the continued maintenance by Metromedia
International Group of directors' and officers' liability insurance providing
each director or officer who is a party to any such agreement with $5 million of
primary coverage and an excess policy providing $5 million of additional
coverage. These indemnification agreements were approved by Metromedia
International Group's stockholders at their 1993 annual meeting.
Metromedia International Group is a party to a management agreement with
Metromedia Company dated November 1, 1995 pursuant to which Metromedia Company
provides it with management services, including legal, insurance, payroll and
financial accounting systems and cash management, tax and benefit plans in
return for a management fee. Metromedia International Group is also obligated to
reimburse Metromedia Company for all its out-of-pocket costs and expenses
incurred and advances paid by Metromedia Company in connection with the
agreement. Metromedia International Group has also agreed to indemnify and hold
harmless Metromedia Company from and against any and all damages, liabilities,
losses, claims, actions, suits, proceedings, fees, costs or expenses (including
reasonable attorneys' fees and other costs and expenses to any suit, proceeding
or investigation of any kind) imposed on, incurred by or asserted against
Metromedia Company in connection with the management agreement.
Under the indenture for the notes, the holders of these notes have agreed to
waive all liability for any obligations incurred by Metromedia International
Group under the notes or the indenture or for any claim based on, in respect of
or by reason of such obligations or their creation, against any incorporator,
director, officer, employee, stockholder or controlling person, as such, of
Metromedia International Group, and have agreed to the release of these persons
from any such liability.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBITS
- ----------- -----------------------------------------------------------------------------------------------------
<S> <C>
2.1*** Agreement and Plan of Merger, dated as of May 18, 1999, by and among Metromedia International Group,
Moscow Communications, Inc. and PLD Telekom Inc. (incorporated by reference from Metromedia
International Group's current report on Form 8-K filed with the Securities and Exchange Commission
for the event dated May 18, 1999).
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBITS
- ----------- -----------------------------------------------------------------------------------------------------
<S> <C>
2.3*** Amended and Restated Agreement and Plan of Merger dated as of September 27, 1995 by and among The
Actava Group Inc., Orion Pictures Corporation, MCEG Sterling Incorporated, Metromedia International
Telecommunications, Inc., OPG Merger Corp. and MITI Merger Corp. and exhibits thereto (incorporated
by reference from Metromedia International Group's current report on Form 8-K for the event occurring
on September 27, 1995).
2.5*** Agreement and Plan of Merger dated as of January 31, 1996 by and among Metromedia International
Group, Inc., The Samuel Goldwyn Company and SGC Merger Corp. and exhibits thereto (incorporated by
reference from Metromedia International Group's current report on Form 8-K for the event dated
January 31, 1996).
3.1*** Restated Certificate of Incorporation of Metromedia International Group, Inc. (incorporated by
reference from Metromedia International Group's Annual Report on Form 10-K for the year ended
December 31, 1993).
3.2*** Restated By-laws of Metromedia International Group, Inc. (incorporated by reference from Metromedia
International Group's Registration Statement on Form S-3 (Registration No. 33-63853)).
3.3*** Certificate of Amendment to the Restated Certificate of Incorporation of Metromedia International
Group, Inc. (incorporated by reference from Metromedia International Group's Schedule 14A, dated
August 6, 1996, for the annual meeting of stockholders dated August 29, 1996).
4.10*** Form of Common Stock Certificate for Metromedia International Group, Inc.
5.1* Opinion of Paul, Weiss, Rifkind, Wharton & Garrison regarding the legality of the securities being
offered.
8.1*** Opinion of Morgan, Lewis & Bockius, LLP regarding certain federal income tax matters.
10.1*** 1982 Stock Option Plan of The Actava Group Inc. (incorporated by reference from Metromedia
International Group's proxy statement dated March 31, 1982).
10.2*** 1989 Stock Option Plan of The Actava Group Inc. (incorporated by reference from Metromedia
International Group's proxy statement dated March 31, 1989).
10.3*** 1969 Restricted Stock Plan of The Actava Group Inc. (incorporated by reference from Metromedia
International Group's Annual Report on Form 10-K for the year ended December 31, 1990).
10.4*** 1991 Non-Employee Director Stock Option Plan (incorporated by reference from Metromedia International
Group's Annual Report on Form 10-K for the year ended December 31, 1991).
10.5*** Amendment to 1991 Non-Employee Director Stock Option Plan (incorporated by reference from Metromedia
International Group's Annual Report on Form 10-K for the year ended December 31, 1992).
10.6*** Snapper Power Equipment Profit Sharing Plan (incorporated by reference from Metromedia International
Group's Annual Report on Form 10-K for the year ended December 31, 1987).
10.7*** Retirement Plan executed November 1, 1990, as amended effective January 1, 1989 (incorporated by
reference from Metromedia International Group's Annual Report on Form 10-K for the year ended
December 31, 1990).
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBITS
- ----------- -----------------------------------------------------------------------------------------------------
<S> <C>
10.8*** Supplemental Retirement Plan of The Actava Group Inc. (incorporated by reference from Metromedia
International Group's Annual Report on Form 10-K for the year ended December 31, 1983).
10.9*** Supplemental Executive Medical Reimbursement Plan (incorporated by reference from Metromedia
International Group's Annual Report on Form 10-K for the year ended December 31, 1990).
10.10*** Amendment to Supplemental Retirement Plan of The Actava Group Inc., effective April 1, 1992
(incorporated by reference from Metromedia International Group's Annual Report on Form 10-K for the
year ended December 31, 1991).
10.11*** 1992 Officer and Director Stock Purchase Plan (incorporated by reference from Metromedia
International Group's Annual Report on Form 10-K for the year ended December 31, 1991).
10.12*** Form of Restricted Purchase Agreement between certain officers of The Actava Group Inc. and The
Actava Group Inc. (incorporated by reference from Metromedia International Group's Annual Report on
Form 10-K for the year ended December 31, 1991).
10.14*** Form of Indemnification Agreement between Actava and certain of its directors and executive officers
(incorporated by reference from Metromedia International Group's Annual Report on Form 10-K for the
year ended December 31, 1993).
10.21*** Environmental Indemnity Agreement dated as of December 6, 1994 between The Actava Group Inc. and
Roadmaster (incorporated by reference from Metromedia International Groups Annual Report on Form 10-K
for the year ended December 31, 1994).
10.37*** Management Agreement dated November 1, 1995 between Metromedia Company and Metromedia International
Group, Inc. (incorporated by reference from Metromedia International Group's Annual Report on Form
10-K for the year ended December 31, 1995).
10.38*** The Metromedia International Group, Inc. 1996 Incentive Stock Plan (incorporated by reference from
Metromedia International Group's Proxy Statement dated August 6, 1996).
10.39*** License Agreement dated November 1, 1995 between Metromedia Company and Metromedia International
Group, Inc. (incorporated by reference from Metromedia International Group's Annual Report on Form
10-K for the year ended December 31, 1995).
10.41*** Metromedia International Telecommunications, Inc. 1994 Stock Plan (incorporated by reference from
Metromedia International Group's Quarterly Report on Form 10-Q for the quarter ended March 31, 1996).
10.45*** Loan and Security Agreement, dated November 11, 1998 among Snapper, Inc., the lenders named therein
and Fleet Capital Corporation, as agent (incorporated by reference from Metromedia International
Group's Quarterly Report on Form 10-Q for the quarter ended September 30, 1998).
10.46*** Limited Guaranty Agreement dated November 11, 1998 by Metromedia International Group, Inc. in favor
of Fleet Capital Corporation (incorporated by reference from Metromedia International Group's Annual
Report on Form 10-K for the year ended December 31, 1998).
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBITS
- ----------- -----------------------------------------------------------------------------------------------------
<S> <C>
10.47*** Amendment No. 1 to License Agreement dated June 13, 1996 between Metromedia Company and Metromedia
International Group, Inc. (incorporated by reference from Metromedia International Group's Annual
Report on Form 10-K for the year ended December 31, 1996).
10.48*** Amendment No. 1 to Management Agreement dated as of January 1, 1997 between Metromedia Company and
Metromedia International Group, Inc. (incorporated by reference from Metromedia International Group's
Annual Report on Form 10-K for the year ended December 31, 1996).
10.49*** Amended and Restated Agreement and Plan of Merger, dated as of May 17, 1996 between Metromedia
International Group, Inc., MPCA Merger Corp. and Bradley Krevoy and Steven Stabler and Motion Picture
Corporation of America (incorporated by reference from Metromedia International Group's Annual Report
on Form 10-K for the year ended December 31, 1996).
10.50*** Asset Purchase Agreement dated as of December 17, 1997 (incorporated by reference from Metromedia
International Group's Annual Report on Form 10-K for the year ended December 31, 1997).
10.51*** Voting Agreement, dated as of May 18, 1999, by and among Metromedia International Group, News America
Incorporated, News PLD LLC and Metromedia Company (incorporated by reference from Metromedia
International Group's Current Report on Form 8-K for the event dated May 18, 1999).
10.52*** Registration Rights Agreement, dated as of May 18, 1999, among Metromedia International Group, News
America Incorporated and News PLD LLC (incorporated by reference from Metromedia International
Group's Current Report on Form 8-K for the event dated May 18, 1999).
10.53*** Agreement to Consent and Exchange, dated as of May 18, 1999, by and among Metromedia International
Group, PLD Telekom Inc. and certain note holders named therein (incorporated by reference from
Metromedia International Group's Current Report on Form 8-K for the event dated May 18, 1999).
10.54*** Letter Agreement, dated as of May 18, 1999, by and among Metromedia International Group, The
Travelers Insurance Company and The Travelers Indemnity Company (incorporated by reference from
Metromedia International Group's Current Report on Form 8-K for the event dated May 18, 1999).
10.55*** Letter Agreement, dated as of May 18, 1999, between Metromedia International Group and News America
Incorporated (incorporated by reference from Metromedia International Group's Current Report on Form
8-K for the event dated May 18, 1999).
10.56*** Modification Agreement, dated as of May 18, 1999, among PLD Telekom, Metromedia International Group,
Technocom Limited, Plicom Limited, Elite International Limited, Mark Klabin and Boris Antoniuk
(incorporated by reference from Metromedia International Group's Current Report on Form 8-K for the
event dated May 18, 1999).
10.57*** Modification Agreement, dated as of May 18, 1999, among PLD Telekom, Metromedia International Group,
Technocom Limited, Elite International Limited and Boris Antoniuk (incorporated by reference from
Metromedia International Group's Current Report on Form 8-K for the event dated May 18, 1999).
</TABLE>
II-5
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBITS
- ----------- -----------------------------------------------------------------------------------------------------
<S> <C>
10.58*** Bridge Loan Agreement, dated as of May 18, 1999, between PLD Telekom Inc. and Metromedia
International Group (incorporated by reference from Metromedia International Group's Current Report
on Form 8-K for the event dated May 18, 1999).
10.59*** Pledge Agreement, dated as of May 18, 1999, between Metromedia International Group and PLD Telekom
Inc. (incorporated by reference from Metromedia International Group's Current Report on Form 8-K for
the event dated May 18, 1999).
21.1*** List of Subsidiaries of Metromedia International Group, Inc. (incorporated by reference from
Metromedia International Group's Annual Report on Form 10-K for the fiscal year ended March 31,
1996).
23.1*** Consent of KPMG LLP.
23.2*** Consent of KPMG LLP.
23.3*** Consent of KPMG LLP.
23.4*** Consent of KPMG LLP.
23.5*** Consent of KPMG.
23.6*** Consent of KPMG.
23.7*** Consent of KPMG.
23.8*** Consent of KPMG.
23.9*** Consent of Moore Stephens.
23.10* Consent of Paul, Weiss, Rifkind, Wharton & Garrison (included in the opinion filed as Exhibit 5.1 to
this Registration Statement).
23.11*** Consent of Morgan, Lewis & Bockius, LLP (included in the opinion filed as Exhibit 8.1 to this
Registration Statement).
23.12*** Consent of Donaldson, Lufkin & Jenrette Securities Corporation.
24.1*** Power of Attorney (included on the signature page of this Registration Statement).
99.1*** Form of Proxy Card of Metromedia International Group, Inc.
99.2*** Form of Proxy Card of PLD Telekom Inc.
99.3*** Opinion of Salomon Smith Barney Inc. (included as Annex B to the joint proxy statement/ prospectus
included in this Registration Statement.
99.4*** Opinion of Donaldson, Lufkin & Jenrette Securities Corporation (included as Annex C to the joint
proxy statement/prospectus included in this Registration Statement).
99.5*** Consent of Salomon Smith Barney Inc.
</TABLE>
- ------------------------
* Filed herewith
** To be filed by Amendment
*** Previously Filed
(b) Financial Data Schedules
II-6
<PAGE>
Schedule II, Condensed financial information of the registrant, and Schedule
V, Valuation and qualifying accounts are incorporated by reference from
Metromedia International Group's annual report on Form 10-K for the fiscal year
ended December 31, 1998.
ITEM 22. UNDERTAKINGS
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described under Item 20, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of their counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
The undersigned registrant hereby undertakes as follows: that prior to any
public reoffering of the securities registered hereunder through use of a
prospectus which is a part of this registration statement, by any person or
party who is deemed to be an underwriter within the meaning of Rule 145(c),
Metromedia International Group undertakes that such reoffering prospectus will
contain the information called for by the applicable registration form with
respect to reofferings by persons who may be deemed underwriters, in addition to
the information called for by the other Items of the applicable form.
The undersigned registrants undertake that every prospectus (i) that is
filed pursuant to the paragraph immediately preceding, or (ii) that purports to
meet the requirements of Section 10(a)(3) of the Securities Act of 1933 and is
used in connection with an offering of securities subject to Rule 415, will be
filed as part of an amendment to the registration statement and will not be used
until such amendment is effective, and that, for purposes of determining any
liability under the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
The undersigned registrant hereby undertakes: (i) to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Items 4, 10(b), 11 or 13 of this Form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This undertaking includes information contained in
documents filed subsequent to the effective date of this registration statement
through the date of responding to the request.
The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction and the
company being acquired involved therein, that was not the subject of and
included in this registration statement when it became effective.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
II-7
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this amendment to the registration statement on Form S-4 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of New York, State of New York on the 31st day of August, 1999.
<TABLE>
<S> <C> <C>
METROMEDIA INTERNATIONAL GROUP, INC.
By: /s/ SILVIA KESSEL
------------------------------------------
Name: Silvia Kessel
Title: Executive Vice President, Chief
Financial
Officer, Treasurer and Director
(Principal Financial Officer)
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, as amended, this
amendment to the registration statement has been signed by the following persons
in the capacities indicated, on August 31, 1999.
<TABLE>
<C> <S>
* Chairman of the Board of Directors
- --------------------------------------------
John W. Kluge
* Vice Chairman of the Board of Directors,
- -------------------------------------------- President and Chief Executive Officer
Stuart Subotnick (Principal Executive Officer)
/s/ SILVIA KESSEL Executive Vice President, Chief Financial
- -------------------------------------------- Officer, Treasurer and Director (Principal
Silvia Kessel Financial Officer)
* Executive Vice President, General Counsel,
- -------------------------------------------- Secretary and Director
Arnold L. Wadler
* Vice President (Principal Accounting Officer)
- --------------------------------------------
Vincent D. Sasso, Jr.
Director
- --------------------------------------------
John P. Imlay, Jr.
* Director
- --------------------------------------------
Clark A. Johnson
</TABLE>
II-8
<PAGE>
<TABLE>
<C> <S>
Director
- --------------------------------------------
Carl E. Sanders
* Director
- --------------------------------------------
Richard J. Sherwin
Director
- --------------------------------------------
Leonard White
</TABLE>
<TABLE>
<S> <C> <C> <C>
*By: /s/ SILVIA KESSEL
-------------------------
Name: Silvia Kessel
Title: Attorney-in-Fact
</TABLE>
II-9
<PAGE>
EXHIBIT 5.1
[PAUL, WEISS, RIFKIND, WHARTON & GARRISON LETTERHEAD]
August 31, 1999
Metromedia International Group, Inc.
One Meadowlands Plaza
East Rutherford, NJ 07073-2137
Registration Statement on Form S-4
OF METROMEDIA INTERNATIONAL GROUP, INC.
-------------------------------------------
Ladies and Gentlemen:
In connection with the Registration Statement on Form S-4 (the
"Registration Statement") filed by Metromedia International Group, Inc., a
Delaware corporation (the "Company"), with the Securities and Exchange
Commission (the "Commission") on the date of this letter, as provided by the
Securities Act of 1933, as amended (the "Act"), and the rules and regulations
under the Act, we have been
<PAGE>
requested by the Company to render our opinion as to the legality of the
securities being registered under the Registration Statement. The
Registration Statement relates to the registration under the Act of the
Company's 25,299,124 shares of common stock, par value $1.00 per share (the
"Shares"). The Shares are to be issued in exchange for 37,946,789 shares of
common stock of PLD Telekom Inc., a Delaware corporation ("PLD"), in
connection with the Agreement an Plan of Merger, dated as of May 18, 1999, by
and among the Company, PLD and Moscow Communications, Inc., a Delaware
corporation and wholly owned subsidiary of the Company (the "Merger
Agreement"). Capitalized terms used in this letter and not otherwise defined
have the respective meanings given those terms in the Registration Statement.
In connection with this opinion, we have examined originals,
conformed copies or photocopies, certified or otherwise identified to our
satisfaction, of the following documents (collectively, the "Documents"):
(i) the Registration Statement;
(ii) the Merger Agreement; and
(iii) the form of common stock certificate for the Shares (the
"Certificate").
In addition, we have examined: (i) those corporate records of
the Company as we have considered appropriate, including copies of its Amended
and Restated Certificate of Incorporation as amended and Restated By-laws, as in
effect on the date of this letter (collectively, the "Charter Documents"), and
(ii) those other certificates, agreements and documents as we deemed relevant
and necessary as a basis for the opinions expressed below.
In our examination of the documents referred to above, we have
assumed, without independent investigation, (i) the due authorization, execution
and delivery of each of the Documents by each party to them other than the
Company,
<PAGE>
(ii) the enforceability of the documents reviewed by us against each party to
them other than the Company, (iii) that the Shares will be substantially issued
as described in the Registration Statement and in the form of the Certificate
reviewed by us and that any information omitted from the form will be properly
added, (iv) the genuineness of all signatures, (v) the authenticity of all
documents submitted to us as originals, (vi) the conformity to the original
documents of all documents submitted to us as certified, photostatic, reproduced
or conformed copies of validly existing agreements or other documents, (vii) the
authenticity of the latter documents; (viii) that the statements regarding
matters of fact in the certificates, records, agreements, instruments and
documents that we examined are accurate and complete, and (ix) the legal
capacity of all individuals who have executed any of the documents which we
examined.
In expressing the opinion set forth below, we have relied upon the factual
matters contained in the representations and warranties of the Company made
in the Documents and in certificates of officers of the Company and upon
certificates of public officials.
Based on the foregoing, and subject to the stated assumptions, exceptions and
qualifications, we are of the opinion that the Shares, when issued and delivered
as contemplated in the Merger Agreement and as described in the Registration
Statement, will be duly authorized, validly issued, fully paid and
nonassessable.
Our opinions expressed above are limited to the laws of the State
of New York, the General Corporation Law of the State of Delaware and the
federal laws of the United States of America. Our opinions are rendered only
with respect to the laws, and the rules, regulations and orders under those
laws, that are currently in effect.
<PAGE>
We hereby consent to the use of our name in the Registration Statement and in
the prospectus in the Registration Statement as it appears in the caption "Legal
Matters" and to the use of this opinion as an exhibit to the Registration
Statement. In giving this consent, we do not thereby admit that we come within
the category of persons whose consent is required by the Act or by the rules and
regulations under the Act.
Very truly yours,
/s/ Paul, Weiss, Rifkind, Wharton & Garrison
PAUL, WEISS, RIFKIND, WHARTON & GARRISON
