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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): December 13, 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 December 13, 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 includes
"safe harbor" language, pursuant to the Private Securities Litigation Reform Act
of 1995, indicating that certain statements about the Company's business
contained in the press release are "forward-looking" rather than "historic." The
press release also states that a more thorough discussion of factors affecting
the Company's operating results are included in the Company's Annual Report on
Form 10-K/A for the fiscal year ended December 31, 1998, its Quarterly Report on
Form 10-Q/A for the fiscal quarters ended March 31, 1999, and June 30,1999, its
Quarterly Report on Form 10-Q for the fiscal quarter ended September 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
99.1 Press Release, dated December 13,
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: December 14, 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 PAGE NO.
99.1 Press Release, dated December 13, 1999.
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EXHIBIT 99.1
METROMEDIA CHINA CORPORATION AND
CHINA UNITED TELECOMMUNICATIONS
EXECUTE DEFINITIVE AGREEMENTS
New York - December 13, 1999 -- Metromedia International Group, Inc. (AMEX:MMG)
announced today that its four telecommunications joint ventures in China had
executed definitive agreements with China United Telecommunications incorporated
(known as "China Unicom") setting forth terms for the termination of all
cooperation projects undertaken between the joint ventures and China Unicom. As
previously announced, termination of these cooperation projects was requested in
a notification from China Unicom stating that the Chinese government had found
the structure of such cooperative arrangements with foreign-invested entities
(known as "China-China-Foreign" or "CCF" arrangements) to be improper. The joint
ventures engaged in constructive negotiations with China Unicom since receipt of
this notification to establish satisfactory terms for the termination of their
CCF projects.
Under the terms of the termination agreements, MMG's joint ventures will
immediately receive RMB 807.5 million in cash and they are entitled to receive
an additional RMB 50 million in cash after completion of certain conditions.
These amounts represent full and finally payment for settlement of all matters
pertaining to the termination of China Unicom's cooperation projects with the
joint ventures. As part of the termination settlement, China Unicom will
unconditionally own any assets pertaining to the cooperation projects in which
the joint ventures held an interest. In the termination agreements, China
Unicom, the joint ventures and the joint ventures' shareholders waived all of
their respective rights associated with the contracts underlying the cooperation
projects now being terminated.
MMG anticipates the Metromedia China Corporation, its 58% owned subsidiary and
holder of the MMG's interests in the joint ventures, expects ultimately to
receive approximately US$90 million in loan repayment (at current exchange
rates) and other distributions after the termination of the joint ventures'
cooperative projects, MMG anticipates causing the dissolution and liquidation of
the four joint ventures in accordance with the terms of their respective joint
venture contracts. MMG cannot currently determine the ultimate amount and time
of payments that it will receive from Metromedia China Corporation after
termination of the joint ventures' cooperation with China Unicom. In addition,
MMG makes no assurances that it or Metromedia China Corporation will be able to
convert or repatriate in full any amount received as a result of the settlement
with China Unicom or the dissolution of the joint ventures.
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As previously announced, effective July 1, 1999 each of MMG's four joint
ventures stopped accounting for cash distributions receivable from China Unicom
under term of the cooperation project contracts and for amortization of their
investments in the cooperation projects. In addition, MMG recorded a non-cash
impairment charge of US$50.9 million for the write-off of goodwill in its third
quarter results. MMG does not currently anticipate any need to record a further
non-cash impairment charge in its year-end results as a result of the final
settlement with China Unicom.
MMG's Metromedia China subsidiary has interests in another joint venture in
China. Huaxia Metromedia Information Technology Co., Ltd. that is not engaged in
any cooperation with China Unicom and is not affected by the China Unicom
project termination agreements. Metromedia China intends to continue active
development of this joint venture as well as to pursue additional joint ventures
and other business opportunities in China's information industry sector.
Metromedia International Group, Inc. is a global communications and media
company. Through its wholly owned subsidiaries, MMG owns and operates
communications and media businesses in Eastern Europe, the republics of the
former Soviet Union and other emerging markets. These include a variety of
telephony businesses including cellular operators, providers of local, long
distance and international services over the fiber optic and satellite-based
networks, international toll calling, fixed wireless local loop and trunk mobile
radio, wireless and wired cable television stations, FM radio stations and radio
paging operations.
THIS NEW 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, CHANGES IN GOVERNMENT REGULATIONS, COMPETITION, CHANGES IN
TECHNOLOGY AND METHODS OF MARKETING, AND VARIOUS OTHER FACTORS BEYOND MMG'S
CONTROL. THIS ALSO INCLUDES SUCH FACTORS AS ARE DESCRIBED FROM TIME TO TIME IN
THE SEC REPORTS FILED BY METROMEDIA INTERNATIONAL GROUP, INC., INCLUDING ITS
ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 1998 FILED ON FORM 10-K/A AND ITS
QUARTERLY REPORT FOR THE PERIOD ENDED SEPTEMBER 30, 1999 FILED ON FORM 10-Q.
Company Contact: Sandra Moreno
Investor Relations
212-606-438
