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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. *)
Metromedia International Group, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
591695101
(CUSIP Number)
Neil J. Koren
Shartsis Friese & Ginsburg LLP
One Maritime Plaza, 18th Floor
San Francisco, CA 94111
(415) 421-6500
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
May 30, 2000
(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check
the following box /X/.
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7(b) for
other parties to whom copies are to be sent.
* 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).
Potential persons who are to respond to the collection of information
contained in this form are not required to respond unless the form displays
a currently valid OMB control number.
SEC 1746 (10-97)
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CUSIP No. 591695101 13D Page 2 of 9 Pages
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1 NAME OF REPORTING PERSON
IRS IDENTIFICATION NO. OF ABOVE PERSON
Snyder Capital Management, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES 140,900
BENEFICIALLY -------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 6,595,400
REPORTING -------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 7,385,200
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,385,200
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.85
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14 TYPE OF REPORTING PERSON*
PN, IA
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CUSIP No. 591695101 13D Page 3 of 9 Pages
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1 NAME OF REPORTING PERSON
IRS IDENTIFICATION NO. OF ABOVE PERSON
Snyder Capital Management, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES 140,900
BENEFICIALLY -------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 6,595,400
REPORTING -------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 7,385,200
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,385,200
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.85
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14 TYPE OF REPORTING PERSON*
CO
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CUSIP No. 591695101 13D Page 4 of 9 Pages
ITEM 1. SECURITY AND ISSUER.
This statement relates to shares of Common Stock (the "Stock") of
Metromedia International Group, Inc. (the "Issuer"). The principal
executive office of the Issuer is located at One Meadowlands Plaza, East
Rutherford, NJ 07073-2137.
ITEM 2. IDENTITY AND BACKGROUND.
The persons filing this statement and the persons enumerated in Instruction
C of Schedule 13D and, where applicable, their respective places of
organization, general partners, directors, executive officers and
controlling persons, and the information regarding them, are as follows:
(a) The names of the persons filing this statement are Snyder Capital
Management, L.P. ("SCMLP") and Snyder Capital Management, Inc. ("SCMI")
(collectively, the "Filers"). Persons enumerated in Instruction C of
Schedule 13D are Alan Barry Snyder ("Snyder"), Walter Niemasik, Jr.
("Niemasik"), Margot Thorington Murtaugh ("Murtaugh"), Robert James Stanton
("Stanton"), Steven James Block ("Block"), Peter Stuart Voss ("Voss"), Susan
Roberta Katz-Snyder ("Katz-Snyder") and Sherry Ann Umberfield ("Umberfield")
(collectively, with the Filers, the "Named Persons").
Both SCMLP and SCMI are wholly owned by Nvest Companies, L.P.
("Nvest Companies"), a limited partnership affiliated with Nvest, L.P., a
publicly traded limited partnership. The general partner of Nvest, L.P. and
the managing general partner of Nvest Companies is an indirect, wholly owned
subsidiary of Metropolitan Life Insurance Company ("MetLife"). As of March
31, 1998, MetLife beneficially owned all of the general partner interests in
Nvest Companies and Nvest, L.P. and, in the aggregate, general partner and
limited partner interests in Nvest Companies and Nvest, L.P. representing
approximately 47% of the economic interests in the business of Nvest
Companies.
SCMI and Nvest Companies operate under an understanding that all
investment and voting decisions regarding managed accounts are to be made by
SCMI and SCMLP and not by Nvest Companies or any entity controlling Nvest
Companies. Accordingly, SCMI and SCMLP do not consider Nvest Companies or
any entity controlling Nvest Companies to have any direct or indirect
control over the securities held in managed accounts.
(b) The business address of SCMLP, SCMI, Snyder, Niemasik, Murtaugh,
Stanton, Block and Katz-Snyder is 350 California Street, San Francisco, CA
94104. The business address of Voss, Umberfield, Nvest Companies and Nvest,
L.P. is 399 Boylston Street, Boston, MA 02116. The business address of
MetLife is One Madison Avenue, New York, New York 10010.
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CUSIP No. 591695101 13D Page 5 of 9 Pages
(c) SCMLP is an investment adviser registered under the Investment
Advisers Act of 1940. SCMI is the sole general partner of SCMLP. Snyder is
the President of SCMI. Niemasik, Murtaugh, Stanton and Block are the Vice
Presidents of SCMI. Snyder, Niemasik, Voss, Katz-Snyder and Umberfield are
the directors of SCMI. Voss and Umberfield are also the President and
Executive Vice President, respectively, of Nvest Companies.
(d) During the last five years, none of the Filers has been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, none of the Filers was a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding 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 violation with respect to such laws.
(f) SCMLP is a Delaware limited partnership. SCMI is a Delaware
corporation. Snyder, Niemasik, Murtaugh, Stanton, Block, Voss, Katz-Snyder
and Umberfield are all citizens of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The source and amount of funds used in purchasing the Stock were as
follows:
Purchaser Source of Funds Amount
SCMLP Funds Under Management* $1,876,611,576
* Represents funds of SCMLP's advisory clients invested in the Stock.
ITEM 4. PURPOSE OF TRANSACTION.
SCMLP has been holding a position in the Stock for several years, and has
concluded that the Issuer's management and Board of Directors have been
totally remiss in delivering value to shareholders. The substantial
decline in the stock price since 1998, which places the current price at
only twenty-two percent of what it was two years ago, has led SCMLP to
strongly question the direction of the Issuer and the commitment of the
Issuer to its shareholders. Since late 1999, the Stock is essentially
unchanged in the face of gains ranging from a double to more than a triple
in the stocks of comparable companies such as Golden Telecom, Rostelecom
and Vimpel Communications.
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CUSIP No. 591695101 13D Page 6 of 9 Pages
Consequently, in light of the abysmal performance record of the Issuer's
management and Board, SCMLP urges the Issuer to undertake at a minimum the
following actions as quickly as possible:
1. Negotiate a waiver of debt restrictions and institute a substantial
share repurchase (through a "Dutch Auction" process) with current cash on
hand as well as part of the cash proceeds recently received from China.
Such a plan should encompass a minimum of $50-$75 million.
2. Sell or spin off the Snapper business.
3. Sell or spin off the Issuer's paging business.
4. Sell or spin off the Issuer's radio properties.
5. Immediately file to bring the company's China internet properties
public in an underwritten IPO (initial public offering) in the U.S. through
a major investment banking firm.
6. Hire a credible professional investor relations firm (with experience
and clients in the media/communications businesses) which has the full and
complete support of management and the Board in getting information about
developments at the Issuer to the investment community promptly and fully.
7. Have management commit to promptly respond to valid inquiries
concerning the business, whether from shareholders, analysts, brokers, or
media representatives.
8. Immediately institute a regular program of shareholder relations,
including the holding of quarterly earnings telephone conference calls.
9. Commit to placing several new members on the Board of Directors who
are truly independent.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b) To the knowledge of the Filers, the beneficial ownership of the
Stock by the Named Persons in Item 2 of this statement is as follows at the
date hereof:
Aggregate
Beneficially Owned Voting Power Dispositive Power
Name Number Percent Sole Shared Sole Shared
SCMLP 7,385,200 7.85% 140,900 6,595,400 7,385,200 -0-
SCMI 7,385,200 7.85% 140,900 6,595,400 7,385,200 -0-
Snyder 114,731 .01% 114,731 -0- 114,731 -0-
Niemasik -0- 0% -0- -0- -0- -0-
Murtaugh -0- 0% -0- -0- -0- -0-
Stanton -0- 0% -0- -0- -0- -0-
Block 1,270 .001% 1,270 -0- 1,270 -0-
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CUSIP No. 591695101 13D Page 7 of 9 Pages
Voss -0- -0- -0- -0- -0- -0-
Katz-Snyder -0- -0- -0- -0- -0- -0-
Umberfield -0- -0- -0- -0- -0- -0-
The persons filing this statement effected the following transactions in
the Stock on the dates indicated, and such transactions are the only
transactions in the Stock by the Filers since March 5, 2000:
Purchase Number Price
Name or Sale Date of Shares Per Share
SCMLP P 3/6/00 65,000 $7.026
SCMLP P 3/24/00 39,000 $7.988
SCMLP P 4/13/00 13,400 $5.113
SCMLP P 4/14/00 18,900 $4.925
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
SCMLP is a registered investment adviser whose clients have the right to
receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the various securities in which their assets are
invested, including the Stock. Depending on SCMLP's agreements with each
advisory client, the client may have no right, a shared right or an
exclusive right to direct the voting of the Stock.
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CUSIP No. 591695101 13D Page 8 of 9 Pages
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
A. Agreement Regarding Joint Filing of Statement on Schedule 13D or 13G.
SIGNATURES
After reasonable inquiry and to the best of my knowledge, I certify
that the information set forth in this statement is true, complete and
correct.
Dated: May __, 2000
SNYDER CAPITAL MANAGEMENT, L.P.
By: Snyder Capital Management, Inc.
General Partner
By:
Steven J. Block
Vice President
SNYDER CAPITAL MANAGEMENT, INC.
By:
Steven J. Block
Vice President
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CUSIP No. 591695101 13D Page 9 of 9 Pages
EXHIBIT A
AGREEMENT REGARDING JOINT FILING
OF STATEMENT ON SCHEDULE 13D OR 13G
The undersigned agree to file jointly with the Securities and Exchange
Commission (the "SEC") any and all statements on Schedule 13D or Schedule
13G (and any amendments or supplements thereto) required under section
13(d) of the Securities Exchange Act of 1934, as amended, in connection
with purchases by the undersigned of the common stock of Metromedia
International Group, Inc. For that purpose, the undersigned hereby
constitute and appoint Snyder Capital Management, L.P., a Delaware limited
partnership, as their true and lawful agent and attorney-in-fact, with full
power and authority for and on behalf of the undersigned to prepare or
cause to be prepared, sign, file with the SEC and furnish to any other
person all certificates, instruments, agreements and documents necessary to
comply with section 13(d) and section 16(a) of the Securities Exchange Act
of 1934, as amended, in connection with said purchases, and to do and
perform every act necessary and proper to be done incident to the exercise
of the foregoing power, as fully as the undersigned might or could do if
personally present.
DATED: May ___, 2000
Snyder Capital Management, L.P.
By: Snyder Capital Management, Inc., General Partner
By:
Steven J. Block, Vice President
Snyder Capital Management, Inc.
By:
Steven J. Block, Vice President
NJK\3321\002\1098222.01
