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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)
Metromedia International Group, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
591695101
(CUSIP Number)
December 31, 1999
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
/ X / Rule 13d-1(b)
/___/ Rule 13d-1(c)
/___/ Rule 13d-1(d)
* 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 1745 (3-98) Page 1 of 7
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CUSIP No. 591695101 Page 2 of 7 Pages
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1 NAME OF REPORTING PERSONS
IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Snyder Capital Management, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)/ X /
(b)/ /
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 5 SOLE VOTING POWER
SHARES 0
BENEFICIALLY ---------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH 6,177,000
REPORTING ---------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH 0
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8 SHARED DISPOSITIVE POWER
6,981,900
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,981,900
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10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.5
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12 TYPE OF REPORTING PERSON (See Instructions)
PN, IA
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CUSIP No. 591695101 Page 3 of 7 Pages
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1 NAME OF REPORTING PERSONS
IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Snyder Capital Management, Inc.
- ----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)/ X /
(b)/ /
- ----------------------------------------------------------------
3 SEC USE ONLY
- ----------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ----------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER
SHARES 0
BENEFICIALLY ---------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH 6,177,000
REPORTING ---------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH 0
---------------------------------------
8 SHARED DISPOSITIVE POWER
6,981,900
- ----------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,981,900
- ----------------------------------------------------------------
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
- ----------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.5
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12 TYPE OF REPORTING PERSON (See Instructions)
CO
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CUSIP No. 591695101 13G Page 4 of 7 Pages
ITEM 1.
(a) The name of the issuer is Metromedia International Group, Inc.
(the "Issuer").
(b) The principal executive office of the Issuer is located at
One Meadowlands Plaza, East Rutherford, NJ 07073-2137.
ITEM 2.
(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").
SCMI is the sole general partner of SCMLP. 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 June 30, 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 of 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 advisory accounts
managed by SCMLP 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 principal business office of the Filers is located at
350 California Street, Suite 1460, San Francisco, CA 94104.
(c) See Item 4 of the cover sheet for each Filer.
(d) This statement relates to shares of common stock ("Common Stock")
of the Issuer and shares of preferred stock convertible into
Common Stock (collectively, the "Securities").
(e) The CUSIP number of the Stock is 591695101.
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CUSIP No. 591695101 13G Page 5 of 7 Pages
ITEM 3. If this statement is filed pursuant to rule 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) Broker or dealer registered under section 15 of the Act (15
U.S.C. 78o).
(b) Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c)
(c)_ Insurance company as defined in section 3(a)(19) of the Act (15
U.S.C. 78c).
(d) Investment company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8).
(e) An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E)
(f)_ An employee benefit plan or endowment fund in accordance with
240.13d-1(b)(1)(ii)(F).
(g) A parent holding company or control person in accordance with
240.13d-1(b)(1)(ii)(G)
(h) A savings association as defined in section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813).
(i) A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3).
(j) XX Group, in accordance with section 240.13d-1(b)(1)(ii)(J)
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CUSIP No. 591695101 13G Page 6 of 7 Pages
ITEM 4. OWNERSHIP
See Items 5-9 and 11 on the cover sheet for each Filer.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following /___/.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
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 Securities. No individual client's holdings
of the Securities are more than five percent of the outstanding Common
Stock.
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CUSIP No. 591695101 13G Page 7 of 7 Pages
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
SCMLP is a registered investment adviser. SCMI is the general partner of
SCMLP.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not applicable.
ITEM 10. CERTIFICATION
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired and are held in the ordinary
course of business and were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer
of the securities and were not acquired and are not held in connection with
or as a participant in any transaction having that purpose or effect.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Dated: February 14, 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/3321/002/1086906
