<PAGE>
As filed with the Securities and Exchange Commission on January 21, 2000
Registration No. 333-__________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
---------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
METROMEDIA INTERNATIONAL GROUP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or Other Jurisdiction of Incorporation or Organization)
58-0971455
(I.R.S. Employer Identification No.)
ONE MEADOWLANDS PLAZA, EAST RUTHERFORD NEW JERSEY 07073-2137
(Address of Principal Executive Offices)
RICHARD J. SHERWIN EMPLOYMENT AND STOCK OPTION AGREEMENTS
(Full titles of the plans)
ARNOLD L. WADLER, ESQ.
EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
METROMEDIA INTERNATIONAL GROUP, INC.
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 of process)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------- -------------------- --------------------- -------------------- ------------------------------
Title Of Proposed Proposed
Securities Amount Maximum Maximum
To Be To Be Offering Aggregate Amount Of
Registered Registered Price Per Offering Registration
Share Price Fee
- ------------------------------- -------------------- --------------------- -------------------- ------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value 657,908 (1) $1.08 $710,540.64 $188.00
$1.00 per share
- ------------------------------- -------------------- --------------------- -------------------- ------------------------------
</TABLE>
(1) Consists of shares of Common Stock with respect to which options have been
granted under a stock option agreement at an exercise price of $1.08 per
share.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The Section 10 (a) prospectus being delivered by Metromedia
International Group, Inc. (the "Company") to Richard J. Sherwin in connection
with his employment and stock option agreements with the Company as required by
Rule 428 under the Securities Act of 1933, as amended, has been prepared in
accordance with the requirements of Form S-8 and relates to shares of Common
Stock of the Company which have been reserved for issuance pursuant to the
employment and stock option agreements. The information regarding the employment
and stock option agreements required in the Section 10 (a) prospectus is
included in documents being maintained and delivered by the Company as required
by Rule 428 under the Securities Act. The Company shall provide to Mr. Sherwin a
written statement advising him of the availability without charge, upon written
or oral request, of documents incorporated by reference herein, as is required
by Item 2 of Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The Company files annual, quarterly and current reports, proxy
statements, and other information with the Securities and Exchange Commission.
The following documents filed by the Company with the Securities and
Exchange Commission are incorporated herein by reference:
1. Annual Report on Form 10-K/A (Amendment No. 2) filed on August 31,
1999, for the fiscal year ended December 31, 1998 (File No.001-5706);
2. Quarterly Report on Form 10-Q/A (Amendment No. 1) filed on August
31, 1999, for the fiscal quarter ended March 31, 1999 (File No. 001-5706);
3. Quarterly Report on Form 10-Q/A (Amendment No. 1) filed on August
31, 1999, for the fiscal quarter ended June 30, 1999 (File No. 001-5706);
4. Current Report on Form 8-K dated May 18, 1999, filed on May 20, 1999
(File No. 001-5706);
5. Current Report on Form 8-K dated August 4, 1999, filed on August 4,
1999 (File No. 001-5706);
6. Current Report on Form 8-K dated September 24, 1999, filed on
September 27, 1999 (File No. 001-5706);
7. Current Report on Form 8-K dated September 28, 1999, filed on
September 28, 1999 (File No. 001-5706);
<PAGE>
8. Current Report on Form 8-K dated October 13, 1999, filed on October
13, 1999 (File No. 001-5706);
9. Quarterly Report on Form 10-Q filed on November 15, 1999 for the
fiscal quarter ended September 30, 1999 (File No. 001-5706);
10. Current Report on Form 8-K dated December 14, 1999, filed on
December 14, 1999 (File No. 001-5706).
11. The description of the shares of common stock, par value $1.00 per
share, of the Company contained in the Company's registration statement on Form
8-A filed on October 10, 1995 (File No. 001-5706)
All documents subsequently filed by Metromedia International Group
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934 before the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all these securities then
remaining unsold, shall be deemed incorporated by reference in this Registration
Statement and to be part of this Registration Statement from the date of filing
of these documents. Any statement contained in this Registration Statement or in
a document incorporated by reference or deemed to be incorporated by reference
in this Registration Statement shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a statement contained
in this Registration Statement or in any other subsequently filed document which
also is incorporated or deemed to be incorporated by reference in this
Registration Statement modifies or supersedes this statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Arnold L. Wadler, the Company's General Counsel, is also Executive Vice
President, Secretary and a Director of the Company. Mr. Wadler beneficially owns
265,415 shares of the Company's Common Stock.
Item 6. Indemnification of Directors and Officers
Section 145 of the General Corporation Law of the State of Delaware
(the "Delaware Law") empowers a Delaware corporation to indemnify any person who
is, or is threatened to be made, party to any threatened, pending or completed
legal action, suit or proceedings, whether civil, criminal, administrative or
investigative (other than an action by or in the right of such corporation), by
reason of the fact that such person was an officer, director, employee or agent
of such corporation, or is or was serving at the request of such corporation as
a director, officer,
<PAGE>
employee or agent of another corporation or enterprise. The indemnity may
include judgments, fines, amounts paid in settlement and expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
with such action, suit or proceeding, provided that such person acted in good
faith and in a manner such person reasonably believed to be in or not opposed to
the corporation's best interests, and, with respect to criminal proceedings, had
no reasonable cause to believe such person's conduct was illegal. A Delaware
corporation may indemnify its officers and directors against expenses actually
and reasonably incurred by them in connection with an action by or in the right
of the corporation under the same conditions, except that no indemnification is
permitted without judicial approval if the officer or director is adjudged to be
liable to the corporation in the performance of his duty. Where a present or
former officer or director is successful on the merits or otherwise in the
defense of any action referred to above, the corporation must indemnify him
against the expenses which such officer or director actually and reasonably
incurred in connection therewith. Section 102(b)(7) of the Delaware Law further
provides that a corporation in its certificate of incorporation may eliminate or
limit the personal liability of its directors to the corporation or its
stockholders for breach of their fiduciary duties in certain circumstances. In
accordance with Section 145 of the Delaware Law, the Company's Restated
Certificate of Incorporation provides that the Company shall 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 such officer or director was acting in such capacity to
the extent not prohibited by law. In addition, as permitted by Section 102(b)(7)
of the Delaware Law, the Company's Restated Certificate of Incorporation
contains a provision limiting the personal liability of the Company's directors
for violations of their fiduciary duties to the fullest extent permitted by the
Delaware Law. This provision eliminates each director's liability to the Company
or its stockholders for monetary damages except (i) for any breach of the
director's duty of loyalty to the Company or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware Law, or (iv) for any
transaction from which a director derived an improper personal benefit. 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 such actions involving gross negligence. Also, in
accordance with the Delaware Law and pursuant to the Company's Restated
Certificate of Incorporation, the Company is authorized to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Company, or is or was serving at the request of the Company as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against such
person and incurred by such person in any such capacity, or arising out of such
person's status as such, whether or not the Company would have the power to
indemnify such person against liability under the Delaware Law. The Company has
entered into agreements (the "Indemnification Agreements") with certain
directors and officers of the Company (the "Indemnified Parties") which require
the Company to indemnify each Indemnified Party against, and to advance expenses
incurred by each Indemnified Party in the defense of, any claim arising out of
his or her employment to the fullest extent permitted under law. The
Indemnification Agreements also provide, among other things, for (i) advancement
by the Company of expenses incurred by the director or officer in defending
certain litigation, (ii) the appointment of an independent legal counsel to
determine whether the director or officer is entitled to indemnity and (iii) the
continued maintenance by the Company of directors' and
<PAGE>
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 the stockholders at the Company's 1993 Annual Meeting of
Stockholders.
The Company is party to a management agreement with Metromedia Company
dated November 1, 1995 pursuant to which Metromedia Company provides the Company
with management services, including legal, insurance, payroll and financial
accounting systems and cash management, tax and benefit plans in return for a
management fee. The Company has 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 to any suit, proceeding or
investigation of any kind imposed on, incurred by or assessed against
Metromedia Company in connection with the management agreement.
Item 7. Exemption From Registration Claimed
Not applicable.
Item 8. Exhibits
<TABLE>
<CAPTION>
Exhibits
<S> <C>
4.1 Restated Certificate of Incorporation of the Company (Exhibit 3(a) to
Registration Statement on Form S-3 (Registration No. 33-63853)).
4.2 Restated By-Laws of the Company (Exhibit 3(b) to Registration Statement
on Form S-3 (Registration No. 33-63853)).
4.3 Certificate of Amendment to the Restated Certificate of Incorporation
of Metromedia International Group (incorporated by reference from the
Company's Schedule 14A, dated August 6, 1996, for the annual meeting of
stockholders dated August 29, 1996).
4.4 Form of certificate for the shares of common stock of the Company
(incorporated by reference from the Company's Registration Statement on
Form S-4 (Registration No. 333-86203)).
5.1* Opinion of Arnold L. Wadler, Esq., General Counsel of the Company,
regarding the legality of the Common Stock being registered.
23.1* Consent of KPMG LLP
23.2* Consent of KPMG LLP
23.3* Consent of KPMG LLP
23.4* Consent of KPMG LLP
<PAGE>
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 Arnold L. Wadler, Esq. (included in Exhibit 5.1).
24 Power of Attorney (included on page 8 of this Registration Statement).
</TABLE>
- --------------------
* Filed herewith.
Item 9. Undertakings
The undersigned Registrant hereby undertakes:
(a) (i) to file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration Statement to
include any material information with respect to the plan of distribution not
previously disclosed in this Registration Statement or any material change to
such information in this Registration Statement; (ii) that, for the purpose 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; and
(iii) to remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.
(b) That, for purposes of determining any liability under
the Securities Act of 1933, as amended, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934, as amended, that is incorporated by reference in this
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.
(c) Insofar as indemnification for liabilities arising under
the Securities Act of 1933, as amended, may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the Registrant's
Certificate of Incorporation or by-laws, by contract, 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
<PAGE>
the Act 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 its 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 Act and will
be governed by the final adjudication of such issue.
The undersigned Registrant hereby undertakes to deliver or cause to
be delivered with the prospectus, to each person to whom the prospectus is
sent or given, the latest annual report to security holders that is
incorporated by reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934, and, where interim financial information required to be
presented by Article 3 or regulation S-X are not set forth in the prospectus,
to deliver, or cause to be delivered to each person to whom the prospectus is
sent or given, the latest quarterly report that is specifically incorporated
by reference in the prospectus to provide such interim financial information.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of East Rutherford, State of New Jersey.
METROMEDIA INTERNATIONAL GROUP, INC.
By: /s/ Arnold L. Wadler
--------------------
Arnold L. Wadler
Executive Vice President, General Counsel
and Secretary
Date: January 21, 2000
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature to
this Registration Statement appears below hereby constitutes and appoints each
of Silvia Kessel, Arnold L. Wadler and Vincent D. Sasso, Jr., acting
individually, as such person's true and lawful attorney-in-fact and agent with
full power of substitution for such person and in such person's name, place and
stead, in any and all capacities, to sign and to file with the Commission any
and all amendments and post-effective amendments to this Registration Statement,
with exhibits thereto and other documents in connection therewith, granting unto
said attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as such person might or could do
in person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or any substitute therefor, may lawfully do or cause to be done by virtue
thereof.
Pursuant to the requirements of the Act, this Registration Statement
has been signed by the following persons on behalf of the Registrant and in the
capacities indicated on the 21st day of January, 2000.
<TABLE>
<CAPTION>
SIGNATURES TITLE
<S> <C>
/s/ JOHN W. KLUGE
- ---------------------------------- Chairman of the Board of Directors
John W. Kluge
/s/ STUART SUBOTNICK
- ---------------------------------- Vice Chairman of the Board of Directors,
Stuart Subotnick President and Chief Executive Officer
(Principal Executive Officer)
<PAGE>
/S/ SILVIA KESSEL Executive Vice President, Chief Financial
- ---------------------------------- Officer, Treasurer and Director (Principal
Silvia Kessel Financial Officer)
/s/ ARNOLD L. WADLER Executive Vice President, General Counsel,
- ---------------------------------- Secretary and Director
Arnold L. Wadler
/s/ VINCENT D. SASSO, JR.
- ---------------------------------- Vice President (Principal Accounting Officer)
Vincent D. Sasso, Jr.
/s/ JOHN P. IMLAY, JR.
- ---------------------------------- Director
John P. Imlay, Jr.
/s/ CLARK A. JOHNSON
- ---------------------------------- Director
Clark A. Johnson
/s/ CARL E. SANDERS
- ---------------------------------- Director
Carl E. Sanders
/s/ LEONARD WHITE
- ---------------------------------- Director
Leonard White
/s/ JAMES R.S. HATT
- ----------------------------------- Director
James R.S. Hatt
Director
- -----------------------------------
I. Martin Pompadur
</TABLE>
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBITS
<S> <C>
4.1 Restated Certificate of Incorporation of the Company (Exhibit 3(a) to
Registration Statement on Form S-3 (Registration No. 33-63853)).
4.2 Restated By-Laws of the Company (Exhibit 3(b) to Registration Statement
on Form S-3 (Registration No. 33-63853)).
4.3 Certificate of Amendment to the Restated Certificate of Incorporation
of Metromedia International Group (incorporated by reference from the
Company's Schedule 14A, dated August 6, 1996, for the annual meeting of
stockholders dated August 29, 1996).
4.4 Form of certificate for the shares of common stock of the Company
(incorporated by reference from the Company's Registration Statement on
Form S-4 (Registration No. 333-86203)).
5.1* Opinion of Arnold L. Wadler, Esq., General Counsel of the Company,
regarding the legality of the Common Stock being registered.
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 Arnold L. Wadler, Esq. (included in Exhibit 5.1).
25 Power of Attorney (included on page 8 of this Registration Statement).
</TABLE>
- -------------------
* Filed herewith
<PAGE>
Exhibit 5.1
[Letterhead]
January 19, 2000
Metromedia International Group, Inc.
One Meadowlands Plaza, 6th Floor
East Rutherford, New Jersey 07073-2137
Re: METROMEDIA INTERNATIONAL GROUP, INC. REGISTRATION STATEMENT ON
FORM S-8
Dear Sir/Madam:
In connection with the Registration Statement on Form S-8 (the
"Registration Statement") filed by Metromedia International Group, Inc., a
Delaware corporation (the "Company"), with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Act"), and the
rules and regulations promulgated under the Act (the "Rules"), which relates to
the 657,908 shares (the "Option Shares") of Common Stock, par value $1.00 per
share (the "Common Stock"), of the Company which have been reserved for issuance
pursuant to the employment and stock option agreements between the Company and
Richard J. Sherwin (collectively, the "Plan"), I am rendering this opinion as to
the legality of the Option Shares being registered under the Registration
Statement.
In connection with the furnishing of this opinion, I have
examined (i) the Registration Statement, (ii) the Plan, (iii) the Amended and
Restated Certificate of Incorporation of the Company, and the Amended and
Restated Bylaws of the Company, each as amended to date, and (iv) records of
certain of the Company's corporate proceedings. In addition, I have made those
other examinations of law and fact as I have considered necessary in order to
form a basis for my opinion. In my examination of the documents, I have assumed,
without independent investigation, the genuineness of all signatures, the
authenticity of all documents submitted to me as photostatic, reproduced or
conformed copies, the authenticity of all the latter documents, and the capacity
of all individuals who have executed any of the documents. As to certain matters
of fact, I have relied on representations, statements or certificates of other
officers of the Company.
<PAGE>
Exhibit 5.1
Based on the foregoing, I am of the opinion that the Option
Shares have been duly authorized for issuance and that the Option Shares, when
issued and delivered by the Company and paid for in accordance with the terms
and provisions of the Plan, will be validly issued, fully paid and
nonassessable.
My opinion expressed above is limited to the General
Corporation Law of the State of Delaware and the rules, regulations and orders
under it, which are currently in effect. Please be advised that I am not
admitted to practice in the State of Delaware. I consent to the filing of this
opinion as an exhibit to the Registration Statement. In giving this consent, I
do not agree that I come within the category of persons whose consent is
required by the Act or the Rules.
Very truly yours,
/s/ Arnold L. Wadler
Arnold L. Wadler
General Counsel
<PAGE>
Exhibit 23.1
Independent Auditors' Consent
The Board of Directors
Metromedia International Group, Inc.:
We consent to the use of our report incorporated herein by reference
in the registration statement.
KPMG LLP
New York, New York
January 19, 2000
<PAGE>
Exhibit 23.2
Independent Auditors' Consent
The Board of Directors
PLD Telekom, Inc.:
We consent to the use of our report incorporated herein by
reference in the registration statement.
Our report dated March 30, 1999 contains an explanatory paragraph that
states the Company has suffered recurring losses, has a working capital
deficiency, and does not presently have sufficient funds on hand to meet its
current debt obligations. These factors raise substantial doubt about the
Company's ability to continue as a going concern. The consolidated financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
KPMG LLP
New York, New York
January 19, 2000
<PAGE>
Exhibit 23.3
Independent Auditors' Consent
The Board of Directors
PLD Capital Asset (U.S.) Inc.:
We consent to the use of our report incorporated herein by reference
in the registration statement.
Our report dated March 30, 1999 contains an explanatory paragraph
that states that the Company's parent, PLD Telekom Inc. (PLD), does not
presently have sufficient funds on hand to meet its current debt obligations.
PLD's failure to make payment in full when required could result in a
cross-default under and acceleration of other debt obligations for which the
Company is a guarantor. These factors raise substantial doubt about the
Company's ability to continue as a going concern. The financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.
KPMG LLP
New York, New York
January 19, 2000
<PAGE>
Exhibit 23.4
Independent Auditors' Consent
The Board of Directors
PLD Telekom Inc.:
We consent to the use of our report dated March 21, 1997 incorporated
herein by reference in the registration statement.
KPMG LLP
Chartered Accountants
Calgary, Canada
January 19, 2000
<PAGE>
Exhibit 23.5
Independent Auditors' Consent
The Board of Directors
NWE Capital (Cyprus) Ltd.:
We consent to the use of our report incorporated herein by reference.
Our report dated March 30, 1999 contains an explanatory paragraph
that states that the Company's parent, PLD Telekom Inc. (PLD), does not
presently have sufficient funds on hand to meet its current debt obligations.
PLD's failure to make payment in full when required could result in a
cross-default under and acceleration of other debt obligations for which the
Company is a guarantor. These factors raise substantial doubt about the
Company's ability to continue as a going concern. The consolidated financial
statements do not include any adjustments that might result from the outcome
of this uncertainty.
KPMG
St. Petersburg, Russia
January 19, 2000
<PAGE>
Exhibit 23.6
Independent Auditors' Consent
The Board of Directors
Baltic Communications Limited:
We consent to the use of our report incorporated herein by reference
in the registration statement.
Our report dated March 30, 1999 contains an explanatory paragraph
that states that the Company's parent, PLD Telekom Inc. (PLD), does not
presently have sufficient funds on hand to meet its current debt obligations.
The Company is a guarantor of such obligations. PLD's failure to make payment
in full when required could result in a claim being made against the Company
under its guaranty and a cross-default under and acceleration of other debt
obligations for which the Company is also a guarantor. These factors raise
substantial doubt about the Company's ability to continue as a going concern.
The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.
KPMG
St. Petersburg, Russia
January 19, 2000
\<PAGE>
Exhibit 23.7
Independent Auditors' Consent
The Board of Directors
Wireless Technology Corporation Limited:
We consent to the use of our report incorporated herein by reference
in the registration statement.
Our report dated February 17, 1999 contains an explanatory paragraph
that states that the Company's parent, PLD Telekom Inc. (PLD), does not
presently have sufficient funds on hand to meet its current debt obligations.
The Company is a guarantor of such obligations. PLD's failure to make payment
in full when required could result in a claim being made against the Company
under its guaranty and a cross-default under and acceleration of other debt
obligations for which the Company is also a guarantor. These factors raise
substantial doubt about the Company's ability to continue as a going concern.
The consolidated financial statements do not include any adjustments that
might result from the outcome of this uncertainty.
KPMG
Almaty, Kazakhstan
January 19, 2000
<PAGE>
Exhibit 23.8
Independent Auditors' Consent
The Board of Directors
Technocom Limited:
We consent to the use of our report incorporated herein by reference
in the registration statement.
Our report dated March 30, 1999 contains an explanatory paragraph that
states that the Company has suffered recurring losses, has a working capital
deficiency, and does not presently have sufficient funds on hand to meet its
current obligations. These factors raise substantial doubt about the Company's
ability to continue as a going concern. The consolidated financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.
KPMG
Chartered Accountants
Dublin, Ireland
January 19, 2000
<PAGE>
Exhibit 23.9
Independent Auditors' Consent
The Board of Directors
PLD Asset Leasing Ltd.:
We consent to the use of our report incorporated herein by reference
in the registration statement.
Moore Stephens
Chartered Accountants
Nicosia, Cyprus
January 19, 2000
