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1746 |
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 |
OMB APPROVAL OMB Number: 3235-0145 Expires: October 31, 2002 Estimated average burden hours per response . . . .14.9 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Metromedia International Group, Inc.
(Name of Issuer)
Common Stock; 7-1/4% Cumulative Convertible Preferred Stock
(Title of Class of Securities)
591695101 (Common Stock)
591695200 (Preferred Stock)
(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 that is the subject of this Schedule 13D, and is filing this schedule because of sections 240.13d-1(e), 240.13d-1(f) or 140.13d-1(g), check the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See section 240.13d-7 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 the disclosures provided in a prior cover page.
The information required in 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).
1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Snyder Capital Management, L.P.
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X
(b) ______
3. SEC Use Only
4. Source of Funds (See Instructions) AF
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ____
6. Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With |
7. Sole Voting Power Common Stock 0 Preferred Stock 0 |
8. Shared Voting Power Common Stock 7,838,677 Preferred Stock 367,800 |
|
9. Sole Dispositive Power Common Stock 0 Preferred Stock 0 |
|
10. Shared Dispositive Power Common Stock 8,636,701 Preferred Stock 398,200 |
11. Aggregate Amount Beneficially Owned by Each Reporting Person
Common Stock 8,636,701
Preferred Stock 398,200
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) ______
13. Percent of Class Represented by Amount in Row (11)
Common Stock 9.08
Preferred Stock 9.6
14. Type of Reporting Person (See Instructions)
PN, IA
1. Names of Reporting Persons. I.R.S. 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. Source of Funds (See Instructions) AF
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ____
6. Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With |
7. Sole Voting Power Common Stock 0 Preferred Stock 0 |
8. Shared Voting Power Common Stock 7,838,677 Preferred Stock 367,800 |
|
9. Sole Dispositive Power Common Stock 0 Preferred Stock 0 |
|
10. Shared Dispositive Power Common Stock 8,636,701 Preferred Stock 398,200 |
11. Aggregate Amount Beneficially Owned by Each Reporting Person
Common Stock 8,636,701
Preferred Stock 398,200
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) ______
13. Percent of Class Represented by Amount in Row (11)
Common Stock 9.08
Preferred Stock 9.6
14. Type of Reporting Person (See Instructions)
CO
Item 1. Security and Issuer
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 John 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").
SCMI is a wholly owned subsidiary of Nvest Holdings, Inc., which is a wholly owned subsidiary of Nvest Companies, L.P. ("Nvest Companies"). Nvest Companies is the sole limited partner of SCMLP. The general partner of Nvest Companies is CDCAM North America, LLC. CDCAM North America Corporation ("CDCAM NA") is the sole limited partner of Nvest Companies. CDCAM NA is a wholly owned subsidiary of CDC Asset Management S.A., which is owned by CNP Assurances, Caisse Nationale des Caisses E'Epargne and CDC Finance, each of which is owned by Caisse Nationale des Consignations ("CDC"), which is supervised by the government of France.
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 and Nvest Companies is 399 Boylston Street, Boston, MA 02116. The business address of CDC is 7, Place des Cinq Martyrs du Lycee Buffon, BP 541, 75725, Paris, Cedex 15, France.
(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* |
$19,005,000 (Common Stock) |
SCMLP |
Funds Under Management* |
$5,873,000 (Preferred Stock) |
* 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 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 has declined in value in the face of gains in the broader markets. 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
To the knowledge of the Filers, the beneficial ownership of the Common Stock(1) by the Named Persons in Item 2 of this statement is as follows at the date hereof:
Name |
Aggregate Beneficially Owned Number Percent |
Sole Voting Power |
Shared Voting Power |
Sole Dispositive Power |
Shared Dispositive Power |
|
SCMLP |
8,636,701 |
9.08 |
0 |
7,838,677 |
0 |
8,636,701 |
SCMI |
8,636,701 |
9.08 |
0 |
7,838,677 |
0 |
8,636,701 |
Snyder |
114,731 |
.001 |
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 |
.00001 |
1,270 |
0 |
1,270 |
0 |
Voss |
0 |
0 |
0 |
0 |
0 |
0 |
Katz-Snyder |
0 |
0 |
0 |
0 |
0 |
0 |
Umberfield |
0 |
0 |
0 |
0 |
0 |
0 |
(1)
The shares of Common Stock beneficially owned by SCMLP and SCM include 1,327,201 shares of Common Stock issuable on conversion of the 398,200 shares of Preferred Stock owned by them (each share of Preferred Stock is convertible, at the holder's option, into 3.3333 shares of Common Stock).To the knowledge of the Filers, the beneficial ownership of the Preferred Stock by the Named Persons in Item 2 of this statement is as follows at the date hereof:
Name |
Aggregate Beneficially Owned Number Percent |
Sole Voting Power |
Shared Voting Power |
Sole Dispositive Power |
Shared Dispositive Power |
|
SCMLP |
398,200 |
9.6 |
0 |
367,800 |
0 |
398,200 |
SCMI |
398,200 |
9.6 |
0 |
367,800 |
0 |
398,200 |
Snyder |
25,000 |
.6 |
25,000 |
0 |
25,000 |
0 |
Niemasik |
0 |
0 |
0 |
0 |
0 |
0 |
Murtaugh |
0 |
0 |
0 |
0 |
0 |
0 |
Stanton |
0 |
0 |
0 |
0 |
0 |
0 |
Block |
0 |
0 |
0 |
0 |
0 |
0 |
Voss |
0 |
0 |
0 |
0 |
0 |
0 |
Katz-Snyder |
0 |
0 |
0 |
0 |
0 |
0 |
Umberfield |
0 |
0 |
0 |
0 |
0 |
0 |
The Filers 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:
Name |
Purchase or Sale |
Date |
Number of Shares |
Price Per Share |
SCMLP |
P |
3/6/00 |
65,000 (Common Stock) |
$7.026 |
SCMLP |
P |
3/24/00 |
39,000 (Common Stock) |
$7.988 |
SCMLP |
P |
4/13/00 |
13,400 (Common Stock) |
$5.113 |
SCMLP |
P |
4/14/00 |
18,900 (Common Stock) |
$5.925 |
SCMLP |
S |
5/17/00 |
8,000 (Common Stock) |
$4.89 |
SCMLP |
S |
6/13/00 |
2,800 (Preferred Stock) |
$27.95 |
SCMLP |
S |
6/14/00 |
10,600 (Preferred Stock) |
$27.95 |
SCMLP |
S |
6/16/00 |
100 (Preferred Stock) |
$27.45 |
SCMLP |
S |
6/23/00 |
2,700 (Preferred Stock) |
$27.45 |
SCMLP |
P |
6/28/00 |
43,000 (Common Stock) |
$4.31 |
SCMLP |
P |
7/13/00 |
23,000 (Common Stock) |
$4.55 |
SCMLP |
P |
7/13/00 |
2,000 (Common Stock) |
$4.3 |
SCMLP |
P |
7/13/00 |
9,500 (Common Stock) |
$4.57 |
SCMLP |
P |
7/14/00 |
25,300 (Common Stock) |
$4.55 |
SCMLP |
S |
7/14/00 |
9,500 (Common Stock) |
$4.55 |
SCMLP |
S |
7/17/00 |
28,700 (Common Stock) |
$4.43 |
SCMLP |
P |
7/17/00 |
28,700 (Common Stock) |
$4.45 |
SCMLP |
P |
7/17/00 |
67,000 (Common Stock) |
$4.53 |
SCMLP |
P |
7/18/00 |
29,200 (Common Stock) |
$4.47 |
SCMLP |
P |
7/19/00 |
42,500 (Common Stock) |
$4.53 |
SCMLP |
P |
7/20/00 |
28,500 (Common Stock) |
$4.48 |
SCMLP |
P |
7/21/00 |
12,200 (Common Stock) |
$4.49 |
SCMLP |
P |
7/24/00 |
10,600 (Common Stock) |
$4.50 |
SCMLP |
S |
7/31/00 |
13,000 (Common Stock) |
$4.40 |
SCMLP |
P |
7/31/00 |
13,000 (Common Stock) |
$4.42 |
SCMLP |
P |
8/2/00 |
14,000 (Common Stock) |
$4.18 |
SCMLP |
P |
8/8/00 |
2,500 (Common Stock) |
$4.11 |
SCMLP |
P |
8/17/00 |
25,500 (Common Stock) |
$4.49 |
SCMLP |
P |
8/18/00 |
5,900 (Common Stock) |
$4.43 |
SCMLP |
P |
8/21/00 |
6,200 (Common Stock) |
$4.49 |
SCMLP |
P |
8/22/00 |
55,000 (Common Stock) |
$4.46 |
SCMLP |
P |
8/23/00 |
10,400 (Common Stock) |
$4.3 |
SCMLP |
S |
8/29/00 |
12,500 (Common Stock) |
$4.02 |
SCMLP |
P |
8/29/00 |
77,500 (Common Stock) |
$4.05 |
SCMLP |
P |
8/29/00 |
12,500 (Common Stock) |
$4.04 |
SCMLP |
S |
9/1/00 |
1,700 (Preferred Stock) |
$26.57 |
SCMLP |
S |
9/5/00 |
2,000 (Preferred Stock) |
$26.32 |
SCMLP |
P |
9/7/00 |
10,000 (Common Stock) |
$4.18 |
SCMLP |
P |
10/2/00 |
18,900 (Common Stock) |
$3.59 |
SCMLP |
P |
10/3/00 |
48,300 (Common Stock) |
$3.64 |
SCMLP |
P |
10/5/00 |
3,000 (Common Stock) |
$3.45 |
SCMLP |
P |
10/24/00 |
40,000 (Common Stock) |
$2.97 |
SCMLP |
S |
11/7/00 |
8,600 (Common Stock) |
$2.95 |
SCMLP |
P |
11/8/00 |
70,300 (Common Stock) |
$3.06 |
SCMLP |
P |
12/4/00 |
22,000 (Common Stock) |
$2.95 |
SCMLP |
S |
12/14/00 |
400,000 (Common Stock) |
$2.77 |
SCMLP |
P |
12/14/00 |
100,000 (Preferred Stock) |
$13.45 |
SCMLP |
P |
12/20/00 |
400 (Common Stock) |
$2.08 |
SCMLP |
P |
12/29/00 |
90,000 (Common Stock) |
$2.47 |
Item 6. Contracts, Arrangement, 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.
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: January 10, 2001
SNYDER CAPITAL MANAGEMENT, L.P. By: Snyder Capital Management, Inc. General Partner |
SNYDER CAPITAL MANAGEMENT, INC.
|
EXHIBIT A
AGREEMENT REGARDING JOINT FILING
OF STATEMENT ON SCHEDULE 13D OR 13G
Dated: January 10, 2001
SNYDER CAPITAL MANAGEMENT, L.P. By: Snyder Capital Management, Inc., General Partner |
SNYDER CAPITAL MANAGEMENT, INC.
|
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