SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 2)
Under the Securities Exchange Act of 1934
PLD Telekom Inc.
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(Name of Issuer)
Common Stock $.01 par value
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(Title of Class and Securities)
69340T 10
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(CUSIP Number of Class of Securities)
Arthur M. Siskind, Esq.
c/o News America Incorporated
The News Corporation Limited
1211 Avenue of the Americas
New York, New York 10036
(212) 852-7000
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Copy to:
Alan G. Straus, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, New York 10022
(212) 735-2037
May 18, 1999
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(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 ss. 240.13d-1(e), 240.13d- 1(f) or
240.13d-1(g), check the following: ( )
Note. Schedule filed in paper format shall include a signed original and
five copies of the Schedule, including all exhibits. See ss. 240.13d-7(b)
for other parties to whom copies are to be sent.
(Continued on following pages)
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/1/ 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).
CUSIP No. 69340T 10
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(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
The News Corporation Limited
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) (x)
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS
WC
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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
South Australia, Australia
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NUMBER OF SHARES (7) SOLE VOTING POWER
BENEFICIALLY 18,436,149
OWNED BY ------------------------------------------------
EACH (8) SHARED VOTING POWER
REPORTING -0-
PERSON ------------------------------------------------
WITH (9) SOLE DISPOSITIVE POWER
18,436,149
------------------------------------------------
(10) SHARED DISPOSITIVE POWER
-0-
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,436,149
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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
44%
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(14) TYPE OF REPORTING PERSON
CO
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CUSIP No. 69340T 10
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(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
News America Incorporated
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) (x)
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS
WC
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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 SHARES (7) SOLE VOTING POWER
BENEFICIALLY 18,436,149
OWNED BY ------------------------------------------------
EACH (8) SHARED VOTING POWER
REPORTING -0-
PERSON ------------------------------------------------
WITH (9) SOLE DISPOSITIVE POWER
18,436,149
------------------------------------------------
(10) SHARED DISPOSITIVE POWER
-0-
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,436,149
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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
44%
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(14) TYPE OF REPORTING PERSON
CO
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CUSIP No. 69340T 10
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(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
News PLD LLC
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) (x)
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS
N/A
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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 SHARES (7) SOLE VOTING POWER
BENEFICIALLY 14,631,780
OWNED BY ------------------------------------------------
EACH (8) SHARED VOTING POWER
REPORTING -0-
PERSON ------------------------------------------------
WITH (9) SOLE DISPOSITIVE POWER
14,631,780
------------------------------------------------
(10) SHARED DISPOSITIVE POWER
-0-
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,631,780
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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
38.41%
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(14) TYPE OF REPORTING PERSON
OO
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CUSIP No. 69340T 10
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(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
K. Rupert Murdoch
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) (x)
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS
WC
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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
United States of America
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NUMBER OF SHARES (7) SOLE VOTING POWER
BENEFICIALLY 18,436,149
OWNED BY ------------------------------------------------
EACH (8) SHARED VOTING POWER
REPORTING -0-
PERSON ------------------------------------------------
WITH (9) SOLE DISPOSITIVE POWER
18,436,149
------------------------------------------------
(10) SHARED DISPOSITIVE POWER
-0-
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,436,149
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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
44%
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(14) TYPE OF REPORTING PERSON
IN
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AMENDMENT NO. 2 TO SCHEDULE 13D
This Amendment No. 2 (this "Amendment") amends and supplements the
Statement on Schedule 13D (as previously amended pursuant to Amendment No.
1, the "Schedule 13D"), relating to the common stock, par value $.01 per
share (the "PLD Common Stock"), of PLD Telekom Inc., a Delaware corporation
(the "Company"), filed jointly on behalf of The News Corporation Limited, a
South Australia, Australia corporation ("News Corporation"), News America
Incorporated, a Delaware corporation ("News America"), News PLD LLC, a
Delaware limited liability company ("News PLD LLC"), and K. Rupert Murdoch
(collectively, the "Reporting Persons"). Terms used and not defined in this
Amendment have the meaning set forth in the Schedule 13D.
On May 19, 1999, in connection with the proposed merger (the
"Merger") pursuant to an Agreement and Plan of Merger (the "Merger
Agreement") among the Company, Metromedia International Group, Inc., a
Delaware corporation ("Metromedia"), and a newly formed subsidiary of
Metromedia, (i) News America and News PLD LLC entered into a Voting
Agreement (the "Voting Agreement") and a Registration Rights Agreement (the
"Registration Rights Agreement") with Metromedia and (ii) News America
entered into a Letter Agreement with Metromedia (the "Letter Agreement").
Copies of the Voting Agreement, Registration Rights Agreement and Letter
Agreement are attached hereto as Exhibits 1, 2 and 3 respectively and are
incorporated herein by reference.
On April 22, 1999, the Company and News America amended the
Revolving Credit Agreement to increase the amount available thereunder from
$9,100,000 to $9,550,000, and the Company issued a PLD Note in an aggregate
principal amount of $450,000. The PLD Note is convertible at the option of
News America into 213,068 shares of PLD Common Stock.
Item 3. Source and Amount of Funds or Other Consideration.
The funds used by News America to acquire the PLD Note were
provided from working capital. The information set forth, or incorporated
by reference, in the Introduction to this Amendment is hereby incorporated
herein by reference.
Item 4. Purpose of Transaction.
Pursuant to the terms of the Voting Agreement, News America and
News PLD LLC agreed to vote the PLD Common Stock beneficially owned by them
at any meeting of the stockholders of the Company in favor of the Merger
Agreement and the transactions contemplated thereby and against any other
proposal for an extraordinary corporate transaction involving the Company
or any other action or agreement which could reasonably be expected to (i)
result in a breach of any covenant, representation or warranty of the
Company under the Merger Agreement, (ii) result in the conditions to the
Company's obligations under the Merger Agreement not being fulfilled or
(iii) impede, interfere with, delay, postpone or materially adversely
affect the Merger and the transactions contemplated by the Merger
Agreement. In addition, Metromedia Company, which with its partners is the
largest stockholder of Metromedia, has agreed to grant News America and
News PLD LLC tag-along rights on sales by Metromedia Company of common
stock of Metromedia in certain circumstances after consummation of the
Merger. No additional consideration was paid by or to News America or News
PLD LLC in connection with the execution of the Voting Agreement other than
the mutual covenants and agreements set forth therein. The Voting Agreement
will terminate upon the earlier to occur of (x) the closing of the
transactions contemplated by the Merger Agreement and (y) the termination
of the Merger Agreement in accordance with its terms.
Pursuant to the terms of the Registration Rights Agreement,
Metromedia has agreed to file and to use its reasonable best efforts to
have declared effective by the Securities and Exchange Commission no later
than six months after the effective date of the Merger, subject to delay in
certain circumstances, a Shelf Registration Statement (the "Shelf
Registration Statement") for the purpose of registering under the
Securities Act of 1933, as amended, the common stock, par value $1.00 per
share (the "Metromedia Common Stock"), of Metromedia to be acquired by News
America and News PLD LLC in the Merger. Metromedia has agreed to use its
reasonable best efforts to keep the Shelf Registration Statement
continuously effective and usable for the sale of Metromedia Common Stock
until the earlier of (x) the date all shares of Metromedia Common Stock
covered by the Shelf Registration Statement have been sold and (y) two
years from the date of effectiveness of the Shelf Registration Statement
(plus, if applicable, the amount of time which has elapsed during any Delay
Periods or Interruption Periods (each as defined therein)). In addition,
pursuant to the terms of the Registration Rights Agreement, Metromedia has
extended to News America and News PLD LLC certain incidental registration
rights with respect to the registration of Metromedia Common Stock prior to
the effectiveness of the Shelf Registration Statement.
Pursuant to the terms of the Letter Agreement, News America agreed
that it will not exercise any of its rights under the Revolving Credit
Agreement or any note or guarantee issued thereunder until the earlier to
occur of (x) the Closing Date (as defined in the Merger Agreement) and (y)
the date the Merger Agreement is terminated or expires in accordance with
its terms (the "Pre-Closing Period"). News America further agreed that
during the Pre-Closing Period it will not (i) exercise its rights under the
Revolving Credit Agreement or any note issued thereunder to convert any
amounts owed under the PLD Notes into shares of PLD Common Stock or (ii)
exercise its rights upon the occurrence of any default under the Revolving
Credit Agreement during the Pre-Closing Period; provided, however, that
notwithstanding News America's agreement not to exercise remedies during
the Pre-Closing Period, any amounts otherwise coming due under the
Revolving Credit Agreement, whether at maturity or otherwise, will be
immediately due and payable, without any action required by News America,
upon the termination or expiration of the Merger Agreement or in connection
with any bankruptcy proceeding. Substantially simultaneously with the
completion of the Merger, in consideration for the cancellation of the PLD
Notes and all other obligations outstanding under the Revolving Credit
Agreement, Metromedia will, or will cause the Company to, (i) pay to News
America the principal amount of the PLD Notes outstanding on such date
together with accrued and unpaid interest on the PLD Notes at a rate of 10%
per annum (in lieu of the rate of 20% per annum specified in the Revolving
Credit Agreement) and (ii) cause the Guarantees (as defined in the
Revolving Credit Agreement) and all obligations of News America thereunder
to be canceled with no liability to News America. The Letter Agreement will
terminate upon the termination or expiration of the Merger Agreement in
accordance with its terms.
The Merger Agreement provides that, in connection with the
consummation of the Merger, Metromedia will take such action as is required
to expand the size of its Board of Directors to include two new directors.
Pursuant to the terms of the Merger Agreement, News America is entitled to
designate one of the two new directors to be appointed to the Board of
Directors of Metromedia.
Item 5. Interest in Securities of the Issuer.
News PLD LLC beneficially owns 14,631,780 shares of Common Stock as
determined pursuant to Rule 13d-3 under the Securities Exchange Act of 1934
(the "Exchange Act"), representing approximately 38.41% of the outstanding
Common Stock. Each of News Corporation, News America, and Mr. Murdoch, as
persons who may be deemed to control News PLD LLC, may be deemed to
beneficially own the shares owned by News PLD LLC. In addition, each of
News Corporation, News America and Mr. Murdoch may be deemed to
beneficially own 3,804,369 shares of Common Stock into which the PLD Notes
are convertible, representing approximately 9.13% of the Common Stock
assuming conversion of the PLD Notes. However, as stated above in Item 4 of
this Amendment, News America further agreed that during the Pre-Closing
Period it will not exercise its rights under the Revolving Credit Agreement
or any note issued thereunder to convert any amounts owed under the PLD
Notes into shares of PLD Common Stock. Each of the Reporting Persons has
sole voting or dispositive power with respect to the shares of Common Stock
which they beneficially hold. None of the Reporting Persons share voting
and dispositive power with respect to any shares of Common Stock which they
beneficially hold. For purposes of computing the percentage beneficial
ownership of the Reporting Persons, the total number of shares of PLD
Common Stock considered to be outstanding is 37,846,789 (based on the
Company's Form 10-Q for the quarter ended March 31, 1999) plus the number
of shares of PLD Common Stock that each of the Reporting Persons has the
right to acquire beneficial ownership within 60 days pursuant to the
exercise of any option, warrant or right or the conversion of any security.
Except for the transactions described in this Amendment or
Amendment No. 1 to the Schedule 13D, no transactions were effected by the
Reporting Persons in the PLD Common Stock during the 60 days preceding the
date hereof.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
The information set forth, or incorporated by reference, in the
Introduction to this Amendment and Item 3 is hereby incorporated herein by
reference.
Except as specifically provided herein, this Amendment does not
modify any of the information previously reported on the Schedule 13D.
Item 7. Material to be Filed as Exhibits.
Document Exhibit No.
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Voting Agreement, dated as of May 18, 1999, by and among 1
Metromedia International Group, Inc., News America
Incorporated and News PLD LLC, and for purposes of
Section 5.5 only, Metromedia Company (incorporated by
reference to Exhibit 99.3 of the Current Report on
Form 8-K of Metromedia International group Inc. filed
May 20, 1999 (File No. 1-05706)).
Registration Rights Agreement, dated as of May 18, 1999, 2
by and among Metromedia International Group, Inc., News
America Incorporated and News PLD LLC (incorporated by
reference to Exhibit 99.4 of the Current Report on Form
8-K of Metromedia International group Inc. filed May 20, 1999
(File No. 1-05706)).
Letter Agreement, dated May 18, 1999, by and between 3
Metromedia International Group, Inc. and News America
Incorporated (incorporated by reference to Exhibit 99.7
of the Current Report on Form 8-K of Metromedia International
group Inc. filed May 20, 1999 (File No. 1-05706)).
Agreement of Joint Filing, dated April 12, 1999, by 4
and among The News Corporation Limited, News America
Incorporated, News PLD LLC and K. Rupert Murdoch
(incorporated by reference to Amendment No. 1 to the
Schedule 13D filed on April 12, 1999).
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Schedule is true,
complete and correct.
THE NEWS CORPORATION LIMITED
Dated: May 27, 1999 By: /s/Arthur M. Siskind
------------------------------------
Name: ARTHUR M. SISKIND
Title: DIRECTOR
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Schedule is true,
complete and correct.
NEWS AMERICA INCORPORATED
Dated: May 27, 1999 By: /s/ Arthur M. Siskind
--------------------------------------
Name: ARTHUR M. SISKIND
Title: DIRECTOR
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Schedule is true,
complete and correct.
NEWS PLD LLC
Dated: May 27, 1999 By: /s/ Lawrence Jacobs
--------------------------------------
Name: LAWRENCE JACOBS
Title: VICE PRESIDENT
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Schedule is true,
complete and correct.
Dated: May 27, 1999 /s/ K. Rupert Murdoch
------------------------------------------
K. RUPERT MURDOCH
