UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Metromedia International Group, Inc.
-----------------------------------------
(Name of Issuer)
Common Stock, $.01 par value
------------------------------
(Title of Class of Securities)
591689104
--------------
(CUSIP Number)
Martin D. Sklar, Esq.
Kleinberg, Kaplan, Wolff & Cohen, P.C.
551 Fifth Avenue, New York, New York 10176
Tel: (212) 986-6000
-----------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 5 , 2006
------------------
(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 ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box |_|.
SCHEDULE 13D
CUSIP No 591689104
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Esopus Creek Value LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER 7 SOLE VOTING POWER
OF 0
SHARES
BENEFI- 8 SHARED VOTING POWER
CIALLY 2,530,000
OWNED
BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
2,530,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,530,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.7%
14 TYPE OF REPORTING PERSON
PN
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Esopus Creek Advisors LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER 7 SOLE VOTING POWER
OF 0
SHARES
BENEFI- 8 SHARED VOTING POWER
CIALLY 2,530,000
OWNED
BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
2,530,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,530,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.7%
14 TYPE OF REPORTING PERSON
OO
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Andrew L. Sole
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER 7 SOLE VOTING POWER
OF 0
SHARES
BENEFI- 8 SHARED VOTING POWER
CIALLY 2,530,000
OWNED
BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
2,530,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,530,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.7%
14 TYPE OF REPORTING PERSON
IN
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Joseph S. Criscione
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER 7 SOLE VOTING POWER
OF 0
SHARES
BENEFI- 8 SHARED VOTING POWER
CIALLY 2,530,000
OWNED
BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
2,530,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,530,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.7%
14 TYPE OF REPORTING PERSON
IN
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Cadence Investment Management, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER 7 SOLE VOTING POWER
OF 0
SHARES
BENEFI- 8 SHARED VOTING POWER
CIALLY 2,363,442
OWNED
BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
2,363,442
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,363,442
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.5%
14 TYPE OF REPORTING PERSON
IA
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Cadence Master, Ltd.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
NUMBER 7 SOLE VOTING POWER
OF 0
SHARES
BENEFI- 8 SHARED VOTING POWER
CIALLY 551,031
OWNED
BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
551,031
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
551,031
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.6%
14 TYPE OF REPORTING PERSON
IA
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Philip R. Broenniman
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER 7 SOLE VOTING POWER
OF 155,000
SHARES
BENEFI- 8 SHARED VOTING POWER
CIALLY 2,363,442
OWNED
BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 155,000
PERSON
WITH 10 SHARED DISPOSITIVE POWER
2,363,442
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,515,442
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.7%
14 TYPE OF REPORTING PERSON
IN
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Mellon HBV Alternative Strategies LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER 7 SOLE VOTING POWER
OF 0
SHARES
BENEFI- 8 SHARED VOTING POWER
CIALLY 7,907,610
OWNED
BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
7,907,610
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,907,610
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.4%
14 TYPE OF REPORTING PERSON
IA
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Mellon HBV Company, Ltd.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER 7 SOLE VOTING POWER
OF 0
SHARES
BENEFI- 8 SHARED VOTING POWER
CIALLY 7,907,610
OWNED
BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
7,907,610
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,907,610
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.4%
14 TYPE OF REPORTING PERSON
CO
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
D.E. Shaw Laminar Portfolios, L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER 7 SOLE VOTING POWER
OF 0
SHARES
BENEFI- 8 SHARED VOTING POWER
CIALLY 6,813,000
OWNED
BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
6,813,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,813,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.2%
14 TYPE OF REPORTING PERSON
OO
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
D.E. Shaw & Co., L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER 7 SOLE VOTING POWER
OF 0
SHARES
BENEFI- 8 SHARED VOTING POWER
CIALLY 6,813,000
OWNED
BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
6,813,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,813,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.2%
14 TYPE OF REPORTING PERSON
IA, PN
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
D.E. Shaw & Co., L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER 7 SOLE VOTING POWER
OF 0
SHARES
BENEFI- 8 SHARED VOTING POWER
CIALLY 6,813,000
OWNED
BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
6,813,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,813,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.2%
14 TYPE OF REPORTING PERSON
OO
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
David E. Shaw
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER 7 SOLE VOTING POWER
OF 0
SHARES
BENEFI- 8 SHARED VOTING POWER
CIALLY 6,813,000
OWNED
BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
6,813,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,813,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.2%
14 TYPE OF REPORTING PERSON
IN
This Schedule 13D shall be deemed to be an amendment of the Schedule 13D
filed by the Mellon HBV Reporting Persons (as defined below) on January 5, 2005,
as amended, and a conversion of the Schedule 13G filed by the D. E. Shaw
Reporting Persons (as defined below) on June 9, 2005, as amended.
Item 1. Security and Issuer
This statement on Schedule 13D relates to the common stock, par value $0.01 per
share (the "Common Stock"), of Metromedia International Group, Inc., a Delaware
corporation ("Issuer"). The principal executive offices of Issuer are located at
8000 Tower Point Drive, Charlotte, North Carolina 28227.
Item 2. Identity and Background
(a). NAME
The names of the persons filing this statement on Schedule 13D are:
(i) The "Esopus Reporting Persons:"
- Esopus Creek Value LP ("Esopus Fund")
- Esopus Creek Advisors LLC ("Esopus Advisors")
- Andew L. Sole ("Mr. Sole")
- Joseph S. Criscione ("Mr. Criscione")
(ii) The "Cadence Reporting Persons:"
- Cadence Investment Management, LLC ("Cadence Investment
Management")
- Cadence Master, Ltd. ("Cadence Master")
- Philip R. Broenniman ("Mr. Broenniman")
(iii) The "Mellon HBV Reporting Persons:"
- Mellon HBV Alternative Strategies LLC ("Mellon Adviser")
- Mellon HBV Company, Ltd. ("Mellon Limited")
This Schedule 13D is also being filed by the Mellon HBV Reporting Persons
on behalf of Mellon HBV Master Multi-Strategy Fund L.P., Mellon HBV Master
Leveraged Multi-Strategy Fund L.P. and Mellon HBV Master U.S. Event Driven Fund
L.P. (the three funds identified in this sentence shall collectively be referred
to as the "Mellon Funds"). The directors and executive officers of Mellon
Adviser and Mellon Limited are set forth on Appendix III attached hereto.
(iv) The "D.E. Shaw Reporting Persons:"
- D. E. Shaw Laminar Portfolios, L.L.C. ("Laminar")
- D. E. Shaw & Co., L.P. ("DESCO LP")
- D. E. Shaw & Co., L.L.C. ("DESCO LLC")
- David E. Shaw
The Esopus Reporting Persons, the Cadence Reporting Persons, the Mellon HBV
Reporting Persons and the D. E. Shaw Reporting Persons shall collectively be
referred to as the "Reporting Persons." Each of the Reporting Persons is
responsible for the completeness and accuracy of the information concerning him
or it contained herein, but is not responsible for the completeness and accuracy
of the information concerning the others, except to the extent that he or it
knows or has reason to believe that such information is inaccurate.
(b). RESIDENCE OR BUSINESS ADDRESS
(i) The principal business address for each of the Esopus Reporting Persons
is 500 Fifth Avenue, Suite 2620, New York, New York 10110.
(ii) The principal business address for each of Cadence Investment
Management and Mr. Broenniman is 800 Third Avenue, 10th Floor, New York, New
York 10022. The principal business address of Cadence Master is c/o Bison
Financial Services Limited, Bison Court, P.O. Box 3460, Road Town, Tortola,
British Virgin Islands.
(iii) The principal business address of each of the MHBV Reporting Persons
is c/o Mellon HBV Alternative Strategies LLC, 200 Park Avenue, 54th floor, New
York, New York 10166.
(iv) The principal address and principal office, as applicable, for each of
the D. E. Shaw Reporting Persons is 120 West Forty-Fifth Street, Floor 39, Tower
45, New York, New York 10036.
(c). PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND THE NAME, PRINCIPAL
BUSINESS AND ADDRESS OF ANY CORPORATION OR OTHER ORGANIZATION IN WHICH SUCH
EMPLOYMENT IS CONDUCTED
(i) Esopus Fund is a private investment fund that invests on behalf of
institutions and high net worth individuals. The principal business of Esopus
Advisors is to serve as the general partner of Esopus Fund. The principal
business of each of Mr. Sole and Mr. Criscione is to serve as a managing member
of Esopus Advisors and as portfolio managers to the Esopus Fund and other
affiliated entities.
(ii) The principal business of each of Cadence Investment Management and
Mr. Broenniman is providing investment management services to investment funds
and other accounts under its or his management. Cadence Investment Management
serves as the investment manager to Cadence Master, which is a British Virgin
Islands international business company and an investment fund principally
engaged in the business of investing in securities, as well as to separate
managed accounts. Philip R. Broenniman serves as the managing member of Cadence
Investment Partners, LLC and Cadence Investment Management.
(iii) Mellon Adviser is a registered investment adviser under the
Investment Advisers Act of 1940. Mellon Limited is a wholly owned direct
subsidiary of Mellon Adviser. Each Mellon Fund is a limited partnership which is
exempt from registration as an investment company under the Investment Company
Act of 1940. Mellon Limited is the general partner of each Mellon Fund. Voting
and dispositive power over the securities reported herein as beneficially owned
is exercised by Mellon Adviser as investment adviser to the Mellon Funds.
(iv) The principal business of Laminar is that of a limited liability
company focusing primarily on credit-opportunities-related investment
strategies. Laminar does not have any executive officers or directors. The
principal business of DESCO LP is to act as an investment adviser to certain
funds, including, without limitation, Laminar. The principal business of DESCO
LLC is to act as managing member to certain funds, including, without
limitation, Laminar. D. E. Shaw & Co., Inc., a Delaware corporation ("DESCO
Inc."), is the general partner of DESCO LP. D. E. Shaw & Co. II, Inc., a
Delaware corporation ("DESCO II, Inc."), is the managing member of DESCO LLC.
David E. Shaw is the president and sole shareholder of DESCO Inc. and DESCO II,
Inc.
(d), (e). CRIMINAL CONVICTIONS; CIVIL PROCEEDINGS
During the last five years, none of the Reporting Persons have: (i) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) been 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 or prohibiting activities subject to federal or state securities laws
or finding any violation of such laws.
(f). CITIZENSHIP
(i) Esopus Fund is a Delaware limited Partnership. Esopus Advisors is a
Delaware limited liability company. Each of Mr. Sole and Mr. Criscione is a
citizen of the United States.
(ii) Cadence Investment Management is a Delaware limited liability company.
Cadence Master is a British Virgin Islands company. Mr. Broenniman is a citizen
of the United States.
(iii) Mellon Adviser is a Delaware limited liability company. Mellon
Limited is a Cayman Islands company.
(iv) Laminar is a Delaware limited liability company. DESCO LP is a
Delaware limited partnership. DESCO LLC is a Delaware limited liability company.
David E. Shaw is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration
(a) Esopus Fund spent approximately $3,747,711 to acquire its shares of
Common Stock. The funds used to purchase the shares of Common Stock were
obtained from a combination of the general working capital of the Esopus Fund
and margin account borrowings made in the ordinary course of business, although
Esopus Fund cannot determine whether any funds allocated to purchase the
Issuer's Common Stock were obtained from any margin account borrowings.
(b) Funds for the purchase of the shares of Common Stock reported herein by
Cadence Investment Management were derived from available capital of Cadence
Master and the accounts managed by Cadence Investment Management, and a total of
approximately $3,214,281 was paid to acquire such shares. Philip R. Broenniman
paid approximately $12,400 from his personal funds to acquire the shares of
Common Stock he holds personally.
(c) The Mellon HBV Reporting Persons used funds from the working capital
for purposes of effecting the transactions reported herein. The aggregate
purchase price paid by the Mellon HBV Reporting Persons for their shares of
Common Stock was approximately $8,987,159.
(d) In acquiring its shares of Common Stock, Laminar expended approximately
$6,614,243 (excluding commissions) of its working capital.
Item 4. Purpose of Transaction
By Letter to the Issuer dated October 5, 2006, Esopus Fund nominated the
following persons for election to the Issuer's Board of Directors at the annual
meeting of the Issuer's shareholders scheduled to be held on December 15, 2006
(the "2006 Annual Meeting"): (1) Andrew L. Sole, Esq., (2) Philip R. Broenniman,
(3) William F. "Mickey" Harley III, (4) Jerry Marcus and (5) Goara Gabriella
Volshteyn (the "Nominees").
By Letter to the Issuer dated October 6, 2006, Esopus proposed two
shareholder resolutions (the "Proposals"), one amending the by-laws to require a
majority shareholder vote with respect to certain merger and asset sales, and
the second resolution to specifically require a majority shareholder vote with
respect to the proposed sale transaction (the "Proposed Transaction") involving
Istithmar PJSC, Salford Georgia and Emergent Telecom Ventures Limited described
in the Corporation's Form 8-K filed with the Securities and Exchange Commission
on October 2, 2006. The Reporting Persons oppose the Proposed Transaction as
currently formulated.
Each of the Reporting Persons acquired the Common Stock beneficially owned
by each in the ordinary course of its, his or her, as applicable, securities
trading activities. On October 5, 2006, the Reporting Persons entered into a
verbal, non-binding agreement to support the election of the Nominees and the
adoption of the Proposals at the 2006 Annual Meeting, and they agreed to share
the related costs. The Reporting Persons have not yet determined whether they
will engage in a proxy solicitation but reserve the right to do so. The
Reporting Persons also reserve the right to continue to acquire and/or dispose
of securities of the Issuer, to commence litigation against the Issuer, its
directors and/or its officers, to recommend to management alternatives to the
Proposed Transaction, and to take any other appropriate actions in furtherance
of the election of the Nominees, the adoption of the Proposals, and the
opposition of the Reporting Persons to the Proposed Transaction.
The Issuer has expanded the size of its Board of Directors by one member
and appointed William F. Harley III, one of the Nominees, to the Board of
Directors as a Class I Director of the Issuer with a term expiring at the 2006
Annual Meeting.
Item 5. Interest in Securities of the Issuer
(a). (i) The Esopus Reporting Persons beneficially own 2,530,000 shares of
Common Stock, representing 2.7% of the outstanding shares of Common Stock.
(ii) The Cadence Reporting Persons beneficially own 2,363,442 shares of
Common Stock, representing 2.5% of the outstanding shares of Common Stock. Mr.
Broenniman directly owns an additional 155,000 shares of Common Stock
representing 0.2% of the outstanding shares of Common Stock. Collectively, the
Cadence Reporting Persons beneficially own 2,518,442 shares of Common Stock
representing 2.7% of the outstanding shares of Common Stock.
(iii) The Mellon HBV Reporting Persons beneficially owns 7,907,610 shares
of Common Stock, representing 8.4% of the outstanding shares of Common Stock.
(iv) The D. E. Shaw Reporting Persons beneficially own 6,813,000 shares of
Common Stock, representing 7.2% of the outstanding shares of Common Stock.
The Reporting Persons may be deemed to be members of a "group" within the
meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended
(the "Act"). As such, the group may be deemed to beneficially own (as that term
is defined in Rule 13d-3 under the Act) all of the shares of Common Stock
beneficially owned by the other Reporting Persons. Collectively, the Reporting
Persons beneficially own 19,769,052, representing 21.0% of all the issued and
outstanding shares of Common Stock.
(b). (i) Mr. Broenniman who has the sole power to vote or direct the vote
or to dispose or direct the disposition of the 155,000 share of Common Stock
that he owns directly.
(ii) Mellon Adviser has the sole power to vote or direct the vote or to
dispose or direct the disposition of the 7,907,610 share of Common Stock that is
owned by the Mellon HBV Reporting Persons.
(iii) The Esopus Reporting Persons share the power to vote and to direct
the vote and the power to dispose and to direct the disposition of the 2,530,000
shares of Common Stock held by Esopus Fund.
(iv) The D. E. Shaw Reporting Persons share the power to vote and to direct
the vote and the power to dispose and to direct the disposition of the 6,813,000
shares of Common Stock beneficially owned by the D. E. Shaw Reporting Persons.
DESCO LP, as Laminar's investment adviser, and DESCO LLC, as Laminar's
managing member, may be deemed to have the shared power to vote or direct the
vote of (and the shared power to dispose or direct the disposition of) the
6,813,000 shares of Common Stock beneficially owned by the D. E. Shaw Reporting
Persons. As managing member of DESCO LLC, DESCO II, Inc. may be deemed to have
the shared power to vote or to direct the vote of (and the shared power to
dispose or direct the disposition of) the 6,813,000 shares of Common Stock
beneficially owned by the D. E. Shaw Reporting Persons. As general partner of
DESCO LP, DESCO, Inc. may be deemed to have the shared power to vote or to
direct the vote of (and the shared power to dispose or direct the disposition
of) the 6,813,000 shares of Common Stock beneficially owned by the D. E. Shaw
Reporting Persons. None of DESCO LP, DESCO LLC, DESCO, Inc., or DESCO II, Inc.,
owns any shares of Common Stock of the Issuer directly and each such entity
disclaims beneficial ownership of the 6,813,000 shares of Common Stock
beneficially owned by the D. E. Shaw Reporting Persons. In addition, DESCO LP,
DESCO LLC, DESCO, Inc., and DESCO II, Inc. each disclaims beneficial ownership
of the 19,769,052 shares of Common Stock beneficially owned by the Reporting
Persons.
David E. Shaw does not own any shares of Common Stock directly. By virtue
of David E. Shaw's position as president and sole shareholder of DESCO, Inc.,
which is the general partner of DESCO LP, and by virtue of David E. Shaw's
position as president and sole shareholder of DESCO II, Inc., which is the
managing member of DESCO LLC, David E. Shaw may be deemed to have the shared
power to vote or direct the vote of (and the shared power to dispose or direct
the disposition of) the 6,813,000 shares of Common Stock owned by the D. E. Shaw
Reporting Persons and, therefore, David E. Shaw may be deemed to be the indirect
beneficial owner of such shares. David E. Shaw disclaims beneficial ownership of
the 6,813,000 shares of Common Stock beneficially owned by the D. E. Shaw
Reporting Persons. In addition, David E. Shaw disclaims beneficial ownership of
the 19,769,052 shares of Common Stock beneficially owned by the Reporting
Persons.
Notwithstanding items (b)(i) to (b)(iv) of this Item 5, the Reporting
Persons have agreed verbally on a non-binding basis to support the Nominees and
the Proposals.
(c). A list of the transactions in the Issuer's Common Stock that were
effected by the Reporting Persons during the past sixty days is attached as
Appendix I.
(d). No person other than the Reporting Persons and the investment funds
and accounts under their management is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of,
the Shares.
(e). N/A
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
See Item 4 regarding the verbal, non-binding agreement of the Reporting Persons.
Item 7. Material to Be Filed as Exhibits
The following documents are filed as exhibits:
Appendix I: List of the transactions in the Issuer's Common Stock that were
effected by the Reporting Persons during the past sixty days.
Appendix II: Joint Filing Agreement.
Appendix III: Executive Officers and Directors of Mellon Advisers and
Mellon Fund.
Appendix IV: Powers of Attorney
Signature
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: October 10, 2006
ESOPUS CREEK VALUE LP
By: Esopus Creek Advisors LLC,
as General Partner
By: /s/ Andrew L. Sole
--------------------------------
Andrew L. Sole, Managing Member
ESOPUS CREEK ADVISORS LLC
By: /s/ Andrew L. Sole
--------------------------------
Andrew L. Sole, Managing Member
/s/ Andrew L. Sole
--------------------------------
Andrew L. Sole
/s/ Joseph S. Criscione
--------------------------------
Joseph S. Criscione
CADENCE INVESTMENT MANAGEMENT, LLC
By: /s/ Philip R. Broenniman
-------------------------------------
Philip R. Broenniman, Managing Member
CADENCE MASTER, LTD.
By: /s/ Philip R. Broenniman
-------------------------------------
Philip R. Broenniman, Director
/s/ Philip R. Broenniman
-----------------------------------------
Philip R. Broenniman
MELLON HBV ALTERNATIVE STRATEGIES LLC
By: /s/ William F. Harley III
-------------------------------------
William F. Harley III,
Chief Investment Officer
MELLON HBV COMPANY, LTD.
By: /s/ William F. Harley III
-------------------------------------
William F. Harley III, Director
D.E. SHAW LAMINAR PORTFOLIOS, L.L.C.
BY: D.E. SHAW & CO., L.L.C.,
as managing member
By:/s/ Julius Gaudio
----------------------------------
Name: Julius Gaudio
Title: Managing Director
D.E. SHAW & CO., L.P.
By: /s/ Julius Gaudio
----------------------------------
Name: Julius Gaudio
Title: Managing Director
D.E. SHAW & CO., L.L.C.
By: /s/ Julius Gaudio
----------------------------------
Name: Julius Gaudio
Title: Managing Director
DAVID E. SHAW
By: /s/ Julius Gaudio
----------------------------------
Name: Julius Gaudio
Title: Attorney-in-Fact for David E. Shaw
APPENDIX I
TRANSACTIONS EFFECTED DURING THE PAST SIXTY DAYS
Transactions Effected by Esopus Creek Value LP
Date of Amount of Price per share Where and how the
transaction securities or unit transaction
Bought/(Sold) (excluding was effected
commissions)
--------------------------------------------------------------------
10/02/2006 790,000 $1.5893 U.S. OTC Market
10/03/2006 590,000 $1.5946 U.S. OTC Market
Transactions Effected by Cadence Investment Management LLC
Date of Amount of Price per share Where and how the
transaction securities or unit transaction
Bought/(Sold) (excluding was effected
commissions)
--------------------------------------------------------------------
08/07/2006 24 $1.68 U.S. OTC Market
08/07/2006 76 $1.68 U.S. OTC Market
09/25/2006 11,689 $1.59 U.S. OTC Market
09/25/2006 35,711 $1.59 U.S. OTC Market
09/26/2006 19,432 $1.60 U.S. OTC Market
09/26/2006 59,368 $1.60 U.S. OTC Market
09/29/2006 24,660 $1.75 U.S. OTC Market
09/29/2006 75,340 $1.75 U.S. OTC Market
Transactions Effected by Philip R. Broenniman
Date of Amount of Price per share Where and how the
transaction securities or unit transaction
Bought/(Sold) (excluding was effected
commissions)
--------------------------------------------------------------------
08/07/2006 (9,800) $1.6849 U.S. OTC Market
08/08/2006 (17,160) $1.6700 U.S. OTC Market
Transactions Effected by Mellon HBV Alternative Services LLC
Date of Amount of Price per share Where and how the
transaction securities or unit transaction
Bought/(Sold) (excluding was effected
commissions)
--------------------------------------------------------------------
10/02/2006 (12,500) $1.5840 U.S. OTC Market
10/02/2006 (31,300) $1.5415 U.S. OTC Market
10/03/2006 (40,000) $1.6428 U.S. OTC Market
10/03/2006 (145,811) $1.6683 U.S. OTC Market
Transactions Effected by D. E. Shaw Laminar Portfolios, L.L.C.
Date of Amount of Price per share Where and how the
transaction securities or unit transaction
Bought/(Sold) (excluding was effected
commissions)
--------------------------------------------------------------------
10/03/2006 159,000 $1.556289 U.S. OTC Market
APPENDIX II
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D with respect to
the common stock of Metromedia International Group, Inc. dated as of October 10,
2006 is, and any further amendments thereto signed by each of the undersigned
shall be, filed on behalf of each of the undersigned pursuant to and in
accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange
Act of 1934, as amended.
Dated: October 10, 2006
ESOPUS CREEK VALUE LP
By: Esopus Creek Advisors LLC,
as General Partner
By: /s/ Andrew L. Sole
--------------------------------
Andrew L. Sole, Managing Member
ESOPUS CREEK ADVISORS LLC
By: /s/ Andrew L. Sole
--------------------------------
Andrew L. Sole, Managing Member
/s/ Andrew L. Sole
--------------------------------
Andrew L. Sole
/s/ Joseph S. Criscione
--------------------------------
Joseph S. Criscione
CADENCE INVESTMENT MANAGEMENT, LLC
By: /s/ Philip R. Broenniman
-------------------------------------
Philip R. Broenniman, Managing Member
CADENCE MASTER, LTD.
By: /s/ Philip R. Broenniman
-------------------------------------
Philip R. Broenniman, Director
/s/ Philip R. Broenniman
-----------------------------------------
Philip R. Broenniman
MELLON HBV ALTERNATIVE STRATEGIES LLC
By: /s/ William F. Harley III
-------------------------------------
William F. Harley III,
Chief Investment Officer
MELLON HBV COMPANY, LTD.
By: /s/ William F. Harley III
-------------------------------------
William F. Harley III, Director
D.E. SHAW LAMINAR PORTFOLIOS, L.L.C.
BY: D.E. SHAW & CO., L.L.C.,
as managing member
By:/s/ Julius Gaudio
----------------------------------
Name: Julius Gaudio
Title: Managing Director
D.E. SHAW & CO., L.P.
By: /s/ Julius Gaudio
----------------------------------
Name: Julius Gaudio
Title: Managing Director
D.E. SHAW & CO., L.L.C.
By: /s/ Julius Gaudio
----------------------------------
Name: Julius Gaudio
Title: Managing Director
DAVID E. SHAW
By: /s/ Julius Gaudio
----------------------------------
Name: Julius Gaudio
Title: Attorney-in-Fact for David E. Shaw
APPENDIX III
Mellon HBV Alternative Strategies LLC
The following table sets forth the name, title, principal occupation and
citizenship of each of the executive officers of Mellon HBV Alternative
Strategies LLC. In each case, the principal occupation is represented by the
person's title.
Executive Officers
Name Title Citizenship
-----------------------------------------------------------------------------
William F. Harley III President, Chief Executive United States
Officer and Chief Investment Officer
Patrick Brennan Chief Administrative Officer United States
William Yip Chief Financial Officer, United States
Treasurer and Secretary
Douglas Squasoni Assistant Secretary United States
Janice Hayles Chief Compliance Officer United States
Directors
The following table sets forth the name, mailing address (business or
residence), present principal occupation or employment and citizenship of each
of the directors of HBV Alternative Strategies LLC.
Name Principal Occupation Address Citizenship
-----------------------------------------------------------------------------
Philip Maisano Chairman of the Mellon HBV c/o Mellon HBV United States
Alternative Strategies LLC Alternative Strategies LLC
Board of Directors and head 200 Park Avenue, 54th floor
of Alternative Investments New York, New York 10166
for Mellon Asset Management
William F. President, Chief Executive c/o Mellon HBV United States
Harley III Officer and Chief Investment Alternative Strategies LLC
Officer of Mellon HBV Alter- 200 Park Avenue, 54th floor
native Strategies LLC and New York, New York 10166
HBV Company, Ltd.
Name Principal Occupation Address Citizenship
-----------------------------------------------------------------------------
Patrick Brennan Chief Administrative Officer c/o Mellon HBV United States
of Mellon HBV Alternative Alternative Strategies LLC
Strategies LLC and 200 Park Avenue, 54th floor
HBV Company, Ltd. New York, New York 10166
Scott Wennerholm Chief Operating Officer c/o Mellon HBV United States
of Mellon Asset Management Alternative Strategies LLC
200 Park Avenue, 54th floor
New York, New York 10166
John Nagorniak Retired. c/o Mellon HBV United States
Alternative Strategies LLC
200 Park Avenue, 54th floor
New York, New York 10166
Mellon HBV Company, Ltd.
The following table sets forth the name, title, principal occupation and
citizenship of each of the executive officers of Mellon HBV Company, Ltd. In
each case, the principal occupation is represented by the person's title.
Executive Officers
Name Title Citizenship
-----------------------------------------------------------------------------
William F. Harley III President, Chief Executive United States
Officer and Chief Investment Officer
Patrick Brennan Chief Administrative Officer United States
William Yip Chief Financial Officer, United States
Treasurer and Secretary
Douglas Squasoni Assistant Secretary United States
Directors
The following table sets forth the name, mailing address (business or
residence), present principal occupation or employment and citizenship of each
of the directors of Mellon HBV Company, Ltd.
Name Principal Occupation Address Citizenship
-----------------------------------------------------------------------------
Philip Maisano Chairman of the Mellon HBV c/o Mellon HBV United States
Alternative Strategies LLC Alternative Strategies LLC
Board of Directors and head 200 Park Avenue, 54th floor
of Alternative Investments New York, New York 10166
for Mellon Asset Management
William F. President, Chief Executive c/o Mellon HBV United States
Harley III Officer and Chief Investment Alternative Strategies LLC
Officer of Mellon HBV Alter- 200 Park Avenue, 54th floor
native Strategies LLC and New York, New York 10166
HBV Company, Ltd.
Name Principal Occupation Address Citizenship
-----------------------------------------------------------------------------
Patrick Brennan Chief Administrative Officer c/o Mellon HBV United States
of Mellon HBV Alternative Alternative Strategies LLC
Strategies LLC and 200 Park Avenue, 54th floor
HBV Company, Ltd. New York, New York 10166
Scott Wennerholm Chief Operating Officer c/o Mellon HBV United States
of Mellon Asset Management Alternative Strategies LLC
200 Park Avenue, 54th floor
New York, New York 10166
John Nagorniak Retired. c/o Mellon HBV United States
Alternative Strategies LLC
200 Park Avenue, 54th floor
New York, New York 10166
APPENDIX IV
POWER OF ATTORNEY
FOR CERTAIN FILINGS
UNDER THE SECURITIES EXCHANGE ACT OF 1934
I, David E. Shaw, hereby make, constitute and appoint each of:
Anne Dinning,
Julius Gaudio,
Lou Salkind,
Stuart Steckler, and
Eric Wepsic,
acting individually, as my agent and attorney-in-fact, with full power of
substitution, for the purpose of, from time to time, executing in my name and/or
my capacity as President of D. E. Shaw & Co., Inc. (acting for itself or as the
general partner of D. E. Shaw & Co., L. P. and general partner or managing
member of other entities, any which in turn may be acting for itself or other
entities) all documents, certificates, instruments, statement, other filings,
and amendments to the forgoing (collectively, "documents") determined by such
person to be necessary or appropriate to comply with ownership or control-person
reporting requirements imposed by any United States or non-United States
governmental or regulatory authority, including without limitation Forms 3, 4,
5, 13D, 13F, and 13G required to be filed with the Securities and Exchange
Commission; and delivering, furnishing or filing any such documents with the
appropriate governmental or regulatory authority. Any such determination shall
be conclusively evidenced by such person's execution, delivery, furnishing,
and/or filing of the applicable document.
This power of attorney shall be valid from the date hereof and replaces the
power granted on February 5, 2001, which is hereby cancelled.
IN WITNESS HEREOF, I have executed this instrument as of the date set forth
below.
Date: February 24, 2004
DAVID E. SHAW, as President of
D. E. Shaw & Co., Inc.
/s/David E. Shaw
New York, New York
POWER OF ATTORNEY
FOR CERTAIN FILINGS
UNDER THE SECURITIES EXCHANGE ACT OF 1934
I, David E. Shaw, hereby make, constitute and appoint each of:
Anne Dinning,
Julius Gaudio,
Lou Salkind,
Stuart Steckler, and
Eric Wepsic,
acting individually, as my agent and attorney-in-fact, with full power of
substitution, for the purpose of, from time to time, executing in my name and/or
my capacity as President of D. E. Shaw & Co. II, Inc. (acting for itself and as
the managing member of D. E. Shaw & Co., L.L.C., which in turn may be acting for
itself or as the managing member of other companies) all documents,
certificates, instruments, statement, other filings and amendments to the
forgoing (collectively, "documents") determined by such person to be necessary
or appropriate to comply with ownership or control-person reporting requirements
imposed by any United States or non-United States governmental or regulatory
authority, including without limitation Forms 3, 4, 5, 13D, 13F and 13G required
to be filed with the Securities and Exchange Commission; and delivering,
furnishing or filing any such documents with the appropriate governmental or
regulatory authority. Any such determination shall be conclusively evidenced by
such person's execution and delivery, furnishing or filing of the applicable
document.
This power of attorney shall be valid from the date hereof and replaces the
power granted on February 5, 2001, which is hereby cancelled.
IN WITNESS HEREOF, I have executed this instrument as of the date set forth
below.
Date: February 24, 2004
DAVID E. SHAW, as President of
D. E. Shaw & Co. II, Inc.
/s/David E. Shaw
New York, New York