As filed with the Securities and Exchange Commission on May 6, 2004
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 23, 2004
METROMEDIA INTERNATIONAL GROUP, INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-5706 58-0971455
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
8000 Tower Point Drive, Charlotte, NC 28227
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (704) 321-7380
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(Former name or former address, if changed since last report)
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Item 7. Financial Statements and Exhibits
(c) Exhibits.
99.1 Press Release of Metromedia International Group, Inc., dated May
5, 2004
99.2 Memorandum of Understanding as of April 23, 2004, by and among
Metromedia International Group, Inc., International Telcell
Cellular, Inc., Dr. George Jokhtaberidze, Western Wireless
International Corporation, and Western Wireless International
Georgia Corporation
99.3 Memorandum of Understanding as of May 1, 2004, by and between
International Telcell Cellular, Inc. and the Economic Advisor to
the President of Georgia
Item 9. Other Events and Regulation FD Disclosure
On May 5, 2004, the Company announced the following concerning Magticom Ltd.,
the Company's business venture in the Republic of Georgia that operates a
wireless communications network and markets mobile voice communication services
nationwide to private and commercial users ("Magticom").
The Company's wholly-owned subsidiary International Telcell Communications, Inc.
("ITC") has entered into a memorandum of understanding with the Georgian
Government (the "MOU") providing for issuance by ITC of an assignable option
(the "Option") to purchase a 20% ownership interest in Magticom after completion
of a restructuring of Dr. George Jokhtaberidze's ownership interest in Magticom,
which was previously announced on April 26, 2004 (the "Restructuring"). Pursuant
to the Restructuring, Dr. Jokhtaberidze, who today directly owns 51% of
Magticom, will convey that 51% ownership interest to ITC in exchange for a 49.9%
ownership interest in ITC plus certain cash consideration. On completion of the
Restructuring, ITC will directly own a 51% interest in Magticom and will retain
its 70.41% ownership interest in, and remain the managing member of Telcell
Wireless LLC ("Telcell"), which in turn will continue to own a 49% direct
interest in Magticom and as a result, MIG's aggregate ownership interest in
Magticom will be 42.8%.
The Georgian Government is prohibited from directly exercising the Option, but
may assign the Option to certain qualified European Union or American entities.
Any entity that exercises the Option will be subject to certain transfer
restrictions that encourage holding the acquired 20% Magticom ownership interest
for a period of at least 3 years. The Option will have a limited exercise period
of 12 months from the date of issuance.
If the Option is exercised, ITC will retain a 31% direct ownership in Magticom
and a 34.5% indirect ownership in Magticom through Telcell, and MIG's aggregate
ownership interest in Magticom will be 32.8%. Furthermore, the Company would
continue to have the largest effective ownership interest in Magticom, at 32.8%,
and will continue to be able to exert operational control over Magticom as a
result of its status as majority stockholder of ITC and managing member of
Telcell.
The press release announcing this matter is attached as Exhibit 99.1 and is
incorporated herein by reference.
SIGNATURE
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
METROMEDIA INTERNATIONAL GROUP, INC.
By: /S/ HAROLD F. PYLE, III
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Name: Harold F. Pyle, III
Title: Executive Vice President Finance, Chief
Financial Officer and Treasurer
Date: May 6, 2004
Charlotte, NC
EXHIBIT INDEX
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Exhibit Description
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99.1 Press Release of Metromedia International Group, Inc. dated May 5, 2004
99.2 Memorandum of Understanding as of April 23, 2004, by and among Metromedia
International Group, Inc., International Telcell Cellular, Inc., Dr.
George Jokhtaberidze, Western Wireless International Corporation, and
Western Wireless International Georgia Corporation
99.3 Memorandum of Understanding as of May 1, 2004, by and between
International Telcell Cellular, Inc. and the Economic Advisor to the
President of Georgia