As filed with the Securities and Exchange Commission on February 9, 2005
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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): February 8, 2005
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 of (Commission File Number) (IRS Employer
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 8.01. Other Events
On February 8, 2005, Metromedia International Group, Inc. (the "Company")
announced that its Russian telephony subsidiary, PeterStar, entered into a
binding share purchase agreement to acquire 100% of the outstanding shares of
Telecom Zapadnoye Parokhodstvo ("TZP"), an alternative telephone operator in the
Kaliningrad region of Northwest Russia. PeterStar has already received Russian
regulatory approvals in respect of the transaction. The consideration for the
transaction is not significant and will be directly financed by PeterStar.
The press release announcing this matter is attached as Exhibit 99.1 and is
incorporated herein by reference.
On February 9, 2005, the Company announced the following with respect to
its intention to hold a special meeting for, among other things, the election of
directors:
o If the Company enters into a definitive transaction agreement on or
prior to March 7, 2005 in respect of a sale transaction that requires
stockholder approval, then it will also provide for the election of
directors at the meeting of stockholders held to vote on such sale
transaction.
o If the Company does not enter into a definitive agreement in respect
of such a sale transaction on or prior to March 7, 2005, then the
Company's Board of Directors will promptly meet for the purpose of
calling a meeting of stockholders for the election of directors.
The press release announcing this matter is attached as Exhibit 99.2 and is
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits.
99.1 Press Release of Metromedia International Group, Inc., dated
February 8, 2005.
99.2 Press Release of Metromedia International Group, Inc., dated February
9, 2005.
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: February 9, 2005
Charlotte, NC