SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant |_|
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|_| Preliminary Proxy Statement |_| Confidential, For Use
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(as permitted by
Rule 14a-6(e) (2))
|_| Definitive Proxy Statement
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|X| Soliciting Material Pursuant to Rule 14a-11 (c) or Rule 14a-12
Metromedia International Group, Inc.
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(Name of Registrant as Specified in Its Charter)
Elliott Associates, L.P. and Elliott International, L.P.
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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[Lens Letterhead]
Contact: Richard A. Bennett Scott Sunshine or Carol Crane
Chief Activism Officer TowersGroup
Lens (212) 354-5020
(207) 775-4296 scottsunshine@towerspr.com
rbennett@lens-inc.com carolcrane@towerspr.com
METROMEDIA COMMITS ITSELF TO 10/12
ANNUAL STOCKHOLDERS' MEETING
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Elliott Associates Agrees Not to Proceed to Trial
NEW YORK, August 8, 2001 - Metromedia International Group, Inc. (AMEX: MMG) has
signed a stipulation with Elliott Associates, L.P. and Elliott International,
L.P. (together "Elliott"), institutional investment firms under common
management. According to the stipulation, which also constitutes an order of the
court, MMG cannot change either the October 12, 2001 date for the annual
stockholders meeting or the August 31, 2001 record date without the prior
approval of either Elliott or the Delaware Court of Chancery.
With this stipulation, Elliott has achieved its goals in filing its complaint
against MMG under Section 211 of the Delaware General Corporation Law.
Accordingly, Elliott and MMG have notified the court that the previously
scheduled August 10, 2001 trial date is unnecessary. Since Elliott filed its
suit, MMG has announced a date for its annual meeting and a record date, and now
has agreed not to change those dates without preapproval. More than thirteen
months have passed since MMG's last annual meeting.
"This is exactly what we hoped MMG would do all along; it's unfortunate
that we had to resort to legal action to make it happen," said Richard A.
Bennett, a principal of Lens Investment Management, LLC, the shareholder
activist specialist working on behalf of Elliott in its MMG efforts. "Now that
the meeting and record dates have been set, and those dates cannot be changed
without prior approval, MMG's stockholders will finally have an opportunity to
directly address management with their concerns."
Elliott has filed an amended preliminary proxy statement with the
Securities and Exchange Commission in connection with the 2001 Annual Meeting of
MMG stockholders. The proxy nominates two candidates to the MMG Board of
Directors and puts forward two stockholder proposals. The amended preliminary
proxy statement, which can be found on the SEC's website (http://www.sec.gov),
discusses a number of issues that Elliott believes have resulted in the downward
trend in MMG's stock price.
Metromedia International Group, Inc. is a global communications and media
company operating telephony and television businesses in Eastern Europe, the
republics of the former Soviet Union and other emerging markets. The company,
headed by Chairman John W. Kluge and CEO Stuart Subotnick, also owns the lawn
and garden equipment manufacturer Snapper, which it has called a "non-core"
asset.
Elliott Associates, L.P. and Elliott International, L.P. are institutional
investors with a collective ownership of approximately 4.0% of MMG Common Stock.
Elliott Associates is based in New York, and Elliott International is based in
the Cayman Islands. The investment activities of Elliott Associates and Elliott
International are under common management.
Founded in 1991 by Robert A.G. Monks as an investment management firm, Lens was
among the first fund managers to take an active role in corporate governance.
Over the past decade, Lens, which no longer operates as a portfolio manager but
rather as a specialist in investor activism, has succeeded in increasing the
value of shareholders' investment in companies including Scott Paper, American
Express, Eastman Kodak and Pioneer Group.
PLEASE READ THE PROXY STATEMENT OF ELLIOTT ASSOCIATES, L.P. AND ELLIOTT
INTERNATIONAL, L.P. WHEN IT BECOMES AVAILABLE, BECAUSE IT
CONTAINS IMPORTANT INFORMATION INCLUDING INFORMATION ABOUT INDIVIDUALS
DEEMED TO BE PARTICIPANTS IN THE SOLICITATION OF PROXIES OF METROMEDIA
INTERNATIONAL GROUP, INC. STOCKHOLDERS. YOU MAY OBTAIN THIS PROXY STATEMENT, OR
ANY OTHER RELEVANT DOCUMENTS, FOR FREE AT WWW.SEC.GOV AND AT WWW.FREEEDGAR.COM.
YOU MAY ALSO OBTAIN THIS PROXY STATEMENT, OR ANY OTHER INFORMATION RELEVANT TO
THE SOLICITATION OF PROXIES BY ELLIOTT ASSOCIATES AND ELLIOTT INTERNATIONAL, BY
CONTACTING LAWRENCE E. DENNEDY BY MAIL AT MACKENZIE PARTNERS, INC., 156 FIFTH
AVENUE, NEW YORK, NEW YORK 10010, OR BY CALLING MR. DENNEDY TOLL FREE AT (800)
322-2885. PRESENTLY, A PRELIMINARY FORM OF THIS PROXY STATEMENT IS PUBLICLY
AVAILABLE.