Section 240.14a-101 Schedule 14A.
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 [ ]
Filed by a party other than the Registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-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)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
(1) Title of each class of securities to which transaction
applies:
............................................................
(2) Aggregate number of securities to which transaction
applies:
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(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the amount
on which the filing fee is calculated and state how it was
determined):
.......................................................
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.......................................................
(5) Total fee paid:
.......................................................
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
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ELLIOTT ASSOCIATES, L.P. ELLIOTT INTERNATIONAL, L.P.
712 Fifth Avenue c/o HBSC Financial Services (Cayman) Limited
New York, New York P.O. Box 1109 GT,
10019-4108 HBSC House, Mary Street
Grand Cayman, Cayman Islands
British West Indies
September 27, 2001
INDEPENDENT ADVISOR AND LARGE INSTITUTIONAL STOCKHOLDERS RECOMMEND
VOTING FOR ELLIOTT'S DIRECTOR NOMINEES FOR
METROMEDIA INTERNATIONAL GROUP, INC. (MMG)
Dear Fellow Stockholder:
On September 25, 2001, Institutional Shareholder Services (ISS), the nation's
largest independent proxy advisory firm, which provides its objective analytical
services to institutional money managers, released a detailed analysis of the
MMG proxy contest and recommended that stockholders vote the BLUE proxy card FOR
Elliott's director nominees, Robert A.G. Monks and Robert B. Holmes.
In addition, California Public Employees Retirement System (CalPERS), the
largest public pension plan nationwide with currently over $155 billion in
assets and the beneficial owner of 648,400 shares of MMG common stock, and
Snyder Capital Management, L.P. (Snyder), the beneficial holder of 6,850,200
shares of MMG common stock, have announced that they will vote FOR our nominees
on the BLUE proxy card.
WHAT INDEPENDENT THIRD PARTIES ARE SAYING:
ISS RECOMMENDS YOU VOTE FOR OUR NOMINEES ....
In its analysis ISS made the following comments:
o "...[T]he election of two new independent directors with a clear
mandate to launch a restructuring plan appears to offer one of the
best near-term means of restoring the market's confidence in MMG and
enhancing shareholder value."
o "... [I]t has taken an inordinate amount of time for management to
iron out negotiations with its creditors and move forward with a
solid business plan to maximize shareholder value."
o "Messrs. Monks and Holmes certainly possess enough combined corporate
and boardroom experience to serve as `watchdogs' on a board that, at
best, is having some difficulty in either formulating a restructuring
plan, selling it to the company's creditors and bondholders, or
both."
CALPERS INTENDS TO VOTE FOR THE ELLIOTT NOMINEES ....
In a letter to certain MMG stockholders dated September 24, 2001,
CalPERS stated the following: "CalPERS believes that director
independence is an essential element in board accountability.
Therefore, CalPERS intends to vote for election of the Elliott
Associates/Lens Management alternative slate of director nominees -
Robert A.G. Monks and Robert B. Holmes. We believe Metromedia's
current board has not been responsive to shareholders and that the
election of truly independent outside directors is essential to
protecting the interests of all public shareholders."
SNYDER, MMG'S LARGEST INDEPENDENT STOCKHOLDER, CALLS FOR A CHANGE IN THE BOARD
OF DIRECTORS ....
Snyder, in a 13D/A it filed with the Securities and Exchange Commission on
September 25, 2001, stated the following:
"We believe that the current management and board of directors of
Metromedia Group International, Inc. have not acted in the best
interests of the stockholders and have continually been unresponsive
to stockholder needs. As a stockholder of more than five years that
is interested in the long-term value of the company, we strongly
believe there is a pressing need for accountability, and believe
that, as a first step, a change is needed in the board of directors.
Thus, we have decided, after reviewing all the options, to give our
proxy to [Elliott Associates, L.P.] in support of its director
nominees. This action is necessary to begin making the board and
management accountable to the stockholders and achieve the long-term
value of the company."
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WE BELIEVE MMG WOULD GREATLY BENEFIT FROM NEW INDEPENDENT DIRECTORS.
The value of MMG common stock has diminished more than 86% since November 1995,
when MMG commenced public trading. On September 10th the stock closed at $2.44
per share.
We believe that the stock market continues to undervalue MMG common stock
because the management has failed to get Wall Street analyst coverage and
because the current Board has not taken the decisive actions necessary to unlock
the true value of MMG.
In our view, the first necessary step is to put new directors on the Board who
are committed to taking the actions necessary to enhance stockholder value. The
current Board has had its chance and has not delivered. It's time for new views
and opinions. Our independent Board nominees will represent ALL stockholders.
VOTE FOR OUR INDEPENDENT DIRECTOR NOMINEES TO PROTECT YOUR INTERESTS.
You can take an important step towards bringing about that change by signing,
dating and returning the enclosed BLUE proxy card today.
If you have any questions or require assistance in voting your proxy, please
call MacKenzie Partners, Inc. at (800) 322-2885 (Toll Free) or (212) 929-5500
(Call Collect). Thank you for your support.
Sincerely,
ELLIOTT ASSOCIATES, L.P. ELLIOTT INTERNATIONAL, L.P.
By: Elliott International Capital Advisors Inc.
Attorney-in-Fact for
Elliott International, L.P.
By: Paul E. Singer
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Paul E. Singer
General Partner
By: Paul E. Singer
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Paul E. Singer
President
VOTE FOR CORPORATE DEMOCRACY.
VOTE THE ENCLOSED BLUE PROXY CARD TODAY!