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 |_|
Filed by a Party other than the Registrant |X|
Check the appropriate box:
|X| Preliminary Proxy Statement |_| Confidential, For Use
of the Commission Only
(as permitted by
Rule 14a-6(e) (2))
|_| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| 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)
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:
(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 is determined):
(4) Proposed maximum aggregate value of transaction:
(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 previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement no.:
(3) Filing Party:
(4) Date Filed:
2001 ANNUAL MEETING OF STOCKHOLDERS
OF
METROMEDIA INTERNATIONAL GROUP, INC.
[Date of Meeting]
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PROXY STATEMENT
OF
ELLIOTT ASSOCIATES, L.P.
AND
ELLIOTT INTERNATIONAL, L.P.
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INTRODUCTION
This Proxy Statement and BLUE proxy card are being furnished to you in
connection with the solicitation of proxies by Elliott Associates, L.P.
("Elliott Associates") and Elliott International, L.P. ("Elliott International";
together with Elliott Associates, the "Concerned Stockholders") to be used at
the 2001 Annual Meeting of the stockholders of Metromedia International Group,
Inc., a Delaware corporation ("Metromedia" or the "Company"), to be held,
according to the Company, at [time], local time, on [date] at [place] and at any
adjournments or postponements thereof (the "Annual Meeting").
At the Annual Meeting, three Class III Directors of Metromedia will be
elected for a three-year term expiring at the 2004 annual meeting of the
Company's stockholders. We are soliciting your proxy in support of (i) the
election of our three highly qualified nominees (Robert A. G. Monks, John P. M.
Higgins and Robert B. Holmes) as Directors of the Company, and (ii) a vote in
favor of our two proposals which will (1) amend the Company's By-laws to allow
no more than one "inside" director to serve on the Company's Board of Directors
(the "Board") (the "Independent Directors Proposal"), and (2) amend the
Company's By-laws to allow stockholders owning an aggregate minimum number of
shares of the Company's common stock to demand that the Company's Chairman or
Vice-Chairman call special meetings of stockholders (the "Stockholder Democracy
Proposal"). These two proposals shall be collectively referred to herein as the
"Two Stockholder Proposals."
If elected, Mr. Monks, Mr. Higgins and Mr. Holmes each will support and
advocate, consistent with his fiduciary obligations, a program that will
include:
o the immediate initiation of a sale or spin-off of the Company's Snapper
lawn and garden business;
o negotiating with creditors to allow for the repurchase of Common Stock (as
defined below) and the subsequent initiation by the Company of an open
market stock buy-back program [for up to $40 million in Common Stock];
o the prompt articulation of the Company's future telephony strategy, coupled
with the analysis and possible sale or spin-off of Metromedia's cable,
radio and/or paging properties; and
o the immediate analysis and, if warranted, coordination of a possible
initial public offering, spin-off, joint venture, or sale of the Company's
Chinese internet operations.
Mr. Monks, Mr. Higgins and Mr. Holmes are all committed to maximizing
stockholder value by implementing the plans and proposals described in this
proxy statement and making your company's management more responsive to all of
its stockholders. Our interest is the same as yours -- to grow the value of each
stockholders' investment in Metromedia.
We have been informed that Metromedia has provided notice that the
record date for determining stockholders entitled to notice of and to vote at
the Annual Meeting is [March 22, 2001] (the "Record Date"). Stockholders of
record at the close of business on the Record Date will be entitled to one vote
at the Annual Meeting for each share of the Company's common stock, $1.00 par
value (the "Common Stock"), held by them on the Record Date. As set forth in the
proxy statement of the Company filed with the Securities and Exchange Commission
("SEC") on [date] (the "Company Proxy Statement"), as of the close of business
on the Record Date there were [Number] shares of Common Stock issued and
outstanding.
The Concerned Stockholders are first furnishing this Proxy Statement
and BLUE proxy card to stockholders on or about [Date].
The Company's principal executive offices are located at One
Meadowlands Plaza, East Rutherford, New Jersey 07073.
IMPORTANT
At the Annual Meeting, the Concerned Stockholders are seeking (i) to have
you elect Mr. Monks, Mr. Higgins and Mr. Holmes as Class III Directors of the
Company, and (ii) to secure your approval of both the Independent Directors
Proposal and the Stockholder Democracy Proposal.
The election of Mr. Monks, Mr. Higgins and Mr. Holmes requires the
affirmative vote of the plurality of shares present in person or by proxy at the
Annual Meeting and entitled to vote on the election of Directors. Only shares of
Common Stock that are voted in favor of a particular nominee will be counted
toward such nominee's attaining a plurality of votes. YOUR VOTE IS IMPORTANT.
PLEASE ACT TODAY.
The passage of the Independent Directors Proposal and the Stockholder
Democracy Proposal each requires the affirmative vote of a majority of the
holders of shares of Metromedia stock entitled to vote in the election of
Directors at the Annual Meeting. Only shares of Common Stock that are voted in
favor of a particular proposal will be counted toward such proposal's attaining
a majority of votes. Practically speaking this means that abstentions and broker
non-votes are tantamount to votes against these proposals. It is important that
you vote "FOR" each of the Two Stockholder Proposals.
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WE URGE YOU TO SIGN, DATE AND MAIL TODAY THE ENCLOSED BLUE PROXY VOTING "FOR"
THE ELECTION OF MR. MONKS, MR. HIGGINS AND MR. HOLMES AND "FOR" THE TWO
STOCKHOLDER PROPOSALS.
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A vote FOR Mr. Monks, Mr. Higgins and Mr. Holmes will provide you--the true
owners of the Company--with representatives on your company's Board of Directors
who are committed to maximizing the value of your stock.
We urge you NOT to sign any proxy card sent to you by the Company. If you
have already done so, you have every right to change your vote and instead vote
for the election of Mr. Monks, Mr. Higgins and Mr. Holmes and for our Two
Stockholder Proposals simply by doing one of the following:
(1) Sign, date and mail the enclosed BLUE proxy card, which must be
dated after any proxy you may have already submitted to the Company, to us at
the following address:
Elliott Associates, L.P.
c/o Mackenzie Partners, Inc.
156 Fifth Avenue
New York, New York 10010
Telephone: (800) 322-2885
Contact: Lawrence E. Dennedy
- or -
(2) Vote in person at the Annual Meeting.
Please call MacKenzie Partners, Inc. (Attn: Lawrence E. Dennedy) toll free
at 1-800-322-2885 if you require assistance or have any questions.
See "HOW TO DELIVER YOUR PROXY" below for more information.
REMEMBER, ONLY YOUR MOST RECENTLY DATED PROXY COUNTS.
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WHO ARE WE?
We, the Concerned Stockholders, are institutional investors under
common management who invest our capital in public and private companies ,
including a number of companies in the telecommunications industry. Our goals
include identifying, creating and increasing stockholder value in each company
in which we invest, and we believe our years of investing experience have
enabled us to identify companies whose stockholder value has room to grow. We
believe Metromedia is clearly such a company, as we believe the Company could be
worth in excess of [$9.00] per share based on the implied value of Metromedia's
interests in its constituent units, net of debt. That is why we have undertaken,
at our own considerable expense, to solicit your proxies.
We believe that stockholders like you are the true owners of their
companies. So if a company in which we have invested is being poorly managed, we
will often try to speak with its management about our concerns. However, when
management and/or its Board of Directors refuses to consider our suggestions, or
its plans do not adequately address increasing the company's stock price, we are
forced to plead our case to our fellow stockholders.
Our desire to maximize the value of Metromedia's Common Stock has also
led us to seek the assistance of Lens Investment Management, LLC, a Maine
limited liability company ("Lens") and a stockholder activist specialist.
Together, the Concerned Stockholders and Lens have attempted several times to
communicate our concerns to the Company and discuss Metromedia's poor stock
performance. Thus far, the Company has been unresponsive.
WHY ARE WE MAKING THIS SOLICITATION?
THE CONCERNED STOCKHOLDERS, CURRENTLY WITH A COLLECTIVE OWNERSHIP OF
OVER 3.7% OF METROMEDIA'S COMMON STOCK, ARE PROFOUNDLY CONCERNED BY THE
COMPANY'S SEVERELY DEPRESSED STOCK PRICE AND THE DIRECTION IN WHICH THE CURRENT
ENTRENCHED BOARD AND MANAGEMENT IS LEADING THE COMPANY. METROMEDIA'S SEEMING
INDIFFERENCE TO STOCKHOLDER CONCERNS MUST END.
WHY SHOULD YOU SUPPORT OUR NOMINEES/PROPOSALS?
Mr. Monks, Mr. Higgins and Mr. Holmes, our experienced and highly qualified
nominees, are each committed to maximizing value for ALL Common Stockholders. If
elected, they will seek to maximize stockholder value through, among other
things, the support of the Independent Directors Proposal and the Stockholder
Democracy Proposal.
Mr. Monks, Mr. Higgins and Mr. Holmes take your concerns seriously. They
have a history of championing stockholder rights. If elected, Mr. Monks, Mr.
Higgins and Mr. Holmes each will support and advocate, consistent with their
fiduciary obligations, a program that will include:
A. the immediate initiation of a sale or spin-off of the Company's Snapper
lawn and garden business;
B. negotiating with creditors to allow for a repurchase of Common Stock and
the subsequent initiation by the Company of an open market stock buy-back
program [for up to $40 million in Common Stock];
C. the prompt articulation of the Company's future telephony strategy,
coupled with the analysis and possible sale or spin-off of Metromedia's cable,
radio and/or paging properties; and
D. the immediate analysis and, if warranted, coordination of a possible
initial public offering, spin-off, joint venture, or sale of the Company's
Chinese internet operations.
Mr. Monks, Mr. Higgins and Mr. Holmes also would encourage Metromedia's
Board of Directors:
(i) to greatly simplify and clarify the financial statements,
(ii) to insist that management dedicates its full time and best
efforts to running this Company, and resign from all other
management positions at other companies
(iii) to steer Metromedia on a path that will vigorously pursue Wall
Street analyst coverage of Metromedia, and
(iv) to implement protective measures that would prevent affiliates
of Metromedia Company, including John W. Kluge, the Chairman
of the Board of Metromedia, and Stuart Subotnick, the Vice
Chairman and President of Metromedia, from taking Metromedia
private to the detriment of ALL Metromedia stockholders.
Mr. Monks, Mr. Higgins and Mr. Holmes would be three forceful voices on
your Board encouraging the implementation of all of these plans, which we
strongly believe would maximize, stockholder value.
The Independent Directors Proposal, upon adoption, immediately amends
the Company's By-laws to allow only one insider to serve on the Board, except
that existing Directors may serve the remainder of their terms. Despite the
Company's public statement that your Board will likely be controlled by a
private entity of Mr. Kluge's*, the adoption of this Proposal will insure that
the direction of future operations of Diamond will be governed by a Board whose
loyalties will be to ALL stockholders, not just a few. This means that when
Metromedia selects future nominees, it cannot choose insiders allied with the
Company or John W. Kluge. Future nominees will need to be independent, and
therefore more prone to protect your rights and interests.
The Stockholder Democracy Proposal, upon adoption, immediately amends
the Company's By-laws to allow a stockholder or combination of stockholders
collectively owning at least 1,500,000 shares of Common Stock to force, by
written demand, the Chairman or Vice-Chairman of the Board to call special
meetings of stockholders. This changes the current status quo, where the
stockholders are powerless to call a meeting. Currently, only the entrenched
Chairman or Vice-Chairman of the Company can call a meeting. They can ignore the
stockholders at their whim.
The 1,500,000 share threshold in the Stockholder Democracy Proposal
eliminates the Company's repeatedly expressed and hollow excuse, namely the
concern that giving stockholders the right to call a meeting will allow any
stockholder the power to cause a costly meeting to be called, thus wasting
Metromedia's money. Holders of 1,500,000 shares have a significant economic
interest in not unnecessarily using corporate resources. If such a stockholder,
or group of stockholders, believes it is important to call a special meeting,
such stockholder or group of stockholders, should have that ability. Remember,
this is your Company; those are your resources. We trust the stockholders.
Metromedia does not.
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* See "Exchange Offer for Series A 101/2% Senior Discount Notes,"
September 30, 1999.
WHAT IS WRONG WITH METROMEDIA?
A. Abysmal Stock Price Performance Since the Beginning
The numbers tell the story.
o Since November 1995, Metromedia's Common Stock price went from above $18 on
its initial trading day down to $1.90 on December 27, 2000. As of April 9,
2001, Metromedia's Common Stock traded at $2.69 per share.
o The S&P 500 and the NASDAQ telecom index both increased while Metromedia
decreased. The Chart below shows that a $100 invested in Metromedia on
November 30, 1995 would be worth, as of April 10, 2001, $15.56, as compared
with approximately $208.39 if invested in the S&P 500, and approximately
$158.27 if invested in the NASDAQ telecom index.
Metromedia's current Board has made no progress in increasing the
Common Stock price for several years. In fact, the general trend is strongly
negative. We are highly confident that Metromedia's poor Common Stock price
performance is of great concern to all of Metromedia's stockholders, as it has
been to us for some time.
The Concerned Stockholders have been stockholders of Metromedia for a
number of years. We currently hold over 3.5 million shares of Common Stock, or
approximately 3.7% of the Company. We continue to hold shares of Common Stock
because we believe that we have an effective plan to reverse the general
downward spiral of the Company's stock price and increase value for all
Metromedia's stockholders well beyond its current level. Indeed, we believe the
fair value of Metromedia Common Stock may exceed [$9.00] per share, based on the
implied value of Metromedia's interests in its constituent units, net of debt.
The election of Mr. Monks, Mr. Higgins and Mr. Holmes to the Board and the
adoption of both of our Two Stockholder Proposals are key steps to this
anticipated resurgence.
As you can see from the first graph below, from November 30, 1995 to
the present, the Company's stock price has declined from a price above $18 to
its recent price level of between $2.50-$3.00. This represents a decline of over
84% from November 30, 1995. As of April 10, 2001, Metromedia's closing Common
Stock price was $2.80.
The second graph highlights how poorly Metromedia has performed in
comparison to the S&P 500 Index. While Metromedia's stock price is over 84%
below where it was in November 1995, the S&P 500 Index has increased over 108%
in the same time period. The second graph vividly illustrates that $100 invested
in Metromedia on November 30, 1995 would be worth less than $20 today, while
$100 invested in the S&P 500 Index at the same time would be worth over $200
today. This is a staggering contrast in performance. In spite of this abysmal
performance, the Board still has made no concerted or consistent effort to
rectify this problem and does not seem to acknowledge that a problem even
exists.
You be the judge:
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHICS
Graph #1:
Closing Price
of Metromedia
Date Common Stock
30-Nov-95 18
29-Feb-96 13.75
31-May-96 14
30-Aug-96 11.25
29-Nov-96 12.125
28-Feb-97 10
30-May-97 10.75
29-Aug-97 11.875
28-Nov-97 9.75
27-Feb-98 11.375
29-May-98 13.5
28-Aug-98 5.1875
27-Nov-98 4.5
26-Feb-99 5.8125
28-May-99 8.3125
27-Aug-99 6.5625
26-Nov-99 4.75
25-Feb-00 5.875
26-May-00 3.875
25-Aug-00 4.125
24-Nov-00 3.09
23-Feb-01 3.15
Graph #2:
Closing Price Closing
of Metromedia Price of S&P
Date Common Stock 500 Index
30-Nov-95 18 605.37
29-Feb-96 13.75 640.43
31-May-96 14 669.12
30-Aug-96 11.25 651.99
29-Nov-96 12.125 757.02
28-Feb-97 10 790.82
30-May-97 10.75 848.28
29-Aug-97 11.875 899.47
28-Nov-97 9.75 955.4
27-Feb-98 11.375 1049.34
29-May-98 13.5 1090.82
28-Aug-98 5.1875 1027.14
27-Nov-98 4.5 1192.33
26-Feb-99 5.8125 1238.33
28-May-99 8.3125 1301.84
27-Aug-99 6.5625 1348.27
26-Nov-99 4.75 1416.62
25-Feb-00 5.875 1333.36
26-May-00 3.875 1378.02
25-Aug-00 4.125 1506.45
24-Nov-00 3.09 1341.77
23-Feb-01 3.15 1245.86
Most companies today can blame a lagging stock price at least partially
on current market conditions. Metromedia cannot. Metromedia's stock price has
steadily declined for over five years. Even during the bull market of recent
years, almost everyone else in the media and telecommunications industries
benefited except Metromedia's stockholders. Somehow, Metromedia's management
could not increase the Company's stock price during that booming economic
period. Are we to believe that now they have the plan and/or intention to
increase the Company's stock price?
B. Complex Corporate Structure
Metromedia's corporate structure is a tangled web. The Company owns a
disparate and mismatched collection of assets across the globe; specifically,
communications assets in Russia, Eastern Europe and China, along with,
inexplicably, the Snapper lawn and garden business. This convoluted web of
direct and indirect equity interests acts as a barrier to understanding
Metromedia.
Moreover, Metromedia reports these equity interests on both a
consolidated as well as an unconsolidated basis. This inherit complexity,
combined with management's penchant for frequently buying and selling
businesses, the regular changes in the percentage of ownership, the consolidated
versus unconsolidated nature of the investment, and the ever-changing value of
the assets makes this an inordinately complicated company to understand.
For example, the Company reported in its 10-K for the year ended
December 31, 2000, that:
o Its assets were spread across 53 separate business entities; o 24 of these
businesses entities were consolidated and 29 were not;
o Metromedia owned a different percentage in at least 26 of
these entities with such ownership percentages ranging from
25% to 100%;
o The business headquarters of these 53 business entities were
located in 20 different countries stretching from the United
States to China; and
o These business entities represent seven (7) different
industries (wireless telephony, fixed and other telephony,
internet services, cable television, radio broadcasting,
paging, and lawn and garden equipment).
There is no apparent benefit to the public stockholder by structuring
the Company in this fashion. Who does benefit?.
C. Unclear Financial Reporting
Partly as a result of this organizational complexity, Metromedia
suffers from murky financial reporting.
o Some operations report their financial results with a
three-month delay, making it impossible to have a true picture
of the Company's financial health at a particular moment in
time.
o The financial statements do not differentiate between
subscribers attributed to the consolidated businesses and
those attributed to the unconsolidated businesses. Instead,
Metromedia reports the number of subscribers on a combined
basis, such that investors do not know how many subscribers
are attributable to a particular unit.
o No distinction is made between investments in, and advances to, particular
operating entities.
Taken as a whole, the opacity of Metromedia's financial reporting makes
it effectively impossible for public investors to truly understand the financial
health and condition of the Company. This is inappropriate for a public
corporation where countless stockholders make investment decisions and risk
their capital based on the information that the Company's management and
Directors provide. The obfuscation of intrinsic value serves no legitimate
purpose and should be corrected.
D. Lack Of Street Coverage
Since June 1999, not a single Wall Street analyst has covered
Metromedia. Despite spending millions of dollars on investment banking fees in
the past few years, management has been unable to convince a single equity
analyst to follow the Company.
We believe a lack of coverage translates into a lack of institutional
and retail interest and hence a lack of trading activity. As a result, the stock
price of the Common Stock suffers. You as a stockholder suffer.
Notwithstanding management's claims that it has tried to secure Wall
Street analyst coverage for the Company, its efforts have indisputably failed.
This failure is patently unacceptable. This failure is not fair to you, the true
owners of Metromedia.
The Concerned Stockholders believe that it is possible that the
organizational complexity and lack of reporting clarity may discourage analysts
from covering the Company. Accordingly, the Concerned Stockholders want to see
these items corrected and for the Company to make immediate and concerted
efforts to secure analyst coverage as promptly as possible. Obtaining such
coverage should be a much greater priority of the Company.
E. Snapper
Metromedia's current management and Board cannot decide what to do with
the Snapper lawn and garden equipment unit. During the last five years, Snapper
has been the subject of repeated strategy reversals. Sometimes Snapper is for
sale, sometimes it is not. Sometimes Snapper products are distributed
exclusively through dealers, and sometimes Snapper products are distributed
through retailers. Instead of selling Snapper over five years ago, when
management first said it was a "non-core asset," Metromedia's current management
and Board inexplicably have chosen to retain ownership of what the Company
repeatedly admits is a non-core asset. Snapper has no strategic fit, and has
never had a strategic fit, with the rest of the Company.
You, the stockholders, may fairly ask: When will the Company sell
Snapper?
Metromedia's management and current Board do not seem to have an answer
to that question. They have been indecisive. We, the Concerned Stockholders, are
not indecisive. We have a plan. We believe that the Company should immediately
commence the process of selling or spinning-off Snapper. The sale or spin-off of
Snapper should result in an increase of stockholder value to be shared by you,
the owners of the Company.
In November, 2000, the Board announced yet another reversal of strategy
when it authorized Metromedia's management to evaluate separating its Snapper as
well as its Metromedia China and radio and cable businesses from its telephony
assets. Then, on March 1, 2001, the Board announced that it had retained Salomon
Smith Barney and ING Barings, investment banking firms, to advise the Company on
the selling or spinning-off of such assets. At first blush that sounds
encouraging, but the Company has made similar, announcements before,
particularly in regard to the sale of Snapper. You, as the true owners of
Metromedia, need to make sure that the Board does not just tell you what it
thinks you want to hear. You, as a stockholder, deserve more than that. You
deserve to know that management is seriously pursuing strategies to increase
your stockholder value. The Board has talked about it without talking real
action for too long. The Concerned Stockholders will take concrete steps to
finally complete the sale of Snapper.
F. Metromedia Is Run Like A Private Company
Metromedia is run as if it were a private company rather than a public
company. The combination of the following features results in a Company that is
not properly accountable to its stockholders:
o Distraction Of Metromedia Management
According to Metromedia's own proxy statement for its 2000 annual
meeting, several of its senior executive officers are not employed exclusively
by Metromedia. For example, both the Company's president and chief executive
officer and the Company's chief financial officer hold senior executive
employment positions in other public companies.
Ask yourself this: How many other public companies can you name where
being a chief executive officer or chief financial officer is a part-time job?
The position of executive officer of a public company listed on a public
exchange is challenging enough on a full-time basis; simultaneously holding
senior executive positions in other public companies is a dangerous and
unmanageable distraction.
The Concerned Stockholders believe that you, the rightful owners of
Metromedia, deserve the full-time, best efforts attention of each senior
executive of the Company. You have a right to know that these highly paid
executives are looking after your investment each and every day for the entire
day. That simply is not happening now.
The Concerned Stockholders believe it is well past the time for your
senior management to resign their positions in those other public companies and
devote their full time and best efforts to protecting your interests and
increasing your stockholder value.
o Inside Directors
The Concerned Stockholders believe that five (5) of Metromedia's [eight
(8)/nine (9)] Directors can fairly be characterized as insiders. A majority of
the Board, therefore, are not "independent directors," as defined by the
California Public Employees Retirement System ("CalPERS"), a highly regarded
authority on corporate governance. Indeed, CalPERS recently named Metromedia to
its "Focus List" of five companies needing corporate governance improvement, and
CalPERS specifically cited the deficient number of independent directors as a
reason for the designation.
Current practice favors the board of a public company comprised
primarily of truly independent outside directors. A Board comprised of a
majority of independent Directors fosters accountability to you.
Moreover, the Company itself has asserted that your Board is
controlled, not by you, its public stockholders, but by Metromedia Company, a
separate private company effectively controlled by John W. Kluge and Stuart
Subotnick. In a filing with the SEC on September 30, 1999, the Company stated
emphatically: "Metromedia Company effectively controls Metromedia International
Group and has the power to influence the direction of our operations and prevent
a change of control." The Company continued, in words approved by your
management, "[F]or the foreseeable future it is likely that directors designated
or nominated by Metromedia Company will continue to constitute a majority of the
members of the board of directors. As a result, Metromedia Company will likely
control the direction of future operations of Metromedia International Group."
When you combine the distraction of executive officers who hold
multiple jobs with a Board dominated by insiders who, the Company admits, are
loyal to John W. Kluge, ask yourself who is looking out for the interests of the
approximately 80% of stockholders who are unaffiliated with or not controlled by
management?
G. The Buy-Out Surprise
It is a matter of public record that in 1983 John W. Kluge, then at the
helm of Metromedia Inc., took Metromedia Inc. private in a $1.2 billion
management-led buy-out, only to subsequently re-sell those assets for close to
$6.5 billion. The former public stockholders of Metromedia Company did not share
in that stunning windfall. Only Mr. Kluge and his associates reaped this bounty.
Metromedia, which is only one small part of Mr. Kluge's widespread
semi-private\semi-public empire, is currently trading near a five year low.
Would you be willing to bet that Mr. Kluge (who is [___th] on the Forbes 400
list of richest Americans with an estimated net worth of $[____] billion) has
not thought of purchasing the depressed shares of Metromedia and then
subsequently re-selling the Company's assets at a substantial premium?
John W. Kluge has his own interests. They may not be the same as yours.
The Concerned Stockholders believe that the focus of the Company, its Board, and
its management should be firmly upon increasing value for all holders of Common
Stock. Furthermore, we, the Concerned Stockholders, have a practical, viable
plan that we believe will help achieve those goals. Now we are asking for your
support for our nominees, proposals and programs. We appeal to you to elect Mr.
Monks, Mr. Higgins and Mr. Holmes to the Board to help implement these plans to
maximize stockholder value. To contribute further to the increase of stockholder
value, we also ask you to support both the Independent Directors Proposal and
the Stockholder Democracy Proposal.
PLEASE vote your BLUE proxy card FOR Mr. Monks, Mr. Higgins and Mr. Holmes,
and FOR both the Independent Directors Proposal and the Stockholder Democracy
Proposal.
HOW DO THE TWO STOCKHOLDER PROPOSALS HELP?
The Independent Directors Proposal is designed to fill your Board with
truly independent Directors. Passage of this proposal will give the insiders
remaining on the Board a clear message that business as usual is no longer
acceptable. The days of insiders running the Company like a private corporation
would be over. From that point on, the interests of the unaffiliated public
stockholders will be paramount. Passage of this proposal will also tell the
investment community that Metromedia and its management are serious about
increasing stockholder value -- your value.
The Stockholder Democracy Proposal would force the Board to listen to
you, its stockholders. The entrenched Board and management could no longer
conveniently hide behind corporate governance blockades to ignore the voice of
stockholders. Finally, stockholders owning a sufficient number of shares of
Common Stock could force them to listen to you, the stockholders.
PAST ACTION TO INCREASE STOCKHOLDER VALUE
A. Retention of Lens by the Concerned Stockholders
On September 18, 2000, the Concerned Stockholders retained Lens, a
stockholder activist group, to assist in communicating with the Company. The
Concerned Stockholders and Lens entered into an option agreement dated as of
September 29, 2000 (the "Option Agreement"). Pursuant to the Option Agreement,
each of the Concerned Stockholders issued a call option entitling Lens to
purchase 100,000 shares of Common Stock currently owned by such Concerned
Stockholder at a price equal to $4.50 per share. Lens has not exercised any
option under the Option Agreement as of the date of this proxy statement.
B. Lens Letter to Metromedia
On September 29, 2000, Lens delivered a public letter to Stuart
Subotnick, Chief Executive Officer of Metromedia, expressing its "profound
disappointment with the ability of the company's current Board and management to
maximize the substantial value we feel is represented in the firm's assets."
Lens asked for an opportunity to discuss constructively the issues concerning
stockholders. After initially agreeing to meet, Metromedia later abruptly and
unexpectedly canceled this meeting with less then 48 hours prior notice.
C. Section 220 Action
On November [___], 2000, Richard A. Bennett, the Chief Activism Officer of Lens
and a holder of Common Stock, and Cede & Co. as the nominee for Mr. Bennett,
filed an action pursuant to Section 220 of the Delaware General Corporation Law.
This law gives stockholders the statutory right to examine corporate books and
records. Mr. Bennett sought to inspect Metromedia's books and records to
determine whether John W. Kluge and Stuart Subotnick breached their fiduciary
duties by engaging in related party transactions that were unfair to Metromedia
and its stockholders, and by wasting Metromedia's assets.
The action was filed because Metromedia did not voluntarily agree to
produce the documents demanded by Mr. Bennett within the statutory time-period
for voluntary production. Prior to trial, Mr. Bennett and Metromedia reached a
tentative settlement in which Metromedia agreed to produce specified documents
on or before April 11, 2001.
D. Stockholder Proposals
On December 14, 2000, Elliott Associates submitted its Independent
Director Proposal to Metromedia, and on December 15, 2000, Elliott International
submitted its Stockholder Democracy Proposal to Metromedia.
On January 29, 2001, Metromedia wrote to the SEC asking the SEC to take
no action against Metromedia if Metromedia were to exclude the Stockholder
Democracy Proposal from its 2001 Proxy Statement in reliance on Rule
14a-8(i)(11) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). On February 2, 2001, counsel for the Concerned Stockholders wrote a
letter of opposition to the SEC, asserting that Metromedia's reliance on Rule
14a-8(i)(11) was unjustified. On March 27, 2001, the Division of Corporate
Finance at the SEC notified Metromedia that it would not recommend to the
Commission that it take enforcement action against the Company, in its sole
discretion, chooses to omit the Stockholder Democracy Proposal from Company
Proxy Statement. The Concerned Stockholders are presently evaluating their
options. However, you can still vote FOR the Stockholder Democracy Proposal by
using the enclosed BLUE proxy card, and we encourage you to do so today.
E. Informal Stockholder Meeting Organized by Lens
On February 14, 2001, Lens arranged an informal meeting of the
Company's stockholders in New York City. The meeting, held at the Concerned
Stockholders' sole expense, served as a forum for stockholders to exchange
information about the Company and to discuss management's performance and the
Company's value. Approximately 100 people and institutions representing about
25% of the Company's Common Stock attended in-person or telephonically. Although
no particular action was advocated and no support or proxies solicited, it was
clear that stockholders were extremely disappointed with the current management
of the Company and its inability to increase stockholder value. Furthermore,
Metromedia's management has given no indication that it is genuinely concerned
about the issues expressed by its stockholders at this informational forum.
F. Notice of Nomination
On March 13, 2001, the Concerned Stockholders submitted a Notice of
Nomination to the Company nominating Mr. Monks, Mr. Higgins and Mr. Holmes to
serve as Class III Directors of the Company. By this time, the Concerned
Stockholders had decided that Metromedia's inattention to, and lack of success
in, increasing the Common Stock price justified a proxy contest, and in this
Notice of Nomination, the Concerned Stockholders expressed their intent to
conduct a proxy contest.
G. Proxy Contest
And now, to further the goals of all the stockholders of the Company
and not just the select few who presently have a strangle-hold on the Company,
we, at our own expense, are delivering this proxy statement to you. We are
asking for your support. By supporting our nominees and the Two Stockholder
Proposals, we can address the concerns stated above and return the management of
the Company to you, the true and rightful owners of Metromedia. We can then
direct the Company's focus on creating value for all stockholders and not
towards the agenda of a select few.
---------- o ---------- o ---------- o ----------
CONCLUSION
You, the Company's stockholders, are the true owners of Metromedia. You
control its destiny. Metromedia is not a private company; it is a public
company. Despite the assertions of present management, the Board exists to serve
you, not the interest of a particular minority stockholder. You deserve a Board
that is responsive and seriously dedicated to maximizing stockholder value, and
a management team truly committed to that goal rather than to protecting its own
interests by entrenching itself. The Company's stockholders need Mr. Monks, Mr.
Higgins and Mr. Holmes to be elected to the Board to help implement these plans
to maximize stockholder value. If, like us, you believe that you should have the
opportunity to have a say in the future of your Company, we urge you to vote
your BLUE proxy card FOR Mr. Monks, Mr. Higgins and Mr. Holmes and FOR both the
Independent Directors Proposal and the Stockholder Democracy Proposal.
Unless you attend the Annual Meeting in person your proxy is the only means
available for you to vote and be heard by your Company's management. YOUR VOTE
IS EXTREMELY IMPORTANT REGARDLESS OF THE NUMBER OF SHARES YOU OWN. PLEASE ACT
TODAY.
OUR PROPOSALS
We will present the following two proposals for approval by the
Company's stockholders at the Annual Meeting. These proposals, if passed by the
stockholders, will immediately take effect without the need for any action of
the Board.
1. The Independent Directors Proposal
"NOW THEREFORE, BE IT RESOLVED, that pursuant to Section 109 of the
Delaware General Corporation Law, Article Twelfth of the Corporation's Restated
Certificate of Incorporation and Article 9 of the Corporation's By-laws, the
Corporation's shareholders hereby amend Article III of the Corporation's By-laws
to add the following Section 15, such amendment to become effective following
approval by holders of a majority of the shares of the Corporation's common
stock entitled to vote in the election of Directors of the Corporation.
Section 15. The Board of Directors of the Corporation shall at no time
contain more than one (1) Inside Director, except for persons who are Inside
Directors at the time this Section 15 becomes effective, who shall be permitted
to complete their then existing term of office. For purposes of this Section 15,
"Inside Director" means a Director (i) who is an officer or employee of the
Corporation or any subsidiary or affiliate of the Corporation, or (ii) who
otherwise derives income from the Corporation or any subsidiary or affiliate of
the Corporation, either directly or indirectly, other than compensation for
his/her services as a Director. Notwithstanding any other provision of these
By-laws, this Section 15 may not be altered, amended or repealed, except by vote
of a majority of the holders of the shares of the Corporation's common stock
entitled to vote in the election of Directors of the Corporation."
2. The Stockholder Democracy Proposal
"NOW THEREFORE, BE IT RESOLVED, that pursuant to Section 109 of the
Delaware General Corporation Law, Article Twelfth of the Corporation's Restated
Certificate of Incorporation and Article 9 of the Corporation's By-laws, the
Corporation's stockholders hereby amend Article II Section 2 of the
Corporation's By-laws as follows, such amendment to become effective following
approval by holders of a majority of the shares of the Corporation's common
stock entitled to vote in the election of the Directors of the Corporation.
Section 2. Special Meetings. Special meetings of the stockholders for
any purpose may be called at any time by the Chairman or Vice Chairman of the
Board of Directors, and must be called by the Chairman or Vice Chairman of the
Board of Directors upon written demand by any stockholder, or trust, group or
other combination of stockholders, collectively owning no less than 1,500,000
shares of the Corporation's common stock at the date of demand, a number which
shall be adjusted proportionally in accordance with any future stock splits,
reverse stock splits or similar events. For purposes of this Section 2,
stockholders eligible to demand a meeting shall include stockholders of record
and beneficial owners of the Corporation's common stock, provided that all of
such beneficial owners provide proof of beneficial ownership in accordance with
Paragraph (b)(2)(i) of Regulation ss. 240.14a-8 under the Securities Exchange
Act of 1934 (except that such beneficial owners need not supply proof of
ownership for the one year period called for in such paragraph). Special
meetings shall be held at such place or places within or without the State of
Delaware and at such time or times as shall from time to time be designated by
the Board of Directors or by the persons demanding the calling of the meeting
and stated in the demand for such meeting. At a special meeting no business
shall be transacted and no corporate action shall be taken other than that
stated in the notice of the meeting. At a meeting called pursuant to written
demand as described above, only the business stated in such demand shall be
transacted. Notwithstanding any other provision of these By-laws, this Section 2
may not be altered, amended or repealed, except by vote of a majority of the
holders of the shares of the Corporation's common stock entitled to vote in the
election of Directors of the Corporation."
ELECTION OF DIRECTORS
According to publicly available information, the Company's Board
currently consists of [eight/nine] Directors divided into three classes.
Directors hold office for staggered terms of three years (or less if they are
filling a vacancy) and until their successors are elected and qualified. One of
the three classes, comprising approximately one third of the Directors, is
elected each year to succeed the Directors whose terms are expiring. This year
there are three (3) incumbent Class III Directors whose terms will expire at the
2001 Annual Meeting: Clark A Johnson, Sylvia Kessel, and [Arnold L. Wadler]
We urge you to elect Mr. Monks, Mr. Higgins and Mr. Holmes as Class III
Directors of the Company at the 2001 Annual Meeting. Mr. Monks, Mr. Higgins and
Mr. Holmes have furnished the information set forth next to their names below
concerning their principal occupations and business experience. If elected, Mr.
Monks, Mr. Higgins and Mr. Holmes each would hold office until the 2004 Annual
Meeting of stockholders and until a successor has been elected and qualified, or
until his earlier resignation, death or removal. Although we have no reason to
believe that either Mr. Monks, Mr. Higgins or Mr. Holmes will be unable to serve
as a Director, if one, two or all of them shall not be available for election,
the persons named on the BLUE proxy card have agreed to vote for the election of
such other nominees as we may propose. We urge you to carefully consider Mr.
Monks', Mr. Higgins' and Mr. Holmes' qualifications and abilities to represent
your interests.
Our Nominees for Director:
ROBERT A. G. MONKS Age 67 Mr. Monks is currently the Chairman of Lens, a
Maine limited liability company ("Lens") and a shareholder
activist specialist, and has been a principal in and a participant in the
management of Lens since 1990. Since March 1996, Mr. Monks has also served as a
director of Ram Trust Services Inc., a Portland, Maine-based investment
management organization ("Ram"), and as Joint Deputy Chairman of Hermes Lens
Asset Management Ltd., a United Kingdom corporation and an investment management
and investment advisory business ("Hermes"), since 1998. Formerly, Mr. Monks
served as a Director of Tyco International Ltd., a diversified manufacturing and
service company, the Jeffries Group, and The Boston Company, an institutional
investor.
JOHN P. M. HIGGINS Age 52 Mr. Higgins has been a principal in and served as
the President and Chief Investment Officer at Lens since
1992. Since March 1996, he has also been the President and a director of Ram and
an alternate director of Hermes since 1998. Mr. Higgins was a founding director
and Chairman of the Executive Committee of Atlantic Bank, N.A., a national bank,
from 1994 until 1997.
ROBERT B. HOLMES Age 69 Mr. Holmes has served as Senior Advisor at Lens
since 1995. Since March 1996, he has been an advisor to
Mitsubishi Corporation, a Japanese trading company, an advisor to Mitsubishi
International Corp., the primary United States subsidiary of Mitsubishi
Corporation, an advisor to MC Financial Services, Inc., a United States
subsidiary of Mitsubishi Corporation, an advisor to Nihon Nosan Koygo K.K., a
Japanese company that processes grain, animal feed products and various consumer
food products since 1998, and a director of Atlantic from 1994 until 1996. Mr.
Holmes is currently a director of each of Mitsubishi International Corp. and
Dayton Superior Corporation, a manufacturer of metal and plastic fittings, and
an advisory director of Ripplewood Holdings L.L.C., a manager of private equity
funds.
Mr. Monks, Mr. Higgins and Mr. Holmes all have years of experience in
advising [public] companies on how to maximize stockholder value. That is what
this Company needs. That is why we have nominated them. With your support, they
will use their vast experience to increase the value of your investment.
The accompanying BLUE proxy card will be voted at the Annual Meeting in
accordance with your instructions on such card. You may vote FOR the election of
Mr. Monks, Mr. Higgins and Mr. Holmes as Directors of the Company or withhold
authority to vote for any of them by marking the proper box(es) on the BLUE
proxy card. If no marking is made, you will be deemed to have given a direction
to vote all of your shares of Common Stock FOR the election of each of Mr.
Monks, Mr. Higgins and Mr. Holmes.
We believe that it is in your best interest to elect Robert A. G. Monks,
John P. M. Higgins, and Robert B. Holmes as Directors of Metromedia at the
Annual Meeting, and strongly recommend a vote "FOR" their election. Your vote is
important regardless of the number of shares you own. Please act today by
signing, dating and mailing your BLUE proxy card.
ADOPTION OF THE STOCKHOLDER PROPOSALS
Neither the Stockholder Democracy Proposal nor the Independent
Directors Proposal is advisory. This means neither proposal allows the Board to
merely take the demands of the stockholders under consideration without taking
action. These proposals, if passed by the stockholders, will immediately take
effect without the need for any action of the Board.
The accompanying BLUE proxy card will be voted at the Annual Meeting in
accordance with your instructions on such card. You may vote FOR the Independent
Directors Proposal and FOR the Stockholder Democracy Proposal or withhold
authority to vote for one or both of such stockholder proposals by marking the
proper box(es) on the BLUE proxy card. If no marking is made, you will be deemed
to have given a direction to vote all of your shares of Common Stock FOR both
the Independent Directors Proposal and the Stockholder Democracy Proposal.
We believe that it is in your best interest to vote in favor of both of
these stockholder proposals at the Annual Meeting, and strongly recommend a vote
"FOR" both of the stockholder proposals. Your vote is important regardless of
the number of shares you own. Please act today by signing, dating and mailing
your BLUE proxy card.
OTHER MATTERS TO BE CONSIDERED AT THE 2001 ANNUAL MEETING
The Concerned Stockholders have no knowledge of any matters to be
presented for a stockholder vote at the Annual Meeting other than those matters
described in this proxy statement. However, if any other matters to be
considered at the Annual Meeting properly come before the Annual Meeting, the
Concerned Stockholders will vote their shares of Common Stock and all proxies
held by them in accordance with their best judgment with respect to such
matters.
VOTING RULES AND PROCEDURES
The shares of Common Stock are the only class of capital stock of the
Company entitled to vote for the election of Directors and on proposals at the
Annual Meeting. Every holder of Common Stock is entitled to one vote for each
share of Common Stock held. In accordance with the Company's By-laws, at the
Annual Meeting the holders of a majority in interest of all stock issued,
outstanding and entitled to vote at a meeting shall constitute a quorum.
Under Delaware law, abstaining votes and broker non-votes are
considered to be present for purposes of a quorum but are not deemed to be votes
cast. A broker "non-vote" occurs when a nominee holding shares for a beneficial
owner does not vote on a particular proposal because the nominee does not have
discretionary voting power with respect to that item and has not received
instructions on how to vote from the beneficial owner.
Only holders of record as of the close of business on the Record Date
will be entitled to vote. If you were a stockholder of record on the Record
Date, you will retain your voting rights for the Annual Meeting even if you sell
or have sold your Common Stock after the Record Date. Accordingly, it is
important that you vote the shares you held on the Record Date, or grant a proxy
to vote such shares on the BLUE proxy card, even if you sell or have already
sold your shares.
Election of Directors
As set forth in the Company's By-laws and the Company Proxy Statement,
a plurality of the votes duly cast is required for the election of Directors,
assuming a quorum is present or otherwise represented at the Annual Meeting.
Consequently, only shares of Common Stock that are voted in favor of a
particular nominee will be counted toward such nominee's attaining a plurality
of votes. Shares of Common Stock present at the meeting that are not voted for a
particular nominee (including broker non-votes and shares of Common Stock
present by proxy where the stockholder properly withheld authority to vote for
such nominee) will not be counted toward such nominee's attainment of a
plurality.
Stockholder Proposals
The Stockholder Democracy Proposal and the Independent Directors
Proposal will each be approved upon the affirmative vote of a majority of the
holders of shares of Metromedia stock entitled to vote in the election of
Directors at the Annual Meeting. Only shares of Common Stock that are voted in
favor of a particular proposal will be counted toward such proposal's attaining
a majority of votes. Shares of Common Stock present at the meeting that are not
voted for a particular proposal (including broker non-votes and shares of Common
Stock present by proxy where the stockholder properly withheld authority to vote
for such proposal) will not be counted toward such proposal's attainment of a
majority.
HOW TO DELIVER YOUR PROXY
You are urged promptly to sign, date and mail the enclosed BLUE proxy
card in the enclosed envelope to the following address:
Elliott Associates, L.P.
c/o Mackenzie Partners, Inc.
156 Fifth Avenue
New York, New York 10010
Please call Mackenzie Partners, Inc. (Attn: Lawrence E. Dennedy) toll free
at 1-800-322-2885 if you require assistance or have any questions.
Your execution of the BLUE proxy card will not affect your right to
attend the Annual Meeting and vote in person. Any proxy given by you may be
revoked at any time prior to the Annual Meeting by delivering a written notice
of revocation, or a later dated proxy for the Annual Meeting, to the Concerned
Stockholders at the above address, or to the Clerk of the Company at its
principal executive offices, or by voting in person at the Annual Meeting. If
the BLUE proxy card is your latest proxy submission and no direction is given by
you on such card, it will be deemed to be a direction to vote "for" the election
of Mr. Monks, Mr. Higgins and Mr. Holmes, the Independent Directors Proposal and
the Stockholder Democracy Proposal. REMEMBER, ONLY YOUR LATEST DATED PROXY FOR
THE ANNUAL MEETING WILL COUNT. YOUR VOTE IS IMPORTANT -- PLEASE ACT TODAY.
Important Instructions For "Street Name" Stockholders
If any of your shares of Metromedia Common Stock are held in the name
of a brokerage firm, bank nominee or other institution, only such institution
can sign a BLUE Proxy Card with respect to your shares and only after receiving
your specific instructions. Accordingly, please promptly sign, date and mail the
enclosed BLUE Proxy Card (or voting instruction form) you received from the
brokerage firm, bank nominee or other institutions in whose name your shares are
held in the postage-paid envelope provided. Please do so for each account you
maintain. To ensure that your shares are voted in accordance with your wishes,
you should also contact the person responsible for your account and give
instructions for a BLUE Proxy Card to be issued representing your shares of
Metromedia Common Stock.
CERTAIN INFORMATION CONCERNING THE CONCERNED STOCKHOLDERS AND OTHER
PARTICIPANTS IN THE SOLICITATION
Information concerning the Concerned Stockholders, Mr. Monks, Mr. Higgins
and Mr. Holmes, and Lens, the "participants" in the solicitation contemplated by
this Proxy Statement, as defined in the proxy rules promulgated by the SEC under
the Exchange Act of 1934, as amended, is set forth below and on the Schedules
attached hereto.
Elliott Associates is a Delaware limited partnership organized to
purchase, sell, trade and invest in securities. Its principal offices are
located at 712 Fifth Avenue, New York, New York 10019. Elliott Associates
beneficially owns 1,738,900 shares of Common Stock and is the record holder of
1,000 shares of Common Stock.
Elliott International is a Cayman Islands limited partnership organized
to purchase, sell, trade and invest in securities. Its principal offices are
located at c/o HSBC Financial Services (Cayman) Limited, P.O. Box 1109 GT, HSBC
House, Mary Street, Grand Cayman Islands, British West Indies. Elliott
International Capital Advisors Inc., a Delaware corporation, acts as the
investment advisor for Elliott International. Elliott International beneficially
owns 1,738,900 shares of Common Stock and is the record holder of 1,000 shares
of Common Stock.
Collectively, Elliott Associates and Elliott International represent
approximately 3.7% of the outstanding shares of Common Stock.
The following employees at Elliott and Lens will be soliciting proxies:
[______].
Mr. Monks, Mr. Higgins, and Mr. Holmes [and any other Lens employee who
will be soliciting] are each associates of Lens, which entered into the Option
Agreement with the Concerned Stockholders. No other associate of the Concerned
Stockholders or of any other participants owns any securities of Metromedia
either beneficially, directly or indirectly.
Except as set forth in this Proxy Statement (including the Schedules
attached hereto), none of the Concerned Stockholders [or any other participant
in this solicitation or any of their respective associates]: (i) directly or
indirectly beneficially owns any shares of Common Stock or any other securities
of the Company or any of its subsidiaries; (ii) has had any relationship with
the Company in any capacity other than as a stockholder, or is or has been a
party to any transaction, or series of similar transactions, since the beginning
of Company's last fiscal year with respect to any shares of the Company; (iii)
has been a party to or had or will have, a direct or indirect material interest
in any transaction, series of transactions, or any currently proposed
transaction or series of transactions, to which Metromedia or any of its
subsidiaries was or is to be a party, in which the amount involved exceeds
$60,000; or (v) has been indebted to the Company or any of its subsidiaries
since the beginning of the Company's last fiscal year.
In addition, other than as set forth in this Proxy Statement (including
the Schedules hereto), there are no contracts, arrangements or understandings
entered into by the Concerned Stockholders or any other participant in this
solicitation or any of their respective associates within the past year with any
person with respect to any of the Company's securities, including, but not
limited to, joint ventures, loan or option arrangements, puts or calls,
guarantees against loss or guarantees of profit, division of losses or profits,
or the giving or withholding of proxies.
Except as set forth in this Proxy Statement (including the Schedules
hereto), none of the Concerned Stockholders or any other participant in this
solicitation or any of their respective associates has any knowledge of or been
engaged in any contracts, negotiations or transactions with the Company or its
affiliates concerning a merger, consolidation, acquisition, tender offer or
other acquisition of securities, or a sale or other transfer of a material
amount of assets other than what has been publicly filed by the Company or third
parties with the SEC; or has had any other transaction (other than this proxy
solicitation and matters incidental thereto) with the Company or any of its
executive officers, directors, subsidiaries or affiliates that would require
disclosure under the rules and regulations of the SEC.
Except as set forth in this Proxy Statement (including the Schedules
hereto), none of the Concerned Stockholders or any other participant in this
solicitation or any of their respective associates, has entered into any
agreement or understanding with any person with respect to (i) any future
employment by the Company or its affiliates or (ii) any future transactions to
which the Company or any of its affiliates will or may be a party.
Except as set forth in this Proxy Statement (including the Schedules
hereto), neither Mr. Monks, Mr. Higgins, nor Mr. Holmes, in the past five (5)
years, has been a party to any legal proceeding or subject to any judgment,
order or decree of the type described in Item 401(f) of Regulation S-K.
Except as set forth in this Proxy Statement (including the Schedules
hereto), neither Mr. Monks, Mr. Higgins, nor Mr. Holmes is involved in any
material proceeding to which any of them is a party adverse to Metromedia or any
of its subsidiaries or has a material interest adverse to Metromedia or any of
its subsidiaries.
Except as set forth in this Proxy Statement (including the Schedules
hereto), none of the participants has a family relationship with any director,
executive officer, or other person nominated or chosen by Metromedia to become a
director or executive officer.
With respect to the information of security ownership of certain
beneficial owners and management of Metromedia, as required by Item 403 of
Regulation S-K, none of the nominees has any knowledge outside of what has been
filed by the Company and third parties with the Securities and Exchange
Commission and made publicly available.
Neither of the Concerned Stockholders has a substantial interest,
direct or indirect, by security holdings or otherwise, that will to their
knowledge be acted upon at the 2001 Annual Meeting, other than the election of
its nominees for Director and the Two Stockholder Proposals.
Neither Mr. Monks, Mr. Higgins, nor Mr. Holmes has a substantial
interest, direct or indirect, by security holdings or otherwise, that will to
their knowledge be acted upon at the 2001 Annual Meeting other than as to their
election as Class III Directors. No other participant has a substantial
interest, direct or indirect, by security holdings or otherwise, that will to
their knowledge be acted upon at the 2001 Annual Meeting.
SECURITY OWNERSHIP
Security Ownership of Certain Beneficial Owners and Management
The information regarding each person reported to beneficially own more
than 5% of the Company's outstanding Common Stock and each of the Company's
Directors and executive officers is incorporated by reference from the Company
Proxy Statement. [TO COME AFTER METROMEDIA FILES ITS PROXY STATEMENT]
The Concerned Stockholders assume no responsibility for the accuracy or
completeness of any information contained herein which is based on, or
incorporated by reference to, Metromedia public filings.
Security Ownership of the Concerned Stockholders and Other Participants
The names, business addresses and number of shares of Common Stock
beneficially owned as of this date by the Concerned Stockholders and the other
participants in this solicitation are set forth below. The material terms
regarding the shares of Common Stock owned by each of the Concerned Stockholders
is set forth on the schedule of transactions attached hereto. They obtained
these funds through various margin accounts they maintain. Mr. Monks has spent
$[13,455] to purchase his shares of Common Stock, Mr. Higgins has spent
$[13,455] to purchase his shares of Common Stock and $[13,900] to purchase his
shares of Preferred Stock, and Mr. Holmes spent $31,072 to purchase his shares
of Metromedia Common Stock as of the date of this proxy statement. The number of
shares of Preferred Stock beneficially owned includes shares over which the
persons set forth below have investment and/or voting power. Unless otherwise
indicated, all of such shares are owned directly and the indicated person has
sole voting and investment power over such shares.
- -------------------------------- ----------------------- --------------------
Name and Business Address of Percent
Beneficial Owner Number of Shares of Class
- -------------------------------- ----------------------- --------------------
Elliott Associates, L.P. 1,738,900 beneficially 1.85%
712 Fifth Avenue 1,000 of record
New York, New York 10019
- -------------------------------- ----------------------- --------------------
Elliott International, L.P. 1,738,900 beneficially 1.85%
c/o HSBC Financial Services 1,000 of record
(Cayman) Limited,
P.O. Box 1109 GT,
HSBC House, Mary Street,
Grand Cayman Islands,
British West Indies
- -------------------------------- ----------------------- --------------------
Robert A. G. Monks 4,500 beneficially Less than 1%
Lens Investment Management, LLC
45 Exchange Street, Suite 400
Portland, Maine 04104
- -------------------------------- ----------------------- --------------------
John P. M. Higgins 4,500 beneficially Less than 1%
Lens Investment Management, LLC and 1,000 shares of 7.25%
45 Exchange Street, Suite 400 convertible preferred stock
Portland, Maine 04104 of Metromedia, having par
value ($1.00) (the
"Preferred Stock")
- -------------------------------- ----------------------- --------------------
Robert B. Holmes 10,000 [beneficially/ Less than 1%
2545 Lantern Lane of record]
Naples, Florida 34102
- -------------------------------- ----------------------- --------------------
No part of the purchase price or market value of any of the shares
purchased and owned beneficially, directly or indirectly by Mr. Monks, Mr.
Higgins, or Mr. Holmes was borrowed or otherwise obtained for the purpose of
acquiring or holding such Metromedia securities. In the normal course of its
business, each Concerned Stockholder purchases securities using funds from its
general account and funds borrowed against securities it already owns. Neither
Concerned Stockholder can determine whether any funds allocated to purchase
Metromedia securities were from each Concerned Stockholder's respective general
account or from borrowings against securities it already owns.
Please see Schedule 1 at the back of this proxy statement for a list of
all transactions in the Company's Common Stock by the Concerned Stockholders and
the other participants in this solicitation during the past two years.
FACTS ABOUT OUR SOLICITATION OF PROXIES
We may solicit proxies by mail, advertisement, telephone, facsimile or
other electronic means and in person. Solicitations may be made by our agents
and/or their employees, none of whom, except Mackenzie Partners, Inc., will
receive any additional compensation for such solicitations. We have requested
banks, brokerage houses and other custodians, nominees and fiduciaries to
forward all of our solicitation materials to the beneficial owners of the shares
of Common Stock which such individuals or entities hold of record. We will
reimburse these record holders for customary clerical and mailing expenses
incurred by them in forwarding these materials to the beneficial owners of the
Common Stock.
To date, we have spent approximately [$_______] in connection with the
solicitation of proxies. Mackenzie Partners, Inc. has been retained for
solicitation and advisory services in connection with the solicitation of
proxies for an estimated fee of [$________]; together with reimbursement for
Mackenzie Partners, Inc. reasonable out-of-pocket expenses. Mackenzie Partners,
Inc. currently anticipates that it will employ approximately [___] persons to
solicit proxies for the Annual Meeting.
We will pay all costs associated with our solicitation of proxies. We have
also agreed to bear all costs and expenses incurred by Mr. Monks, Mr. Higgins
and Mr. Holmes in connection with their candidacy and participation in this
solicitation. They are not, however, being paid by us for their participation in
this solicitation.
We will not seek reimbursement from the Company for any of these costs
or expenses.
STOCKHOLDER PROPOSALS FOR THE 2001 ANNUAL MEETING
The date on which stockholders must provide notice to the Company to
have their proposals included in the Company's proxy statement for its 2001
Annual Meeting is incorporated by reference from the Company Proxy Statement.
- -------------------------------------------------------------------------------
PLEASE INDICATE YOUR SUPPORT OF ROBERT A. G. MONKS, JOHN P. M. HIGGINS AND
ROBERT B. HOLMES AND OUR TWO STOCKHOLDER PROPOSALS BY PROMPTLY SIGNING, DATING
AND MAILING THE ENCLOSED BLUE PROXY TO ELLIOTT ASSOCIATES, L.P., c/o MACKENZIE
PARTNERS, INC., 156 FIFTH AVENUE, NEW YORK, NEW YORK 10010, IN THE ENCLOSED
ENVELOPE.
Please call Mackenzie Partners, Inc. (Attn: Lawrence E. Dennedy) toll free
at 1-800-322-2885 if you have any questions or need assistance.
No postage is necessary if you mail the proxy card from within the
United States.
- -------------------------------------------------------------------------------
ELLIOTT ASSOCIATES, L.P.
ELLIOTT INTERNATIONAL, L.P.
April 12, 2001
Schedule 1
Schedule of Transactions
Purchases and Sales of the Company's Common Stock
During the Past Two Years by
Elliott Associates, L.P. and its wholly-owned subsidiaries
Quantity
TRADE SECURITY (positive = purchase)
DATE DESCRIPTION ENTITY PURCHASE OR SALE? (negative = sale) PRICE
- ------------------------------------------------------------------------------------------------------------------------------
04/01/99 METROMEDIA INTERNATIONAL COMMON STOCK Elliott Associates PURCHASE 4800 4.56
04/06/99 METROMEDIA INTERNATIONAL COMMON STOCK Elliott Associates PURCHASE 15000 4.15
04/07/99 METROMEDIA INTERNATIONAL COMMON STOCK Elliott Associates PURCHASE 15000 4.37
04/19/99 METROMEDIA INTERNATIONAL COMMON STOCK Elliott Associates SALE -20000 6.25
05/10/99 METROMEDIA INTERNATIONAL COMMON STOCK Elliott Associates SALE -50000 6.55
05/18/99 METROMEDIA INTERNATIONAL COMMON STOCK Elliott Associates SALE -12500 7.00
05/18/99 METROMEDIA INTERNATIONAL COMMON STOCK Elliott Associates SALE -31100 7.06
05/19/99 METROMEDIA INTERNATIONAL COMMON STOCK Elliott Associates SALE -12100 7.40
05/19/99 METROMEDIA INTERNATIONAL COMMON STOCK Elliott Associates SALE -28300 7.41
05/20/99 METROMEDIA INTERNATIONAL COMMON STOCK Elliott Associates SALE -10000 7.50
05/21/99 METROMEDIA INTERNATIONAL COMMON STOCK Elliott Associates SALE -5000 7.81
05/28/99 METROMEDIA INTERNATIONAL COMMON STOCK Elliott Associates SALE -37500 8.08
06/01/99 METROMEDIA INTERNATIONAL COMMON STOCK Elliott Associates SALE -18000 8.51
06/14/99 METROMEDIA INTERNATIONAL COMMON STOCK Elliott Associates SALE -500 5.00
06/18/99 METROMEDIA INTERNATIONAL COMMON STOCK Elliott Associates SALE -1000 5.00
06/21/99 METROMEDIA INTERNATIONAL COMMON STOCK Elliott Associates SALE -198500 5.00
07/08/99 METROMEDIA INTERNATIONAL COMMON STOCK Elliott Associates SALE -5000 8.00
08/05/99 METROMEDIA INTERNATIONAL COMMON STOCK Elliott Associates PURCHASE 25600 5.40
08/10/99 METROMEDIA INTERNATIONAL COMMON STOCK Elliott Associates PURCHASE 10000 5.34
08/18/99 METROMEDIA INTERNATIONAL COMMON STOCK Elliott Associates PURCHASE 5000 5.00
09/20/99 METROMEDIA INTERNATIONAL COMMON STOCK Elliott Associates PURCHASE 50000 7.50
09/21/99 METROMEDIA INTERNATIONAL COMMON STOCK Elliott Associates PURCHASE 25000 5.00
09/23/99 METROMEDIA INTERNATIONAL COMMON STOCK Elliott Associates PURCHASE 50000 3.94
09/28/99 METROMEDIA INTERNATIONAL COMMON STOCK Elliott Associates PURCHASE 12500 4.00
10/13/99 METROMEDIA INTERNATIONAL COMMON STOCK Elliott Associates PURCHASE 25000 3.50
10/19/99 METROMEDIA INTERNATIONAL COMMON STOCK Elliott Associates PURCHASE 25000 3.00
12/20/99 METROMEDIA INTERNATIONAL COMMON STOCK Elliott Associates PURCHASE 50000 7.50
02/09/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott Associates SALE -20000 6.69
02/10/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott Associates SALE -28800 7.14
03/07/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott Associates SALE -72400 7.50
03/08/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott Associates SALE -31400 7.55
03/09/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott Associates SALE -95000 8.66
03/10/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott Associates SALE -1000 5.00
03/20/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott Associates SALE -16500 5.00
03/20/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott Associates SALE -107500 5.00
04/12/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott Associates PURCHASE 10000 4.88
05/24/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott Associates PURCHASE 25000 4.00
06/14/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott Associates PURCHASE 107500 4.75
06/19/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott Associates SALE -13500 5.00
12/19/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott Associates SALE -15800 2.30
01/09/01 METROMEDIA INTERNATIONAL COMMON STOCK Elliott Associates SALE -500 3.23
01/10/01 METROMEDIA INTERNATIONAL COMMON STOCK Elliott Associates SALE -10000 3.12
01/11/01 METROMEDIA INTERNATIONAL COMMON STOCK Elliott Associates SALE -7900 3.17
01/12/01 METROMEDIA INTERNATIONAL COMMON STOCK Elliott Associates SALE -3500 3.16
01/12/01 METROMEDIA INTERNATIONAL COMMON STOCK Elliott Associates SALE -200 3.16
01/12/01 METROMEDIA INTERNATIONAL COMMON STOCK Elliott Associates SALE -400 3.16
10/17/00 METROMEDIA INTL CALL STRIKE 1@4.5 EXP 6/1Elliott Associates SALE -100000 0.00
08/25/99 METROMEDIA INTL GROUP SWAP (TDOM SWAP) Elliott Associates SALE -755100 6.62
08/25/99 METROMEDIA INTL GROUP SWAP (BAC SWAP) Elliott Associates PURCHASE 755050 6.63
11/22/99 METROMEDIA INTL GROUP SWAP (BAC SWAP) Elliott Associates SALE -755050 4.63
11/22/99 METROMEDIA INTL GROUP SWAP (BAC SWAP) Elliott Associates PURCHASE 755050 4.63
01/04/00 METROMEDIA INTL GROUP SWAP (BAC SWAP) Elliott Associates SALE -755050 4.56
08/05/99 METROMEDIA INTL MAR 5 CALLS Elliott Associates SALE -250 1.38
09/23/99 METROMEDIA INTL MAR 5 CALLS Elliott Associates SALE -550 0.72
09/27/99 METROMEDIA INTL MAR 5 CALLS Elliott Associates SALE -200 0.75
11/05/99 METROMEDIA INTL MAR 5 CALLS Elliott Associates SALE -250 0.44
03/10/00 METROMEDIA INTL MAR 5 CALLS Elliott Associates PURCHASE 10 1.34
03/20/00 METROMEDIA INTL MAR 5 CALLS Elliott Associates PURCHASE 1240 0.77
03/04/99 METROMEDIA INTL MAR 5 CALLS Elliott Associates PURCHASE 250 0.88
03/09/99 METROMEDIA INTL MAR 5 CALLS Elliott Associates PURCHASE 250 1.25
03/10/99 METROMEDIA INTL MAR 5 CALLS Elliott Associates PURCHASE 550 1.25
03/19/99 METROMEDIA INTL MAR 7.5 CALLS Elliott Associates PURCHASE 500 0.00
01/03/00 METROMEDIA INTL JUN 5 CALLS Elliott Associates SALE -250 1.31
01/04/00 METROMEDIA INTL JUN 5 CALLS Elliott Associates SALE -5 1.13
01/06/00 METROMEDIA INTL JUN 5 CALLS Elliott Associates SALE -500 1.13
01/18/00 METROMEDIA INTL JUN 5 CALLS Elliott Associates SALE -100 1.38
01/19/00 METROMEDIA INTL JUN 5 CALLS Elliott Associates SALE -25 1.38
01/20/00 METROMEDIA INTL JUN 5 CALLS Elliott Associates SALE -115 1.38
02/02/00 METROMEDIA INTL JUN 5 CALLS Elliott Associates SALE -250 1.13
02/09/00 METROMEDIA INTL JUN 5 CALLS Elliott Associates SALE -250 1.56
06/15/00 METROMEDIA INTL JUN 5 CALLS Elliott Associates PURCHASE 40 0.06
06/16/00 METROMEDIA INTL JUN 5 CALLS Elliott Associates PURCHASE 300 0.01
06/16/00 METROMEDIA INTL JUN 5 CALLS Elliott Associates PURCHASE 1020 0.00
06/19/00 METROMEDIA INTL JUN 5 CALLS Elliott Associates PURCHASE 135 1.54
03/04/99 METROMEDIA INTL JUN 5 CALLS Elliott Associates SALE -250 1.38
03/09/99 METROMEDIA INTL JUN 5 CALLS Elliott Associates SALE -250 1.75
03/10/99 METROMEDIA INTL JUN 5 CALLS Elliott Associates SALE -550 1.75
06/14/99 METROMEDIA INTL JUN 5 CALLS Elliott Associates PURCHASE 5 1.34
06/18/99 METROMEDIA INTL JUN 5 CALLS Elliott Associates PURCHASE 10 1.34
06/21/99 METROMEDIA INTL JUN 5 CALLS Elliott Associates PURCHASE 1985 1.32
05/19/99 METROMEDIA INTL JUN 7.5 CALLS Elliott Associates PURCHASE 500 1.00
06/17/99 METROMEDIA INTL JUN 7.5 CALLS Elliott Associates PURCHASE 250 0.25
05/07/99 METROMEDIA INTL DEC 7.5 CALLS Elliott Associates SALE -500 1.00
05/19/99 METROMEDIA INTL DEC 7.5 CALLS Elliott Associates SALE -500 2.06
06/17/99 METROMEDIA INTL DEC 7.5 CALLS Elliott Associates SALE -250 1.88
12/17/99 METROMEDIA INTL DEC 7.5 CALLS Elliott Associates PURCHASE 1250 0.00
08/05/99 METROMEDIA INTL MAR 5 PUTS Elliott Associates SALE -250 0.63
09/23/99 METROMEDIA INTL MAR 5 PUTS Elliott Associates SALE -550 1.19
09/27/99 METROMEDIA INTL MAR 5 PUTS Elliott Associates SALE -200 1.13
11/05/99 METROMEDIA INTL MAR 5 PUTS Elliott Associates SALE -250 1.38
03/17/00 METROMEDIA INTL MAR 5 PUTS Elliott Associates PURCHASE 1250 0.00
03/19/99 METROMEDIA INTL MAR 5 PUTS Elliott Associates PURCHASE 1050 0.00
03/17/99 METROMEDIA INTL MAR 7.5 PUTS Elliott Associates PURCHASE 500 1.75
06/18/99 METROMEDIA INTL JUN 5 PUTS Elliott Associates PURCHASE 950 0.00
05/19/99 METROMEDIA INTL JUN 7.5 PUTS Elliott Associates PURCHASE 500 0.63
03/17/99 METROMEDIA INTL SEPT 7.5 PUTS Elliott Associates SALE -500 2.44
09/20/99 METROMEDIA INTL SEPT 7.5 PUTS Elliott Associates PURCHASE 500 2.41
05/19/99 METROMEDIA INTL DEC 7.5 PUTS Elliott Associates SALE -500 1.69
12/20/99 METROMEDIA INTL DEC 7.5 PUTS Elliott Associates PURCHASE 500 1.66
01/04/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 755050 4.56
03/10/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool SALE -50000 9.92
04/04/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 5250 4.86
04/14/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 35000 4.61
04/17/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 25000 4.00
05/26/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 13500 3.75
05/30/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 22800 3.97
05/31/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 13000 4.12
06/01/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 10000 4.24
06/02/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 47500 4.49
06/05/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 15000 4.44
06/06/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 15000 4.50
06/14/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool SALE -107500 4.75
06/27/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 31900 4.00
07/24/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 8800 4.50
07/25/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 6400 4.50
07/26/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 39800 4.61
07/27/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 20400 4.49
07/28/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 60600 4.50
07/31/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 65000 4.30
08/01/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 15000 4.00
08/03/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 45500 3.98
08/07/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 25000 4.06
08/08/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 1750 4.00
08/09/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 3500 4.00
08/10/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 2900 4.00
08/11/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 7250 4.00
08/14/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 8700 4.38
08/15/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 17600 4.38
08/17/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 4300 4.38
08/18/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 6250 4.38
08/21/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 850 4.38
08/22/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 7200 4.38
08/23/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 20000 4.29
08/25/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 3700 4.00
08/29/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 15000 4.00
09/13/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 3700 3.75
09/15/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 21500 3.75
09/18/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 12700 3.79
09/18/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 50000 5.00
09/19/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 35000 3.77
09/20/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 50000 3.50
09/21/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 1450 3.38
09/22/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 1750 3.25
09/28/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 1000 3.25
10/05/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 8250 3.25
10/06/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 25000 3.25
10/10/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 12500 3.09
10/11/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 13500 2.99
10/12/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 2750 2.75
10/18/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 1150 2.75
11/03/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 7500 3.12
11/06/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 25000 3.10
11/08/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 25000 3.25
11/22/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 25000 3.00
11/27/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool SALE -847100 2.90
11/27/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool SALE -692650 2.90
12/28/00 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 1765500 2.15
01/11/01 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool SALE -1250 3.20
01/16/01 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool SALE -3450 3.27
01/17/01 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool SALE -10000 3.28
01/17/01 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool SALE -9450 3.25
01/18/01 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool SALE -5250 3.22
01/19/01 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool SALE -1350 3.19
01/22/01 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool SALE -7500 3.18
01/23/01 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool SALE -5050 3.27
01/23/01 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool SALE -2850 3.31
01/24/01 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool SALE -2500 3.40
01/24/01 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool SALE -3500 3.40
01/25/01 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool SALE -2500 3.50
01/31/01 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool SALE -5000 3.55
02/06/01 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool SALE -5000 3.60
03/20/01 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 3,900 2.73
03/21/01 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 9,600 2.60
03/22/01 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 11,050 2.40
03/26/01 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 5,000 2.38
03/27/01 METROMEDIA INTERNATIONAL COMMON STOCK Liverpool PURCHASE 7,500 2.42
02/28/00 METROMEDIA INTL SEPT 5 CALLS Liverpool SALE -150 1.94
04/27/00 METROMEDIA INTL SEPT 5 CALLS Liverpool SALE -500 1.25
09/15/00 METROMEDIA INTL SEPT 5 CALLS Liverpool PURCHASE 650 0.00
04/27/00 METROMEDIA INTL SEPT 5 PUTS Liverpool SALE -500 1.13
09/18/00 METROMEDIA INTL SEPT 5 PUTS Liverpool PURCHASE 500 1.10
Purchases and Sales of the Company's Common Stock
During the Past Two Years by
Elliott International, L.P.
Quantity
TRADE SECURITY (positive = purchase)
DATE DESCRIPTION ENTITY PURCHASE OR SALE? (negative = sale) PRICE
- ------------------------------------------------------------------------------------------------------------------------------
04/01/99 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 4800 4.56
04/06/99 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 15000 4.15
04/07/99 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 15000 4.37
04/19/99 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International SALE -20000 6.25
05/10/99 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International SALE -50000 6.55
05/18/99 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International SALE -12500 7.00
05/18/99 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International SALE -31100 7.06
05/19/99 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International SALE -12100 7.40
05/19/99 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International SALE -28200 7.41
05/20/99 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International SALE -10000 7.50
05/21/99 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International SALE -5000 7.81
05/28/99 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International SALE -37500 8.08
06/01/99 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International SALE -18000 8.51
06/21/99 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International SALE -200000 5.00
07/08/99 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International SALE -5000 8.00
08/05/99 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 25500 5.40
08/10/99 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 10000 5.34
08/18/99 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 5000 5.00
09/20/99 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 50000 7.50
09/21/99 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 25000 5.00
09/23/99 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 50000 3.94
09/28/99 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 12500 4.00
10/13/99 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 25000 3.50
10/19/99 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 25000 3.00
12/20/99 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 50000 7.50
01/04/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 755050 4.56
02/09/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International SALE -20000 6.69
02/10/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International SALE -28800 7.14
03/07/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International SALE -72400 7.50
03/08/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International SALE -31400 7.55
03/09/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International SALE -95000 8.66
03/10/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International SALE -50000 9.92
03/20/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International SALE -107500 5.00
03/20/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International SALE -17500 5.00
04/04/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 5250 4.86
04/12/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 10000 4.88
04/14/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 35000 4.61
04/17/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 25000 4.00
05/24/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 25000 4.00
05/26/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 13500 3.75
05/30/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 22800 3.97
05/31/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 13000 4.12
06/01/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 10000 4.24
06/02/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 47500 4.49
06/05/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 15000 4.44
06/06/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 15000 4.50
06/27/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 31800 4.00
07/24/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 8700 4.50
07/25/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 6400 4.50
07/26/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 39800 4.61
07/27/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 20400 4.49
07/28/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 60600 4.50
07/31/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 65000 4.30
08/01/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 15000 4.00
08/03/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 45500 3.98
08/07/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 25000 4.06
08/08/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 1750 4.00
08/09/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 3500 4.00
08/10/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 2900 4.00
08/11/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 7250 4.00
08/14/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 8700 4.38
08/15/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 17600 4.38
08/17/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 4300 4.38
08/18/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 6250 4.38
08/21/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 850 4.38
08/22/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 7100 4.38
08/23/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 20000 4.29
08/25/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 3700 4.00
08/29/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 15000 4.00
09/13/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 3700 3.75
09/15/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 21500 3.75
09/18/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 12700 3.79
09/18/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 50000 5.00
09/19/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 35000 3.77
09/20/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 50000 3.50
09/21/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 1450 3.38
09/22/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 1750 3.25
09/28/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 1000 3.25
10/05/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 8250 3.25
10/06/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 25000 3.25
10/10/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 12500 3.09
10/11/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 13500 2.99
10/12/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 2750 2.75
10/18/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 1150 2.75
11/03/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 7500 3.12
11/06/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 25000 3.10
11/08/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 25000 3.25
11/22/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 25000 3.00
11/27/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 847100 2.90
11/27/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 692650 2.90
11/27/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 4000 2.90
11/27/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 4000 2.90
11/28/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 2450 2.94
11/28/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 2450 2.94
11/29/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 2500 2.90
11/29/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 2500 2.90
11/29/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 19850 2.87
11/29/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 19850 2.87
11/30/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 20000 2.75
12/04/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 15000 2.85
12/07/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 2700 2.67
12/08/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 500 2.68
12/08/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 17500 2.75
12/11/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 30000 2.75
12/12/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 9000 2.72
12/12/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 29500 2.73
12/13/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 8900 2.75
12/13/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 40000 2.75
12/14/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 15100 2.73
12/15/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 12500 2.64
12/19/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 15800 2.30
12/21/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 70000 2.06
12/26/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 4100 2.06
12/27/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 15000 2.09
12/27/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 60000 2.03
12/28/00 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International SALE -1765500 2.15
01/09/01 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International SALE -500 3.23
01/10/01 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International SALE -10000 3.12
01/11/01 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International SALE -1250 3.20
01/11/01 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International SALE -7900 3.17
01/12/01 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International SALE -4100 3.16
01/16/01 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International SALE -3450 3.27
01/17/01 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International SALE -10000 3.28
01/17/01 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International SALE -9450 3.25
01/18/01 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International SALE -5250 3.22
01/19/01 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International SALE -1350 3.19
01/22/01 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International SALE -7500 3.18
01/23/01 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International SALE -5050 3.27
01/23/01 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International SALE -2850 3.31
01/24/01 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International SALE -2500 3.40
01/24/01 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International SALE -3500 3.40
01/25/01 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International SALE -1150 3.50
01/25/01 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International SALE -950 3.50
01/25/01 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International SALE -400 3.50
01/31/01 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International SALE -5000 3.55
02/06/01 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International SALE -5000 3.60
03/20/01 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 3,900 2.73
03/21/01 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 9,600 2.60
03/22/01 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 11,050 2.40
03/26/01 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 5,000 2.38
03/27/01 METROMEDIA INTERNATIONAL COMMON STOCK Elliott International PURCHASE 7,500 2.42
10/17/00 METROMEDIA INTL CALL STRIKE
1@4.5 EXP 6/18/01 Elliott International SALE -100000 0.00
08/25/99 METROMEDIA INTL GROUP SWAP (TDOM SWAP) Elliott International SALE -755000 6.62
08/25/99 METROMEDIA INTL GROUP SWAP (BAC SWAP) Elliott International PURCHASE 755050 6.63
01/04/00 METROMEDIA INTL GROUP SWAP (BAC SWAP) Elliott International SALE -755050 4.56
08/05/99 METROMEDIA INTL MAR 5 CALLS Elliott International SALE -250 1.38
09/23/99 METROMEDIA INTL MAR 5 CALLS Elliott International SALE -550 0.72
09/27/99 METROMEDIA INTL MAR 5 CALLS Elliott International SALE -200 0.75
11/05/99 METROMEDIA INTL MAR 5 CALLS Elliott International SALE -250 0.44
03/20/00 METROMEDIA INTL MAR 5 CALLS Elliott International PURCHASE 1250 0.78
03/04/99 METROMEDIA INTL MAR 5 CALLS Elliott International PURCHASE 250 0.88
03/09/99 METROMEDIA INTL MAR 5 CALLS Elliott International PURCHASE 250 1.25
03/10/99 METROMEDIA INTL MAR 5 CALLS Elliott International PURCHASE 550 1.25
03/19/99 METROMEDIA INTL MAR 7.5 CALLS Elliott International PURCHASE 500 0.00
01/03/00 METROMEDIA INTL JUN 5 CALLS Elliott International SALE -250 1.31
01/04/00 METROMEDIA INTL JUN 5 CALLS Elliott International SALE -5 1.13
01/06/00 METROMEDIA INTL JUN 5 CALLS Elliott International SALE -500 1.13
01/18/00 METROMEDIA INTL JUN 5 CALLS Elliott International SALE -100 1.38
01/19/00 METROMEDIA INTL JUN 5 CALLS Elliott International SALE -25 1.38
01/20/00 METROMEDIA INTL JUN 5 CALLS Elliott International SALE -115 1.38
02/02/00 METROMEDIA INTL JUN 5 CALLS Elliott International SALE -250 1.13
02/09/00 METROMEDIA INTL JUN 5 CALLS Elliott International SALE -250 1.56
06/15/00 METROMEDIA INTL JUN 5 CALLS Elliott International PURCHASE 40 0.06
06/16/00 METROMEDIA INTL JUN 5 CALLS Elliott International PURCHASE 300 0.01
06/16/00 METROMEDIA INTL JUN 5 CALLS Elliott International PURCHASE 1155 0.00
03/04/99 METROMEDIA INTL JUN 5 CALLS Elliott International SALE -250 1.38
03/09/99 METROMEDIA INTL JUN 5 CALLS Elliott International SALE -250 1.75
03/10/99 METROMEDIA INTL JUN 5 CALLS Elliott International SALE -550 1.75
06/21/99 METROMEDIA INTL JUN 5 CALLS Elliott International PURCHASE 2000 1.32
05/19/99 METROMEDIA INTL JUN 7.5 CALLS Elliott International PURCHASE 500 1.00
06/17/99 METROMEDIA INTL JUN 7.5 CALLS Elliott International PURCHASE 250 0.25
02/28/00 METROMEDIA INTL SEPT 5 CALLS Elliott International SALE -150 1.94
04/27/00 METROMEDIA INTL SEPT 5 CALLS Elliott International SALE -500 1.25
09/15/00 METROMEDIA INTL SEPT 5 CALLS Elliott International PURCHASE 650 0.00
05/07/99 METROMEDIA INTL DEC 7.5 CALLS Elliott International SALE -500 1.00
05/19/99 METROMEDIA INTL DEC 7.5 CALLS Elliott International SALE -500 2.06
06/17/99 METROMEDIA INTL DEC 7.5 CALLS Elliott International SALE -250 1.88
12/17/99 METROMEDIA INTL DEC 7.5 CALLS Elliott International PURCHASE 1250 0.00
08/05/99 METROMEDIA INTL MAR 5 PUTS Elliott International SALE -250 0.63
09/23/99 METROMEDIA INTL MAR 5 PUTS Elliott International SALE -550 1.19
09/27/99 METROMEDIA INTL MAR 5 PUTS Elliott International SALE -200 1.13
11/05/99 METROMEDIA INTL MAR 5 PUTS Elliott International SALE -250 1.38
03/17/00 METROMEDIA INTL MAR 5 PUTS Elliott International PURCHASE 1250 0.00
03/19/99 METROMEDIA INTL MAR 5 PUTS Elliott International PURCHASE 1050 0.00
03/17/99 METROMEDIA INTL MAR 7.5 PUTS Elliott International PURCHASE 500 1.75
06/18/99 METROMEDIA INTL JUN 5 PUTS Elliott International PURCHASE 950 0.00
05/19/99 METROMEDIA INTL JUN 7.5 PUTS Elliott International PURCHASE 500 0.63
04/27/00 METROMEDIA INTL SEPT 5 PUTS Elliott International SALE -500 1.13
09/18/00 METROMEDIA INTL SEPT 5 PUTS Elliott International PURCHASE 500 1.10
03/17/99 METROMEDIA INTL SEPT 7.5 PUTS Elliott International SALE -500 2.44
09/20/99 METROMEDIA INTL SEPT 7.5 PUTS Elliott International PURCHASE 500 2.41
05/19/99 METROMEDIA INTL DEC 7.5 PUTS Elliott International SALE -500 1.69
12/20/99 METROMEDIA INTL DEC 7.5 PUTS Elliott International PURCHASE 500 1.66
Purchases and Sales of the Company's Common Stock
During the Past Two Years by
ROBERT A. G. MONKS and affiliated entities
- ------------------------------------ -------------------- ---------------------
Date Type of Transaction Shares
==================================== ==================== =====================
October 18, 2000 Purchase 4,500 (Common Stock)
- ------------------------------------ -------------------- ---------------------
Purchases and Sales of the Company's Common Stock
During the Past Two Years by
JOHN P. M. HIGGINS
- ------------------------------------ -------------------- ---------------------
Date Type of Transaction Shares
==================================== ==================== =====================
October 18, 2000 Purchase 4,500 (Common Stock)
- ------------------------------------ -------------------- ---------------------
December 22, 2000 Purchase 1,000 (Preferred)
- ------------------------------------ -------------------- ---------------------
Purchases and Sales of the Company's Common Stock
During the Past Two Years by
ROBERT B. HOLMES
- ------------------------------------ -------------------- ---------------------
Date Type of Transaction Shares
==================================== ==================== =====================
March 12, 2001 Purchase 10,000 (Common Stock)
- ------------------------------------ -------------------- ---------------------
Important
Your vote is important, regardless of the number of shares you own. Please vote
as recommended by the Concerned Stockholders by taking these few easy steps:
(a) If your shares are registered in your own name(s), please sign, date
and promptly mail the enclosed BLUE Proxy Card in the postage-paid
envelope provided.
(b) If your shares are held in the name of a brokerage firm, bank nominee
or other institution, only it can sign a BLUE Proxy Card with respect
to your shares and only after receiving your specific instructions.
Accordingly, please sign, date and promptly mail the enclosed BLUE
Proxy Card (or voting instruction form) you received from the brokerage
firm, bank nominee or other institutions in whose name your shares are
held in the postage-paid envelope provided. Please do so for each
account you maintain. To ensure that your shares are voted, you should
also contact the person responsible for your account and give
instructions for a BLUE Proxy Card to be issued representing your
shares.
(c) After signing the enclosed BLUE Proxy Card (or voting instructions
form), do not sign or return any card (or form) sent to you by
Metromedia's Board - not even as a vote of protest. Remember, only your
latest dated card will count.
If you have any questions about voting your shares or require assistance, please
call:
MACKENZIE PARTNERS, INC.
156 FIFTH AVENUE
NEW YORK, NEW YORK 10010
ATTN: LAWRENCE E. DENNEDY
(212) 929-5239 (Collect)
or
CALL TOLL-FREE
1-800-322-2885
METROMEDIA INTERNATIONAL GROUP, INC.
ANNUAL MEETING OF STOCKHOLDERS - , 2001
--------------------
PROXY
PROXY SOLICITED BY ELLIOTT ASSOCIATES, L.P. AND ELLIOTT INTERNATIONAL, L.P.
IN OPPOSITION TO THE BOARD OF DIRECTORS OF METROMEDIA INTERNATIONAL GROUP, INC.
The undersigned hereby appoints Nadav Manham and Richard Mansouri, and
each of them, the proxy or proxies of the undersigned, with full power of
substitution, to vote all shares of Common Stock of Metromedia International
Group, Inc. (the "Company") which the undersigned would be entitled to vote if
personally present at the Annual Meeting of Stockholders of the Company,
scheduled to be held on , 2001, or any other stockholders' meeting held in lieu
thereof (the "Annual Meeting"), and at any and all adjournments, postponements,
rescheduling or continuations thereof.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO DIRECTION IS INDICATED, IT
WILL BE VOTED FOR THE ELECTION OF ROBERT A. G. MONKS, JOHN P. M. HIGGINS AND
ROBERT B. HOLMES, IN FAVOR OF THE STOCKHOLDER PROPOSALS IN ITEMS 2 AND 3 AND IN
THE DISCRETION OF THE PROXIES ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE
THE ANNUAL MEETING OR ANY ADJOURNMENTS, POSTPONEMENTS, RESCHEDULINGS OR
CONTINUATIONS THEREOF.
IMPORTANT - PLEASE SIGN AND DATE ON REVERSE
THE CONCERNED STOCKHOLDERS RECOMMEND A VOTE "FOR" ITEMS 1, 2 AND 3.
1. Election of Directors to be Chosen by the Holders of Common Stock:
|_|FOR the nominee listed below |_|WITHHOLD AUTHORITY
to vote for the nominee listed below
ROBERT A. G. MONKS
|_|FOR the nominee listed below |_|WITHHOLD AUTHORITY
to vote for the nominee listed
below
JOHN P. M. HIGGINS
|_|FOR the nominee listed below
ROBERT B. HOLMES
PLEASE PROMPTLY SIGN, DATE AND MAIL THIS CARD USING THE ENCLOSED POSTAGE-PAID
Please sign exactly as your name appears on this proxy. Joint owners ENVELOPE.
IF YOU HAVE ANY QUESTIONS, OR NEED ASSISTANCE, PLEASE CALL should each sign
personally. If signing as attorney, executor, MACKENZIE PARTNERS, INC. AT
1-800-322-2885 administrator, trustee or guardian, please include your full
title.
2. Stockholder Proposal prohibiting more than 1 inside director (the
Independent Directors Proposal).
|_|FOR |_|AGAINST |_|ABSTAIN
3. Stockholder Proposal granting certain stockholders the right to
call meetings (the Stockholder Democracy Proposal)
|_|FOR |_|AGAINST |_|ABSTAIN
|_|WITHHOLD AUTHORITY
to vote for the nominee listed
below
The undersigned hereby acknowledges receipt of the Proxy Statement of
Elliott Associates, L.P. and Elliott International, L.P.
Dated: , 2001
-----------------------------------------------
(Signature)
(Signature if held Jointly)
Title or Authority:
Please sign exaclty as your name appears on this proxy. Joint owners should
each sign personally. If signing as attorney, executor, administrator, trustee
or guardian, please include your full title. Corporate proxies should be
signed by an authorized officer. If a partnership, please sign in Partnership
name by an authorized person.