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:
|_| Preliminary Proxy Statement |_| Confidential, For Use
of the Commission Only
(as permitted by
Rule 14a-6(e) (2))
|_| Definitive Proxy Statement
|X| Definitive Additional Materials
| | Soliciting Material Pursuant to Rule 14a-11 (c) or Rule 14a-12
Metromedia International Group, Inc.
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(Name of Registrant as Specified in Its Charter)
Elliott Associates, L.P. and Elliott International, L.P.
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i) (1) and
0-11.
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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,
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Contact: Richard A. Bennett Scott Sunshine/Carol Crane
Chief Activism Officer TowersGroup
Lens (212) 354-5020
(207) 775-4296 scottsunshine@towerspr.com
rbennett@lens-inc.com carolcrane@towerspr.com
OPPOSITION STOCKHOLDERS' CAMPAIGN INTENSIFIES AS
METROMEDIA PROXY CONTEST NEARS VOTE
NEW YORK, October 5, 2001 - Elliott Associates, L.P. and Elliott
International, L.P. (together "Elliott") have continued to build momentum with
their intensive stockholder outreach campaign in the remaining days of their
proxy contest with Metromedia International Group (AMEX: MMG). Elliott is
nominating two independent opposition candidates, Robert A.G. Monks and Robert
B. Holmes, to MMG's board of directors.
Elliott has launched an aggressive mail and phone campaign encouraging MMG
stockholders to vote for Mr. Monks and Mr. Holmes. Their election to MMG's board
requires the vote of the plurality of shares present in person or by proxy at
MMG's 2001 Annual Meeting scheduled for Tuesday, October 9 in New York City.
"We are pleased that Institutional Shareholder Services (ISS), the leading
independent proxy advisor, has declared its support for Elliott's board
candidates. Our candidates also have the support of CalPERS, which has listed
MMG as one of its "focus" companies for stockholder attention, and Snyder
Capital Management, one of the largest long-time stockholders of MMG, " said
Richard A. Bennett, a principal of Lens Investment Management, LLC, the
shareholder activist specialist working on behalf of Elliott in its MMG efforts.
"The successful outcome of this proxy contest rests largely with the votes of
thousands of individual stockholders who've seen the value of their MMG
ownership steadily erode. We urge all stockholders to exercise their voting
rights in support of Elliott's board candidates and stockholder proposals. Every
vote counts."
OPPOSITION STOCKHOLDERS' CAMPAIGN INTENSIFIES
As well as the election of board candidates, the Elliott proxy also puts forward
two stockholder proposals which would amend MMG's bylaws: 1) to allow no more
than one insider to serve on the board; and 2) to permit certain stockholders to
demand the calling of special meetings. Their passage requires the affirmative
vote of a majority of holders of MMG stock.
The proxy statement, which can be found on the SEC's website at www.sec.gov or
www.freeedgar.com, outlines Elliott's concerns with MMG's depressed stock price
and the direction in which MMG's Board and management are leading the company.
Elliott has engaged the services of MacKenzie Partners, Inc. as proxy solicitor.
MacKenzie Partners, at 156 Fifth Avenue, New York, can be reached by phone at
(800) 322-2885.
Metromedia International Group, Inc. is a global communications and media
company operating telephony and television businesses in Eastern Europe, the
republics of the former Soviet Union and other emerging markets. The company,
headed by Chairman John W. Kluge and CEO Stuart Subotnick, also owns the lawn
and garden equipment manufacturer Snapper, which it has called a "non-core"
asset.
Elliott Associates, L.P. and Elliott International, L.P. are institutional
investors with a collective ownership of approximately 4.0% of MMG Common Stock.
Elliott Associates is based in New York, and Elliott International is based in
the Cayman Islands. The investment activities of Elliott Associates and Elliott
International are under common management.
Founded in 1991 by Robert A.G. Monks as an investment management firm, Lens
Investment Management, LLC, was among the first fund managers to take an active
role in corporate governance. Over the past decade, Lens, which no longer
operates as a portfolio manager but rather as a specialist in investor activism,
has succeeded in increasing the value of shareholders' investment in companies
including Scott Paper, American Express, Eastman Kodak and Pioneer Group.