UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.4)
Metromedia International Group, Inc.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
591689104
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(CUSIP Number)
D.E. Shaw Laminar Portfolios, L.L.C.
Attn: Compliance Department
39th Floor, Tower 45
120 West Forty-Fifth Street
New York, NY 10036 USA
Tel: (212) 478-0000
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 15 , 2006
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box |_|.
SCHEDULE 13D
CUSIP No 591689104
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
D.E. Shaw Laminar Portfolios, L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER 7 SOLE VOTING POWER
OF 0
SHARES
BENEFI- 8 SHARED VOTING POWER
CIALLY 6,813,000
OWNED
BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
6,813,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,813,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.2%
14 TYPE OF REPORTING PERSON
OO
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
D.E. Shaw & Co., L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER 7 SOLE VOTING POWER
OF 0
SHARES
BENEFI- 8 SHARED VOTING POWER
CIALLY 6,813,000
OWNED
BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
6,813,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,813,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.2%
14 TYPE OF REPORTING PERSON
IA, PN
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
D.E. Shaw & Co., L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER 7 SOLE VOTING POWER
OF 0
SHARES
BENEFI- 8 SHARED VOTING POWER
CIALLY 6,813,000
OWNED
BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
6,813,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,813,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.2%
14 TYPE OF REPORTING PERSON
OO
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
David E. Shaw
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER 7 SOLE VOTING POWER
OF 0
SHARES
BENEFI- 8 SHARED VOTING POWER
CIALLY 6,813,000
OWNED
BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
6,813,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,813,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.2%
14 TYPE OF REPORTING PERSON
IN
This Amendment No.4 is filed with respect to the shares of the common
stock, $0.01 par value (the "Common Stock"), of Metromedia International Group,
Inc., a Delaware corporation ("Issuer"), beneficially owned by the Reporting
Persons (as defined below) as of December 18, 2006 and amends and restates the
Schedule 13D filed originally on October 10, 2006, as amended and/or restated on
October 20, 2006, November 22, 2006 and December 8, 2006 with respect to the
Reporting Persons (collectively, the "Schedule 13D").
Item 1. Security and Issuer
This statement on Schedule 13D relates to the common stock, par value $0.01
per share (the "Common Stock"), of Metromedia International Group, Inc., a
Delaware corporation ("Issuer"). The principal executive offices of Issuer are
located at 8000 Tower Point Drive, Charlotte, North Carolina 28227.
Item 2. Identity and Background
(a). NAME
The names of the persons filing this statement on Schedule 13D (the
"Reporting Persons") are:
- D. E. Shaw Laminar Portfolios, L.L.C. ("Laminar")
- D. E. Shaw & Co., L.P. ("DESCO LP")
- D. E. Shaw & Co., L.L.C. ("DESCO LLC")
- David E. Shaw
(b). RESIDENCE OR BUSINESS ADDRESS
The principal address and principal office, as applicable, for each of the
Reporting Persons is 120 West Forty-Fifth Street, Floor 39, Tower 45, New York,
New York 10036.
(c). PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND THE NAME, PRINCIPAL
BUSINESS AND ADDRESS OF ANY CORPORATION OR OTHER ORGANIZATION IN WHICH SUCH
EMPLOYMENT IS CONDUCTED
The principal business of Laminar is that of a limited liability company
focusing primarily on credit opportunities-related investment strategies.
Laminar does not have any executive officers or directors. The principal
business of DESCO LP is to act as an investment adviser to certain funds,
including, without limitation, Laminar. The principal business of DESCO LLC is
to act as managing member to certain funds, including, without limitation,
Laminar. D. E. Shaw & Co., Inc., a Delaware corporation ("DESCO Inc."), is the
general partner of DESCO LP. D. E. Shaw & Co. II, Inc., a Delaware corporation
("DESCO II, Inc."), is the managing member of DESCO LLC. David E. Shaw is the
president and sole shareholder of DESCO Inc. and DESCO II, Inc.
(d), (e). CRIMINAL CONVICTIONS; CIVIL PROCEEDINGS
During the last five years, none of the Reporting Persons has: (i) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations or prohibiting activities subject to federal or state securities laws
or finding any violation of such laws.
(f). CITIZENSHIP
Laminar is a Delaware limited liability company. DESCO LP is a Delaware
limited partnership. DESCO LLC is a Delaware limited liability company. David E.
Shaw is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration
In acquiring its shares of Common Stock, Laminar expended approximately
$6,614,243 (excluding commissions) of its working capital.
Item 4. Purpose of Transaction
On October 5, 2006, the Reporting Persons became a party to a verbal,
non-binding among Esopus Creek Value, LP ("Esopus") and other parties (the
"Shareholder Group") pursuant to which the parties agreed to oppose the proposed
sale and bankruptcy transaction involving Salford Gerogia and other potential
members of a consortium (the "Proposed Transaction") and to support nominations
for directors and proposals submitted by Esopus to be voted on at the 2006
Annual Meeting of Stockholders (the "Annual Meeting") held on December 15, 2006.
The nominees and proposals were later withdrawn by Esopus.
On November 18, 2006, the Issuer announced the abandonment of the Proposed
Transaction. On December 15, 2006, the Issuer held the Annual Meeting and also
announced the termination of certain lock-up and voting agreements previously
entered into between the Issuer and representatives of approximately 80% of the
holders of the Issuer's preferred stock. Following the Annual Meeting, the
Reporting Persons elected to withdraw from the Shareholder Group.
If the Issuer announces a new proposed transaction that proposes to sell
substantially all of the assets of the Issuer and such newly proposed
transaction is not structured in a manner acceptable to the Reporting Persons,
the Reporting Persons reserve the right to solicit proxies to oppose such new
transaction or take such other actions as the Reporting Persons deem
appropriate. The Reporting Persons also reserve the right to engage in a proxy
solicitation with respect to the election of directors or any other proposed
sale or similar transaction at a future date and to continue to acquire and/or
dispose of securities of the Issuer, to pursue litigation against the Issuer,
its directors and/or its officers, to recommend to management strategic
alternatives, and to take any other appropriate actions in furtherance of their
interests as stockholders of the Issuer.
Item 5. Interest in Securities of the Issuer
(a). The Reporting Persons beneficially own 6,813,000 shares of Common
Stock, representing 7.2% of the outstanding shares of Common Stock.
(b). The Reporting Persons share the power to vote and to direct the vote
and the power to dispose and to direct the disposition of the 6,813,000 shares
of Common Stock beneficially owned by the Reporting Persons.
DESCO LP, as Laminar's investment adviser, and DESCO LLC, as Laminar's
managing member, may be deemed to have the shared power to vote or direct the
vote of (and the shared power to dispose or direct the disposition of) the
6,813,000 shares of Common Stock beneficially owned by Laminar. As managing
member of DESCO LLC, DESCO II, Inc. may be deemed to have the shared power to
vote or to direct the vote of (and the shared power to dispose or direct the
disposition of) the 6,813,000 shares of Common Stock beneficially owned by
Laminar. As general partner of DESCO LP, DESCO, Inc. may be deemed to have the
shared power to vote or to direct the vote of (and the shared power to dispose
or direct the disposition of) the 6,813,000 shares of Common Stock beneficially
owned by Laminar. None of DESCO LP, DESCO LLC, DESCO, Inc., or DESCO II, Inc.,
owns any shares of Common Stock of the Issuer directly and each such entity
disclaims beneficial ownership of the 6,813,000 shares of Common Stock
beneficially owned by Laminar.
David E. Shaw does not own any shares of Common Stock directly. By virtue
of David E. Shaw's position as president and sole shareholder of DESCO, Inc.,
which is the general partner of DESCO LP, and by virtue of David E. Shaw's
position as president and sole shareholder of DESCO II, Inc., which is the
managing member of DESCO LLC, David E. Shaw may be deemed to have the shared
power to vote or direct the vote of (and the shared power to dispose or direct
the disposition of) the 6,813,000 shares of Common Stock owned by Laminar and,
therefore, David E. Shaw may be deemed to be the indirect beneficial owner of
such shares. David E. Shaw disclaims beneficial ownership of the 6,813,000
shares of Common Stock beneficially owned by Laminar
(c). No transactions in the Issuer's Common Stock were effected by the
Reporting Persons during the past sixty days.
(d). No person other than the Reporting Persons and the investment funds
and accounts under their management is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of,
the Shares.
(e). Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
See Item 4 regarding the verbal, non-binding agreement previously entered
into by the Reporting Persons (and from which the Reporting Persons withdrew on
December 15, 2006).
Item 7. Material to Be Filed as Exhibits
The following documents are filed as exhibits:
Exhibit 1: Joint Filing Agreement
Exhibits 2 and 3: Powers of Attorney
Signature
After reasonable inquiry and to the best of each of the undersigned's
knowledge and belief, each of the undersigned, severally and not jointly,
certifies that the information set forth in this statement is true, complete and
correct. Powers of Attorney, dated February 24, 2004, granted by David E. Shaw
in favor of Anne Dinning, Julius Gaudio, Lou Salkind, Stuart Steckler and Eric
Wepsic are attached hereto as Exhibit 2 and Exhibit 3 and incorporated herein by
reference.
Dated: December 19, 2006, 2006
D.E. SHAW LAMINAR PORTFOLIOS, L.L.C.
BY: D.E. SHAW & CO., L.L.C.,
as managing member
By: /s/ Julius Gaudio
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Name: Julius Gaudio
Title: Managing Member
D.E. SHAW & CO., L.P.
By: /s/ Julius Gaudio
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Name: Julius Gaudio
Title: Managing Member
D.E. SHAW & CO., L.L.C.
By: /s/ Julius Gaudio
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Name: Julius Gaudio
Title: Managing Member
DAVID E. SHAW
By: /s/ Julius Gaudio
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Name: Julius Gaudio
Title: Attorney-in-Fact for David E. Shaw
Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of
1934, as amended, each of the undersigned Reporting Persons hereby agrees to the
joint filing, along with all other such Reporting Persons, on behalf of each of
them, of a statement on Schedule 13D (including amendments thereto) with respect
to the common stock, $0.01 par value, of Metromedia International Group, Inc.,
and that this Agreement be included as an Exhibit to such joint filing. This
Agreement may be executed in any number of counterparts, all of which taken
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, each of the undersigned hereby executes this Agreement
as of this 19th day of August, 2006.
D.E. SHAW LAMINAR PORTFOLIOS, L.L.C.
BY: D.E. SHAW & CO., L.L.C.,
as managing member
By: /s/ Julius Gaudio
-------------------
Name: Julius Gaudio
Title: Managing Member
D.E. SHAW & CO., L.P.
By: /s/ Julius Gaudio
-------------------
Name: Julius Gaudio
Title: Managing Member
D.E. SHAW & CO., L.L.C.
By: /s/ Julius Gaudio
-------------------
Name: Julius Gaudio
Title: Managing Member
DAVID E. SHAW
By: /s/ Julius Gaudio
--------------------------------------
Name: Julius Gaudio
Title: Attorney-in-Fact for David E. Shaw
Exhibit 2
POWER OF ATTORNEY
FOR CERTAIN FILINGS
UNDER THE SECURITIES EXCHANGE ACT OF 1924
I, David E. Shaw, hereby make, constitute and appoint each of:
Anne Dinning,
Julius Gaudio,
Lou Salkind,
Stuart Steckler, and
Eric Wepsic,
acting individually, as my agent and attorney-in-fact, with full power of
substitution, for the purpose of, from time to time, executing in my name and/or
my capacity as President of D. E. Shaw & Co., Inc. (acting for itself or as the
general partner of D. E. Shaw & Co., L. P. and general partner or managing
member of other entities, any which in turn may be acting for itself or other
entities) all documents, certificates, instruments, statement, other filings,
and amendments to the forgoing (collectively, "documents") determined by such
person to be necessary or appropriate to comply with ownership or control-person
reporting requirements imposed by any United States or non-United States
governmental or regulatory authority, including without limitation Forms 3, 4,
5, 13D, 13F, and 13G required to be filed with the Securities and Exchange
Commission; and delivering, furnishing or filing any such documents with the
appropriate governmental or regulatory authority. Any such determination shall
be conclusively evidenced by such person's execution, delivery, furnishing,
and/or filing of the applicable document.
This power of attorney shall be valid from the date hereof and replaces the
power granted on February 5, 2001, which is hereby cancelled.
IN WITNESS HEREOF, I have executed this instrument as of the date set forth
below.
Date: February 24, 2004
DAVID E. SHAW, as President of
D. E. Shaw & Co., Inc.
/s/ David E. Shaw
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David E. Shaw
New York, New York
Exhibit 3
POWER OF ATTORNEY
FOR CERTAIN FILINGS
UNDER THE SECURITIES EXCHANGE ACT OF 1934
I, David E. Shaw, hereby make, constitute and appoint each of:
Anne Dinning,
Julius Gaudio,
Lou Salkind,
Stuart Steckler, and
Eric Wepsic,
acting individually, as my agent and attorney-in-fact, with full power of
substitution, for the purpose of, from time to time, executing in my name and/or
my capacity as President of D. E. Shaw & Co. II, Inc. (acting for itself and as
the managing member of D. E. Shaw & Co., L.L.C., which in turn may be acting for
itself or as the managing member of other companies) all documents,
certificates, instruments, statement, other filings and amendments to the
forgoing (collectively, "documents") determined by such person to be necessary
or appropriate to comply with ownership or control-person reporting requirements
imposed by any United States or non-United States governmental or regulatory
authority, including without limitation Forms 3, 4, 5, 13D, 13F and 13G required
to be filed with the Securities and Exchange Commission; and delivering,
furnishing or filing any such documents with the appropriate governmental or
regulatory authority. Any such determination shall be conclusively evidenced by
such person's execution and delivery, furnishing or filing of the applicable
document.
This power of attorney shall be valid from the date hereof and replaces the
power granted on February 5, 2001, which is hereby cancelled.
IN WITNESS HEREOF, I have executed this instrument as of the date set forth
below.
Date: February 24, 2004
DAVID E. SHAW, as President of
D. E. Shaw & Co. II, Inc.
/s/ David E. Shaw
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David E. Shaw
New York, New York