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Mig, Inc. – ‘PREC14A’ on 8/27/01 re: Mig, Inc.

On: Monday, 8/27/01 · Accession #: 891554-1-504682 · File #: 1-05706

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 8/27/01  Mig, Inc.                         PREC14A                1:102K Mig, Inc.                         Document Techs Inc/FA

Preliminary Proxy Solicitation Material — Contested Solicitation — Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PREC14A     Preliminary Proxy Solicitation Material --            33    154K 
                          Contested Solicitation

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Audit Committee Report Certain Relationships and Related Transactions Compensation Committee Report on Compensation Metromedia International Group, Inc Performance Graph Proposal No. 1 -- Election of Directors
1	1st Page - Filing Submission
"	Metromedia International Group, Inc
11	Audit Committee Report
14	Certain Relationships and Related Transactions
16	Compensation Committee Report on Compensation
18	Performance Graph
19	Proposal No. 1 -- Election of Directors

PREC14A 1st Page of 33 TOC ↑Top Previous Next ↓Bottom Just 1st
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. 1)

Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]

Check the appropriate box:

[X] Preliminary Proxy Statement [_] Soliciting Material Under Rule
[_] Confidential, For Use of the 14a-12
Commission Only (as permitted
by Rule 14a-6(e)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials

Metromedia International Group, Inc.
(Name of Registrant as Specified In Its Charter)

--------------------------------------------------------------------------------
(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)(4) 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 was 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:

________________________________________________________________________________

PREC14A 2nd Page of 33 TOC 1st Previous Next ↓Bottom Just 2nd
Metromedia International Group, Inc.
[LOGO] One Meadowlands Plaza
East Rutherford, New Jersey 07073-2137

September [6], 2001

Dear Stockholder:

On behalf of the Board of Directors, I wish to extend to you a cordial
invitation to attend the Annual Meeting of Stockholders of Metromedia
International Group, Inc., which will be held on Tuesday, October 9, 2001, on
the Concourse Level, 1285 Avenue of the Americas, New York, New York 10019 at
11:00 a.m. Eastern time. I look forward to greeting as many stockholders as
possible at the Annual Meeting.

Proposals. At the Annual Meeting, you will be asked:

o to elect three Class III directors for a three-year term ending in the
year 2004;

o to ratify the selection of KPMG LLP as our independent accountants for
the fiscal year ending December 31, 2001;

o to vote upon a proposal submitted by one of our stockholders to
request that the Board of Directors amend our certificate of
incorporation to allow stockholders to take action by written consent
and to call special meetings;

o to vote upon a proposal submitted by one of our stockholders to amend
our by-laws to limit the number of "inside" directors on our Board of
Directors to one person;

o to vote upon a proposal submitted by one of our stockholders to urge
our Board of Directors to take the steps necessary to reorganize
itself into one class; and

o to vote upon any other matters that may properly come before the
Annual Meeting.

It is important that your shares be represented at the Annual Meeting,
whether or not you are able to attend. Accordingly, you are urged to sign, date
and mail the enclosed proxy promptly. If you later decide to attend the Annual
Meeting, you may revoke your proxy and vote in person.

Thank you for your time and consideration.

Sincerely,

Stuart Subotnick
Vice Chairman, President and
Chief Executive Officer

PREC14A 3rd Page of 33 TOC 1st Previous Next ↓Bottom Just 3rd
METROMEDIA INTERNATIONAL GROUP, INC.
One Meadowlands Plaza
East Rutherford, New Jersey 07073-2137

------------------

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER 9, 2001

------------------

TO THE STOCKHOLDERS OF
METROMEDIA INTERNATIONAL GROUP, INC.:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
Metromedia International Group, Inc., a Delaware corporation, will be held on
Tuesday, October 9, 2001, at 11:00 a.m., Eastern time, on the Concourse Level,
1285 Avenue of the Americas, New York, New York 10019 for the purpose of
considering and acting upon the following:

1. The election of three members to our Board of Directors to serve a
three-year term as Class III directors;

2. The ratification of the selection of KPMG LLP as our independent
accountants for the fiscal year ending December 31, 2001;

3. The proposal submitted by one of our stockholders to request that our
Board of Directors amend our certificate of incorporation to allow
stockholders to take action by written consent and to call special
meetings;

4. The proposal submitted by one of our stockholders to amend our by-laws
to limit the number of "inside" directors on our Board of Directors to
one person;

5. The proposal submitted by one of our stockholders to urge our Board of
Directors to take the steps necessary to reorganize itself into one
class; and

6. The transaction of such other business as may properly come before the
Annual Meeting or any adjournment of the Annual Meeting.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE
"FOR" PROPOSALS NO. 1 AND NO. 2 AND "AGAINST" PROPOSALS NO. 3, NO. 4 AND NO. 5
TO BE PRESENTED TO THE STOCKHOLDERS AT THE ANNUAL MEETING.

Only stockholders of record at the close of business on August 31, 2001
will be entitled to notice of, and to vote at, the Annual Meeting or any
adjournment of the Annual Meeting. The Annual Meeting may be adjourned from time
to time without notice other than by announcement at the Annual Meeting. A list
of stockholders entitled to vote at the Annual Meeting will be available for
inspection by any stockholder, for any reason germane to the Annual Meeting,
during ordinary business hours during the ten days prior to the Annual Meeting
at the law offices of Paul, Weiss, Rifkind, Wharton & Garrison, 1285 Avenue of
the Americas, New York, New York 10019. If you wish to view the list of
stockholders, please contact our Corporate Secretary's office at 201-531-8000.

We hope that you will be able to attend the Annual Meeting in person.
However, whether or not you plan to attend the Annual Meeting in person, please
complete, sign, date and mail the enclosed proxy in the return envelope to
assure that your shares are represented and voted at the Annual Meeting. If you
do attend the Annual Meeting, you may revoke your proxy if you wish and vote
your shares in person.

Thank you for your cooperation and continued support.

By Order of the Board of Directors.

David A. Persing
Secretary

East Rutherford, New Jersey
September [6], 2001

PREC14A 4th Page of 33 TOC 1st Previous Next ↓Bottom Just 4th
--------------------------------------------------------------------------------
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING REGARDLESS OF THE
NUMBER OF SHARES YOU HOLD IN ORDER THAT A QUORUM MAY BE ASSURED, WHETHER OR NOT
YOU PLAN TO BE PRESENT AT THE MEETING IN PERSON. PLEASE COMPLETE, SIGN, DATE AND
MAIL THE ENCLOSED PROXY IN THE ACCOMPANYING RETURN ENVELOPE (TO WHICH NO POSTAGE
NEED BE AFFIXED BY THE SENDER IF MAILED WITHIN THE UNITED STATES). IF YOU
RECEIVE MORE THAN ONE PROXY BECAUSE YOUR SHARES ARE REGISTERED IN DIFFERENT
NAMES OR ADDRESSES, EACH SUCH PROXY SHOULD BE SIGNED, DATED AND RETURNED TO
ASSURE THAT ALL OF YOUR SHARES WILL BE VOTED. THE PROXY SHOULD BE SIGNED BY ALL
REGISTERED HOLDERS EXACTLY AS THE STOCK IS REGISTERED.
--------------------------------------------------------------------------------

PREC14A 5th Page of 33 TOC 1st Previous Next ↓Bottom Just 5th
METROMEDIA INTERNATIONAL GROUP, INC.

-----------------

ONE MEADOWLANDS PLAZA
EAST RUTHERFORD, NJ 07073-2137

-----------------

PROXY STATEMENT
FOR AN ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER 9, 2001

PRELIMINARY COPY

-----------------

This proxy statement is being furnished to the holders of shares of common
stock, par value $1.00 per share, of Metromedia International Group, Inc., a
Delaware corporation, in connection with the solicitation of proxies by our
Board of Directors for use at the Annual Meeting of our Stockholders to be held
at 11:00 a.m., Eastern time, on Tuesday, October 9, 2001 on the Concourse Level,
1285 Avenue of the Americas, New York, New York 10019, and any adjournments of
the Annual Meeting. This proxy statement and the accompanying proxy card, notice
of Annual Meeting of Stockholders and the exhibits, if any, are first being
mailed to our stockholders on or about September [6], 2001.

INFORMATION REGARDING THE ANNUAL MEETING

Proposals. At the Annual Meeting, our stockholders will be asked:

o to vote upon the election of three members to our Board of Directors
to serve a three-year term as Class III directors (Proposal No. 1);

o to ratify the selection of KPMG LLP as our independent accountants for
the fiscal year ending December 31, 2001 (Proposal No. 2);

o to vote upon a proposal submitted by one of our stockholders to
request that the Board of Directors amend our certificate of
incorporation to allow our stockholders to take action by written
consent and to call special meetings (Proposal No. 3);

o to vote upon a proposal submitted by one of our stockholders to amend
our by-laws to limit the number of "inside" directors on our Board of
Directors to one person (Proposal No. 4);

o to vote upon a proposal submitted by one of our stockholders to urge
our Board of Directors take the steps necessary to reorganize itself
into one class (Proposal No. 5); and

o to vote on any other matters that may properly come before the Annual
Meeting.

This Annual Meeting is very important to all of our stockholders in light
of an attempt by Elliott Associates, L.P. and Elliott International, L.P.
(together, the "Elliott Group") to elect two new members to our Board of
Directors. The Board unanimously recommends that you vote "FOR" the election of
the Board's nominees on the enclosed WHITE proxy card. We urge you not to vote
for any individuals nominated by the Elliott Group.

PREC14A 6th Page of 33 TOC 1st Previous Next ↓Bottom Just 6th
If you have previously signed a proxy card sent to you by the Elliott
Group, you can revoke that proxy by signing, dating and mailing the enclosed
WHITE proxy card in the envelope provided.

Record Date; Quorum. Only holders of record of common stock as of the close
of business on August 31, 2001, the record date, will be entitled to notice of,
and to vote at, the Annual Meeting. As of the record date, there were
approximately [94,034,937] shares of common stock outstanding and entitled to
vote at the Annual Meeting, held by approximately [6,792] stockholders of
record, with each share entitled to one vote. The presence, in person or by
proxy, of a majority of the outstanding shares of common stock is necessary to
constitute a quorum at the Annual Meeting. Except with respect to broker
non-votes, the consequences of which are described below, shares of common stock
represented by proxies marked "ABSTAIN" for any proposal presented at the Annual
Meeting and shares of common stock held by persons in attendance at the Annual
Meeting who abstain from voting on any such proposal will be counted for
purposes of determining the presence of a quorum but will not be voted for or
against such proposal. Because of the vote required (see below) to approve the
proposals presented at the Annual Meeting, abstentions will have the effect of a
vote against such proposal, other than the proposal related to the election of
directors. Shares as to which a broker indicates it has no discretion to vote
and which are not voted will be considered not present at such meeting for
purposes of proposals presented at the Annual Meeting. With respect to the
election of directors, abstentions and broker non-votes will be disregarded and
will have no effect on the vote. Because of the vote required to approve
Proposal No. 4, broker non-votes with respect to such proposal will have the
effect of a vote against Proposal No. 4, and because of the vote required to
approve the other proposals at the Annual Meeting, broker non-votes will have no
effect on the outcome of the vote on any of such other proposals.

Vote Required. The affirmative vote of the holders of a majority of shares
of common stock present in person or represented by proxy at the Annual Meeting
will be required to approve and adopt each of the matters identified in this
proxy statement as being presented to holders of shares of common stock at the
Annual Meeting (other than Proposal No. 4 and the election of directors), each
of which will be voted upon separately at the Annual Meeting. The affirmative
vote of the holders of a majority of all of the issued and outstanding shares of
common stock (whether or not represented in person or by proxy at the Annual
Meeting) is required to approve Proposal No. 4 . The affirmative vote of the
holders of a plurality of shares of common stock present in person or
represented by proxy at the Annual Meeting will be required to elect each of the
Class III directors to our Board of Directors.

Stockholders who hold their shares through an intermediary must provide
instructions on voting as requested by their banks or brokers. Votes cast by
proxy or in person at the Annual Meeting will be tabulated by one or more
inspectors of election appointed by our Board of Directors. These inspectors of
election will also determine whether a quorum is present for the transaction of
business.

Proxies. All properly executed proxy cards delivered pursuant to this
solicitation and not revoked will be voted at the Annual Meeting in accordance
with the directions given. In voting by proxy with regard to the election of
directors, our stockholders may vote in favor of all nominees, withhold their
votes as to all nominees or withhold their votes as to specific nominees. With
regard to other proposals, our stockholders may vote in favor of each proposal
or against each proposal, or in favor of some proposals and against others, or
may abstain from voting on any or all proposals. Stockholders should specify
their respective choices on the accompanying proxy card.

If no specific instructions are given with regard to the matters to be
voted upon, the shares of common stock represented by a signed proxy card will
be voted "FOR" Proposals No. 1 and No. 2 and "AGAINST" Proposals No. 3, No. 4
and No. 5 listed on the proxy card or may be used to adjourn or postpone the
Annual Meeting, subject to applicable laws, regulations and court orders. If any
other matters properly come before the Annual Meeting of which we had not
received notice a reasonable time before we began mailing this proxy statement
and the accompanying proxy card, the persons named as proxies will vote upon
such matters according to their judgment.

Revocation of Proxies. All proxy cards delivered pursuant to this
solicitation are revocable at any time prior to the Annual Meeting at the option
of the persons executing them by giving written notice to the Secretary, by
delivering a later dated proxy card or by voting in person at the Annual
Meeting. All written notices of revocation and other communications with respect
to revocations of proxies should be addressed to: Metromedia International
Group, Inc., One Meadowlands Plaza, East Rutherford, NJ 07073-2137, Attention:
Secretary.

PREC14A 7th Page of 33 TOC 1st Previous Next ↓Bottom Just 7th
Solicitation of Proxies. Proxies will initially be solicited by us by mail,
but directors, officers and regular full time, management level employees may
solicit proxies from stockholders personally or by telephone, facsimile,
telegraph, advertisement or the Internet. Such directors, officers and employees
will not receive any additional compensation for such solicitation. We have
engaged Georgeson Shareholder Communications Inc. ("Georgeson Shareholder") to
assist us in the solicitation of proxies at the Annual Meeting. We will pay
Georgeson Shareholder a fee not to exceed $120,000. We will also request
brokerage houses, nominees, fiduciaries and other custodians to forward
soliciting materials to beneficial owners, and we will reimburse such persons
for their reasonable expenses incurred in doing so. The total amount of fees and
expenses estimated to be spent and the total expenditures to date in connection
with the solicitation of stockholders (including the fee payable to Georgeson
Shareholder) are $375,000 and $40,000, respectively. All expenses incurred in
connection with the solicitation of proxies will be borne by us.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE
"FOR" PROPOSALS NO. 1 AND NO. 2 AND "AGAINST" PROPOSALS NO. 3, NO. 4 AND NO. 5
TO BE PRESENTED TO STOCKHOLDERS AT THE ANNUAL MEETING.

Our common stock is listed on the American Stock Exchange ("AMEX") under
the symbol "MMG." On [August 31], 2001, the closing sale price for the common
stock as reported by the AMEX was $[2.41] per share.

This proxy statement and the accompanying proxy card are being mailed to
our stockholders on or about September [6], 2001.

The date of this proxy statement is September [6], 2001.

We are subject to the informational requirements of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and in accordance therewith file
reports, proxy statements, and other information with the Securities and
Exchange Commission. Such reports, proxy statements and other information may be
inspected without charge at, and copies thereof may be obtained at prescribed
rates from, the public reference facilities of the Securities and Exchange
Commission's principal office at 450 Fifth Street, N.W., Washington, D.C. 20549,
and at the Securities and Exchange Commission's regional offices, at 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661, and 7 World Trade Center,
Suite 1300, New York, New York 10048. The Securities and Exchange Commission
maintains a web site that contains reports, proxy and information statements,
and other information regarding registrants (such as Metromedia International
Group, Inc.) that file electronically with the Securities and Exchange
Commission. The address of such site is: http://www.sec.gov. In addition, the
common stock is traded on the AMEX, and copies of reports, proxy statements and
other information can be inspected at the offices of the AMEX, 86 Trinity Place,
New York, New York 10006.

RECENT DEVELOPMENTS

On November 8, 2000, our Board of Directors authorized our management to
evaluate structural alternatives to separate our Snapper, Metromedia China
Corporation and radio and cable businesses from our telephony assets as a means
to maximize stockholder value. These alternatives may include sales of some or
all of these assets to third parties or the spin-off of some or all of these
assets as independent companies to our stockholders. On March 1, 2001, we
engaged Salomon Smith Barney and ING Barings, two independent internationally
recognized investment banking firms, to advise us on the various alternatives.

Although we are engaged in discussions regarding the restructuring with our
bondholders and Snapper's banks, our Board of Directors has not approved any
definitive transaction. Any final action remains subject to a number of
conditions in addition to final Board approval, including, for certain
transactions, obtaining the consent of our bondholders and preferred
stockholders and Snapper's banks. In addition, the implementation of certain
transactions may require the approval of our stockholders. Stockholders are not
being asked to approve any such restructuring transaction at the Annual Meeting.
If implementation of any such restructuring transaction requires stockholder
approval, we will provide a separate proxy statement describing the tranascation
in appropriate detail. Although we have engaged in discussions with certain of
our bondholders concerning the proposed restructuring, these bondholders have
not as of yet agreed to the terms of the proposed restructuring, thereby raising
doubt as to our ability to consummate the restructuring. As a result, all
information in this proxy statement and our Annual Report which accompanies this
proxy statement has been prepared assuming we continue to operate each of our
lines of businesses. We do not currently believe that any spin-off of any of our
businesses could be accomplished on a tax-free basis.

SECURITY OWNERSHIP

Security Ownership of Certain Beneficial Owners

The following table sets forth, as of August [27], 2001, certain
information regarding each person, including any "group" as that term is used in
Section 13(d)(3) of the Securities Exchange Act of 1934, known to own
"beneficially" as such term is defined in Rule 13d-3 under the Exchange Act,
more than 5% of our outstanding common stock. In accordance with the rules
promulgated by the Securities and Exchange Commission, such ownership includes
shares currently owned as well as shares which the named person has the right to
acquire beneficial ownership of within 60 days, including shares which the named
person has the right to acquire through the exercise of any option, warrant or
right, or through the conversion of a security. Accordingly, more than one
person may be deemed to be a beneficial owner of the same securities.

PREC14A 8th Page of 33 TOC 1st Previous Next ↓Bottom Just 8th
[Enlarge/Download Table]

Number of Shares of Percentage of
Common Stock Outstanding
Name and Address of Beneficial Owner Beneficially Owned (1) Common Stock
------------------------------------ ---------------------- ---------------

Metromedia Company..................................................... 7,989,206 [8.5]%
One Meadowlands Plaza
East Rutherford, NJ 07073

John W. Kluge.......................................................... 18,736,669(2) [19.6]
810 Seventh Avenue
New York, New York 10019

Stuart Subotnick....................................................... 19,050,994(2) [19.9]
810 Seventh Avenue
New York, New York 10019

News PLD LLC .......................................................... 9,136,744(3) [9.7]
1211 Avenue of the Americas
New York, New York 10036

Snyder Capital Management, L.P......................................... 8,636,701(4) [9.2]
350 California Street, Suite 1460
San Francisco, California 94104-1436

-------------
(1) Unless otherwise indicated by footnote, the named persons have sole voting
and investment power with respect to the shares of common stock
beneficially owned.

(2) The amount set forth in the table above includes 12,415,455 shares
beneficially owned by Mr. Kluge and Mr. Subotnick through Metromedia
Company, a Delaware general partnership beneficially owned and controlled
by Messrs. Kluge and Subotnick (7,989,206 shares), and through Met Telcell,
Inc. ("Met Telcell") (4,426,249 shares), a corporation owned and controlled
by Mr. Kluge and Mr. Subotnick, and 5,271,214 shares of common stock owned
directly by a trust affiliated with Mr. Kluge (which include 200,000 shares
of 7.25% cumulative convertible preferred stock, which are currently
convertible into 666,666 shares of common stock), and 314,325 shares of
common stock owned directly by Mr. Subotnick. Mr. Subotnick serves as
trustee of trusts affiliated with Mr. Kluge and disclaims beneficial
ownership of the shares owned by those trusts. The amounts shown for
Messrs. Kluge and Subotnick also include options to acquire 1,050,000
shares of common stock which are currently exercisable owned by each of
Messrs. Kluge and Subotnick.

(3) Pursuant to a report on Schedule 13D filed with the Securities and Exchange
Commission on October 8, 1999 by (i) The News Corporation Limited, a South
Australia, Australia corporation, with its principal executive office
located at 2 Holt Street, Sydney, New South Wales 2010, Australia, (ii)
News America Incorporated, a Delaware corporation, with its principal
executive office located at 1211 Avenue of the Americas, New York, New York
10036, (iii) News PLD LLC, a Delaware limited liability company, with its
principal executive office located at 1211 Avenue of the Americas, New
York, New York 10036, and (iv) K. Rupert Murdoch, a United States citizen,
with his business address at 10201 West Pico Boulevard, Los Angeles, CA
90035. News PLD LLC primarily holds, manages and otherwise deals with The
News Corporation affiliates' investment in our company.

(4) Pursuant to a report on Schedule 13D/A filed with the Securities and
Exchange Commission on January 11, 2001 by Snyder Capital Management, L.P.

The foregoing information is based on a review, as of August [27], 2001, by
us of statements filed with the Securities and Exchange Commission under
Sections 13(d) and 13(g) of the Exchange Act. To our knowledge, except as set
forth above, no person owns beneficially more than 5% of our outstanding common
stock.

PREC14A 9th Page of 33 TOC 1st Previous Next ↓Bottom Just 9th
Securities Beneficially Owned by Directors and Executive Officers

The following table sets forth the beneficial ownership of common stock as
of August [27], 2001 with respect to (i) each director and director nominee,
(ii) each named executive officer and (iii) all directors and executive officers
as a group.

[Enlarge/Download Table]

Number of Shares of Percentage of
Common Stock Outstanding
Name of Beneficial Owner Beneficially Owned (1) Common Stock
------------------------ ---------------------- ---------------

John P. Imlay, Jr................................................ 104,000(2)(3) *

Clark A. Johnson................................................. 283,500(3)(4) *

Silvia Kessel.................................................... 253,085(5) *

John W. Kluge.................................................... 18,736,669(6)(7) [19.5]%

Vincent D. Sasso, Jr............................................. 75,000(8) *

Stuart Subotnick................................................. 19,050,994(6)(7) [19.7]

Arnold L. Wadler................................................. 265,415(5) *

Leonard White.................................................... 69,000(3)(9) *

John S. Chalsty.................................................. 0 *

I. Martin Pompadur............................................... 50,000(10) *

All Directors and Executive Officers as a group (11 persons)..... 20,971,079(11) [21.4]

-------------
* Holdings do not exceed one percent of the total outstanding shares of
common stock.

(1) Unless otherwise indicated by footnote, the named individuals have sole
voting and investment power with respect to the shares of common stock
beneficially owned.

(2) Includes currently exercisable options to acquire 75,000 shares of common
stock at an exercise price of $9.31 per share issued under the Metromedia
International Group, Inc. 1996 Incentive Stock Plan. The 1996 Incentive
Stock Plan was approved by our stockholders at our 1996 Annual Meeting of
Stockholders.

(3) Includes currently exercisable options to acquire 4,000 and 25,000 shares
of common stock at an exercise price of $11.875 and $2.80 per share,
respectively, under the 1996 Incentive Stock Plan.

(4) Includes currently exercisable options to acquire 35,000 shares of common
stock at an exercise price of $9.31 per share under the 1996 Incentive
Stock Plan.

(5) Includes currently exercisable options to acquire 250,000 shares of common
stock at an exercise price of $9.31 per share under the 1996 Incentive
Stock Plan.

(6) Represents 12,415,455 shares of common stock beneficially owned through
Metromedia Company of which Mr. Kluge is a general partner (7,989,206
shares) and through Met Telcell (4,426,249 shares), a corporation owned and
controlled by Messrs. Kluge and Subotnick, and 5,271,214 shares of common
stock owned directly by a trust affiliated with Mr. Kluge, which includes
200,000 shares of 7.25% cumulative convertible preferred stock, which are
currently convertible into 666,666 shares of common stock. Mr. Subotnick
disclaims beneficial ownership of the shares owned by the trust.

(7) Includes currently exercisable options to acquire 1,000,000 shares of
common stock at an exercise price of $7.44 issued under a non-plan option
agreement with us, and 50,000 shares of common stock at an exercise price
of $9.31 per share, issued under the 1996 Stock Plan.

(8) Includes currently exercisable options to acquire 75,000 shares of common
stock at an exercise price of $9.31 per share under the 1996 Stock Plan.

(9) Includes currently exercisable options to acquire 40,000 shares of common
stock at an exercise price of $9.625 per share under the 1996 Stock Plan.

(10) Includes currently exercisable options to acquire 25,000 shares of common
stock at an exercise price of $4.50 per share and 25,000 shares of common
stock at an exercise price of $2.80 per share, under the 1996 Stock Plan.

(11) Includes currently exercisable options to acquire shares of common stock in
the amounts and at the exercise prices set forth in the footnotes above,
and also includes 200,000 shares of 7.25% cumulative convertible preferred
stock, which are currently convertible into 666,666 shares of common stock.

PREC14A 10th Page of 33 TOC 1st Previous Next ↓Bottom Just 10th
DIRECTORS AND OFFICERS

Directors

Our Board of Directors, which presently consists of eight members, is
divided into three classes. The Class I directors were elected for a term
expiring at the Annual Meeting of Stockholders to be held in 2002, the Class II
directors were elected for a term expiring at the Annual Meeting of Stockholders
to be held in 2003, and the Class III directors were elected for a term expiring
at this Annual Meeting of Stockholders. Members of each class hold office until
their successors are elected and qualified. At each succeeding Annual Meeting of
Stockholders, the successors of the class of directors whose term expires at
that meeting will be elected by a plurality vote of all votes cast at such
meeting and will hold office for a three-year term. The Class I directors, whose
terms expire at the Annual Meeting to be held in 2002, are John W. Kluge, Stuart
Subotnick and John P. Imlay, Jr. The Class II directors, whose terms expire at
the Annual Meeting of Stockholders to be held in 2003, are I. Martin Pompadur
and Leonard White. The Class III directors, whose terms expire at this Annual
Meeting of Stockholders, are Silvia Kessel, Clark A. Johnson and John S.
Chalsty.

On November 8, 2000, James R.S. Hatt resigned from our Board of Directors
and from his position as President and Chief Executive Officer of Metromedia
International Telecommunications, Inc. On December 31, 2000, Arnold L. Wadler
retired and resigned from our Board of Directors and from his position as our
Executive Vice President, General Counsel and Secretary to spend more time with
his family. John S. Chalsty was appointed to our Board of Directors as a Classs
III director on March 21, 2001.

For more information regarding each of our directors, including
biographical information, see "PROPOSAL NO. 1 -- ELECTION OF DIRECTORS."

Meetings and Committees of the Board

The Board of Directors held five regular meetings during fiscal year 2000.
All directors attended at least 75% of the aggregate total number of meetings of
our Board of Directors and all committees of our Board of Directors on which
they served.

The Board of Directors has delegated certain functions to the following
standing committees:

The Executive Committee. The executive committee is authorized to exercise,
to the extent permitted by law, all of the powers of our Board of Directors in
our management and affairs. The executive committee took action by unanimous
written consent two times in fiscal year 2000. The current members of the
executive committee are Messrs. Kluge and Subotnick.

The Audit Committee. As set forth in our Audit Committee Charter, a copy of
which is attached as Appendix A, the audit committee is responsible for, among
other things:

o reviewing the professional services and independence of our
independent auditors and the scope of the annual external audit
recommended by the independent auditors;

o ensuring that the scope of the annual external audit is sufficiently
comprehensive;

o reviewing, in consultation with our independent auditors and our
finance and accounting departments, the plan and results of the annual
external audit and the adequacy of our internal control systems; and

o reviewing with management and our independent auditors our annual and
quarterly financial statements, financial reporting practices and the
results of such external audit.

The audit committee met four times during fiscal year 2000. The current
members of the audit committee are Messrs. Imlay, Johnson and White. All of the
members of the audit committee are "independent directors" as defined by Section
121A of the American Stock Exchange rules.

The Compensation Committee. As set forth in our Compensation Committee
Charter, the compensation committee's functions include reviewing, approving,
recommending and reporting to our Board of Directors on matters specifically
relating to the compensation of our executive officers and other key executives
and to

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administer our stock option plans. The compensation committee took action by
unanimous written consent four times during fiscal year 2000. The compensation
committee is comprised entirely of independent directors. The current members of
the compensation committee are Messrs. Imlay, Johnson, Pompadur and White.

The Nominating Committee. The nominating committee's principal function is
to identify candidates and recommend to our Board of Directors nominees for
membership on our Board of Directors. The nominating committee expects normally
to be able to identify from its own resources the names of qualified nominees,
but it will accept from stockholders recommendations of individuals to be
considered as nominees, provided that the procedures specified in our by-laws
are followed. These procedures provide that, in order to nominate an individual
to our Board of Directors, a stockholder must provide timely notice of such
nomination in writing to our Corporate Secretary and a written statement by the
candidate of his or her willingness to serve. Such notice must include the
information required to be disclosed in solicitations for proxies for election
of directors pursuant to Regulation 14A under the Exchange Act, along with the
name, record address, class and number of shares of common stock beneficially
owned by the stockholder giving such notice. To be timely, notice must be
received by us not less than 60 days nor more than 90 days prior to the first
anniversary of the date of our Annual Meeting for the preceding year, unless the
date of the Annual Meeting of Stockholders is advanced by more than 30 days or
delayed by more than 60 days from such anniversary date, in which case such
notice must be received within ten days following public disclosure by us of the
date of the Annual Meeting at which directors are to be elected. Any such
nominations should be submitted in writing to Metromedia International Group,
Inc., One Meadowlands Plaza, East Rutherford, New Jersey 07073-2137, Attention:
Secretary. The nominating committee took action by unanimous written consent two
times in 2000. The current members of the nominating committee are
Messrs. Chalsty and Johnson and Ms. Kessel.

AUDIT COMMITTEE REPORT

The following is the report of the audit committee with respect to our
audited financial statements for the fiscal year ended December 31, 2000, which
include our consolidated balance sheets as of December 31, 2000 and 1999, and
the related consolidated statements of operations, stockholders' equity
(deficit) and cash flows for each of the three years in the period ended
December 31, 2000, and the notes thereto. The information contained in this
report shall not be deemed to be "soliciting material" or to be "filed" with the
Securities and Exchange Commission, nor shall such information be incorporated
by reference into any future filing under the Securities Act of 1933, as
amended, or the Securities Exchange Act of 1934, as amended, except to the
extent that we specifically incorporate it by reference in such filing.

MEMBERSHIP

The audit committee is composed of three directors, all of whom meet
the independence and experience requirements of Section 121A of the
American Stock Exchange rules, and operates under a written charter
adopted by the Board of Directors a copy of which is attached hereto
as Appendix B. The members of the audit committee are Messrs. Imlay,
Johnson and White. The audit committee recommends to the Board of
Directors, subject to shareholder ratification, the selection of our
independent accountants.

REVIEW WITH MANAGEMENT

The audit committee has reviewed and discussed our audited financial
statements with management.

REVIEW AND DISCUSSIONS WITH INDEPENDENT ACCOUNTANTS

The audit committee has discussed with KPMG LLP, our independent
accountants, the matters required to be discussed by SAS 61
(Communication with Audit Committees) which includes, among other
items, matters related to the conduct of the audit of our financial
statements.

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The audit committee has also received written disclosures and the
letter from KPMG LLP required by Independence Standards Board Standard
No. 1 (which relates to the accountant's independence from the Company
and its related entities) and has discussed with KPMG LLP their
independence from us.

CONCLUSION

Based on the review and discussions referred to above, the audit
committee recommended to our Board that our audited financial
statements be included in our Annual Report on Form 10-K for the
fiscal year ended December 31, 2000 for filing with the Securities and
Exchange Commission.

SUBMITTED BY THE AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS

John Imlay, Jr.
Clark A. Johnson
Leonard White

Compensation of Directors

During fiscal year 2000, each of our directors who was not employed by us
or affiliated with Metromedia Company received a $2,000 monthly retainer plus a
separate attendance fee for each meeting of our Board of Directors or a
committee of our Board of Directors in which such director participated. During
fiscal year 2000, the attendance fees were $1,200 for each meeting of our Board
of Directors attended by a non-employee director or non-Metromedia Company
affiliated director in person and $500 for each meeting of our Board of
Directors in which a non-employee director or non-Metromedia Company affiliated
director participated by conference telephone call. Members of committees of our
Board of Directors are paid $500 for each meeting attended.

On August 14, 2000, Mr. Pompadur was granted options to purchase 50,000
shares of our common stock at an exercise price of $4.50 per share, of which
10,000 shares vested as of the grant date and the remainder vest ratably over a
four-year period.

Executive Officers

Our executive officers and their respective ages and positions are as
follows:

[Enlarge/Download Table]

Name Age Position
---- --- --------

John W. Kluge 86 Chairman

Stuart Subotnick 59 Vice Chairman, President and Chief Executive Officer

Silvia Kessel 51 Executive Vice President, Chief Financial Officer and Treasurer

David A. Persing 44 Executive Vice President, General Counsel and Secretary

Vincent D. Sasso, Jr. 43 Vice President

The following is a biographical summary of the experience of our executive
officers, other than those executive officers who are also directors (for the
backgrounds of each of our directors, including biographical information, see
"Proposal No. 1 -- Election of Directors" below).

David A. Persing. Mr. Persing has served as our Executive Vice President,
General Counsel and Secretary since January 1, 2001. Prior to that time, Mr.
Persing served as Senior Vice President and General Counsel of Smith Management
LLC, a private investment firm, for more than five years preceding November
2000. Mr. Persing is employed by and has served as Senior Vice President,
General Counsel and Secretary of Metromedia Company since January 1, 2001.

Vincent D. Sasso, Jr. Mr. Sasso has served as our Vice President of
Financial Reporting since July 1996 and as our Chief Accounting Officer since
September 30, 1999. Prior to that time, Mr. Sasso served in a number of
positions at KPMG LLP from November 1984 to June 1996, including as a partner
from July 1994 to June 1996. Mr. Sasso has been employed by Metromedia Company
since 1996.

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Executive Compensation

Our Chief Executive Officer is a general partner of Metromedia Company and
is paid by Metromedia Company in his capacity as such. Our other most highly
compensated executive officers are employed and paid by Metromedia Company.
Neither our Chief Executive Officer nor any of our other most highly compensated
executive officers receive a salary or cash bonus or other compensation other
than stock options directly from us, and Metromedia Company provides the
services of those executive officers to us pursuant to a management agreement.
See "Certain Relationships and Related Transactions."

SUMMARY COMPENSATION TABLE

The following Summary Compensation Table sets forth information on
compensation awarded to, earned by or paid to the Chief Executive Officer and
our other executive officers for services rendered to us and our subsidiaries
during the fiscal years ended December 31, 2000, 1999 and 1998. Mr. Subotnick
was compensated in his capacity as a general partner of Metromedia Company.
Messrs. Wadler and Sasso and Ms. Kessel were employed and paid by Metromedia
Company. They did not receive any salaries or other payments from us. We
estimate that Messrs. Subotnick, Wadler and Sasso and Ms. Kessel spent
approximately 20, 20, 25 and 20 hours per week, respectively, working on matters
for us.

[Enlarge/Download Table]

Long-Term Compensation
--------------------------
Awards
Number of
Securities
Annual Compensation Underlying All Other
------------------- Other Annual Stock Annual
Name and Principal Position Year Salary Bonus Compensation Options Compensation
--------------------------- ---- ------ ----- ------------ ----------- ------------

Stuart Subotnick 2000 $-- -- -- -- --
President and Chief 1999 -- -- -- -- --
Executive Officer 1998 -- -- -- -- --

Silvia Kessel 2000 $-- -- -- -- --
Executive Vice President 1999 -- -- -- -- --
and Chief Financial 1998 -- -- -- -- --
Officer and Treasurer

Vincent D. Sasso, Jr. 2000 $-- -- -- -- --
Vice President of 1999 -- -- -- -- --
Financial Reporting and 1998 -- -- -- -- --
Chief Accounting Officer

Arnold L. Wadler(1) 2000 $-- -- -- -- --
Former Executive Vice 1999 -- -- -- -- --
President, General 1998 -- -- -- -- --
Counsel and Secretary

-------------
(1) Mr. Wadler resigned as our Executive Vice President, General Counsel and
Secretary and as a member of our Board of Directors as of December 31,
2000.

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OPTION/SAR GRANTS
DURING THE YEAR ENDED DECEMBER 31, 2000

The following table sets forth individual grants of stock options by us
pursuant to our 1996 Incentive Stock Plan or otherwise to the named executive
officers during fiscal year 2000.

[Enlarge/Download Table]

Number of % of Total
Securities Options/SARs
Underlying Granted to
Option/SARs Employees in Exercise Price Expiration Grant Date
Name Granted(#) Fiscal Year ($/sh) Date Valuation($)
----- ----------- ------------ -------------- ------------ -------------

Stuart Subotnick.............. -0- -- -- -- --
Silvia Kessel................. -0- -- -- -- --
Vincent D. Sasso, Jr.......... -0- -- -- -- --
Arnold L. Wadler.............. -0- -- -- -- --

AGGREGATED OPTION AND SAR EXERCISES IN FISCAL YEAR 2000
AND FISCAL YEAR-END OPTION AND SAR VALUES

The following table sets forth information concerning the exercise of
options or SARs by the named executive officers during fiscal year 2000 and the
number of unexercised options and SARs held by such officers at the end of
fiscal year 2000.

Fiscal Year End Value $2.60

[Enlarge/Download Table]

Number of Securities
Underlying Unexercised Value of Unexercised in the
Value Realized Options/SARs Money Options/SARs
Shares (Market Price at at Fiscal Year End(#) at Fiscal Year End($)
Acquired on Exercise Less ------------------------------ ------------------------------
Name Exercise Exercise Price) Exercisable Unexercisable Exercisable Unexercisable
----- ----------- -------------- ----------- ------------- ----------- -------------

Stuart Subotnick ............ -0- -- 1,050,000 -0- -- --
Silvia Kessel ............... -0- -- 250,000 -0- -- --
Vincent D. Sasso, Jr. ....... -0- -- 75,000 -0- -- --
Arnold L. Wadler ............ -0- -- 250,000 -0- -- --

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Relationship with Metromedia Company

Metromedia Company and its affiliates are collectively our largest single
stockholder, beneficially owning, as of August [27], 2001, approximately [19.6]%
of the issued and outstanding shares of our common stock. We are party to a
number of agreements and arrangements with Metromedia Company and its
affiliates, the material terms of which are summarized below.

Management Agreement. We are party to a management agreement with
Metromedia Company, dated November 1, 1995, as amended, pursuant to which
Metromedia Company provides us with management services, including legal,
insurance, payroll and financial accounting systems and cash management, tax and
benefit plans. This management agreement terminates on October 31, 2001, and is
automatically renewed for successive one-year terms unless either party
terminates upon 60 days prior written notice. The management fee under this
management agreement was increased to $3.75 million per year as of January 1,
1999, payable monthly at a rate of $312,500 per month. We are also obligated to
reimburse Metromedia Company for all its out-of-pocket costs and expenses
incurred and advances paid by Metromedia Company in connection with the
management agreement. Pursuant to the management agreement, we have agreed to
indemnify and hold Metromedia Company harmless from and against any and all
damages, liabilities, losses, claims, actions, suits, proceedings, fees, costs
or expenses (including reasonable attorneys' fees and other costs and expenses
incident to any suit, proceeding or

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investigation of any kind) imposed on, incurred by or asserted against
Metromedia Company in connection with the management agreement. In fiscal year
2000, Metromedia Company received less than $50,000 for its out-of-pocket costs
and expenses or for interest on advances extended by it to us pursuant to the
management agreement.

Trademark License Agreement. We are party to a license agreement with
Metromedia Company, dated November 1, 1995, as amended, pursuant to which
Metromedia Company has granted us a non-exclusive, non-transferable,
non-assignable right and license, without the right to grant sublicenses, to use
the trade name, trademark and corporate name "Metromedia" in the United States
and, with respect to Metromedia International Telecommunications, Inc.,
worldwide, royalty-free for a term of ten years. This license agreement can be
terminated by Metromedia Company upon one month's prior written notice in the
event of:

o the expiration or termination of the management agreement;

o a "change in control" (as defined below); or

o any of the stock or all or substantially all of the assets of any of
our subsidiaries is sold or transferred, in which case, our license
agreement shall terminate with respect to such subsidiary.

A "change in control" is defined as:

o a transaction in which a person or "group" (within the meaning of
Section 13(d)(3) of the Exchange Act) not in existence at the time of
the execution of our license agreement becomes the beneficial owner of
stock entitling such person or group to exercise 50% or more of the
combined voting power of all classes of our stock;

o a change in the composition of our Board of Directors whereby a
majority of the members thereof are not directors serving on the board
at the time of the license agreement or any person succeeding such
director who was recommended or elected by such directors;

o a reorganization, merger or consolidation whereby, following the
consummation thereof, Metromedia Company would hold less than 10% of
the combined voting power of all classes of our stock;

o a sale or other disposition of all or substantially all of our assets;
or

o any transaction the result of which would be that the common stock
would not be required to be registered under the Exchange Act and the
holders of common stock would not receive common stock of the survivor
of the transaction which is required to be registered under the
Exchange Act.

In addition, Metromedia Company has reserved the right to terminate the
license agreement in its entirety immediately upon written notice to us if, in
Metromedia Company's sole judgment, our continued use of "Metromedia" as a trade
name would jeopardize or be detrimental to the goodwill and reputation of
Metromedia Company.

Under this trademark license agreement, we have agreed to indemnify and
hold Metromedia Company harmless against any and all losses, claims, suits,
actions, proceedings, investigations, judgments, deficiencies, damages,
settlements, liabilities and reasonable legal (and other related expenses)
arising in connection with this trademark license agreement.

We believe that the terms of each of the transactions described above were
no less favorable to us than could have been obtained from non-affiliated
parties.

Indemnification Agreements

We have entered into indemnification agreements with certain directors.
These indemnification agreements provide for indemnification of such directors
to the fullest extent authorized or permitted by law. These indemnification
agreements also provide for:

o advancement by us of expenses incurred by such director or officer in
defending certain litigation;

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o the appointment in certain circumstances of an independent legal
counsel to determine whether the director or officer is entitled to
indemnification; and

o the continued maintenance by us of directors' and officers' liability
insurance in an amount not less than $5 million of primary coverage
and $5 million of excess coverage.

The indemnification agreements were approved by our stockholders at our
1993 Annual Meeting of Stockholders.

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Exchange Act requires our directors and executive
officers, and persons who beneficially own more than 10% of the outstanding
common stock, to file with the Securities and Exchange Commission and the AMEX
initial reports of beneficial ownership and reports of changes in beneficial
ownership of the common stock. Such officers, directors and stockholders are
required by the regulations of the Securities and Exchange Commission to furnish
us with copies of all reports that they file under Section 16(a). To our
knowledge, based solely on a review of the copies of such reports furnished to
us and written representations that no other reports were required, all Section
16(a) filing requirements applicable to such officers, directors and
stockholders were complied with by such persons during fiscal year 2000.

Compensation Committee Interlocks and Insider Participation

The compensation committee of our Board of Directors consists of Messrs.
Imlay, Johnson, Pompadur and White. The compensation committee is comprised
entirely of independent directors and is responsible for developing and making
recommendations to our Board of Directors with respect to our executive
compensation policies.

Compensation Committee Report on Compensation

The following report of the compensation committee discusses our executive
compensation policies generally and, specifically, the relationship of our
performance in fiscal year 2000 to the compensation of our executive officers:

Neither Messrs. Subotnick, Persing, Sasso or Wadler nor Ms. Kessel,
were paid a salary or any other compensation by Metromedia
International Group, Inc. (the "company"). Mr. Subotnick is
compensated in his capacity as a general partner of Metromedia Company
and Messrs. Persing, Sasso and Wadler (prior to his resignation in
December 2000) and Ms. Kessel are employed and paid by Metromedia
Company. Pursuant to the management agreement between Metromedia
Company and the company, Metromedia Company provides certain services
to the company, including services rendered by the foregoing executive
officers of the company. "See Certain Relationships and Related
Transactions." For the year ended December 31, 2000, we paid
Metromedia Company a management fee of $3.75 million pursuant to the
management agreement. Accordingly, we do not set the base salaries or
annual cash bonus incentives of the company's executive officers, all
of whom are employed or otherwise affiliated and paid by Metromedia
Company.

Background. In general, the compensation committee seeks to set the
management fee paid to Metromedia Company at a level not in excess of
the amount that the company would have to pay to an unrelated third
party in order to replace the management services currently being
provided to the company by Metromedia Company pursuant to the
management agreement. In determining the amount that would need to be
paid to replace the Metromedia Company management services, the
compensation committee considers the management fees and executive
compensation paid by companies of comparable size, similar market and
operating characteristics and similar prospects. The members of the
compensation committee are not affiliated with Metromedia Company, and
such members are therefore the directors whose approval is required to
authorize the management fee under the management agreement.

Stock Options. The compensation committee administers the company's
Incentive Stock Plan. The compensation committee believes that the
grant of stock options will motivate executives to create long-term
growth in shareholder value. Pursuant to our 1996 Stock Option Plan,
options are granted at the discretion of the compensation committee
periodically. The number of option shares covered by such

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grants is determined based upon assessment of the individual's
performance. The compensation committee considers the recommendation
of and relies on information provided by our Chief Executive Officer
in determining the number of option shares to be granted to the
non-CEO executive officers. The compensation committee believes that
the periodic grant of time-vested stock options provides an incentive
that focuses the executives' attention on managing the business as
owners of an equity stake in the company. It further motivates
executives to maximize long-term growth and profitability because
value is created in the options only as our stock price increases
after the option is granted.

Chief Executive Officer Compensation. As stated above, Mr. Subotnick,
the Chief Executive Officer of the company, is a general partner of
Metromedia Company and is paid by Metromedia Company in his capacity
as such. Mr. Subtonick does not receive a salary, bonus or any other
compensation from the company other than stock option grants as
approved by the compensation committee. Mr. Subotnick did not receive
any stock option grants during fiscal year 2000.

Compliance with Internal Revenue Code Section 162(m). One of the
factors the compensation committee considers in connection with
compensation matters is the anticipated tax treatment to us and to the
executives of the compensation arrangements. The deductibility of
certain types of compensation depends upon the timing of an
executive's vesting in, or exercise of, previously granted rights.
Moreover, interpretation of, and changes in, the tax laws and other
factors beyond the compensation committee's control also affect the
deductibility of compensation. Accordingly, the compensation committee
will not necessarily limit executive compensation to that deductible
under Section 162(m) of the Code. The compensation committee will
consider various alternatives to preserving the deductibility of
compensation payments and benefits to the extent consistent with its
other compensation objectives.

The foregoing report of the compensation committee shall not be deemed to
be incorporated by reference into any filing under the Securities Act of 1933,
as amended, or the Securities Exchange Act of 1934, as amended, except to the
extent that we specifically incorporate such information by reference, and shall
not otherwise be deemed filed under such Acts.

Submitted by the Compensation
Committee of our Board of
Directors

John P. Imlay, Jr.
Clark A. Johnson
I. Martin Pompadur
Leonard White

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Performance Graph

As we view our wholly-owned subsidiary Snapper, Inc. as a non-core asset
which we manage solely in order to maximize stockholder value, we do not believe
that it would be appropriate for us to compare our performance with that of
companies operating in a line of business similar to Snapper's line of business.
Rather, we believe that our performance should be compared to that of
telecommunications companies because the telecommunications business constitutes
the strategic focus of our business operations. As a result, the following graph
sets forth our total stockholder return as compared to the Standard & Poor's 500
Index and the NASDAQ Telecommunications Stock Index for the five year period
from January 1, 1996 through December 31, 2000. The total stockholder return
assumes $100 invested at the beginning of the period in our common stock, the
Standard & Poor's 500 Index and the NASDAQ Telecommunications Index and assumes
reinvestment of dividends paid.

TOTAL SHAREHOLDER RETURN PERFORMANCE GRAPH
METROMEDIA INTERNATIONAL, INC. vs. S&P 500 INDEX AND NASDAQ TELECOMM INDEX

[THE FOLLOWING TABLE WAS REPRESENTED BY A BAR GRAPH IN THE PRINTED MATERIAL]

Metromedia International Group, Inc. Cumulative Total Shareholder Return

[Download Table]

1996 1997 1998 1999 2000
----- ----- ----- ----- -----

Metromedia International Group, Inc......... $100 $ 96 $ 55 $ 48 $ 26
S&P 500 Index............................... $100 $131 $166 $198 $178
NASDAQ Telecomm Index....................... $100 $142 $232 $470 $214

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PROPOSAL NO. 1 -- ELECTION OF DIRECTORS

The following table sets forth certain information with respect to the
members of our Board of Directors, including the three incumbent Class III
directors who have been nominated by our Board of Directors for re-election as
Class III directors at the Annual Meeting. Messrs. Johnson and Chalsty and Ms.
Kessel have each consented to being named in this proxy statement and to serve
on our Board of Directors if elected.

Our Board of Directors knows of no reason why any of its nominees will be
unable or will refuse to accept election. If any nominee becomes unable or
refuses to accept election, our Board of Directors will either reduce the number
of directors to be elected or select a substitute nominee. If a substitute
nominee is selected, proxies will be voted in favor of such nominee.

The affirmative vote of the holders of a plurality of shares of common
stock presented in person or represented by proxy at the Annual Meeting will be
required to elect each of the three Class III directors to our Board.

[Enlarge/Download Table]

Name, Principal Occupation For Past Class of Director
Five Years and Certain Directorships Age Directors Since
------------------------------------ --- --------- --------

John W. Kluge 86 Class I 1995
Chairman of our Board of Directors since November 1,
1995. Mr. Kluge was Chairman of the Board and a
Director of Orion Pictures Corporation from 1992 until
July 1997. He has served as Chairman and President of
Metromedia Company and its predecessor-in-interest,
Metromedia Inc., for over five years. Mr. Kluge is a
Director of Metromedia Fiber Network, Inc., Conair
Corporation and The Shubert Organization, Inc.
Mr. Kluge is Chairman of the Executive Committee.

Stuart Subotnick 59 Class I 1995
President and Chief Executive Officer since December 4, 1996
and Vice Chairman of our Board of Directors since
November 1, 1995. Mr. Subotnick was Vice Chairman of
the Board and a Director of Orion Pictures Corporation from
1992 until July 1997. He has served as Executive Vice
President of Metromedia Company and its predecessor-in-
interest, Metromedia Inc., for over five years. Mr. Subotnick
is a Director of Metromedia Fiber Network, Inc. and Carnival
Cruise Lines, Inc., and Chairman of Big City Radio, Inc.
Mr. Subotnick is a Member of the Executive Committee.

John P. Imlay, Jr. 65 Class I 1993
Served from 1990 until December 1996 as Chairman of Dun &
Bradstreet Software Services, Inc., an application software
company located in Atlanta, Georgia. Mr. Imlay is the
former Chairman of Management Science America, a
mainframe applications software company. Management
Science America was acquired by Dun & Bradstreet
Software Services, Inc. in 1990. Mr. Imlay is also a
Director of the Atlanta Falcons, a National Football League
team and IMS Health, Inc. Mr. Imlay is a Member of the
Audit Committee and the Compensation Committee.

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[Enlarge/Download Table]

Name, Principal Occupation For Past Class of Director
Five Years and Certain Directorships Age Directors Since
------------------------------------ --- --------- --------

I. Martin Pompadur 66 Class II 1999

Served as a Director since September 1999 and has
been a Director of PLD Telekom Inc. since May
1998. Mr. Pompadur has been Executive Vice President of
News Corporation and President of News Corporation
Eastern and Central Europe and a member of News
Corporation's Executive Management Committee since
June 1998. He was appointed Chairman of News Corp.
Europe on January 11, 2000. Mr. Pompadur is a Director
of BskyB, Fox Kids Europe, Stream, StoryFirst
Communications and Big Star Entertainment, Inc.

Leonard White 62 Class II 1995
President and Chief Executive Officer of Rigel Enterprises, Inc.
a management and private investment firm, since July 1997.
Mr. White was President and Chief Executive Officer of
Orion Pictures Corporation from March 1992 until July
1997 and Metromedia Entertainment Group from 1995
until July 1997. He was Chairman of the Board and Chief
Executive Officer of Orion Home Entertainment Corporation,
a subsidiary of Orion ("OHEC"), from March 1991 until
March 1992 and President and Chief Operating Officer of
Orion Home Video division of OHEC from March 1987
until March 1991. Mr. White is a Director of Metromedia
Fiber Network, Inc. and Big City Radio, Inc. Mr. White is
Chairman of the Audit Committee and a Member of the
Compensation Committee.

Clark A. Johnson 70 Class III 1990
Served as Chief Executive Officer of Pier 1 Imports, Inc.,
specialty retailer of decorative home furnishings,
from 1986 to 1988 and served as Chairman and
Chief Executive Officer of Pier 1 Imports from August
1988 until his retirement in June 1998. Mr. Johnson is
Chairman of the Board of Directors of PSS World Medical, Inc.,
and is also a Director of Albertson's Inc., InterTAN, Inc.
and Niagara Mohawk, Inc. Mr. Johnson is a Member of the
Compensation, Audit and Nominating Committees.

Silvia Kessel 51 Class III 1995
Executive Vice President, Chief Financial Officer and Treasurer
since August 29, 1996 and, prior to that, Ms. Kessel served
as Senior Vice President, Chief Financial Officer and
Treasurer since November 1, 1995. She was Executive
Vice President and Director of Orion Pictures Corporation
from January 1993 until June 1997 and Senior Vice
President of Orion from June 1991 to November 1992.
Ms. Kessel has been Senior Vice President of Metromedia
Company since January 1994, President of Kluge & Company
for over five years and Managing Director from 1990 to
1994. She is a Director and Executive Vice President of
Metromedia Fiber Network, Inc. and Big City Radio, Inc.
and a Director of Liquid Audio, Inc. Ms. Kessel is a
Member of the Nominating Committee.

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[Enlarge/Download Table]

Name, Principal Occupation For Past Class of Director
Five Years and Certain Directorships Age Directors Since
-------------------------------- --- --------- -------

John S. Chalsty 67 Class III 2001

Served on our Board of Directors since March 21, 2001.
Mr. Chalsty is currently a senior advisor to Credit
Suisse First Boston ("CSFB"). Mr. Chalsty served as
President and Chief Executive Officer of Donaldson,
Lufkin & Jenrette, Inc. ("DLJ") from 1986 to 1996 and as
Chairman and Chief Executive Officer from 1996 to 1998
and as Chairman until the merger of DLJ into CSFB.
Mr. Chalsty is currently a member of the Board of Directors
of AXA Financial, Inc., Occidental Petroleum Corporation,
Sappi Ltd., IBP, Inc. and Metromedia Fiber Network, Inc.
Mr. Chalsty is a Member of the Nominating Committee.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE "FOR"
MR. CLARK A. JOHNSON, MR. JOHN S. CHALSTY AND MS. SILVIA KESSEL, ITS PROPOSED
NOMINEES, AND "AGAINST" ANY NOMINEES PROPOSED BY THE ELLIOTT GROUP.

PREC14A 22nd Page of 33 TOC 1st Previous Next ↓Bottom Just 22nd
PROPOSAL NO. 2 -- RATIFICATION OF
THE APPOINTMENT OF INDEPENDENT AUDITORS

Our Board of Directors has appointed the firm of KPMG LLP, independent
auditors, to audit our consolidated financial statements for the fiscal year
ending December 31, 2001, subject to ratification by our stockholders. KPMG LLP
audited our consolidated financial statements for the fiscal year ended December
31, 2000.

A partner of KPMG LLP is expected to be present at the Annual Meeting, to
be provided with an opportunity to make a statement and to be available to
respond to appropriate questions from stockholders.

Audit Fees. The aggregate fees billed for professional services rendered
for the audit of our annual financial statements by KPMG LLP for fiscal year
2000 and for the reviews of the financial statements included in our Forms 10-Q
for the fiscal year 2000 were $2,053,000.

Financial Information Systems Design and Implementation Fees. None.

All Other Fees. The aggregate fees billed for professional services
rendered by KPMG LLP other than the audit fees were $223,000. Such services
included tax and due diligence consulting services. The audit committee has
considered whether the provision of such services by KPMG LLP is compatible with
maintaining auditor independence and has determined that it is.

If our stockholders do not ratify the appointment of KPMG LLP as our
independent auditors for the forthcoming year, such appointment will be
reconsidered by the audit committee and our Board of Directors, and as a result
another independent auditor may be appointed for the forthcoming year, subject
to ratification by our stockholders.

The affirmative vote of the holders of a majority of shares of common stock
present in person or represented by proxy at the Annual Meeting will be required
to approve and adopt Proposal No. 2.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE "FOR"
RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE INDEPENDENT AUDITORS OF OUR
CONSOLIDATED FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2001.

PREC14A 23rd Page of 33 TOC 1st Previous Next ↓Bottom Just 23rd
PROPOSAL NO. 3 -- FIRST SHAREHOLDER PROPOSAL

Alan G. Hevesi, investment adviser and a trustee of the New York City
Teachers' Retirement System ("NYCTRS"), c/o The City of New York, office of the
Comptroller, 1 Centre Street, New York, New York 10007-2341, beneficial owner of
65,600 shares of our common stock, has submitted the following proposal on
behalf of NYCTRS:

"BE IT RESOLVED, that the shareholders of Metromedia International
Group request that the Board of Directors amend the certificate of
incorporation to reinstate the rights of the shareholders to take
action by written consent and to call special meetings."

Supporting Statement

"The rights of the shareholders to take action by written consent and to
call special meetings should not be abridged.

The company's elimination of these rights, in our opinion, effectively
removes important processes by which shareholders can act expeditiously to
protect their investment interests. For example, shareholders should not be
prevented from giving timely consideration to a bidder's proposal to acquire
control of the company, or a dissident shareholder's slate of nominees for
election to the Board of Directors, because such proposals are required to be
presented only at the Annual Meeting."

Statement of the Board of Directors

Presently, our certificate of incorporation and by-laws (i) require, among
other things, that special meetings of stockholders for any purpose be called by
either the Chairman or Vice Chairman of our Board of Directors and (ii) do not
provide for stockholder action by written consent. If we amended the certificate
of incorporation and by-laws as proposed, we would allow our stockholders to
call special meetings and act without a meeting whenever, however frequently and
for whatever reason such stockholders may desire. For the reasons stated below,
our Board of Directors believes that the requested amendments to the certificate
of incorporation and by-laws are not in our or our stockholders' best interests.

Applicable Delaware law does not grant stockholders of a corporation the
absolute right to call a special meeting or act by written consent, and instead
permits each individual corporation to determine in its certificate of
incorporation and by-laws whether stockholders will have such rights. The Board
of Directors believes that the Delaware legislature adopted this approach due to
the significant financial and administrative burdens that a special meeting or
stockholder action by written consent can impose on a public corporation.

As of the record date, approximately [6,792] persons and entities are the
record holders of our common stock, each of whom, if Proposal No. 3 is approved,
would be entitled under the proposal to demand a special meeting or institute
action by written consent. Each such stockholder would also be entitled to
notice of, and to receive proxy materials relating to, any special meeting,
thereby necessitating actual expenditures (legal, printing and postage) in
addition to those associated with our Annual Meeting. The calling of a special
meeting would also necessitate the diversion of corporate officers and employees
from their other duties in order to prepare for such a meeting. The Board of
Directors believes that the interest of our stockholders would be better served
utilizing these resources to improve its businesses. Similarly, our Board of
Directors believes that permitting action to be taken by written consent would
create confusion as multiple stockholders would be able to solicit written
consents on various matters and would divert valuable corporate resources to
this process. In addition, our Board of Directors believes that this proposed
amendment to the certificate of incorporation would have the effect of making a
hostile takeover of the company and similar disruptive transactions more likely.

In light of the foregoing, our Board of Directors believes that such an
amendment to our certificate of incorporation could leave us exposed to numerous
calls for special meetings and stockholder action by written consent that may be
of little or no benefit to stockholders and which are a significant burden on
us. Stockholders, such as the proponent of Proposal No. 3, remain free to make
proposals at our Annual Meeting. The Board of Directors believes that the
Chairman and Vice Chairman of our Board of Directors are in the best position to
determine if a special meeting is warranted.

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This proposal requires approval by a majority of the shares voted on the
issue. It should be noted, however, that adoption of this proposal would not by
itself give stockholders the right to take action by written consent and to call
special meetings. Under Delaware law, the Board of Directors has to recommend
further action by the stockholders to amend the certificate of incorporation to
give stockholders the right to take action by written consent and to call
special meetings and the amendment then must be approved by a majority of the
shares entitled to vote.

FOR THE REASONS STATED ABOVE, THE BOARD OF DIRECTORS BELIEVES THAT PROPOSAL
NO. 3 IS NOT IN THE BEST INTERESTS OF THE COMPANY AND ITS STOCKHOLDERS.
ACCORDINGLY, THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE
"AGAINST" PROPOSAL NO. 3.

APPROVAL BY THE AFFIRMATIVE VOTE OF THE HOLDERS OF A MAJORITY OF THE SHARES
OF COMMON STOCK PRESENT IN PERSON OR REPRESENTED BY PROXY AT THE ANNUAL MEETING
IS REQUIRED FOR APPROVAL OF PROPOSAL NO. 3.

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PROPOSAL NO. 4 -- SECOND SHAREHOLDER PROPOSAL

Elliott Associates, L.P., 712 Fifth Avenue, New York, New York 10019,
record owner of 1,000 shares of our common stock and Elliott International,
L.P., c/o HSBC Financial Services (Cayman) Limited, P.O. Box 1109 GT, HSBC
House, Mary Street, Grand Cayman, Cayman Islands, British West Indies, record
owner of 1,000 shares of our common stock, have submitted the following
proposal:

"WHEREAS, a significant number of the Directors of Metromedia
International Group, Inc. (the "Corporation") are officers of the
Corporation or receive income from the Corporation other than for their
service as Directors;

WHEREAS, the Corporation's shareholders believe that the lack of
independent Directors has resulted, and will continue to result, in
corporate decision-making that is not in the best interests of the
Corporation's shareholders; and

WHEREAS, the Corporation's shareholders seek to protect their
investments by ensuring that the Corporation is governed primarily by
independent outside Directors;

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."

Supporting Statement

While we believe in the potential of the Corporation's business, the total
return received by its shareholders over the last five years ending December 13,
2000, measured by increased share price plus dividends, has been negative 82%
versus 165% for NASDAQ Telecomm Index and 119% for S&P 500 Index. We believe the
root of the problem is a lack of focus on shareholder value by the Corporation's
Directors, a significant number of whom are Inside Directors. These Inside
Directors have personal financial interests which are not generally shared by
the Corporation's stockholders.

We believe that independent outside Directors will better protect the
Corporation's interests. Such outside Directors have no personal or professional
ties to the Corporation that may cloud their judgment or prevent them from
acting in the stockholders' best interests.

To ensure that the Corporation's stockholders are protected against
self-interested decision-making, we request your support for the above
resolution. This proposal will ensure that the Corporation is always governed by
a majority of Directors whose decision-making is unfettered by personal
concerns.

Statement of the Board of Directors

We recognize the importance of having independent, non-management
directors. For this reason, only two of the current eight directors are members
of management. Furthermore, all executive compensation decisions are

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made by our compensation committee and the stock option plans are administered
by our compensation committee, which is made up entirely of independent
directors.

This stockholder proposal, however, asks that all but one of the directors
be "independent." This requirement, which we believe to be extreme and
unreasonable, would not be in the best interests of our stockholders. It would,
for example, render ineligible for Board service certain of our executive
officers who are the people most knowledgeable about the company.

The Board of Directors and the nominating committee are committed to an
extremely high quality and diverse membership of our Board of Directors. We
believe that our Board consists of a highly effective combination of individuals
with a variety of company knowledge, business acumen, professional expertise,
personal experience, historical perspective and independent judgment. We believe
that limiting director candidates as narrowly as described in this proposal
would severely limit the stockholders' ability to elect the most qualified
individuals to the Board and would result in a much less effective Board of
Directors.

FOR THE REASONS STATED ABOVE, THE BOARD OF DIRECTORS BELIEVES THAT PROPOSAL
NO. 4 IS NOT IN THE BEST INTERESTS OF THE COMPANY AND ITS STOCKHOLDERS.
ACCORDINGLY, THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE
"AGAINST" PROPOSAL NO. 4.

APPROVAL BY THE AFFIRMATIVE VOTE OF THE HOLDERS OF A MAJORITY OF THE
OUTSTANDING SHARES OF COMMON STOCK ENTITLED TO VOTE AT THE ANNUAL MEETING IS
REQUIRED FOR APPROVAL OF PROPOSAL NO. 4.

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PROPOSAL NO. 5 -- THIRD SHAREHOLDER PROPOSAL

Kayla J. Gillan, General Counsel of the California Public Employees'
Retirement System ("CalPERS"), Lincoln Plaza, P.O. Box 942708, Sacramento,
California 95814, beneficial owner of approximately 2,807,174 shares of our
common stock, has submitted the following proposal on behalf of CalPERS:

"RESOLVED, that the stockholders of Metromedia International Group,
Inc. urge the Board to take the steps necessary, in compliance with
applicable law, to reorganize itself into one class."

Supporting Statement

Is accountability by the board of directors important to shareholders? As a
trust fund with more than 1.2 million participants, and as the owner of
approximately 2,807,174 shares of the Company's common stock, the California
Public Employees' Retirement System (CalPERS) thinks accountability is of
paramount importance. This is why we are sponsoring this proposal which if
passed, would urge the board to reorganize itself so that each director stands
before the shareholders for re-election each year. We hope to eliminate the
Company's so-called "classified board", whereby the directors are divided into
three classes, each serving a three-year term. Under the current structure,
shareholders can only vote on one-third of the board at any given time.

By classifying itself, a board insulates its members from immediate
challenge. Insularity may have made sense in the past (e.g., during the takeover
frenzy of the 1980s) but now, we believe that insularity works primarily to
hamper accountability. A classified board can prevent shareholders from mounting
a successful opposition to the entire board, because only one-third of the
directors are up for election in any given year. By way of contrast, a
declassified board would stand for election in its entirety, every year.

CalPERS believes that corporate governance procedures and practices, and
the level of accountability they impose, are closely related to financial
performance. It is intuitive that, when directors are accountable for their
actions, they perform better.

We -- as one shareholder -- are dissatisfied with the Company's long-term
financial performance. We seek to improve that performance through this
structural reorganization of the board. If the board acts on our proposal,
shareholders would have the opportunity to register their views at each annual
meeting -- on performance of the board as a whole, and of each director as an
individual.

CalPERS urges you to join us in VOTING TO DE-STAGGER the terms of election,
as a powerful tool for management incentive and accountability. We urge your
support FOR this proposal.

Statement of the Board of Directors

The Board of Directors unanimously recommends a vote "AGAINST" this
proposal to declassify the Board of Directors so that all directors may be
elected annually. The Board believes it is in our and our stockholders' best
interests to continue to have a classified Board.

The Board of Directors has been divided into three classes since our
stockholders adopted the Amended and Restated Certificate of Incorporation and
By-laws at the 1995 Annual Meeting of Stockholders in connection with the
approval of certain business combinations.

The Board believes that the election of directors by classes assures
continuity and stability in the management of the affairs of the company,
because, at any given time, a majority of the Board generally will have had
prior experience as directors of the company. The Board believes that this
serves to provide solid knowledge of the business and industry, long-term
strategic planning, informed oversight of corporate policies and orderly
development of strategies and operations to enhance stockholder value rather
than merely being responsive to short-term capital market changes. The Board
believes that this also permits a more orderly process for a change in the
composition of the Board and company policies and strategies. In addition, the
Board believes that the proposal to declassify the Board of Directors would have
the effect of making a hostile takeover of the company and similar disruptive
transactions more likely.

Moreover, the Board believes that directors elected for classified terms
are not any less accountable or responsive to stockholders than they would be if
elected annually. The same standards of performance apply to all

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of the directors regardless of the term of service. Further, the stockholders
retain their ability to replace incumbent directors or propose and elect
alternative nominees for the class of directors to be elected each year. Thus,
we believe that the stockholders continue to enjoy a significant opportunity to
express their views regarding the Board's performance and to influence the
Board's composition. Finally, your Board believes that the continuity and
quality of leadership resulting from the classified Board creates long-term
value for the company's stockholders.

This proposal requires approval by a majority of the shares voted on the
issue. It should be noted, however, that adoption of this proposal would not by
itself eliminate the classified Board. Under Delaware law, the Board of
Directors has to recommend further action by the stockholders to amend the
certificate of incorporation to eliminate the classified Board and the amendment
then must be approved by a majority of the shares entitled to vote.

FOR THE REASONS STATED ABOVE, THE BOARD OF DIRECTORS BELIEVES THAT PROPOSAL
NO. 5 IS NOT IN THE BEST INTERESTS OF THE COMPANY AND ITS STOCKHOLDERS.
ACCORDINGLY, THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE
"AGAINST" PROPOSAL NO. 5.

APPROVAL BY THE AFFIRMATIVE VOTE OF THE HOLDERS OF A MAJORITY OF THE SHARES
OF COMMON STOCK PRESENT IN PERSON OR REPRESENTED BY PROXY AT THE ANNUAL MEETING
IS REQUIRED FOR APPROVAL OF PROPOSAL NO. 5.

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OTHER STOCKHOLDER PROPOSALS

In addition to seeking to elect two new directors to our Board of Directors
and submitting Proposal No. 4 regarding amending the by-laws of the company to
limit the number of "inside" directors, the Elliott Group has made another
stockholder proposal regarding the ability of stockholders to call special
meetings of the stockholders. The company believes that the Elliott Group's
second stockholder proposal is substantially duplicative of Proposal No. 3 and
as such, the company is not required to include that proposal in this proxy
statement. The Securities and Exchange Commission has agreed with us and has
sent us a letter indicating that it will take no action if we exclude that
proposal. The Elliott Group continues, however, to solicit proxies for its
duplicative proposal.

ANNUAL REPORT; INCORPORATION BY REFERENCE

Our Annual Report on Form 10-K Amendment No. 1 for the year ended December
31, 2000 (which contains our audited consolidated financial statements) is being
disseminated with this proxy statement. To the extent this proxy statement has
been or will be specifically incorporated by reference into any filing by us
under the Securities Act of 1933, as amended, or the Securities Exchange Act of
1934, as amended, the sections of the proxy statement entitled "Audit Committee
Report," "Compensation Committee Report on Compensation" and "Performance Graph"
shall not be deemed to be so incorporated unless specifically otherwise provided
in any such filing.

STOCKHOLDER PROPOSALS FOR 2002 ANNUAL MEETING

Any stockholder who wishes to present a proposal at the 2002 Annual Meeting
of Stockholders, and who wishes to have such proposal included in our proxy
statement for that meeting, must deliver a copy of such proposal to Metromedia
International Group, Inc. at One Meadowlands Plaza, East Rutherford, New Jersey
07073, Attention: Corporate Secretary, no later than May 3, 2002; provided,
however, that if the 2002 Annual Meeting of Stockholders is held on a date more
than 30 days before or after the corresponding date of the 2001 Annual Meeting,
any stockholder who wishes to have a proposal included in our proxy statement
for that meeting must deliver a copy of the proposal to us a reasonable time
before the proxy solicitation is made. We reserve the right to decline to
include in our proxy statement any stockholder's proposal which does not comply
with the rules of the Securities and Exchange Commission for inclusion therein.

OTHER BUSINESS

The Board of Directors does not intend to bring any other business before
the meeting. If any other business comes before the meeting, it is the intention
of the persons named in the enclosed form of proxy to vote as proxies in
accordance with their best judgment.

PLEASE EXERCISE YOUR RIGHT TO VOTE BY PROMPTLY COMPLETING, SIGNING, DATING
AND RETURNING THE ENCLOSED PROXY FORM. You may later revoke the proxy and, if
you are able to attend the meeting, you may vote your shares in person.

By Order of the Board of Directors,

David A. Persing
Senior Vice President,
General Counsel and Secretary

September [6], 2001

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Appendix A

METROMEDIA INTERNATIONAL GROUP, INC.
AUDIT COMMITTEE CHARTER

Organization

The Board of Directors has established an audit committee. The Audit
Committee must be composed of at least three directors.

Statement of Policy

The Audit Committee shall provide advice and assistance to the Board and its
members in fulfilling their responsibilities to the shareholders and investment
community relating to corporate accounting, reporting practices of the Company,
and the quality and integrity of the financial reports of the Company. In so
doing, the Audit Committee shall communicate freely and openly with the
directors, the independent auditors, and the financial management of the
Company.

Membership

The committee shall be comprised of at least three members who are independent
of the management of the Company and are free of any relationship that would
interfere with their ability to make independent judgments as an audit committee
member.

Each member shall be able to read and understand fundamental financial
statements, including the Company's balance sheet, income statement, and cash
flow statement or will become able to do so within a reasonable period of time
after his or her appointment to the audit committee. At least one member of the
audit committee must have past employment experience in finance or accounting,
requisite professional certification in accounting, or any other comparable
experience or background which results in the individual's financial
sophistication, including being or having been a chief executive officer, chief
financial officer or other senior officer with financial oversight
responsibilities.

Meeting

The Committee shall meet at least quarterly generally before regular Board of
Directors meetings. In no event will any quarterly or annual report on Form 10-Q
or Form 10-K, respectively, be filed prior to approval of such report by the
audit committee. The Committee may ask members of management or others to attend
any meeting of the audit committee and provide pertinent information as its
members may deem necessary.

The agenda for each meeting will be prepared by the secretary of the Company
and, whenever reasonably practicable, circulated to each member prior to the
meeting. A meeting may be held by telephone or action may be taken without a
meeting by unanimous written consent setting forth the action so taken, signed
by the members of the Audit Committee.

As part of its job to foster open communication, the Audit Committee shall meet
at least annually with management and the independent auditor to discuss the
quality of the Company's accounting, including internal control procedures,
financial disclosures, and the Company's accounting principles and their
application.

Responsibilities

In carrying out its responsibilities, the Audit Committee believes its policies
and procedures should remain flexible, in order to best react to changing
conditions and to assure the directors and shareholders that the corporate
accounting and reporting practices of the Company are in accordance with all
requirements and are of the highest quality.

In carrying out these responsibilities, the Audit Committee shall:

- Ensure receipt from the independent auditors of a formal written
statement delineating all relationships between the auditor and the
Company, consistent with Independence Standards Board Standard 1, and

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shall engage in a dialogue with the auditor with respect to any
disclosed relationships or services that may impact the objectivity
and independence of the auditor and take, or recommend that the full
Board take, appropriate action to oversee the independence of the
independent auditor.

- Review and recommend to the directors the independent auditors to be
selected (or nominate the independent auditor to be proposed for
shareholder approval in any proxy statement) to audit the financial
statements of the Company and its divisions and subsidiaries and to
evaluate, and, where appropriate, replace the independent auditor.

- Meet with the independent auditors and financial management of the
Company to review the scope of the proposed audit for the current
year, and at the conclusion thereof review such audit, including any
comments or recommendations of the independent auditors.

- Review with the independent auditors and the Company's financial and
accounting personnel, the adequacy and effectiveness of the accounting
and financial controls of the Company, and elicit any recommendations
for the improvement of such internal control procedures or particular
areas where new or more detailed controls or procedures are desirable.
Particular emphasis should be given to the adequacy of such internal
controls to expose any payments, transactions, or procedures that
might be deemed unauthorized, illegal or otherwise improper.

- Receive, a reasonable time prior to each meeting so as to permit
meaningful review, a draft of the Annual Report on Form 10-K or
Quarterly Report on Form 10-Q.

- Review the financial statements contained in the annual report to
shareholders with management and the independent auditors to determine
that the independent auditors are satisfied with the disclosure and
content of the financial statements to be presented to the
shareholders. Review any proposed changes in accounting principles.

- Provide sufficient opportunity independent auditors to meet with the
members of the Audit Committee without members of management present.
Among the items to be discussed in these meetings are the independent
auditors' evaluation of the Company's financial, accounting, and
auditing personnel, and the cooperation that the independent auditors
received during the course of the audit.

- Provide an open avenue of communication the independent auditor and
the board of directors.

- Submit the minutes of all the meetings of the Audit Committee to, or
discuss the matters discussed at each committee meeting, with the
board of directors.

- Fully, fairly, and timely disclose all material developments to the
board of directors.

- Investigate any matter brought to its attention within the scope of
its duties, with the power to retain outside counsel for this purpose
if, in its judgment, that is appropriate.

================================================================================
While the committee has the duties and responsibilities set forth in this
charter, the committee is not responsible for planning or conducting the audit
or for determining whether the Corporation's financial statements are complete
and accurate and are in accordance with generally accepted accounting
principles. Similarly, it is not the responsibility of the committee to resolve
disagreement, if any, between management and the independent auditors or to
ensure that the Corporation complies with all laws and regulations and its Code
of Conduct.

Nothing contained in this charter is intended to, or should be construed as,
creating any responsibility or liability of the members of the Committee except
to the extent otherwise provided under the Delaware law which shall continue to
set the legal standard for the conduct of the members of the Committee.
================================================================================

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INSTRUCTIONS

1. If your shares are registered in your own name, please sign, date and mail
the attached WHITE Proxy Card to Georgeson Shareholder in the postage-paid
envelope provided today.

2. If you have previously signed and returned a BLUE proxy card to Elliott
Associates, L.P., you have every right to change your vote. Only your
latest dated card will count. You may revoke any BLUE Proxy Card already
sent to Elliot Associates by signing, dating and mailing the attached WHITE
Proxy Card in the postage-paid envelope provided. Any proxy may be revoked
at any time prior to the 2001 Annual Meeting by delivering a later dated
proxy for the 2001 Annual Meeting or a written notice of revocation to
Georgeson Shareholder or the Secretary of Metromedia International Group,
Inc., or by voting in person at the 2001 Annual Meeting.

3. If your shares are held in the name of a brokerage firm, bank nominee or
other institution, only it can sign a WHITE Proxy Card with respect to your
shares and only after receiving your specific instructions. Accordingly,
please sign, date and mail the attached WHITE Proxy Card in the
postage-paid envelope provided. To ensure that your shares are voted, you
should also contact the person responsible for your account and give
instructions for a WHITE Proxy Card to be issued representing your shares.

4. After signing the attached WHITE Proxy Card do not sign or return the BLUE
proxy card unless you intend to change your vote, because only your latest
dated proxy card will be counted.

If you have any questions about giving your proxy or require assistance, please
call:

Georgeson [LOGO] Shareholder

17 State Street
New York, NY 10004

Call Toll-Free: 1-800-223-2064
Banks and Brokerage firms call collect: 212-440-9800

TO VOTE BY MAIL, PLEASE DETACH PROXY CARD HERE

--------------------------------------------------------------------------------

PROXY PRELIMINARY COPY

METROMEDIA INTERNATIONAL GROUP, INC.
ONE MEADOWLANDS PLAZA, EAST RUTHERFORD, NEW JERSEY 07073
SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER 9, 2001

The undersigned hereby appoints David A. Persing and Vincent D. Sasso, Jr., or
either of them, each with full power of substitution, as proxies or proxy of the
undersigned and hereby authorizes them to represent and vote as designated below
all shares of Common Stock, par value $1.00 per share, of Metromedia
International Group, Inc. (the "Corporation") held of record by the undersigned
at the close of business on August 31, 2001 at the Annual Meeting of
Stockholders (the "Annual Meeting") to be held at 11:00 a.m. on October 9, 2001
at 1285 Avenue of the Americas, New York, New York 10019, or any adjournment or
postponement thereof, and, in their discretion, upon all matters incident to the
conduct of the Annual Meeting, including any permitted adjournments or
postponements of the Annual Meeting, and such other matters as may properly be
brought before the Annual Meeting of which the Corporation has not received
notice a reasonable time before mailing of the Proxy Statement began.

This signed Proxy Card revokes all proxies previously given by the undersigned
to vote at the Annual Meeting of Stockholders or any adjournment or postponement
thereof. The undersigned hereby acknowledges receipt of the Notice of Annual
Meeting of Stockholders and the Proxy Statement relating to the Annual Meeting.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPALS 1 AND 2 AND "AGAINST"
PROPOSALS 3, 4 AND 5 AND "AGAINST" ANY DIRECTOR NOMINEES PROPOSED BY ELLIOTT
ASSOCIATES, L.P. AND ELLIOTT INTERNATIONAL, L.P.

(Please date and sign on the reverse side)

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YOUR VOTE IS IMPORTANT

PLEASE SIGN, DATE AND MAIL
YOUR WHITE PROXY CARD TODAY

(SEE REVERSE SIDE FOR INSTRUCTIONS)

TO VOTE BY MAIL, PLEASE DETACH PROXY CARD HERE
--------------------------------------------------------------------------------

[X] PLEASE MARK
YOUR VOTES AS
INDICATED IN
THIS EXAMPLE

[Enlarge/Download Table]

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR WITHHOLD
"FOR" THE APPROVAL OF THE PROPOSALS SET all nominees authority
FORTH UNDER ITEMS 1 AND 2. listed (except to vote
as otherwise for all
specified nominees
Nominees:
01 Clark A. Johnson, 02 John S. Chalsty, 03 Silvia Kessel [ ] [ ]

Withheld for the nominees you list below: (Write that
nominee's name in the space provided below.)

__________________________________________________________________________________________

FOR AGAINST ABSTAIN
PROPOSAL TWO. Ratification of the Selection of KPMG LLP as [ ] [ ] [ ]
the Corporation's independent auditors for the fiscal year
ending December 31, 2001.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "AGAINST" ITEMS 3, 4 AND 5.

FOR AGAINST ABSTAIN
PROPOSAL THREE. Approval and adoption of an amendment to the
Corporation's certificate of incorporation to permit [ ] [ ] [ ]
Stockholders to take action by written consent and to call
special meetings.

PROPOSAL FOUR. Approval and adoption of an amendment to the
Corporation's by-laws to limit the number of "inside" [ ] [ ] [ ]
directors on the Corporation's Board of Directors to one
person.

PROPOSAL FIVE. Approval and Adoption of a proposal to urge
the Corporation's Board of Directors to reorganize itself [ ] [ ] [ ]
into one class.

WHEN PROPERLY EXECUTED, THIS PROXY CARD WILL BE VOTED AS DIRECTED. IF NO
DIRECTION IS GIVEN, THIS PROXY CARD WILL BE VOTED "FOR" PROPOSALS 1 AND 2 AND
"AGAINST" PROPOSALS 3, 4 AND 5.

PLEASE SIGN EXACTLY AS YOUR NAME APPEARS BELOW.

Dated: ___________________ ,2001

__________________________________
Signature

__________________________________
Signature if held jointly

Please sign exactly as your name appears on this Proxy Card. If shares are
registered in more than one name, the signatures of all such persons are
required. A corporation should sign in its full corporate name by a duly
authorized officer, stating such officer's title. Trustees, guardians, executors
and administrators should sign in their official capacity giving their full
title as such. A partnership should sign in the partnership name by an
authorized person, stating such person's title and relationship to the
partnership.

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘PREC14A’ Filing	Date	First	Last	Other Filings

	5/3/02	29
	12/31/01	2	33	10-K, NT 10-K
	10/31/01	14		DFAN14A
	10/9/01	2	32	DEFA14A
	8/31/01	3	32	PRER14A
Filed on:	8/27/01
	3/21/01	10	21
	3/1/01	7
	1/11/01	8		SC 13D/A, SC 13G/A
	1/1/01	12
	12/31/00	10	29	10-K405, 10-K405/A, 5
	12/13/00	25
	11/8/00	7	10
	8/14/00	12
	1/11/00	20
	12/31/99	11	13	10-K405
	10/8/99	8		SC 13D
	9/30/99	12		8-K, S-3, S-8
	1/1/99	14
	12/31/98	13		10-K, 10-K/A
	12/4/96	19		8-K
	8/29/96	20		DEF 14A, PRE 14A
	1/1/96	18
	11/1/95	14	20	8-K
				List all Filings

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Filing Submission 0000891554-01-504682 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Mig, Inc. – ‘PREC14A’ on 8/27/01 re: Mig, Inc.

On: Monday, 8/27/01 · Accession #: 891554-1-504682 · File #: 1-05706

Preliminary Proxy Solicitation Material — Contested Solicitation — Schedule 14AFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Preliminary Proxy Solicitation Material — Contested Solicitation — Schedule 14A
Filing Table of Contents