UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ፤ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2001 OR អ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) For the transition period from to Commission File Number 1-5706 METROMEDIA INTERNATIONAL GROUP, INC. (Exact name of registrant, as specified in its charter) DELAWARE 58-0971455 (State or other jurisdiction (I.R.S. Employer Identification No.) of incorporation or organization) 505 Park Avenue, 21st Floor, New York, New York 10022 (Address and zip code of principal executive offices) (212) 527-3800 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered Common Stock, $1.00 par value American Stock Exchange Pacific Stock Exchange 71¤4% Cumulative Convertible Preferred Stock American Stock Exchange Pacific Stock Exchange Securities registered pursuant to Section 12(g) of the Act: 101¤2% Senior Discount Notes due 2007 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ፤ No អ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K. ፤ The aggregate market value of voting stock of the registrant held by nonaffiliates of the registrant at March 20, 2002 computed by reference to the last reported sale price of the Common Stock on the composite tape on such date was $19,810,171. The number of shares of Common Stock outstanding as of March 20, 2002 was 94,034,947. Documents Incorporated By Reference None TABLE OF CONTENTS Page PART I Item 1. Business ........................................................... 1 Overview ................................................................ 1 Recent Developments ....................................................... 1 Corporate History .......................................................... 4 Principal Stockholders ....................................................... 4 Description of Business Groups ................................................ 5 Communications Group .................................................... 5 Business Venture Ownership Summary ........................................ 6 Communications Group Strategy ............................................ 8 Telephony ............................................................ 10 Wireless Telephony .................................................... 11 Fixed and Other Telephony .............................................. 13 Internet-Based Services ................................................... 21 Cable Television ........................................................ 23 Radio Broadcasting ..................................................... 27 Paging ............................................................... 28 China ............................................................... 29 Licenses .............................................................. 29 Liquidity Arrangements ................................................... 31 Snapper ............................................................... 32 Environmental Protection .................................................... 35 Employees ............................................................... 35 Segment and Geographic Data ................................................. 35 Risks Associated with the Company ............................................. 36 Item 2. Properties .......................................................... 52 Item 3. Legal Proceedings .................................................... 52 Item 4. Submission of Matters to a Vote of Security Holders ........................... 58 PART II Item 5. Market for Registrant's Common Stock and Related Stockholder Matters ............ 59 Item 6. Selected Financial Data ................................................ 60 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 66 Item 7a. Quantitative and Qualitative Disclosures about Market Risk .................... 99 Special Note Regarding Forward-Looking Statements ................................ 100 Item 8. Financial Statements and Supplementary Data ............................... 100 i Page Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure .............................................................. 100 PART III Item 10. Directors and Executive Officers of the Company ............................ 101 Item 11. Executive Compensation. .............................................. 103 Item 12. Security Ownership of Certain Beneficial Owners and Management ............... 111 Item 13. Certain Relationships and Related Transactions .............................. 113 PART IV Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K ................ 115 ii Certain statements set forth below in this Form 10-K constitute ``Forward-looking Statements'' within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. See ``Special Note Regarding Forward-Looking Statements'' on page 100. PART I Item 1. Business Overview Metromedia International Group, Inc. (``MMG'' or the ``Company'') is a global communications company engaged in the development and operation of a variety of communications businesses in Eastern Europe, the Commonwealth of Independent States (``CIS'') and other selected emerging markets, through its subsidiaries Metromedia International Telecommunications, Inc. (``MITI''), Metromedia China Corporation and since September 30, 1999, PLD Telekom, Inc. (``PLD Telekom''), collectively referred to as the ``Communications Group.'' The Communications Group's principal business operations include: · fixed telephony, including PeterStar in St. Petersburg, and Comstar and Teleport-TP in Moscow · wireless telephony, including a GSM operator in Georgia and an AMPS operator in Kazakhstan · cable television and broadband networks, including systems in Russia, Romania, Kazakhstan and Latvia · radio broadcasting, including the established brands Radio 7 in Moscow, Radio Juventus in Budapest, Country Radio in Prague and Eldoradio and Melodia in St. Petersburg. The Communications Group is also developing e-commerce service opportunities in China. The Company also owns Snapper, Inc., which is a wholly-owned subsidiary. Snapper manufactures Snapper↧ brand premium-priced power lawnmowers, garden tillers, snowthrowers, utility vehicles and related parts and accessories. The Company owned Snapper prior to the November 1, 1995 merger described below under ``Corporate History'' and the subsequent shift in the Company's business focus to a global communications company. Accordingly, the Company views Snapper as a non-core asset and is managing Snapper in order to maximize stockholder value. Recent Developments Liquidity Issues The Company is a holding company; accordingly, it does not generate cash flows from operations. As of December 31, 2001 and March 31, 2002, the Company had approximately $15.1 million and $7.3 million, respectively, in cash at its headquarters level. Due to legal and contractual restrictions, a substantial portion of the cash balances in certain of the Company's business ventures and subsidiaries cannot be readily accessed, if at all, for the Company's liquidity requirements. See ``Risks Associated with the CompanyÐThe Communications Group is dependent on certain local parties, and we cannot assure you that it will be able to maximize its return on certain investments'' and ``Item 7. Management's Discussion and Analysis of Financial Condition and Results from OperationsÐLiquidity and Capital Resources.'' Based on the Company's current existing cash balances and projected internally generated funds, the Company does not believe that it will be able to fund its operating, investing and financing cash flows through 2002. In addition, the Company currently projects that its cash flow and existing capital resources will not be sufficient, without external funding or cash proceeds from asset sales, or a 1 Item 1. Business (continued) combination of both, to pay the September 30, 2002 interest payment on its 101¤2% Senior Discount Notes due 2007 (the ``Senior Discount Notes''). The principal on the Senior Discount Notes (in a fully accreted amount of $210.6 million) comes due in full on September 30, 2007. See Item 7. ``Management's Discussion and Analysis of Financial Condition and Results from OperationsÐ Liquidity and Capital Resources.'' Failure on the part of the Company to make any required payment of interest or principal on the Senior Discount Notes would represent a default under the Senior Discount Notes. A default, if not waived, could result in acceleration of the Company's indebtedness, in which case the full amount of the Senior Discount Notes would become