Will Kluge Prevail at Metromedia?

Remember Metromedia Inc.? Billionaire John Kluge took it private in a leveraged buyout in the mid-1980s for $1.2 billion and then sold it for $6.5 billion a few years later. Kluge held on to the name Metromedia, and he now heads a company trading on the American Stock Exchange as Metromedia International Group (MMG ). It operates communications businesses in China, Eastern Europe, and parts of the former Soviet Union. But the company has been in the red since 1997, and its stock is on the skids, down from $5.12 a year ago, to $2.85 now. In November, 1995, Metromedia traded as high as 18.

What's the scoop? Some pros say Kluge, who is chairman of Metromedia and owns 19.6%, plans to take the company private. But a group of shareholders is opposing the idea. The group, led by Elliott Associates, which owns 3.9%, and Lens Investment Management, an activist in corporate governance, is waging a proxy fight to name two of its own directors to Metromedia's nine-person board. The group says five of the directors are corporate insiders. So it warns that any LBO will be tilted in favor of Kluge's own interests and not those of shareholders. The opposition figures the stock is worth at least 9 a share. But the company has yet to call an annual meeting. Meanwhile, management has hired Salomon Smith Barney and ING Barings to provide advice on either selling or spinning off some of MIG's assets. Stay tuned.

By Gene G. Marcial

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