UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 9)*
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(a)
ASCENT MEDIA GROUP, INC.
(Name of Issuer)
Class A Common Stock, par value $.01 per share
--------------------------------------------------------------------------------
(Title of Class of Securities)
043634 10 4
--------------------------------------------------------------------------------
(CUSIP Number)
Charles Y. Tanabe
Senior Vice President and General Counsel
Liberty Media Corporation
12300 Liberty Boulevard
Englewood, Colorado 80112
(720) 875-5400
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 31, 2002 and January 23, 2003
--------------------------------------------------------------------------------
(Date of Events which Require Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ]
Note. Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 (the "Act"), or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following pages)
Page 1 of 18
CUSIP NO. 043634 10 4
================================================================================
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
1 LIBERTY MEDIA CORPORATION
84-1288730
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
28,682,644 (1)
NUMBER OF -----------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 52,159,675 (1)
OWNED BY EACH
REPORTING -----------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
28,682,644 (1)
-----------------------------------------------------
10 SHARED DISPOSITIVE POWER
52,159,675 (1)
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
80,842,319 (1)
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
94.4% (1)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
(1) Liberty Media Corporation ("Liberty") beneficially owns 80,796,719 shares of
the Issuer's Class B Common Stock, par value $.01 per share ("Class B Common
Stock") and 45,600 shares of the Issuer's Class A Common Stock (as defined
herein). Each share of the Issuer's Class B Common Stock is convertible, at the
option of the holder, into one share of the Issuer's Class A Common Stock. The
80,796,719 shares of the Issuer's Class B Common Stock beneficially owned by
Liberty include 28,455,555 shares issuable to Liberty and its subsidiaries upon
conversion of certain convertible notes owned by Liberty and its subsidiaries,
as described in the Statement (as defined herein), and 52,341,164 shares owned
by Liberty and its subsidiaries, and represent 100% of the outstanding shares of
the Issuer's Class B Common Stock, as of January 24, 2003. The 45,600 shares of
the Issuer's Class A
Page 2 of 18
Common Stock beneficially owned by Liberty and its subsidiary represent less
than 1% of the outstanding shares of the Issuer's Class A Common Stock, as of
January 24, 2003. The shares of Class A and Class B Common Stock beneficially
owned by Liberty and its subsidiaries represent approximately 94.4% of the
Issuer's currently outstanding equity, which consists of the Issuer's Class A
and Class B Common Stock, and approximately 99.4% of the total voting power
represented by the Issuer's outstanding Class A and Class B Common Stock.
Page 3 of 18
CUSIP NO. 043634 10 4
================================================================================
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
LIBERTY LWR, INC.
84-1564779
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF -----------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 52,159,675 (1)
OWNED BY EACH
REPORTING -----------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
0
-----------------------------------------------------
10 SHARED DISPOSITIVE POWER
52,159,675 (1)
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
52,159,675 (1)
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
74.8% (1)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
(1) Liberty LWR, Inc. ("LWR") beneficially owns 52,114,075 shares of the
Issuer's Class B Common Stock and 45,600 shares of the Issuer's Class A Common
Stock. Each share of the Issuer's Class B Common Stock is convertible, at the
option of the holder, into one share of the Issuer's Class A Common Stock. The
52,114,075 shares of the Issuer's Class B Common Stock beneficially owned by LWR
include 12,500,000 shares issuable to LWR and its subsidiary upon conversion of
certain convertible notes owned by LWR and its subsidiary, as described in the
Statement, and 39,614,075 shares owned by LWR and its subsidiary, and represent
80.4% of the outstanding shares of the Issuer's Class B Common Stock, as of
January 24, 2003. The 45,600 shares of the Issuer's Class A Common Stock
beneficially owned by LWR represent less than 1% of the outstanding shares of
the Issuer's
Page 4 of 18
Class A Common Stock, as of January 24, 2003. The shares of Class A and Class B
Common Stock beneficially owned by LWR and its subsidiary represent
approximately 74.8% of the Issuer's currently outstanding equity, which consists
of the Issuer's Class A and Class B Common Stock, and approximately 79.8% of the
total voting power represented by the Issuer's outstanding Class A and Class B
Common Stock.
Page 5 of 18
CUSIP NO. 043634 10 4
================================================================================
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
LIBERTY LIVEWIRE HOLDINGS, INC.
84-1597675
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF -----------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 8,736,866 (1)
OWNED BY EACH
REPORTING -----------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
0
-----------------------------------------------------
10 SHARED DISPOSITIVE POWER
8,736,866 (1)
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,736,866 (1)
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.2% (1)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
(1) Liberty Livewire Holdings, Inc. ("Holdings") beneficially owns 8,736,866
shares of the Issuer's Class B Common Stock and no other shares of the capital
stock of the Issuer. Each share of the Issuer's Class B Common Stock is
convertible, at the option of the holder, into one share of the Issuer's Class A
Common Stock. The 8,736,866 shares of the Issuer's Class B Common Stock
beneficially owned by Holdings include 4,100,000 shares issuable to Holdings
upon conversion of certain convertible notes owned by Holdings, as described in
the Statement, and 4,636,866 shares owned by Holdings, and represent 15.5% of
the outstanding shares of the Issuer's Class B Common Stock, as of January 24,
2003; these shares also represent approximately 14.2% of the Issuer's currently
Page 6 of 18
outstanding equity, which consists of the Issuer's Class A and Class B Common
Stock, and approximately 15.3% of the total voting power represented by the
Issuer's outstanding Class A and Class B Common Stock.
Page 7 of 18
CUSIP NO. 043634 10 4
================================================================================
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
ASCENT MEDIA DEBT, INC.
27-0039842
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF -----------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 5,321,679 (1)
OWNED BY EACH
REPORTING -----------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
0
-----------------------------------------------------
10 SHARED DISPOSITIVE POWER
5,321,679 (1)
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,321,679 (1)
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.8% (1)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
(1) Ascent Media Debt, Inc. ("Ascent Debt") beneficially owns 5,321,679 shares
of the Issuer's Class B Common Stock. Each share of the Issuer's Class B Common
Stock is convertible, at the option of the holder, into one share of the
Issuer's Class A Common Stock. The 5,321,679 shares of the Issuer's Class B
Common Stock owned by Ascent Debt are issuable to Ascent Debt upon the
conversion of certain convertible notes, as described in the Statement, and
represent 9.2% of the outstanding shares of the Issuer's Class B Common Stock as
of January 24, 2003. The shares of Class B Common Stock beneficially owned by
Ascent Debt represent 8.5% of the Issuer's
Page 8 of 18
currently outstanding equity which consists of the Issuer's Class A and Class B
Common Stock, and approximately 9.2% of the total voting power represented by
the Issuer's outstanding Class A and Class B Common Stock.
Page 9 of 18
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(AMENDMENT NO. 9)
STATEMENT OF
LIBERTY MEDIA CORPORATION,
LIBERTY LWR, INC.,
LIBERTY LIVEWIRE HOLDINGS, INC.
AND
ASCENT MEDIA DEBT, INC.
PURSUANT TO SECTION 13(d) OF THE SECURITIES EXCHANGE ACT OF 1934
IN RESPECT OF
ASCENT MEDIA GROUP, INC.
(FORMERLY KNOWN AS LIBERTY LIVEWIRE CORPORATION)
Liberty Media Corporation, a Delaware corporation ("Liberty"), Ascent
Media Debt, Inc., a Delaware corporation ("Ascent Debt"), Liberty LWR, Inc., a
Delaware corporation ("LWR"), and Liberty Livewire Holdings, Inc., a Delaware
corporation ("Holdings" and together with Liberty, Ascent Debt and LWR, the
"Reporting Persons"), hereby amend and supplement the Statement on Schedule 13D
as originally filed by Liberty on January 20, 2000 (the "Original Filing") and
amended by Statements on Schedule 13D/A filed by Liberty on January 20, 2000,
June 7, 2000, July 26, 2000, August 3, 2000, October 31, 2000 and March 13, 2001
and by Liberty, LWR and Holdings on June 7, 2002 and October 18, 2002 (as so
amended, the "Statement"), with respect to the Class A Common Stock, par value
$.01 per share ("Class A Common Stock"), of Ascent Media Group, Inc. (formerly
known as Liberty Livewire Corporation), a Delaware corporation (the "Issuer").
Ascent Debt and LWR are wholly-owned direct subsidiaries of Liberty, and
Holdings is a majority-owned direct subsidiary of LWR and indirect
majority-owned subsidiary of Liberty. Capitalized terms used herein and not
otherwise defined shall have the meanings ascribed to them in the Statement.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 is hereby supplemented and amended to include the following information:
The Reporting Persons are Liberty Media Corporation, a Delaware
corporation, Liberty LWR, Inc., a Delaware corporation, Liberty Livewire
Holdings, Inc., a Delaware corporation, and Ascent Media Debt, Inc., a Delaware
corporation, all with a principal business address of
Page 10 of 18
12300 Liberty Boulevard, Englewood, Colorado 80112. The principal business of
Liberty is the ownership of interests in a broad range of video programming,
broadband distribution, interactive technology services and communications
businesses in the United States, Europe, South America and Asia. The principal
business of LWR, Holdings and Ascent Debt is the ownership of their respective
interest in Ascent Media Corporation.
The prior Schedule 1 to the Statement is hereby deleted in its entirety
and is replaced by the Schedule 1 attached hereto which contains the following
information concerning each director, executive officer and controlling person
of Liberty: (i) name and residence or business address; (ii) principal
occupation or employment; (iii) the name, principal business and address of any
corporation or other organization in which such employment is conducted; and
(iv) citizenship. Schedule 1 attached hereto is incorporated herein by
reference.
The prior Schedule 2 to the Statement is hereby deleted in its entirety
and is replaced by the Schedule 2 attached hereto which contains the following
information concerning each director, executive officer and controlling person
of LWR, Holdings and Ascent Debt: (i) name and residence or business address;
(ii) principal occupation or employment; (iii) the name, principal business
address of any corporation or other organization in which such employment is
conducted; and (iv) citizenship. Schedule 2 attached hereto is incorporated
herein by reference.
During the last five years, none of the Reporting Persons and none of
the persons named on Schedule 1 and Schedule 2 (the "Schedule Persons") (to the
knowledge of the Reporting Persons) has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors). During the last five
years, neither the Reporting Persons nor any of the Schedule Persons (to the
knowledge of the Reporting Persons) has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and, as a result of
such proceeding, is or was subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby supplemented and amended to include the following information:
(a)and (b) The Reporting Persons' interest in the securities of the
Issuer has changed since October 18, 2002, the date an
amendment to the Original Filing was last filed, due to
interest payments under the Credit Agreement and the approval
by the stockholders of the Issuer of the conversion provisions
of certain advances thereunder. The information regarding the
Reporting Persons' total interest in the securities of the
Issuer set forth on the cover pages of this Statement is
hereby incorporated into this item by reference.
(c) Transactions in Securities
(1) INTEREST PAYMENTS.
Page 11 of 18
Pursuant to the terms of the Credit Agreement, the Reporting
Persons have received the following additional interest
payments from the Issuer in shares of the Issuer's Class B
Common Stock since October 18, 2002, the date an amendment to
the Original Filing was last filed:
Number of Shares of Interest Payment for
Interest Payee Class B Common Stock Period Ended
-------------- -------------------- ------------
LWR 1,756,770 December 31, 2002
Liberty 2,056,506 December 31, 2002
Holdings 857,471 December 31, 2002
In the aggregate, the Reporting Persons have received
4,670,747 shares of the Issuer's Class B Common Stock in
payment of interest pursuant to the Credit Agreement since
October 18, 2002, the date an amendment to the Original Filing
was last filed. Of those shares of Class B Common Stock,
4,670,747 shares are beneficially owned by Liberty, 2,913,977
shares are beneficially owned by LWR, and 857,471 shares are
beneficially owned by Holdings.
(2) STOCKHOLDER APPROVAL OF CONVERTIBLE LOANS.
On August 13, 2002, the Issuer and Liberty entered into
Supplement No. 3 ("Supplement No. 3") to the First Amended and
Restated Credit Agreement, dated as of December 22, 2000, as
supplemented and amended (the "Credit Agreement"), between
Liberty and the Issuer. Under Supplement No. 3 the Issuer is
permitted to draw $25,000,000 as needed through, at Liberty's
option: (a) loans under the Credit Agreement, convertible into
shares of the Issuer's Class B Common Stock, at a conversion
price per share equal to 115% of the average daily closing
price of the Issuer's Class A Common Stock for the five most
recent trading days ending on and including the date which is
two business days prior to the date of the borrowing, (b)
sales of the Issuer's Class B Common Stock to Liberty at a
purchase price per share equal to the average market price of
the Issuer's Class A Common Stock for the five most recent
trading days ending on and including the date which is two
business days prior to the date of the stock sale, or (c) any
combination of (a) or (b). Any draws by the Issuer under
Supplement No. 3 are subject to the Issuer obtaining any
necessary consents and approvals and issuing any required
notices, including, to the extent applicable, stockholder
approval of the issuance of shares of the Issuer's Class B
Common Stock to Liberty, whether as a sale of stock or upon
the conversion of any loan under Supplement No. 3
("Stockholder Consent"). The Issuer's stockholders granted the
Stockholder Consent on January 23, 2003, which included
approval by the Issuer's stockholders of the issuance of the
Issuer's Class B Common Stock and convertible notes
convertible into shares of the Issuer's Class B Common Stock
pursuant to Supplement No. 3 after December 20, 2002, the
potential issuance of shares of the Issuer's Class B Common
Stock and
Page 12 of 18
convertible notes convertible into shares of the Issuer's
Class B Common Stock pursuant to future supplements to the
Credit Agreement for a purchase price per share or with an
initial conversion price per share, as applicable, determined
in a manner no less favorable to the Issuer than as provided
in Supplement No. 3, and the potential issuance of shares of
the Issuer's Class B Common Stock upon conversion of
convertible notes convertible into shares of the Issuer's
Class B Common Stock issued pursuant to Supplement No. 3
outstanding on December 20, 2002.
On September 30, 2002, the Issuer received financing from
Liberty in an aggregate amount of $17,298,000 (the "Proceeds")
pursuant to the terms of Supplement No. 3, under which Liberty
provided (i) $11,948,300 of the Proceeds through the purchase
of 7,070,000 shares (the "Supplement No. 3 Shares") of the
Issuer's Class B Common Stock at a price of $1.69 per share
(the "Stock Purchase") and (ii) $5,349,700 of the Proceeds
pursuant to a loan in exchange for a convertible promissory
note of the Issuer (the "Third Supplement Note").
Liberty and the Issuer effected the Stock Purchase pursuant to
the terms of Supplement No. 3 and a Stock Purchase Agreement,
dated as of September 30, 2002 (the "Stock Purchase
Agreement"), and the purchase price for the Supplement No. 3
Shares of $1.69 per share was calculated in accordance
therewith using the average daily closing price of the
Issuer's Class A Common Stock for the five trading days ending
on and including September 26, 2002. Upon receipt of the
Stockholder Consent described above, the principal amount of
and any accrued and unpaid interest on the Third Supplement
Note became convertible, at the option of Liberty and in
accordance with Supplement No. 3 and the Credit Agreement,
into the Issuer's Class B Common Stock at a price of $1.94 per
share (for an aggregate of 2,757,577 shares, excluding shares
issuable upon the conversion of accrued and unpaid interest),
which conversion price is 115% of the average daily closing
price of the Issuer's Class A Common Stock for the five
trading days ending on and including September 26, 2002.
On October 17, 2002, the Issuer received $4,000,000 from
Liberty pursuant to the terms of Supplement No. 3 in exchange
for a convertible promissory note of the Issuer in the same
amount ("Third Supplement Note #2"). Upon the receipt of the
Stockholder Consent described above, the principal amount of
and any accrued and unpaid interest on Third Supplement Note
#2 became convertible, at the option of Liberty and in
accordance with Supplement No. 3 and the Credit Agreement,
into the Issuer's Class B Common Stock at a price of $1.56 per
share (for an aggregate of 2,564,102 shares, excluding shares
issuable upon the conversion of accrued and unpaid interest),
which conversion price is 115% of the average daily closing
price of the Issuer's Class A Common Stock for the five
trading days ending on and including October 15, 2002.
On December 31, 2002 Liberty transferred to Ascent Debt the
Third Supplement Note and the Third Supplement Note #2.
Page 13 of 18
(3) SUMMARY OF TRANSACTION.
The following chart summarizes the changes in the Reporting
Persons' beneficial ownership of the Issuer's Class A and
Class B Common Stock since October 18, 2002, the date an
amendment to the Original Filing was last filed. Each share of
the Issuer's Class B Common Stock is convertible into one
share of the Issuer's Class A Common Stock:
======================================================================================================================
Liberty LWR Holdings Ascent Debt Total
------- ---- -------- ----------- -----
----------------------------------------------------------------------------------------------------------------------
Amount of Class A and
Class B Common Stock
Reported as Beneficially 70,849,893
Owned on Amendment No. 8
to the Statement
Interest Payments in
Shares of Class B Common
Stock Pursuant to Credit 2,056,506 1,756,770 857,471 4,670,747
Agreement
Shares of Class B Common
Stock Issuable Pursuant
to the Third Supplement 2,757,577 2,757,577
Note
Shares of Class B Common
Stock Issuable Pursuant
to the Third Supplement 2,564,102 2,564,102
Note #2 ---------
Total Shares of Class A
and Class B Common Stock
Currently Beneficially 80,842,319
Owned by Reporting Persons
======================================================================================================================
Page 14 of 18
(4) SUMMARY OF BENEFICIAL OWNERSHIP.
The following chart summarizes the current beneficial ownership of the Issuer's
equity securities by each of the Reporting Persons as of the date of this
Statement. The shares listed below as beneficially owned by Liberty include the
shares listed below as beneficially owned by Ascent Debt and LWR, and the shares
listed below as beneficially owned by LWR include the shares listed below as
beneficially owned by Holdings:
======================================================================================================================
Shares of Class B Common
Reporting Shares of Class A Shares of Class B Stock Issuable Upon
Person Common Stock Common Stock Conversion of Notes Total
------ ------------ ------------ ------------------- -----
----------------------------------------------------------------------------------------------------------------------
Liberty 45,600 52,341,164 28,455,555 80,842,319
LWR 45,600 39,614,075 12,500,000 52,159,675
Holdings 4,636,866 4,100,000 8,736,866
Ascent Debt 5,321,679 5,321,679
======================================================================================================================
Page 15 of 18
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
Dated: January 30, 2003
LIBERTY MEDIA CORPORATION
By: /s/ Elizabeth M. Markowski
-------------------------------
Name: Elizabeth M. Markowski
Title: Senior Vice President
LIBERTY LWR, INC.
By: /s/ Elizabeth M. Markowski
-------------------------------
Name: Elizabeth M. Markowski
Title: Senior Vice President
LIBERTY LIVEWIRE HOLDINGS, INC.
By: /s/ Elizabeth M. Markowski
-------------------------------
Name: Elizabeth M. Markowski
Title: Senior Vice President
ASCENT MEDIA DEBT, INC.
By: /s/ Elizabeth M. Markowski
-------------------------------
Name: Elizabeth M. Markowski
Title: Senior Vice President
Page 16 of 18
SCHEDULE 1 OF THE STATEMENT IS HEREBY AMENDED TO READ IN ITS ENTIRETY AS
FOLLOWS:
SCHEDULE 1
DIRECTORS AND EXECUTIVE OFFICERS OF LIBERTY MEDIA CORPORATION
The name and present principal occupation of each director and
executive officer of Liberty Media Corporation ("Liberty") are set forth below.
The principal business of Liberty is the ownership of interests in a broad range
of video programming, broadband distribution, interactive technology services
and communications businesses in the United States, Europe, South America and
Asia. The principal businesses of the other entities listed below are as so
listed. Unless otherwise noted, the business address for each person listed
below is c/o Liberty Media Corporation, 12300 Liberty Boulevard, Englewood,
Colorado 80112. To the knowledge of the Reporting Persons, all executive
officers and directors listed on this Schedule 1 are United States citizens,
except for David J.A. Flowers, who is a Canadian citizen.
Name and Business
Address (if applicable) Principal Occupation and Principal Business (if applicable)
----------------------- -----------------------------------------------------------
John C. Malone Chairman of the Board and Director of Liberty
Robert R. Bennett President, Chief Executive Officer and Director of Liberty
Donne F. Fisher Director of Liberty; President of Fisher Capital Partners, Ltd., a venture
9781 Meridian Blvd., #200 capital partnership
Englewood, Colorado 80112
Paul A. Gould Director of Liberty; Managing Director of Allen & Company Incorporated, an
711 5th Avenue, 8th Floor investment banking services company
New York, New York 10022
Gary S. Howard Executive Vice President, Chief Operating Officer and Director of Liberty
Jerome H. Kern Director of Liberty; Consultant, Kern Consulting LLC, a consulting company
4600 S. Syracuse St.
Denver, Colorado 80237
Kim Magness Director of Liberty
David E. Rapley Director of Liberty
Larry E. Romrell Director of Liberty
David J.A. Flowers Senior Vice President and Treasurer of Liberty
Elizabeth M. Markowski Senior Vice President of Liberty
Albert E. Rosenthaler Senior Vice President of Liberty
Christopher W. Shean Senior Vice President and Controller of Liberty
Charles Y. Tanabe Senior Vice President, General Counsel and Secretary of Liberty
Page 17 of 18
SCHEDULE 2
DIRECTORS AND EXECUTIVE OFFICERS OF
LIBERTY LWR, INC., LIBERTY LIVEWIRE HOLDINGS, INC.
AND ASCENT MEDIA DEBT, INC.
The name and present principal occupation of each director and
executive officer of Liberty LWR, Inc. ("LWR"), Liberty Livewire Holdings, Inc.
("Holdings") and Ascent Media Debt, Inc. ("Ascent Debt") are set forth below.
The principal business of Liberty Media Corporation is the ownership of
interests in a broad range of video programming, broadband distribution,
interactive technology services and communications businesses in the United
States, Europe, South America and Asia. The principal business of LWR, Holdings
and Ascent Debt is the ownership of their respective interest in Ascent Media
Corporation. The business address for each person listed below is c/o Liberty
Media Corporation, 12300 Liberty Boulevard, Englewood, Colorado 80112. To the
knowledge of the Reporting Persons, all executive officers and directors listed
on this Schedule 2 are United States citizens, except for David J.A. Flowers,
who is a Canadian citizen.
Name Principal Occupation
---- --------------------
John C. Malone Chairman of the Board and Director of Liberty, LWR, Holdings and
Ascent Debt
Robert R. Bennett President, Chief Executive Officer and Director of Liberty, LWR,
Holdings and Ascent Debt
Gary S. Howard Executive Vice President, Chief Operating Officer and Director of
Liberty, LWR, Holdings and Ascent Debt
David J.A. Flowers Senior Vice President and Treasurer of Liberty, LWR, Holdings and
Ascent Debt
Elizabeth M. Markowski Senior Vice President of Liberty, LWR, Holdings and Ascent Debt
Albert E. Rosenthaler Senior Vice President of Liberty, LWR, Holdings and Ascent Debt
Christopher W. Shean Senior Vice President and Controller of Liberty, LWR, Holdings and
Ascent Debt
Charles Y. Tanabe Senior Vice President, General Counsel and Secretary of Liberty,
LWR, Holdings and Ascent Debt
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