UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 8)*
(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)
LIBERTY LIVEWIRE CORPORATION
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(Name of Issuer)
Class A Common Stock, par value $.01 per share
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(Title of Class of Securities)
530709104
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(CUSIP Number)
Charles Y. Tanabe
Senior Vice President and General Counsel
Liberty Media Corporation
12300 Liberty Boulevard
Englewood, Colorado 80112
(720) 875-5400
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 28, 2002, July 24, 2002 and September 30, 2002
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(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).
CUSIP NO. 530709104
---------
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Liberty Media Corporation
84-1288730
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) /X/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
21,304,459 (1)
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NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY 49,545,434 (1)
OWNED BY EACH ----------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 21,304,459 (1)
----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
49,545,434 (1)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
70,849,893 (1)
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
93.6% (1)
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14 TYPE OF REPORTING PERSON
CO
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(1) Liberty Media Corporation ("Liberty") beneficially owns 70,804,293 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 70,804,293 shares of the Issuer's Class B Common
Stock beneficially owned by Liberty include 23,133,876 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 47,670,417 shares owned by Liberty and its subsidiaries,
and represent 100% of the outstanding shares of the Issuer's Class B Common
Stock, as of September 30, 2002. The 45,600 shares of the Issuer's Class A
2
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
September 30, 2002. The shares of Class A and Class B Common Stock
beneficially owned by Liberty and its subsidiaries represent approximately
93.6% of the Issuer's currently outstanding equity, which consists of the
Issuer's Class A and Class B Common Stock, and approximately 99.3% of the
total voting power represented by the Issuer's outstanding Class A and Class
B Common Stock.
3
CUSIP NO. 530709104
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Liberty LWR, Inc.
84-1564779
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) /X/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
0
NUMBER OF SHARES -----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 49,545,434 (1)
REPORTING -----------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
0
-----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
49,545,434 (1)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
49,545,434 (1)
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
76.2% (1)
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14 TYPE OF REPORTING PERSON
CO
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(1) Liberty LWR, Inc. ("LWR") beneficially owns 49,499,834 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 49,499,834 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 36,999,834 shares owned by LWR
and its subsidiary, and represent 82.3% of the outstanding shares of the
Issuer's Class B Common Stock, as of September 30, 2002. 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
4
Issuer's Class A Common Stock, as of September 30, 2002. The shares of Class
A and Class B Common Stock beneficially owned by LWR and its subsidiary
represent approximately 76.2% of the Issuer's currently outstanding equity,
which consists of the Issuer's Class A and Class B Common Stock, and
approximately 81.6% of the total voting power represented by the Issuer's
outstanding Class A and Class B Common Stock.
5
CUSIP NO. 530709104
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Liberty Livewire Holdings, Inc.
84-1597675
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) /X/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
0
-----------------------------------------------------------
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY 7,879,395 (1)
OWNED BY EACH -----------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
-----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
7,879,395 (1)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,879,395 (1)
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.9% (1)
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14 TYPE OF REPORTING PERSON
CO
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(1) Liberty Livewire Holdings, Inc. ("Holdings") beneficially owns 7,879,395
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 7,879,395 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 3,779,395 shares owned by Holdings, and represent 15.2% of
the outstanding shares of the Issuer's Class B Common Stock, as of September 30,
2002; these shares also represent approximately 13.9% of the Issuer's currently
6
outstanding equity, which consists of the Issuer's Class A and Class B Common
Stock, and approximately 15.1% of the total voting power represented by the
Issuer's outstanding Class A and Class B Common Stock.
7
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(AMENDMENT NO. 8)
STATEMENT OF
LIBERTY MEDIA CORPORATION,
LIBERTY LWR, INC.,
AND
LIBERTY LIVEWIRE HOLDINGS, INC.
PURSUANT TO SECTION 13(d) OF THE SECURITIES EXCHANGE ACT OF 1934
IN RESPECT OF
LIBERTY LIVEWIRE CORPORATION
(FORMERLY KNOWN AS THE TODD-AO CORPORATION)
Liberty Media Corporation, a Delaware corporation ("Liberty"), Liberty
LWR, Inc., a Delaware corporation ("LWR"), and Liberty Livewire Holdings, Inc.,
a Delaware corporation ("Holdings" and together with Liberty 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 the Reporting Persons on June 7, 2002 (as so amended, the "Statement"),
with respect to the Class A Common Stock, par value $.01 per share ("Class A
Common Stock"), of Liberty Livewire Corporation, a Delaware corporation (the
"Issuer"). LWR is a wholly-owned direct subsidiary 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:
Schedule 1 attached hereto 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 and amends and
restates the prior Schedule 1 to the Statement.
8
Schedule 2 attached hereto contains the following information concerning
each director, executive officer and controlling person of LWR and Holdings: (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 2 attached hereto is incorporated herein by reference and amends and
restates the prior Schedule 2 to the Statement.
During the last five years, neither the Reporting Persons nor any 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 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is hereby supplemented and amended to include the following information:
The source of funds for all loans and stock purchases by Liberty under the
Credit Agreement (as defined herein) has been (and for any future advances is
expected to be) the general working capital of Liberty. The amount of such funds
is $236,291,197.14.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is hereby supplemented and amended to include the following information:
Since June 7, 2002, the date an amendment to the Original Filing was last
filed, the Reporting Persons acquired additional shares of the Issuer's Class B
Common Stock as described in Item 5. The complete text of Item 5 is hereby
incorporated herein by reference. The purpose of such transactions was to
provide the Issuer with funds for working capital, capital expenditures and the
refinancing of certain bank debt. After giving effect to the transactions
described in Item 5, the Reporting Persons beneficially own 93.6% of the
Issuer's outstanding common stock and 99.3% of the voting power represented by
the Issuer's outstanding common stock.
Each Reporting Person intends to continuously review its respective
investment in the Issuer, and may in the future determine to (i) acquire
additional securities of the Issuer, through open market purchases, private
agreements or otherwise, (ii) dispose of all or a portion of the securities of
the Issuer owned by it or (iii) take any other available course of action, which
could involve one or more of the types of transactions or have one or more of
the results described in the following paragraph. Notwithstanding anything
contained herein, each Reporting Person specifically reserves the right to
change its intention with respect to any or all of such matters. In reaching any
decision as to its course of action (as well as to the specific elements
thereof), each Reporting Person currently expects that it would take into
consideration a variety of factors, including, but not limited to, the Issuer's
business and prospects, other developments concerning
9
the Issuer, other business opportunities available to the Reporting Person,
other developments with respect to the business of the Reporting Person,
general economic conditions and money and stock market conditions, including
the market price of the securities of the Issuer.
Other than as set forth in this Statement, each Reporting Person has no
present plans or proposals which relate to or would result in:
(a) the acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
(b) an extraordinary corporate transaction such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
(c) a sale or transfer of a material amount of assets of the Issuer
or of any of its subsidiaries;
(d) any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or
term of directors or to fill any existing vacancies on the board;
(e) any material change in the present capitalization or dividend
policy of the Issuer;
(f) any other material change in the Issuer's business or corporate
structure;
(g) changes in the Issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control
of the Issuer by any person;
(h) a class of securities of the Issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities
association;
(i) causing a class of equity securities of the Issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the
Exchange Act; or
(j) any action similar to any of those enumerated in this Item.
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 June 7, 2002, the date an amendment to the
Original Filing was last filed, due to (i) advances under the Credit
Agreement and interest payments thereunder, including a purchase by
Liberty of 7,070,000 shares of Class B Common Stock of the Issuer
pursuant to Supplement No. 3 (as defined herein) to the Credit
Agreement, and (ii) a purchase by Liberty of 440,981 shares of Class
B Common Stock of the Issuer to fund the Dujardin Arbitration Award
(as defined herein).
10
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) CONVERTIBLE LOANS.
On June 28, 2002, the Issuer and Liberty entered into Supplement
No. 1 ("Supplement No. 1") to the First Amended and Restated Credit
Agreement, dated as of December 22, 2000 (the "Credit Agreement"),
between Liberty and the Issuer, under which the Issuer borrowed
$6,500,000 for the purchase of capital assets, and issued a
promissory note, dated June 28, 2002 (the "First Supplement Note"),
in the same amount, the principal of and accrued and unpaid interest
on which is convertible, at the option of Liberty, into shares of
Class B Common Stock of the Issuer at $3.50 per share (for an
aggregate of 1,857,142 shares, excluding shares issuable upon the
conversion of accrued and unpaid interest).
On July 24, 2002, the Issuer and Liberty entered into Supplement
No. 2 ("Supplement No. 2") to the Credit Agreement, under which the
Issuer borrowed $2,301,461.14 to fund part of the Dujardin
Arbitration Award, and issued a promissory note, dated July 24, 2002
(the "Second Supplement Note"), in the same amount, the principal of
and accrued and unpaid interest on which is convertible, at the
option of Liberty, into shares of Class B Common Stock of the Issuer
at $3.50 per share (for an aggregate of 657,560 shares, excluding
shares issuable upon the conversion of accrued and unpaid interest).
On August 13, 2002, the Issuer and Liberty entered into Supplement
No. 3 ("Supplement No. 3") to the Credit Agreement, under which 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"). Liberty, which beneficially owns
approximately 93.6% of the Issuer's outstanding common stock and
approximately 99.3% of the voting power represented by the Issuer's
outstanding
11
common stock, agreed in Supplement No. 3 to provide any necessary
Stockholder Consent.
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. Subject to
the receipt of the Stockholder Consent described above, the
principal amount of and any accrued and unpaid interest on the Third
Supplement Note is 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"). Subject to the receipt of the Stockholder
Consent described above, the principal amount of and any accrued and
unpaid interest on Third Supplement Note #2 is 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.
(2) DUJARDIN ARBITRATION AWARD.
On July 24, 2002, the Issuer sold 440,981 unregistered and
restricted shares of its Class B Common Stock to Liberty for
$1,344,992.05, or $3.05 per share. The proceeds from the sale were
used to fund part of an arbitration award which Paul Dujardin, a
former employee of the Issuer, obtained against the Issuer (the
"Dujardin Arbitration Award").
(3) INTEREST PAYMENTS.
12
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 June 7,
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 714,345 June 30, 2002
Liberty 690,463 June 30, 2002
Holdings 348,668 June 30, 2002
LWR 1,228,117 September 30, 2002
Liberty 1,305,756 September 30, 2002
Holdings 599,438 September 30, 2002
In the aggregate, the Reporting Persons have received 4,886,787
shares of the Issuer's Class B Common Stock in payment of
interest pursuant to the Credit Agreement since June 7, 2002,
the date an amendment to the Original Filing was last filed. Of
those shares of Class B Common Stock, 4,886,787 shares are
beneficially owned by Liberty, 2,890,568 shares are beneficially
owned by LWR, and 948,106 shares are beneficially owned by
Holdings.
(4) SUMMARY OF TRANSACTIONS.
The following chart summarizes the changes in the Reporting
Persons' beneficial ownership of the Issuer's Class B Common
Stock since June 7, 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. Shares of the Issuer's Class B Common Stock
issuable upon conversion of the Third Supplement Note and Third
Supplement Note #2 are not included in the following chart
because they are not convertible unless the Stockholder Consent
is obtained:
LIBERTY LWR HOLDINGS TOTAL
------- --- -------- -----
Amount of Class B Common
Stock Reported as
Beneficially Owned on
Amendment No. 7 to the
Statement 55,937,423
13
Shares of Class B Common
Stock Issuable Pursuant
to First Supplement Note 1,857,142 1,857,142
Shares of Class B Common
Stock Issuable Pursuant
to Second Supplement Note 657,560 657,560
Supplement No. 3 Shares 7,070,000 7,070,000
Shares of Class B Common
Stock purchased to fund
Dujardin Arbitration Award 440,981 440,981
Interest Payments in
Shares of Class B Common
Stock Pursuant to Credit
Agreement 1,996,219 1,942,462 948,106 4,886,787
----------
Total Shares Currently
Beneficially Owned by
Reporting Persons 70,849,893
(5) 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 LWR, and the shares listed below as
beneficially owned by LWR include the shares listed below as beneficially owned
by Holdings. Shares of the Issuer's Class B Common Stock issuable upon
conversion of the Third Supplement Note and Third Supplement Note #2 are not
included in the following chart because they are not convertible unless the
Stockholder Consent is obtained:
SHARES OF CLASS B COMMON
SHARES OF CLASS A SHARES OF CLASS B STOCK ISSUABLE UPON
REPORTING PERSON COMMON STOCK COMMON STOCK CONVERSION OF NOTES TOTAL
---------------- ----------------- ----------------- ------------------------- -----------
Liberty 45,600 47,670,417 23,133,876 70,849,893
LWR 45,600 36,999,834 12,500,000 49,545,434
Holdings 3,779,395 4,100,000 7,879,395
14
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Item 6 is hereby supplemented and amended to include the following information:
The complete text of Item 5 is hereby incorporated by reference herein.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
Item 7 is hereby supplemented and amended to include the following information:
7(f) Supplement No. 1 and First Supplement Note (Incorporated by
reference to Exhibit 10.3 to the Issuer's Quarterly Report on Form 10-Q for
the quarterly period ended June 30, 2002 and filed with the Commission on
August 14, 2002, Commission File No. 0-1461).
7(g) Supplement No. 2 and Second Supplement Note (Incorporated by
reference to Exhibit 10.4 to the Issuer's Quarterly Report on Form 10-Q for
the quarterly period ended June 30, 2002 and filed with the Commission on
August 14, 2002, Commission File No. 0-1461).
7(h) Supplement No. 3 (Incorporated by reference to Exhibit 10.5 to
Issuer's Quarterly Report on Form 10-Q for the quarterly period ended June
30, 2002 and filed with the Commission on August 14, 2002, Commission File
No. 0-1461).
7(i) Third Supplement Note (Incorporated by reference to Exhibit 99.6
to the Issuer's Current Report on Form 8-K, dated October 8, 2002, Commission
File No. 0-1461).
7(j) Stock Purchase Agreement (Incorporated by reference to Exhibit
99.5 to the Issuer's Current Report on Form 8-K, dated October 8, 2002,
Commission File No. 0-1461).
7(k) Third Supplement Note #2.
15
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: October 17, 2002
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
16
SCHEDULE 1 TO 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 business 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 (a) David J.A.
Flowers, who is a citizen of Canada and (b) David E. Rapley, who is a citizen of
the United States, Canada and the United Kingdom.
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
Gary S. Howard Executive Vice President, Chief Operating Officer and Director of Liberty;
Chairman of the Board and Director of Liberty Satellite & Technology, Inc.;
Chairman of the Board and Director of On Command Corporation
Paul A. Gould Director of Liberty; Managing Director of Allen & Company Incorporated, an
Allen & Company Incorporated investment banking services company
711 5th Avenue, 8th Floor
New York, New York 10022
Jerome H. Kern Director of Liberty; Consultant, Kern Consulting LLC, a consulting company
Kern Consulting LLC
4600 S. Syracuse Street
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
17
Christopher W. Shean Senior Vice President and Controller of Liberty
Charles Y. Tanabe Senior Vice President, General Counsel and Secretary of Liberty
18
SCHEDULE 2 TO THE STATEMENT IS HEREBY AMENDED TO READ IN ITS ENTIRETY AS
FOLLOWS:
SCHEDULE 2
DIRECTORS AND EXECUTIVE OFFICERS OF
LIBERTY LWR, INC. AND LIBERTY LIVEWIRE HOLDINGS, INC.
The name and present principal occupation of each director and executive
officer of Liberty LWR, Inc. ("LWR") and Liberty Livewire Holdings, Inc.
("Holdings") are set forth below. The principal business of Liberty Media
Corporation ("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 and Holdings is the ownership of their respective
interest in Liberty Livewire 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 and Holdings
Robert R. Bennett President, Chief Executive Officer and Director of Liberty, LWR and Holdings
Gary S. Howard Executive Vice President, Chief Operating Officer and Director of Liberty, LWR
and Holdings
William R. Fitzgerald Senior Vice President of Liberty, LWR and Holdings
David J.A. Flowers Senior Vice President and Treasurer of Liberty, LWR and Holdings
David B. Koff Senior Vice President of Liberty, LWR and Holdings
Elizabeth M. Markowski Senior Vice President of Liberty, LWR and Holdings
Albert E. Rosenthaler Senior Vice President of Liberty, LWR and Holdings
Christopher W. Shean Senior Vice President and Controller of Liberty, LWR and Holdings
Charles Y. Tanabe Senior Vice President, General Counsel and Secretary of Liberty, LWR and
Holdings
19
Exhibit Index
99.7(f) Supplement No. 1 and First Supplement Note (Incorporated by
reference to Exhibit 10.3 to the Issuer's Quarterly Report on Form 10-Q for
the quarterly period ended June 30, 2002 and filed with the Commission on
August 14, 2002, Commission File No. 0-1461).
99.7(g) Supplement No. 2 and Second Supplement Note (Incorporated
by reference to Exhibit 10.4 to the Issuer's Quarterly Report on Form 10-Q
for the quarterly period ended June 30, 2002 and filed with the Commission on
August 14, 2002, Commission File No. 0-1461).
99.7(h) Supplement No. 3 (Incorporated by reference to Exhibit 10.5
to Issuer's Quarterly Report on Form 10-Q for the quarterly period ended June
30, 2002 and filed with the Commission on August 14, 2002, Commission File
No. 0-1461).
99.7(i) Third Supplement Note (Incorporated by reference to Exhibit
99.6 to the Issuer's Current Report on Form 8-K, dated October 8, 2002,
Commission File No. 0-1461).
99.7(j) Stock Purchase Agreement (Incorporated by reference to
Exhibit 99.5 to the Issuer's Current Report on Form 8-K, dated October 8,
2002, Commission File No. 0-1461).
99.7(k) Third Supplement Note #2.
20