UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 10)*
(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)
March 31, 2003, April 25, 2003, May 8, 2003, May 23, 2003, and June 2, 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 14
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
0
NUMBER OF --------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 84,951,624 (1)
OWNED BY EACH --------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
--------------------------------------------------
10 SHARED DISPOSITIVE POWER
84,951,624 (1)
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
84,951,624 (1)
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
94.6% (1)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
(1) Liberty Media Corporation ("Liberty") beneficially owns 28,455,555 shares of
the Issuer's Class B Common Stock, par value $.01 per share, and 56,496,069
shares of the Issuer's Class A Common Stock, par value $.01 per share. 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 shares of the
Issuer's Class B Common Stock beneficially owned by Liberty represent shares
issuable to Liberty's subsidiaries upon conversion of certain convertible notes
owned by such subsidiaries, as described in the Statement (as defined herein).
There are no shares of the Issuer's Class B Common Stock outstanding, and no
outstanding securities convertible into or exercisable or exchangeable for any
such shares, other than the convertible notes beneficially owned by Liberty, as
of June 9, 2003. The shares of the Issuer's Class A Common Stock beneficially
owned by Liberty are all owned of record by Amethyst Merger Sub, Inc., an
indirect wholly owned subsidiary of Liberty, and represent approximately 92% of
the outstanding shares of the Issuer's Class A Common Stock, as of June 9, 2003.
Page 2 of 14
CUSIP NO. 043634 10 4
================================================================================
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
1 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 68,996,069 (1)
OWNED BY EACH --------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
--------------------------------------------------
10 SHARED DISPOSITIVE POWER
68,996,069 (1)
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
68,996,069 (1)
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
93.4% (1)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
(1) Liberty LWR, Inc. ("LWR") beneficially owns 12,500,000 shares of the
Issuer's Class B Common Stock and 56,496,069 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 shares of the Issuer's Class B Common Stock beneficially owned by LWR
represent 12,500,000 shares issuable to LWR upon conversion of certain
convertible notes in which LWR owns a 100% participation interest, as described
in the Statement. The shares of the Issuer's Class A Common Stock beneficially
owned by LWR are held of record by Amethyst Merger Sub, Inc., a direct wholly
owned subsidiary of LWR. LWR is a direct wholly owned subsidiary of Ascent Media
Debt, Inc.
Page 3 of 14
CUSIP NO. 043634 10 4
================================================================================
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
1 LIBERTY LIVEWIRE HOLDINGS, INC.
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
0
NUMBER OF --------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0(1)
OWNED BY EACH --------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
--------------------------------------------------
10 SHARED DISPOSITIVE POWER
0(1)
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0(1)
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0(1)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
(1) Liberty Livewire Holdings, Inc. ("Holdings") was dissolved on May 9, 2003.
All the assets of Holdings were transferred to LWR.
Page 4 of 14
CUSIP NO. 043634 10 4
================================================================================
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
1 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 84,951,624(1)
OWNED BY EACH --------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
--------------------------------------------------
10 SHARED DISPOSITIVE POWER
84,951,624(1)
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
84,951,624(1)
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
94.6%(1)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
(1) Ascent Media Debt, Inc. ("Ascent Debt") beneficially owns 28,455,555 shares
of the Issuer's Class B Common Stock and 56,496,069 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 shares of the Issuer's Class B Common Stock beneficially owned by
Ascent Debt represent 15,955,555 shares issuable to Ascent Debt and 12,500,000
shares issuable to Liberty LWR, Inc., a direct wholly owned subsidiary of Ascent
Debt, upon conversion of certain convertible notes owned by Ascent Debt and as
to which Ascent Debt and LWR respectively own the beneficial interest, as
described in the Statement. The shares of the Issuer's Class A Common Stock
beneficially owned by Ascent Debt are held of record by Amethyst Merger Sub,
Inc., an indirect wholly owned subsidiary of Ascent Debt.
Page 5 of 14
CUSIP NO. 043634 10 4
================================================================================
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
1 AMETHYST MERGER SUB, INC.
--------------------------------------------------------------------------------
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 56,496,069(1)
OWNED BY EACH --------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
--------------------------------------------------
10 SHARED DISPOSITIVE POWER
56,496,069(1)
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
56,496,069(1)
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
92.1%(1)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
(1) Amethyst Merger Sub, Inc., an indirect wholly owned subsidiary of Liberty
Media Corporation, owns beneficially and of record 56,496,096 shares of the
Issuer's Class A Common Stock.
Page 6 of 14
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(AMENDMENT NO. 10)
STATEMENT OF
LIBERTY MEDIA CORPORATION,
ASCENT MEDIA DEBT, INC.
LIBERTY LWR, INC.,
LIBERTY LIVEWIRE HOLDINGS, INC.
AND
AMETHYST MERGER SUB, 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"), Liberty Livewire Holdings, Inc., a Delaware
corporation ("Holdings"), and Amethyst Merger Sub, Inc. ("Merger Sub" 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, by Liberty, LWR and
Holdings on June 7, 2002 and October 18, 2002, and by Liberty, LWR, Holdings and
Ascent Debt on January 30, 2003 (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 is a direct wholly owned
subsidiary of Liberty; LWR is a direct wholly owned subsidiary of Ascent Debt;
and Merger Sub is a direct wholly owned subsidiary of LWR. Prior to its
dissolution on May 9, 2003, Holdings was a direct majority owned subsidiary of
LWR. Capitalized terms used herein and not otherwise defined shall have the
meanings ascribed to them in the Statement.
Page 7 of 14
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 is hereby supplemented and amended to include the following information:
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 Ascent Debt, LWR, Holdings and Merger Sub: (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 4. PURPOSE OF TRANSACTION.
Item 4 is hereby supplemented and amended to include the following information:
Since January 30, 2003, the date an amendment to the Original Filing was
last filed, the Reporting Persons have acquired additional shares of the
Issuer's Class B Common Stock as payment of interest due the Reporting Persons
under the Subordinated Credit Agreement described in Item 5 below, and have also
transferred securities of the Issuer among themselves as described in Item 5.
The complete text of Item 5 is hereby incorporated herein by reference. After
giving effect to the transactions described in Item 5, the Reporting Persons
beneficially own approximately 94.6% of the Issuer's common stock and 99.9% of
the total voting power represented by the Issuer's common stock.
Page 8 of 14
On April 25, 2003, Liberty announced its intention to acquire all the
shares of the Issuer that Liberty and its subsidiaries do not already own,
through the merger of Amethyst Merger Sub, Inc. ("Merger Sub"), a newly formed
indirect subsidiary of Liberty, with and into the Issuer.
Liberty has authorized the merger of Merger Sub with and into the Issuer
for the purpose of acquiring the minority interest in the Issuer currently held
by the public. If Liberty completes this merger, Merger Sub will be merged with
and into the Issuer and the Issuer will be the surviving corporation in the
merger and will become an indirect wholly owned subsidiary of Liberty.
At the effective time of the merger, each holder of shares of the Issuer's
Class A Common Stock who has not validly exercised appraisal rights under
Delaware law will be entitled to receive 0.1147 of a share of Liberty Series A
common stock for each share of the Issuer's Class A Common Stock held
immediately prior to the merger.
Liberty expects the merger to become effective on July 1, 2003. Liberty may
also elect not to proceed with the merger at any time prior to the filing of the
certificate of ownership and merger if it should determine that the merger is no
longer in the best interests of Liberty.
The merger is intended to be a taxable transaction to the holders of the
Issuer's outstanding common stock, other than the Reporting Persons.
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' aggregate ownership interests in
the securities of the Issuer has changed since January 30, 2003,
the date an amendment to the Original Filing was last filed, due
to interest payments under the subordinated credit agreement
between the Issuer and Liberty (the "Subordinated Credit
Agreement"), which interest payments were paid by delivery of
shares of Issuer's Class B Common Stock, as permitted in the
Subordinated Credit Agreement. 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.
Pursuant to the terms of the Subordinated Credit Agreement, the
Reporting Persons received the following interest payments from
the Issuer in shares of the Issuer's Class B Common Stock for the
interest period ended March 31, 2003:
Page 9 of 14
Number of Shares of
Interest Payee Class B Common Stock
-------------- --------------------
LWR 1,538,634
Holdings 751,000
Ascent Debt 1,819,671
In the aggregate, the Reporting Persons have received 4,109,305
shares of the Issuer's Class B Common Stock in payment of
interest pursuant to the Subordinated Credit Agreement since
January 30, 2003.
(2) Transfers between Reporting Persons and Conversion
In connection with the proposed merger of Merger Sub, an indirect
subsidiary of Liberty, with and into the Issuer, the Reporting Persons have made
the following transfers of Issuer securities among themselves:
(i) On or about May 8, 2003, Holdings transferred to LWR 5,387,866 shares
of Class B Common Stock and a 100% participation interest in convertible
subordinated notes of the Issuer in the original aggregate principal amount of
$41,000,000, in connection with the dissolution of Holdings.
(ii) On or about May 23, 2003, Liberty transferred to Ascent Debt (A) the
12,727,089 shares of Class B Common Stock theretofore held of record by Liberty
and (B) all the capital stock of LWR.
(iii) On or about May 23, 2003, Ascent Debt transferred to LWR the
12,727,089 shares of Class B Common Stock it received from Liberty, and the
1,819,671 shares of Class B Common Stock theretofore held of record by Ascent
Debt.
(iv) On or about June 2, 2003, LWR transferred to Merger Sub the 14,546,760
shares of Class B Common Stock it received from Ascent Debt and 45,600 shares of
Class A Common Stock and 41,903,709 shares of Class B Common Stock theretofore
held of record by LWR.
(v) On June 2, 2003, Merger Sub converted 56,450,469 shares of Class B
Common Stock held of record by Merger Sub into an equal number of shares of
Class A Common Stock.
(3) 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, Ascent Debt
and LWR include the shares listed below as beneficially owned by their
respective direct and indirect wholly owned subsidiaries:
Page 10 of 14
---------------------------------------------------------------------------------------------------------
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 56,496,069 -- 28,455,555 84,951,624
Ascent Debt 56,496,069 -- 28,455,555 84,951,624
LWR 56,496,069 -- 12,500,000 68,996,069
Merger Sub 56,496,069 -- -- 56,496,069
---------------------------------------------------------------------------------------------------------
Page 11 of 14
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: June 9, 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
AMETHYST MERGER SUB, INC.
By: /s/ Elizabeth M. Markowski
-----------------------------------
Name: Elizabeth M. Markowski
Title: Senior Vice President
Page 12 of 14
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
9781 Meridian Blvd., #200 Capital Partners, Ltd., a venture
Englewood, Colorado 80112 capital partnership
Paul A. Gould Director of Liberty; Managing Director of Allen & Company
711 5th Avenue, 8th Floor Incorporated, an investment banking services company
New York, New York 10022
Gary S. Howard Executive Vice President, Chief Operating Officer and
Jerome H. Kern Director of Liberty Director of Liberty; Consultant,
4600 S. Syracuse St. Kern Consulting LLC, a consulting company
Denver, Colorado 80237
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 13 of 14
SCHEDULE 2 OF THE STATEMENT IS HEREBY AMENDED TO READ IN ITS ENTIRETY AS
FOLLOWS:
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"), Ascent Media Debt, Inc. ("Ascent Debt") and Amethyst Merger Sub,
Inc ("Merger Sub") 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, Ascent Debt and Merger Sub is the direct or indirect
ownership of their respective interest in Ascent Media Group, Inc. 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, Ascent Debt and Merger Sub
Robert R. Bennett President, Chief Executive Officer and Director of
Liberty, LWR, Holdings, Ascent Debt and Merger Sub
Gary S. Howard Executive Vice President, Chief Operating Officer
and Director of Liberty, LWR, Holdings, Ascent
Debt and Merger Sub
David J.A. Flowers Senior Vice President and Treasurer of Liberty,
LWR, Holdings, Ascent Debt and Merger Sub
Elizabeth M. Markowski Senior Vice President of Liberty, LWR, Holdings,
Ascent Debt and Merger Sub
Albert E. Rosenthaler Senior Vice President of Liberty, LWR, Holdings,
Ascent Debt and Merger Sub
Christopher W. Shean Senior Vice President and Controller of Liberty,
LWR, Holdings, Ascent Debt and Merger Sub
Charles Y. Tanabe Senior Vice President, General Counsel and
Secretary of Liberty, LWR, Holdings, Ascent Debt
and Merger Sub
Page 14 of 14