UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(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)
(AMENDMENT NO. 7)*
LIBERTY LIVEWIRE CORPORATION
--------------------------------------------------------------------------------
(Name of Issuer)
Class A Common Stock, par value $.01 per share
--------------------------------------------------------------------------------
(Title of Class of Securities)
530709104
--------------------------------------------------------------------------------
(CUSIP Numbers)
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)
November 2, 2000, July 26, 2001, August 10, 2001, September 6, 2001,
January 8, 2002, February 12, 2002, and April 12, 2002
--------------------------------------------------------------------------------
(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(b) 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 the
disclosures provided in a prior cover page.
The information required in 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 17
CUSIP NO. 530709104
============= ==================================================================
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
--------------------------- --------- ------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY 9,282,557 (1)
EACH REPORTING PERSON
--------------------------- --------- ------------------------------------------
8 SHARED VOTING POWER
46,654,866 (1)
--------------------------- --------- ------------------------------------------
9 SOLE DISPOSITIVE POWER
9,282,557 (1)
--------------------------- --------- ------------------------------------------
10 SHARED DISPOSITIVE POWER
46,654,866 (1)
------------- ------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
55,937,423 (1)
------------- ------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES / /
------------- ------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
91.38% (1)
------------- ------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
------------- ------------------------------------------------------------------
(1) Liberty Media Corporation ("Liberty") beneficially owns 55,891,823 shares of
the Issuer's Class B Common Stock (as defined herein) 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 55,891,823 shares of the Issuer's
Class B Common Stock beneficially owned by Liberty include 20,619,174 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 35,272,649 shares owned by Liberty and its subsidiaries,
and represent 100% of the outstanding shares of the Issuer's Class B Common
Stock, as of April 1, 2002. The 45,600 shares of the Issuer's Class A Common
Stock beneficially owned by Liberty
Page 2 of 17
and its subsidiary represent less than 1% of the outstanding shares of the
Issuer's Class A Common Stock, as of April 1, 2002. The shares of Class A and
Class B Common Stock beneficially owned by Liberty and its subsidiaries
represent approximately 91.38% of the Issuer's currently outstanding equity,
which consists of the Issuer's Class A and Class B Common Stock, and
approximately 99.07% of the total voting power of the Issuer's Class A and Class
B Common Stock.
Page 3 of 17
CUSIP NO. 530709104
============= ==================================================================
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
--------------------------- --------- ------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY 0
EACH REPORTING PERSON
--------------------------- --------- ------------------------------------------
8 SHARED VOTING POWER
46,654,866 (1)
--------------------------- --------- ------------------------------------------
9 SOLE DISPOSITIVE POWER
0
--------------------------- --------- ------------------------------------------
10 SHARED DISPOSITIVE POWER
46,654,866 (1)
------------- ------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,654,866 (1)
------------- ------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES / /
------------- ------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
76.22% (1)
------------- ------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
------------- ------------------------------------------------------------------
(1) Liberty LWR, Inc. ("LWR") beneficially owns 46,609,266 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
46,609,266 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 34,109,266 shares owned by LWR and its subsidiary, and represent
83.39% of the outstanding shares of the Issuer's Class B Common Stock, as of
April 1, 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 Issuer's
Page 4 of 17
Class A Common Stock, as of April 1, 2002. The shares of Class A and Class B
Common Stock beneficially owned by LWR and its subsidiary represent
approximately 76.22% of the Issuer's currently outstanding equity, which
consists of the Issuer's Class A and Class B Common Stock, and approximately
82.61% of the total voting power of the Issuer's Class A and Class B Common
Stock.
Page 5 of 17
CUSIP NO. 530709104
============= ==================================================================
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
--------------------------- --------- ------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY 0
EACH REPORTING PERSON
--------------------------- --------- ------------------------------------------
8 SHARED VOTING POWER
6,931,289 (1)
--------------------------- --------- ------------------------------------------
9 SOLE DISPOSITIVE POWER
0
--------------------------- --------- ------------------------------------------
10 SHARED DISPOSITIVE POWER
6,931,289 (1)
------------- ------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,931,289 (1)
------------- ------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES / /
------------- ------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.32% (1)
------------- ------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
------------- ------------------------------------------------------------------
(1) Liberty Livewire Holdings, Inc. ("Holdings") beneficially owns 6,931,289
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 6,931,289 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 2,831,289 shares owned by Holdings, and represent 12.40% of
the outstanding shares of the Issuer's Class B Common Stock, as of April 1,
2002; these shares also represent approximately 11.32% of the Issuer's currently
Page 6 of 17
outstanding equity, which consists of the Issuer's Class A and Class B Common
Stock, and approximately 12.28% of the total voting power of the Issuer's Class
A and Class B Common Stock.
Page 7 of 17
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(AMENDMENT NO. 7)
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 (as so amended, the "Statement"), with respect to the Class A Common Stock,
par value $.01 per share, of Liberty Livewire Corporation, a Delaware
corporation. 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:
The Reporting Persons are Liberty Media Corporation, a Delaware
corporation, Liberty LWR, Inc., a Delaware corporation, and Liberty Livewire
Holdings, Inc., a Delaware corporation, all with a principal business address of
12300 Liberty Boulevard, Englewood, Colorado 80112.
On August 10, 2001, AT&T Corp., the former parent corporation of
Liberty ("AT&T"), redeemed each outstanding share of AT&T Class A Liberty Media
Group common stock and AT&T Class B Liberty Media Group common stock in exchange
for one share of a corresponding series of common stock of Liberty. Prior to
such redemption, the Liberty Media
Page 8 of 17
Group Common Stock was a tracking stock of AT&T intended to reflect the economic
performance of the businesses and assets attributed to AT&T's Liberty Media
Group. Upon the redemption, Liberty became the holder of all of the businesses
and assets formerly attributed to AT&T's Liberty Media Group. As a result of the
redemption, Liberty became an independent, publicly traded company and,
accordingly, AT&T no longer controls Liberty and has ceased to be a reporting
person hereunder.
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 Schedule 1 to the Statement.
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 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.
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 by the Reporting Persons under the
Credit Agreement (as defined herein) has been (and for any future advances is
expected to be) the general working capital of such Reporting Persons. The
amount of such funds is $206,191,736.
The source of funds for the private-party purchase of the Issuer's
Class A Common Stock by LWR was LWR's general working capital. The amount of
such funds is $294,065.
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 March 13, 2001, the date Liberty last
filed an amendment to the Original Filing,
Page 9 of 17
due to (i) advances under the Credit Agreement and interest
payments thereunder, (ii) the reissuance of shares to reflect
the assignment of participation interests in certain
convertible promissory notes issued under the Credit Agreement
from Liberty to LWR, and from LWR to Holdings, and (iii) a
private-party purchase by LWR of 45,600 shares of Class A
Common Stock of the Issuer. The information regarding the
Reporting Persons' total interest in the securities of the
Issuer set forth on the cover pages of this Statement is
incorporated into this item by reference.
(c) AMENDED AND RESTATED CREDIT AGREEMENT
On June 10, 2000, Liberty and the Issuer entered into a
convertible debt facility agreement (the "Original Credit
Agreement") providing for a commitment by Liberty to lend up
to $125 million to Livewire for certain mergers and
acquisitions.
In connection with Liberty's acquisition of 100% of the
outstanding capital stock of Video Services Corporation on
December 22, 2000, and Liberty's subsequent contribution of
Video Services Corporation to the Issuer (the "VSC
Acquisition"), Liberty and the Issuer entered into the First
Amended and Restated Credit Agreement, dated as of December
22, 2000 (the "Credit Agreement"), which, among other things,
increased the aggregate amount of the convertible debt
facility available under the Original Credit Agreement.
On January 26, 2001, the Issuer executed and delivered to
Liberty a convertible promissory note, dated December 22, 2000
(the "First Convertible Note"), evidencing loans by Liberty to
the Issuer under the Credit Agreement in connection with the
VSC Acquisition in the aggregate original principal amount of
$92,453,571.
On February 1, 2001, the Issuer issued to Liberty a
convertible promissory note under the Credit Agreement (the
"Second Convertible Note"), in the aggregate principal amount
of $82,000,000.
On September 6, 2001, the Issuer issued to Liberty a
convertible promissory note under the Credit Agreement (the
"Third Convertible Note" and, together with the First
Convertible Note and Second Convertible Note, the "Convertible
Notes"), in the aggregate principal amount of $31,738,165.
Accordingly, the total amount of convertible debt outstanding
under the Credit Agreement pusuant to the Convertible Notes is
$206,191,736. A copy of the Third Convertible Note is attached
as Exhibit 7(e) hereto and is incorporated herein by
reference. The Issuer used the proceeds of the Third
Convertible Note in connection with its acquisition of a 99%
ownership interest in Livewire Network Services, LLC from
Ascent Entertainment Group, Inc., a consolidated subsidiary of
Liberty.
The Convertible Notes are convertible into shares of the
Issuer's Class B Common Stock at a conversion price of $10.00
per share. The First Convertible Note is
Page 10 of 17
convertible into an aggregate of 9,245,357 shares of the
Issuer's Class B Common Stock, the Second Convertible Note is
convertible into an aggregate of 8,200,000 shares of the
Issuer's Class B Common Stock and the Third Convertible Note
is convertible into an aggregate of 3,173,817 shares of the
Issuer's Class B Common Stock.
Pursuant to the terms of the Credit Agreement, the Reporting
Persons have received the following interest payments from the
Issuer in shares of the Issuer's Class B Common Stock:
Date of Interest Payment Interest Payee Number of Shares of Interest Payment for
------------------------ -------------- Class B Common Stock Period Ended
-------------------- ------------
February 12, 2002 LWR 28,182 December 31, 2000
February 12, 2002 LWR 537,980 March 31, 2001
February 12, 2002 Liberty 118,414 March 31, 2001
February 12, 2002 LWR 482,278 June 30, 2001
February 12, 2002 Liberty 190,803 June 30, 2001
February 12, 2002 LWR 345,381 September 30, 2001
February 12, 2002 Liberty 205,173 September 30, 2001
February 12, 2002 Holdings 103,563 September 30, 2001
February 12, 2002 LWR 313,216 December 31, 2001
February 12, 2002 Liberty 302,745 December 31, 2001
February 12, 2002 Holdings 152,879 December 31, 2001
April 12, 2002 LWR 358,224 March 31, 2002
April 12, 2002 Liberty 346,248 March 31, 2002
April 12, 2002 Holdings 174,847 March 31, 2002
In the aggregate, the Reporting Persons have received
3,659,933 shares of the Issuer's Class B Common Stock in
payment of interest pursuant to the Credit Agreement. Of those
shares of Class B Common Stock, 1,163,383 shares are owned by
Liberty, 2,065,261 shares are owned by LWR, and 431,289 shares
are owned by Holdings.
PRIVATE PARTY PURCHASE
On January 8, 2002, LWR acquired 45,600 shares of the Issuer's
Class A Common Stock in a private-party purchase for $6.4488
per share.
Page 11 of 17
AMENDED STOCK OPTION FULFILLMENT AGREEMENT
In February 2001, Liberty and the Issuer entered into an
Amended and Restated Stock Option Fulfillment Agreement (the
"Amended Stock Option Fulfillment Agreement"), which is dated
as of June 10, 2000 (the date of the previously reported Stock
Option Fulfillment Agreement, which it amends and restates in
its entirety). The Amended Stock Option Fulfillment Agreement
amended the Stock Option Fulfillment Agreement by reducing the
amount required to be paid by Liberty to the Issuer under that
agreement in connection with the exercise of outstanding
Rollover Options (as defined therein) by the amounts received
by the Issuer in payment of the exercise prices of such
Rollover Options, and reducing correspondingly the number of
shares of the Issuer's Class B Common Stock issuable to
Liberty in exchange for such funding. As reported in Amendment
No. 6 to the Statement, pursuant to the Amended Stock Option
Fulfillment Agreement, the Issuer issued 296,039 shares of the
Issuer's Class B Common Stock to Liberty on February 23, 2001
in consideration of the receipt from the Reporting Person of
$5,093,077.97 pursuant to the Amended Stock Option Fulfillment
Agreement. Pursuant to the LWR Contribution Agreement, the
296,039 shares of Class B Common Stock reported in Amendment
No. 6 to the Statement as issued to Liberty pursuant to the
Amended Stock Option Fulfillment Agreement were reissued to
LWR.
The following chart summarizes the changes in the Reporting Persons'
beneficial ownership of the Issuer's Class A and Class B Common Stock since the
date of the last amendment to the Original Filing:
==================================================================================================================================
Liberty LWR Holdings Total
------- --- -------- -----
----------------------------------------------------------------------------------------------------------------------------------
Amount of Class B Common
Stock Reported as
Beneficially Owned on 49,058,073
Amendment No. 6 to the
Statement
Shares of Class B Common
Stock Issuable Pursuant
to Third Convertible Note 3,173,817 3,173,817
Interest Payments in
Shares of Class B Common
Stock Pursuant to Credit 1,163,383 2,065,261 431,289 3,659,933
Agreement
Private Party Purchase of 45,600 45,600
------
==================================================================================================================================
Page 12 of 17
==================================================================================================================================
Class A Common Stock
Total Shares Currently
Beneficially Owned by
Reporting Persons 55,937,423
==================================================================================================================================
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:
====================================================================================================================
REPORTING Shares of Class A Shares of Class B Shares of Class B Common TOTAL
Person Common Stock Common Stock Stock Issuable Upon -----
------ ------------ Owned Conversion of Notes
----- -------------------
-------------------- -------------------- ------------------------ ------------------------------ ------------------
Liberty 45,600 35,272,649 20,619,174 55,937,423
LWR 45,600 34,109,266 12,500,000 46,654,866
Holdings 2,831,289 4,100,000 6,931,289
=====================================================================================================================
The shares listed above as beneficially owned by Liberty include the shares
listed above as beneficially owned by LWR, and the shares listed above as
beneficially owned by LWR include the shares listed above as beneficially owned
by Holdings.
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:
CONTRIBUTION AGREEMENTS
Pursuant to a contribution agreement (the "LWR Contribution Agreement")
between Liberty and LWR dated as of November 2, 2000, Liberty contributed to
LWR: (1) 31,635,682 shares of the Issuer's Class B Common Stock, (2) all of
Liberty's rights and obligations under the Original Credit Agreement, and (3) an
agreement to fund certain subordinated convertible loans to be made under the
Original Credit Agreement. In exchange for its contributions to LWR, Liberty
received 81,502 shares of LWR's preferred stock, par value $.01 per share, and
10,000 shares of LWR's common stock, par value $.01 per share, at the time of
such contribution.
Pursuant to a participation agreement dated as of December 22, 2000,
the rights and obligations under the Original Credit Agreement that were
transferred to LWR pursuant to the LWR Contribution Agreement were transferred
back to Liberty in exchange for the grant of a $125.0 million participation
interest in the Credit Agreement.
Pursuant to a contribution agreement dated July 26, 2001 (the "Holdings
Contribution Agreement"), LWR contributed 2,400,000 shares of the Issuer's Class
B Common Stock to Holdings and assigned $41.0 million of LWR's $125.0 million
participation interest in the Credit
Page 13 of 17
Agreement to Holdings. In exchange for its contribution to Holdings, LWR
received 6,833.33 shares of Holdings' preferred stock, par value $.01 per share,
and 10,000 shares of Holdings' common stock, par value $.01 per share.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
7(e) Promissory Note, dated September 6, 2001
Page 14 of 17
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 6, 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
Page 15 of 17
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 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 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 Principal Occupation and Principal Business (if applicable)
------------------------- -----------------------------------------------------------
(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
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 16 of 17
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 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
Page 17 of 17