SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): December 6, 1999
Four Media Company
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(Exact name of registrant as specified in its charter)
Delaware 0-21943 95-4599440
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(State of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
2813 West Alameda Avenue
Burbank, California 91505
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(Address of principal executive offices) (Zip Code)
(818) 840-7000
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(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS.
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On December 6, 1999, Four Media Company, a Delaware corporation (the
"Company"), entered into a definitive agreement (the "Merger Agreement") with
AT&T Corp. and Liberty Media Corporation ("Liberty Media") pursuant to which
Liberty Media will acquire 100% of the Company's issued and outstanding common
stock, par value $0.01 per share ("Company Common Stock") by means of a merger
(the "Merger"). As contemplated by the Merger Agreement, each share of Company
Common Stock outstanding immediately prior to the effective time of the Merger
will be converted into and represent the right to receive, and will be
exchangeable for (i) 0.16129 of a share of Class A Liberty Media Group Stock and
(ii) $6.25 in cash. The terms of the Merger Agreement supersede and modify the
terms of the letter of intent which was announced by the parties on November 1,
1999 and is attached as an Exhibit to the Company's Current Report on Form 8-K
filed with the Commission on November 1, 1999.
Also on December 6, 1999, Warburg, Pincus Equity Partners, L.P., Fleming
Asset Management USA and Robert T. Walston, collectively holders of
approximately 70% of the issued and outstanding Company Common Stock entered
into agreements (the "Voting Agreements") with Liberty Media to vote in favor of
the Merger. The Merger is subject to the expiration of applicable waiting
periods under pre-notification regulations, Company stockholder approval and
other customary closing conditions. Closing is anticipated to occur in the first
quarter of 2000. Copies of the Merger Agreement, the Voting Agreements and the
Company's press release dated December 6, 1999 are attached as Exhibits hereto
and incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
7(c) Exhibits
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99.1 Merger Agreement dated as of December 6, 1999 by and among AT&T
Corp., D-Group Merger Corp., Liberty Media Corporation and Four
Media Company
99.2 Voting Agreement dated as of December 6, 1999 by and among
Liberty Media Corporation, Four Media Company, Warburg, Pincus
Equity Partners, L.P., Warburg, Pincus Netherlands Equity
Partners I, C.V., Warburg, Pincus Netherlands Equity Partners
II, C.V., Warburg, Pincus Netherlands Equity Partners III, C.V.,
Fleming US Discovery Fund III, L.P. and Fleming US Discovery
Offshore Fund III, L.P.
99.3 Voting Agreement dated as of December 6, 1999 by and among
Liberty Media Corporation, Four Media Company and Technical
Services Partners, L.P.
99.4 Press Release of Four Media Company dated December 6, 1999
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: December 7, 1999
FOUR MEDIA COMPANY
By: /s/ William E. Niles
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William E. Niles
Vice President of Business Affairs,
General Counsel and Secretary
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EXHIBIT INDEX
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99.1 Merger Agreement dated as of December 6, 1999 by and among AT&T
Corp., D-Group Merger Corp., Liberty Media Corporation and Four
Media Company
99.2 Voting Agreement dated as of December 6, 1999 by and among
Liberty Media Corporation, Four Media Company, Warburg, Pincus
Equity Partners, L.P., Warburg, Pincus Netherlands Equity
Partners I, C.V., Warburg, Pincus Netherlands Equity Partners
II, C.V., Warburg, Pincus Netherlands Equity Partners III, C.V.,
Fleming US Discovery Fund III, L.P. and Fleming US Discovery
Offshore Fund III, L.P.
99.3 Voting Agreement dated as of December 6, 1999 by and among
Liberty Media Corporation, Four Media Company and Technical
Services Partners, L.P.
99.4 Press Release of Four Media Company dated December 6, 1999
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