SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
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 22, 2000
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LIBERTY LIVEWIRE CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 0-1461 13-1679856
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
520 BROADWAY, SANTA MONICA, CALIFORNIA 90401
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(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (310) 434-7000
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(Former name or former address, if changed from last report)
Exhibit index located on page 3.
LIBERTY LIVEWIRE CORPORATION
FORM 8-K/A
DECEMBER 22, 2000
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TABLE OF CONTENTS
Item 5. OTHER EVENTS. Page 2
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS.
c. Exhibit Index Page 3
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Item 5 OTHER EVENTS
This report is being filed to report the completion of the acquisition
by Liberty Livewire Corporation ("Livewire" or the "Registrant") from
Liberty Media Corporation ("Liberty") of 100% of the outstanding
capital stock of Video Services Corporation of Northvale, New Jersey
("VSC"), on December 22, 2000 in conjunction with (i) The Agreement
and Plan of Merger (the "Merger Agreement"), dated as of July 25,
2000, by and among AT&T Corp., E-Group Merger Corp., Liberty and VSC
and (ii) The Contribution Agreement dated as of December 22, 2000,
between Liberty and Livewire. Information required by Item 2 of this
form with respect to such acquisition was previously reported in the
Registration Statement on Form S-4, Amendment No. 1, of AT&T Corp.
filed November 17, 2000 (Registration No. 333-48606), Exhibit 2.01.
The following is qualified in its entirety by the more complete
descriptions of such transaction set forth in such proxy statement and
contribution agreement.
Background:
On July 25, 2000, Liberty, Livewire, AT&T Corp., E-Group Merger Corp.,
a wholly owned subsidiary of AT&T Corp., and VSC entered into the
Merger Agreement. The Merger Agreement provides for the merger (the
"Merger") of E-Group Merger Corp. with and into VSC, with VSC
surviving. In the Merger, each share of VSC common stock outstanding
at the effective time shall be converted into the right to receive
0.104 shares of Class A Liberty Media Group ("LMGA") common stock and
$2.75 in cash, in a taxable transaction. The transaction values VSC at
approximately $110 million, including the assumption of certain
indebtedness. An aggregate of approximately 1.4 million shares of LMGA
common stock was issued to VSC shareholders in the transaction. As a
result of the Merger and the Post-Merger Restructuring Transactions
contemplated by (and as defined in) the Merger Agreement, AT&T Corp.
acquired and immediately transferred to Liberty, 100% of the
outstanding capital stock of VSC.
Acquisition of VSC by the Registrant:
Liberty and Livewire are parties to a First Amended and Restated
Credit Agreement dated as of December 22, 2000 (the "Credit
Agreement"), pursuant to which Liberty has agreed to make
subordinated convertible loans to Livewire. Notes issued under
Credit Agreement are convertible at the option of the holder, at
any time prior to maturity, into shares of Class B Common Stock of
Livewire at a conversion price of $10 per share. If not earlier
converted, notes issued under the Credit Agreement will become due
and payable on June 30, 2008. Interest accrues on the notes at a
rate of 10% per annum, payable quarterly either in cash, shares of
Class B Common Stock of Livewire or a combination thereof, subject
to certain limits. To the extent interest is paid in shares of
Class B Common Stock of Livewire, such shares will be valued at 95%
of the ten trailing day average closing
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price of shares of the Class A Common Stock of Livewire on the
interest payment date.
On December 22, 2000, pursuant to the Contribution Agreement, Liberty
contributed to Livewire 100% of the outstanding capital stock of VSC.
Livewire financed the contribution and acquisition of VSC primarily
with an initial note in the principal amount of approximately $93
million issued under the Credit Agreement and with funds provided by
its institutional lenders. After giving effect to the VSC acquisition,
Livewire may borrow up to $116 million in additional funds under the
Credit Agreement for other purposes allowed under the terms of that
facility.
VSC provides engineering, production and distribution services for the
video and broadcast industries, nationally and internationally. It has
ten divisions and over 500 employees, with offices in New York, New
Jersey, Florida and California.
Livewire provides a wide range of traditional audio and video
post-production, transmission, library services, Internet hosting,
and audio/video distribution services via satellite and fiber to
worldwide clients in the feature film, television and advertising
industries. Livewire also provides interactive television service
under the brand name HyperTV-Registered Trademark-. Livewire has
locations in Los Angeles, New York, Atlanta, London, Miami, Mexico
City, San Francisco, Singapore, and Barcelona.
Item 7. FINANCIAL STATEMENTS, PRO FORMA INFORMATION AND EXHIBITS
c. Exhibits - **
** Filed with the Company's Current Report on Form 8-K for
December 22, 2000 filed on January 8, 2001.
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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 thereunto duly authorized
LIBERTY LIVEWIRE CORPORATION
(Registrant)
/s/ JEFFREY J. MARCKETTA
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Jeffrey J. Marcketta
Chief Financial Officer
FEBRUARY 12, 2001
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Date
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