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) JANUARY 5, 2001 ------------------------------ LIBERTY LIVEWIRE CORPORATION - ------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) DELAWARE 0-1461 13-1679856 - ------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 520 BROADWAY, SANTA MONICA, CALIFORNIA 90401 - ------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (310) 434-7000 - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- (Former name or former address, if changed from last report) LIBERTY LIVEWIRE CORPORATION FORM 8-K January 5, 2001 --------------------------- TABLE OF CONTENTS Item 5. OTHER EVENTS. Page 2 1 Item 5. OTHER EVENTS. On January 5, 2001, Liberty Livewire Corporation ("Livewire") entered into an Ownership Interest Purchase Agreement (the "Purchase Agreement") among Livewire, ANS Acquisition Sub, Inc. ("ANS"), a direct, wholly owned subsidiary of Livewire, and Ascent Entertainment Group, Inc. ("AEG"). Liberty Media Corporation, the controlling stockholder of Livewire, is the sole stockholder of AEG. Pursuant to the Purchase Agreement, on January 5, 2001, (i) Ascent Network Services, a division of AEG, contributed all of its assets to Livewire Network Services, LLC ("LNS"), a direct, wholly owned subsidiary of AEG, (ii) ANS purchased a 1% ownership interest in LNS from AEG in exchange for $300,000 in cash, and (iii) ANS and AEG entered into the Operating Agreement of LNS (the "Operating Agreement"). Under the Operating Agreement, ANS is appointed as manager of LNS. The Operating Agreement also contains a put-call provision, pursuant to which ANS may elect to purchase from AEG, or AEG may elect to sell to ANS, at certain times during the 2001 calendar year, the remaining 99% of the ownership interests of LNS owned by AEG (the "Put-Call"). The purchase price under the Put-Call will be payable in cash and will total $29,700,000 plus an additional return on that amount accrued at the annual rate of 10% from the date of the Purchase Agreement to the date of acquisition of the 99% interest. 2 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 ---------------------------------------- Jeffrey J. Marcketta Chief Financial Officer FEBRUARY 12, 2001 - ----------------- Date 3