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) FEBRUARY 1, 2001
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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
FEBRUARY 1, 2001
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TABLE OF CONTENTS
Item 2. ACQUISITION OR DISPOSITION OF ASSETS. Page 2
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS.
a. Financial Statements of business acquired
Item 7(a) has been omitted due to the
Impracticality of filing the required
audited financial statements at the time of
filing this report on Form 8-K. Item 7(a)
will be filed on Form 8 within 60 days after
the required filing date of this report.
b. Pro forma condensed financial information
Item 7(b) has been omitted due to the
Impracticality of filing the required pro
forma information at the time of filing this
report on Form 8-K. Item 7(b) will be filed
on Form 8 within 60 days after the required
filing date of this report.
c. Exhibit Index Page 3
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Item 2. ACQUISITION OR DISPOSITION OF ASSETS
On February 1, 2001 (the "Closing Date"), the registrant, Liberty
Livewire Corporation (the "Registrant") acquired substantially all the
assets of the business unit known as "Group W Network Services" from
Viacom, Inc. ("Viacom") and certain affiliates of Viacom described
below. The assets acquired by the Registrant in such transaction
(collectively, the "Acquired Assets") include (i) substantially all the
U.S. assets of Group W Network Services as a going concern and (ii)
100% of the outstanding capital stock of Asia Broadcast Centre Pte.,
Ltd. And Group W Yarra Broadcast Pte., Ltd. (collectively, the
"Singapore Corporations").
The Registrant acquired the Acquired Assets pursuant to a Purchase
Agreement dated October 23, 2000 among Viacom, Westinghouse Electric
G.m.b.H., Westinghouse CBS Holding Company, Inc and CBS Broadcasting
Inc. (collectively, the "Sellers"), the Registrant and GWNS Acquisition
Sub, Inc., a wholly owned subsidiary of the Registrant ("Livewire Sub"
and, together with the Registrant, the "Purchasers") for an aggregate
consideration of $116,527, 480. In connection with certain post-closing
adjustments to be made within 90 days after the Closing Date, such
purchase price shall be increased by the amount by which working
capital, as defined in the Agreement, as of the Closing Date exceeds
$589,000 and decreased by the amount by which $589,000 exceeds Closing
Date working capital, as so defined. Additionally, on the Closing Date,
in accordance with the Agreement, the Sellers made a cash payment to
the Registrant in the amount of $1,418,649 representing a termination
fee received from Discovery Ventures, LLC. Cash in the amount of
$109,167,480 was used to acquire the assets and to pay down debt and
$7,360,000 of the aggregate purchase price represents the assumption of
debt.
The Registrant financed the acquisition primarily pursuant to its
convertible debt facility with its parent, Liberty Media Corporation
together with borrowings from the Registrant's institutional lenders.
The Registrant 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. The
Registrant also provides interactive television service under the brand
name HyperTV-Registered Trademark-. The Registrant has locations in
Los Angeles, New York, Atlanta, London, Miami, Mexico City, San
Francisco, Singapore, and Barcelona.
Group W Network Services, with operations in Stamford, CT, Minneapolis,
MN and Singapore, is a leading technical service provider in the
broadcast industry, providing a wide array of program channel
origination, studio production, post production, graphics and satellite
transmission services to both domestic and international broadcasters.
A recent addition to its product line is a package of Internet-based
services that can be provided terrestrially through the Internet and/or
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via satellite and includes streaming video, store and forward, and
video-to-desktop multicasting. The Registrant currently intends to
continue to use the plant, equipment and other physical property
included in the Acquired Assets in connection with the business of
Group W Network Services, and/or similar or related businesses and/or
uses.
Item 7. FINANCIAL STATEMENTS, PRO FORMA INFORMATION AND EXHIBITS
c. Exhibits
The following exhibits are filed with this current report on Form 8-K:
EXHIBIT NO. EXHIBIT
1 Purchase Agreement dated as of October 23, 2000, by
and among Viacom, Inc., Westinghouse Electric
G.m.b.H., Westinghouse CBS Holding Company, Inc., CBS
Broadcasting Inc., Liberty Livewire Corporation and
GWNS Acquisition Sub, Inc.
2 Amendment to Purchase Agreement dated as of
October 23, 2000 (Exhibit 1)
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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