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): October 29, 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 November 1, 1999, Four Media Company, a Delaware corporation (the
"Company"), announced that it had entered into a letter of intent on October 29,
1999 to sell 100% of its issued and outstanding common stock to Liberty Media
Corporation ("Liberty Media"). As contemplated by the letter of intent, 100% of
the Company's issued and outstanding common stock will be acquired in a tax-free
exchange in consideration for the issuance of approximately 6,352,783.5 shares
of Class A Liberty Media Group Stock, par value $1.00 ("LMG.A Shares"). One
LMG.A Share will be issued for each 3.1 shares of Company common stock
outstanding.
Warburg, Pincus Equity Partners, L.P., Fleming Asset Management USA and
Robert T. Walston, collectively holders of approximately 70% of the Company's
issued and outstanding common stock, are expected to enter into agreements with
Liberty Media to vote in favor of the transaction. The transaction is subject to
execution of definitive documentation, expiration of applicable waiting periods
under pre-notification regulations, Company stockholder and Board of Director
approval and other customary closing conditions, including other appropriate
corporate approvals. The parties contemplate that a definitive agreement will be
signed in mid-November 1999 and closing is anticipated to occur the first
quarter of 2000. Copies of the Company's press release and letter of intent are
attached hereto as Exhibit 99.1 and 99.2, respectively, and are incorporated
herein by reference.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
7(c) Exhibits
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99.1 Press release of Four Media Company dated November 1, 1999
99.2 Letter of Intent dated October 29, 1999 by and among Liberty
Media Corporation, Four Media Corporation, Technical Services
Partners, L.P. and Warburg, Pincus Equity Partners, L.P.,
Warburg, Pincus Netherlands Equity Partners I, C.V., Warburg,
Pincus Netherlands Equity Partners II, C.V. and Warburg, Pincus
Netherlands Equity Partners III, C.V.
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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: November 1, 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 Press release of Four Media Company dated November 1, 1999
99.2 Letter of Intent dated October 29, 1999 by and among Liberty
Media Corporation, Four Media Corporation, Technical Services
Partners, L.P. and Warburg, Pincus Equity Partners, L.P.,
Warburg, Pincus Netherlands Equity Partners I, C.V., Warburg,
Pincus Netherlands Equity Partners II, C.V. and Warburg, Pincus
Netherlands Equity Partners III, C.V.
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