SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table presents, as of February 28, 2007, information relating
to the beneficial ownership of common stock and Class B common stock, by
(1) each person known by IAC to own beneficially more than 5% of the outstanding
shares of common stock and Class B common stock, (2) each current director and
director nominee, (3) each of the Chief Executive Officer, Chief Financial
Officer and three most highly compensated executive officers (other than the
Chief Executive Officer and Chief Financial Officer) who served in such
capacities as of December 31, 2006 and (4) all executive officers and directors
of IAC as a group.
Unless otherwise indicated, the beneficial owners listed below may be
contacted at IAC's corporate headquarters located at 555 West 18th Street, New
York, New York 10011. For each listed person, the number of shares of IAC common
stock and percent of such class listed assumes the conversion or exercise of any
IAC equity securities owned by such person that are or will become convertible
or exercisable, and the vesting of any restricted stock units that will vest,
within 60 days of February 28, 2007, but does not assume the conversion,
exercise or vesting of any such equity securities owned by any other person.
Shares of IAC Class B common stock may at the option of the holder be converted
on a one-for-one basis into shares of IAC common stock.
The percentage of votes for all classes of capital stock is based on one
vote for each share of common stock, two votes for each share of Series B
preferred stock and ten votes for each share of Class B common stock. As of
February 28, 2007, there were 758 shares of Series B preferred stock
outstanding, which shares collectively represented a de minimis percentage of
the total voting power of the outstanding IAC capital stock as of this date.
Based on statements filed with the SEC pursuant to Section 13(d) or 13(g) of the
Exchange Act, IAC does not know of any person who beneficially owns more that 5%
of the outstanding shares of Series B preferred stock. Accordingly, although the
shares of Series B preferred stock outstanding are considered for purposes of
determining total voting power, no information regarding holders of Series B
preferred stock has been provided in the table.
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Percent of
IAC Common Stock IAC Class B Common Stock Votes
-------------------- --------------------------- ----------
Name and Address of Beneficial (All
Owner Shares % Shares % Classes)
------------------------------ ---------- ---- --------------- ----- ----------
Capital Research and
Management Company
333 South Hope Street
Los Angeles, CA 90071 17,085,000 (1) 6.5 % - - 3.3 %
Clearbridge Advisors, LLC, et
al
399 Park Avenue
New York, NY 10022 16,465,712 (2) 6.3 % - - 3.2 %
Legg Mason Capital Management,
et al
100 Light Street
Baltimore, MD 21202 53,755,051 (3) 20.6 % - - 10.4 %
Liberty Media Corporation
12300 Liberty Boulevard
Englewood, CO 80112 69,219,807 (4) 24.1 % 25,599,998 (5) 100 % 57.9 %
Barry Diller 84,256,076 (6) 28.4 % 25,599,998 (7) 100 % 59.7 %
William H. Berkman 3,500 * - - *
Gregory R. Blatt 30,732 * - - *
Edgar Bronfman, Jr. 31,528 (8) * - - *
Victor A. Kaufman 1,025,605 (9) * - - *
Donald R. Keough 125,341 (10) * - - *
Douglas R. Lebda 753,151 (11) * - - *
Bryan Lourd 30,214 (12) * - - *
John C. Malone - (13) * - - *
Arthur C. Martinez 2,500 * - - *
Thomas J. McInerney 347,960 (14) * - - *
Steven Rattner 28,535 (15) * - - *
Gen. H. Norman Schwarzkopf 28,003 (16) * - - *
Alan G. Spoon 41,715 (17) * - - *
Diane Von Furstenberg 33,003 (18) * - - *
All executive officer and
directors as a group
(15 persons) 86,737,863 29.2 % 25,599,998 100 % 60.2 %
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º *
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º The percentage of shares beneficially owned does not exceed 1% of the
class.
º (1)
º Based upon information regarding IAC holdings reported on a Schedule 13G,
as amended, which was filed with the SEC on February 7, 2007.
º (2)
º Based upon information regarding IAC holdings reported on a Schedule 13G,
as amended, which was filed with the SEC on February 8, 2007.
º (3)
º Based upon information regarding IAC holdings reported on a Schedule 13G,
as amended, which was filed with the SEC on February 15, 2007.
º (4)
º Consists of 43,619,787 shares of IAC common stock and 1,176,594 shares of
IAC Class B common stock held by Liberty and 22 shares of IAC common stock
held collectively by the BDTV Entities (as defined below) and 4,000,000,
15,618,222, 4,005,182 and 800,000 shares of IAC Class B common stock held
by each of BDTV Inc., BDTV II Inc., BDTV III Inc. and BDTV IV Inc.
(collectively, the "BDTV Entities"), respectively. Pursuant to an amended
and restated stockholders agreement between Mr. Diller and Liberty,
Mr. Diller generally has the right to vote all of the shares of IAC common
stock and IAC Class B common stock held by Liberty and the BDTV Entities.
º (5)
º Consists of 1,176,594 shares of IAC Class B common stock held by Liberty
and 4,000,000, 15,618,222, 4,005,182 and 800,000 shares of IAC Class B
common stock held by each of BDTV Inc., BDTV II Inc., BDTV III Inc. and
BDTV IV Inc., respectively. Pursuant to the amended and restated
stockholders agreement,
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Mr. Diller generally has the right to vote all of the shares of IAC Class B
common stock held by Liberty and the BDTV Entities.
º (6)
º Consists of 5,421,899 shares of IAC common stock owned by Mr. Diller,
options to purchase 9,500,000 shares of IAC common stock, 114,370 shares of
IAC common stock held by a private foundation as to which Mr. Diller
disclaims beneficial ownership, 22 shares of IAC common stock and
24,423,404 shares of IAC Class B common stock held collectively by the BDTV
Entities, and 43,619,787 shares of IAC common stock and 1,176,594 shares of
IAC Class B common stock held by Liberty, as to which Mr. Diller has
general voting authority under the amended and restated stockholders
agreement. Mr. Diller pledged 530,348 shares of IAC common stock to the
Company as security for the loan described in footnote 4(d) to the Summary
Compensation Table and in the Relationships Involving Named Executives
section beginning on pages 22 and 38, respectively. Excludes shares of IAC
common stock and options to purchase shares of IAC common stock held by
Ms. Von Furstenberg, as to which Mr. Diller disclaims beneficial ownership
(see footnote 18 below).
º (7)
º Consists of 24,423,404 shares of IAC Class B common stock held collectively
by the BDTV Entities and 1,176,594 shares of IAC Class B common stock held
by Liberty, as to which Mr. Diller has general voting authority under the
amended and restated stockholders agreement.
º (8)
º Consists of (i) 10,503 shares held by Mr. Bronfman directly, (ii) 10,750
shares of IAC common stock held for the benefit of Mr. Bronfman in an
individual retirement account, (iii) 4,250 shares of IAC common stock held
by Mr. Bronfman in his capacity as custodian for his minor children,
(iv) 1,025 shares of IAC common stock held by Mr. Bronfman's spouse and
(v) options to purchase 5,000 shares of IAC common stock. Mr. Bronfman
disclaims beneficial ownership of the 5,275 shares of IAC common stock
described in (iii) and (iv) above.
º (9)
º Consists of 93,065 shares of IAC common stock held directly by Mr. Kaufman
and options to purchase 932,540 shares of IAC common stock.
º (10)
º Consists of (i) 51,841 shares of IAC common stock held by Mr. Keough,
(ii) 1,000 shares of IAC common stock held by Mr. Keough's spouse and
(iii) options to purchase 72,500 shares of IAC common stock. Excludes
shares of IAC common stock beneficially owned by affiliates of Allen &
Company LLC. Mr. Keough disclaims beneficial ownership of the 1,000 shares
of IAC common stock described in (ii) above and all shares of IAC common
stock beneficially owned by affiliates of Allen & Company LLC.
º (11)
º Consists of (i) 200,000 restricted shares of IAC common stock held directly
by Mr. Lebda, (ii) 66,652 shares of IAC common stock held directly by
Mr. Lebda, (iii) 1,796 shares of IAC common stock held directly by
Mr. Lebda in an individual retirement account, (iv) 82,500 shares of IAC
common stock subject to a variable prepaid forward contract, dated
September 5, 2003, between Mr. Lebda and a financial institution, which
contract matures on September 5, 2008, (v) 17,247 shares of IAC common
stock held indirectly through a family trust, (vi) 23,710 shares of IAC
common stock subject to a variable prepaid forward contract, dated
September 5, 2003, between Mr. Lebda's spouse and a financial institution,
which contract matures on September 5, 2008, (vii) options to purchase
345,595 shares of IAC common stock held by Mr. Lebda and (viii) options to
purchase 15,651 shares of IAC common stock held by Mr. Lebda's spouse.
Mr. Lebda disclaims beneficial ownership of the shares of IAC common stock
described in (vi) and (viii) above.
º (12)
º Consists of (i) 27,963 shares of IAC common stock held by Mr. Lourd and
(ii) 2,251 shares of IAC common stock to be received upon the vesting of
restricted stock units in the next 60 days.
º (13)
º Excludes shares of IAC common stock and Class B common stock beneficially
owned by Liberty, as to which Dr. Malone disclaims beneficial ownership.
º (14)
º Consists of (i) 76,328 shares of IAC common stock held directly by
Mr. McInerney, (ii) options to purchase 269,295 shares of IAC common stock
and (iii) 2,337 restricted stock purchase rights.
º (15)
º Consists of (1) 5,752 shares of IAC common stock held directly by
Mr. Rattner, (ii) 10,532 shares of IAC common stock held by partnerships in
which Mr. Rattner may be deemed to have a pecuniary interest, (iii) 10,000
shares of IAC common stock held for the account of a trust established for
the benefit of Mr. Rattner's minor children and (iv) 2,251 shares of IAC
common stock to be received upon the vesting of restricted stock units in
the next 60 days. Mr. Rattner disclaims beneficial ownership of the 20,532
shares of IAC common stock described in (ii) and (iii) above.
º (16)
º Consists of (i) 10,503 shares of IAC common stock held directly by Gen.
Schwarzkopf and (ii) options to purchase 17,500 shares of IAC common stock.
º (17)
º Consists of (i) 16,003 shares of IAC common stock held directly by
Mr. Spoon and (ii) options to purchase 25,712 shares of IAC common stock.
º (18)
º Consists of (i) 10,503 shares of IAC common stock held directly by Ms. Von
Furstenberg and (ii) options to purchase 22,500 shares of IAC common stock.
Excludes shares beneficially owned by Mr. Diller, as to which Ms. Von
Furstenberg disclaims beneficial ownership.
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