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The following is an excerpt from a 10-K/A SEC Filing, filed by LIBERTY LIVEWIRE CORP on 4/30/2001.
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ASCENT MEDIA GROUP INC - 10-K/A - 20010430 - PART_III


PART III

    The information required by Part III which was to be incorporated in the definitive Proxy Statement to be filed pursuant to Regulation 14A of the Exchange Act for the Company's 2001 Annual Meeting of Stockholders is being filed herewith due to a change in scheduling with respect to the 2001 Annual Meeting of Stockholders.

Item 10. Directors and Executive Officers of the Registrant.

    On March 29, 2001, the executive officers and directors of the Company were as follows:

Name

  Age
  Position with Company
William R. Fitzgerald(1)(2)   43   Chairman of the Board and Director

David P. Beddow(1)

 

57

 

Chief Executive Officer and Director

Robert T. Walston

 

42

 

President and Chief Operating Officer and Director

Jeffrey J. Marcketta

 

46

 

Executive Vice President and Chief Financial Officer

Marcus O. Evans

 

51

 

Executive Vice President, General Counsel and Secretary

Gavin W. Schutz

 

47

 

Executive Vice President and Chief Technology Officer

William E. Niles

 

37

 

Senior Vice President and Assistant Secretary

M. David Cottrell

 

44

 

Vice President and Controller

Silas Cross

 

61

 

Vice President, Treasurer and Assistant Secretary

Robert R. Bennett(1)

 

42

 

Director

Salah M. Hassanein

 

79

 

Director

Gary S. Howard(2)

 

49

 

Director

David P. Malm(2)(3)

 

36

 

Director

Sydney Pollack(2)(3)

 

66

 

Director

Larry E. Romrell

 

61

 

Director

(1)
Member of the Executive Committee.

(2)
Member of the Compensation Committee.

(3)
Member of the Audit Committee.

1


     William R. Fitzgerald was elected a Director and appointed Chairman of the Board in August 2000.  He has served as Senior Vice President of Liberty Media Corporation since August 2000. Mr. Fitzgerald served as Chief Operating Officer, Operations Administration, of AT&T Broadband Information Systems, LLC ("AT&T Broadband"), which was formerly known as Tele-Communications, Inc. ("TCI"), from August 1999 to May 2000 and Executive Vice President and Chief Operating Officer of TCI from March 1999 to August 1999. Mr. Fitzgerald served as Executive Vice President and Chief Operating Officer of TCI Communications, Inc. ("TCIC"), the domestic cable subsidiary of TCI, from November 1998 to March 1999, served as an Executive Vice President of TCIC from December 1997 to March 1999 and served as a Senior Vice President of TCIC from March 1996 to December 1997. Mr. Fitzgerald was a Senior Vice President and a Partner in Daniels & Associates, a brokerage and investment banking company, from 1988 to 1996.

     David P. Beddow was appointed Chief Executive Officer of the Company in June 2000. Mr. Beddow most recently served as Vice President of Technology at Liberty Media Corporation. Mr. Beddow previously served as executive vice president of AT&T Broadband, and was an executive vice president of TCI Communications, Inc. and president and chief executive officer of TCI's National Digital Television Center from August 1998 through April 2000. Prior to that, Mr. Beddow held various positions at TCI, TCI Technology Ventures, Primestar, COMSAT and Westinghouse Broadcasting and Cable. Mr. Beddow is a director of Universal Electronics, Inc. On April 19, 2001, Mr. Beddow resigned as an officer and director of the Company.

     Robert T. Walston was appointed President & Chief Operating Officer of the Company in June 2000. Mr. Walston was the founder of Four Media Company and has served as the Chairman and Chief Executive Officer of Four Media Company from 1993 to 2000. Prior to Four Media, Mr. Walston spent ten years as a banker, investment banker and private equity investor, working on merger and acquisition assignments and debt and equity offerings.

     Jeffrey J. Marcketta was appointed Executive Vice President and Chief Financial Officer of the Company in June 2000. Mr. Marcketta served as Four Media's President and Chief Operating Officer and has had extensive experience with the entertainment industry, having spent over 10 years on a combined basis with Panavision Inc. in a variety of senior positions, including Executive Vice President and Chief Financial Officer of Panavision Inc.

     Marcus O. Evans was appointed Executive Vice President and General Counsel of the Company in June 2000. Mr. Evans previously served as Senior Vice President and General Counsel of direct broadcast satellite (DBS) service provider Primestar, Inc./Primestar Partners from 1991 through 1999. Previously, Mr. Evans held a variety of senior positions with Group W Broadcasting & Cable, Inc. or its affiliates in the cable television, television and radio industries.

     Gavin W. Schutz was appointed Executive Vice President and Chief Technology Officer of the Company in June 2000. Mr. Schutz had been with Four Media since 1993, prior to which he spent 13 years as Vice President and Director of Engineering of Image Transform, Inc., a company Four Media acquired in 1993.

     William E. Niles was appointed Senior Vice President and Assistant Secretary of the Company in June 2000. Mr. Niles most recently served as General Counsel and Vice President of Business Affairs for Four Media Company from February 1998 to April 2000, and was General Counsel and Vice President of Business Affairs for Visualize (dba POP), a leading provider of post production and visual effects services, from 1997 to February 1998. From 1991 to 1997, Mr. Niles practiced law as a partner at Stein & Kahan, A Law Corporation, specializing in corporate, transactional, and real estate law. Before that, he was an associate in the Los Angeles office of Baker & McKenzie. Mr. Niles received his B.A. from the University of Southern California in 1985 and his law degree from Georgetown Law School in 1988.

2


     M. David Cottrell was appointed Vice President and Controller of the Company in June 2000. Mr. Cottrell most recently served as Vice President of Administration of the Company from 1998 to June 2000. Mr. Cottrell previously served as Executive Vice President and Chief Financial Officer for Todd-AO/Hollywood Digital from 1993 to 1998. Prior to 1993, Mr. Cottrell served as Vice President of Finance for The Post Group, Inc.

     Silas Cross was appointed a Vice President of the Company in 1988. In 1995, he was appointed Treasurer and Assistant Secretary. Mr. Cross previously served as Assistant Treasurer of United Artists Communications, Inc ("UACI"), and has served the Company in various capacities since 1965. UACI owned approximately 85% of the Company's common stock until 1986.

     Robert R. Bennett was elected a Director in June 2000. Mr. Bennett has served as President and Chief Executive Officer of Liberty Media since April 1997 and as a director since September 1994. Mr. Bennett also served as acting Chief Financial Officer of Liberty Digital, Inc. from June 1997 to July 1997. Mr. Bennett served as Executive Vice President of TCI from April 1997 to March 1999. Mr. Bennett served as Executive Vice President, Secretary and Treasurer of Liberty Media from June 1995 through March 1997, Chief Financial Officer from May 1996 through March 1997, and in various executive positions since their inception in 1990. Mr. Bennett is a director of Gemstar-TV Guide International, Inc., Liberty Satellite & Technology, Inc., USANi LLC and Telewest Communications plc and serves as a director and Chairman of the Board of Liberty Digital, Inc.

     Salah M. Hassanein was elected a Director in 1962. From 1994 to June 2000, Mr. Hassanein served as President and Chief Executive Officer of the Company, which was then known as The Todd-AO Corporation. Prior to 1994, he was the Company's Senior Executive Vice President. Mr. Hassanein also served as President of Warner Bros. International Theatres Co. from 1988 to June 30, 1994. Mr. Hassanein previously served as Executive Vice President and director of UACI and President of United Artists Eastern Theatres, Inc. Mr. Hassanein is a principal of SMH Entertainment, Inc. and a director of Software Technologies Corporation and Nuesoft Technologies, Inc.

     Gary S. Howard was elected a Director in June 2000. Mr. Howard has served as Executive Vice President, Chief Operating Officer and director of Liberty Media since July 1998. Mr. Howard has also served as Chairman of the Board of Liberty Satellite & Technology, Inc. since August 2000. Mr. Howard served as Chief Executive Officer of Liberty Satellite & Technology, Inc. from December 1996 to April 2000. Mr. Howard also served as Executive Vice President of TCI from December 1997 to March 1999, as Chief Executive Officer, Chairman of the Board and a director of TV Guide, Inc. (prior to its merger with Gemstar) from June 1997 to March 1999; and as President and Chief Executive Officer of TCI Ventures Group, LLC from December 1997 to March 1999. Mr. Howard served as President of TCIC from October 1994 to December 1996; and as Vice President of TCIC from December 1991 through October 1994. Mr. Howard is a director of Liberty Digital, Inc., Liberty Satellite & Technology, Inc., Teligent, Inc. and On Command Corporation.

     David P. Malm was elected a Director in 1997. He is currently a partner of Halpern, Denny & Company, a Boston based private equity investment firm, a director of Tealuxe, Inc., E-Z Serve/Swifty Mart Convenience Stores, Ecce Panis, Inc., H.C. Shaw Company, and Chairman of Brown Broadcasting Service, Inc. Prior to forming Halpern, Denny & Company in 1991, Mr. Malm was affiliated with Bain Capital, a private equity investment firm, and Bain & Company, a corporate strategy consulting firm. He also previously worked in the Investment Banking Group at Morgan Stanley & Company.

     Sydney Pollack was elected a director of the Company in 1998. A renowned motion picture director, Mr. Pollack's 17 films have received 46 Academy Award® nominations, including four for Best Picture. His film "Out of Africa" won seven Oscars including Best Picture and Best Director. In addition to winning the New York Film Critics' Award for his 1982 film "Tootsie", Mr. Pollack won the Golden Globe for Best Director twice, the National Society of Film Critics Award, and the NATO

3


Director of the Year Award. Mr. Pollack formed Mirage Enterprises in 1985, which produces motion picture feature films. He is a founding member of The Sundance Institute, The Chairman Emeritus of The American Cinematheque, and serves on the Board of Directors of the Film Preservation Board and The Motion Picture and Television Fund Foundation.

     Larry E. Romrell was elected a director in June 2000. He has served as a consultant to Liberty Media since March 1999. Mr. Romrell served as Executive Vice President of TCI from January 1994 to March 1999 and since March 1999 has served as a consultant to AT&T Broadband. Mr. Romrell also served, from December 1997 to March 1999, as Executive Vice President and Chief Executive Officer of TCI Business Alliance and Technology Co., a subsidiary of TCI prior to the TCI merger that oversaw and developed TCI's technology activities; from December 1997 to March 1999, as Senior Vice President of TCI Ventures Group, LLC; and, from September 1994 to October 1997, as President of TCI Technology Ventures, Inc., a subsidiary of TCI prior to the TCI merger that invested in and developed companies engaged in advancing telecommunications technology. Mr. Romrell served as Senior Vice President of TCIC from 1991 to October 1994. Mr. Romrell is a director of Liberty Media, and General Communication, Inc.

4


Item 11. Executive Compensation.

    Summary Compensation Table.   Directors receive no cash compensation for their services as directors. The following table shows, for the years ended December 31, 2000, August 31, 1999 and 1998, all forms of compensation for the Chief Executive Officer and each of the most highly compensated executive officers of the company whose total annual salary and bonus exceeded $100,000 for the year ended December 31, 2000.

 
   
   
   
  Long-Term
Compensation

   
 
 
   
  Annual Compensation(1)
   
 
 
   
  No. of Securities
Underlying
Options

   
 
Name and Principal Position

  Fiscal
Year

  Salary ($)
  Bonus ($)
  All Other
Compensation ($)

 
David P. Beddow
Chief Executive Officer
Liberty Livewire
  2000
1999
1998
  302,885

(2)



 

  341,910

(3)


Salah M. Hassanein
President and Chief Executive Officer
The Todd-AO Corporation

 

2000
1999
1998

 

189,439
221,160
250,000

(4)
(4)
(4)



241,831



(4)




 




 

Robert T. Walston
President and Chief Operating Officer
Liberty Livewire

 

2000
1999
1998

 

288,462


(2)





 




 

1,019


(5)


Jeffrey J. Marcketta
Executive Vice President and Chief Financial
Officer of Liberty Livewire

 

2000
1999
1998

 

201,923


(2)





 




 

3,029


(5)


M. David Cottrell
Vice President and Controller
Liberty Livewire

 

2000
1999
1998

 

234,200


 




 




 

11,700


(6)


Gavin W. Schutz
Executive Vice President and Chief
Technology Officer of Liberty Livewire

 

2000
1999
1998

 

158,654


(2)





 




 




 

Christopher D. Jenkins
President
Todd-AO Studios

 

2000
1999
1998

 

740,327
739,408
963,027

(7)
(7)
(7)




 




 

2,528
6,068
6,068

(7)
(7)
(7)

Richard O'Hare
President
Todd-AO Video Services

 

2000
1999
1998

 

271,131
288,938
204,677

 




 


10,000
4,050

 

16,000
16,000
16,000

(8)
(8)
(8)

(1)
The column for "Other Annual Compensation" has been omitted because there is no compensation required to be reported in such column. The aggregate amount of perquisites and other personal benefits provided to each officer listed above is less than 10% of the total annual salary of such officer.

(2)
Amounts shown as salary are for seven months ended December 31, 2000. These amounts do not include $192,307 and $134,615 of salary for the five months ended May 31, 2000 earned by Mr. Walston and Mr. Marcketta, respectively, at Four Media Company prior to its acquisition by the Registrant.

(3)
$268,785 of the amount shown as All Other Compensation reflects reimbursed relocation expenses. $73,125 of the amount shown as All Other Compensation reflects the grant to Mr. Beddow by Liberty Media of a common stock interest in Liberty LWR, Inc. (see Item 13 for a complete explanation of this compensation).

5


(4)
Amount shown as salary for 2000 includes salary of $50,481 and professional fees of $52,083 for the five months ended May 31, 2000 and $86,875 for consulting fees for the period beginning June 9, 2000 and ended December 31, 2000. Amounts shown for 1999 and 1998 salary also include professional fees of $125,000 for each year. Amount shown as bonus for 1998 is a Class A Common Stock bonus of 50,000 shares valued at grant date at $241,813.

(5)
Amounts shown as All Other Compensation represent contributions made by Four Media Company to its 401(k) Plan on the respective executive's behalf, for the seven months ended December 31, 2000.

(6)
Amounts shown as All Other Compensation represent contributions made by Todd-AO to its 401(k) Plan on Mr. Cottrell's behalf.

(7)
Mr. Jenkins is no longer with the Company. On December 31, 2000, his employment agreement expired without renewal. 1998 salary includes non-qualified stock option exercise compensation of $129,360. The amounts that are shown as salary also include compensation of $640,327, $639,408, and $732,667 for 2000, 1999, and 1998, respectively, attributable to services as a sound mixer. Amounts shown as All Other Compensation represent contributions made by Todd-AO under a collective bargaining agreement to the Motion Picture Industry Pension Plan on Mr. Jenkins' behalf.

(8)
Mr. O'Hare served as President of Todd-AO Video Services from 1994 to June 2000. Currently, Mr. O'Hare serves in a non-executive capacity as Vice President Operations of the Company's Content Management business segment. Amounts shown as All Other Compensation represent contributions made by Todd-AO to its 401(k) Plan on Mr. O'Hare's behalf.

OPTION EXERCISES AND VALUE TABLE

    The following table shows each exercise of stock options during the fiscal year ended December 31, 2000 by each of the executive officers named in the Summary Compensation Table, together with respective aggregate values of unexercised options at December 31, 2000.


Aggregated Option Exercises in Last Fiscal Year and Fiscal Year End Option Values

 
  Shares
Acquired on
Exercise (#)

   
  Number of
Unexercised Options
at December 31, 2000

  Value of Unexercised
In-the-Money Options
at December 31, 2000

 
  Value
Realized ($)

Name

  Exercisable
  Unexercisable
  Exercisable
  Unexercisable
Salah M. Hassanein   253,000   7,803,507        
M. David Cottrell   9,800   144,776        
Christopher D. Jenkins   52,600   2,139,505        
Richard O'Hare   32,650   1,162,986        

EMPLOYMENT AGREEMENTS

    The Company has employment agreements with Messrs. Walston, Marcketta, and O'Hare. Mr. Walston's agreement (expiring December 31, 2003) provides for an annual salary of $500,000. Mr. Marcketta's agreement (expiring December 31, 2003) provides for an annual salary of $350,000. Mr. O'Hare's agreement (expiring August 31, 2001) provides for a salary of $260,000 and $280,000 for the twelve months ending August 31, 2000 and 2001, respectively. The Company also had an employment agreement with Mr. Jenkins which expired without renewal on December 31, 2000.

CONSULTING AGREEMENT

    In connection with Liberty Media Corporation's acquisition of a controlling interest in the Company, through the merger of the Company and B-Group Merger Sub (referred to herein as the "Todd Merger"), Salah M. Hassanein, a director of the Company, SMH Entertainment, Inc. (a corporation under Mr. Hassanein's control), the Company and Liberty Media are parties to a three-year consulting agreement, under which (i) SMH is entitled to receive $150,000 annually as

6


compensation for Mr. Hassanein's consulting services to the Company during the term of the agreement, and (ii) Mr. Hassanein became entitled to receive, on and as of the closing of the Todd Merger, stock options to purchase 150,000 shares of Class A Common Stock at an exercise price of $10.27 per share. As of the date of this report, Mr. Hassanein has not received such options. Mr. Hassanein and the Company are currently engaged in negotiations regarding possible changes to the terms of such consulting agreement to be mutually agreed.

Item 12. Security Ownership of Certain Beneficial Owners and Management.

    (a)
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

    The following table lists stockholders believed by the Company to be the beneficial owners of more than five percent of the outstanding shares of any class of the Company's voting stock as of February 28, 2001. Voting power in the table is computed based on one vote per share for Class A Common Stock and 10 votes per share for Class B Common Stock. So far as is known to the Company, the persons indicated below have sole voting and investment power with respect to the shares indicated as believed to be owned by them, except to the extent such power may be shared by a spouse or as otherwise stated in the notes to the table.

Name and address of beneficial owner

  Title of class
  No.of shares
beneficially owned

  Percent
of class

  Combined
voting power

 
Liberty Media Corporation
9197 S. Peoria Street
Englewood, Colorado
  Class A common stock
Class B common stock
 
31,612,716
 
100.00

%

98.33
  

%

Robert A. Naify
172 Golden Gate Ave.
San Francisco, CA 94102

 

Class A common stock
Class B common stock

 

876,985

(1)

16.29

%


*

 

Marshall Naify Revocable Trust
172 Golden Gate Ave.
San Francisco, CA 94102

 

Class A common stock
Class B common stock

 

771,343

(2)

14.33

%


*

 

Salah M Hassanein
2318 Ocean Front
Del Mar, CA 92014

 

Class A common stock
Class B common stock

 

286,528

(3)

5.32

%


*

 

Paul Dujardin
500 Fifth Avenue, Suite 2020
New York, NY 10110

 

Class A common stock
Class B common stock

 

682,687

 

12.68

%


*

 

*
less than 1%

(1)
Includes 876,985 shares of Class A common stock held by trusts for which Mr. Naify is both trustee and beneficiary. Excludes 4,023 shares of Class A common stock held in trust for which Mr. Naify is trustee and has no beneficial interest. Mr. Naify disclaims beneficial ownership of these shares.

(2)
The sole trustee for the Marshall Naify Revocable Trust is Michael Naify. Michael Naify has a 1 / 3 beneficial interest and 100% voting control of the trust. Since the death of Marshall Naify, the trust has become an irrecvocable trust.

(3)
Includes 20,000 shares of Class A common stock held by an irrevocable trust for which Mr Hassanein is trustee and has no beneficial interest. Mr. Hassanein disclaims beneficial ownership of these shares. If such shares were excluded from the table, Mr. Hassanein would own 4.95% of the Class A common stock of Livewire.

(b)
SECURITY OWNERSHIP OF MANAGEMENT

    The following table sets forth information with respect to the ownership by each director and each of the named executive officers of Livewire and by all directors and executive officers of Livewire as a group of shares of Livewire common stock. In addition, the table sets forth information with respect to the ownership of such individuals of shares of AT&T common stock, Liberty Media Group Class A and Class B common stock ("Liberty Media Group Tracking Stock"), AT&T Wireless Group common stock ("Wireless Group Tracking Stock"), Liberty Digital Series A common stock and Liberty Satellite & Technology Inc ("LSAT") Series A and B common stock, all of which are equity securities of AT&T Corp., which indirectly owns 100% of Liberty Media, which in turn owns a controlling interest in Livewire.

7


    The AT&T charter provides that, except as otherwise required by New York law or any special voting rights of AT&T preferred stock, Liberty Media Group Tracking Stock or Wireless Group Tracking Stock, the holders of AT&T common stock, Liberty Media Group Tracking Stock, Wireless Group Tracking Stock and AT&T preferred stock, if any, entitled to vote with the common shareholders, vote together as one class.

    The following information is given as of February 28, 2001 and, in case of percentage ownership information, is based on (1) 3,807,460,036 shares of AT&T common stock; (2) 2,376,765,123 shares of Liberty Media Group Class A tracking stock and 212,045,288 shares of Liberty Media Group Class B tracking stock; (3) 362,750,025 shares of AT&T Wireless Group tracking stock; (4) 33,206,409 shares of Liberty Digital Series A common stock; (5) 65,471,095 shares of LSAT Series A common stock and 7,732,496 shares of LSAT Series B common stock; and (6) 5,384,507 shares of Livewire Class A common stock and 31,612,716 shares of Livewire Class B common stock, in each case outstanding on that date. Voting power in the table is computed based on one vote per share for Livewire Class A Common Stock and 10 votes per share for Livewire Class B Common Stock. Shares of common stock issuable upon exercise or conversion of options, warrants and convertible securities that were exercisable or convertible on or within 60 days after February 28, 2001, are deemed to be outstanding and to be beneficially owned by the person holding the options, warrants or convertible securities for the purpose of computing the percentage ownership of the person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. So far as is known to us, the persons indicated below have sole voting and investment power with respect to the shares indicated as owned by them, except to the extent such power may be shared with a spouse or as otherwise stated in the notes to the table.

Name

  Title of class
  No. of shares
beneficially owned

  Percent
of class

  Combined
voting power

Directors:                
William R. Fitzgerald   Livewire Class A           *
    Livewire Class B            
    AT&T common stock group   123,483 (1)      
    Liberty Media Group Class A   34,768   *    
    Liberty Media Group Class B            
    AT&T Wireless Group            
    Liberty Digital Series A            
    LSAT Series A            
    LSAT Series B            
David P. Beddow   Livewire Class A           *
    Livewire Class B            
    AT&T common stock group   4,368   *    
    Liberty Media Group Class A   23,028   *    
    Liberty Media Group Class B            
    AT&T Wireless Group   10,000   *    
    Liberty Digital Series A            
    LSAT Series A   414,300 (2) *    
    LSAT Series B            
Robert T. Walston   Livewire Class A           *
    Livewire Class B            
    AT&T common stock group            
    Liberty Media Group Class A   645,160 (3) *    
    Liberty Media Group Class B            
    AT&T Wireless Group            
    Liberty Digital Series A            
    LSAT Series A            
    LSAT Series B            

8


Robert R. Bennett   Livewire Class A           *
    Livewire Class B            
    AT&T common stock group   249,000 (4) *    
    Liberty Media Group Class A   3,603,000 (5) *    
    Liberty Media Group Class B            
    AT&T Wireless Group            
    Liberty Digital Series A   80,000 (6) *    
    LSAT Series A   5,000 (7) *    
    LSAT Series B            
Salah M Hassanein   Livewire Class A   286,528 (8) 5.32 % *
    Livewire Class B            
    AT&T common stock group            
    Liberty Media Group Class A   870,574   *    
    Liberty Media Group Class B            
    AT&T Wireless Group            
    Liberty Digital Series A            
    LSAT Series A            
    LSAT Series B            
Gary S. Howard   Livewire Class A           *
    Livewire Class B            
    AT&T common stock group   16,000   *    
    Liberty Media Group Class A   1,370,000 (9) *    
    Liberty Media Group Class B            
    AT&T Wireless Group            
    Liberty Digital Series A   20,000 (10) *    
    LSAT Series A   755,000 (11) 1.15 %  
    LSAT Series B            
David P. Malm   Livewire Class A   10,002   *   *
    Livewire Class B            
    AT&T common stock group            
    Liberty Media Group Class A   15,179   *    
    Liberty Media Group Class B            
    AT&T Wireless Group            
    Liberty Digital Series A            
    LSAT Series A            
    LSAT Series B            
Sydney Pollack   Livewire Class A   5,600   *   *
    Livewire Class B            
    AT&T common stock group            
    Liberty Media Group Class A   9,625   *    
    Liberty Media Group Class B            
    AT&T Wireless Group            
    Liberty Digital Series A            
    LSAT Series A            
    LSAT Series B            

9


Larry E. Romrell   Livewire Class A           *
    Livewire Class B            
    AT&T common stock group   511,000 (12) *    
    Liberty Media Group Class A   2,778,000 (12) *    
    Liberty Media Group Class B   3,000   *    
    AT&T Wireless Group            
    Liberty Digital Series A            
    LSAT Series A   741,000 (13) 1.13 %  
    LSAT Series B            
Other Executive Officers:                
Jeffrey J Marcketta   Livewire Class A           *
    Livewire Class B            
    AT&T common stock group            
    Liberty Media Group Class A   322,850 (14) *    
    Liberty Media Group Class B            
    AT&T Wireless Group            
    Liberty Digital Series A            
    LSAT Series A            
    LSAT Series B            
M. David Cottrell   Livewire Class A   7,132   *   *
    Livewire Class B            
    AT&T common stock group            
    Liberty Media Group Class A   7,155   *    
    Liberty Media Group Class B            
    AT&T Wireless Group            
    Liberty Digital Series A            
    LSAT Series A            
    LSAT Series B            
Christopher D. Jenkins   Livewire Class A   7,540   *   *
    Livewire Class B            
    AT&T common stock group            
    Liberty Media Group Class A   26,300   *    
    Liberty Media Group Class B            
    AT&T Wireless Group            
    Liberty Digital Series A            
    LSAT Series A            
    LSAT Series B            
Richard O'Hare   Livewire Class A   1,860   *   *
    Livewire Class B            
    AT&T common stock group            
    Liberty Media Group Class A   8,325   *    
    Liberty Media Group Class B            
    AT&T Wireless Group            
    Liberty Digital Series A            
    LSAT Series A            
    LSAT Series B            

10


Silas Cross   Livewire Class A   3,638   *   *
    Livewire Class B            
    AT&T common stock group            
    Liberty Media Group Class A   5,848   *    
    Liberty Media Group Class B            
    AT&T Wireless Group            
    Liberty Digital Series A            
    LSAT Series A            
    LSAT Series B            
Gavin Schutz   Livewire Class A           *
    Livewire Class B            
    AT&T common stock group            
    Liberty Media Group Class A   19,356 (15) *    
    Liberty Media Group Class B            
    AT&T Wireless Group            
    Liberty Digital Series A            
    LSAT Series A            
    LSAT Series B            
William Niles   Livewire Class A           *
    Livewire Class B            
    AT&T common stock group   500   *    
    Liberty Media Group Class A   10,520 (16) *    
    Liberty Media Group Class B            
    AT&T Wireless Group   200   *    
    Liberty Digital Series A            
    LSAT Series A            
    LSAT Series B            
Marcus O. Evans   Livewire Class A           *
    Livewire Class B            
    AT&T common stock group   319   *    
    Liberty Media Group Class A            
    Liberty Media Group Class B            
    AT&T Wireless Group            
    Liberty Digital Series A            
    LSAT Series A   27   *    
    LSAT Series B            

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All directors and   Livewire Class A   322,300   5.99 % *
executive officers as   Livewire Class B   0        
a group (17 persons)   AT&T common stock group   904,670   *    
    Liberty Media Group Class A   9,749,418   *    
    Liberty Media Group Class B   3,000   *    
    AT&T Wireless Group   10,200   *    
    Liberty Digital Series A   100,000   *    
    LSAT Series A   1,915,3270   2.93 %  
    LSAT Series B   0        

*
less than 1%
(1)
Includes options to purchase 95,297 shares of AT&T common stock, all of which are fully vested.
(2)
Includes options to purchase 412,788 shares of LSAT Series A common stock, all of which are fully vested.
(3)
Assumes the exercise in full of stock options to acquire 645,160 shares of Liberty Media Group Class A tracking stock, all of which are currently excercisable.
(4)
Includes 232,710 restricted shares of AT&T common stock, none of which is currently vested
(5)
Includes 902,767 restricted shares of Liberty Media Group Class A tracking stock, none of which is currently vested.
(6)
Assumes the exercise in full of stock options to acquire 80,000 shares of Liberty Digital Series A common stock, all of which are currently excercisable.
(7)
Includes beneficial ownership of 5,000 shares of LSAT Series A common stock which may be acquired within 60 days after February 28, 2001, pursuant to stock options granted in tandem with SARs.
(8)
Includes 20,000 shares of Class A common stock held by an irrevocable trust for which Mr Hassanein is trustee and has no beneficial interest. Mr. Hassanein disclaims beneficial ownership of these shares. If the shares were excluded from the table, Mr. Hassanein would own 4.95% of the Class A common stock of Livewire.
(9)
Includes 582,177 restricted shares of Liberty Media Group Class A tracking stock, none of which is currently vested.
(10)
Assumes the exercise in full of stock options to acquire 20,000 shares of Liberty Digital Series A common stock, all of which are currently excercisable.
(11)
Includes beneficial ownership of 694,076 shares of LSAT Series A common stock which may be acquired within 60 days after February 28, 2001, pursuant to stock options (30,000 of which were granted in tandem with SARs).
(12)
Includes beneficial ownership of the following shares which may be acquired within 60 days after February 28, 2001, pursuant to stock options granted in tandem with SARs: (a) 350,229 shares of AT&T common stock; and (b) 2,425,776 shares of Liberty Media Group Class A tracking stock.
(13)
Includes beneficial ownership of 734,076 shares of LSAT Series A common stock which may be acquired within 60 days after February 28, 2001, pursuant to stock options (70,000 of which were granted in tandem with SARs).
(14)
Assumes the exercise in full of stock options to acquire 322,580 shares of Liberty Media Group Class A tracking stock, all of which are currently excercisable.
(15)
Assumes the exercise in full of stock options to acquire 19,356 shares of Liberty Media Group Class A tracking stock, all of which are currently excercisable.
(16)
Assumes the exercise in full of stock options to acquire 10,520 shares of Liberty Media Group Class A tracking stock, all of which are currently excercisable.

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Item 13.  Certain Relationships and Related Transactions.

LWR, Inc.

    In November 2000, Liberty Media Corporation granted William R. Fitzgerald, a director and chairman of the board of directors of the Company, Larry E. Romrell, a director of the Company, David P. Beddow, then a director and chief executive officer of the Company, and another individual (who is neither a director nor an executive officer of the Company) an aggregate 4.0725% common stock interest in Liberty LWR, Inc. ("LWR"), a subsidiary of Liberty Media that owns a direct interest in the Company. Upon the formation of LWR on November 2, 2000, Liberty Media contributed to LWR (a) 31,635,682 shares of Class B common stock of the Company (b) all of Liberty Media's rights and obligations under a credit agreement between Liberty Media and the Company, and (c) an agreement to fund certain subordinated convertible loans to be made under that credit agreement. Liberty Media received 81,502 shares of LWR preferred stock and 10,000 shares of LWR common stock at the time of such contribution. Liberty Media then transferred a portion of its common stock to the individuals named above.

    The LWR common stock interest granted to these individuals had a value of $407,250 on the date of grant. The percentage interests granted Messrs. Fitzgerald, Romrell and Beddow, and the values of such interests, are as follows:

 
  Percentage Common Stock
Interest in LWR, Inc.

  Value of Interest in LWR, Inc.
William R. Fitzgerald   1.25250 % $ 125,250

Larry E. Romrell

 

1.46250

%

$

146,250

David P. Beddow

 

.73125

%

$

73,125

    In addition, LWR awarded Mr. Romrell and Mr. Beddow deferred bonuses in the initial amounts of $3,373,836 and $1,686,921, respectively, such amounts to decrease by an amount equal to any increase during the relevant period in the value of 21 LWR common shares in the case of Mr. Romrell and 10.5 LWR common shares in the case of Mr. Beddow. The relevant period is the period beginning on the date of grant (November 2, 2000) and ending on the earlier of (i) the date on which the recipient ceases to be employed by Liberty Media or any of its affiliates ("Termination Date"), and (ii) November 2, 2005. The adjusted bonus is payable in cash, shares of Liberty Media Group tracking stock, shares of the Company's common stock or any combination of the foregoing (at the election of LWR) within 100 days following the earlier to occur of the Termination Date or the date on which the recipient ceases to be a "covered employee" within the meaning of Section 162(m)(3) of the Internal Revenue Code with respect to Liberty Media or any affiliate of Liberty Media.

    Liberty Media, LWR and all of the above individuals also entered into a stockholders' agreement in which the individuals could require Liberty Media to repurchase, after five years, all or part of their common stock interest in LWR in exchange for Liberty Media common stock at its then fair market value. In addition, Liberty Media has the right to repurchase, in exchange for shares of Liberty Media common stock, the LWR common stock interests held by such individuals at fair market value at any time. The stock grants to Messrs. Fitzgerald, Beddow and Romrell described herein were not made as compensation to such individuals in respect of their services to the Company as directors of the Company.

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