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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): April 10, 2000
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 officers) (Zip Code)
(818) 840-7000
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(Registrant's telephone number, including area code)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
On April 10, 2000, Four Media Company, a Delaware corporation (the
"Company"), issued a press release announcing the completion of the acquisition
by the Liberty Media Group of 100% of the Company's issued and outstanding
shares of common stock. A copy of the Company's press release is attached as
Exhibit 99.1 hereto and incorporated herein by reference.
Pursuant to the Agreement and Plan of Merger dated as of December 6,
1999 by and among AT&T Corp., D-Group Merger Corp., Liberty Media Corporation
and the Company, each issued and outstanding share of Company common stock was
cancelled and converted into the right to receive 0.16129 of a share of AT&T
Class A Liberty Media Group Stock and $6.25 in cash.
The source of Liberty Media Group's cash consideration for the
acquisition was working capital.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
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7(c) Exhibits
99.1 Press Release of Four Media Company dated April 10, 2000.
99.2 Agreement and Plan of Merger dated as of December 6, 1999 by
and among AT&T Corp., D-Group Merger Corp., Liberty Media
Corporation and Four Media Company (incorporated by reference
to Exhibit 99.1 of the Company's Current Report on Form 8-K
filed with the Commission on December 7, 1999).
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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: April 13, 2000
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 April 10, 2000.
99.2 Agreement and Plan of Merger dated as of December 6, 1999 by and among
AT&T Corp., D-Group Merger Corp., Liberty Media Corporation and Four
Media Company (incorporated by reference to Exhibit 99.1 of the
Company's Current Report on Form 8-K filed with the Commission on
December 7, 1999)
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EXHIBIT 99.1
LIBERTY MEDIA COMPLETES ACQUISITION OF 100% OF FOUR MEDIA
BURBANK, CALIFORNIA, APRIL 10, 2000 -- Four Media Company (Nasdaq: FOUR) today
announced that the acquisition by Liberty Media Group of 100% of Four Media's
issued and outstanding common stock has been completed and funded. Each issued
and outstanding share of common stock of Four Media was cancelled and converted
into the right to receive 0.16129 of a share of AT&T Class A Liberty Media
Group Stock (NYSE: LMG.A) and $6.25 in cash.
Letters of Transmittal for use in exchanging Four Media shares for shares of
Class A Liberty Media Group Stock and cash are expected to be mailed to Four
Media stockholders during the week of April 10, 2000.
Commenting on the announcement, Robert T. Walston, Chairman of the Board and
Chief Executive Officer of Four Media Company, stated, "Joining Liberty Media
Group will create many new areas of opportunity for Four Media. Our extensive
relationships with television programmers and advertisers will serve as the
springboard for a strategy centering around the creation and delivery of new,
interactive forms of entertainment and advertising content. We are excited to
be a key element of this strategy."
David P. Beddow, Vice President of Liberty Media, added, "The acquisition of
Four Media Company represents an important step in Liberty's development of a
new services and infrastructure company. Four Media's diverse operations and
digital infrastructure, combined with its management team, create a strong
foundation for our strategy."
Four Media Company is a leading provider of technical and creative services to
owners, producers and distributors of television programming, feature films and
other entertainment product both domestically and internationally. Four Media's
services integrate a variety of systems and processes to enhance the creation
and distribution of entertainment content. Four Media's client base includes
the world's largest entertainment companies. As a result of its investments and
acquisitions, Four Media Company is one of the largest and most diversified
providers of technical and creative services to the entertainment industry,
which enables it to offer its customers a single source for such services.
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Liberty Media holds interests in a broad range of video programming,
communications, technology and Internet businesses in the United States,
Europe, South America and Asia. Liberty Media Group Class A and Class B Stock
are traded on the New York Stock Exchange under the symbols LMG.A and LMG.B,
respectively.
This press release contains forward-looking statements which are made pursuant
to the Safe-Harbor provisions of the Private Securities Litigation Reform Act
of 1995. Words such as "intends", "believes" and similar expressions
reflecting something other than historical fact are intended to identify
forward-looking statements, but are not the exclusive means of identifying such
statements. These forward-looking statements involve a number of risks and
uncertainties, including the timely development and market acceptance of
products and technologies, successful integration of acquisitions, the ability
to secure additional sources of financing, the ability to reduce operating
expenses and other factors described in the Company's filings with the
Securities and Exchange Commission. The actual results that the Company
achieves may differ materially from any forward-looking statement due to such
risks and uncertainties. The Company undertakes no obligations to revise or
update any forward-looking statements in order to reflect events or
circumstances that may arise after the date of this release.
