SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO
FILED PURSUANT TO 13d-2(a)
(AMENDMENT NO. ___)1
Crown Media Holdings, Inc.
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(Name of Issuer)
Class A Common Stock, par value $.01 per share
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(Title of Class of Securities)
228411 10 4
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(CUSIP Number)
Charles Y. Tanabe, Esq.
Senior Vice President and General Counsel
Liberty Media Corporation
9197 South Peoria Street
Englewood, Colorado 80112
(720) 875-5400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 9, 2000
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check
the following box: / /
Note: Schedules filed in paper format shall include a
signed original and five copies of the schedule, including all exhibits.
See Rule 13d-7 for other parties to whom copies are to be sent.
(Continued on following pages)
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1 The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
CUSIP NO. 228411 10 4 SCHEDULE 13D
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Liberty Media Corporation, 84-1288730
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)|_|
(b)|X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO, WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES 9,504,930 shares
BENEFICIALLY -----------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH -0-
REPORTING -----------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 9,504,930
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,504,930 shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|X|
Excludes shares deemed beneficially held by an executive officer of
the Reporting Person. See Item 5.
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
Approximately 32.4% of the Class A Common Stock. See Item 5.
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14 TYPE OF REPORTING PERSON*
CO
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SCHEDULE 13D
Statement of
LIBERTY MEDIA CORPORATION
Pursuant to Section 13(d) of the Securities Exchange Act of 1934
in respect of
CROWN MEDIA HOLDINGS, INC.
ITEM 1. SECURITY AND ISSUER.
Liberty Media Corporation ("Liberty" or the "Reporting Person") is
filing this Statement on Schedule 13D (this "Statement") with respect to
the Class A Common Stock, par value $.01 per share (the "Class A Common
Stock"), of Crown Media Holdings, Inc., a Delaware corporation (the
"Issuer"). The Issuer's principal executive offices are located at Suite
500, 6430 S. Fiddlers Green Circle, Englewood, Colorado 80111.
ITEM 2. IDENTITY AND BACKGROUND.
The reporting person is Liberty, a Delaware corporation whose
principal business address is 9197 South Peoria Street, Englewood, Colorado
80112. Liberty Crown, Inc., a wholly owned subsidiary of Liberty ("Liberty
Crown"), is the registered holder of the shares of Class A Common Stock
beneficially owned by Liberty (the "Shares").
Prior to March 9, 1999, Liberty was controlled by
Tele-Communications, Inc., a Delaware corporation ("TCI"). As a result of
the consummation on March 9, 1999 of the merger (the "AT&T Merger") of a
wholly owned subsidiary of AT&T Corp., a New York corporation ("AT&T"),
with and into TCI: (i) TCI became a wholly owned subsidiary of AT&T; (ii)
the businesses and assets of the Liberty Media Group and TCI Ventures Group
of TCI were combined; and (iii) the holders of TCI's Liberty Media Group
common stock and TCI Ventures Group common stock received in exchange for
their shares a new class of common stock of AT&T intended to reflect the
results of AT&T's "Liberty Media Group." Following the AT&T Merger, AT&T's
"Liberty Media Group" consists of the assets and businesses of TCI's
Liberty Media Group and its TCI Ventures Group prior to the AT&T Merger,
except for certain assets that were transferred to TCI's "TCI Group" in
connection with the AT&T Merger, the "AT&T Wireless Group" consists of the
assets of the wireless operations of AT&T, and the "AT&T Common Stock
Group" consists of all of the other assets and businesses of AT&T. AT&T's
principal business address is 32 Avenue of the Americas, New York, New York
10013. AT&T is principally engaged in the business of providing voice, data
and video communications services to large and small businesses, consumers
and government entities in the United States and internationally.
On March 10, 2000, in connection with certain restructuring
transactions, TCI was converted into a Delaware limited liability company,
of which AT&T is the sole member, and renamed AT&T Broadband, LLC ("AT&T
Broadband"). AT&T Broadband's principal business address is 9197 South
Peoria Street, Englewood, Colorado 80112. AT&T Broadband is principally
engaged through its subsidiaries and affiliates in the acquisition,
development and operation of cable television systems throughout the United
States.
The Board of Directors and management of the Reporting Person
manage the business and affairs of the Reporting Person, including, but not
limited to, making determinations regarding the disposition and voting of
the Shares. Although the Reporting Person is a wholly owned subsidiary of
AT&T, a majority of the Reporting Person's Board of Directors consists of
individuals designated by TCI prior to the AT&T Merger. If these
individuals or their designated successors cease to constitute a majority
of the Reporting Person's Board of Directors, the Reporting Person will
transfer all of its assets and businesses to a new entity. Although this
new entity would be owned substantially by AT&T, it would continue to be
managed (including with respect to the voting and disposition of the
Shares) by management of the Reporting Person prior to such transfer of
assets.
As a result, the Reporting Person, acting through its Board of
Directors and management, will have the power to determine how the Shares
will be voted and, subject to the limitations of the Delaware General
Corporation Law, will have the power to dispose of the Shares, and thus is
considered the beneficial owner of the Shares for purposes of Section 13(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
The Liberty Media Group, principally through the Reporting Person,
is engaged in (i) the production, acquisition and distribution through all
available formats and media of branded entertainment, educational and
informational programming and software, including multimedia products, (ii)
electronic retailing, direct marketing, advertising sales related to
programming services, infomercials and transaction processing, (iii)
international cable television distribution, telephony and programming,
(iv) satellite communications, and (v) investments in wireless domestic
telephony and other technology ventures.
Schedule 1 attached to this Statement contains the following
information concerning each director, executive officer or controlling
person of the Reporting Person: (i) name and residence or business address,
(ii) principal occupation or employment, and (iii) the name, principal
business and address of any corporation or other organization in which such
employment is conducted. Schedule 1 is incorporated herein by reference.
To the knowledge of the Reporting Person, each of the persons named
on Schedule 1 (the "Schedule 1 Persons") is a United States citizen, except
for David J.A. Flowers, who is a Canadian citizen. During the last five
years, neither the Reporting Person nor any of the Schedule 1 Persons (to
the knowledge of the Reporting Person) has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors). During
the last five years, neither the Reporting Person nor any of the Schedule 1
Persons (to the knowledge of the Reporting Person) has been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction and, as a result of such proceeding, is or was subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
Schedule 2 attached to this Statement contains the following
information, which has been provided to the Reporting Person by AT&T,
concerning each director, executive officer or controlling person of AT&T:
(i) name and residence or business address, (ii) principal occupation or
employment, and (iii) the name, principal business and address of any
corporation or other organization in which such employment is conducted.
Schedule 2 is incorporated herein by reference.
Based upon information provided to the Reporting Person by AT&T,
(i) to the knowledge of AT&T, each of the persons named on Schedule 2 (the
"Schedule 2 Persons") is a United States citizen, (ii) during the last five
years, neither AT&T nor any of the Schedule 2 Persons (to the knowledge of
AT&T) has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), and (iii) during the last five years,
neither AT&T nor any of the Schedule 2 Persons (to the knowledge of AT&T)
has been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and, as a result of such proceeding, is or was
subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
The foregoing summary of the terms of the AT&T Merger is qualified
in its entirety by reference to the text of the Agreement and Plan of
Restructuring and Merger, dated as of June 23, 1998, among AT&T, Italy
Merger Corp. and TCI, a copy of which has been incorporated by reference as
Exhibit 7(a), and to the text of the AT&T/TCI Proxy Statement/Prospectus, a
copy of which has been incorporated by reference as Exhibit 7(b).
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Reporting Person entered into a Contribution Agreement, dated
as of January 27, 2000, with Hallmark Entertainment, Inc., Crown Media,
Inc., Vision Group Incorporated ("VGI"), VISN Management Corp., National
Interfaith Cable Coalition, Inc., Chase Equity Associates, L.L.C., and the
Issuer (the "Contribution Agreement") providing for the acquisition (the
"Acquisition") by the Reporting Person of 9,154,930 shares of Class A
Common Stock, as well as the acquisition of stock of the Issuer by other
parties to the Contribution Agreement. The Acquisition was consummated
concurrently with the consummation of the Issuer's initial public offering
(the "IPO") on May 9, 2000, with the Reporting Person causing LMC Capital
LLC, a Delaware limited liability company of which the Reporting Person is
the sole member, to contribute to the Issuer all of the outstanding shares
of common stock of VGI, a Colorado corporation, as consideration for the
9,154,930 shares of Class A Common Stock.
In addition, the Reporting Person, through Liberty Crown, acquired
350,000 shares of Class A Common Stock in the IPO at an aggregate price of
$4,900,000. The purchase price was paid with funds from the Reporting
Person's existing cash reserves.
The foregoing summary of the terms of the Contribution Agreement is
qualified in its entirety by reference to the full text of the Contribution
Agreement, a copy of which has been incorporated by reference as Exhibit
7(c) to this Statement and is incorporated herein by reference.
On May 9, 2000, the Issuer granted to David B. Koff, a Schedule 1
Person who is also a director of the Issuer, options to purchase 7,800
shares of Class A Common Stock under the Issuer's Amended and Restated 2000
Long Term Incentive Plan. Options to purchase 3,900 of the 7,800 shares of
Class A Common Stock became exercisable immediately.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Person currently holds its interest in the Issuer for
investment purposes.
Pursuant to the Contribution Agreement, the following equity
interests in various legal entities were contributed to the Issuer in
exchange for equity interests of the Issuer as set forth below:
o Hallmark Entertainment, Inc. transferred to the
Issuer its interests in Crown Media, Inc. in exchange
for shares of the Issuer's Class B Common Stock
representing about 91.3% of the Issuer's total voting
power after completion of the IPO;
o Chase Equity Associates, L.L.C. transferred to the
Issuer its interests in Crown Media, Inc. in exchange
for shares of the Issuer's Class A Common Stock
representing approximately 1.1% of the Issuer's total
voting power after completion of the IPO;
o The Reporting Person transferred to the Issuer its
interests in VGI in exchange for shares of the
Issuer's Class A Common Stock representing
approximately 2.7% of the Issuer's total voting power
after completion of the IPO; and
o National Interfaith Cable Coalition transferred to
the Issuer its common interests in Odyssey Holdings,
L.L.C. in exchange for shares of the Issuer's Class A
Common Stock representing approximately 1.9% of the
Issuer's total voting power after completion of the
IPO.
The Reporting Person intends to continuously review its investment
in the Issuer, and may in the future determine (i) to acquire additional
securities of the Issuer, through open market purchases, private agreements
or otherwise, (ii) to dispose of all or a portion of the securities of the
Issuer owned by it in privately negotiated transactions or otherwise or
(iii) to take any other available course of action, which could involve one
or more of the types of transactions or have one or more of the results
described in the next paragraph of this Item 4. Notwithstanding anything
contained herein, the Reporting Person specifically reserves the right to
change its intention with respect to any or all of such matters. In
reaching any decision as to its course of action (as well as to the
specific elements thereof), the Reporting Person currently expects that it
would take into consideration a variety of factors, including, but not
limited to, the following: the Issuer's business and prospects; other
developments concerning the Issuer and its businesses generally; other
business opportunities available to the Reporting Person; developments with
respect to the business of the Reporting Person; changes in law and
government regulations; general economic conditions; and money and stock
market conditions, including the market price of the securities of the
Issuer.
Other than as set forth in this Statement, the Reporting Person has
no present plans or proposals which relate to or would result in:
(a) The acquisition by any person of additional securities of
the Issuer, or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any
of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the
Issuer or of any of its subsidiaries;
(d) Any change in the present board of directors or management
of the Issuer, including any plans or proposals to change
the number or term of directors or to fill any existing
vacancies on the board;
(e) Any material change in the present capitalization or
dividend policy of the Issuer;
(f) Any other material change in the Issuer's business or
corporate structure;
(g) Changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person;
(h) A class of securities of the Issuer being delisted from a
national securities exchange or ceasing to be authorized to
be quoted in an inter-dealer quotation system of a
registered national securities association;
(i) A class of equity securities of the Issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4)
of the Exchange Act; or
(j) Any action similar to any of those enumerated in this
paragraph.
In addition, the matters set forth in Item 6 are incorporated in
this Item 4 by reference as if fully set forth herein.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) After giving effect to the Acquisition and the IPO, Liberty
beneficially owns through its subsidiary, Liberty Crown,
9,504,930 shares of Class A Common Stock, 9,154,930 shares
of which it acquired pursuant to the Contribution Agreement
and 350,000 shares of which it acquired in the IPO. Based on
the 29,329,578 shares of Class A Common Stock that were
issued and outstanding as of May 9, 2000 (as indicated in
the Issuer's final prospectus, dated May 3, 2000, relating
to the Class A Common Stock, filed with the Securities and
Exchange Commission pursuant to Rule 424(b) of the General
Rules and Regulations under the Securities Act of 1933, as
amended), the 9,504,930 shares beneficially owned by the
Reporting Person represented on that date approximately
32.4% of the issued and outstanding shares of Class A Common
Stock (approximately 15.8% assuming conversion of all of the
outstanding Class B Common Stock of the Issuer into Class A
Common Stock) and approximately 2.8% of the voting power of
the Class A Common Stock and Class B Common Stock voting
together as a single class. The foregoing amount excludes
any shares deemed beneficially owned by David B. Koff, and
the Reporting Person disclaims beneficial ownership of any
such shares.
David B. Koff may be deemed the beneficial owner with his
wife, Judith R. Koff, of the 3,900 shares of Class A Common
Stock that he could acquire upon exercise of his currently
exercisable options.
Except as described in the preceding paragraph, to the
knowledge of the Reporting Person, none of the Schedule 1
Persons and none of the Schedule 2 Persons beneficially owns
any shares of Class A Common Stock.
(b) Except as described in Item 6, Liberty has the sole power to
vote or to direct the voting of the Shares and the sole
power to dispose of, or to direct the disposition of, the
Shares.
To the knowledge of the Reporting Person, David B. Koff has
the sole power to vote and dispose of all shares of Class A
Common Stock deemed beneficially owned by him.
(c) Except for the acquisition by Liberty Crown of 9,154,930
shares of Class A Common Stock pursuant to the Contribution
Agreement and 350,000 shares of Class A Common Stock in the
IPO, and the grant to David B. Koff of options to purchase
7,800 shares of Class A Common Stock, no transactions in the
shares of Class A Common Stock have been effected by the
Reporting Person or, to the knowledge of the Reporting
Person, by any of the Schedule 1 Persons or Schedule 2
Persons during the past 60 days.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
On May 9, 2000, the Reporting Person entered into a Stockholders
Agreement with Hallmark Entertainment, Inc., VISN Management Corp., Chase
Equity Associates, L.L.C. and the Issuer (the "Stockholders Agreement").
The Stockholders Agreement provides, among other things, that the Issuer's
Board of Directors will consist of not less than 11 directors, with six
nominated by Hallmark Entertainment, Inc., one nominated by each of
Liberty, VISN Management Corp. and Chase Equity Associates and two
independent directors. The rights of the parties to nominate a director
terminate on the later of (1) such party owning less than 5% of the
Issuer's common stock then outstanding or (2) such party ceasing to own at
least 75% of the Issuer's common stock such party owned as a result of the
consummation of the transactions contemplated by the Contribution
Agreement.
The parties to the Stockholders Agreement, other than the Issuer,
agreed not to transfer any shares of common stock of the Issuer until after
180 days from the completion of the IPO. They also agreed not to transfer
more than 25% of the Issuer's common stock owned by them as a result of the
consummation of the transactions contemplated by the Contribution Agreement
until after the second anniversary of the Stockholders Agreement, except to
their affiliates, another party to the Stockholders Agreement or such
party's affiliates, to their executives in connection with a stock-based
compensation package, or in a transaction involving a merger, consolidation
or business combination with, or sale of all of the Issuer's common stock
to, a third party that is not affiliated with the Issuer.
In addition, the Stockholders Agreement provides that, in the event
that Hallmark Entertainment, Inc. proposes to transfer 20% or more of the
Issuer's outstanding common stock to an unaffiliated third party, each
other party to the Stockholders Agreement will have the right to
participate on the same terms in that transaction with respect to a
proportionate number of such other party's shares. The Stockholders
Agreement also provides that if the Issuer issues for cash an amount of its
common stock, in either a public offering or private transaction, that
causes Liberty and its affiliates to own, in the aggregate, less than 10%
of the Issuer's outstanding common stock, Liberty will have the right to
purchase, at such public offering price or the average closing price of the
Class A Common Stock over a five-day period prior to the closing of such
private transaction, as applicable, an amount of Class A Common Stock so as
to restore its 10% ownership interest. Liberty must exercise this right not
less than seven days prior to the closing of such issuance.
Under the Stockholders Agreement, Hallmark Entertainment, Inc. will
have the right to require the Issuer on four occasions, and the other
parties, as a group, will have the right to require the Issuer on two
occasions, to register for sale the shares of the Issuer's common stock
held by them, so long as the number of shares they require the Issuer to
register in each case is at least 7% of the Issuer's common stock then
outstanding. The other parties also have an unlimited number of "piggy
back" registration rights. In other words, any time the Issuer registers
its common stock for sale, the other parties have the right to include
their common stock in that offering and sale.
The foregoing summary of the terms of the Stockholders Agreement is
qualified in its entirety by reference to the full text of the form of
Stockholders Agreement, a copy of which has been incorporated by reference
as Exhibit 7(d) to this Statement and is incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT NO. EXHIBIT
7(a) Agreement and Plan of Restructuring and Merger, dated
as of June 23, 1998, among AT&T Corp., Italy Merger
Corp. and Tele-Communications, Inc. (incorporated by
reference to Appendix A to the AT&T/TCI Proxy
Statement/Prospectus that forms a part of the
Registration Statement on Form S-4 of AT&T (File No.
333-70279) filed on January 8, 1999 (the "AT&T
Registration Statement")).
7(b) AT&T/TCI Proxy Statement/Prospectus (incorporated by
reference to the AT&T Registration Statement).
7(c) Contribution Agreement, among Hallmark Entertainment,
Inc., Crown Media, Inc., Liberty, Vision Group
Incorporated, VISN Management Corp., National
Interfaith Cable Coalition, Inc., Chase Equity
Associates, L.L.C., and the Issuer, dated as of January
27, 2000 (incorporated by reference to Exhibit 2.1 to
Amendment No. 1 to the Issuer's Registration Statement
on Form S-1 (File No. 333-95573) filed on March 10,
2000).
7(d) Form of Stockholders Agreement (incorporated by
reference to Exhibit 10.1 to Amendment No. 1 to the
Issuer's Registration Statement on Form S-1 (File No.
333-95573) filed on March 10, 2000).
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: May 19, 2000
LIBERTY MEDIA CORPORATION
By: /s/ Charles Y. Tanabe
_____________________________
Name: Charles Y. Tanabe
Title: Senior Vice President
SCHEDULE 1
DIRECTORS AND EXECUTIVE OFFICERS
OF
LIBERTY MEDIA CORPORATION
The name and present principal occupation of each director and
executive officer of the Reporting Person are set forth below. The business
address for each person listed below is c/o Liberty Media Corporation, 9197
South Peoria Street, Englewood, Colorado 80112. All executive officers and
directors listed on this Schedule 1 are United States citizens, except for
David J.A. Flowers, who is a Canadian citizen.
NAME PRINCIPAL OCCUPATION
- ---- --------------------
John C. Malone Chairman of the Board and Director of the
Reporting Person; Director of AT&T Corp.
Robert R. Bennett President, Chief Executive Officer and Director of
the Reporting Person
Gary S. Howard Executive Vice President, Chief Operating Officer
and Director of the Reporting Person
Daniel E. Somers Director of the Reporting Person; President and
Chief Executive Officer of AT&T Broadband, LLC
(f/k/a Tele-Communications, Inc.)
John C. Petrillo Director of the Reporting Person; Executive Vice
President, Corporate Strategy and Business
Development of AT&T Corp.
Larry E. Romrell Director of the Reporting Person; Consultant to
AT&T Broadband, LLC (f/k/a Tele-Communications,
Inc.)
Jerome H. Kern Director of the Reporting Person; Chairman of the
Board and Chief Executive Officer of On Command
Corporation
Paul A. Gould Director of the Reporting Person; Managing
Director of Allen & Company Incorporated
John D. Zeglis Director of the Reporting Person; Director and
President of AT&T Corp; Chairman of the Board and
Chief Executive Officer of AT&T Wireless Group.
David B. Koff Senior Vice President and Assistant Secretary of
the Reporting Person
Charles Y. Tanabe Senior Vice President, General Counsel and
Assistant Secretary of the Reporting Person
Carl E. Vogel Senior Vice President of the Reporting Person
Peter Zolintakis Senior Vice President of the Reporting Person
Vivian J. Carr Vice President and Secretary of the Reporting Person
David J.A. Flowers Vice President and Treasurer of the Reporting Person
Kathryn Scherff Vice President and Controller of the Reporting Person
SCHEDULE 2
DIRECTORS AND EXECUTIVE OFFICERS
OF
AT&T CORP.
The name and present principal occupation of each director and
executive officer of AT&T Corp. are set forth below. The business address
for each person listed below is c/o AT&T Corp., 295 North Maple Avenue,
Basking Ridge, New Jersey 07920. All executive officers and directors
listed on this Schedule 2 are United States citizens.
NAME TITLE
- ---- -----
C. Michael Armstrong Chairman of the Board, Chief Executive
Officer and Director
Kenneth T. Derr Director; Chairman of the Board, Retired, of
Chevron Corporation
M. Kathryn Eickhoff Director; President of Eickhoff Economics
Incorporated
Walter Y. Elisha Director; Chairman of the Board and Chief
Executive Officer, Retired, of Springs
Industries, Inc.
George M. C. Fisher Director; Chairman of the Board of Eastman
Kodak Company
Donald V. Fites Director; Chairman of the Board, Retired, of
Caterpillar, Inc.
Amos B. Hostetter, Jr. Director; Chairman of the Board of Pilot
House Associates
Ralph S. Larsen Director; Chairman of the Board and Chief
Executive Officer of Johnson & Johnson
John C. Malone Director; Chairman of the Board of the
Reporting Person
Donald F. Mchenry Director; President of The IRC Group LLC
Michael I. Sovern Director; President Emeritus and Chancellor
Kent Professor of Law at Columbia University
Sanford I. Weill Director; Chairman of the Board and Co-CEO of
Citigroup Inc.
Thomas H. Wyman Director
John D. Zeglis President of AT&T Corp; Chief Executive
Officer of AT&T Wireless Group and Director
Harold W. Burlingame Executive Vice President, Merger & Joint
Venture Integration
James W. Cicconi Executive Vice President-Law & Government
Affairs and General Counsel
Mirian M. Graddick Executive Vice President, Human Resources
Frank Ianna Executive Vice President and President, AT&T
Network Services
Michael G. Keith Executive Vice President, AT&T Wireless Group
Richard J. Martin Executive Vice President, Public Relations
and Employee Communication
David C. Nagel President of AT&T Labs; Chief Technology Officer
John C. Petrillo Executive Vice President, Corporate Strategy
and Business Development
Richard R. Roscitt Executive Vice President and President of
AT&T Business Services
Daniel E. Somers President and CEO of AT&T Broadband
EXHIBIT INDEX
EXHIBIT NO. EXHIBIT
7(a) Agreement and Plan of Restructuring and Merger, dated
as of June 23, 1998, among AT&T Corp., Italy Merger
Corp. and Tele-Communications, Inc. (incorporated by
reference to Appendix A to the AT&T/TCI Proxy
Statement/Prospectus that forms a part of the
Registration Statement on Form S-4 of AT&T (File No.
333-70279) filed on January 8, 1999 (the "AT&T
Registration Statement")).
7(b) AT&T/TCI Proxy Statement/Prospectus (incorporated by
reference to the AT&T Registration Statement).
7(c) Contribution Agreement, among Hallmark Entertainment,
Inc., Crown Media, Inc., Liberty, Vision Group
Incorporated, VISN Management Corp., National
Interfaith Cable Coalition, Inc., Chase Equity
Associates, L.L.C., and the Issuer, dated as of January
27, 2000 (incorporated by reference to Exhibit 2.1 to
Amendment No. 1 to the Issuer's Registration Statement
on Form S-1 (File No. 333-95573) filed on March 10,
2000).
7(d) Form of Stockholders Agreement (incorporated by
reference to Exhibit 10.1 to Amendment No. 1 to the
Issuer's Registration Statement on Form S-1 (File No.
333-95573) filed on March 10, 2000).
