<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13D-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13D-2(a)
eUniverse, Inc.
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.001 per share
--------------------------------------------------------------------------------
(Title of Class of Securities)
298 412 10 7
-------------------
(CUSIP Number)
Thomas C. Tyrrell
General Counsel
Sony Music Entertainment Inc.
550 Madison Avenue
New York, New York 10022
(212) 833-8000
with a copy to:
Morton A. Pierce, Esq.
Dewey Ballantine LLP
1301 Avenue of the Americas
New York, New York 10019-6092
(212) 259-8000
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
September 6, 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 which 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.
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 ("Act") 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).
<PAGE>
SCHEDULE 13D
------------------------------- ------------------------------
CUSIP No. 298 412 10 7 Page 2 of 16 Pages
-----------------
------------------------------- ------------------------------
------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON: Sony Music Entertainment Inc.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3 SEC USE ONLY
------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0
SHARES -----------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 2,051,260
-----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
2,051,260
------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,051,260
------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
Not Applicable [_]
------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.7%
------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
------------------------------- ------------------------------
CUSIP No. 298 412 10 7 Page 3 of 16 Pages
-----------------
------------------------------- ------------------------------
------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSON: Sony Corporation of America
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3 SEC USE ONLY
------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0
SHARES -----------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 2,051,260
-----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
2,051,260
------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,051,260
------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
Not Applicable [_]
------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.7%
------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
---------------------------------- ------------------------------
CUSIP No. 298 412 10 7 Page 4 of 16 Pages
----------------- ------------------------------
----------------------------------
------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON: New Technology Holdings Inc.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3 SEC USE ONLY
------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0
SHARES -----------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 2,051,260
-----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
2,051,260
------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,051,260
------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
Not Applicable [_]
------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.7%
------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1. Security and Issuer
This Statement relates to the common stock, par value $0.001 per share
(the "eUniverse Common Stock"), of eUniverse, Inc., a Nevada Corporation
("eUniverse"). The address of the principal executive offices of eUniverse is
101 North Plains Industrial Road, Wallingford, Connecticut 06492.
Item 2. Identity and Background.
This statement is filed jointly by Sony Music Entertainment Inc., a
Delaware corporation ("Sony Music"), Sony Corporation of America, a New York
corporation ("SCA") and New Technology Holdings Inc., a Delaware corporation
("New Technology") (collectively, the "Reporting Persons").
SCA has its principal executive offices at 550 Madison Avenue, New
York, New York 10022. The principal business of SCA is the manufacture and
sale, through its subsidiaries, of audio, video, communications and information
technology products for the consumer and professional markets, and the music,
motion picture, television and online entertainment businesses.
Sony Music, an indirect wholly owned subsidiary of SCA, has its
principal executive offices at 550 Madison Avenue, New York, New York 10022.
The principal business of Sony Music is the development, production,
manufacture, and distribution of recorded music, in all commercial formats and
musical genres worldwide.
New Technology, an indirect wholly owned subsidiary of SCA, has its
principal executive offices at 550 Madison Avenue, New York, New York 10022.
The principal business of New Technology is investment in and incubation of
digital media technology companies.
Sony Music and SCA are deemed the beneficial owners of 2,051,260
shares of eUniverse Common Stock through New Technology. In addition, Sony
Corporation, a Japanese corporation and the ultimate parent of SCA, Sony Music
and New Technology, is deemed the beneficial owner of such shares. Sony
Corporation has ADRs which trade on the New York Stock Exchange.
The name, business address, present principal occupation or
employment, name, principal business and address of any corporation or other
organization in which such employment is conducted and the citizenship of each
director and executive officer of each of the Reporting Persons is set forth in
Schedule A, B or C as the case may be, and Schedules A, B and C are
incorporated herein by reference.
None of the Reporting Persons nor, to the best knowledge of the
Reporting Persons, any person listed in Schedule A, B or C, as appropriate, has
been convicted during the last five years in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or was a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result
of such proceeding was or is 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.
Page 5 of 16
<PAGE>
Item 3. Source and Amount of Funds or Other Consideration.
On September 6, 2000, New Technology entered into a secured note and
warrant purchase agreement (the "Secured Note and Warrant Purchase Agreement"
and attached hereto as Exhibit 1) with eUniverse. Pursuant to the Secured Note
and Warrant Purchase Agreement, New Technology purchased from eUniverse, and
eUniverse sold to New Technology, a secured note in the aggregate principal
amount of $3,155,670 (the "Note" and attached hereto as Exhibit 2), which Note
is collateralized by certain assets of eUniverse pursuant to a security
agreement by and between eUniverse and New Technology (the "Security Agreement"
and attached hereto as Exhibit 3). In further consideration of the purchase by
New Technology of the Note, eUniverse issued to New Technology a warrant to
purchase 1,101,260 shares of eUniverse Common Stock (the "Warrant" and attached
hereto as Exhibit 4). As more fully described in the Warrant, New Technology may
purchase 701,260 shares of eUniverse Common Stock at $4.50 per share, purchase
an additional 200,000 shares of eUniverse Common Stock at $5.00 per share and
purchase an additional 200,000 shares of eUniverse Common Stock at $6.00 per
share. The Warrant is exercisable by New Technology at any time prior to
September 6, 2004.
On January 26, 2000, eUniverse entered into a stock option agreement
(the "Stock Option Agreement") with Charles Beilman. Pursuant to the Stock
Option Agreement, eUniverse has the right to purchase from Mr. Beilman up to
2,325,000 shares of eUniverse Common Stock at various exercise prices. As more
fully described in the Secured Note and Warrant Purchase Agreement, New
Technology may, subject to certain restrictions, deliver one or more notices (an
"Option Notice") to eUniverse, which Option Notice or Option Notices shall
obligate eUniverse to exercise its right to purchase up to an aggregate of
650,000 shares of eUniverse Common Stock from Mr. Beilman under the Stock Option
Agreement. As more fully described in the Secured Note and Warrant Purchase
Agreement, under certain circumstances, New Technology may loan eUniverse the
funds necessary to consummate the purchase of shares of eUniverse Common Stock
pursuant to an Option Notice. Any such loan shall be evidenced by a secured
promissory note substantially similar to the Note and secured by the Security
Agreement. Within ten business days following its receipt of an Option Notice,
eUniverse shall issue to New Technology a warrant (an "Option Warrant") for such
number of shares of eUniverse Common Stock equal to the number of shares of
eUniverse Common Stock set forth in the Option Notice. An Option Warrant is
exercisable by New Technology at various prices determined by the date of
exercise as more fully described in the Secured Note and Warrant Purchase
Agreement. As more fully described in the Secured Note and Warrant Purchase
Agreement, under certain circumstances, New Technology may purchase up to
650,000 shares of eUniverse Common Stock directly from Mr. Beilman (such number
of shares purchased directly from Mr. Beilman shall reduce the number of shares
of eUniverse Common Stock with respect to which New Technology may deliver an
Option Notice).
On each of June 30, 2000 and July 26, 2000, eUniverse entered into two
separate option to purchase agreements (the "Option to Purchase Agreements")
with VideoGame Partners, LLC ("VP LLC"). Pursuant to the Option to Purchase
Agreements,
Page 6 of 16
<PAGE>
VP LLC has the right to purchase from eUniverse 750,000 shares of eUniverse
Common Stock at $1.675 per share. As more fully described in the Secured Note
and Warrant Purchase Agreement, one business day after VP LLC's right to
purchase the shares of eUniverse Common Stock expires, eUniverse shall deliver
notice to New Technology to such effect (the "VP Notice"). To the extent VP LLC
has not exercised its option to purchase a number of shares of eUniverse Common
Stock (the "VP Option Shares"), New Technology shall have the right to purchase
the VP Option Shares, at an exercise price of $1.675 per share, up to a maximum
of 300,000 shares. New Technology may exercise its option to purchase the VP
Option Shares (i) within 15 days of its receipt of the VP Notice and (ii) in the
event the VP Notice is delivered at any time prior to October 31, 2000, the
later of (A) such date that is 15 business days after receipt by New Technology
of the VP Notice or (B) October 31, 2000.
New Technology used working capital for the loan evidenced by the
Note. It is presently anticipated that, if the Warrant or Option Warrant is
exercised, or the VP Option Shares are purchased, the funds required would be
provided from general corporate funds of the Reporting Persons. The description
of the terms of the Secured Note and Warrant Purchase Agreement, the Note and
the Security Agreement and the Warrant set forth in this Statement are qualified
in their entirety by reference to the terms of the Secured Note and Warrant
Purchase Agreement, the Note, the Security Agreement and the Warrant attached as
Exhibits 1, 2, 3 and 4, respectively.
Item 4. Purpose of the Transaction.
In connection with the transactions described in Item 3 above, New
Technology and eUniverse entered into a letter of intent, dated August 22, 2000,
as amended (the "Letter of Intent" and attached hereto as Exhibit 5). Pursuant
to the Letter of Intent, the parties agreed that commencing on August 22, 2000
and ending September 20, 2000 (the "Non-Solicitation Period"), eUniverse will
not and will not authorize any officer, director or affiliate or any other
person on its behalf to, directly or indirectly, solicit, initiate, entertain or
encourage (including by way of furnishing information), any offer or proposal
from any party concerning a broader strategic relationship (a "Third Party
Proposal"); provided, however, that nothing in the Letter of Intent shall
preclude the board of directors of eUniverse, pursuant to its fiduciary duties
under applicable law, from entering into, or causing its officers from entering
into negotiations with or furnishing information to a third party which has
initiated contact with it, from passing on to its shareholders information
regarding a Third Party Proposal or from otherwise fulfilling such fiduciary
duties. eUniverse agrees to promptly notify New Technology in writing of any
such Third Party Proposal. Furthermore, the parties agree that within 45 days
after the expiration of the Non-Solicitation Period (unless mutually extended by
the parties), the parties will commence good-faith negotiations with respect to
entering into a broader strategic relationship (such agreement(s) to be on
reasonable financial terms consistent with similar agreements between New
Technology and other parties); provided, however, that eUniverse is not
restricted in soliciting, initiating, entertaining or encouraging a Third Party
Proposal during such 45-day period as long as such Third Party Proposal is made
by a venture capital firm, financial institution or other similar type of
institutional financial investor entity and is not (i) strategic in nature, and
(ii) an equity financing for the benefit of eUniverse or its shareholders in an
amount equal to or greater than $5,000,000; provided, further, that eUniverse
shall provide New Technology with three days' prior written notice to
eUniverse's response to such Third Party Proposal to afford New Technology the
opportunity to match such Third Party Proposal.
Any such broader strategic relationship would be subject, among other
things, to the satisfactory completion of a due diligence investigation, to the
negotiation and execution of definitive agreements, the approval of the boards
of directors of both companies, and receipt of all necessary stockholder and
regulatory approvals. There can be no assurance that any definitive agreements
will be reached, as to the form of any transaction or that any transaction will
be consummated.
In addition and subject to the foregoing, in connection with the
Secured Note and Warrant Purchase Agreement described in Item 3, New Technology
acquired the Warrant and other rights described in Item 3 hereof for the purpose
of investment and has no definitive plan with respect to the exercise of the
Warrant, in whole or in part, or to give an Option Notice, or to exercise any
rights with respect to the VP Option Shares. The Reporting Persons are in the
process of, and intend to continue, an ongoing review of their investment in
eUniverse. The Reporting Persons may, subject to applicable law, in the future
take such actions with respect to their investment in eUniverse as they deem
appropriate, including without limitation: (i) exercising the Warrant in whole
or in part; (ii) continuing previously held discussions, or discussing or
negotiating with eUniverse with respect to a business combination or other
strategic relationship or the acquisition or disposition of warrants or shares
of eUniverse Common Stock; (iii) holding shares of eUniverse Common Stock as a
passive investor or as an active investor (whether or not as a member of a
"group" with other beneficial owners of shares of eUniverse Common Stock or
otherwise); (iv) acquiring beneficial ownership of additional shares of
eUniverse Common Stock in the open market, in privately negotiated transactions
or otherwise; (v) disposing of all or a part of their holdings of eUniverse
Common Stock; (vi) taking other actions which could involve one or more of the
types of transactions or have one or more of the results previously described in
this Item 4; or (vii) changing any or all of their intentions with respect to
the matters reported in this Item 4.
Page 7 of 16
<PAGE>
Item 5. Interest in Securities of the Issuer.
As a result of the transactions described in Items 3 and 4 above, each
of the Reporting Persons is the beneficial owner of up to 2,051,260 shares of
eUniverse Common Stock or 10.7% of the issued and outstanding shares of
eUniverse Common Stock, comprised of the following: (i) up to 1,101,260 shares
of eUniverse Common Stock issuable to New Technology upon exercise of the
Warrant, (ii) up to 650,000 shares of eUniverse Common Stock issuable to New
Technology upon exercise of an Option Warrant and/or purchased directly from Mr.
Beilman by New Technology and (iii) up to 300,000 shares of eUniverse Common
Stock issuable to New Technology upon exercise of its option to purchase the VP
Option Shares.
Upon the exercise of the Warrant in full and the exercise of other
rights described in Item 3 hereof in full, each of the Reporting Persons will
share the power to vote, and the power to dispose of, 2,051,260 shares of
eUniverse Common Stock.
Except as described herein, none of the Reporting Persons, nor, to the
best knowledge of the Reporting Persons, any person listed in Schedules A, B or
C, as appropriate, beneficially owns, or has acquired or disposed of, any shares
of eUniverse Common Stock during the past 60 days.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Except as described in Items 3, 4 and 5 above, neither the Reporting
Persons nor, to the best knowledge of the Reporting Persons, any of their
respective directors or executive officers has any contract, arrangements,
understandings or relationships (legal or otherwise) among the persons named in
Item 2 and between such persons and any person with respect to any securities of
eUniverse, including, but not limited to, transfer or voting of any securities,
finder's fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or loss, or the giving or withholding
of proxies.
Page 8 of 16
<PAGE>
Item 7. Material to be filed as Exhibits.
EXHIBIT NO. DESCRIPTION
---------- -----------
1 Secured Note and Warrant Purchase Agreement, dated
as of September 6, 2000, by and between eUniverse
and New Technology.
2 Secured Promissory Note, dated as of September 6,
2000, by and between eUniverse and New Technology.
3 Security Agreement, dated as of September 6, 2000,
by and between eUniverse and New Technology.
4 Warrant, dated as of September 6, 2000, by and
between eUniverse and New Technology.
5 Letter of Intent, dated as of August 22, 2000, by
and between eUniverse and New Technology; Amendment
No. 1 to Letter of Intent, dated as of August 28,
2000; Amendment No. 2 to Letter of Intent, dated as
of September 1, 2000.
Page 9 of 16
<PAGE>
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: September 18, 2000
SONY CORPORATION OF AMERICA
By: /s/ Steven E. Kober
-----------------------
Name: Steven E. Kober
Title: Senior Vice President and Controller
SONY MUSIC ENTERTAINMENT INC.
By: /s/ Thomas C. Tyrrell
-------------------------
Name: Thomas C. Tyrrell
Title: Senior Vice President and
General Counsel
NEW TECHNOLOGY HOLDINGS INC.
By: /s/ Mark Eisenberg
-------------------------
Name: Mark Eisenberg
Title: Vice President and General Counsel
Page 10 of 16
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
---------- -----------
1 Secured Note and Warrant Purchase Agreement, dated
as of September 6, 2000, by and between eUniverse
and New Technology.
2 Secured Promissory Note, dated as of September 6,
2000, by and between eUniverse and New Technology.
3 Security Agreement, dated as of September 6, 2000,
by and between eUniverse and New Technology.
4 Warrant, dated as of September 6, 2000, by and
between eUniverse and New Technology.
5 Letter of Intent, dated as of August 22, 2000, by
and between eUniverse and New Technology;
Amendment No. 1 to Letter of Intent, dated as of
August 28, 2000; Amendment No. 2 to Letter of
Intent, dated as of September 1, 2000.
Page 11 of 16
<PAGE>
SCHEDULE A
EXECUTIVE OFFICERS AND DIRECTORS OF SONY CORPORATION OF AMERICA
Set forth below is the name, business address, principal occupation or
employment and citizenship of each director and executive officer of Sony
Corporation of America. Unless otherwise indicated, each person listed below is
a citizen of the United States.
<TABLE>
<CAPTION>
Name Office Principal Occupation or
---- ------ Employment and Address
------------------------
<S> <C> <C>
Nobuyuki Idei* Director Chairman of the Board and Representative
Director; Chief Executive Officer
Sony Corporation**
Norio Ohga* Director Chairman of the Board; Director
Sony Corporation**
Tsunao Hashimoto* Director Chairman
Sony Life Insurance Co., Ltd.
1-1 Minami Aoyama 1-Chome, Minato-ku
Tokyo 107-8585 Japan
Tamotsu Iba* Director Vice Chairman and Director
Sony Corporation**
Howard Stringer***** Chairman of the Board and Chairman of the Board and Chief
Chief Executive Officer; Executive Officer; President
President Sony Corporation of America***
Teruo Masaki* Director Corporate Senior Executive Vice President;
Director
Sony Corporation**
Peter G. Peterson Director Chairman
The Blackstone Group
345 Park Avenue
New York, NY 10154
H. Paul Burak Director Partner
Rosenman & Colin LLP
575 Madison Avenue
New York, NY 10022
Teruhisa Tokunaka* Director Executive Deputy President and Chief
Financial Officer; Representative Director
Sony Corporation**
Page 12 of 16
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Name Office Principal Occupation or
---- ------ Employment and Address
------------------------
<S> <C> <C>
Yang Hun Lee**** Executive Vice President Executive Vice President
Sony Corporation of America**
Steven E. Kober Senior Vice President and Senior Vice President and Controller
Controller Sony Corporation of America***
Kenneth L. Nees Senior Vice President and Senior Vice President and Secretary
Secretary Sony Corporation of America***
J. Michael Suffredini Senior Vice President and Senior Vice President and Treasurer
Treasurer Sony Corporation of America***
Karen Halby Vice President Vice President
Sony Corporation of America***
Craig R. Torrie Assistant Treasurer Assistant Treasurer
Sony Corporation of America***
Stephanie H. Roth Vice President Vice President
Sony Corporation of America***
</TABLE>
* Citizen of Japan.
** The business address of Sony Corporation is 6-7-35
Kitashinagawa, Shinagawa-ku, Tokyo 141-0001 Japan.
*** The business address of Sony Corporation of America is 550
Madison Avenue, New York, New York 10022.
**** Citizen of Republic of Korea.
***** Citizen of the United Kingdom.
Page 13 of 16
<PAGE>
SCHEDULE B
EXECUTIVE OFFICERS AND DIRECTORS OF SONY MUSIC ENTERTAINMENT INC.
Set forth below is the name, business address, principal occupation or
employment and citizenship of each director and executive officer of Sony Music
Entertainment Inc. Unless otherwise indicated, each person listed below is a
citizen of the United States.
<TABLE>
<CAPTION>
Name Office Principal Occupation or
---- ------ Employment and Address
----------------------
<S> <C> <C>
Howard Stringer***** Director Chairman of the Board and
Chief Executive Officer; President
Sony Corporation of America***
Norio Ohga* Director Chairman of the Board; Director
Sony Corporation**
Nobuyuki Idei* Director Chairman and Representative Director; Chief
Executive Officer
Sony Corporation**
Kunitake Ando* Director President; Chief Operating Officer;
Representative Director
Sony Corporation**
Tsunao Hashimoto* Director Chairman
Sony Life Insurance Co., Ltd.
1-1 Minami Aoyama 1-Chome, Minato-ku
Tokyo 107-8585 Japan
Tamotsu Iba* Director Vice Chairman and Director
Sony Corporation**
Thomas D. Mottola Chairman of the Board and Chief Chairman of the Board and Chief Executive
Executive Officer; Officer; President
President Sony Music Entertainment Inc.****
Frank Stanton Director Retired
Peter G. Peterson Director Chairman
The Blackstone Group
345 Park Avenue
New York, NY 10154
H. Paul Burak Director Partner
Rosenman & Colin LLP
575 Madison Avenue
New York, NY 10022
Teruo Masaki* Director Corporate Senior Executive Vice President; Director
Sony Corporation**
Teruhisa Tokunaka* Director Executive Deputy President and Chief Financial
Officer; Representative Director
Sony Corporation**
Mel Ilberman Vice Chairman Vice Chairman
Sony Music Entertainment Inc.****
Robert M. Bowlin Executive Vice President Executive Vice President
Sony Music Entertainment Inc.****
Michele Anthony Executive Vice President Executive Vice President
Sony Music Entertainment Inc.****
Yoshiuki Isomura* Executive Vice President Executive Vice President
Sony Music Entertainment Inc.****
Kevin M. Kelleher Executive Vice President; Executive Vice President;
Chief Financial Officer Chief Financial Officer
Sony Music Entertainment Inc.****
Thomas C. Tyrrell Senior Vice President; Senior Vice President; General Counsel; Secretary
General Counsel; Secretary Sony Music Entertainment Inc.****
Frank Calamita Senior Vice President, Senior Vice President, Administration and Personnel
Administration and Personnel Sony Music Entertainment Inc.****
Wilbert H. Howey Senior Vice President; Senior Vice President; Chief Information Officer
Chief Information Officer Sony Music Entertainment Inc.****
Thomas J. Connolly Senior Vice President; Senior Vice President; Controller
Controller Sony Music Entertainment Inc.****
</TABLE>
Page 14 of 16
<PAGE>
<TABLE>
<CAPTION>
Name Office Principal Occupation or
---- ------ Employment and Address
----------------------
<S> <C> <C>
Michael Schwerdtman Vice President, Finance Vice President, Finance
Sony Music Entertainment Inc.****
J. Michael Suffredini Vice President and Treasurer Vice President and Treasurer
Sony Music Entertainment Inc.****
</TABLE>
* Citizen of Japan.
** The business address of Sony Corporation is 6-7-35
Kitashinagawa, Shinagawa-ku, Tokyo 141-0001 Japan.
*** The business address of Sony Corporation of America is 550
Madison Avenue, New York, New York 10022.
**** The business address of Sony Music Entertainment Inc. is
550 Madison Avenue, New York, New York 10022.
***** Citizen of the United Kingdom.
Page 15 of 16
<PAGE>
SCHEDULE C
EXECUTIVE OFFICERS AND DIRECTORS OF NEW TECHNOLOGY HOLDINGS, INC.
Set forth below is the name, business address, principal occupation or
employment and citizenship of each director and executive officer of New
Technology Holdings, Inc. Unless otherwise indicated, each person listed below
is a citizen of the United States.
<TABLE>
<CAPTION>
Name Office Principal Occupation or
---- ------ Employment and Address
----------------------
<S> <C> <C>
Fred Ehrlich President; Director President; Director
New Technology Holdings Inc.*
Mark Wachen Vice President Vice President
New Technology Holdings Inc.*
Ron C. Wilcox Vice President Vice President
New Technology Holdings Inc.*
Mark Eisenberg Vice President Vice President
New Technology Holdings Inc.*
Kevin M. Kelleher Treasurer; Director Executive Vice President
Chief Financial Officer
Sony Music Entertainment Inc.**
Thomas J. Connolly Assistant Treasurer Senior Vice President; Controller
Sony Music Entertainment Inc.**
Thomas C. Tyrrell Secretary Senior Vice President; General Counsel;
Secretary
Sony Music Entertainment Inc.**
Ann C. Sweeney Assistant Secretary Assistant Secretary
New Technology Holdings Inc.*
Mel Ilberman Director Vice Chairman
Sony Music Entertainment Inc.**
Robert M. Bowlin Director Executive Vice President
Sony Music Entertainment Inc.**
</TABLE>
* The business address of New Technology Holdings Inc. is
550 Madison Avenue, New York, New York 10022.
** The business address of Sony Music Entertainment Inc. is
550 Madison Avenue, New York, New York 10022.
Page 16 of 16
