<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
AT&T CORP.
--------------------------------------
(NAME OF ISSUER)
1. Common Stock, par value $1.00 per share ("AT&T Common Stock").
2. Class A Liberty Media Group Common Stock, par value $1.00 per share ("Class A
Liberty Media Group Common Stock").
3. Class B Liberty Media Group Common Stock, par value $1.00 per share ("Class B
Liberty Media Group Common Stock").
--------------------------------------
(TITLE OF CLASS SECURITIES)
1. AT&T Common Stock: 001957109
2. Class A Liberty Media Group Common Stock: 001957208
3. Class B Liberty Media Group Common Stock: 001957307
--------------------------------------
(CUSIP NUMBER)
Raymond L. Sutton, Jr.
Baker & Hostetler LLP
303 East 17th Avenue, Suite 1100
Denver, Colorado 80203
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS)
March 9, 1999
--------------------------------------
(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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-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 Section 240.13d-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).
Exhibit Index on Page A-1
Page 1 of 13
<PAGE>
CUSIP Nos.
<TABLE>
<S><C>
AT&T Common Stock: 001957109
Class A Liberty Media Group Common Stock: 001957208
Class B Liberty Media Group Common Stock: 001957307
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1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only)
Kim Magness
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2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) / /
(b) /X/
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3) SEC Use Only
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4) Source of Funds (See Instructions) OO
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5) Check 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 U.S.A.
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Number of Shares 7) Sole Voting Power AT&T Common Stock 5,074,431(1)
Class A Liberty Media Group Common Stock 8,599,584(1)(2)
Beneficially Class B Liberty Media Group Common Stock 5,814,948(1)(3)
-------------------------------------------------------------------------------------------------
Owned by Each 8) Shared Voting Power AT&T Common Stock 13,622,205(1)
Class A Liberty Media Group Common Stock 24,295,756(1)(2)
Reporting Person Class B Liberty Media Group Common Stock 17,712,528(1)(3)
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With 9) Sole Dispositive Power AT&T Common Stock 347,304(1)
Class A Liberty Media Group Common Stock 556,406(1)(2)
Class B Liberty Media Group Common Stock 406,924(1)(3)
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10) Shared Dispositive Power AT&T Common Stock 18,349,332(1)
Class A Liberty Media Group Common Stock 32,338,934(1)(2)
Class B Liberty Media Group Common Stock 23,120,552(1)(3)
- -------------------------------------------------------------------------------------------------------------------
11) Aggregate Amount Beneficially
Owned by Each Reporting Person
AT&T Common Stock 18,696,636(1)
Class A Liberty Media Group Common Stock 32,895,340(1)(2)
Class B Liberty Media Group Common Stock 23,527,476(1)(3)
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) / /
- -------------------------------------------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11)
less than 1% of AT&T Common Stock
6.1% of Class A Liberty Media Group Common Stock
42.7% of Class B Liberty Media Group Common Stock
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14) Type of Reporting Person (See Instructions) IN
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) These numbers are based on the conversion ratios as set
forth in Item 4 below, assuming rounding up of all figures equal to
or greater than 0.5 share after conversion.
(2) Class B Liberty Media Group Common Stock is convertible at
any time on a one-for-one basis into Class A Liberty Media Group
Common Stock. SEE Item 5 below. The numbers of shares of Class A
Liberty Media Group Common Stock shown in rows 7 through 11 above
assume that the shares of Class B Liberty Media Group Common Stock
shown in rows 7 through 11 above have been converted into shares of
Class A Liberty Media Group Common Stock.
(3) SEE Item 5.
Page 2 of 13
<PAGE>
ITEM 1. SECURITY AND ISSUER
The equity securities to which this Schedule 13D relates are as follows:
1. Common Stock, par value $1.00 per share ("AT&T Common Stock");
2. Class A Liberty Media Group Common Stock, par value $1.00 per share
("Class A Liberty Media Group Common Stock"); and
3. Class B Liberty Media Group Common Stock, par value $1.00 per share
("Class B Liberty Media Group Common Stock," and together with the Class A
Liberty Media Group Common Stock, the "Liberty Group Stock").
The issuer of the AT&T Common Stock, the Class A Liberty Media Group
Common Stock and the Class B Liberty Media Group Common Stock (collectively, the
"Company Securities") is AT&T Corp. (the "Company" or "AT&T") whose principal
executive offices are located at 32 Avenue of the Americas, New York, New York,
10013-2412.
ITEM 2. IDENTITY AND BACKGROUND
(a) This Schedule 13D is filed by Kim Magness. Kim Magness directly owns
Company Securities. In addition, Kim Magness is the co-personal representative
of the Estate of Bob Magness (the "Bob Magness Estate"), the manager and a
member of each of Magness Securities, LLC ("Magness LLC") and Magness FT
Investment Company LLC ("FT LLC"), and the president and sole director of the
Kim Magness Family Foundation ("Kim Magness Foundation"). Each of the Bob
Magness Estate, Magness LLC, FT LLC and Kim Magness Foundation directly own
Company Securities.
(b) The business address of Kim Magness is c/o Raymond L. Sutton, Jr.,
Baker & Hostetler LLP, 303 East 17th Avenue, Suite 1100, Denver, Colorado 80203.
(c) Kim Magness is the co-personal representative of the Bob Magness
Estate and the manager of each of Magness Securities, LLC and Magness FT
Investment Company LLC, each with a principal address c/o Raymond L. Sutton,
Jr., Baker & Hostetler LLP, 303 East 17th Avenue, Suite 1100, Denver, Colorado
80203.
(d) The filing person has not, during the last five years, been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) The filing person has not, during the last five years, been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction subjecting the filing person 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.
(f) This filing person is a citizen of the United States of America.
Page 3 of 13
<PAGE>
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On March 9, 1999, certain of the equity securities of
Tele-Communications, Inc. ("TCI"), beneficially owned by Kim Magness (as more
fully described in Item 5 hereof) were exchanged for equity securities of the
Company as follows:
<TABLE>
<CAPTION>
TCI EQUITY SECURITY CLASS NUMBER EXCHANGED FOR AT&T EQUITY CLASS NUMBER
------------------------- ------ ------------------------------- ------
<S> <C> <C> <C>
Tele-Communications, Inc. Series B 21,874,613 AT&T Common Stock 18,665,608
TCI Group Common Stock, par
value $1.00 per share ("Series B
TCI Group Common Stock")
Tele-Communications, Inc. Series A 9,345,364 Class A Liberty Media Group 9,345,364
Liberty Media Group Common Common Stock
Stock, par value $1.00 per share
("TCI Series A Liberty Media
Group Common Stock")
Tele-Communications, Inc. Series B 14,044,522 Class B Liberty Media Group 14,044,522
Liberty Media Group Common Common Stock
Stock, par value $1.00 per share
("TCI Series B Liberty Media
Group Common Stock")
Tele-Communications, Inc. Series B 18,236,450 Class B Liberty Media Group 9,482,954
TCI Ventures Group Common Common Stock
Stock, par value $1.00 per share
("TCI Series B Ventures Group
Common Stock")
</TABLE>
In addition, options to purchase 50,000 shares of Series A TCI Group
Common Stock and 28,125 shares of TCI Series A Liberty Media Group Common Stock
were exchanged for options to purchase 38,785 shares of AT&T Common Stock and
28,125 shares of Class A Liberty Media Group Common Stock, respectively.
ITEM 4. PURPOSE OF TRANSACTION
AT&T MERGER
On March 9, 1999, the Company acquired TCI in a merger (the "AT&T
Merger") pursuant to the Agreement and Plan of Restructuring and Merger, dated
as of June 23, 1998 (the "Merger Agreement"), among TCI, the Company and Italy
Merger Corp., a wholly-owned subsidiary of the Company, in which Italy Merger
Corp. merged with and into TCI, and TCI thereby became a subsidiary of the
Company. As a result of the AT&T Merger, (i) each share of Tele-Communications,
Inc. Series A TCI Group Common Stock was converted into 0.7757 of a share of
AT&T Common Stock, (ii) each share of Series B Stock TCI Group Common Stock was
converted into 0.8533 of a share of AT&T Common Stock, (iii) each share of TCI
Series A Liberty Media Group Common Stock was converted into one share of a
newly created class of AT&T common stock designated as the Class A Liberty Media
Group Common Stock, par value $1.00 per share (the "Class A Liberty Media Group
Common Stock"), (iv) each share of TCI Series B Liberty Media Group Common Stock
was converted into one share of a newly created
Page 4 of 13
<PAGE>
class of AT&T common stock designated as the Class B Liberty Media Group Common
Stock, par value $1.00 per share (the "Class B Liberty Media Group Common
Stock"), (v) each share of Tele-Communications, Inc. Series A TCI Ventures Group
Common Stock was converted into 0.52 of a share of Class A Liberty Media Group
Common Stock, (vi) each share of TCI Series B Ventures Group Common Stock was
converted into 0.52 of a share of Class B Liberty Media Group Common Stock,
(vii) each share of TCI's Convertible Preferred Stock, Series C-TCI Group was
converted into 103.059502 shares of AT&T Common Stock, (viii) each share of
TCI's Convertible Preferred Stock Series C-Liberty Media Group was converted
into 56.25 shares of Class A Liberty Media Group Common Stock, (ix) each share
of TCI's Redeemable Convertible TCI Group Preferred Stock, Series G was
converted into 0.923083 shares of AT&T Common Stock and (x) each share of TCI's
Redeemable Convertible Liberty Media Group Preferred Stock, Series H was
converted into 0.590625 of a share of Class A Liberty Media Group Common Stock.
Following the AT&T Merger, each share of TCI's Class B 6% Cumulative Redeemable
Exchangeable Junior Preferred Stock ("Class B Preferred Stock") continues to be
outstanding as the Class B Preferred Stock with the same rights and preferences
such stock had prior to the AT&T Merger.
In general, the holders of shares of Class A Liberty Media Group Common
Stock and the holders of shares of Class B Liberty Media Group Common Stock will
vote together as a single class with the holders of shares of AT&T Common Stock
on all matters presented to such stockholders (including the election of
directors), with the holders being entitled to one-tenth (1/10th) of a vote for
each share of Class A Liberty Media Group Common Stock held, 1 vote per share of
Class B Liberty Media Group Common Stock held and 1 vote per share of AT&T
Common Stock held. The holders of the shares of the Liberty Group Stock are
entitled to vote together as a separate class with respect to the following
matters:
(i) any amendment to the Certificate of Incorporation of AT&T (as amended,
the "AT&T Charter") that would change the total number of authorized
shares or par value of the Liberty Group Stock, or adversely change the
rights of the Liberty Group Stock;
(ii) a Covered Disposition (as defined in the AT&T Charter), which generally
includes a sale or transfer by AT&T of its equity interest in Liberty
Media Corporation or Liberty Media Group LLC or a grant of a pledge or
other security interest in the equity interest of AT&T in Liberty Media
Corporation or Liberty Media Group LLC; or
(iii) any merger or similar transaction in which the Liberty Group Stock is
converted, reclassified or changed into or otherwise exchanged for any
consideration unless specified requirements are met that are generally
intended to ensure that the rights of the holders are not materially
altered and the composition of the holders is not changed.
As a result of the AT&T Merger and the conversion of the equity
securities of TCI (except for the Class B Preferred Stock), the filing person
beneficially owns the Company Securities as set forth in Item 5 hereof.
The foregoing descriptions of the AT&T Merger, the Merger Agreement, and
the relationship between the AT&T Common Stock and the Liberty Group Stock are
qualified in their entirety by reference to the Merger Agreement and the
AT&T/TCI Proxy Statement/Prospectus, dated January 8, 1999, regarding the AT&T
Merger, each of which is an exhibit to this Statement and is hereby incorporated
by reference herein.
Page 5 of 13
<PAGE>
The Liberty Group Stock is tracking stock which tracks the performance of
the Liberty Media Group (as defined in the AT&T Charter), which include Liberty
Media Corporation ("Liberty"). All of the equity interests in the Liberty Media
Group are currently owned by AT&T; however, a majority of the members of the
Board of Directors (the "Liberty Board") of Liberty are individuals elected by
TCI prior to the AT&T Merger. Liberty has three classes of directors: one class
elected for a term of one year; one class elected for a term of seven years; and
one class elected for a term of 10 years. Each class of directors will have an
equal number of members. Such directors may not be removed other than for
"cause," and, in the event of the death or resignation of a director, the
remaining directors of such class will choose a successor to fill the remaining
term of such deceased or resigning director. Upon the expiration of the term of
a class of Liberty directors, the stockholders of Liberty will be entitled to
elect directors to fill such vacancy. Currently, all of the outstanding capital
stock of Liberty is owned by Liberty Ventures Group LLC, which is an indirect
wholly owned subsidiary of AT&T.
As a result of the structure of the Liberty Board, the second and third
classes of directors will constitute a majority of the Liberty Board until at
least 2006. Under Delaware law, the business of a corporation is managed by its
board of directors. As a result, although AT&T owns all of the equity interests
in the Liberty Media Group and, initially, all of the common stock of Liberty,
the incumbent directors of Liberty (and their successors) will be able to
control most aspects of the day-to-day business of Liberty and its subsidiaries
following the AT&T Merger.
In the event the incumbent directors (or their designated successors)
cease to constitute a majority of the Liberty Board, or Liberty Media Management
LLC determines that, in its reasonable judgment, the incumbent Liberty directors
(or successors) are likely to cease to constitute a majority of the Liberty
Board, such event will constitute a "Triggering Event." Liberty Media Management
LLC is a limited liability company, the equity interests of which are currently
owned by Dr. John Malone ("Malone"). Upon the occurrence of a Triggering Event,
subject to the terms and conditions of a contribution agreement entered into in
connection with the AT&T among Liberty, Liberty Media Group LLC, Liberty Media
Management LLC and Liberty Ventures Group LLC, all of the assets of Liberty and
the Covered Entities (as defined in the AT&T Charter) will be contributed to
Liberty Media Group LLC, substantially all of the equity interests of which are
owned by AT&T, unless the Triggering Event is waived by Liberty Media Management
LLC. However, Liberty Media Management LLC will own the remaining equity
interests in Liberty Media Group LLC and will be the sole manager of Liberty
Media Group LLC.
AGREEMENTS REGARDING COMPANY SECURITIES
In connection with the AT&T Merger, the filing person, TCI and other
parties amended certain agreements such parties entered into in 1998, which
agreements governed the voting and disposition of their shares of equity
securities of TCI. The agreements were originally executed in February 1998.
The first such agreement (the "Malone Call Agreement") was entered into
among TCI, Malone and Malone's wife (together with Malone, the "Malones"), under
which the Malones granted to TCI the right to acquire the Malones' high-voting
shares, then consisting of an aggregate of approximately 60 million shares of
Series B TCI Group Common Stock, TCI Series B Liberty Media Group Common Stock
and TCI Series B Ventures Group Common Stock (collectively, the "TCI Series B
Shares"), upon Malone's death or upon a contemplated sale of the TCI Series B
Shares (other than a minimal amount) to third persons. In either such event, TCI
had the right to acquire the shares at a maximum price equal to the then
relevant market
Page 6 of 13
<PAGE>
price of shares of "low-voting" Series A TCI Group Common Stock, TCI Series A
Liberty Media Group Common Stock and TCI Series A Ventures Group Common Stock
(the "TCI Series A Stock") plus a ten percent premium in the case of the death
of Malone or, in the case of a sale of such shares, at the lesser of the price
offered for the shares or the market price of the TCI Series A Stock plus a ten
percent premium. The Malones also agreed that if TCI were ever to be sold to
another entity, then the maximum premium that the Malones would receive on their
TCI Series B Shares would be no greater than a ten percent premium over the
price paid for the relevant shares of TCI Series A Stock. TCI paid approximately
$150 million to the Malones for agreeing to the terms of the Malone Call
Agreement.
The second agreement was also entered into in February 1998. In that
month, the Estate of Betsy Magness Estate and the Bob Magness Estate, Kim
Magness, Gary Magness and certain others (collectively, the "Magness Group")
entered into a call agreement with TCI (on substantially the same terms as the
Malone Call Agreement, including a call on the shares owned by the Magness Group
upon Malone's death (the "Magness Call Agreement")), on the Magness Group's
aggregate of approximately 49 million TCI Series B Shares. The Magness Group was
paid $123,579,980 by TCI for entering into the Magness Call Agreement.
The third agreement was entered into at the same time. In February 1998,
the Magness Group entered into a Stockholders' Agreement (the "Stockholders'
Agreement") with the Malones and TCI under which (i) the Magness Group and the
Malones agree to consult with each other in connection with matters to be
brought to the vote of TCI's shareholders, subject to the proviso that if they
cannot mutually agree on how to vote the shares, Malone would have an
irrevocable proxy to vote the TCI Series B Shares owned by the Magness Group,
(ii) the Magness Group could designate a nominee for the Board and Malone agreed
to vote his TCI Series B Shares for such nominee and (iii) certain "tag-along
rights" were created in favor of the Magness Group with respect to any sale by
the Malones of TCI Series B Shares and certain "drag-along rights" were created
in favor of the Malones with respect to the sale of all or substantially all of
the TCI Series B Shares beneficially owned by Malone or of the business or
assets of TCI, pursuant to which the Magness Group would consent to such sale
and, if the sale is of the TCI Series B Shares, the Magness Group would either
convert their TCI Series B Shares to the respective TCI Series A Shares of TCI
or sell their TCI Series B Shares pursuant to the terms of such sale.
In March 1999, the Magness Group (now including FT LLC, Magness LLC, The
Kim Magness Family Foundation and The Gary Magness Family Foundation), the
Malones, TCI, Liberty Ventures Group LLC and Liberty Media Corporation entered
into letter agreements to amend the terms of the Malone Call Agreement ("The
Malone Letter Agreement"), the Magness Call Agreement (the "Magness Letter
Agreement") and the Stockholders' Agreement (the "Stockholders' Letter
Agreement"). Pursuant to the Stockholders' Letter Agreement, the parties thereto
agreed to assign TCI's rights and obligations under the Stockholders' Agreement
first to Liberty Ventures Group LLC and then to Liberty Media Corporation
("Liberty"). In addition, the Stockholders' Letter Agreement amends the
Stockholders' Agreement so that the irrevocable proxy to vote shares held by the
Magness Group now relates to the Class B Liberty Media Group Common Stock of
AT&T or any super voting class of equity securities issued by Liberty held by
the Magness Group. The "tag-along rights" and "drag-along rights" of the
Stockholders' Agreement now relate to the Malones' and the Magness Group's Class
B Liberty Media Group Common Stock or any super voting class of equity
securities issued by Liberty and held by the Malones and the Magness Group.
Finally, the agreement concerning voting of Malone's shares for the Magness
Group Representative (as defined in the Stockholders' Agreement) for the Board
of Directors will relate to the Board of Directors of Liberty if Liberty has a
class of equity
Page 7 of 13
<PAGE>
securities registered under section 12(b) or 12(g) of the Securities Exchange
Act of 1934, as amended.
Pursuant to the Magness Letter Agreement and the Malone Letter Agreement,
the parties agreed to assign TCI's rights and obligations under both agreements
to Liberty. The call right under both agreements is now a right on the part of
Liberty to purchase the AT&T Class B Liberty Media Group Common Stock upon the
following events: (i) a proposed sale by the holder of AT&T Class B Liberty
Group Common stock (other than a minimal amount) or (ii) the death of Malone.
This right may be exercised for a maximum price equal to the then relevant
market price of "low-voting" AT&T Class A Liberty Media Group Common Stock plus
a ten percent premium in the case of the death of Malone or, in the case of a
sale of such shares, at the lesser of the price offered for the shares or the
market price of the AT&T Class A Liberty Media Group Common Stock plus a ten
percent premium. Upon a change in control of AT&T, the maximum premium that the
Magness Group or Malones could agree to receive on their AT&T Class B Liberty
Media Group Common Stock would be no greater than a ten percent premium over the
price paid for the AT&T Class A Liberty Media Group Common Stock.
The filing person has no present plan or proposal that relates to or
would result in:
(a) the acquisition by any person of additional securities of the
Company, or the disposition of securities of the Company; except that, although
there is no present plan or proposal to dispose of the Company Securities, the
personal representative intends to sell or otherwise dispose of the Company
Securities (i) as may be required to pay the expenses of administration and
other liabilities of the Bob Magness Estate, including the Bob Magness Estate
tax liabilities, (ii) as may be required of the personal representative in
fulfillment of his fiduciary duties to the Bob Magness Estate, and (iii) as may
be required to effect the distribution of the assets of the Bob Magness Estate
to the beneficiaries of the Bob Magness Estate;
(b) an extraordinary corporate transaction, such as a merger,
reorganization, or liquidation, involving the Company or any of its
subsidiaries;
(c) a sale or transfer of a material amount of assets of the Company or
any of its subsidiaries;
(d) any change in the present board of directors of the Company or
management of the Company, 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 Company;
(f) any other material change in the Company's business or corporate
structure;
(g) changes in the Company's certificate of incorporation or bylaws or
other actions which may impede the acquisition of control of the Company by any
person;
(h) causing a class of securities of the Company to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
Page 8 of 13
<PAGE>
(i) a class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The aggregate number and percentage of the Company Securities
beneficially owned by the filing person are as follows:
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF PERCENT OF
TITLE OF CLASS BENEFICIAL OWNERSHIP CLASS POWER(1)
-------------- -------------------- --------------
<S> <C> <C>
AT&T Common Stock 18,696,636(2)(3)(4)(5)(6)(8) less than 1%
Class A Liberty Media Group 32,895,340(2)(3)(4)(5)(7)(8) 6.1%
Common Stock
Class B Liberty Media Group 23,527,476(2)(3)(5)(8) 42.7%
Common Stock
</TABLE>
(1) Based on 2,970,483,565 shares of AT&T Common Stock, 536,024,016 shares of
Class A Liberty Media Group Common Stock, and 55,072,794 shares of Class
B Liberty Media Group Common Stock outstanding on March 9, 1999, in each
case after elimination of shares then held by the Company and its
majority owned subsidiaries. The Company provided these outstanding share
numbers. Such outstanding share numbers represent the pro forma number of
shares to be outstanding assuming issuance of all shares issuable in the
AT&T Merger.
(2) Class B Liberty Media Group Common Stock is convertible at any time on a
one-for-one basis into Class A Liberty Media Group Common Stock. The
numbers of shares of Class A Liberty Media Group Common Stock shown in
this Item 5 assume that the shares of Class B Liberty Media Group Common
Stock have been fully converted into shares of Class A Liberty Media
Group Common Stock.
Each share of AT&T Common Stock and Class B Liberty Media Group Common
Stock is entitled to 1 vote per share and each share of Class A Liberty
Media Group Common Stock is entitled to one-tenth of one vote per share.
Holders of AT&T Common Stock vote with Class A Liberty Media Group Common
Stock and Class B Liberty Media Group Common Stock, and with and certain
classes/series of the Company preferred stock, if any, on the election of
directors. Accordingly, when these series and classes are aggregated, Kim
Magness may be deemed to currently beneficially own voting equity
securities representing approximately (i) 1.5% of the voting power with
respect to a general election of directors of the Company and (ii) 24.7%
of the voting power of the Liberty Group Stock when voting as a separate
class. SEE Item 4 above.
(3) Kim Magness and Gary Magness are the co-personal representatives of the
Bob Magness Estate. Accordingly, the following shares beneficially owned
by the Bob Magness Estate are reflected in full in Kim Magness' share
information: (i) 13,622,205 shares of AT&T Common Stock, (ii) 24,295,756
shares of Class A Liberty Media Group Common Stock and (iii) 17,712,528
shares of Class B Liberty Media Group Common Stock. The foregoing share
numbers assume the conversion in full of all shares of Class B Liberty
Media Group Common Stock into shares of Class A Liberty Media Group
Common Stock. SEE footnote 1 to this Item 5(a) for an explanation of the
convertibility of the Class B Liberty Media Group Common Stock into
shares of Class A Liberty Media Group Common Stock.
(4) Pursuant to the TCI's Director Stock Option Plan, Kim Magness was granted
options to acquire 50,000 shares of Series A TCI Group Common Stock and
28,125 shares of TCI Series A Liberty Media Group Common Stock. Such
options are exercisable in annual increments of 20% beginning 11/16/95.
Pursuant to the AT&T Merger on March 9, 1999, the options to acquire the
Series A TCI Common Stock and the TCI Series A Liberty Media Group Common
Stock were assumed by the Company and converted into
Page 9 of 13
<PAGE>
options to purchase the Company's AT&T Common Stock and Class A Liberty
Media Group Common Stock, respectively. Accordingly, Kim Magness
possesses options to acquire 38,785 shares of AT&T Common Stock and
28,125 shares of Class A Liberty Media Group Common Stock, of which
options to acquire 31,028 and 22,500 shares, respectively, are currently
exercisable. No additional options are exercisable within the next 60
days.
(5) Kim Magness is the manager and a holder of a 50% membership interest in
Magness LLC. Accordingly, the following shares beneficially owned by
Magness LLC are reflected in full in Kim Magness' share information: (i)
4,727,127 shares of AT&T Common Stock, (ii) 7,782,180 shares of Class A
Liberty Media Group Common Stock, and (iii) 5,408,024 shares of Class B
Liberty Media Group Common Stock. The foregoing share numbers assume the
conversion in full of all shares of Class B Liberty Media Group Common
Stock into shares of Class A Liberty Media Group Common Stock. SEE
footnote 1 to this Item 5(a) for an explanation of the convertibility of
the Class B Liberty Media Group Common Stock into shares of Class A
Liberty Media Group Common Stock.
(6) Kim Magness is the president and sole director of the Kim Magness
Foundation. Accordingly, the 25,599 shares of AT&T Common Stock
beneficially owned by the Kim Magness Foundation are reflected in full in
Kim Magness' share information.
(7) Kim Magness is the manager and a holder of a 50% membership interest in
FT LLC. Accordingly, the 260,998 shares of Class A Liberty Media Group
Common Stock beneficially owned by FT LLC are reflected in full in Kim
Magness' share information.
(8) These numbers are based on the conversion ratios as set forth in Item 4
above, assuming rounding up of all figures equal to or greater than 0.5
share after conversion.
(b) The following indicates for the filing person the number of shares
of Company Securities as to which there is sole or shared power to
vote or dispose of the shares:
<TABLE>
<CAPTION>
Sole Voting Shared Voting
Class of Security Power(1) Power(1)(2)
----------------- ----- -----
<S> <C> <C>
AT&T Common Stock 5,074,431 13,622,205
Class A Liberty Media Group Common Stock 8,599,584 24,295,756
Class B Liberty Media Group Common Stock 5,814,948 17,712,528
</TABLE>
<TABLE>
<CAPTION>
Sole Shared
Dispositive Dispositive
Class of Security Power(1) Power (1)(2)(3)
----------------- ----- -----
<S> <C> <C>
AT&T Common Stock 347,304 18,349,332
Class A Liberty Media Group Common Stock 556,406 32,338,934
Class B Liberty Media Group Common Stock 406,924 23,120,552
</TABLE>
(1) These numbers are based on the conversion ratios as set
forth in Item 4 above, assuming rounding up of all figures
equal to or greater than 0.5 share after conversion.
(2) As a co-personal representative of the Bob Magness Estate,
Kim Magness shares both voting and dispositive power over
the shares held by the Bob Magness Estate with its
co-personal representative. Kim Magness and Gary Magness
are the co-personal representatives of the Bob Magness
Estate.
(3) Pursuant to oral agreements with Gary Magness, Kim Magness
shares dispositive power over the shares held by Magness
LLC and FT LLC with Gary Magness. See Item 6 below.
Page 10 of 13
<PAGE>
(c) The transactions described in Item 4 are the only transactions
effected during the last sixty days by the person named in Item
5(a) above.
(d) No person is known by the filing person to have the right to
receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, the Company Securities identified
in this Item 5.
(e) Not Applicable
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Kim Magness, as the manager of each of Magness LLC and FT LLC, has sole
power to vote and shared power to dispose of the securities directly held by
each of Magness LLC and FT LLC. Pursuant to oral agreements between Kim Magness
and Gary Magness, Kim Magness may dispose of Magness LLC's or FT LLC's
securities provided that Gary Magness has the right to veto any proposed
disposition of a material amount of the securities directly held by either
Magness LLC or FT LLC. Therefore, Kim Magness possesses the sole power to vote
the 4,727,127 shares of AT&T Common Stock, 2,374,156 shares of Class A Liberty
Media Group Common Stock, and 5,408,024 shares of Class B Liberty Media Group
Common Stock held directly by Magness LLC, and 260,998 shares of Class A Liberty
Media Group Common Stock held directly by FT LLC. Kim Magness, together with
Gary Magness, possess shared power to direct the disposition of the 4,727,127
shares of AT&T Common Stock, 2,374,156 shares of Class A Liberty Media Group
Common Stock, and 5,408,024 shares of Class B Liberty Media Group Common Stock
held directly by Magness LLC, and 260,998 shares of Class A Liberty Media Group
Common Stock held directly by FT LLC.
TCI, the Malones, the Magness Group, Liberty Ventures Group LLC and
Liberty Media Corporation are parties to the Stockholders' Letter Agreement;
TCI, the Magness Group, Liberty Ventures Group LLC and Liberty Media Corporation
are parties to the Magness Letter Agreement; TCI, the Malones and the Magness
Group are parties to the Stockholders' Agreement; and, TCI and the Magness Group
are parties to the Magness Call Agreement, all as described in Item 4 above.
The Stockholders' Agreement, the Magness Call Agreement, the
Stockholders' Letter Agreement and the Magness Letter Agreement are attached to
this Statement as Exhibits 99.1, 99.2, 99.3 and 99.4, respectively, and are
incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
99.1. Stockholders' Agreement dated as of February 9, 1998, among TCI,
the Malones and the Magness Group (the "Stockholders' Agreement")
(incorporated by reference to Exhibit 99.1 to Kim Magness'
Amendment 3 to Schedule 13D in respect to TCI with a statement
date of January 5, 1998)
99.2. Call Agreement dated as of February 9, 1998, between TCI and the
Magness Group (the "Magness Call Agreement") (incorporated by
reference to Exhibit 99.2 to Kim Magness' Amendment 3 to Schedule
13D in respect to TCI with a statement date of January 5, 1998)
99.3. Letter Agreement to Amend the Stockholders' Agreement dated as of
March 5,
Page 11 of 13
<PAGE>
1999, among TCI, the Malones, the Magness Group, Liberty
Ventures Group LLC and Liberty Media Corporation
99.4. Letter Agreement to Amend the Magness Call Agreement dated as of
March 5, 1999 among TCI, the Magness Group, Liberty Ventures Group
LLC and Liberty Media Corporation
99.5. Agreement and Plan of Restructuring and Merger dated as of June
23, 1998 among the Company, Italy Merger Corp. and TCI
incorporated by reference to Appendix A to the AT&T/TCI Proxy
Statement/Prospectus that forms a part of the Registration
Statement on From S-4 of AT&T (File No. 333-70279), filed January
8, 1999 (the "AT&T Registration Statement")
99.6 AT&T/TCI Proxy Statement/Prospectus, dated January 8, 1999
(incorporated by reference to the AT&T Registration Statement)
Page 12 of 13
<PAGE>
SIGNATURES
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: April 7, 1999
/s/ Kim Magness
- -------------------------------------------
Kim Magness
Page 13 of 13
<PAGE>
INDEX OF EXHIBITS
99.1. Stockholders' Agreement dated as of February 9, 1998, among TCI,
the Malones and the Magness Group (the "Stockholders' Agreement")
(incorporated by reference to Exhibit 99.1 to Kim Magness'
Amendment 3 to Schedule 13D in respect to TCI with a statement
date of January 5, 1998)
99.2. Call Agreement dated as of February 9, 1998, between TCI and the
Magness Group (the "Magness Call Agreement") (incorporated by
reference to Exhibit 99.2 to Kim Magness' Amendment 3 to Schedule
13D in respect to TCI with a statement date of January 5, 1998)
99.3. Letter Agreement to Amend the Stockholders' Agreement dated as of
March 5, 1999, among TCI, the Malones, the Magness Group, Liberty
Ventures Group LLC and Liberty Media Corporation
99.4. Letter Agreement to Amend the Magness Call Agreement dated as of
March 5, 1999 among TCI, the Magness Group, Liberty Ventures Group
LLC and Liberty Media Corporation
99.5. Agreement and Plan of Restructuring and Merger dated as of June
23, 1998 among the Company, Italy Merger Corp. and TCI
incorporated by reference to Appendix A to the AT&T/TCI Proxy
Statement/Prospectus that forms a part of the Registration
Statement on From S-4 of AT&T (File No. 333-70279), filed January
8, 1999 (the "AT&T Registration Statement")
99.6 AT&T/TCI Proxy Statement/Prospectus, dated January 8, 1999
(incorporated by reference to the AT&T Registration Statement)
Page A-1
<PAGE>
EXHIBIT 99.3.
<PAGE>
EXHIBIT 99.3.
Tele-Communications, Inc. Liberty Media Corporation
5619 DTC Parkway 8101 East Prentice Avenue, Suite 500
Englewood, Colorado 80111 Englewood, Colorado 80111
March 5, 1999
Dr. John C. Malone
Ms. Leslie Malone
Mr. Gary Magness
Mr. Kim Magness
Magness Securities LLC
Magness FT Investment Company, LLC
The Kim Magness Family Foundation
The Gary Magness Family Foundation
c/o Tele-Communications, Inc.
5619 DTC Parkway
Englewood, Colorado 80111
Ladies and Gentlemen:
Reference is made to the Stockholders' Agreement dated as of February 9,
1998, among TCI, John C. Malone, Leslie Malone, Gary Magness, both in any
Representative Capacity and individually, Kim Magness, both in any
Representative Capacity and individually, the Estate of Bob Magness and the
Estate of Betsy Magness (the "Stockholders' Agreement"). As you know, after the
original execution of the Stockholders' Agreement, Magness Securities LLC,
Magness FT Investment Company, LLC, the Kim Magness Family Foundation and The
Gary Magness Family Foundation were each added as a party and a member of the
"Magness Group." Capitalized terms used but not expressly defined in this letter
have the meanings given to them in the Stockholders' Agreement. Section
references in this letter are to Sections of the Stockholders' Agreement.
The purpose of this letter is to confirm and clarify the
following:
1. Each of you consents to the assignment by TCI to Liberty
Ventures Group LLC, a Delaware limited liability company ("LVG"), and the
subsequent assignment by LVG to Liberty Media Corporation, a Delaware
corporation ("LMC") of all of TCI's rights, interests and obligations under the
Stockholders' Agreement, and agrees that upon such assignments TCI shall have no
further rights or obligations under the Stockholders' Agreement.
2. TCI agrees with each of you that if, for any reason, the
Agreement and Plan of Restructuring and Merger, dated as of June 23, 1998, among
TCI, AT&T Corp., a New York corporation ("AT&T"), and Italy Merger Corp., a
Delaware corporation and a wholly owned subsidiary of AT&T ("MergerSub"),
terminates without consummation of the merger of MergerSub into TCI contemplated
thereby (the "Merger"), the assignments described in paragraph 1 will be
rescinded.
3. From and after the Merger (and after giving effect to the
assignments provided for above), the Stockholders' Agreement will continue in
effect in accordance with its terms and the following:
<PAGE>
(a) References to "TCI" will be references to LMC and any successor (by
merger, consolidation, sale, transfer, exchange, or otherwise) to all or
substantially all of its business and assets, other than a Spin-Off Company (LMC
and any such successor being referred to herein as "Liberty").
(b) The definition of the term "Director Votes" is deleted from Exhibit A
to the Stockholders' Agreement.
(c) The term "Company" will mean (i) Liberty if and while common stock of
which it is the issuer is registered under Section 12(b) or 12(g) of the
Securities Exchange Act of 1934, as amended, or (ii) any "Spin-Off Company" if
and while common stock of which it is the issuer is registered under Section
12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, and a
majority of Liberty's directors then in office constitute a majority of the
Board of Directors of such Spin-off Company.
(d) The term "High Vote Share" will mean:
(i) the Class B Liberty Media Group Common Stock, par value $1.00
per share, of AT&T and any capital stock into which such stock
may be changed (whether as a result of a recapitalization,
reorganization, merger, consolidation, share exchange, stock
dividend or other transaction or event) (the "LMCB-Common"),
and
(ii) common stock of any class or series issued by Liberty or any
Spin-Off Company that entitles the holders to greater voting
power per share than the voting power per share to which
holders of some other class or series of common stock of such
issuer are entitled with respect to significant matters (such
as the election of directors) as to which the holders of
outstanding shares of both classes or series vote together
(with each other or with each other and one or more other
classes or series of common stock of that issuer).
(e) the term "Low Vote Stock" will mean:
(i) the Class A Liberty Media Group Common Stock, par value $1 .00
per dime, of AT&T and any capital stork into which such stock
may be changed (whether as a result of a recapitalization,
reorganization, merger, consolidation, share exchange, stock
dividend or other transaction or event) (the "LMCA-Common"),
and
(ii) common stock of any class or series issued by Liberty or any
Spin-Off Company that entities the holders to lesser voting
power per share than the voting power per share to which
holders of some other class or series of common stock of such
issuer are entitled with respect to significant matters (such
as the election of directors) as to which the holders of
outstanding shares of both classes or series vote together
(with each other or with each other and one or more other
classes or series of common stock of that issuer).
(c) The term "Spin-Off Company" shall mean any corporation or limited
liability company which initially is a subsidiary of Liberty, which succeeds to
substantially all of the businesses and assets of Liberty and which is then
"spun-off" to either Liberty shareholders (if Liberty then has common stock
which is registered under Section 12(b) or 12(g) of the Securities Exchange Act
of 1934, as amended) or the holders of the LMCA-Common and the LMCB-Common.
-2-
<PAGE>
If the foregoing accurately expresses our understanding, please
sign and return the enclosed counterpart of this letter.
Sincerely,
TELE-COMMUNICATIONS, INC.
By: /s/ Stephen M. Brett
------------------------------------
Stephen M. Brett
Executive Vice President,
Secretary and General Counsel
LIBERTY VENTURES GROUP LLC
By: /s/ Stephen M. Brett
------------------------------------
Stephen M. Brett
Vice President
LIBERTY MEDIA CORPORATION
By: /s/ Stephen M. Brett
------------------------------------
Stephen M. Brett
Vice President
-3-
<PAGE>
Confirmed:
ESTATE OF BETSY MAGNESS
/s/ John C. Malone By:/s/ Kim Magness
- ----------------------------------- -------------------------------------
JOHN C. MALONE Kim Magness, Personal Representative
ESTATE OF BOB MAGNESS
/s/ Leslie Malone By:/s/ Kim Magness
- ----------------------------------- -------------------------------------
LESLIE MALONE Kim Magness, Personal Representative
By:/s/ Gary Magness
-------------------------------------
Gary Magness, Personal Representative
MAGNESS SECURITIES LLC
/s/ Kim Magness By:/s/ Kim Magness
- ----------------------------------- -------------------------------------
KIM MAGNESS, individually and Kim Magness, Manager
as Trustee of the Magness Family
Irrevocable Trusts and the Magness
Issue GST Trusts
MAGNESS FT INVESTMENT COMPANY, LLC
/s/ Gary Magness By:/s/ Kim Magness
- ----------------------------------- -------------------------------------
GARY MAGNESS, individually Kim Magness, Manager
and as Trustee of the Magness
Family Irrevocable Trusts and the
Magness Issue GST Trusts
THE KIM MAGNESS FAMILY FOUNDATION
By:/s/ Kim Magness
-------------------------------------
Kim Magness, President
THE GARY MAGNESS FAMILY FOUNDATION
By:/s/ Gary Magness
-------------------------------------
Gary Magness, President
-4-
<PAGE>
EXHIBIT 99.4.
<PAGE>
TELE-COMMUNICATIONS, INC. LIBERTY MEDIA CORPORATION
5619 DTC Parkway 8101 East Prentice Avenue, Suite 500
Englewood, Colorado 80111 Englewood, Colorado 90111
MARCH 5, 1999
Mr. Gary Magness
Mr. Kim Magness
Magness Securities LLC
Magness FT Investment Company, LLC
The Kim Magness Family Foundation
The Gary Magness Family Foundation
c/o Tele-Communications, Inc.
5619 DTC Parkway
Englewood, Colorado 80111
Gentlemen:
Reference is made to the Call Agreement, dated as of February 9,
1998 (the "Magness Call Agreement"), among Tele-Communications Inc., a Delaware
corporation ("TCI"), and Gary Magness, both in any Representative Capacity and
individually, Kim Magness, both in any Representative Capacity and individually,
the Estate of Bob Magness, and the Estate of Betsy Magness. As you know, after
the original execution of the Magness Call Agreement, Magness Securities LLC,
Magness FT Investment Company, LLC, The Kim Magness Family Foundation and The
Gary Magness Family Foundation were added as parties to the Call Agreement and
members of the "Magness Group". Capitalized terms used but not expressly defined
in this letter have the meanings given to them in the Magness Call Agreement.
Section references in this letter are to Sections of the Magness Call Agreement.
The purpose of this letter is to confirm and clarify the
following:
1. Each member of the Magness Group consents to the assignment by
TCI to Liberty Ventures Group LLC, a Delaware limited liability company ("LVG"),
and the subsequent assignment by LVG to Liberty Media Corporation, a Delaware
corporation ("LMC"), of all of TCI's rights, interests and obligations under the
Magness Call Agreement and agrees that upon such assignments TCI shall have no
further rights or obligations under the Magness Call Agreement. Each member of
the Magness Group also agrees that if a Triggering Event (as defined below)
occurs in the future and is not waived, LMC may assign all of its rights,
interests and obligations under the Magness Call Agreement to Liberty Media
Group LLC and, in the event of such assignment, references to LMC herein shall
thereafter refer to Liberty Media Group LLC. "Triggering Event" has the meaning
ascribed to such term in the Contribution Agreement, being entered into on March
9, 1999, among LMC, Liberty Media Management LLC, Liberty Media Group LLC and
Liberty Ventures Group LLC.
2. TCI and each member of the Magness Group agree that if, for any
reason, the
<PAGE>
Agreement and Plan of Restructuring and Merger, dated as of June 23, 1998, as
amended, among TCI, AT&T Corp., a New York corporation ("AT&T"), and Italy
Merger Corp., a Delaware corporation and a wholly owned subsidiary of AT&T
("MergerSub"), terminates without consummation of the merger of MergerSub into
TCI contemplated thereby (the "Merger"), the assignments described in paragraph
1 shall be rescinded.
3. Each member of the Magness Group confirms and agrees that TCI
has exercised its right under Section 7.10 of the Magness Call Agreement to
require that, from and after the Merger (and after giving effect to the
assignments provided for above), the Magness Call Agreement continue in effect
in accordance with its terms and the following:
(a) References to the "Company" will be references to AT&T and any
successor (by merger, consolidation, sale, transfer, exchange, or otherwise) to
all or substantially all of its business and assets, except as indicated below:
(i) in order to effectively give LMC the rights and
obligations it is intended to have after the assignments referred to in
paragraph I above,
(x) the rights, interests, covenants and obligations of the
"Company" under the first sentence of Section 2.1 and under
Sections 2.2 through 7.17, inclusive, will be rights,
interests, covenants and obligations of LMC and any successor
(by merger, consolidation, sale, transfer, exchange, or
otherwise) to all or substantially all of its business and
assets (LMC or such successor being referred to as "Liberty"),
and
(y) references to the "Company" in the definition of the terms
"Board of Directors", "Magness Group", "Magness Group
Representative" and "Permitted Pledge" in Section 1.1 will be
references to Liberty;
(ii) references to the Company with respect to covenants of
the Company that have been fully performed by TCI prior to the date hereof,
including, without limitation, in the second sentence of Section 2.1, shall
continue to refer to TCI, and
(iii) references to the Company in the definitions of Magness
Call Agreement and Stockholders Agreement refer to TCI.
(b) The definition of the term "High Vote Stock" shall mean the
Class B Liberty Media Group Common Stock, $1.00 par value per share, issued by
AT&T (or any successor referred to in paragraph 3(a) above), as it exists
immediately after the Merger, and any capital stock into which the Class B
Liberty Media Group Common Stock may thereafter be changed (whether as a result
of a recapitalization, reorganization, merger, consolidation, share exchange,
stock dividend, stock redemption, spinoff, split off or other transaction or
event). The definition of the term "Low Vote Stock" shall mean the Class A
Liberty Media Group Common Stock, $1.00 par value per share, issued by AT&T (or
any successor referred to in paragraph 3(a) above), as it exists immediately
after the Merger, and any capital stock into which the Class A Liberty Media
Group Common Stock may thereafter be changed (whether as a result of a
recapitalization, reorganization, merger, consolidation, share exchange, stock
dividend, stock redemption, spinoff, split off or other transaction or event).
(c) The term "Sale of the Company" shall mean, a transaction which
results in a Change of Control of the issuer of the High Vote Stock (subject to
the same exclusions as currently pertain in the definition of such term).
2
<PAGE>
EXHIBIT 99.4.
(d) In any case where the Holder has the right to elect under
Section 2.2(d) to receive payment of the Gross Purchase Price for any High Vote
Stock included in the Subject Shares in shares of a corresponding series of Low
Vote Stock, and in any case where the Company has the right under Section 3.1 to
elect to pay all or any portion of the Closing Date Amount or Company Price in
shares of Low Vote Stock, such election will not be effective unless Liberty
arranges for AT&T to issue such Low Vote Stock and to grant to the selling
Holder the registration rights with respect to such shares of Low Vote Stock
contemplated by Section 2.2(e). Similarly, the Company's election under Section
3.1 will not be effective unless Liberty arranges for AT&T to comply with
Section 3.2.
If the foregoing accurately expresses our understanding, please
sign and return the enclosed counterpart of this letter.
Sincerely,
TELE-COMMUNICATIONS, INC.
By: /s/ Stephen M. Brett
-----------------------------------------
Stephen M. Brett
Executive Vice President,
Secretary and General Counsel
LIBERTY VENTURES GROUP LLC
By: /s/ Stephen M. Brett
-----------------------------------------
Stephen M. Brett
Vice President
LIBERTY MEDIA CORPORATION
By: /s/ Stephen M. Brett
-----------------------------------------
Stephen M. Brett
Vice President
3
<PAGE>
Confirmed:
ESTATE OF BETSY MAGNESS
/s/ Kim Magness By:/s/ Kim Magness
- ------------------------------------ ------------------------------------
KIM MAGNESS, individually and Kim Magness, Personal Representative
as Trustee of the Magness Family
Irrevocable Trusts and the Magness
Issue GST Trusts
ESTATE OF BOB MAGNESS
/s/ Gary Magness By:/s/ Kim Magness
- ------------------------------------ ------------------------------------
GARY MAGNESS, individually Kim Magness, Personal Representative
and as Trustee of the Magness
Family Irrevocable Trusts and By:/s/ Gary Magness
the Magness Issue GST Trusts ------------------------------------
Gary Magness, Personal Representative
MAGNESS SECURITIES LLC
By:/s/ Kim Magness
---------------------------------
Kim Magness, Manager
MAGNESS FT INVESTMENT COMPANY, LLC
By:/s/ Kim Magness
---------------------------------
Kim Magness, Manager
THE KIM MAGNESS FAMILY FOUNDATION
By:/s/ Kim Magness
---------------------------------
Kim Magness, President
THE GARY MAGNESS FAMILY FOUNDATION
By:/s/ Gary Magness
---------------------------------
Gary Magness, President
4
