<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(AMENDMENT NO. 3)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Liberty Livewire Corporation
(Name of Issuer)
Class A Common Stock, par value $.01 per share
(Title of Class of Securities)
530709104
(CUSIP Numbers)
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)
June 9, 2000, June 10, 2000 and July 19, 2000
(Dates of Events which Require 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(b) for
other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 14 Pages)
*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 the
disclosures provided in a prior cover page.
The information required in 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, (the "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 1 of 14
<PAGE> 2
CUSIP NO. 530709104 (Class A Common Stock of Liberty Livewire Corporation)
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
1
Liberty Media Corporation
84-1288730
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS 00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH 7 SOLE VOTING POWER
REPORTING 31,303,710 (1).
PERSON
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
31,303,710 (1).
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,303,710 (1)
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
87.8% (1)
TYPE OF REPORTING PERSON
14
CO
(1) Reporting Person owns 31,303,710 shares of the Issuer's Class B Common Stock
(as defined herein) and no other shares of the capital stock of the Issuer. Each
share of the Issuer's Class B Common Stock is convertible, at the option of the
holder, into one share of the Issuer's Class A Common Stock (as defined herein).
The 31,303,710 shares of the Issuer's Class B Common Stock represents 100% of
the outstanding shares of the Class B Common Stock, as of July 19, 2000; these
shares also represent approximately 87.8% of the Issuer's currently outstanding
equity, which consists of the Issuer's Class A and Class B Common Stock.
Page 2 of 14
<PAGE> 3
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(AMENDMENT NO. 3)
STATEMENT OF
LIBERTY MEDIA CORPORATION
PURSUANT TO SECTION 13(d) OF THE SECURITIES EXCHANGE ACT OF 1934
IN RESPECT OF
LIBERTY LIVEWIRE CORPORATION (FORMERLY KNOWN AS THE TODD-AO CORPORATION)
ITEM 1. SECURITY AND ISSUER.
Liberty Media Corporation, a Delaware corporation ("Liberty" or the
"Reporting Person"), is filing this Statement on Schedule 13D/A (this
"Statement") with respect to shares (the "Shares") of the Class A Common Stock,
par value $.01 per share (the "Class A Common Stock"), of Liberty Livewire
Corporation (formerly known as The Todd-AO Corporation), a Delaware corporation
(the "Issuer"). The Issuer's principal executive offices are located at 900 N.
Seward St., Hollywood, California 92075.
ITEM 2. IDENTITY AND BACKGROUND.
The reporting person is Liberty Media Corporation whose principal business
address is 9197 South Peoria Street, Englewood, Colorado 80112.
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 economic performance of AT&T's "Liberty Media Group."
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
<PAGE> 4
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 Liberty is a wholly owned subsidiary of AT&T, a majority of Liberty'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 Liberty's Board of Directors, Liberty 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 Liberty 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 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 Liberty) 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
<PAGE> 5
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 (the "TCI Merger Agreement"), among AT&T,
Italy Merger Corp. and TCI, a copy of which has been incorporated by reference
as Exhibit 7(c) to this Statement, and to the text of the AT&T/TCI Proxy
Statement/Prospectus (the "TCI Proxy Statement"), a copy of which has been
incorporated by reference as Exhibit 7(d) to this Statement.
ITEM 3. SOURCE AND AMOUNT OF FUNDS.
On June 9, 2000, AT&T issued of 5,422,450 shares of Class A Liberty Media
Group Common Stock, par value $1.00 per share ("Class A Liberty Stock"), after
taking into account a 2-for-1 stock split effected on the Class A Liberty Stock
on June 9, 2000, in order to acquire 6,506,940 shares of the Issuer's Class B
Common Stock (as defined below); AT&T then contributed such shares to Liberty.
In addition, on June 9, 2000, Liberty acquired an additional 16,614,952
shares of the Issuer's Class B Common Stock in exchange for the contribution by
Liberty to the Issuer of 100% of the outstanding common stock of Four Media
Company ("Four Media").
In a separate transaction that closed on July 19, 2000, Liberty SEG
Acquisition Sub, LLC ("Liberty Sub"), a limited liability company of which
Liberty was the sole member, acquired the post-production, content and sound
editorial businesses of SounDelux Entertainment Group of Delaware, Inc.
("Soundelux"), for $90 million in cash. Immediately following this closing,
Liberty contributed 100% of its ownership interests in Liberty Sub to the Issuer
in exchange for 8,181,818 shares of the Issuer's Class B Common Stock pursuant
to the Post-Merger Business Combinations Agreement (as defined below), as
amended by Amendment No. 1 to the Post-Merger Business Combinations Agreement
(as defined below).
<PAGE> 6
ITEM 4. PURPOSE OF TRANSACTION.
On June 9, 2000, the Issuer reclassified (the "Reclassification") each
share of its old Class A Common Stock ("Old Class A Common Stock") and its old
Class B Common Stock ("Old Class B Common Stock") into (i) 0.4 of a share of
Class A Common Stock and (ii) 0.6 of a share of new Class B Common Stock ("Class
B Common Stock"). Each share of Class B Common Stock entitles its holder to ten
votes, whereas each share of Class A Common Stock entitles its holder to only
one vote.
Also on June 9, 2000, immediately after the Reclassification, B-Group
Merger Corp. ("Merger Sub"), a Delaware corporation and a wholly owned
subsidiary of AT&T, merged (the "Merger") with and into the Issuer, with the
Issuer as the surviving corporation of the Merger, pursuant to (a) the Agreement
and Plan of Merger, dated as of December 10, 1999, (the "Original Merger
Agreement"), among AT&T, the Reporting Person, the Issuer and Merger Sub, which
was filed as Exhibit 7(c) to the Schedule 13D filed by the Reporting Person on
January 20, 2000 relating to the Old Class A Common Stock (the "First Schedule
13D") and (b) Amendment No. 1 ("Amendment No. 1" and, together with the Original
Merger Agreement, the "Merger Agreement") to the Original Merger Agreement,
dated as of March 6, 2000, among AT&T, the Reporting Person, the Issuer and
Merger Sub, which was filed as Exhibit 7(a) to the Schedule 13D/A filed by the
Reporting Person on June 7, 2000 (the "Second Schedule 13D"). In connection with
the Merger, the Issuer changed its name (the "Name Change") to "Liberty Livewire
Corporation" and adopted (i) a new certificate of incorporation (the "New
Charter"), the form of which was filed as Exhibit 7(b) to the Second Schedule
13D, and (ii) new bylaws ("New Bylaws"), the form of which was filed as Exhibit
7(g) to the First Schedule 13D.
Pursuant to the Merger Agreement, AT&T exchanged shares of Class A Liberty
Stock for shares of the Issuer's Class B Common Stock, which constituted a
controlling interest (the "Controlling Interest") in the Issuer. Immediately
after the consummation of the Merger, AT&T contributed (the "Equity
Contribution") the Controlling Interest to the Reporting Person.
As a result of the Reclassification, the Merger, the Name Change and the
Equity Contribution (collectively, the "Transactions"), the Reporting Person
acquired 6,506,940 shares of the Issuer's Class B Common Stock, which is
convertible into shares of Class A Common Stock on a one-to-one basis pursuant
to the New Charter.
Also on June 9, 2000, pursuant to an Agreement, dated as of February 11,
2000 (the "Post-Merger Business Combinations Agreement") between the Reporting
Person and the Issuer, which was filed as Exhibit 7(c) to the Second Schedule
13D, the Reporting Person acquired an additional 16,614,952 shares of the
Issuer's Class B Common Stock in exchange for the contribution by Liberty to the
Issuer of 100% of the outstanding common stock of Four Media Company (the
"Post-Merger Business Combination").
On July 19, 2000, pursuant to Amendment No. 1 to the Post-Merger Business
Combination Agreement, dated as of July 19, 2000 ("Amendment No. 1 to the
Post-Merger Business Combinations Agreement"), between the Reporting Person and
the Issuer, the Reporting Person acquired an additional 8,181,818 shares of the
Issuer's Class B Common Stock in exchange for the contribution by the Reporting
Person to the Issuer of 100% of the Reporting Person's ownership interests in
Liberty Sub (the "Soundelux
<PAGE> 7
Contribution"). Amendment No. 1 to the Post-Merger Business Combinations
Agreement is attached as Exhibit 7(b) hereto.
In connection with the Merger, the members of the Issuer's board of
directors (the "Board") other than Salah Hassanein and Sydney Pollack, resigned
and new directors were appointed. The new directors are: Robert R. Bennett; John
C. Malone; Gary S. Howard; David P. Beddow; Larry E. Romrell and Robert T.
Walston. In addition, the following persons were appointed as new officers of
the Issuer: David Beddow (Chief Executive Officer); Robert T. Walston (President
& Chief Operating Officer); Jeffrey Marcketta (Executive Vice President & Chief
Financial Officer); Marcus O. Evans (Executive Vice President, General Counsel
and Secretary) and Christopher Phillips (Vice President and Controller). All
other officers of the Issuer not replaced as stated above remained in their
positions. Judi Sanzo and Coburn Haskell remained as Vice Presidents of the
Issuer.
Liberty believes the Transactions, combined with its acquisitions of 100%
of Four Media's Common Stock, the Post-Merger Business Combination, its
acquisition of the post-production, content and sound editorial businesses of
Soundelux and the Soundelux and the Soundelux Contribution, will assist in the
Liberty Media Group's strategy to consolidate a group of companies that provide
a wide range of post-production and distribution services to television
producers, motion picture studios, cable and broadcast networks and advertising
agencies. Liberty believes that the Liberty Media Group's capital, expertise and
reputation in the media industry will strengthen such companies' consolidated
product offerings and marketing efforts and assist the Liberty Media Group and
the acquired companies in implementing their global strategy.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
As a result of the Transactions, the Post-Merger Business Combination and
the Soundelux Contribution, the Reporting Person owns 31,303,710 shares of the
Issuer's Class B Common Stock, which represents (i) 100% of the Issuer's
currently outstanding shares of Class B Common Stock and (ii) approximately
87.8% of the Issuer's currently outstanding equity, as reported by the Issuer to
the Reporting Person. Because each share of Class A Common Stock entitles its
holder to one vote per share and each share of Class B Common Stock entitles its
holder to ten votes per share, the Reporting Person has acquired approximately
98.6% of the voting power in the Issuer. The Reporting Person has sole power to
vote these shares and the sole power to dispose or to direct the disposition of
such shares.
To the best knowledge of the Reporting Person, none of the persons listed
in Schedule 1 or Schedule 2 has any interest in any securities of the Issuer.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Pursuant to the Merger Agreement, on June 10, 2000, the Issuer and the
Reporting Person entered into a convertible debt facility agreement (the "Credit
Agreement"). The Credit Agreement provides for aggregate credit commitments of
$125 million, drawable at the Issuer's option in whole or in part at any time
during the 2-year period following the closing date of the Merger and maturing
on the fifth anniversary of the closing date of the Merger. The loans under
<PAGE> 8
the Credit Agreement, which will be provided by the Reporting Person or by other
persons designated by the Reporting Person (and consented to by the Issuer),
will be unsecured senior subordinated obligations, ranking junior to the
Issuer's current bank credit facility. The convertible loans will bear interest
at 4.00% per annum, payable quarterly in arrears in cash, and will be
convertible at the option of the holder into shares of the Issuer's Class B
Common Stock, at a conversion price of $13.00 per share, subject to customary
adjustments.
The First Schedule 13D was supplemented and amended by Second Schedule 13D,
which in turn is being supplemented and amended by this Amendment No. 3. The
information provided in this Amendment No. 3 is only as of July 19, 2000, the
date of the Soundelux Contribution. This Amendment No. 3 does not report any
material additional information or substantive change in the information
previously reported, other than (i) the consummation of the Transactions, (ii)
the consummation of the Post-Merger Business Combination, (iii) the execution of
Amendment No. 1 to the Post-Merger Business Combinations Agreement, (iv) the
execution of the Credit Agreement and (v) the consummation of the Soundelux
Contribution.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
Item 7 of this Schedule 13D/A hereby reads as follows:
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT
----------- -------
<S> <C>
7(a) Credit Agreement.
7(b) Amendment No. 1 to the Post-Merger Business Combinations Agreement.
7(c) TCI Merger Agreement (incorporated by reference to AT&T's Form 8-K filed with the Commission
on July 6, 1998).
7(d) TCI Proxy Statement (incorporated by reference to AT&T's Schedule 14A (No. 333-70279), filed with the
Commission on January 8, 1999.
</TABLE>
<PAGE> 9
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: July 26, 2000.
LIBERTY MEDIA CORPORATION
By: /s/ Vivian J. Carr
Name: Vivian J. Carr
Title: Vice President
<PAGE> 10
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Exhibit
----------- -------
<S> <C>
7(a) Credit Agreement
7(b) Amendment No. 1 to the Post-Merger Business Combinations Agreement.
7(c) TCI Merger Agreement (incorporated by reference to AT&T's Form 8-K filed with the Commission on
July 6, 1998).
7(d) TCI Proxy Statement (incorporated by reference to AT&T's Schedule 14A (No. 333-70279), filed with the
Commission on January 8, 1999.
</TABLE>
<PAGE> 11
SCHEDULE 1
DIRECTORS AND EXECUTIVE OFFICERS
OF
LIBERTY MEDIA CORPORATION
The name and present principal occupation of each director and executive
officer of Liberty Media Corporation ("Liberty") 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.
<TABLE>
<CAPTION>
Name Title
---- -----
<S> <C>
John C. Malone Chairman of the Board and Director of Liberty; Director of AT&T Corp.
Robert R. Bennett President, Chief Executive Officer and Director of Liberty
Gary S. Howard Executive Vice President, Chief Operating Officer and Director of Liberty
Paul A. Gould Director of Liberty; Managing Director of Allen & Company Incorporated
Harold R. Handler Director of Liberty; Of Counsel with Simpson Thacher & Bartlett
Jerome H. Kern Director of Liberty; Chairman of the Board and Chief Executive Officer of
On Command Corporation
Frank J. Macchiarola Director of Liberty; President of Saint Francis College
Michael T. Ricks Director of Liberty; Finance Executive, Retired, of MediaOne Group, Inc.
Larry E. Romrell Director of Liberty; Consultant to AT&T Broadband, LLC (f/k/a
Tele-Communications, Inc.)
David B. Koff Senior Vice President and Assistant Secretary of Liberty
Charles Y. Tanabe Senior Vice President, General Counsel and Assistant Secretary of Liberty
</TABLE>
<PAGE> 12
<TABLE>
<CAPTION>
Name Title
---- -----
<S> <C>
Carl E. Vogel Senior Vice President of Liberty
Peter Zolintakis Senior Vice President of Liberty
Vivian J. Carr Vice President and Secretary of Liberty
David J.A. Flowers Vice President and Treasurer of Liberty
Kathryn Scherff Vice President and Controller of Liberty
</TABLE>
<PAGE> 13
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.
<TABLE>
<CAPTION>
Name Title
---- -----
<S> <C>
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 and Chief Executive Officer 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 Liberty Media Corporation
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 and Co-CEO of Citigroup Inc.
John D. Zeglis President of AT&T Corp.; Chief Executive Officer of AT&T Wireless Group and
Director
</TABLE>
<PAGE> 14
<TABLE>
<CAPTION>
Name Title
---- -----
<S> <C>
James W. Cicconi Executive Vice President-Law & Government Affairs and General Counsel
Nicholas S. Cyprus Vice President and Controller
Mirian M. Graddick Executive Vice President, Human Resources
Frank Ianna Executive Vice President and President, AT&T Network Services
Richard J. Martin Executive Vice President, Public Relations and Employee Communication
David C. Nagel President of, AT&T Labs; Chief Technology Officer
Charles H. Noski Senior Executive Vice President and Chief Financial 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
</TABLE>
