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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(AMENDMENT NO. 5)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Liberty Livewire Corporation
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(Name of Issuer)
Class A Common Stock, par value $.01 per share
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(Title of Class of Securities)
530709104
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(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
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 10, 2000
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(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 7 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).
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CUSIP NO. 530709104 (Class A Common Stock of Liberty Livewire Corporation)
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
1
Liberty Media Corporation
84-1288730
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ X ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS 00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
31,635,682 (1).
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NUMBER OF 8 SHARED VOTING POWER
SHARES 0
BENEFICIALLY --------- ---------------------------------------------------------------
OWNED BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 31,635,682 (1).
PERSON --------- ---------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,635,682 (1)
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
85.7% (1)
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14 TYPE OF REPORTING PERSON
CO
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(1) Reporting Person owns 31,635,682 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 31,635,682 shares of the Issuer's Class B Common Stock
represents 100% of the outstanding shares of the Class B Common Stock, as of
September 29, 2000; these shares also represent approximately 85.7% of the
Issuer's currently outstanding equity, which consists of the Issuer's Class A
and Class B Common Stock.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(AMENDMENT NO. 5)
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 520
Broadway, Suite 500, Santa Monica, California 90401.
This Statement is being filed by the Reporting Person solely for the
purpose of updating certain information reported in the Schedule 13D/A filed by
the Reporting Person on August 3, 2000 (the "Fourth Schedule 13D"), which is
incorporated herein by reference. All capitalized terms used herein but not
defined shall have the meanings ascribed to such terms in the Fourth Schedule
13D.
The Issuer and the Reporting Person entered into the Stock Option
Fulfillment Agreement, dated as of June 10, 2000 (the "Stock Option Fulfillment
Agreement"), as more fully described in Item 6.
ITEM 3. SOURCE AND AMOUNT OF FUNDS.
The Reporting Person intends to fulfill its obligations under the
Stock Option Fulfillment Agreement through working capital. An estimate of the
amount of funds is also provided in Item 6.
ITEM 4. PURPOSE OF TRANSACTION.
The Issuer and the Reporting Person entered into the Stock Option
Fulfillment Agreement, as more fully discussed in Item 6, so that the Reporting
Person could provide funds
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to the Issuer so that the Issuer could meet its obligations to acquire and
deliver shares of AT&T's Class A Liberty Media Group Common Stock, par value
$1.00 per share ("Class A Liberty Group Stock"), to the holders of the Rollover
Options (as defined below).
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The interest that the Reporting Person has in the Issuer has changed
since August 3, 2000, the date of the Fourth Schedule 13D, due to the recent
utilization by the Issuer of its rights under the Stock Option Fulfillment
Agreement. Pursuant to the Stock Option Fulfillment Agreement, the Reporting
Person has acquired an additional 271,271 shares of the Issuer's Class B Common
Stock by the end of September 2000. The Reporting Person's complete interest in
the securities of the Issuer is set forth on the first page of this Statement.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Pursuant to the Agreement and Plan of Merger, dated as of December 10,
1999, as amended (the "Merger Agreement"), among AT&T, Merger Sub, the
Reporting Person and the Issuer, the Issuer's stock options were rolled over,
on June 9, 2000, into options (the "Rollover Options") exercisable for shares
of Class A Liberty Group Stock and the Issuer's Class A Common Stock. The
Rollover Options are the obligations of the Issuer; however, the Merger
Agreement specified that the Reporting Person would assist in helping the
Issuer obtain shares of Class A Liberty Group Stock to fulfill the Issuer's
obligations under the Rollover Options.
The Issuer and the Reporting Person entered into the Stock Option
Fulfillment Agreement, pursuant to which the Reporting Person agreed to give
the Issuer cash, if requested by the Issuer, so that the Issuer could acquire
shares of Class A Liberty Stock to meet its obligations under the Rollover
Options. In exchange for such cash, the Issuer agreed to issue to the Reporting
Person 1.2 shares of its Class B Common Stock for each share of Class A Liberty
Group Stock delivered to the optionholders. Pursuant to the Stock Option
Fulfillment Agreement, the Reporting Person can acquire up to a maximum of
509,635 shares of the Issuer's Class B Common Stock.
If the Reporting Person acquires this maximum number of shares under
the Stock Option Fulfillment Agreement, the total number of the Issuer's Class B
Common Stock owned by the Reporting Person would be 31,826,312, which, based on
information provided by the Issuer to the Reporting Person, would constitute
approximately % of the Issuer's voting power as of the end of September
2000. In addition, if the Issuer agrees to fulfill all of its obligations under
the Rollover Options by obtaining cash from the Reporting Person, then the
Reporting Person would provide the Issuer with approximately $10,141,737 (based
on the average closing price of Class A Liberty Group Stock during the month of
September 2000).
The First Schedule 13D was supplemented and amended by the Second
Schedule 13D, the Third Schedule 13D and the Fourth Schedule 13D, which in turn
is being supplemented and amended by this Amendment No. 5. The information
provided in this Amendment No. 5 is only as of October 31, 2000, the date of
the filing of this Amendment No. 5. This Amendment No.
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5 does not report any material additional information or substantive change in
the information previously reported, other than the Stock Option Fulfillment
Agreement.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
Item 7 of this Schedule 13D/A hereby reads as follows:
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EXHIBIT NO. EXHIBIT
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7(a) Fourth Schedule 13D (incorporated herein by reference to
the Reporting Person's Schedule 13D, filed with the
Commission on August 3, 2000).
7(b) Stock Option Fulfillment Agreement.
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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: October 31, 2000.
LIBERTY MEDIA CORPORATION
By: /s/ Vivian J. Carr
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Name: Vivian J. Carr
Title: Senior Vice President
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EXHIBIT INDEX
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Exhibit No. Exhibit
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7(a) Fourth Schedule 13D (incorporated herein by reference to the
Reporting Person's Schedule 13D, filed with the Commission on
August 3, 2000).
7(b) Stock Option Fulfillment Agreement.
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