<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest event reported) DECEMBER 22, 2000
LIBERTY LIVEWIRE CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 0-1461 13-1679856
----------------------------- ------------- --------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
520 BROADWAY, SANTA MONICA, CALIFORNIA 90401
---------------------------------------------------
(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (310) 434-7000
------------------------------------------------------------------------
--------------------------------------------------------------------------------
(Former name or former address, if changed from last report)
Exhibit index located on page 3.
<PAGE>
LIBERTY LIVEWIRE CORPORATION
FORM 8-K
DECEMBER 22, 2000
---------------------------
TABLE OF CONTENTS
Item 2. ACQUISITION OR DISPOSITION OF ASSETS. Page 2
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
a. Financial Statements of business acquired
Item 7(a) has been omitted due to the Impracticality of
filing the required audited financial statements at the time
of filing this report on Form 8-K. Item 7 (a) will be filed
on Form 8 within 60 days after the required filing date of
this report.
b. Pro forma condensed financial information
Item 7(b) has been omitted due to the Impracticality of
filing the required pro forma information at the time of
filing this report on Form 8-K. Item 7 (b) will be filed on
Form 8 within 60 days after the required filing date of this
report.
c. Exhibit Index Page 3
1
<PAGE>
Item 2. ACQUISITION OR DISPOSITION OF ASSETS
This report is being filed with respect to the completion of the
acquisition by Liberty Livewire Corporation ("Livewire" or the
"Registrant") from Liberty Media Corporation ("Liberty") of 100% of
the outstanding capital stock of Video Services Corporation of
Northvale, New Jersey ("VSC"), on December 22, 2000 in conjunction
with (i) The Agreement and Plan of Merger (the "Merger Agreement"),
dated as of July 25, 2000, by and among AT&T Corp., E-Group Merger
Corp., Liberty and VSC and (ii) The Contribution Agreement dated as of
December 22, 2000, between Liberty and Livewire. Information required
by Item 2 of this form with respect to such acquisition was previously
reported in the Registration Statement on Form S-4, Amendment No. 1,
of AT&T Corp. filed November 17, 2000 (Registration No. 333-48606),
Exhibit 2.01. The following is qualified in its entirety by the more
complete descriptions of such transaction set forth in such proxy
statement and contribution agreement.
Background:
On July 25, 2000, Liberty, Livewire, AT&T Corp., E-Group Merger
Corp., a wholly owned subsidiary of AT&T Corp., and VSC entered
into the Merger Agreement. The Merger Agreement provides for the
merger (the "Merger") of E-Group Merger Corp. with and into VSC,
with VSC surviving. In the Merger, each share of VSC common stock
outstanding at the effective time was converted into the right to
receive 0.104 shares of Class A Liberty Media Group ("LMGA") common
stock and $2.75 in cash, in a taxable transaction. The transaction
valued VSC at approximately $108 million, including the assumption
of certain indebtedness. An aggregate of approximately 1.4 million
shares of LMGA common stock was issued to VSC shareholders in the
transaction. As a result of the Merger and the Post-Merger
Restructuring Transactions contemplated by (and as defined in) the
Merger Agreement, AT&T Corp. acquired and immediately transferred
to Liberty, 100% of the outstanding capital stock of VSC.
Acquisition of VSC by the Registrant:
Liberty and Livewire are parties to a First Amended and Restated
Credit Agreement dated as of December 22, 2000 (the "Credit
Agreement"), pursuant to which Liberty has agreed to make
subordinated convertible loans to Livewire. Notes issued under
Credit Agreement are convertible at the option of the holder, at
any time prior to maturity into shares of Class B Common Stock of
Livewire at a conversion price of $10 per share. If not earlier
converted, notes issued under the Credit Agreement will become due
and payable on June 30, 2008. Interest accrues on the notes at a
rate of 10% per annum, payable quarterly either in cash, shares of
Class B Common Stock of Livewire or a combination thereof, subject
to certain limits. To the extent interest is paid in shares of
Class B Common Stock of Livewire, such shares will be valued at 95%
of the ten day trailing average closing
2
<PAGE>
price of shares of the Class A Common Stock of Livewire on the
interest payment date.
On December 22, 2000, pursuant to the Contribution Agreement,
Liberty contributed to Livewire 100% of the outstanding capital
stock of VSC in exchange for a note under the Credit Agreement in
the principal amount of approximately $56 million. Concurrently,
Livewire borrowed an additional $37 million under the Credit
Agreement to refinance certain existing indebtedness of VSC. After
giving effect to the VSC acquisition, Livewire may borrow up to
$116 million in additional funds under the Credit Agreement for
other purposes allowed under the terms of that facility.
VSC provides engineering, production and distribution services for the
video and broadcast industries, nationally and internationally. It has
ten divisions and over 500 employees, with offices in New York, New
Jersey, Florida and California.
Livewire provides a wide range of traditional audio and video
post-production, transmission, library services, Internet hosting, and
audio/video distribution services via satellite and fiber to worldwide
clients in the feature film, television and advertising industries.
Livewire also provides interactive television service under the brand
name HyperTV-Registered Trademark-. Livewire has locations in Los
Angeles, New York, Atlanta, London, Miami, Mexico City, San Francisco,
Singapore, and Barcelona.
Item 7. FINANCIAL STATEMENTS, PRO FORMA INFORMATION AND EXHIBITS
c. Exhibits
The following exhibits are filed with this current report on Form 8-K:
EXHIBIT NO. EXHIBIT
1 Agreement and Plan of Merger, dated as of July 25,
2000, by and among AT&T Corp., E-Group Merger
Corp., Liberty Media Corporation and Video
Services Corporation is incorporated by reference
to AT&T Corp.'s Registration Statement of Form
S-4, Amendment No. 1, filed November 17, 2000
(Registration No. 333-48606), Exhibit 2.01.
2 The Contribution Agreement, dated as of December
22, 2000, by and between Liberty Media Corporation
and Liberty Livewire Corporation.
3 The First Amended And Restated Credit Agreement
dated as of December 22, 2000 by and between
Liberty Livewire Corporation and Liberty Media
Corporation.
3
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
LIBERTY LIVEWIRE CORPORATION
----------------------------
(Registrant)
/s/ JEFFREY J. MARCKETTA
----------------------------------------
Jeffrey J. Marcketta
Chief Financial Officer
JANUARY 8, 2001
-----------------------
Date
4
