<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Video Services Corporation
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
460181100
(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)
July 25, 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).
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<PAGE> 2
CUSIP NO. 460181100 (Common Stock of Video Services Corporation)
--------------------------------------------------------------------------------
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) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
0
NUMBER OF ---------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 9,534,269 (See Item 6)
OWNED BY EACH ---------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
---------------------------------------------------
10 SHARED DISPOSITIVE POWER
See Item 6.
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,534,269
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 71.6%. See Item 5.
--------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
CO
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<PAGE> 3
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
STATEMENT OF
LIBERTY MEDIA CORPORATION
PURSUANT TO SECTION 13(d) OF THE SECURITIES EXCHANGE ACT OF 1934
IN RESPECT OF
VIDEO SERVICES CORPORATION
ITEM 1. SECURITY AND ISSUER.
Liberty Media Corporation, a Delaware corporation ("Liberty" or the
"Reporting Person"), is filing this Statement on Schedule 13D (this "Statement")
with respect to shares (the "Shares") of the Common Stock, par value $.01 per
share (the "Common Stock"), of Video Services Corporation, a Delaware
corporation (the "Issuer"). The Issuer's principal executive offices are located
at 240 Pegasus Avenue, Northvale, New Jersey 07647.
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
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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
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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(a) 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(b) to this Statement.
ITEM 3. SOURCE AND AMOUNT OF FUNDS.
The Reporting Person entered into an Agreement and Plan of Merger,
dated as of July 25, 2000 (the "Merger Agreement"), with AT&T, the Issuer and
E-Group Merger Corp., a Delaware corporation and wholly owned subsidiary of AT&T
("Merger Sub"), providing for the merger (the "Merger") of Merger Sub with and
into the Issuer, with the Issuer as the surviving entity in the Merger, which
will result in (i) the acquisition of 100% of the outstanding shares of Common
Stock by AT&T through such Merger, subject to the terms and conditions set
forth in the Merger Agreement and (ii) the subsequent contribution by AT&T,
through a chain of subsidiaries of such shares of Common Stock to the Reporting
Person. The per share consideration to be issued in the Merger is 0.104 shares
of Class A Liberty Group Common Stock, par value $1.00 per share, of AT&T
("Class A Liberty Group Stock") and $2.75 in cash. Assuming all outstanding
options to purchase shares of Common Stock are exercised prior to the effective
time of the Merger, an aggregate of 1,498,341 shares of Class A Liberty Group
Stock and $39,619,594 in cash would be issued in the Merger, together with any
cash payable in lieu of fractional shares of Class A Liberty Group Stock. Under
certain circumstances described in Section 3.4 of the Merger Agreement, the
Merger may be restructured by the parties to provide for the payment of
alternative consideration designed to be equivalent to the consideration
otherwise payable in the Merger.
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<PAGE> 6
In connection with the Merger Agreement, the Reporting Person entered
into a separate voting agreement (the "Voting Agreement") with certain
stockholders of the Issuer, requiring such stockholders to vote the shares of
Common Stock owned, beneficially or of record, by them, or which they have the
power to vote, (a) in favor of the approval and adoption of the Merger, the
Merger Agreement, the Merger Proposal (as defined in the Merger Agreement) and
any other transactions contemplated by the Merger Agreement for which a
stockholder vote is required and (b) against any other proposal for any
investment in, acquisition of, business combination with or other extraordinary
transaction regarding the Issuer or its subsidiaries, at any meeting of the
Issuer's stockholders or in any written consent or similar instrument. The
Voting Agreement also provides for restrictions on the transfer of shares of
Common Stock by the stockholders who are signatories to the Voting Agreement.
The Voting Agreement will remain in effect until the earlier of (a) 90 days
following the termination of the Merger Agreement or (b) the consummation of the
Merger.
The Merger is subject to the expiration of applicable waiting periods
under pre-notification regulations, Issuer stockholder approval and other
customary closing conditions. The closing of the Merger is anticipated to occur
in the fourth quarter of 2000.
The foregoing description of the Merger Agreement and the Voting
Agreement is qualified in its entirety by reference to the copies of the Merger
Agreement and the Voting Agreement that are included as exhibits to this
Statement and are incorporated herein by reference.
ITEM 4. PURPOSE OF TRANSACTION.
The purpose of the Merger Agreement and the Voting Agreement is for the
Reporting Person to obtain 100% of the Common Stock. The Merger Agreement
contains provisions requiring each of the directors of the Issuer to resign
immediately prior to the effective time of the Merger, with the individuals
serving as the directors of Merger Sub becoming the directors of the Issuer
immediately upon consummation of the Merger. Following the consummation of the
Merger, AT&T will contribute all of the capital stock of the surviving entity
in the Merger to the Reporting Person. Immediately following this contribution,
the Reporting Person intends to contribute all of the capital stock of the
surviving entity in the Merger to Liberty Livewire Corporation, a Delaware
corporation and a publicly-traded majority owned subsidiary of the Reporting
Person.
Other than as set forth in this Statement, the Reporting Person has no
present plans or proposals which relate to or would result in:
(a) The acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
(b) Any material change in the present capitalization or dividend
policy of the Issuer;
(c) Any other material change in the Issuer's business or
corporate structure;
(d) A class of securities of the Issuer being delisted from a
national securities exchange or ceasing to be authorized to be
quoted in an inter-dealer quotation system of a registered
national securities association;
(e) A class of equity securities of the Issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4)
of the Exchange Act; or
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<PAGE> 7
(f) Any action similar to any of those enumerated in this
paragraph.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The Voting Agreement gives Liberty the power to direct the vote of
shares of Common Stock held by the stockholders signatory thereto (the
"Stockholders") with respect to the transactions contemplated by the Merger
Agreement. The Stockholders collectively own 9,534,269 shares (the "Shares") of
Common Stock (according to the representations of such Stockholders contained in
the Voting Agreement), which represents approximately 71.6% of the 13,311,307
shares of Common Stock outstanding on July 24, 2000, according to the Issuer's
representations contained in the Merger Agreement.
(b) Liberty has the power to direct the voting of the Shares as
described in Item 5(a) above.
(c) Not applicable.
(d) There is no other person that has the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, the
Shares.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The information set forth in Item 3 of this Statement is hereby
incorporated by reference herein.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
Item 7 of this Schedule 13D hereby reads as follows:
EXHIBIT NO. EXHIBIT
7(a) TCI Merger Agreement (incorporated by reference to
AT&T Corp.'s Form 8-K filed with the Commission on
July 6, 1998).
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<PAGE> 8
7(b) TCI Proxy Statement (incorporated by reference to AT&T
Corp.'s Schedule 14A (No. 333-70279), filed with the
Commission on January 8, 1999.
7(c) Agreement and Plan of Merger, among AT&T Corp., E-Group
Merger Corp., Liberty Media Corporation and Video Services
Corporation, dated as of July 25, 2000.
7(d) Voting Agreement, among Liberty Media Coroporation and
certain stockholders of Video Services Corporation, dated
July 25, 2000.
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<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: August 3, 2000.
LIBERTY MEDIA CORPORATION
By: /s/ Vivian J. Carr
--------------------
Name: Vivian J. Carr
Title: Vice President
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<PAGE> 10
EXHIBIT INDEX
Exhibit No. Exhibit
7(a) TCI Merger Agreement (incorporated by reference to
AT&T Corp.'s Form 8-K filed with the Commission on
July 6, 1998).
7(b) TCI Proxy Statement (incorporated by reference to
AT&T Corp.'s Schedule 14A (No. 333-70279), filed with
the Commission on January 8, 1999.
7(c) Agreement and Plan of Merger, among AT&T Corp.,
E-Group Merger Corp., Liberty Media Corporation and
Video Services Corporation, dated as of July 25, 2000.
7(d) Voting Agreement, among Liberty Media Corporation and
certain stockholders of Video Services Corporation,
dated July 25, 2000.
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<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>
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<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>
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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
Louis A. Simpson Director; President and CEO - Capital Operations of GEICO Corporation
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.
</TABLE>
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<TABLE>
<CAPTION>
Name Title
---- -----
<S> <C>
John D. Zeglis Director; Chairman and Chief Executive Officer of AT&T Wireless Group
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, LLC
</TABLE>
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