SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
The Associated Group, Inc.
(Name of Issuer)
Class B Common Stock, par value $.10 per share
(Title of Class of Securities)
045651 20 5
(CUSIP Number)
Myles P. Berkman
Chairman, Chief Executive Officer, President and Treasurer
The Associated Group, Inc.
200 Gateway Towers
Pittsburgh, Pennsylvania 15222
(412) 281-1907
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Copies to:
Scott G. Bruce, Esq. Kent A. Coit, Esq.
The Associated Group, Inc. Skadden, Arps, Slate, Meagher
Three Bala Plaza East & Flom LLP
Suite 502 One Beacon Street
Bala Cynwyd, Pennsylvania 19004 Boston, Massachusetts 02108
(610) 660-4910 (617) 573-4800
December 29, 1998, March 4, 1999 and May 28, 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(b) 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).
SCHEDULE 13D
CUSIP No. 045651 20 5
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Myles P. Berkman
SS# ###-##-####
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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)
00 (See Item 3)
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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
United States
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7. SOLE VOTING POWER (See Item 5)
NUMBER OF -0-
SHARES ------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER (See Item 5)
OWNED BY 4,104,346
EACH -----------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER (See Item 5)
PERSON 1,684,630
WITH -----------------------------------------
10. SHARED DISPOSITIVE POWER (See Item 5)
2,419,716
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(See Item 5)
4,104,346
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12. CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES (See Instructions) (X)
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
21.1%
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14. TYPE OF REPORTING PERSON (See Instructions)
IN
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Note: This Amendment No. 2 to Schedule 13D (this "Amendment No. 2")
amends a Statement on Schedule 13D dated January 10, 1995 (the
"Original Statement"), as amended by Amendment No. 1 thereto
dated October 3, 1995 ("Amendment No. 1", and together with the
Original Statement, the "Schedule 13D"; the Schedule 13D, as
amended by this Amendment No. 2, this "Statement"), filed on
behalf of Myles P. Berkman, relating to the Class B Stock (as
defined herein). This Amendment No. 2 is being filed to report
the Voting Agreement (as defined herein) entered into by Mr.
Berkman on May 28, 1999. This Amendment No. 2 also reports Mr.
Berkman's acquisition of beneficial ownership of shares of
Class B Stock held by the Berkman Limited Partnership (as
defined herein), of which Mr. Berkman is the sole general
partner, and also reflects the vesting or exercise of certain
options to purchase Class B Stock and Mr. Berkman's transfer of
shares of Class B Stock to the Berkman Trust (as defined
herein), of which Mr. Berkman is the sole trustee. The share
amounts set forth in this Amendment No. 2 reflect the
two-for-one split of the Class B Stock, effected by a stock
dividend paid on October 27, 1997, so that any share amounts
relating to an event preceding such stock split reflects such
stock split as if such stock split preceded such event.
Pursuant to Section 232.101 of Regulation S-T, which provides
that an amendment to a paper format Schedule 13D filed by a
registrant that has become subject to mandated electronic
filing shall be in electronic format and the first such
amendment shall restate the entire text of the Schedule 13D,
this Amendment No. 2 amends, supplements and restates, as of
the date set forth on the signature page below, the Schedule
13D.
Item 1. Security and Issuer.
The title of the class of equity securities to which this Statement
relates is the Class B Common Stock, par value $0.10 per share (together
with the preferred stock purchase rights associated therewith, the "Class B
Stock"), of The Associated Group, Inc., a Delaware corporation (the
"Company"), 200 Gateway Towers, Pittsburgh, Pennsylvania 15222.
Item 2. Identity and Background.
(a) This Statement is filed on behalf of Myles P. Berkman
who is referred to herein as "Mr. Berkman".
(b) Mr. Berkman's business address is c/o The Associated Group, Inc.,
200 Gateway Towers, Pittsburgh, Pennsylvania 15222.
(c) Mr. Berkman is Chairman, Chief Executive Officer, President and
Treasurer of the Company.
(d) and (e) During the last five years Mr. Berkman has not (i) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction which resulted in a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating any activities subject to, federal or state securities laws or
finding any violation of such laws.
(f) Mr. Berkman is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
As of the time immediately prior to the Distribution and the SBC
Merger (as such terms are hereinafter defined) on December 15, 1994, Mr.
Berkman held options ("ACORN Options") to acquire 50,000 shares of Class A
Common Stock ("ACORN Class A Common Stock") of Associated Communications
Resources, Inc., a Delaware corporation ("ACORN"), which had been
previously granted under the Associated Communications Resources, Inc. 1989
Stock Option Plan (the "ACORN Plan"). In connection with the Distribution
and the Merger, all outstanding ACORN Options (except for those held by
persons who were not continuing as employees of the Company, which ACORN
Options were cashed out), including those held by Mr. Berkman, were "rolled
over" (the "Roll-Over") into and became fully vested, immediately
exercisable options (the "Roll-Over Options") under the 1994 Plan (as
hereinafter defined) to purchase a number of shares of Class B Stock not
exceeding (for all Roll-Over Options) 5% of all outstanding shares of
common stock of the Company at the time of the Distribution, at an exercise
price per share such that the "spread value" of such ACORN Options (and the
proportionality between the $2.50 exercise price per share of such ACORN
Options and the fair market value of a share of ACORN Class A Common Stock,
as determined by the committee of non-employee directors which administered
the ACORN Plan) would be maintained in the Roll-Over Options. On January
10, 1995, the exact number of shares of Class B Stock subject to, and the
exercise price of, Mr. Berkman's Roll-Over Options were determined to be
278,500 and $.45, respectively, based on the average of the closing prices
per share of Class B Stock on the Nasdaq National Market over the ten
trading days commencing five trading days after the Distribution Date (as
hereinafter defined). Mr. Berkman did not pay any consideration in
connection with his receipt of Roll-Over Options. Mr. Berkman intends to
exercise Roll-Over Options with respect to 222,800 shares of Class B Stock
prior to their scheduled expiration on June 16, 1999.
The foregoing description of the Roll-Over is qualified in its
entirety by reference to the description thereof set forth on pages 38
through 40, inclusive, of the Company's Registration Statement on Form 10/A
filed with the Securities and Exchange Commission on November 15, 1994,
which pages were filed as Exhibit A to the Original Statement and are
incorporated herein by reference. Such Exhibit has been omitted in this
electronic filing pursuant to Section 232.102 of Regulation S-T.
"Distribution" refers to the December 15, 1994 ("Distribution Date")
pro rata dividend distribution by Associated Communications Corporation, a
Delaware corporation ("ACC"), to the holders of its common stock as of the
close of business on December 15, 1994 (the "Record Date"), of shares of
common stock of the Company, pursuant to which, among other things, each
holder of record of shares of ACC common stock, including Mr. Berkman,
received 1/4 share of Class B Stock and 1/4 share of Class A Common Stock,
par value $0.10 per share (together with the preferred stock purchase
rights associated therewith, the "Class A Stock", and, together with the
Class B Stock, "Company Common Stock"), of the Company for each share of
ACC common stock held by such holder on the Record Date. Mr. Berkman
acquired beneficial ownership of 678,906 shares of Class B Stock pursuant
to the Distribution. Mr. Berkman did not pay any consideration in
connection with his receipt of shares of Class B Stock pursuant to the
Distribution. In connection with and prior to the Distribution, ACORN,
which was a direct, wholly owned subsidiary of ACC, merged with and into
the Company which was, at that time, a direct, wholly owned subsidiary of
ACC known as Associated Communications of Delaware, Inc.
Immediately after the Distribution on December 15, 1994, SBMS
Acquisition Corp. ("SBMS"), a Delaware corporation and an indirect, wholly
owned subsidiary of Southwestern Bell Corporation d/b/a SBC Communications
Inc., a Delaware corporation ("SBC"), merged with and into ACC (the "SBC
Merger") and ACC became an indirect, wholly owned subsidiary of SBC,
pursuant to an Agreement and Plan of Merger and Reorganization, dated as of
February 23, 1994, among ACC, SBC and SBMS.
On October 3, 1995, Preliminary Letters Testamentary, and
subsequently, on January 3, 1996, Full Letters Testamentary (the "Letters
Testamentary") were issued by the Surrogate's Court of New York County, New
York, to Mr. Berkman as one of three executors (each an "Executor," and
collectively the "Executors") of the estate of his late father, Jack N.
Berkman (the "Estate"), which beneficially owned, at the time Amendment No.
1 was filed, 2,560,266 shares of Class B Stock, which amount included
options to purchase 27,850 shares of Class B Stock (the "Estate Options").
The three Executors share equally the power to dispose of and vote the
shares of Class B Stock beneficially owned by the Estate. In June, 1996,
the Executors exercised, on behalf of the Estate, all of the outstanding
Estate Options for 27,850 shares of Class B Stock, at an exercise price of
$.45 per share which was paid from funds in the Estate. On March 5, 1997,
the Executors made a gift, on behalf of the Estate, of 150,000 shares of
Class B Stock to Harvard University.
On July 5, 1995, Mr. Berkman was granted options to purchase 300,000
shares of Class B Stock at an exercise price of $8.25 per share (the
"Company Options"). The Company Options, which were granted pursuant to The
Associated Group, Inc. Amended and Restated 1994 Stock Option and Incentive
Award Plan (the "1994 Plan"), became fully vested and exercisable on July
5, 1996.
As of the time immediately prior to the Conversion (as hereinafter
defined), which was effective as of February 27, 1998, Mr. Berkman held
options ("MSI Options") to acquire 20,000 shares of the common stock of
Microwave Services, Inc., a Delaware corporation and a wholly owned
subsidiary of the Company ("MSI"), which had previously been granted under
the Microwave Services, Inc. 1996 Stock Incentive Plan (the "MSI Plan").
Effective as of February 27, 1998, all outstanding MSI Options, including
those held by Mr. Berkman, were converted into (the "Conversion") options
(which options are fully vested and exercisable) under the 1994 Plan (the
"Conversion Options") to purchase a number of shares of Class B Stock at an
exercise price per share such that the "spread value" of such MSI Options
(and the proportionality between the exercise price of such MSI Options and
the fair market value of a share of MSI common stock, as determined by the
committee of non-employee directors which administered the MSI Plan) would
be maintained in the Conversion Options. On February 27, 1998, the exact
number of shares of Class B Stock subject to, and the exercise price of,
Mr. Berkman's Conversion Options were determined to be 185,000 and $2.69,
respectively. Mr. Berkman did not pay any consideration in connection with
his receipt of Conversion Options.
On December 29, 1998, Monroe E. Berkman, the brother of Mr. Berkman,
transferred 251,674 shares of Class B Stock to the Monroe E. Berkman Family
Limited Partnership (the "Berkman Limited Partnership"). Mr. Berkman was
appointed as the sole general partner of the Berkman Limited Partnership
with a 1% general partnership interest. Mr. Berkman did not pay any
consideration for his 1% general partnership interest in the Berkman
Limited Partnership.
On March 4, 1999 (the "Grant Date"), Mr. Berkman donated 225,000
shares of Class B Stock beneficially owned by him individually to The Myles
P. Berkman 1999 Annuity Trust (the "Berkman Trust"), a private trust of
which Mr. Berkman is the sole trustee. Mr. Berkman received no
consideration in connection with his donation to the Berkman Trust.
As an inducement for AT&T Corp., a New York corporation ("AT&T"), and
Liberty Media Corporation, a Delaware corporation ("Liberty"), to enter
into the Agreement and Plan of Merger, dated as of May 28, 1999, by and
among AT&T, Liberty, A-Group Merger Corp., a wholly owned subsidiary of
AT&T ("Merger Sub"), and the Company (the "Merger Agreement"), and in
consideration thereof, Mr. Berkman, in his individual capacity and in his
capacity as Executor, trustee and general partner, entered into the Voting
Agreement (described in Item 4 of this Statement and incorporated herein by
reference). Except as set forth in the preceding sentence, neither AT&T nor
Liberty paid any consideration in connection with entering into the Voting
Agreement.
Item 4. Purpose of the Transaction.
Reference is made to Item 3 hereof for information regarding the
Roll-Over discussed therein, which information is incorporated herein by
reference. The purpose of the Roll-Over was to enable the holders of
outstanding ACORN Options to retain, through options to acquire Class B
Stock, the value of the equity incentive represented by such ACORN Options
after consummation of the Distribution and the SBC Merger.
With respect to the shares of Class B Stock acquired by Mr. Berkman
in the Distribution, reference is made to Item 3 hereof for information
relating to the Distribution discussed therein, which information is
incorporated herein by reference.
Subject to his obligations regarding the voting of shares of Class B
Stock as provided in the Voting Agreement (as defined below), and to the
conversion of shares of Class B Stock pursuant to the Merger (as defined
below), Mr. Berkman, in his capacity as an Executor, intends to hold the
shares of Class B Stock owned by the Estate for investment on behalf of the
Estate. In order to satisfy testamentary bequests, taxes and estate
administration expenses, and depending on, among other things, fiduciary
duties, market conditions and business developments, Mr. Berkman, in his
capacity as an Executor, may from time to time, on behalf of the Estate,
dispose of some or all of the shares of Class B Stock beneficially owned by
the Estate. The purpose of the Estate's gift of 150,000 shares of Class B
Stock to Harvard University was to satisfy a testamentary bequest under
Jack N. Berkman's will. Additionally, although he has no present intention
of doing so, and depending on, among other things, fiduciary duties, market
conditions and business developments, Mr. Berkman, in his capacity as an
Executor, may from time to time acquire additional shares of Class B Stock
on behalf of the Estate. The foregoing is qualified in its entirety by
reference to the fact that Mr. Berkman shares equally with the other two
Executors the power to dispose of and vote such shares of Class B Stock and
may not act alone in the disposition or voting of the shares of Class B
Stock beneficially owned by the Estate.
Reference is made to Item 3 hereof for information regarding the
Conversion discussed therein, which information is incorporated herein by
reference. The purpose of the Conversion was to provide the holders of
outstanding MSI Options with a more liquid form of equity award following
the initial public offering in November, 1997, of Teligent, Inc.
("Teligent"), a company originally founded by MSI and which, immediately
after consummation of such public offering was 41% owned by MSI. The MSI
Plan provided that in the event of certain transactions, including an
initial public offering by Teligent, MSI's Board of Directors or the
committee which administered the MSI Plan could make such equitable changes
or adjustments or take any other action that it deemed necessary or
appropriate with respect to the MSI Options.
Subject to his obligations regarding the voting of shares of Class B
Stock as provided in the Voting Agreement (as defined below), and to the
conversion of shares of Class B Stock pursuant to the Merger (as defined
below), Mr. Berkman, in his capacity as the sole general partner of the
Berkman Limited Partnership, intends to hold the shares of Class B Stock
owned by the Berkman Limited Partnership for investment on behalf of the
Berkman Limited Partnership. Depending on, among other things, fiduciary
duties, market conditions and business developments, Mr. Berkman, in his
capacity as the sole general partner of the Berkman Limited Partnership,
may from time to time, on behalf of the Berkman Limited Partnership,
dispose of some or all of the shares of Class B Stock beneficially owned by
the Berkman Limited Partnership. Additionally, although he has no present
intention of doing so, and depending on, among other things, fiduciary
duties, market conditions and business developments, Mr. Berkman, in his
capacity as the sole general partner of the Berkman Limited Partnership,
may from time to time acquire additional shares of Class B Stock on behalf
of the Berkman Limited Partnership.
Mr. Berkman established the Berkman Trust in furtherance of estate
planning objectives. Pursuant to the Berkman Trust, Mr. Berkman, or his
wife in the event of Mr. Berkman's death, is entitled to receive payments
on each of the first and second anniversary of the Grant Date (such two
year period being referred to herein as the "Trust Term") of a specified
percentage of the fair market value, as of the Grant Date, of the 225,000
shares of Class B Stock held by the Berkman Trust. The Berkman Trust
terminates five years after the expiration of the Trust Term, whereupon the
remaining principal of the Berkman Trust is to be paid to Mr. Berkman's
daughter, subject to the terms of the Berkman Trust. During the interim
period following the Trust Term, Mr. Berkman's daughter is the beneficiary
of the Berkman Trust.
On May 28, 1999, the Company entered into the Merger Agreement
providing, upon the terms and subject to the conditions set forth therein,
for the acquisition of the Company by means of a merger of the Company and
Merger Sub (the "Merger"), with the Company surviving the Merger. At the
effective time of the Merger (the "Effective Time"), each share of Class A
Common Stock and Class B Common Stock will be converted into AT&T common
stock and Class A Liberty Media Group Stock of AT&T. Consummation of the
Merger is subject to the approval of the Merger Agreement by the Company's
stockholders, the expiration of the applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, the
receipt of all required approvals of the Federal Communications Commission
and any other required regulatory approvals, and the satisfaction or waiver
of certain other conditions as more fully described in the Merger
Agreement.
On May 28, 1999, Mr. Berkman and certain other stockholders of the
Company (the "Stockholders") entered into a voting agreement (the "Voting
Agreement") with AT&T and Liberty. The Voting Agreement was entered into by
Mr. Berkman as an inducement to AT&T and Liberty to enter into the Merger
Agreement and in consideration thereof.
Pursuant to the Voting Agreement, Mr. Berkman has agreed with
Liberty, severally and not jointly with the other Stockholders, to vote all
of the shares of Class B Stock that he has the right to vote or direct the
voting as of the applicable record date (a) in favor of adoption and
approval of the Merger Agreement and the Merger, and (b) against any other
merger, consolidation, reorganization, other business combination, or
recapitalization involving the Company, for the acquisition of a 25% or
greater interest in the equity of the Company, for the acquisition of the
right to cast 25% or more of the votes on any matter with respect to the
Company, or for the acquisition of more than 25% of the assets of the
Company and certain of its subsidiaries, taken as a whole (an "Alternative
Proposal").
In addition, in the Voting Agreement, Mr. Berkman has agreed with
Liberty that he will not directly or indirectly sell, pledge, encumber,
grant any proxy or enter into any voting or similar agreement with respect
to, transfer or otherwise dispose of (collectively, a "Transfer"), or agree
or contract to Transfer, any shares of Class A Stock (or interest therein)
subject to the Voting Agreement with respect to which Mr. Berkman directly
or indirectly controls the right to Transfer, except that he may (i) pledge
such shares of Class A Stock so long as he retains full voting rights with
respect to such pledged shares (even in the event of foreclosure by the
pledgee), or (ii) Transfer to any person or entity (including without
limitation an estate) who or which shall have agreed in writing with
Liberty to be bound by the Voting Agreement. The Voting Agreement imposes
no restrictions on the ability of Mr. Berkman to transfer or otherwise
dispose of any shares of Class B stock beneficially owned by him.
The Voting Agreement terminates upon the earliest to occur of (i) the
Effective Time, or (ii) the date on which the Merger Agreement is
terminated in accordance with its terms, provided, however, that if the
Merger Agreement is terminated as a result of (A) the stockholders of the
Company failing to approve the Merger Agreement and Merger, or (B) the
Company's Board of Directors withdrawing or modifying (in a manner adverse
to AT&T or Liberty) its approval or recommendation of the Merger, or
approving, recommending or authorizing the Company to enter into, an
agreement with respect to an Alternative Proposal, then the Voting
Agreement shall terminate upon the earlier of (A) six months after such
termination of the Merger Agreement, or (B) the date of payment of any
termination fee that may be payable as a result of such termination of the
Merger Agreement.
The foregoing description of the Merger Agreement and the Merger, and
the Voting Agreement, respectively, do not purport to be complete and are
qualified in their entirety by reference to the Merger Agreement and the
Voting Agreement, respectively, a copy of which, in the case of the Merger
Agreement, is incorporated by reference as Exhibit B hereto and, in the
case of the Voting Agreement, is attached hereto as Exhibit C, both of
which agreements are incorporated herein by reference.
Although he has no current plans to do so (other than as disclosed in
this Statement), from time to time Mr. Berkman may acquire additional
shares of Class B Stock (including without limitation through the exercise
of options to purchase Class B Stock held by Mr. Berkman as described
herein) or dispose of some or all of the shares of Class B Stock
beneficially owned by him. As he is a director and executive officer of the
Company, Mr. Berkman participates in the formulation, determination and
direction of the business policies of the Company which, in the normal
course, are continually reviewed and evaluated. Therefore, Mr. Berkman may
be deemed to be a "controlling person" of the Company.
With respect to the Company and except as set forth or incorporated
by reference in this Statement, Mr. Berkman currently has no plans or
proposals which would relate to or which would result in:
(a) the acquisition by any person of additional securities
of the Company or the disposition of securities of the Company;
(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 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, by-laws or
instruments corresponding thereto 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;
(i) a class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934; or
(j) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) Mr. Berkman beneficially owns 4,104,346 shares of Class B Stock,
representing approximately 21.1% of the total number of shares of Class B
Stock outstanding as of May 28, 1999. Such shares of Class B Stock include
(i) 444,456 shares beneficially owned by Mr. Berkman individually, (ii)
225,000 shares held by the Berkman Trust, of which Mr. Berkman is the sole
trustee, (iii) fully vested, currently exercisable Roll-Over Options (as
described in Item 3 hereof, which description is incorporated herein by
reference) to purchase 278,500 shares of Class B Stock, (iv) fully vested,
currently exercisable Company Options (as described in Item 3 hereof, which
description is incorporated herein by reference) to purchase 300,000 shares
of Class B Stock, (v) fully vested, currently exercisable Conversion
Options (as described in Item 3 hereof, which description is incorporated
herein by reference) to purchase 185,000 shares of Class B Stock, (vi)
251,674 shares held by the Berkman Limited Partnership, of which Mr.
Berkman is the sole general partner, (vii) 9,450 shares which Mr. Berkman
owns jointly with his wife, Carol E. Berkman, and (viii) 2,410,266 shares
beneficially owned by the Estate as to which Mr. Berkman disclaims
beneficial ownership. The shares of Class B Stock beneficially owned by Mr.
Berkman do not include 1,026 shares of Class B Stock beneficially owned by
Mr. Berkman's wife individually and as to which he disclaims beneficial
ownership.
Mr. Berkman disclaims beneficial ownership of any shares of
Class B Stock beneficially owned by the two other Executors.
By virtue of the Voting Agreement, Mr. Berkman may be deemed to have
formed a "group" with Liberty, for purposes of Section 13(d)(3) of the
Exchange Act and Rule 13d-5(b)(1) thereunder. However, Mr. Berkman
expressly declares that the filing of this Statement shall not be construed
as an admission by him, and Mr. Berkman expressly disclaims, that he has
formed or is a member of any such group, and he disclaims beneficial
ownership of any shares of Class B Stock that may be beneficially owned or
be deemed to be beneficially owned by Liberty or any such group.
(b) Mr. Berkman has the sole power to vote or to direct the vote,
subject to the terms of the Voting Agreement, and sole power to dispose or
to direct the disposition, of each of (i) the 1,207,956 shares of Class B
Stock beneficially owned by him individually (assuming the exercise of the
Roll-Over Options, the Company Options and the Conversion Options held by
him), (ii) the 225,000 shares of Class B Stock held by the Berkman Trust
and (iii) the 251,674 shares of Class B Stock held by the Berkman Limited
Partnership.
Mr. Berkman shares with his wife the power to vote and to
direct the vote and to dispose or to direct the disposition of the 9,450
shares of Class B Stock beneficially owned by Mr. Berkman jointly with his
wife, subject to the terms of the Voting Agreement. Mr. Berkman shares with
the two other Executors the power to vote and to direct the vote and,
subject to the terms of the Voting Agreement, to dispose or to direct the
disposition of the 2,410,266 shares of Class B Stock beneficially owned by
the Estate.
By virtue of the Voting Agreement, Mr. Berkman may be deemed to
share with Liberty the power to vote or to direct the vote of the shares of
Class B Stock beneficially owned by him. However, (i) Liberty is not
entitled to any rights as a stockholder of the Company as to any such
shares of Class B Stock and (ii) the filing of this Amendment No. 2 should
not be construed as an admission that Mr. Berkman, and Mr. Berkman
expressly disclaims that he, shares such voting power with Liberty.
(c) Except for the entering into the Voting Agreement, Mr. Berkman
has not effected any transaction in the shares of Class B Stock during the
past sixty days.
(d) With respect to the 9,450 shares of Class B Stock beneficially
owned by Mr. Berkman jointly with his wife, as described under Item 5(a)
above, Mr. Berkman's wife may be deemed to have the right to receive or
direct the receipt of dividends from, or the proceeds from the sale of,
such shares. With respect to the shares of Class B Stock beneficially owned
by the Estate, the Estate or the beneficiaries under Mr. Jack N. Berkman's
will (which indirectly include Mr. Berkman, his brothers Monroe Berkman and
Stephen Berkman and, under certain circumstances, their respective spouses
and descendants) may be deemed to have the right to receive or direct the
receipt of the dividends from, or the proceeds from the sale of, such
shares. With respect to the shares of Class B Stock beneficially owned by
the Berkman Limited Partnership, the partners of the Berkman Limited
Partnership, including Mr. Berkman, may be deemed to have the right to
receive or direct the receipt of the dividends from, or the proceeds from
the sale of, such shares. With respect to the shares of Class B Stock held
by the Berkman Trust, the trust, trustee or trust beneficiaries may be
deemed to have the right to receive or direct the receipt of dividends
from, or proceeds from the sale of, such shares. With respect to all other
shares of Class B Stock beneficially owned by Mr. Berkman, Mr. Berkman is
not aware of any other person who may be deemed to have the right to
receive or direct the receipt of the dividends from, or the proceeds from
the sale of, such shares.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the
Issuer.
Reference is made to Items 3 and 4 above for information relating to
(i) the Roll-Over Options, the Company Options and the Conversion Options,
(ii) the Distribution, (iii) the Letters Testamentary and the Estate
Options, (iv) the Berkman Limited Partnership, (v) the Berkman Trust and
(vi) the Voting Agreement, which information is incorporated herein by
reference. Reference is also made to Item 5(d) above for information
relating to Mr. Jack N. Berkman's will, which information is incorporated
herein by reference.
Except as described or incorporated by reference in this Statement,
Mr. Berkman does not have any contracts, arrangements, understandings or
relationships (legal or otherwise) with any person with respect to any
securities of the Company, including but not limited to the transfer or
voting of any of such securities, finder's fees, joint ventures, loan or
option arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
Exhibit A: Pages 38 through 40, inclusive, of the Company's
Registration Statement on Form 10/A filed with the
Securities and Exchange Commission on November 15, 1994.(*)
Exhibit B: Merger Agreement(**)
Exhibit C: Voting Agreement
- --------
(*) This material was filed as Exhibit A to the Original Statement. Such
Exhibit has been omitted in this electronic filing pursuant to
Section 232.102 of Regu lation S-T.
(**) Incorporated herein by reference to Exhibit 2.1 to the Current Report
on Form 8-K of The Associated Group, Inc. dated June 2, 1999.
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: June 11, 1999
/s/ Myles P. Berkman
------------------------------
Myles P. Berkman
EXHIBIT INDEX
Exhibit Description
A Pages 38 through 40, inclusive, of the Company's
Registration Statement on Form 10/A filed with the
Securities and Exchange Commission on November 15, 1994.(*)
B Merger Agreement(**)
C Voting Agreement
- --------
* Incorporated herein by reference to the Original State ment dated
January 10, 1995 and filed with the Securi ties and Exchange
Commission on January 19, 1995. Such Exhibit has been omitted in this
electronic filing pursuant to Section 232.102 of Regulation S-T.
** Incorporated herein by reference to Exhibit 2.1 to the Current Report
on Form 8-K of The Associated Group, Inc. dated June 2, 1999.
Exhibit C
AGREEMENT
THIS AGREEMENT (this "Agreement"), dated as of May 28, 1999, is
entered into by and among AT&T Corp., a New York corporation ("Parent"),
Liberty Media Corporation, a Delaware corporation ("Liberty"), on the one
hand, and the other parties named on the signature pages of this Agreement
(collectively, the "Stockholders"), on the other hand.
WHEREAS, concurrently herewith, Parent, Liberty, A-Group Merger
Corp., a Delaware corporation and a wholly owned subsidiary of Parent
("Merger Sub"), and The Associated Group, Inc., a Delaware corporation (the
"Company"), are entering into an Agreement and Plan of Merger (as amended
or supplemented from time to time, the "Merger Agreement");
WHEREAS, as of the date hereof, the Stockholders own and/or
have the power to vote, as applicable, the number of Shares (as defined
below) set forth in Schedule I hereto;
WHEREAS, the Board of Directors of the Company has, prior to
the execution of this Agreement, duly and validly approved and adopted the
Merger Agreement, and has approved this Agreement (solely for purposes of
paragraph (a)(1) of Section 203 of the DGCL as may be applicable to Parent
or Liberty with respect to the Company by virtue of this Agreement) and
such approvals and adoption have not been withdrawn;
WHEREAS, approval of the Merger Agreement by the Company's
stockholders is a condition to the consummation of the Merger; and
WHEREAS, as a condition to its entering into the Merger
Agreement, Liberty has required that each Stockholder agree, and each
Stockholder has agreed, to enter into this
Agreement;
WHEREAS, capitalized terms used herein (including in Schedules
I and II hereto) but not defined herein shall have the respective meanings
ascribed thereto in the Merger
Agreement.
NOW, THEREFORE, in consideration of the foregoing and the
mutual covenants and agreements set forth herein, the parties hereto agree
as follows:
Section 1. Agreement to Vote.
(a) Each Stockholder hereby agrees with Liberty to attend the
Special Meeting of the Company (or any other meeting of stockholders of the
Company at which the Merger Proposal is to be submitted to a vote of the
stockholders of the Company), in person or by proxy, and to vote (or cause
to be voted) all Shares and any other voting securities of the Company
(including any such securities acquired hereafter) that such Stockholder
has the right to vote or direct the voting as of the applicable record date
(collectively, the "Covered Shares"), for approval and adoption of the
Merger Agreement, the Merger and any related action reasonably required in
furtherance thereof and duly submitted to a vote of the stockholders at the
Special Meeting or any other meeting of stockholders of the Company, such
agreement to vote to apply also to any adjournment or adjournments or
postponement or postponements of the Special Meeting (or any such other
meeting). Each Stockholder hereby further agrees with Liberty that he, she
or it shall, from time to time, in connection with any consent or proxy
solicitation relating to the Merger Agreement, timely execute and deliver
(or cause to be timely executed and delivered) a written consent or proxy
with respect to any Covered Shares in favor of the approval and adoption of
the Merger Agreement, the Merger and any related action reasonably required
in furtherance thereof as contemplated by the immediately preceding
sentence.
(b) Each Stockholder hereby agrees with Liberty to vote (or
cause to be voted) any Covered Shares against any Alternative Proposal and
any related action reasonably required in furtherance thereof, at any
meeting of stockholders of the Company (including any adjournments or
postponements thereof) called to consider and vote on any Alternative
Proposal. Each Stockholder further agrees with Liberty that, in connection
with any consent or proxy solicitation relating to a Alternative Proposal,
such Stockholder will timely execute and deliver (or cause to be timely
executed and delivered) a written consent or proxy with respect to any
Covered Shares against any Alternative Proposal as contemplated by the
immediately preceding sentence.
(c) To the extent inconsistent with the foregoing provisions of
this Section 1, each Stockholder acknowledges and agrees with Liberty that
such Stockholder hereby revokes any and all previous proxies with respect
to such Stockholder's Covered Shares.
(d) Notwithstanding any other provision of this Agreement,
nothing contained herein shall (i) restrict, limit or prohibit in any
manner any Stockholder (including in such Stockholder's representative
capacity) who is a director or officer of the Company, any Subsidiary of
the Company or of Tokyo or any Subsidiary of Tokyo, from taking any action
or omitting to act in his capacity as such a director or officer or (ii)
require any Stockholder (including in such Stockholder's representative
capacity) to, or to seek to, cause any director or officer of the Company,
any Subsidiary of the Company or of Tokyo or any Subsidiary of Tokyo, to
take or omit to take any action in his capacity as such a director or
officer; provided that nothing in this Section 1(d) shall be deemed to
relieve any Stockholder from such Stockholder's obligations under Sections
1, 2 and 3 of this Agreement.
Section 2. Disposition of Shares. Each Stockholder hereby
agrees with Liberty that such Stockholder will not directly or indirectly
sell, pledge, encumber, grant any proxy or enter into any voting or similar
agreement with respect to, transfer or otherwise dispose of (collectively,
"Transfer"), or agree or contract to Transfer, any Shares (or any interest
therein) with respect to which a Stockholder directly or indirectly
controls the right to Transfer, except for (i) any pledge by a Stockholder
of Shares so long as the Stockholder retains full voting rights with
respect to such Shares (even in the event of a foreclosure by the pledgee)
or (ii) any such Transfer to any Person or entity (including without
limitation an estate) who or which shall have agreed in writing with
Liberty to be bound by this Agreement as a Stockholder (any direct or
indirect transferee referred to in clauses (i) and (ii) above being
referred to as a "Permitted Transferee").
Section 3. Further Assurances. Each Stockholder agrees with
Liberty that such Stockholder will execute and deliver such additional
instruments and other documents and shall take such further actions as may
be reasonably necessary to effectuate, carry out and comply with such
Stockholder's obligations under this Agreement in accordance with the terms
hereof. Without limiting the generality of the foregoing, each Stockholder
agrees with Liberty that such Stockholder will not enter into any agreement
or arrangement (or alter, amend or terminate any existing agreement or
arrangement) or take any other action (or fail to take any other action) if
such action (or failure) would materially impair the ability of such
Stockholder to effectuate, carry out or comply with all the terms of this
Agreement. Parent and Liberty each agree to cooperate with each Stockholder
in connection with any filings required to be made by such Stockholder
relating to this Agreement, the Merger Agreement or the transactions
contemplated hereby or thereby.
Section 4. Representations and Warranties of Parent and Liberty.
(a) Parent represents and warrants to each Stockholder as
follows: This Agreement has been duly executed and delivered by a duly
authorized officer of Parent and constitutes a valid and binding agreement
of Parent, enforceable against
Parent.
(b) Liberty represents and warrants to each Stockholder as
follows: Each of this Agreement and the Merger Agreement has been approved
by the Board of Directors of Liberty, in each case representing all
necessary corporate action on the part of Liberty. Each of this Agreement
and the Merger Agreement has been duly executed and delivered by a duly
authorized officer of Liberty. Each of this Agreement and the Merger
Agreement constitutes a valid and binding agreement of Liberty, enforceable
against Liberty.
Section 5. Representations and Warranties of the Stockholders.
Each Stockholder severally represents and warrants (solely with
respect to such Stockholder) to Liberty as follows:
(a) Such Stockholder has the power and authority to execute and
deliver this Agreement. This Agreement has been duly executed and delivered
by such Stockholder. This Agreement constitutes the valid and binding
agreement of such Stockholder. Such Stockholder has the full power and
authority to vote (or cause to be voted), or execute (or cause to be
executed) a consent with respect to, all Shares as contemplated hereby. The
securities of the Company listed next to the name of such Stockholder on
Schedule I hereto are the only shares of Company Class A Common Stock of
the Company over which such Stockholder has the power to vote (or direct
the voting) (such shares of Company Class A Common Stock being referred to
as the "Shares").
(b) Each Stockholder is the lawful owner of the Shares listed
on Schedule I as owned by such Stockholder, free and clear of all liens,
charges, encumbrances and commitments of every kind, other than this
Agreement and as set forth on Schedule II hereto, and each Stockholder has
the power to vote or cause to be voted (including by granting an
irrevocable power to vote or executing a written consent) such Shares so
listed. The execution and delivery by such Stockholder of this Agreement do
not violate or breach any contract, instrument, agreement or arrangement to
which such Stockholder is a party or by which such Stockholder is bound or,
to the best knowledge and belief of such Stockholder, any law applicable to
such Stockholder.
Section 6. Effectiveness; Term of Agreement; Termination. It is
a condition precedent to the effectiveness (and the commencement of the
term) of this Agreement that the Merger Agreement shall have been duly
adopted and approved and executed and delivered by the parties thereto.
Subject to the immediately preceding sentence, the term of this Agreement
shall commence on the date hereof, and such term and this Agreement shall
terminate automatically upon the earliest to occur of (a) the Effective
Time or (b) the termination of the Merger Agreement in accordance with its
terms, provided, however, that if the Merger Agreement is terminated
pursuant to Section 9.1(ii)(D) or Section 9.1(iii) thereof, in either case
without regard to whether any Termination Fee becomes payable following
such termination, this Agreement shall terminate upon the earlier of (i)
the date which is six months after such termination of the Merger Agreement
or (ii) the date on which a Termination Fee is paid. Upon such termination
of this Agreement, no party shall have any obligation or liability
hereunder; provided that if such termination is pursuant to clause (b)
immediately above, such termination shall not relieve any party from
liability for any breach of this Agreement prior to such termination.
Section 7. Miscellaneous.
(a) Notices, Etc. All notices, requests, demands or other
communications required by or otherwise with respect to this Agreement
shall be in writing and shall be deemed to have been duly given to any
party when delivered personally (by courier service or otherwise), when
delivered by telecopy and confirmed by return telecopy, or one day after
being sent by courier service that guarantees overnight delivery to the
applicable addresses (or facsimile numbers) set forth below:
If to Parent:
AT&T Corp.
295 North Maple Avenue
Basking Ridge, NJ 07920
Attention: Vice President-Law and Corporate Secretary
Facsimile: (908) 221-6618
with a copy to:
Wachtell, Lipton, Rosen & Katz
51 W. 52nd Street
New York, NY 10019
Attention: David Silk, Esq.
Facsimile: (212) 403-2000
If to Liberty:
Liberty Media Corporation
9197 South Peoria Street
Englewood, CO 80112
Attention: Charles Y. Tanabe, Esq.
Facsimile: (720) 875-5382
with a copy to:
Baker & Botts, L.L.P.
599 Lexington Ave.
New York, NY 10022
Attention: John L. Graham, Esq.
Facsimile: (212) 705-5125
If to any Stockholder, to such Stockholder c/o:
Myles P. Berkman
The Associated Group, Inc.
200 Gateway Towers
Pittsburgh, PA 15222
Facsimile: (412) 281-1914
with a copies to:
Skadden, Arps, Slate, Meagher & Flom LLP
One Beacon Street
Boston, MA 02108
Attention: Kent A. Coit, Esq.
Facsimile: (617) 573-4822
and
Scott G. Bruce, Esq.
The Associated Group, Inc.
Three Bala Plaza East
Suite 502
Bala Cynwyd, PA 19004
Facsimile: (610) 660-4920
and
Dechert Price & Rhoads
1717 Arch Street
Philadelphia, PA 19103
Attention: Barton J. Winokur, Esq.
Facsimile: (215) 994-2222
or to such other address as such party shall have designated by notice so
given to each other party.
(b) Amendments, Waivers, Etc. This Agreement may not be
amended, changed, supplemented, waived or otherwise modified or terminated
except by an instrument in writing signed by Liberty and each Stockholder.
(c) Successors and Assigns. This Agreement shall be binding
upon and shall inure to the benefit of and be enforceable by the parties
and their respective successors and assigns, including without limitation
in the case of Parent or Liberty any corporate successor by merger or
otherwise, and in the case of a Stockholder any Permitted Transferee,
including any trustee, executor, heir, legatee or personal representative
succeeding to the ownership of (or power to vote) such Stockholder's
Covered Shares or other securities subject to this Agreement (including as
a result of the death, disability or incapacity of a Stockholder).
(d) Entire Agreement. This Agreement embodies the entire
agreement and understanding among the parties relating to the subject
matter hereof and supersedes all prior agreements and understandings
relating to such subject matter. There are no representations, warranties
or covenants by the parties hereto relating to such subject matter other
than those expressly set forth in this Agreement.
(e) Severability. If any term of this Agreement or the
application thereof to any party or circumstance shall be held invalid or
unenforceable to any extent, the remainder of this Agreement and the
application of such term to the other parties or circumstances shall not be
affected thereby and shall be enforced to the greatest extent permitted by
applicable law, provided that in such event the parties shall negotiate in
good faith in an attempt to agree to another provision (in lieu of the term
or application held to be invalid or unenforceable) that will be valid and
enforceable and will carry out the parties' intentions hereunder.
(f) Specific Performance. The parties acknowledge that money
damages are not an adequate remedy for violations of this Agreement and
that any party may, in its sole discretion, apply to a court of competent
jurisdiction for specific performance or injunctive or such other relief as
such court may deem just and proper in order to enforce this Agreement or
prevent any violation hereof and, to the extent permitted by applicable
law, each party waives any objection to the imposition of such relief for
any such violation.
(g) Remedies Cumulative. All rights, powers and remedies
provided under this Agreement or otherwise available in respect hereof at
law or in equity shall be cumulative and not alternative, and the exercise
or beginning of the exercise of any thereof by any party shall not preclude
the simultaneous or later exercise of any other such right, power or remedy
by such party.
(h) No Waiver. The failure of any party hereto to exercise any
right, power or remedy provided under this Agreement or otherwise available
in respect hereof at law or in equity, or to insist upon compliance by any
other party hereto with its obligations hereunder, and any custom or
practice of the parties at variance with the terms hereof, shall not
constitute a waiver by such party of his or her right to exercise any such
or other right, power or remedy or to demand such compliance.
(i) No Personal Liability for Stockholder Representatives; No
Third Party Beneficiaries; Severability; No Liability of Stockholders to
Parent. It is expressly understood and agreed that no executor, trustee,
officer, director, or other representative of a Stockholder shall have any
personal liability hereunder as a result of such person's execution and
delivery of this Agreement or for any acts or omissions in such person's
capacity as such executor, trustee, officer, director or other
representative. This Agreement is not intended to be for the benefit of and
shall not be enforceable by any person or entity who or which is not a
party hereto. The representations and warranties of each Stockholder
contained herein and the obligations of each Stockholder hereunder are
several and not joint, and no Stockholder shall be liable for any
representation, warranty, agreement, action or inaction of any other
Stockholder. Notwithstanding any other provision of this Agreement, no
Stockholder shall have any liability to Parent hereunder in respect of any
representation, warranty, covenant, agreement or any other obligation of
any Stockholder set forth herein.
(j) Jurisdiction. Each party hereby irrevocably submits to the
exclusive jurisdiction of the Court of Chancery in the State of Delaware or
the United States District Court for the Southern District of New York or
any court of the State of New York located in the City of New York in any
action, suit or proceeding arising in connection with this Agreement, and
agrees that any such action, suit or proceeding shall be brought only in
such court (and waives any objection based on forum non conveniens or any
other objection to venue therein); provided, however, that such consent to
jurisdiction is solely for the purpose referred to in this paragraph (j)
and shall not be deemed to be a general submission to the jurisdiction of
said Courts or in the States of Delaware or New York other than for such
purposes. Each party hereto hereby waives any right to a trial by jury in
connection with any such action, suit or proceeding.
(k) Governing Law. This Agreement and all disputes hereunder
shall be governed by and construed and enforced in accordance with the laws
of the State of Delaware, including the General Corporation Law of the
State of Delaware, to the fullest extent possible.
(l) Name, Captions, Gender. The name assigned to this Agreement
and the section captions used herein are for convenience of reference only
and shall not affect the interpretation or construction hereof. Whenever
the context may require, any pronoun used herein shall include the
corresponding masculine, feminine or neuter forms.
(m) Counterparts. This Agreement may be executed in any number
of counterparts, each of which shall be deemed to be an original, but all
of which together shall constitute one instrument. Each counterpart may
consist of a number of copies each signed by less than all, but together
signed by all, the parties hereto.
(n) Expenses. Except as may otherwise be agreed in any
agreement between Parent and Liberty (solely with respect to such parties),
Parent, Liberty and each Stockholder shall be responsible for its, his or
her own expenses incurred in connection with this Agreement and the
transactions contemplated hereby.
IN WITNESS WHEREOF, the parties have duly executed this
Agreement as of the date first above written.
AT&T CORP.
By: /s/ Daniel E. Somers
------------------------------
Name: Daniel E. Somers
Title: Senior Executive Vice
President and CFO
LIBERTY MEDIA CORPORATION
By: /s/ Charles Y. Tanabe
-------------------------------
Name: Charles Y. Tanabe
Title: Senior Vice President
and General Counsel
STOCKHOLDERS:
/s/ Myles P. Berkman
-----------------------------------
Myles P. Berkman
/s/ David J. Berkman
-----------------------------------
David J. Berkman
/s/ Lillian R. Berkman
-----------------------------------
Lillian R. Berkman
Estate of Jack N. Berkman
By: /s/ Myles P. Berkman
--------------------------------
Myles P. Berkman, as
Executor
/s/ Lillian R. Berkman
-----------------------------------
Lillian R. Berkman, as
Executor
/s/ Donald H. Jones
-----------------------------------
Donald H. Jones,
as Executor
Sybiel B. Berkman Foundation
By: /s/ Myles P. Berkman
-------------------------------
Myles P. Berkman, as Trustee
Monroe E. Berkman Family
Limited Partnership
By: /s/ Myles P. Berkman
-------------------------------
Myles P. Berkman, as
General Partner
Stephen L. Berkman Trust
By: /s/ Lillian R. Berkman
-------------------------------
Lillian R. Berkman, as Trustee
Monroe E. Berkman Trust
By: /s/ Lillian R. Berkman
-------------------------------
Lillian R. Berkman, as Trustee
SCHEDULE I
Company Class A
Stockholder Common Stock
----------- ------------
David J. Berkman 13,626
Sybiel B. Berkman Foundation 200,000
Monroe E. Berkman Family Limited Partnership 270,938
Estate of Jack N. Berkman 2,332,416
Lillian R. Berkman 450,000
Stephen L. Berkman Trust 125,802
Monroe E. Berkman Trust 125,802
Myles P. Berkman 681,642
-------------
Total 4,200,226
