SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(AMENDMENT NO. 3)
TELIGENT, INC.
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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)
87959Y 10 3
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(CUSIP Number)
Myles P. Berkman
Chairman, Chief Executive Officer and President
The Associated Group, Inc.
200 Gateway Towers
Pittsburgh, Pennsylvania 15222
(412) 281-1907
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
With a copy to:
Scott G. Bruce, Esq.
Vice President, General Counsel
and Secretary
The Associated Group, Inc.
Three Bala Plaza East, Suite 502
Bala Cynwyd, Pennsylvania 19004
and to:
Kent A. Coit, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
One Beacon Street
Boston, Massachusetts 02108
September 30, 1999
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(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 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 copes of the schedule including all exhibits. See Rule 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 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).
This Amendment No. 3 to Schedule 13D (this "Amendment No. 3") is
being filed by The Associated Group, Inc., a Delaware corporation
("Associated"), and Microwave Services, Inc., a Delaware corporation and a
wholly owned subsidiary of Associated ("MSI" and, together with Associated,
the "Reporting Persons"), and amends to the extent set forth herein Items
4,6 and 7 of a Statement on Schedule 13D dated December 8, 1997 (the
"Initial Schedule 13D"), as amended by Amendment No. 1 dated March 9, 1998
("Amendment No. 1") and Amendment No. 2 dated June 10, 1999 ("Amendment
No. 2" and, the Initial Schedule 13D, as amended by Amendment No. 1 and
Amendment No. 2, the "Existing Schedule 13D"), filed by the Reporting
Persons relating to the Class A Common Stock, par value $.01 per share (the
"Class A Common Stock") of Teligent, Inc., a Delaware corporation (the
"Company"). The Existing Schedule 13D, as amended by this Amendment No. 3,
is sometimes referred to herein as the "Schedule 13D". In accordance with
Rule 12b-15 under the Securities Exchange Act of 1934, this Amendment No. 3
sets forth the complete text of each of Items 4,6 and 7 of the Existing
Schedule 13D, as amended by this Amendment No. 3. Capitalized terms used
in this Amendment No. 3 and not otherwise defined shall have the respective
meanings ascribed to such terms in the Existing Schedule 13D.
Item 4. Purpose of Transaction
Item 4 of the Existing Schedule 13D is hereby amended in its
entirety to read as follows:
Reference is made to the discussion in Item 3 hereof, which is
incorporated herein by reference, for a description of the Reorganization
Merger. The Reorganization Merger was effected in connection with and
immediately prior to the consummation on November 26, 1997 of the Company's
initial public offering of its Class A Common Stock (the "IPO").
The Reporting Persons have no current plans to dispose of shares
of Common Stock (see the description of the Merger Agreement set forth
below in this Item 4). However, subject to their obligations under the
Merger Agreement, and under certain agreements described under Item 6
below, the Reporting Persons may in the future dispose of shares of Common
Stock in the market, in privately negotiated transactions or otherwise. In
addition, while they have no current plans to do so, the Reporting Persons
reserve the right to acquire additional shares of Common Stock, through
market purchases, in privately negotiated transactions or otherwise,
including pursuant to the exercise of their rights under the agreements
described under Item 6 below.
Under the Certificate of Incorporation, MSI, as the record holder
of all outstanding shares of Series B-1 Common Stock which constitutes more
than 20% of the aggregate number of issued and outstanding shares of Common
Stock, is entitled to elect a majority of the Company's Board of Directors,
which is currently comprised of seven directors. The Reporting Persons
understand that the Company intends to expand its Board of Directors to the
extent necessary under the rules of the Nasdaq National Market or otherwise
to maintain the requisite number of directors who are not officers of or
perform other duties for the Company (other than serving as such
directors). Upon any such expansion, as contemplated by the Certificate of
Incorporation, the Company's Board of Directors will be further increased
and additional individuals elected as directors by MSI as the holder of
Series B-1 Common Stock so that its designees will continue to constitute a
majority of the Company's Board of Directors. See the discussion under
Item 6.
On May 28, 1999, Associated entered into the Merger Agreement,
providing, upon the terms and subject to the conditions set forth therein,
for the acquisition of Associated by means of a merger of Merger Sub with
and into Associated (the "Merger"), with Associated surviving the Merger
(the "Surviving Entity"). Liberty has advised Associated that following
the Merger, the Surviving Entity will become part of the Liberty Media
Group, which is a "tracking stock" group of AT&T principally consisting of
the assets and business of Liberty and its subsidiaries as well as certain
other indirect subsidiaries of AT&T which have assets and businesses
related to those of Liberty. Consummation of the Merger is subject to the
approval of the Merger Agreement by Associated'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.
Upon consummation of the Merger, the Telcom Stockholder may have
the right, pursuant to the Members Agreement (as defined in Item 6), to
require Associated or MSI to take the actions described in the second
sentence under the caption "Members Agreement" in Item 6 of the Schedule
13D, including converting the shares of Series B-1 Common Stock held by
Associated or MSI into Class A Common Stock and causing one of MSI's
designees on the Company's Board of Directors to resign so that such
designees will no longer constitute a majority of the Company's Board of
Directors. The foregoing description of certain provisions of the Members
Agreement does not purport to be complete, and is qualified in its entirety
by reference to the description thereof in Item 6 of the Schedule 13D and
to the Members Agreement included as Exhibit 1 to the Schedule 13D, which
description and Exhibit are incorporated herein by reference.
The Merger Agreement provides that Associated or a subsidiary
thereof will take all action necessary to cause to be elected to the
Company's Board of Directors, effective immediately prior to the effective
time of the Merger (the "Effective Time"), three persons or such lesser
number designated by Liberty Media. Pursuant to a letter agreement dated
September 30, 1999 (the "Liberty Letter Agreement"), Liberty has agreed
with Associated that Liberty will designate no more than two persons for
election to the Company's Board of Directors. Such designees of Liberty
Media will replace the same number of current directors on the Company's
Board of Directors elected by MSI pursuant to the terms of the Series B-1
Common Stock held by MSI. It is a condition to AT&T's and Merger Sub's
obligation to consummate the Merger (which condition is solely for the
benefit of, and may be asserted solely by, Liberty) that the persons so
designated by Liberty have been so elected to (and not removed from) the
Company's Board of Directors. As described above, Associated anticipates
that upon consummation of the Merger, at least one of the then remaining
members of the Company's Board of Directors previously elected by MSI
pursuant to the terms of the Series B-1 Common Stock held by MSI will
resign, so that the members of the Company's Board of Directors which will
have been designated by MSI, including the directors selected by Liberty
pursuant to the Merger Agreement (as modified by the Liberty Letter
Agreement), will no longer comprise a majority of the Company's Board of
Directors. The foregoing description of the Liberty Letter Agreement does
not purport to be complete, and is qualified in its entirety by reference
to the Liberty Letter Agreement included as Exhibit 8 to the Schedule 13D
and incorporated herein by reference.
Upon conversion of the Series B-1 Common Stock into Class A
Common Stock as may be required by the Members Agreement, there will be no
shares of Series B-1 Common Stock outstanding. Accordingly, after such
conversion, neither Associated, MSI, Liberty nor any other person or entity
would have the right, currently held by MSI as the holder of the Series B-1
Common Stock, under the Certificate of Incorporation as described above to
elect a majority of the Company's Board of Directors. The holder(s) of the
Class A Common Stock issued upon such conversion of the Series B-1 Common
Stock, together with all other holders of Common Stock (Class A and Class
B), would vote generally for members of the Company's Board of Directors,
other than such member currently elected by the Telcom Stockholder as the
holder of Series B-2 Common Stock and such member currently elected by
NTTA&T as the holder of the Series B-3 Common Stock.
In the Merger Agreement, Associated has agreed with Liberty Media
that, prior to the Effective Time, subject to certain exceptions,
Associated will not, and will not cause or permit any of its subsidiaries
(excluding for this purpose the Company) to, (i) voluntarily sell, dispose
of, tender or exchange or agree to sell, dispose of, tender or exchange any
shares of Common Stock, including without limitation, any such sale or
disposition in connection with a tender offer, exchange offer or similar
transaction, (ii) vote or execute a written consent or proxy with respect
to any such shares in favor of any acquisition by any person or entity
(other than a direct or indirect wholly owned subsidiary of the Company) of
the Company, of a 25% or greater equity interest in the Company, or of a
substantial portion of the assets of the Company, or agree with any other
person or entity to vote, or execute a written consent or proxy, with
respect to any such shares or (iii) publicly express support for any
transaction described in clause (ii) above by any means including, without
limitation, by publicly expressing an intention to take any of the
prohibited actions described above. The foregoing prohibitions were
required by Liberty as terms of the Merger Agreement, and may only be
waived or amended by a writing executed by Associated and Liberty Media
(without any action of AT&T or Merger Sub required).
The foregoing description of the Merger and certain provisions of
the Merger Agreement does not purport to be complete and is qualified in
its entirety by reference to the Merger Agreement, which is incorporated by
reference as Exhibit 7 to the Schedule 13D and is incorporated herein by
reference.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
Item 6 of the Existing Schedule 13D is hereby amended in its
entirety to read as follows:
MEMBERS AGREEMENT
In connection with the IPO, the Company, MSI, Associated, Digital
Services Corporation (an original member of Teligent, L.L.C. and an
affiliate of the Telcom Stockholder) ("DSC"), the Telcom Stockholder and
the owners of the Telcom Stockholder entered into an agreement (the
"Members Agreement") whereby the Company granted to DSC certain demand and
"piggyback" registration rights with respect to Common Stock held by DSC at
the time of consummation of the IPO. In addition, in the Members
Agreement, Associated and MSI agreed with DSC that upon a "Change in
Control" (as defined in the Members Agreement) of Associated or MSI, (i)
Associated will immediately convert, and cause its controlled affiliates to
immediately convert, all of the Series B-1 Common Stock owned by them into
Class A Common Stock such that, under the Certificate of Incorporation as
then in effect, Associated, alone or together with its controlled
affiliates, will no longer have the right to elect a majority of the
Company's Board of Directors, (ii) MSI will cause its designees on the
Company's Board of Directors to cause the Company's Board of Directors to
convene a meeting of the Company's stockholders and (iii) promptly after
taking the action described in (ii) immediately above, MSI will cause such
number of its designees on the Company's Board of Directors to resign so
that such designees no longer constitute a majority thereof. Under the
Members Agreement, in order for a "Change in Control" of Associated or MSI
to occur, in addition to certain changes in equity ownership or board
composition of Associated or MSI as set forth in the Members Agreement, the
Telcom Stockholder and its affiliates must own shares of Series B-2 Common
Stock representing at least 10% of all then outstanding shares of Common
Stock and must continue to be controlled by Rajendra Singh, Neera Singh,
any estates or trusts of which such persons are executors, trustees or
beneficiaries and any entities controlled by such persons. In the Members
Agreement, each of Associated and MSI also agreed with DSC that it will not
transfer control of any entity which holds Class B Common Stock to any
third party (other than an affiliate of Associated, provided such affiliate
agrees to be bound by the provisions of the Members Agreement applicable to
MSI) without the consent of DSC unless, concurrently with or prior to such
transfer, Associated and MSI take the actions described in clauses (i)
through (iii) above. In addition, in the Members Agreement, MSI and the
Telcom Stockholder have each granted to the other rights of first refusal
and co-sale rights with respect to any sale or transfer by the other (other
than to an affiliate or pursuant to a pledge arrangement, and excluding any
public sale or distribution whether pursuant to a registration statement,
Rule 144 or otherwise) of shares of Common Stock (other than Common Stock
acquired in public market transactions). Pursuant to the Members
Agreement, Associated and the owners of the Telcom Stockholder have also
each granted to the other rights of first refusal and co-sale rights, with
the same exceptions, with respect to any sale or transfer by the other of
shares of MSI, or member or other equity interests of the Telcom
Stockholder, but only if shares of Common Stock constitute all or
substantially all of the assets of MSI or the Telcom Stockholder,
respectively. The Members Agreement is included as Exhibit 1 to the
Schedule 13D, and the foregoing description of the Members Agreement is
qualified in its entirety by reference to such Exhibit, which is hereby
incorporated herein by reference.
STOCKHOLDERS AGREEMENT
Immediately prior to consummation of the IPO, MSI, the Telcom
Stockholder, NTTA&T (collectively, the "Stockholder Parties") and the
Company entered into a Stockholders Agreement (the "Stockholders
Agreement"). Pursuant to the Stockholders Agreement, NTTA&T and the Telcom
Stockholder have certain rights and obligations with respect to their
ownership interest in, and the governance of, the Company, including, so
long as the Telcom Stockholder and NTTA&T, respectively, have the right to
elect a member of the Company's Board, the right of such respective
directors to approve, among other matters, any amendment to the Certificate
of Incorporation which materially and adversely affects the rights of
NTTA&T or the Telcom Stockholder, respectively, in a discriminatory manner
vis-a-vis one or more of the other Stockholder Parties. The Stockholders
Agreement also provides that so long as the Telcom Stockholder and NTTA&T,
respectively, have the right to elect a member of the Company's Board of
Directors, the Company will afford to representatives of the Telcom
Stockholder and NTTA&T, respectively, certain business consultation rights,
including with respect to any action (each a "Consultation Event") which
(i) materially changes the fundamental character of the Company's business,
(ii) replaces the Company's Chief Executive Officer or Chief Operating
Officer, (iii) involves the sale or pledge by the Company of a substantial
portion of its assets or any acquisition, divestiture or merger of the
Company with another entity or any joint venture outside the ordinary
course of the Company's business or (iv) involves the issuance by the
Company of shares of Common Stock or preferred stock to any
telecommunications carrier. With respect to any Consultation Event, the
Company will be required to provide reasonable advance notice to NTTA&T and
the Telcom Stockholder and, in the case of the Consultation Event referred
to in clause (iv) of the immediately preceding sentence, to give due
consideration to their objections. In the Stockholders Agreement each of
the parties thereto has agreed to vote, or act by written consent with
respect to, all of their respective shares of Common Stock in favor of the
election of the Company's Chief Executive Officer as a member of the
Company's Board of Directors.
The Stockholders Agreement also provides, in effect, that until
November 13, 1999, each Stockholder Party will hold at least one-half of
the shares of Common Stock held by such Stockholder Party as of November
26, 1997 (after giving effect to the Reorganization Merger as described
under Item 3 above), except that such requirement will lapse and be without
further effect automatically as to NTTA&T and the Telcom Stockholder,
respectively, if a Consultation Event occurs even though NTTA&T or the
Telcom Stockholder, respectively, has objected thereto. Under the
Stockholders Agreement, if such requirement so lapses with respect to the
Telcom Stockholder and, at the time of such lapsing, MSI is not entitled,
pursuant to the Certificate of Incorporation, to elect a majority of the
members of the Company's Board, then such requirement shall also lapse and
be without further effect with respect to MSI. In addition, in the
Stockholders Agreement, MSI and the Telcom Stockholder have each granted to
NTTA&T co-sale rights with respect to any sale or transfer by either of
them (other than to an affiliate or pursuant to a pledge arrangement, and
excluding any public sale or distribution whether pursuant to a
registration statement, Rule 144 or otherwise) of shares of Common Stock
(other than Common Stock acquired in public market transactions).
Under the Stockholders Agreement, if the Company is required by a
change in law or other circumstance to reduce the level of foreign
ownership of the Company and the Company is unable to obtain a waiver of
such requirement, the Company will have the right, and will be required, at
NTTA&T's election, to refuse to sell stock in the Company to any Foreign
Owner (as defined in the Stockholders Agreement) if such a transaction
would adversely impact NTTA&T's ability to hold its then existing share
ownership in the Company, and, in addition, the Company will have the
right, and will be required, at the election of any Stockholder Party, to
repurchase for cash (to the extent permitted by applicable Delaware
corporation law) shares first from all other Foreign Owners other than the
Stockholder Parties, if applicable, and thereafter from each of the
Stockholder Parties, on a pro rata basis (based on the percentage of
foreign ownership attributable to each Stockholder Party) at the fair
market value thereof based on the Company's then public trading value.
The Stockholders Agreement is included as Exhibit 2 to the
Schedule 13D, and the foregoing description of the Stockholders Agreement
is qualified in its entirety by reference to such Exhibit, which is hereby
incorporated herein by reference.
FIRSTMARK AGREEMENT
Pursuant to a Stock Contribution Agreement dated as of March 10,
1997 (the "FirstMark Agreement") by and between Associated Communications,
L.L.C. (the predecessor to Teligent, L.L.C.), FirstMark Communications,
Inc. ("FirstMark"), Forester, and, for certain limited purposes MSI and
DSC, Forester was granted certain limited "piggyback" and demand
registration rights with respect to the shares of Class A Common Stock into
which Forester's member interest in Teligent L.L.C. was converted pursuant
to the Reorganization Merger ("Forester Registrable Securities"). In
addition, in the FirstMark Agreement, Forester granted to MSI and DSC a
right of first refusal with respect to any sale or other disposition by her
of any equity interest in the Company, other than any sale by her in the
public market of Forester Registrable Securities registered under the
Securities Act of 1933, as amended (the "Securities Act") or pursuant to
Rule 144 under the Securities Act. The FirstMark Agreement is included as
Exhibit 3 to the Schedule 13D, and the foregoing description of the
FirstMark Agreement is qualified in its entirety by reference to such
Exhibit, which is hereby incorporated herein by reference.
MANDL EMPLOYMENT AGREEMENT
Under the Company's Employment Agreement with Alex J. Mandl, the
Company's Chairman and Chief Executive Officer, which took effect on
September 1, 1996 (the "Mandl Employment Agreement") and to which MSI and
DSC are parties for certain limited purposes, the Company has granted Mr.
Mandl certain limited "piggyback" and demand registration rights with
respect to the shares of Class A Common Stock which are subject to stock
options under the 1997 Plan as a result of the conversion, in connection
with the Reorganization Merger and the IPO, of the Company Appreciation
Rights ("CARs") with respect to Teligent, L.L.C. granted pursuant to the
Mandl Employment Agreement into stock options. The Mandl Employment
Agreement also provides that if either MSI or DSC sells any of their
respective interests in the Company to a third party, such seller shall be
obligated to require the purchaser of such interest to purchase, and may
require Mr. Mandl to sell to such third party, a proportionate percentage
of the vested equity interest represented by Mr. Mandl's CARs (which have
been converted into stock options as described above) valued as of the date
of such purchase, at the same price paid by the third party for the
interest of such seller. The Mandl Employment Agreement also provides for
a right of first refusal on the part of MSI and DSC with respect to the
disposition by Mr. Mandl of an equity interest in the Company. The Mandl
Employment Agreement is included as Exhibit 4 to the Schedule 13D, and the
foregoing description of the Mandl Employment Agreement is qualified in its
entirety by reference to such Exhibit, which is hereby incorporated herein
by reference.
REGISTRATION RIGHTS AGREEMENT
The Company and MSI have entered into a Registration Rights
Agreement dated as of March 6, 1998 (the "Registration Rights Agreement"),
whereby the Company has granted to MSI certain registration rights
substantially similar to those granted to NTTA&T pursuant to a Registration
Rights Agreement dated as of September 30, 1997, and to those granted to
DSC pursuant to the Members Agreement.
The Registration Rights Agreement provides that, subject to
meeting certain minimum number of shares or anticipated offering price
thresholds and to certain holdback periods, MSI may demand registration
(each, a "Demand Registration") of the shares of Class A Common Stock into
which its shares of Series B-1 Common Stock have been converted or are
convertible ("Registrable Securities"), at any time (subject to a maximum
of three Demand Registrations in total) commencing six months after
November 26, 1997 (the date of consummation of the Company's initial public
offering of Class A Common Stock). In addition, the Registration Rights
Agreement provides that, subject to certain limitations, MSI may include
Registrable Securities in any registration of Common Stock by the Company
under the Securities Act (other than on Form S-4 or S-8 under the
Securities Act) (each, a "Piggyback Registration"). MSI also has the
right, commencing six months after November 26, 1997, subject to certain
limitations, to demand that the Company effect a registration on Form S-3
under the Securities Act, if available, (a "Form S-3 Registration") of all
or part of its Registrable Securities, so long as the anticipated aggregate
offering price for such Registrable Securities is in excess of $10 million.
Under the Registration Rights Agreement, the Company is required
to pay all registration expenses (other than underwriting discounts and
commissions and fees and disbursements of counsel of the selling
stockholders) with respect to all Demand Registrations and Form S-3
Registrations and up to three Piggyback Registrations. Under the
Registration Rights Agreement, the Company is required to indemnify the
selling stockholders, and the Company may request as a condition to
effecting any registration indemnification from the selling stockholders,
against certain liabilities in respect of any registration statement
covered by the Registration Rights Agreement.
The Registration Rights Agreement is included as Exhibit 6 to the
Schedule 13D, and the foregoing description of the Registration Rights
Agreement is qualified in its entirety by reference to such Exhibit, which
is hereby incorporated herein by reference.
MERGER AGREEMENT
The information with respect to the Merger and the Merger
Agreement which is set forth or incorporated by reference in or pursuant to
Item 4 is incorporated herein by reference.
LIBERTY LETTER AGREEMENT
The information with respect to the Liberty Letter Agreement
which is set forth or incorporated by reference in or pursuant to Item 4 is
incorporated herein by reference.
Except as described or incorporated by reference in the Schedule
13D, neither of the Reporting Persons nor, to the best knowledge of each
Reporting Person, any of its directors, or executive officers has any
contracts, arrangements, understandings or relationships with respect to
any securities of the Company.
Item 7. Material to be Filed as Exhibits.
Item 7 of the Existing Schedule 13D is hereby amended in its
entirety to read as follows:
Exhibit 1: Agreement dated September 29, 1997, among
Teligent, L.L.C., Digital Services Corporation,
Telcom-DTS Investors, L.L.C., Microwave Services,
Inc., The Associated Group, Inc. and certain other
parties (previously filed as part of the Initial
Schedule 13D dated December 8, 1997)
Exhibit 2: Stockholders Agreement dated as of November 26,
1997 by and among Teligent, Inc., Microwave
Services, Inc., Telcom-DTS Investors, L.L.C. and
NTTA&T Investment Inc. (previously filed as part
of the Initial Schedule 13D dated December 8,
1997)
Exhibit 3: Stock Contribution Agreement dated as of March 10,
1997 among Associated Communications, L.L.C.,
First Mark Communications, Inc. and Lynn Forester
(previously filed as part of the Initial Schedule
13D dated December 8, 1997)
Exhibit 4: Employment Agreement dated August 19, 1996,
between Associated Communications, L.L.C. and Alex
J. Mandl (previously filed as part of the Initial
Schedule 13D dated December 8, 1997)
Exhibit 5: [Intentionally omitted]
Exhibit 6: Registration Rights Agreement dated as of March 6,
1998, by and between Teligent, Inc. and Microwave
Services, Inc. (previously filed as part of
Amendment No. 1 dated March 9, 1999)
Exhibit 7: Agreement and Plan of Merger dated as of May 28,
1999, among AT&T Corp., A-Group Merger Corp.,
Liberty Media Corporation and The Associated
Group, Inc. (previously filed, through
incorporation by reference of Exhibit 2.1 to the
Current Report on Form 8-K of The Associated
Group, Inc. dated June 2, 1999, as part of
Amendment No. 2 dated June 10, 1999)
Exhibit 8: Letter Agreement dated September 30, 1999, among
Liberty Media Corporation, The Associated Group,
Inc., AT&T Corp. and A-Group Merger Corp.
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.
THE ASSOCIATED GROUP, INC.
By /s/ Myles P. Berkman
-------------------------------
Myles P. Berkman
President and Chief
Executive Officer
MICROWAVE SERVICES, INC.
By /s/ Myles P. Berkman
------------------------------
Myles P. Berkman
Chief Executive Officer
DATE: October 8, 1999
EXHIBIT INDEX
Exhibit Description
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1 Agreement dated September 29, 1997, among Teligent, L.L.C.,
Digital Services Corporation, Telcom-DTS Investors, L.L.C.,
Microwave Services, Inc., The Associated Group, Inc. and
certain other parties (previously filed as part of the
Initial Schedule 13D dated December 8, 1997)
2 Stockholders Agreement dated as of November 26, 1997 by and
among Teligent, Inc., Microwave Services, Inc., Telcom-DTS
Investors, L.L.C. and NTTA&T Investment Inc. (previously
filed as part of the Initial Schedule 13D dated December 8,
1997)
3 Stock Contribution Agreement dated as of March 10, 1997 among
Associated Communications, L.L.C., First Mark Communications,
Inc. and Lynn Forester (previously filed as part of the
Initial Schedule 13D dated December 8, 1997)
4 Employment Agreement dated August 19, 1996, between
Associated Communications, L.L.C. and Alex J. Mandl
(previously filed as part of the Initial Schedule 13D dated
December 8, 1997)
5 [Intentionally omitted]
6 Registration Rights Agreement dated as of March 6, 1998, by
and between Teligent, Inc. and Microwave Services, Inc.
(previously filed as part of Amendment No. 1 dated March 9,
1999)
7 Agreement and Plan of Merger dated as of May 28, 1999, among
AT&T Corp. A-Group Merger Corp., Liberty Media Corporation
and The Associated Group, Inc. (previously filed, through
incorporation by reference of Exhibit 2.1 to the Current
Report on Form 8-K of The Associated Group, Inc. dated June
2, 1999, as part of Amendment No. 2 dated June 10, 1999)
8 Letter Agreement dated September 30, 1999, among Liberty
Media Corporation, The Associated Group, Inc., AT&T Corp. and
A-Group Merger Corp.
Exhibit 8
September 30 , 1999
The Associated Group, Inc.
200 Gateway Towers
Pittsburgh, Pennsylvania 15222
Dear Sir or Madam:
Reference is made to the Agreement and Plan of Merger dated as of
May 28, 1999 (the "Merger Agreement") by and among AT&T Corp., A-Group
Merger Corp., Liberty Media Corporation ("Liberty") and The Associated
Group, Inc. (the "Company"). Capitalized terms used in this letter and not
defined herein have the respective meanings given to them in the Merger
Agreement.
This will confirm that Liberty will designate no more than two
persons to be elected to the board of directors of Teligent prior to the
consummation of the Merger, as contemplated by Section 3.8 of the Merger
Agreement, and neither the Company nor any of its Subsidiaries will be
obligated under such Section 3.8 or otherwise to take any action to cause
more than two persons designated by Liberty to be elected to the board of
directors of Teligent.
Each signatory hereto represents and warrants that this letter
agreement has been authorized by such party as provided in Sections 10.5
and 10.6 of the Merger Agreement.
Very truly yours,
LIBERTY MEDIA CORPORATION
By: /s/ Charles Y. Tanabe
-----------------------------
Name: Charles Y. Tanabe
Title: Senior Vice President
AGREED AND ACCEPTED:
THE ASSOCIATED GROUP, INC.
By: /s/ David J. Berkman
--------------------------------
Name: David J. Berkman
Title: Executive Vice President
AT&T CORP.
By: /s/ Steven Garfinkle
--------------------------------
Name: Steven Garfinkle
Title: Assistant Secretary
A-GROUP MERGER CORP.
By: /s/ Steven Garfinkle
--------------------------------
Name: Steven Garfinkle
Title: Assistant Secretary
