SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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. 2)
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
May 28, 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).
SCHEDULE 13D
CUSIP NO. 87959Y 10 3
(Class A Common Stock)
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Associated Group, Inc.
51-0260858
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (X)
(b) (X)
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO (See Item 3)
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5 CHECK BOX 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
Delaware
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7 SOLE VOTING POWER (See Item 5)
NUMBER OF
SHARES --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER (See Item 5)
OWNED BY
EACH 21,436,689
REPORTING --------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER (See item 5)
WITH
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10 SHARED DISPOSITIVE POWER (See Item 5)
21,436,689
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(See Item 5)
21,436,689
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
(See Item 5) (X)
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 (See Item 5)
72.0%
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14 TYPE OF REPORTING PERSON*
HC
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 879594 10 3
(Class A Common Stock)
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Microwave Services, Inc.
51-0351256
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (X)
(b) (X)
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO (See Item 3)
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5 CHECK BOX 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
Delaware
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7 SOLE VOTING POWER (See Item 5)
NUMBER OF
SHARES ------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER (See Item 5)
OWNED BY
EACH 21,436,689
REPORTING
PERSON ------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER (See item 5)
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10 SHARED DISPOSITIVE POWER (See Item 5)
21,436,689
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(See Item 5)
21,436,689
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
(See Item 5) (X)
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 (See Item 5)
72.0%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
This amendment No. 2 to Schedule 13D (this "Amendment No. 2") 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, the
cover page and Items 3 through 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 (the "Amendment No. 1" and, the Initial Schedule
13D, as amended by Amendment No. 1, 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. 2, is sometimes referred to herein as the "Schedule 13D".
Capitalized terms used in this Amendment No. 2 and not otherwise defined
shall have the respective meanings ascribed to such terms in the Existing
Schedule 13D.
Item 3. Source and Amount of Funds or
Other Consideration
Item 3 of the Existing Schedule 13D is hereby amended in its
entirety to read as follows:
MSI acquired 21,436,689 shares of Series B-1 Common Stock
pursuant to the merger on November 26, 1997 of Teligent, L.L.C., a Delaware
limited liability company and, prior to such merger the owner of all of the
outstanding capital stock of the Company ("Teligent, L.L.C."), with and
into the Company (the "Reorganization Merger"), upon the terms of the
Agreement and Plan of Merger, dated as of October 6, 1997, by and between
the Company and Teligent, L.L.C.
As a result of the Reorganization Merger, all of Teligent,
L.L.C.'s member interests were converted into and became shares of Common
Stock of the Company, as follows: (i) the interest of MSI was converted
into 21,436,689 shares of Series B-1 Common Stock; (ii) the interest of
Telcom-DTS Investors, L.L.C. a Delaware limited liability company (the
"Telcom Stockholder"), was converted into 17,206,210 shares of Class B-
Series 2 Common Stock ("Series B-2 Common Stock"); (iii) the interest of
NTTA&T Investment Inc., a Delaware corporation and an indirect wholly owned
subsidiary of Nippon Telegraph and Telephone Corporation ("NTTA&T"), was
converted into 5,783,400 shares of Class B-Series 3 Common Stock ("Series
B-3 Common Stock"), including 3,470,040 shares acquired by purchase from
the Company immediately after the Reorganization Merger; and (iv) the
interest of Lynn Forester ("Forester") was converted into 1,831,410 shares
of Class A Common Stock.
Reference is made to the information in Item 4 hereof, which is
incorporated herein by reference, for a description of certain provisions
of the Agreement and Plan of Merger dated as of May 28, 1999, among AT&T
Corp. ("AT&T"), A-Group Merger Corp., a wholly owned subsidiary of AT&T
("Merger Sub"), Liberty Media Corporation ("Liberty Media") and Associated
(the "Merger Agreement"). No consideration was paid by either of the
Reporting Persons to the other parties to the Merger Agreement, or by such
other parties to either of the Reporting Persons, in connection with
entering into the Merger Agreement.
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, and 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 such
persons so designated by Liberty have been so elected. Such designees of
Liberty Media will replace an equivalent 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. However, 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 5. Interest in Securities of the Issuer.
(a) Item 5(a) of the Existing Schedule 13D is hereby amended in
its entirety to read as follows:
As of the close of business on June 9, 1999, by virtue of their
beneficial ownership of 21,436,689 shares of Series B-1 Common Stock, the
Reporting Persons beneficially own 21,436,689 shares of Class A Common
Stock. Based on the number of shares of Class B Common Stock outstanding
as of May 7, 1999, as disclosed by the Company in its Quarterly Report on
Form 10-Q for the quarterly period ended March 31, 1999 (the "Company March
31, 1999 10-Q"), such 21,436,689 shares of Series B-1 Common Stock
represent all of the shares of Series B-1 Common Stock outstanding as of
such date and approximately 48.2% of all shares of Class B Common Stock
outstanding as of such date. Based on the number of shares of Class A
Common Stock outstanding as of May 7, 1999, as disclosed by the Company in
the Company March 31, 1999 10-Q, and assuming the conversion as of May 7,
1999 of all such 21,436,689 shares of Series B-1 Common Stock into Class A
Common Stock and that no other shares of Class B Common Stock have been
converted into Class A Common Stock, such 21,436,689 shares of Series B-1
Common Stock represent approximately 72.0% of the total number of shares of
Class A Common Stock outstanding as of such date. Based on the number of
shares of Class A Common Stock outstanding as of May 7, 1999, as disclosed
in the Company March 31, 1999 10-Q, and assuming the conversion as of May
7, 1999 of all shares of Class B Common Stock (including the shares of
Series B-1 Common Stock), such 21,436,689 shares of Series B-1 Common Stock
represent approximately 40.6% of the shares of Class A Common Stock
outstanding as of such date.
As a director and Chairman, President, Chief Executive Officer
and Treasurer of Associated and Chairman, Chief Executive Officer and
Treasurer of MSI, Myles P. Berkman may be deemed to be the beneficial owner
of the shares of Series B-1 Common Stock (and thus of the shares of Class A
Common Stock into which such shares of Series B-1 Common Stock are
convertible) beneficially owned by the Reporting Persons. Neither the
filing of the Schedule 13D nor any of their contents shall be deemed to
constitute an admission that Myles P. Berkman is, for purposes of Section
13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or any other purpose, the beneficial owner of shares of Class A
Common Stock beneficially owned by the Reporting Persons, and Mr. Berkman
expressly disclaims such beneficial ownership.
David J. Berkman, a director and Executive Vice President of each
of the Reporting Persons and a director of the Company, beneficially owns
241,936 shares of Class A Common Stock which are subject to options
exercisable within 60 days under the Company's 1997 Stock Incentive Plan
(the "1997 Plan") held by Mr. Berkman as a result of the conversion, in
connection with the Reorganization Merger and the IPO, of Appreciation
Units with respect to Teligent, L.L.C. into stock options (the
"Conversion"). Based on the number of shares of Class A Common Stock
outstanding as of May 7, 1999, as disclosed by the Company in the Company
March 31, 1999 10-Q, such 241,936 shares of Class A Common Stock represent
approximately 2.8% of the total number of shares of Class A Common Stock
outstanding as of such date (assuming exercise of such options and the
issuance of such shares as of such date). As a director and Executive Vice
President of each of the Reporting Persons, David J. Berkman may be deemed
to be the beneficial owner of the shares of Series B-1 Common Stock (and
thus of the shares of Class A Common Stock into which such shares of Series
B-1 Common Stock are convertible) beneficially owned by the Reporting
Persons. Neither the filing of the Schedule 13D nor any of their contents
shall be deemed to constitute an admission that David J. Berkman is, for
purposes of Section 13(d) of the Exchange Act or any other purpose, the
beneficial owner of shares of Class A Common Stock beneficially owned by
the Reporting Persons, and Mr. Berkman expressly disclaims such beneficial
ownership.
William H. Berkman, the President of MSI and a director of the
Company, beneficially owns 241,936 shares of Class A Common Stock which are
subject to options exercisable within 60 days under the 1997 Plan held by
Mr. Berkman as a result of the Conversion. Based on the number of shares
of Class A Common Stock outstanding at May 7, 1999, as disclosed by the
Company in the Company March 31, 1999 10-Q, such 241,936 shares of Class A
Common Stock represent approximately 2.8% of the total number of shares of
Class A Common Stock outstanding as of such date (assuming exercise of such
options and the issuance of such shares as of such date). Neither the
filing of the Schedule 13D nor any of their contents shall be deemed to
constitute an admission that William H. Berkman is, for purposes of Section
13(d) of the Exchange Act or any other purpose, the beneficial owner of
shares of Class A Common Stock beneficially owned by the Reporting Persons,
and Mr. Berkman expressly disclaims such beneficial ownership.
Pursuant to Rule 13(d)(5)(b)(1) of the General Rules and
Regulations under the Exchange Act, the Reporting Persons may, by virtue of
certain provisions of certain of the agreements described under Item 6, be
deemed to comprise a "group" with some or all of the parties to such
agreements. The group which, by virtue of certain provisions of the
Members Agreement (as defined under Item 6 below), may be deemed to be
comprised of the Reporting Persons, the Telcom Stockholder and certain
other parties to the Members Agreement, is deemed, pursuant to Rule
13(d)(5)(b)(1) under the Exchange Act, to beneficially own an aggregate of
38,642,899 shares of Class B Common Stock (and thus of the same number of
shares of Class A Common Stock into which such shares of Class B Common
Stock are convertible). Based on the number of shares of Class A Common
Stock outstanding as of May 7, 1999, as disclosed by the Company in the
Company March 31, 1999 10-Q, and assuming the conversion as of May 7, 1999
of all such 38,642,899 shares of Class B Common stock into Class A Common
Stock and that no other shares of Class B Common Stock have been converted
into Class A Common Stock, such 38,642,899 shares of Class B Common Stock
represent approximately 82.3% of the total number of shares of Class A
Common Stock outstanding as of such date. Based on the number of shares of
Class A Common Stock outstanding as of May 7, 1999, as disclosed by the
Company in the Company March 31, 1999 10-Q, and assuming the conversion as
of May 7, 1999 of all shares of Class B Common Stock (including such
38,642,899 shares), such 38,642,899 shares of Class B Common Stock
represent approximately 73.3% of the total number of shares of Class A
Common Stock outstanding as of such date.
The group which, by virtue of certain provisions of the
Stockholders Agreement (as defined under Item 6 below), may be deemed to be
comprised of the Reporting Persons, the Telcom Stockholder and NTTA&T, is
deemed, pursuant to Rule 13(d)(5)(b)(1) under the Exchange Act, to
beneficially own an aggregate of 44,426,299 shares of Class B Common Stock
(and thus of the same number of shares of Class A Common Stock into which
such shares of Class B Common Stock are convertible), which constitute all
of the shares of Class B Common Stock outstanding as of May 7, 1999, as
disclosed by the Company in the Company March 31, 1999 10-Q. Based on the
number of shares of Class A Common Stock outstanding as of May 7, 1999, as
disclosed by the Company in the Company March 31, 1999 10-Q, and assuming
the conversion as of May 7, 1999 of all such 44,426,299 shares of Class B
Common Stock into Class A Common Stock, such 44,426,299 shares of Class B
Common Stock represent approximately 84.2% of the total number of shares of
Class A Common Stock outstanding as of such date.
The information with respect to the Merger and the Merger
Agreement set forth or incorporated by reference in or pursuant to Item 4
is incorporated herein by reference. As a result of Associated entering
into the Merger Agreement, Associated and MSI may be deemed to have formed
a "group" with Liberty Media, for purposes of Section 13(d)(3) of the
Exchange Act, and Rule 13d-5(b)(1) thereunder. Associated and MSI
expressly declare that the filing of this Amendment No. 2 shall not be
construed as an admission, and Associated and MSI expressly disclaim, that
they have formed, or are members of, any such group with Liberty Media.
Neither the filing of the Schedule 13D nor any of their contents
shall be deemed to constitute an admission that either of the Reporting
Persons is, for purposes of Section 13(d) of the Exchange Act or any other
purpose, the beneficial owner of shares of Common Stock beneficially owned
or deemed to be beneficially owned by any person or entity who or which may
be deemed to constitute a group with the Reporting Persons or by any such
group, and each of the Reporting Persons expressly disclaims such
beneficial ownership.
(b) Item 5(b) of the Existing Schedule 13D is hereby amended in
its entirety to read as follows:
The Reporting Persons share the power to vote or direct the vote
and to dispose and direct the disposition of the 21,436,689 shares of
Series B-1 Common Stock (and thus of the same number of shares of Class A
Common Stock into which such shares of Series B-1 Common Stock are
convertible) beneficially owned by them. However, by virtue of its
ownership of all of the outstanding capital stock of MSI, Associated has
the power to cause MSI to vote, and to dispose or direct the disposition
of, such shares of Series B-1 Common Stock (and thus of the shares of Class
A Common Stock into which such shares of Series B-1 Common Stock are
convertible) at the times and in the manner determined by Associated. Each
of David J. Berkman and William H. Berkman have the sole power to vote and
dispose of the 241,936 shares of Class A Common Stock which would be
issuable to each of them upon the exercise by them of options under the
1997 Plan which are exercisable within 60 days as described above.
The information with respect to the Merger and the Merger
Agreement set forth or incorporated by reference in or pursuant to Item 4
is incorporated herein by reference. By virtue of certain provisions of
the Merger Agreement described in Item 4, Associated and MSI may be deemed
to share with Liberty the power to vote or dispose of the 21,436,689 shares
of Series B-1 Common Stock beneficially owned by Associated and MSI (and
accordingly, of the 21,436,689 shares of Class A Common Stock into which
such shares of Series B-1 Common Stock are convertible). However, (i)
Liberty is not entitled to any rights as a stockholder of the Company as to
any such shares and (ii) the filing of this Amendment No. 2 should not be
construed as an admission that Associated or MSI, and Associated and MSI
expressly disclaim that they, share such voting or dispositive power with
Liberty.
(c)-(e). Items 5(c) through (e) of the Existing Schedule 13D are
hereby amended in their entirety to read as follows:
(c) Except as described above under Items 3 and 4 and in this
Item 5, neither of the Reporting Persons, nor, to the best knowledge of
each Reporting Person, any of its directors or executive officers, has
effected any transaction in shares of Common Stock during the past 60 days.
(d) None.
(e) Not applicable.
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.
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., filed as Exhibit 2.1 to the Current
Report on Form 8-K of The Associated Group, Inc.
dated June 2, 1999 and incorporated herein by
reference.
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: June 10, 1999
EXHIBIT INDEX
Exhibit Description
------- -----------
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., filed as
Exhibit 2.1 to the Current Report on Form 8-K of The
Associated Group, Inc. dated June 2, 1999 and incorporated
herein by reference.