SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________
FORM 10/A
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
THE ASSOCIATED GROUP, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 51-0260858
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(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
200 Gateway Towers, Pittsburgh, Pennsylvania 15222
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code 412-281-1907
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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None
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, Class A, par value $.10 per share
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(Title of Class)
Common Stock, Class B, par value $.10 per share
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(Title of Class)
Preferred Stock Purchase Rights
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(Title of Class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
This Form 10/A (this "Refiling") is being refiled solely for the
purpose of including a date and a conformed signature on the signature page
hereof, and conformed signatures on the exhibits filed herewith, which date
and conformed signatures were inadvertently omitted from the previous (and
otherwise identical) Form 10/A filed on June 7, 1999 (the "Previous
Filing"). This Refiling supercedes, in its entirety, the Previous Filing.
The Registration Statement of The Associated Group, Inc., a
Delaware corporation (the "Company"), on Form 10, dated October 7, 1994, as
amended by Forms 10/A dated November 4, 1994, November 15, 1994 and March
25, 1998 (File No. 0-24924) (as amended, the "Registration Statement")
effected the registration of three classes of the Company's equity
securities: Class A Common Stock, par value $.10 per share (the "Class A
Common Stock"), Class B Common Stock, par value $.10 per share (the "Class
B Common Stock" and, together with the Class A Common Stock, the "Company
Common Stock") and the Rights (as defined below). This Form 10/A
(Amendment No. 4) amends only those portions of the Registration Statement
that relate to the description of the Rights. Accordingly, that portion of
the Registration Statement under the caption "Description of Capital Stock
of the Company -- Stockholder Rights Plan" is hereby amended and restated
to read in its entirety as set forth in Item 11 below.
Item 11. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Stockholder Rights Plan
On December 14, 1994, the Board of Directors of the Company
approved and adopted a Rights Agreement, dated as of December 14, 1994 (the
"Rights Agreement"), between the Company and Mellon Bank, N.A. and declared
a dividend distribution of one right (a "Right") for each outstanding share
of Company Common Stock. Each Right originally entitled the registered
holder to purchase from the Company a unit consisting of one one-hundredth
of a share (a "Unit") of Series A Junior Participating Preferred Stock, par
value $.01 per share, of the Company (the "Preferred Stock"), at a purchase
price per Unit (the "Purchase Price") of $100.00, subject to adjustment.
On March 17, 1999, the Board of Directors of the Company
authorized and approved the execution and delivery of Amendment No. 1 to
Rights Agreement, dated as of March 17, 1999 ("Amendment No. 1"), between
the Company and ChaseMellon Shareholder Services, L.L.C. (successor to
Mellon Bank, N.A.), amending the Rights Agreement. Amendment No. 1
eliminates the concept of "Continuing Directors" (as that term is defined
in the Rights Agreement) throughout the Rights Agreement, allowing the
Board to make certain determinations under the Rights Agreement (including
without limitation redemption of the Rights) without the concurrence of
Continuing Directors as originally provided in the Rights Agreement.
On May 28, 1999, the Company, AT&T Corp., a New York corporation
("AT&T"), Liberty Media Corporation, a Delaware corporation ("Liberty") and
A-Group Merger Corp., a Delaware corporation ("Merger Sub") executed an
Agreement and Plan of Merger (the "Merger Agreement") providing for, among
other things, the merger of Merger Sub with and into the Company.
Immediately prior to the execution of the Merger Agreement and Voting
Agreement (as defined below), the Company executed an Amendment No. 2 to
the Rights Agreement (the "Amendment No. 2") in order to, among other
things, (a) amend the definition of "Acquiring Person" set forth in the
Rights Agreement to provide that none of AT&T, Liberty or any of their
existing or future Affiliates or Associates shall be deemed to be an
Acquiring Person solely by virtue of (i) the execution of the Merger
Agreement or the Voting Agreement dated as of May 28, 1999, by and between
AT&T, Liberty and the stockholders of the Company listed as parties thereto
(the "Voting Agreement"), (ii) the acquisition of Common Stock or other
capital stock of the Company pursuant to the Merger Agreement or the
consummation of the Merger, (iii) the consummation of the other
transactions contemplated by the Merger Agreement or the Voting Agreement,
(iv) the acquisition of beneficial ownership (which acquisition is in
addition to and not pursuant to or in contemplation of the agreements or
events referred to in the preceding clauses (i) through (iii) by AT&T or
its Affiliates or Associates (excluding Liberty and its Affiliates and
Associates)) of not more than an additional 10.0% of the total number of
shares of Company Common Stock outstanding immediately prior to the
Amendment No. 2 Effective Time, (v) the acquisition of beneficial ownership
(which acquisition is in addition to and not pursuant to or in
contemplation of the agreements or events referred to in the preceding
clauses (i) through (iii) by Liberty or its Affiliates or Associates
(excluding AT&T and its Affiliates and Associates)) of not more than an
additional 4.9% of the total number of shares of Company Common Stock
outstanding immediately prior to the Amendment No. 2 Effective Time or (vi)
any combination of the foregoing (each of the events described in clauses
(i), (ii), (iii), (iv), (v) and (vi) of this clause (a), a "Non-Triggering
Event"), (b) amend the definition of "Adverse Person" set forth in the
Rights Agreement to provide that none of AT&T, Liberty or any of their
respective Affiliates or Associates shall be deemed to be an Adverse Person
as a result of a Non-Triggering Event, (c) amend the definition of "Adverse
Person Event" set forth in the Rights Agreement to provide that an Adverse
Person Event shall be deemed not to have occurred as a result of a Non-
Triggering Event, (d) amend the definition of "Triggering Event" set forth
in the Rights Agreement to provide that a Triggering Event shall be deemed
not to have occurred as a result of a Non-Triggering Event, (e) provide
that a Distribution Date under the Rights Agreement shall be deemed not to
have occurred as a result of a Non-Triggering Event, (f) provide that a
Non-Triggering Event shall not cause the Rights to become exercisable
pursuant to the provisions of Section 7 of the Rights Agreement and (g)
provide that a Non-Triggering Event shall not cause the Rights to be
adjusted or to become exercisable pursuant to the provisions of Sections 11
or 13 of the Rights Agreement.
The description and terms of the Rights are set forth in the
Rights Agreement, as amended by Amendment No. 1 and Amendment No. 2 (the
"Amended Rights Agreement"). This summary description of the Rights does
not purport to be complete and is qualified in its entirety by reference to
the Rights Agreement, Amendment No. 1 and Amendment No. 2, which are filed
as Exhibits 4.2, 4.3, and 4.4, respectively, to this Registration Statement
and incorporated by reference herein. Capitalized terms used and not
defined herein have the meanings set forth in the Amended Rights Agreement.
The Rights are attached to all Company Common Stock certificates
representing shares outstanding, and no separate Rights Certificates
initially are distributed. The Rights will separate from the Company
Common Stock and a Distribution Date will occur upon the earliest of any of
the following events:
(i) 10 Business Days following a public announcement (the date of
such public announcement shall constitute the "Stock Acquisition
Date") that a person or group of affiliated or associated persons has
acquired, or obtained the right to acquire, beneficial ownership of
(a) 30% or more of the shares of Company Common Stock then outstanding
or (b) shares of Company Common Stock entitled to cast 30% or more of
the aggregate number of votes entitled to be cast by all shares of
Company Common Stock then outstanding (subject to certain exceptions,
an "Acquiring Person"); provided, however, that none of AT&T, Liberty
or any of their existing or future Affiliates or Associates shall be
deemed to be an Acquiring Person solely by virtue of a Non-Triggering
Event;
(ii) 10 Business Days following the commencement of a tender
offer or exchange offer that would result in a person or group
beneficially owning (a) 20% or more of such outstanding shares of
Company Common Stock or (b) shares of Company Common Stock entitled to
cast 20% or more of the aggregate number of votes entitled to be cast
by all shares of Company Common Stock then outstanding (unless such
tender offer or exchange offer is an offer for all outstanding shares
of Company Common Stock which the Outside Directors determine to be
fair to and otherwise in the best interests of the Company and its
stockholders); provided, however, that a Non-Triggering Event shall be
deemed to not constitute such a tender offer or exchange offer; or
(iii) 10 Business Days after the date on which a person or
persons become an Adverse Person (as herein defined). A person shall
be an "Adverse Person" if all of the following shall occur: (a) the
Board shall designate a specific limitation on the amount of Company
Common Stock which a specified person may beneficially own, which
amount (the "Ownership Limitation") may be less than, equal to, or
more than the amount of shares of Company Common Stock then owned by
such Person but shall in no event be less than the number of shares
entitled to cast 15% of the aggregate number of votes entitled to be
cast by all shares of Company Common Stock; (b) a majority of the
Outside Directors, after reasonable inquiry and investigation and
consultation with such persons as it deems appropriate, determines
that (1) beneficial ownership by such person of an amount of Company
Common Stock exceeding the Ownership Limitation is, or would likely
be, intended to cause the Company to repurchase the Company Common
Stock beneficially owned by such person or to cause pressure on the
Company to take action or enter into a transaction or series of
transactions intended to provide such person with short-term financial
gain under circumstances where the majority of the Outside Directors
determines that the best long-term interests of the Company and its
stockholders would not be served by taking such action or entering
into such transactions or series of transactions at that time or (2)
beneficial ownership by such person of an amount of Company Common
Stock exceeding the Ownership Limitation is causing or reasonably
likely to cause a material adverse impact (including, but not limited
to, impairment of the Company's ability to maintain its competitive
position) on the business or prospects of the Company; and (c) the
beneficial ownership of shares of such person, including its
affiliates and associates, shall (before or after (a) or (b) above)
exceed the Ownership Limitation; provided, however, that neither AT&T,
Liberty or any of their existing or future Affiliates or Associates
shall be deemed to be an Adverse Person solely by virtue of a Non-
Triggering Event.
Notwithstanding the foregoing, with respect to events (i) and (ii) above,
the Board, or any duly authorized committee thereof, may designate in
accordance with the Amended Rights Agreement a later date as the
Distribution Date.
Until the Distribution Date, (i) the Rights will be evidenced by
the Company Common Stock certificates (which contain a notation
incorporating the Rights Agreement by reference) and will be transferred
with and only with such Company Common Stock certificates, and (ii) the
surrender for transfer of any certificates for Company Common Stock
outstanding will also constitute the transfer of the Rights associated with
the Company Common Stock represented by such certificate. Pursuant to the
Amended Rights Agreement, the Company will reserve the right to require
prior to the occurrence of a Triggering Event that, upon any exercise of
Rights, a number of Rights be exercised so that only whole shares of
Preferred Stock will be issued.
The Rights will not be exercisable until the Distribution Date
and will expire at the Close of Business on December 14, 2004, unless they
are earlier redeemed by the Company as described below or they expire in
accordance with other provisions of the Amended Rights Agreement.
As soon as practicable after the Distribution Date, Rights
Certificates will be mailed to holders of record of the Company Common
Stock as of the Close of Business on the Distribution Date and, thereafter,
the separate Rights Certificates alone will represent the Rights.
Following the Distribution Date and prior to the redemption or expiration
of the Rights, the Company (a) shall with respect to shares of Company
Common Stock issued or sold pursuant to the exercise of stock options or
under any employee plan or arrangement, or upon the exercise, conversion,
or exchange of securities issued by the Company after December 14, 1994 and
(b) may, in any other case (subject to certain limitations), if deemed
necessary or appropriate by the Board, issue Rights Certificates
representing the appropriate number of Rights in connection with such
issuance or sale.
In the event that (i) a Person (other than an Exempt Person)
alone or together with its Affiliates and Associates becomes the beneficial
owner (except pursuant to an offer for all outstanding shares of Company
Common Stock which the Outside Directors determine to be fair to and
otherwise in the best interests of the Company and its stockholders or
pursuant to certain transactions described in the second succeeding
paragraph) of (a) more than 30% of the then outstanding shares of Company
Common Stock or (b) shares of Company Common Stock entitled to cast 30% or
more of the aggregate number of votes entitled to be cast by all shares of
Company Common Stock then outstanding, or (ii) a person becomes an Adverse
Person, each holder of a Right will thereafter have the right to receive,
upon exercise of the Right, a number of shares of Class B Common Stock (or,
in certain circumstances, cash, property or other securities of the
Company) having a value equal to two times the Purchase Price of the Right.
Notwithstanding any of the foregoing, following the occurrence of any of
the events set forth in this paragraph, all Rights that are, or (under
certain circumstances specified in the Amended Rights Agreement) were,
beneficially owned by any Acquiring Person or an Adverse Person will be
null and void. Moreover, the Rights are not exercisable following the
occurrence of either of the events set forth above until such time as the
Rights are no longer redeemable by the Company as set forth below.
Following the occurrence of either of the events set forth in
clause (i) of the immediately preceding paragraph, subject to applicable
law, the Board may determine to exchange for any or all Rights (other than
Rights held by any Acquiring Person, Adverse Person or Associates,
Affiliates, or certain transferees of such Acquiring Person or Adverse
Person) Class B Common Stock (or, at the Company's option, Preferred Stock
or Equivalent Preferred Stock) at an exchange ratio of one share of Class B
Common Stock (or one Unit of Preferred Stock or Equivalent Preferred Stock)
for each Right to be exchanged. Such exchange shall be on a pro rata basis
if less than all Rights are to be exchanged, and holders of Rights shall
pay no consideration (other than delivery of the Right) in such exchange.
No exchange may be effected after any Person (other than an Exempt Person)
becomes the beneficial owner of 50% or more of the outstanding Company
Common Stock or after a Person becomes an Adverse Person. Upon the Board's
ordering the exchange of any Rights in the manner provided in this
paragraph, the right to exercise such Rights shall terminate and the only
right thereafter of a holder of such Rights shall be to receive the number
of shares of Class B Common Stock (or at the Company's option, Preferred
Stock or Equivalent Preferred Stock) determined in the manner described in
this paragraph.
In the event that, at any time on or after the Stock Acquisition
Date, (i) the Company shall take part in a merger or other business
combination transaction (with certain exceptions) and the Company shall not
be the surviving entity or (ii) the Company shall take part in a merger or
other business combination transaction (with certain exceptions) in which
all or part of the outstanding shares of Company Common Stock are changed
or exchanged or (iii) 50% or more of the Company's assets or earning power
is sold or transferred, each holder of a Right which has not yet been
exercised (except Rights which previously have been voided as set forth
above) shall thereafter have the right to receive, upon exercise of such
Right, common stock of the acquiring company having a value equal to two
times the Purchase Price of the Right. The events set forth in this
paragraph and in the second preceding paragraph are referred to as
"Triggering Events."
Notwithstanding the foregoing, the Rights will not be distributed
or become exercisable as a result of purchases of Company Common Stock by a
person pursuant to a written agreement with the Company (and approved by
the Board) that sets limits on such person's ownership of Company Common
Stock and is executed before such person purchases 30% or more of Company
Common Stock or shares of Company Common Stock having 30% or more of the
aggregate voting power of all then outstanding Company Common Stock, so
long as such person is in substantial compliance with the terms of such
written agreement and the limitations on such person's ownership of Company
Common Stock continues to be binding.
The Purchase Price payable and the number of Units of Preferred
Stock or other securities or property issuable upon exercise of the Rights
are subject to adjustment from time to time to prevent dilution (i) in the
event of a stock dividend on, or a subdivision or split, combination or
consolidation, or reclassification of, the Preferred Stock, (ii) if holders
of the Preferred Stock are granted certain rights, options or warrants
entitling them to subscribe for or purchase Preferred Stock (or Equivalent
Preferred Stock) or securities convertible at a price per share of
Preferred Stock (or Equivalent Preferred Stock) or having a conversion
price per share if a security convertible into Preferred Stock (or
Equivalent Preferred Stock) less than the current market price per share of
Preferred Stock (or Equivalent Preferred Stock), or (iii) upon the
distribution to holders of the Preferred Stock of evidences of
indebtedness, cash (excluding certain regular quarterly cash dividends),
assets (other than dividends payable in Preferred Stock) or of subscription
rights or warrants (other than those referred to above).
With certain exceptions, no adjustment in the Purchase Price will
be required until cumulative adjustments amount to a least 1% of the
Purchase Price. The Company is not required to issue fractional shares of
Preferred Stock (other than fractions which are integral multiples of one
one-hundredth of a share of Preferred Stock) or, following the occurrence
of a Triggering Event, Class B Common Stock, upon the exercise of any Right
or Rights. In lieu thereof, a cash payment may be made based on the market
price of the Preferred Stock or the Class B Common Stock, as applicable, on
the last trading day prior to the date of exercise of the Right. The
Company is not required to issue fractional Rights. In lieu thereof, a
cash payment may be made based on the market price of a Right on the last
trading day prior to the date such fractional Rights would otherwise have
been issuable. The Company may elect to adjust the number of Rights in
lieu of any adjustment in the number of shares of Preferred Stock issuable
upon exercise of a Right.
In general, at any time until 10 Business Days following the
Stock Acquisition Date, or such later date as the Board may designate, the
Company may redeem the Rights in whole, but not in part, originally at a
price of $.01 per Right (payable, at the option of the Company, in cash,
Company Common Stock or other consideration deemed appropriate by the
Board), subject to adjustment (the "Redemption Price"). The Company may
not redeem the Rights if a person has previously become an Adverse Person.
Immediately upon the action of the Board ordering redemption of the Rights,
the Rights will terminate and the only right of the holders of Rights will
be to receive the Redemption Price.
Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the Company, including, without
limitation, the right to vote or to receive dividends. While the
distribution of the Rights will not be taxable to stockholders or to the
Company, stockholders may, depending upon the circumstances, recognize
taxable income in the event that the Rights become exercisable for Class B
Common Stock of the Company (or for other consideration) or for common
stock of the acquiring company as set forth above.
Other than those provisions relating to the principal economic
terms of the Rights, any of the provisions of the Amended Rights Agreement
may be amended by the Board prior to the Distribution Date. After the
Distribution Date, the provisions of the Amended Rights Agreement may be
amended by the Board in order to cure any ambiguity, defect or
inconsistency, to make changes which do not adversely affect the interests
of holders of Rights (excluding the interests of any Acquiring Person,
Adverse Person or Affiliate or Associate of such Acquiring Person or
Adverse Person), or to shorten or lengthen any time period under the
Amended Rights Agreement; provided, however, that no amendment to lengthen
the time period governing redemption shall be made at such time as the
Rights are not redeemable.
Each share of Company Common Stock outstanding on the Record Date
received one Right. So long as the Rights are attached to the Company
Common Stock one Right (as such number may be adjusted pursuant to the
provisions of the Amended Rights Agreement) is deemed to be delivered for
each share of Company Common Stock issued by the Company between the Record
Date and prior to the earlier of the Distribution Date or the Final
Expiration Date. A number of shares of the Preferred Stock equal to
1/100th of the number of shares of Company Common Stock outstanding at the
Record Date has been reserved for issuance upon exercise of the Rights.
The Rights may have certain anti-takeover effects. The Rights
will cause substantial dilution to a person or group that attempts to
acquire the Company in a manner which causes the Rights to become discount
Rights, unless the offer is conditioned on a substantial number of Rights
being acquired. The Rights, however, should not affect any prospective
offeror willing to make an offer at a fair price and otherwise in the best
interests of the Company and its stockholders or willing to negotiate with
the Board. The Rights should not interfere with any merger or other
business combination approved by the Board since the Board may, at its
option, at any time within 10 Business Days following the Stock Acquisition
Date (or such later date or dates as the Board properly determines) redeem
all but not less than all the then outstanding Rights at the Redemption
Price.
On October 7, 1997, the Board approved a two-for-one stock split of
the Class A Common Stock and Class B Common Stock effected in the form of a
stock dividend of one share of Class A Common Stock and one share of Class
B Common Stock for each outstanding share of Class A Common Stock and Class
B Common Stock, respectively, held by stockholders of record on October 17,
1997. On October 27, 1997, the Company paid such stock dividend. As a
result of such stock split, each Right currently entitles the registered
holder to purchase one two-hundredth of a share of Preferred Stock at a
purchase price of $50, subject to adjustment, and the redemption price per
Right is currently $.005.
ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS.
Financial Statements.
Not applicable.
Exhibits. The following exhibits are filed as part of this Form
10/A:
Exhibit
Number
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2.1 Agreement and Plan of Distribution, dated as of December 14,
1994, among Associated Communications Corporation,
Associated Communications of Delaware, Inc. and Associated
Cellular Holdings, Inc., filed as Exhibit 2.1 to
Registration Statement on Form 10/A dated November 15, 1994
and incorporated herein by reference.
2.2 Agreement and Plan of Merger, dated May 28, 1999, by and among
AT&T Corp., A-Group Merger Corp., Liberty Media Corporation
and the Company, filed as Exhibit 2.1 to Form 8-K dated June
2, 1999 and incorporated herein by reference.
3.1 Restated Certificate of Incorporation, filed as Exhibit 3.1 to
Registration Statement on Form 10/A dated November 15, 1994
and incorporated herein by reference.
3.2 Amended and Restated By-Laws, filed as Exhibit 3.2 to
Registration Statement on Form 10/A dated March 25, 1999 and
incorporated herein by reference.
4.1 Common Stock Certificates, filed as Exhibits 4.2 and 4.3 to
Form 8-K, dated December 22, 1994 and incorporated herein by
reference.
4.2 Rights Agreement, dated as of December 14, 1994, by and between
the Company and Mellon Bank, N.A., filed as Exhibit 4.2 to
Registration Statement on Form 10/A dated March 25, 1999 and
incorporated herein by reference.
4.3 Amendment No. 1 to Rights Agreement, dated as of March 17,
1999, between the Company and ChaseMellon Shareholder
Services, L.L.C. (successor to Mellon Bank, N.A.), filed as
Exhibit 4.3 to Registration Statement on Form 10/A dated
March 25, 1999 and incorporated herein by reference.
4.4 Amendment No. 2 to Rights Agreement dated as of May 28, 1999,
between the Company and Chase Mellon Shareholder Services,
L.L.C. (successor to Mellon Bank, N.A.), filed as Exhibit
2.1 to Form 8-K, dated June 2, 1999 and incorporated herein
by reference.
10.1 Tax Disaffiliation Agreement, dated as of December 14, 1994,
by and among Associated Communications Corporation,
Associated Communications of Delaware, Inc. and Associated
Cellular Holdings, Inc., filed as Exhibit 10.1 to
Registration Statement on Form 10/A dated November 15, 1994
and incorporated herein by reference.
10.2 The Associated Group, Inc. 1994 Amended and Restated Stock
Option and Incentive Award Plan, filed as Exhibit 10.2 to
Annual Report on Form 10-K for the fiscal year ended
December 31, 1997, and incorporated herein by reference.
10.3 Amended and Restated TruePosition, Inc. 1995 Stock Incentive
Plan, filed as Exhibit 10.3 to Annual Report on Form 10-K
for the fiscal year ended December 31, 1998 and incorporated
herein by reference.
10.4 Form of Employment Agreement, dated December 15, 1994, between
Associated Communications of Delaware, Inc. and Myles P.
Berkman, filed as Exhibit 10.6 to Registration Statement on
Form 10/A dated November 15, 1994 and incorporated herein by
reference.
10.5 Form of Employment Agreement, dated December 15, 1994, between
Associated Communications of Delaware, Inc. and David J.
Berkman, filed as Exhibit 10.7 to Registration Statement on
Form 10/A dated November 15, 1994 and incorporated herein by
reference.
10.6 Employment Agreement, dated as of August 19, 1996, between
Associated Communications, L.L.C. and Alex J. Mandl, filed
as Exhibit 99.2 to Form 8- K, dated September 6, 1996 and
incorporated herein by reference.
10.7 Margin Agreement, dated January 31, 1995, by and between
Associated Investments, Inc. and Pershing, a Division of
Donaldson, Lufkin & Jenrette Securities Corporation, filed
as Exhibit 10.9 to Annual Report on Form 10-K for the fiscal
year ended December 31, 1994 and incorporated herein by
reference.
10.8 Corporate Margin Account Application and Agreement, dated
February 15, 1995, by and between Associated Investments,
Inc. and Goldman Sachs & Co., filed as Exhibit 10.10 to
Annual Report on Form 10-K for the fiscal year ended
December 31, 1994 and incorporated herein by reference.
10.9 Letter Agreement, dated as of April 20, 1999 by and between
Associated Investments, Inc. and Goldman Sachs & Co., filed
herewith.
10.10 Letter Agreement, dated as of December 12, 1997, by and between
Associated Investments, Inc. and PNC Bank, National
Association, filed as Exhibit 10.11 to Annual Report on Form
10-K for the fiscal year ended December 31, 1997 and
incorporated herein by reference.
10.11 Amended and Restated Demand Note, dated as of April 14,
1999, by and between Associated Investments, Inc. and PNC
Bank, National Association, filed herewith.
10.12 Form of Amended and Restated Pledge Agreement, by Associated
Investments, Inc. in favor of PNC Bank, National
Association, filed as Exhibit 10.13 to Annual Report on Form
10-K for the fiscal year ended December 31, 1997 and
incorporated herein by reference.
10.13 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, filed as Exhibit 1 to Schedule 13D of
the Company with regard to its holdings in Teligent, Inc.
and dated as of December 8, 1997 and incorporated herein by
reference.
10.14 Stockholders Agreement, dated as of November 26, 1997, by
and among Teligent, Inc., Microwave Services, Inc.,
Telcom-DTS Investors, L.L.C., and NTT Investment Inc., filed
as Exhibit 2 to Schedule 13D of the Company with regard to
its holdings in Teligent, Inc. and dated as of December 8,
1997, and incorporated herein by reference.
10.15 Registration Rights Agreement, dated as of March 6, 1998, by
and between Teligent, Inc. and Microwave Services, Inc.,
filed as Exhibit 1 to Schedule 13D/A of the Company with
regard to its holdings in Teligent, Inc. and dated as of
March 9, 1998, and incorporated herein by reference.
21 Subsidiaries of the Registrant, filed as Exhibit 21 to
Annual Report on Form 10-K for the fiscal year ended
December 31, 1998, and incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized.
THE ASSOCIATED GROUP, INC.
Date: June 7, 1999 By: /s/ Myles P. Berkman
-----------------------------------
Myles P. Berkman
Chairman, President, and
Chief Executive Officer
EXHIBIT INDEX
Exhibit
Number
-------
2.1 Agreement and Plan of Distribution, dated as of December 14,
1994, among Associated Communications Corporation,
Associated Communications of Delaware, Inc. and Associated
Cellular Holdings, Inc., filed as Exhibit 2.1 to
Registration Statement on Form 10/A dated November 15, 1994
and incorporated herein by reference.
2.2 Agreement and Plan of Merger, dated May 28, 1999, by and
among AT&T Corp., A-Group Merger Corp., Liberty Media
Corporation and the Company, filed as Exhibit 2.1 to Form
8-K dated June 2, 1999 and incorporated herein by reference.
3.1 Restated Certificate of Incorporation, filed as Exhibit 3.1
to Registration Statement on Form 10/A dated November 15,
1994 and incorporated herein by reference.
3.2 Amended and Restated By-Laws, filed as Exhibit 3.2 to
Registration Statement on Form 10/A dated March 25, 1999 and
incorporated herein by reference.
4.1 Common Stock Certificates, filed as Exhibits 4.2 and 4.3 to
Form 8-K, dated December 22, 1994 and incorporated herein by
reference.
4.2 Rights Agreement, dated as of December 14, 1994, by and
between the Company and Mellon Bank, N.A., filed as Exhibit
4.2 to Registration Statement on Form 10/A dated March 25,
1999 and incorporated herein by reference.
4.3 Amendment No. 1 to Rights Agreement, dated as of March 17,
1999, between the Company and ChaseMellon Shareholder
Services, L.L.C. (successor to Mellon Bank, N.A.), filed as
Exhibit 4.3 to Registration Statement on Form 10/A dated
March 25, 1999 and incorporated herein by reference.
4.4 Amendment No. 2 to Rights Agreement dated as of May 28,
1999, between the Company and Chase Mellon Shareholder
Services, L.L.C. (successor to Mellon Bank, N.A.), filed as
Exhibit 2.1 to Form 8-K, dated June 2, 1999 and incorporated
herein by reference.
10.1 Tax Disaffiliation Agreement, dated as of December 14, 1994,
by and among Associated Communications Corporation,
Associated Communications of Delaware, Inc. and Associated
Cellular Holdings, Inc., filed as Exhibit 10.1 to
Registration Statement on Form 10/A dated November 15, 1994
and incorporated herein by reference.
10.2 The Associated Group, Inc. 1994 Amended and Restated Stock
Option and Incentive Award Plan, filed as Exhibit 10.2 to
Annual Report on Form 10-K for the fiscal year ended
December 31, 1997, and incorporated herein by reference.
10.3 Amended and Restated TruePosition, Inc. 1995 Stock Incentive
Plan, filed as Exhibit 10.3 to Annual Report on Form 10-K
for the fiscal year ended December 31, 1998 and incorporated
herein by reference.
10.4 Form of Employment Agreement, dated December 15, 1994,
between Associated Communications of Delaware, Inc. and
Myles P. Berkman, filed as Exhibit 10.6 to Registration
Statement on Form 10/A dated November 15, 1994 and
incorporated herein by reference.
10.5 Form of Employment Agreement, dated December 15, 1994,
between Associated Communications of Delaware, Inc. and
David J. Berkman, filed as Exhibit 10.7 to Registration
Statement on Form 10/A dated November 15, 1994 and
incorporated herein by reference.
10.6 Employment Agreement, dated as of August 19, 1996, between
Associated Communications, L.L.C. and Alex J. Mandl, filed
as Exhibit 99.2 to Form 8- K, dated September 6, 1996 and
incorporated herein by reference.
10.7 Margin Agreement, dated January 31, 1995, by and between
Associated Investments, Inc. and Pershing, a Division of
Donaldson, Lufkin & Jenrette Securities Corporation, filed
as Exhibit 10.9 to Annual Report on Form 10-K for the fiscal
year ended December 31, 1994 and incorporated herein by
reference.
10.8 Corporate Margin Account Application and Agreement, dated
February 15, 1995, by and between Associated Investments,
Inc. and Goldman Sachs & Co., filed as Exhibit 10.10 to
Annual Report on Form 10-K for the fiscal year ended
December 31, 1994 and incorporated herein by reference.
10.9 Letter Agreement, dated as of April 20, 1999 by and between
Associated Investments, Inc. and Goldman Sachs & Co., filed
herewith.
10.10 Letter Agreement, dated as of December 12, 1997, by and
between Associated Investments, Inc. and PNC Bank, National
Association, filed as Exhibit 10.11 to Annual Report on Form
10-K for the fiscal year ended December 31, 1997 and
incorporated herein by reference.
10.11 Amended and Restated Demand Note, dated as of April 14,
1999, by and between Associated Investments, Inc. and PNC
Bank, National Association, filed herewith.
10.12 Form of Amended and Restated Pledge Agreement, by Associated
Investments, Inc. in favor of PNC Bank, National
Association, filed as Exhibit 10.13 to Annual Report on Form
10-K for the fiscal year ended December 31, 1997 and
incorporated herein by reference.
10.13 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, filed as Exhibit 1 to Schedule 13D of
the Company with regard to its holdings in Teligent, Inc.
and dated as of December 8, 1997 and incorporated herein by
reference.
10.14 Stockholders Agreement, dated as of November 26, 1997, by
and among Teligent, Inc., Microwave Services, Inc.,
Telcom-DTS Investors, L.L.C., and NTT Investment Inc., filed
as Exhibit 2 to Schedule 13D of the Company with regard to
its holdings in Teligent, Inc. and dated as of December 8,
1997, and incorporated herein by reference.
10.15 Registration Rights Agreement, dated as of March 6, 1998, by
and between Teligent, Inc. and Microwave Services, Inc.,
filed as Exhibit 1 to Schedule 13D/A of the Company with
regard to its holdings in Teligent, Inc. and dated as of
March 9, 1998, and incorporated herein by reference.
21 Subsidiaries of the Registrant, filed as Exhibit 21 to
Annual Report on Form 10-K for the fiscal year ended
December 31, 1998, and incorporated herein by reference.
Exhibit 10.9
[Goldman, Sachs & Co. Letterhead]
April 20, 1999
Mr. Keith C. Hartman
Associated Investments, Inc.
200 Gateway Towers
Pittsburgh, PA 15222
Dear Keith:
As per your request, the following are certain terms that we have agreed to
regarding certain borrowings by Associated Investments, Inc., subject in
all events to the terms of our standard margin agreement:
AT&T Corp. (53 11/16) and AT&T Corp. Liberty Media Group Class A (58 5/16)
will be acceptable collateral to secure margin loans. Potentially, AT&T
Liberty Media Group Class B shares (59 1/8) can be used as collateral.
o The account may borrow up to $200,000,000.
o A house call will result if the equity in the account falls below 35%.
o A rate of Fed Funds +70 bps will initially be charged on the debit
balance. We will use our best efforts to give you adequate notice of
any proposed rate changes.
o Fed Funds for each day will be calculated as the sum of the following:
50% of the 09:00AM Fed Funds Rate
25% of the 10:30AM Fed Funds Rate
25% of the 12:00PM Fed Funds Rate
Please call me if you have any questions.
Sincerely,
/s/ Marty
Martin A. Packouz
Exhibit 10.11
Amended and Restated Demand Note
PNC BANK
$ 36,000,000.00 April 14, 1999
FOR VALUE RECEIVED, ASSOCIATED INVESTMENTS, INC., a Delaware corporation
(the "Borrower"), with an address at 300 Delaware Avenue, Suite 564,
Wilmington, Delaware 19801, promises to pay ON DEMAND to the order of PNC
BANK, NATIONAL ASSOCIATION (the "Bank"), in lawful money of the United
States of America in immediately available funds at its offices located at
1600 Market Street, Philadelphia, Pennsylvania 19103, or at such other
location as the Bank may designate from time to time, the principal sum of
THIRTY-SIX MILLION AND 00/100 DOLLARS $36,000,000.00) the ("Facility"),
together with interest accruing on the outstanding principal balance from
the date hereof, as provided below:
1. RATE OF INTEREST. Amounts outstanding under this Note will bear
interest at a rate per annum which is at all times equal to the Federal
Funds Rate plus seventy (70) basis points (.70%). "Federal Funds Rate"
shall mean, for any day, (i) the interest rate per annum (rounded upward,
if necessary, to the nearest 1/100 of 1%) determined by the Bank (such
determination to be conclusive absent manifest error) to be equal to the
weighted average of rates on federal funds transactions among members of
the Federal Reserve System arranged by Federal funds brokers at or about
9:00 a.m. (Philadelphia, Pennsylvania time) on such day; provided however,
that if such day is not a business day, the Federal Funds Rate for such day
shall be such rate for such transactions on the immediately preceding
business day, or (ii) if no such rates shall be quoted by Federal funds
brokers at such time, such other rate (not to exceed one-half of one
percentage point below the Prime Rate, as defined below) as determined by
the Bank in accordance with its usual procedures (such determination to be
conclusive absent manifest error). If and when the Federal Funds Rate
changes, the rate of interest on this Note will change automatically
without notice to the Borrower, effective on the date of any such change.
Interest will be calculated on the basis of a year of 360 days for the
actual number of days in each interest period. In no event will the rate of
interest hereunder exceed the maximum rate allowed by law.
2. PAYMENT TERMS. The outstanding principal balance and accrued but unpaid
interest shall be due and payable ON DEMAND; provided, however, that Bank
shall provide the Borrower four (4) business days prior written notice of
demand, except in the event of (i) commencement of a bankruptcy, insolvency
or similar proceeding by or against Borrower or against The Associated
Group, Inc. (Borrower's parent), or (ii) acceleration of any other
indebtedness for borrowed money of Borrower, in which event no such notice
is required and Bank may make immediate demand for repayment hereunder.
Accrued interest will be due and payable in the absence of demand on the
last day of each fiscal quarter. THE BORROWER ACKNOWLEDGES AND AGREES THAT
THE BANK MAY AT ANY TIME AND IN ITS SOLE DISCRETION DEMAND PAYMENT OF ALL
AMOUNTS OUTSTANDING UNDER THIS NOTE SUBJECT TO THE PRIOR NOTIFICATION
PROVISIONS SET FORTH IN THE FIRST SENTENCE OF THIS PARAGRAPH.
Any payment of principal or interest under this Note must be received by
the Bank by 2:00 p.m. prevailing Eastern Time on a business day in order to
be credited on such date. If any payment under this Note shall become due
on a Saturday, Sunday or public holiday under the laws of the Commonwealth
of Pennsylvania, such payment shall be made on the next succeeding business
day and such extension of time shall be included in computing interest in
connection with such payment. The Borrower hereby authorizes the Bank to
charge the Borrower's deposit account at the Bank for any payment when due
hereunder. Payments received will be applied to charges, fees and expenses
(including reasonable attorneys' fees), accrued interest and principal in
any order the Bank may choose, in its sole discretion.
3. DEFAULT RATE. From and after four (4) business days following written
notice of demand, this Note shall bear interest at a rate per annum (based
on a year of 360 days and actual days elapsed) equal to two (2) percentage
points above the Prime Rate but not more than the maximum rate allowed by
law (the "Default Rate"). As used herein, "Prime Rate" shall mean the rate
publicly announced by the Bank from time to time as its prime rate. The
Prime Rate is determined from time to time by the Bank as a means of
pricing some loans to its borrowers. The Prime Rate is not tied to any
external rate of interest or index, and does not necessarily reflect the
lowest rate of interest actually charged by the Bank to any particular
class or category of customers. If and when the Prime Rate changes, the
rate of interest on this Note will change automatically without notice to
the Borrower, effective on the date of any such change. The Default Rate
shall continue to apply whether or not judgment shall be entered on this
Note.
4. PREPAYMENT. The indebtedness evidenced by this Note may be prepaid in
whole or in part at any time without penalty.
5. OTHER LOAN DOCUMENTS. This Note is issued in connection with that
certain Amended and Restated Pledge Agreement executed by the Borrower in
favor of the Bank, dated as of November 15, 1996, and the other documents
referred to therein, the terms of which are incorporated herein by
reference (as such documents may be amended, modified, renewed or restated
from time to time, the "Loan Documents"), and is secured by the property
described in the Loan Documents.
6. RIGHT OF SETOFF. In addition to all liens upon and rights of setoff
against the money, securities or other property of the Borrower given to
the Bank by law, the Bank shall have, with respect to the Borrower's
obligations to the Bank under this Note and to the extent permitted by law,
a contractual possessory security interest in and a contractual right of
setoff against, and the Borrower hereby assigns, conveys, delivers, pledges
and transfers to the Bank all of the Borrower's right, title and interest
in and to, all deposits, moneys, securities and other property of the
Borrower now or hereafter in the possession of or on deposit with, or in
transit to, the Bank whether held in a general or special account or
deposit, whether held jointly with someone else, or whether held for
safekeeping or otherwise, excluding, however, (a) all IRA, Keogh, and trust
accounts, and (b) any of Borrower's custody accounts with PNC Bank,
Delaware (other than the custody account containing the collateral pledged
to the Bank as security for this Note). Every such security interest and
right of setoff may be exercised without demand upon or notice to the
Borrower. Every such right of setoff shall be deemed to have been exercised
hereunder without any action of the Bank, although the Bank may enter such
setoff on its books and records at a later time.
7. MISCELLANEOUS. No delay or omission of the Bank to exercise any right
or power arising hereunder shall impair any such right or power or be
considered to be a waiver of any such right or power, nor shall the Bank's
action or inaction impair any such right or power. The Borrower agrees to
pay on demand, to the extent permitted by law, all costs and expenses
incurred by the Bank in the enforcement of its rights in this Note and in
any security therefor, including without limitation reasonable fees and
expenses of the Bank's counsel. If any provision of this Note is found to
be invalid by a court, all the other provisions of this Note will remain in
full force and effect. The Borrower and all other makers and indorsers of
this Note hereby forever waive presentment, protest, notice of dishonor and
notice of non-payment. The Borrower also waives all defenses based on
suretyship or impairment of collateral. This Note shall bind the Borrower
and its heirs, executors, administrators, successors and assigns, and the
benefits hereof shall inure to the benefit of the Bank and its successors
and assigns.
This Note has been delivered to and accepted by the Bank and will be deemed
to be made in the Commonwealth of Pennsylvania. THIS NOTE WILL BE
INTERPRETED AND THE RIGHTS AND LIABILITIES OF THE BANK AND THE BORROWER
DETERMINED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA,
EXCLUDING ITS CONFLICT OF LAWS RULES. The Borrower hereby irrevocably
consents to the exclusive jurisdiction of any state or federal court for
the county or judicial district where the Bank's office indicated above is
located, and consents that all service of process be sent by nationally
recognized overnight courier service directed to the Borrower at the
Borrower's address set forth herein and service so made will be deemed to
be completed on the business day after deposit with such courier; provided
that nothing contained in this Note will prevent the Bank from bringing any
action, enforcing any award or judgment or exercising any rights against
the Borrower individually, against any security or against any property of
the Borrower within any other county, state or other foreign or domestic
jurisdiction. The Borrower acknowledges and agrees that the venue provided
above is the most convenient forum for both the Bank and the Borrower. The
Borrower waives any objection to venue and any objection based on a more
convenient forum in any action instituted under this Note.
8. AMENDMENT AND RESTATEMENT. This Note amends and restates, and is in
substitution for, that certain Amended and Restated Demand Note in the
principal amount of $34,000,000.00, payable to the order of the Bank and
dated February 16, 1999 (the "Existing Note"). However, without
duplication, this Note shall in no way extinguish, cancel or satisfy
Borrower's unconditional obligation to repay all indebtedness evidenced by
the Existing Note or constitute a novation of the Existing Note. Nothing
herein is intended to extinguish, cancel or impair the lien priority or
effect of any security agreement, pledge agreement or mortgage with respect
to the Borrower's obligations hereunder and under any other document
relating hereto.
9. WAIVER OF JURY TRIAL. THE BORROWER IRREVOCABLY WAIVES ANY AND ALL
RIGHTS THE BORROWER MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING
OR CLAIM OF ANY NATURE RELATING TO THIS NOTE, ANY DOCUMENTS EXECUTED IN
CONNECTION WITH THIS NOTE OR ANY TRANSACTION CONTEMPLATED IN ANY OF SUCH
DOCUMENTS. THE BORROWER ACKNOWLEDGES THAT THE FOREGOING WAIVER IS KNOWING
AND VOLUNTARY.
The Borrower acknowledges that it has read and understood all the
provisions of this Note, including the waiver of jury trial, and has been
advised by counsel as necessary or appropriate.
WITNESS the due execution hereof as a document under seal, as of the date
first written above, with the intent to be legally bound hereby.
[CORPORATE SEAL] ASSOCIATED INVESTMENTS, INC.
Attest: /s/ Victor A. Martinelli III By: /s/ Keith C. Hartman
---------------------------- -----------------------------
Print Name: Victor A. Martinelli III Print Name: Keith C. Hartman
Title: Tax Manager Title: Controller
