Draft 1/19/2001
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Information to be included in statements filed pursuant to
Rule 13d-1(a) and amendments thereto filed pursuant to Rule 13d-2(a)
Time Warner Telecom 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)
887319101
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(CUSIP Number)
Paul T. Cappuccio, Esq.
Executive Vice President, General Counsel
and Secretary
AOL Time Warner Inc.
75 Rockefeller Plaza
New York, NY 10019
(212) 484-8000
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
January 11, 2001
---------------------------------------------------------
(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 which 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.
(Continued on following page(s))
Page 1 of 36
SCHEDULE 13D
CUSIP No. Class A Common Stock -- 887319101
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
AOL Time Warner Inc.
IRS No. 13-4099534
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)
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3 SEC USE ONLY
----------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
----------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
----------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
----------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY --------------------------------------------------
OWNED BY EACH 8 SHARED VOTING POWER
REPORTING 50,363,738 (Class B Common Stock) 1,2
PERSON WITH --------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
--------------------------------------------------
10 SHARED DISPOSITIVE POWER
50,363,738 (Class B Common Stock) 1
----------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,363,738 (Class B Common Stock) 1
----------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES 2 [X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
69.7% (Class B Common Stock) 1 or
60.1% (Class A Common Stock)
----------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
----------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING
EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
(1) The Class B Common Stock of Time Warner Telecom Inc. is immediately
convertible on a share for share basis into Time Warner Telecom Class A
Common Stock.
(2) Solely as a result of a Stockholders Agreement dated as of May 10,
1999, among AOL Time Warner (as successor by merger to Time Warner Inc.),
AT&T Corporation ("AT&T") (as successor by merger to MediaOne of Colorado,
Inc.), Advance Telecom Holdings Corporation ("Advance") (by transfer from
Advance/Newhouse Partnership) and Newhouse Telecom Holdings Corporation
("Newhouse") (by transfer from Advance/Newhouse Partnership), to vote their
shares of Class B Common Stock in favor of each others' directors AOL Time
Warner may be deemed the beneficial owner of 6,289,842 shares of Class B
Common Stock owned by AT&T, 6,036,063 shares of Class B Common Stock owned
by Advance and 9,536,856 shares of Class B Common Stock owned by Newhouse.
Page 2 of 36
SCHEDULE 13D
CUSIP No. Class A Common Stock -- 887319101
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Time Warner Inc.
IRS No. 13-1388520
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)
---------------------------------------------------------------------------
3 SEC USE ONLY
---------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
---------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
---------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
---------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY -------------------------------------------------
OWNED BY EACH 8 SHARED VOTING POWER
REPORTING 50,363,738 (Class B Common Stock) 1,2
PERSON WITH -------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
-------------------------------------------------
10 SHARED DISPOSITIVE POWER
50,363,738 (Class B Common Stock) 1
---------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,363,738 (Class B Common Stock) 1
---------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES 2 [X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
69.7% (Class B Common Stock) 1 or
60.1% (Class A Common Stock)
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14 TYPE OF REPORTING PERSON*
CO
---------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) The Class B Common Stock of Time Warner Telecom Inc. is immediately
convertible on a share for share basis into Time Warner Telecom Class A
Common Stock.
(2) Solely as a result of a Stockholders Agreement dated as of May 10,
1999, among AOL Time Warner (as successor by merger to Time Warner Inc.),
AT&T Corporation ("AT&T") (as successor by merger to MediaOne of Colorado,
Inc.), Advance Telecom Holdings Corporation ("Advance") (by transfer from
Advance/Newhouse Partnership) and Newhouse Telecom Holdings Corporation
("Newhouse") (by transfer from Advance/Newhouse Partnership), to vote their
shares of Class B Common Stock in favor of each others' directors AOL Time
Warner may be deemed the beneficial owner of 6,289,842 shares of Class B
Common Stock owned by AT&T, 6,036,063 shares of Class B Common Stock owned
by Advance and 9,536,856 shares of Class B Common Stock owned by Newhouse.
Page 3 of 36
SCHEDULE 13D
CUSIP No. Class A Common Stock -- 887319101
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FibrCom Holdings LP
I.R.S. No. 06-1530235
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)
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3 SEC USE ONLY
---------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
---------------------------------------------------------------------------
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
---------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY -------------------------------------------------
OWNED BY EACH 8 SHARED VOTING POWER
REPORTING 4,875,000 (Class B Common Stock) 1
PERSON WITH -------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
-------------------------------------------------
10 SHARED DISPOSITIVE POWER
4,875,000 (Class B Common Stock) 1
---------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,875,000 (Class B Common Stock) 1
---------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES * [X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.7% (Class B Common Stock) 1
12.7% (Class A Common Stock)
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14 TYPE OF REPORTING PERSON*
PN
---------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING
EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
(1) The Class B Common Stock of Time Warner Telecom Inc. is immediately
convertible on a share for share basis into Time Warner Telecom Class A
Common Stock.
Page 4 of 36
SCHEDULE 13D
CUSIP No. Class A Common Stock -- 887319101
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Time Warner Companies, Inc.
IRS No. 13-1388520
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)
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3 SEC USE ONLY
---------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
---------------------------------------------------------------------------
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
---------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY -------------------------------------------------
OWNED BY EACH 8 SHARED VOTING POWER
REPORTING 3,367,609 (Class B Common Stock) 1
PERSON WITH -------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
-------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,367,609 (Class B Common Stock) 1
---------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,367,609 (Class B Common Stock) 1
---------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.7% (Class B Common Stock)
9.1% (Class A Common Stock)
---------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
---------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING
EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
(1) The Class B Common Stock of Time Warner Telecom Inc. is immediately
convertible on a share for share basis into Time Warner Telecom Class A
Common Stock.
Page 5 of 36
SCHEDULE 13D
CUSIP No. Class A Common Stock -- 887319101
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
American Television and Communications Corporation
I.R.S. No. 13-2922502
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
---------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
---------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
---------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY -------------------------------------------------
OWNED BY EACH 8 SHARED VOTING POWER
REPORTING 15,469,415 (Class B Common Stock) 1
PERSON WITH -------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
-------------------------------------------------
10 SHARED DISPOSITIVE POWER
15,469,415 (Class B Common Stock) 1
---------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,469,415 (Class B Common Stock) 1
---------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.4% (Class B Common Stock) 1
31.6% (Class A Common Stock)
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14 TYPE OF REPORTING PERSON*
CO
---------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING
EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
(1) The Class B Common Stock of Time Warner Telecom Inc. is immediately
convertible on a share for share basis into Time Warner Telecom Class A
Common Stock.
Page 6 of 36
SCHEDULE 13D
CUSIP No. Class A Common Stock -- 887319101
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Warner Communications Inc.
I.R.S. No. 13-2696809
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)
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3 SEC USE ONLY
---------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
---------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
---------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
---------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY -------------------------------------------------
OWNED BY EACH 8 SHARED VOTING POWER
REPORTING 22,510,784 (Class B Common Stock) 1
PERSON WITH -------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
-------------------------------------------------
10 SHARED DISPOSITIVE POWER
22,510,784 (Class B Common Stock) 1
---------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,510,784 (Class B Common Stock) 1
---------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X]
---------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.2% (Class B Common Stock)
40.2% (Class A Common Stock)
---------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
---------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
(1) The Class B Common Stock of Time Warner Telecom Inc. is immediately
convertible on a share for share basis into Time Warner Telecom Class A
Common Stock.
Page 7 of 36
SCHEDULE 13D
CUSIP No. Class A Common Stock -- 887319101
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TW/TAE Inc.
I.R.S. No. 13-3667918
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)
---------------------------------------------------------------------------
3 SEC USE ONLY
---------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
---------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
---------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
---------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY -------------------------------------------------
OWNED BY EACH 8 SHARED VOTING POWER
REPORTING 3,367,609 (Class B Common Stock) 1
PERSON WITH -------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
-------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,367,609 (Class B Common Stock) 1
---------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,367,609 (Class B Common Stock) 1
---------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X]
---------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.7% (Class B Common Stock)
9.1% (Class A Common Stock)
---------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
---------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
(1) The Class B Common Stock of Time Warner Telecom Inc. is immediately
convertible on a share for share basis into Time Warner Telecom Class A
Common Stock.
Page 8 of 36
SCHEDULE 13D
CUSIP No. Class A Common Stock -- 887319101
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Paragon Communications
I.R.S. No. 84-1029466
---------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)
---------------------------------------------------------------------------
3 SEC USE ONLY
---------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
---------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
---------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
---------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY -------------------------------------------------
OWNED BY EACH 8 SHARED VOTING POWER
REPORTING 773,322 (Class B Common Stock) 1
PERSON WITH -------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
-------------------------------------------------
10 SHARED DISPOSITIVE POWER
773,322 (Class B Common Stock) 1
---------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
773,322 (Class B Common Stock) 1
---------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X]
---------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.1% (Class B Common Stock)
2.2% (Class A Common Stock)
---------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
---------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
(1) The Class B Common Stock of Time Warner Telecom Inc. is immediately
convertible on a share for share basis into Time Warner Telecom Class A
Common Stock.
Page 9 of 36
AOL Time Warner Inc., a Delaware corporation ("AOL Time Warner"),
and its wholly owned subsidiaries, Time Warner Inc., a Delaware corporation
("Time Warner"), Time Warner Companies, Inc., a Delaware corporation
("TWC"), Warner Communications Inc., a Delaware corporation ("Warner"),
American Television and Communications Corporation, a Delaware corporation
("ATC"), FibrCOM Holdings LP, a Delaware limited partnership ("Fibrcom"),
TW/TAE, Inc., a Delaware corporation ("TW/TAE"), and Paragon
Communications, a Colorado general partnership ("Paragon") (collectively,
the "Reporting Persons"), hereby file this Statement on Schedule 13D (the
"Statement") as required by Rule 13d-1(d) under the Securities Exchange Act
of 1934, as amended (the "Act"), relating to shares of Class B Common
Stock, par value $.01 per share, (the "Class B Common Stock"), of Time
Warner Telecom Inc. ("Time Warner Telecom") of which AOL Time Warner is the
ultimate beneficial owner. Each share of Class B Common Stock is
immediately convertible on a share for share basis into shares of Class A
Common Stock, par value $.01 per share (the "Class A Common Stock"), of
Time Warner Telecom. Pursuant to Rule 13d-1(k) under the Act and as
provided in the Joint Filing Agreement filed as Exhibit 3 hereto, the
Reporting Persons have agreed to file one statement with respect to their
ownership of Class B Common Stock of Time Warner Telecom. The joint
Schedule 13D of the Reporting Persons is hereinafter referred to as the
"Statement".
The Statement is being filed as a result of the combination (the
"Holding Company Transaction") on January 11, 2001 of America Online, Inc.
("AOL") and Time Warner, in connection with which (1) each of AOL and Time
Warner became a wholly owned subsidiary of AOL Time Warner and (2) AOL Time
Warner became the ultimate beneficial owner of the Time Warner Telecom
Class B Common Stock beneficially held by TWC, WCI, ATC, Fibrcom, TW/TAE
and Paragon, each an indirect wholly owned subsidiary of AOL Time Warner.
As a result of the Holding Company Transaction, Rule 13d-1(d) of the Act no
longer applies to Time Warner and AOL Time Warner is not eligible to use
Schedule 13G. AOL Time Warner is the beneficial owner of 69.7% of the Class
B Common Stock or upon conversion 32.3% of the Class A Common Stock of Time
Warner Telecom.
The Statement amends and supplements the Statement on Schedule
13G originally filed on February 14, 2000, with respect to shares of Class
A Common Stock beneficially owned by certain of the Reporting persons.
Item 1. Security and Issuer.
The Statement relates to the Class A Common Stock, par value $.01
per share, and the Class B Common Stock, par value $.01 per share ("Class B
Common Stock"), of Time Warner Telecom Inc., a Delaware corporation ("Time
Warner Telecom"). The address of the principal executive offices of Time
Warner Telecom is 10475 Park Meadows Drive, Littleton, CO 80124.
Page 10 of 36
Item 2. Identity and Background.
The Statement is filed on behalf of AOL Time Warner Inc., a
Delaware corporation ("AOL Time Warner"), Time Warner Inc., a Delaware
corporation ("Time Warner"), FibrCOM Holdings, LP, a Delaware limited
partnership ("Fibrcom"), Time Warner Companies, Inc., a Delaware
corporation ("TWC"), American Television and Communications Corporation, a
Delaware corporation ("ATC"), Warner Communications Inc., a Delaware
corporation ("Warner") TW/TAE, Inc., a Delaware corporation ("TW/TAE") and
Paragon Communications ("Paragon"), a Colorado general partnership. AOL
Time Warner, Time Warner, TWC, ATC, Fibrcom, Warner, TW/TAE and Paragon are
hereinafter collectively referred to as the "Reporting Persons".
AOL Time Warner has its principal executive offices at 75
Rockefeller Plaza, New York, NY 10019. AOL Time Warner is the first
internet powered media and communications company. Its business interests
include interactive services, cable systems, publishing, music, networks
and filmed entertainment. Substantially all of AOL Time Warner's interests
in filmed entertainment, most of its interests in cable systems and a
substantial portion of its interests in networks are held through Time
Warner Entertainment Company, L.P. ("TWE"), a Delaware limited partnership
in which AOL Time Warner has a majority interest.
Time Warner, a wholly owned subsidiary of AOL Time Warner, has
its principal executive offices at 75 Rockefeller Plaza, New York, New York
10019. Time Warner is a holding company with the same business interests as
AOL Time Warner, except it does not have an ownership interest in AOL's
interactive services businesses.
TWC, a wholly owned subsidiary of Time Warner, has its principal
executive offices at 75 Rockefeller Plaza, New York, NY 10019. TWC is a
holding company with interests in publishing, music, cable systems,
networks and filmed entertainment.
Warner, an indirect wholly owned subsidiary of TWC, has its
principal executive offices at 75 Rockefeller Plaza, New York, New York
10019. Warner is a holding company that holds partnership interests in TWE
and substantially all of AOL Time Warner's music business, conducted under
the umbrella name of Warner Music Group Inc.
ATC, a wholly owned subsidiary of TWC, has its principal
executive offices at 290 Harbor Drive, Stamford, CT 06902. ATC's principal
business activity is holding a general partnership interest in TWE.
Page 11 of 36
TW/TAE, an indirect wholly owned subsidiary of TWC, has its
principal executive offices at 75 Rockefeller Plaza, New York, NY 10019.
TW/TAE's principal business activity is holding a limited partnership
interest in TWE.
Fibrcom, an indirect wholly owned subsidiary of TWC, holds an
interest in Time Warner Telecom as its principal business activity. Its
principal executive offices are at 75 Rockefeller Plaza, New York, NY
10019. FIBRCOM Incorporated ("FI"), a Delaware corporation and the general
partner of Fibrcom, is a wholly owned indirect subsidiary of TWC and its
principal executive offices are at 75 Rockefeller Plaza, New York, NY
10019. FI is holding a company and its principal business activity is
holding an interest in Fibrcom.
Paragon, an indirect wholly owned subsidiary of TWC, owns and
operates cable television systems. The general manager of Paragon is KBL
Communications, Inc. ("KBL"), a Delaware corporation, which has its
principal executive offices at 75 Rockefeller Plaza, New York, NY 10019.
KBL is a holding company with interests in cable systems. KBL is a wholly
owned indirect subsidiary of TWC.
The name, business address, citizenship, present principal
occupation or employment (and the name, principal business and address of
any corporation or other organization in which such employment is
conducted) of each director and executive officer of each of the Reporting
Persons or any general partner of the Reporting Persons is set forth in
Annexes A through H, respectively, which Annexes are incorporated herein by
reference.
During the last five years, none of the Reporting Persons, nor,
to the best knowledge of the Reporting Persons, any person named in Annexes
A through H hereto has been (i) convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
Except as described herein, to the best knowledge of the
Reporting Persons as of the date hereof, (i) none of the Reporting Persons,
nor any of the persons listed on Annexes A to H beneficially ownes any
shares of Class A Common Stock and (ii) there have been no transactions in
the shares of Class A Common Stock or Class B Common Stock effected during
the past 60 days by the Reporting Persons, nor to the best of the knowledge
of the Reporting Persons, any of the persons listed on Annexes A through H.
Page 12 of 36
Item 3. Source and Amount of Funds or Other Consideration.
In 1998, Time Warner Telecom LLC ("TWT LLC") was created as a result
of a reorganization of the business telephony operations of Time Warner, TWE and
a partnership between TWE, Advance and Newhouse ("TWE-A/N"). As part of that
reorganization, (1) the business telephony operations conducted by Time Warner,
TWE and TWE-A/N were each contributed to TWT LLC and (2) TWE's and TWE-A/N's
interests therein were distributed to their partners, Time Warner, AT&T,
Advance and Newhouse.
On May 10, 1999, TWT LLC, Time Warner Telecom Inc., a wholly
owned subsidiary of TWT LLC ("TWT Inc.") and TW Telecom Merger Corp., a
newly formed Delaware corporation, entered into an Agreement and Plan of
Merger. Pursuant to the Agreement and Plan of Merger, TWT LLC and TWT Inc.
merged into TW Telecom Merger Corp., and TW Telecom Merger Corp., the
surviving corporation, changed its name to Time Warner Telecom Inc. (the
"Reconstitution"). The holders of Class B limited liability company
interests of TWT LLC became holders of Class B Common Stock of Time Warner
Telecom and the holders of Class A limited liability company interests of
TWT LLC became holders of Class A Common Stock of Time Warner Telecom. In
the Reconstitution, Time Warner exchanged Class B limited liability company
interests equaling a 62% Class B participation percentage in TWT LLC for
50,363,739 shares of Class B Common Stock of Time Warner Telecom.
The description of the Agreement and Plan of Merger contained
herein is qualified in its entirety by reference to the Agreement, which is
attached hereto as Exhibit 1.
On January 11, 2001, the Holding Company Transaction was
consummated pursuant to the Second Amended and Restated Agreement and Plan
of Merger, dated as of January 10, 2000, among AOL Time Warner, AOL, Time
Warner, America Online Merger Sub Inc., a wholly owned subsidiary of AOL
Time Warner ("AOL Merger Sub") and Time Warner Merger Sub Inc., a wholly
owned subsidiary of AOL Time Warner ("TW Merger Sub"), AOL Merger Sub was
merged into AOL and TW Merger Sub was merged into Time Warner (the
"Mergers"). As a result, AOL and Time Warner each became a wholly owned
subsidiary of AOL Time Warner. In addition, upon consummation of the
Mergers, (i) each outstanding share of AOL Common Stock was automatically
converted into one share of AOL Time Warner Common Stock, (ii) each
outstanding share of Time Warner Common Stock was automatically converted
into 1.5 shares of AOL Time Warner Common Stock and (iii) each outstanding
share of Time Warner Series LMCN-V Common Stock was automatically converted
into 1.5 shares of AOL Time Warner Series LMCN-V Common Stock having terms
substantially identical to those of the Time Warner Series LMCN-V common
stock.
As a result of the Holding Company Transaction, AOL Time Warner
became the ultimate beneficial owner of the Class B Common Stock of Time
Warner Telecom.
Page 13 of 36
Item 4. Purpose of Transaction.
As a result of the Holding Company Transaction, as described in
Item 3 above, AOL Time Warner beneficially holds 50,363,739 shares of Class
B Common Stock of Time Warner Telecom.
AOL Time Warner, Time Warner, TWC, WCI, ATC, Fibrcom, TW/TAE and
Paragon intend to review and evaluate their investment in Time Warner
Telecom from time to time consistent with the contractual restrictions set
forth in Item 6. On the basis of such review and evaluation, AOL Time
Warner, Time Warner, TWC, WCI, ATC, Fibrcom, TW/TAE and Paragon may acquire
additional Time Warner Telecom securities from time to time in market
transactions or otherwise or may dispose of some or all of their holdings
of Time Warner Telecom securities from time to time in market transactions
or otherwise or may participate in an extraordinary corporate transaction,
such as a merger, reorganization or liquidation, involving Time Warner
Telecom. In addition, as described in Item 6 below, pursuant to a recent
amendment to the Stockholders Agreement, AOL Time Warner has the ability to
appoint four directors to the board of directors of Time Warner Telecom (as
opposed to three directors prior to the recent amendment). AOL
Time Warner has not yet named the fourth director.
Other than as reported in this Item 4, none of the Reporting
Persons have any current plans or proposals that relate to or would result
in (i) the acquisition or disposition of securities of Time Warner Telecom;
(ii) initiating an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving Time Warner Telecom or any of its
subsidiaries; (iii) a sale or transfer of a material amount of assets of
Time Warner Telecom or any of its subsidiaries; (iv) any change in the
present board of directors or management of Time Warner Telecom including
any plans or proposals to change the number or term of directors or to fill
any existing vacancies on the board; (v) any material change in the present
capitalization or dividend policy of Time Warner Telecom; (vi) initiating
any other material change in Time Warner Telecom's business or corporate
structure; (vii) changes in Time Warner Telecom's charter, by-laws or
instruments corresponding thereto or other actions which may impede the
acquisition of control of Time Warner Telecom by any person; (viii) causing
a class of securities of Time Warner Telecom to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities
association; (ix) causing a class of equity securities of Time Warner
Telecom to become eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (x)
any action similar to any of those enumerated in clauses (i) through (ix)
of this sentence.
Page 14 of 36
Item 5. Interest in Securities of the Issuer.
The Reporting Persons directly own the following shares of Class
B Common Stock of Time Warner Telecom:
Class A
Reporting Person Common Stock
---------------- ------------
Warner Communications Inc. 22,510,784
American Television and
Communications Corporation 15,469,415
FibrCOM Holdings, LP 4,875,000
Time Warner Companies, Inc. 3,367,609
TW/TAE Inc. 3,367,609
Paragon Communications 773,322
In addition, each Reporting Person listed above beneficially owns
an equal number of shares of Class A Common Stock by virtue of that party's
ownership of Class B Common Stock, which is convertible at any time on a
share for share basis into Class A Common Stock.
Because each of the Reporting Persons listed above is an indirect
wholly owned subsidiary of AOL Time Warner, AOL Time Warner may be deemed
to be the indirect beneficial owner of the shares of Class B Common Stock
(and Class A Common Stock due to the conversion explained above) owned by
such Reporting Persons. Accordingly, AOL Time Warner, and the Reporting
Persons as a group, beneficially own 50,363,793 shares of Class B Common
Stock and an equal number of shares of Class A Common Stock (due to the
conversion right) and may be deemed to share voting and dispositive power.
Because of the provisions of the Stockholders Agreement,
described in Item 6 below, relating to the voting and disposition of the
Class B Common Stock by AOL Time Warner (as successor by merger to Time
Warner), AT&T Corporation ("AT&T") (as successor by merger to MediaOne
Group, Inc.), Advance Telecom Holdings Corporation ("Advance") (by transfer
from Advance/Newhouse Partnership) and Newhouse Telecom Holdings
Corporation (by transfer from Advance/Newhouse Partnership) ("Newhouse",
and together with AOL Time Warner, AT&T and Advance, the "Existing
Stockholders"), the Existing Stockholders may be deemed to constitute a
"group". The Existing Stockholders collectively have beneficial ownership
of 72,226,500 shares of Class B Common Stock (and 72,226,500 shares of
Class A Common Stock, based upon conversion of the Class B Common Stock).
The Reporting Persons disclaim beneficial ownership of any of the shares
owned by AT&T, Advance and Newhouse.
One person who is a director of FI and a director and executive
officer of KBL, and who serves as an AOL Time Warner nominee on the board
of Time Warner Telecom, has reported legal beneficial ownership of Class A
Common Stock of Time Warner Telecom, as follows: Spencer B. Hays has
reported that he has sole voting and dispositive power over 2,000 shares of
Class A Common Stock of Time Warner Telecom that were purchased in the open
market with personal funds.
Page 15 of 36
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
In connection with the Reconstitution, Time Warner, MediaOne and
Newhouse entered into a Stockholders Agreement dated as of May 10, 1999
(the "Stockholders Agreement"). The following summary description of the
Stockholders Agreement does not purport to be complete and is qualified in
its entirety by reference to the text of such agreement, which is attached
hereto as Exhibit 2. Additionally, there can be no assurance that the
Existing Stockholders will not cause the Stockholders Agreement to be
amended, modified or terminated or cause Time Warner Telecom to waive any
provision of such agreement.
The Stockholders Agreement provides that at each annual meeting
of Time Warner Telecom's stockholders at which directors are elected, the
holders of the Class B Common Stock will vote their shares in favor of the
following nominees:
(1) the nominees selected by the holders of Class B Common Stock as
described in the next paragraph,
(2) the chief executive officer, and
(3) three nominees who are neither employed nor affiliated with Time
Warner Telecom or any holder of Class B Common Stock and who are
selected by a committee comprised of all the members of the board
of directors, other than the chief executive officer and the
independent directors;
provided that if the Existing Stockholders do not have the right to
nominate a total of at least three Class B nominees, such nominating
committee shall consist of a total of three directors and shall include
such Class B nominees plus such other director or directors as shall be
determined by a majority of the board of directors. Solely as a result of
the agreement of each Existing Stockholder to vote in favor of the other
Existing Stockholders' director nominees under the stockholders agreement,
the Existing Stockholders may be deemed to share beneficial ownership of
the shares beneficially owned by each of them. AOL Time Warner disclaims
any such beneficial ownership
Page 16 of 36
Initially under the Stockholders Agreement, the Class B nominees
were selected as follows: initially three Class B nominees were designated
by AOL Time Warner, three by AT&T and one by Advance and Newhouse. Under
the Stockholders Agreement, the ability of the Existing Stockholders to
designate any Class B nominees depends on the identity of the particular
stockholder and the percentage of shares of Class A Common Stock and Class
B Common Stock owned by it. As of June 30, 2000, each Existing Stockholder
must own at least 7.28% of the Common Stock to appoint one director. In the
case of AOL Time Warner, so long as it owns at least 14.55% of the Common
Stock it will be entitled to nominate four directors. In the event that AOL
Time Warner owns less than 14.55% of the Common Stock, which event is
referred to herein as an "AOL Time Warner step event", the number of
directors which AOL Time Warner may nominate will decrease proportionally
with its ownership of the Common Stock until it owns less than 7.28%, at
which point it will not be entitled to nominate any directors. In the case
of AT&T, so long as an AOL Time Warner step event has not occurred and it
owns at least 7.28% of the Common Stock, AT&T will be entitled to nominate
three directors. If an AOL Time Warner step event has occurred, the number
of directors that AT&T is entitled to nominate will decrease proportionally
with its ownership of the Common Stock (in accordance with the same
percentage thresholds as apply to AOL Time Warner) until it owns less than
7.28%, at which point it will not be entitled to nominate any directors. If
an AOL Time Warner step event has not occurred but AT&T owns less than
7.28% of the Common Stock, it will not be entitled to nominate any
directors. In the case of the Advance/Newhouse stockholder group, so long
as it owns at least 7.28% of the Common Stock, the Advance/Newhouse
stockholder group will be entitled to nominate one director. The foregoing
percentages shall be adjusted, from time to time, in the event that Time
Warner Telecom issues additional shares of Common Stock or takes actions in
respect of Common Stock, such as stock splits or recapitalizations, to
reflect the percentages that would have been in effect had such action been
taken as of the effective date of the Reconstitution and prior to the
computation of such percentages.
The Stockholders Agreement prohibits any transfer of Class B
Common Stock held by the Existing Stockholders, unless expressly permitted
under the terms thereof. In addition, voting agreements relating to the
Class B Common Stock with any third party are prohibited.
Page 17 of 36
If a selling Class B stockholder proposes to sell all of its
shares of Class B Common Stock pursuant to a bona fide offer from an
unaffiliated third party, such stockholder shall give a refusal notice to
all other holders of Class B Common Stock. The notice must contain the
identity of the offeror and an offer to sell such stock to the holders of
Class B Common Stock upon the terms and subject to the conditions set forth
in the offer from the third party. The non-selling holders of Class B
Common Stock will have the right of first refusal to purchase pro rata all,
but not less than all, of such Class B Common Stock. If the non-selling
holders do not exercise that right for all the shares, the selling Class B
Stockholder shall be free, for a period of 90 days thereafter, to sell such
shares of Class B Common Stock, as shares of Class B Common Stock, to the
third party offeror on terms and conditions that are no less favorable to
the selling Class B Common stockholder than those contained in the refusal
notice. If a holder sells all, but not less than all, of its Class B Common
Stock as shares of Class B Common Stock, such holder may transfer its right
to nominate Class B nominees for election to the board of directors. In
addition, if AOL Time Warner proposes to sell all, but not less than all,
of its Class B Common Stock together with shares of its Class A Common
Stock that represent an aggregate of more than one-third of the outstanding
shares of Common Stock, then other holders of Class B Common Stock will
have certain "tag-along" rights that provide them with the right to sell
their shares of Class A Common Stock and Class B Common Stock on a pro rata
basis along with, and on the same terms and conditions as, AOL Time Warner.
However, these "tag-along" rights apply to all Class B Common Stock prior
to applying to any Class A Common Stock held by such holders. In connection
with such sale, AOL Time Warner and any other stockholder transferring all
of its shares of Class B Common Stock shall have the right to transfer all
of its right, if any, to nominate Class B nominees for election to the
board of directors. In addition, AOL Time Warner and the other selling
stockholders will not be required to convert their shares of Class B Common
Stock to Class A Common Stock prior to such sale.
Except for transfers to affiliates and any other transfer
described above, immediately prior to any direct transfer of Class B Common
Stock or certain indirect transfers of Class B Common Stock, the Class B
Common Stock must be converted to Class A Common Stock. Except for
transfers described above, a stockholder may not transfer its right to
nominate Class B nominees. A holder of Class B Common Stock will not be
required to convert its shares into Class A Common Stock, and such holder's
right to nominate Class B nominees will not terminate, if such holder is
acquired by a third party or such holder distributes to its stockholders a
company holding its shares of Class B Common Stock, as well as other
assets.
Page 18 of 36
Item 7. Material to Be Filed as Exhibits.
Exhibit 1: Agreement and Plan of Merger dated as of May 10, 1999
(incorporated by reference to Exhibit 2.1 to Time Warner
Telecom's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1998 (File No. 0-30218)).
Exhibit 2: Stockholders Agreement dated as of May 10, 1999
(incorporated by reference to Exhibit 4.1 to Time Warner
Telecom's Registration Statement on Form S-1 (Registration
No. 333-49439)).
Exhibit 3: Joint filing Agreement among AOL Time Warner, Time
Warner, TWC, WCI, ATC, TW/TAE, Paragon and
Fibrcom.
Page 19 of 36
Signature
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned certify that the information set
forth in this Statement is true, complete and correct.
Date: January 23, 2001
AOL TIME WARNER INC.
By /s/ J. Michael Kelly
-----------------------------
Name: J. Michael Kelly
Title: Executive Vice
President and Chief
Financial Officer
TIME WARNER INC.
By /s/ Spencer B. Hays
-----------------------------
Name: Spencer B. Hays
Title: Senior Vice President
TIME WARNER COMPANIES, INC.
By /s/ Spencer B. Hays
-----------------------------
Name: Spencer B. Hays
Title: Senior Vice President
WARNER COMMUNICATION INC.
By /s/ Spencer B. Hays
-----------------------------
Name: Spencer B. Hays
Title: Vice President
AMERICAN TELEVISION AND
COMMUNICATIONS CORPORATION
By /s/ Spencer B. Hays
-----------------------------
Name: Spencer B. Hays
Title: Vice President
Page 20 of 36
FIBRCOM HOLDINGS, L.P.
By its general partner
By /s/ Spencer B. Hays
-----------------------------
Name: Spencer B. Hays
Title: Vice President
TW/TAE, INC
By /s/ Spencer B. Hays
-----------------------------
Name: Spencer B. Hays
Title: Vice President
PARAGON COMMUNICATIONS
By its managing general
partner KBL COMMUNICATIONS INC.
By /s/ Spencer B. Hays
-----------------------------
Name: Spencer B. Hayes
Title: Vice President
Page 21 of 36
EXHIBIT 3
JOINT FILING AGREEMENT
AOL Time Warner Inc., Time Warner Inc., Time Warner Companies, Inc., Warner
Communications Inc., American Television and Communications Corporation,
TW/TAE, Inc., Paragon Communications and Fibrcom Holdings, LP, each hereby
agrees, in accordance with Rule 13d-1(k) under the Securities Exchange Act
of 1934 (the "Act"), as amended, that the Statement on Schedule 13D filed
herewith, and any amendments thereto, relating to the shares of Class A
Common Stock, par value $.01 per share and upon conversion of the Class B
Common Stock, par value $.01 per share, of Time Warner Telecom Inc., is,
and will be, filed jointly on behalf of each such person and further agree
that this Joint Filing Agreement be included as an Exhibit to such joint
filings. In evidence thereof, the undersigned hereby execute this Agreement
as of the date set forth below.
Dated: January 23, 2001
AOL TIME WARNER INC.
BY /s/ J. Michael Kelly
-----------------------------
Name: J. Michael Kelly
Title: Executive Vice President
and Chief Financial
Officer
TIME WARNER INC.
BY /s/ Spencer B. Hays
-----------------------------
Name: Spencer B. Hays
Title: Senior Vice President
TIME WARNER COMPANIES, INC.
BY /s/ Spencer B. Hays
-----------------------------
Name: Spencer B. Hays
Title: Senior Vice President
WARNER COMMUNICATIONS INC.
BY /s/ Spencer B. Hays
-----------------------------
Name: Spencer B. Hays
Title: Senior Vice President
Page 22 of 36
AMERICAN TELEVISION AND
COMMUNICATIONS CORPORATION
By /s/ Spencer B. Hays
-----------------------------
Name: Spencer B. Hays
Title: Vice President
FIBRCOM HOLDINGS, L.P.,
By its general partner,
By /s/ Spencer B. Hays
-----------------------------
Name: Spencer B. Hays
Title: Vice President
TW/TAE, Inc.
By /s/ Spencer B. Hays
-----------------------------
Name: Spencer B. Hays
Title: Vice President
PARAGON COMMUNICATIONS,
By its managing general partner
KBL Communications Inc.
By /s/ Spencer B. Hays
-----------------------------
Name: Spencer B. Hays
Title: Vice President
Page 23 of 36
ANNEX A
The following is a list of the directors and executive officers
of AOL Time Warner Inc. ("AOL Time Warner"), setting forth the business
address and present principal occupation or employment (and the name,
principal business and address of any corporation or organization in which
such employment is conducted) of each such person. To the best knowledge of
AOL Time Warner, each person is a citizen of the United States of America.
Directors
Principal Occupation or
Name Office Employment and Address
---- ------ ----------------------
Daniel F. Akerson Director Chairman of the Board and
Chief Executive Officer,
XO Communications, Inc.
11111 Sunset Hills Drive
Reston, VA 20190
(a broadband and communications
company)
James L. Barksdale Director Partner,
The Barksdale Group
c/o AOL Time Warner*
(a venture capital firm)
Stephen F. Bollenbach Director President and Chief
Financial Officer,
Hilton Hotels Corporation
c/o Hilton Hotels Corporation
9396 Civic Center Drive
Beverly Hills, CA 90210
(hotel ownership and management)
Stephen M. Case Director and Chairman, AOL
Chairman Time Warner*
Frank J. Caufield Director Partner,
Kleiner Perkins Caufield & Byers
2750 Sand Hill Road
Menlo Park, CA 94025
(a venture capital partnership)
Miles R. Gilbourne Director Director,
AOL Time Warner*
*The business address of AOL Time Warner, Time Warner, TWC, WCI, TW/TAE,
Fibrcom, FI, Paragon and KBL is 75 Rockefeller Plaza, New York, NY 10019.
Page 24 of 36
Principal Occupation or
Name Office Employment and Address
---- ------ ----------------------
Carla A. Hills Director Chairman and Chief
Executive Officer
Hills & Company
1200 19th Street, NW
Washington, DC 20036
(international trade and
investment consultants)
Gerald M. Levin Director, and Chief Executive
Chief Executive Officer, AOL Time Warner*
Officer
Reuben Mark Director Chairman and Chief
Executive Officer
Colgate-Palmolive
Company
300 Park Avenue
New York, NY 10022
(consumer products)
Michael A. Miles Director Former Chairman and
Chief Executive Officer
of Philip Morris
Companies Inc., Director
of various companies
Three Lakes Drive
Northfield, IL 60093
Kenneth J. Novack Director and Director and Vice Chairman
Vice Chairman AOL Time Warner*
Richard D. Parsons Director Co-Chief Operating Officer
and Co-Chief AOL Time Warner*
Operating Officer
*The business address of AOL Time Warner, Time Warner, TWC, WCI, TW/TAE,
Fibrcom, FI, Paragon and KBL is 75 Rockefeller Plaza, New York, NY 10019.
Page 25 of 36
Principal Occupation or
Name Office Employment and Address
---- ------ -----------------------
Robert W. Pittman Director and Co-Chief Operating Officer
Co-Chief Operating AOL Time Warner*
Officer
Franklin D. Raines Director Chairman and Chief
Executive Officer
Fannie Mae
3900 Wisconsin Avenue NW
Washington, DC 20016-2806
(non-bank financial services
company)
R. E. Turner Director, Vice Chairman and Senior
Vice Chairman Advisor, AOL Time
and Senior Warner*
Advisor
Francis T. Director Chairman of
Vincent, Jr. Vincent Enterprises
(private investor),
and Director of Various
Companies
290 Harbor Drive
Stamford, CT 06902
Executive Officers Who Are Not Directors
----------------------------------------
Richard J. Bressler Executive Executive Vice President and
Vice President Chief Executive Officer of
AOL Time Warner
Investments,
AOL Time Warner*
Paul T. Cappuccio Executive Vice Executive Vice President,
President, General Counsel and Secretary
General Counsel AOL Time Warner*
and Secretary
*The business address of AOL Time Warner, Time Warner, TWC, WCI, TW/TAE,
Fibrcom, FI, Paragon and KBL is 75 Rockefeller Plaza, New York, NY 10019.
Page 26 of 36
Principal Occupation or
Name Office Employment and Address
---- ------ ----------------------
David M. Colburn Executive Executive Vice President,
Vice President AOL Time Warner*
J. Michael Kelly Executive Vice Executive Vice President
President and and Chief Financial Officer,
Chief Financial AOL Time Warner*
Officer
Kenneth B. Lerer Executive Vice Executive Vice President,
President AOL Time Warner*
William J. Raduchel Executive Vice Executive Vice President
President and and Chief Technology
Chief Technology Officer, AOL Time Warner*
Officer
Mayo S. Stuntz, Jr. Executive Vice Executive Vice President,
President AOL Time Warner*
George Executive Vice Executive Vice President
Vradenburg, III President for Global for Global and Strategic
and Strategic Policy Policy, AOL Time Warner*
*The business address of AOL Time Warner, Time Warner, TWC, WCI, TW/TAE,
Fibrcom, FI, Paragon and KBL is 75 Rockefeller Plaza, New York, NY 10019.
Page 27 of 36
ANNEX B
-------
The following is a list of the directors and executive officers of Time
Warner Inc. ("Time Warner"), setting forth the business address and present
principal occupation or employment (and the name, principal business and
address of any corporation or organization in which such employment is
conducted) of each such person. To the best knowledge of Time Warner, each
person is a citizen of the United States of America.
Principal Occupation or
Name Office Employment and Address
---- ------ ----------------------
Spencer B. Hays Director, Senior Vice President
Senior Vice President and Deputy General
and Deputy General Counsel,
Counsel AOL Time Warner*
Paul T. Cappuccio Director, Executive Executive Vice President
Vice President, General and General Counsel,
Counsel and Secretary AOL Time Warner*
Thomas W. McEnerney Director and Vice Vice President and General
President Counsel
AOL Time Warner*
Stephen M. Case Chairman Chairman, AOL
Time Warner*
Gerald M. Levin Chief Executive Chief Executive
Officer Officer, AOL Time Warner*
Officer
Richard J. Bressler Executive Executive Vice President
Vice President and Chief Executive Officer
AOL Time Warner
Investments,
AOL Time Warner*
David M. Colburn Executive Executive Vice President,
Vice President AOL Time Warner*
*The business address of AOL Time Warner, Time Warner, TWC, WCI, TW/TAE,
Fibrcom, FI, Paragon and KBL is 75 Rockefeller Plaza, New York, NY 10019.
Page 28 of 36
Principal Occupation or
Name Office Employment and Address
---- ------ ----------------------
J. Michael Kelly Executive Vice Executive Vice President
President and and Chief Financial Officer,
Chief Financial AOL Time Warner*
Officer
Kenneth B. Lerer Executive Vice Executive Vice President,
President AOL Time Warner*
Kenneth J. Novack Vice Chairman Director and Vice Chairman
AOL Time Warner*
Richard D. Parsons Co-Chief Co-Chief Operating Officer
Operating Officer AOL Time Warner*
Robert W. Pittman Co-Chief Co-Chief Operating Officer
Operating Officer AOL Time Warner*
William J. Raduchel Executive Vice Executive Vice President
President and Chief Technology
Officer, AOL Time Warner*
R. E. Turner Vice Chairman Vice Chairman and Senior
and Senior Advisor, AOL Time
Advisor Warner*
Mayo S. Stuntz, Jr. Executive Vice Executive Vice President
President AOL Time Warner*
George Executive Vice Executive Vice President
Vradenburg, III President for Global and Strategic
Policy, AOL Time Warner*
Thomas W. Director, Vice President
McEnerney Vice President AOL Time Warner*
*The business address of AOL Time Warner, Time Warner, TWC, WCI, TW/TAE,
Fibrcom, FI, Paragon and KBL is 75 Rockefeller Plaza, New York, NY 10019.
Page 29 of 36
ANNEX C
-------
The following is a list of the directors and executive officers of Time
Warner Companies, Inc. ("TWC"), setting forth the business address and
present principal occupation or employment (and the name, principal
business and address of any corporation or organization in which such
employment is conducted) of each such person. To the best knowledge of TWC,
each person is a citizen of the United States of America.
Principal Occupation or
Name Office Employment and Address
---- ------ ----------------------
Richard J. Director, Executive Vice President and
Bressler Executive Vice Chief Executive Officer of
President AOL Time Warner
Investments,
AOL Time Warner*
Richard D. Director and President Co-Chief Operating
Parsons Officer,
AOL Time Warner*
Paul T. Cappuccio Director, Executive Executive Vice President,
Vice President, General General Counsel and Secretary
Counsel and Secretary
Stephen M. Case Chairman Chairman,
AOL Time Warner
David M. Colburn Executive Executive Vice President,
Vice President AOL Time Warner*
J. Michael Kelly Executive Vice Executive Vice President
President and and Chief Financial Officer,
Chief Financial AOL Time Warner*
Officer
Kenneth B. Lerer Executive Vice Executive Vice President,
President AOL Time Warner*
*The business address of AOL Time Warner, Time Warner, TWC, WCI, TW/TAE,
Fibrcom, FI, Paragon and KBL is 75 Rockefeller Plaza, New York, NY 10019.
Page 30 of 36
Principal Occupation or
Name Office Employment and Address
---- ------ -----------------------
Gerald M. Levin Chief Executive Chief Executive Officer,
Officer AOL Time Warner*
Kenneth J. Novack Vice Chairman Director and Vice Chairman
AOL Time Warner*
Richard D. Parsons Co-Chief Co-Chief Operating Officer
Operating Officer AOL Time Warner*
Robert W. Pittman Co-Chief Co-Chief Operating Officer
Operating Officer AOL Time Warner*
William J. Raduchel Executive Vice Executive Vice President
President and Chief Technology
Officer, AOL Time Warner*
Mayo S. Stuntz, Jr. Executive Vice Executive Vice President
President AOL Time Warner*
R. E. Turner Vice Chairman Vice Chairman and Senior
and Senior Advisor, AOL Time
Advisor Warner*
George Executive Vice Executive Vice President
Vradenburg, III President for Global and Strategic
Policy, AOL Time Warner*
*The business address of AOL Time Warner, Time Warner, TWC, WCI, TW/TAE,
Fibrcom, FI, Paragon and KBL is 75 Rockefeller Plaza, New York, NY 10019.
Page 31 of 36
ANNEX D
-------
The following is a list of the directors and executive officers of Warner
Communications Inc. ("WCI"), setting forth the business address and present
principal occupation or employment (and the name, principal business and
address of any corporation or organization in which such employment is
conducted) of each such person. To the best knowledge of WCI, each person
is a citizen of the United States of America.
Principal Occupation or
Name Office Employment and Address
---- ------ ----------------------
Richard J. Director and Executive Vice President
Bressler Executive Vice and Chief Executive Officer
President of AOL Time Warner
Investments,
AOL Time Warner*
Gerald M. Chairman and Chief Chief Executive Officer,
Levin Executive Officer AOL Time Warner*
Richard D. Director Co-Chief Operating
Parsons Officer, AOL Time
Warner*
*The business address of AOL Time Warner, Time Warner, TWC, WCI, TW/TAE,
Fibrcom, FI, Paragon and KBL is 75 Rockefeller Plaza, New York, NY 10019.
Page 32 of 36
ANNEX E
-------
The following is a list of the directors and executive officers of American
Television and Communications Corporation ("ATC"), setting forth the
business address and present principal occupation or employment (and the
name, principal business and address of any corporation or organization in
which such employment is conducted) of each such person. The principal
executive office of ATC is 290 Harbor Drive, Stamford, CT 06902. To the
best knowledge of ATC, each person is a citizen of the United States of
America.
Principal Occupation or
Name Office Employment and Address
---- ------ ----------------------
Gerald M. Levin Director, Chief Executive
Chairman and Officer,
Chief Executive AOL Time Warner*
Officer
Richard D. Parsons Director and Co-Chief Operating
President Officer,
AOL Time Warner*
Richard J. Bressler Executive Vice Executive Vice
President President and Chief Executive
Officer of AOL Time Warner
Investments,
AOL Time Warner*
*The business address of AOL Time Warner, Time Warner, TWC, WCI, TW/TAE,
Fibrcom, FI, Paragon and KBL is 75 Rockefeller Plaza, New York, NY 10019.
Page 33 of 36
ANNEX F
-------
The following is a list of the directors and executive officers of TW/TAE,
Inc. ("TW/TAE"), setting forth the business address and present principal
occupation or employment (and the name, principal business and address of
any corporation or organization in which such employment is conducted) of
each such person. To the best knowledge of TW/TAE, each person is a citizen
of the United States of America.
Principal Occupation or
Name Office Employment and Address
---- ------ ----------------------
Richard D. Parsons Director and President Co-Chief Operating
Officer,
AOL Time Warner*
*The business address of AOL Time Warner, Time Warner, TWC, WCI, TW/TAE,
Fibrcom, FI, Paragon and KBL is 75 Rockefeller Plaza, New York, NY 10019.
Page 34 of 36
ANNEX G
-------
The following is a list of the directors and executive officers of FIBRCOM
Incorporated, the general partner of Fibrcom Holdings, LP, setting forth
the business address and present principal occupation or employment (and
the name, principal business and address of any corporation or organization
in which such employment is conducted) of each such person. To the best
knowledge of FI, each person is a citizen of the United States.
Principal Occupation
Name Office or Employment Address
---- ------ ---------------------
Spencer B. Hays Director and Vice President Senior Vice President and
Deputy General Counsel,
AOL Time Warner*
John A. LaBarca Director Senior Vice President,
Financial Operations,
AOL Time Warner*
Richard J. Davies President Senior Vice President -
Corporate Development,
Time Warner Cable, a
division of Time Warner
Entertainment Company, L.P.
290 Harbor Drive
Stamford, CT 06902
*The business address of AOL Time Warner, Time Warner, TWC, WCI, TW/TAE,
Fibrcom, FI, Paragon and KBL is 75 Rockefeller Plaza, New York, NY 10019.
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ANNEX H
-------
The following is a list of the directors and executive offices of KBL
Communications, Inc. ("KBL"), the managing general partner of Paragon
Communications, a Colorado general partnership, setting forth the business
address and present principal occupation or employment (and the name,
principal business and address of any corporation or organization in which
such employment is conducted) of each such person. To the best knowledge of
KBL, each person is a citizen of the United States of America.
Principal Occupation
Name Office or Employment Address
---- ------ ---------------------
Spencer B. Hays Director and Senior Senior Vice President and
Vice President Deputy General Counsel,
AOL Time Warner*
John A. LaBarca Director, Senior Senior Vice President,
Vice President and Financial Operations,
Controller AOL Time Warner*
*The business address of AOL Time Warner, Time Warner, TWC, WCI, TW/TAE,
Fibrcom, FI, Paragon and KBL is 75 Rockefeller Plaza, New York, NY 10019.
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