-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TAzGv2jCWwLp5L/LgeffgEYD+h4Bi1eTuha+nIJD7+2UqPriyz7kPSwYoqdRybCj tuAGVnYb5DNv+Z4W9LTBFw== 0000950172-99-000743.txt : 19990615 0000950172-99-000743.hdr.sgml : 19990615 ACCESSION NUMBER: 0000950172-99-000743 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990611 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ASSOCIATED GROUP INC CENTRAL INDEX KEY: 0000931183 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 510260858 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-43771 FILM NUMBER: 99644963 BUSINESS ADDRESS: STREET 1: 200 GATEWAY TOWERS CITY: PITTSBURGH STATE: PA ZIP: 15222 BUSINESS PHONE: 4122811907 MAIL ADDRESS: STREET 1: 200 GATEWAY TOWERS CITY: PITTSBURGH STATE: PA ZIP: 15222 FORMER COMPANY: FORMER CONFORMED NAME: ASSOCIATED COMMUNICATIONS OF DELAWARE INC DATE OF NAME CHANGE: 19941011 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BERKMAN LILLIAN R CENTRAL INDEX KEY: 0001002015 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 200 GATEWAY TOWERS CITY: PITTSBURGH STATE: PA ZIP: 15222 BUSINESS PHONE: 4122811907 MAIL ADDRESS: STREET 1: 200 GATEWAY TOWERS CITY: PITTSBURGH STATE: PA ZIP: 15222 SC 13D/A 1 SCHEDULE 13D - AMENDMENT NO. 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* The Associated Group, Inc. (Name of Issuer) Class A Common Stock, par value $.10 per share Class B Common Stock, par value $.10 per share (Title of Class of Securities) 045651 10 6 (Class A) 045651 20 5 (Class B) (CUSIP Number) Lillian R. Berkman c/o The Associated Group, Inc. 650 Madison Avenue 25th Floor New York, New York 10022 (212) 301-2800 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copies to: Scott G. Bruce, Esq. Kent A. Coit, Esq. The Associated Group, Inc. Skadden, Arps, Slate, Meagher Three Bala Plaza East & Flom LLP Suite 502 One Beacon Street Bala Cynwyd, Pennsylvania 19004 Boston, Massachusetts 02108 (610) 660-4910 (617) 573-4800 May 28, 1999 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7(b) for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D CUSIP Nos. 045651 10 6 (Class A) 045651 20 5 (Class B) ------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Lillian R. Berkman ###-##-#### ------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ( ) (b) (X) ------------------------------------------------------------------- 3. SEC USE ONLY ------------------------------------------------------------------- 4. SOURCE OF FUNDS (See Instructions) 00 (See Item 3) ------------------------------------------------------------------- 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) ------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States ------------------------------------------------------------------- 7. SOLE VOTING POWER (See Item 5) NUMBER OF -0- (Class A) SHARES -0- (Class B) BENEFICIALLY ----------------------------------------- OWNED BY 8. SHARED VOTING POWER (See Item 5) EACH 3,234,020 (Class A) REPORTING 3,111,870 (Class B) PERSON ----------------------------------------- WITH 9. SOLE DISPOSITIVE POWER (See Item 5) -0- (Class A) 450,000 (Class B) ------------------------------------------ 10. SHARED DISPOSITIVE POWER (See Item 5) 3,234,020 (Class A) 2,661,870 (Class B) -------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,234,020 (Class A) 3,111,870 (Class B) ------------------------------------------------------------------- 12. CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES (See Instructions) (X) ------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 17.2% (Class A) 16.0% (Class B) ------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON (See Instructions) IN ------------------------------------------------------------------- Note: This Amendment No. 1 to Schedule 13D (this "Amendment No. 1") amends a Statement on Schedule 13D, dated October 3, 1995 (the "Schedule 13D"), as amended by this Amendment No. 1, this "Statement"), filed on behalf of Lillian R. Berkman, relating to the Class A Common Stock (as defined herein) and the Class B Common Stock (as defined herein). This Amendment No. 1 is being filed to report the Voting Agreement (as defined herein) entered into by Lillian Berkman on May 28, 1999, and also reflects a gift of 200,000 shares of Class A Common Stock made on behalf of the Estate of Jack N. Berkman, of which Ms. Berkman is an Executor, to the Sybiel Berkman Foundation (the "SBF"), of which Ms. Berkman is a trustee. The share amounts set forth in this Amendment No. 1 reflect the two-for-one split of the Class A Common Stock and the Class B Common Stock, effected by a stock dividend paid on October 27, 1997, so that any share amounts relating to an event preceding such stock split reflect such stock split as if such stock split preceded such event. Pursuant to Section 232.101 of Regulation S-T, which provides that an amendment to a paper format Schedule 13D filed by a registrant that has become subject to mandated electronic filing shall be in electronic format and the first such amendment shall restate the entire text of the Schedule 13D (except that previously filed paper exhibits to such Schedule 13D are not required to be restated), this Amendment No. 1 amends, supplements and restates, as of the date set forth on the signature page below, the Schedule 13D. Item 1. Security and Issuer. The titles of the classes of equity securities to which the Schedule 13D, as amended by this Amendment No. 1, relates are the Class A Common Stock, par value $.10 per share (together with the preferred stock purchase rights associated therewith, the "Class A Common Stock"), and the Class B Common Stock, par value $.10 per share (together with the preferred stock purchase rights associated therewith, the "Class B Common Stock" and together with the Class A Common Stock, the "Company Common Stock"), of The Associated Group, Inc., a Delaware corporation (the "Company"), 200 Gateway Towers, Pittsburgh, Pennsylvania 15222. Item 2. Identity and Background. (a) The Schedule 13D, as amended by this Amendment No. 1, is filed on behalf of Lillian R. Berkman who is referred to herein as "Ms. Berkman". (b) Ms. Berkman's business address is c/o The Associated Group, Inc., 650 Madison Avenue, 25th Floor, New York, New York 10022. (c) Ms. Berkman is a Vice President of the Company. (d) and (e) During the past five years, Ms. Berkman has not (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating any activities subject to, federal or state securities laws or finding any violation of such laws. (f) Ms. Berkman is a citizen of the United States. Item 3. Source and Amount of Funds or Other Consideration. On October 3, 1995, Preliminary Letters Testamentary, and subsequently, on January 3, 1996, Full Letters Testamentary (the "Letters Testamentary") were issued by the Surrogate's Court of New York County, New York, to Ms. Berkman as one of three executors (each an "Executor," and collectively the "Executors") of the estate of her late husband, Jack N. Berkman (the "Estate"), which beneficially owned, at the time the Schedule 13D was filed, 2,532,416 shares of Class A Common Stock and 2,560,266 shares of Class B Common Stock, which amount included options to purchase 27,850 shares of Class B Common Stock (the "Estate Options"). The three Executors share equally the power to dispose of and vote the shares of Company Common Stock beneficially owned by the Estate. On June 20, 1996, the Executors made a gift, on behalf of the Estate, of 200,000 shares of Class A Common Stock to the SBF. Ms. Berkman and Mr. Myles P. Berkman are the trustees of the SBF (each a "Trustee", and together the "Trustees"). The Trustees share equally the power to dispose of and vote the 200,000 shares of Class A Common Stock beneficially owned by the SBF. In June, 1996, the Executors exercised, on behalf of the Estate, all of the outstanding Estate Options for 27,850 shares of Class B Common Stock, at an exercise price of $.45 per share which was paid from funds in the Estate. On March 5, 1997, the Executors made a gift, on behalf of the Estate, of 150,000 shares of Class B Common Stock to Harvard University. Prior to the acquisition of beneficial ownership of shares of Company Common Stock as a result of becoming an Executor, on December 15, 1994 (the "Distribution Date"), Ms. Berkman acquired beneficial ownership of 701,604 shares of each class of Company Common Stock through a pro rata dividend distribution (the "Distribution") to holders of common stock of Associated Communications Corporation, a Delaware corporation ("ACC"), as of the close of business on December 15, 1994, the record date for the Distribution (the "Record Date"). Pursuant to the Distribution, each holder of shares of ACC common stock received 1/4 share of Class A Common Stock and 1/4 share of Class B Common Stock for each share of ACC common stock held by such holder on the Record Date. Ms. Berkman did not pay any consideration in connection with her receipt of shares of Company Common Stock pursuant to the Distribution. As an inducement for AT&T Corp., a New York corporation ("AT&T"), and Liberty Media Corporation, a Delaware corporation ("Liberty"), to enter into the Agreement and Plan of Merger, dated as of May 28, 1999, by and among AT&T, Liberty, A-Group Merger Corp., a wholly owned subsidiary of AT&T ("Merger Sub"), and the Company (the "Merger Agreement"), and in consideration thereof, Ms. Berkman, in her individual capacity and in her capacity as an Executor, entered into the Voting Agreement (described in Item 4 of this Statement and incorporated herein by reference). Except as set forth in the preceding sentence, neither AT&T nor Liberty paid any consideration in connection with entering into the Voting Agreement. Item 4. Purpose of the Transaction. Subject to the terms of the Voting Agreement (as defined below), and to the conversion of shares of Company Common Stock pursuant to the Merger (as defined below), Ms. Berkman, in her capacity as an Executor, intends to hold the shares of Company Common Stock owned by the Estate for investment on behalf of the Estate. However, in order to satisfy testamentary bequests, taxes and estate administration expenses, and depending on, among other things, fiduciary duties, market conditions and business developments, Ms. Berkman, in her capacity as an Executor, may from time to time, on behalf of the Estate, subject to the terms of the Voting Agreement with respect to the shares of Class A Common Stock beneficially owned by the Estate, dispose of some or all of the shares of Company Common Stock beneficially owned by the Estate. Additionally, although she has no present intention of doing so, and depending on, among other things, fiduciary duties, market conditions and business developments, Ms. Berkman, in her capacity as an Executor, may from time to time acquire additional shares of Company Common Stock on behalf of the Estate. The foregoing is qualified in its entirety by reference to the fact that Ms. Berkman shares equally with the other two Executors the power to dispose of and vote such shares of Company Common Stock and may not act alone in the disposition or voting of the shares of Company Common Stock beneficially owned by the Estate. The purpose of the gifts of 200,000 shares of Class A Common Stock and 150,000 shares of Class B Common Stock made by the Executors on behalf of the Estate was to satisfy testamentary bequests under Jack N. Berkman's will. Subject to the terms of the Voting Agreement, and to the conversion of shares of Company Common Stock pursuant to the Merger, Ms. Berkman, in her capacity as a Trustee, intends to hold the shares of Class A Common Stock gifted to and owned by the SBF for investment on behalf of the SBF. Depending on, among other things, fiduciary duties, market conditions and business developments, Ms. Berkman, in her capacity as a Trustee, may from time to time, on behalf of the SBF, subject to the terms of the Voting Agreement, dispose of some or all of the shares of Class A Common Stock beneficially owned by the SBF. The foregoing is qualified in its entirety by reference to the fact that Ms. Berkman shares equally with the other Trustee the power to dispose of and vote such shares of Class A Common Stock and may not act alone in the disposition or voting of the shares of Class A Common Stock beneficially owned by the SBF. With respect to the shares of Company Common Stock acquired by Ms. Berkman in the Distribution, reference is made to Item 3 for information relating to the Distribution discussed therein, which information is incorporated herein by reference. Prior to the Distribution, ACC owned all of the outstanding shares of Company Common Stock. On the Distribution Date, subsequent to the Distribution, pursuant to the Agreement and Plan of Merger and Reorganization, dated as of February 23, 1994 (the "SBC Merger Agreement"), among ACC, Southwestern Bell Corporation d/b/a SBC Communications Inc., a Delaware corporation ("SBC"), and SBMS Acquisition Corp., a Delaware corporation and an indirect, wholly owned subsidiary of SBC ("SBMS"), SBMS merged with and into ACC (the "SBC Merger"), and ACC became an indirect, wholly owned subsidiary of SBC. Under the SBC Merger Agreement, it was a condition to the consummation of the SBC Merger that the Distribution be completed prior thereto. On May 28, 1999, the Company entered into the Merger Agreement providing, upon the terms and subject to the conditions set forth therein, for the acquisition of the Company by means of a merger of Merger Sub with and into the Company (the "Merger"), with the Company surviving the Merger. At the effective time of the Merger (the Effective Time") each share of Class A Common Stock and Class B Common Stock will be converted into AT&T common stock and Class A Liberty Media Group Stock of AT&T. Consummation of the Merger is subject to the approval of the Merger Agreement by the Company's stockholders, the expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, the receipt of all required approvals of the Federal Communications Commission and any other required regulatory approvals, and the satisfaction or waiver of certain other conditions as more fully described in the Merger Agreement. On May 28, 1999, Ms. Berkman and certain other stockholders of the Company (the "Stockholders") entered into a voting agreement (the "Voting Agreement") with AT&T and Liberty. The Voting Agreement was entered into by Ms. Berkman as an inducement to AT&T and Liberty to enter into the Merger Agreement. Pursuant to the Voting Agreement, Ms. Berkman has agreed with Liberty, severally and not jointly with the other Stockholders, to vote all of the shares of Company Common Stock that she has the right to vote or direct the voting as of the applicable record date (a) in favor of adoption and approval of the Merger Agreement and the Merger, and (b) against any other merger, consolidation, reorganization, other business combination, or recapitalization involving the Company, for the acquisition of a 25% or greater interest in the equity of the Company, for the acquisition of the right to cast 25% or more of the votes on any matter with respect to the Company, or for the acquisition of more than 25% of the assets of the Company and certain of its subsidiaries, taken as a whole (an "Alternative Proposal"). In addition, in the Voting Agreement, Ms. Berkman has agreed with Liberty that she will not directly or indirectly sell, pledge, encumber, grant any proxy or enter into any voting or similar agreement with respect to, transfer or otherwise dispose of (collectively, a "Transfer"), or agree or contract to Transfer, any shares of Class A Common Stock (or interest therein) subject to the Voting Agreement with respect to which Ms. Berkman directly or indirectly controls the right to Transfer, except that she may (i) pledge such shares of Class A Common Stock so long as she retains full voting rights with respect to such pledged shares (even in the event of foreclosure by the pledgee), or (ii) Transfer to any person or entity (including without limitation an estate) who or which shall have agreed in writing with Liberty to be bound by the Voting Agreement. The Voting Agreement imposes no restrictions on the ability of Ms. Berkman to transfer or otherwise dispose of any shares of Class B Common Stock beneficially owned by her. The Voting Agreement terminates upon the earliest to occur of (i) the Effective Time, or (ii) the date on which the Merger Agreement is terminated in accordance with its terms, provided, however, that if the Merger Agreement is terminated as a result of (A) the stockholders of the Company failing to approve the Merger Agreement and Merger, or (B) the Company's board of directors withdrawing or modifying (in a manner adverse to AT&T or Liberty) its approval or recommendation of the Merger, or approving, recommending or authorizing the Company to enter into, an agreement with respect to, an Alternative Proposal, then the Voting Agreement shall terminate upon the earlier of (A) six months after such termination of the Merger Agreement, or (B) the date of payment of any termination fee that may be payable as a result of such termination of the Merger Agreement. The foregoing description of the Merger Agreement and the Merger, and the Voting Agreement, respectively, do not purport to be complete and are qualified in their entirety by reference to the Merger Agreement and the Voting Agreement, respectively, a copy of which, in the case of the Merger Agreement, is incorporated by reference as Exhibit A hereto and, in the case of the Voting Agreement, is attached hereto as Exhibit B, both of which agreements are incorporated herein by reference. Although she has no current plans to do so (other than as disclosed in this Statement), from time to time Ms. Berkman may acquire additional shares of Company Common Stock or, subject to the terms of the Voting Agreement, dispose of some or all of the shares of Company Common Stock beneficially owned by her. With respect to the Company and except as set forth or incorporated by reference in this Statement, Ms. Berkman currently has no plans or proposals which would relate to or which would result in: (a) the acquisition by any person of additional securities of the Company or the disposition of securities of the Company; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (d) any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Company; (f) any other material change in the Company's business or corporate structure; (g) changes in the company's certificate of incorporation, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; (h) causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) any action similar to any of those enumerated above. Item 5. Interest in Securities of the Issuer. (a) Ms. Berkman beneficially owns 3,234,020 shares of Class A Common Stock, representing approximately 17.2% of the total number of shares of Class A Common Stock outstanding as of May 28, 1999. Such shares of Class A Common Stock include (i) 450,000 shares beneficially owned by Ms. Berkman individually, (ii) an aggregate of 251,604 shares held by two trusts (the "Trusts") for the benefit of two of Mr. Jack N. Berkman's children, the trustees of which are Ms. Berkman and Bank One of Eastern Ohio, N.A. ("Bank One"), and as to which Ms. Berkman disclaims beneficial ownership, (iii) 2,332,416 shares beneficially owned by the Estate and as to which Ms. Berkman disclaims beneficial ownership and (iv) 200,000 shares beneficially owned by the SBF, as to which Ms. Berkman disclaims beneficial ownership. Ms. Berkman beneficially owns 3,111,870 shares of Class B Common Stock, representing approximately 16.0% of the total number of shares of Class B Common Stock outstanding as of May 28, 1999. Such shares of Class B Common Stock include (i) 450,000 shares beneficially owned by Ms. Berkman individually, (ii) an aggregate of 251,604 shares held by the Trusts, the trustees of which are Ms. Berkman and Bank One, and as to which Ms. Berkman disclaims beneficial ownership and (iii) 2,410,266 shares beneficially owned by the Estate and as to which Ms. Berkman disclaims beneficial ownership. Ms. Berkman disclaims beneficial ownership of any shares of Company Common Stock beneficially owned by the two other Executors of the Estate, the other Trustee of the SBF, and the other Trustee of the Trusts. By virtue of the Voting Agreement, Ms. Berkman may be deemed to have formed a "group" with Liberty, for purposes of Section 13(d)(3) of the Exchange Act and Rule 13d-5(b)(1) thereunder. However, Ms. Berkman expressly declares that the filing of this Statement shall not be construed as an admission by her, and Ms. Berkman expressly disclaims that she has formed or is a member of any such group, and she disclaims beneficial ownership of any shares of Company Common Stock that may be beneficially owned or be deemed to be beneficially owned by Liberty or any such group. (b) Ms. Berkman has the sole power to vote or to direct the vote, subject to the terms of the Voting Agreement, and, subject to the terms of the Voting Agreement with respect to the 450,000 shares of Class A Common Stock, sole power to dispose or direct the disposition of each of the 450,000 shares of each class of Company Common Stock beneficially owned by her individually. Ms. Berkman shares with Bank One the power to vote and to direct the vote of the 251,604 shares of each class of Company Common Stock beneficially owned by the Trusts, subject to the terms of the Voting Agreement, and the power to dispose or direct the disposition of such shares, subject to the terms of the Voting Agreement with respect to such 251,604 shares of Class A Common Stock. Ms. Berkman shares with the two other Executors the power to vote and to direct the vote of the 2,332,416 shares of Class A Common Stock and the 2,410,266 shares of Class B Common Stock beneficially owned by the Estate, subject to the terms of the Voting Agreement, and the power to dispose or direct the disposition of such shares, subject to the terms of the Voting Agreement with respect to such 2,332,416 shares of Class A Common Stock. Ms. Berkman shares with the other Trustee the power to vote and direct the vote and to dispose or to direct the disposition of the 200,000 shares of Class A Common Stock owned beneficially by the SBF, subject to the terms of the Voting Agreement. By virtue of the Voting Agreement, Ms. Berkman may be deemed to share with Liberty the power to vote or to direct the vote of the shares of Company Common Stock, and the power to dispose or direct the disposition of the shares of Class A Common Stock, beneficially owned by her. However, (i) Liberty is not entitled to any rights as a stockholder of the Company as to any such shares of Class A Common Stock or Class B Common Stock and (ii) the filing of this Amendment No. 2 should not be construed as an admission that Ms. Berkman, and Ms. Berkman expressly disclaims that she, shares such voting or dispositive power with Liberty. (c) Except for the entering into the Voting Agreement, Ms. Berkman has not effected any transaction in the shares of Company Common Stock during the past sixty days. (d) With respect to the 251,604 shares of each class of Company Common Stock held by the Trusts as described in Item 5(a) above, the applicable trust, trustees or trust beneficiaries may be deemed to have the right to receive or direct the receipt of the dividends from, or the proceeds from the sale of, such shares. With respect to the shares of Company Common Stock beneficially owned by the Estate, the Estate or the beneficiaries under Mr. Jack N. Berkman's will (which indirectly include Mr. Myles P. Berkman, his brothers Monroe Berkman and Stephen Berkman and, under certain circumstances, their respective spouses and descendants) may be deemed to have the right to receive or direct the receipt of the dividends from, or the proceeds from the sale of, such shares. With respect to the shares of Class A Common Stock beneficially owned by the SBF, the SBF may be deemed to have the right to receive or direct the receipt of the dividends from, or the proceeds from the sale of, such shares. With respect to all other shares of Company Common Stock beneficially owned by Ms. Berkman, Ms. Berkman is not aware of any other person who may be deemed to have the right to receive or direct the receipt of the dividends from, or the proceeds from the sale of, such shares. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Reference is made to Items 3 and 4 above for information relating to (i) the Letters Testamentary and the Estate Options, (ii) the Distribution and (iii) the Voting Agreement, and to Item 5 above to the description of the Trusts, which information is incorporated herein by reference. Reference is made to Item 5(d) above for information relating to Mr. Jack N. Berkman's will, which information is incorporated herein by reference. Except as described or incorporated by reference in this Statement, Ms. Berkman does not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Company, including, but not limited to the transfer or voting of any of such securities, finder's fees, joint ventures, loan or option agreements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Item 7. Material to be Filed as Exhibits. Exhibit A: Merger Agreement(*) Exhibit B: Voting Agreement - -------- (*) Incorporated hereby by reference to Exhibit 2.1 to the Current Report on Form 8-K of The Associated Group, Inc. dated June 2, 1999. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: June 11, 1999 /s/ Lillian R. Berkman ----------------------- Lillian R. Berkman EXHIBIT INDEX Exhibit Description A Merger Agreement(*) B Voting Agreement - -------- (*) Incorporated hereby by reference to Exhibit 2.1 to the Current Report on Form 8-K of The Associated Group, Inc. dated June 2, 1999. EX-99 2 EXHIBIT B - VOTING AGREEMENT Exhibit B AGREEMENT THIS AGREEMENT (this "Agreement"), dated as of May 28, 1999, is entered into by and among AT&T Corp., a New York corporation ("Parent"), Liberty Media Corporation, a Delaware corporation ("Liberty"), on the one hand, and the other parties named on the signature pages of this Agreement (collectively, the "Stockholders"), on the other hand. WHEREAS, concurrently herewith, Parent, Liberty, A-Group Merger Corp., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), and The Associated Group, Inc., a Delaware corporation (the "Company"), are entering into an Agreement and Plan of Merger (as amended or supplemented from time to time, the "Merger Agreement"); WHEREAS, as of the date hereof, the Stockholders own and/or have the power to vote, as applicable, the number of Shares (as defined below) set forth in Schedule I hereto; WHEREAS, the Board of Directors of the Company has, prior to the execution of this Agreement, duly and validly approved and adopted the Merger Agreement, and has approved this Agreement (solely for purposes of paragraph (a)(1) of Section 203 of the DGCL as may be applicable to Parent or Liberty with respect to the Company by virtue of this Agreement) and such approvals and adoption have not been withdrawn; WHEREAS, approval of the Merger Agreement by the Company's stockholders is a condition to the consummation of the Merger; and WHEREAS, as a condition to its entering into the Merger Agreement, Liberty has required that each Stockholder agree, and each Stockholder has agreed, to enter into this Agreement; WHEREAS, capitalized terms used herein (including in Schedules I and II hereto) but not defined herein shall have the respective meanings ascribed thereto in the Merger Agreement. NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements set forth herein, the parties hereto agree as follows: Section 1. Agreement to Vote. (a) Each Stockholder hereby agrees with Liberty to attend the Special Meeting of the Company (or any other meeting of stockholders of the Company at which the Merger Proposal is to be submitted to a vote of the stockholders of the Company), in person or by proxy, and to vote (or cause to be voted) all Shares and any other voting securities of the Company (including any such securities acquired hereafter) that such Stockholder has the right to vote or direct the voting as of the applicable record date (collectively, the "Covered Shares"), for approval and adoption of the Merger Agreement, the Merger and any related action reasonably required in furtherance thereof and duly submitted to a vote of the stockholders at the Special Meeting or any other meeting of stockholders of the Company, such agreement to vote to apply also to any adjournment or adjournments or postponement or postponements of the Special Meeting (or any such other meeting). Each Stockholder hereby further agrees with Liberty that he, she or it shall, from time to time, in connection with any consent or proxy solicitation relating to the Merger Agreement, timely execute and deliver (or cause to be timely executed and delivered) a written consent or proxy with respect to any Covered Shares in favor of the approval and adoption of the Merger Agreement, the Merger and any related action reasonably required in furtherance thereof as contemplated by the immediately preceding sentence. (b) Each Stockholder hereby agrees with Liberty to vote (or cause to be voted) any Covered Shares against any Alternative Proposal and any related action reasonably required in furtherance thereof, at any meeting of stockholders of the Company (including any adjournments or postponements thereof) called to consider and vote on any Alternative Proposal. Each Stockholder further agrees with Liberty that, in connection with any consent or proxy solicitation relating to a Alternative Proposal, such Stockholder will timely execute and deliver (or cause to be timely executed and delivered) a written consent or proxy with respect to any Covered Shares against any Alternative Proposal as contemplated by the immediately preceding sentence. (c) To the extent inconsistent with the foregoing provisions of this Section 1, each Stockholder acknowledges and agrees with Liberty that such Stockholder hereby revokes any and all previous proxies with respect to such Stockholder's Covered Shares. (d) Notwithstanding any other provision of this Agreement, nothing contained herein shall (i) restrict, limit or prohibit in any manner any Stockholder (including in such Stockholder's representative capacity) who is a director or officer of the Company, any Subsidiary of the Company or of Tokyo or any Subsidiary of Tokyo, from taking any action or omitting to act in his capacity as such a director or officer or (ii) require any Stockholder (including in such Stockholder's representative capacity) to, or to seek to, cause any director or officer of the Company, any Subsidiary of the Company or of Tokyo or any Subsidiary of Tokyo, to take or omit to take any action in his capacity as such a director or officer; provided that nothing in this Section 1(d) shall be deemed to relieve any Stockholder from such Stockholder's obligations under Sections 1, 2 and 3 of this Agreement. Section 2. Disposition of Shares. Each Stockholder hereby agrees with Liberty that such Stockholder will not directly or indirectly sell, pledge, encumber, grant any proxy or enter into any voting or similar agreement with respect to, transfer or otherwise dispose of (collectively, "Transfer"), or agree or contract to Transfer, any Shares (or any interest therein) with respect to which a Stockholder directly or indirectly controls the right to Transfer, except for (i) any pledge by a Stockholder of Shares so long as the Stockholder retains full voting rights with respect to such Shares (even in the event of a foreclosure by the pledgee) or (ii) any such Transfer to any Person or entity (including without limitation an estate) who or which shall have agreed in writing with Liberty to be bound by this Agreement as a Stockholder (any direct or indirect transferee referred to in clauses (i) and (ii) above being referred to as a "Permitted Transferee"). Section 3. Further Assurances. Each Stockholder agrees with Liberty that such Stockholder will execute and deliver such additional instruments and other documents and shall take such further actions as may be reasonably necessary to effectuate, carry out and comply with such Stockholder's obligations under this Agreement in accordance with the terms hereof. Without limiting the generality of the foregoing, each Stockholder agrees with Liberty that such Stockholder will not enter into any agreement or arrangement (or alter, amend or terminate any existing agreement or arrangement) or take any other action (or fail to take any other action) if such action (or failure) would materially impair the ability of such Stockholder to effectuate, carry out or comply with all the terms of this Agreement. Parent and Liberty each agree to cooperate with each Stockholder in connection with any filings required to be made by such Stockholder relating to this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby. Section 4. Representations and Warranties of Parent and Liberty. (a) Parent represents and warrants to each Stockholder as follows: This Agreement has been duly executed and delivered by a duly authorized officer of Parent and constitutes a valid and binding agreement of Parent, enforceable against Parent. (b) Liberty represents and warrants to each Stockholder as follows: Each of this Agreement and the Merger Agreement has been approved by the Board of Directors of Liberty, in each case representing all necessary corporate action on the part of Liberty. Each of this Agreement and the Merger Agreement has been duly executed and delivered by a duly authorized officer of Liberty. Each of this Agreement and the Merger Agreement constitutes a valid and binding agreement of Liberty, enforceable against Liberty. Section 5. Representations and Warranties of the Stockholders. Each Stockholder severally represents and warrants (solely with respect to such Stockholder) to Liberty as follows: (a) Such Stockholder has the power and authority to execute and deliver this Agreement. This Agreement has been duly executed and delivered by such Stockholder. This Agreement constitutes the valid and binding agreement of such Stockholder. Such Stockholder has the full power and authority to vote (or cause to be voted), or execute (or cause to be executed) a consent with respect to, all Shares as contemplated hereby. The securities of the Company listed next to the name of such Stockholder on Schedule I hereto are the only shares of Company Class A Common Stock of the Company over which such Stockholder has the power to vote (or direct the voting) (such shares of Company Class A Common Stock being referred to as the "Shares"). (b) Each Stockholder is the lawful owner of the Shares listed on Schedule I as owned by such Stockholder, free and clear of all liens, charges, encumbrances and commitments of every kind, other than this Agreement and as set forth on Schedule II hereto, and each Stockholder has the power to vote or cause to be voted (including by granting an irrevocable power to vote or executing a written consent) such Shares so listed. The execution and delivery by such Stockholder of this Agreement do not violate or breach any contract, instrument, agreement or arrangement to which such Stockholder is a party or by which such Stockholder is bound or, to the best knowledge and belief of such Stockholder, any law applicable to such Stockholder. Section 6. Effectiveness; Term of Agreement; Termination. It is a condition precedent to the effectiveness (and the commencement of the term) of this Agreement that the Merger Agreement shall have been duly adopted and approved and executed and delivered by the parties thereto. Subject to the immediately preceding sentence, the term of this Agreement shall commence on the date hereof, and such term and this Agreement shall terminate automatically upon the earliest to occur of (a) the Effective Time or (b) the termination of the Merger Agreement in accordance with its terms, provided, however, that if the Merger Agreement is terminated pursuant to Section 9.1(ii)(D) or Section 9.1(iii) thereof, in either case without regard to whether any Termination Fee becomes payable following such termination, this Agreement shall terminate upon the earlier of (i) the date which is six months after such termination of the Merger Agreement or (ii) the date on which a Termination Fee is paid. Upon such termination of this Agreement, no party shall have any obligation or liability hereunder; provided that if such termination is pursuant to clause (b) immediately above, such termination shall not relieve any party from liability for any breach of this Agreement prior to such termination. Section 7. Miscellaneous. (a) Notices, Etc. All notices, requests, demands or other communications required by or otherwise with respect to this Agreement shall be in writing and shall be deemed to have been duly given to any party when delivered personally (by courier service or otherwise), when delivered by telecopy and confirmed by return telecopy, or one day after being sent by courier service that guarantees overnight delivery to the applicable addresses (or facsimile numbers) set forth below: If to Parent: AT&T Corp. 295 North Maple Avenue Basking Ridge, NJ 07920 Attention: Vice President-Law and Corporate Secretary Facsimile: (908) 221-6618 with a copy to: Wachtell, Lipton, Rosen & Katz 51 W. 52nd Street New York, NY 10019 Attention: David Silk, Esq. Facsimile: (212) 403-2000 If to Liberty: Liberty Media Corporation 9197 South Peoria Street Englewood, CO 80112 Attention: Charles Y. Tanabe, Esq. Facsimile: (720) 875-5382 with a copy to: Baker & Botts, L.L.P. 599 Lexington Ave. New York, NY 10022 Attention: John L. Graham, Esq. Facsimile: (212) 705-5125 If to any Stockholder, to such Stockholder c/o: Myles P. Berkman The Associated Group, Inc. 200 Gateway Towers Pittsburgh, PA 15222 Facsimile: (412) 281-1914 with a copies to: Skadden, Arps, Slate, Meagher & Flom LLP One Beacon Street Boston, MA 02108 Attention: Kent A. Coit, Esq. Facsimile: (617) 573-4822 and Scott G. Bruce, Esq. The Associated Group, Inc. Three Bala Plaza East Suite 502 Bala Cynwyd, PA 19004 Facsimile: (610) 660-4920 and Dechert Price & Rhoads 1717 Arch Street Philadelphia, PA 19103 Attention: Barton J. Winokur, Esq. Facsimile: (215) 994-2222 or to such other address as such party shall have designated by notice so given to each other party. (b) Amendments, Waivers, Etc. This Agreement may not be amended, changed, supplemented, waived or otherwise modified or terminated except by an instrument in writing signed by Liberty and each Stockholder. (c) Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the parties and their respective successors and assigns, including without limitation in the case of Parent or Liberty any corporate successor by merger or otherwise, and in the case of a Stockholder any Permitted Transferee, including any trustee, executor, heir, legatee or personal representative succeeding to the ownership of (or power to vote) such Stockholder's Covered Shares or other securities subject to this Agreement (including as a result of the death, disability or incapacity of a Stockholder). (d) Entire Agreement. This Agreement embodies the entire agreement and understanding among the parties relating to the subject matter hereof and supersedes all prior agreements and understandings relating to such subject matter. There are no representations, warranties or covenants by the parties hereto relating to such subject matter other than those expressly set forth in this Agreement. (e) Severability. If any term of this Agreement or the application thereof to any party or circumstance shall be held invalid or unenforceable to any extent, the remainder of this Agreement and the application of such term to the other parties or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by applicable law, provided that in such event the parties shall negotiate in good faith in an attempt to agree to another provision (in lieu of the term or application held to be invalid or unenforceable) that will be valid and enforceable and will carry out the parties' intentions hereunder. (f) Specific Performance. The parties acknowledge that money damages are not an adequate remedy for violations of this Agreement and that any party may, in its sole discretion, apply to a court of competent jurisdiction for specific performance or injunctive or such other relief as such court may deem just and proper in order to enforce this Agreement or prevent any violation hereof and, to the extent permitted by applicable law, each party waives any objection to the imposition of such relief for any such violation. (g) Remedies Cumulative. All rights, powers and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, and the exercise or beginning of the exercise of any thereof by any party shall not preclude the simultaneous or later exercise of any other such right, power or remedy by such party. (h) No Waiver. The failure of any party hereto to exercise any right, power or remedy provided under this Agreement or otherwise available in respect hereof at law or in equity, or to insist upon compliance by any other party hereto with its obligations hereunder, and any custom or practice of the parties at variance with the terms hereof, shall not constitute a waiver by such party of his or her right to exercise any such or other right, power or remedy or to demand such compliance. (i) No Personal Liability for Stockholder Representatives; No Third Party Beneficiaries; Severability; No Liability of Stockholders to Parent. It is expressly understood and agreed that no executor, trustee, officer, director, or other representative of a Stockholder shall have any personal liability hereunder as a result of such person's execution and delivery of this Agreement or for any acts or omissions in such person's capacity as such executor, trustee, officer, director or other representative. This Agreement is not intended to be for the benefit of and shall not be enforceable by any person or entity who or which is not a party hereto. The representations and warranties of each Stockholder contained herein and the obligations of each Stockholder hereunder are several and not joint, and no Stockholder shall be liable for any representation, warranty, agreement, action or inaction of any other Stockholder. Notwithstanding any other provision of this Agreement, no Stockholder shall have any liability to Parent hereunder in respect of any representation, warranty, covenant, agreement or any other obligation of any Stockholder set forth herein. (j) Jurisdiction. Each party hereby irrevocably submits to the exclusive jurisdiction of the Court of Chancery in the State of Delaware or the United States District Court for the Southern District of New York or any court of the State of New York located in the City of New York in any action, suit or proceeding arising in connection with this Agreement, and agrees that any such action, suit or proceeding shall be brought only in such court (and waives any objection based on forum non conveniens or any other objection to venue therein); provided, however, that such consent to jurisdiction is solely for the purpose referred to in this paragraph (j) and shall not be deemed to be a general submission to the jurisdiction of said Courts or in the States of Delaware or New York other than for such purposes. Each party hereto hereby waives any right to a trial by jury in connection with any such action, suit or proceeding. (k) Governing Law. This Agreement and all disputes hereunder shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, including the General Corporation Law of the State of Delaware, to the fullest extent possible. (l) Name, Captions, Gender. The name assigned to this Agreement and the section captions used herein are for convenience of reference only and shall not affect the interpretation or construction hereof. Whenever the context may require, any pronoun used herein shall include the corresponding masculine, feminine or neuter forms. (m) Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one instrument. Each counterpart may consist of a number of copies each signed by less than all, but together signed by all, the parties hereto. (n) Expenses. Except as may otherwise be agreed in any agreement between Parent and Liberty (solely with respect to such parties), Parent, Liberty and each Stockholder shall be responsible for its, his or her own expenses incurred in connection with this Agreement and the transactions contemplated hereby. IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above written. AT&T CORP. By: /s/ Daniel E. Somers -------------------------------- Name: Daniel E. Somers Title: Senior Executive Vice President and CFO LIBERTY MEDIA CORPORATION By: /s/ Charles Y. Tanabe -------------------------------- Name: Charles Y. Tanabe Title: Senior Vice President and General Counsel STOCKHOLDERS: /s/ Myles P. Berkman ------------------------------------ Myles P. Berkman /s/ David J. Berkman ------------------------------------ David J. Berkman /s/ Lillian R. Berkman ------------------------------------ Lillian R. Berkman Estate of Jack N. Berkman By: /s/ Myles P. Berkman --------------------------------- Myles P. Berkman, as Executor /s/ Lillian R. Berkman ------------------------------------ Lillian R. Berkman, as Executor /s/ Donald H. Jones ------------------------------------ Donald H. Jones, as Executor Sybiel B. Berkman Foundation By: /s/ Myles P. Berkman -------------------------------- Myles P. Berkman, as Trustee Monroe E. Berkman Family Limited Partnership By: /s/ Myles P. Berkman -------------------------------- Myles P. Berkman, as General Partner Stephen L. Berkman Trust By: /s/ Lillian R. Berkman -------------------------------- Lillian R. Berkman, as Trustee Monroe E. Berkman Trust By: /s/ Lillian R. Berkman -------------------------------- Lillian R. Berkman, as Trustee SCHEDULE I Company Class A Stockholder Common Stock ----------- ------------ David J. Berkman 13,626 Sybiel B. Berkman Foundation 200,000 Monroe E. Berkman Family Limited Partnership 270,938 Estate of Jack N. Berkman 2,332,416 Lillian R. Berkman 450,000 Stephen L. Berkman Trust 125,802 Monroe E. Berkman Trust 125,802 Myles P. Berkman 681,642 ------------- Total 4,200,226 -----END PRIVACY-ENHANCED MESSAGE-----