Lee Masters, president and CEO of Liberty Digital Inc., the interactive arm
of Liberty Media Corp., will leave the company in the first quarter of next
year, at the same time Liberty has proposed a two-pronged deal that will give it
100 percent interest in both Liberty Digital and Liberty Satellite &
Technology Inc. and take both companies private.
Liberty said in separate statements that it has proposed to purchase the 10
percent of Liberty Digital and Liberty Satellite stock it does not own.
As a result, Liberty Digital shareholders would receive 0.25 shares of
Liberty stock for every Liberty Digital share they own. Liberty Satellite
shareholders would receive 0.09 shares of Liberty for each Liberty Satellite
share they own.
Liberty Satellite is a holding company that mainly invests in
satellite-broadband technologies. Its stock -- which once traded as high as $22
per share earlier last year -- closed Monday at $1.05 each, down 3 cents.
The deals, which do not require the approval of Liberty Digital shareholders,
are expected to close in the first quarter of 2002.
Masters, in an interview, said that once the deal is closed, the entire
Liberty Digital team 'will probably be disbanded. I will be part of that.'
Liberty Digital has about eight professional employees, he added.
Masters joined Liberty Digital in 1999, when the company was formed by the
spinoff of Liberty's TCI Music subsidiary.
Liberty Digital was to be the interactive-television-investment arm of
Liberty, and for the past two years, it has taken interests in a substantial
number of interactive-TV companies.
But that didn't work out quite as planned. Although Liberty Digital bought
stakes in companies like OpenTV Corp. and ACTV Inc., the euphoria that
surrounded interactive-TV stocks ended almost as quickly as it began, as cable
operators pushed backed plans for interactive services in favor of more
profitable and available services like digital cable and high-speed data.
As a result, interactive-TV stocks hit bottom, including Liberty Digital,
which had traded at as high as $75 each in 2000. Liberty Digital shares closed
at $2.93 each Monday, up 11 cents.
Masters said he will devote his time to his investments and a charitable
foundation he recently formed with his wife, the Mohn Family Foundation. Mohn is
Masters' legal last name.
He added that he will remain on the board of directors of two Liberty
holdings -- Game Show Network and DMX/AEI Music, which delivers digital-music
channels to homes and businesses. Liberty owns about 50 percent of GSN.
'Working full time is overrated,' Masters said. 'I enjoy the business, and I
want to stay involved from a board standpoint and an investment standpoint, but
it is unlikely that I will take another CEO position.'
Masters speculated that the decision to consolidate Liberty Digital and
Liberty Satellite is part of Liberty's recent strategic move to focus more on
international operations.
'Given the slow emergence of interactive television, it didn't make any sense
to have Liberty Digital as a publicly traded entity,' he added.
Masters said he and Liberty Digital senior vice president Craig Enenstein may
also work together on some investments, although he would not elaborate.
Masters has a lot to invest. He reportedly received $15 million to $20
million when he left E! Entertainment Television. Although he said he has no
separation package with Liberty, the company is obligated to pay him his
$826,875 salary for 2001.
Also as part of his employment agreement, according to Securities and
Exchange Commission documents, Liberty paid Masters $50 million in cash and gave
him 5.8 million shares of Liberty stock as part of a stock-option agreement with
tandem stock-appreciation rights.
Masters did not want to discuss his personal finances, but he said of his
compensation deal with Liberty Digital, 'We did very well. Life's
good.'
