To: Rande Is who wrote (5043 ) 4/6/1999 9:18:00 AM From: Rande Is Respond to of 57584
TCI Music Recieves Proposal from Liberty Media -------------------------------------------------------------------------------- NEW YORK, April 6 /PRNewswire/ -- TCI Music, Inc. ("TCI Music", the "Company") (Nasdaq: TUNE, TUNEP) announced today that it has received a proposal from Liberty Media Corporation (NYSE: LMG.A, LMG.B) for a transaction in which Liberty would contribute substantially all of its internet and interactive television assets, including those held by its wholly owned subsidiary, Liberty Digital, to TCI Music in exchange for newly issued shares of TCI Music's Series B common stock. The assets proposed to be contributed include equity investments in various internet companies, including priceline.com, iVillage, Sportsline USA, and drugstore.com, as well as Liberty's rights to provide interactive video services to AT&T cable systems under an agreement entered into in connection with the AT&T/TCI merger. TCI Music would assume approximately $50 million in debt related to the contributed assets. Liberty also would agree to loan up to $50 million to TCI Music pursuant to a convertible note on terms to be mutually agreed. Debt currently owed by TCI Music to Liberty also would become convertible debt on the same terms. Following the transaction, TCI Music will change its name to Liberty Digital. Subject to mutually agreeable terms and conditions, Liberty will agree that TCI Music will be its primary vehicle for investing in and developing internet and other interactive media businesses. Under the Liberty proposal, 128,755,360 shares of TCI Music's Series B common stock would be issued to Liberty, thereby causing Liberty's interest in TCI Music to increase from approximately 86% to 94% of the outstanding shares of TCI Music's Series A common stock and Series B common stock. Completion of the proposed transaction will be subject, among other conditions, to a vote of the TCI Music stockholders and receipt of an opinion from TCI Music's financial advisor to the effect that the transaction is fair to TCI Music's stockholders (other than Liberty and its affiliates) from a financial point of view. TCI Music, Inc. is a diversified music entertainment company delivering audio and video music services to commercial and residential consumers via satellite, television, the internet and other methods. TCI Music, Inc. is comprised of DMX, LLC (DMX) which programs, markets, and distributes the premium digital audio music service known as Digital Music Express(R), the Box Worldwide, Inc. (The Box), which programs and distributes the interactive music video television network, The Box Music Network(R), and SonicNet(R), a leading Internet music network consisting of a group of music websites. TCI Music, Inc. is traded on the Nasdaq Small Cap Market through its Series A common stock and Series A Convertible Preferred Stock under the symbols TUNE and TUNEP, respectively. SOURCE TCI Music, Inc. -0- 04/06/99 /CONTACT: Ralph Sorrentino of TCI, 212-387-7700; or Jeff Majtyka of Brainerd Communicators, 212-986-6667/ (TUNE TUNEP LMG)