<PAGE>   1
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K/A
                                 AMENDMENT NO. 1

                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000

                         Commission File Number: 0-21894

                               SOURCE MEDIA, INC.
             (Exact Name of Registrant as Specified in its Charter)

                       DELAWARE                     13-3700438
                      (State of                  (I.R.S. Employer
                    incorporation)               Identification No.)

                                5400 LBJ FREEWAY
                                    SUITE 680
                               DALLAS, TEXAS 75240
                    (Address of principal executive offices)

       Registrant's telephone number, including area code: (972) 701-5400

        Securities registered pursuant to Section 12(b) of the Act: NONE

           Securities registered pursuant to Section 12(g) of the Act:

                     COMMON STOCK, PAR VALUE $.001 PER SHARE
                                (TITLE OF CLASS)

    Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

    Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

    Aggregate market value of Common Stock held by non-affiliates as of March
31, 2001: $4,420,392

    Number of shares of Common Stock outstanding as of March 31, 2001:
17,681,566

                    DOCUMENTS INCORPORATED BY REFERENCE: NONE

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<PAGE>   2


         The following items of our Annual Report on Form 10-K for the fiscal
year ended December 31, 2000 are hereby amended. Each such item is set forth
herein in its entirety, as amended.


                                    PART III


<TABLE>
<CAPTION>

                                                                                          Page
                                                                                          ----
<S>                                                                                        <C>
Item 10.  Directors and Executive Officers of the Registrant................................3

Item 11.  Executive Compensation............................................................5

Item 12.  Security Ownership of Certain Beneficial Owners and Management....................9

Item 13.  Certain Relationships and Related Transactions...................................11
</TABLE>


                                       2


<PAGE>   3


ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         Certain information with respect to persons who are our executive
officers is set forth under the caption "Executive Officers" in Part I of this
report.

         Our directors are as follows:

         Stephen W. Palley, age 55, has served as our director since June 1999
and joined us in April 1999 as our President and Chief Executive Officer. From
1996 to 1999, Mr. Palley was a private investor and a consultant in the
telecommunications industry. Mr. Palley was Chief Operating Officer of King
World Productions, Inc. from 1986 to 1996. Mr. Palley's background includes
entertainment and securities law. He is a member of the New York State Bar and
the Museum of Radio and Television Council. Mr. Palley is a graduate of American
University and the Columbia University School of Law.

         Michael J. Marocco, age 41, has served as our director since May 1996.
Mr. Marocco is a Managing Director of Sandler Capital Management ("Sandler") and
has been associated with Sandler since April 1989. Prior to that time, Mr.
Marocco was a vice president at Morgan Stanley & Co., Inc. where he was involved
in raising capital and merger and acquisition transactions. Mr. Marocco serves
as a director of Next Generation Network, Inc., Convergent Communications, Inc.
and numerous private companies involved in cable television, advertising and
cellular telephone industries.

         James L. Greenwald, age 73, has served as our director since May 1996.
Mr. Greenwald has served as chairman emeritus of Katz Media Corporation
("Katz"), a communications representative firm, since August 1995. Mr. Greenwald
joined Katz in 1956 and has held various positions, including President of the
radio division from 1965 through 1970, Executive Vice President from 1970
through 1975, President from 1975 through 1982 and Chairman of the Board of
directors and Chief Executive Officer from 1975 through 1994. Mr. Greenwald is a
director of Granite Broadcasting Company, Paxson Communications Corporation and
the Young Adult Institute, an honorary trustee of the Foundation of American
Women in Radio and Television and a past President of the International Radio
and Television Foundation and the Station Representatives Association.

         Barry Rubenstein, age 56, has served as our director since September
1997. In 1994, Mr. Rubenstein co-founded the 21st Century partnerships, of which
he is presently a principal. In 1992, Mr. Rubenstein co-founded Applewood
Associates, L.P., of which he is presently a principal. Prior to 1992, Mr.
Rubenstein was a founder of, or founding consultant to, Applied Digital Data
Systems, Inc., Novell, Inc., and Cheyenne Software, Inc. From 1983 to 1987, Mr.
Rubenstein held various positions with Cheyenne Software, Inc., including
President, Chief Executive Officer, Director and Chairman of the Board. Mr.
Rubenstein is a director of, or advisor to, Infonautics Corporation, Millbrook
Press and several private technology companies.


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<PAGE>   4
         Michael S. Willner, age 48, has served as our director since April
1998. Mr. Willner co-founded and has served as President of Insight
Communications Company, Inc. and its predecessors ("Insight") since 1985. Mr.
Willner has also been Chief Executive Officer of Insight since January 1998.
Previously, Mr. Willner served as Executive Vice President and Chief Operating
Officer of Vision Cable Communications, Inc. ("Vision Cable") from 1979 through
1985, Vice President of Marketing for Vision Cable from 1977 to 1979, and
General Manager of Vision Cable's Bergen County, New Jersey cable television
system from 1975 to 1977. Currently, Mr. Willner is a director of Insight and
NTL Incorporated. He serves on the boards of C-SPAN and the National Cable
Television Association where he is a member of the Executive Committee and
serves as Treasurer. Mr. Willner is a graduate of Boston University's College of
Communication and serves on the school's Executive Committee.

         Kim D. Kelly, age 43, has served as our director since November 1999.
Ms. Kelly has been Executive Vice President and Chief Financial Officer of
Insight since 1990. Ms. Kelly has also been Chief Operating Officer of Insight
since January 1998. Prior to joining Insight, she served from 1982 to 1990 with
Marine Midland Bank, becoming its Senior Vice President in 1988 with primary
responsibility for media lending activities. Ms. Kelly serves as a member of the
National Cable Television Subcommittee for Telecommunications Policy, as well as
the National Cable Television Association Subcommittee for Accounting. She is
also a director of Insight and Bank of New York Hamilton Funds, and serves on
the boards of Cable in the Classroom and Cable Advertising Bureau. Ms. Kelly is
a graduate of George Washington University.

         Sidney Knafel, age 69, has served as our director since November 1999.
Mr. Knafel has been Chairman of the Board of Insight since 1985. He was the
founder, Chairman and an equity holder of Vision Cable from 1971 until its sale
in 1981. Mr. Knafel is presently the managing partner of SRK Management Company,
a private investment company, and also serves as Chairman of BioReliance
Corporation, a biological testing company. He is a director of NTL Incorporated,
CoreComm Limited, General American Investors Company, Inc. and IGENE
Biotechnology, Inc. as well as several private companies. Mr. Knafel is a
graduate of Harvard College and the Harvard Business School.


             SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

         Section 16(a) of the Securities Exchange Act of 1934 requires our
directors and officers, and persons who own more than ten percent of our common
stock, to file with the SEC initial reports of ownership and reports of changes
in ownership of our common stock. Directors, officers and more than ten percent
stockholders are required by SEC regulations to furnish us with copies of all
Section 16(a) forms they file. To our knowledge, based solely on a review of the
copies of such reports furnished to us and written representations that no other
reports were required, during the year ended December 31, 2000, all directors,
officers and more than ten percent stockholders were in compliance with all
applicable Section 16(a) filing requirements, except that Mr. Tigh was not
timely in filing two reports, and each of Ms. Hamilton and Mr. Gross were not
timely in filing one report. All required reports have been filed with the SEC.


                                       4

<PAGE>   5


ITEM 11. EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

         The following summary compensation table sets forth the annual
compensation paid or accrued, together with the number of shares covered by
options granted, to our Chief Executive Officer and the three other highest paid
executive officers serving at the end of 2000 and receiving salary and bonus in
excess of $100,000 and one former executive officer (the "named executive
officers") for the years indicated:

<TABLE>
<CAPTION>

                                                                                               LONG TERM
                                                                                              COMPENSATION
                                                        ANNUAL COMPENSATION                ------------------
                                                        -------------------                   COMMON STOCK          ALL OTHER
NAME AND PRINCIPAL POSITION                             YEAR         SALARY      BONUS     UNDERLYING OPTIONS     COMPENSATION
-----------------------------------------------         ----         ------      -----     ------------------     ------------
<S>                                                     <C>        <C>          <C>        <C>                    <C>
Stephen W. Palley(1)                                    2000       $200,000           --                   --               --
  Chairman of the Board and                             1999        150,000           --              500,000               --
  Chief Executive Officer
Victoria Hamilton(2)                                    2000       $120,000     $100,000                   --               --
  Former Interim Chief Operating Officer                1999        237,154           --               60,000         $ 50,000
F. Paul Tigh(3)                                         2000       $185,000           --                   --               --
  Former Chief Financial Officer                        1999        185,000           --               34,417               --
  and Treasurer                                         1998        117,067           --               70,002               --
Howard Gross(4)                                         2000       $183,369           --                   --               --
  Former President and Chief Operating Officer,         1999        101,654           --              125,000         $ 70,715
  IT Network
W. Thomas Oliver(5)                                     2000       $229,167           --                   --               --
  Former Executive Vice President                       1999        250,000           --               41,750               --
                                                        1998        250,000     $  1,910               60,000               --
</TABLE>

----------

(1)      Mr. Palley joined us in April 1999 as our President and Chief Executive
         Officer.

(2)      Ms. Hamilton became our Interim Chief Operating Officer in March 1999.
         Between January and March 1999, Ms. Hamilton served as a consultant to
         us, for which she was paid $50,000, as listed under "All Other
         Compensation". Ms. Hamilton resigned December 31, 2000.

(3)      Mr. Tigh was elected as our Chief Financial Officer and Treasurer in
         July 1998. Mr. Tigh joined us in April 1998 as our Vice President and
         Corporate Controller. Mr. Tigh resigned February 2001.

(4)      Mr. Gross was elected as President and Chief Officer of our subsidiary,
         IT Network, in June 1999. Between January and June 1999, Mr. Gross
         served as a consultant to us, for which he was paid $70,715, as listed
         under "All Other Compensation." Mr. Gross resigned February 2001.

(5)      Mr. Oliver entered into a Separation Agreement with us on March 27,
         2000 pursuant to which he resigned as an officer and agreed to be
         retained as a consultant through May 31, 2000.


                                       5

<PAGE>   6


OPTIONS GRANTS IN LAST FISCAL YEAR

       There were no options granted during the 2000 fiscal year to any of the
named executive officers.


AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES

       The following table sets forth for each of the named executive officers
information concerning exercised and unexercised options.

<TABLE>
<CAPTION>

                                 SHARES
                                ACQUIRED                              NUMBER OF SHARES               VALUE OF UNEXERCISED
                                   ON             VALUE        UNDERLYING UNEXERCISED OPTIONS        IN-THE-MONEY OPTIONS
                                EXERCISE         REALIZED           AT DECEMBER 31, 2000             AT DECEMBER 31, 2000
                               ----------       ----------     ------------------------------    -----------------------------
     NAME                                                       EXERCISABLE    UNEXERCISABLE     EXERCISABLE     UNEXERCISABLE
-----------------                                               -----------    -------------     -----------     -------------
<S>                            <C>              <C>             <C>            <C>               <C>             <C>
Stephen W. Palley                      --              --         250,000         250,000              --              --
Victoria Hamilton                      --              --          60,000              --              --              --
Paul Tigh                              --              --          50,196          54,223              --              --
Howard Gross                           --              --          58,333          66,667              --              --
W. Thomas Oliver                   50,000        $367,672         248,416          28,334              --              --
</TABLE>

DIRECTOR COMPENSATION

         Directors who are not full-time employees are paid a retainer of $2,500
per fiscal quarter and $1,000 for each meeting of the Board of Directors and of
any Committee thereof that they attend (so long as the Committee meeting is not
on the same day as a Board of Directors meeting), or $500 for each telephonic
meeting in which they participate and are reimbursed for travel and related
expenses incurred in connection with attendance at Board and Committee meetings.
Pursuant to the 1995 Nonqualified Stock Option Plan for Non-Employee Directors,
during 2000 each non-employee director was granted an option to purchase 3,000
shares of our common stock, with an exercise price of $1.10, the fair market
value of a share of common stock on the date of grant (based on a trailing
five-day average); however, Messrs. Marocco and Rubenstein waived their right to
receive such options.

         In certain instances, directors who are not full-time employees may be
engaged by the Board of Directors to participate in projects for our benefit. In
such instances, the Board of Directors has authorized payment to those directors
at a rate of $125 per hour, up to a maximum of $1,000 per day, in addition to
reimbursement of expenses incurred in the performance of services.

EMPLOYMENT CONTRACTS

         We have entered into an employment agreement with Stephen W. Palley
dated March 29, 1999 pursuant to which Mr. Palley is employed for three years as
Chief Executive Officer at a base salary of $200,000 per year plus a bonus, the
timing and amount of such bonus to be determined at the discretion of the Board.
In addition, Mr. Palley is entitled to benefits generally available to other


                                       6

<PAGE>   7


senior management employees. At the time Mr. Palley entered into his employment
agreement, we granted him a stock option to purchase 500,000 shares of common
stock at $15.31 per share, vesting over four years. If we terminate Mr. Palley's
employment, other than for cause, death or disability, or if Mr. Palley resigns
within a 60-day period beginning six months after a "change of control" (as
defined in the agreement), we have agreed to continue making monthly base salary
payments for the remainder of the agreement's term or until Mr. Palley obtains
other employment. We have agreed to make Mr. Palley whole if payments he
receives in the event of a change of control are subject to excise tax.

         We have entered into an employment agreement with Benjamin J. Douek
dated February 14, 2001 pursuant to which Mr. Douek is employed for two years as
Chief Financial Officer and Treasurer at a base salary of $200,000 per year plus
a bonus, the timing and amount of such bonus to be determined at the discretion
of the Board. In addition, Mr. Douek is entitled to benefits generally available
to other senior management employees. We agreed that on October 14, 2001 we
would grant Mr. Douek a stock option to purchase 250,000 shares of common stock
at the fair market value of our common stock on such date, vesting in
installments through February 2005. This grant will be adjusted if we grant
additional stock based compensation to Mr. Palley. If we terminate Mr. Douek's
employment, other than for cause, death or disability, or if Mr. Douek resigns
for good reason, we have agreed to continue making monthly base salary payments
for the remainder of the agreement's term or until Mr. Douek obtains other
employment, whichever comes first (and to pay the excess of his base salary
under the agreement over his salary from other employment for the remaining term
of the agreement) and to continue to provide insurance coverage until Mr. Douek
obtains insurance coverage through other employment.

         We entered into an employment agreement with Paul Tigh dated as of
September 1, 2000 pursuant to which Mr. Tigh was employed as Chief Financial
Officer and Treasurer at a base salary of $185,000 per year plus a bonus, the
timing and amount of such bonus to be determined at the discretion of the Board.
Mr. Tigh resigned in February 2001. As required by the agreement, we will
continue making monthly base salary payments for six months after the date of
termination and continue to provide insurance coverage until Mr. Tigh obtains
insurance coverage through other employment.

         We have entered into an employment agreement with Philip Howort dated
September 20, 2000 pursuant to which Mr. Howort is employed for two years as
Senior Vice President at a base salary of $200,000 per year plus a bonus, the
timing and amount of such bonus to be determined at the discretion of the Board.
In addition, Mr. Howort is entitled to benefits generally available to other
senior management employees. At the time Mr. Howort entered into his employment
agreement, we granted him a stock option to purchase 150,000 shares of common
stock at $4.625 per share, vesting over four years. If we terminate Mr. Howort's
employment, other than for cause, death or disability, or if Mr. Howort resigns
for good reason, we have agreed to continue making monthly base salary payments
for the remainder of the agreement's term or until Mr. Howort obtains

                                       7

<PAGE>   8


other employment, whichever comes first (and to pay the excess of his base
salary under the agreement over his salary from other employment for the
remaining term of the agreement) and to continue to provide insurance coverage
until Mr. Howort obtains other employment.

         We have entered into an employment agreement with Derrick Horner dated
October 17, 2000 pursuant to which Mr. Horner is employed for two years as Vice
President and General Counsel at a base salary of $200,000 per year plus a
bonus, the timing and amount of such bonus to be determined at the discretion of
the Board. In addition, Mr. Horner is entitled to benefits generally available
to other senior management employees. At the time Mr. Horner entered into his
employment agreement, we granted him a stock option to purchase 150,000 shares
of common stock at $3.141 per share, vesting over four years. If we terminate
Mr. Horner's employment, other than for cause, death or disability, or if Mr.
Horner resigns for good reason, we have agreed to continue making monthly base
salary payments for the remainder of the agreement's term or until Mr. Horner
obtains other employment, whichever comes first (and to pay the excess of his
base salary under the agreement over his salary from other employment for the
remaining term of the agreement) and to continue to provide insurance coverage
until Mr. Horner obtains insurance coverage through other employment. We have
agreed to make Mr. Horner whole if payments he receives in the event of a change
of control are subject to excise tax.

         Our subsidiary, Interactive Channel, Inc., has entered into an
employment agreement with Lawrence Brickman dated May 8, 2000 pursuant to which
Mr. Brickman is employed for two years as Senior Vice President of Programming
of Interactive Channel at a base salary of $200,000 per year plus a bonus, the
timing and amount of such bonus to be determined at the discretion of the Board.
In addition, Mr. Brickman is entitled to benefits generally available to other
senior management employees. At the time Mr. Brickman entered into his
employment agreement, we granted him a stock option to purchase 125,000 shares
of common stock at $5.078 per share, vesting over four years. If we terminate
Mr. Brickman's employment, other than for cause, death or disability, or if Mr.
Brickman resigns for good reason, we have agreed to continue making monthly base
salary payments for the remainder of the agreement's term or until Mr. Brickman
obtains other employment, whichever comes first (and to pay the excess of his
base salary under the agreement over his salary from other employment for the
remaining term of the agreement) and to continue to provide insurance coverage
until Mr. Brickman obtains other employment.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

         The members of the Compensation Committee of the Board of Directors are
currently Michael S. Willner, James L. Greenwald and Stephen W. Palley. Mr.
Palley is our chief executive officer and receives compensation as described
above under "Executive Compensation". Mr. Willner serves as President and a
director of Insight, which engaged in certain transactions with us, as described
below under "Certain Relationships and Related Transactions."

                                       8

<PAGE>   9


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth certain information regarding the ownership
of our common stock as of March 31, 2001 by (i) each director, (ii) each person
known to us to own beneficially 5% or more of our common stock, (iii) each named
executive officer and (iv) all current directors and executive officers as a
group. Except as otherwise indicated, the address of each beneficial owner of 5%
or more of our common stock is 5400 LBJ Freeway, Suite 680, Dallas, Texas 75240.

<TABLE>
<CAPTION>

                                                             SHARES            PERCENT OF
          NAME                                        BENEFICIALLY OWNED(1)      CLASS
          ----                                        ---------------------    ----------
<S>                                                   <C>                      <C>
James L. Greenwald(3)                                        15,000                *

Howard Gross(2)(4)                                           58,333                *

Victoria Hamilton(2)(5)                                      60,000                *

Kim D. Kelly(6)(7)                                            6,000                *

Sidney R. Knafel(6)(7)                                       66,000                *

Michael J. Marocco(8)                                       968,726              5.2%

W. Thomas Oliver(2)(9)                                      265,084              1.5%

Stephen W. Palley(10)                                       375,000              2.1%

Barry Rubenstein(11)                                        980,752              5.3%

F. Paul Tigh(2)(12)                                          65,864                *

Michael S. Willner(6)(13)                                    69,000                *

Insight Communications Company, Inc.(14)                  5,438,891             24.4%
Insight Interactive LLC
126 East 56th Street
New York, New York 10022

Erbengemeinschaft Dr. Ernst Mueller-Moehl(15)             1,453,400              8.2%
Weinplatz 10
8022 Zurich
Switzerland
</TABLE>

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<PAGE>   10


<TABLE>
<CAPTION>

                                                             SHARES            PERCENT OF
               NAME                                   BENEFICIALLY OWNED(1)      CLASS
               ----                                   ---------------------    ----------
<S>                                                   <C>                      <C>

All current directors and executive
  officers as a group (14 persons)........................1,543,636              8.3%
</TABLE>


----------

* Less than 1%

(1)      Includes shares of common stock directly and indirectly owned and
         shares of common stock underlying currently exercisable options and
         warrants as well as those options and warrants which will become
         exercisable within 60 days of March 31, 2001. Except as otherwise
         indicated, the named persons herein have sole voting and dispositive
         power with respect to beneficially owned shares.

(2)      Former executive officer.

(3)      Includes 15,000 shares of common stock issuable upon exercise of
         options.

(4)      Includes 58,333 shares of common stock issuable upon exercise of
         options.

(5)      Includes 60,000 shares of common stock issuable upon exercise of
         options.

(6)      Excludes 5,438,891 shares of common stock beneficially owned by
         Insight, of which each individual is an officer and a director. Each
         individual disclaims beneficial ownership to all of such shares except
         to the extent of his or her pecuniary interest.

(7)      Includes 6,000 shares of common stock issuable upon exercise of
         options.

(8)      Includes (i) 9,675 shares of common stock issuable upon exercise of
         exercisable warrants and (ii) 9,000 shares of common stock issuable
         upon exercise of options. Through an affiliate, Mr. Marocco is a
         general partner of Sandler Capital Management, which through an
         affiliate is managing general partner of 21st Century Communications
         Partners, L.P., 21st Century Communications T-E Partners, L.P. and 21st
         Century Communications Foreign Partners, L.P. Accordingly, also
         includes (iii) 635,949 shares of common stock issuable upon exercise of
         exercisable warrants held by 21st Century Communications Partners,
         L.P., (iv) 216,374 shares of common stock issuable upon exercise of
         exercisable warrants held by 21st Century Communications T-E Partners,
         L.P., and (v) 85,615 shares of common stock issuable upon exercise of
         exercisable warrants held by 21st Century Communications Foreign
         Partners, L.P. Mr. Marocco disclaims beneficial ownership to all of the
         shares listed in (iii) through (v) except to the extent of his
         pecuniary interest.

(9)      Includes 265,084 shares of common stock issuable upon exercise of
         options based upon information available to the Company.

(10)     Includes 375,000 shares of common stock issuable upon exercise of
         options.

(11)     Includes (i) 16,125 shares of common stock issuable upon exercise of
         exercisable warrants and (ii) 3,000 shares of common stock issuable
         upon exercise of options. Mr. Rubenstein is an officer and shareholder
         of Infomedia Associates, Ltd. which is one of the general partners of
         21st Century Communications Partners, L.P., 21st Century Communications
         T-E Partners, L.P. and 21st Century


                                       10

<PAGE>   11


         Communications Foreign Partners, L.P. Accordingly, also includes (iii)
         635,949 shares of common stock issuable upon exercise of exercisable
         warrants held by 21st Century Communications Partners, L.P., (iv)
         216,374 shares of common stock issuable upon exercise of exercisable
         warrants held by 21st Century Communications T-E Partners, L.P., (v)
         85,615 shares of common stock issuable upon exercise of exercisable
         warrants held by 21st Century Communications Foreign Partners, L.P. Mr.
         Rubenstein disclaims beneficial ownership to all of the shares listed
         in (iii) through (v) except to the extent of his pecuniary interest.

(12)     Includes 65,864 shares of common stock issuable upon exercise of
         options.

(13)     Includes 24,000 shares of common stock issuable upon exercise of
         options.

(14)     Includes 4,596,786 shares of common stock issuable upon exercise of
         exercisable warrants owned by Insight Interactive, LLC, a wholly owned
         subsidiary of Insight Communications.

(15)     Based on information contained in a Schedule 13G jointly filed by Hyos
         Invest Holding AG ("Hyos"), Mueller-Moehl Holding AG and
         Erbengemeinschaft Dr. Ernst Mueller-Moehl ("Erbengemeinschaft") on
         February 13, 2001. Hyos has sole voting and sole investment power over
         1,403,400 shares of common stock held by Erbengemeinschaft and
         Mueller-Moehl Holding has sole voting and sole investment power over
         50,000 shares of common stock held by Erbengemeinschaft.
         Erbengemeinschaft disclaims beneficial ownership of all of the shares
         it holds.


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         On November 17, 1999, we formed a joint venture with Insight
Interactive LLC, a wholly owned subsidiary of Insight, to conduct all of our
lines of business relating to our VirtualModem and Interactive Channel products
and businesses. On March 3, 2000, we and Insight Interactive sold the
VirtualModem middleware and associated businesses component of the Interactive
TV business by selling our interests in the joint venture to Liberate
Technologies ("Liberate") in exchange for the issuance to each of us and Insight
Interactive of 886,000 shares of Liberate common stock and other consideration.
Prior to the completion of that sale, we formed SourceSuite LLC and transferred
to SourceSuite LLC the assets and properties not related to VirtualModem.
Accordingly, Liberate acquired all patents and technology underlying the Virtual
Modem software and businesses. Liberate granted us an exclusive, perpetual
license to use the patents and technology in connection with SourceGuide, an
interactive programming guide. We also retained ownership of the source code for
the Interactive TV applications developed as of the date of the transaction with
Liberate. As a result, our Interactive TV business became a provider of
applications and services other than middleware.



                                       11


<PAGE>   12


                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                          SOURCE MEDIA, INC.



Date: April 30, 2001                      By: /s/ Stephen W. Palley
                                             ----------------------------------
                                          President and Chief Executive Officer


                                       12