<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
IDT Corporation
________________________________________________________________________________
(Name of Issuer)
Common Stock, par value $0.01 per share
________________________________________________________________________________
(Title of Class of Securities)
448947101
________________________________________________________________________________
(CUSIP Number)
Charles Y. Tanabe, Esq.
Senior Vice President and General Counsel
Liberty Media Corporation
9197 South Peoria Street
Englewood, Colorado 80112
(720) 875-5400
________________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
June 6, 2000
________________________________________________________________________________
(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 Rule 13d-1(e), 13d-1(f) or 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 Rule 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).
(Continued on following pages)
Page 1 of 17 Pages
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CUSIP NO. 448947101
------------------------------------------------------------------------------
NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Liberty Media Corporation
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [X]
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SEC USE ONLY
3
------------------------------------------------------------------------------
SOURCE OF FUNDS
4
WC
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
DELAWARE
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SOLE VOTING POWER
7
NUMBER OF
3,728,949 shares
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY See Items 5(b) and 6
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
3,728,949 shares
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
3,728,949 shares
------------------------------------------------------------------------------
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[X]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
Approximately 13.9%
See Item 5.
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON (See Instructions)
14
CO
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Page 2 of 17 Pages
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Statement of
LIBERTY MEDIA CORPORATION
Pursuant to Section 13(d) of the Securities Exchange Act of 1934
in respect of
IDT CORPORATION
ITEM 1. SECURITY AND ISSUER.
Liberty Media Corporation ("Liberty" or the "Reporting Person") is filing
this statement on Schedule 13D (the "Statement") with respect to the shares (the
"Shares") of Common Stock, par value $0.01 per share (the "Common Stock") of IDT
Corporation, a Delaware Corporation ("IDT" or the "Issuer"). The Issuer's
principal executive offices are located at 520 Broad Street, Newark, New Jersey
07102.
ITEM 2. IDENTITY AND BACKGROUND.
The reporting person is Liberty, a Delaware corporation whose principal
business address is 9197 South Peoria Street, Englewood, Colorado 80112.
Prior to March 9, 1999, Liberty was controlled by Tele-Communications,
Inc., a Delaware corporation ("TCI"). As a result of the consummation on March
9, 1999 of the merger (the "AT&T Merger") of a wholly owned subsidiary of AT&T
Corp., a New York corporation ("AT&T"), with and into TCI: (i) TCI became a
wholly owned subsidiary of AT&T; (ii) the businesses and assets of the Liberty
Media Group and TCI Ventures Group of TCI were combined; and (iii) the holders
of TCI's Liberty Media Group common stock and TCI Ventures Group common stock
received in exchange for their shares a new class of common stock of AT&T
intended to reflect the results of AT&T's "Liberty Media Group." Following the
AT&T Merger, AT&T's "Liberty Media Group" consists of the assets and businesses
of TCI's Liberty Media Group and its TCI Ventures Group prior to the AT&T
Merger, except for certain assets that were transferred to TCI's "TCI Group" in
connection with the AT&T Merger, the "AT&T Wireless Group" consists of the
assets of the wireless operations of AT&T, and the "AT&T
Page 3 of 17 Pages
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Common Stock Group" consists of all of the other assets and businesses of AT&T.
AT&T's principal business address is 32 Avenue of the Americas, New York, New
York 10013. AT&T is principally engaged in the business of providing voice, data
and video communications services to large and small businesses, consumers and
government entities in the United States and internationally.
On March 10, 2000, in connection with certain restructuring transactions,
TCI was converted into a Delaware limited liability company, of which AT&T is
the sole member, and renamed AT&T Broadband, LLC ("AT&T Broadband"). AT&T
Broadband's principal business address is 9197 South Peoria Street, Englewood,
Colorado 80112. AT&T Broadband is principally engaged through its subsidiaries
and affiliates in the acquisition, development and operation of cable television
systems throughout the United States.
The Board of Directors and management of the Reporting Person manage the
business and affairs of the Reporting Person, including, but not limited to,
making determinations regarding the disposition and voting of the Shares.
Although the Reporting Person is a wholly owned subsidiary of AT&T, a majority
of the Reporting Person's Board of Directors consists of individuals designated
by TCI prior to the AT&T Merger. If these individuals or their designated
successors cease to constitute a majority of the Reporting Person's Board of
Directors, the Reporting Person will transfer all of its assets and businesses
to a new entity. Although this new entity would be owned substantially by AT&T,
it would continue to be managed (including with respect to the voting and
disposition of the Shares) by management of the Reporting Person prior to such
transfer of assets.
As a result, the Reporting Person, acting through its Board of Directors
and management, will have the power to determine how the Shares will be voted
and, subject to the limitations of the Delaware General Corporation Law, will
have the power to dispose of the Shares, and thus is considered the beneficial
owner of the Shares for purposes of Section 13(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act").
The Liberty Media Group, principally through the Reporting Person, is
engaged in (i) the production, acquisition and distribution through all
available formats and media of branded entertainment, educational and
informational programming and software, including multimedia products, (ii)
electronic retailing, direct marketing, advertising sales related to programming
services, infomercials and transaction processing, (iii) international cable
television distribution, telephony and programming, (iv) satellite
communications, and (v) investments in wireless domestic telephony and other
technology ventures.
Schedule 1 attached to this Statement contains the following information
concerning each director, executive officer or controlling person of the
Reporting Person: (i) name and residence or business address, (ii) principal
occupation or employment, and (iii) the name, principal business and address of
any corporation or other organization in which such employment is conducted.
Schedule 1 is incorporated herein by reference.
To the knowledge of the Reporting Person, each of the persons named on
Schedule 1 (the "Schedule 1 Persons") is a United States citizen, except for
David J.A. Flowers, who is a Canadian citizen. During the last five years,
neither the Reporting Person nor any of the
Page 4 of 17 Pages
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Schedule 1 Persons (to the knowledge of the Reporting Person) has been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors).
During the last five years, neither the Reporting Person nor any of the Schedule
1 Persons (to the knowledge of the Reporting Person) has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and,
as a result of such proceeding, is or was 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.
Schedule 2 attached to this Statement contains the following information,
which has been provided to the Reporting Person by AT&T, concerning each
director, executive officer or controlling person of AT&T: (i) name and
residence or business address, (ii) principal occupation or employment, and
(iii) the name, principal business and address of any corporation or other
organization in which such employment is conducted. Schedule 2 is incorporated
herein by reference.
Based upon information provided to the Reporting Person by AT&T, (i) to the
knowledge of AT&T, each of the persons named on Schedule 2 (the "Schedule 2
Persons") is a United States citizen, (ii) during the last five years, neither
AT&T nor any of the Schedule 2 Persons (to the knowledge of AT&T) has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), and (iii) during the last five years, neither AT&T nor any of the
Schedule 2 Persons (to the knowledge of AT&T) has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and,
as a result of such proceeding, is or was 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.
The foregoing summary of the terms of the AT&T Merger is qualified in its
entirety by reference to the text of the Agreement and Plan of Restructuring and
Merger, dated as of June 23, 1998, among AT&T, Italy Merger Corp. and TCI, a
copy of which has been incorporated by reference as Exhibit 7(a), and to the
text of the AT&T/TCI Proxy Statement/Prospectus, a copy of which has been
incorporated by reference as Exhibit 7(b).
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Reporting Person and IDT entered into a Subscription Agreement, dated
as of March 24, 2000 (the "Original Subscription Agreement"), providing for the
acquisition (the "Acquisition") by the Reporting Person of 3,775,000 shares of
Common Stock at a purchase price of $34.50 per share. The Reporting Person and
IDT entered into an amendment to the Original Subscription Agreement, dated as
of May 26, 2000 (the "Subscription Agreement Amendment"). The Subscription
Agreement Amendment revised the number of shares to be acquired by the Reporting
Person to be equal to the lesser of (a) 3,775,000 shares of Common Stock and (b)
9.99% of the outstanding shares of Common Stock, as of the date of the closing
of the acquisition immediately following such issuance. On the date of the
closing of the Acquisition (the "Closing Date"), the Reporting Person and IDT
concluded that this number was equal to 3,728,949 shares of Common Stock. The
Original Subscription Agreement as amended by the Subscription Agreement
Amendment is referred to herein as the "Subscription Agreement."
Page 5 of 17 Pages
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Subsequent to the execution of the Original Subscription Agreement, the
Reporting Person loaned a total of $30,000,000 to IDT pursuant to the terms of a
pair of promissory notes executed by IDT on May 19, 2000 and May 25, 2000,
respectively (the "Notes"). The Notes bore an interest rate of 9% per annum and
are deemed to have been repaid out of the proceeds of the Acquisition. The
total purchase price for the Acquisition of $128,648,740.50 was paid to IDT on
the Closing Date by delivery to IDT of (a) $98,563,672.01 in cash and (b) the
Notes for cancellation. The funds advanced under the Notes and the cash
consideration paid on the Closing Date were paid with funds from the Reporting
Person's existing cash reserves.
The foregoing summary of the terms of the Original Subscription Agreement,
the Subscription Agreement Amendment and the Notes is qualified in its entirety
by reference to the full text of each such document, copies of which have been
attached hereto or incorporated by reference as Exhibits 7(c), 7(d), 7(e) and
7(f), respectively, and are incorporated herein by this reference.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Person currently holds its interest in IDT for investment
purposes.
The Reporting Person intends to continuously review its investment in the
Issuer, and may in the future determine (i) to acquire additional securities of
the Issuer, through open market purchases, private agreements or otherwise, (ii)
to dispose of all or a portion of the securities of the Issuer owned by it or
(iii) to take any other available course of action, which could involve one or
more of the types of transactions or have one or more of the results described
in the next paragraph of this Item 4. Notwithstanding anything contained herein,
the Reporting Person specifically reserves the right to change its intention
with respect to any or all of such matters. In reaching any decision as to its
course of action (as well as to the specific elements thereof), the Reporting
Person currently expects that it would take into consideration a variety of
factors, including, but not limited to, the following: the Issuer's business and
prospects; other developments concerning the Issuer and its businesses
generally; other business opportunities available to the Reporting Person;
developments with respect to the business of the Reporting Person; changes in
law and government regulations; general economic conditions; and money and stock
market conditions, including the market price of the securities of the Issuer.
Other than as set forth in this Statement, the Reporting Person has no
present plans or proposals which relate to or would result in:
(a) The acquisition by any person of additional securities of the Issuer,
or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer or of
any of its subsidiaries;
Page 6 of 17 Pages
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(d) Any change in the present board of directors or management of the
Issuer, 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 Issuer;
(f) Any other material change in the Issuer's business or corporate
structure;
(g) Changes in the Issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
Issuer by any person;
(h) A class of securities of the Issuer being delisted from a national
securities exchange or ceasing 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 Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or
(j) Any action similar to any of those enumerated in this paragraph.
AT&T announced on March 31, 2000 that it had agreed to acquire from IDT
approximately 14.9 million shares of the Class A common stock, par value $.01
per share (the "Net2Phone Class A Stock"), of Net2Phone, Inc., an entity
controlled by IDT, at a cash purchase price of $75 per share. The Reporting
Person and AT&T have executed a non-binding letter of intent pursuant to which
they are negotiating the Reporting Person's potential participation in a joint
venture to acquire these shares of Net2Phone Class A Stock from IDT.
In addition, the matters set forth in Item 6 are incorporated in this Item
4 by reference as if fully set forth herein.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the date hereof, the Reporting Person beneficially owns 3,728,949
shares of Common Stock. Based on the 26,905,041 shares of Common Stock that
were issued and outstanding as of June 13, 2000 (as disclosed by the Issuer in
its Quarterly Report on Form 10-Q for the quarterly period ended April 30,
2000), the 3,728,949 shares of Common Stock beneficially owned by the Reporting
Person represented on that date, calculated in accordance with Rule 13d-3
promulgated under the Exchange Act, approximately 13.9% of the issued and
outstanding shares of Common Stock. Assuming the conversion of the 9,969,733
shares of the Class A Common Stock, par value $0.01 per share (the "Class A
Stock"), of IDT outstanding as of June 13, 2000 (as disclosed by the Issuer in
its Quarterly Report on Form 0-Q for the quarterly period ended April 30, 2000),
each of which is convertible into one share of Common Stock by the holders
thereof, the 3,728,949 shares of Common Stock owned by the Reporting Person
would represent approximately 10.1% of the issued and outstanding shares of
Common Stock.
The Malone Family Foundation, a charitable foundation of which John C.
Malone, the Chairman of the Board of the Reporting Person, is a director, holds
170,000 shares of Common
Page 7 of 17 Pages
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Stock, representing less than 1% of the issued and outstanding shares of Common
Stock, calculated in the manner described in the penultimate sentence of the
preceding paragraph.
(b) Subject to the Voting Agreement described in Item 6, the Reporting
Person has the sole power to vote or to direct the voting of the Shares and the
sole power to dispose of, or to direct the disposition of, the Shares. Dr.
Malone shares voting power over the shares of Common Stock held by the Malone
Family Foundation with the other members of the board of directors of that
foundation, each of whom is a member of Dr. Malone's immediate family.
(c) Immediately following the Acquisition, the Reporting Person transferred
all of the Shares to Liberty IDTC, Inc., a Delaware corporation and a wholly
owned subsidiary of the Reporting Person, as a contribution to capital.
Paul A. Gould, a director of the Reporting Person, purchased 3,000 shares
of Common Stock on April 19, 2000 for $30.75 per share and 3,000 shares of
Common Stock on May 9, 2000 for $31.9375 per share. Mr. Gould sold 6,000 shares
of Common Stock on June 8, 2000 for $32.749 per share. Each of these
transactions was executed by Allen & Company on the NASDAQ Stock Market.
Except for the transactions described in the two preceding paragraphs and
the Acquisition, no transactions in the shares of Common Stock have been
effected by the Reporting Person or, to the knowledge of the Reporting Person,
by any of the Schedule 1 Persons or Schedule 2 Persons during the past 60 days.
(d) None.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The matters set forth in Item 3 are incorporated in this Item 6 by
reference as if fully set forth herein.
Subscription Agreement.
----------------------
The Subscription Agreement provides that so long as members of the "Liberty
Group" (as defined in the Subscription Agreement generally as the Reporting
Person and entities controlling, controlled by or under common control with the
Reporting Person) hold at least 50% of the Common Stock issued pursuant to the
Subscription Agreement (with an appropriate adjustment to reflect the exchange
of such shares of Common Stock for shares of Class B Stock issued pursuant to
the Lock-up Agreement described below), the Reporting Person will be entitled to
designate one person to serve as a director of IDT. Because the size of IDT's
board is currently equal to the maximum size permitted under its certificate of
incorporation, the Reporting Person has waived this right to designate a
director pending the effectiveness of the Charter Amendment described below.
Page 8 of 17 Pages
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The foregoing summary of the terms of the Original Subscription Agreement
and the Subscription Agreement Amendment is qualified in its entirety by
reference to the full text of such documents, copies of which have been attached
hereto or incorporated by reference as Exhibits 7(c) and 7(d), respectively, and
are incorporated herein by this reference.
Lock-up, Registration Rights and Exchange Agreement.
---------------------------------------------------
IDT and the Reporting Person executed a Lock-up, Registration Rights and
Exchange Agreement (the "Lock-up Agreement") on the Closing Date. The Lock-up
Agreement provides that the Reporting Person may not offer, sell, contract to
sell or otherwise dispose of any of the Shares for a period of one year without
IDT's consent except for (a) transfers to IDT, to any member of the Liberty
Group (provided such member of the Liberty Group agrees to be bound by the Lock-
up Agreement) or any transaction in which holders of Common Stock have the right
to participate pro rata (e.g., a merger, tender offer or similar transaction)
and (b) a pledge to secure bona fide indebtedness (provided that the transferee
in the event of foreclosure agrees to be bound by the terms of the Lock-up
Agreement).
The Lock-up Agreement also provides that the Reporting Person, or its
designee, is entitled to certain customary registration rights with respect to
the Shares (or shares of Class B Stock issued upon exchange thereof), including
the right to demand that IDT make up to two registrations with respect to such
Shares or shares of Class B Stock, as well as customary piggyback registration
rights.
The Lock-up Agreement provides that IDT shall take all action necessary to
cause an amendment to IDT's certificate of incorporation (the "Charter
Amendment") to become effective. The Charter Amendment will provide the
following:
(a) The authorization of 245,000,000 shares of stock consisting of (i)
100,000,000 shares of Common Stock, (ii) 35,000,000 shares of Class A
Stock, (iii) 100,000,000 shares of Class B Common Stock, par value
$0.01 per share ("Class B Stock") and (iv) 10,000,000 shares of
preferred stock, par value $0.01 per share.
(b) The Common Stock will be entitled to one vote per share, the Class A
Stock will be entitled to three votes per share and the Class B Stock
will be entitled to 1/10 of a vote per share on all matters voted upon
by the stockholders of IDT.
(c) Dividends and distributions to holders of Common Stock, Class A Stock
and Class B Stock must be equivalent (provided that stock dividends
must be paid in Common Stock to holders of Common Stock, in Class A
Stock to holders of Class A Stock and in Class B Stock to holders of
Class B Stock). Subdivisions, combinations and reclassifications of
the Common Stock, Class A Stock and Class B Stock must be similarly
equivalent.
(d) In the case of an Extraordinary Transaction (as defined to include
mergers, consolidations and similar transactions) the per share
consideration, if any, received by holders of Common Stock and Class B
Stock must be the same.
Page 9 of 17 Pages
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(e) Each share of Class A Stock may be converted into one share of Common
Stock at any time. Each share of Class B Stock may be converted into
one share of Common Stock at any time provided that all shares of
Class B Stock are so converted.
(f) The board of directors of IDT shall consist of not less than 3 nor
more than 17 directors, as fixed from time to time by the board of
directors of IDT.
IDT has agreed to use its best efforts to cause the Charter Amendment to
become effective no later than the first anniversary of the Closing Date and to
cause to be listed on the principal market for the Common Stock an aggregate
number of shares of Class B Stock at least equal to the number of shares of
Common Stock then listed on such primary market (the "Equivalent Float"). The
date the Equivalent Float is first achieved is the "Trigger Date."
The Shares will be exchanged at the Exchange Rate (as defined below)
effective immediately prior to the close of business on the trading day
immediately following the expiration of the period of 60 consecutive trading
days commencing with the Trigger Date (provided that this automatic exchange
will not be effected unless the Trigger Date occurs on or prior to the first
anniversary of the Closing Date). At any time following the first anniversary of
the Closing Date (but subject to the Trigger Date having occurred and not
earlier than the 30th trading day following the Trigger Date) the Reporting
Person may elect to exchange the Common Stock for Class B Stock at the Exchange
Rate. Such an elective exchange will be effected immediately following the
expiration of the period of 30 consecutive trading days commencing with the
trading day on which notice from the Reporting Person is given to IDT.
The "Exchange Rate" will be equal to the number obtained by dividing (x)
the Average Market Price (as defined below) per share of the Common Stock for
the 30 consecutive trading days ending on the trading day immediately preceding
the date such exchange is effected by (y) the Average Market Price per share of
Class B Stock for the 30 consecutive trading days ending on the trading day
immediately preceding the date such exchange is effected. The "Average Market
Price" of a security means the average (rounded to the nearest 1/10,000) of the
volume weighted averages (rounded to the nearest 1/10,000) of the trading prices
of the applicable security for the relevant 30 trading day period.
The foregoing summary of the terms of the Lock-up Agreement and the Charter
Amendment is qualified in its entirety by reference to the full text of such
documents, copies of which have been attached hereto or incorporated by
reference as Exhibits 7(g) and 7(h), respectively, and are incorporated herein
by this reference.
Voting Agreement.
----------------
The Reporting Person and Howard S. Jonas ("Jonas") entered into a Voting
Agreement (the "Voting Agreement") on the Closing Date. Jonas currently holds
9,969,733 shares of Class A Stock and 951,605 shares of Common Stock.
The Voting Agreement provides that, until the earlier of the first
anniversary of the Closing Date and the date on which all of the Shares are
exchanged for shares of Class B Stock
Page 10 of 17 Pages
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pursuant to the Lock-up Agreement, the Reporting Person will vote such Shares in
the same manner that Jonas votes the IDT securities held by him; provided that,
the Reporting Person will be entitled to
(a) vote in favor of the Charter Amendment;
(b) vote for or against or abstain from voting, in its own discretion,
with respect to (i) any proposed amendment to IDT's certificate of
incorporation which would alter the features of the Class B Stock or
(ii) any proposed reclassification of the capital stock of IDT into
shares having any preference or priority as to dividends or upon
liquidation senior to that of the Common Stock and/or the Class B
Stock; and
(c) vote or abstain from voting in the same proportion (by voting power)
as the other shares of Common Stock, Class A Stock and Class B Stock
(collectively, the "Common Shares") with respect to (i) any proposed
consolidation, merger or similar transaction in which IDT is not the
surviving entity, in which the Common Shares are changed or
reclassified or the holders of the Common Shares prior to such
transaction do not hold at least 50% of the Common Shares following
such transaction, (ii) any conveyance of all or substantially all the
consolidated assets of IDT or (iii) the liquidation or dissolution of
IDT.
So long as members of the Liberty Group hold at least 50% of the Shares
issued under the Subscription Agreement (including shares of Class B Stock
issued pursuant to the Lock-up Agreement), the Reporting Person will be entitled
to nominate one person to serve as a director of IDT and Jonas will vote in
favor of the election of that person. The Reporting Person has agreed that,
subject to regulatory constraints, it will nominate its Chairman or Chief
Executive Officer to serve as a director of IDT. Once the Reporting Person no
longer holds the requisite amount of IDT securities, it will use its reasonable
best efforts to secure the resignation of its nominee.
Jonas has agreed to vote in favor of the Charter Amendment and against any
inconsistent proposal.
The foregoing summary of the terms of the Voting Agreement is qualified in
its entirety by reference to the full text of such document, a copy of which has
been attached hereto as Exhibit 7(i) and is incorporated herein by this
reference.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
Exhibit No. Description
----------- -----------
7(a) Agreement and Plan of Restructuring and Merger, dated as of June
23, 1998, among AT&T Corp., Italy Merger Corp. and Tele-
Communications, Inc. (incorporated by reference to Appendix A to
the AT&T/TCI Proxy Statement/Prospectus that forms a part of the
Registration Statement on Form S-4
Page 11 of 17 Pages
<PAGE>
of AT&T Corp. (File No. 333-70279), filed on January 8, 1999 (the
"AT&T Registration Statement"))
7(b) AT&T/TCI Proxy Statement/Prospectus (incorporated by reference to
the AT&T Registration Statement).
7(c) Subscription Agreement, dated as of March 24, 2000, between IDT
Corporation and Liberty Media Corporation (incorporated by
reference to Exhibit 2.2 to the Current Report on Form 8-K of IDT
Corporation, dated March 28, 2000).
7(d) Amendment to Subscription Agreement, dated as of May 26, 2000,
between IDT Corporation and Liberty Media Corporation.
7(e) Note, dated as of May 19, 2000, executed by IDT Corporation in
favor of Liberty Media Corporation.
7(f) Note, dated as of May 25, 2000, executed by IDT Corporation in
favor of Liberty Media Corporation.
7(g) Lock-up, Registration Rights and Exchange Agreement, dated as of
June 6, 2000, between IDT Corporation and Liberty Media
Corporation.
7(h) Form of Certificate of Amendment to the Restated Certificate of
Incorporation of IDT Corporation (incorporated by reference to
Exhibit C to the Information Statement on Schedule 14C of IDT
Corporation filed on June 12, 2000).
7(i) Voting Agreement, dated as of June 6, 2000, between Howard S. Jonas
and Liberty Media Corporation.
Page 12 of 17 Pages
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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 16, 2000
LIBERTY MEDIA CORPORATION
By: /s/ Vivian J. Carr
------------------------
Name: Vivian J. Carr
Title: Vice President
Page 13 of 17 Pages
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SCHEDULE 1
DIRECTORS AND EXECUTIVE OFFICERS
OF
LIBERTY MEDIA CORPORATION
The name and present principal occupation of each director and executive
officer of Liberty Media Corporation ("Liberty") are set forth below. The
business address for each person listed below is c/o Liberty Media Corporation,
9197 South Peoria Street, Englewood, Colorado 80112. All executive officers and
directors listed on this Schedule 1 are United States citizens, except for David
J.A. Flowers, who is a Canadian citizen.
<TABLE>
<CAPTION>
Name Title
---- -----
<S> <C>
John Malone Chairman of the Board and Director of Liberty; Director of AT&T Corp.
Robert R. Bennett President, Chief Executive Officer and Director of Liberty
Gary S. Howard Executive Vice President, Chief Operating Officer and Director of Liberty
Daniel E. Somers Director of Liberty; President and Chief Executive Officer of AT&T Broadband LLC
(f/k/a Tele-Communications, Inc.)
John C. Petrillo Director of Liberty; Executive Vice President, Corporate Strategy and Business
Development of AT&T Corp.
Larry E. Romrell Director of Liberty; Consultant to AT&T Broadband LLC (f/k/a Tele-Communications,
Inc.)
Jerome H. Kern Director of Liberty; Chairman of the Board and Chief Executive Officer of On Command
Corporation
Paul A. Gould Director of Liberty; Managing Director of Allen & Company Incorporated
John D. Zeglis Director of Liberty; Director and President of AT&T Corp.; Chairman of the Board and
Chief Executive Officer of AT&T Wireless Group
David B. Koff Senior Vice President and Assistant Secretary of Liberty
Charles Y. Tanabe Senior Vice President, General Counsel and Assistant Secretary of Liberty
Carl E. Vogel Senior Vice President of Liberty
Peter Zolintakis Senior Vice President of Liberty
Vivian J. Carr Vice President and Secretary of Liberty
David J.A. Flowers Vice President and Treasurer of Liberty
Kathryn Scherff Vice President and Controller of Liberty
</TABLE>
Page 14 of 17 Pages
<PAGE>
SCHEDULE 2
DIRECTORS AND EXECUTIVE OFFICERS
OF
AT&T CORP.
The name and present principal occupation of each director and executive
officer of AT&T Corp. are set forth below. The business address for each person
listed below is c/o AT&T Corp., 295 North Maple Avenue, Basking Ridge, New
Jersey 07920. All executive officers and directors listed on this Schedule 3
are United States citizens.
<TABLE>
<CAPTION>
Name Title
---- -----
<S> <C>
C. Michael Armstrong Chairman of the Board, Chief Executive Officer and Director
Kenneth T. Derr Director; Chairman of the Board, Retired, of Chevron Corporation
M. Kathryn Eickhoff Director; President of Eickhoff Economics Incorporated
Walter Y. Elisha Director; Chairman of the Board and Chief Executive Officer,
Retired, of Springs Industries, Inc.
George M. C. Fisher Director; Chairman and Chief Executive Officer of Eastman Kodak Company
Donald V. Fites Director; Chairman of the Board, Retired, of Caterpillar, Inc.
Amos B. Hostetter, Jr. Director; Chairman of the Board of Pilot House Associates
Ralph S. Larsen Director; Chairman of the Board and Chief Executive Officer of
Johnson & Johnson
John C. Malone Director; Chairman of the Board of Liberty Media Corporation
Donald F. McHenry Director; President of The IRC Group LLC
Michael I. Sovern Director; President Emeritus and Chancellor Kent Professor of Law at
Columbia University
Sanford I. Weill Director; Chairman and Co-CEO of Citigroup Inc.
John D. Zeglis President of AT&T Corp.; Chief Executive Officer of AT&T Wireless Group and
Director
</TABLE>
Page 15 of 17 Pages
<PAGE>
<TABLE>
<S> <C>
James W. Cicconi Executive Vice President-Law & Government
Affairs and General Counsel
Nicholas S. Cyprus Vice President and Controller
Mirian M. Graddick Executive Vice President, Human Resources
Frank Ianna Executive Vice President and President, AT&T Network Services
Richard J. Martin Executive Vice President, Public Relations and Employee Communication
David C. Nagel President of, AT&T Labs; Chief Technology Officer
Charles H. Noski Senior Executive Vice President and Chief Financial Officer
John C. Petrillo Executive Vice President, Corporate Strategy and Business Development
Richard R. Roscitt Executive Vice President and President of AT&T Business Services
Daniel E. Somers President and CEO of AT&T Broadband
</TABLE>
Page 16 of 17 Pages
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
7(a) Agreement and Plan of Restructuring and Merger, dated as of June
23, 1998, among AT&T Corp., Italy Merger Corp. and Tele-
Communications, Inc. (incorporated by reference to Appendix A to
the AT&T/TCI Proxy Statement/Prospectus that forms a part of the
Registration Statement on Form S-4 of AT&T Corp. (File No. 333-
70279), filed on January 8, 1999 (the "AT&T Registration
Statement")).
7(b) AT&T/TCI Proxy Statement/Prospectus (incorporated by reference to
the AT&T Registration Statement).
7(c) Subscription Agreement, dated as of March 24, 2000, between IDT
Corporation and Liberty Media Corporation (incorporated by
reference to Exhibit 2.2 to the Current Report on Form 8-K of IDT
Corporation, dated March 28, 2000).
7(d) Amendment to Subscription Agreement, dated as of May 26, 2000,
between IDT Corporation and Liberty Media Corporation.
7(e) Note, dated as of May 19, 2000, executed by IDT Corporation in
favor of Liberty Media Corporation.
7(f) Note, dated as of May 25, 2000, executed by IDT Corporation in
favor of Liberty Media Corporation.
7(g) Lock-up, Registration Rights and Exchange Agreement, dated as of
June 6, 2000, between IDT Corporation and Liberty Media
Corporation.
7(h) Form of Certificate of Amendment to the Restated Certificate of
Incorporation of IDT Corporation (incorporated by reference to
Exhibit C to the Information Statement on Schedule 14C of IDT
Corporation filed on June 12, 2000).
7(i) Voting Agreement, dated as of June 6, 2000, between Howard S. Jonas
and Liberty Media Corporation.
Page 17 of 17 Pages (1)
