<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. ____)*
LIBERTY SATELLITE & TECHNOLOGY, INC.
Series A Common Stock, $1.00 par value ("Series A Common Stock")
Series B Common Stock, $1.00 par value ("Series B Common Stock")
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(Title of Classes of Securities)
1. Series A Common Stock 531182103
2. Series B Common Stock 531182202
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(CUSIP Number)
Charles Y. Tanabe, Esq.
Senior Vice President
Liberty Media Corporation
9197 South Peoria Street
Englewood, CO 80112
(720) 875-5400
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
OCTOBER 27, 2000
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(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box: [_].
* 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).
<PAGE>
Series A Common Stock CUSIP No. 531182103
Series B Common Stock CUSIP No. 531182202
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NAMES OF REPORTING PERSONS S.S. OR
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
LIBERTY MEDIA CORPORATION
84-1288730
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [X]
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SEC USE ONLY
3
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SOURCE OF FUNDS
4
OO
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
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SOLE VOTING POWER
7
NUMBER OF 3,990,251 shares of Series A
3,322,658 shares of Series B
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0 Shares
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 3,990,251 shares of Series A
3,322,658 shares of Series B
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0 Shares
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
3,990,251 shares of Series A*
3,322,658 shares of Series B
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]
12
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)**
13 Series A Common Stock: 6.1%
Series B Common Stock: 42.9%
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TYPE OF REPORTING PERSON
14
HC, CO
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_________________
* Does not include shares of Series A Common Stock issuable upon conversion of
Series B Common Stock.
** Each share of Series A Common Stock is entitled to one vote per share and
each share of Series B Common Stock is entitled to ten votes per share.
Accordingly, when these series of stock are aggregated, the reporting person may
be deemed to hold voting securities of the issuer representing approximately
26.0% of the total voting power of the outstanding common stock of the issuer.
2
<PAGE>
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
Liberty Satellite & Technology, Inc.
Item 1. Security and Issuer.
This Statement on Schedule 13D (this "Statement") relates to shares (the
"Shares") of Series A Common Stock, par value $1.00 per share (the "Series A
Stock") and Series B Common Stock, par value $1.00 per share (the "Series B
Stock," and, together with the Series A Stock, the "Common Stock"), of Liberty
Satellite & Technology, Inc., a Delaware corporation (the "Issuer"). The
Issuer's principal executive offices are located at 7600 East Orchard Road,
Suite 330 South, Englewood, Colorado 80111.
Item 2. Identity and Background.
The Reporting Person is Liberty Media Corporation whose principal business
address is 9197 South Peoria Street, Englewood, Colorado 80112.
The Reporting Person beneficially owns the Shares acquired in the
transaction described in Item 3 through its indirect subsidiary Liberty TP
Management, Inc ("Liberty TP Management"). The Reporting Person succeeded to
the beneficial ownership of the Shares it held prior to the transaction
described in Item 3 as a result of the merger (the "Merger") of Italy Merger
Corp., a wholly owned subsidiary of AT&T Corp. ("AT&T"), with and into
Tele-Communications, Inc. ("TCI"). The Reporting Person beneficially owns such
Shares through its subsidiaries Liberty LSAT, Inc., Liberty LSAT II, Inc. and
Liberty TSAT, Inc.
In the Merger: (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
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of AT&T's "Liberty Media Group." Following the 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 Merger, except for certain assets which
were transferred to TCI's "TCI Group" in connection with the Merger, the "AT&T
Wireless Group" consists of the assets of the wireless operations of AT&T, and
the "AT&T 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 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 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
4
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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 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.
As of October 27, 2000, Liberty TP Management acquired 539,831 shares of
Series A Stock and 3,322,658 shares of Series B Stock from TP Investment Inc., a
Colorado corporation wholly owned by Dr. John C. Malone, in exchange for 2,390
shares of Class A Convertible Nonvoting Preferred Stock of Liberty TP Management
having an estimated market value of $23.9 million.
Item 4. Purpose of Transaction.
The purpose of the acquisition was to increase the Reporting Person's
ownership interest in the Issuer. The Reporting Person currently holds its
interest in the Issuer 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
5
<PAGE>
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 business of the Issuer
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;
(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.
Item 5. Interest in Securities of the Issuer.
(a) The Reporting Person currently beneficially owns 3,990,251 shares of
Series A Stock, representing 6.1% of the issued and outstanding shares of Series
A Stock, and 3,322,658 shares of Series
6
<PAGE>
B Stock, representing 42.9% of the issued and outstanding Series B Stock. The
Series A Stock is entitled to one vote per share and the Series B Stock is
entitled to ten votes per share. Accordingly, when these series of stock are
aggregated, the Reporting Person beneficially holds approximately 26.0% of the
total voting power of the outstanding Common Stock.
Except as set forth on Schedule 3, which is incorporated herein, to the
knowledge of the Reporting Person, none of the Schedule 1 Persons and none of
the Schedule 2 Persons beneficially owns any shares of Common Stock.
(b) 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. Except as stated otherwise in Schedule 3, which is
incorporated herein, to the knowledge of the Reporting Person, each of the
persons listed on Schedule 3 has the sole power to vote or direct the voting of,
and the sole power to dispose of or direct the disposition of, the shares of
Common Stock indicated as being owned by such person on Schedule 3.
(c) Except for the acquisition of the Shares described in Item 3, 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.
None.
Item 7. Materials to be Filed as Exhibits.
<TABLE>
<CAPTION>
Exhibit No. Exhibit
----------- -------
<S> <C>
Exhibit 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 (File No. 333-70279) filed
on January 8, 1999 (the "AT&T Registration Statement")).
Exhibit 7(b): AT&T/TCI Proxy Statement/Prospectus (incorporated by reference to the AT&T
Registration Statement).
</TABLE>
7
<PAGE>
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: November 6, 2000
LIBERTY MEDIA CORPORATION
By: /s/ Vivian J. Carr
------------------
Name: Vivian J. Carr
Title: Senior Vice President
8
<PAGE>
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 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 Principal Occupation
---- --------------------
<S> <C>
John C. 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
Paul A. Gould Director of Liberty; Managing Director of Allen & Company Incorporated
Harold R. Handler Director of Liberty, Of Counsel with Simpson Thacher & Bartlett
Jerome H. Kern Director of Liberty; Chairman of the Board and Chief Executive Officer
of On Command Corporation
Frank J. Macchiarola Director of Liberty, President of Saint Francis College
Michael T. Ricks Director of Liberty; Vice President, Treasury, Telseon, Inc.
Larry E. Romrell Director of Liberty; Consultant to AT&T Broadband, LLC (f/k/a
Tele-Communications, Inc.)
Vivian J. Carr Senior Vice President and Secretary of Liberty
William R. Fitzgerald Senior Vice President of Liberty
David J.A. Flowers Senior Vice President and Treasurer of Liberty
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
</TABLE>
9
<PAGE>
Name Principal Occupation
---- --------------------
Peter Zolintakis Senior Vice President of Liberty
Christopher W. Shean Vice President and Controller of Liberty
10
<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 2
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 of the Board 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
Louis A. Simpson Director; President and Chief Executive Officer of Capital Operations
of GEICO Corp.
Michael I. Sovern Director; President Emeritus and Chancellor Kent Professor of Law at
Columbia University
Sanford I. Weill Director; Chairman of the Board and Co-CEO of Citigroup Inc.
John D. Zeglis Director; Chairman and Chief Executive Officer of AT&T Wireless Group
</TABLE>
11
<PAGE>
<TABLE>
<CAPTION>
Name Title
---- ------
<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>
12
<PAGE>
SCHEDULE 3
The Reporting Person disclaims beneficial ownership of the securities
listed on this Schedule 3.
<TABLE>
<CAPTION>
Name Shares and Options to Purchase Shares Beneficially Owned
---- --------------------------------------------------------
<S> <C>
John C. Malone 14 shares of Series A Stock directly, 120,000 shares of Series A Stock
indirectly through a trust of which Dr. Malone is the sole trustee and in
which, with his spouse, he retains a unitrust interest, and 117,300 shares of
Series B Stock held by Dr. Malone's spouse of which he disclaims any
beneficial interest.
Robert R. Bennett 89 shares of Series A Stock and options to purchase 5,000 shares of Series A
Stock
Gary S. Howard 59,558 shares of Series A Stock, options, granted in tandem with stock
appreciation rights, to purchase 15,000 shares of Series A Stock and options to
purchase 332,038 shares of Series A Stock.
Charles Y. Tanabe 200 shares of Series A Stock
Jerome H. Kern 10,000 shares of Series A Stock.
William R. Fitzgerald 527 shares of Series A Stock.
Carl E. Vogel 5,000 shares of Series A Stock.
Vivian J. Carr 292 shares of Series A Stock over which Ms. Carr has sole voting power and
power of disposition, 699 shares of Series A Stock over which Ms. Carr shares
voting power and power of disposition with her spouse, 955 shares held by Ms.
Carr's spouse of which she disclaims any beneficial ownership, and options,
granted in tandem with stock appreciation rights, to purchase 4,645 shares of
Series A Stock. Ms. Carr's spouse is Raymond S. Carr, 1025 East River Road,
Franktown, CO 80116. To the knowledge of the Reporting Person he is a United
States citizen, and has not, during the past five years, been convicted in a
criminal proceeding or been 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.
</TABLE>
13
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Exhibit
----------- -------
<S> <C>
Exhibit 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 (File No. 333-70279)
filed on January 8, 1999 (the "AT&T Registration Statement")).
Exhibit 7(b): AT&T/TCI Proxy Statement/Prospectus (incorporated by reference to the AT&T
Registration Statement).
</TABLE>
14
