<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No.__)*
LIBERTY DIGITAL, INC.
(Name of Issuer)
Series A Common Stock, $.01 par value
Series B Common Stock, $.01 par value
Series A Convertible Preferred Stock, $.01 par value
----------------------------------------------------
(Title of Classes of Securities)
Series A Common Stock 87229N 10 1
---------------------------------
(CUSIP Number)
Series A Convertible Preferred Stock 87229N 200
-----------------------------------------------
(CUSIP Number)
Charles Y. Tanabe, Esq.
Senior Vice President
Liberty Media Corporation
9197 South Peoria Street
Englewood, CO 80112
(720) 875-5400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
MARCH 9, 1999
------------------------------------
(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> 2
Series A Common Stock CUSIP No. 87229N 10 1
(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of
Above Persons
LIBERTY MEDIA CORPORATION
84-1288730
(2) Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ]
(3) SEC Use Only
(4) Source of Funds
OO
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
(6) Citizenship or Place of Organization
Delaware
Number of (7) Sole Voting Power 11,704,470 Shares of
Shares Beneficially Series A Common Stock
Owned by
Each Reporting Person (8) Shared Voting Power 0 Shares
With
(9) Sole Dispositive Power 11,704,470 Shares of
Series A Common Stock
(10) Shared Dispositive Power 0 Shares
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
11,704,470 shares of Series A Common Stock*
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
(13) Percent of Class Represented by Amount in Row (11)**
Series A Common Stock 62.0%
(14) Type of Reporting Person
HC, CO
* Does not include 62,500,000 shares of Series A Common Stock issuable upon
conversion of 62,500,000 shares of Series B Common Stock owned by the Reporting
Person and 252,726 shares of Series A Common Stock issuable upon conversion of
84,424 shares of Series A Convertible Preferred Stock beneficially owned by the
Reporting Person. Shares of Series B Common Stock and Series A Convertible
Preferred Stock are convertible at any time at the option of the Reporting
Person and 252,726 shares of Series A Common Stock issuable upon conversion of
84,424 shares of Series A Convertible Preferred Stock beneficially owned by the
Reporting Person. (See Item 5.)
** Percentage determined (i) based upon 18,876,86 shares of Series A Common
Stock outstanding as of January 31, 1999, as reported in the Issuer's Annual
Report on Form 10-K for the fiscal year ended December 31, 1998, and (ii)
without including 62,500,000 shares of Series A Common Stock issuable upon
conversion of 62,500,000 shares of Series B Common Stock beneficially owned by
the Reporting Person and 252,726 shares of Series A Common Stock issuable upon
conversion of 84,242 shares of Series A Convertible Preferred Stock beneficially
owned by the Reporting Person. Such shares of Series B Common Stock and Series A
Convertible Preferred Stock are convertible at any time at the option of the
holder. Each share of Series B Common Stock is entitled to 10 votes per share,
each share of Series A Common Stock is entitled to one vote per share and each
share of Series A Convertible Preferred Stock is entitled to three votes per
share. Accordingly, when these series of stock are aggregated, the Reporting
Person may be deemed to beneficially own voting equity securities of the issuer
representing approximately 98.2% of the voting power of the Issuer.(See Items 1
and 5.)
2
<PAGE> 3
Series A Preferred Stock CUSIP No. 87229N 200
(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of
Above Persons
LIBERTY MEDIA CORPORATION
84-1288730
(2) Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ]
(3) SEC Use Only
(4) Source of Funds
OO
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
(6) Citizenship or Place of Organization
Delaware
Number of (7) Sole Voting Power 84,242 Shares of
Shares Beneficially Series A Convertible
Owned by Preferred Stock
Each Reporting Person
With (8) Shared Voting Power 0 Shares
(9) Sole Dispositive Power 84,242 Shares of
Series A Convertible
Preferred Stock
(10) Shared Dispositive Power 0 Shares
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
84,242 shares of Series A Convertible Preferred Stock
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
(13) Percent of Class Represented by Amount in Row (11)
Series A Convertible Preferred Stock 5.6%*
(14) Type of Reporting Person
HC, CO
*Percentage determined based on 1,617,574 shares of Series A
Convertible Preferred Stock outstanding on December 31, 1998.
3
<PAGE> 4
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Amendment No. __)
Statement of
LIBERTY MEDIA CORPORATION
Pursuant to Section 13(d) of the
Securities Exchange Act of 1934
in respect of
LIBERTY DIGITAL, INC.
(Commission File No. 333-28613)
ITEM 1. SECURITY AND ISSUER
Liberty Media Corporation, a Delaware corporation (the "Reporting
Person") is filing this Statement on Schedule 13D (this "Statement") with
respect to the Series A Common Stock, $.01 par value per share (the "Series A
Stock"), and Series A Convertible Preferred Stock, $.01 par value per share (the
"Preferred Stock"), of Liberty Digital, Inc., a Delaware corporation (the
"Issuer"). The Issuer's principal executive offices are located at 67 Irving
Place North, 4th Floor, New York, New York 10003.
Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), this Statement also relates to the shares of
Series A Stock issuable upon conversion of shares of the Series B Common Stock,
$.01 par value per share (the "Series B Stock" and together with the Series A
Stock, the "Common Stock"), of the Issuer. At the option of the holder, (i) each
share of Series B Stock is convertible into one share of Series A Stock and (ii)
each share of Preferred Stock is convertible into three shares of Series A
Common Stock. The shares of Series A Stock are not convertible into shares of
Series B Stock. The holders of Series A Stock, Series B Stock and Preferred
Stock generally vote together as a single class with respect to all matters
voted on by the stockholders of the Issuer. The holders of the Series B Stock
are entitled to ten votes per share, the holders of the Series A Stock are
entitled to one vote per share and the holders of Preferred Stock are entitled
to three votes per share.
4
<PAGE> 5
ITEM 2. IDENTITY AND BACKGROUND
The Reporting Person is Liberty Media Corporation.
The Reporting Person succeeded to the beneficial ownership of the
shares of Series A Stock, Series B Stock and Preferred Stock (collectively, the
"Shares") 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"). TCI, as the corporate parent entity of the
Reporting Person, had previously filed a Report on Schedule 13D reporting
beneficial ownership of the Shares, which at that time were attributed to TCI's
Liberty Media Group. The Reporting Person's principal business address is 9197
South Peoria Street, Englewood, Colorado 80112.
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
of a new class of common stock of AT&T intended to reflect the results of the
combined Liberty Media Group and TCI Ventures 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 the TCI Group in connection with the
Merger, and its "Common Stock Group" consists of all of the other assets and
businesses of AT&T.
The Board of Directors and management of the Reporting Person manages
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, 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 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
5
<PAGE> 6
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. 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 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, to the
knowledge of AT&T, each of the persons named on Schedule 2 (the "Schedule 2
Persons") is a United States citizen. 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).
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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Reporting Person currently beneficially owns, through subsidiaries,
a total of 11,704,470 shares of Series A Stock, 62,500,000 shares of Series B
Stock and 84,242 shares of Preferred Stock, the Reporting Person became the
beneficial owner of the Shares as a result of the Merger. See Item 2.
6
<PAGE> 7
For information relating to TCI's original acquisition of the
beneficial ownership of the Shares, see the Statement on Schedule 13D, as
amended, filed by TCI with respect to the Issuer.
ITEM 4. PURPOSE OF TRANSACTION
The Reporting Person currently holds its interest in the Issuer for
investment purposes. Neither the Reporting Person nor, to the best of its
knowledge, any of its executive officers, directors or controlling persons, have
any present plans or proposals which relate to or would result in: (i) any
acquisition by any person of additional securities of the Issuer, or any
disposition of securities of the Issuer; (ii) any extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Issuer or any of its subsidiaries; (iii) any sale or transfer of a material
amount of assets of the Issuer or any of its subsidiaries; (iv) 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; (v) any material change in the present capitalization or
dividend policy of the Issuer; (vi) any other material change in the Issuer's
business or corporate structure; (vii) any changes in the Issuer's charter,
by-laws, or other instruments corresponding thereto or other actions which may
impede the acquisition of control of the Issuer by any person; (viii) any
delisting from a national securities exchange or any loss of authorization for
quotation in an inter-dealer quotation system of a registered national
securities association of a class of securities of the Issuer; (ix) any
termination of registration pursuant to Section 12(g)(4) of the Exchange Act of
a class of equity securities of the Issuer; or (x) any action similar to any of
those enumerated above.
Notwithstanding the foregoing, the Reporting Person may determine to
change its investment intent with respect to the Issuer at any time in the
future. In reaching any conclusion as to its future course of action, the
Reporting Person will take into consideration various factors, such as the
Issuer's business and prospects, other developments concerning the Issuer, other
business opportunities available to the Reporting Person, developments with
respect to the business of the Reporting Person, and general economic and stock
market conditions, including, but not limited to, the market price of the Common
Stock and Preferred Stock of the Issuer. The Reporting Person reserves the
right, depending on other relevant factors, to acquire additional shares of the
Common Stock and Preferred Stock of the Issuer in open market or privately
negotiated transactions, to dispose of all or a portion of its holdings of
shares of the Common Stock and Preferred Stock of the Issuer or to change its
intention with respect to any or all of the matters referred to in this Item.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The Reporting Person presently beneficially owns, through
subsidiaries, 11,704,470 shares of the Series A Stock, 62,500,000 shares of the
Series B Stock and 84,242 shares of Preferred Stock. The 11,704,470 shares of
Series A Stock beneficially owned by Reporting Person represent 62.0% of the
18,876,867 shares of Series A Stock outstanding on January 31, 1999, as reported
by the Issuer in its Annual Report on Form 10-K for the fiscal year ended
December 31, 1998, as amended (the "Form 10-K"). The 62,500,000 shares of Series
B Stock beneficially owned by the
7
<PAGE> 8
Reporting Person represent 100% of the 62,500,000 shares of Series B Stock
outstanding on January 31, 1999, as reported by the Issuer in the Form 10-K. The
84,242 shares of Preferred Stock beneficially owned by the Reporting Person
represent 5.6% of the Preferred Stock outstanding on December 31, 1998 as
reported by the Issuer in the Form 10-K.
Robert R. Bennett, President, Chief Executive Officer and a director of
the Reporting Person and a director of the Issuer, has stock options granted by
the Issuer to acquire 100,000 shares of Series A Stock, of which 40,000 shares
were exercisable within 60 days of the date of this Statement. Assuming the
exercise in full of such stock options, the beneficial ownership of such shares
by such individual would represent less than one percent of the shares of the
Issuer's Series A Stock assumed to be outstanding upon such exercise.
Leo J. Hindery, Jr., a director of the Reporting Person, has stock
options granted by the Issuer to acquire 833,334 shares of Series A Stock, of
which 333,334 shares were exercisable within 60 days of the date of this
Statement. Assuming the exercise in full of such stock options, the beneficial
ownership of such shares by such individual would represent 1.7% of the shares
of the Issuer's Series A Stock assumed to be outstanding upon such exercise.
David B. Koff, Senior Vice President, and Assistant Secretary of the
Reporting Person and a director, Vice President and Secretary of the Issuer, has
stock options granted by the Issuer to acquire 100,000 shares of Series A Stock,
of which 40,000 shares were exercisable within 60 days of the date of this
Statement. Assuming the exercise in full of such stock options, the beneficial
ownership of such shares by such individual would represent less than one
percent of the shares of the Issuer's Series A Stock assumed to be outstanding
upon such exercise.
Other than as described in this Statement, as of the date of this
Statement, none of the Schedule 1 Persons or Schedule 2 Persons has any interest
in any securities of the Issuer.
(b) The Reporting Person has the sole power to vote or to direct the
voting of the Shares beneficially owned by the Reporting Person. The Reporting
Person has the sole power to dispose of, or to direct the disposition of the
Shares that Reporting Person beneficially owns.
To the knowledge of the Reporting Person, each of Messrs. Bennett,
Hindery and Koff have sole power to vote or to direct the voting of the shares
of the Series A Stock that he beneficially owns. To the knowledge of the
Reporting Person, each of Messrs. Bennett, Hindery and Koff have the sole power
to dispose of, or to direct the disposition of, the shares of the Series A Stock
that he beneficially owns.
(c) Neither the Reporting Person nor, to the knowledge of the Reporting
Person, any of the persons described on Schedule 1 or Schedule 2, has executed
transactions in the Common Stock of the Issuer during the past sixty (60) days.
8
<PAGE> 9
(d) There is no person that has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
Shares beneficially owned by the Reporting Person.
To the knowledge of the Reporting Person, there is no person that has
the right to receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, the Series A Stock owned by Messrs. Bennett,
Hindery or Koff.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
There are presently no contracts, arrangements, understandings or
relationships among Reporting Person and other persons with respect to the
Common Stock or Preferred Stock of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
9
<PAGE> 10
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.
September 30, 1999 LIBERTY MEDIA CORPORATION
/s/ Charles Y. Tanabe
------------------------------------
Charles Y. Tanabe
Senior Vice President
<PAGE> 11
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 Media") is 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.
<TABLE>
<CAPTION>
Name Principal Occupation
- ---- --------------------
<S> <C>
John C. Malone Chairman of the Board and Director of Liberty Media; Director of
AT&T Corp.
Robert R. Bennett President, Chief Executive Officer and Director of Liberty Media
Gary S. Howard Executive Vice President, Chief Operating Officer of Liberty Media
Leo J. Hindery, Jr. Director of Liberty Media; President and Chief Executive Officer,
AT&T Broadband and Internet Services
Daniel E. Somers Director of Liberty Media; Senior Executive Vice President and
Chief Financial Officer of AT&T Corp.
John C. Petrillo Director of Liberty Media; Executive Vice President, Corporate
Strategy and Business Development of AT&T Corp.
Larry E. Romrell Director of Liberty Media; Consultant to Tele-Communications, Inc.
Jerome H. Kern Director of Liberty Media
Paul A. Gould Director of Liberty Media; Managing Director of Allen & Co.
David B. Koff Senior Vice President and Assistant Secretary of Liberty Media
Charles Y. Tanabe Senior Vice President, General Counsel and Assistant Secretary of
Liberty Media
Peter Zolintakis Senior Vice President of Liberty Media
Vivian J. Carr Vice President and Secretary of Liberty Media
Kathryn S. Douglass Vice President and Controller of Liberty Media
David J.A. Flowers Vice President and Treasurer of Liberty Media
David A. Jensen Vice President of Liberty Media
Gary Blaylock Vice President of Liberty Media
</TABLE>
<PAGE> 12
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. is 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; Chief Executive Officer of Chevron Corporation
M. Kathryn Eickhoff Director; President of Eickhoff Economics, Inc.
Walter Y. Elisha Director; Chairman and Chief Executive Officer of Springs
Industries, Inc.
George M. C. Fisher Director; Chairman and Chief Executive Officer of Eastman Kodak
Company
Donald V. Fites Director; Chairman and Chief Executive Officer of Caterpillar, Inc.
Ralph S. Larsen Director; Chairman 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 IRC Group
Michael I. Sovern Director; President Emeritus and Chancellor Kent Professor of Law
at Columbia University
Sanford I. Weill Director; Chairman and Co-CEO Citigroup Inc.
Thomas H. Wyman Director; Senior Advisor of SBC Warburg, Inc.
John D. Zeglis President and Director
Harold W. Burlingame Executive Vice President, Merger & Joint Venture Integration
James Cicconi Executive Vice President-Law & Governmental Affairs and General
Counsel
Mirian Graddick Executive Vice President, Human Resources
Daniel R. Hesse Executive Vice President and President & CEO, AT&T Wireless
Services
</TABLE>
<PAGE> 13
<TABLE>
<CAPTION>
Name Title
- ---- -----
<S> <C>
Leo J. Hindery, Jr. President and Chief Executive Officer, AT&T Broadband and
Internet Services
Frank Ianna Executive Vice President and President, AT&T Network Services
Michael G. Keith Executive Vice President and President, AT&T Business Services
H. Eugene Lockhart Executive Vice President, Chief Marketing Officer
Richard J. Martin Executive Vice President, Public Relations and Employee
Communication
David C. Nagel President, AT&T Labs & Chief Technology Officer
John C. Petrillo Executive Vice President, Corporate Strategy and Business
Development
Richard Roscitt Executive Vice President and President & CEO, AT&T Solutions
D.H. Schulman Executive Vice President and President, AT&T Consumer Long
Distance and Segment Marketing
Daniel E. Somers Senior Executive Vice President and Chief Financial Officer
</TABLE>
