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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
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)
JUNE 10, 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).
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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 11,957,196 Shares of
Shares Beneficially Series A Common Stock
Owned by
Each Reporting Person (8) Shared Voting Power 0 Shares
With
(9) Sole Dispositive Power 11,957,196 Shares of
Series A Common Stock
(10) Shared Dispositive Power 0 Shares
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
11,957,196 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 57.7%
(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 beneficially owned by
the Reporting Person. Shares of Series B Common Stock are convertible at any
time at the option of the Reporting Person. (See Item 5.)
** Percentage determined (i) based upon 20,732,666 shares of Series A Common
Stock outstanding as of April 30, 1999, as reported in the Issuer's Quarterly
Report on Form 10-Q for the fiscal quarter ended March 30, 1999, 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. Such shares of Series B Common 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, and each share of Series A Common Stock is
entitled to one vote 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 98.6% of the voting power of
the Issuer. (See Items 1 and 5.)
2
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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 0 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 0 Shares of Series A
Convertible Preferred
Stock
(10) Shared Dispositive Power 0 Shares
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
0 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 0%*
(14) Type of Reporting Person
HC, CO
3
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)
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)
This amended statement amends Items 1, 3 and 5 of a statement on
Schedule 13D filed by Liberty Media Corporation as set forth below.
ITEM 1. SECURITY AND ISSUER
Liberty Media Corporation, a Delaware corporation (the
"Reporting Person") Stock 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"). On June 11, 1999 all the outstanding shares of
Preferred Stock were redeemed by 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, each
share of Series B Stock is convertible into one share of Series A Stock. The
shares of Series A Stock are not convertible into shares of Series B Stock. The
holders of Series A Stock and Series B 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 and the
holders of the Series A Stock are entitled to one vote per share.
4
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Reporting Person currently beneficially owns, through subsidiaries,
a total of 11,957,196 shares of Series A Stock, and 62,500,000 shares of Series
B Stock as a result of the conversion of 84,242 shares of the Preferred Stock
into 252,726 shares of Series A Stock prior to the date such shares of the
Preferred Stock were to be redeemed. See Item 5.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The Reporting Person presently beneficially owns, through
subsidiaries, 11,957,196 shares of Series A Stock and 62,500,000 shares of
Series B Stock. On May 24, 1999 the Issuer announced that its Board of Directors
had called for redemption of all outstanding shares of the Preferred Stock.
Under the terms of the redemption, holders of shares of Preferred Stock could
convert their shares prior to redemption into three shares of Series A Stock by
the close of business on June 10, 1999. The Reporting Person converted the
84,242 shares of Preferred Stock held by it prior to the redemption date into
252,726 shares of Series A Stock. The 11,957,196 shares of Series A Stock
beneficially owned by the Reporting Person represent 57.7% of the 20,732,666
shares of Series A Stock outstanding on April 30, 1999, as reported by the
Issuer in its Quarterly Report on Form 10-Q for the fiscal quarter ended March
30, 1999, as amended (the "Form 10-Q"). The 62,500,000 shares of Series B Stock
beneficially owned by Reporting Person represent 100% of the 62,500,000 shares
of Series B Stock outstanding on April 30, 1999, as reported by the Issuer in
the Form 10-Q.
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 1.6% 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.
5
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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.
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.
October 7, 1999 LIBERTY MEDIA CORPORATION
/s/ Charles Y. Tanabe
---------------------------------
Charles Y. Tanabe
Senior Vice President
