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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)*
LIBERTY DIGITAL, INC.
(Name of Issuer)
Series A Common Stock, $.01 par value
Series B Common Stock, $.01 par value
Series B Convertible Preferred Stock, $.01 par value
----------------------------------------------------
(Title of Classes of Securities)
Series A Common Stock 87229N 10 1
---------------------------------
(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)
SEPTEMBER 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).
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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 49.6%
(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 and 25,751,100 shares
of Series B Common Stock issuable upon conversion of 150,000 shares of Series B
Convertible Preferred Stock beneficially owned by the Reporting Person. Shares
of Series B Common Stock and Series B Convertible Preferred 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 July 31, 1999, as reported in the Issuer's Quarterly
Report on Form 10-Q for the fiscal quarter ended June 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 and 25,751,100 shares of Series B Common Stock issuable upon conversion
of 150,000 shares of Series B Convertible Preferred Stock. 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 98.1% of the voting power of the Issuer. The shares of Series B
Convertible Preferred Stock have no voting rights except those required by law
and except in certain circumstances. (See Items 1 and 5.)
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Amendment No. 2)
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"), 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") and the Series B Preferred Stock, $.01 par value per
share (the "Preferred 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 171.674 shares of Series
B Stock. The shares of Series A Stock are not convertible into shares of Series
B Stock or Preferred 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. The shares of Series B Convertible Preferred
Stock have no voting rights except those required by law and except in certain
circumstances.
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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, 62,500,000 shares of Series B
Stock and 150,000 shares of Preferred Stock. 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, 62,500,000 shares of Series B
Stock and 150,000 shares of Preferred Stock. On September 9, 1999 the Issuer and
the Reporting Person, and certain of its affiliates completed the transactions
contemplated by a Contribution Agreement, as amended, dated April 23, 1999
pursuant to which:
A wholly owned subsidiary of the Reporting Person contributed to the
Issuer all of the outstanding stock of its wholly owned subsidiaries
that were formed solely to hold some of the Reporting Person's
investments in interactive programming and content related assets;
- The Reporting Person (through a wholly owned subsidiary)
assigned to the Issuer its rights relating to channel
capacity on AT&T Corporation's cable television systems for
the provision of interactive video services under an
agreement between the Reporting Person and AT&T entered into
in connection with the merger of AT&T and
Tele-Communications, Inc., the former parent of the Reporting
Person;
- The Reporting Person (through a wholly owned subsidiary)
contributed to the Issuer a combination of cash and notes
payable to the Reporting Person or one or more of its wholly
owned subsidiaries by the contributed subsidiaries and the
Issuer equal to $150 million;
- The Issuer adopted a deferred compensation and stock
appreciation rights plan for key executives of the Issuer;
and
- In consideration of all of the foregoing, the Issuer issued
to a wholly owned subsidiary of the Reporting Person, (1)
109,450,167 shares of Series B Stock and (2) 150,000 shares
of the Preferred Stock, having an initial aggregate
liquidation preference of $150 million.
The 11,957,196 shares of Series A Stock beneficially owned by the Reporting
Person represent 49.6% of the 24,112,615 shares of Series A Stock outstanding on
July 31, 1999, as reported by the Issuer in its Quarterly Report on Form 10-Q
for the fiscal quarter ended June 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 July
31, 1999, as
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reported by the Issuer in the Form 10-Q. The 150,000 shares of Preferred Stock
beneficially owned by the Reporting Person represent 10% of the 150,000 shares
of Preferred Stock outstanding.
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 60,000 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, all
of which 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 3.3% 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 60,000 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.
Amos B. Hostetter, Jr., a director of AT&T, beneficially owns 6,500
shares of Series A Stock.
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, Koff and Hostetter 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, Koff and Hostetter have
the sole power to dispose of, or to direct the disposition of, the shares of the
Series A Stock that he beneficially owns.
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(c) 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, Koff or Hostetter.
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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.
October 7, 1999 LIBERTY MEDIA CORPORATION
/s/ Charles Y. Tanabe
-------------------------------------
Charles Y. Tanabe
Senior Vice President
<PAGE> 8
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.
Amos H. Hostetter, Jr. Director, Chairman of Pilot House Associates, LLC.
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
Leo J. Hindery, Jr. President and Chief Executive Officer, AT&T Broadband and
Internet Services
</TABLE>
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<TABLE>
<CAPTION>
Name Title
- ---- -----
<S> <C>
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>
