<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)*
LIBERTY DIGITAL, INC.
(Name of Issuer)
Series A Common Stock, $.01 par value
Series B Common Stock, $.01 par value
Series C 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 30, 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 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. 87229N 10 1
------------------------------------------------------------------------------
Names of Reporting Persons
(1) S.S. or I.R.S. Identification Nos. of Above Persons
LIBERTY MEDIA CORPORATION
84-1288730
------------------------------------------------------------------------------
Check the Appropriate Box if a Member of a Group
(2) (a) [_]
(b) [_]
------------------------------------------------------------------------------
SEC Use Only
(3)
------------------------------------------------------------------------------
Source of Funds
(4)
oo
------------------------------------------------------------------------------
Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [_]
(5)
------------------------------------------------------------------------------
Citizenship or Place of Organization
(6)
Delaware
------------------------------------------------------------------------------
Sole Voting Power
(7)
Number of 11,919,974 Shares of Series A Common Stock*
Shares -----------------------------------------------------------
Shared Voting Power
Beneficially (8)
0 Shares
Owned by
-----------------------------------------------------------
Each Sole Dispositive Power
(9)
Reporting 11,919,974 Shares of Series A Common Stock*
Person -----------------------------------------------------------
Shared Dispositive Power
With (10)
0 Shares
------------------------------------------------------------------------------
Aggregate Amount Beneficially Owned by Each Reporting Person
(11)
11,919,974 Shares of Series A Common Stock*
------------------------------------------------------------------------------
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(12)
[_]
------------------------------------------------------------------------------
Percent of Class Represented by Amount in Row (11)**
(13)
Series A Common Stock 38.4%
------------------------------------------------------------------------------
Type of Reporting Person
(14)
HC, CO
------------------------------------------------------------------------------
* Does not include 25,751,100 shares of Series B Common Stock issuable upon
conversion of 150,000 shares of Series C Preferred Stock beneficially owned by
the Reporting Person. Also does not include 197,701,267 shares of Series A
Common Stock issuable upon conversion of (a) 171,950,167 shares of Series B
Common Stock beneficially owned by the Reporting Person and (b) 25,751,100
shares of Series B Common Stock issuable upon conversion of 150,000 shares of
Series C Preferred Stock beneficially
2
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owned by the Reporting Person. Shares of Series B Common Stock and Series C
Preferred Stock are convertible at any time at the option of the Reporting
Person. (See Item 5.)
**Percentage determined based upon 31,008,878 shares of Series A Common Stock
outstanding as of October 31, 2000, as reported in the Issuer's Quarterly Report
on Form 10-Q for the fiscal quarter ended September 30, 2000 ("Form 10-Q") does
not include (b) 197,701,267 shares of Series A Common Stock issuable upon
conversion of (i) 171,950,167 shares of Series B Common Stock beneficially owned
by the Reporting Person and (ii) 25,751,100 shares of Series B Common Stock
issuable upon conversion of shares of Series C Preferred Stock beneficially
owned by the Reporting Person. The 171,950,167 shares of Series B Common Stock
beneficially owned by the Reporting Person represent 100% of the shares of
Series B Common Stock outstanding on October 31, 2000, as reported by the Issuer
in the Form 10-Q. The 150,000 shares of Series C Preferred Stock beneficially
owned by the Reporting Person represent 100% of the shares of Series C Preferred
Stock outstanding. Shares of Series C Preferred Stock are convertible at any
time at the option of the holder into shares of Series B Common Stock. Shares of
Series B Common Stock are convertible at any time at the option of the holder
into shares of Series A Common Stock.
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. The shares of
Series C Preferred Stock have no voting rights except (i) as required by law and
(ii) in connection with any (x) amendment to the Certificate of Designations
relating to the Series C Preferred Stock or (y) any amendment (including as a
result of a merger) to the Certificate of Incorporation that may adversely
affect any preference or right of the Series C Preferred Stock or Series B
Common Stock or which affect certain provisions relating to share distributions
on, or voting of, the Common Stock. The Reporting Person's beneficial ownership
of shares of Series A Common Stock and Series B Common Stock currently
represents approximately 98.9% of the outstanding voting power of the Common
Stock. Assuming conversion of the shares of Series C Preferred Stock
beneficially owned by the Reporting Person into shares of Series B Common Stock,
the voting power of the shares of Common Stock beneficially owned by the
Reporting Person would increase to approximately 99.1% of the outstanding voting
power of the Issuer.
Assuming conversion of all shares of Series B Common Stock beneficially owned by
the Reporting Person (other than the shares of Series B Common Stock issuable
upon conversion of the shares of Series C Preferred Stock beneficially owned by
the Reporting Person) the Reporting Person would beneficially own approximately
90.6% of the shares of Series A Common Stock outstanding. Assuming conversion of
the shares of Series C Preferred Stock beneficially owned by the Reporting
Person and conversion of all shares of Series B Common Stock beneficially owned
by it (including shares issuable upon conversion of the Series C Preferred
Stock), the Reporting Person would beneficially own approximately 91.7% of the
shares of Series A Common Stock outstanding. (See Items 1 and 5.)
3
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Amendment No. 3)
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, 2, 5, 6 and 7 of the statement
on Schedule 13D filed by Liberty Media Corporation, a Delaware corporation (the
"Reporting Person"), on October 12, 1999, as amended (collectively the "Prior
Filing"), as set forth below.
ITEM 1. SECURITY AND ISSUER
The information set forth in Item 1 of the Prior Filing is amended and
restated in its entirety to read as follows:
The Reporting Person is filing this Statement on Schedule 13D (this
"Statement") with respect to the Common Stock, Series A, par value $.01 per
share (the "Series A Common Stock"), Common Stock, Series B, par value $.01 per
share (the "Series B Common Stock", and collectively with the Series A Common
Stock, (the "Common Stock"), and Convertible Preferred Stock, Series C, par
value $.01 per share (the "Series C Preferred Stock," and together with the
Series A Common Stock and Series B Common Stock, the "Shares"), of Liberty
Digital, Inc., a Delaware corporation (the "Issuer") . The Issuer's principal
executive offices are located at 1100 Glendon Avenue, Suite 2000, Los Angeles,
California 90024.
Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), this Statement also relates to (i) the shares of
Series A Common Stock issuable upon conversion of shares of the Series B Common
Stock of the Issuer (x) held by the Reporting Person and (y) issuable upon
conversion of the shares of Series C Preferred Stock and (ii) the shares of
Series B Common Stock issuable upon conversion of the Series C Preferred Stock
of the Issuer held by the Reporting Person. At the option of the holder, (i)
each share of Series B Common Stock is convertible into one share of Series A
Common Stock and (ii) each share of Series C Preferred Stock is convertible into
171.674 shares of Series B Common Stock (subject to adjustment as provided in
the Certificate of Designations for the Series C Preferred Stock). The shares of
Series A Common Stock are not convertible into shares of Series B Common Stock.
4
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The holders of Series A Common Stock and Series B Common Stock
generally vote together as a single class with respect to all matters to be
voted on by the stockholders of the Issuer. The holders of the Series B Common
Stock are entitled to ten votes per share and the holders of the Series A Common
Stock are entitled to one vote per share. The shares of Series C Preferred Stock
have no voting rights except (i) as required by law and (ii) in connection with
(x) any amendment to the Certificate of Designations relating to the Series C
Preferred Stock or (y) any amendment (including as a result of a merger) to the
Certificate of Incorporation that may adversely affect any preference or right
of the Series C Preferred Stock or Series B Common Stock or which affect certain
provisions relating to share distributions on or voting of the Common Stock. The
Reporting Person's beneficial ownership of shares of Series A Common Stock and
Series B Common Stock currently represents approximately 98.9% of the
outstanding voting power of the Issuer's Common Stock. Assuming conversion of
the shares of Series C Preferred Stock beneficially owned by the Reporting
Person into shares of Series B Common Stock, the voting power of the shares of
Common Stock beneficially owned by the Reporting Person would increase to
approximately 99.1% of the outstanding voting power of the Issuer.
Assuming conversion of all shares of Series B Common Stock
beneficially owned by the Reporting Person (other than the shares of Series B
Common Stock issuable upon conversion of the shares of Series C Preferred Stock
beneficially owned by the Reporting Person) the Reporting Person would
beneficially own approximately 90.6% of the shares of Series A Common Stock
outstanding. Assuming conversion of the shares of Series C Preferred Stock
beneficially owned by the Reporting Person and conversion of all shares of
Series B Common Stock beneficially owned by it (including shares issuable upon
conversion of the Series C Preferred Stock), the Reporting Person would
beneficially own approximately 91.7% of the shares of Series A Common Stock
outstanding.
5
<PAGE>
ITEM 2. IDENTITY AND BACKGROUND
The information set forth in Item 2 of the Prior Filing is amended and
restated in its entirety to read as follows:
The reporting person is Liberty Media Corporation whose principal
business address is 9197 South Peoria Street, Englewood, Colorado 80112.
On March 9, 1999, the Reporting Person succeeded to the beneficial
ownership of the 11,667,248 shares of Series A Common Stock, 62,500,000 shares
of Series B Common Stock and 84,242 shares of Preferred Stock, Series A, par
value $.01 per share, previously reported as beneficially owned by Tele-
Communications, Inc. ("TCI"), 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
TCI. TCI, as the corporate parent entity of the Reporting Person, had previously
filed a Report on Schedule 13D reporting beneficial ownership of such shares,
which at that time were attributed to TCI's Liberty Media Group.
In the Merger: (i) TCI became a wholly owned subsidiary of AT&T (as
such, the "Surviving Corporation"), (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
Merger, AT&T's "Liberty Media Group" consisted 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. Following the Merger, AT&T's "Common Stock Group" consisted 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, the Surviving Corporation 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 188
Inverness Drive West, 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 subsidiary
of the Reporting Person. Although this new entity would be owned substantially
by AT&T, it would
6
<PAGE>
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 and business.
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 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 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.
7
<PAGE>
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 is hereby
incorporated by reference herein, 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) and is hereby incorporated by reference herein.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The information set forth in Item 5 of the Prior Filing is amended and
supplemented to add the following information:
(a) On September 27, 2000, the Issuer and the Reporting Person
entered into an exchange agreement, pursuant to which on September 29, 2000,
150,000 shares of the Series B Preferred Stock owned by the Reporting Person
(constituting all of the issued and outstanding shares of Series B Preferred
Stock) were exchanged for 150,000 shares of Series C Preferred Stock. In
addition, the Issuer paid all accrued and unpaid dividends on the Series B
Preferred Stock (aggregating $8,105,688) by issuing to the Reporting Person
8,105.688 shares of the Issuer's Preferred Stock, Series D, par value $.01 per
share ("Series D Preferred Stock"). Simultaneous with the issuance of the Series
C Preferred Stock and the Series D Preferred Stock, the 150,000 shares of Series
B Preferred Stock owned by the Reporting Person were transferred to the Issuer
and immediately cancelled and restored to the status of authorized and unissued
shares of the Issuer's Preferred Stock, par value $.01 per share. The foregoing
summary of the terms of the exchange agreement is qualified in its entirety by
reference to the text of the exchange agreement, a copy of which has been
incorporated by reference as Exhibit 7(c) and is hereby incorporated by
reference herein.
To the knowledge of the Reporting Person, 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 Common Stock, of which 80,000 shares were exercisable
within sixty (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 Common Stock assumed to be outstanding upon such exercise.
8
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To the knowledge of the Reporting Person, Gary S. Howard, Executive
Vice President 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 Common Stock, of which 20,000 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 Common
Stock assumed to be outstanding upon such exercise.
To the knowledge of the Reporting Person, 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 40,000 shares of Series A Common Stock, of which 20,000 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 Common Stock assumed to be outstanding upon such exercise.
Other than as described in this Statement, as of the date of this
Statement, to the knowledge of the Reporting Person, 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 beneficially owned by the Reporting Person.
To the knowledge of the Reporting Person, each of Messrs. Bennett,
Howard and Koff has sole power to vote or to direct the voting of the shares of
the Series A Common Stock that he beneficially owns. To the knowledge of the
Reporting Person, each of Messrs. Bennett, Howard and Koff have the sole power
to dispose of, or to direct the disposition of, the shares of the Series A
Common Stock that he beneficially owns.
(c) None of (i) the Reporting Person, (ii) to the knowledge of the
Reporting Person, any of the persons described on Schedule 1, or, (iii) based
upon information provided to the Reporting Person by AT&T, to the knowledge of
AT&T, any of the persons described on Schedule 2, has executed transactions in
the Series A Common Stock of the Issuer during the past sixty (60) days.
(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 Common Stock owned by Messrs.
Bennett, Howard and Koff.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The information set forth in Item 6 of the Prior Filing is amended and
supplemented to add the following information:
On September 27, 2000, the Issuer and the Reporting Person entered
into the exchange agreement pursuant to which the Reporting Person exchanged all
shares of Series B Preferred Stock beneficially owned by it for shares of Series
C Preferred Stock and Series D Preferred Stock. See Item 5.
9
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ITEM 7. ITEMS TO BE FILED AS EXHIBITS
Exhibit No. Exhibit
----------- -------
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).
Exhibit 7(c): Exchange Agreement, dated as of September 27, 2000, between the
Issuer and the Reporting Person (incorporated by reference to
Exhibit 10.1 of the Quarterly Report on Form 10-Q/A for the
quarterly period ending September 30, 2000 of the Issuer filed
on November 17, 2000).
Exhibit 7(d): Certificate of Designations of Convertible Preferred Stock,
Series C, dated as of September 29, 2000 (incorporated by
reference to Exhibit 3.3 of the Quarterly Report on Form 10-Q/A
for the quarterly period ending September 30, 2000 of the Issuer
filed on November 17, 2000).
Exhibit 7(e): Certificate of Designations of Convertible Preferred Stock,
Series D, dated as of September 29, 2000 (incorporated by
reference to Exhibit 3.4 of the Quarterly Report on Form 10-Q/A
for the quarterly period ending September 30, 2000 of the Issuer
filed on November 17, 2000).
10
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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.
November 30, 2000
LIBERTY MEDIA CORPORATION
/s/ Charles Y. Tanabe
--------------------------
Charles Y. Tanabe
Senior Vice President
and General Counsel
11
<PAGE>
SCHEDULE 1
The text of Schedule 1 of the Prior Filing is amended and restated
in its entirety to read as follows:
DIRECTORS AND EXECUTIVE OFFICERS
OF
LIBERTY MEDIA CORPORATION
The name and present principal occupation of each director and
executive officer of the Reporting Person 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.
Name Title
---- -----
John Malone Chairman of the Board and Director of the
Reporting Person; Director of AT&T Corp.
Robert R. Bennett President, Chief Executive Officer and
Director of the Reporting Person
Gary S. Howard Executive Vice President, Chief Operating
Officer and Director of the Reporting Person
Paul A. Gould Director of the Reporting Person; Managing
Director of Allen & Company Incorporated
Harold R. Handler Director of the Reporting Person; Of Counsel
with Simpson Thacher & Bartlett
Jerome H. Kern Director of the Reporting Person; Chairman of
the Board and Chief Executive Officer of On
Command Corporation
Frank J. Macchiarola Director of the Reporting Person; President
of Saint Francis College
Michael T. Ricks Director of the Reporting Person; Finance
Executive, Retired, of MediaOne Group, Inc.
Larry E. Romrell Director of the Reporting Person; Consultant
to AT&T Broadband LLC (f/k/a Tele-
Communications, Inc.)
Vivian J. Carr Senior Vice President and Secretary of the
Reporting Person
William R. Fitzgerald Senior Vice President of the Reporting Person
David J.A. Flowers Senior Vice President and Treasurer of the
Reporting
12
<PAGE>
Name Title
---- -----
Person
David B. Koff Senior Vice President and Assistant Secretary
of the Reporting Person
Elizabeth M. Markowski Senior Vice President of the Reporting Person
Charles Y. Tanabe Senior Vice President, General Counsel and
Assistant Secretary of the Reporting Person
Carl E. Vogel Senior Vice President of the Reporting Person
Peter Zolintakis Senior Vice President of the Reporting
Person
Christopher W. Shean Vice President and Controller of the
Reporting Person
13
<PAGE>
SCHEDULE 2
The text of Schedule 2 of the Prior Filing is amended and restated
in its entirety to read as follows:
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.
Name Title
---- -----
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 the
Reporting Person
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
14
<PAGE>
Name Title
---- -----
Sanford I. Weill Director; Chairman of the Board and CEO of
Citigroup Inc.
John D. Zeglis Director; Chairman and Chief Executive
Officer of AT&T Wireless Group
James W. Cicconi General Counsel and Executive Vice President-
Law & Government Affairs
Nicholas S. Cyprus Vice President and Controller
Mirian M. Graddick-Weir 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 LLC
15
<PAGE>
EXHIBITS INDEX
Exhibit No. Exhibit
----------- -------
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).
Exhibit 7(c): Exchange Agreement, dated as of September 27, 2000, between the
Issuer and the Reporting Person (incorporated by reference to
Exhibit 10.1 of the Quarterly Report on Form 10-Q/A for the
quarterly period ending September 30, 2000 of the Issuer filed
on November 17, 2000).
Exhibit 7(d): Certificate of Designations of Convertible Preferred Stock,
Series C, dated as of September 29, 2000 (incorporated by
reference to Exhibit 3.3 of the Quarterly Report on Form 10-Q/A
for the quarterly period ending September 30, 2000 of the Issuer
filed on November 17, 2000).
Exhibit 7(e): Certificate of Designations of Convertible Preferred Stock,
Series D, dated as of September 29, 2000 (incorporated by
reference to Exhibit 3.4 of the Quarterly Report on Form 10-Q/A
for the quarterly period ending September 30, 2000 of the Issuer
filed on November 17, 2000).
16
