UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
Amendment No.: 1
Name of Issuer: Liberty Digital, Inc.
Title of Class of Securities: Series A Common Stock
CUSIP Number: 530436104
(Date of Event Which Requires Filing of this Statement)
October 18, 2000
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
/ / Rule 13d-1(b)
/X/ Rule 13d-1(c)
/ / Rule 13d-1(d)
*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 the
disclosures provided in a prior cover page.
The information required in 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>
CUSIP Number: 530436104
1. Name of Reporting Person
I.R.S. Identification No. of Above Person
Red Coat Capital Management, L.L.C.
2. Check the Appropriate Box if a Member of a Group
a.
b.
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person
With:
5. Sole Voting Power:
6. Shared Voting Power:
1,428,300
7. Sole Dispositive Power:
8. Shared Dispositive Power:
1,428,300
9. Aggregate Amount Beneficially Owned by Each Reporting
Person
1,428,300
10. Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares
2
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11. Percent of Class Represented by Amount in Row (9)
4.62%
12. Type of Reporting Person
OO
3
<PAGE>
CUSIP Number: 530436104
1. Name of Reporting Person
I.R.S. Identification No. of Above Person
Kenneth L. Londoner
2. Check the Appropriate Box if a Member of a Group
a.
b.
3. SEC Use Only
4. Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned by Each Reporting Person
With:
5. Sole Voting Power:
6. Shared Voting Power:
1,428,300
7. Sole Dispositive Power:
8. Shared Dispositive Power:
1,428,300
9. Aggregate Amount Beneficially Owned by Each Reporting
Person
1,428,300
10. Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares
4
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11. Percent of Class Represented by Amount in Row (9)
4.62%
12. Type of Reporting Person
IN
5
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Item 1(a) Name of Issuer: Liberty Digital, Inc.
(b) Address of Issuer's Principal Executive Offices:
12312 West Olympic Blvd.
Los Angeles, CA 90064
Item 2(a) - (c). Name, Principal Business Address, and
Citizenship of Persons Filing:
Red Coat Capital Management, L.L.C.
Kenneth L. Londoner
350 Park Avenue
5th Floor
New York, New York 10022
Red Coat Capital Management, L.L.C. - Delaware
limited liability company
Kenneth L. Londoner - United States citizen
(d) Title of Class of Securities: Series A Common
Stock
(e) CUSIP Number: 530436104
Item 3. If this statement is filed pursuant to Rule
13d-1(b)(1) or 13d-2(b) or (c) check whether the person
filing is:
(a) / / Broker or dealer registered under Section 15 of
the Act,
(b) / / Bank as defined in Section 3(a)(6) of the Act,
(c) / / Insurance Company as defined in
Section 3(a)(19) of the Act,
(d) / / Investment Company registered under Section 8
of the Investment Company Act,
(e) / / Investment Adviser registered under Section 203
of the Investment Advisers Act of 1940,
(f) / / Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee
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<PAGE>
Retirement Income Security Act of 1974 or
Endowment Fund,
(g) / / Parent Holding Company, in accordance with Rule
13d-1(b)(ii)(G),
(h) / / Savings association as defined in Section 3(b)
of the Federal Deposit Insurance Act,
(i) / / Church plan excluded from the definition of an
investment company under Section 3(c)(14) of
the Investment Company Act,
(j) / / Group, in accordance with Rule 13d-
1(b)(1)(ii)(H).
If this statement is filed pursuant to Rule 13d-1(c), check
this box. /X/
Item 4. Ownership.
(a) Amount Beneficially Owned: 1,428,300 shares
beneficially owned by Red Coat Capital
Management, L.L.C. and 1,428,300 by Kenneth L.
Londoner
As of October 24, 2000: 1,009,800 shares
beneficially owned by Red Coat Capital
Management, L.L.C. and 1,009,800 by Kenneth L.
Londoner
(b) Percent of Class: 4.62% by Red Coat Capital
Management, L.L.C. and 4.62% by Kenneth L.
Londoner
As of October 24, 2000: 3.27% by Red Coat
Capital Management, L.L.C. and 3.27% by Kenneth
L. Londoner
(c) Red Coat Capital Management, L.L.C.: 1,428,300
shares with shared power to vote or to direct
the vote; 0 shares with sole power to vote or
to direct the vote; 1,428,300 shares with
shared power to dispose or to direct the
disposition of; 0 shares with the sole power to
dispose or to direct the disposition of
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<PAGE>
Kenneth L. Londoner: 1,428,300 shares with
shared power to vote or to direct the vote; 0
shares with sole power to vote or to direct the
vote; 1,428,300 shares with shared power to
dispose or to direct the disposition of; 0
shares with the sole power to dispose or to
direct the disposition of
As of October 24, 2000:
Red Coat Capital Management, L.L.C.: 1,009,800
shares with shared power to vote or to direct
the vote; 0 shares with sole power to vote or
to direct the vote; 1,009,800 shares with
shared power to dispose or to direct the
disposition of; 0 shares with the sole power to
dispose or to direct the disposition of
Kenneth L. Londoner: 1,009,800 shares with
shared power to vote or to direct the vote; 0
shares with sole power to vote or to direct the
vote; 1,009,800 shares with shared power to
dispose or to direct the disposition of; 0
shares with the sole power to dispose or to
direct the disposition of
Item 5. Ownership of Five Percent or Less of a Class.
As of the date hereof the Reporting Person is no
longer the beneficial owner of greater that five
percent of the Common Stock of the Issuer.
Item 6. Ownership of More than Five Percent on Behalf of
Another Person.
N/A
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported by the
Parent Holding Company.
N/A
Item 8. Identification and Classification of Members of the
Group.
N/A
8
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Item 9. Notice of Dissolution of the Group.
N/A
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<PAGE>
Item 10.
Certification for Rule 13d-1(c): By signing below I
certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and
were not acquired and are not held in connection with or as
a participant in any transaction having that purpose or
effect.
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.
RED COAT CAPITAL MANAGEMENT, L.L.C.
By: /s/ Kenneth L. Londoner
____________________________
Kenneth L. Londoner
Managing Member
/s/ Kenneth L. Londoner
____________________________
Kenneth L. Londoner
October 24, 2000
__________________
Date
10
<PAGE>
AGREEMENT
The undersigned agree that this Amendment No. 1 to
Schedule 13G dated October 24, 2000 relating to the Series A
Common Stock of Liberty Digital, Inc. shall be filed on
behalf of the undersigned.
RED COAT CAPITAL MANAGEMENT, L.L.C.
By: /s/ Kenneth L. Londoner
_______________________________
Kenneth L. Londoner
Managing Member
/s/ Kenneth L. Londoner
____________________________
Kenneth L. Londoner
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02108003.AB5
