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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No. 4*
LIBERTY MEDIA CORPORATION
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(Name of Issuer)
Class A Common Stock, par value $1.00 per share
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(Title of Class of Securities)
530715309
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(CUSIP Number)
Thomas J. Egan, Jr., Esq.
Baker & McKenzie
815 Connecticut Avenue, N.W.
Washington, D.C. 20006-4078
(202) 452-7000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 4, 1994
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(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 / /.
Check the following box if a fee is being paid with the statement / /.
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
* NOTE: This constitutes the final amendment of the Schedule 13D of RMS
Limited Partnership, Crystal Diamond, Inc. and Roy M. Speer with
respect to the issuer and class of securities referenced above.
Page 1 of 4 Pages
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CUSIP No. 530715309
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(1) Name of Reporting Persons
S.S. or I.R.S. Identification No. of Above Persons
RMS Limited
Partnership Crystal Diamond, Inc. Roy M. Speer
88-0224372 88-0223159 ###-##-####
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(2) Check the Appropriate Box if a Member (a) / /
of a Group (See Instructions) (b) /x/
- ---------------------------------------------------------------------------
(3) SEC Use Only
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(4) Source of Funds
OO
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(5) Check Box if Disclosure of Legal Proceedings / /
is Required Pursuant to Items 2(d) or 2(e)
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(6) Citizenship or Place of Organization
RMS Limited Partnership -- Nevada limited partnership
Crystal Diamond, Inc. -- Nevada corporation
Roy M. Speer -- individual citizen of the United States
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Number of Shares (7) Sole Voting Power
Beneficially Owned 0
by Each Reporting ------------------------------------
Person With (8) Shared Voting Power
0
------------------------------------
(9) Sole Dispositive Power
0
------------------------------------
(10) Shared Dispositive Power
0
- ---------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
0
- ---------------------------------------------------------------------------
(12) Check Box if the Aggregate Amount in Row (11) / /
Excludes Certain Shares
- ---------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
0%
- ---------------------------------------------------------------------------
(14) Type of Reporting Person
RMS Limited Partnership -- PN
Crystal Diamond, Inc. -- CO
Roy M. Speer -- IN
Page 2 of 4 Pages
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RMS Limited Partnership, a Nevada limited partnership, Crystal
Diamond, Inc., a Nevada corporation, and Roy M. Speer hereby amend their
Schedule 13D as originally filed on December 14, 1992, as amended by Amendment
No. 1 thereto filed on January 4, 1993, by Amendment No. 2 thereto filed on
January 15, 1993, and by Amendment No. 3 thereto filed on February 22, 1993
(together, the "Schedule 13D"), with respect to the Class A common stock, par
value $1.00 per share, of Liberty Media Corporation, a Delaware corporation.
Each capitalized term used but not defined herein shall have the meaning
assigned to such term in the Schedule 13D.
ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER.
Item 5 is amended by adding the following sections (e) and (f) at the
end thereof:
(e) On March 17, 1993, the Company effected a two-for-one stock
split on the Common Stock and Class B Common Stock of the Company in the form
of a dividend of one share of Common Stock on every outstanding share of Common
Stock and a dividend of one share of Class B Common Stock on every outstanding
share of Class B Common Stock. As a result of such stock dividend, the
outstanding number of shares of Common Stock and Class B Common Stock doubled,
but the percentage ownership of the shareholders of the Company at the time of
such dividend remained unchanged.
As a result of such dividend, the number of shares of Common Stock
beneficially owned by RMS, Crystal Diamond, and Mr. Speer increased
from 4,000,000 to 8,000,000, but their percentage ownership of the Company
remained unchanged. The number of shares of the Company's stock
referenced in the Agreement, the Amendment, the Registration Rights Agreement,
the Amendment Agreement, and the Option Agreement also doubled as a result of
the stock dividend.
(f) On August 4, 1994, the Company completed a business
combination with Tele-Communications Inc. ("TCI") whereby TCI and the Company
each were merged with and into subsidiaries of a holding company, TCI/Liberty
Holding Company ("TCI Holdings"). In connection with such business combination
and pursuant to an Agreement and Plan of Merger dated as of January 27, 1994,
as amended, each share of Common Stock was converted into the right to receive
.975 of a share of the Class A Common Stock of TCI Holdings. As a result of
the business combination, RMS, Crystal Diamond and Mr. Speer will beneficially
own 7,800,000 shares of TCI Holdings Class A Common Stock which, according to
the proxy statement distributed by Liberty with respect to such transaction,
will represent less than 5% of the Class A Common Stock of TCI Holdings. Thus,
since RMS, Crystal Diamond and Mr. Speer are no longer the beneficial owners of
5% or more of the Common Stock and are not entitled to receive 5% or more of
the TCI Holdings' Class A Common Stock, RMS, Crystal Diamond and Mr. Speer are
no longer subject to the reporting requirements under Section 13(d) of the
Securities Exchange Act of 1934 with respect to the Common Stock of the Company
or the Class A Common Stock of TCI Holdings.
Page 3 of 4 Pages
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SIGNATURES
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.
Dated: August 7, 1994
/s/ Roy M. Speer
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Roy M. Speer
RMS LIMITED PARTNERSHIP,
a Nevada Limited Partnership
Dated: August 9, 1994
/s/ C. Thomas Burton
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C. Thomas Burton
President
of Crystal Diamond, Inc.,
the Managing General Partner of
RMS Limited Partnership
CRYSTAL DIAMOND, INC.
Dated: August 9, 1994
/s/ C. Thomas Burton
-------------------------------
C. Thomas Burton
President
Page 4 of 4 Pages
