<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
ANTEC CORPORATION
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
Common Stock 03664P105
(CUSIP Number)
Charles Y. Tanabe
Senior Vice President and General Counsel
Liberty Media Corporation
8101 East Prentice Avenue, Suite 500 Englewood, CO 80111 (303) 721-5400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 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 that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the
following box: [_].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
*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>
Common Stock CUSIP No.03664P105
(1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
(entities only)
Liberty Media Corporation
(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 7,681,341 Shares*
Shares Bene-
ficially (8) Shared Voting Power 0 Shares
Owned by
Each Report- (9) Sole Dispositive Power 7,681,341 Shares*
ing Person
With (10) Shared Dispositive 0 Shares
Power
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
7,681,341 Shares*
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[_]
(13) Percent of Class Represented by Amount in Row (11)*
Approximately 21.1%
(14) Type of Reporting Person
CO
*Includes 854,341 shares of Common Stock issuable upon exercise of certain stock
options (See Items 3 and 5 herein.)
Page 2 of 9
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Statement of
LIBERTY MEDIA CORPORATION
Pursuant to Section 13(d) of the
Securities Exchange Act of 1934
in respect of
ANTEC CORPORATION
Liberty Media Corporation, a Delaware corporation (the "Reporting Person")
is filing this Statement on Schedule 13D (this "Statement") with respect to
shares (the "Shares") of the Common Stock, par value $.01 per share (the "Common
Stock"), of Antec Corporation (the "Issuer") beneficially owned by the Reporting
Person.
ITEM 1. SECURITY AND ISSUER
This Statement is being filed with respect to shares of Common Stock. The
Issuer's principal executive offices are located at 5720 Peachtree Parkway, NW,
Norcross, Georgia 30092.
ITEM 2. IDENTITY AND BACKGROUND
The reporting person is Liberty Media Corporation whose principal business
address is 8101 East Prentice Avenue, Suite 500, Englewood, Colorado 80111.
The Reporting Person succeeded to the beneficial ownership of the Shares 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 Tele-Communications, Inc.
("TCI"). TCI, as the corporate parent entity of the Reporting Person, had
previously filed a Report on Schedule 13D reporting beneficial ownership of the
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, (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 the combined
Liberty Media Group and TCI Ventures Group. Following the Merger,
Page 3 of 9
<PAGE>
AT&T's "Liberty Media Group" consists 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 the TCI Group in connection with the
Merger, and the "AT&T Common Stock Group" consists of all of the other assets
and businesses of AT&T.
The Board of Directors and management of the Reporting Person manages 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, the Reporting
Person will transfer all of its assets and businesses to a new entity. Although
this new entity would be owned substantially by AT&T, it would 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.
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 and 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
Page 4 of 9
<PAGE>
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.
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 June 23, 1998, among AT&T, Italy Merger Corp. and TCI, a copy of
which has been incorporated by reference as Exhibit 7(b), and to the text of the
AT&T/TCI Proxy Statement/Prospectus, a copy of which has been incorporated by
reference as Exhibit 7(c).
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The information set forth in Item 2 is hereby incorporated by reference
herein.
The Reporting Person beneficially owns a total of 7,681,341 shares of
Common Stock. Such beneficial ownership is comprised of 6,827,000 shares of
Common Stock and options to acquire up to an additional 854,341 shares of Common
Stock (the "Options").
The Options were originally granted by TSX Corporation ("TSX") and
originally related to TSX common stock. The Issuer assumed the liability of such
TSX stock options in a merger of a wholly-owned subsidiary of the Issuer into
TSX. The Options are exercisable for Common Stock on the same terms as related
to the TSX stock options. For additional information regarding the terms of the
stock options granted by TSX, please refer to Amendment No. 3 to TCI's Report on
Schedule 13D which related to TCI's ownership of TSX common stock. Such filing
is hereby incorporated herein by reference.
Page 5 of 9
<PAGE>
ITEM 4. PURPOSE OF TRANSACTION
The Reporting Person acquired and is continuing to hold its securities of
the Issuer for investment purposes. The Reporting Person intends to
continuously review its investment in the Issuer, and may in the future
determine to (i) acquire additional securities of the Issuer, through open
market purchases, private agreements or otherwise, (ii) dispose of all or a
portion of the securities of the Issuer owned by it or (iii) take any other
available course of action, which could involve one or more of the types of
transactions or have one or more of the results described in the last paragraph
of this Item 4. Notwithstanding anything contained herein, the Reporting Person
specifically reserves the right to change its intention with respect to any or
all of such matters. In reaching any decision as to its course of action (as
well as to the specific elements thereof), the Reporting Person currently
expects that it would take into consideration a variety of factors, including,
but not limited to, the Issuer's business and prospects, other developments
concerning the Issuer and the cable television and entertainment programming
industries generally, other business opportunities available to the Reporting
Person, other developments with respect to the business of the Reporting Person,
general economic conditions and money and stock market conditions, including the
market price of the securities of the Issuer.
Other than as set forth in this Statement, the Reporting Person has no
present plans or proposals which relate to or would result in:
(a) The acquisition by any person of additional securities of the Issuer,
or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer or of
any of its subsidiaries;
(d) Any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or term
of directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend policy
of the Issuer;
(f) Any other material change in the Issuer's business or corporate
structure;
(g) Changes in the Issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control
of the Issuer by any person;
Page 6 of 9
<PAGE>
(h) A class of securities of the Issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities
association;
(i) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Exchange Act; or
(j) Any action similar to any of those enumerated in this Item.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The Reporting Person presently beneficially owns 7,681,341 shares of
Common Stock. Of the 7,681,341 shares beneficially owned, 6,827,000
shares are currently owned of record by a subsidiary of the Reporting
Person and an additional 854,341 shares may be acquired upon the
exercise of the Options. The 7,681,341 shares of Common Stock
beneficially owned by the Reporting Person represent approximately
21.1% of the 35,620,648 shares of Common Stock outstanding as of
December 31, 1998, as reported by the Issuer on its Quarterly Report
on Form 10-Q for the quarter ended September 30, 1998, and giving
effect to the issuance of 854,341 shares of Common Stock to the
Reporting Person upon exercise of the Options.
To the best knowledge of the Reporting Person, none of the Schedule 1
Persons has any interest in any securities of the Issuer. Based upon
information provided to the Reporting Person by AT&T, to the knowledge
of AT&T, none of the 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 of Common Stock that the Reporting Person
beneficially owns. The Reporting Person has the sole power to dispose
of, or to direct the disposition of, such shares of Common Stock.
(c) Neither the Reporting Person nor, to the knowledge of the Reporting
Person, any of the Schedule 1 Persons, has executed transactions in
the Common Stock of the Issuer during the past sixty (60) days. Based
upon information provided to the Reporting Person by AT&T, to the
knowledge of AT&T, none of the Schedule 2 Persons has executed
transactions in the 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 Common Stock owned by the Reporting Person.
(e) Not applicable.
Page 7 of 9
<PAGE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
The Issuer and TCI TSX, Inc. a Delaware corporation, executed a
Registration Rights Agreement, dated as of October 29, 1996 (the "Registration
Rights Agreement") wherein the Issuer granted demand and incidental registration
rights to TCI. The registration rights related to all of the Common Stock
beneficially owned by TCI TSX, Inc. as of such date as well as to any Common
Stock that TCI TSX, Inc. might acquire during the term of the Registration
Rights Agreement. As a result of certain restructuring activities in advance of
the Merger described in Item 2, TCI TSX, Inc. became a wholly-owned subsidiary
of the Reporting Person. A copy of the Registration Rights Agreement is
incorporated by reference as Exhibit 7(a) and is incorporated herein by
reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
(a) Registration Rights Agreement, dated as of October 29, 1996, between
the Issuer and TCI (incorporated by reference to Exhibit 7(a) to the
Report on Schedule 13D filed by Tele-Communications, Inc. on March 4,
1997).
(b) 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 T&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")).
(c) AT&T/TCI Proxy Statement/Prospectus (incorporated by reference to the
AT&T Registration Statement).
[Signature on following page]
Page 8 of 9
<PAGE>
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.
March 26, 1999 LIBERTY MEDIA CORPORATION
/s/ Charles Y. Tanabe
-----------------------------------------
Charles Y. Tanabe
Senior Vice President and General Counsel
<PAGE>
SCHEDULE 1
DIRECTORS AND EXECUTIVE OFFICERS
OF
LIBERTY MEDIA CORPORATION
The name and present principal occupation of each director and executive
officer of Liberty Media Corporation ("Liberty Media") are set forth below. The
business address for each person listed below is c/o Liberty Media Corporation,
8101 East Prentice Avenue, Suite 500, Englewood, Colorado 80111. 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.
<TABLE>
<CAPTION>
Name Principal Occupation
- ---- --------------------
<S> <C>
John C. Malone Chairman of the Board and Director of Liberty Media; Director of
AT&T Corp.
Robert R. Bennett President, Chief Executive Officer and Director of Liberty Media
Gary S. Howard Executive Vice President, Chief Operating Officer and Director of
Liberty Media
Leo J. Hindery, Jr. Director of Liberty Media; President and Chief Executive Officer,
AT&T Broadband and Internet Services
Daniel E. Somers Director of Liberty Media; Senior Executive Vice President and
Chief Financial Officer of AT&T Corp.
John C. Petrillo Director of Liberty Media; Executive Vice President, Corporate
Strategy and Business Development of AT&T Corp.
Larry E. Romrell Director of Liberty Media; Consultant to Tele-Communications, Inc.
Jerome H. Kern Director of Liberty Media
Paul A. Gould Director of Liberty Media; Managing Director of Allen & Co.
David B. Koff Senior Vice President and Assistant Secretary of Liberty Media
Charles Y. Tanabe Senior Vice President, General Counsel and Assistant Secretary of
Liberty Media
Peter Zolintakis Senior Vice President of Liberty Media
Vivian J. Carr Vice President and Secretary of Liberty Media
Kathryn S. Douglass Vice President and Controller of Liberty Media
David J.A. Flowers Vice President and Treasurer of Liberty Media
David A. Jensen Vice President of Liberty Media
Gary Blaylock Vice President of Liberty Media
</TABLE>
<PAGE>
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. 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.
<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.
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 of 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
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Name Title
- ---- -----
<S> <C>
Leo J. Hindrey, Jr. President and Chief Executive Officer, AT&T Broadband and
Internet Services
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>
