1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
Liberty Satellite & Technology, Inc.
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(Name of Issuer)
Series A Common Stock, par value $1.00 per share
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(Title of Class of Securities)
531182103
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(CUSIP Number)
Charles Y. Tanabe, Esq.
Senior Vice President and General Counsel
Liberty Media Corporation
9197 South Peoria Street
Englewood, Colorado 80112
(720) 875-5400
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 22, 2001
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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 that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 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.
(Continued on following pages)
(Page 1 of 10 Pages)
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*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 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)
2
CUSIP NO. 36866W 10 6
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Liberty Media Corporation
84-1288730
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
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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 ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
6,035,964 SHARES OF SERIES A
3,322,658 SHARES OF SERIES B
NUMBER OF -------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0 shares
OWNED BY -------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 6,035,964 SHARES OF SERIES A
PERSON 3,322, 658 SHARES OF SERIES B
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10 SHARED DISPOSITIVE POWER
0 shares
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,035,964 SHARES OF SERIES A*
3,322,658 SHARES OF SERIES B
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)**
Series A Common Stock: 8.9%
Series B Common Stock: 43.0%
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14 TYPE OF REPORTING PERSON
HC, CO
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* Does not include shares of Series A Common Stock issuable upon conversion of
Series B Common Stock.
** Each share of Series A Common Stock is entitled to one vote per share and
each share of Series B Common Stock is entitled to ten votes per share.
Accordingly, when these series of stock are aggregated, the reporting person may
be deemed to hold voting securities of the issuer representing approximately
27.1% of the total voting power of the outstanding common stock of the issuer.
Page 2 of 10 Pages
3
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(AMENDMENT NO. 1)
STATEMENT OF
LIBERTY MEDIA CORPORATION
PURSUANT TO SECTION 13(d) OF THE SECURITIES EXCHANGE ACT OF 1934
IN RESPECT OF
LIBERTY SATELLITE & TECHNOLOGY, INC.
AMENDMENT NO. 2 TO SCHEDULE 13D
Liberty Media Corporation (the "Statement"), a Delaware corporation
("Liberty" or the "Reporting Person"), hereby amends and supplements its
Statement on Schedule 13D originally filed on November 8, 2000 (the "Statement")
with respect to the Series A Common Stock, par value $1.00 per share (the
"Series A Stock"), of Liberty Satellite & Technology, Inc.("Liberty Satellite"),
a Delaware corporation. Unless otherwise indicated herein, each capitalized term
used but not defined herein has the meaning assigned thereto in the Statement.
ITEM 2. IDENTITY AND BACKGROUND
Item 2 of the Statement is hereby amended and supplemented by adding
the following information thereto:
On October 25, 2000, AT&T announced a restructuring of its businesses.
In this restructuring, Liberty will be split off from AT&T and will become an
independent, publicly traded company. The split off is scheduled to occur at
9:00 a.m., New York City time, on August 10, 2001. In the split off, Liberty's
common stock will be recapitalized, and each outstanding share of AT&T Class A
Liberty Media Group tracking stock will be redeemed for one share of new Liberty
Series A common stock, and each outstanding share of AT&T Class B Liberty Media
Group tracking stock will be redeemed for one share of new Liberty Series B
common stock. Although it is anticipated that the split off will occur as
scheduled, the split off is subject to certain conditions and there can be no
assurance that it will be consummated as currently contemplated or at all.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 of the Statement is hereby amended and supplemented by adding
the following information thereto:
Page 3 of 10 Pages
4
On June 22, 2001, Liberty Satellite issued 1,227,428 shares of Series A
stock to Liberty LSAT II, Inc. in payment of dividends accrued on shares of
Liberty Satellite Series A Cumulative Preferred Stock held by Liberty LSAT II,
Inc. (the "Series A Preferred Stock") and issued 818, 285 shares of Series A
Stock to Liberty LSAT, Inc. in payment of dividends accrued on shares of Liberty
Satellite Series B Cumulative Convertible Voting Preferred Stock held by Liberty
LSAT, Inc. (the "Series B Preferred Stock").
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 of the Statement is hereby amended and supplemented by adding
the following information thereto:
The purpose of the issuances described in the amendments to Item 3 was
to pay dividends accrued on the shares of Series A Preferred Stock and Series B
Preferred Stock.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 of the Statement is hereby amended and supplemented by adding
the following information thereto:
(a) After giving effect to the issuances described in the amendment to
Item 3, the Reporting Person beneficially owns 6,035,964 shares of Series A
Stock and 3,322,658 shares of Series B Stock. The Series A Stock is entitled to
one vote per share and the Series B Stock is entitled to 10 votes per share.
Accordingly, the Reporting Person beneficially owns approximately 8.9% of the
67,525,227 shares of Series A Stock outstanding and 43.0% of the 7,724,077
shares of Series B Stock outstanding.
Except as described on Schedule 3, which is incorporated herein, to the
knowledge of the Reporting Person, none of the Schedule 1 Persons and none of
the Schedule 2 Persons beneficially owns any shares of Common Stock.
(b) The Reporting Person has the sole power to vote or to direct the
voting of the Shares and the sole power to dispose of, or to direct the
disposition of, the Shares. Except as stated otherwise in Schedule 3, which is
incorporated herein, to the knowledge of the Reporting Person, each of the
persons listed on Schedule 3 has the sole power to vote or direct the voting of,
and the sole power to dispose of or direct the disposition of, the shares of
Common Stock indicated as being owned by such person on Schedule 3.
(c) Except for the issuance of Shares described in the amendments to
Item 3, no transactions in the shares of Common Stock have been effected by the
Reporting Person or, to the knowledge of the Reporting Person, by any of the
Schedule 1 Persons or Schedule 2 Persons during the last 60 days.
(d) None.
(e) Not applicable.
Page 4 of 10 Pages
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
None.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
No exhibits other than those exhibits filed in the original Statement
are to be filed.
Page 5 of 10 Pages
6
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.
Dated: July 23, 2001
LIBERTY MEDIA CORPORATION
By: /s/ Charles Y. Tanabe
-------------------------
Name: Charles Y. Tanabe
Title: Senior Vice President
Page 6 of 10 Pages
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Schedule 1 of the Statement is hereby amended to read in its entirety as
follows:
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 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 Principal Occupation
---- --------------------
John C. Malone Chairman of the Board and Director of Liberty
Robert R. Bennett President, Chief Executive Officer and
Director of Liberty
Gary S. Howard Executive Vice President, Chief Operating Officer
and Director of Liberty
Paul A. Gould Director of Liberty; Managing Director of Allen
& Company Incorporated
Harold R. Handler Director of Liberty, Of Counsel with Simpson
Thacher & Bartlett
Jerome H. Kern Director of Liberty
Frank J. Macchiarola Director of Liberty, President of Saint Francis
College
Michael T. Ricks Director of Liberty; Vice President, Treasury,
Telseon, Inc.
Larry E. Romrell Director of Liberty; Consultant to AT&T
Broadband, LLC
David J.A. Flowers Senior Vice President and Treasurer of Liberty
Elizabeth M. Markowski Senior Vice President of Liberty
Charles Y. Tanabe Senior Vice President, General Counsel and
Secretary of Liberty
Peter N. Zolintakis Senior Vice President of Liberty
Christopher W. Shean Vice President and Controller of Liberty
Page 7 of 10 Pages
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Schedule 2 of the Statement is hereby amended to read in its entirety as
follows:
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.
Name Title
---- -----
C. Michael Armstrong Chairman of the Board, Chief Executive Officer
and Director
J. Michael Cook Director; Retired Chairman and Chief Executive
Officer of Deloitte & Touche LLP
Kenneth T. Derr Director; Chairman of the Board, Retired, of
Chevron Corporation
M. Kathryn Eickhoff Director, President of Eickhoff Economics
Incorporated
George M. C. Fisher Director; Chairman of the Board of Eastman
Kodak Company
Amos B. Hostetter, Jr. Director; Chairman of the Board of Pilot House
Associates
Shirley A. Jackson Director; President of Rensselaer Polytechnic
Institute
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
Sanford I. Weill Director; Chairman of the Board and Co-CEO of
Citigroup Inc.
Betsy J. Bernard Executive Vice President and President and Chief
Executive Officer of AT&T Consumer
James W. Cicconi Executive Vice President-Law & Government Affairs
and General Counsel
Nicholas S. Cyprus Vice President and Controller
David W. Dorman President of AT&T Corp.
Mirian M. Graddick-Weir Executive Vice President, Human Resources
Page 8 of 10 Pages
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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
Daniel E. Somers President and CEO of AT&T Broadband
Page 9 of 10 Pages
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Schedule 3 of the Statement is hereby amended to read in its entirety as
follows:
SCHEDULE 3
The Reporting Person disclaims beneficial ownership of the securities
listed on this Schedule 3.
Name Shares and Options to Purchase Shares Beneficially Owned
---- --------------------------------------------------------
John C. Malone 14 shares of Series A Stock directly, 120,000 shares of
Series A Stock indirectly through a trust of which Dr.
Malone is the sole trustee and in which, with his
spouse, he retains a unitrust interest, options to
purchase 250,000 shares of Series A Stock, and 117,300
shares of Series B Stock held by Dr. Malone's spouse of
which he disclaims any beneficial interest.
Robert R. Bennett Options to purchase 5,000 shares of Series A Stock.
Gary S. Howard 60,204 shares of Series A Stock, options, granted in
tandem with stock appreciation rights, to purchase
15,000 shares of Series A Stock and options to purchase
332,038 shares of Series A Stock.
Charles Y. Tanabe 200 shares of Series A Stock
Jerome H. Kern Options to purchase 92,000 shares
Page 10 of 10 Pages