UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Liberty Satellite & Technology, Inc.
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(Name of Issuer)
Series A Common Stock, par value $1.00 per share
Series B Common Stock, par value $1.00 per share
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(Title of Class of Securities)
Series A Common Stock: 531182103
Series B Common Stock: 531182202
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(CUSIP Number)
Charles Y. Tanabe, Esq.
Senior Vice President and General Counsel
Liberty Media Corporation
12300 Liberty Boulevard
Englewood, Colorado 80112
(720) 875-5400
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 16, 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 11 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)
Series A Common Stock Cusip No. 531182103
Series B Common Stock Cusip No. 531182202
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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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NUMBER OF 7 SOLE VOTING POWER
6,035,964 shares of Series A
SHARES 360,289,833 shares of Series B*
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BENEFICIALLY 8 SHARED VOTING POWER
0 shares
OWNED BY ------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH 6,035,964 shares of Series A
360,289,833 shares of Series B*
REPORTING ------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON 0 shares
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,035,964 shares of Series A**
360,289,833 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: 8.94%
Series B Common Stock: 98.79%*
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14 TYPE OF REPORTING PERSON
HC, CO
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* Includes shares of Series B Common Stock issuable upon conversion of Series
B Preferred Stock, as described in Item 3 of this Schedule 13D.
** 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
97.16% of the total voting power of the outstanding common stock of the issuer.
Page 2 of 11 Pages
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 2)
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, a Delaware corporation ("Liberty" or the
"Reporting Person"), hereby amends and supplements its Statement on Schedule 13D
originally filed on November 8, 2000, as amended on June 22, 2001 (the
"Statement"), with respect to the Series A Common Stock, par value $1.00 per
share (the "Series A Stock"), and Series B Common Stock, par value $1.00 per
share (the "Series B Stock" and together with the Series A stock, the "Common
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:
The principal business address of the Reporting Person is 12300 Liberty
Boulevard, Englewood, Colorado 80112.
On August 10, 2001, AT&T Corp., the former parent corporation of the
Reporting Person ("AT&T"), redeemed (the "Redemption") each outstanding share of
AT&T's Class A Liberty Media Group common stock, par value $1.00 per share (the
"Class A Liberty Media Group Common Stock"), and AT&T's Class B Liberty Media
Group common stock, par value $1.00 per share (the "Class B Liberty Media Group
Common Stock" and together with the Class A Liberty Media Group Common Stock,
the "Liberty Media Group Common Stock"), in exchange for one share of a
corresponding series of common stock of the Reporting Person. Prior to the
Redemption, the Liberty Media Group Common Stock was a tracking stock of AT&T
intended to reflect the economic performance of the businesses and assets
attributed to AT&T's Liberty Media Group. Upon the Redemption, the Reporting
Person became the holder of all of the businesses and assets formerly attributed
to AT&T's Liberty Media Group. As a result of the Redemption, the Reporting
Person became an independent, publicly traded company.
Page 3 of 11 Pages
After giving effect to the transactions described in the amendment to Item
3, the Reporting Person will beneficially own the shares of Series B Stock
acquired in the Ascent Transaction (as defined and described in Item 3) through
its subsidiary Liberty AEG, Inc., a Delaware corporation ("Liberty AEG"), and
the shares of Series B Stock acquired in the LLC Transaction (as defined and
described in Item 3) through its subsidiaries LMC/LSAT Holdings, Inc., a
Delaware corporation ("LSAT HC"), Liberty Brazil DTH Inc., a Colorado
corporation ("Liberty Brazil"), Liberty Mexico DTH Inc., a Colorado corporation
("Liberty Mexico"), Liberty Multicountry DTH, Inc., a Colorado corporation
("Liberty Multicountry"), Liberty International DTH, Inc., a Colorado
corporation ("Liberty International"), and Liberty Latin Partners, Inc., a
Delaware corporation ("Liberty Latin" and together with Liberty Brazil, Liberty
Mexico, Liberty Multicountry and Liberty International, the "DTH Subs").
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 and amends and restates Schedule
1 and Schedule 2 to the Original 13D in their entirety.
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.
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:
On August 16, 2001, the Reporting Person entered into the Purchase
Agreement, dated as of August 16, 2001, as amended as of November 30, 2001, by
and among Liberty Satellite, Liberty AEG, and, for certain limited purposes
thereunder, the Reporting Person (the "Ascent Purchase Agreement"), and the
Purchase Agreement, dated as of August 16, 2001, as amended as of November 30,
2001, by and among, LSAT HC, the DTH Subs, Liberty Satellite, and, for certain
limited purposes thereunder, the Reporting Person (the "LLC Purchase
Agreement").
Pursuant to the terms of the Ascent Purchase Agreement, Liberty AEG will
sell, convey, assign, transfer and deliver to Liberty Satellite, and Liberty
Satellite will purchase and acquire from Liberty AEG, in exchange for 87,016,207
shares of Series B Stock, all of the issued and outstanding shares of capital
stock of Ascent Entertainment Group, Inc. ("Ascent"), a Delaware corporation
(the "Ascent Transaction").
Page 4 of 11 Pages
Pursuant to the terms of the LLC Purchase Agreement, (i) LSAT HC will sell,
convey, assign, transfer and deliver to Liberty Satellite, and Liberty Satellite
will purchase and acquire from LSAT HC, in exchange for 174,267,664 shares of
Series B Stock, all of the issued and outstanding shares of capital stock of
each of Liberty KASTR Corp., a Delaware corporation ("Liberty KASTR"), Liberty
XMSR, Inc., a Delaware corporation ("Liberty XMSR"), and Liberty Astro, Inc., a
Delaware corporation ("Liberty Astro" and together with Liberty KASTR and
Liberty XMSR, the "LLC Holding Companies") (the "HC Transaction"); and (ii) the
DTH Subs will sell, convey, assign, transfer and deliver to Liberty Satellite,
and Liberty Satellite will purchase and acquire from the DTH Subs, in exchange
for 78,716,129 shares of Series B Stock, all of the issued and outstanding
shares of capital stock of LMI/LSAT Holdings, Inc. ("LMI/LSAT"), a Delaware
corporation (the "DTH Transaction" and together with the HC Transaction, the
"LLC Transaction").
On March 16, 2000, the Reporting Person completed a transaction with
Liberty Satellite. Pursuant to the terms of the transaction, Liberty Satellite
acquired a beneficial interest in 5,084,745 shares of Sprint Corporation PCS
Group common stock with an aggregate market value on the closing date of $300
million in exchange for 150,000 shares of Liberty Satellite Series A Preferred
Stock with a liquidation value of $150 million and 150,000 shares of Liberty
Satellite Series B Cumulative Convertible Voting Preferred Stock ("Series B
Preferred Stock") with a liquidation value of $150 million. On and after March
16, 2002, at the option of the holder, each share of Series B Preferred Stock
will be convertible into 113.1145 shares of Series B Stock; provided that such
conversion ratio is subject to adjustment in certain circumstances, including
cumulation of dividends, distributions or dividends on, splits, combinations or
reclassifications of, and certain issuances of shares of, the Series B Stock.
Assuming no such adjustments, the Series B Preferred Stock held by the Reporting
Person will be convertible into 16,967,175 shares of Series B 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 transactions described in the amendments to Item 3 was
to rationalize the corporate structure of Liberty Satellite, provide Liberty
Satellite with operating control of On Command Corporation, a Delaware
corporation and a consolidated subsidiary of Ascent, and increase the Reporting
Person's shareholder position in Liberty Satellite.
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 transactions described in the amendment to
Item 3, the Reporting Person beneficially owns 6,035,964 shares of Series A
Stock and 360,289,833 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 8.94% of the
67,531,018 shares of Series A Stock outstanding and 98.79% of the 364,685,461
shares of Series B Stock outstanding.
Page 5 of 11 Pages
Except as described on Schedule 3, which is incorporated herein, to the
knowledge of the Reporting Person, none of the Schedule 1 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 during the last 60 days.
(d) None.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
None.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
EXHIBIT NO. EXHIBIT
----------- -------
7(c) Purchase Agreement, dated as of August 16, 2001, by and among
Liberty Satellite, Liberty AEG, and, for certain limited purposes
thereunder, Liberty (incorporated by reference from Annex C-1 to
the Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 filed by Liberty Satellite with the
Securities and Exchange Commission on December 21, 2001)
7(d) First Amendment to the Purchase Agreement, dated as of November
30, 2001, by and among Liberty Satellite, Liberty AEG, and, for
certain limited purposes thereunder, Liberty (incorporated by
reference from Annex C-2 to the Proxy Statement Pursuant to
Section 14(a) of the Securities Exchange Act of 1934 filed by
Liberty Satellite with the Securities and Exchange Commission on
December 21, 2001)
7(e) Purchase Agreement, dated as of August 16, 2001, by and among,
LSAT HC, the DTH Subs, Liberty Satellite, and, for certain
limited purposes thereunder, Liberty (incorporated by reference
from Annex D-1 to the Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934 filed
Page 6 of 11 Pages
by Liberty Satellite with the Securities and Exchange Commission
on December 21, 2001)
7(f) First Amendment to the Purchase Agreement, dated as of November
30, 2001, by and among, LSAT HC, the DTH Subs, Liberty Satellite,
and, for certain limited purposes thereunder,
Liberty(incorporated by reference from Annex D-2 to the Proxy
Statement Pursuant to Section 14(a) of the Securities Exchange
Act of 1934 filed by Liberty Satellite with the Securities and
Exchange Commission on December 21, 2001)
Page 7 of 11 Pages
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: January 4, 2002
LIBERTY MEDIA CORPORATION
By: /s/ Elizabeth M. Markowski
--------------------------
Name: Elizabeth M. Markowski
Title: Senior Vice President
Page 8 of 11 Pages
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. Unless otherwise
noted, the business address for each person listed below is c/o Liberty Media
Corporation, 12300 Liberty Boulevard, 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 AND BUSINESS ADDRESS 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; Chairman of the Board and Director of Liberty Satellite
Paul A. Gould Director of Liberty; Managing Director of Allen & Company Incorporated
Allen & Company Incorporated
711 5th Avenue, 8th Floor
New York, NY 10022
Jerome H. Kern Director of Liberty; Consultant
Kern Consulting LLC
4600 S. Syracuse Street
Denver, CO 80237
Larry E. Romrell Director of Liberty
Donne F. Fisher Director of Liberty; President of Fisher Capital Partners, Ltd.
Fisher Capital Partners, Ltd.
9781 Meridian Blvd., #200
Englewood, CO 80112
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 9 of 11 Pages
Schedule 2 of the Statement is hereby deleted in its entirety.
Page 10 of 11 Pages
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 55,085 shares of Series A Stock, 25,495 shares of Series A
Stock as custodian for his children, options, granted in
tandem with stock appreciation rights, to purchase 30,000
shares of Series A Stock and options to purchase 664,076
shares of Series A Stock.
Jerome H. Kern 10,000 shares of Series A Stock.
Larry E. Romrell 7,220 shares of Series A Stock, options to purchase 734,076
shares of Series A Stock.
Donne F. Fisher Options to purchase 25,000 shares of Series A Stock.
Elizabeth M. Markowski 200 shares of Series A Stock owned by her spouse who has
sole power to vote and dispose of such shares, of which Ms.
Markowski disclaims any beneficial ownership.
Page 11 of 11 Pages