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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
LIBERTY MEDIA CORPORATION
(NAME OF ISSUER)
(1) Series A Common Stock, par value $0.01 per share
(2) Series B Common Stock, par value $0.01 per share
(Title of Class of Securities)
(1) Series A Common Stock: 530718105
(2) Series B Common Stock: 530718204
(CUSIP Numbers)
Dr. John C. Malone
c/o Liberty Media Corporation
12300 Liberty Boulevard
Englewood, Colorado 80112
(720) 875-5400
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 10, 2001
(Date of Events which Require 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.
*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 (the "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).
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CUSIP NO. 530718105 (Series A Common Stock)
CUSIP NO. 530718204 (Series B Common Stock)
NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
DR. JOHN C. MALONE
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY SERIES A: 10,718,990 (1, 2)
EACH REPORTING PERSON SERIES B: 198,586,444 (1, 3, 4)
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
SERIES A: 10,718,990 (1, 2)
SERIES B: 103,004,112 (1, 3, 4)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
SERIES A: 10,718,990 (1, 2)
SERIES B: 198,586,444 (1, 3, 4)
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
SERIES A: LESS THAN 1% (2, 5, 6)
SERIES B: 93.7% (3, 5, 6)
14 TYPE OF REPORTING PERSON
IN
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(1) Includes 50,904 shares of Series A Common Stock and 3,409,436 shares of
Series B Common Stock held by Dr. Malone's wife, Mrs. Leslie Malone, as to which
shares Dr. Malone has disclaimed beneficial ownership.
(2) Includes 735,079 shares of Series A Common Stock held by the Liberty Media
401(k) savings plan for the benefit of Dr. Malone. Does not include shares of
Series A Common Stock issuable upon conversion of shares of Series B Common
Stock owned by Dr. Malone or his spouse; however, if such shares of Series A
Common Stock issuable upon conversion of shares of Series B Common Stock were
included, the Reporting Person would have sole voting power of 209,305,434
shares of Series A Common Stock, sole dispositive power of 113,723,102 shares of
Series A Common Stock and aggregate beneficial ownership of 209,305,434 shares
of Series A Common Stock, and the percent of Series A Common Stock, as a class,
represented by the Reporting Person's beneficial ownership would be 8.1%, in
each case subject to the relevant footnotes set forth herein.
(3) Includes 95,895,582 shares owned by the Magness Group as to which Dr. Malone
is entitled to exercise voting rights if the holders of such shares and Dr.
Malone do not agree upon the voting of such shares, but Dr. Malone does not have
the power to dispose of such shares. Such shares are not included in (9) above.
(4) Shares of Series B Common Stock owned by Dr. Malone and his wife are subject
to the Malone Call Agreement and the Stockholders' Agreement. See Item 6.
(5) Based upon the following number of shares outstanding as of June 30, 2001:
(1) 2,375,782,004 shares of the Series A Common Stock and (2) 212,045,288 shares
of the Series B Common Stock, in each case assuming that the Redemption (defined
herein) occurred on that date and that no outstanding stock options or warrants
are exercised.
(6) Each share of Series B Common Stock is convertible, at the option of the
holder, into one share of Series A Common Stock. Each share of Series A Common
Stock is entitled to one vote, whereas each share of Series B Common Stock is
entitled to ten votes. Accordingly, Dr. Malone may be deemed to beneficially own
voting equity securities representing approximately 44.2% of the voting power
with respect to a general election of directors of the Issuer. See Item 5.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
STATEMENT OF
DR. JOHN C. MALONE
PURSUANT TO SECTION 13(d) OF THE SECURITIES EXCHANGE ACT OF 1934
IN RESPECT OF
LIBERTY MEDIA CORPORATION
COMMISSION FILE NO. 0-20421
ITEM 1. SECURITY AND ISSUER.
Dr. John C. Malone is filing this Statement on Schedule 13D (the
"Statement") with respect to the following series of common stock of Liberty
Media Corporation, a Delaware corporation (the "Issuer"), beneficially owned by
Dr. Malone:
(a) Series A Common Stock, par value $.01 per share (the "Series A
Common Stock"); and
(b) Series B Common Stock, par value $.01 per share (the "Series B
Common Stock," and together with the Series A Common Stock, the "Common Stock").
The Issuer's executive offices are located at 12300 Liberty Boulevard,
Englewood, Colorado 80112.
Dr. Malone is filing this Statement to report his acquisition of
beneficial ownership, on August 10, 2001, of shares of Series A Common Stock and
Series B Common Stock in connection with the redemption (the "Redemption") by
AT&T Corp. ("AT&T") of all of its outstanding shares of Class A Liberty Media
Group common stock, par value $1.00 per share (the "Class A Liberty Media Group
Common Stock"), and 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").
Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), this Statement also relates to the shares of
Series A Common Stock issuable upon conversion of shares of Series B Common
Stock. At the option of the holder, each share of
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Series B Common Stock is convertible into one share of Series A Common Stock.
The shares of Series A Common Stock are not convertible into shares of Series B
Common Stock.
ITEM 2. IDENTITY AND BACKGROUND.
The reporting person is Dr. John C. Malone, whose business address is
12300 Liberty Boulevard, Englewood, Colorado 80112. Dr. Malone is the Chairman
of the Board of the Issuer.
During the last five years, Dr. Malone has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors), and
has not 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.
Dr. Malone is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS.
Dr. Malone acquired beneficial ownership of the shares of Common Stock
reported on this Statement pursuant to the Redemption. In the Redemption, each
share of Class A Liberty Media Group Common Stock and Class B Liberty Media
Group Common Stock beneficially owned by Dr. Malone, at the Effective Time, was
redeemed in exchange for one share of Series A Common Stock and Series B Common
Stock, respectively.
ITEM 4. PURPOSE OF TRANSACTION.
Dr. Malone is the Chairman of the Board of the Issuer. In addition, Dr.
Malone owns and has the power to vote shares of Common Stock representing
approximately 44.2% of the combined voting power of the Series A Common Stock
and Series B Common Stock. This Statement is being filed with respect to Dr.
Malone's beneficial ownership of Series A Common Stock and Series B Common
Stock.
Because the holders of Series B Common Stock are entitled to cast ten
votes per share while holders of Series A Common Stock are entitled to cast one
vote per share, Dr. Malone's beneficial ownership of Common Stock constitutes
approximately 44.2% of the voting power of the Common Stock. Dr. Malone's
ability to dispose of the Series B Common Stock beneficially owned by him is
subject to certain limitations set forth in the Malone Call Agreement and the
Stockholders' Agreement (each as defined in Item 6 below).
Dr. Malone does not have any present plans or proposals which relate to
or would result in: (i) any acquisition by any person of additional securities
of the Issuer, or any disposition of securities of the Issuer; (ii) any
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Issuer or any of its subsidiaries; (iii) any sale or
transfer of a material amount of assets of the Issuer or any of its
subsidiaries; (iv) 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; (v) any material
change in the present capitalization or dividend policy of the Issuer; (vi) any
other
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material change in the Issuer's business or corporate structure; (vii) any
change in the Issuer's charter, bylaws or other instruments corresponding
thereto or other actions which may impede the acquisition of control of the
Issuer by any person; (viii) any delisting from a national securities exchange
or any loss of authorization for quotation in an inter-dealer quotation system
of a registered national securities association of a class of securities of the
Issuer; (ix) any termination of registration pursuant to Section 12(g)(4) of the
Exchange Act of a class of equity securities of the Issuer; or (x) any action
similar to any of those enumerated above.
In determining his future course of action with respect to the
securities of the Issuer, Dr. Malone will take into consideration various
factors, including, but not limited to, his financial position, the Issuer's
business and prospects, other developments concerning the Issuer, other business
opportunities available to Dr. Malone, and general economic and stock market
conditions, including, but not limited to, the market price of the Common Stock.
Notwithstanding anything contained herein, Dr. Malone reserves the right,
depending on other relevant factors, to acquire additional shares of Common
Stock in open market or privately negotiated transactions or pursuant to the
exercise of stock options or under other compensatory stock plans of the Issuer,
to dispose of all or a portion of his holdings of shares of the Issuer or to
change his intentions with respect to any or all of the matters referred to in
this Item.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Dr. Malone beneficially owns (without giving effect to the
conversion of Series B Common Stock shares into Series A Common Stock shares)
(i) 10,718,990 shares of Series A Common Stock (including 50,904 shares held by
his wife as to which he disclaims beneficial ownership), which represent less
than 1% of the outstanding shares of Series A Common Stock; and (ii) 198,586,444
shares of Series B Common Stock (which amount includes Dr. Malone's right to
direct the voting of 95,895,582 shares owned by the Magness Group and 3,409,436
shares held by his spouse as to which he has disclaimed beneficial ownership),
which represent approximately 93.7% of the outstanding shares of Series B Common
Stock. The foregoing percentage interests are based on (1) 2,375,782,004 shares
of the Series A Common Stock and (2) 212,045,288 shares of the Series B Common
Stock, in each case outstanding as of June 30, 2001, and assuming that the
Redemption occurred on that date and that no outstanding stock options or
warrants are exercised. Accordingly, Dr. Malone may be deemed to beneficially
own voting equity securities representing approximately 44.2% of the voting
power with respect to a general election of directors of the Issuer. See Items 4
and 6.
(b) Dr. Malone, and, to his knowledge, his spouse each have the sole
power to vote, or to direct the voting of, their respective shares of Common
Stock. Subject to the Malone Call Agreement described in Item 6, Dr. Malone and,
to his knowledge, his spouse each have the sole power to dispose of, or to
direct the disposition of, their respective shares, of Series B Common Stock.
Dr. Malone has the power to direct the voting of the 95,895,582 shares of Series
B Common Stock owned by the Magness Group pursuant to the terms of the
Stockholders Agreement, but he does not have the power to dispose of such
shares.
(c) Neither Dr. Malone nor, to his knowledge, his spouse, has executed
any transactions in respect of Series A Common Stock or Series B Common Stock
within the last sixty days, except as reported herein.
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(d) Except as described in Item 6, 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 Series A Common Stock or Series B Common Stock
beneficially owned by Dr. Malone, or to his knowledge, his spouse.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The Issuer, Dr. Malone and Leslie Malone, his spouse (collectively, the
"Malone Group"), and the Estate of Bob Magness, the Estate of Betsy Magness, and
Gary and Kim Magness (individually and in certain representative capacities)
(collectively the "Magness Group") are parties to a certain Stockholders'
Agreement, dated as of February 9, 1998, as amended (the "Stockholders'
Agreement"), which provides, among other things, for: (a) a representative of
the Malone Group and a representative of the Magness Group to consult with each
other on all matters to be brought to a vote of the Issuer's stockholders;
provided, however, that if a mutual agreement on how to vote cannot be reached,
Dr. Malone will vote all shares of Series B Common Stock owned by the Magness
Group pursuant to an irrevocable proxy; (b) the Magness Group to participate, at
its option, on a proportionate basis with Dr. Malone in any acquisition of
Series B Common Stock except for certain specified acquisition opportunities;
(c) a tag-along right in favor of the Magness Group with respect to any sale by
the Malone Group of shares of Series B Common Stock, subject to certain
exceptions such as transfers to related parties; and (d) a drag-along right in
favor of Dr. Malone exercisable in connection with the sale of all or
substantially all of the Series B Common Stock beneficially owned by Dr. Malone.
The foregoing description of the Stockholders' Agreement is qualified in its
entirety by reference to the Stockholders' Agreement, which is an exhibit to
this Statement and is incorporated by reference herein.
The Issuer and the Malone Group are parties to a Call Agreement dated
as of February 9, 1998 (the "Malone Call Agreement"), pursuant to which the
Malone Group granted to the Issuer a right to acquire all of the shares of "High
Vote Stock" as defined in the Malone Call Agreement owned by them upon Dr.
Malone's death or a contemplated sale of such High Vote Stock to third parties,
in consideration for a payment to the Malone Group of $150,000,000 for such
right. When such right is triggered, the Issuer may acquire the Series B Common
Stock at a price equal to the market price of the Series A Common Stock, plus a
10% premium or, in the event of a sale, the lesser of such price or the price
offered by such third parties. In addition, the Malone Call Agreement provides
that, in connection with a sale of shares to a third party resulting in a change
in control of the Issuer, the maximum premium the Malone Group may receive for
their Series B Common Stock would be the price paid for the Series A Common
Stock by said third party, plus a 10% premium. The Malone Call Agreement also
prohibits any member of the Malone Group from disposing of their Series B Common
Stock, except for certain exempt transfers. If the Issuer exercises its call
right, it may also be required to purchase shares of Series B Common Stock from
the members of the Magness Group who exercise their "tag-along" rights under the
Stockholders' Agreement. This description of the Malone Call Agreement is
qualified in its entirety by reference to the Malone Call Agreement and the
letter from Tele-Communications, Inc., the former parent corporation of the
Issuer, and the Issuer to the Malone
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Group, each of which is an exhibit to this Statement and is incorporated by
reference herein. A similar agreement was entered into with the Magness Group.
The Reporting Person holds options to purchase 11,198,714 shares of
Series A Common Stock or Series B Common Stock. The options vest 30% on February
28, 2002 and 17.5% annually on February 28, 2003, February 28, 2004, February
28, 2005 and February 28, 2006, and expire on February 28, 2011. If the
Reporting Person exercises his options for Series A Common Stock, the exercise
price is $14.70 per share. If the Reporting Person exercises his options for
Series B Common Stock, the exercise price is $15.35 per share. This description
of such options is qualified in its entirety by reference to the form of option
agreement between the Issuer and the Reporting Person that is an exhibit to this
Statement and is incorporated by reference herein.
The information set forth in Items 3, 4 and 5 is hereby incorporated by
reference herein.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
7(a) Stockholders' Agreement dated as of February 9, 1998, among Liberty
Media Corporation (as assignee of Tele-Communications, Inc.), the
Malone Group, and the Magness Group (incorporated by reference to
Exhibit 7(m) to Dr. Malone's Amendment No. 8 to Schedule 13D filed in
respect of Tele-Communications, Inc.).
7(b) Letter Agreement, dated as of March 5, 1999, amending certain terms of
the Stockholders' Agreement dated as of February 9, 1998 (incorporated
by reference to Exhibit 7(d) to Dr. Malone's Schedule 13D filed in
respect of AT&T).
7(c) Call Agreement dated as of February 9, 1998, between Liberty Media
Corporation (as assignee of Tele-Communications, Inc.) and the Malone
Group (incorporated by reference to Exhibit 7(n) to Dr. Malone's
Amendment No. 8 to Schedule 13D filed in respect of
Tele-Communications, Inc.).
7(d) Letter, dated as of March 5, 1999, from Tele-Communications, Inc. and
Liberty Media Corporation addressed to Dr. Malone and Leslie Malone
(incorporated by reference to Exhibit 7(f) to Dr. Malone's Schedule 13D
filed in respect of AT&T).
7(e) Form of Option Agreement between Liberty Media Corporation and Dr.
Malone.
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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: August 20, 2001
/s/ John C. Malone
----------------------------------------
Dr. John C. Malone
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EXHIBIT INDEX
Exhibit No. Exhibit
----------- -------
7(a) Stockholders' Agreement dated as of February 9, 1998, among
Liberty Media Corporation (as assignee of Tele-Communications,
Inc.), the Malone Group, and the Magness Group (incorporated
by reference to Exhibit 7(m) to Dr. Malone's Amendment No. 8
to Schedule 13D filed in respect of Tele-Communications,
Inc.).
7(b) Letter Agreement, dated as of March 5, 1999, amending certain
terms of the Stockholders' Agreement dated as of February 9,
1998 (incorporated by reference to Exhibit 7(d) to Dr.
Malone's Schedule 13D filed in respect of AT&T).
7(c) Call Agreement dated as of February 9, 1998, between Liberty
Media Corporation (as assignee of Tele-Communications, Inc.)
and the Malone Group (incorporated by reference to Exhibit
7(n) to Dr. Malone's Amendment No. 8 to Schedule 13D filed in
respect of Tele-Communications, Inc.).
7(d) Letter, dated as of March 5, 1999, from Tele-Communications,
Inc. and Liberty Media Corporation addressed to Dr. Malone and
Leslie Malone (incorporated by reference to Exhibit 7(f) to
Dr. Malone's Schedule 13D filed in respect of AT&T).
7(e) Form of Option Agreement between Liberty Media Corporation and
Dr. Malone.
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