SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
LIBERTY MEDIA CORPORATION
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(NAME OF ISSUER)
1. Liberty Media Corporation Series A Common Stock, par value $0.01 per share
("Series A Common Stock").
2. Liberty Media Corporation Series B Common Stock, par value $0.01 per share
("Series B Common Stock").
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(TITLE OF CLASS OF SECURITIES)
1. Series A Common Stock: 530 718 105
2. Series B Common Stock: 530 718 204
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(CUSIP NUMBER)
Raymond L. Sutton, Jr.
Baker & Hostetler LLP
303 East 17th Avenue, Suite 1100
Denver, Colorado 80203
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS)
11/22/02
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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 Sections 240.13d-1(e), 240.13d-1(f) or
240.13d-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 Section 240.13d-7 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).
CUSIP Nos.
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Series A Common Stock: 530 718 105
Series B Common Stock: 530 718 204
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1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
(entities only)
Kim Magness
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2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) / /
(b) /X/
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3) SEC Use Only
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4) Source of Funds (See Instructions) OO
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5) Check 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 U.S.A.
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Number of Shares 7) Sole Voting Power
Series A Common Stock 26,907,927(1)
Beneficially Series B Common Stock 17,851,758(2)
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Owned by Each 8) Shared Voting Power
Series A Common Stock 98,036,083(1)
Reporting Person Series B Common Stock 70,850,108(2)
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With 9) Sole Dispositive Power
Series A Common Stock 2,192,187(1)
Series B Common Stock 1,627,686(2)
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10) Shared Dispositive Power
Series A Common Stock 122,751,823(1)
Series B Common Stock 87,074,180(2)
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11) Aggregate Amount Beneficially
Owned by Each Reporting Person
Series A Common Stock 124,944,010(1)
Series B Common Stock 88,701,866(2)
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) / /
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13) Percent of Class Represented by Amount in Row (11)
4.9% of Series A Common Stock
41.8% of Series B Common Stock
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14) Type of Reporting Person (See Instructions) IN
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(1) Series B Common Stock is convertible at any time on a one-for-one basis
into Series A Common Stock. SEE Item 5 below. The numbers of shares of
Series A Common Stock shown in rows 7 through 11 above assume that the
shares of Series B Common Stock shown in rows 7 through 11 above have been
converted into shares of Series A Common Stock.
(2) See Item 5 below.
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ITEM 1. SECURITY AND ISSUER
No Change.
ITEM 2. IDENTITY AND BACKGROUND
No Change.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On October 31, 2002 Liberty Media Corporation (the "Company") issued for no
additional consideration to each holder of its Series A and B Common Stock, .04
subscription rights for each share of Common Stock held. Each whole right
("Right") entitled its holder to purchase from the Company one share of Series A
Common Stock at a price of $6.00. The reporting person used funds generated from
the sales of Series A Common Stock described in Item 4 to exercise his Rights
and acquire the underlying shares of Series A Common Stock.
ITEM 4. PURPOSE OF TRANSACTION
On October 31, 2002, the Company issued to the reporting person
individually 82,094 Rights. In addition, the reporting person beneficially
received 3,887,323 Rights as co-beneficiary of the Estate of Bob Magness,
933,862 Rights as a member and manager of Magness Securities, LLC ("Magness
LLC"), and 41,760 Rights as a member and manager of Magness FT Investment
Company, LLC ("FT LLC").
On November 22, 2002 the Estate of Bob Magness sold 1,034,260 Rights for
$4,530,059. In addition, the reporting person sold shares of Series A Common
Stock as follows:
Shares of Series A Consideration
Common Stock Sold Received
------------------ -------------
Individually 54,729 $ 571,486
As co-personal representative of Estate of Bob Magness 2,000,000 $20,884,200
As a manager and member of Magness LLC 622,574 $ 6,500,980
As a manager and member of FT LLC 27,840 $ 290,708
On December 2, 2002 the reporting person exercised Rights, paid
consideration to the Company and received corresponding shares of Series A
Common Stock as follows:
Rights Consideration Shares of Series A
Exercised Paid Common Stock Received
--------- ------------- ---------------------
Individually 82,094 $ 492,564 82,094
As co-personal representative of Estate of Bob Magness 2,853,063 $17,118,378 2,853,063
As a manager and member of Magness LLC 933,862 $ 5,603,172 933,862
As a manager and member of FT LLC 41,760 $ 250,560 41,760
The reporting person has no present plan or proposal that relates to or
would result in:
(a) the acquisition by any person of additional securities of the Company,
or the disposition of securities of the Company;
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(b) an extraordinary corporate transaction, such as a merger,
reorganization, or liquidation, involving the Company or any of its
subsidiaries;
(c) a sale or transfer of a material amount of assets of the Company or any
of its subsidiaries;
(d) any change in the present board of directors of the Company or
management of the Company, 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 Company;
(f) any other material change in the Company's business or corporate
structure;
(g) changes in the Company's certificate of incorporation or bylaws or
other actions which may impede the acquisition of control of the Company by any
person;
(h) causing a class of securities of the Company 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 Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The aggregate number and percentage of Company securities
beneficially owned by the reporting person are as follows:
Amount and Nature of Percent of Class
Title of Class Beneficial Ownership Power(1)
-------------- -------------------- ----------------
Series A Common Stock 124,944,010(2)(3)(4)(5)(6) 4.9%
Series B Common Stock 88,701,866(2)(3)(5) 41.8%
(1) Based on 2,476,865,500 shares of Series A Common Stock, and 212,045,128
shares of Series B Common Stock. Assumes issuance of all 103,426,000 shares
of Series A Common Stock offered in the Company's subscription rights
offering.
(2) Series B Common Stock is convertible at any time on a one-for-one basis
into Series A Common Stock. The numbers of shares of Series A Common Stock
shown in this Item 5 assume that the shares of Series B Common Stock have
been fully converted into shares of Series A Common Stock.
Each share of Series B Common Stock is entitled to 10 votes per share and
each share of Series A Common Stock is entitled to one of one vote per
share.
(3) Kim Magness and Gary Magness are the co-personal representatives of the Bob
Magness Estate. Accordingly, the following shares beneficially owned by the
Bob Magness Estate are reflected in full in Kim Magness' share information:
(i) 98,036,083 shares of Series A Common Stock and (ii) 70,850,108 shares
of Series B Common Stock. The foregoing share numbers assume the conversion
in full of all shares of Series B Common Stock into shares of Series A
Common Stock. SEE footnote 2 to this Item 5(a) for an explanation of the
convertibility of the Series B Common Stock into shares of Series A Common
Stock.
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(4) Kim Magness possesses options to acquire 112,500 shares of Series A Common
Stock all of which are currently exercisable.
(5) Kim Magness is the manager and a holder of a 66.67% membership interest
in Magness LLC. Accordingly, the following shares beneficially owned by
Magness LLC are reflected in full in Kim Magness' share information: (i)
23,657,828 shares of Series A Common Stock, and (ii) 16,224,072 shares
of Series B Common Stock. The foregoing share numbers assume the
conversion in full of all shares of Series B Common Stock into shares of
Series A Common Stock. SEE footnote 2 to this Item 5(a) for an
explanation of the convertibility of the Series B Common Stock into
shares of Series A Common Stock.
(6) Kim Magness is the manager and a holder of a 50% membership interest in FT
LLC. Accordingly, the 1,057,912 shares of Series A Common Stock
beneficially owned by FT LLC are reflected in full in Kim Magness' share
information.
(b) The following indicates for the reporting person the number of shares
of Company Securities as to which there is sole or shared power to vote or
dispose of the shares:
Shared Voting
Class of Security Sole Voting Power Power(1)(2)
----------------- ----------------- -------------
Series A Common Stock 26,907,927 98,036,083
Series B Common Stock 17,851,758 70,850,108
Sole Dispositive Shared
Class of Security Power Dispositive Power(1)(2)
----------------- ---------------- -----------------------
Series A Common Stock 2,192,187 122,751,823
Series B Common Stock 1,627,686 87,074,180
(1) As co-personal representatives of the Bob Magness Estate, Kim Magness and
Gary Magness share both voting and dispositive power over the shares held
by the Bob Magness Estate with its co-personal representative.
(2) Pursuant to oral agreements with Gary Magness, Kim Magness shares
dispositive power over the shares held by Magness LLC and FT LLC with Gary
Magness.
(c) The transactions described in Item 4 are the only transactions effected
during the last sixty days by the person named in Item 5(a) above.
(d) No person is known by the reporting person to have the right to receive
or the power to direct the receipt of dividends from, or the proceeds from the
sale of, the Company Securities identified in this Item 5.
(e) Not Applicable
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
No Change.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
No Change.
5
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: 12/09/02
/s/ Kim Magness
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Kim Magness