SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
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)
Gary 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 10,767,636(1)
Beneficially Series B Common Stock 7,335,824(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 10,767,636(2)
Series B Common Stock 7,335,824(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 133,519,459(1)
Series B Common Stock 94,410,004(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)
5.2% of Series A Common Stock
44.5% 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.
2
ITEM 1. SECURITY AND ISSUER
No Change.
ITEM 2. IDENTITY AND BACKGROUND
As a result of the transactions disclosed in Item 4 relating to the
reporting person's withdrawal of securities from Magness Securities, LLC
("Magness LLC"), the reporting person now holds a 33% interest in Magness LLC.
GMag, LLC is a Colorado limited liability company wholly-owned and managed
by the reporting person.
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
existing funds, available margin credit from Goldman Sachs and the Stanford
Group Company and 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 10 and 11, 2002, the reporting person withdrew from Magness LLC
a total of 25% of the stockholdings of Magness LLC and placed these securities
in GMag, LLC. Since the reporting person and Kim Magness shared dispositive
power and Kim Magness, as manager of Magness LLC, had sole voting power over
shares held in Magness LLC, these transactions resulted in a change in the
reporting person's dispositive and voting powers. Since the reporting person had
previously reported his beneficial ownership in the securities held by Magness
LLC his overall beneficial ownership did not change as a result of this
transaction.
On October 31, 2002, the Company issued to the reporting person
individually 102,335 Rights. In addition, the reporting person beneficially
received 20 Rights jointly with his wife, 16 Rights on behalf of his wife,
485 Rights on behalf of his daughter, 311,288 Rights as the sole member and
manager of GMag, LLC, 3,887,323 Rights as co-beneficiary of the Estate of Bob
Magness, 933,862 Rights as a member of Magness Securities, LLC ("Magness
LLC"), and 41,760 Rights as a member of Magness FT Investment Company, LLC
("FT LLC").
On November 22, 2002 the Estate of Bob Magness sold 1,034,260 Rights. In
addition, the reporting person sold shares of Series A Common Stock as follows:
Shares of Series A Consideration
Common Stock Sold Received
------------------ -------------
As co-personal representative of Estate of Bob Magness 2,000,000 $20,884,200
As a member of Magness LLC 622,574 $ 6,500,980
As a 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:
3
Rights Consideration Shares of Series A
Exercised Paid Common Stock Received
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Individually and jointly with his wife 102,371 $ 614,226(1) 102,371
On behalf of his daughter 485 $ 2,910(2) 485
As sole member and manager of GMag, LLC 311,288 1,867,728(1) 311,288
As co-personal representative of Estate of Bob Magness 2,853,063 $17,118,378(3) 2,853,063
As a member of Magness LLC 933,862 $ 5,603,172(3) 933,862
As a member of FT LLC 41,760 $ 250,560(3) 41,760
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(1) Funds used were borrowed on margin from Goldman Sachs and the Stanford
Group Company.
(2) Paid for with existing funds.
(3) Funds used were generated by sales of Series A Common Stock.
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;
(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.
4
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)
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Series A Common Stock 133,519,459 (2)(4)(3)(5)(6) 5.2%
Series B Common Stock 94,410,004 (2)(3)(4)(6) 44.5%
(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 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 Gary 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 1 to this Item 5(a) for an
explanation of the convertibility of the Series B Common Stock into shares
of Series A Common Stock.
(4) After the transaction disclosed in Item 4, Gary Magness holds a 33%
membership interest in Magness LLC and shares with Kim Magness certain
dispositive power over Company Securities held by Magness LLC. Accordingly,
the following shares beneficially owned by Magness LLC are reflected in
full in Gary 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 1
to this Item 5(a) for an explanation of the convertibility of the Series B
Common Stock into shares of Series A Common Stock.
(5) Gary Magness is a holder of a 50% membership interest in FT LLC sharing
with Kim Magness certain dispositive power over Company Securities held by
FT LLC. Accordingly, the 1,057,912 shares of Series A Common Stock
beneficially owned by FT LLC are reflected in full in Gary Magness' share
information.
(6) Includes, as applicable, (1) 12,585 shares of Series A Common Stock, and
4,048 shares of Series B Common Stock beneficially owned by Gary Magness'
daughter, as to which Gary Magness holds such shares as custodian and
disclaims any beneficial ownership thereof, (2) 520 shares of Series A
Common Stock Gary Magness owns jointly with his wife, (3) 416 shares of
Series A Common Stock owned by Gary Magness' wife and (4) 8,093,468 shares
of Series A Common Stock and 5,408,024 shares of Series B Common Stock
owned by GMag, LLC, a Colorado limited liability company, wholly owned by
Gary Magness. 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 1 to this Item 5(a) for an explanation of the
convertibility of the Series B Common Stock into shares of Series A
Common Stock.
5
(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)
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Series A Common Stock 10,767,636 98,036,083
Series B Common Stock 7,335,824 70,850,108
Sole Dispositive Shared
Class of Security Power Dispositive Power(1)(2)
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Series A Common Stock 10,767,636 122,751,823
Series B Common Stock 7,335,824 87,074,180
(1) As co-personal representatives of the Bob Magness Estate, Gary Magness and
Kim Magness share both voting and dispositive power over the shares held by
the Bob Magness Estate.
(2) Pursuant to oral agreements with Kim Magness, Gary 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
In addition to contracts, arrangements and understandings previously
disclosed, as security for a loan with US Bank Corporation, Gary Magness has
pledged 100,624 shares of Series A Common Stock and 479,588 shares of Series B
Common Stock and the Estate of Bob Magness has pledged 10,747,964 shares of
Series A Common Stock and 13,327,932 shares of Series B Common Stock. The Estate
of Bob Magness has also pledged as security for a loan with Deutsche Bank Trust
Company 15,584,948 shares of Series A Common Stock and 49,289,504 shares of
Series B Common Stock.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
No Change.
6
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: 12/9/02
/s/ Gary Magness
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Gary Magness