UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13D-1(A) AND AMENDMENTS
THERETO FILED PURSUANT TO RULE 13D-2(A)
(AMENDMENT NO. 3)
Liberty Satellite & Technology, Inc.
-------------------------------------------------------------------------------
(Name of Issuer)
Series A Common Stock, par value $1.00 per
share Series B Common Stock, par value $1.00
per share
-------------------------------------------------------------------------------
(Title of Class of Securities)
Series A Common Stock: 531182301
Series B Common Stock: 531182400
-----------------------------------------------
(CUSIP Number)
Charles Y. Tanabe, Esq.
Senior Vice President and General Counsel
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)
July 9, 2002
----------------------------------------------------------
(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 for
other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 10 Pages)
-------------------------------------------------------------------------------
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 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. 531182301
SERIES B COMMON STOCK CUSIP NO. 531182400
=============== ====================================================================================================
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Liberty Media Corporation
84-1288730
--------------- ----------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |X|
--------------- ----------------------------------------------------------------------------------------------------
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
Delaware
--------------------------------- --------------------- ------------------------------------------------------------
7 SOLE VOTING POWER
4,923,872 SHARES OF SERIES A*
36,028,982 SHARES OF SERIES B**
NUMBER OF --------------------- ------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0 shares
OWNED BY --------------------- ------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 4,923,872 SHARES OF SERIES A*
PERSON 36,028,982 SHARES OF SERIES B**
--------------------- ------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0 shares
--------------- ----------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,923,872 SHARES OF SERIES A*
36,028,982 SHARES OF SERIES B**
--------------- ----------------------------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
--------------- ----------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)***
Series A Common Stock: 44.4%
Series B Common Stock: 98.8%
--------------- ----------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
HC, CO
=============== ====================================================================================================
* Does not include shares of Series A Common Stock issuable upon conversion of
Series B Common Stock. Shares of Series B Common Stock are convertible on a
one-to-one basis into shares of Series A Common Stock.
**Includes 1,696,717 shares of Series B Common Stock issuable upon conversion of
Series B Cumulative Convertible Voting Preferred Stock, as described in Item 3
of this Schedule 13D.
Page 2 of 12 Pages
SERIES A COMMON STOCK CUSIP NO. 531182301
SERIES B COMMON STOCK CUSIP NO. 531182400
*** Each share of Series A Common Stock is entitled to one vote per share, each
share of Series B Common Stock is entitled to ten votes per share and each share
of the Series B Preferred Stock is entitled to 558 votes per share. Accordingly,
the voting securities owned by the Reporting Person represent approximately
97.6% of the voting power of the Issuer's outstanding capital stock. When these
series of stock are aggregated and assuming the conversion of shares of the
Issuer's Series B Preferred Stock, as described in Item 3 of this Schedule 13D,
the Reporting Person may be deemed to hold common stock of the Issuer
representing approximately 97.2% of the total voting power, and 86.1% of the
total number of shares, of the Issuer's outstanding common stock. If conversion
of the Series B Preferred Stock is not assumed, the shares of common stock owned
by the Reporting Person represent 85.6% of the outstanding common stock of the
Issuer.
Page 3 of 12 Pages
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(AMENDMENT NO. 3)
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. 3 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 and as further
amended on January 4, 2002 (the "Statement"), with respect to the Series A
Common Stock, par value $1.00 per share (the "Series A Common Stock"), and
Series B Common Stock, par value $1.00 per share (the "Series B Common Stock"
and together with the Series A Common Stock, the "Common Stock"), of Liberty
Satellite & Technology, Inc. ("Liberty Satellite" or the "Issuer"), a Delaware
corporation. Capitalized terms used herein and not otherwise defined shall have
the meanings ascribed to them in the Statement.
ITEM 2. IDENTITY AND BACKGROUND
Item 2 of the Statement is hereby amended and supplemented by adding
the following information thereto:
Schedule 1 attached hereto contains the following information
concerning each director, executive officer and controlling person of Liberty:
(i) name and residence or business address, (ii) principal occupation or
employment; (iii) the name, principal business and address of any corporation or
other organization in which such employment is conducted; and (iv) citizenship.
Schedule 1 attached hereto is incorporated herein by reference and amends and
restates Schedule 1 to the Statement.
During the last five years, neither the Reporting Person nor any of the
persons named on Schedule 1 (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 persons named on Schedule 1 (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,
Page 4 of 12 Pages
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:
ONE-FOR-TEN REVERSE STOCK SPLIT
On April 1, 2002, the Issuer filed a shareholder-approved charter
amendment that effected a one-for-ten reverse stock split of the Series A Common
Stock and Series B Common Stock. Pursuant to the reverse stock split, each ten
shares of Series A Common Stock outstanding immediately prior to the
effectiveness of the reverse stock split were automatically combined and
reclassified as one share of Series A Common Stock, and each ten shares of
Series B Common Stock outstanding immediately prior to the effectiveness of the
reverse stock split were automatically combined and reclassified as one share of
Series B Common Stock. The Issuer did not issue any fractional shares in the
reverse stock split but rounded down to the nearest whole number the number of
combined and reclassified shares of Common Stock to which each record holder was
entitled. Stockholders of the Issuer were entitled to receive cash payments in
lieu of any fractional shares of Common Stock resulting from the reverse stock
split.
LSAT LLC AND ASCENT TRANSACTION
On April 1, 2002, the Issuer, the Reporting Person and certain
wholly-owned direct and indirect subsidiaries of the Reporting Person (the
"Liberty Subsidiaries") concluded a transaction (the "LSAT LLC and Ascent
Transaction") whereby the Issuer acquired certain businesses and assets of the
Reporting Person in exchange for 34,000,000 shares of the Issuer's Series B
Common Stock. As previously disclosed in Amendment No. 2 to the Statement, on
August 16, 2001, the Issuer, the Reporting Person and the Liberty Subsidiaries
entered into certain purchase agreements, each dated as of August 16, 2001(the
"Purchase Agreements"), which together provided for the LSAT LLC and Ascent
Transaction, which agreements were amended on November 30, 2001. The Purchase
Agreements and the November 30, 2001 amendments thereto were filed as Exhibits
to Amendment No. 2 to the Statement and are hereby incorporated by reference
herein. On February 7, 2002, the Purchase Agreements were further amended to,
among other things, extend the closing date for the LSAT LLC and Ascent
Transaction to April 1, 2002. The February 7, 2002 amendments to the Purchase
Agreements are filed as Exhibit 7(g) and 7(h) to this Amendment No. 3 and are
hereby incorporated by reference herein.
The LSAT LLC and Ascent Transaction was consummated on April 1, 2002.
At that time, the Reporting Person contributed to the Issuer entities holding
89.41% of the common equity interest of Liberty Satellite, LLC ("LSAT LLC") (the
Issuer already owning the remaining 10.59% interest in LSAT LLC), and 100% of
the outstanding capital stock of Ascent Entertainment Group, Inc. ("Ascent"), in
exchange for aggregate consideration of 34,000,000 shares of the Issuer's Series
B Common Stock. By acquiring Ascent, the Issuer also gained a
Page 5 of 12 Pages
controlling interest in Ascent's majority-owned publicly traded subsidiary, On
Command Corporation, a Delaware corporation. A more complete discussion of the
LSAT LLC and Ascent Transaction and the issuance of the Issuer's Series B Common
Stock thereunder was previously provided by the Reporting Person in Amendment
No. 2 to the Statement.
PREFERRED STOCK DIVIDENDS
As described more fully in Amendment No. 2 to the Statement, on March
16, 2000, the Reporting Person completed a transaction with the Issuer. Pursuant
to the terms of the transaction, the Issuer acquired a beneficial interest in
5,084,745 shares of Sprint Corporation PCS Group common stock from the Reporting
Person in exchange for 150,000 shares of Liberty Satellite Series A Cumulative
Preferred Stock (the "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. The Series A Preferred Stock is held by
Liberty LSAT II, Inc. and the Series B Preferred Stock is held by Liberty LSAT,
Inc. Both Liberty LSAT, Inc. and Liberty LSAT II, Inc. are wholly-owned
subsidiaries of Liberty Media.
On and after March 16, 2002, at the option of the holder, each share of
Series B Preferred Stock became convertible into 11.31145 shares of Series B
Common Stock (following the adjustment for the reverse stock split described
above); provided that such conversion ratio is subject to further 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 Common Stock. Assuming no such further
adjustments, the Series B Preferred Stock held by the Reporting Person is
convertible into 1,696,717 shares of Series B Common Stock. Prior to conversion,
each share of Series B Preferred Stock is entitled to 558 votes per share.
The terms of the Issuer's Series A Preferred Stock and Series B
Preferred Stock allow the Issuer the option to pay dividends on such preferred
stock in either cash, shares of the Issuer's Series A Common Stock or in any
combination of cash or shares of the Issuer's Series A Common Stock. On the
dates indicated, shares of the Issuer's Series A Common Stock were issued in
dividend payments on the Series A Preferred Stock and Series B Preferred Stock:
NUMBER OF SHARES DIVIDEND PAYMENT FOR
INTEREST PAYEE OF SERIES A COMMON STOCK PERIOD ENDED DATE SHARES ISSUED
-------------- ------------------------ -------------------- ------------------
Liberty LSAT, Inc. 287,356 December 31, 2001 July 9, 2002
Liberty LSAT II, Inc. 431,034 December 31, 2001 July 9, 2002
Liberty LSAT, Inc. 500,876 March 31, 2002 July 9, 2002
Liberty LSAT II, Inc. 751,314 March 31, 2002 July 9, 2002
Liberty LSAT, Inc. 939,879 June 30, 2002 August 7, 2002
Liberty LSAT II, Inc. 1,409,818 June 30, 2002 August 7, 2002
Page 6 of 12 Pages
In the aggregate, the Reporting Person has received 4,320,277 shares of
Series A Common Stock in payment of dividends on the Series A Preferred Stock
and Series B Preferred Stock, with 1,728,111 shares of Series A Common Stock
issued to Liberty LSAT, Inc. and 2,592,166 shares of Series A Common Stock
issued to Liberty LSAT II, Inc.
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 LSAT LLC and Ascent Transaction, as previously
described in Amendment No. 2, was to rationalize the Issuer's ownership of LSAT
LLC, provide the Issuer with a controlling interest in an operating company, On
Command Corporation, and increase the Reporting Person's equity interest in the
Issuer.
The issuances described in Item 3 under the caption "PREFERRED STOCK
DIVIDENDS" were in payment of 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) The Reporting Person beneficially owns 4,923,872 shares of Series A Common
Stock and 36,028,982 shares of Series B Common Stock (including the 1,696,717
shares of Series B Common Stock issuable upon conversion of Series B Preferred
Stock, as described in Item 3 above). Accordingly, the Reporting Person
beneficially owns approximately 44.4% of the 11,078,611 shares of Series A
Common Stock outstanding and 98.8% of the 36,461,772 shares of Series B Common
Stock outstanding (including the 1,696,717 shares of Series B Common Stock
issuable upon conversion of Series B Preferred Stock, as described in Item 3
above). The Series A Common Stock is entitled to one vote per share, the Series
B Common Stock is entitled to 10 votes per share and the Series B Preferred
Stock is entitled to 558 votes per share. Accordingly, the voting securities
owned by the Reporting Person represent approximately 97.6% of the voting power
of the Issuer's outstanding capital stock. Shares of Series B Common Stock are
convertible on a one-to-one basis into shares of Series A Common Stock. Assuming
the conversion of shares of Series B Preferred Stock of the Issuer, as described
in Item 3 of this Schedule 13D, the Reporting Person may be deemed to hold
common stock of the Issuer representing approximately 97.2% of the total voting
power, and 86.1% of the total number of shares, of the Issuer's outstanding
common stock. If conversion of the Series B Preferred Stock is not assumed, the
shares of common stock owned by the Reporting Person represent 85.6% of the
Issuer's outstanding common stock.
Except as described on Schedule 3, which is incorporated herein, to the
knowledge of the Reporting Person, none of the persons named on Schedule 1
beneficially owns any shares of Common Stock.
Page 7 of 12 Pages
(b) The Reporting Person has the sole power to vote or to direct the
voting of the shares of Common Stock and the sole power to dispose of, or to
direct the disposition of, the shares of Common Stock. 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 of Common Stock 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.
The complete text of Item 3 is hereby incorporated by reference herein.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
Item 7 is hereby supplemented and amended to include the following information:
------------------------------------ ------------------------------------------
EXHIBIT NO. EXHIBIT
------------------------------------ ------------------------------------------
7(g) Second Amendment to the Purchase Agreement,
dated as of February 7, 2002, by and among
the Issuer, Liberty AEG, Inc. and, for
certain limited purposes thereunder, the
Reporting Person (incorporated by reference
from Annex C-3 to the Proxy Statement
Pursuant to Section 14(a) of the Securities
and Exchange Act of 1934, as amended (the
"Exchange Act"), filed by the Issuer with
the Securities and Exchange Commission
("SEC") on February 11, 2002.
------------------------------------ ------------------------------------------
7(h) Second Amendment to the Purchase Agreement,
dated as of February 7, 2002, by and among
LMC/LSAT Holdings, Inc., Liberty Brazil
DTH, Inc., Liberty Mexico DTH, Inc. Liberty
Multicountry DTH, Inc., Liberty
International DTH, Inc., Liberty Latin
Partners, Inc., the Issuer, and, for
certain limited purposes thereunder, the
Reporting Person (incorporated by reference
from Annex D-3 to the Proxy Statement
Pursuant to Section 14(a) of the Exchange
Act of 1934, filed by the Issuer with the
SEC on February 11, 2002.
------------------------------------ ------------------------------------------
Page 8 of 12 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: October 23, 2002
LIBERTY MEDIA CORPORATION
By: /s/ ELIZABETH MARKOWSKI
--------------------------------
Name: Elizabeth M. Markowski
Title: Senior Vice President
Page 9 of 12 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. The
principal business of Liberty Media Corporation is the ownership of interests in
a broad range of video programming, broadband distribution, interactive
technology services and communications businesses in the United States, Europe,
South America and Asia. The principal businesses of the other entities listed
below are as so listed. Unless otherwise noted, the business address for each
person listed below is c/o Liberty Media Corporation ("Liberty"), 12300 Liberty
Boulevard, Englewood, Colorado 80112. To the knowledge of the Reporting Persons,
all executive officers and directors listed on this Schedule 1 are United States
citizens, except for David J.A. Flowers, who is a citizen of Canada.
NAME AND BUSINESS ADDRESS PRINCIPAL OCCUPATION AND PRINCIPAL
(IF APPLICABLE) BUSINESS (IF APPLICABLE)
----------------------------------- ------------------------------------
John C. Malone Chairman of the Board and Director
of Liberty
Robert R. Bennett President, Chief Executive Officer
and Director of Liberty
Donne F. Fisher Director of Liberty; President of
9781 Meridian Blvd., #200 Fisher Capital Partners, Ltd.,
Englewood, Colorado 80112 a venture capital partnership
Paul A. Gould Director of Liberty; Managing
Allen & Company Incorporated Director of Allen & Company
711 5th Avenue, 8th Floor Incorporated,an investment banking
New York, New York 10022 services company
Gary S. Howard Executive Vice President, Chief
Operating Officer and Director of
Liberty; Chairman of the Board and
Director of Liberty Satellite &
Technology, Inc.; Chairman of the
Board and Director of On Command
Corporation
Jerome H. Kern Director of Liberty; Consultant,
Kern Consulting LLC, Kern Consulting LLC, a consulting
4600 S. Syracuse St. company
Denver, Colorado 80237
Kim Magness Director of Liberty
David E. Rapley Director of Liberty
Larry E. Romrell Director of Liberty
David J.A. Flowers Senior Vice President and Treasurer
of Liberty
Elizabeth M. Markowski Senior Vice President of Liberty
Page 10 of 12 Pages
Albert E. Rosenthaler Senior Vice President of Liberty
Christopher W. Shean Senior Vice President and Controller
of Liberty
Charles Y. Tanabe Senior Vice President, General
Counsel and Secretary of Liberty
Page 11 of 12 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.
SHARES AND OPTIONS TO PURCHASE SHARES
NAME BENEFICIALLY OWNED
---- -------------------------------------------
John C. Malone 1 share of Series A Common Stock directly;
12,000 shares of Series A Common
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 25,000 shares
of Series A Common Stock; and 11,730 shares
of Series B Common Stock held by Dr.
Malone's spouse of which he disclaims any
beneficial interest.
Robert R. Bennett Options to purchase 500 shares of Series A
Common Stock.
Gary S. Howard 5,508 shares of Series A Common Stock
owned directly; 2,549 shares of Series
A Common Stock owned as custodian for
children; and options to purchase 50,215
shares of Series A Common Stock.
Charles Y. Tanabe 20 shares of Series A Common Stock.
Jerome H. Kern 1,000 shares of Series A Common Stock owned
directly; options to purchase 10,000
shares of Series A Common Stock.
Elizabeth M. Markowski 20 shares of Series A Common Stock owned
by her spouse who has sole power to vote
and dispose of such shares, of which
Ms. Markowski disclaims any beneficial
ownership.
David J.A. Flowers 8 shares of Series A Common Stock.
Donne F. Fisher Options to purchase 2,500 shares of Series
A Common Stock.
Larry E. Romrell 798 shares of Series A Common Stock owned
directly; options to purchase 73,408 shares
of Series A Common Stock; and 5 shares of
Series B Common Stock owned directly.
Kim Magness 1,600 shares of Series A Common Stock and
5,600 shares of Series B Common Stock owned
directly; 21,053 shares of Series A Common
Stock and 63,462 shares of Series B Common
Stock are held by Magness Securities LLC, of
which Mr. Magness is the Manager and a
holder of approximately a 67% membership
interest; 15,227 shares of Series A Common
Stock and 305,458 shares of Series B Common
Stock are held by the Estate of Bob Magness,
of which Mr. Magness is co-personal
representative; and options to purchase 500
shares of Series A Common Stock.
Page 12 of 12 Pages