UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A (Amendment No. 2)
(Rule 13d-101)
Under the Securities Exchange Act of 1934
Gemstar-TV Guide International, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
36866W 10 6
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(CUSIP Number)
Elizabeth M. Markowski
Senior Vice President
Liberty Media Corporation
9197 South Peoria Street
Englewood, Colorado 80112
(720) 875-5400
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
May 2, 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 18 Pages)
___________________
* 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).
SCHEDULE 13D
CUSIP NO. 36866W 10 6
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NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Liberty Media Corporation
84-1288730
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [X]
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SEC USE ONLY
3
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SOURCE OF FUNDS
4
OO
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
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SOLE VOTING POWER
7
NUMBER OF
-0-
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 16,761,150 shares*
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
-0-
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
16,761,150 shares*
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
16,761,150
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
Approximately 4.1%
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TYPE OF REPORTING PERSON
14
CO
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* See Item 5(b) and Item 6.
Page 2 of 18 Pages
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A (Amendment No. 2)
Statement of
LIBERTY MEDIA CORPORATION
Pursuant to Section 13(d) of the Securities Exchange Act of 1934
in respect of
GEMSTAR - TV GUIDE INTERNATIONAL, INC.
This Statement is being filed for the purpose of amending the Schedule 13D
filed on July 24, 2000, as amended by the Schedule 13D/A (Amendment No. 1) filed
on October 6, 2000 (collectively, the "Prior Filing"), by Liberty Media
Corporation, a Delaware corporation ("Liberty" or the "Reporting Person"), with
respect to the Common Stock, par value $.01 per share (the "Common Stock"), of
Gemstar-TV Guide International, Inc., a Delaware corporation (the "Issuer" or
"Gemstar"). Unless otherwise defined herein, capitalized terms used herein shall
have the meanings ascribed thereto in the Prior Filing.
Item 4. Purpose of Transaction.
The text of Item 4 of the Prior Filing is amended and restated to read in
its entirety as follows:
In accordance with the terms of the Letter Agreement (as defined in Item
6), on May 2, 2001 the Reporting Person, LUVSG, News Corp. and News Publishing
Australia Limited, a wholly owned subsidiary of News Corp. ("NPAL"), entered
into an Agreement and Plan of Merger, dated May 2, 2001 (the "LUVSG Merger
Agreement"), pursuant to which LUVSG was merged with and into NPAL (the "LUVSG
Merger"). As a result of the LUVSG Merger, the Reporting Person transferred to
News Corp. its beneficial ownership of the 70,704,586 shares of Common Stock
(the "LUVSG Shares") held by LUVSG immediately prior to the Merger. In the LUVSG
Merger, the Reporting Person received 485,853,636 Preferred Limited Ordinary
Shares of News Corp., which shares are represented by 121,403,636 American
Depositary Shares ("ADSs"), with each ADS representing four Preferred Limited
Ordinary Shares. The Reporting Person continues to beneficially own 16,761,150
shares of Common Stock (the "LTVGIA Shares"); however, pursuant to the Letter
Agreement, ownership of such shares is to be transferred to News Corp. in a
subsequent transaction. See Item 6, which is incorporated by reference herein.
As a result of the LUVSG Merger and, subject to the conditions set forth in
the Letter Agreement, the subsequent transfer to News Corp. of the LTVGIA
Shares, the Reporting Person will dispose of its entire interest in the Common
Stock of the Issuer. Pursuant to the Stockholders' Letter Agreement (as defined
in Item 6 below), the Reporting Person has assigned to News Corp., among other
things, its right under the Stockholders' Agreement to designate members of the
Board of Directors of the Issuer.
See Item 3, which is incorporated by reference herein.
Subject to the foregoing, the Reporting Person intends to continuously
review its investment in the Issuer, and may in the future determine (i) to
acquire additional securities of the Issuer, through open market purchases and
private agreements, (ii) to dispose of all or a portion of the securities of the
Issuer owned by it in the market, in privately negotiated transactions or
otherwise or (iii) to take any other available course of action, which could
involve one or more of the types of transactions or have one or more of the
results described in the next paragraph of this Item 4. Notwithstanding anything
contained herein, the Reporting Person specifically reserves the right to change
its intention with respect to any or all of such matters. In reaching any
decision as to its course of action (as well as to the specific elements
thereof), the Reporting Person currently expects that it would take into
consideration a variety of factors, including, but not limited to, the
following: the Issuer's business and prospects; other developments concerning
the Issuer and its businesses generally; other business opportunities available
to the Reporting Person; developments with respect to the business of the
Reporting
Page 3 of 18 Pages
Person; changes in law and government regulations; general economic conditions;
and money and stock market conditions, including the market price of the
securities of the Issuer.
Other than as set forth in this Statement, the Reporting Person has no
present plans or proposals which relate to or would result in:
(a) The acquisition by any person of additional securities of the Issuer, or the
disposition of securities of the Issuer;
(b) An extraordinary corporate transaction such as a merger, reorganization or
liquidation, involving the Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer or of any of
its subsidiaries;
(d) 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;
(e) Any material change in the present capitalization or dividend policy of the
Issuer;
(f) Any other material change in the Issuer's business or corporate structure;
(g) Changes in the Issuer's charter, bylaws or instruments corresponding thereto
or other actions which may impede the acquisition of control of the Issuer by
any person;
(h) A class of securities of the Issuer being delisted from a national
securities exchange or ceasing 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 Issuer becoming eligible for termination
of registration pursuant to Section 12(g)(4) of the Exchange Act; or
(j) Any action similar to any of those enumerated in this paragraph.
Item 5. Interest in Securities of the Issuer.
The text of Item 5 of the Prior Filing is amended and restated to read in
its entirety as follows:
(a) The Reporting Person presently beneficially owns, through its control
of LTVGIA, 16,761,150 shares of Common Stock. In the Amendment on Form 10K/A to
the Issuer's Annual Report on Form 10-K for the fiscal year ended December 31,
2000, the Issuer reported that on March 31, 2001 there were 411,319,000 shares
of Common Stock outstanding. Based upon this information, the LTVGIA Shares
beneficially owned by the Reporting Person represent approximately 4.1% of the
issued and outstanding shares of Common Stock.
Page 4 of 18 Pages
Except as described on Schedule 3, which is incorporated herein by
reference, to the knowledge of the Reporting Person, none of the Schedule 1
Persons and none of the Schedule 2 Persons beneficially owns any shares of
Common Stock.
(b) Except as described in Item 6 below, the Reporting Person has the
power to direct the voting of the LTVGIA Shares and to direct the disposition of
the LTVGIA Shares. LTVGIA, as the record owners of the LTVGIA Shares, may be
deemed to share the power to vote or direct the voting of the Shares, and the
power to dispose or direct the disposition of the Shares, with the Reporting
Person. In addition, (i) as a result of the voting obligations imposed upon the
Reporting Person in the Stockholders' Agreement, the Reporting Person may be
deemed to share voting power of the LTVGIA Shares with the other parties to the
Stockholders' Agreement and (ii) as a result of its obligation to transfer the
LTVGIA Shares to News Corp. in accordance with the terms of the Letter
Agreement, the Reporting Person may be deemed to share dispositive power over
the LTVGIA Shares with News Corp. The Reporting Person disclaims beneficial
ownership of those securities of the Issuer beneficially owned by News Corp. and
Mr. Yuen. To the knowledge of The Reporting Person, each of the persons named on
schedule 3 has the sole power to vote or direct the vote of and dispose or
direct the disposition of, the shares of Common Stock beneficially owned by such
person.
(c) Other than in connection with the Merger, no transactions have been
effected by the Reporting Person, or to the knowledge of the Reporting Person,
any of the Schedule 1 Persons or Schedule 2 Persons, during the 60 days
preceding the date of the Merger.
(d) None.
(e) As a result of the transfer of the LUVSG Shares to News Corp. in the
LUVSG Merger on May 2, 2001, the Reporting Person ceased to be the beneficial
owner of five percent of the Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
The text of Item 6 of the Prior Filing is amended and restated to read in
its entirety as follows:
Page 5 of 18 Pages
STOCKHOLDERS' AGREEMENT AMONG SIGNIFICANT STOCKHOLDERS
Pursuant to a Stockholders' Agreement, dated as of October 4, 1999 (the
"Stockholders' Agreement") which became effective on July 12, 2000, by and among
the Reporting Person, News Corp., Henry Yuen (the Chief Executive Officer of the
Issuer) and the Issuer, the Reporting Person has entered into the agreements
with respect to the Common Stock described below. As described below, pursuant
to the Stockholders' Agreement Letter the Reporting Person has assigned
substantially all of its rights under the Stockholders' Agreement to News Corp.
and terminated certain other rights (subject to reinstatement as described
below) under the Stockholders' Agreement. The description of the Stockholders'
Agreement is subject to and qualified in its entirety by reference to the full
text of the Stockholders' Agreement which is an exhibit to this Statement and is
incorporated by reference herein. The Reporting Person disclaims beneficial
ownership of those securities of the Issuer beneficially owned by News Corp. and
Mr. Yuen.
Directors: Pursuant to the Stockholders' Agreement, Henry C. Yuen and
---------
designees of Mr. Yuen, Liberty and News Corp. have agreed (1) to vote for, or to
use their best efforts to cause their respective designees on the Board to vote
for, Mr. Yuen's election as a director and appointment as Chairman of the Board
and Chief Executive Officer until the earlier of the fifth
Page 6 of 18 Pages
anniversary of the completion of the Merger and the date Mr. Yuen ceases to be
Chief Executive Officer of the Issuer other than as a result of his termination
without cause and (2) to vote for the election to the Board of five other
persons (including two independent directors) designated by Mr. Yuen until the
earlier of the fifth anniversary of the completion of the Merger and the date
Mr. Yuen ceases to be Chief Executive Officer of the Issuer other than as a
result of his termination without cause, provided that if Mr. Yuen should die or
become disabled during such five-year period, Liberty and News Corp. have each
agreed, for the remainder of the five-year period, to continue to vote for the
election to the Board of the directors formerly designated by Mr. Yuen or their
successors (including Mr. Yuen's successor) and to vote against their removal
except for cause.
For so long as Liberty and News Corp. are committed to vote for Mr. Yuen
and his designees, Mr. Yuen has agreed to vote his shares of Common Stock for
the election to the Board of three designees of Liberty (including one
independent director) and three designees of News Corp. (including one
independent director).
Each of Liberty's and News Corp.'s right to designate directors generally
shall be reduced by one director upon the transfer of 90% or more of its
respective shares of Common Stock, but if the transfer of any of such shares is
from one to the other then the total number of directors Liberty and News Corp.
have the right to designate will not be reduced. Liberty and News Corp. have the
right to allocate designees to the Board between one another as they may agree
in connection with any transfer of shares among Liberty, News Corp. and their
respective controlled related parties. Pursuant to the terms of the
Stockholders' Agreement Letter, Liberty has assigned its right to designate
members of the Board to News Corp. and, following the effective time of the
LUVSG Merger, Liberty's right to designate three members of the Board was
allocated to News Corp.
Officers:
--------
Henry C. Yuen. Liberty and News Corp. will use their respective best
-------------
efforts to cause their designees to the Board to vote for Mr. Yuen's election as
Chairman of the Board and Chief Executive Officer of Gemstar during the five-
year period following the completion of the Merger and against any removal or
diminution of Mr. Yuen's responsibilities during such period (provided that the
Issuer does not have the right to terminate Mr. Yuen's employment for disability
pursuant to his employment agreement or that "cause," within the meaning of his
employment agreement, does not exist for termination of such employment).
Elsie Ma Leung. Liberty and News Corp. will use their respective best
--------------
efforts to cause their designees to the Board to vote for the election of Elsie
Ma Leung, a co-President, co-Chief Operating Officer and the Chief Financial
Officer of the Issuer (and any successors to her offices) as co-President, co-
Chief Operating Officer, a member of the Office of the Chief Executive and Chief
Financial Officer of the Issuer during the five-year period following the
completion of the Merger and against any removal or diminution of Ms. Leung's
responsibilities during such period (provided that "cause," within the meaning
of Mr. Yuen's employment agreement, does not exist for termination of such
employment).
Joachim Kiener and Peter C. Boylan III. Mr. Yuen will vote, and will use
--------------------------------------
his best efforts to cause his designees to the Board to vote, for the election
of Joachim Kiener and Peter C. Boylan III (and the successors to their
respective offices) as co-Presidents and co-Chief
Page 7 of 18 Pages
Operating Officers of the Issuer and as members of the Office of the Chief
Executive during the five-year period following the completion of the Merger and
against any removal or diminution of their responsibilities during such period
(provided that "cause," within the meaning of Mr. Yuen's employment agreement,
does not exist for termination of such employment).
Standstill: Each of Mr. Yuen, Liberty and News Corp. agree, provided that
----------
their respective designees to the Board continue to be elected and appointed
directors, that until the earlier of the fifth anniversary of the completion of
the Merger and the date Mr. Yuen ceases to be Chief Executive Officer of Gemstar
other than as a result of his termination without cause, they will not:
(1) make a public offer to acquire all or part of the Issuer, except in
certain cases where another unaffiliated person has made an offer for a
comparable percentage of the Issuer (for purposes of this provision, AT&T Corp.
and its affiliates generally are not deemed to be affiliates of Liberty);
(2) solicit proxies for the election of directors or make any stockholder
proposal, except in certain cases;
(3) act in concert with other stockholders or become a group within the
meaning of applicable rules of the Securities and Exchange Commission, other
than with each other and parties controlled by each other and except in
connection with making a permitted competing offer for the Issuer;
(4) transfer shares of Common Stock to any person who would, to the
knowledge of such party, be an "Acquiring Person" within the meaning of the
Issuer's rights agreement (i.e., a person whose ownership of Common Stock is
such as to cause the share purchase rights issued under the rights agreement to
become exercisable); or
(5) seek to challenge the legality of the foregoing provisions of the
Stockholders' Agreement.
Registration Rights: At any time after the date which is six months after
-------------------
July 12, 2000 and before the tenth anniversary of July 12, 2000, either Liberty
or News Corp. (or transferees of their Common Stock) may request that the Issuer
effect a registration of all or part of their shares of Common Stock. The Issuer
will not be required to effect a demand registration unless the aggregate number
of shares of Common Stock demanded to be registered is at least 1% of the number
of shares of Common Stock then outstanding, in which case the Issuer must use
all commercially reasonable efforts to cause a registration statement to become
effective for the sale of such shares.
Notwithstanding the foregoing, the Issuer will not be required to effect
any demand registration after such time as Liberty or News Corp. (or transferees
of their Common Stock), as the case may be, is able to sell all of its
respective Common Stock without restriction. In addition, once a demand
registration has been effected, the Issuer is not obligated to register shares
pursuant to a demand registration before the expiration of twelve months from
the date on
Page 8 of 18 Pages
which the previous demand registration statement was declared effective. The
Issuer may postpone for up to 90 days the filing of a registration statement if
it reasonably believes that such a registration statement would have a material
adverse effect on its ability to engage in any financing, acquisition of assets
or any merger, consolidation, tender offer or other significant transaction.
However, the Issuer is not permitted to so postpone a demand registration more
than once in any period of twelve consecutive months.
Under the Stockholders' Agreement, the Issuer has agreed to pay all
expenses, other than underwriting discounts and commissions and any transfer
taxes, connected with the registration or qualification of the shares subject to
the first two demand registrations and the Issuer's legal and accounting
expenses for subsequent registrations.
Under the Stockholders' Agreement, demand registrations may be effected by
means of an underwritten offering or, in certain cases, pursuant to a delayed or
continuous offering under applicable rules of the Securities and Exchange
Commission.
Under the Stockholders' Agreement, the Issuer has agreed to indemnify the
parties requesting a demand registration against certain liabilities that may
arise in connection with any offer and sale of Common Stock, including
liabilities under the Securities Act of 1933, as amended, and to contribute to
payments that such parties may be required to make in respect of any such offer
and sale. The Stockholders' Agreement also provides that parties requesting a
demand registration will indemnify the Issuer, its directors and officers and
each person which controls the Issuer against certain liabilities, including
liabilities under the Securities Act of 1933, as amended, for certain actions
arising from the offer and sale of shares of Common Stock under the demand
registration.
Pursuant to the Stockholders' Agreement Letter, Liberty's right to require
the Issuer to register shares of Common Stock has been terminated. Such right
may be reinstated under the circumstances described in the Stockholders'
Agreement Letter.
Rights of First Offer: Under the Stockholders' Agreement, Mr. Yuen may
---------------------
not transfer shares of Common Stock which he owns, except for limited transfers
as specified in the Stockholders' Agreement, unless he first offers such shares
to each of Liberty and News Corp. Any purchases of Common Stock from Mr. Yuen by
Liberty or News Corp. will not cause a triggering event under the Issuer's
rights agreement. Pursuant to the Stockholders' Agreement Letter, Liberty's
right to purchase shares pursuant to this provision has been terminated. Such
right is subject to reinstatement under the circumstances specified in the
Stockholders' Agreement Letter.
The foregoing discussion of the Stockholders' Agreement is qualified in its
entirety by reference to the complete text of the Stockholders' Agreement, which
is incorporated by reference herein.
AGREEMENT TO TRANSFER SHARES OF COMMON STOCK; LUVSG MERGER
Pursuant to the Letter Agreement, dated September 27, 2000, between Liberty
and News Corp. (the "Letter Agreement", which term includes the summary of
proposed terms incorporated in the Letter Agreement), Liberty agreed, among
other things, to transfer all of the shares of Common Stock beneficially owned
by it to subsidiaries of News Corp., and to assign to News Corp. its rights
under the Stockholders' Agreement. A copy of the Letter Agreement was filed as
Exhibit 7(f) to the Prior Filing and is hereby incorporated by reference herein.
In the Letter Agreement, Liberty and News Corp. agreed to negotiate in good
faith and enter into definitive agreements (the "Definitive Agreements") with
respect to the transactions ("Transactions") contemplated by the Letter
Agreement. The failure of the parties to execute the Definitive Agreements,
however, will not affect the binding effect or enforceability of the Letter
Agreement.
In addition, each of Liberty and News Corp. agreed in the Letter Agreement
to take all actions as may be required to consummate the Transactions on the
terms and conditions set forth in the Letter Agreement, including commercially
reasonable efforts to procure required waivers and approvals.
In accordance with the Letter Agreement, on May 2, 2001 Liberty and News
Corp. entered into the LUVSG Merger Agreement and consummated the LUVSG Merger.
As a result, beneficial ownership of the LUVSG Shares was transferred from the
Reporting Person to News Corp. See Item 4.
Page 9 of 18 Pages
STOCKHOLDERS' AGREEMENT LETTER
In connection with the execution of the LUVSG Merger Agreement, the Reporting
Person and News Corp. entered into a letter agreement, dated May 2, 2001,
concerning certain matters under the Stockholders' Agreement (the "Stockholders'
Agreement Letter"). Pursuant to the Stockholders' Agreement Letter, effective at
the effective time of the LUVSG Merger, Liberty assigned to News Corp. all of
its rights under the Stockholders' Agreement, other than (i) its right to
purchase shares of Common Stock pursuant to the right of first offer procedure
contained in the Stockholders' Agreement and (ii) its rights to require
registration of its shares of Common Stock and to remove restrictive legends
from the certificates evidencing shares of Common Stock under certain
circumstances, which rights were terminated at the effective time of the LUVSG
Merger and were not assigned to News Corp. The Stockholders' Agreement Letter
further provides, however, that such registration rights and the right to
require removal of legends will be reinstated in the event that News Corp. has
not acquired (or entered into an agreement to acquire) the LTVGIA Shares as
contemplated by the Letter Agreement by November 27, 2001.
In addition to the general assignment of rights referred to above, the
Reporting Person specifically assigned to News Corp. its right to designate
three members of the Board of Directors of the Issuer. As a result, News Corp.
has the right to designate six members to such Board (including the three
members News Corp. had the right under the Stockholders' Agreement to designate
prior to the LUVSG Merger). At the effective time of the LUVSG Merger, Liberty
delivered to News Corp. the resignations of Robert R. Bennett, the President and
Chief Executive Officer of the Reporting Person, and J. David Wargo, another
Board member designated by the Reporting Person. Peter C. Boylan, the third
designee of the Reporting Person, is a co-President and co-Chief Operating
Officer of the Issuer. As a result of the foregoing assignment, Mr. Boylan
became a Board designee of News Corp. and remained on the Board. The right to
designate Mr. Boylan and his successors was assigned by Liberty to News Corp.
pursuant to the Stockholders' Agreement Letter.
In the Stockholders' Agreement Letter Liberty also agreed for the sole benefit
of News Corp. and its controlled affiliates, that, regardless of whether or not
any Liberty Designees (as defined in the Stockholders' Agreement) continue to
serve on the Issuer's Board of Directors, it would continue to be subject to the
non-competition provisions set forth in Section 8 of the Stockholders' Agreement
until the first to occur of July 12, 2005 and such time as no designees of News
Corp. continue to serve on the Issuer's Board of Directors.
The foregoing description of each of the LUVSG Merger Agreement and the
Stockholders' Agreement Letter is subject to and qualified in its entirety by
reference to the full text of such document, each of which has been filed as an
exhibit to this Statement and is incorporated by reference herein.
RIGHTS PLAN OF THE ISSUER
In connection with the Merger, the Issuer amended and restated its existing
rights agreement, dated July 10, 1998 as amended (the "Rights Plan"), with
American Stock Transfer & Trust Company, in order to make the Rights Plan
inapplicable to the Merger and the transactions contemplated thereby, including
the Stockholders' Agreement. The Rights Plan was amended in connection with the
Merger to exempt each of Liberty and its controlled related parties and News
Corp. and its controlled related parties from the definition of Acquiring Person
(as such term is defined in the Rights Plan). If, however, Liberty or News Corp.
or their respective controlled related parties acquires beneficial ownership of
any additional shares of Common
Page 10 of 18 Pages
Stock, then such person would be an Acquiring Person unless the beneficial
ownership resulted from any of the following:
(1) the right to acquire or acquisition of additional shares by Liberty, News
Corp. or any of their respective controlled related parties from each other or
from Henry C. Yuen;
(2) the acquisition by Liberty, News Corp. or any of their respective
controlled related parties of additional shares which do not exceed, in the
aggregate, the number of shares of Common Stock transferred by Mr. Yuen before
or after the completion of the Merger to persons other than Liberty, News Corp.
or any of their respective controlled related parties in certain transactions
permitted by the Stockholders' Agreement;
(3) the grant or exercise of employee or director options; and
(4) any agreement, arrangement or understanding among Liberty, News Corp. or
any of their respective controlled related parties with respect to voting,
holding, acquiring or disposing of beneficial ownership of Common Stock.
The definition of Acquiring Person was also modified in certain respects to
make it less likely that someone would inadvertently become an Acquiring Person.
The amendments to the Rights Plan also modify the definition of beneficial
ownership so that Mr. Yuen, Liberty and its controlled related parties, and News
Corp. and its controlled related parties will not be deemed to beneficially own
any of the shares of Common Stock owned by each other as a result of any of the
transactions expressly contemplated by the Merger, including the Stockholders'
Agreement.
The foregoing discussion of the Rights Plan is qualified in its entirety by
reference to the complete text of the Rights Plan, which is incorporated by
reference herein.
Page 11 of 18 Pages
Item 7. Materials to be Filed as Exhibits.
The text of Item 7 of the Prior Filing is amended and restated to read in its
entirety as follows:
Exhibit 7(a) Agreement and Plan of Restructuring and Merger, dated as of June
23, 1998, among AT&T Corp., Italy Merger Corp. and Tele-
Communications, Inc. (incorporated by reference to Appendix A to
the AT&T/TCI Proxy Statement/Prospectus that forms a part of the
Registration Statement on Form S-4 of AT&T Corp. (File No. 333-
70279), filed on January 8, 1999 (the "AT&T Registration
Statement")).
Exhibit 7(b) AT&T/TCI Proxy Statement/Prospectus (incorporated by reference to
the AT&T Registration Statement).
Exhibit 7(c) Bylaws (incorporated by reference to Exhibit 99.2 to the Current
Report on Form 8-K of the Issuer dated July 21, 2000 (Commission
file number 0-26878)).
Exhibit 7(d) Stockholders' Agreement (incorporated by reference to Exhibit
99.9 to the Current Report on Form 8-K of the Issuer dated
February 7, 2000 (Commission file number 0-26878)).
Exhibit 7(e) Rights Plan (incorporated by reference to Exhibit 99.1 to the
Current Report on Form 8-K of the Issuer dated July 21, 2000
(Commission file number 0-26878)).
Exhibit 7(f) Letter Agreement, dated September 27, 2000 between The News
Corporation Limited and Liberty Media Corporation (incorporated
by reference to Exhibit 7(f) to the Reporting Person's Schedule
13D/A (Amendment No. 1) filed with the Commission on October 6,
2000).
Exhibit 7(g) Agreement and Plan of Merger, dated as of May 2, 2001, by and
among Liberty Media Corporation, Liberty UVSG, Inc., The News
Corporation Limited and News Publishing Australia Limited.
Exhibit 7(h) Letter Agreement Regarding Certain Stockholders' Agreement
Matters, dated May 2, 2001, between The News Corporation Limited
and Liberty Media Corporation.
Page 12 of 18 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: May 23, 2001
LIBERTY MEDIA CORPORATION
By: /s/ Elizabeth M. Markowski
--------------------------
Name: Elizabeth M. Markowski
Title: Senior Vice President
Page 13 of 18 Pages
SCHEDULE 1
The text of Schedule 1 of the Prior Filing is amended and restated to read
in its entirety as follows:
DIRECTORS AND EXECUTIVE OFFICERS
OF
LIBERTY MEDIA CORPORATION
The name and present principal occupation of each director and executive
officer of Liberty Media Corporation ("Liberty") are set forth below. The
business address for each person listed below is c/o Liberty Media Corporation,
9197 South Peoria Street, 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 Title
---- -----
John Malone Chairman of the Board and Director of Liberty;
Director of AT&T Corp.
Robert R. Bennett President, Chief Executive Officer and Director of
Liberty
Gary S. Howard Executive Vice President, Chief Operating Officer and
Director of Liberty
Paul A. Gould Director of Liberty; Managing Director of Allen &
Company Incorporated
Harold R. Handler Director of Liberty, Of Counsel with Simpson Thacher &
Bartlett
Jerome H. Kern Director of Liberty; Chairman of the Board of On
Command Corporation
Frank J. Macchiarola Director of Liberty, President of Saint Francis
College
Michael T. Ricks Director of Liberty; Vice President, Treasury of
Telseon, Inc.
Larry E. Romrell Director of Liberty; Consultant to AT&T Broadband LLC
(f/k/a Tele-Communications, Inc.)
Charles Y. Tanabe Senior Vice President, General Counsel and Assistant
Secretary of Liberty
Peter Zolintakis Senior Vice President of Liberty
David J.A. Flowers Senior Vice President and Treasurer of Liberty
Page 14 of 18 Pages
SCHEDULE 2
The text of Schedule 2 of the Prior Filing is amended and restated to read
in its entirety as follows:
DIRECTORS AND EXECUTIVE OFFICERS
OF
AT&T CORP.
The name and present principal occupation of each director and executive
officer of AT&T Corp. are set forth below. The business address for each person
listed below is c/o AT&T Corp., 295 North Maple Avenue, Basking Ridge, New
Jersey 07920. All executive officers and directors listed on this Schedule 2 are
United States citizens.
Name Title
---- -----
C. Michael Armstrong Chairman of the Board, Chief Executive Officer
and Director
Kenneth T. Derr Director; Chairman of the Board, Retired, of
Chevron Corporation
M. Kathryn Eickhoff Director; President of Eickhoff Economics
Incorporated
Walter Y. Elisha Director; Chairman of the Board and Chief
Executive Officer, Retired, of Springs Industries,
Inc.
George M. C. Fisher Director; Chairman of the Board of Eastman Kodak
Company
Donald V. Fites Director; Chairman of the Board, Retired, of
Caterpillar, Inc.
Amos B. Hostetter, Jr. Director; Chairman of the Board of Pilot House
Associates
Ralph S. Larsen Director; Chairman of the Board and Chief
Executive Officer of Johnson & Johnson
John C. Malone Director; Chairman of the Board of Liberty Media
Corporation
Donald F. McHenry Director; President of The IRC Group LLC
Louis A. Simpson Director; President and Chief Executive Officer
of Capital Operations of GEICO Corp.
Michael I. Sovern Director; President Emeritus and Chancellor Kent
Professor of Law at Columbia University
Sanford I. Weill Director; Chairman of the Board and CEO of
Citigroup Inc.
John D. Zeglis Director; Chairman and Chief Executive Officer of
AT&T
Page 15 of 18 Pages
Name Title
---- -----
Wireless Group
James W. Cicconi General Counsel and Executive Vice President-Law &
Government Affairs
Nicholas S. Cyprus Vice President and Controller
Mirian M. Graddick-Weir Executive Vice President, Human Resources
Frank Ianna Executive Vice President and President, AT&T
Network Services
Richard J. Martin Executive Vice President, Public Relations and
Employee Communication
David C. Nagel President of AT&T Labs; Chief Technology Officer
Charles H. Noski Senior Executive Vice President and Chief
Financial Officer
John C. Petrillo Executive Vice President, Corporate Strategy and
Business Development
Daniel E. Somers President and CEO of AT&T Broadband
Page 16 of 18 Pages
SCHEDULE 3
The text of Schedule 3 of the Prior Filing is amended and restated to read
in its entirety as follows:
The Reporting Person disclaims beneficial ownership of the securities listed
on this Schedule 3.
Name Shares and Options to Purchase Shares Beneficially Owned
---- --------------------------------------------------------
Robert R. Bennett Options to purchase 39,438 shares of Common Stock
Gary S. Howard Options to purchase 212,920 shares of Common Stock
Larry E. Romrell Options to purchase 39,438 shares of Common Stock and
2,000 shares of Common Stock
Charles Y. Tanabe 131 shares of Common Stock
Charles H. Noski 570 shares of Common Stock
Page 17 of 18 Pages
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
7(a) Agreement and Plan of Restructuring and Merger, dated as of June
23, 1998, among AT&T Corp., Italy Merger Corp. and Tele-
Communications, Inc. (incorporated by reference to Appendix A to
the AT&T/TCI Proxy Statement/Prospectus that forms a part of the
Registration Statement on Form S-4 of AT&T Corp. (File No. 333-
70279), filed on January 8, 1999 (the "AT&T Registration
Statement")).
7(b) AT&T/TCI Proxy Statement/Prospectus (incorporated by reference to
the AT&T Registration Statement).
7(c) Bylaws (incorporated by reference to Exhibit 99.2 to the Current
Report on Form 8-K of the Issuer dated July 21, 2000 (Commission
file number 0-26878)).
7(d) Stockholders' Agreement (incorporated by reference to Exhibit
99.9 to the Current Report on Form 8-K of the Issuer dated
February 7, 2000 (Commission file number 0-26878)).
7(e) Rights Plan (incorporated by reference to Exhibit 99.1 to the
Current Report on Form 8-K of the Issuer dated July 21, 2000
(Commission file number 0-26878)).
7(f) Letter Agreement, dated September 27, 2000 between The News
Corporation Limited and Liberty Media Corporation (incorporated
by reference to Exhibit 7(f) to the Reporting Person's Schedule
13D/A (Amendment No. 1) filed with the Commission on October 6,
2000).
7(g) Agreement and Plan of Merger, dated as of May 2, 2001, by and
among Liberty Media Corporation, Liberty UVSG, Inc., The News
Corporation Limited and News Publishing Australia Limited.
7(h) Letter Agreement Regarding Certain Stockholders' Agreement
Matters, dated May 2, 2001, between The News Corporation Limited
and Liberty Media Corporation.
Page 18 of 18 Pages