-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UKXXw+HEgPUQNbGMgv4jDE7Vvmi+kbsU6oidJA/FGjaywmFQ2Oaj9eQfBTLJCvce e6XOn9cw4ZDF9fMh6l2s8g== 0001047469-02-006435.txt : 20021210 0001047469-02-006435.hdr.sgml : 20021210 20021210171153 ACCESSION NUMBER: 0001047469-02-006435 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20021210 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LIBERTY MEDIA CORP /DE/ CENTRAL INDEX KEY: 0001082114 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 841288730 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58457 FILM NUMBER: 02853922 BUSINESS ADDRESS: STREET 1: 9197 SOUTH PEORIA STREET CITY: ENGLEWOOD STATE: CO ZIP: 80112 BUSINESS PHONE: 7208755400 MAIL ADDRESS: STREET 1: 9197 SOUTH PEORIA STREET CITY: ENGLEWOOD STATE: CO ZIP: 80112 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ESTATE OF BOB MAGNESS CENTRAL INDEX KEY: 0001027996 IRS NUMBER: 846300975 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O RAYMOND L SUTTON JR BAKER & HOSTELLE STREET 2: 303 EAST 17TH AVENUE SUITE 1100 CITY: DENVER STATE: CO ZIP: 80203 BUSINESS PHONE: 3038610600 MAIL ADDRESS: STREET 1: C/O RAYMOND L SUTTON JR BAKER HOSTELLE L STREET 2: 303 EAST 17TH AVENUE SUITE 1100 CITY: DENVER STATE: CO ZIP: 80203 SC 13D/A 1 a2095748zsc13da.txt SC 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)* LIBERTY MEDIA CORPORATION ------------------------- (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"). ------------------------- (TITLE OF CLASS OF SECURITIES) 1. Series A Common Stock: 530 718 105 2. Series B Common Stock: 530 718 204 ------------------------- (CUSIP NUMBER) Raymond L. Sutton, Jr. Baker & Hostetler LLP 303 East 17th Avenue, Suite 1100 Denver, Colorado 80203 - -------------------------------------------------------------------------------- (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS) 11/22/02 ------------------------- (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. - -------------------------------------------------------------------------------- Series A Common Stock: 530 718 105 Series B Common Stock: 530 718 204 - -------------------------------------------------------------------------------- 1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) Estate of Bob Magness - -------------------------------------------------------------------------------- 2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) / / (b) /X/ - -------------------------------------------------------------------------------- 3) SEC Use Only - -------------------------------------------------------------------------------- 4) Source of Funds (See Instructions) OO - -------------------------------------------------------------------------------- 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) / / - -------------------------------------------------------------------------------- 6) Citizenship or Place of Organization Colorado - -------------------------------------------------------------------------------- Number of Shares 7) Sole Voting Power Series A Common Stock 98,036,083(1) Beneficially Series B Common Stock 70,850,108 ------------------------------------------------------------ Owned by Each 8) Shared Voting Power Series A Common Stock 0 Reporting Person Series B Common Stock 0 ------------------------------------------------------------ With 9) Sole Dispositive Power Series A Common Stock 98,036,083(1) Series B Common Stock 70,850,108 ------------------------------------------------------------ 10) Shared Dispositive Power Series A Common Stock 0 Series B Common Stock 0 - -------------------------------------------------------------------------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person Series A Common Stock 98,036,083(1) Series B Common Stock 70,850,108 - -------------------------------------------------------------------------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) / / - -------------------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11) 3.9% of Series A Common Stock 33.4% of Series B Common Stock - -------------------------------------------------------------------------------- 14) Type of Reporting Person (See Instructions) OO - -------------------------------------------------------------------------------- (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 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 one share of Series A Common Stock at a price of $6.00. The reporting person used funds generated by the sales of Series A Common Stock described in Item 4 to exercise its rights and acquire the underlying shares of Series A Common Stock. ITEM 4. PURPOSE OF TRANSACTION On October 31, 2002, the reporting person received 3,887,323 rights as a result of its beneficial ownership of Series A and B Common Stock. On November 22, 2002, the reporting person sold 1,034,260 Rights for $4,530,059 and 2,000,000 shares of Series A Common Stock for $20,884,200. On December 2, 2002, the reporting person exercised all of its remaining Rights, paid to the Company $17,118,378 and received 2,853,063 shares 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; except that, although there is no present plan or proposal to dispose of the Company Securities, the personal representative intends to sell or otherwise dispose of the Company Securities (i) as may be required to pay the expenses of administration and other liabilities of the Bob Magness Estate, including the Bob Magness Estate tax liabilities, (ii) as may be required of the personal representative in fulfillment of his fiduciary duties to the Bob Magness Estate, and (iii) as may be required to effect the distribution of the assets of the Bob Magness Estate to the beneficiaries of the Bob Magness Estate; (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; 3 (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 98,036,083(2)(3) 3.9% Series B Common Stock 70,850,108(3) 33.4%
(1) Based on 2,476,865,500 shares of Series A Common Stock, and 212,045,288 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. (3) 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. (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 - ----------------- ----------------- ------------- Series A Common Stock 98,036,083 0 Series B Common Stock 70,850,108 0
Sole Dispositive Shared Class of Security Power Dispositive Power - ----------------- ----------------- ----------------- Series A Common Stock 98,036,083 0 Series B Common Stock 70,850,108 0
(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. 4 (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 the contracts, arrangements and understandings previously disclosed, as security for a loan with US Bank Corporation, 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 and, as security for a loan with Deutsche Bank Trust Company, the Estate has pledged 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. 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: 12/9/02 ESTATE OF BOB MAGNESS /s/ Kim Magness - ----------------------------------------------- By: Kim Magness, as Co-Personal Representative /s/ Gary Magness - ----------------------------------------------- By: Gary Magness, as Co-Personal Representative -----END PRIVACY-ENHANCED MESSAGE-----