-----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, PBjzxZmDh/EIP/Y1XRdRreLL7ExvGlAb+j1pW23tvx4ki1jjhB61wVGMLs252KY0 jpWY48BsDBsj9nXwoTOTOA== 0000902664-04-000408.txt : 20040213 0000902664-04-000408.hdr.sgml : 20040213 20040213164108 ACCESSION NUMBER: 0000902664-04-000408 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040213 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LIBERATE TECHNOLOGIES CENTRAL INDEX KEY: 0001085776 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 943245315 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58281 FILM NUMBER: 04599749 BUSINESS ADDRESS: STREET 1: 2 CIRCLE STAR WAY STREET 2: C/O NETWORK COMPUTER INC CITY: SAN CARLOS STATE: CA ZIP: 94070-6200 BUSINESS PHONE: 6507014000 MAIL ADDRESS: STREET 1: GUNDERSON DETTMER STOUGH VILLENEUVE STREET 2: 155 CONSTITUTION DRIVE CITY: MENLO PARK STATE: CA ZIP: 94065 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: OZ MANAGEMENT LLC CENTRAL INDEX KEY: 0001054587 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 9 WEST 57TH STREET, 39TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 MAIL ADDRESS: STREET 1: 9 WEST 57TH STREET, 39TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13G/A 1 srz9586858v3.txt LIBERATE TECHNOLOGIES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------- SCHEDULE 13G (Rule 13d-102) ---------------- INFORMATION TO BE INCLUDED IN STATEMENTS PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* LIBERATE TECHNOLOGIES (Name of Issuer) Common Stock, $.01 par value (Title of Class of Securities) 530129105 (CUSIP Number) December 31, 2003 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) - ----------- * 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 in 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 13G/A PAGE 2 OF 10 CUSIP No. 530129105 - ----------------------------------------------------------------------------- (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON OZ Management, L.L.C. - ----------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [x] - ----------------------------------------------------------------------------- (3) SEC USE ONLY - ----------------------------------------------------------------------------- (4) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ----------------------------------------------------------------------------- NUMBER OF (5) SOLE VOTING POWER 10,368,180 SHARES - ----------------------------------------------------------------------------- BENEFICIALLY (6) SHARED VOTING POWER 0 OWNED BY -------------------------------------------------------------- EACH (7) SOLE DISPOSITIVE POWER 10,368,180 REPORTING -------------------------------------------------------------- PERSON WITH (8) SHARED DISPOSITIVE POWER 0 - ----------------------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,368,180 - ----------------------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] - ----------------------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.9% - ----------------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON 00/IA - ----------------------------------------------------------------------------- Schedule 13G/A PAGE 3 OF 10 CUSIP No. 530129105 - ----------------------------------------------------------------------------- (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Daniel S. Och - ----------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [x] - ----------------------------------------------------------------------------- (3) SEC USE ONLY - ----------------------------------------------------------------------------- (4) CITIZENSHIP OR PLACE OF ORGANIZATION United States - ----------------------------------------------------------------------------- NUMBER OF (5) SOLE VOTING POWER 10,368,180 SHARES ______________________________________________________________ BENEFICIALLY (6) SHARED VOTING POWER 0 OWNED BY ______________________________________________________________ EACH (7) SOLE DISPOSITIVE POWER 10,368,180 REPORTING ______________________________________________________________ PERSON WITH (8) SHARED DISPOSITIVE POWER 0 - ----------------------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,368,180 - ----------------------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] - ----------------------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.9% - ----------------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON IN - ----------------------------------------------------------------------------- Schedule 13G/A PAGE 4 OF 10 CUSIP No. 530129105 - ----------------------------------------------------------------------------- (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON OZ Master Fund, Ltd. - ----------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [x] - ----------------------------------------------------------------------------- (3) SEC USE ONLY - ----------------------------------------------------------------------------- (4) CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands - ----------------------------------------------------------------------------- NUMBER OF (5) SOLE VOTING POWER 9,671,343 SHARES - ------------------------------------------------------------- BENEFICIALLY (6) SHARED VOTING POWER 0 OWNED BY - -------------------------------------------------------------- EACH (7) SOLE DISPOSITIVE POWER 9,671,343 REPORTING - -------------------------------------------------------------- PERSON WITH (8) SHARED DISPOSITIVE POWER 0 - ----------------------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,671,343 - ----------------------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] - ----------------------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.2% - ----------------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON CO - ----------------------------------------------------------------------------- Schedule 13G/A PAGE 5 OF 10 ITEM 1(a). NAME OF ISSUER: LIBERATE TECHNOLOGIES ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 2 Circle Star Way, San Carlos, CA 94070-6200 ITEM 2(a). NAME OF PERSON FILING: This statement is filed by: (i) OZ Management, L.L.C. ("OZ"), a Delaware limited liability company, with respect to the Securities beneficially owned by it; (ii) Daniel S. Och, Senior Managing Member of OZ, with respect to the Securities held by OZ Master Fund, Ltd. and certain managed accounts; and (iii) OZ Master Fund, Ltd. ("OZMD"), a Cayman company, with respect to the Securities owned by it. The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. Schedule 13G/A PAGE 6 OF 10 ITEM 2(b). ADDRESS OF PRINCIPAL OFFICE OR, IF NONE, RESIDENCE: The address of the principal business office of OZMD is c/o Goldman Sachs (Cayman) Trust, Limited, P.O. Box 896, G.T. Harbour Centre, Second Floor, North Church Street, George Town, Grand Cayman, Cayman Islands, B.W.I. The address of the principal business office of each of OZ and Daniel S. Och is 9 West 57th Street, 39th Floor, New York, NY 10019. ITEM 2(c). CITIZENSHIP: OZ is a Delaware limited liability company and OZMD is a company organized in the Cayman Islands. Daniel S. Och is a United States citizen. ITEM 2(d). TITLE OF CLASS OF SECURITIES: Common Stock, $.01 par value ITEM 2(e). CUSIP NUMBER: 530129105 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: (a) [ ] Broker or dealer registered under Section 15 of the Act (b) [ ] Bank as defined in Section 3(a)(6) of the Act (c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act (d) [ ] Investment Company registered under Section 8 of the Investment Company Act of 1940 (e) [ ] Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940: see Rule 13d- 1(b)(1)(ii)(E) (f) [ ] Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see Rule 13d- 1(b)(1)(ii)(F) (g) [ ] Parent Holding Company, in accordance with Rule 13d- 1(b)(ii)(G); (h) [ ] Savings Associations as defined in Section 3(b) of the Federal Deposit Insurance Act; (i) [ ] Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940; Schedule 13G/A PAGE 7 OF 10 (j) ( ) Group, in accordance with Rule 13d-1(b)(1)(ii)(J). IF THIS STATEMENT IS FILED PURSUANT TO Rule 13d-1(c), CHECK THIS BOX. [x] ITEM 4. OWNERSHIP. OZ serves as principal investment manager to a number of discretionary accounts and investment entities with respect to which it has voting and dispositive authority over the Securities reported in this Schedule 13G, including OZMD. Mr. Daniel S. Och is the Senior Managing Member of OZ. As such, he may be deemed to control such entity and therefore be the beneficial owner of the securities in this Schedule 13G. A. OZ (a) Amount beneficially owned: 9,671,343 (b) Percent of class: 9.9% (All percentages herein are based on 104,999,213 shares of Common Stock reported to be outstanding as of December 31, 2003 as reflected in the Company's Form 10-Q filed with the Securities and Exchange Commission on January 14, 2004.) (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote 9,671,343 (ii) shared power to vote or to direct the vote 0 (iii) sole power to dispose or to direct the disposition of 9,368,180 (iv) shared power to dispose or to direct the disposition of 0 B. Daniel S. Och (a) Amount beneficially owned: 10,368,180 (b) Percent of class: 9.9% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote 10,368,180 (ii) shared power to vote or to direct the vote 0 (iii) sole power to dispose or to direct the disposition of 9,671,343 (iv) shared power to dispose or to direct the disposition of 0 Schedule 13G/A PAGE 8 OF 10 C. OZMD (a) Amount beneficially owned: 9,671,343 (b) Percent of class: 9.2% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote 9,671,343 (ii) shared power to vote or to direct the vote 0 (iii) sole power to dispose or to direct the disposition of 9,671,343 (iv) shared power to dispose or to direct the disposition of 0 ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. Not Applicable. ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. OZ serves as principal investment manager to a number of discretionary accounts and investment entities with respect to which it has voting and dispositive authority over the Securities reported in this Schedule 13G, including OZMD. Mr. Daniel S. Och is the Senior Managing Member of OZ. As such, he may be deemed to control such entity and therefore be the beneficial owner of the securities in this Schedule 13G. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. Not applicable. ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. Not applicable. ITEM 9. NOTICE OF DISSOLUTION OF GROUP. Not applicable. Schedule 13G/A PAGE 9 OF 10 ITEM 10. CERTIFICATION. (if filing pursuant to Rule 13d-1(c)) Each of the Reporting Persons hereby make the following certification: By signing below each Reporting Person certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the Securities and were not acquired and not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. DATED: February 13, 2004 /s/ Daniel S. Och, DANIEL S. OCH, individually and as Senior Managing Member of OZ Management, L.L.C., and on behalf of OZ Master Fund, Ltd. Schedule 13G/A PAGE 10 OF 10 EXHIBIT 1 JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate. DATED: February 13, 2004 /s/ Daniel S. Och ----------------------------------- DANIEL S. OCH, Individually and as Senior Managing Member of OZ Management, L.L.C., and on behalf of OZ Master Fund, Ltd. -----END PRIVACY-ENHANCED MESSAGE-----