SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
LIBERTY MEDIA CORPORATION
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(NAME OF ISSUER)
1. Liberty Media Corporation Series A Common Stock, par value $0.01 per share
("Series A Common Stock").
2. Liberty Media Corporation Series B Common Stock, par value $0.01 per share
("Series B Common Stock").
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(TITLE OF CLASS OF SECURITIES)
1. Series A Common Stock: 530 718 105
2. Series B Common Stock: 530 718 204
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(CUSIP NUMBER)
Raymond L. Sutton, Jr.
Baker & Hostetler LLP
303 East 17th Avenue, Suite 1100
Denver, Colorado 80203
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS)
11/22/02
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(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box. / /
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP Nos.
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Series A Common Stock: 530 718 105
Series B Common Stock: 530 718 204
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1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
(entities only)
Estate of Bob Magness
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2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) / /
(b) /X/
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3) SEC Use Only
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4) Source of Funds (See Instructions) OO
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e) / /
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6) Citizenship or Place of Organization Colorado
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Number of Shares 7) Sole Voting Power
Series A Common Stock 98,036,083(1)
Beneficially Series B Common Stock 70,850,108
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Owned by Each 8) Shared Voting Power
Series A Common Stock 0
Reporting Person Series B Common Stock 0
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With 9) Sole Dispositive Power
Series A Common Stock 98,036,083(1)
Series B Common Stock 70,850,108
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10) Shared Dispositive Power
Series A Common Stock 0
Series B Common Stock 0
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11) Aggregate Amount Beneficially
Owned by Each Reporting Person
Series A Common Stock 98,036,083(1)
Series B Common Stock 70,850,108
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) / /
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13) Percent of Class Represented by Amount in Row (11)
3.9% of Series A Common Stock
33.4% of Series B Common Stock
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14) Type of Reporting Person (See Instructions) OO
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(1) Series B Common Stock is convertible at any time on a one-for-one basis
into Series A Common Stock. SEE Item 5 below. The numbers of shares of
Series A Common Stock shown in rows 7 through 11 above assume that the
shares of Series B Common Stock shown in rows 7 through 11 above have been
converted into shares of Series A Common Stock.
2
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
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By: Kim Magness, as Co-Personal Representative
/s/ Gary Magness
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By: Gary Magness, as Co-Personal Representative