FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
IDT CORP [ IDT; IDT.C ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/08/2005 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Class B Common Stock | 03/08/2005 | J(1) | 3,754,479 | A | (1) | 3,754,479 | I | By majority-owned subsidiary(2) | ||
Class B Common Stock | 13,483,089 | I(3) | By majority-owned and wholly-owned subsidiaries(4) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
1. This Form 4 is being filed as a result of the acquisition by LMC Animal Planet, Inc., a Colorado corporation and controlled subsidiary of the Reporting Person ("LMC Animal Planet"), of 3,754,479 shares of the Issuer's Class B Common Stock as consideration in the closing of the following transactions on March 8, 2005, pursuant to the Agreement and Plan of Merger, dated as of December 15, 2004, among LMC Animal Planet, the Issuer and certain of their subsidiaries: (a) LMC Animal Planet disposed of 1,250,000 shares of the common stock of Net2Phone, Inc., a Delaware corporation ("Net2Phone"), held by a wholly owned subsidiary of LMC Animal Planet prior to the closing and (b) LMC Animal Planet disposed of non-controlling membership interests in NTOP Holdings, L.L.C., a Delaware limited liability company ("NTOP"), held by two wholly owned subsidiaries of LMC Animal Planet prior to the closing. NTOP owns 28,896,750 shares of Net2Phone's Class A common stock. |
2. The Reporting Person owns 100% of LMC Capital LLC. LMC Capital LLC owns 100% of Liberty Programming Company LLC. Liberty Programming Company LLC owns a majority of the outstanding capital stock of LMC Animal Planet. |
3. 46,117 of these shares were transferred on June 4, 2004, from the Reporting Person to an indirect, wholly-owned subsidiary of the Reporting Person. |
4. LMC Animal Planet owns 100% of Liberty IDTC, Inc., a Delaware corporation ("LIDTC"). LIDTC holds 10,260,303 of these shares. The remaining shares are held by the following entities, each of which is an indirect, wholly-owned subsidiary of the Reporting Person: (i) 676,890 shares are held by Liberty IDTC 2, Inc., a Delaware corporation; (ii) 2,030,669 shares are held by Liberty IDTC 3, Inc., a Delaware corporation; and (iii) 515,227 shares are held by Liberty IDTC 4, Inc., a Delaware corporation. |
By: /s/ Charles Y. Tanabe, Senior Vice President | 03/10/2005 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |