-----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, N+Q/9DN8DS6VjS89sPLjTOcfFJRN6Xmp5Dr8L54zBVdFCGXB+l25rrXIUm9p6bxF qi3dYs0MVck2yoKStlV7eQ== 0000912057-02-039071.txt : 20021018 0000912057-02-039071.hdr.sgml : 20021018 20021018171836 ACCESSION NUMBER: 0000912057-02-039071 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20021018 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: 02793065 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: MAGNESS SECURITIES LLC CENTRAL INDEX KEY: 0001072777 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 STREET 2: 303 EAST 17TH AVENUE SUITE 1100 CITY: DENVER STATE: CO ZIP: 80203 SC 13D/A 1 a2091291zsc13da.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) October 10, 2002 ------------------------------------------------------- (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). Exhibit Index on Page A-1 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) Magness Securities, LLC - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 7) Sole Voting Power Series A Common Stock 23,346,540(1) Series B Common Stock 16,224,072 Number of Shares ------------------------------------------------------------ 8) Shared Voting Power Beneficially Series A Common Stock 0 Series B Common Stock 0 Owned by Each ------------------------------------------------------------ 9) Sole Dispositive Power Reporting Person Series A Common Stock 23,346,540(1) Series B Common Stock 16,224,072 With ------------------------------------------------------------ 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 23,346,540(1) Series B Common Stock 16,224,072 - -------------------------------------------------------------------------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) / / - -------------------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11) 0.98% of Series A Common Stock 7.65% 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 number of shares of Series A Common Stock shown in rows 7 through 11 above assumes 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 As a result of the transaction disclosed in Item 4, Kim Magness now holds approximately 67% of the interests in the reporting person and Gary Magness holds approximately 33% of the interests in the reporting person. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION No Change. ITEM 4. PURPOSE OF TRANSACTION On October 10th and 11th of this year, Gary Magness, a member of the reporting person, withdrew from the reporting person 5,408,024 shares of Series B Common Stock and 2,374,156 shares of Series A Common Stock, respectively, and transferred such shares to GMag, LLC, a limited liability company wholly-owned by Gary Magness in exchange for a pro rata reduction in his percentage ownership in the membership interests of the reporting person. The filing 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; (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; (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 the Company Securities beneficially owned by the filing person are as follows: 3
AMOUNT AND NATURE OF PERCENT OF CLASS TITLE OF CLASS BENEFICIAL OWNERSHIP POWER(1) - -------------- -------------------- ----------------- Series A Common Stock 23,346,540(2)(3) 0.98% Series B Common Stock 16,224,072(3) 7.65%
(1) Based on 2,358,053,664 shares of Series A Common Stock, and 212,045,128 shares of Series B Common Stock outstanding on June 30, 2002. (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 filing person the number of shares of Company Securities as to which there is sole or shared power to vote or dispose of the shares:
SOLE VOTING SHARED VOTING CLASS OF SECURITY POWER POWER ----------------- ----------- ------------- Series A Common Stock 23,346,540 0 Series B Common Stock 16,224,072 0
SOLE SHARED DISPOSITIVE DISPOSITIVE CLASS OF SECURITY POWER POWER ----------------- ----------- ----------- Series A Common Stock 23,346,540 0 Series B Common Stock 16,224,072 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. (d) No person is known by the filing 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 No Change ITEM 7. MATERIAL TO BE FILED AS EXHIBITS No change 4 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: October 18, 2002 MAGNESS SECURITIES, LLC /s/ Kim Magness - ----------------------------- By: Kim Magness, Manager -----END PRIVACY-ENHANCED MESSAGE-----