-----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, L1xVKA6qgNJHdtzk7l0QKtPxvLH38+02oU0WcgAUCf7SqFizTS/LPNv/4GMMi2c4 VzhHTiY3uX5/Dn9FhtgalQ== 0001162675-03-000020.txt : 20030220 0001162675-03-000020.hdr.sgml : 20030220 20030220100913 ACCESSION NUMBER: 0001162675-03-000020 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030220 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COGHILL CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0001162675 IRS NUMBER: 364191886 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: ONE NORTH WACKER DRIVE STREET 2: STE 4725 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 312 334 1100 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: 03573704 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 SC 13G/A 1 lbrt030220.txt LIBERATE TECHNOLOGIES 13G/A Schedule 13G SEC 1745 (02-02)Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. OMB APPROVAL OMB Number: 3235-0145 Expires: December 31, 2005 Estimated average burden hours per response. . . 11.0 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. _____2_____)* Liberate Technologies (Name of Issuer) Common Stock, par value $.01 (Title of Class of Securities) 530129105 (CUSIP Number) February 13, 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). CUSIP No. 530129105 1.Names of Reporting Persons. CCM Master Fund, Ltd.* I.R.S. Identification Nos. of above persons (entities only). 98-0363044 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) X 3.SEC Use Only 4.Citizenship or Place of Organization Cayman Islands 5.Sole Voting Power 0 Number of Shares Beneficially 6.Shared Voting Power Owned by 15,744,521 common shares Each Reporting Person With 7.Sole Dispositive Power 0 8.Shared Dispositive Power 15,744,521 common shares 9.Aggregate Amount Beneficially Owned by Each Reporting Person 15,744,521 common shares 10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] Not Applicable 11.Percent of Class Represented by Amount in Row (9) 15.2% 12.Type of Reporting Person (See Instructions) IV CUSIP No. 530129105 1.Names of Reporting Persons. Coghill Capital Management, L.L.C.+* I.R.S. Identification Nos. of above persons (entities only). 36-4191886 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) X 3.SEC Use Only 4.Citizenship or Place of Organization Delaware 5.Sole Voting Power 0 Number of Shares Beneficially 6.Shared Voting Power Owned by 15,744,521 Each Reporting Person With 7.Sole Dispositive Power 0 8.Shared Dispositive Power 15,744,521 9.Aggregate Amount Beneficially Owned by Each Reporting Person 15,744,521 common shares 10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] Not Applicable 11.Percent of Class Represented by Amount in Row (9) 15.2% 12.Type of Reporting Person (See Instructions) OO CUSIP No. 530129105 1.Names of Reporting Persons. Coghill Clint D.+* I.R.S. Identification Nos. of above persons (entities only). 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) X 3.SEC Use Only 4.Citizenship or Place of Organization United States of America 5.Sole Voting Power 0 Number of Shares Beneficially 6.Shared Voting Power Owned by 15,744,521 Each Reporting Person With 7.Sole Dispositive Power 0 8.Shared Dispositive Power 15,744,521 9.Aggregate Amount Beneficially Owned by Each Reporting Person 15,744,521 common shares 10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] Not Applicable 11.Percent of Class Represented by Amount in Row (9) 15.2% 12.Type of Reporting Person (See Instructions IN CUSIP No. 530129105 1.Names of Reporting Persons. Coghill Grant R.* I.R.S. Identification Nos. of above persons (entities only). 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) X 3.SEC Use Only 4.Citizenship or Place of Organization United States of America 5.Sole Voting Power 13,600 Number of Shares Beneficially 6.Shared Voting Power Owned by 0 Each Reporting Person With 7.Sole Dispositive Power 13,600 8.Shared Dispositive Power 0 9.Aggregate Amount Beneficially Owned by Each Reporting Person 13,600 common shares 10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] Not Applicable 11.Percent of Class Represented by Amount in Row (9) N/A 12.Type of Reporting Person (See Instructions IN CUSIP No. 530129105 1.Names of Reporting Persons. Coghill Grace A.* I.R.S. Identification Nos. of above persons (entities only). 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) X 3.SEC Use Only 4.Citizenship or Place of Organization United States of America 5.Sole Voting Power 6,500 Number of Shares Beneficially 6.Shared Voting Power Owned by 0 Each Reporting Person With 7.Sole Dispositive Power 6,500 8.Shared Dispositive Power 0 9.Aggregate Amount Beneficially Owned by Each Reporting Person 6,500 common shares 10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] Not Applicable 11.Percent of Class Represented by Amount in Row (9) N/A 12.Type of Reporting Person (See Instructions IN This Schedule 13G is being filed to report information about common stock par value $.01 of Liberate Technologies that may be deemed to be beneficially owned by CCM Master Fund, Ltd.; Coghill Capital Management, L.L.C., Clint D. Coghill, Grant R. Coghill and Grace A. Coghill. Mr. Coghill is the managing member of Coghill Capital Management, L.L.C.; an entity which serves as the investment manager of CCM Master Fund, Ltd. Mr. Clint D. Coghill also acts as custodian for family members Grant R. Coghill and Grace A. Coghill. Both Grant R. Coghill and Grace A. Coghill are individuals that have no affiliation with Coghill Capital Management or any investments managed by Coghill Capital Management outside of familial relation to Mr. Clint D. Coghill. Item 1. (a)Name of Issuer: Liberate Technologies, Inc. (LBRT) (b)Address of Issuer's Principal Executive Offices: 2 Circle Star Way San Carlos, CA 94070 Item 2. (a)Name of Person Filing: CCM Master Fund, Ltd.* Coghill Capital Management, L.L.C.+* Coghill Clint D.+* Coghill Grant R.* Coghill Grace A.* (b)Address of Principal Business Office or, if none, Residence: One North Wacker Drive - Suite 4725 Chicago, IL 60606 (c)Citizenship: CCM Master Fund, Ltd. - Cayman Islands Coghill Capital Management, L.L.C. - Delaware Coghill Clint D. - United States of America Coghill Grant R. - United States of America Coghill Grace A. - United States of America (d)Title of Class of Securities: Common shares $.01 par value (cusip: 530129105) (e)CUSIP Number: 530129105 Item 3.If this statement is filed pursuant to S240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: Broker Dealer [ ] Bank [ ] Insurance Company [ ] Investment Company [ ] Investment Adviser [ ] Employee Benefit Plan, Pension Fund, or Endowment Fund [ ] Parent Holding Company/Control Person [ ] Savings Association [ ] Church Plan [ ] Corporation [ ] Partnership [ ] Individual [ ] Other [ ] Item 4.Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a)Amount beneficially owned: CCM Master Fund, Ltd.: 15,744,521 common shares Coghill Capital Management, L.L.C.: 15,744,521 common shares Coghill Clint D.: 15,744,521 common shares Coghill Grant R.: 13,600 common shares Coghill Grace A.: 6,500 common shares (b)Percent of class: CCM Master Fund, Ltd.: 15.2% of class Coghill Capital Management, L.L.C.: 15.2% of class Coghill Clint D.: 15.2% of class Coghill Grant R.: n/a Coghill Grace A.: n/a (c)Number of shares as to which the person has: CCM Master Fund, Ltd. (i)Sole power to vote or to direct the vote: 0 CCM Master Fund, Ltd. (ii)Shared power to vote or to direct the vote: 15,744,521 CCM Master Fund, Ltd. (iii)Sole power to dispose or to direct the disposition of: 0 CCM Master Fund, Ltd. (iv)Shared power to dispose or to direct the disposition of: 15,744,521 (c)Number of shares as to which the person has: Coghill Capital Management, L.L.C. (i)Sole power to vote or to direct the vote: 0 Coghill Capital Management, L.L.C. (ii)Shared power to vote or to direct the vote: 15,744,521 Coghill Capital Management, L.L.C. (iii)Sole power to dispose or to direct the disposition of: 0 Coghill Capital Management, L.L.C. (iv)Shared power to dispose or to direct the disposition of: 15,744,521 (c)Number of shares as to which the person has: Coghill Clint D. (i)Sole power to vote or to direct the vote: 0 Coghill Clint D. (ii)Shared power to vote or to direct the vote: 15,744,521 Coghill Clint D. (iii)Sole power to dispose or to direct the disposition of: 0 Coghill Clint D. (iv)Shared power to dispose or to direct the disposition of: 15,744,521 (c)Number of shares as to which the person has: Coghill Grant R. (i)Sole power to vote or to direct the vote: 13,600 Coghill Grant R. (ii)Shared power to vote or to direct the vote: 0 Coghill Grant R. (iii)Sole power to dispose or to direct the disposition of: 13,600 Coghill Grant R. (iv)Shared power to dispose or to direct the disposition of: 0 (c)Number of shares as to which the person has: Coghill Grace A. (i)Sole power to vote or to direct the vote: 6,500 Coghill Grace A. (ii)Shared power to vote or to direct the vote: 0 Coghill Grace A. (iii)Sole power to dispose or to direct the disposition of: 6,500 Coghill Grace A. (iv)Shared power to dispose or to direct the disposition of: 0 Item 5.Ownership of Five Percent or Less of a Class If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]. Item 6.Ownership of More than Five Percent on Behalf of Another Person. Not Applicable Item 7.Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. Not Applicable Item 8.Identification and Classification of Members of the Group. Not Applicable Item 9.Notice of Dissolution of Group. Not Applicable Item 10.Certification (b)The following certification shall be included if the statement is filed pursuant to S240.13d-1(c): By signing below I certify that, to the best of my 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 are not held in connection with or as a participant in any transaction having that purpose or effect. Explanation of Responses: *The reporting persons disclaim beneficial ownership of the securities except to the extent of their pecuniary interest therein. + Principal of the investment manager or investment manager to the investment management entity in whose account the reported securities are held. SIGNATURE 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. _____/s/ Clint D. Coghill+*_____ _________February 20, 2003__________ Clint D. Coghill+* Date Signature of Reporting Person Coghill Capital Management, L.L.C.+* __By:/s/ Clint D. Coghill+*_____ _________February 20, 2003__________ Clint D. Coghill+* Date Managing Member CCM Master Fund, Ltd.* __By:/s/ Clint D. Coghill_______ _________February 20, 2003__________ Clint D. Coghill Date Director Grant R. Coghill* __By:/s/ Clint D. Coghill_______ _________February 20, 2003__________ Clint D. Coghill as Custodian for Grant R. Coghill Date Family Member Grace A. Coghill* __By:/s/ Clint D. Coghill_______ _________February 20, 2003__________ Clint D. Coghill as Custodian for Grace A. Coghill Date Family Member Exhibit A AGREEMENT The undersigned agree that this Schedule 13G dated February 20, 2002 relating to the Common Stock, par value $.01 of Liberate Technologies (LBRT) shall be filed on behalf of the undersigned. _____/s/ Clint D. Coghill+*_____ _________February 20, 2003__________ Clint D. Coghill+* Date Signature of Reporting Person Coghill Capital Management, L.L.C.+* __By:/s/ Clint D. Coghill+*_____ _________February 20, 2003__________ Clint D. Coghill+* Date Managing Member CCM Master Fund, Ltd.* __By:/s/ Clint D. Coghill_______ _________February 20, 2003__________ Clint D. Coghill Date Director Grant R. Coghill* __By:/s/ Clint D. Coghill_______ _________February 20, 2003__________ Clint D. Coghill as Custodian for Grant R. Coghill Date Family Member Grace A. Coghill* __By:/s/ Clint D. Coghill_______ _________February 20, 2003__________ Clint D. Coghill as Custodian for Grace A. Coghill Date Family Member -----END PRIVACY-ENHANCED MESSAGE-----