-----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, HSELUwIJyVBvvnGMCxBlucdZdqTh+i2A2GSQhFvz5HhjiQSuw49tdVgVT82niR83 +bPoqeN0aC0AxvF+fF5B8A== 0001047469-99-014230.txt : 19990412 0001047469-99-014230.hdr.sgml : 19990412 ACCESSION NUMBER: 0001047469-99-014230 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990409 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AT&T CORP CENTRAL INDEX KEY: 0000005907 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 134924710 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-32542 FILM NUMBER: 99590967 BUSINESS ADDRESS: STREET 1: 32 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10013 BUSINESS PHONE: 2123875400 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN TELEPHONE & TELEGRAPH CO DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ESTATE OF BOB MAGNESS CENTRAL INDEX KEY: 0001027996 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 846300975 FILING VALUES: FORM TYPE: SC 13D 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 L STREET 2: 303 EAST 17TH AVENUE SUITE 1100 CITY: DENVER STATE: CO ZIP: 80203 SC 13D 1 SC 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )* AT&T CORP. -------------------------------------- (NAME OF ISSUER) 1. Common Stock, par value $1.00 per share ("AT&T Common Stock"). 2. Class A Liberty Media Group Common Stock, par value $1.00 per share ("Class A Liberty Media Group Common Stock"). 3. Class B Liberty Media Group Common Stock, par value $1.00 per share ("Class B Liberty Media Group Common Stock"). -------------------------------------- (TITLE OF CLASS OF SECURITIES) 1. AT&T Common Stock: 001957109 2. Class A Liberty Media Group Common Stock: 001957208 3. Class B Liberty Media Group Common Stock: 001957307 -------------------------------------- (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) March 9, 1999 -------------------------------------- (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 Page 1 of 11 CUSIP Nos. AT&T Common Stock: 001957109 Class A Liberty Media Group Common Stock: 001957208 Class B Liberty Media Group Common Stock: 001957307 - ---------------------------------------------------------------------------------------------------------------------- 1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) Estate of Bob Magness - ---------------------------------------------------------------------------------------------------------------------- 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 - ---------------------------------------------------------------------------------------------------------------------- Number of Shares 7) Sole Voting Power AT&T Common Stock 13,622,205(1) Class A Liberty Media Group Common Stock 24,295,756(1)(2) Beneficially Class B Liberty Media Group Common Stock 17,712,528(1)(3) -------------------------------------------------------------------------------------------------- Owned by Each 8) Shared Voting Power AT&T Common Stock 0 Class A Liberty Media Group Common Stock 0 Reporting Person Class B Liberty Media Group Common Stock 0 -------------------------------------------------------------------------------------------------- With 9) Sole Dispositive Power AT&T Common Stock 13,622,205(1) Class A Liberty Media Group Common Stock 24,295,756(1)(2) Class B Liberty Media Group Common Stock 17,712,528(1)(3) - ---------------------------------------------------------------------------------------------------------------------- 10) Shared Dispositive Power AT&T Common Stock 0 Class A Liberty Media Group Common Stock 0 Class B Liberty Media Group Common Stock 0 - ---------------------------------------------------------------------------------------------------------------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person AT&T Common Stock 13,622,205(1) Class A Liberty Media Group Common Stock 24,295,756(1)(2) Class B Liberty Media Group Common Stock 17,712,528(1)(3) - ---------------------------------------------------------------------------------------------------------------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) / / - ---------------------------------------------------------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11) less than 1% of AT&T Common Stock 4.5% of Class A Liberty Media Group Common Stock 32.2% of Class B Liberty Media Group Common Stock - ---------------------------------------------------------------------------------------------------------------------- 14) Type of Reporting Person (See Instructions) OO - ----------------------------------------------------------------------------------------------------------------------
(1) These numbers are based on the conversion ratios as set forth in Item 4 below, assuming rounding up of all figures equal to or greater than 0.5 share after conversion. (2) Class B Liberty Media Group Common Stock is convertible at any time on a one-for-one basis into Class A Liberty Media Group Common Stock. SEE Item 5 below. The numbers of shares of Class A Liberty Media Group Common Stock shown in rows 7 through 11 above assume that the shares of Class B Liberty Media Group Common Stock shown in rows 7 through 11 above have been converted into shares of Class A Liberty Media Group Common Stock. (3) SEE Item 5. Page 2 of 11 ITEM 1. SECURITY AND ISSUER The equity securities to which this Schedule 13D relates are as follows: 1. Common Stock, par value $1.00 per share ("AT&T Common Stock"); 2. Class A Liberty Media Group Common Stock, par value $1.00 per share ("Class A Liberty Media Group Common Stock"); and 3. Class B Liberty Media Group Common Stock, par value $1.00 per share ("Class B Liberty Media Group Common Stock"). The issuer of the AT&T Common Stock, the Class A Liberty Media Group Common Stock and the Class B Liberty Media Group Common Stock (collectively, the "Company Securities") is AT&T Corp. (the "Company" or "AT&T") whose principal executive offices are located at 32 Avenue of the Americas, New York, New York, 10013-2412. ITEM 2. IDENTITY AND BACKGROUND (a) This Schedule 13D is filed on behalf of the Estate of Bob Magness (the "Bob Magness Estate"). Kim Magness and Gary Magness are the co-personal representatives of the Bob Magness Estate. (b) The business address of the Bob Magness Estate is c/o Raymond L. Sutton, Jr., Baker & Hostetler LLP, 303 East 17th Avenue, Suite 1100, Denver, Colorado 80203. (c) The filing person has no occupation or employment. (d) The filing person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) The filing person has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction subjecting the filing person to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws. (f) The Bob Magness Estate is being administered in the State of Colorado. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION On March 9, 1999, certain of the equity securities of Tele-Communications, Inc. ("TCI"), beneficially owned by the Bob Magness Estate (as more fully described in Item 5 hereof) were exchanged for equity securities of the Company as follows:
TCI EQUITY SECURITY CLASS NUMBER EXCHANGED FOR AT&T EQUITY CLASS NUMBER ------------------------- ------ ------------------------------- ------ Tele-Communications, Inc. Series B 15,964,145 AT&T Common Stock 13,622,205 TCI Group Common Stock, par value $1.00 per share ("Series B Page 3 of 11 TCI Group Common Stock") Tele-Communications, Inc. Series A 6,583,228 Class A Liberty Media Group 6,583,228 Liberty Media Group Common Common Stock Stock, par value $1.00 per share ("TCI Series A Liberty Media Group Common Stock") Tele-Communications, Inc. Series B 11,454,693 Class B Liberty Media Group 11,454,693 Liberty Media Group Common Common Stock Stock, par value $1.00 per share ("TCI Series B Liberty Media Group Common Stock") Tele-Communications, Inc. Series B 12,034,298 Class B Liberty Media Group 6,257,835 TCI Ventures Group Common Common Stock Stock, par value $1.00 per share ("TCI Series B Ventures Group Common Stock")
ITEM 4. PURPOSE OF TRANSACTION AT&T MERGER On March 9, 1999, the Company acquired TCI in a merger (the "AT&T Merger") pursuant to the Agreement and Plan of Restructuring and Merger, dated as of June 23, 1998 (the "Merger Agreement"), among TCI, the Company and Italy Merger Corp., a wholly-owned subsidiary of the Company, in which Italy Merger Corp. merged with and into TCI, and TCI thereby became a subsidiary of the Company. As a result of the AT&T Merger, (i) each share of Tele-Communications, Inc. Series A TCI Group Common Stock was converted into 0.7757 of a share of AT&T Common Stock, (ii) each share of Series B Stock TCI Group Common Stock was converted into 0.8533 of a share of AT&T Common Stock, (iii) each share of TCI Series A Liberty Media Group Common Stock was converted into one share of a newly created class of AT&T common stock designated as the Class A Liberty Media Group Common Stock, par value $1.00 per share (the "Class A Liberty Media Group Common Stock"), (iv) each share of TCI Series B Liberty Media Group Common Stock was converted into one share of a newly created class of AT&T common stock designated as the Class B Liberty Media Group Common Stock, par value $1.00 per share (the "Class B Liberty Media Group Common Stock"), (v) each share of Tele-Communications, Inc. Series A TCI Ventures Group Common Stock was converted into 0.52 of a share of Class A Liberty Media Group Common Stock, (vi) each share of TCI Series B Ventures Group Common Stock was converted into 0.52 of a share of Class B Liberty Media Group Common Stock, (vii) each share of TCI's Convertible Preferred Stock, Series C-TCI Group was converted into 103.059502 shares of AT&T Common Stock, (viii) each share of TCI's Convertible Preferred Stock Series C-Liberty Media Group was converted into 56.25 shares of Class A Liberty Media Group Common Stock, (ix) each share of TCI's Redeemable Convertible TCI Group Preferred Stock, Series G was converted into 0.923083 shares of AT&T Common Stock and (x) each share of TCI's Redeemable Convertible Liberty Media Group Preferred Stock, Series H was converted into 0.590625 of a share of Class A Liberty Media Group Common Stock. Following the AT&T Merger, each share of TCI's Class B 6% Cumulative Redeemable Exchangeable Junior Preferred Stock ("Class B Preferred Stock") continues to be outstanding as the Class B Preferred Stock with the same rights and preferences such stock had prior to the AT&T Merger. Page 4 of 11 In general, the holders of shares of Class A Liberty Media Group Common Stock and the holders of shares of Class B Liberty Media Group Common Stock will vote together as a single class with the holders of shares of AT&T Common Stock on all matters presented to such stockholders (including the election of directors), with the holders being entitled to one-tenth (1/10th) of a vote for each share of Class A Liberty Media Group Common Stock held, 1 vote per share of Class B Liberty Media Group Common Stock held and 1 vote per share of AT&T Common Stock held. The holders of the shares of the Liberty Group Stock are entitled to vote together as a separate class with respect to the following matters: (i) any amendment to the Certificate of Incorporation of AT&T (as amended, the "AT&T Charter") that would change the total number of authorized shares or par value of the Liberty Group Stock, or adversely change the rights of the Liberty Group Stock; (ii) a Covered Disposition (as defined in the AT&T Charter), which generally includes a sale or transfer by AT&T of its equity interest in Liberty Media Corporation or Liberty Media Group LLC or a grant of a pledge or other security interest in the equity interest of AT&T in Liberty Media Corporation or Liberty Media Group LLC; or (iii) any merger or similar transaction in which the Liberty Group Stock is converted, reclassified or changed into or otherwise exchanged for any consideration unless specified requirements are met that are generally intended to ensure that the rights of the holders are not materially altered and the composition of the holders is not changed. As a result of the AT&T Merger and the conversion of the equity securities of TCI (except for the Class B Preferred Stock), the filing person beneficially owns the Company Securities as set forth in Item 5 hereof. The foregoing descriptions of the AT&T Merger, the Merger Agreement, and the relationship between the AT&T Common Stock and the Liberty Group Stock are qualified in their entirety by reference to the Merger Agreement and the AT&T/TCI Proxy Statement/Prospectus, dated January 8, 1999, regarding the AT&T Merger, each of which is an exhibit to this Statement and is hereby incorporated by reference herein. The Liberty Group Stock is tracking stock which tracks the performance of the Liberty Media Group (as defined in the AT&T Charter), which include Liberty Media Corporation ("Liberty"). All of the equity interests in the Liberty Media Group are currently owned by AT&T; however, a majority of the members of the Board of Directors (the "Liberty Board") of Liberty are individuals elected by TCI prior to the AT&T Merger. Liberty has three classes of directors: one class elected for a term of one year; one class elected for a term of seven years; and one class elected for a term of 10 years. Each class of directors will have an equal number of members. Such directors may not be removed other than for "cause," and, in the event of the death or resignation of a director, the remaining directors of such class will choose a successor to fill the remaining term of such deceased or resigning director. Upon the expiration of the term of a class of Liberty directors, the stockholders of Liberty will be entitled to elect directors to fill such vacancy. Currently, all of the outstanding capital stock of Liberty is owned by Liberty Ventures Group LLC, which is an indirect wholly owned subsidiary of AT&T. As a result of the structure of the Liberty Board, the second and third classes of directors will constitute a majority of the Liberty Board until at least 2006. Under Delaware law, the Page 5 of 11 business of a corporation is managed by its board of directors. As a result, although AT&T owns all of the equity interests in the Liberty Media Group and, initially, all of the common stock of Liberty, the incumbent directors of Liberty (and their successors) will be able to control most aspects of the day-to-day business of Liberty and its subsidiaries following the AT&T Merger. In the event the incumbent directors (or their designated successors) cease to constitute a majority of the Liberty Board, or Liberty Media Management LLC determines that, in its reasonable judgment, the incumbent Liberty directors (or successors) are likely to cease to constitute a majority of the Liberty Board, such event will constitute a "Triggering Event." Liberty Media Management LLC is a limited liability company, the equity interests of which are currently owned by Dr. John Malone ("Malone"). Upon the occurrence of a Triggering Event, subject to the terms and conditions of a contribution agreement entered into in connection with the AT&T among Liberty, Liberty Media Group LLC, Liberty Media Management LLC and Liberty Ventures Group LLC, all of the assets of Liberty and the Covered Entities (as defined in the AT&T Charter) will be contributed to Liberty Media Group LLC, substantially all of the equity interests of which are owned by AT&T, unless the Triggering Event is waived by Liberty Media Management LLC. However, Liberty Media Management LLC will own the remaining equity interests in Liberty Media Group LLC and will be the sole manager of Liberty Media Group LLC. AGREEMENTS REGARDING COMPANY SECURITIES In connection with the AT&T Merger, the filing person, TCI and other parties amended certain agreements such parties entered into in 1998, which agreements governed the voting and disposition of their shares of equity securities of TCI. The agreements were originally executed in February 1998. The first such agreement (the "Malone Call Agreement") was entered into among TCI, Malone and Malone's wife (together with Malone, the "Malones"), under which the Malones granted to TCI the right to acquire the Malones' high-voting shares, then consisting of an aggregate of approximately 60 million shares of Series B TCI Group Common Stock, TCI Series B Liberty Media Group Common Stock and TCI Series B Ventures Group Common Stock (collectively, the "TCI Series B Shares"), upon Malone's death or upon a contemplated sale of the TCI Series B Shares (other than a minimal amount) to third persons. In either such event, TCI had the right to acquire the shares at a maximum price equal to the then relevant market price of shares of "low-voting" Series A TCI Group Common Stock, TCI Series A Liberty Media Group Common Stock and TCI Series A Ventures Group Common Stock (the "TCI Series A Stock") plus a ten percent premium in the case of the death of Malone or, in the case of a sale of such shares, at the lesser of the price offered for the shares or the market price of the TCI Series A Stock plus a ten percent premium. The Malones also agreed that if TCI were ever to be sold to another entity, then the maximum premium that the Malones would receive on their TCI Series B Shares would be no greater than a ten percent premium over the price paid for the relevant shares of TCI Series A Stock. TCI paid approximately $150 million to the Malones for agreeing to the terms of the Malone Call Agreement. The second agreement was also entered into in February 1998. In that month, the Estate of Betsy Magness Estate and the Bob Magness Estate, Kim Magness, Gary Magness and certain others (collectively, the "Magness Group") entered into a call agreement with TCI (on substantially the same terms as the Malone Call Agreement, including a call on the shares owned by the Magness Group upon Malone's death (the "Magness Call Agreement")), on the Magness Group's aggregate of approximately 49 million TCI Series B Shares. The Magness Group was Page 6 of 11 paid $123,579,980 by TCI for entering into the Magness Call Agreement. The third agreement was entered into at the same time. In February 1998, the Magness Group entered into a Stockholders' Agreement (the "Stockholders' Agreement") with the Malones and TCI under which (i) the Magness Group and the Malones agree to consult with each other in connection with matters to be brought to the vote of TCI's shareholders, subject to the proviso that if they cannot mutually agree on how to vote the shares, Malone would have an irrevocable proxy to vote the TCI Series B Shares owned by the Magness Group, (ii) the Magness Group could designate a nominee for the Board and Malone agreed to vote his TCI Series B Shares for such nominee and (iii) certain "tag-along rights" were created in favor of the Magness Group with respect to any sale by the Malones of TCI Series B Shares and certain "drag-along rights" were created in favor of the Malones with respect to the sale of all or substantially all of the TCI Series B Shares beneficially owned by Malone or of the business or assets of TCI, pursuant to which the Magness Group would consent to such sale and, if the sale is of the TCI Series B Shares, the Magness Group would either convert their TCI Series B Shares to the respective TCI Series A Shares of TCI or sell their TCI Series B Shares pursuant to the terms of such sale. In March 1999, the Magness Group (now including Magness FT Investment Company LLC, Magness Securities, LLC, The Kim Magness Family Foundation and The Gary Magness Family Foundation), the Malones, TCI, Liberty Ventures Group LLC and Liberty Media Corporation entered into letter agreements to amend the terms of the Malone Call Agreement ("The Malone Letter Agreement"), the Magness Call Agreement (the "Magness Letter Agreement") and the Stockholders' Agreement (the "Stockholders' Letter Agreement"). Pursuant to the Stockholders' Letter Agreement, the parties thereto agreed to assign TCI's rights and obligations under the Stockholders' Agreement first to Liberty Ventures Group LLC and then to Liberty Media Corporation ("Liberty"). In addition, the Stockholders' Letter Agreement amends the Stockholders' Agreement so that the irrevocable proxy to vote shares held by the Magness Group now relates to the Class B Liberty Media Group Common Stock of AT&T or any super voting class of equity securities issued by Liberty held by the Magness Group. The "tag-along rights" and "drag-along rights" of the Stockholders' Agreement now relate to the Malones' and the Magness Group's Class B Liberty Media Group Common Stock or any super voting class of equity securities issued by Liberty and held by the Malones and the Magness Group. Finally, the agreement concerning voting of Malone's shares for the Magness Group Representative (as defined in the Stockholders' Agreement) for the Board of Directors will relate to the Board of Directors of Liberty if Liberty has a class of equity securities registered under section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended. Pursuant to the Magness Letter Agreement and the Malone Letter Agreement, the parties agreed to assign TCI's rights and obligations under both agreements to Liberty. The call right under both agreements is now a right on the part of Liberty to purchase the AT&T Class B Liberty Media Group Common Stock upon the following events: (i) a proposed sale by the holder of AT&T Class B Liberty Group Common stock (other than a minimal amount) or (ii) the death of Malone. This right may be exercised for a maximum price equal to the then relevant market price of "low-voting" AT&T Class A Liberty Media Group Common Stock plus a ten percent premium in the case of the death of Malone or, in the case of a sale of such shares, at the lesser of the price offered for the shares or the market price of the AT&T Class A Liberty Media Group Common Stock plus a ten percent premium. Upon a change in control of AT&T, the maximum premium that the Magness Group or Malones could agree to receive on their AT&T Class B Liberty Media Group Common Stock would be no greater than a ten percent premium over the price paid for the AT&T Class A Liberty Media Group Common Stock. Page 7 of 11 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; 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; (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:
AMOUNT AND NATURE OF PERCENT OF CLASS TITLE OF CLASS BENEFICIAL OWNERSHIP POWER(1) -------------- -------------------- -------- AT&T Common Stock 13,622,205(2)(3) less than 1% Page 8 of 11 Class A Liberty Media Group 24,295,756(2)(3) 4.5% Common Stock Class B Liberty Media Group 17,712,528(2)(3) 32.2% Common Stock
(1) Based on 2,970,483,565 shares of AT&T Common Stock, 536,024,016 shares of Class A Liberty Media Group Common Stock, and 55,072,794 shares of Class B Liberty Media Group Common Stock outstanding on March 9, 1999, in each case after elimination of shares then held by the Company and its majority owned subsidiaries. The Company provided these outstanding share numbers. Such outstanding share numbers represent the pro forma number of shares to be outstanding assuming issuance of all shares issuable in the AT&T Merger. (2) Class B Liberty Media Group Common Stock is convertible at any time on a one-for-one basis into Class A Liberty Media Group Common Stock. The numbers of shares of Class A Liberty Media Group Common Stock shown in this Item 5 assume that the shares of Class B Liberty Media Group Common Stock have been fully converted into shares of Class A Liberty Media Group Common Stock. Each share of AT&T Common Stock and Class B Liberty Media Group Common Stock is entitled to 1 vote per share and each share of Class A Liberty Media Group Common Stock is entitled to one-tenth of one vote per share. Holders of AT&T Common Stock vote with Class A Liberty Media Group Common Stock and Class B Liberty Media Group Common Stock, and with and certain classes/series of the Company preferred stock, if any, on the election of directors. Accordingly, when these series and classes are aggregated, the Bob Magness Estate may be deemed to currently beneficially own voting equity securities representing approximately (i) 1.1% of the voting power with respect to a general election of directors of the Company and (ii) 18.5% of the voting power of the Liberty Group Stock when voting as a separate class. SEE Item 4 above. (3) These numbers are based on the conversion ratios as set forth in Item 4 above, assuming rounding up of all figures equal to or greater than 0.5 share after conversion. (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(1) Power ----------------- ----- ----- AT&T Common Stock 13,622,205 0 Class A Liberty Media Group Common Stock 24,295,756 0 Class B Liberty Media Group Common Stock 17,712,528 0
Sole Shared Dispositive Dispositive Class of Security Power(1) Power ----------------- ----- ----- AT&T Common Stock 13,622,205 0 Class A Liberty Media Group Common Stock 24,295,756 0 Class B Liberty Media Group Common Stock 17,712,528 0
(1) These numbers are based on the conversion ratios as set forth in Item 4 above, assuming rounding up of all figures equal to or greater than 0.5 share after conversion. (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. Page 9 of 11 (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 TCI, the Malones, the Magness Group, Liberty Ventures Group LLC and Liberty Media Corporation are parties to the Stockholders' Letter Agreement; TCI, the Magness Group, Liberty Ventures Group LLC and Liberty Media Corporation are parties to the Magness Letter Agreement; TCI, the Malones and the Magness Group are parties to the Stockholders' Agreement; and, TCI and the Magness Group are parties to the Magness Call Agreement, all as described in Item 4 above. The Stockholders' Agreement, the Magness Call Agreement, the Stockholders Letter Agreement and the Magness Letter Agreement are attached to this Statement as Exhibits 99.1, 99.2, 99.3 and 99.4, respectively, and are incorporated herein by reference. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS 99.1. Stockholders' Agreement dated as of February 9, 1998, among TCI, the Malones and the Magness Group (the "Stockholders' Agreement") (incorporated by reference to Exhibit 99.1 to the Bob Magness Estate's Schedule 13D in respect to TCI with a statement date of January 5, 1998) 99.2. Call Agreement dated as of February 9, 1998, between TCI and the Magness Group (the "Magness Call Agreement") (incorporated by reference to Exhibit 99.2 to the Bob Magness Estate's Schedule 13D in respect to TCI with a statement date of January 5, 1998) 99.3. Letter Agreement to Amend the Stockholders' Agreement dated as of March 5, 1999, among TCI, the Malones, the Magness Group, Liberty Ventures Group LLC and Liberty Media Corporation 99.4. Letter Agreement to Amend the Magness Call Agreement dated as of March 5, 1999 among TCI, the Magness Group, Liberty Ventures Group LLC and Liberty Media Corporation 99.5. Agreement and Plan of Restructuring and Merger dated as of June 23, 1998 among the Company, Italy Merger Corp. and TCI incorporated by reference to Appendix A to the AT&T/TCI Proxy Statement/Prospectus that forms a part of the Registration Statement on From S-4 of AT&T (File No. 333-70279), filed January 8, 1999 (the "AT&T Registration Statement") 99.6 AT&T/TCI Proxy Statement/Prospectus, dated January 8, 1999 (incorporated by reference to the AT&T Registration Statement) Page 10 of 11 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: April 8, 1999 ESTATE OF BOB MAGNESS /s/ Kim Magness - ------------------------------------------------------------ By: Kim Magness, as Co-Personal Representative /s/ Gary Magness - ------------------------------------------------------------ By: Gary Magness, as Co-Personal Representative Page 11 of 11 INDEX OF EXHIBITS 99.1. Stockholders' Agreement dated as of February 9, 1998, among TCI, the Malones and the Magness Group (the "Stockholders' Agreement") (incorporated by reference to Exhibit 99.1 to the Bob Magness Estate's Schedule 13D in respect to TCI with a statement date of January 5, 1998) 99.2. Call Agreement dated as of February 9, 1998, between TCI and the Magness Group (the "Magness Call Agreement") (incorporated by reference to Exhibit 99.2 to the Bob Magness Estate's Schedule 13D in respect to TCI with a statement date of January 5, 1998) 99.3. Letter Agreement to Amend the Stockholders' Agreement dated as of March 5, 1999, among TCI, the Malones, the Magness Group, Liberty Ventures Group LLC and Liberty Media Corporation 99.4. Letter Agreement to Amend the Magness Call Agreement dated as of March 5, 1999 among TCI, the Magness Group, Liberty Ventures Group LLC and Liberty Media Corporation 99.5. Agreement and Plan of Restructuring and Merger dated as of June 23, 1998 among the Company, Italy Merger Corp. and TCI incorporated by reference to Appendix A to the AT&T/TCI Proxy Statement/Prospectus that forms a part of the Registration Statement on From S-4 of AT&T (File No. 333-70279), filed January 8, 1999 (the "AT&T Registration Statement") 99.6 AT&T/TCI Proxy Statement/Prospectus, dated January 8, 1999 (incorporated by reference to the AT&T Registration Statement) Page A-1 EX-99.3 2 EXHIBIT 99.3 EXHIBIT 99.3. EXHIBIT 99.3. Tele-Communications, Inc. Liberty Media Corporation 5619 DTC Parkway 8101 East Prentice Avenue, Suite 500 Englewood, Colorado 80111 Englewood, Colorado 80111 March 5, 1999 Dr. John C. Malone Ms. Leslie Malone Mr. Gary Magness Mr. Kim Magness Magness Securities LLC Magness FT Investment Company, LLC The Kim Magness Family Foundation The Gary Magness Family Foundation c/o Tele-Communications, Inc. 5619 DTC Parkway Englewood, Colorado 80111 Ladies and Gentlemen: Reference is made to the Stockholders' Agreement dated as of February 9, 1998, among TCI, John C. Malone, Leslie Malone, Gary Magness, both in any Representative Capacity and individually, Kim Magness, both in any Representative Capacity and individually, the Estate of Bob Magness and the Estate of Betsy Magness (the "Stockholders' Agreement"). As you know, after the original execution of the Stockholders' Agreement, Magness Securities LLC, Magness FT Investment Company, LLC, the Kim Magness Family Foundation and The Gary Magness Family Foundation were each added as a party and a member of the "Magness Group." Capitalized terms used but not expressly defined in this letter have the meanings given to them in the Stockholders' Agreement. Section references in this letter are to Sections of the Stockholders' Agreement. The purpose of this letter is to confirm and clarify the following: 1. Each of you consents to the assignment by TCI to Liberty Ventures Group LLC, a Delaware limited liability company ("LVG"), and the subsequent assignment by LVG to Liberty Media Corporation, a Delaware corporation ("LMC") of all of TCI's rights, interests and obligations under the Stockholders' Agreement, and agrees that upon such assignments TCI shall have no further rights or obligations under the Stockholders' Agreement. 2. TCI agrees with each of you that if, for any reason, the Agreement and Plan of Restructuring and Merger, dated as of June 23, 1998, among TCI, AT&T Corp., a New York corporation ("AT&T"), and Italy Merger Corp., a Delaware corporation and a wholly owned subsidiary of AT&T ("MergerSub"), terminates without consummation of the merger of MergerSub into TCI contemplated thereby (the "Merger"), the assignments described in paragraph 1 will be rescinded. 3. From and after the Merger (and after giving effect to the assignments provided for above), the Stockholders' Agreement will continue in effect in accordance with its terms and the following: (a) References to "TCI" will be references to LMC and any successor (by merger, consolidation, sale, transfer, exchange, or otherwise) to all or substantially all of its business and assets, other than a Spin-Off Company (LMC and any such successor being referred to herein as "Liberty"). (b) The definition of the term "Director Votes" is deleted from Exhibit A to the Stockholders' Agreement. (c) The term "Company" will mean (i) Liberty if and while common stock of which it is the issuer is registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, or (ii) any "Spin-Off Company" if and while common stock of which it is the issuer is registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, and a majority of Liberty's directors then in office constitute a majority of the Board of Directors of such Spin-off Company. (d) The term "High Vote Share" will mean: (i) the Class B Liberty Media Group Common Stock, par value $1.00 per share, of AT&T and any capital stock into which such stock may be changed (whether as a result of a recapitalization, reorganization, merger, consolidation, share exchange, stock dividend or other transaction or event) (the "LMCB-Common"), and (ii) common stock of any class or series issued by Liberty or any Spin-Off Company that entitles the holders to greater voting power per share than the voting power per share to which holders of some other class or series of common stock of such issuer are entitled with respect to significant matters (such as the election of directors) as to which the holders of outstanding shares of both classes or series vote together (with each other or with each other and one or more other classes or series of common stock of that issuer). (e) the term "Low Vote Stock" will mean: (i) the Class A Liberty Media Group Common Stock, par value $1 .00 per dime, of AT&T and any capital stork into which such stock may be changed (whether as a result of a recapitalization, reorganization, merger, consolidation, share exchange, stock dividend or other transaction or event) (the "LMCA-Common"), and (ii) common stock of any class or series issued by Liberty or any Spin-Off Company that entities the holders to lesser voting power per share than the voting power per share to which holders of some other class or series of common stock of such issuer are entitled with respect to significant matters (such as the election of directors) as to which the holders of outstanding shares of both classes or series vote together (with each other or with each other and one or more other classes or series of common stock of that issuer). (c) The term "Spin-Off Company" shall mean any corporation or limited liability company which initially is a subsidiary of Liberty, which succeeds to substantially all of the businesses and assets of Liberty and which is then "spun-off" to either Liberty shareholders (if Liberty then has common stock which is registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended) or the holders of the LMCA-Common and the LMCB-Common. -2- If the foregoing accurately expresses our understanding, please sign and return the enclosed counterpart of this letter. Sincerely, TELE-COMMUNICATIONS, INC. By: /s/ Stephen M. Brett ----------------------------------------- Stephen M. Brett Executive Vice President, Secretary and General Counsel LIBERTY VENTURES GROUP LLC By: /s/ Stephen M. Brett ----------------------------------------- Stephen M. Brett Vice President LIBERTY MEDIA CORPORATION By: /s/ Stephen M. Brett ----------------------------------------- Stephen M. Brett Vice President -3- Confirmed: ESTATE OF BETSY MAGNESS /s/ John C. Malone By:/s/ Kim Magness - ------------------------ ------------------------------------- JOHN C. MALONE Kim Magness, Personal Representative ESTATE OF BOB MAGNESS /s/ Leslie Malone By:/s/ Kim Magness - ------------------------ ------------------------------------- LESLIE MALONE Kim Magness, Personal Representative By:/s/ Gary Magness ------------------------------------- Gary Magness, Personal Representative MAGNESS SECURITIES LLC /s/ Kim Magness By:/s/ Kim Magness - ------------------------------------ ------------------------------------- KIM MAGNESS, individually and Kim Magness, Manager as Trustee of the Magness Family Irrevocable Trusts and the Magness Issue GST Trusts MAGNESS FT INVESTMENT COMPANY, LLC /s/ Gary Magness By:/s/ Kim Magness - ------------------------------------ ------------------------------------- GARY MAGNESS, individually and Kim Magness, Manager as Trustee of the Magness Family Irrevocable Trusts and the Magness Issue GST Trusts THE KIM MAGNESS FAMILY FOUNDATION By:/s/ Kim Magness ------------------------------------- Kim Magness, President THE GARY MAGNESS FAMILY FOUNDATION By:/s/ Gary Magness ------------------------------------- Gary Magness, President -4- EX-99.4 3 EXHIBIT 99.4 EXHIBIT 99.4. EXHIBIT 99.4. TELE-COMMUNICATIONS, INC. LIBERTY MEDIA CORPORATION 5619 DTC Parkway 8101 East Prentice Avenue, Suite 500 Englewood, Colorado 80111 Englewood, Colorado 90111 MARCH 5, 1999 Mr. Gary Magness Mr. Kim Magness Magness Securities LLC Magness FT Investment Company, LLC The Kim Magness Family Foundation The Gary Magness Family Foundation c/o Tele-Communications, Inc. 5619 DTC Parkway Englewood, Colorado 80111 Gentlemen: Reference is made to the Call Agreement, dated as of February 9, 1998 (the "Magness Call Agreement"), among Tele-Communications Inc., a Delaware corporation ("TCI"), and Gary Magness, both in any Representative Capacity and individually, Kim Magness, both in any Representative Capacity and individually, the Estate of Bob Magness, and the Estate of Betsy Magness. As you know, after the original execution of the Magness Call Agreement, Magness Securities LLC, Magness FT Investment Company, LLC, The Kim Magness Family Foundation and The Gary Magness Family Foundation were added as parties to the Call Agreement and members of the "Magness Group". Capitalized terms used but not expressly defined in this letter have the meanings given to them in the Magness Call Agreement. Section references in this letter are to Sections of the Magness Call Agreement. The purpose of this letter is to confirm and clarify the following: 1. Each member of the Magness Group consents to the assignment by TCI to Liberty Ventures Group LLC, a Delaware limited liability company ("LVG"), and the subsequent assignment by LVG to Liberty Media Corporation, a Delaware corporation ("LMC"), of all of TCI's rights, interests and obligations under the Magness Call Agreement and agrees that upon such assignments TCI shall have no further rights or obligations under the Magness Call Agreement. Each member of the Magness Group also agrees that if a Triggering Event (as defined below) occurs in the future and is not waived, LMC may assign all of its rights, interests and obligations under the Magness Call Agreement to Liberty Media Group LLC and, in the event of such assignment, references to LMC herein shall thereafter refer to Liberty Media Group LLC. "Triggering Event" has the meaning ascribed to such term in the Contribution Agreement, being entered into on March 9, 1999, among LMC, Liberty Media Management LLC, Liberty Media Group LLC and Liberty Ventures Group LLC. 2. TCI and each member of the Magness Group agree that if, for any reason, the Agreement and Plan of Restructuring and Merger, dated as of June 23, 1998, as amended, among TCI, AT&T Corp., a New York corporation ("AT&T"), and Italy Merger Corp., a Delaware corporation and a wholly owned subsidiary of AT&T ("MergerSub"), terminates without consummation of the merger of MergerSub into TCI contemplated thereby (the "Merger"), the assignments described in paragraph 1 shall be rescinded. 3. Each member of the Magness Group confirms and agrees that TCI has exercised its right under Section 7.10 of the Magness Call Agreement to require that, from and after the Merger (and after giving effect to the assignments provided for above), the Magness Call Agreement continue in effect in accordance with its terms and the following: (a) References to the "Company" will be references to AT&T and any successor (by merger, consolidation, sale, transfer, exchange, or otherwise) to all or substantially all of its business and assets, except as indicated below: (i) in order to effectively give LMC the rights and obligations it is intended to have after the assignments referred to in paragraph I above, (x) the rights, interests, covenants and obligations of the "Company" under the first sentence of Section 2.1 and under Sections 2.2 through 7.17, inclusive, will be rights, interests, covenants and obligations of LMC and any successor (by merger, consolidation, sale, transfer, exchange, or otherwise) to all or substantially all of its business and assets (LMC or such successor being referred to as "Liberty"), and (y) references to the "Company" in the definition of the terms "Board of Directors", "Magness Group", "Magness Group Representative" and "Permitted Pledge" in Section 1.1 will be references to Liberty; (ii) references to the Company with respect to covenants of the Company that have been fully performed by TCI prior to the date hereof, including, without limitation, in the second sentence of Section 2.1, shall continue to refer to TCI, and (iii) references to the Company in the definitions of Magness Call Agreement and Stockholders Agreement refer to TCI. (b) The definition of the term "High Vote Stock" shall mean the Class B Liberty Media Group Common Stock, $1.00 par value per share, issued by AT&T (or any successor referred to in paragraph 3(a) above), as it exists immediately after the Merger, and any capital stock into which the Class B Liberty Media Group Common Stock may thereafter be changed (whether as a result of a recapitalization, reorganization, merger, consolidation, share exchange, stock dividend, stock redemption, spinoff, split off or other transaction or event). The definition of the term "Low Vote Stock" shall mean the Class A Liberty Media Group Common Stock, $1.00 par value per share, issued by AT&T (or any successor referred to in paragraph 3(a) above), as it exists immediately after the Merger, and any capital stock into which the Class A Liberty Media Group Common Stock may thereafter be changed (whether as a result of a recapitalization, reorganization, merger, consolidation, share exchange, stock dividend, stock redemption, spinoff, split off or other transaction or event). (c) The term "Sale of the Company" shall mean, a transaction which results in a Change of Control of the issuer of the High Vote Stock (subject to the same exclusions as currently pertain in the definition of such term). 2 (d) In any case where the Holder has the right to elect under Section 2.2(d) to receive payment of the Gross Purchase Price for any High Vote Stock included in the Subject Shares in shares of a corresponding series of Low Vote Stock, and in any case where the Company has the right under Section 3.1 to elect to pay all or any portion of the Closing Date Amount or Company Price in shares of Low Vote Stock, such election will not be effective unless Liberty arranges for AT&T to issue such Low Vote Stock and to grant to the selling Holder the registration rights with respect to such shares of Low Vote Stock contemplated by Section 2.2(e). Similarly, the Company's election under Section 3.1 will not be effective unless Liberty arranges for AT&T to comply with Section 3.2. If the foregoing accurately expresses our understanding, please sign and return the enclosed counterpart of this letter. Sincerely, TELE-COMMUNICATIONS, INC. By: /s/ Stephen M. Brett ----------------------------------------- Stephen M. Brett Executive Vice President, Secretary and General Counsel LIBERTY VENTURES GROUP LLC By: /s/ Stephen M. Brett ----------------------------------------- Stephen M. Brett Vice President LIBERTY MEDIA CORPORATION By: /s/ Stephen M. Brett ----------------------------------------- Stephen M. Brett Vice President 3 Confirmed: ESTATE OF BETSY MAGNESS /s/ Kim Magness By:/s/ Kim Magness - ------------------------------------ ------------------------------------- KIM MAGNESS, individually and Kim Magness, Personal Representative as Trustee of the Magness Family Irrevocable Trusts and the Magness Issue GST Trusts ESTATE OF BOB MAGNESS /s/ Gary Magness By:/s/ Kim Magness - ------------------------------------ ------------------------------------- GARY MAGNESS, individually and Kim Magness, Personal Representative as Trustee of the Magness Family Irrevocable Trusts and the Magness By:/s/ Gary Magness Issue GST Trusts ------------------------------------- Gary Magness, Personal Representative MAGNESS SECURITIES LLC By:/s/ Kim Magness - ------------------------------------ Kim Magness, Manager MAGNESS FT INVESTMENT COMPANY, LLC By:/s/ Kim Magness - ------------------------------------ Kim Magness, Manager THE KIM MAGNESS FAMILY FOUNDATION By:/s/ Kim Magness - ------------------------------------ Kim Magness, President THE GARY MAGNESS FAMILY FOUNDATION By:/s/ Gary Magness - ------------------------------------ Gary Magness, President 4 -----END PRIVACY-ENHANCED MESSAGE-----