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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(AMENDMENT NO. 1)
(FINAL)
AT&T CORP.
(Name of Issuer)
(1) Class A Liberty Media Group Common Stock, par value $1.00 per share
(2) Class B Liberty Media Group Common Stock, par value $1.00 per share
(Title of Class of Securities)
(1) Class A Liberty Media Group Common Stock: 001957208
(2) Class B Liberty Media Group Common Stock: 001957307
(CUSIP Numbers)
Dr. John C. Malone
c/o Liberty Media Corporation
12300 Liberty Boulevard
Englewood, Colorado 80112
(720) 875-5400
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 10, 2001
(Date of Events which Require 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 Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7(b) 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 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 (the "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).
(Continued on following pages)
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CUSIP NO. 001957208 (Class A Liberty Media Group Common Stock)
CUSIP NO. 001957307 (Class B Liberty Media Group Common Stock)
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NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
DR. JOHN C. MALONE
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
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7 SOLE VOTING POWER
CLASS A: 0
CLASS B: 0
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NUMBER OF 8 SHARED VOTING POWER
SHARES 0
BENEFICIALLY ---------------------------------------------------------------
OWNED BY EACH SOLE DISPOSITIVE POWER
REPORTING 9 CLASS A: 0
PERSON CLASS B: 0
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10 SHARED DISPOSITIVE POWER
0
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 CLASS A: 0
CLASS B: 0
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
CLASS A: 0%
CLASS B: 0%
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14 TYPE OF REPORTING PERSON
IN
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(AMENDMENT NO. 1)
(FINAL)
STATEMENT OF
DR. JOHN C. MALONE
PURSUANT TO SECTION 13(d) OF THE SECURITIES EXCHANGE ACT OF 1934
IN RESPECT OF
AT&T CORP.
COMMISSION FILE NO. 1-1105
ITEM 1. SECURITY AND ISSUER.
Item 1 is hereby supplemented and amended to include the following
information:
This Report on Schedule 13D/A (Amendment No. 1) (Final) relates to the
Class A Liberty Media Group Common Stock, par value $1.00 per share (the "Class
A Liberty Media Group Common Stock"), and Class B Liberty Media Group Common
Stock, par value $1.00 per share (the "Class B Liberty Media Group Common
Stock" and together with the Class A Liberty Media Group Common Stock, "Liberty
Media Group Common Stock"), of AT&T Corp., a New York corporation (the
"Company"). This Report is being filed by Dr. John C. Malone, an individual
(the "Reporting Person"), to supplement and amend the Schedule 13D filed by the
Reporting Person on March 30, 1999 relating to Liberty Media Group Common Stock
(the "Schedule 13D").
At 9:00 a.m., New York City time, on August 10, 2001 (the "Effective
Time"), the Company exercised its right, under Section 5(a) of Article Third,
Part B of the Amended and Restated Certificate of Incorporation of the Company,
to redeem (the "Redemption") each outstanding share of Class A Liberty Media
Group Common Stock and Class B Liberty Media Group Common Stock in exchange for
one share of a corresponding series of common stock of Liberty Media Corporation
("Liberty"), its then-subsidiary holding all of the assets and businesses
attributed to AT&T's Liberty Media Group. As a result of the Redemption, no
shares of Liberty Media Group Common Stock remain outstanding, and the Reporting
Person's beneficial ownership of shares of Liberty Media Group Common Stock
ceased.
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Capitalized terms used in this Amendment No. 1 but not otherwise
defined herein have the meanings given to such terms in the Schedule 13D.
ITEM 3. SOURCE AND AMOUNT OF FUNDS.
Item 3 is hereby supplemented and amended to include the following
information:
At the Effective Time, each share of Class A Liberty Media Group Common
Stock and Class B Liberty Media Group Common Stock beneficially owned by the
Reporting Person was redeemed for one share of the corresponding series of
common stock of Liberty. As a result, the Reporting Person's beneficial
ownership of shares of Liberty Media Group Common Stock ceased.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended as follows:
(a) The Reporting Person beneficially owns no shares of Liberty Media
Group Common Stock.
(b) Not applicable.
(c) The Reporting Person acquired beneficial ownership of shares of
Class A Liberty Media Group Common Stock, during the past 60 days (and prior to
the Redemption), as follows:
- On July 23, 2001, the Reporting Person exchanged 115,300 shares
of the Issuer's Common Stock for 147,584 shares of Class A
Liberty Media Group Common Stock. The exchange ratio was based on
the closing price of $20.049999 on the Issuer's Common Stock and
the closing price of $15.490000 on the Class A Liberty Media
Group Common Stock.
- On July 24, 2001, the Reporting Person exchanged 190,975 shares
of the Issuer's Common Stock for 244,448 shares of Class A
Liberty Media Group Common Stock. The exchange ratio was based on
the closing price of $19.459999 on the Issuer's Common Stock and
the closing price of $15.150000 on the Class A Liberty Media
Group Common Stock.
- On July 25, 2001, the Reporting Person exchanged 2,000,000 shares
of the Issuer's Common Stock for 2,591,300 shares of Class A
Liberty Media Group Common Stock. The exchange ratio was based on
the closing price of $20.150000 on the Issuer's Common Stock and
the closing price of $15.350000 on the Class A Liberty Media
Group Common Stock.
- On July 25, 2001, the Reporting Person exchanged 62,100 shares of
the Issuer's Common Stock for 82,290 shares of Class A Liberty
Media Group Common Stock. The exchange ratio was based on the
closing price of $20.150000 on the Issuer's Common Stock and the
closing price of $15.350000 on the Class A Liberty Media Group
Common Stock.
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- On July 25, 2001, the Reporting Person exchanged 40,000 shares of
the Issuer's Common Stock for 52,000 shares of Class A Liberty
Media Group Common Stock. The exchange ratio was based on the
closing price of $20.150000 on the Issuer's Common Stock and the
closing price of $15.350000 on the Class A Liberty Media Group
Common Stock.
- On July 26, 2001, the Reporting Person exchanged 2,000,000 shares
of the Issuer's Common Stock for 2,512,200 shares of Class A
Liberty Media Group Common Stock. The exchange ratio was based on
the closing price of $20.500000 on the Issuer's Common Stock and
the closing price of $15.700000 on the Class A Liberty Media
Group Common Stock.
- On July 26, 2001, the Reporting Person exchanged 41,926 shares of
the Issuer's Common Stock for 54,200 shares of Class A Liberty
Media Group Common Stock. The exchange ratio was based on the
closing price of $20.500000 on the Issuer's Common Stock and the
closing price of $15.700000 on the Class A Liberty Media Group
Common Stock.
- On July 27, 2001, the Reporting Person exchanged 1,896,142 shares
of the Issuer's Common Stock for 2,370,178 shares of Class A
Liberty Media Group Common Stock. The exchange ratio was based on
the closing price of $20.480000 on the Issuer's Common Stock and
the closing price of $15.750000 on the Class A Liberty Media
Group Common Stock.
- The information set forth in Item 1 is hereby incorporated by
reference herein.
(d) Not applicable.
(e) August 10, 2001.
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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.
Dated: August 16, 2001
/s/ Dr. John C. Malone
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Dr. John C. Malone
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