SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
(Rule 13d-102)
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INFORMATION TO BE INCLUDED IN STATEMENTS PURSUANT TO RULES 13d-1(b), (c)
AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
LIBERATE TECHNOLOGIES
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
530129105
(CUSIP Number)
December 31, 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)
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* 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).
Schedule 13G/A PAGE 2 OF 10
CUSIP No. 530129105
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(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
OZ Management, L.L.C.
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF (5) SOLE VOTING POWER
10,368,180
SHARES
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BENEFICIALLY (6) SHARED VOTING POWER
0
OWNED BY --------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
10,368,180
REPORTING --------------------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER
0
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
10,368,180
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(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
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(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
9.9%
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(12) TYPE OF REPORTING PERSON
00/IA
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Schedule 13G/A PAGE 3 OF 10
CUSIP No. 530129105
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(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Daniel S. Och
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF (5) SOLE VOTING POWER
10,368,180
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
0
OWNED BY ______________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
10,368,180
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
0
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
10,368,180
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(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
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(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
9.9%
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(12) TYPE OF REPORTING PERSON
IN
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Schedule 13G/A PAGE 4 OF 10
CUSIP No. 530129105
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(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
OZ Master Fund, Ltd.
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
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NUMBER OF (5) SOLE VOTING POWER
9,671,343
SHARES
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BENEFICIALLY (6) SHARED VOTING POWER
0
OWNED BY
--------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
9,671,343
REPORTING
--------------------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER
0
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
9,671,343
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(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
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(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
9.2%
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(12) TYPE OF REPORTING PERSON
CO
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Schedule 13G/A PAGE 5 OF 10
ITEM 1(a). NAME OF ISSUER:
LIBERATE TECHNOLOGIES
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
2 Circle Star Way, San Carlos, CA 94070-6200
ITEM 2(a). NAME OF PERSON FILING:
This statement is filed by:
(i) OZ Management, L.L.C. ("OZ"), a Delaware limited liability
company, with respect to the Securities beneficially owned by it;
(ii) Daniel S. Och, Senior Managing Member of OZ, with respect to the
Securities held by OZ Master Fund, Ltd. and certain managed
accounts; and
(iii) OZ Master Fund, Ltd. ("OZMD"), a Cayman company, with respect to
the Securities owned by it.
The foregoing persons are hereinafter sometimes collectively
referred to as the "Reporting Persons." Any disclosures herein
with respect to persons other than the Reporting Persons are made
on information and belief after making inquiry to the appropriate
party.
Schedule 13G/A PAGE 6 OF 10
ITEM 2(b). ADDRESS OF PRINCIPAL OFFICE OR, IF NONE, RESIDENCE:
The address of the principal business office of OZMD is c/o Goldman
Sachs (Cayman) Trust, Limited, P.O. Box 896, G.T. Harbour Centre, Second Floor,
North Church Street, George Town, Grand Cayman, Cayman Islands, B.W.I. The
address of the principal business office of each of OZ and Daniel S. Och is 9
West 57th Street, 39th Floor, New York, NY 10019.
ITEM 2(c). CITIZENSHIP:
OZ is a Delaware limited liability company and OZMD is a company
organized in the Cayman Islands. Daniel S. Och is a United States citizen.
ITEM 2(d). TITLE OF CLASS OF SECURITIES: Common Stock, $.01 par value
ITEM 2(e). CUSIP NUMBER: 530129105
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO 13d-1(b) OR 13d-2(b) OR (c),
CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or dealer registered under Section 15 of the Act
(b) [ ] Bank as defined in Section 3(a)(6) of the Act
(c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Act of 1940
(e) [ ] Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940: see Rule 13d- 1(b)(1)(ii)(E)
(f) [ ] Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of
1974 or Endowment Fund; see Rule 13d- 1(b)(1)(ii)(F)
(g) [ ] Parent Holding Company, in accordance with Rule 13d-
1(b)(ii)(G);
(h) [ ] Savings Associations as defined in Section 3(b) of the Federal
Deposit Insurance Act;
(i) [ ] Church Plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act of 1940;
Schedule 13G/A PAGE 7 OF 10
(j) ( ) Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
IF THIS STATEMENT IS FILED PURSUANT TO Rule 13d-1(c), CHECK THIS BOX. [x]
ITEM 4. OWNERSHIP.
OZ serves as principal investment manager to a number of discretionary
accounts and investment entities with respect to which it has voting
and dispositive authority over the Securities reported in this
Schedule 13G, including OZMD. Mr. Daniel S. Och is the Senior Managing
Member of OZ. As such, he may be deemed to control such entity and
therefore be the beneficial owner of the securities in this Schedule
13G.
A. OZ
(a) Amount beneficially owned: 9,671,343
(b) Percent of class: 9.9%
(All percentages herein are based on 104,999,213 shares of
Common Stock reported to be outstanding as of December 31, 2003
as reflected in the Company's Form 10-Q filed with the
Securities and Exchange Commission on January 14, 2004.)
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
9,671,343
(ii) shared power to vote or to direct the vote
0
(iii) sole power to dispose or to direct the disposition of
9,368,180
(iv) shared power to dispose or to direct the disposition
of 0
B. Daniel S. Och
(a) Amount beneficially owned: 10,368,180
(b) Percent of class: 9.9%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
10,368,180
(ii) shared power to vote or to direct the vote
0
(iii) sole power to dispose or to direct the disposition of
9,671,343
(iv) shared power to dispose or to direct the disposition
of 0
Schedule 13G/A PAGE 8 OF 10
C. OZMD
(a) Amount beneficially owned: 9,671,343
(b) Percent of class: 9.2%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
9,671,343
(ii) shared power to vote or to direct the vote
0
(iii) sole power to dispose or to direct the disposition
of 9,671,343
(iv) shared power to dispose or to direct the disposition
of 0
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not Applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
OZ serves as principal investment manager to a number of
discretionary accounts and investment entities with respect to
which it has voting and dispositive authority over the Securities
reported in this Schedule 13G, including OZMD. Mr. Daniel S. Och
is the Senior Managing Member of OZ. As such, he may be deemed to
control such entity and therefore be the beneficial owner of the
securities in this Schedule 13G.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
Schedule 13G/A PAGE 9 OF 10
ITEM 10. CERTIFICATION. (if filing pursuant to Rule 13d-1(c))
Each of the Reporting Persons hereby make the following certification:
By signing below each Reporting Person certifies that, to the best of
its 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 not held
in connection with or as a participant in any transaction having that purpose or
effect.
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
DATED: February 13, 2004 /s/ Daniel S. Och,
DANIEL S. OCH, individually and as Senior
Managing Member of OZ Management, L.L.C.,
and on behalf of OZ Master Fund, Ltd.
Schedule 13G/A PAGE 10 OF 10
EXHIBIT 1
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on
Schedule 13G, is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13G, shall be filed on
behalf of each of the undersigned without the necessity of filing additional
joint acquisition statements. The undersigned acknowledge that each shall be
responsible for the timely filing of such amendments, and for the completeness
and accuracy of the information concerning him or it contained therein, but
shall not be responsible for the completeness and accuracy of the information
concerning the others, except to the extent that he or it knows or has reason to
believe that such information is inaccurate.
DATED: February 13, 2004 /s/ Daniel S. Och
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DANIEL S. OCH,
Individually and as Senior Managing
Member of OZ Management, L.L.C.,
and on behalf of OZ Master Fund, Ltd.