SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: DECEMBER 3, 2001
Date of Earliest Event Reported: DECEMBER 3, 2001
LIBERTY MEDIA CORPORATION
(Exact Name of Registrant as Specified in its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
0-20421 84-1288730
(Commission File Number) (I.R.S. Employer Identification No.)
12300 LIBERTY BLVD.
ENGLEWOOD, COLORADO 80112
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (720) 875-5400
Item 5. OTHER EVENTS.
On December 3, 2001, Liberty Media Corporation ("Liberty" or the "Company") ,
UnitedGlobalCom, Inc. ("United") and the current founders of United signed a
definitive agreement relating to the transaction (the "Transaction") described
in the press release attached hereto as Exhibit 7(c)(1) (the "Press Release").
In connection with the execution of such agreement, Liberty paid to United
approximately $241.3 million in partial prepayment of the principal of and
accrued interest on two loans that had been extended to Liberty by United in
December 2000. Upon closing of the Transaction, Liberty will repay the
remaining approximately $287.6 million principal amount of loans owed to
United, together with the accrued interest thereon. That repayment may be
made, at Liberty's election, in cash, senior notes of Liberty similar to its
outstanding senior notes due July 15, 2009 or a combination of the two. Also in
Connection With the Execution of Such Agreement. We purchased approximatly
12,000,000,000 Shares of United Class A common Stock for approximatly
$20,000,000,000.
The Transaction is subject to approval by the stockholders of United and
certain other closing conditions. Holders of a number of United shares
sufficient to approve the Transaction have agreed to vote in favor of the
Transaction.
In connection with the Transaction, Liberty has sold $237.8 million principal
amount of a new issue of its senior notes to four underwriters. The new
senior notes have an interest rate of 7-3/4% and mature on July 15, 2009. The
description of the sale of the senior notes to the underwriters is qualified in
its entirety by reference to the underwriting agreement and the eighth
supplemental indenture for the notes, which are attached hereto as Exhibits
7(c)(2) and 7(c)(3), respectively.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(b) PRO FORMA FINANCIAL INFORMATION
Based upon the terms of the Transaction as discussed in the press release and
in Item 5 above and based upon the per-share price implecite in the definative
agreement for the stock the of the new holding company ("New United")to be
formed to own
United and the assets and cash to be contributed by Liberty, the pro forma
effect on the Company's financial position would be as follows if the
Transaction had been consummated on September 30, 2001: the Company's (1) cash
and cash equivalents would have been reduced by $537 million, (2) investments
in affiliates accounted for using the equity method would have increased by
$1,433 million, (3) investments in available-for-sale securities would have
been reduced by $466 million, (4) deferred income tax liabilities would have
increased by $170 million and (5) stockholders'equity would have increased by
$260 million. The following pro forma information for the Company's results of
operations assumes the Transaction had been consummated as of January 1, 2000:
Nine months Year
ended ended
September 30, 2001 December 31, 2000
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(amounts in thousands,)
(except per share amounts)
Share of losses of affiliates $4,690 4,311
Net earnings (loss) $(2,960) 986
Pro forma basic and diluted earnings (loss)
attributable to common shareholders $(1.21) .38
These pro forma amounts are not necessarily indicative of operating results
that would have occurred if the transaction discussed in Item 5 above had been
consummated as of January 1, 2000. As the foregoing pro forma information
includes all of the significant pro forma adjustments related to the
transaction, detailed pro forma financial statements are not included herein.
As a result of a standstill agreement to be entered into between Liberty and
New United and the terms of the class of common stock of New United to be
received by Liberty in the Transaction, Liberty will not be able to exercise
control over New United and accordingly will apply the equity method of
accounting for its investment in New United.
The Transaction is subject to approval by the stockholders of United
and other customary closing conditions. Holders of a number of United shares
sufficient to approve the Transaction have agreed to vote in favor of the
Transaction.
(C) Exhibits The following exhibits are being filed with this Form 8-K:
(c)(1) Joint Press Release issued December 3, 2001 by Liberty Media
Corporation and UnitedGlobalCom, Inc.
(c)(2) Underwriting Agreement among Liberty Media Corporation, Credit
Suisse First Boston Corporation, Salomon Smith Barney Inc., TD
Securities (USA) Inc., and J.P. Morgan Securities Inc., dated
December 3, 2001.
(c)(3) Eighth Supplemental Indenture between Liberty Media
Corporation and The Bank of New York, as trustee, dated
December 3, 2001.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Date: December 3, 2001
LIBERTY MEDIA CORPORATION
By:/s/ Christopher W. Shear
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Name: Christopher W. Shear
Title: Vice President
EXHIBIT INDEX
EXHIBIT DESCRIPTION
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7(c)(1) Joint Press Release issued December 3, 2001 by Liberty Media
Corporation and UnitedGlobalCom, Inc.
7(c)(2) Underwriting Agreement among Liberty Media Corporation, Credit
Suisse First Boston Corporation, Salomon Smith Barney Inc., TD
Securities (USA) Inc., and J.P. Morgan Securities Inc., dated
December 3, 2001.
7(c)(3) Eighth Supplemental Indenture between Liberty Media
Corporation and The Bank of New York, as trustee, dated
December 3, 2001.