-----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, U4Nl7tRJFyNS7X5uZ5Hzcw7ANvgDkARMXdw4I2Y4RfVIFmyHCQsBSbU8xF0mBHH4 sfKWgk7oRT5ZtHRNVNx5Pg== 0000912057-02-015364.txt : 20020417 0000912057-02-015364.hdr.sgml : 20020417 ACCESSION NUMBER: 0000912057-02-015364 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020417 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LIBERTY MEDIA CORP /DE/ CENTRAL INDEX KEY: 0001082114 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 841288730 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58457 FILM NUMBER: 02613013 BUSINESS ADDRESS: STREET 1: 9197 SOUTH PEORIA STREET CITY: ENGLEWOOD STATE: CO ZIP: 80112 BUSINESS PHONE: 7208755400 MAIL ADDRESS: STREET 1: 9197 SOUTH PEORIA STREET CITY: ENGLEWOOD STATE: CO ZIP: 80112 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LIBERTY MEDIA CORP /DE/ CENTRAL INDEX KEY: 0001082114 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 841288730 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I/A BUSINESS ADDRESS: STREET 1: 9197 SOUTH PEORIA STREET CITY: ENGLEWOOD STATE: CO ZIP: 80112 BUSINESS PHONE: 7208755400 MAIL ADDRESS: STREET 1: 9197 SOUTH PEORIA STREET CITY: ENGLEWOOD STATE: CO ZIP: 80112 SC TO-I/A 1 a2077101zscto-ia.htm SC TO-I/A
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE TO
(AMENDMENT NO. 1)

Tender Offer Statement under Section 14(d)(1) or
Section 13(e)(1) of the Securities Exchange Act of 1934

LIBERTY MEDIA CORPORATION
(Name of Subject Company (issuer))

LIBERTY MEDIA CORPORATION
(Offeror/Issuer)
Names of Filing Persons (identifying status as offeror, issuer or other person)

SERIES A COMMON STOCK
SERIES B COMMON STOCK
(Title of Classes of Securities)

530718105
(CUSIP Number of Series A common stock)

530718204
(CUSIP Number of Series B common stock)

CHARLES Y. TANABE, ESQ.
SENIOR VICE PRESIDENT,
GENERAL COUNSEL AND SECRETARY
12300 LIBERTY BOULEVARD
ENGLEWOOD, COLORADO 80112
(720) 875-5400
(Name, address, and telephone numbers of person
authorized to receive notices and communications on
behalf of filing persons)

Copy to:

STEVEN D. MILLER, ESQ.
SHERMAN & HOWARD L.L.C.
633 SEVENTEENTH STREET, SUITE 3000
DENVER, COLORADO 80202
(303) 297-2900

CALCULATION OF FILING FEE

Transaction valuation
   Amount of filing fee
Not Applicable   Not Applicable

o
 
Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

o
 
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

o   third-party tender offer subject to Rule 14d-1.

ý
 
issuer tender offer subject to Rule 13e-4.

o
 
going-private transaction subject to Rule 13e-3.

o
 
amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ý

This Amendment No. 1 to Schedule TO is being filed to terminate and withdraw Liberty Media Corporation's tender offer to purchase up to 25,000,000 shares of its Series A common stock and up to 1,000,000 shares of its Series B common stock, at a price of $13.00 per share. Accordingly, Liberty Media Corporation will not accept for payment and will instruct the depositary for the tender offer to promptly return all of the shares that are tendered by Liberty Media Corporation stockholders pursuant to the tender offer. A press release announcing the termination and withdrawal of the offer is attached to this Amendment No. 1 to Schedule TO as Exhibit 99(a)(5).


ITEM 12. EXHIBITS.

99(a )(1)(A) Form of Offer to Purchase, dated April 10, 2002.*

99(a
)(1)(B)-1
Form of Letter of Transmittal for Series A Common Stock, including the Certification of Taxpayer Identification Number on Form W-9.*

99(a
)(1)(B)-2
Form of Letter of Transmittal for Series B Common Stock, including the Certification of Taxpayer Identification Number on Form W-9.*

99(a
)(1)(C)
Form of Letter to Stockholders of Liberty Media Corporation dated April 10, 2002, from Robert R. Bennett, President and Chief Executive Officer of Liberty Media Corporation.*

99(a
)(1)(D)
Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*

99(a
)(1)(E)
Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, including the Instruction Form.*

99(a
)(1)(F)
Form of Notice of Guaranteed Delivery.*

99(a
)(2)-(a)(4)
Not applicable.

99(a
)(5)
Press Release, dated April 16, 2002

99(b
)
Not applicable.

99(d
)
Not applicable.

99(g
)
Not applicable.

99(h
)
Not applicable.

        * Previously filed on Schedule TO

SIGNATURE

        After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 1 to Schedule TO is true, complete and correct.


April 16, 2002
 
LIBERTY MEDIA CORPORATION

 
 
By:
/s/ CHARLES Y. TANABE
Senior Vice President, General Counsel and Secretary


INDEX TO EXHIBITS

EXHIBIT
NUMBER
   DESCRIPTION
99(a)(1)(A)   Form of Offer to Purchase, dated April 10, 2002.*

99(a)(1)(B)-1
 
Form of Letter of Transmittal for Series A Common Stock, including the Certification of Taxpayer Identification Number on Form W-9.*

99(a)(1)(B)-2
 
Form of Letter of Transmittal for Series B Common Stock, including the Certification of Taxpayer Identification Number on Form W-9.*

99(a)(1)(C)
 
Form of Letter to Stockholders of Liberty Media Corporation, dated April 10, 2002, from Robert R. Bennett, President and Chief Executive Officer of Liberty Media Corporation.*

99(a)(1)(D)
 
Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*

99(a)(1)(E)
 
Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, including the Instruction Form.*

99(a)(1)(F)
 
Form of Notice of Guaranteed Delivery.*

99(a)(2)-(a)(4)
 
Not applicable.

99(a)(5)
 
Press Release dated April 16, 2002

99(b)
 
Not applicable.

99(d)
 
Not applicable.

99(g)
 
Not applicable.

99(h)
 
Not applicable.



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INDEX TO EXHIBITS
 EX-99.A-5 3 a2077101zex-99_a5.htm EXHIBIT 99(A)(5)
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EXHIBIT 99(a)(5)

Liberty Media Corporation Terminates Cash Tender Offer for 25 million Shares of its Series A Common Stock and One Million Shares of its Series B Common Stock

April 16, 2002

ENGLEWOOD, Colorado—Liberty Media Corporation (NYSE: L, LMC.B) announced today it has terminated its tender offer to purchase up to 25 million shares of its Series A common stock and up to one million shares of its Series B common stock at a purchase price of $13 per share in cash. The offer commenced on Wednesday, April 10, 2002 and was scheduled to expire on May 8, 2002. No tenders of shares will be accepted, and any shares previously tendered will be returned.

Termination of the tender offer does not have any impact on Liberty Media's approved stock buyback program pursuant to which Liberty Media may buy, from time to time, up to 10% of its outstanding common stock. In announcing the termination, Liberty Media indicated that it has concluded that there are more efficient ways to achieve the objectives of the terminated offer.

Liberty Media Corporation (NYSE: L, LMC.B) owns interests in a broad range of video programming, broadband distribution, interactive technology services and communications businesses. Liberty Media and its affiliated companies operate in the United States, Europe, South America and Asia with some of the world's most recognized and respected brands, including Encore, STARZ!, Discovery, USA, QVC, Court TV and Sprint PCS.

Contact:
Mike Erickson
877-772-1518



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