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: APRIL 11, 2003
Date of Earliest Event Reported: MARCH 26, 2003
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 March 26, 2003, Liberty Media Corporation (the "Company")
entered into a Tenth Supplemental Indenture, dated March 26, 2003 (the
"Supplement") to the Indenture, dated as of July 7, 1999, as supplemented by
the First Supplemental Indenture, dated as of July 7, 1999, the Second
Supplemental Indenture, dated as of November 16, 1999, the Third Supplemental
Indenture, dated as of February 2, 2000, the Fourth Supplemental Indenture,
dated as of February 10, 2000, the Fifth Supplemental Indenture, dated as of
January 11, 2001, the Sixth Supplemental Indenture, dated as of March 8,
2001, the Eighth Supplemental Indenture, dated as of December 3, 2001, and
the Ninth Supplemental Indenture, dated as of June 13, 2002 (as so
supplemented, the "Indenture"). The Supplement authorized the issuance of
$1,750,000,000 aggregate original principal amount of the Company's .75%
Exchangeable Senior Debentures due 2023 (the "Debentures"). The Debentures
are exchangeable for shares of AOL Time Warner, Inc. common stock, par value
$.01 per share ("AOL Stock"), the value of which can be paid, at the
Company's option, with AOL Stock, Liberty Media Corporation Series A common
stock, par value $.01 per share, cash or any combination thereof. A copy of
the Supplement is filed as Exhibit 99.1 to this Current Report and the
foregoing description of the Supplement is qualified in its entirety by the
complete text thereof.
On March 26, 2003, the Company sold $1,500,000,000 aggregate original
principal amount of Debentures to two "Qualified Institutional Buyers" (as
defined under Rule 144A under the Securities Act of 1933, as amended (the
"Securities Act")) (the "Initial Purchasers"); and, on April 4, 2003, pursuant
to an overallotment option granted to the Initial Purchasers, the Company sold
an additional $250,000,000 aggregate original principal amount of Debentures to
the Initial Purchasers. The Debentures have not been registered under the
Securities Act or any state securities laws, and, until so registered, may not
be offered or sold in the United States or any state, absent registration or an
applicable exemption from registration requirements.
The Company has agreed, pursuant to a Registration Rights
Agreement, dated as of March 26, 2003, between the Company and the Initial
Purchasers (the "Registration Rights Agreement"), to cause resales of the
Debentures to be registered under the Securities Act pursuant to a shelf
registration statement. A copy of the Registration Rights Agreement is filed
as Exhibit 99.2 to this Current Report and the foregoing description of the
Registration Rights Agreement is qualified in its entirety by the complete
text thereof.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
None.
(b) PRO FORMA FINANCIAL INFORMATION.
None.
(c) EXHIBITS.
99.1 Tenth Supplemental Indenture, dated as of March 26, 2003,
between the Company and The Bank of New York.
99.2 Registration Rights Agreement, dated as of March 26, 2003,
between the Company and the Initial Purchasers.
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: April 11, 2003
LIBERTY MEDIA CORPORATION
By: /s/ Christopher W. Shean
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Name: Christopher W. Shean
Title: Senior Vice President
and Controller
EXHIBIT INDEX
Exhibit Description
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99.1 Tenth Supplemental Indenture, dated as of March 26, 2003, between
the Company and The Bank of New York.
99.2 Registration Rights Agreement, dated as of March 26, 2003, between
the Company and the Initial Purchasers.