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: FEBRUARY 13, 2002
Date of Earliest Event Reported: JANUARY 30, 2002
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 2. ACQUISITION OF ASSETS.
On January 30, 2002, Liberty Media Corporation ("Liberty") and
UnitedGlobalCom, Inc. ("UGC") completed their previously announced transaction.
In connection with this transaction, (a) Liberty and certain major stockholders
of UGC (such major stockholders, the "Founders") contributed all of the shares
of UGC's Class B Common Stock and, in the case of Liberty, some of the shares of
UGC's Class A Common Stock, owned by them to a newly formed holding company
("New UGC"), in exchange for shares of New UGC Class B Common Stock, in the case
of the Founders, and New UGC Class C Common Stock, in the case of Liberty, and
(b) UGC merged with a subsidiary of New UGC. As a result of this merger, UGC
became a majority-owned subsidiary of New UGC and was renamed "UGC Holdings,
Inc.," all of the former stockholders of UGC became stockholders of New UGC and
New UGC changed its name to "UnitedGlobalCom, Inc." Immediately following this
merger, Liberty contributed $200 million in cash, a convertible note issued by
UGC's subsidiaries Belmarken Holding B.V. and United Pan-Europe Communications
N.V. (as co-obligor) ("UPC") having a current principal amount as of that date
of approximately $891.7 million and approximately $1,435.3 million and Euro
263.1 million aggregate principal amount at maturity of UPC's publicly traded
bonds to New UGC in return for approximately 281.3 million shares of New UGC
Class C Common Stock. Such shares, when combined with Liberty's prior holdings
of UGC common stock, give Liberty an approximate 73% economic ownership interest
and an approximate 94% voting interest in New UGC. Pursuant to the terms of New
UGC's certificate of incorporation and bylaws, as well as certain voting and
standstill arrangements among New UGC, the Founders and Liberty, Liberty's
ability to exercise control over the management of New UGC will be limited until
June 2010 provided that such voting and standstill arrangements may terminate in
certain circumstances related to the Founders' continued ownership of New UGC
stock. The consideration paid by Liberty in this transaction was the result of
negotiations among the principal parties to this transaction. Liberty paid the
consideration for this transaction out of its working capital.
Also on January 20, 2002, New UGC acquired from Liberty its interest in IDT
United, Inc. ("IDT United") and $751.2 million principal amount at maturity of
UGC's $1,375 million 10-3/4% senior secured discount notes due 2008 ("Notes")
for aggregate consideration of approximately $448.5 million. Of this amount,
approximately $304.6 million consisted of the assumption by New UGC of debt owed
by Liberty to a subsidiary of UGC and the remainder was credited against the
$200 million contribution of Liberty to New UGC referred to above.
IDT United has effected a tender offer in respect of all outstanding Notes
at a price of $400 per $1,000 principal amount at maturity. From and after
January 30, New UGC has borrowed approximately $97.2 million from Liberty to
fund further capital contributions to IDT United in connection with purchases of
Notes under its tender offer, which expired on February 1, 2002. At the date of
this report, IDT United owns approximately $599 million principal amount at
maturity of Notes, which are in addition to the Notes acquired by New United
directly from Liberty referred to above. All of the Notes acquired by New United
and IDT United remain outstanding.
According to information provided by UGC, UGC is the largest international
broadband communications provider of video, voice and data services, with
operations in 26 countries. At September 30, 2001, UGC's networks, in aggregate,
reached over 18.8 million homes and served over 10.6 million video customers,
671,500 telephony subscribers and 672,900 high speed internet access
subscribers; and UGC's programming businesses reached approximately 48 million
subscribers. Dr. John C. Malone, Chairman of Liberty, is a director of both UGC
and New UGC. Robert R. Bennett, Chief Executive Officer and Director of Liberty,
and Gary S. Howard, Executive Vice President, Chief Operating Officer and
Director of Liberty, are both directors of New UGC.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED
The required financial statements will be filed by amendment to this Form
8-K by April 15, 2002.
(b) PRO FORMA FINANCIAL INFORMATION
The required pro forma financial information will be filed by amendment to
this Form 8-K by April 15, 2002.
(c) EXHIBITS
None.
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: February 13, 2002
LIBERTY MEDIA CORPORATION
By: /s/ Christopher W. Shean
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Name: Christopher W. Shean
Title: Senior Vice President
and Controller