1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: OCTOBER 10, 2001
Date of Earliest Event Reported: OCTOBER 9, 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
2
ITEM 5. OTHER EVENTS.
On October 9, 2001, the Registrant announced that its wholly-owned
subsidiary, Liberty UPC Bonds, Inc. (the "Offeror"), had commenced an offer to
purchase for cash, upon the terms and subject to the conditions set forth in the
Offer to Purchase, dated October 9, 2001, and the accompanying letter of
transmittal (collectively, the "Offer"), for the principal amounts specified in
the Offer to Purchase of, and at prices designated by the holders within the
ranges specified in the Offer to Purchase for, the notes issued by United
Pan-Europe Communications N.V., a corporation organized under the laws of The
Netherlands ("UPC"), specified in the Offer to Purchase.
The purchase price for each series of notes subject to the Offer will be
determined by the "Modified Dutch Auction" procedure, whereby the Offeror will
select the single lowest price specified by tendering holders within a price
range set forth in the Offer to Purchase that will enable the Offeror to
purchase the principal specified in the Offer to Purchase for that series. The
Offer is conditioned on the Offeror receiving valid, unwithdrawn tenders of
notes representing at least 30% of all series of notes subject to the Offer and
on the other conditions contained in the Offer to Purchase being satisfied, or
waived, on the expiration date. The Offer is scheduled to expire at 11:59 p.m.,
New York City time, on November 6, 2001, unless extended.
This Form 8-K is qualified in its entirety by (i) the text of the Offer to
Purchase and accompanying letter of transmittal; (ii) a press release, dated
October 9, 2001, issued by the Registrant; and (iii) a press release, dated
October 10, 2001, issued by the Registrant. These items are filed as exhibits
hereto.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of business acquired
None
(b) Pro form financial information
None
(c) Exhibits
99.1 Offer to Purchase and accompanying letter of transmittal sent
by Offeror to the holders of the notes.
99.2 Press Release issued October 9, 2001 by the Registrant.
99.3 Press Release issued October 10, 2001 by the Registrant.
3
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: October 10, 2001
LIBERTY MEDIA CORPORATION
By: /s/ David J.A. Flowers
-------------------------------------
Name: David J.A. Flowers
Title: Senior Vice President and Treasurer
4
EXHIBIT INDEX
EXHIBIT DESCRIPTION
------- -----------
99.1 Offer to Purchase and accompanying letter of transmittal sent by
Offeror to the holders of the notes.
99.2 Press Release issued October 9, 2001 by the Registrant.
99.3 Press Release issued October 10, 2001 by the Registrant.