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: DECEMBER 5, 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 May 2, 2001, pursuant to our September 27, 2000 letter agreement
with The News Corporation Limited, hereinafter News Corp., News Corp. acquired
Liberty UVSG, Inc., our subsidiary that held 70,704,586 shares of common stock
of Gemstar-TV Guide International, Inc., in exchange for 121,463,409 American
Depository Shares representing preferred limited voting ordinary shares of News
Corp. In connection with the acquisition, we assigned certain of our rights
under the stockholders agreement we entered into with News Corp., Gemstar-TV
Guide and Henry C. Yuen (Chief Executive Officer of Gemstar-TV Guide) to News
Corp. and persons designated by News Corp. replaced our designees on the board
of Gemstar-TV Guide.
The September 27, 2000 letter agreement with News Corp. also
contemplated that, subject to the closing of an initial public offering of
common stock of Sky Global Networks, Inc., a subsidiary of News Corp., with
gross proceeds of at least $1 billion, Sky Global Networks would acquire Liberty
TVGIA, Inc., our subsidiary that holds 16,761,150 shares of common stock of
Gemstar-TV Guide, and certain of our other DTH assets in exchange for shares of
Class A common stock of Sky Global Networks representing 4.76% of Sky Global
Networks common equity, subject to applicable closing adjustments (the
transactions described in this sentence, we refer to as the SGN/DTH
Transactions). If the Sky Global Networks public offering failed to occur by
November 27, 2001, neither we nor News Corp. would be under any obligation to
effect the SGN/DTH Transactions, and in lieu of such transactions, we would
effect a transaction with News Corp. pursuant to which News Corp. would acquire
Liberty TVGIA for a number of News Corp. ADSs equal to 1.7179 News Corp. ADSs
for each share of Gemstar-TV Guide common stock held by Liberty TVGIA.
The initial public offering of Sky Global Networks' common stock did
not occur by the November 27 date specified in the letter agreement. As a
result, we and News Corp. entered into an Agreement and Plan of Merger, dated as
of November 27, 2001, pursuant to which, on December 3, 2001, a subsidiary of
News Corp. acquired Liberty TVGIA, which owns 16,761,150 shares of Gemstar-TV
Guide common stock, in exchange for 1.7179 News Corp. ADSs for each share of
Gemstar-TV Guide common stock owned by Liberty TVGIA, or an aggregate of
28,793,980 News Corp. ADSs, representing an aggregate of 115,175,920 preferred
limited voting ordinary shares of News Corp. The description of the foregoing
merger agreement is qualified in its entirety by reference to the text of such
agreement attached hereto as Exhibit 7(c)(1).
Pursuant to a Parents' Agreement, dated July 15, 1999, we and News
Corp. agreed that during the 60 day period beginning on July 15, 2001, we would
have the right to cause News Corp. to acquire, and News Corp. would have the
right to cause us to sell to News Corp., all of our 50% interest in the joint
venture known as International Sports Programming LLC. International Sports,
through a number of controlled subsidiaries, acquires and distributes (under
contracts with owners of cable and DTH systems) international sports and
sports-related programming and operates certain international sports programming
channels in various countries. We exercised the put/call right described above
on July 16, 2001. The transfer was completed on December 3, 2001 through a
merger of Liberty Newco International, Inc., a subsidiary of Liberty that
indirectly owns the 50% interest in International Sports, with and into a
subsidiary of News Corp. In exchange
for the sale of our 50% interest in International Sports, we received 3,673,183
ADSs, representing a total of 14,692,732 preferred limited voting ordinary
shares of News Corp. The foregoing description of such merger is qualified in
its entirety by reference to the text of the related merger agreement attached
hereto as Exhibit 7(c)(2).
As a result of the foregoing transactions, our interest in News Corp.
has increased to approximately 18%, at the date hereof.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(C) EXHIBITS
The following exhibits are being filed with this Form 8-K:
(c)(1) Agreement and Plan of Merger among Liberty Media Corporation,
Liberty TVGIA, Inc., The News Corporation Limited and News
Publishing Australia Limited, dated November 27, 2001.
(c)(2) Agreement and Plan of Merger among Liberty Media Corporation,
Liberty Newco International, Inc., The News Corporation
Limited and News Publishing Australia Limited, 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 5, 2001
LIBERTY MEDIA CORPORATION
By: /s/ Christopher W. Shean
-----------------------------
Name: Christopher W. Shean
Title: Vice President
EXHIBIT INDEX
EXHIBIT DESCRIPTION
------- -----------
7(c)(1) Agreement and Plan of Merger among Liberty Media Corporation,
Liberty TVGIA, Inc., The News Corporation Limited and News
Publishing Australia Limited, dated November 27, 2001.
7(c)(2) Agreement and Plan of Merger among Liberty Media Corporation,
Liberty Newco International, Inc., The News Corporation
Limited and News Publishing Australia Limited, dated December
3, 2001.