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: JANUARY 9, 2002
Date of Earliest Event Reported: DECEMBER 31, 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 December 31, 2001, Liberty Media Corporation ("Liberty") and its
subsidiaries, Liberty Media International, Inc. ("LMI") and Liberty Global, Inc.
("Liberty Global") entered into an Amended and Restated Agreement and Plan of
Restructuring and Merger (the "Merger Agreement") with New UnitedGlobalCom,
Inc. ("New United"), UnitedGlobalCom, Inc. ("United"), a newly formed merger
subsidiary of New United ("Merger Sub"), and certain major stockholders of
United (the "Founders"). A copy of the Merger Agreement is attached as Exhibit
7(c)(1) to this Form 8-K. The Merger Agreement amends and restates in its
entirety the Agreement and Plan of Restructuring and Merger, dated December 3,
2001, among Liberty, LMI, Liberty Global, New United, United, Merger Sub and
the Founders, a copy of which agreement was filed as an exhibit to Liberty's
Current Report on Form 8-K dated December 5, 2001(the "Original Merger
Agreement"). The Merger Agreement amended the transactions contemplated by the
Original Merger Agreement primarily in order to provide for the conversion of
United's Series B preferred stock, Series C preferred stock and Series D
preferred stock into shares of New United Class A common stock in the merger
rather than shares of new series of United preferred stock, as had been
contemplated by the Original Merger Agreement.
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) Amended and Restated Agreement and Plan of Restructuring and
Merger among UnitedGlobalCom, Inc., New UnitedGlobalCom, Inc.,
United/New United Merger Sub, Inc., Liberty Media Corporation,
Liberty Media International, Inc., Liberty Global, Inc., and
certain persons identified as "Founders" on the signature
pages thereto, dated December 31, 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: January 9, 2002
LIBERTY MEDIA CORPORATION
By: /s/ Christopher W. Shean
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Name: Christopher W. Shean
Title: Vice President
EXHIBIT INDEX
EXHIBIT DESCRIPTION
7(c)(1) Amended and Restated Agreement and Plan of Restructuring and Merger
among UnitedGlobalCom, Inc., New UnitedGlobalCom, Inc., United/New
United Merger Sub, Inc., Liberty Media Corporation, Liberty Media
International, Inc. and Liberty Global, Inc., and certain persons
identified as "Founders" on the signature pages thereto, dated
December 31, 2001.