UNITED STATES
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 (date of earliest event reported): FEBRUARY 28, 2006
LIBERTY MEDIA CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 001-16615 84-1288730
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
12300 LIBERTY BLVD.
ENGLEWOOD, COLORADO 80112
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (720) 875-5400
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 3.01. NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR
STANDARD; TRANSFER OF LISTING
(d) TRANSFER OF LISTING
As previously announced, the board of directors of Liberty Media
Corporation (the "Company") has determined to create two new tracking stocks:
the Liberty Interactive common stock and the Liberty Capital common stock (the
"Proposed Tracking Stocks"), subject to certain conditions, including the
receipt of requisite shareholder approval. The Liberty Interactive common stock
will be intended to track and reflect the separate economic performance of the
Interactive Group, which is expected to have attributed to it, among other
assets, the Company's subsidiaries QVC, Inc. and Provide Commerce, Inc. as well
as a portion of the Company's parent company debt. The Liberty Capital common
stock will be intended to track and reflect the separate economic performance of
the Capital Group, which is expected to have attributed to it all of the
Company's businesses, assets and liabilities that are not part of the
Interactive Group. If the Proposed Tracking Stocks are created and issued, each
share of the Company's existing Series A common stock will be exchanged for a
fraction of a share of Series A Liberty Interactive common stock and a fraction
of a share of Series A Liberty Capital common stock, and each share of the
Company's existing Series B common stock will be exchanged for a fraction of a
share of Series B Liberty Interactive common stock and a fraction of a share of
Series B Liberty Capital common stock (collectively, the "Exchange").
On February 28, 2006, the board of directors of the Company determined that
an application will be made to list the Proposed Tracking Stocks on The Nasdaq
National Market. The Company's existing Series A common stock and Series B
common stock currently trade on the New York Stock Exchange under the symbols
"L" and "LMC.B", respectively. Subject to the creation and issuance of the
Proposed Tracking Stocks and the listing of the Proposed Tracking Stocks on The
Nasdaq National Market, the Company intends to withdraw its existing Series A
common stock and Series B common stock from listing on the New York Stock
Exchange effective concurrently with the Exchange. No assurances, however, can
be given that the Proposed Tracking Stocks will be created or issued or that the
Exchange will occur as currently contemplated or at all.
The information in this Item 3.01 does not constitute an offer to sell or a
solicitation of an offer to buy any securities in any jurisdiction. The Company
may not offer or sell the Proposed Tracking Stocks until an applicable
registration statement has been filed with and declared effective by the
Securities and Exchange Commission.
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
(b) AND (c) DEPARTURE OF PRINCIPAL OFFICERS AND APPOINTMENT OF PRINCIPAL OFFICER
Effective February 28, 2006, the Board of Directors of the Company
appointed Gregory B. Maffei as President and Chief Executive Officer ("CEO") of
the Company. Concurrently with Mr. Maffei's appointment, John C. Malone stepped
down as CEO, but will remain Chairman of the Board and a director of the
Company, and Robert R. Bennett stepped down as President, but will remain a
director of the Company. Mr. Maffei will serve as President and CEO of the
Company until the next annual meeting of the board of directors of the Company,
or until his earlier death, resignation, disqualification or removal from
office.
Mr. Maffei, who was born on May 24, 1960, has been CEO-Elect and a director
of the Company since November 8, 2005. Mr. Maffei served as President and Chief
Financial Officer of Oracle Corporation from June 2005 until he joined the
Company. Before joining Oracle, Mr. Maffei spent more than five years at
360networks Corporation where he was the Chairman and Chief Executive Officer.
Mr. Maffei currently serves as a director of Electronic Arts and Starbucks
Coffee.
There is no family relationship between Mr. Maffei and any director or
executive officer of the Company.
As of the date of this report, Mr. Maffei has not entered into any
transaction requiring disclosure under Item 404(a) of Regulation S-K.
Mr. Maffei has not entered into any employment agreement with the Company
with respect to services to be rendered in his capacity as President and CEO of
the Company. Compensation arrangements approved in connection with Mr. Maffei's
initial appointment as CEO-Elect were disclosed in the Current Report on Form
8-K of the Company, filed on November 14, 2005, and currently remain in effect.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) EXHIBITS
EXHIBIT NO. NAME
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99.1 Press Release, dated March 1, 2006.
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: March 3, 2006
LIBERTY MEDIA CORPORATION
By: /s/ CHRISTOPHER W. SHEAN
------------------------------------
Name: Christopher W. Shean
Title: Senior Vice President
and Controller
EXHIBIT INDEX
EXHIBIT NO. NAME
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99.1 Press Release, dated March 1, 2006.