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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13D
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Under the Securities Exchange Act
of 1934
(Amendment No. )*
LIBERTY
MEDIA CORPORATION
(Name of Issuer)
Series
A Liberty Capital common stock, par value $.01 per share;
Series
B Liberty Capital common stock, par value $.01 per share;
Series
A Liberty Interactive common stock, par value $.01 per share;
Series
B Liberty Interactive common stock, par value $.01 per share;
Series
A Liberty Entertainment common stock, par value $.01 per share; and
Series
B Liberty Entertainment common stock, par value $.01 per share
(Title of Class of
Securities)
Series
A Liberty Capital common stock: 53071M302;
Series
B Liberty Capital common stock: 53071M401;
Series
A Liberty Interactive common stock: 53071M104;
Series
B Liberty Interactive common stock: 53071M203;
Series
A Liberty Entertainment common stock: 53071M500; and
Series
B Liberty Entertainment common stock: 53071M609
(CUSIP Number)
John
C. Malone
c/o Liberty Media Corporation
12300
Liberty Boulevard
Englewood,
CO 80112
(720)
875-5400
(Name, Address and
Telephone Number of Person
Authorized to Receive Notices and Communications)
(Date of Event Which
Requires Filing of this Statement)
If the filing person has previously filed a statement
on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box.
o
Note
: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7 for other
parties to whom copies are to be sent.
*
The remainder of this cover page shall
be filled out for a reporting persons initial filing on this form with respect
to the subject class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this
cover page shall not be deemed to be filed for the purpose of Section 18 of
the Securities Exchange Act of 1934 (Act) or otherwise subject to the
liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
CUSIP
No.
53071M302 (LCAPA)
53071M401 (LCAPB)
53071M104 (LINTA)
53071M203 (LINTB)
53071M500 (LMDIA)
53071M609 (LMDIB)
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1.
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Names of Reporting Persons
John C. Malone
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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(b)
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3.
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SEC Use Only
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4.
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Source of Funds (See
Instructions)
PF
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5.
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Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
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6.
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Citizenship or Place of Organization
U.S.
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
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Liberty Capital Series A common stock:
Liberty Capital Series B common stock:
Liberty Interactive Series A common stock:
Liberty Interactive Series B common stock:
Liberty Entertainment Series A common stock:
Liberty Entertainment Series B common stock:
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7,330,748 shares(1), (2), (3), (4)
6,039,021 shares(1), (4)
3,198,495 shares(1), (2), (3), (4)
30,120,115 shares(1), (4)
2,876,186 shares(1), (2),
(3), (4)
23,976,084 shares(1), (4)
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8.
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Shared Voting Power
0
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9.
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Sole Dispositive Power
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Liberty Capital Series A common stock:
Liberty Capital Series B common stock:
Liberty Interactive Series A common stock:
Liberty Interactive Series B common stock:
Liberty Entertainment Series A common stock:
Liberty Entertainment Series B common stock:
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7,330,748 shares(1), (2), (3), (4)
6,039,021 shares(1)
3,198,495 shares(1), (2), (3), (4)
30,120,115 shares(1), (4)
2,876,186 shares(1), (2), (3), (4)
23,976,084 shares(1), (4)
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10.
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Shared Dispositive Power
0
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11.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
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Liberty Capital Series A common stock:
Liberty Capital Series B common stock:
Liberty Interactive Series A common stock:
Liberty Interactive Series B common stock:
Liberty Entertainment Series A common stock:
Liberty Entertainment Series B common stock:
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7,330,748 shares(1), (2), (3), (4)
6,039,021 shares(1), (4)
3,198,495 shares(1), (2), (3), (4)
30,120,115 shares(1), (4)
2,876,186 shares(1), (2), (3), (4)
23,976,084 shares(1), (4)
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12.
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
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13.
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Percent of Class
Represented by Amount in Row (11)
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Liberty Capital Series A common stock:
Liberty Capital Series B common stock:
Liberty Interactive Series A common stock:
Liberty Interactive Series B common stock:
Liberty Entertainment Series A common stock:
Liberty Entertainment Series B common stock:
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5.95%(5), (6)
92.71%(5), (6)
Less than 1%(5), (6)
91.79%(5), (6)
Less than 1%(5), (6)
91.27%(5), (6)
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14.
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Type of Reporting Person
(See Instructions)
IN
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(1)
Includes 75,252 LCAPA shares, 170,471
LCAPB shares, 376,260 LINTA shares, 852,358 LINTB shares, 301,008 LMDIA shares
and 681, 884 LMDIB shares held by Mr. Malones wife, Mrs. Leslie Malone, as to
which shares Mr. Malone has disclaimed beneficial ownership, but does not
include LCAPA shares issuable upon conversion of LCAPB shares, LINTA shares
issuable upon conversion of LINTB shares or LMDIA shares issuable upon
conversion of LMDIB shares, in each case owned by Mr. Malone or his spouse.
(2)
Includes 200 LCAPA shares, 1,533 LINTA
shares and 753 LMDIA shares held by the Liberty Media 401(k) savings plan for
the benefit of Mr. Malone, and includes 165 LCAPA shares, 825 LINTA shares and
660 LMDIA shares held by a trust with respect to which Mr. Malone is the sole
trustee and, with his wife, retains a unitrust interest in the trust.
(3)
Includes 6,336 restricted LCAPA shares,
14,540 restricted LINTA shares and 25,344 restricted LMDIA shares, none of
which are vested or will vest within sixty days of July 1, 2008.
(4)
Includes 26,383 LCAPA shares, 574,270
LCAPB shares, 156,372 LINTA shares, 3,321,351 LINTB shares, 145,535 LMDIA
shares and 2,537,080 LMDIB shares that may be acquired upon exercise of stock
options exercisable within 60 days after July 1, 2008. Mr. Malone has the right to convert the
options to purchase LCAPB, LINTB shares and LMDIB shares into options to
purchase LCAPA, LINTA shares and LMDIA shares, respectively.
2
(5)
Based upon the following number of shares
outstanding as of April 30, 2008 based on the Issuers Form 10-Q filed on May
8, 2008: (i) 123,238,596 LCAPA shares (adjusted for the exercise by Mr. Malone
of options to acquire 10,000 LCAPA shares on June 30, 2008), (ii) 6,029,297
LCAPB shares (adjusted for the exercise by Mr. Malone of options to acquire
90,000 LCAPB shares on June 30, 2008), (iii) 564,355,244 LINTA shares, (iv)
29,492,183 LINTB shares, (v) 492,939,429 LMDIA shares and (vi) 23,733,488 LMDIB
shares.
(6)
At the option of the holder, each share
of LCAPB is convertible into one share of LCAPA, each share of LINTB is
convertible into one share of LINTA and each share of LMDIB is convertible into
one share of LMDIA. Each share of LCAPB,
LINTB and LMDIB is entitled to 10 votes, whereas each share of LCAPA, LINTA and
LMDIA is entitled to one vote.
Accordingly, Mr. Malone may be deemed to beneficially own voting equity
securities representing approximately 33.47% of the voting power with respect
to a general election of directors of the Issuer, based on the outstanding
shares noted above and calculated pursuant to Rule 13d-3 of the Exchange
Act. See Item 5.
3
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Amendment No. )
Statement of
John C. Malone
Pursuant to Section 13(d)
of the
Securities Exchange Act
of 1934
in respect of
LIBERTY MEDIA CORPORATION
Item 1.
Security and Issuer
John C. Malone is filing this Statement on Schedule
13D (the Statement) with respect to the following series of common stock of
Liberty Media Corporation, a Delaware corporation (the Issuer), beneficially
owned by Mr. Malone:
(a) Series A
Liberty Capital Common Stock, par value $0.01 per share (LCAPA);
(b) Series B
Liberty Capital Common Stock, par value $0.01 per share (LCAPB);
(c) Series A
Liberty Interactive Common Stock, par value $0.01 per share (LINTA);
(d) Series B
Liberty Interactive Common Stock, par value $0.01 per share (LINTB);
(e) Series A
Liberty Entertainment Common Stock, par value $0.01 per share (LMDIA); and
(f) Series B
Liberty Entertainment Common Stock, par value $0.01 per share (LMDIB and,
together with LCAPA, LCAPB, LINTA, LINTB and LMDIA, the Common Stock).
The Issuers executive offices are located at 12300
Liberty Boulevard, Englewood, Colorado 80112.
Mr. Malone is filing this Statement to report his
acquisition of beneficial ownership of an aggregate of 6,611,695 LCAPA shares
and 15,000 LCAPB shares (collectively, the Purchased Shares) in open market
transactions pursuant to a 10b5-1 plan.
Mr. Malone had previously filed a statement on Schedule 13D with respect
to the Series A common stock (CUSIP 530718105) and the Series B common stock
(CUSIP 530718204) of the Issuers predecessor company, Liberty Media LLC (Old
Liberty). In connection with a merger
transaction (the Merger Transaction) that was completed on May 9, 2006, each
share of Series A common stock of Old Liberty was exchanged for .05 LCAPA
shares (CUSIP 53071M302) and .25 LINTA shares (CUSIP 53071M104), and each share
of Series B common stock of Old Liberty was exchanged for .05 LCAPB shares
(CUSIP 53071M401) and .25 LINTB shares (CUSIP 53071M203). On March 3, 2008, the Issuer completed a
transaction (the Reclassification) pursuant to which (i) each LCAPA share was
reclassified into one LCAPA share and four LMDIA shares (CUSIP 53071M500) and
(ii) each LCAPB share was reclassified into one LCAPB share and four LMDIB
shares (CUSIP 53071M609).
Pursuant to Rule 13d-3 under the Securities Exchange
Act of 1934, as amended (the Exchange Act), this Statement also relates to
the shares of LCAPA issuable upon conversion of shares of LCAPB, the shares of
LINTA issuable upon conversion of shares of LINTB and the shares of LMDIA
issuable upon conversion of shares of
4
LMDIB. At the option of the
holder, each share of LCAPB is convertible into one share of LCAPA, each share
of LINTB is convertible into one share of LINTA and each share of LMDIB is
convertible into one share of LMDIA. The
shares of LCAPA, LINTA and LMDIA are not convertible. The holders of LCAPA, LINTA, LMDIA, LCAPB,
LINTB and LMDIB generally vote together as a single class with respect to all
matters voted on by the stockholders of the Issuer. The holders of LCAPB, LINTB and LMDIB are
entitled to 10 votes per share and the holders of LCAPA, LINTA and LMDIA are
entitled to one vote per share.
Item 2.
Identity and Background
The reporting person is John C. Malone, whose business
address is c/o Liberty Media Corporation, 12300 Liberty Boulevard, Englewood,
Colorado 80112. Mr. Malone is the Chairman of the Board of the Issuer.
During the last five years, Mr. Malone has not been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors, if any), and has not been a party to any civil proceeding of a
judicial or administrative body resulting in any judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
Mr. Malone is a citizen
of the United States of America.
Item 3.
Source and Amount of Funds or
Other Consideration
Other than the Purchased Shares, Mr. Malone acquired
beneficial ownership of the shares of Common Stock reported on this Statement
pursuant to the Merger and the Reclassification as described in Item 1
above. The Purchased Shares were
acquired by Mr. Malone for cash in open market broker transactions pursuant to
a 10b5-1 plan Mr. Malone entered into with a financial institution, which has
since been terminated, as follows:
·
664,181 LCAPA shares were acquired on July
1, 2008 at prices ranging from $14.18 to $14.29 and a weighted average of
$14.259;
·
11,600 LCAPB shares were acquired on July
1, 2008 at prices ranging from $14.24 to $14.29 and a weighted average of $14.253;
·
2,119,754 LCAPA shares were acquired on
July 2, 2008 at prices ranging from 14.13 to $14.30 and a weighted average of
$14.227;
·
3,827,760 LCAPA shares were acquired on
July 3, 2008 at prices ranging from $14.27 to $14.50 and a weighted average of
$14.309; and
·
3,400
LCAPB shares were acquired on July 3, 2008 at a price of $14.40.
Item 4.
Purpose of Transaction
Other than the Purchased Shares, Mr. Malone acquired
beneficial ownership of the shares of Common Stock reported on this Statement pursuant
to the Merger and the Reclassification and as the result of the vesting of
stock options granted to Mr. Malone prior to, and the grant of incentive awards
following, such transactions. Mr. Malone
acquired the Purchased Shares for investment.
Mr. Malone is the Chairman of the Board of the Issuer and, and,
accordingly, actions taken by Mr. Malone in his capacity as a director and
officer of the Issuer, in respect of any of the matters referred to in the
penultimate paragraph of this Item 4, will be reported by the Issuer in periodic and other reports
filed by the Issuer under the Exchange
Act. This Report is being filed with respect to Mr. Malones individual
ownership of equity securities of the Issuer and does not relate to actions
taken by Mr. Malone in his capacity as a director or officer.
Because the holders of
LCAPB, LINTB and LMDIB are entitled to cast ten votes per share and the holders
of LCAPA, LINTA and LMDIA are entitled to cast one vote per share, Mr. Malones
beneficial ownership of Common Stock constitutes approximately 33.47% of the
combined voting power of LCAPA, LCAPB, LINTA,
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LINTB, LMDIA and LMDIB, based on the number of shares
outstanding as of April 30, 2008 and calculated pursuant to Rule 13d-3 of the
Exchange Act.
Except as otherwise disclosed, Mr. Malone does not
have any present plans or proposals, which relate to or would result in: (i)
any acquisition by any person of additional securities of the Issuer, or any
disposition of securities of the Issuer; (ii) any extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Issuer or any of its subsidiaries; (iii) any sale or transfer of a material
amount of assets of the Issuer or any of its subsidiaries; (iv) any change in
the present board of directors or management of the Issuer, including any plans
or proposals to change the number or term of directors or to fill any existing
vacancies on the board; (v) any material change in the present capitalization
or dividend policy of the Issuer; (vi) any other material change in the
Issuers business or corporate structure; (vii) any change in the Issuers
charter or bylaws or other actions which may impede the acquisition of control
of the Issuer by any person; (viii) any delisting from a national securities
exchange or any loss of authorization for quotation in an inter-dealer
quotation system of a registered national securities association of a class of
securities of the Issuer; (ix) any termination of registration pursuant to
Section 12(g)(4) of the Exchange Act of a class of equity securities of the
Issuer; or (x) any action similar to any of those enumerated above.
Notwithstanding the foregoing, Mr. Malone may
determine to change his intentions with respect to the Issuer at any time in
the future and may, for example, elect (i) to acquire additional shares of
Common Stock of any class or series in open market or privately negotiated
transactions or pursuant to the exercise of stock options or under other
compensatory stock plans of the Issuer or (ii) to dispose of all or a portion
of his holdings of shares of Common Stock. In reaching any determination as to
his future course of action, Mr. Malone will take into consideration various factors,
such as the Issuers business and prospects, other developments concerning the
Issuer, other business opportunities available to Mr. Malone, estate planning
considerations and general economic and stock market conditions, including, but
not limited to, the market price of the Common Stock.
Item 5.
Interest in Securities of the
Issuer
(a)
Mr. Malone beneficially owns (without giving effect to
the conversion of LCAPB, LINTB or LMDIB shares into LCAPA, LINTA or LMDIA
shares, as applicable, or the conversion of options to acquire LCAPB, LINTB or
LMDIB shares into options to acquire LCAPA, LINTA or LMDIA shares, as
applicable) (i) 7,330,748 LCAPA shares (including (x) 75,252 shares held by his
wife as to which he disclaims beneficial ownership, (y) 26,383 shares that may
be acquired within 60 days of July 1, 2008 pursuant to stock options and (z)
6,336 restricted shares, none of which are vested or will vest within sixty
days of July 1, 2008), which represent approximately 5.95% of the outstanding
LCAPA shares; (ii) 6,039,021 LCAPB shares (including (x) 170,471 shares held by
his wife as to which he disclaims beneficial ownership and (y) 574,270 shares
that maybe acquired within 60 days of July 1, 2008 pursuant to stock options),
which represent approximately 92.71% of the outstanding LCAPB shares; (iii)
3,198,495 LINTA shares (including (x) 376,260 shares held by his wife as to
which he disclaims beneficial ownership, (y) 156,372 shares that may be
acquired within 60 days of July 1, 2008 pursuant to stock options and (z)
14,540 restricted shares, none of which are vested or will vest within sixty
days of July 1, 2008), which represent less than 1% of the outstanding LINTA
shares; (iv) 30,120,115 LINTB shares (including (x) 852,358 shares held by his
wife as to which he disclaims beneficial ownership and (y) 3,321,351 shares
that may be acquired within 60 days of July 1, 2008 pursuant to stock options),
which represent approximately 91.79% of the outstanding LINTB shares; (v)
2,876,186 LMDIA shares (including (x) 301,008 shares held by his wife as to
which he disclaims beneficial ownership, (y) 145,535 shares that may be
acquired within 60 days of July 1, 2008 pursuant to stock options and (z)
25,344 restricted shares, none of which are vested or will vest within sixty
days of July 1, 2008), which represent less than 1% of the outstanding LMDIA
shares; and (vi) 23,976,084 LMDIB shares (including (x) 681,884 shares held by
his wife as to which he disclaims beneficial ownership and (y) 2,537,080 shares
that may be acquired within 60 days of July 1, 2008 pursuant to stock options),
which represent approximately 91.32% of the outstanding LMDIB shares. The foregoing percentage interests are based
on 110,032,339 LCAPA and 6,029,297 LCAPB shares outstanding as of April 30,
2008 (as adjusted for the exercise by Mr. Malone on June 30, 2008 of options to
acquire LCAPA and LCAPB shares), and 564,355,244 LINTA shares, 29,492,183 LINTB
shares, 492,939,429 LMDIA shares and
23,733,488 LMDIB shares outstanding as of April 30, 2008, in each case,
as provided
6
in the Issuers Form 10-Q
filed with the Securities Exchange Commission on May 8, 2008. Accordingly, based on the shares outstanding
as noted above and calculated pursuant to Rule 13d-3 of the Exchange Act, Mr.
Malone may be deemed to beneficially own voting equity securities representing
approximately 33.47% of the voting power with respect to the general election
of directors of the Issuer.
(b)
Mr. Malone, and, to his knowledge, his wife each have
the sole power to vote, or to direct the voting of, their respective shares of
Common Stock. Mr. Malone and, to his knowledge, his wife each have the sole
power to dispose of, or to direct the disposition of, their respective shares
of Common Stock.
(c)
Except as provided below and as otherwise reported in
this Statement, neither Mr. Malone nor, to his knowledge, his wife, has
executed any transactions in respect of the Common Stock within the last sixty
days. On June 30, 2008, Mr. Malone
exercised an option to acquire 10,000 LCAPA shares at an exercise price of
$12.32 per share and an option to acquire 90,000 LCAPB shares at an exercise
price of $12.69.
(d)
Not Applicable.
(e)
Not Applicable.
Item 6.
Contracts, Arrangements, Understandings
or Relationships with Respect to Securities of the Issuer
On February 9, 1998 Mr.
Malone and Leslie Malone, his spouse (collectively, the Malone Group),
entered into a Call Agreement with the former parent of the Issuers
predecessor company (the Call Agreement).
The rights under this Call Agreement were assigned to the Issuers
predecessor company, and the Issuer succeeded to these rights in connection
with the Merger. Pursuant to the Call
Agreement the Malone Group granted to such predecessor company of the Issuer a
right to acquire all of the shares of High Vote Stock as defined in the Call
Agreement owned by them upon Dr. Malones death or a contemplated sale of such
High Vote Stock to third parties, in consideration for a payment to the Malone
Group of $150,000,000 for such right.
When such right is triggered, the Issuer may acquire the LCAPB, LINTB
and/or LMDIB shares at a price equal to the market price of the LCAPA, LINTA or
LMDIA shares, as applicable, plus, in each case, a 10% premium or, in the event
of a sale, the lesser of such price or the price offered by the purchaser. In addition, the Malone Call Agreement
provides that, in connection with a sale of shares to a third party resulting
in a change in control of the Issuer, the maximum premium the Malone Group may
receive for their LCAPB, LINTB and/or LMDIB would be the price paid for the
LCAPA, LINTA and/or LMDIA shares, as applicable, by said third party, plus, in
each case, a 10% premium. The Malone Call Agreement also prohibits any member
of the Malone Group from disposing of their LCAPB, LINTB or LMDIB Stock, except
for certain exempt transfers. This
description of the Call Agreement is qualified in its entirety by reference to
the Call Agreement and the letter from Comcast Cable Holdings LLC (formerly
Tele-Communications, Inc.), the former parent corporation of the Issuers
predecessor company, and the Issuer to the Malone Group, each of which is an
exhibit to this Statement and is incorporated by reference herein.
Mr. Malone holds options to purchase 2,871,351 LINTB
shares or 2,871,351 LINTA shares. If Mr.
Malone exercises his options for LINTB shares, the exercise price is $23.64 per
share. If Mr. Malone exercises his
options for LINTA, the exercise price is $22.90 per share. Mr. Malone holds options to purchase 574,270
LCAPB shares or 574,270 LCAPA shares. If
Mr. Malone exercises his options for LCAPB shares, the exercise price is $15.20
per share. If Mr. Malone exercises his
options for LCAPA, the exercise price is $14.74 per share. Mr. Malone holds options to purchase
2,297,080 LMDIB shares or 2,297,080 LMDIA shares. If Mr. Malone exercises his options for LMDIB
shares, the exercise price is $21.79 per share. If Mr. Malone exercises his
options for LMDIB, the exercise price is $21.53 per share. This description of such options is qualified
in its entirety by reference to the form of option agreement between the Issuer
and Mr. Malone that is an exhibit to this Statement and is incorporated by
reference herein.
Of the shares of Common Stock beneficially owned by
Mr. Malone, 556,900 LCAPA shares, 2,444,002 LINTA shares and 2,227,600 LMDIA
shares have been pledged to Bank of America in connection with a line of credit
extended by Bank of America to Mr. Malone.
7
Except as described in this Statement, Mr. Malone
presently has no contracts, arrangements, understandings or relationships with
any other person with respect to any securities of the Issuer, including but
not limited to the transfer or voting of any shares of Common Stock, finder's
fees, joint ventures, loans or option arrangements, puts or calls, guarantees
of profits, division of profits or loss or the giving or withholding of
proxies.
Item 7.
Material to be Filed as Exhibits
7(a)
Call Agreement dated as of February 9, 1998, between
Liberty Media Corporation (as assignee of Comcast Cable Holdings LLC, formerly,
Tele-Communications, Inc. (TCI) and the Malone Group (incorporated by
reference to Exhibit 7(n) to Mr. Malone's Amendment No. 8 to Schedule 13D filed
in respect of TCI).
7(b)
Letter, dated as of March 5, 1999, from TCI and
Liberty Media Corporation addressed to Dr. Malone and Leslie Malone
(incorporated by reference to Exhibit 7(f) to Mr. Malones Schedule 13D filed
in respect of AT&T Corp.).
7(c)
Form of Option Agreement between Liberty Media
Corporation and Dr. Malone (incorporated by reference to Exhibit 7(e) to Mr.
Malones Schedule 13D filed in respect of Liberty Media LLC).
8
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
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July 17, 2008
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Date
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John C. Malone
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Signature
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9
Exhi
bit Index
7(a)
Call Agreement dated as of February 9, 1998, between
Liberty Media Corporation (as assignee of Comcast Cable Holdings LLC, formerly,
Tele-Communications, Inc. (TCI) and the Malone Group (incorporated by
reference to Exhibit 7(n) to Mr. Malone's Amendment No. 8 to Schedule 13D filed
in respect of TCI).
7(b)
Letter, dated as of March 5, 1999, from TCI and
Liberty Media Corporation addressed to Dr. Malone and Leslie Malone (incorporated
by reference to Exhibit 7(f) to Mr. Malones Schedule 13D filed in respect of
AT&T Corp.).
7(c)
Form of Option Agreement between Liberty Media
Corporation and Dr. Malone (incorporated by reference to Exhibit 7(e) to Mr.
Malones Schedule 1
3D filed in respect of Liberty Media LLC).
10
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