UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
F O R M 10-Q/A
(Amendment No. 1)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2004
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _____ to _____
Commission File Number 0-20421
LIBERTY MEDIA CORPORATION
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(Exact name of Registrant as specified in its charter)
State of Delaware 84-1288730
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
12300 Liberty Boulevard
Englewood, Colorado 80112
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (720) 875-5400
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
---
Indicate by check mark whether the Registrant is an accelerated filer as
defined in Rule 12b-2 of the Exchange Act. Yes X No
---
The number of outstanding shares of Liberty Media Corporation's common
stock as of July 30, 2004 was:
Series A common stock 2,678,090,793 shares; and
Series B common stock 121,062,825 shares.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
LIBERTY MEDIA CORPORATION
Date: December 10, 2004 By: /s/ Christopher W. Shean
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Christopher W. Shean
Senior Vice President
and Controller
(Principal Accounting Officer)
LIBERTY MEDIA CORPORATION
PART II - OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES
Effective May 7, 2004, Liberty issued 23,474 shares of its Series A
common stock, valued at $260,350, to former stockholders of Liberty Webhouse,
Inc. ("Liberty Webhouse"), as consideration for their 186 shares of preferred
stock of Liberty Webhouse, pursuant to the merger of a wholly-owned
subsidiary of Liberty with and into Liberty Webhouse. The issuance was made
in reliance on the exemption from registration afforded by Regulation D
promulgated under Section 4(2) of the Securities Act of 1933, as amended,
which provides an exemption for issuances not involving a public offering.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the Company's annual meeting of stockholders held on June 9,
2004, the following matters were voted upon and approved by the stockholders
of the Company:
Election of the following to the Company's Board of Directors:
Votes for Votes withheld
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Robert R. Bennett 3,332,180,287 375,491,926
Paul A. Gould 3,651,056,092 56,616,121
John C. Malone 3,330,879,469 376,792,744
The foregoing nominees also served on our board of directors prior
to the annual meeting. The term of the following directors continued
following the annual meeting: Donne F. Fisher, Gary S. Howard, David E.
Rapley, M. LaVoy Robison and Larry E. Romrell. Broker non-votes had no
effect on voting for the election of directors, and abstentions have been
treated as votes withheld.
Approval of the Liberty Media Corporation 2000 Incentive Plan (As
Amended and Restated Effective April 19, 2004) (3,077,565,159 votes For;
621,832,543 votes Against (including broker non-votes); and 8,274,511
Abstentions).
Ratification of KPMG LLP as the Company's independent auditors for
the fiscal year ended December 31, 2004 (3,571,584,463 votes For; 132,546,650
votes Against; and 3,541,100 Abstentions). There were no broker non-votes
with respect to this proposal.
II-1
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
31.1 Rule 13a-14(a)/15d-14(a) Certification, filed herewith.
31.2 Rule 13a-14(a)/15d-14(a) Certification, filed herewith.
31.3 Rule 13a-14(a)/15d-14(a) Certification, filed herewith.
32 Section 1350 Certification, previously filed.
(b) Reports on Form 8-K filed during the quarter ended June 30, 2004:
Date Item Financial
filed or furnished reported statements filed
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May 10, 2004* Item 12 None.
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* These Reports on Form 8-K or portions of these Reports on Form 8-K were
"furnished" to the Securities and Exchange Commission, and are not to be
deemed (1) "filed" for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended, or otherwise subject to the liabilities of that Section
or (2) incorporated by reference into any filing by Liberty under the Securities
Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
II-2
EXHIBIT INDEX
Listed below are the exhibits which are filed as a part of this Report
(according to the number assigned to them in Item 601 of Regulation S-K):
31.1 Rule 13a-14(a)/15d-14(a) Certification, filed herewith.
31.2 Rule 13a-14(a)/15d-14(a) Certification, filed herewith.
31.3 Rule 13a-14(a)/15d-14(a) Certification, filed herewith.
32 Section 1350 Certification, previously filed.