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): NOVEMBER 8, 2005
LIBERTY MEDIA CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 0-20421 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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
BENNETT SEVERANCE ARRANGEMENT
On November 8, 2005, the Board of Directors of Liberty Media Corporation
(the Company) approved severance and compensation arrangements for the Company's
President, Robert R. Bennett. On August 2, 2005, Mr. Bennett resigned as Chief
Executive Officer of the Company but continued as the President and a director
of the Company. At that time, the Company's Board of Directors elected John C.
Malone, Chairman of the Board of Directors of the Company, to replace Mr.
Bennett as Chief Executive Officer until a successor had been identified, at
which time Mr. Malone would resign as Chief Executive Officer and Mr. Bennett
would resign as President. Following their respective resignations, Mr. Bennett
will remain a director of the Company, at least until the Company's 2006 annual
shareholders meeting, and Mr. Malone will remain the Company's Chairman of the
Board. In recognition of Mr. Bennett's many years of service and his
contributions to the Company, the Board of Directors has approved the
following arrangements:
Through March 31, 2006, Mr. Bennett will be entitled to continue
receiving his base salary of $1,000,000 per annum and all amounts payable to
him under his previously disclosed deferred compensation arrangements. He is
also entitled to receive a performance bonus in an amount to be determined by
the Company's Board of Directors, not to exceed $750,000. From April 1, 2006
through March 31, 2008, Mr. Bennett will be entitled to receive salary at the
rate of $500,000 per annum. During that two-year period, he will be entitled
to office support services and to use of the Company's New York City
apartment. From April 1, 2006 through August 31, 2014, Mr. Bennett will be
entitled to receive salary at the rate of $3,000 per annum and an additional
amount of cash compensation based on the hours of service provided to the
Company at an hourly rate to be agreed by the Company and Mr. Bennett. Mr.
Bennett will be entitled to continue his participation in the Company's
welfare benefit plans, including medical and dental care coverage and life
and disability insurance benefits, through August 31, 2014, subject to the
terms and conditions of those plans. All amounts in Mr. Bennett's deferred
compensation accounts will continue to accrue interest and will be paid out
in accordance with the terms of his deferred compensation arrangements.
Through April 30, 2006, Mr. Bennett will be entitled to 60 hours of
personal use of the Company's aircraft, to be charged to Mr. Bennett at standard
industry fare levels as determined in accordance with IRS regulations.
The Incentive Plan Committee of the Company's Board of Directors approved
the immediate vesting of all unvested outstanding (i) options to purchase shares
of common stock of the Company and (ii) stock appreciation rights with respect
to shares of common stock of the Company, in each case, held by Mr. Bennett on
that date.
MAFFEI COMPENSATION ARRANGEMENT
On November 8, 2005, the Board of Directors of the Company and the
Incentive Plan Committee thereof approved compensation arrangements for Gregory
B. Maffei in connection with his appointment as CEO-Elect of the Company. Mr.
Maffei also was elected as a director of the Company on that date.
Effective November 14, 2005, Mr. Maffei will be entitled to receive base
salary at the rate of $1,000,000 per annum, plus a performance bonus based on
the achievement of goals to be determined by the Company's Board of Directors,
not to exceed $1,000,000 per annum. Until June 30, 2006, the Company will
reimburse Mr. Maffei for his commuting costs and will employ an administrative
assistant near his current place of residence. The Company will also reimburse
Mr. Maffei for expenses incurred in relocating his principal residence to the
Denver area.
Also on November 8, 2005, Mr. Maffei was granted options to acquire 5.5
million shares of the Company's Series A common stock, vesting quarterly over
four years beginning on the grant date, at an exercise price of $7.95 per share,
which was the closing price of the Company's Series A common stock on the New
York Stock Exchange on that date.
In the event of Mr. Maffei's involuntary termination without cause, Mr.
Maffei will be entitled to continue receiving his base salary for a period of
eighteen months after the date of such termination, together with any portion of
his performance bonus determined by the Company's Board of Directors to have
been earned prior to his termination. Unvested options held by Mr. Maffei will
vest to the extent that they would have vested in that eighteen month period had
Mr. Maffei continued to be employed throughout that period.
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
(c) APPOINTMENT OF PRINCIPAL OFFICER
On November 8, 2005, the Board of Directors of the Company appointed Mr.
Maffei as CEO-Elect of the Company and, as discussed below in Item 5.02(d),
elected Mr. Maffei as a director of the Company.
Mr. Maffei, who was born on May 24, 1960, is expected to become President
and Chief Executive Officer of the Company when he is able to relocate his
principal residence to the Denver area. That relocation is expected to occur in
the first half of 2006.
There is no family relationship between Mr. Maffei and any director or
executive officer of the Company. Additional biographical and other information
about Mr. Maffei required to be included in this Item 5.02(c) is incorporated by
reference to the press release filed as Exhibit 99.1 to this report.
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.
The information included in Item 1.01 of this report under the heading "Maffei
Compensation Arrangement" is incorporated by reference in this Item 5.02(c).
(d) ELECTION OF DIRECTOR
As described above, on November 8, 2005, the Board of Directors of the
Company elected Mr. Maffei as a director of the Company. Mr. Maffei was not
selected to be a director of the Company pursuant to any arrangement or
understanding between Mr. Maffei and any other person.
The Board of Directors of the Company has not yet determined whether to
name Mr. Maffei to any of its committees.
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.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) EXHIBITS.
EXHIBIT NO. NAME
99.1 Press Release
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: November 14, 2005
LIBERTY MEDIA CORPORATION
By: /s/ CHARLES Y. TANABE
------------------------------------
Name: Charles Y. Tanabe
Title: Senior Vice President and General
Counsel
EXHIBIT INDEX
EXHIBIT NO. NAME
99.1 Press Release