Exhibit (a)(1)(iii)
NOTICE OF GUARANTEED DELIVERY
FOR
LIBERTY MEDIA
CORPORATION
OFFER TO PURCHASE FOR CASH
UP TO 19,417,476 SHARES OF ITS
LIBERTY INTERACTIVE SERIES A COMMON STOCK,
AT A PURCHASE PRICE NOT GREATER THAN $25.75
OR LESS THAN $23.75 PER SHARE
As set forth in Section 3 of the offer to purchase dated
May 15, 2007, of Liberty Media Corporation (the Offer
to Purchase), this notice of guaranteed delivery, or a
facsimile hereof, must be used to accept the tender offer if:
(a) certificates representing shares of Liberty Interactive
Series A common stock, par value $0.01 per share, of
Liberty Media Corporation, a Delaware corporation, cannot be
delivered prior to the expiration date (as defined
in Section 1 of the Offer to Purchase); or
(b) the procedure for book-entry transfer cannot be
completed before the expiration date; or
(c) time will not permit a properly completed and duly
executed letter of transmittal, or manually signed facsimile
thereof, and all other required documents to reach the
depositary referred to below before the expiration date.
This form or a facsimile of it, signed and properly completed,
may be delivered by hand or transmitted by facsimile
transmission or mailed to the Depositary so that it is received
by the Depositary before the expiration date. See Section 3
of the Offer to Purchase.
The Depositary for the Offer is:
COMPUTERSHARE SHAREHOLDER
SERVICES, INC.
|
|
|
By Mail:
|
|
By Overnight
Delivery:
|
Computershare Shareholder
Services, Inc.
|
|
Computershare Shareholder
Services, Inc.
|
Attn: Corporate Actions
|
|
Attn: Corporate Actions
|
P.O. Box 859208
|
|
161 Bay State Drive
|
Braintree MA
02185-9208
|
|
Braintree MA 02184
|
By Facsimile Transmission (For Eligible Institutions
Only):
Facsimile Transmission:
781-930-4942
To Confirm Facsimile Transmissions (For Eligible Institutions
Only):
Confirm Receipt of Facsimile
By Telephone:
781-930-4900
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS
OTHER THAN THOSE SHOWN ABOVE OR TRANSMISSION OF
INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN THE ONE
LISTED ABOVE DOES NOT CONSTITUTE A VALID DELIVERY. DELIVERIES TO
LIBERTY MEDIA CORPORATION OR THE INFORMATION AGENT FOR THE
TENDER OFFER WILL NOT BE FORWARDED TO THE DEPOSITARY AND
THEREFORE WILL NOT CONSTITUTE VALID DELIVERY. DELIVERIES TO THE
BOOK-ENTRY TRANSFER FACILITY (AS DEFINED IN THE OFFER TO
PURCHASE) WILL NOT CONSTITUTE VALID DELIVERY TO THE DEPOSITARY.
This notice of guaranteed delivery form is not to be used to
guarantee signatures. If a signature on the letter of
transmittal is required to be guaranteed by an eligible
guarantor institution (as defined in Section 3 of the
Offer to Purchase) under the instructions thereto, such
signature must appear in the applicable space provided in the
signature box on the letter of transmittal.
Ladies and Gentlemen:
The undersigned hereby tenders to Liberty Media Corporation the
number of shares of Liberty Interactive Series A common
stock indicated below at a price per share not greater than
$25.75 or less than $23.75, net to the seller in cash, less any
applicable withholding taxes, without interest, upon the terms
and subject to the conditions set forth in the Offer to Purchase
and the related letter of transmittal which as may be amended
and supplemented from time to time together constitute the
tender offer, receipt of which are hereby acknowledged.
|
|
Number of shares of Liberty
Interactive Series A common stock: |
|
|
|
Certificate No(s). (if
available): |
|
(Please Type or Print)
|
|
Address(es) including Zip
Code: |
|
|
|
Area Code and Telephone
Number(s): |
|
Dated: ,
2007
If shares of Liberty Interactive Series A common stock will
be tendered by book-entry transfer, provide the following
information:
|
|
Account Number at Book-Entry
Transfer Facility: |
|
2
CHECK
EXACTLY ONE BOX ON THIS PAGE. IF YOU CHECK MORE THAN ONE BOX, OR
IF YOU DO NOT CHECK ANY BOX, YOU WILL HAVE FAILED TO VALIDLY
TENDER ANY SHARES
SHARES TENDERED AT PRICE DETERMINED PURSUANT TO THE
TENDER OFFER
(See Instruction 6 of the Letter of Transmittal)
|
|
o |
The undersigned wants to maximize the chance of having Liberty
Media purchase all Shares the undersigned is tendering (subject
to the possibility of proration). Accordingly, by checking this
one box instead of one of the price boxes below,
the undersigned hereby tenders Shares and is willing to accept
the purchase price determined by Liberty Media pursuant to the
Tender Offer. If you agree to accept the purchase price
determined by Liberty, your Shares will be deemed to be tendered
at the minimum price of $23.75 per share. You should
understand that this election may lower the purchase price paid
for all purchased Shares in the Tender Offer and could result in
your Shares being purchased at the minimum price of $23.75 per
share.
|
OR
SHARES TENDERED AT PRICE DETERMINED BY STOCKHOLDER
(See Instruction 6 of the Letter of Transmittal)
By checking one of the boxes below instead of the box
above, the undersigned hereby tenders Shares at the price
checked. This action could result in none of the Shares being
purchased if the purchase price for the Shares is less than the
price checked below. A stockholder who desires to tender
Shares at more than one price must complete a separate letter of
transmittal for each price at which the stockholder tenders such
shares. You cannot tender the same Shares at more than one
price, unless you have previously validly withdrawn those shares
tendered at a different price in accordance with Section 4
of the Offer to Purchase.
Price (in dollars) per Share at which Shares
are being tendered:
|
|
|
|
|
|
|
|
|
|
|
|
|
o $23.75
|
|
o $25.05
|
|
|
|
|
|
|
|
|
|
|
o $23.85
|
|
o $25.15
|
|
|
|
|
|
|
|
|
|
|
o $23.95
|
|
o $25.25
|
|
|
|
|
|
|
|
|
|
|
o $24.05
|
|
o $25.35
|
|
|
|
|
|
|
|
|
|
|
o $24.15
|
|
o $25.45
|
|
|
|
|
|
|
|
|
|
|
o $24.25
|
|
o $25.55
|
|
|
|
|
|
|
|
|
|
|
o $24.35
|
|
o $25.65
|
|
|
|
|
|
|
|
|
|
|
o $24.45
|
|
o $25.75
|
|
|
|
|
|
|
|
|
|
|
o $24.55
|
|
|
|
|
|
|
|
|
|
|
|
|
o $24.65
|
|
|
|
|
|
|
|
|
|
|
|
|
o $24.75
|
|
|
|
|
|
|
|
|
|
|
|
|
o $24.85
|
|
|
|
|
|
|
|
|
|
|
|
|
o $24.95
|
|
|
|
|
|
|
|
|
|
|
|
|
You will not have validly tendered your Shares unless you
check one and only one box in this frame.
3
CONDITIONAL
TENDER
(See Instruction 7 of the Letter of Transmittal)
A tendering stockholder may condition his or her tender of
Shares upon Liberty Media purchasing a specified minimum number
of the Shares tendered by the tendering stockholder, all as
described in Section 6 of the Offer to Purchase
Conditional Tender of Shares. Unless at least that
minimum number of Shares indicated below is purchased by Liberty
Media from the tendering stockholder pursuant to the terms of
the Tender Offer, none of the Shares tendered by the tendering
stockholder will be purchased. It is the tendering
stockholders responsibility to calculate that minimum
number of Shares that must be purchased from the tendering
stockholder if any are purchased, and each stockholder is urged
to consult his or her own tax advisor. Unless this box has been
checked and a minimum specified, the tender will be deemed
unconditional.
|
|
|
|
o
|
The minimum number of Shares that must be purchased from the
tendering stockholder, if any are purchased,
is: shares.
|
If, because of proration, the minimum number of Shares
designated will not be purchased, Liberty Media may accept
conditional tenders by random lot, if necessary. However, to be
eligible for purchase by random lot, the tendering stockholder
must have tendered all of his or her Shares and, if true,
checked the following box:
|
|
|
|
o
|
The tendered Shares represent all Shares held by the undersigned.
|
ODD
LOTS
(See Instruction 11 of the Letter of Transmittal)
To be completed only if the Shares are being tendered by or on
behalf of a person owning beneficially or of record an aggregate
of fewer than 100 Shares. The undersigned either (check
one box):
|
|
|
|
o
|
is the beneficial or record owner of an aggregate of fewer than
100 Shares, all of which are being tendered; or
|
|
|
o
|
is a broker, dealer, commercial bank, trust company or other
nominee that (a) is tendering for the beneficial owner(s)
thereof, shares with respect to which it is record holder and
(b) believes, based upon representations made to it by such
beneficial owner(s), that each such person is the beneficial or
record owner of an aggregate of fewer than 100 Shares and
is tendering all of such shares.
|
In addition, the undersigned is tendering Shares either
(check one box):
|
|
|
|
o
|
at the price determined by Liberty Media pursuant to the Tender
Offer (persons checking this box need not indicate the price per
share above); or
|
|
|
o
|
at the price per share indicated above under
Shares Tendered At Price Determined By
Stockholder.
|
4
GUARANTEE
(NOT
TO BE USED FOR SIGNATURE GUARANTEE)
THE UNDERSIGNED, A BANK, BROKER, DEALER, CREDIT UNION, SAVINGS
ASSOCIATION OR OTHER ENTITY WHICH IS A MEMBER IN GOOD STANDING
OF THE SECURITIES TRANSFER AGENTS MEDALLION PROGRAM OR AN
ELIGIBLE GUARANTOR INSTITUTION, AS SUCH TERM IS
DEFINED IN
RULE 17Ad-15
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, EACH OF
THE FOREGOING CONSTITUTING AN ELIGIBLE GUARANTOR
INSTITUTION, GUARANTEES THE DELIVERY TO THE DEPOSITARY OF
THE SHARES TENDERED HEREBY, IN PROPER FORM FOR
TRANSFER, OR A CONFIRMATION THAT THE SHARES TENDERED HEREBY
HAVE BEEN DELIVERED UNDER THE PROCEDURE FOR BOOK-ENTRY TRANSFER
SET FORTH IN THE OFFER TO PURCHASE INTO THE DEPOSITARYS
ACCOUNT AT THE BOOK-ENTRY TRANSFER FACILITY, TOGETHER WITH A
PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL, OR A
MANUALLY SIGNED FACSIMILE THEREOF, AND ANY OTHER REQUIRED
DOCUMENTS, ALL WITHIN THREE NASDAQ GLOBAL SELECT MARKET TRADING
DAYS OF THE DATE HEREOF.
AUTHORIZED SIGNATURE
(Please Type or Print)
Zip Code
|
|
Area Code and Telephone
Number: |
|
Dated: ,
2007
DO NOT SEND SHARE CERTIFICATES WITH THIS NOTICE OF GUARANTEED
DELIVERY. SHARE CERTIFICATES SHOULD BE SENT WITH YOUR LETTER OF
TRANSMITTAL.
5