UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 2
to
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934
LIBERTY MEDIA CORPORATION
(Name of Subject Company (Issuer))
LIBERTY MEDIA CORPORATION
(Name of Filing Person (Offeror/Issuer))
OPTIONS TO PURCHASE SERIES A LIBERTY INTERACTIVE COMMON STOCK, PAR VALUE $0.01
PER SHARE
(Title of Class of Securities)
53071M104
(CUSIP Number of Class of Securities)
     
Charles Y. Tanabe   Copy to:
Executive Vice President and General Counsel   Robert W. Murray Jr.
LIBERTY MEDIA CORPORATION   Baker Botts L.L.P.
12300 Liberty Boulevard   30 Rockefeller Plaza
Englewood, Colorado 80112   New York, New York 10112-4498
(720) 875-5400   (212) 408-2500
     
(Name, address, and telephone numbers of person authorized to    
receive notices and communications on behalf of filing persons)    
CALCULATION OF FILING FEE
           
 
  Transaction Valuation*     Amount of Filing Fee**  
  $5,177,369     $203.47  
 
 
*   Estimated solely for purposes of calculating the amount of the filing fee. The calculation of the transaction valuation assumes that 5,741,468 options to purchase the Issuer’s Series A Liberty Interactive common stock that are outstanding under the 2000 Incentive Plan, as amended and restated effective February 22, 2007, and the 2007 Incentive Plan, effective February 22, 2007, will be eligible for exchange and will be tendered pursuant to the offer. These options have an aggregate value of $5,177,369 calculated based on a Black-Scholes-Merton option pricing model based on (1) a price per share of Series A Liberty Interactive common stock of $2.86, the closing price of the Issuer’s Series A Liberty Interactive common stock as reported on The Nasdaq Global Select Market as of March 3, 2009, for 2,870,734 market options and (2) a price per share of Series A Liberty Interactive common stock of $6.00 for 2,870,734 premium options.
 
**   The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, equals $39.30 per million of the value of the transaction (prorated for amounts less than one million).
þ   Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, of the Form or Schedule and the date of its filing.
         
 
  Amount Previously Paid:   $203.47
 
  Form or Registration No.:     Schedule TO
 
  Filing Party:   Liberty Media Corporation
 
  Date Filed:   March 9, 2009
o   Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:
o   third-party tender offer subject to Rule 14d-1.
 
þ   issuer tender offer subject to Rule 13e-4.
 
o   going-private transaction subject to Rule 13e-3.
 
o   amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender offer: o
 
 

 

 

          This Amendment No. 2 (this “Amendment”) amends and supplements the Issuer Tender Offer Statement on Schedule TO (as amended and supplemented from time to time, the “Tender Offer Statement”) originally filed with the Securities and Exchange Commission on March 9, 2009, by Liberty Media Corporation, a Delaware corporation (“Liberty Media”), in connection with its offer to exchange certain outstanding stock options to purchase Series A Liberty Interactive common stock, par value $0.01 per share (“LINTA shares”), that are properly tendered and not properly withdrawn for new options to purchase LINTA shares from the employees of Liberty Media’s subsidiaries QVC, Inc and BuySeasons, Inc., upon the terms and subject to the conditions set forth in the Offer to Exchange Certain Outstanding Stock Options for New Stock Options, dated March 9, 2009, as amended (the “Offer to Exchange”), and the related election form and withdrawal form (which together, as they may be amended or supplemented from time to time, constitute the exchange offer).
          The information in the Offer to Exchange is incorporated in this Amendment by reference in response to all of the applicable items in the Tender Offer Statement, except that such information is hereby amended and supplemented to the extent specifically provided herein. All defined terms used in this Amendment have the same meaning as in the Offer to Exchange, unless otherwise indicated.
          The Offer to Exchange is hereby amended and supplemented as follows:
1.   The third sentence of the penultimate paragraph under the Section “Conditions of the Exchange Offer” on page 38 of the Offer to Exchange is hereby amended by replacing such sentence in its entirety with the following:
          “The foregoing conditions are for our sole benefit and may be waived by us, in whole or in part at any time prior to the Expiration Date, in our sole discretion.”

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SIGNATURE
          After due 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.
LIBERTY MEDIA CORPORATION
             
 
  By:
Name: 		  /s/ Pamela L. Coe
 
Pamela L. Coe 		   
 
  Title:   Vice President and Deputy General
Counsel		    
Date: March 26, 2009

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EXHIBIT INDEX
     
Exhibit No.   Description
(a)(1)(A)*
  Offer to Exchange Certain Outstanding Stock Options for New Stock Options, dated March 9, 2009
 
    
(a)(1)(B)*
  Election Form
 
    
(a)(1)(C)*
  Withdrawal Form
 
    
(a)(1)(D)*
  BuySeasons Cover Letter
 
    
(a)(1)(E)*
  QVC Cover Letter
 
    
(a)(1)(F)*
  Form of Email Communication to Employees
 
    
(a)(1)(G)*
  Form of Individual Listing of Eligible Options
 
    
(a)(1)(H)**
  Form of QVC Email to Employees Regarding Amendment No. 1
 
    
(a)(1)(I)**
  Form of BuySeasons Email to Employees Regarding Amendment No. 1
 
    
(b)
  Not applicable
 
    
(d)(1)*
  Liberty Media Corporation 2000 Incentive Plan (As Amended and Restated Effective February 22, 2007) (the “2000 Incentive Plan”) (incorporated by reference to Exhibit 10.15 to the Registrant’s Annual Report on 10-K for the year ending December 31, 2008 as filed February 27, 2009 (the “2008 10-K”)
 
    
(d)(2)*
  Liberty Media Corporation 2007 Incentive Plan (the “2007 Incentive Plan”) (incorporated by reference to Exhibit 10.16 to the 2008 10-K)
 
    
(d)(3)*
  Form of Non-Qualified Stock Option Agreement under the 2000 Incentive Plan for BuySeasons-General
 
    
(d)(4)*
  Form of Non-Qualified Stock Option Agreement under the 2000 Incentive Plan for QVC-General
 
    
(d)(5)*
  Form of Non-Qualified Stock Option Agreement under the 2000 Incentive Plan for BuySeasons-Designated
 
    
(d)(6)*
  Form of Non-Qualified Stock Option Agreement under the 2000 Incentive Plan for QVC-Designated
 
    
(d)(7)*
  Form of Non-Qualified Stock Option Agreement under the 2007 Incentive Plan for BuySeasons-General
 
    
(d)(8)*
  Form of Non-Qualified Stock Option Agreement under the 2007 Incentive Plan for QVC-General
 
    
(d)(9)*
  Form of Non-Qualified Stock Option Agreement under the 2007 Incentive Plan for BuySeasons-Designated
 
    
(d)(10)*
  Form of Non-Qualified Stock Option Agreement under the 2007 Incentive Plan for QVC-Designated
 
    
(g)
  Not applicable
 
    
(h)
  Not applicable
 
*   Previously filed with the Tender Offer Statement on March 9, 2009
 
**   Previously filed with Amendment No. 1 to the Tender Offer Statement on March 20, 2009

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