sctovc
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934
LIBERTY GLOBAL, INC.
(Name of Subject Company (Issuer))
LIBERTY GLOBAL, INC.
(Name of Filing Person (Offeror/Issuer))
SERIES A COMMON STOCK, PAR VALUE $0.01 PER SHARE
SERIES C COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
53055101 (SERIES A COMMON STOCK)
53055309 (SERIES C COMMON STOCK)
(CUSIP Number of Class of Securities)
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Elizabeth M. Markowski
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Copy to: |
Senior Vice President and Secretary
LIBERTY GLOBAL, INC.
12300 Liberty Boulevard
Englewood, Colorado 80112
(303) 220-6600
(Name, address, and telephone numbers of person authorized to
receive notices and communications on behalf of filing persons)
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Robert W. Murray Jr.
Baker Botts L.L.P.
30 Rockefeller Plaza
New York, New York 10112-4498
(212) 408-2500 |
CALCULATION OF FILING FEE
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Transaction Valuation* |
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Amount of Filing Fee |
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Not applicable |
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Not applicable |
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* |
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No filing fee is required because this filing contains only preliminary communications made before the
commencement of a tender offer. |
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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. |
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Amount Previously Paid:
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N/A |
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Form or Registration No.:
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N/A |
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Filing Party:
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N/A |
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Date Filed:
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N/A |
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x |
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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:
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third-party tender offer subject to Rule 14d-1. |
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issuer tender offer subject to Rule 13e-4. |
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going-private transaction subject to Rule 13e-3. |
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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
During the Companys fourth quarter earnings conference call with investors and analysts on
March 1, 2007, the following statement was made on a presentation slide posted on the Companys web
site:
Continued appetite to buy back stock.
During the formal presentation, the statement was made that the Company is a net buyer of its
own stock at current price levels, and that the Company seeks to put its cash to work in a manner
that provides the highest return on equity.
In response to a question regarding stock buybacks during the question and answer session, the
statement was made that the Company constantly analyzes its available liquidity and opportunities
for using that liquidity, and that looking at the Companys estimated growth over the next two
years being net buyers of the Companys own stock is a smart deployment of the Companys capital.
References in this Schedule TO-C to the tender offers are for informational purposes only and
do not constitute an offer to buy, or the solicitation of an offer to sell, any shares. The full
details of the tender offers, including complete instructions on how to tender shares, along with
the letters of transmittal and related materials, are expected to be mailed to stockholders on or
about March 6, 2007. Stockholders should carefully read the offer to purchase, the letters of
transmittal and other related materials when they are available because they will contain important
information. Stockholders may obtain free copies, when available, of the Tender Offer Statement on
Schedule TO, the offer to purchase and other documents that will be filed by Liberty Global with
the U.S. Securities and Exchange Commission at the commissions website at www.sec.gov.
Stockholders also may obtain a copy of these documents, without charge, from D.F. King & Co., Inc.,
the information agent for the tender offers, by calling toll free 1-800-207-3158. Stockholders are
urged to read these materials carefully prior to making any decision with respect to either or both
tender offers.