Form Of Restated Certificate Of Incorporation

EXHIBIT 3.2


FORM OF


RESTATED CERTIFICATE OF INCORPORATION


OF


LIBERTY MEDIA CORPORATION


LIBERTY MEDIA CORPORATION, A CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, HEREBY CERTIFIES AS FOLLOWS:


(1) THE NAME OF THE CORPORATION IS LIBERTY MEDIA CORPORATION.
THE ORIGINAL CERTIFICATE OF INCORPORATION OF THE CORPORATION WAS FILED
ON SEPTEMBER 30, 1994. THE RESTATED CERTIFICATE OF INCORPORATION OF THE
CORPORATION WAS FILED ON MARCH 8, 1999. THE NAME UNDER WHICH THE
CORPORATION WAS ORIGINALLY INCORPORATED IS LIBERTY MEDIA CORPORATION.


(2) THIS RESTATED CERTIFICATE OF INCORPORATION RESTATES AND
AMENDS THE RESTATED CERTIFICATE OF INCORPORATION OF THE CORPORATION.


(3) PURSUANT TO SECTIONS 242 AND 245 OF THE GENERAL
CORPORATION LAW OF THE STATE OF DELAWARE, THE TEXT OF THE RESTATED
CERTIFICATE OF INCORPORATION IS HEREBY RESTATED TO READ IN ITS ENTIRETY
AS FOLLOWS:


"ARTICLE I


NAME


The name of the corporation is Liberty Media Corporation (the "Corporation").


ARTICLE II


REGISTERED OFFICE


The address of the registered office of the Corporation in the State of Delaware is 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, 19808. The name of its registered agent at such address is The Prentice-Hall Corporation System, Inc.


ARTICLE III


PURPOSE


The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware ("DGCL").


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ARTICLE IV


AUTHORIZED STOCK


The total number of shares of capital stock which the Corporation shall have authority to issue is four billion four hundred fifty million (4,450,000,000) shares, which shall be divided into the following classes:


(a) Four billion four hundred million (4,400,000,000) shares shall be of a class designated Common Stock, par value $1.00 per share ("Common Stock"), such class to be divided into series as provided in Section A of this Article IV; and


(b) Fifty million (50,000,000) shares shall be of a class designated Preferred Stock, par value $0.01 per share ("Preferred Stock"), such class to be issuable in series as provided in Section B of this Article IV.


Effective upon the filing of this Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, (i) each share of the Class A Common Stock, par value $.0001 per share, of the Corporation that is issued and outstanding shall thereupon be reclassified and changed, ipso facto and without any other action on the part of the stockholders thereof, into one share of the Series A Common Stock, par value $1.00 per share, of the Corporation, (ii) each share of the Class B Common Stock, par value $.0001 per share, of the Corporation that is issued and outstanding shall thereupon be reclassified and changed, ipso facto and without any other action on the part of the stockholders thereof, into one share of the Series A Common Stock, par value $1.00 per share, of the Corporation, and (iii) each share of the Class C Common Stock, par value $.0001 per share, of the Corporation that is issued and outstanding shall thereupon be reclassified and changed, ipso facto and without any other action on the part of the stockholders thereof, into one share of the Series B Common Stock, par value $1.00 per share, of the Corporation.


The description of the Common Stock and the Preferred Stock of the Corporation, and the relative rights, preferences and limitations thereof, or the method of fixing and establishing the same, are as hereinafter in this Article IV set forth:


SECTION A


SERIES A COMMON STOCK AND SERIES B COMMON STOCK


Four billion (4,000,000,000) shares of Common Stock shall be of a series designated as Series A Common Stock (the "Series A Common Stock") and four hundred million (400,000,000) shares of Common Stock shall be of a series designated as Series B Common Stock (the "Series B Common Stock").


Each share of Series A Common Stock and each share of Series B Common Stock shall, except as otherwise provided in this Section A, be identical in all respects and shall have equal rights, powers and privileges.


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1. Voting Rights.


Holders of Series A Common Stock shall be entitled to one vote for each share of such stock held, and holders of Series B Common Stock shall be entitled to ten votes for each share of such stock held, on all matters presented to such stockholders. Except as may otherwise be required by the laws of the State of Delaware or, with respect to any series of Preferred Stock, in any resolution or resolutions providing for the establishment of such series pursuant to authority vested in the Board of Directors by Article IV, Section B, of this Restated Certificate of Incorporation (as it may from time to time hereafter be amended or restated, the "Certificate"), the holders of outstanding shares of Series A Common Stock, the holders of outstanding shares of Series B Common Stock and the holders of outstanding shares of each series of Preferred Stock entitled to vote thereon, if any, shall vote as one class with respect to the election of directors and with respect to all other matters to be voted on by stockholders of the Corporation (including, without limitation, any proposed amendment to this Certificate that would increase the number of authorized shares of Series A Common Stock or Series B Common Stock or of any other class or series of stock or decrease the number of authorized shares of any class or series of stock (but not below the number of shares thereof then outstanding)), and no separate vote or consent of the holders of shares of Series A Common Stock, the holders of shares of Series B Common Stock or the holders of shares of any such series of Preferred Stock shall be required for the approval of any such matter.


2. Conversion Rights.


Each share of Series B Common Stock shall be convertible, at the option of the holder thereof, into one share of Series A Common Stock. Any such conversion may be effected by any holder of Series B Common Stock by surrendering such holder's certificate or certificates for the Series B Common Stock to be converted, duly endorsed, at the office of the Corporation or any transfer agent for the Series B Common Stock, together with a written notice to the Corporation at such office that such holder elects to convert all or a specified number of shares of Series B Common Stock represented by such certificate and stating the name or names in which such holder desires the certificate or certificates for Series A Common Stock to be issued. If so required by the Corporation, any certificate for shares surrendered for conversion shall be accompanied by instruments of transfer, in form satisfactory to the Corporation, duly executed by the holder of such shares or the duly authorized representative of such holder. Promptly thereafter, the Corporation shall issue and deliver to such holder or such holder's nominee or nominees, a certificate or certificates for the number of shares of Series A Common Stock to which such holder shall be entitled as herein provided. Such conversion shall be deemed to have been made at the close of business on the date of receipt by the Corporation or any such transfer agent of the certificate or certificates, notice and, if required, instruments of transfer referred to above, and the person or persons entitled to receive the Series A Common Stock issuable on such conversion shall be treated for all purposes as the record holder or holders of such Series A Common Stock on that date. A number of shares of Series A Common Stock equal to the number of shares of Series B Common Stock outstanding from time to time shall be set aside and reserved for issuance upon conversion of shares of Series B Common Stock. Shares of Series B Common Stock that have been converted hereunder shall become treasury shares that may be issued or retired by resolution of the Board of Directors. Shares of Series A Common Stock shall not be convertible into shares of Series B Common Stock.


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3. Dividends.


Subject to paragraph 4 of this Section A, whenever a dividend is paid to the holders of Series A Common Stock, the Corporation also shall pay to the holders of Series B Common Stock a dividend per share equal to the dividend per share paid to the holders of the Series A Common Stock, and whenever a dividend is paid to the holders of Series B Common Stock, the Corporation also shall pay to the holders of the Series A Common Stock a dividend per share equal to the dividend per share paid to the holders of the Series B Common Stock. Dividends shall be payable only as and when declared by the Board of Directors of the Corporation out of assets of the Corporation legally available therefor.


4. Share Distributions.


If at any time a distribution paid in Series A Common Stock or Series B Common Stock or any other securities of the Corporation or of any other corporation, partnership, limited liability company, trust or other legal entity ("Person") (hereinafter sometimes called a "share distribution") is to be made with respect to the Series A Common Stock or Series B Common Stock, such share distribution may be declared and paid only as follows:


(a) a share distribution consisting of shares of Series A Common Stock (or Convertible Securities that are convertible into, exchangeable for or evidence the right to purchase shares of Series A Common Stock) to holders of Series A Common Stock and Series B Common Stock, on an equal per share basis; or consisting of shares of Series B Common Stock (or Convertible Securities that are convertible into, exchangeable for or evidence the right to purchase shares of Series B Common Stock) to holders of Series A Common Stock and Series B Common Stock, on an equal per share basis; or consisting of shares of Series A Common Stock (or Convertible Securities that are convertible into, exchangeable for or evidence the right to purchase shares of Series A Common Stock) to holders of Series A Common Stock and, on an equal per share basis, shares of Series B Common Stock (or Convertible Securities that are convertible into, exchangeable for or evidence the right to purchase shares of Series B Common Stock) to holders of Series B Common Stock; and


(b) a share distribution consisting of shares of any class or series of securities of the Corporation or any other Person other than Series A Common Stock or Series B Common Stock (or Convertible Securities that are convertible into, exchangeable for or evidence the right to purchase shares of Series A Common Stock or Series B Common Stock), either on the basis of a distribution of identical securities, on an equal per share basis, to holders of Series A Common Stock and Series B Common Stock or on the basis of a distribu ...