Liberty Media Corp-Filing of certain prospectuses and communications in connection with business combination transactions (425)
10 11월 2007 - 6:24AM
Edgar (US Regulatory)
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
9, 2007
LIBERTY
MEDIA CORPORATION
(Exact name of
registrant as specified in its charter)
Delaware
|
000-51990
|
84-1288730
|
(State or other jurisdiction of
|
(Commission
|
(I.R.S. Employer
|
incorporation or organization)
|
File Number)
|
Identification No.)
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12300
Liberty Blvd.
Englewood,
Colorado 80112
(Address of
principal executive offices and zip code)
Registrants
telephone number, including area code:
(720)
875-5400
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):
x
Written communications pursuant to Rule
425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02. Results Of Operations and Financial
Condition
On
November 9, 2007, Liberty Media Corporation (the Company) issued a press
release (the Press Release) setting forth information, including financial
information regarding certain of its privately held assets, which supplements
the financial statements and related Managements Discussion and Analysis of
Financial Condition and Results of Operations contained in the Companys
Quarterly Report on Form 10-Q for the quarter ended September 30, 2007, which was filed with the
Securities and Exchange Commission (the SEC) on November 9, 2007. The
information included in the Press Release is not meant to serve as a release of
financial results of the Company.
This
Form 8-K and the Press Release attached hereto as Exhibit 99.1, insofar as they
disclose historical information regarding the Companys results of operations
or financial condition for the quarter ended September 30, 2007, are being
furnished to the SEC under Item 2.02 of Form 8-K.
Item 8.01. Other Events
Also,
on November 9, 2007, the Company held a third quarter earnings call (the Earnings
Call) and made available on its website a slide show presentation (the Slide
Show) for reference during the Earnings Call. In each of the Press
Release, the Earnings Call and the Slide Show, the Company discussed its
intention to effect a proposed reclassification of its Liberty Capital tracking
stock, pursuant to which its existing Liberty Capital tracking stock would be
reclassified into a reclassified Liberty Capital tracking stock and a new
Liberty Entertainment tracking stock. The Press Release, the
transcript from the Earnings Call and the Slide Show are all archived on or
accessible from the Companys website.
The
portions of the Press Release, the portions of the transcript from the Earnings
Call and the portions of the Slide Show that relate to the discussion of the
proposed reclassification are being filed herewith as Exhibit 99.2 to this Form
8-K in compliance with Rule 425 of the Securities Act of 1933, as amended and
are hereby incorporated in this Item 8.01.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
.
Exhibit
No.
|
|
Name
|
99.1
|
|
Press Release dated
November 9, 2007
|
99.2
|
|
Excerpts of
communications relating to proposed reclassification
|
2
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 9, 2007
|
|
LIBERTY MEDIA
CORPORATION
|
|
|
|
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By:
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/s/ Mark E. Burton
|
|
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Name:
Mark E. Burton
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|
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Title:
Vice President
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|
|
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3
EXHIBIT INDEX
Exhibit
No.
|
|
Name
|
99.1
|
|
Press Release
dated November 9, 2007
|
99.2
|
|
Excerpts of
communications relating to proposed reclassification
|
Liberty Media Corp. - Liberty Cap Class A Common Stock (MM) (NASDAQ:LCAPA)
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