- Filing of certain prospectuses and communications in connection with business combination transactions (425)
18 11월 2009 - 5:45AM
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 16,
2009
LIBERTY
MEDIA CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
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001-33982
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84-1288730
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(State or other jurisdiction of
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(Commission
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(I.R.S. Employer
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incorporation or organization)
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File Number)
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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 8.01.
Other Events
Special Meeting of Holders of
Liberty Entertainment Tracking Stock
On November 16,
2009, Liberty Media Corporation (
Liberty Media
)
issued a press release (the
Special Meeting Press
Release
) announcing that it will be holding a previously announced
special stockholder meeting on Thursday, November 19, 2009 at 9:30 a.m.,
NYC time, at Sheraton New York Hotel & Towers, 811 7th Avenue (53rd
Street), New York, NY 10019, Tel. No. (212) 581-1000. At the special meeting, the holders of the
Liberty Entertainment tracking stock will be asked to vote on, among other
things, the split-off of Liberty Entertainment, Inc. (
LEI
)
from Liberty Media and the business combination transaction between LEI and The
DIRECTV Group, Inc. Holders of
record of Liberty Entertainment tracking stock at 5 p.m., NYC time, on October 9,
2009, the record date for the special meeting, are eligible to vote at the
special meeting.
The special meeting will be broadcast live via the
Internet. All interested persons should
visit Liberty Medias website at http://www.libertymedia.com/events to register
for the webcast. An archive of the
webcast will also be available on this website for 30 days.
The Special Meeting Press
Release is filed herewith as Exhibit 99.1.
Starz
Entertainment to host Conference Call
with Deutsche Bank
On November 17,
2009, Liberty Media issued a press release (the
Conference
Call Press Release
) announcing it will host a conference call in
conjunction with Deutsche Bank, beginning at 12:00 pm (ET) on November 19,
2009. On that call, Starz Entertainment
management will discuss Starz Entertainment operations. During the call,
Liberty Media may make observations concerning its historical operating
performance and outlook and may discuss the pending split-off of a majority of
the assets and liabilities of the Entertainment Group and the related, proposed
business combination with The DIRECTV Group, Inc., as well as the related
redesignation of the Liberty Entertainment tracking stock as Liberty Starz
tracking stock. The Series A and Series B Liberty Starz tracking
stocks are currently trading on a when-issued basis under the symbols LSTAV
and LSTBV, respectively.
The conference call will
be available via teleconference, please dial in at least 10 minutes prior to the
start of the call.
Domestic - (800) 309-8606
International - (706)
679-0645
Access Code - 42317331
Replays of the conference
call can be accessed for one week by dialing (800) 642-1687 or (706) 645-9291
(outside USA) plus the pass code# 42317331.
In addition, the
conference call will be broadcast live via the Internet. All interested
participants should visit the Liberty Media website at
http://www.libertymedia.com/events to register for the web cast. Links to the
press release and replays of the call will also be available on the Liberty
Media website. The conference call and related materials will be archived on
the website for 30 days.
The Conference Call Press
Release is filed herewith as Exhibit 99.2.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit No.
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Name
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99.1
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Press Release dated
November 16, 2009
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99.2
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Press Release dated
November 17, 2009
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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 17, 2009
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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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Title: Vice President
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3
EXHIBIT
INDEX
Exhibit No.
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Name
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99.1
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Press Release dated
November 16, 2009
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99.2
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Press Release dated
November 17, 2009
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4
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