- Filing of certain prospectuses and communications in connection with business combination transactions (425)
11 8월 2010 - 12:49AM
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):
August 9,
2010
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
incorporation or organization)
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(Commission
File Number)
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(I.R.S. Employer
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
August 9, 2010, Liberty Media Corporation (the
Company
) issued a
press release (the
Earnings Release
) setting forth information,
including financial information regarding certain of its privately held assets,
which is intended to supplement 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 six
months ended June 30, 2010, filed with the Securities and Exchange
Commission (the
SEC
) on August 9, 2010.
This
Item 2.02 and the Earnings Release attached hereto as Exhibit 99.1 (other
than the portions thereof filed as part of Exhibit 99.2) are being
furnished to the SEC.
Item
8.01. Other Events
Also,
on August 9, 2010, the Company held an 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 Earnings
Release, the Earnings Call and the Slide Show, the Company discussed the
previously announced proposed split-off of the businesses, assets and
liabilities attributed to the Liberty Capital group and the Liberty Starz
group. The Earnings 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 Earnings 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 split-off 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 by reference into this Item 8.01
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 August 9, 2010
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99.2
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Excerpts
of communications relating to the proposed split-off
|
1
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:
August 10, 2010
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LIBERTY
MEDIA CORPORATION
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By:
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/s/
Wade Haufschild
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Name:
Wade Haufschild
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Title:
Vice President
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2
EXHIBIT INDEX
Exhibit No.
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Name
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99.1
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Press
Release dated August 9, 2010
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99.2
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Excerpts
of communications relating to the proposed split-off
|
3
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