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): October 22, 2009

 

LIBERTY MEDIA CORPORATION

(Exact name of registrant as specified in its charter)

 

 

12300 Liberty Blvd.

Englewood, Colorado 80112

(Address of principal executive offices and zip code)

 

Registrant’s 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

 

On October 22, 2009, Liberty Media Corporation (Liberty Media) issued a press release announcing that the registration statement on Form S-4 filed by Liberty Entertainment, Inc. (LEI), a wholly owned subsidiary of Liberty Media, in connection with the split-off of LEI from Liberty Media (the Split-Off), has been declared effective by the Securities and Exchange Commission and that Liberty Media has commenced mailing the definitive proxy statement/prospectus relating to a special meeting of the holders of Liberty Entertainment common stock.  At the special meeting, the holders will be asked to vote on, among other things, the Split-Off and the business combination transaction between LEI and The DIRECTV Group, Inc. (the DTV Business Combination).  Holders of record of Liberty Entertainment common 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 held on 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. The press release is filed herewith as Exhibit 99.1.

 

Also, in connection with the related DIRECTV stockholder litigation, the Delaware Court of Chancery (the Court) has been advised of the proposed approval of the settlement of the action In re The DirecTV Group, Inc., Shareholder Litig., Consolid. C.A. No. 4581-VCP that was pending against DIRECTV, Liberty Media and the DIRECTV board of directors. The Court has scheduled a hearing on November 25, 2009 for final approval of the settlement, at which time the Court will hear any objections to the settlement.

 

Item 9.01.  Financial Statements and Exhibits

 

(d)  Exhibits

 

Exhibit No.		Name
99.1		Press Release dated October 22, 2009

 

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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: October 22, 2009

 

	LIBERTY MEDIA CORPORATION
	By:	/s/ Mark E. Burton
	Name:	Mark E. Burton
	Title:	Vice President

 

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EXHIBIT INDEX

 

Exhibit No.		Name
99.1		Press Release dated October 22, 2009

 

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