UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D/A

 

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

 

 

 

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

SCHEDULE 13D
(Amendment No. 2)

 

Statement of

 

LIBERTY MEDIA CORPORATION

 

Pursuant to Section 13(d) of the
Securities Exchange Act of 1934

 

in respect of

 

TICKETMASTER ENTERTAINMENT, INC.

 

This Amendment No. 2 to Schedule 13D (“Amendment No. 2”) amends the Schedule 13D (“Initial Schedule 13D”) originally filed with the Commission by Liberty Media Corporation, a Delaware corporation (the “Reporting Person” or “Liberty”), on August 29, 2008 (the “Liberty Schedule 13D”), as amended by Amendment No. 1 thereto filed on February 25, 2009 (“Amendment No. 1” together with Initial Schedule 13D, the “Liberty Schedule 13D”) and relates to the common stock, par value $.01 per share (the “Common Stock”), of Ticketmaster Entertainment, Inc., a Delaware corporation (the “Issuer”).  Capitalized terms not defined herein have the meanings given to such terms in the Liberty Schedule 13D.  As set forth below, the Reporting Person no longer beneficially owns, or has power to vote or direct the vote of, any shares of the Common Stock and accordingly this Amendment No. 2 constitutes the final amendment to the Liberty Schedule 13D and an exit filing for the Reporting Person.

 

Item 2.  Identity and Background.

 

The information contained in Item 2 of the Liberty Schedule 13D is hereby amended and supplemented by adding the following information:

 

Schedule 1 attached hereto contains the following information concerning each director, executive officer or controlling person of the Reporting Person: (i) name and residence or business address, (ii) principal occupation or employment, and (iii) the name, principal business and address of any corporation or other organization in which such employment is conducted. Schedule 1 is incorporated herein by reference.

 

During the last five years, neither the Reporting Person nor, to the knowledge of the Reporting Person, any of the persons identified on Schedule 1 (the “Schedule 1 Persons”) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, neither the Reporting Person nor, to the knowledge of the Reporting Person, any of the Schedule 1 Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, is or was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

Item 4.  Purpose of Transaction.

 

The information contained in Item 4 of the Liberty Schedule 13D is hereby amended and supplemented by adding the following information:

 

On January 25, 2010, the Issuer consummated the transactions contemplated by the Agreement and Plan of Merger (the “Merger Agreement”) with Live Nation, Inc., a Delaware corporation (“Live Nation”).  Pursuant to the Merger Agreement, the Issuer merged with and into a Delaware limited liability company and wholly owned subsidiary of Live Nation (“Merger Sub”) and Merger Sub continued as the surviving corporation following the

 

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Merger (the “Merger”).  At the effective time of the Merger (“Effective Time”), each issued and outstanding share of the Common Stock held by the Reporting Person was converted into the right to receive 1.474 shares of Live Nation common stock, par value $0.01 per share (“LN Common Stock”).  Also at the Effective Time, the Spinco Agreement and the registration rights agreement dated as of August 20, 2008 between the Issuer and Liberty ceased to be of any force and effect with respect to the Common Stock or the LN Common Stock.

 

Item 5.  Interest in Securities of the Issuer.

 

The information contained in Item 5 of the Liberty Schedule 13D is hereby amended and supplemented by adding the following information:

 

(a)  and (b)  The responses of the Reporting Person to Rows (7) through (13) of the second page of this Amendment are incorporated herein by reference.  As a result of the completion of the Merger on January 25, 2010, the Reporting Person no longer beneficially owns any shares of Common Stock.  Except as previously disclosed in the Schedule 13D, to the knowledge of the Reporting Person, no Schedule 1 Person beneficially owns shares of Common Stock.

 

(c)  Except as described herein, neither the Reporting Person nor, to the knowledge of the Reporting Person, any Schedule 1 Person has acquired or disposed of any shares of Common Stock in the past sixty days.

 

(d)  Not applicable.

 

(e)  January 25, 2010.

 

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

The information contained in Item 6 of the Liberty Schedule 13D is hereby amended and supplemented by adding the following information:

 

The information contained under Item 4 is incorporated by reference in this Item 6.

 

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Signature

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: January 27, 2010	LIBERTY MEDIA CORPORATION
	By:	/s/ Charles Y. Tanabe
		Name:  Charles Y. Tanabe
		Title:    Executive Vice President and General Counsel

 

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Schedule 1

 

DIRECTORS AND EXECUTIVE OFFICERS
OF
LIBERTY MEDIA CORPORATION

 

The name and present principal occupation of each director and executive officer of Liberty are set forth below.  Unless otherwise noted, the business address for each person listed below is c/o Liberty Media Corporation, 12300 Liberty Boulevard, Englewood, Colorado  80112.  All executive officers and directors listed are United States citizens, except for David J.A. Flowers, who is a citizen of Canada.

 

Name and Business Address (if applicable)		Principal Occupation and Principal Business (if applicable)
John C. Malone		Chairman of the Board and Director of Liberty
Robert R. Bennett		Director of Liberty
Donne F. Fisher 5619 DTC Parkway Suite 1150 Greenwood Village, Colorado 80111		Director of Liberty; President of Fisher Capital Partners, Ltd.
M. Ian G. Gilchrist		Director of Liberty
Gregory B. Maffei		President, Chief Executive Officer and Director of Liberty
Evan D. Malone		Director of Liberty; Owner and Manager of 1525 South Street LLC
David E. Rapley		Director of Liberty
M. LaVoy Robison 1727 Tremont Place Denver, Colorado 80202		Director of Liberty; Executive Director and a Board Member of the Anschutz Foundation
Larry E. Romrell		Director of Liberty
David J.A. Flowers		Senior Vice President and Treasurer of Liberty
Albert E. Rosenthaler		Senior Vice President of Liberty
Christopher W. Shean		Senior Vice President and Controller of Liberty
Charles Y. Tanabe		Executive Vice President and General Counsel of Liberty

 

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