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): June 20, 2010
LIBERTY MEDIA CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware |
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000-51990 |
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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.) |
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 June 20, 2010, Liberty Media Corporation (“Liberty”) announced that its board of directors authorized management to pursue a plan for the split-off of the businesses and other assets attributed to the Liberty Capital group and Liberty Starz group by redeeming all of the outstanding shares of Liberty Capital tracking stock (Nasdaq: LCAPA) and Liberty Starz tracking stock (Nasdaq: LSTZA) in exchange for shares of a newly formed company (“Newco”) that will hold the businesses and assets currently attributed to the Liberty Capital group and Liberty Starz group. After the redemption, Newco and Liberty will be separate public companies. Information related to the proposed split-off is set forth in the Press Release filed herewith as Exhibit 99.1.
As announced in the Press Release, Liberty hosted a conference call on June 21, 2010 beginning at 11:00 am (ET) where Greg Maffei, President and CEO of Liberty, discussed the announcement of the split-off. The transcript of the conference call held on June 21, 2010 relating to the proposed split-off is filed herewith as Exhibit 99.2.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
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Exhibit No. |
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Name |
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99.1 |
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Press Release dated June 20, 2010 |
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99.2 |
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Transcript of the Liberty Media Corporation Conference Call To Discuss Plan to Split-Off Liberty Capital and Liberty Starz held on June 21, 2010 |
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: June 21, 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 |