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 7, 2011
LIBERTY MEDIA CORPORATION
(Exact name of registrant as specified in its charter)
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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.) |
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 Matters
On June 7, 2011 Liberty Media Corporation (“Liberty”) announced that The Bank of New York Mellon Trust Company, N.A. has appealed the Delaware Court of Chancery’s ruling that the pending split-off (“Split-Off”) of the Liberty Capital and Liberty Starz tracking stock groups will not constitute a disposition of all or substantially all the assets of Liberty Media, LLC under the indenture governing its public indebtedness. Liberty is requesting expedition of this appeal and hopes to complete the Split-Off prior to September 23, 2011, which is the last trading day on which Liberty can complete the Split-Off under the terms of Liberty’s charter without seeking another vote of the Liberty Capital and Liberty Starz tracking stockholders.
The consummation of the Split-Off is conditioned on a final non-appealable judgment in the Delaware matter, in addition to the other conditions disclosed in Liberty’s proxy statement.
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 7, 2011 |
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 7, 2011
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LIBERTY MEDIA CORPORATION | ||
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By: |
/s/ Wade Haufschild | |
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Name: |
Wade Haufschild |
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Title: |
Vice President |
Exhibit 99.1
LIBERTY MEDIA REPORTS APPEAL IN INDENTURE LITIGATION
Englewood, Colo, June 7 - Liberty Media Corporation (“Liberty”) (Nasdaq: LCAPA, LCAPB, LINTA, LINTB, LSTZA, LSTZB) announced that The Bank of New York Mellon Trust Company, N.A. has appealed the Delaware Court of Chancery’s ruling that the pending split-off (“Split-Off”) of the Liberty Capital and Liberty Starz tracking stock groups will not constitute a disposition of all or substantially all the assets of Liberty Media, LLC under the indenture governing its public indebtedness. Liberty is requesting expedition of this appeal and hopes to complete the Split-Off prior to September 23, 2011, which is the last trading day on which Liberty can complete the Split-Off under the terms of Liberty’s charter without seeking another vote of the Liberty Capital and Liberty Starz tracking stockholders.
The consummation of the Split-Off is conditioned on a final non-appealable judgment in the Delaware matter, in addition to the other conditions disclosed in Liberty’s proxy statement.
About Liberty Media Corporation
Liberty Media owns interests in a broad range of electronic retailing, media, communications and entertainment businesses. Those interests are attributed to three tracking stock groups: (1) the Liberty Interactive group (Nasdaq: LINTA, LINTB), which includes Liberty Media’s interests in QVC, Provide Commerce, Backcountry.com, Celebrate Interactive, Bodybuilding.com and Expedia, (2) the Liberty Starz group (Nasdaq: LSTZA, LSTZB), which includes Liberty Media’s interest in Starz, LLC, and (3) the Liberty Capital group (Nasdaq: LCAPA, LCAPB), which includes all businesses, assets and liabilities not attributed to the Interactive group or the Starz group including its subsidiaries the Atlanta National League Baseball Club, Inc., and TruePosition, Inc., Liberty Media’s interest in SIRIUS XM Radio, Inc., and minority equity investments in Live Nation, Time Warner Inc. and Viacom.
Additional Information
Nothing in this press release shall constitute a solicitation to buy or an offer to sell shares of the split-off entity or any of Liberty’s tracking stocks. The offer and sale of shares in the proposed split-off will only be made pursuant to Liberty CapStarz, Inc.’s effective registration statement (f/k/a Liberty Splitco, Inc.). Liberty stockholders and other investors are urged to read the Form S-4 registration statement on file with the SEC, including Liberty’s proxy statement/prospectus contained therein, because they contain important information about the split-off. Copies of Liberty’s and Liberty CapStarz, Inc.’s SEC filings are available free of charge at the SEC’s website (http://www.sec.gov). Copies of the filings together with the materials incorporated by reference therein are also available, without charge, by directing a request to Liberty Media Corporation, 12300 Liberty Boulevard, Englewood, Colorado 80112, Attention: Investor Relations, Telephone: (720) 875-5408.
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Contact: |
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Courtnee Ulrich |
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(720) 875-5420 |