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): February 28, 2008

 

 

 

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 2.02.  Results Of Operations and Financial Condition

 

On February 28, 2008, Liberty Media Corporation (the “Company”) issued a press release (the “Press Release”) setting forth information, including financial information regarding certain of its privately held assets, which supplements the financial statements and related Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2007, as filed with the Securities and Exchange Commission (the “SEC”).  The information included in the Press Release is not meant to serve as a release of financial results of the Company.

 

This Form 8-K and the Press Release attached hereto as Exhibit 99.1, insofar as they disclose historical information regarding the Company’s results of operations or financial condition for the year ended December 31, 2007, are being furnished to the SEC under Item 2.02 of Form 8-K.

 

Item 8.01.  Other Events

 

Also, on February 28, 2008, the Company held a fourth quarter 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 Press Release, the Earnings Call and the Slide Show, the Company discussed its intention to effect the reclassification of its Liberty Capital tracking stock, pursuant to which its existing Liberty Capital tracking stock would be reclassified into a reclassified Liberty Capital tracking stock and a new Liberty Entertainment tracking stock.  The Press Release, the transcript from the Earnings Call and the Slide Show are all archived on or accessible from the Company’s website.  The portions of the Press Release, the portions of the transcript from the Earnings Call and the portions of the Slide Show that relate to the discussion of the reclassification are being filed herewith as Exhibit 99.2 to this Form 8-K in compliance with Rule 425 (“Rule 425”) of the Securities Act of 1933, as amended, and are hereby incorporated in this Item 8.01.

 

In addition, on February 28, 2008, the Company issued a press release announcing that the new Liberty Entertainment tracking stock would trade, when issued, on March 3, 2008.  This press release is being filed herewith as Exhibit 99.3 to this Form 8-K in compliance with Rule 425 and is hereby incorporated in this Item 8.01.

 

Item 9.01.  Financial Statements and Exhibits

 

(d)  Exhibits

 

Exhibit No.		Name
99.1		Press Release dated February 28, 2008
99.2		Excerpts of communications relating to proposed reclassification
99.3		Press Release dated February 28, 2008

 

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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: February 28, 2008

 

						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 February 28, 2008
99.2		Excerpts of communications relating to proposed reclassification
99.3		Press Release dated February 28, 2008