-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Lqnnb6faWgCsEGDAU21OZrxEyoH3SkvgrbQ8+tRtpuzu4IPHQwTFasn8ysVCIfOz vmk//bwZoy8bdXKlaYCB5Q== 0001047469-06-011277.txt : 20060825 0001047469-06-011277.hdr.sgml : 20060825 20060825143243 ACCESSION NUMBER: 0001047469-06-011277 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060824 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20060825 DATE AS OF CHANGE: 20060825 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LIBERTY MEDIA CORP CENTRAL INDEX KEY: 0001355096 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 841288730 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-51990 FILM NUMBER: 061055581 BUSINESS ADDRESS: STREET 1: 12300 LIBERTY BOULEVARD CITY: ENGLEWOOD STATE: CO ZIP: 80112 BUSINESS PHONE: 7208755400 MAIL ADDRESS: STREET 1: 12300 LIBERTY BOULEVARD CITY: ENGLEWOOD STATE: CO ZIP: 80112 FORMER COMPANY: FORMER CONFORMED NAME: Liberty Media Holding CORP DATE OF NAME CHANGE: 20060303 8-K 1 a2172912z8-k.txt 8-K 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): AUGUST 24, 2006 LIBERTY MEDIA CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 000-51990 84-1288730 - ------------------------------- ------------ ------------------- (State or other jurisdiction of (Commission (I.R.S. Employer incorporation or organization) File Number) 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 (Former name or former address, if changed since last report) 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): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 7.01. REGULATION FD DISCLOSURE On August 24, 2006, Liberty Media Corporation ("Liberty") issued a press release announcing that it and IDT Corporation ("IDT") had completed the first stage of the previously announced acquisition by Liberty of IDT's Entertainment Division. The closing encompasses all of IDT Entertainment's U.S. and certain international operations. The parties expect that the remainder of the transaction comprising IDT Entertainment's Canadian and Australian operations will occur in the next several weeks. IDT Entertainment will be combined with Liberty subsidiary Starz Entertainment Group and will be attributed to the Liberty Capital Group. This Form 8-K and the press release attached hereto as Exhibit 99.1 are being furnished to the SEC under Item 7.01 of Form 8-K in satisfaction of the public disclosure requirements of Regulation FD. 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: August 25, 2006 LIBERTY MEDIA CORPORATION By: /s/ CHRISTOPHER W. SHEAN ------------------------------------ Name: Christopher W. Shean Title: Senior Vice President and Controller EX-99.1 2 a2172912zex-99_1.txt EX 99.1 EXHIBIT 99.1 FOR IMMEDIATE RELEASE AUGUST 24, 2006 LIBERTY MEDIA, IDT CLOSE FIRST STAGE OF LIBERTY ACQUISITION OF IDT ENTERTAINMENT Englewood, CO and Newark, NJ -- Liberty Media Corporation (NASDAQ:LINTA, LCAPA) and IDT Corporation (NYSE: IDT, IDT.C) announced today that they have completed the first stage of the previously announced acquisition by Liberty of IDT's Entertainment Division. Today's closing encompasses all of the U.S. and certain international operations. The parties expect that the remainder of the transaction comprising the sale of the Canadian and Australian operations will occur in the next several weeks after certain regulatory approvals have been obtained and customary closing conditions have been satisfied. IDT's Entertainment Division will be combined with Liberty subsidiary Starz Entertainment Group and will be attributed to the Liberty Capital Group. "Joining IDT Entertainment and Starz will allow both to benefit and grow as part of an integrated media organization with substantial programming production capabilities and access to all distribution outlets," said Liberty president and CEO Gregory B. Maffei. "And this transaction advances our strategy of converting passive assets into operating business units." "In a few short years, IDT Entertainment grew from a start-up to a producer and distributor of first class animated and live action programming," said Jim Courter, CEO of IDT Corporation. "The next phase of its development will be directed by Liberty Media, a company with a record for realizing the potential of media and entertainment assets." Liberty Media Corporation is a holding company that owns interests in a broad range of electronic retailing, media, communications and entertainment businesses. Those interests are attributed to two tracking stock groups: the Liberty Interactive group, which includes Liberty's interests in QVC, Provide Commerce, IAC/InterActiveCorp and Expedia, and the Liberty Capital group, which includes all of Liberty's assets that are not attributed to the Liberty Interactive group, including Liberty's interests in Starz Entertainment Group and News Corporation. Starz Entertainment Group LLC (SEG) is a premium movie service provider operating in the United States. SEG offers 16 movie channels including the flagship Starz(R) and Encore(R) brands with approximately 14.6 million and 26.4 million subscribers respectively. Starz Entertainment Group airs more than 1,000 movies per month across its pay TV channels and offers advanced services including Starz HDTV, Starz On Demand and Vongo(SM). Starz Entertainment Group is a wholly-owned subsidiary of Liberty Media Corporation that is attributed to Liberty Capital Group. WWW.STARZ.COM. IDT Corporation ("IDT") is a multinational company that operates its businesses through its subsidiary divisions. Through its Telecom subsidiary, IDT provides telecommunications services worldwide to the retail and wholesale markets. IDT's Capital division incubates newer businesses, and the company's Spectrum subsidiary holds its spectrum license assets. IDT Telecom provides retail and wholesale telecommunications services and products, including pre-paid and rechargeable calling cards, consumer local, long distance, and wireless phone services, and wholesale carrier services. Through IDT's recent purchase and integration of Net2Phone, the company also provides a range of voice over Internet protocol (VoIP) communications services. IDT Capital's operations include an Energy Services Company (ESCO) in New York State, brochure distribution and other smaller initiatives. IDT Corporation's Class B Common Stock and Common Stock trade on the New York Stock Exchange under the ticker symbols IDT and IDT.C respectively. Liberty Media Contact: John Orr (720) 875-5622 Starz Contact: Tom Southwick (720) 852-5821 IDT Contact: Gil Nielsen (973) 438-3553 -----END PRIVACY-ENHANCED MESSAGE-----