- Amended Statement of Beneficial Ownership (SC 13D/A)
November 25 2009 - 1:36PM
Edgar (US Regulatory)
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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13D/A
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Under the Securities Exchange Act
of 1934
(Amendment No. 4)*
(Name of Issuer)
Common
Stock, par value $0.01 per share
(Title of Class of
Securities)
(CUSIP Number)
Charles
Y. Tanabe, Esq.
Executive
Vice President
Liberty
Media Corporation
12300
Liberty Boulevard
Englewood,
CO 80112
(720)
875-5400
(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/A, 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 persons
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 (Act) or otherwise subject to the liabilities
of that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
CUSIP Number
540211109
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1.
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Names of Reporting Persons.
Liberty Media Corporation
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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x
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3.
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SEC Use Only
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4.
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Source of Funds (See
Instructions)
OO
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5.
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Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
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6.
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
0
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
0
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11.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
0
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12.
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
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13.
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Percent of Class
Represented by Amount in Row (11)
0
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14.
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Type of Reporting Person
(See Instructions)
CO
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2
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 4)
Statement of
LIBERTY MEDIA CORPORATION
Pursuant to Section 13(d) of the
Securities Exchange Act of 1934
in respect of
THE DIRECTV GROUP, INC.
This Report on
Schedule 13D/A relates to the common stock, par value $.01 per share (the Common
Stock) of The DirecTV Group, Inc., a Delaware corporation (the Issuer
or the Company).
The Report on
Schedule 13D, as amended and supplemented, originally filed with the Commission
by Liberty Media Corporation, a Delaware corporation (the Reporting Person),
on March 7, 2008 (the Schedule 13D), is hereby amended and supplemented
to include the information set forth herein.
This amended statement on Schedule 13D/A (this Amendment) constitutes
Amendment No. 4 to the Schedule 13D.
Capitalized terms not defined herein have the meanings given to such
terms in the Schedule 13D.
Item
4. Purpose of Transaction
Item 4 of the
Schedule 13D is amended and supplemented to add the following information:
On November 19, 2009,
the Reporting Person completed its previously announced split-off (the Split-Off)
of Liberty Entertainment, Inc. (LEI) from the Reporting Person and the
business combination transaction among the Reporting Person, LEI and the Issuer
(the DTV Business Combination). The
Split-Off was accomplished by a partial redemption by the Reporting Person of
90% of the outstanding shares of Liberty Entertainment common stock in exchange
for all of the outstanding shares of common stock of LEI. LEI holds Liberty Medias 57% interest in the
Issuer, a 100% interest in Liberty Sports Holdings, LLC, a 65% interest in Game
Show Network, LLC and approximately $120 million in cash and cash equivalents,
and is the obligor on approximately $2 billion of indebtedness.
Immediately following the
Split-Off, the Reporting Person, LEI and the Issuer completed the DTV Business
Combination and each of LEI and the Issuer became wholly owned subsidiaries of
a new public holding company named DIRECTV (Holdings). Pursuant to the DTV Business Combination, (i) John
C. Malone, Chairman of the boards of the Reporting Person, LEI and the Issuer,
and certain related persons (collectively, the Malones) contributed each of their
shares of LEI Series B common stock to Holdings for 1.11130 shares of
Holdings Class B common stock, (ii) LEI merged with a wholly-owned
subsidiary of Holdings, and each share of LEI common stock (other than shares
of LEI Series B common stock held by the Malones) was exchanged for
1.11130 shares of Holdings Class A common stock, and (iii) the Issuer
merged with a wholly-owned subsidiary of Holdings, and each share of Common
Stock was exchanged for one share of Holdings Class A common stock.
Prior to the completion of
the transactions described herein, John C. Malone, Gregory B. Maffei (President
and Chief Executive Officer of the Reporting Person) and Paul A. Gould (a
director of LEI), were each appointed to the ten member board of directors of
Holdings.
3
Item
5. Interest in Securities of the Issuer
Item 5 of the
Schedule 13D is amended and supplemented to add 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
Split-Off on November 19, 2009, 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 or in connection with the DTV Business Combination, 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.
(d) Not applicable.
(e) November 19,
2009.
4
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: November 25,
2009
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LIBERTY MEDIA
CORPORATION
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By:
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/s/
Charles Y. Tanabe
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Name: Charles Y. Tanabe
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Title: Executive Vice President and General
Counsel
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5
EXHIBIT INDEX
Exhibit No.
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Description
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7(a)
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Share Exchange
Agreement, dated as of December 22, 2006, among the Reporting Person and
News (incorporated by reference to Exhibit 10.38 to the Reporting
Persons Annual Report on Form 10-K for the year ended December 31,
2006 (File No. 000-51990) as filed on March 1, 2007).
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7(b)
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Letter Agreement, dated
as of December 21, 2006, among the Issuer and the Reporting Person
(incorporated by reference to Exhibit 10.3 to the Issuers Current
Report on Form 8-K as filed on February 27, 2008).
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7(c)
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Letter Agreement dated
May 6, 2008 among the Issuer, the Reporting Person, Greenlady
Corporation and Greenlady II, LLC (incorporated by reference to
Exhibit 10.1 to the Issuers Current Report on Form 8-K as filed on
May 7, 2008).
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7(d)
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Agreement and Plan of
Merger, dated as of May 3, 2009, by and among Liberty Media Corporation,
Liberty Entertainment, Inc., The DIRECTV Group, Inc., DIRECTV, DTVG
One, Inc. and DTVG Two, Inc. (incorporated by reference to
Exhibit 10.1 to The DIRECTV Group, Inc. Current Report on
Form 8-K (File No. 001-31945) filed on May 4, 2009 (the DTVG
8-K)).
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7(e)
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Amendment No. 1 to
Agreement and Plan of Merger, dated as of July 29, 2009, by and among
Liberty Media Corporation, Liberty Entertainment, Inc., The DIRECTV
Group, Inc., DIRECTV, DTVG One, Inc. and DTVG Two, Inc.
(incorporated by reference to Exhibit 2.1 to the Reporting Persons
Current Report on Form 8-K as filed on July 30, 2009).
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7(f)
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Amendment No. 2 to
Agreement and Plan of Merger, dated as of October 2, 2009, by and among
Liberty Media Corporation, Liberty Entertainment, Inc., The DIRECTV
Group, Inc., DIRECTV, DTVG One, Inc. and DTVG Two, Inc.
(incorporated by reference to Exhibit 2.1 to the Reporting Persons
Current Report on Form 8-K as filed on October 2, 2009).
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7(g)
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Voting, Standstill,
Non-Competition and Non-Solicitation Agreement, dated as of May 3, 2009,
by and among Liberty Media Corporation, DIRECTV, The DIRECTV
Group, Inc., Liberty Entertainment, Inc., Greenlady Corporation and
Greenlady II, LLC (incorporated by reference to Exhibit 10.2 to the DTVG
8-K).
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7(h)
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Voting and Right of
First Refusal Agreement, dated as of May 3, 2009, by and among Liberty
Entertainment, Inc., The DIRECTV Group, Inc., DIRECTV,
Dr. John C. Malone, Mrs. Leslie Malone, The Tracy L. Neal Trust A
and The Evan D. Malone Trust A (incorporated by reference to
Exhibit 10.3 to the DTVG 8-K).
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7(i)
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Amendment No. 1 to
Voting and Right of First Refusal Agreement, dated as of July 29, 2009,
by and among Liberty Entertainment, Inc., The DIRECTV Group, Inc.,
DIRECTV, Dr. John C. Malone, Mrs. Leslie Malone, The Tracy L. Neal
Trust A and The Evan D. Malone Trust A (incorporated by reference to
Exhibit 99.1 to the Reporting Persons Current Report on Form 8-K
as filed on July 30, 2009).
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