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This excerpt taken from the DTV 8-K filed Nov 19, 2009. Not Applicable (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):
o 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))
This excerpt taken from the DTV 8-K filed May 7, 2008. Not Applicable
(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):
o
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))
Standstill Agreement with
Liberty Media Corporation
On May 6, 2008, Liberty Media Corporation and two of
its wholly-owned subsidiaries (collectively, “Liberty Media”) entered into an
agreement (the “Liberty Agreement”) with The DIRECTV Group, Inc. (the “Company”)
which imposes certain voting and other limitations on Liberty Media in
connection with the Company’s increase in its share repurchase program to $3
billion announced on May 7, 2008.
Under the
Liberty Agreement, Liberty Media has agreed to the following (among other
things):
· Liberty
Media shall continue to be subject to the provisions of Sections 5 and 6 of
Article V of the Amended and Restated Certificate of Incorporation as well as
other applicable provisions of such Amended and Restated Certificate of
Incorporation, the Company’s Amended and Restated By-Laws and the Related Party
Policy and Procedures in effect from time to time, without regard to the
increase in Liberty Media’s beneficial ownership in the Company’s Common Stock
as a result of the share repurchase program.
· Liberty
Media’s voting rights shall be limited to its current voting interest (47.888%),
and shares owned by it in excess of such maximum percentage will be voted in the
same manner as the shares owned by the Company’s stockholders other than Liberty
Media.
· Liberty
Media may not purchase additional shares of the Company’s common stock to
increase its percentage ownership in excess of the maximum percentage referred
to above, except in the following circumstances:
- any
member of the Purchaser Group (which, for these purposes, includes Liberty Media
and its Subsidiaries, agents and other persons acting in concert with Liberty
Media with respect to the Company’s common stock) commences a tender or exchange
offer for all the Company’s outstanding voting securities (at a price at least
equal to the market price thereof immediately prior to the earlier of the public
announcement or commencement thereof) or enters into an agreement to acquire all
of such voting securities pursuant to a merger or other business combination
transaction with the Company;
- the
Purchaser Group acquires shares in a transaction that is approved by an
affirmative vote of a majority of the Company’s independent directors;
or
- a person
that is not affiliated with any member of the Purchaser Group acquires, or has
announced its intention to acquire, 25% or more of the Company’s outstanding
voting securities or has announced its intention to effect a merger or other
business combination transaction with the Company as a result of which such
party would become the beneficial owner of 25% or more of the outstanding voting
securities of the company surviving the merger or business combination, which
merger or other business combination has been approved by the Company’s board of
directors.
The
Liberty Agreement will terminate if:
- a
majority of the Company’s independent directors so determines;
- the
Purchaser Group acquires 50% or more of the Company’s outstanding voting
securities in a tender or exchange offer, merger, business combination
transaction or other transaction under the circumstances described in the first
two bullets above; or
- the
Purchaser Group acquires 80% or more of the Company’s outstanding voting
securities.
In
determining the above percentages, any shares acquired by the Company in the
repurchase program will be considered to remain outstanding.
The
description of the Liberty Agreement in this report is qualified in its entirety
by reference to such agreement, filed as Exhibit 10.1 to this report, which
exhibit is incorporated in this report by this reference.
Appointment of
Director
At the
request of Liberty Media and on the recommendation of the Company’s Nominating
and Corporate Governance Committee, the Board of Directors has appointed Mr.
Mark Carleton as a member of the Board of Directors, effective at the next
meeting of the Board of Directors after the annual meeting of stockholders of
the Company on June 3, 2008. Mr. Carleton has been appointed as a
Class III director, filling the remaining vacancy on the Company’s Board of
Directors resulting from the resignations of Messrs. K. Rupert Murdoch, Peter
Chernin and David DeVoe, which occurred on February 27, 2008. Mr.
Carleton is not an independent director and accordingly is not eligible to serve
on any of the committees of the Board of Directors of the Company.
Set forth
below is certain information with respect to Mr. Carleton including his date of
birth, position with Liberty Media and certain directorships held by
him:
This excerpt taken from the DTV 8-K filed Feb 12, 2007. Not Applicable (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): o 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))
This excerpt taken from the DTV 8-K filed Feb 7, 2007. Not Applicable (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): o 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))
This excerpt taken from the DTV 8-K filed May 18, 2006. Not Applicable (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):
o 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))
This excerpt taken from the DTV 8-K filed Mar 1, 2006. Not Applicable (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):
o 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))
This excerpt taken from the DTV 8-K filed Feb 10, 2006. Not Applicable (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):
o 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))
This excerpt taken from the DTV 8-K filed Jun 20, 2005. Not Applicable (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):
o 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))
This excerpt taken from the DTV 8-K filed Apr 28, 2005. Not Applicable (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):
o 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))
This excerpt taken from the DTV 8-K filed Apr 19, 2005. Not Applicable (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):
o 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))
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