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): July 18, 2007
Warner Music Group Corp.
(Exact name of registrant as specified in its charter)
| Delaware | 001-32502 | 13-4271875 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) | ||
| 75 Rockefeller Plaza, New York, New York | 10019 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (212) 275-2000
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:
| ¨ | 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 8.01. | OTHER EVENTS. |
On July 17, 2007, Warner Music Group Corp. (“WMG”) made a statement regarding EMI Group plc (“EMI”) as set forth in the press release, which is furnished as Exhibit 99.1 hereto and incorporated herein by reference.
| ITEM 9.01. | FINANCIAL STATEMENTS AND EXHIBITS. |
(d) Exhibits. The following Exhibit is furnished as part of this Current Report on Form 8-K.
| Exhibit No. | Description | |
| 99.1 | Press release issued by Warner Music Group Corp. on July 17, 2007. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Warner Music Group Corp. | ||||
| Date: July 18, 2007 | By: | /s/ Paul M. Robinson | ||
| Paul M. Robinson | ||||
| General Counsel | ||||
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EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press release issued by Warner Music Group Corp. on July 17, 2007. |
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Exhibit 99.1
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO CANADA, AUSTRALIA OR JAPAN
Warner Music Group Corp.
Statement regarding EMI Group plc (“EMI”)
NEW YORK, July 17, 2007 — Warner Music Group Corp. (NYSE: WMG) confirms that it has decided not to make an offer for EMI.
For the purposes of Rule 2.8 of the City Code on Takeovers and Mergers (the “City Code”), WMG reserves the right to announce an offer or possible offer for EMI or make or participate in an offer or possible offer for EMI (and/or take any other action which would otherwise be restricted under Rule 2.8 of the City Code) within the next six months in circumstances where an announcement is made by or on behalf of EMI or a third party (which for the avoidance of doubt includes Mr. Jim Fifield) relating to the making of an offer for EMI by a party other than Maltby Limited.
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Media Contact:
Will Tanous
Warner Music Group Corp.
+1 (212) 275 2244
Will.Tanous@wmg.com
Hugh Morrison
M: Communications
+44 (0) 20 7153 1534
morrison@mcomgroup.com
Investor Contact:
Jill Krutick
Warner Music Group Corp.
+1 (212) 275 4790
Jill.Krutick@wmg.com
This announcement does not constitute an offer or an invitation to purchase any securities in any jurisdiction.
The Directors of WMG accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the Directors (who have taken
all reasonable care to ensure that such is the case), the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.
Goldman Sachs International, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for WMG and no one else in connection with the possible offer and will not be responsible to anyone other than WMG for providing the protections afforded to customers of Goldman Sachs International and or advice in relation to the possible offer.
Lehman Brothers International (Europe), which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for WMG and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than WMG for providing the protections afforded to clients of Lehman Brothers International (Europe) nor for providing advice in relation to this announcement or any matter referred to herein.
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