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): January 21, 2011
Warner Music Group Corp.
(Exact name of Co-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) | |||
Co-Registrant’s telephone number, including area code: (212) 275-2000
WMG Acquisition Corp.
(Exact name of Co-Registrant as specified in its charter)
| Delaware | 333-121322 | 68-0576630 | ||
| (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) | |||
Co-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 Co-Registrants 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 January 21, 2011, Warner Music Group Corp. issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits. The following Exhibit is filed as part of this Current Report on Form 8-K.
| Exhibit |
Description | |
| 99.1 | Press release issued by Warner Music Group Corp. on January 21, 2011. | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Co-Registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized.
| Warner Music Group Corp. | ||||||
| Date: January 21, 2011 | By: | /s/ Paul Robinson | ||||
| Paul Robinson | ||||||
| EVP and General Counsel | ||||||
| WMG Acquisition Corp. | ||||||
| Date: January 21, 2011 | By: | /s/ Paul Robinson | ||||
| Paul Robinson | ||||||
| EVP and General Counsel | ||||||
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EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Press release issued by Warner Music Group Corp. on January 21, 2011. | |
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Exhibit 99.1
Paris Court Announces Decision in Vivendi Universal Trial
NEW YORK, NY, January 21, 2011 – Warner Music Group Corp. (NYSE: WMG) today announced that the Trial Court in Paris has found Edgar Bronfman, Jr., the company’s Chairman and CEO, guilty of the previously disclosed charge relating to certain trades he made in the stock of Vivendi Universal in 2002. As a result of its finding, the Court imposed a fine on Mr. Bronfman and a suspended sentence.
Mr. Bronfman has informed the company that he intends to appeal today’s trial court decision to the Paris Court of Appeal. Under French law, the fine is suspended, pending the final outcome of the case.
Scott M. Sperling, the Chair of the company’s Executive Governance & Nominating Committee said, “The Board of Directors is disappointed with the decision in this matter, and fully supports Mr. Bronfman as he appeals this verdict.” Michele J. Hooper, the company’s lead independent director and Chair of the company’s Audit Committee, added, “We did not expect this ruling as the Board has been thoroughly briefed on the underlying facts and has been closely monitoring the case, including through today’s verdict, with the advice of our outside corporate governance counsel.”
Mr. Bronfman remarked, “I am disappointed that the Court differed with both the Paris public prosecutor and the lead civil claimant in the case, APPAC, who both took the position that I should be acquitted. I will appeal today’s decision to the Paris Court of Appeal and continue to vigorously defend myself against this charge. As I have consistently stated, my trades were proper.”
* * * * *
Warner Music Group became the only stand-alone music company to be publicly traded in the United States in May 2005. With its broad roster of new stars and legendary artists, Warner Music Group is home to a collection of the best-known record labels in the music industry including Asylum, Atlantic, Cordless, East West, Elektra, Nonesuch, Reprise, Rhino, Roadrunner, Rykodisc, Sire, Warner Bros. and Word. Warner Music International, a leading company in national and international repertoire, operates through numerous international affiliates and licensees in more than 50 countries. Warner Music Group also includes Warner/Chappell Music, one of the world’s leading music publishers, with a catalog of more than one million copyrights worldwide.
Media Contact:
Will Tanous
(212) 275-2244
Email Contact: Will.Tanous@wmg.com
Investor Contact:
Jill Krutick
(212) 275-4790
Email Contact: Jill.Krutick@wmg.com